Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 7-May-14 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Yongye International, Inc. | ' |
Entity Central Index Key | '0001398551 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Trading Symbol | 'YONG | ' |
Entity Common Stock, Shares Outstanding | ' | 50,685,216 |
Document Type | '10-Q | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $246,313,107 | $123,728,435 |
Restricted cash | 40,000 | 40,000 |
Accounts receivable, net of allowance for doubtful accounts | 189,220,666 | 334,141,280 |
Inventories | 288,993,740 | 251,372,750 |
Deposits to suppliers | 81,796,269 | 54,400,166 |
Prepaid expenses | 33,846,770 | 573,563 |
Other receivables | 1,130,028 | 1,427,845 |
Deferred tax assets | 11,707,671 | 12,615,399 |
Total Current Assets | 853,048,251 | 778,299,438 |
Property, plant and equipment, net | 23,008,498 | 23,675,240 |
Intangible assets, net | 15,629,846 | 16,553,035 |
Land use right, net | 4,783,025 | 4,862,877 |
Prepayment for mining project | 36,636,812 | 37,035,215 |
Distributor vehicles | 33,144,126 | 36,133,400 |
Total Assets | 966,250,558 | 896,559,205 |
Current liabilities | ' | ' |
Short-term bank loans | 138,726,636 | 115,632,535 |
Long-term loans and payables - current portion | 7,324,721 | 8,738,965 |
Capital lease obligations - current portion | 245,811 | 220,018 |
Accounts payable | 37,996,495 | 8,137,337 |
Income tax payable | 28,211,756 | 26,612,792 |
Advance from customers | 1,392,563 | 606,423 |
Accrued expenses | 18,545,804 | 19,465,163 |
Other payables | 4,585,595 | 4,271,519 |
Total Current Liabilities | 237,029,381 | 183,684,752 |
Long-term loans and payables | 9,423,185 | 8,593,469 |
Capital lease obligations - non-current | 871,475 | 834,713 |
Other non-current liability | 10,283,630 | 10,395,458 |
Deferred tax liabilities | 4,971,619 | 5,410,240 |
Total Liabilities | 262,579,290 | 208,918,632 |
Redeemable Series A convertible preferred shares: par value $.001; 7,969,044 shares authorized; 6,505,113 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 54,713,640 | 54,713,640 |
Equity | ' | ' |
Common stock: par value $.001; 75,000,000 shares authorized; 50,685,216 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 50,685 | 50,685 |
Additional paid-in capital | 155,265,347 | 155,265,347 |
Retained earnings | 430,399,588 | 408,015,540 |
Accumulated other comprehensive income | 31,458,425 | 38,674,997 |
Total equity attributable to Yongye International, Inc. | 617,174,045 | 602,006,569 |
Noncontrolling interest | 31,783,583 | 30,920,364 |
Total Equity | 648,957,628 | 632,926,933 |
Commitments and Contingencies | 0 | 0 |
Total Liabilities, Redeemable Series A convertible preferred shares and Equity | $966,250,558 | $896,559,205 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Redeemable Series A convertible preferred shares, par value (in dollars per share) | $0.00 | $0.00 |
Redeemable Series A convertible preferred shares, shares authorized | 7,969,044 | 7,969,044 |
Redeemable Series A convertible preferred shares, shares issued | 6,505,113 | 6,505,113 |
Redeemable Series A convertible preferred shares, shares outstanding | 6,505,113 | 6,505,113 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 50,685,216 | 50,685,216 |
Common stock, shares outstanding | 50,685,216 | 50,685,216 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Sales | $152,322,090 | $45,268,520 |
Cost of sales | 97,271,957 | 23,636,421 |
Gross profit | 55,050,133 | 21,632,099 |
Selling expenses | 15,930,657 | 15,435,060 |
Research and development expenses | 4,738,954 | 991,670 |
General and administrative expenses | 4,063,488 | 4,069,972 |
Income from operations | 30,317,034 | 1,135,397 |
Other (expenses)/income | ' | ' |
Interest expense | -2,195,739 | -1,866,378 |
Interest income | 8,941 | 165,758 |
Other expenses, net | -161,054 | -64,336 |
Total other expenses, net | -2,347,852 | -1,764,956 |
Earnings /(losses) before income tax expense | 27,969,182 | -629,559 |
Income tax expense /(benefit) | 4,357,382 | -5,079 |
Net income/(loss) | 23,611,800 | -624,480 |
Less: Net income/(loss) attributable to the non-controlling interest | 1,227,752 | -11,908 |
Net income/(loss) attributable to Yongye International, Inc. | 22,384,048 | -612,572 |
Net income/(loss) per share of common stock: | ' | ' |
Basic (in dollars per share) | $0.37 | ($0.03) |
Diluted (in dollars per share) | $0.37 | ($0.03) |
Weighted average shares used in computation: | ' | ' |
Basic (in shares) | 50,685,216 | 50,669,880 |
Diluted (in shares) | 50,685,216 | 50,669,880 |
Net income/(loss) | 23,611,800 | -624,480 |
Other comprehensive income | ' | ' |
Foreign currency translation adjustment, net of US$ nil income taxes | -7,581,105 | 2,663,236 |
Comprehensive income | 16,030,695 | 2,038,756 |
Less: Comprehensive income attributable to the non-controlling interest | 863,219 | 114,080 |
Comprehensive income attributable to Yongye International, Inc. | $15,167,476 | $1,924,676 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) | Total | Redeemable series A Convertible Preferred Shares | Common Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income | Equity attributable to Yongye International, Inc. | Noncontrolling interest |
Balance at Dec. 31, 2013 | $632,926,933 | $54,713,640 | $50,685 | $155,265,347 | $408,015,540 | $38,674,997 | $602,006,569 | $30,920,364 |
Balance (in shares) at Dec. 31, 2013 | ' | 6,505,113 | 50,685,216 | ' | ' | ' | ' | ' |
Net income | 23,611,800 | 0 | 0 | 0 | 22,384,048 | ' | 22,384,048 | 1,227,752 |
Other comprehensive income | -7,581,105 | 0 | 0 | 0 | 0 | -7,216,572 | -7,216,572 | -364,533 |
Balance at Mar. 31, 2014 | $648,957,628 | $54,713,640 | $50,685 | $155,265,347 | $430,399,588 | $31,458,425 | $617,174,045 | $31,783,583 |
Balance (in shares) at Mar. 31, 2014 | ' | 6,505,113 | 50,685,216 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income/(loss) | $23,611,800 | ($624,480) |
Adjustments to reconcile net income/(loss)to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 4,414,538 | 4,345,695 |
Amortized interest expense | 0 | 331,335 |
Gain on sale of property, plant and equipment | -7,535 | 0 |
Deferred tax expense/(benefit) | 303,601 | -297,094 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 142,377,226 | 181,025,679 |
Inventories | -40,625,022 | -21,484,206 |
Deposit to suppliers | -28,148,551 | 821,150 |
Prepaid expenses | -33,526,867 | 62,851 |
Other receivables | 92,784 | 320,144 |
Distributor vehicles | -138,892 | 50,165 |
Accounts payable-third party | 30,185,768 | -3,446,833 |
Income tax payable | 2,092,260 | 292,015 |
Advance from customers | 798,559 | 7,960 |
Accrued expenses | -726,879 | -20,375,053 |
Other payables | 467,014 | 115,944 |
Net Cash Provided by Operating Activities | 101,169,804 | 141,145,272 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of property, plant and equipment | -83,837 | -502,297 |
Net Cash Used in Investing Activities | -83,837 | -502,297 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from short-term bank loans | 24,519,019 | 0 |
Repayment of long-term loans and payables | -712,385 | -1,202,053 |
Proceeds from warrants exercised | 0 | 125,014 |
Repayment for capital lease obligations | -55,640 | -71,220 |
Net Cash Provided by /(Used in)Financing Activities | 23,750,994 | -1,148,259 |
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH | -2,252,289 | 389,711 |
NET INCREASE IN CASH | 122,584,672 | 139,884,427 |
Cash at beginning of period | 123,728,435 | 44,511,404 |
Cash at end of period | 246,313,107 | 184,395,831 |
Supplemental cash flow information: | ' | ' |
Cash paid for income taxes | 1,961,521 | 0 |
Cash paid for interest expense | 1,596,535 | 1,529,429 |
Noncash investing and financing activities: | ' | ' |
Acquisition of property, plant and equipment under capital leases | 130,091 | 331,434 |
Acquisition of distributor vehicles by assuming long-term loans and payables | 311,348 | 816,126 |
Acquisition of property, plant and equipment included in other payables | 243,666 | 972,282 |
Exercise of warrants that were liability classified | $0 | $348,364 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
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 (the “2007 CJV Agreement”) 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 95.0% of the outstanding equity interests of Inner Mongolia Yongye and, therefore, is entitled to a portion of the profits of Yongye Nongfeng that are attributed to Inner Mongolia Yongye. Mr. Wu is the chairman of Inner Mongolia Yongye. All of our operations are conducted through Yongye Nongfeng and its 100% owned subsidiary, Inner Mongolia Yongye Fumin Biotechnology Co., Ltd. (“Yongye Fumin”). | |
Pursuant to the 2007 CJV Agreement, among other things, (i) ASO was entitled to 90% of the profits distribution of Yongye Nongfeng and Inner Mongolia Yongye was entitled to 10%; (ii) upon the liquidation of Yongye Nongfeng and after its liquidation committee pays up all of its outstanding debts, the remaining properties were to belong to Inner Mongolia Yongye; and (iii) the board of Yongye Nongfeng shall consist of three directors, one of whom was to be appointed by ASO and two of whom were to be appointed by Inner Mongolia Yongye. | |
On December 1, 2007, ASO entered into a letter agreement (the“2007 Letter Agreement”) with Inner Mongolia Yongye, pursuant to which Inner Mongolia Yongye unconditionally and irrevocably granted ASO the right to nominate one of the two directors of Yongye Nongfeng that Inner Mongolia Yongye was entitled to appoint under the 2007 CJV Agreement and agreed to appoint such director at ASO’s nomination and request. ASO and Inner Mongolia Yongye have complied with the terms of the 2007 Letter Agreement, which still remains effective. | |
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. | |
On June 5, 2009, ASO and Inner Mongolia Yongye entered into an amended cooperative joint venture contract to revise the profit-sharing percentage such that ASO and Inner Mongolia Yongye were entitled to 99.5% and 0.5% of Yongye Nongfeng’s profits distribution respectively. | |
In connection with the September Offering (See Note 17), 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. In connection with the Acquisition, Inner Mongolia Yongye and ASO entered into the restated cooperative joint venture contract dated October 10, 2009 (the “2009 CJV Agreement”). Pursuant to the terms of the 2009 CJV Agreement, ASO is entitled to 95% of the profits of Yongye Nongfeng and Inner Mongolia Yongye is entitled to 5%. The 2009 CJV Agreement also provides that upon the liquidation of Yongye Nongfeng and after its liquidation committee pays up all of its outstanding debts, the remaining properties shall be distributed to its shareholders according to their respective profit distribution proportions of Yongye Nongfeng (thus, under the 2009 CJV Agreement, ASO would receive 95% of the assets). | |
The Articles of Association of Yongye Nongfeng provide that the termination and dissolution of Yongye Nongfeng shall be unanimously approved by its board of directors. In addition, subject to PRC law, each shareholder has the right to terminate Yongye Nongfeng in certain circumstances, such as the inability of Yongye Nongfeng to continue operations due to the failure of the other shareholder’s failure to fulfill its obligations under the 2009 CJV Agreement and the Articles of Association of Yongye Nongfeng. | |
On July 20, 2010, Yongye Nongfeng set up a wholly-owned subsidiary, 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. 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$8.80 subject to certain adjustments as specified in the agreement (See Note 17). | |
On September 23, 2013, the Company entered into an agreement and plan of merger (the “Original Merger Agreement”) with Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdco (“Parent”), and Yongye International Merger Sub Limited, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”, together with the Company, Holdco and Parent, the “Parties” and any one of them a “Party”). Pursuant to the Original Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the merger, Merger Sub will be merged with and into the Company, the Company will become a wholly-owned subsidiary of Parent and each of the Company’s shares of common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive US$ 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 definitive proxy statement in connection with the special meeting of stockholders held for the purposes of approving the Original Merger Agreement 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 33.8% of the Company’s outstanding shares of common stock, on an as converted basis. | |
The Original Merger Agreement contained 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 had 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 Original Merger Agreement. | |
The Original Merger Agreement also included customary termination provisions for both the Company and Parent. In specified circumstances, if the Original Merger Agreement is terminated, the Company was required to pay Parent a termination fee in the amount of $ 4,000,000 or $2,000,000, as applicable, or would receive from Parent a termination fee in the amount of $ 10,000,000. The Original Merger Agreement also provided that if the required stockholder approvals were not obtained at the stockholders’ meeting, Parent would 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 Original Merger Agreement and recommended that the Company’s shareholders vote to approve the Original Merger Agreement. The Special Committee negotiated the terms of the Original 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 Original Merger Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding shares of common stock (the “Shares”) and the issued and outstanding shares of 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. | |
On January 3, 2014, the Company issued a press release announcing that it had established the close of business on January 10, 2014 as the record date for its special meeting of stockholders entitled to receive notice of and to vote at its upcoming special meeting of stockholders on the proposal to approve the Original Merger Agreement. | |
In connection with the special meeting of stockholders to approve the Original Merger Agreement, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on January 9, 2014, and mailed the definitive proxy statement to its stockholders. | |
The Company’s special meeting of stockholders was held on February 19, 2014, and the stockholders approved the adjournment of the special meeting and the special meeting was adjourned until 2:00 p.m. China time, on March 5, 2014 at Jinshan Economic Development Zone, Hohhot City, Inner Mongolia, the People’s Republic of China. The special meeting was adjourned to provide the Company with additional time to solicit proxies from its stockholders in favor of the proposal to approve the Original Merger Agreement. | |
Subsequently, the adjourned special meeting of stockholders was held on March 5, 2014, and the proposal to approve the Original Merger Agreement did not receive approval from holders of at least a majority of the issued and outstanding shares of the Company (other than the Excluded Shares). The Original Merger Agreement was therefore not approved by the Company’s stockholders. | |
The Special Committee of the Board of Directors received a revised proposal (the “Revised Proposal”) dated March 26, 2014 from (i) Mr. Zishen Wu, (ii) MSPEA, (iii) Lead Rich International Limited (“Lead Rich”) and (iv) Full Alliance (together with Mr. Wu, MSPEA and Lead Rich, the “Buyer Consortium”), in connection with the proposed merger under the Original Merger Agreement. In the Revised Proposal, the Buyer Consortium proposed to increase the merger consideration payable to holders of shares of common stock, par value $0.001 per share, of the Company (the “Shares”) under the Original Merger Agreement, from $6.69 per Share to $7.00 per Share. As a condition to such increase of the merger consideration, the Buyer Consortium proposed that the requirement that the Original Merger Agreement be subject to the approval by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares) be modified such that the Amended Merger Agreement (as defined below) be subject to the approval by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares (other than the Excluded Shares) that are present in person or by proxy and vote for or against approval of the Amended Merger Agreement at the stockholders’ meeting. | |
On April 9, 2014, the Parties entered into an amendment (the “Amendment”) to the Original Merger Agreement (the Original Merger Agreement as so amended, the “Amended Merger Agreement”). | |
The Amendment provides for an increase in the per share merger consideration to be paid to holders of shares of common stock of the Company under the Amended Merger Agreement, other than the Excluded Shares, from $6.69 per Share to $7.10 per Share. | |
The Amendment revises the requirement that the Original Merger Agreement be approved by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of common stock of the Company (other than the Excluded Shares) to instead require that the Amended Merger Agreement be approved by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of common stock of the Company (other than the Excluded Shares) that are present in person or by proxy and vote for or against approval of the Amended Merger Agreement at the stockholders’ meeting. | |
The Amendment also provides for an increase in the maximum amount of the Company’s expenses in connection with the transactions contemplated by the Original Merger Agreement reimbursable by Holdco and Parent under certain circumstances in which the Amended Merger Agreement is terminated from US$2,000,000 to US$3,000,000 and extends the termination date from June 23, 2014 to September 22, 2014 such that, subject to certain conditions, the Amended Merger Agreement may be terminated and the merger may be abandoned by either the Company (upon the approval of the special committee of the Company’s Board of Directors) or Parent if the proposed merger is not consummated on or before September 22, 2014. | |
Other than as expressly modified by the Amendment, the Original Merger Agreement remains in full force and effect as originally executed on September 23, 2013. | |
In connection with the special meeting of stockholders to be held to approve the Amended Merger Agreement, the Company filed a preliminary proxy statement with the SEC on April 28, 2014. | |
On April 30, 2014, the Company announced that it has established the close of business on May 5, 2014 as the record date for its special meeting of stockholders entitled to receive notice of and to vote at its upcoming special meeting of stockholders on the proposal to approve the Amended Merger Agreement. | |
On May 5, 2014, the Company announced that it has established June 6, 2014 as the meeting date for its special meeting of stockholders. In connection with the special meeting of stockholders to be held to approve the Amended Merger Agreement, the Company filed a definitive proxy statement on Schedule 14A with the SEC on May 2, 2014, together with a Schedule 13E-3transaction statement with the SEC. The Company has mailed a copy of the definitive proxy statement and Schedule 13E-3 transaction statement to its stockholders of record. | |
If the merger is completed, the Company will cease to be a publicly traded company. | |
At the beginning of 2014, the Company introduced a new water soluble humic acid product which is used during irrigation named “Wujin’gao”. During the three months ended March 31, 2014, revenue from the new product was approximately US$79.5 million, which accounted for 52.2% of total sales for the three months ended March 31, 2014. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
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, 2013 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, 2013 audited consolidated financial statements of the Company included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. | |
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of March 31, 2014, the results of operations for the three months ended March 31, 2014 and 2013 and cash flows for the three months ended March 31, 2014 and 2013, have been made. | |
The Company’s business is subject to seasonal variations, thus, the results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014. 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 fixed assets; the allowance for doubtful accounts; the fair value determination of financial and equity instruments the realizability of deferred tax assets and inventories; the recoverability of 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. | |
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
ACCOUNTS RECEIVABLE | ' | |||||||
NOTE 3 - ACCOUNTS RECEIVABLE | ||||||||
Accounts receivable at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accounts receivable | US$ | 198,441,138 | US$ | 343,462,019 | ||||
Less: allowance for doubtful accounts | -9,220,472 | -9,320,739 | ||||||
Total | US$ | 189,220,666 | US$ | 334,141,280 | ||||
There was no write-off of accounts receivable for the three months ended March 31, 2014 and 2013. As of May 9, 2014, US$6.2 million of the accounts receivable outstanding at March 31, 2014 were subsequently collected. | ||||||||
The activities in the allowance for doubtful accounts for the three months ended March 31, 2014 and 2013 are as follows: | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Allowance for doubtful accounts at beginning of period | US$ | 9,320,739 | US$ | 9,007,960 | ||||
Foreign currency translation adjustment | -100,267 | 49,533 | ||||||
Allowance for doubtful accounts at end of period | US$ | 9,220,472 | US$ | 9,057,493 | ||||
Past due balances are reviewed individually for collectability. During the three months ended March 31, 2014, 72% of the accounts receivable as of December 31, 2013, including all the past due accounts, were collected by the Company. As of March 31, 2014, 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. | ||||||||
INVENTORIES
INVENTORIES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
NOTE 4 - INVENTORIES | ||||||||
Inventories at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Finished goods | US$ | 189,863,869 | US$ | 195,385,393 | ||||
Work in progress | 13,327,449 | 55,191,591 | ||||||
Raw materials | 80,243,472 | 577,159 | ||||||
Consumables and packing supplies | 5,558,950 | 218,607 | ||||||
Total | US$ | 288,993,740 | US$ | 251,372,750 | ||||
As of March 31, 2014 and December 31, 2013, finished goods included US$67,959,723 and US$43,713,713 of products were 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 cash is received. 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 three months ended March 31, 2014, US$11.0 million of inventory was recognized in cost of sales for which sales proceeds were received. | ||||||||
DEPOSITS_TO_SUPPLIERS
DEPOSITS TO SUPPLIERS | 3 Months Ended |
Mar. 31, 2014 | |
Deposits To Suppliers [Abstract] | ' |
DEPOSITS TO SUPPLIERS | ' |
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, and they will be also used by outsourced factories to extract fulvic acid and produce the newly introduced water soluble fulvic acid product. As of March 31, 2014 and December 31, 2013, the deposits to suppliers for raw materials amounted to US$81,605,189 and US$54,021,668, respectively. As of May, 9, 2014, approximately US$5.7 million deposits at March 31, 2014 were subsequently utilized, through the receipt of raw materials from the suppliers. | |
The Company’s decision to make advanced orders of raw materials is mainly based upon (1) the current and projected future market price of raw materials, (2) the demand and supply situation in the raw materials market, and (3) the forecasted demand of products. | |
PREPAID_EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2014 | |
Prepaid Expenses [Abstract] | ' |
PREPAID EXPENSES | ' |
NOTE 6 – PREPAID EXPENSES | |
Prepaid expenses as of March 31, 2014 and December 31, 2013 mainly related to the prepayments to service vendors for promotion and advertising. These prepaid expenses were determined based on the contract amounts specified in the agreements with the vendors. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ' | |||||||
NOTE 7 - PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Buildings | US$ | 17,711,101 | US$ | 17,903,698 | ||||
Machinery and equipment | 7,692,836 | 7,776,491 | ||||||
Office equipment and furniture | 564,091 | 564,196 | ||||||
Vehicles | 3,733,408 | 3,787,325 | ||||||
Software | 31,667 | 32,012 | ||||||
Leasehold improvements | 996,477 | 1,007,313 | ||||||
30,729,580 | 31,071,035 | |||||||
Less: Accumulated depreciation and amortization | 7,721,082 | 7,395,795 | ||||||
Property, plant and equipment, net | US$ | 23,008,498 | US$ | 23,675,240 | ||||
Depreciation and amortization expense related to property, plant and equipment for the three months ended March 31, 2014 and 2013 was US$471,558 and US$621,038, respectively. | ||||||||
As of March 31, 2014 and December 31, 2013, vehicles with initial carrying amount of US$304,072 and US$307,379 were pledged as security for the long-term bank loans of US$24,214and US$38,909, respectively. The bank loans were provided for the purchases of the vehicles (See Note 13). | ||||||||
As of March 31, 2014 and December 31, 2013, vehicles with initial carrying amount of US$1,376,344 and US$1,260,773 were acquired under capital leases, respectively (See Note 14). Among these vehicles, as of March 31, 2014 and December 31, 2013, vehicles with initial carrying amount of approximately US$1.3 million were provided to the distributors in exchange for the distributors agreeing to comply with certain sales conditions under certain agreements (See Note 11). | ||||||||
As of March 31, 2014 and December 31, 2013, the Company pledged Yongye Nongfeng’s buildings with an initial carrying amount of approximately US$6.2 million as security for short-term bank loans (See Note 12). | ||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||
NOTE 8 - INTANGIBLE ASSETS | |||||||||||||
Intangible asset at March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||||
March 31, 2014 | |||||||||||||
Weighted | |||||||||||||
average | Gross | Net | |||||||||||
amortization | carrying | Accumulated | carrying | ||||||||||
period | amount | amortization | amount | ||||||||||
Amortizing intangible assets: | |||||||||||||
Customer List | 9 years | US$ | 26,718,197 | -11,132,582 | 15,585,615 | ||||||||
Patent | 10 years | 117,950 | -73,719 | 44,231 | |||||||||
Total | US$ | 26,836,147 | -11,206,301 | 15,629,846 | |||||||||
December 31, 2013 | |||||||||||||
Weighted | |||||||||||||
average | Gross | Net | |||||||||||
amortization | carrying | Accumulated | carrying | ||||||||||
period | amount | amortization | amount | ||||||||||
Amortizing intangible assets: | |||||||||||||
Customer List | 9 years | US$ | 27,008,741 | -10,503,399 | 16,505,342 | ||||||||
Patent | 10 years | 119,233 | -71,540 | 47,693 | |||||||||
Total | US$ | 27,127,974 | -10,574,939 | 16,553,035 | |||||||||
Amortization expense for the three months ended March 31, 2014 and 2013 was US$750,663 and US$772,137, respectively. The estimated annual amortization expense for intangible asset in each of the next five years is US$2,980,484. | |||||||||||||
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. | |||||||||||||
As of March 31, 2014, the Company pledged Yongye Nongfeng’s patent with an original carrying amount of approximately US$0.1 million as security for a short-term bank loan (See Note 12). | |||||||||||||
LAND_USE_RIGHT
LAND USE RIGHT | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Land Use Right [Abstract] | ' | |||||||
LAND USE RIGHT | ' | |||||||
NOTE 9 - LAND USE RIGHT | ||||||||
As of March 31, 2014 and December 31, 2013 land use right represented: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Land use right | US$ | 5,267,800 | US$ | 5,325,084 | ||||
Less: Accumulated amortization | 484,775 | 462,207 | ||||||
Total | US$ | 4,783,025 | US$ | 4,862,877 | ||||
As of March 31, 2014 and December 31, 2013, the Company 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 12). | ||||||||
PREPAYMENT_FOR_MINING_PROJECT
PREPAYMENT FOR MINING PROJECT | 3 Months Ended |
Mar. 31, 2014 | |
Prepaid Expense, Noncurrent [Abstract] | ' |
PREPAYMENT FOR MINING PROJECT | ' |
NOTE 10 - 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. | |
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. As of March 31, 2014, the Company has not obtained certain other government approvals, including Geological Report and Geological Exploration Report, for it to acquire the Mineral Right. If the Company cannot receive the report before the exploration right expires, the Company would apply for an extension from the local authority. The Company believes the cost to be incurred in completing the remaining administrative procedures and obtaining government approvals are not significant and expects to receive the Geological Exploration Report. 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. | |
DISTRIBUTORS_VEHICLES
DISTRIBUTORS VEHICLES | 3 Months Ended |
Mar. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' |
DISTRIBUTOR VEHICLES | ' |
NOTE 11 - 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 March 31, 2014 and 2013 was US$3,161,064 and US$2,995,608, respectively. In addition, as of March 31, 2014 and December 31, 2013, distributor vehicles included an amount of US$4,971,619 and US$5,410,240 respectively, representing the tax effect of the difference between the amount paid for the vehicles and the tax basis of the assets. | |
SHORTTERM_BANK_LOANS
SHORT-TERM BANK LOANS | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
SHORT-TERM BANK LOANS | ' |
NOTE 12 - SHORT-TERM BANK LOANS | |
In May 2013, Yongye Nongfeng entered into three one-year “Factoring Contracts with Recourse” with China CITIC Bank of RMB 70,000,000 (equivalent to US$11,357,736 ) each, or in total RMB 210,000,000 (equivalent to US$34,073,209 ). The “Factoring Contracts with Recourse” are secured by certain Yongye Nongfeng’s accounts receivable amounting to RMB 210,000,000 (equivalent to US$34,443,735). Two of the contracts bear fixed annual interest rate of 5.85 % and one contract bears fixed annual interest rate of 5.7 %. These three contracts are due in May 2014. | |
In June 2013, Yongye Nongfeng obtained a short-term bank loan of RMB 60,000,000 (equivalent to US9,735,202) 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 US$12,980,270) 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 US$4,056,336) 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 due on July 17, 2014 . | |
In October 2013, Yongye Nongfeng obtained a short -term bank loan of RMB 100,000,000 (equivalent to US$16,225,337) with fixed annual interest rate of 7.2 % from China Everbright Bank . The loan is due in October 2014 and is guaranteed by the Company’s Chairman and his wife. | |
In November 2013, Yongye Nongfeng obtained two short-term bank loan of RMB 100,000,000 (equivalent to US$16,225,337) and RMB 50,000,000 (equivalent to US$ 8,112,669) with fixed annual interest rate of 6.9 % from China Merchants Bank . The short-term bank loan is guaranteed by Inner Mongolia Yongye and the Company’s Chairman, and is due in November 2014. | |
In December 2013, Yongye Nongfeng entered into a one-year “Factoring Contracts with Recourse” with China Development Bank of RMB 80,000,000 (equivalent to US$12,980,270) which is secured by certain Yongye Nongfeng’s accounts receivable. The loan bears fixed annual interest rate of 6 %, is due in June 2014 and is guaranteed by Inner Mongolia Yongye. | |
In March 2014, Yongye Nongfeng obtained a short -term bank loan of RMB 100,000,000 (equivalent to US$16,225,337) with fixed annual interest rate of 7.8 % from China Everbright Bank, which is due in March 2015 and was guaranteed by the CEO of the Company and his wife and was pledged by Yongye Nongfeng’s patent. | |
In March 2014, Yongye Nongfeng obtained a short-term bank loan of RMB 50,000,000 (equivalent to US$8,112,669) with fixed annual interest rate of 7.2% from China Merchants Bank. The short-term bank loan is pledged by Inner Mongolia Yongye and the CEO of the Company, and is due on March 2015. | |
LONGTERM_LOANS_AND_PAYABLES
LONG-TERM LOANS AND PAYABLES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
LONG-TERM LOANS AND PAYABLES | ' | |||||||
NOTE 13 - LONG-TERM LOANS AND PAYABLES | ||||||||
As of March 31, 2014 and December 31, 2013, long-term loans consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Vehicle loans-employees | US$ | 24,214 | US$ | 38,909 | ||||
Vehicle loans-distributors | 16,723,692 | 17,293,525 | ||||||
Total | US$ | 16,747,906 | US$ | 17,332,434 | ||||
As of March 31, 2014 and December 31, 2013, vehicle loans-employees of US$24,214 and US$38,909, respectively, were secured by vehicles with initial carrying amount of US$304,072 and US$307,379, 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 other assets 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 11). 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 March 31, 2014 are: US$7,324,721, US$9,148,869, US$185,921, US$88,395, and US$nil, respectively. | ||||||||
CAPITAL_LEASES
CAPITAL LEASES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Leases, Capital [Abstract] | ' | |||||||
CAPITAL LEASES | ' | |||||||
NOTE 14- CAPITAL LEASES | ||||||||
As of March 31, 2014, vehicles were acquired under capital leases with a lease term of 5 years. | ||||||||
The following is an analysis of the vehicles acquired under capital leases. | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Vehicles | US$ | 1,376,341 | US$ | 1,260,773 | ||||
Less: Accumulated depreciation and amortization | 329,229 | 269,490 | ||||||
US$ | 1,047,112 | US$ | 991,283 | |||||
The following is a schedule by years of future minimum lease payments under capital leases and the present value of the net minimum lease payments as of March 31, 2014. | ||||||||
Year ending March 31: | ||||||||
2015 | US$ | 398,297 | ||||||
2016 | 398,297 | |||||||
2017 | 398,297 | |||||||
2018 | 187,310 | |||||||
2019 | 39,343 | |||||||
Total minimum lease payments | 1,421,544 | |||||||
Less: Amount representing interest | 304,258 | |||||||
Present value of net minimum lease payments | 1,117,286 | |||||||
Classification on consolidated balance sheet as of March 31, 2014: | ||||||||
Capital lease obligations - current portion | 245,811 | |||||||
Capital lease obligations - non-current | 871,475 | |||||||
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Expenses [Abstract] | ' | |||||||
ACCRUED EXPENSES | ' | |||||||
NOTE 15- ACCRUED EXPENSES | ||||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Research and development costs | US$ | 8,820,803 | US$ | 9,381,608 | ||||
Promotion expenses | 2,162,727 | 2,804,764 | ||||||
Advertising costs | 1,518,080 | 1,649,274 | ||||||
Freight charges | 2,115,962 | 1,989,453 | ||||||
Accrued payroll | 1,903,112 | 1,705,310 | ||||||
Others | 2,025,120 | 1,934,754 | ||||||
Total | US$ | 18,545,804 | US$ | 19,465,163 | ||||
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. | ||||||||
OTHER_PAYABLES
OTHER PAYABLES | 3 Months Ended |
Mar. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
OTHER PAYABLES | ' |
NOTE 16- OTHER PAYABLES | |
Other payables as of March 31, 2014 mainly represented payable of US$243,666 for the expansion construction of the production plant in Yongye Fumin, interest payable of US$1,919,369and non-income tax payables of US$1,969,569. Other payables as of December 31, 2013 mainly represented payable of US$ 324,410 for the expansion construction of the production plant in Yongye Fumin, interest payable of US$ 1,338,992 and non income tax payable of US$ 1,536,545. | |
EQUITY_FINANCING
EQUITY FINANCING | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
EQUITY FINANCING | ' | ||||
NOTE 17- 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”). | |||||
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 8) 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 | |||||
Expected term in years | 3 years | ||||
Risk-free interest rates | 0.87 | % | |||
Volatility | 57.1 | % | |||
Dividend yield | 0 | % | |||
Fair value of underlying common shares (per share) | US$ | 5.32 | |||
Fair value of the redeemable Series A convertible preferred shares (per share) | US$ | 8.24 | |||
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. | |||||
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 10) and recover amounts paid for such rights, on or prior to June 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 year, management believes it is not probable that the Series A convertible preferred shares are redeemable as at March 31, 2014 and December 31, 2013. The Company assesses the probability of whether the redeemable Series A convertible preferred shares are redeemable at each reporting period end. | |||||
STATUTORY_RESERVE
STATUTORY RESERVE | 3 Months Ended |
Mar. 31, 2014 | |
Statutory Reserves [Abstract] | ' |
STATUTORY RESERVE | ' |
NOTE 18 - 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 three months ended March 31, 2014 and 2013, Yongye Nongfeng and Yongye Fumin made appropriations to this statutory reserve of US$1,036,103, and US$271,241, respectively. The accumulated balance of the statutory reserve of Yongye Nongfeng and Yongye Fumin as of March 31, 2014 and December 31, 2013 was US$42,439,286 and US$41,403,183, 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$40,317,322, representing the amount of accumulated balance of statutory reserve of Yongye Nongfeng and Yongye Fumin attributable to the Company as of March 31, 2014. | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
NOTE 19 - 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. In 2013, Yongye Nongfeng renewed its High-Tech Enterprise qualification, which entitled it to a preferential income tax rate of 15% for three years starting from January 1, 2013. 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 March 31, 2014 and 2013 were 15.58% and 0.81%, respectively. The effective income tax rate of PRC entities for the three months ended March 31, 2014 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. For the three months ended March 31, 2013, the losses before income tax expense of the PRC entities and the non-PRC entities wereUS$32,536 and US$597,023 respectively, and the effective income tax rates of the PRC entities and the non-PRC entities were approximately 15.61% and 0% respectively. | |
There has been no change in unrecognized tax benefits during the three months ended March 31, 2014. 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 months ended March 31, 2014. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
FAIR VALUE MEASUREMENTS | ' |
NOTE 20 - FAIR VALUE MEASUREMENTS | |
The fair values of the financial instruments as of March 31, 2014 and December 31, 2013 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 17. | |
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 March 31, 2014 and December 31, 2013. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 21 - 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. In December 2013, the lease contract was renewed and the tenancy period was extended to December 31, 2014. The lease expense for the Beijing office and facility was US$90,534 and US$66,404 for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, the minimum lease payment for next year under non-cancellable operating lease agreement is US$269,599. There is no minimum lease payment in the next second, third, fourth and fifth year. | |
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 (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. All of the complaints were filed in Nevada state court (Eighth Judicial District Court, Clark County, Nevada), and all of the complaints challenge the Wu Proposal, alleging among other things, that the consideration to be paid in such proposal is inadequate, as is the process by which the proposal is being evaluated. The complaints seek, 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. The complaints have been served on the Company. On or about March 5, 2013, the plaintiff in the Doherty case filed a notice of voluntary dismissal. By stipulation and order, ordered April 23, 2013 (“April Order”), the remaining cases were consolidated for all purposes under the caption In re Yongye International, Inc. Shareholders’ Litigation, Case No. A-12-670468-B. Under the April Order, the plaintiffs were directed to file a consolidated complaint within 20 days of the announcement of a definitive merger agreement entered into in connection with any proposed going private transaction. By stipulation and order, ordered October 18, 2013 (the “October Order”), the plaintiffs were directed to file a consolidated complaint within 14 days of the filing of the preliminary proxy statement. On November 7, 2013, the plaintiffs filed their consolidated complaint, which alleges, among other things, that consideration to be paid under the Original Merger Agreement is inadequate, that the process leading to the Original Merger Agreement was flawed, and that the defendants failed to include all material information in the Proxy Statement. | |
On December 23, 2013, plaintiffs filed a motion to preliminarily enjoin the stockholder vote. The motion was heard on January 27, 2014, and on February 19, 2014 the court issued an order denying the plaintiffs’ motion. The Company has reviewed the allegations contained in the consolidated complaint and believes they are without merit. The Company intends to defend the litigations 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. | |
Between April 14, 2014 and April 25, 2014, three additional complaints were filed in Nevada state court (Eighth Judicial District Court, Clark County, Nevada), captioned Evans v. Yongye International, Inc., et al., A-14-699369-C; Merrick v. Yongye International, Inc., et al., A-14-699391-B; and Klein v. Yongye International, Inc., et al., A-14-699821-C. These complaints are similar to the complaints, described above, that were filed in 2012 and consolidated into In re Yongye International, Inc. Shareholders’ Litigation, Case No., A-12-670468-B (the “Consolidated Action”), except that they allege that consideration offered to be paid pursuant to the Amendment is inadequate. Each of the three new complaints name the same defendants and assert substantially the same claims and seek substantially the same relief as does the Consolidated Action. The plaintiffs in the Consolidated Action have taken steps to have the three April 2014 cases consolidated into that action. | |
On May 9, 2014, the plaintiffs in the Consolidated Action filed a Second Consolidated Amended Complaint, which alleges, among other things, that the consideration to be paid under the Amended Merger Agreement is inadequate, that the process leading to the Amended Merger Agreement was flawed, and that the defendants failed to include material information in the proxy statement. The amended consolidated complaint seeks, among other things, to enjoin the transaction and monetary damages. The Company has reviewed the allegations in the amended consolidated complaint and believes they are without merit. | |
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS AND BALANCES | ' |
NOTE 22 - RELATED PARTY TRANSACTIONS AND BALANCES | |
On January 4, 2012, 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, 2012 to December 31, 2012. The operating lease was renewed on January 3, 2014 for the period from January 4, 2014 to December 31, 2015. The lease expense for the research and development facility was US$65,384 and US$63,680 for the three months ended March 31, 2014 and 2013, respectively. | |
During the three months ended March 31, 2014 and 2013, Yongye Nongfeng obtained a number of short term loans from banks and other financial institution which were guaranteed by the related parties or pledged by the related party’s assets. Detailed information is included in Note 12. No guarantee fees were paid to the related parties. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
EARNINGS PER SHARE | ' | |||||||
NOTE 23 - EARNINGS PER SHARE | ||||||||
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated: | ||||||||
For the Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net income/ (loss) attributable to Yongye International, Inc. | US$ | 22,384,048 | US$ | -612,572 | ||||
Paid-in-kind dividends on redeemable Series A convertible preferred shares | -1,183,736 | -852,431 | ||||||
Earnings allocated to participating redeemable Series A convertible preferred shares | -2,411,429 | - | ||||||
Net income/(loss) for basic and diluted earnings per share | 18,788,883 | -1,465,003 | ||||||
Denominator: | ||||||||
Weighted average shares of common stock | 50,685,216 | 50,669,880 | ||||||
Basic and diluted earnings/(losses) per common stock | 0.37 | -0.03 | ||||||
CONCENTRATIONS_AND_CREDIT_RISK
CONCENTRATIONS AND CREDIT RISKS | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Risks and Uncertainties [Abstract] | ' | |||||||||||||||
CONCENTRATIONS AND CREDIT RISKS | ' | |||||||||||||||
NOTE 24 - CONCENTRATIONS AND CREDIT RISKS | ||||||||||||||||
At March 31, 2014, the Company held cash in banks of approximately US$246,280,662that is uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily places cash deposits only with large financial institutions in the PRC with acceptable credit ratings. | ||||||||||||||||
Five major customers accounted for 47% and one major customer accounted for 12% of the Company’s total revenue for the three months ended March 31, 2014. Five major customers accounted for 49% and one major customer accounted for 20% of the Company’s total revenue for the three months ended March 31, 2013. The Company’s total revenue to five major customers were US$70,963,205 and US$22,248,033for the three months ended March 31, 2014 and 2013, respectively. In addition, all these major customers are distributors in the PRC agriculture industry. | ||||||||||||||||
For the three months ended March 31, 2014 | For the three months ended March 31, 2013 | |||||||||||||||
Largest | Amount of Sales | % Total | Largest | Amount of Sales | % Total | |||||||||||
Customers | Sales | Customers | Sales | |||||||||||||
Customer A | US$ | 18,493,381 | 12 | % | Customer A | US$ | 9,151,314 | 20 | % | |||||||
Customer G | 14,838,256 | 10 | % | Customer B | 3,961,504 | 9 | % | |||||||||
Customer H | 13,152,002 | 9 | % | Customer C | 3,401,944 | 7 | % | |||||||||
Customer C | 12,300,299 | 8 | % | Customer D | 3,143,530 | 7 | % | |||||||||
Customer I | 12,179,267 | 8 | % | Customer E | 2,589,741 | 6 | % | |||||||||
Total | US$ | 70,963,205 | 47 | % | Total | US$ | 22,248,033 | 49 | % | |||||||
Three major suppliers accounted for 81% (US$107,406,605), of which one major supplier accounted for 43% (US$57,159,338) of the Company’s inventory purchase for the three months ended March 31, 2014. Three major suppliers accounted for 85% (US$34,594,096), of which one major supplier accounted for 38% (US$15,577,462) of the Company’s inventory purchase for the three months ended March 31, 2013. If these suppliers terminate their supply relationship with the Company, the Company may be unable to purchase sufficient raw materials on acceptable terms which may adversely affect the Company’s results of operations. | ||||||||||||||||
The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors. | ||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION | ' |
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, 2013 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, 2013 audited consolidated financial statements of the Company included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. | |
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of March 31, 2014, the results of operations for the three months ended March 31, 2014 and 2013 and cash flows for the three months ended March 31, 2014 and 2013, have been made. | |
The Company’s business is subject to seasonal variations, thus, the results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014. 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 | ' |
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 fixed assets; the allowance for doubtful accounts; the fair value determination of financial and equity instruments the realizability of deferred tax assets and inventories; the recoverability of 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. | |
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | |||||||
Accounts receivable at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Accounts receivable | US$ | 198,441,138 | US$ | 343,462,019 | ||||
Less: allowance for doubtful accounts | -9,220,472 | -9,320,739 | ||||||
Total | US$ | 189,220,666 | US$ | 334,141,280 | ||||
Schedule of Allowance for Doubtful Accounts [Table Text Block] | ' | |||||||
The activities in the allowance for doubtful accounts for the three months ended March 31, 2014 and 2013 are as follows: | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Allowance for doubtful accounts at beginning of period | US$ | 9,320,739 | US$ | 9,007,960 | ||||
Foreign currency translation adjustment | -100,267 | 49,533 | ||||||
Allowance for doubtful accounts at end of period | US$ | 9,220,472 | US$ | 9,057,493 | ||||
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Utility Inventory [Table Text Block] | ' | |||||||
Inventories at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Finished goods | US$ | 189,863,869 | US$ | 195,385,393 | ||||
Work in progress | 13,327,449 | 55,191,591 | ||||||
Raw materials | 80,243,472 | 577,159 | ||||||
Consumables and packing supplies | 5,558,950 | 218,607 | ||||||
Total | US$ | 288,993,740 | US$ | 251,372,750 | ||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property, plant and equipment at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Buildings | US$ | 17,711,101 | US$ | 17,903,698 | ||||
Machinery and equipment | 7,692,836 | 7,776,491 | ||||||
Office equipment and furniture | 564,091 | 564,196 | ||||||
Vehicles | 3,733,408 | 3,787,325 | ||||||
Software | 31,667 | 32,012 | ||||||
Leasehold improvements | 996,477 | 1,007,313 | ||||||
30,729,580 | 31,071,035 | |||||||
Less: Accumulated depreciation and amortization | 7,721,082 | 7,395,795 | ||||||
Property, plant and equipment, net | US$ | 23,008,498 | US$ | 23,675,240 | ||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | ' | ||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | ||||||||||||
Intangible asset at March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||||||
March 31, 2014 | |||||||||||||
Weighted | |||||||||||||
average | Gross | Net | |||||||||||
amortization | carrying | Accumulated | carrying | ||||||||||
period | amount | amortization | amount | ||||||||||
Amortizing intangible assets: | |||||||||||||
Customer List | 9 years | US$ | 26,718,197 | -11,132,582 | 15,585,615 | ||||||||
Patent | 10 years | 117,950 | -73,719 | 44,231 | |||||||||
Total | US$ | 26,836,147 | -11,206,301 | 15,629,846 | |||||||||
December 31, 2013 | |||||||||||||
Weighted | |||||||||||||
average | Gross | Net | |||||||||||
amortization | carrying | Accumulated | carrying | ||||||||||
period | amount | amortization | amount | ||||||||||
Amortizing intangible assets: | |||||||||||||
Customer List | 9 years | US$ | 27,008,741 | -10,503,399 | 16,505,342 | ||||||||
Patent | 10 years | 119,233 | -71,540 | 47,693 | |||||||||
Total | US$ | 27,127,974 | -10,574,939 | 16,553,035 | |||||||||
LAND_USE_RIGHT_Tables
LAND USE RIGHT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Land Use Right [Abstract] | ' | |||||||
Schedule of Property Subject to Land Use Right [Table Text Block] | ' | |||||||
As of March 31, 2014 and December 31, 2013 land use right represented: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Land use right | US$ | 5,267,800 | US$ | 5,325,084 | ||||
Less: Accumulated amortization | 484,775 | 462,207 | ||||||
Total | US$ | 4,783,025 | US$ | 4,862,877 | ||||
LONGTERM_LOANS_AND_PAYABLES_Ta
LONG-TERM LOANS AND PAYABLES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | |||||||
As of March 31, 2014 and December 31, 2013, long-term loans consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Vehicle loans-employees | US$ | 24,214 | US$ | 38,909 | ||||
Vehicle loans-distributors | 16,723,692 | 17,293,525 | ||||||
Total | US$ | 16,747,906 | US$ | 17,332,434 | ||||
CAPITAL_LEASES_Tables
CAPITAL LEASES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Leases, Capital [Abstract] | ' | |||||||
Schedule of Capital Leased Assets [Table Text Block] | ' | |||||||
The following is an analysis of the vehicles acquired under capital leases. | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Vehicles | US$ | 1,376,341 | US$ | 1,260,773 | ||||
Less: Accumulated depreciation and amortization | 329,229 | 269,490 | ||||||
US$ | 1,047,112 | US$ | 991,283 | |||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | |||||||
The following is a schedule by years of future minimum lease payments under capital leases and the present value of the net minimum lease payments as of March 31, 2014. | ||||||||
Year ending March 31: | ||||||||
2015 | US$ | 398,297 | ||||||
2016 | 398,297 | |||||||
2017 | 398,297 | |||||||
2018 | 187,310 | |||||||
2019 | 39,343 | |||||||
Total minimum lease payments | 1,421,544 | |||||||
Less: Amount representing interest | 304,258 | |||||||
Present value of net minimum lease payments | 1,117,286 | |||||||
Classification on consolidated balance sheet as of March 31, 2014: | ||||||||
Capital lease obligations - current portion | 245,811 | |||||||
Capital lease obligations - non-current | 871,475 | |||||||
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Expenses [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Research and development costs | US$ | 8,820,803 | US$ | 9,381,608 | ||||
Promotion expenses | 2,162,727 | 2,804,764 | ||||||
Advertising costs | 1,518,080 | 1,649,274 | ||||||
Freight charges | 2,115,962 | 1,989,453 | ||||||
Accrued payroll | 1,903,112 | 1,705,310 | ||||||
Others | 2,025,120 | 1,934,754 | ||||||
Total | US$ | 18,545,804 | US$ | 19,465,163 | ||||
EQUITY_FINANCING_Tables
EQUITY FINANCING (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
Schedule of Assumptions Used [Table Text Block] | ' | ||||
Assumptions used to calculate the fair value were as follows: | |||||
June 9, 2013 | |||||
Expected term in years | 3 years | ||||
Risk-free interest rates | 0.87 | % | |||
Volatility | 57.1 | % | |||
Dividend yield | 0 | % | |||
Fair value of underlying common shares (per share) | US$ | 5.32 | |||
Fair value of the redeemable Series A convertible preferred shares (per share) | US$ | 8.24 | |||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | ' | |||||||
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated: | ||||||||
For the Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Numerator: | ||||||||
Net income/ (loss) attributable to Yongye International, Inc. | US$ | 22,384,048 | US$ | -612,572 | ||||
Paid-in-kind dividends on redeemable Series A convertible preferred shares | -1,183,736 | -852,431 | ||||||
Earnings allocated to participating redeemable Series A convertible preferred shares | -2,411,429 | - | ||||||
Net income/(loss) for basic and diluted earnings per share | 18,788,883 | -1,465,003 | ||||||
Denominator: | ||||||||
Weighted average shares of common stock | 50,685,216 | 50,669,880 | ||||||
Basic and diluted earnings/(losses) per common stock | 0.37 | -0.03 | ||||||
CONCENTRATIONS_AND_CREDIT_RISK1
CONCENTRATIONS AND CREDIT RISKS (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Risks and Uncertainties [Abstract] | ' | |||||||||||||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | ' | |||||||||||||||
In addition, all these major customers are distributors in the PRC agriculture industry. | ||||||||||||||||
For the three months ended March 31, 2014 | For the three months ended March 31, 2013 | |||||||||||||||
Largest | Amount of Sales | % Total | Largest | Amount of Sales | % Total | |||||||||||
Customers | Sales | Customers | Sales | |||||||||||||
Customer A | US$ | 18,493,381 | 12 | % | Customer A | US$ | 9,151,314 | 20 | % | |||||||
Customer G | 14,838,256 | 10 | % | Customer B | 3,961,504 | 9 | % | |||||||||
Customer H | 13,152,002 | 9 | % | Customer C | 3,401,944 | 7 | % | |||||||||
Customer C | 12,300,299 | 8 | % | Customer D | 3,143,530 | 7 | % | |||||||||
Customer I | 12,179,267 | 8 | % | Customer E | 2,589,741 | 6 | % | |||||||||
Total | US$ | 70,963,205 | 47 | % | Total | US$ | 22,248,033 | 49 | % | |||||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||
Jan. 04, 2008 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 16, 2003 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2007 | Nov. 30, 2007 | Nov. 30, 2007 | Nov. 30, 2007 | 23-May-07 | Jul. 20, 2010 | Jul. 20, 2010 | Oct. 31, 2009 | Jun. 05, 2009 | Oct. 31, 2009 | Jun. 05, 2009 | Oct. 31, 2009 | 31-May-11 | |
USD ($) | USD ($) | Parent [Member] | Original Merger Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Product [Member] | Inner Mongolia Yongye [Member] | Inner Mongolia Yongye [Member] | Aso [Member] | Aso [Member] | Fullmax Pacific Limited [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | Yongye Nongfeng Biotechnology Co [Member] | M S P E Agriculture Holding Limited [Member] | |||
USD ($) | USD ($) | USD ($) | Amended Merger Agreement [Member] | Amended Merger Agreement [Member] | Original Merger Agreement [Member] | USD ($) | Amended Merger Agreement [Member] | Amended Merger Agreement [Member] | Original Merger Agreement [Member] | CJV Agreement 2007 [Member] | CJV Agreement 2007 [Member] | USD ($) | CNY | USD ($) | Inner Mongolia Yongye [Member] | Inner Mongolia Yongye [Member] | Aso [Member] | Aso [Member] | USD ($) | ||||||||||
Subsequent Event [Member] | USD ($) | Subsequent Event [Member] | USD ($) | CJV Agreement 2009 [Member] | CJV Agreement 2009 [Member] | ||||||||||||||||||||||||
USD ($) | USD ($) | ||||||||||||||||||||||||||||
Organization And Description of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation, State Country Name | ' | 'State of Nevada | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation, Date of Incorporation | 4-Jan-08 | 12-Dec-06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Information, Former Legal or Registered Name | 'Yongye Nongfeng | 'Yongye International, Inc | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Name of Acquired Entity | ' | 'Fullmax Pacific Limited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 90.00% | ' | 84.70% | ' | ' | 4.50% | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,700,000 | ' | ' | ' | ' | ' |
Authorized Share Capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,731,880 | 100,000,000 | ' | ' | ' | ' | ' | ' |
Conversion of Preferred Shares into Common Stock Exercise Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.80 |
Noncontrolling Interest, Ownership Percentage by Parent | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Preferred Shares into Common Stock Shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,444,755 | ' | ' | ' | ' | ' | ' | ' | 5,681,818 |
Proceeds from Issuance of Convertible Preferred Stock (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 |
Debt Instrument, Convertible, Conversion Price | ' | $6.69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Common Stock Outstanding | ' | 33.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Termination Fees | ' | 10,000,000 | ' | ' | 2,000,000 | ' | ' | 2,000,000 | ' | 2,000,000 | ' | 4,000,000 | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Profit Sharing Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 90.00% | ' | ' | ' | ' | 0.50% | 5.00% | 99.50% | 95.00% | ' |
Common Stock Par Or Stated Value Per Share | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Equity Issuance, Per Share Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.69 | $6.69 | ' | ' | $7.10 | $7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | 47.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, Net, Total | ' | $79,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement Termination Date | ' | ' | ' | ' | ' | ' | ' | ' | 'June 23, 2014 | ' | ' | ' | 'September 22, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable | $198,441,138 | $343,462,019 | ' | ' |
Less: allowance for doubtful accounts | -9,220,472 | -9,320,739 | -9,057,493 | -9,007,960 |
Total | $189,220,666 | $334,141,280 | ' | ' |
ACCOUNTS_RECEIVABLE_Details_1
ACCOUNTS RECEIVABLE (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Allowance for doubtful accounts at beginning of period | $9,320,739 | $9,007,960 |
Foreign currency translation adjustment | -100,267 | 49,533 |
Allowance for doubtful accounts at end of period | $9,220,472 | $9,057,493 |
ACCOUNTS_RECEIVABLE_Details_Te
ACCOUNTS RECEIVABLE (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Net | $189,220,666 | $334,141,280 |
Accounts Receivable Collection Percentage | 72.00% | ' |
May 9, 2014 [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts Receivable, Net | $6,200,000 | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' |
Finished goods | $189,863,869 | $195,385,393 |
Work in progress | 13,327,449 | 55,191,591 |
Raw materials | 80,243,472 | 577,159 |
Consumables and packing supplies | 5,558,950 | 218,607 |
Total | $288,993,740 | $251,372,750 |
INVENTORIES_Details_Textual
INVENTORIES (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' |
Unrecognized Revenue Finished Goods | $67,959,723 | $43,713,713 |
Inventory, Net | 288,993,740 | 251,372,750 |
Cost of Sales [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory, Net | $11,000,000 | ' |
DEPOSITS_TO_SUPPLIERS_Details_
DEPOSITS TO SUPPLIERS (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Deposits To Suppliers [Line Items] | ' | ' |
Deposit Made To Suppliers | $81,605,189 | $54,021,668 |
Raw materials | 80,243,472 | 577,159 |
May 9, 2014 [Member] | ' | ' |
Deposits To Suppliers [Line Items] | ' | ' |
Raw materials | $5,700,000 | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Buildings | $17,711,101 | $17,903,698 |
Machinery and equipment | 7,692,836 | 7,776,491 |
Office equipment and furniture | 564,091 | 564,196 |
Vehicles | 3,733,408 | 3,787,325 |
Software | 31,667 | 32,012 |
Leasehold improvements | 996,477 | 1,007,313 |
Property, Plant and Equipment, Gross | 30,729,580 | 31,071,035 |
Less: Accumulated depreciation and amortization | 7,721,082 | 7,395,795 |
Property, plant and equipment, net | $23,008,498 | $23,675,240 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT AND EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation, Depletion and Amortization (in dollars) | $471,558 | $621,038 | ' |
Secured Long-term Debt, Noncurrent (in dollars) | 16,747,906 | ' | 17,332,434 |
Capital Leased Assets, Gross | 1,376,341 | ' | 1,260,773 |
Vehicle Loans Employees [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Plant Property and Equipment Held As Collateral At Carrying Value (in dollars) | 304,072 | ' | 307,379 |
Secured Long-term Debt, Noncurrent (in dollars) | 24,214 | ' | 38,909 |
Building [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Plant Property and Equipment Held As Collateral At Carrying Value (in dollars) | 6,200,000 | ' | 6,200,000 |
Eleven Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capital Leased Assets, Gross | 1,376,344 | ' | 1,260,773 |
Five Vehicle [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capital Leased Assets, Gross | $1,300,000 | ' | $1,300,000 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Amortizing intangible assets: | ' | ' |
Gross carrying amount | $26,836,147 | $27,127,974 |
Accumulated amortization | -11,206,301 | -10,574,939 |
Net carrying amount | 15,629,846 | 16,553,035 |
Customer Lists [Member] | ' | ' |
Amortizing intangible assets: | ' | ' |
Weighted average amortization period (in years) | '9 years | '9 years |
Gross carrying amount | 26,718,197 | 27,008,741 |
Accumulated amortization | -11,132,582 | -10,503,399 |
Net carrying amount | 15,585,615 | 16,505,342 |
Patents [Member] | ' | ' |
Amortizing intangible assets: | ' | ' |
Weighted average amortization period (in years) | '10 years | '10 years |
Gross carrying amount | 117,950 | 119,233 |
Accumulated amortization | -73,719 | -71,540 |
Net carrying amount | $44,231 | $47,693 |
INTANGIBLE_ASSETS_Details_Text
INTANGIBLE ASSETS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2011 | Jul. 31, 2010 | Mar. 31, 2014 | Dec. 31, 2013 | |
Customer Lists [Member] | Customer Lists [Member] | Customer Lists [Member] | Customer Lists [Member] | |||
Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | $750,663 | $772,137 | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 2,980,484 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,980,484 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,980,484 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 2,980,484 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 2,980,484 | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Purchase of Assets (in shares) | ' | ' | ' | 3,600,000 | ' | ' |
Finite Lived Intangible Assets Acquired Cash Consideration | ' | ' | ' | 3,000,000 | ' | ' |
Payment Finite Lived Intangible Assets Acquired Purchase Consideration | ' | ' | 3,000,000 | ' | ' | ' |
Finite Lived Intangible Asset Useful Life (in years) | ' | ' | ' | ' | '9 years | '9 years |
Finite-Lived Patents, Gross | $100,000 | ' | ' | ' | ' | ' |
LAND_USE_RIGHT_Details
LAND USE RIGHT (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Land Use Right [Line Items] | ' | ' |
Land use right | $5,267,800 | $5,325,084 |
Less: Accumulated amortization | 484,775 | 462,207 |
Total | $4,783,025 | $4,862,877 |
LAND_USE_RIGHT_Details_Textual
LAND USE RIGHT (Details Textual) (Use Rights [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Use Rights [Member] | ' | ' |
Land Use Right [Line Items] | ' | ' |
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | $4.60 | $4.60 |
PREPAYMENT_FOR_MINING_PROJECT_
PREPAYMENT FOR MINING PROJECT (Details Textual) | 1 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2010 | Mar. 31, 2010 | Mar. 31, 2010 | Aug. 31, 2011 |
Mining Properties and Mineral Rights [Member] | Mining Properties and Mineral Rights [Member] | Mining Properties and Mineral Rights [Member] | ||
Mineral Right [Member] | Mineral Right [Member] | Mineral Resource Exploration Permit [Member] | ||
USD ($) | CNY | |||
Prepayment For Mining Project [Line Items] | ' | ' | ' | ' |
Payments to Acquire Mineral Rights (in dollars) | ' | $35 | 240 | ' |
Mining Rights Vendor | 'Wuchuan Shuntong Humic Acid Company Ltd | ' | ' | ' |
Exploration Area Mining (in square kilometer) | ' | ' | ' | 29.74 |
Exploration Right Period (in years) | ' | ' | ' | '3 years |
DISTRIBUTORS_VEHICLES_Details_
DISTRIBUTORS VEHICLES (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Distributors Vehicles [Line Items] | ' | ' | ' |
Deferred tax liabilities (in dollars) | $4,971,619 | ' | $5,410,240 |
Property, Plant and Equipment, Useful Life, Average | '5 years | ' | ' |
Vehicles [Member] | ' | ' | ' |
Distributors Vehicles [Line Items] | ' | ' | ' |
Amortization Expense Of Distributor Vehicles | 3,161,064 | 2,995,608 | ' |
Deferred tax liabilities (in dollars) | $4,971,619 | ' | $5,410,240 |
SHORTTERM_BANK_LOANS_Details_T
SHORT-TERM BANK LOANS (Details Textual) | Mar. 31, 2014 | Dec. 31, 2013 | 31-May-13 | 31-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2013 | Nov. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | 31-May-13 | 31-May-13 |
USD ($) | USD ($) | Short-term Debt [Member] | Short-term Debt [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 1 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | Short Term Loan 2 [Member] | |
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | |||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt | $138,726,636 | $115,632,535 | $34,073,209 | 210,000,000 | $16,225,337 | 100,000,000 | $12,980,270 | 80,000,000 | $16,225,337 | 100,000,000 | $16,225,337 | 100,000,000 | $9,735,202 | 60,000,000 | $8,112,669 | 50,000,000 | $8,112,669 | 50,000,000 | $4,056,336 | 25,000,000 | $12,980,270 | 80,000,000 | $11,357,736 | 70,000,000 |
Short-term Debt, Lender | ' | ' | ' | ' | 'China Everbright Bank | 'China Everbright Bank | 'China Development Bank | 'China Development Bank | 'China Merchants Bank | 'China Merchants Bank | 'China Everbright Bank | 'China Everbright Bank | 'China CITIC Bank | 'China CITIC Bank | 'China Merchants Bank | 'China Merchants Bank | 'China Merchants Bank | 'China Merchants Bank | 'Agricultural Bank of China | 'Agricultural Bank of China | 'Shandong International Trust Corporation | 'Shandong International Trust Corporation | ' | ' |
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | ' | 5.85% | 5.85% | 7.80% | 7.80% | 6.00% | 6.00% | 6.90% | 6.90% | 7.20% | 7.20% | 7.80% | 7.80% | 7.20% | 7.20% | 6.90% | 6.90% | 7.20% | 7.20% | 7.20% | 7.20% | 5.70% | 5.70% |
Short-term Debt, Maturity Date | ' | ' | 31-May-14 | 31-May-14 | 31-Mar-15 | 31-Mar-15 | 30-Jun-14 | 30-Jun-14 | 30-Nov-14 | 30-Nov-14 | 31-Oct-14 | 31-Oct-14 | 19-Jun-14 | 19-Jun-14 | 31-Mar-15 | 31-Mar-15 | 30-Nov-14 | 30-Nov-14 | 17-Jul-14 | 17-Jul-14 | 30-Jun-14 | 30-Jun-14 | ' | ' |
Debt Instrument, Collateral Amount | ' | ' | $34,443,735 | 210,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONGTERM_LOANS_AND_PAYABLES_De
LONG-TERM LOANS AND PAYABLES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Total | $16,747,906 | $17,332,434 |
Vehicle Loans Employees [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | 24,214 | 38,909 |
Vehicle Loans Distributors [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total | $16,723,692 | $17,293,525 |
LONGTERM_LOANS_AND_PAYABLES_De1
LONG-TERM LOANS AND PAYABLES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Secured Long-term Debt, Noncurrent (in dollars) | $16,747,906 | $17,332,434 |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months (in dollars) | 7,324,721 | ' |
Long-term Debt, Maturities, Repayments of Principal in Year Two (in dollars) | 9,148,869 | ' |
Long-term Debt, Maturities, Repayments of Principal in Year Three (in dollars) | 185,921 | ' |
Long-term Debt, Maturities, Repayments of Principal in Year Four (in dollars) | 88,395 | ' |
Long-term Debt, Maturities, Repayments of Principal in Year Five (in dollars) | 0 | ' |
Vehicle Loans Employees [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Secured Long-term Debt, Noncurrent (in dollars) | 24,214 | 38,909 |
Plant Property and Equipment Held As Collateral At Carrying Value (in dollars) | 304,072 | 307,379 |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 5.40% | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 14.54% | ' |
Long-term Debt, Maturities, Repayment Terms | 'The vehicle loans-employees are payable in monthly installments over three to five years. | ' |
Vehicle Loans Distributor [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Secured Long-term Debt, Noncurrent (in dollars) | $16,723,692 | $17,293,525 |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 5.40% | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 18.24% | ' |
Long-term Debt, Maturities, Repayment Terms | 'The loans have two or three years terms and are payable in monthly installments | ' |
CAPITAL_LEASES_Details
CAPITAL LEASES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Capital Leased Assets [Line Items] | ' | ' |
Vehicles | $1,376,341 | $1,260,773 |
Less: Accumulated depreciation and amortization | 329,229 | 269,490 |
Capital Leases, Balance Sheet, Assets By Major Class, Net | $1,047,112 | $991,283 |
CAPITAL_LEASES_Details_1
CAPITAL LEASES (Details 1) (USD $) | Mar. 31, 2014 |
Capital Leased Assets [Line Items] | ' |
2015 | $398,297 |
2016 | 398,297 |
2017 | 398,297 |
2018 | 187,310 |
2019 | 39,343 |
Total minimum lease payments | 1,421,544 |
Less: Amount representing interest | 304,258 |
Present value of net minimum lease payments | 1,117,286 |
Classification on consolidated balance sheet as of March 31, 2014: | ' |
Capital lease obligations - current portion | 245,811 |
Capital lease obligations - non-current | $871,475 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accrued Expenses [Line Items] | ' | ' |
Research and development costs | $8,820,803 | $9,381,608 |
Promotion expenses | 2,162,727 | 2,804,764 |
Advertising costs | 1,518,080 | 1,649,274 |
Freight charges | 2,115,962 | 1,989,453 |
Accrued payroll | 1,903,112 | 1,705,310 |
Others | 2,025,120 | 1,934,754 |
Total | $18,545,804 | $19,465,163 |
OTHER_PAYABLES_Details_Textual
OTHER PAYABLES (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accelerated Share Repurchases [Line Items] | ' | ' |
Other payables | $4,585,595 | $4,271,519 |
Interest Payable, Current | 1,919,369 | 1,338,992 |
Production Plant [Member] | ' | ' |
Accelerated Share Repurchases [Line Items] | ' | ' |
Other payables | 243,666 | 324,410 |
Non Income Tax Payable [Member] | ' | ' |
Accelerated Share Repurchases [Line Items] | ' | ' |
Other payables | $1,969,569 | $1,536,545 |
EQUITY_FINANCING_Details
EQUITY FINANCING (Details) (USD $) | 1 Months Ended |
Jun. 09, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' |
Expected term in years | '3 years |
Risk-free interest rates | 0.87% |
Volatility | 57.10% |
Dividend yield | 0.00% |
Fair value of underlying common shares (per share) | $5.32 |
Fair value of the redeemable Series A convertible preferred shares (per share) | $8.24 |
EQUITY_FINANCING_Details_Textu
EQUITY FINANCING (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||
Jun. 30, 2013 | Jun. 09, 2013 | Jun. 30, 2012 | 29-May-11 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Apr. 17, 2008 | Sep. 05, 2008 | Mar. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Oct. 08, 2010 | Oct. 10, 2011 | Oct. 31, 2010 | Oct. 15, 2010 | Jul. 31, 2010 | 8-May-09 | Sep. 05, 2008 | Apr. 17, 2008 | Jan. 04, 2010 | Dec. 17, 2009 | Dec. 31, 2009 | Jun. 09, 2011 | |
Year 2011 [Member] | Year 2012 [Member] | Year 2013 [Member] | Year 2014 [Member] | April Warrants [Member] | September Warrants [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Omnibus Securities and Incentive Plan 2010 [Member] | Omnibus Securities and Incentive Plan 2010 [Member] | Omnibus Securities and Incentive Plan 2010 [Member] | Omnibus Securities and Incentive Plan 2010 [Member] | Customer List [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | Underwriting [Member] | Underwriting [Member] | Underwriting [Member] | M S P E [Member] | |||||||
Guaranteed In Next Year [Member] | Guaranteed In Next Two Years [Member] | Guaranteed In Next Three Years [Member] | Management [Member] | Independent Directors [Member] | Independent Directors [Member] | Independent Directors [Member] | |||||||||||||||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | ' | ' | ' | ' | 50,685,216 | 50,685,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,137,000 | 1,166,333 | 1,183,667 | 46,667 | 3,600,000 | 5,834,083 | 6,073,006 | 6,495,619 | ' | 8,000,000 | ' | ' |
Common Stock Par Or Stated Value Per Share (in dollars per share) | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' | $0.00 | ' | ' |
Proceeds from Issuance of Private Placement (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,984,595 | $9,350,000 | $10,000,651 | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' |
Payments for Underwriting Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,692,000 | ' | ' |
Redeemable Series A convertible preferred shares, shares issued | ' | ' | ' | ' | 6,505,113 | 6,505,113 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,681,818 |
Proceeds from Issuance of Redeemable Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 |
Temporary Equity, Redemption Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.80 |
Issuance of paid-in-kind dividends on redeemable Series A convertible preferred shares | ' | 3,504,983 | 1,808,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity, Net Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84,000,000 | 210,000,000 | 399,000,000 | 682,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,623,905 | 1,518,253 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price Per Share Issued To Underwriters (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.50 | ' | ' |
Common Stock Shares Issued For Over Allotment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' |
Temporary Equity Dividend Percentage | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Dividend Percentage Maximum | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Dividend Percentage Minimum | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Redemption Price Per Share Maximum | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Maximum Number Of Shares Called | ' | ' | ' | 9,869,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Maximum Number Of Shares Called Percentage Of Shares Outstanding | ' | ' | ' | 19.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity Premium Payable On Redemption Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary Equity On Redemption Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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 Companys 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Received For Over Allotment Net Of Commission and Discounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' |
Preferred Stock Conversion Price | ' | ' | ' | ' | $8.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Threshold | ' | ' | ' | ' | ' | ' | 75,000,000 | 101,000,000 | 121,000,000 | 145,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Internal Rate Of Return | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Common Stock Issued For Over Allotment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,000,000 | ' |
Dividend Paid In Kind Shares | 425,568 | ' | 397,727 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STATUTORY_RESERVE_Details_Text
STATUTORY RESERVE (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Statutory Reserve [Line Items] | ' | ' | ' |
Statutory Accounting Practices, Statutory Capital and Surplus Required, Percentage | 10.00% | ' | ' |
Statutory Accounting Practices Statutory Capital and Surplus Percentage Maximum | 50.00% | ' | ' |
Yongye Nongfeng Biotechnology Co Ltd and Yongye Fumin Biotechnology Co [Member] | ' | ' | ' |
Statutory Reserve [Line Items] | ' | ' | ' |
Statutory Accounting Practices, Statutory Capital and Surplus, Balance (in dollars) | $1,036,103 | ' | $271,241 |
Statutory Accounting Practices, Retained Earnings Not Available for Dividends (in dollars) | 42,439,286 | 41,403,183 | ' |
Statutory Accounting Practices, Appropriations To Statutory Capital and Surplus (in dollars) | $40,317,322 | ' | ' |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2008 | Mar. 31, 2013 | Mar. 31, 2013 | |
Starting From January, 1 2010 [Member] | Starting From January, 1 2013 [Member] | From 2011 To 2020 [Member] | PRC Subsidiaries [Member] | PRC Subsidiaries [Member] | Nonprc Entities [Member] | Prc Entities [Member] | |||
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 15.58% | 0.81% | ' | ' | ' | 25.00% | 25.00% | 0.00% | 15.61% |
Income Tax Holiday, Description | 'the Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. | ' | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate, Continuing Operations | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation Preferential Income Tax Rate | ' | ' | 15.00% | 15.00% | 15.00% | ' | ' | ' | ' |
Operating Loss Carryforwards | ' | ' | ' | ' | ' | ' | ' | $597,023 | $32,536 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Other Commitments [Line Items] | ' | ' |
Operating Leases, Rent Expense, Net | $90,534 | $66,404 |
Operating Leases, Future Minimum Payments Due, Current | $269,599 | ' |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transaction [Line Items] | ' | ' |
Operating Leases, Rent Expense, Net | $90,534 | $66,404 |
Description Of Operating Leases, Renewal Term | 'The operating lease was renewed on January 3, 2014 for the period from January 4, 2014 to December 31, 2015. | ' |
Inner Mongolia Yongye [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Operating Leases, Rent Expense, Net | $65,384 | $63,680 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Numerator: | ' | ' |
Net income/ (loss) attributable to Yongye International, Inc. | $22,384,048 | ($612,572) |
Paid-in-kind dividends on redeemable Series A convertible preferred shares | -1,183,736 | -852,431 |
Earnings allocated to participating redeemable Series A convertible preferred shares | -2,411,429 | 0 |
Net income/(loss) for basic and diluted earnings per share | $18,788,883 | ($1,465,003) |
Denominator: | ' | ' |
Weighted average shares of common stock (in shares) | 50,685,216 | 50,669,880 |
Basic and diluted earnings/(losses) per common stock (in dollars per share) | $0.37 | ($0.03) |
CONCENTRATIONS_AND_CREDIT_RISK2
CONCENTRATIONS AND CREDIT RISKS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | $70,963,205 | $22,248,033 |
Concentration Risk, Percentage | 47.00% | 49.00% |
Customer A [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | 18,493,381 | 9,151,314 |
Concentration Risk, Percentage | 12.00% | 20.00% |
Customer B [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | ' | 3,961,504 |
Concentration Risk, Percentage | ' | 9.00% |
Customer C [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | 12,300,299 | 3,401,944 |
Concentration Risk, Percentage | 8.00% | 7.00% |
Customer D [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | ' | 3,143,530 |
Concentration Risk, Percentage | ' | 7.00% |
Customer E [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | ' | 2,589,741 |
Concentration Risk, Percentage | ' | 6.00% |
Customer G [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | 14,838,256 | ' |
Concentration Risk, Percentage | 10.00% | ' |
Customer H [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | 13,152,002 | ' |
Concentration Risk, Percentage | 9.00% | ' |
Customer I [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Revenues (in dollars) | $12,179,267 | ' |
Concentration Risk, Percentage | 8.00% | ' |
CONCENTRATIONS_AND_CREDIT_RISK3
CONCENTRATIONS AND CREDIT RISKS (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentration Risk [Line Items] | ' | ' |
Cash, Uninsured Amount (in dollars) | $246,280,662 | ' |
Concentration Risk, Percentage | 47.00% | 49.00% |
Revenues (in dollars) | 70,963,205 | 22,248,033 |
Three major suppliers [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Entity Wide Purchase Majors Suppliers Percentage | 81.00% | 85.00% |
Entity Wide Purchase Majors Supplier Amount (in dollars) | 107,406,605 | 34,594,096 |
One major supplier [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Entity Wide Purchase Majors Suppliers Percentage | 43.00% | ' |
Entity Wide Purchase Majors Supplier Amount (in dollars) | 57,159,338 | ' |
Entity Wide Purchase Major Single Supplier Percentage | ' | 38.00% |
Entity Wide Purchase Major Single Supplier Amount (in dollars) | ' | 15,577,462 |
One Major Customer [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 12.00% | 20.00% |
Five Major Customers [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 47.00% | 49.00% |
Revenues (in dollars) | $70,963,205 | $22,248,033 |