Yongye’s revenue increases 49.4% to $661.9M in fourth quarter 2013

Yongye International, Inc. (NASDAQ: YONG)("Yongye" or the "Company"), a leading developer, manufacturer, and distributor of crop nutrient products in the People's Republic of China ("PRC"), today announced its financial results for the fourth quarter and full year ended December 31, 2013.

Full Year 2013 Financial Highlights

• Revenue increased 49.4% to $661.9 million in 2013 from $443.0 million in 2012.
• Shipment of Yongye's agricultural nutrient products increased 22.1% to $662.0 million in 2013 from $542.2 million in 2012, within the Company's guidance of $650 to $680 million.
• Gross profit increased 54.3% year-over-year to $404.9 million.
• Income from operations increased 83.7% to $214.8 million from $116.9 million in 2012.
• Net income attributable to Yongye increased 82.3% to $170.8 million, or $2.93 per diluted share, compared to $93.7 million, or $1.62 per diluted share, in the same period of 2012.
• Adjusted net income attributable to Yongye, which excludes non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge, was $173.8 million, or $2.99 per diluted share, compared to $111.4 million, or $1.94 per diluted share, in the same period of 2012.*
• Operating cash inflow was $21.0 million in 2013 compared to an operating cash outflow of $51.4 million in 2012.
• At the end of 2013, the amount of accounts receivable outstanding was $343.5 million, of which $124.1 million was past the Company's six-month credit term. As of March 12, 2014, approximately $260.2 million had been collected from the Company's distributors, including $236.2 million of the accounts receivable outstanding at December 31, 2013. $111.9 million of the past due accounts receivable at December 31, 2013 were subsequently collected.

Fourth Quarter 2013 Financial Highlights

• Revenue increased 29.0% to $92.0 million from $71.3 million in the fourth quarter of 2012.
• Shipment of Yongye's agricultural nutrient products increased 30.2% to $110.8 million from $85.1 million in the fourth quarter of 2012.
• Gross profit increased 37.2% year-over-year to $52.7 million.
• Income from operations was $16.3 million, compared to $18.7 million in the fourth quarter of 2012.
• Net income attributable to Yongye was $14.6 million, or $0.24 per diluted share, compared to$19.4 million, or $0.32 per diluted share, in the same period of 2012.  
• Adjusted net income attributable to Yongye, which excludes non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge was $15.3 million, or $0.25 per diluted share, compared to $20.4 million, or $0.34 per diluted share, in the same period of 2012.*

Mr. Zishen Wu, Chairman and Chief Executive Officer of Yongye International, stated, "We are pleased with our overall performance in 2013. Our growth was in line with expectations, our branded retailer network exceeded the target of 36,000 and we also achieved positive cash flow from operations for the full year. We saw strong demand for Shengmingsu and two of our new products and we remain focused on our efforts to collect outstanding accounts receivable. As of March 12, 2014, we had collected a vast majority of the overdue accounts receivable at December 31, 2013."

Mr. Wu continued, "The underlying fundamentals of our business remain strong and the Board and management team will work closely together to explore all appropriate opportunities to maximize value for our shareholders. Looking to 2014, we will focus on executing several specific initiatives as a part of our plan to further grow our business, including diversifying our product offering by launching a new water soluble humic acid product, primarily used during irrigation. Although this product has lower margins compared to our existing products, our push into this new business segment is expected to both help us maintain the loyalty of our distributors while strengthening our market presence. In the coming year, we also intend to further expand our manufacturing capacity. Lastly, with increasing influence of our provincial-level distributors, we are actively pursuing opportunities to streamline our current distribution structure to support our efforts to improve prompt collection of accounts receivable. We believe these varied initiatives will enable us to continue to diversify the business and drive business growth and positive performance in 2014 and beyond."

Full Year 2013 Financial Results

Sales increased by $218.9 million, or 49.4%, to $661.9 million for the year ended December 31, 2013, from $443.0 million for the same period of 2012. For the full year, the Company derived $652.4 million, or 98.6% of total sales, from liquid crop nutrient, and derived $9.5 million, or 1.4% of total sales, from the powder animal nutrient. For the liquid crop nutrient, the regular crop nutrient contributed $559.9 million, or 85.8% of total sales of liquid crop nutrient, while two new products for crop seeds and roots contributed $92.5 million, or 14.2% of total liquid crop nutrient sales. During 2013, the number of branded retailers reached 36,100, compared to 35,058 as of December 31, 2012, an increase of 3.0%.

Gross profit was $404.9 million for the year ended December 31, 2013, compared to $262.4 million for the year ended December 31, 2012, an increase of 54.3%. Gross margin was 61.2% for the year ended December 31, 2013, compared to 59.2% for the same period of 2012.  The increase in gross margin was mainly due to the scale effect of increased sales and the Company's cost reduction initiatives. The Company recorded non-cash expenses of $3.0 million related to the amortization of the acquired Hebei customer list as part of its cost of sales for the full year 2013.  Excluding the aforementioned non-cash expenses related to the amortization of the acquired Hebei customer list, full year 2013 adjusted gross profit was $407.9 million, or 61.6% of sales.*

Selling expenses increased by $44.9 million to $149.0 million for the year ended December 31, 2013. As a percentage of sales for the year ended December 31, 2013, selling expenses remain the same level as that in 2012. The increase in selling expenses was primarily due to an increase in advertising and promotion expense and distributors' seminar expenditure of $45.6 million relating to marketing and promotional activities for the Company's products.

General and administrative ("G&A") expenses increased by $5.0 million, or 35.5%, to $19.1 million for the year ended December 31, 2013, from $14.1 million for the same period of 2012. The increase of G&A expenses was mainly due to that the equity based compensation expense of $3.7 million was recorded during 2012 while there was no award issued in 2013.

Research and development ("R&D") expenses were $22.1 million for the year ended December 31, 2013, compared to $16.6million for the same period of 2012. The R&D expenses mainly consisted of field testing expenses for new and existing products on various crops and in different geographic markets.

Operating income was $214.8 million, or 32.5% of sales for the year ended December 31, 2013, compared to $116.9 million, or 26.4% of sales, in the same period of 2012. Excluding non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, and goodwill impairment charge, full year 2013 adjusted operating income was $217.7 million, or 32.9% of sales.*  

Net income attributable to Yongye was $170.8 million, or $2.93 per diluted share for the year ended December 31, 2013, compared to a net income of $93.7 million, or $1.62 per diluted share, in the same period of 2012. Excluding the impact of non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge, adjusted net income attributable to Yongye for the full year 2013 was $173.8 million, or $2.99 per diluted share, compared to $111.4 million, or $1.94 per diluted share in the same period of 2012.*

Fourth Quarter 2013 Financial Results

Sales increased by $20.7 million, or 29.0%, to $92.0 million in the fourth quarter of 2013, from $71.3 million for the same period of 2012. At the end of the fourth quarter of 2013, the number of branded retailers increased to 36,100 from 35,506 at the end of the third quarter of 2013.

Gross profit was $52.7 million in the fourth quarter of 2013, compared to $38.4 million in the fourth quarter of 2012, an increase of 37.2%. Gross margin was 57.3% in the fourth quarter of 2013, compared to 53.9% for the same period of 2012. The increase in gross margin was mainly due to less products with lower margin were sold during the fourth quarter of 2013. The Company recorded non-cash expenses of $0.7 million related to the amortization of the acquired Hebei customer list as part of its cost of sales for the fourth quarter of 2013. Excluding the aforementioned non-cash expenses related to the amortization of the acquired Hebei customer list, fourth quarter 2013 adjusted gross profit was $53.4 million, or 58.2% of sales.*

Selling expenses increased by $11.9 million, or 83.2%, to $26.2 million in the fourth quarter of 2013, from $14.3 million for the same period of 2012. The increase in selling expenses was primarily due to increased promotion expenses of approximately $21.8 million incurred during the fourth quarter of 2013.

G&A expenses increased by $3.1 million, or 106.9%, to $6.0 million in the fourth quarter of 2013, from $2.9 million for the same period of 2012. The increase in G&A expenses was mainly due to the increased professional fee of approximately $1.9 million incurred during the fourth quarter of 2013.

R&D expenses were $4.3 million in the fourth quarter of 2013, compared to $2.5 million for the same period of 2012. The R&D expenses mainly consisted of field test expenses for new and existing products on various crops and in different geographic markets.

Operating income was $16.3 million in the fourth quarter of 2013, compared to $18.7 million in the same period of 2012. Excluding non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, and goodwill impairment charge, fourth quarter 2013 adjusted operating income was $17.0 million, or 18.5% of sales.*  

Net income attributable to Yongye was $14.6 million, or $0.24 per diluted share in the fourth quarter of 2013, compared to $19.4 million, or $0.32 per diluted share, in the same period of 2012. Excluding the impact of non-cash expenses related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge, adjusted net income attributable to Yongye for the fourth quarter of 2013 was $15.3 million, or $0.25 per diluted share, compared to $20.4 million, or $0.34 per diluted share in the same period of 2012.*

(*) See the table following this press release for a reconciliation of gross profit, income from operations, net income and diluted EPS to exclude non-cash items related to share-based compensation for management and independent directors, the amortization of the acquired Hebei customer list, a change in the fair value of derivative liabilities, and goodwill impairment charge to the comparable financial measure prepared in accordance with US Generally Accepted Accounting Principles ("U.S. GAAP").  

Financial Condition

Balance Sheet and Cash Flow

As of December 31, 2013, the Company had $123.8 million in cash and restricted cash, compared to $44.6 million as of December 31, 2012. Working capital was $594.6 million, compared to $383.3 million at the end of 2012.The Company had a $115.6 million short-term bank loan and $9.4 million in long-term debt as of December 31, 2013. Stockholders' equity totaled $632.9 million as of December 31, 2013, compared to $436.3 million at the end of 2012. Cash flow provided by operating activities was $21.0 million for the year ended December 31, 2013, compared to cash flow used in operating activities of $51.4 million in the year ended December 31, 2012. The year over year increase in cash flow from operating activities was primarily due to the increase of $81.0 million in net income.

Accounts Receivable

Accounts receivable increased by $40.5 million from the end of 2012, which was primarily due to the Company's continued business growth and was consistent with sales occurred in the second and third quarter of 2013 due to the seasonality of the Company's business.

At the end of 2013, the amount of accounts receivable outstanding was $343.5 million, of which $124.1 million was past the Company's six-month credit period, representing 36.2% of total gross accounts receivable balance as of December 31, 2013. Yongye recorded an allowance for doubtful receivables in the amount $9.3 million as of December 31, 2013, taking into account current market conditions, customers' financial condition, the accounts receivable ageing and the customers' repayment patterns. Subsequent to this, the Company has collected approximately $260.2 million from its distributors as of March 12, 2014, including $236.2 million of the accounts receivable outstanding at December 31, 2013. $111.9 million of the past due accounts receivable at December 31, 2013 were subsequently collected. The Company continues to take measures to increase collection efforts and closely monitor its distributors' financial status.

Recent Developments

Expansion of Branded Retailer Network

The Company continued the expansion of its branded retailer network from 35,058 as of December 31, 2012 to 36,100 as of December 31, 2013, an increase of 3.0%. This exceeded the Company's target for 2013 of 36,000 branded retailers. The majority of the Company's newly recruited branded retailers are located in Inner Mongolia, Xinjiang, Yunnan/Guizhou, Guangdong/Hainan and Henan provinces. The Company remains focused on expanding its distribution networks and deepening its penetration in both new and traditional markets.

Update on Go-private Proposal

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

On January 3, 2014, the Company issued a press release announcing that it has 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.

In connection with the special meeting of stockholders to approve the 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 Merger Agreement.

Subsequently, the adjourned special meeting of stockholders was held on March 5, 2014, and the proposal to approve the 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 Merger Agreement was therefore not approved by the Company's stockholders. The Merger Agreement has not yet been terminated.

Business Outlook

According to the Company's revenue recognition policy, certain distributors' revenue is being recognized on a cash basis rather than a shipment basis. As a result, the Company is not in a position to predict with specificity what its revenue will be until cash collection is completed. As such, to provide further clarity for investors, Yongye will continue to provide expectations on shipments, a metric that is not impacted by the revenue recognition issue mentioned above.

The Company expects total shipments in 2014 to be in the range of $800 million to $850 million, representing a growth of 20.8% to 28.4% over 2013. The growth will be from increase of both our existing and new businesses. The Company also expects that its branded retailer network will be expanded to 36,500 by the end of 2014, which represents a 1.1% increase over the 2013 year-end number of 36,100.

Conference Call

The Company will host a conference call at 8:30 a.m. Eastern Time on March 17, 2014, to discuss its fourth quarter and full year 2013 results.

To participate in the live conference call, please dial the following number five to ten minutes prior to the scheduled conference call time: +1 (855) 298-3404. International callers should dial+1 (631) 514-2526. The conference pass code is 9958528.

For those who are unable to participate on the live conference call, a replay will be available for fourteen days starting from 11:30 a.m. Eastern Time on March 17, 2014 to 11:59 p.m. Eastern Time on March 31, 2014. To access the replay, please dial +1 (866) 846-0868. International callers should dial+61 (2) 9641-7900. The replay pass code is 9958528. A webcast recording of the conference call will be accessible through Yongye's website at www.yongyeintl.com.

Use of Non-GAAP Financial Measures

GAAP results for the three months ended December 31, 2013 and full year 2013 include non-cash item related to the amortization of the acquired Hebei customer list.  To supplement the Company's condensed consolidated financial statements presented on a U.S. GAAP basis, the Company has provided adjusted financial information excluding the impact of the item in this release. It is a departure of U.S. GAAP; however, the Company's management believes that these adjusted measures provide investors with a better understanding of how the results relate to the Company's historical performance. These adjusted measures should not be considered an alternative to net income, or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP.  These measures are not necessarily comparable to a similarly titled measure of another company. A reconciliation of the adjustments to U.S. GAAP results appears in the table accompanying this press release. This additional adjusted information is not meant to be considered in isolation or as a substitute for U.S. GAAP financials. The adjusted financial information that the Company provides also may differ from the adjusted information provided by other companies.