BEIJING, March 17, 2014 /PRNewswire-FirstCall/ -- 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.

About Yongye International

Yongye International is a leading crop nutrient company headquartered in Beijing, with its production facilities located in Hohhot, Inner Mongolia, China. Yongye's principal product is a liquid crop nutrient, from which the Company derived substantially all of the sales in 2013. The Company also produces powder animal nutrient product which is mainly used for dairy cows. Both products are sold under the trade name "Shengmingsu," which means "life essential" in Chinese. The Company's patented formula utilizes fulvic acid as the primary compound base and is combined with various micro and macro nutrients that are essential for the health of the crops. The Company sells its products primarily to provincial level distributors, who sell to the end-users either directly or indirectly through county-level and village-level distributors. For more information, please visit the Company's website at www.yongyeintl.com.

Safe Harbor Statement

This press release contains certain statements that may include "forward-looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on the SEC's website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Contacts

Yongye International
Ms. Rain Xia
Phone: +86-10-8231-9608
E-mail: ir@yongyeintl.com

FTI Consulting
Mr. John Capodanno (U.S. Contact)
Phone: +1-212-850-5705
E-mail: john.capodanno@fticonsulting.com

Ms. May Shen (China Contact)
Phone: +86-10-8591-1951
E-mail: may.shen@fticonsulting.com


    YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

    CONSOLIDATED BALANCE SHEETS


                                                             December 31,               December 31,
                                                                 2013                   2012
                                                            -------------              -------------

    Current assets

    Cash                                                                  $123,728,435                $44,511,404

    Restricted cash                                                             40,000                     40,000

    Accounts receivable, net of allowance                                  334,141,280                293,600,762

    for doubtful accounts

    Inventories                                                            251,372,750                118,693,596

    Deposits to suppliers                                                   54,400,166                 24,048,028

    Perpaid expenses                                                           573,563                    312,648

    Other receivables                                                        1,427,845                  1,189,633

    Deferred tax assets                                                     12,615,399                 11,591,797
                                                                            ----------                 ----------

    Total Current Assets                                                   778,299,438                493,987,868


    Property, plant and equipment, net                                      23,675,240                 26,224,957

    Intangible assets, net                                                  16,553,035                 18,909,349

    Land use right, net                                                      4,862,877                  4,807,313

    Prepayment for mining project                                           37,035,215                 35,792,410

    Distributor vehicles                                                    36,133,400                 44,125,293


    Total Assets                                                          $896,559,205               $623,847,190
                                                                          ============               ============


    Current liabilities

    Short-term bank loans                                                 $115,632,535                $50,857,163

    Long-term loans and payables - current portion                           8,738,965                  9,149,280

    Capital lease obligations - current portion                                220,018                    395,878

    Accounts payable                                                         8,137,337                 12,364,193

    Income tax payable                                                      26,612,792                  3,196,078

    Advance from customers                                                     606,423                    154,944

    Accrued expenses                                                        19,465,163                 31,389,630

    Other payables                                                           4,271,519                  2,828,262

    Derivative liabilities- fair value of warrants                                   -                    348,364

    Total Current Liabilities                                              183,684,752                110,683,792


    Long-term loans and payables                                             8,593,469                 10,254,922

    Capital lease obligations - non-current                                    834,713                  2,134,155

    Other non-current liability                                             10,395,458                  6,683,802

    Deferred tax liabilities                                                 5,410,240                  6,618,794
                                                                             ---------                  ---------

    Total Liabilities                                                      208,918,632                136,375,465
                                                                           -----------                -----------


    Redeemable Series A convertible preferred                               54,713,640                 51,208,657

    shares: par value $.001; 7,969,044 shares

    authorized; 6,505,113 shares and 6,079,545

    shares issued and outstanding as of December

    31, 2013 and 2012, respectively


    Equity

    Common stock: par value $.001; 75,000,000                                   50,685                     50,604

    shares authorized; 50,685,216 shares and

    50,604,026 shares issued and outstanding at

    December 31, 2013 and 2012, respectively

    Additional paid-in capital                                             155,265,347                154,792,050

    Retained earnings                                                      408,015,540                240,679,395

    Accumulated other comprehensive income                                  38,674,997                 19,950,447
                                                                            ----------                 ----------

    Total equity attributable to Yongye International, Inc.                602,006,569                415,472,496

    Noncontrolling interest                                                 30,920,364                 20,790,572
                                                                            ----------                 ----------

    Total Equity                                                           632,926,933                436,263,068
                                                                           -----------                -----------

    Commitments and Contingencies                                                    -                          -


    Total Liabilities, Redeemable Series A                                $896,559,205               $623,847,190

    Convertible Preferred Shares and Equity



    YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF INCOME



                                                                     For the Three Months Ended                            For the Years Ended
                                                                     --------------------------                            -------------------

                                                                December 31,                  December 31,               December 31,                December 31,
                                                                    2013                          2012                   2013                     2012
                                                               -------------                 -------------              -------------               -------------

    Sales                                                                       $92,035,637                $71,260,204          $661,881,100                $442,986,604

    Cost of sales                                                                39,303,219                 32,902,107           256,962,530                 180,614,350
                                                                                 ----------                 ----------           -----------                 -----------

    Gross profit                                                                 52,732,418                 38,358,097           404,918,570                 262,372,254

    Selling expenses                                                             26,175,904                 14,269,679           148,967,729                 104,036,345

    Research and development expenses                                             4,327,340                  2,521,976            22,119,473                  16,575,976

    General and administrative expenses, including a reversal
     of allowance for doubtful accounts of US$nil and
     US$6,332,022 for the year ended December 31, 2013 and
     2012, respectively                                                           5,972,848                  2,862,448            19,063,800                  14,123,521

    Impairment loss of goodwill                                            -                       25,375                   -                  10,774,106
                                                                         ---                       ------                 ---                  ----------

    Income from operations                                                       16,256,326                 18,678,619           214,767,568                 116,862,306

    Other (expenses)/income

    Interest expenses                                                            (1,726,661)                  (957,439)           (6,990,661)                 (4,193,909)

    Interest income                                                                 223,606                      7,653             3,167,936                     455,269

    Subsidy income                                                                2,775,229                  9,506,306             2,775,229                   9,506,306

    Other expenses, net                                                             (93,244)                  (395,348)             (335,986)                   (496,014)

    Change in fair value of derivative liabilities                         -                    (162,258)                   -                    (296,822)
                                                                         ---                     --------                 ---                    --------

    Total other income/(expenses), net                                            1,178,930                  7,998,914            (1,383,482)                  4,974,830
                                                                                  ---------                  ---------            ----------                   ---------

    Earnings before income tax expense                                           17,435,256                 26,677,533           213,384,086                 121,837,136

    Income tax expense                                                            2,202,231                  5,706,980            33,350,985                  22,803,881
                                                                                  ---------                  ---------            ----------                  ----------

    Net income                                                                   15,233,025                 20,970,553           180,033,101                  99,033,255

    Less: Net income attributable to the noncontrolling
     interest                                                                       682,189                  1,599,720             9,191,973                   5,350,190
                                                                                    -------                  ---------             ---------                   ---------

    Net income attributable to Yongye International, Inc.                       $14,550,836                $19,370,833          $170,841,128                 $93,683,065
                                                                                ===========                ===========          ============                 ===========



    Net income per share of common stock

       Basic                                                                          $0.24                      $0.32                 $2.93                       $1.62
                                                                                      =====                      =====                 =====                       =====

       Diluted                                                                        $0.24                      $0.32                 $2.93                       $1.62
                                                                                      =====                      =====                 =====                       =====

    Weighted average shares used in computation:

       Basic                                                                     50,685,216                 50,462,990            50,681,435                  49,645,273

       Diluted                                                                   50,685,216                 50,462,990            50,681,435                  49,645,273


    Net income                                                                   15,233,025                 20,970,553           180,033,101                  99,033,255

    Other comprehensive income

    Foreign currency translation adjustment, net of US$ nil
     income taxes                                                                 5,463,220                  1,221,255            19,662,369                   3,012,054
                                                                                  ---------                  ---------            ----------                   ---------


    Comprehensive income                                                         20,696,245                 22,191,808           199,695,470                 102,045,309

    Less: Comprehensive income attributable to the
     noncontrolling interest                                                        945,023                  1,657,091            10,129,792                   5,490,555
                                                                                    -------                  ---------            ----------                   ---------

    Comprehensive income attributable to Yongye International,
     Inc.                                                                        19,751,222                 20,534,717           189,565,678                  96,554,754
                                                                                 ==========                 ==========           ===========                  ==========



    YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                For the Years Ended
                                                                                                -------------------

                                                                        December 31,                 December 31,                  December 31,
                                                                            2013                          2012                           2011
                                                                       -------------                 -------------                  -------------

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net income                                                                        $180,033,101                    $99,033,255                   $$89,792,197

    Adjustments to reconcile net income to net cash  provided by
     operating activities:

    Depreciation and amortization                                                       17,788,456                     15,680,481                      8,574,526

    (Gain)/Loss on sale of property, plant and equipment                                  (128,000)                        11,269                              -

    Impairment loss of goodwill                                                    -                    10,774,106                              -

    (Reversal)/Provision of allowance for doubtful accounts                        -                   (6,332,022)                     14,973,439

    Change in fair value of derivative liabilities                                 -                       296,822                       (719,085)

    Stock compensation expense                                                     -                     3,769,678                      6,056,194

    Deferred tax benefit                                                                (2,474,423)                   (10,974,693)                    (2,639,450)

    Changes in operating assets and liabilities:

    Accounts receivable                                                                (29,883,738)                 (132,358,082)                  (139,381,935)

    Inventories                                                                      (126,599,706)                    (31,880,264)                   (17,326,312)

    Deposit to suppliers                                                               (28,978,710)                   (21,162,361)                     8,299,720

    Prepaid expenses                                                                      (246,322)                     4,676,605                     (4,128,949)

    Other receivables                                                                      (70,988)                      (801,090)                       390,750

    Distributor Vehicles                                                                  (169,433)                    (5,633,992)                    (9,866,857)

    Accounts payable                                                                    (4,585,253)                      (837,196)                     6,616,383

    Income tax payable                                                                  26,241,693                      2,360,375                      1,060,140

    Advance from customers                                                                 439,304                     (3,971,143)                     3,966,320

    Accrued expenses                                                                   (12,801,222)                    26,905,759                      1,307,892

    Other payables                                                                       2,416,286                       (935,892)                     1,821,586
                                                                                         ---------                       --------                      ---------

    Net Cash Provided by/(Used in) Operating Activities                                 20,981,045                    (51,378,385)                   (31,203,441)


    CASH FLOWS FROM INVESTING ACTIVITIES

    Payment for intangible asset                                                   -                             -                    (3,000,000)

    Payment for land use right                                                     -                             -                    (1,807,699)

    Government subsidy received for land use right                                 -                     1,245,326                              -

    Proceeds from sale of property, plant and equipment                            -                         8,873                              -

    Purchase of property, plant and equipment                                           (1,222,033)                    (3,001,749)                    (2,264,361)
                                                                                        ----------                     ----------                     ----------

    Net Cash Used in Investing Activities                                               (1,222,033)                    (1,747,550)                    (7,072,060)


    CASH FLOWS FROM FINANCING ACTIVITIES


    Proceeds from short-term bank loans                                                133,253,650                     50,832,990                     43,314,821

    Repayment of short term loans                                                      (71,203,886)                   (28,518,918)                   (15,469,579)

    Repayment of long-term loans and payables                                           (5,127,519)                    (6,416,977)                    (1,738,717)

    Proceeds from common stock and warrants issued and warrants
     exercised                                                                             125,014                        103,115                              -

    Proceeds from preferred shares, net of issuance cost of $600,010               -                             -                     49,399,990

    Repayment for capital lease obligations                                               (255,521)                       (87,467)                             -
                                                                                          --------                        -------                            ---

    Net Cash Provided by Financing Activities                                           56,791,738                     15,912,743                     75,506,515
                                                                                        ----------                     ----------                     ----------

    EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                                      2,666,281                        569,716                      2,010,397
                                                                                         ---------                        -------                      ---------

    NET INCREASE/(DECREASE) IN CASH                                                     79,217,031                    (36,643,476)                    39,241,411

    Cash at beginning of year                                                           44,511,404                     81,154,880                     41,913,469
                                                                                        ----------                     ----------                     ----------

    Cash at end of year                                                                123,728,435                     44,511,404                     81,154,880
                                                                                       ===========                     ==========                     ==========


    Supplemental cash flow information:

    Cash paid for income taxes                                                           9,583,716                     31,756,081                     19,986,864

    Cash paid for interest expense                                                       5,677,812                      4,847,983                      1,386,763


    Noncash investing and financing activities:

    Acquisition of property, plant and equipment under capital leases                      335,871                      2,617,541                              -

    Disposal of property, plant and equipment under capital leases         1,619,692                             -                              -

    Acquisition of distributor vehicles by assuming long-term loans
     and payables                                                                        2,423,805                     13,980,773                     11,554,688

    Acquisition of property, plant and equipment included in other
     payables                                                                              324,410                      1,463,905                        980,169

    Issuance of paid-in-kind dividends on Redeemable Series A
     convertible preferred shares                                                        3,504,983                      1,808,667                              -

    Acquisition of property, plant and equipment by assuming long-term
     loans and payables                                                            -                             -                        189,229

    Exercise of warrants that were liability classified                                    348,364                        265,641                              -


    YONGYE INTERNATIONAL, INC. AND SUBSIDIARIES

    RECONCILIATION OF NON-GAAP FINANCIAL DATA


                                           Gross Profit
                                           ------------

                                         Three Months Ended                    Year Ended December
                                            December 31,                               31,

                                                              2013        2012                             2013         2012

    GAAP
     amount
     per
     consolidated
     statement
     of income                                         $52,732,418 $38,358,097                     $404,918,570 $262,372,254

     Amortization
     of the
     acquired
     Hebei
     customer
     list                                                 $748,156    $726,910                       $2,955,263   $2,898,888

    Adjusted
     Amount                                            $53,480,574 $39,085,007                     $407,873,833 $265,271,142


                                      Income from Operations
                                      ----------------------

                                         Three Months Ended                    Year Ended December
                                            December 31,                               31,

                                                              2013        2012                             2013         2012

    GAAP
     amount
     per
     consolidated
     statement
     of income                                         $16,256,326 $18,678,619                     $214,767,568 $116,862,306

     Amortization
     of the
     acquired
     Hebei
     customer
     list                                                 $748,156    $726,910                       $2,955,263   $2,898,888

    Non-cash
     management
     compensation
     expense                                                     -    $119,884                                -   $3,769,678

    Impairment
     of
     goodwill                                                    -     $25,375                                -  $10,774,106

    Adjusted
     Amount                                            $17,004,482 $19,550,788                     $217,722,831 $134,304,978


                               Net income (attributable to Yongye)
                               ----------------------------------

                                         Three Months Ended                    Year Ended December
                                            December 31,                               31,

                                                              2013        2012                             2013         2012

    GAAP
     amount
     per
     consolidated
     statement
     of income                                         $14,550,836 $19,370,833                     $170,841,128  $93,683,065

     Amortization
     of the
     acquired
     Hebei
     customer
     list                                                 $748,156    $726,910                       $2,955,263   $2,898,888

    Non-cash
     management
     compensation
     expense                                                     -    $119,884                                -   $3,769,678

    Impairment
     of
     goodwill                                                    -     $25,375                                -  $10,774,106

    Change in
     fair
     value of
     derivative
     liabilities                                                 -    $162,258                                -     $296,822

    Adjusted
     Amount                                            $15,298,992 $20,405,260                     $173,796,391 $111,422,559

    Weighted
     average
     shares --
     diluted                                            50,685,216  50,462,990                       50,681,435   49,645,273

    Adjusted
     diluted
     earnings
     per share                                               $0.25       $0.34                            $2.99        $1.94

SOURCE Yongye International, Inc.