NOTE 1. NATURE OF BUSINESS AND BASIS OF FINANCIAL STATEMENT
PREPARATION
Deyu Agriculture Corp. (the “Company”), formerly
known as Eco Building International, Inc., was incorporated under the laws of the State of Nevada on December 23, 2008. We completed
the acquisition of City Zone Holdings Limited (“City Zone”), an agricultural products distributor in the Shanxi Province
of the People’s Republic of China (the “PRC”) engaged in procuring, processing, marketing, and distributing various
grain and corn products, by means of a share exchange effective April 27, 2010. As a result of the share exchange, City Zone became
our wholly-owned subsidiary. We currently conduct our business primarily through operating PRC subsidiaries, including JinzhongDeyu
Agriculture Trading Co., Ltd. (“JinzhongDeyu”), JinzhongYuliang Agriculture Trading Co., Ltd. (“JinzhongYuliang”),
JinzhongYongcheng Agriculture Trading Co., Ltd. (“JinzhongYongcheng”), Shanxi Taizihu Food Co., Ltd. (“Taizihu”),
Shanxi Huichun Bean Products Co., Ltd. (“Huichun” and together with Taizihu, the “Taizihu Group”) and Detian
Yu Biotechnology (Beijing) Co., Ltd. (“Detian Yu”) and Detian Yu’s subsidiaries.
On May 11, 2010, our Board of Directors adopted a resolution
to change our name to "Deyu Agriculture Corp." and FINRA declared the name change effective on June 2, 2010.
Reverse Acquisition
On April 27, 2010, we entered into a Share Exchange Agreement
(“Share Exchange”) pursuant to which we issued 8,736,932 shares of our common stock, par value $ 0.001 per share, to
Expert Venture Limited (“Expert Venture”), a company organized under the laws of the British Virgin Islands, and the
other shareholders of City Zone (the “City Zone Shareholders”). As a result of the Share Exchange, City Zone became
our wholly-owned subsidiary and City Zone Shareholders acquired a majority of our issued and outstanding shares of common stock.
As a result, the Share Exchange has been accounted for as a
reverse acquisition using the purchase method of accounting, whereby City Zone is deemed to be the accounting acquirer (the legal
acquiree) and we are to be the accounting acquiree (legal acquirer). The financial statements before the date of the Share Exchange
are those of City Zone with our results being consolidated from the date of the Share Exchange. The equity section and earnings
per share have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded.
City Zone was incorporated in the British Virgin Islands (“BVI”)
on July 27, 2009 under the BVI Business Companies Act of 2004. In November 2009, pursuant to the restructuring plan set out below,
City Zone became the holding company of a group of companies comprising Most Smart International Limited ("Most Smart"),
Redsun Technology (Shenzhen) Co. Limited (“Shenzhen Redsun”), Shenzhen JiRuHai Technology Co., Ltd. ("Shenzhen
JiRuHai"), Detian Yu, JinzhongDeyu, JinzhongYongcheng and JinzhongYuliang.
Restructuring
In November 2009, pursuant to a restructuring plan intended
to ensure compliance with PRC rules and regulations, City Zone, through a series of acquisitions and wholly-owned subsidiaries,
acquired 100% of the equity interests in JinzhongDeyu, JinzhongYuliang, and JinzhongYongcheng. The former shareholders and key
management of JinzhongDeyu, JinzhongYongcheng, and JinzhongYuliang became the ultimate controlling parties and key management of
City Zone. This restructuring has been accounted for as a recapitalization of JinzhongDeyu, JinzhongYongcheng and JinzhongYuliang
with no adjustment to the historical basis of the assets and liabilities of these companies, while the historical financial positions
and results of operations are consolidated as if the restructuring occurred as of the beginning of the earliest period presented
in our accompanying consolidated financial statements. For the purpose of a consistent and comparable presentation, the consolidated
financial statements have been prepared as if City Zone had been in existence since the beginning of the earliest and throughout
the whole periods covered by these consolidated financial statements.
Consolidation Scope:
Details of our subsidiaries subject to consolidation are as
follows:
|
|
Domicile and
|
|
|
|
|
Percentage
|
|
|
|
|
|
Date of
|
|
Registered
|
|
|
of
|
|
|
|
Name of Subsidiary
|
|
Incorporation
|
|
Capital
|
|
|
Ownership
|
|
|
Principal Activities
|
|
|
|
|
|
|
|
|
|
|
|
City Zone Holdings
Limited ("City Zone")
|
|
British Virgin Islands, July 27, 2009
|
|
$
|
20,283,581
|
|
|
|
100
|
%
|
|
Holding company of Most Smart
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Smart International Limited ("Most Smart")
|
|
Hong Kong, March 11, 2009
|
|
$
|
1
|
|
|
|
100
|
%
|
|
Holding company of Shenzhen Redsun
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redsun Technology (Shenzhen) Co., Ltd. ("Shenzhen Redsun")
|
|
The PRC, August 20, 2009
|
|
$
|
30,000
|
|
|
|
100
|
%
|
|
Holding company of Shenzhen JiRuHai, Taizihu and Huichun
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shenzhen JiRuHai Technology Co., Ltd.("Shenzhen JiRuHai")
|
|
The PRC, August 20, 2009
|
|
$
|
14,638
|
|
|
|
100
|
%
|
|
Holding company of Beijing DetianYu
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detian Yu Biotechnology (Beijing) Co., Ltd. ("Detian Yu")
|
|
The PRC, November 30, 2006
|
|
$
|
7,637,723
|
|
|
|
100
|
%
|
|
Wholesale distribution of simple-processed and deep-processed packaged food products and staple food. Holding company of the following first five entities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JinzhongDeyu Agriculture Trading Co., Ltd. ("JinzhongDeyu")
|
|
The PRC, April 22, 2004
|
|
$
|
1,492,622
|
|
|
|
100
|
%
|
|
Organic grains preliminary processing and wholesale distribution.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JinzhongYongcheng Agriculture Trading Co., Ltd. ("JinzhongYongcheng")
|
|
The PRC, May 30, 2006
|
|
$
|
1,025,787
|
|
|
|
100
|
%
|
|
Corns preliminary processing and wholesale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JinzhongYuliang Agriculture Trading Co., Ltd. ("JinzhongYuliang")
|
|
The PRC, March 17, 2008
|
|
$
|
13,963,243
|
|
|
|
100
|
%
|
|
Corns preliminary processing and wholesale distribution.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tianjin Guandu Food Co., Ltd. ("Tianjin Guandu")
|
|
The PRC, June 21, 2011
|
|
$
|
1,544,497
|
|
|
|
100
|
%
|
|
Wholesale distribution of simple-processed and deep-processed packaged food products and staple food.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HebeiYugu Grain Co., Ltd. ("HebeiYugu")
|
|
The PRC, July 25, 2011
|
|
$
|
1,563,824
|
|
|
|
70
|
%
|
|
Wholesale distribution of grain products and operating or acting as an agent of import & export business for grain products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanxi Taizihu Food Co., Ltd. (“Taizihu”)
|
|
The PRC, July 27, 2003
|
|
$
|
1,208,233
|
|
|
|
100
|
%
|
|
Producing and selling fruit beverages and soybean products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanxi HuiChun Bean Products Co., Ltd. (“Huichun”)
|
|
The PRC, September 2, 2007
|
|
$
|
2,636,192
|
|
|
|
100
|
%
|
|
Producing and selling fruit beverages and soybean products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jilin Jinglong Agriculture Development Limited (“Jinglong”)
|
|
The PRC, October 10, 2012
|
|
$
|
3,152,138
|
|
|
|
99
|
%
|
|
Procurement, storage and sales of corn and grain.
|
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited consolidated financial statements include the
financial statements of Deyu Agriculture Corp. and its subsidiaries. All significant intercompany account balances and transactions
have been eliminated in consolidation. Results of operations of companies purchased are included from the dates of acquisition.
These accompanying consolidated financial statements have been
prepared in accordance with US GAAP. The Company’s functional currency is the Chinese Yuan, or Renminbi (“RMB”);
however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).
On April 27, 2010, as a result of the consummation of the Share
Exchange, we changed our fiscal year end from May 31 to December 31 to conform to the fiscal year end of City Zone.
Use of estimates
The preparation of the consolidated financial statements in
conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management makes its estimates based on historical experience and various other assumptions
and information that are available and believed to be reasonable at the time the estimates are made. Therefore, actual results
could differ from those estimates under different assumptions and conditions.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, cash in banks
and all highly liquid investments with original maturities of three months or less.
As of March 31, 2014, the balance of restricted cash of $16,086
represents a pledge for a bank loan of $14,478 (RMB90,000) obtained from Bank of Communications Gongzhufen Sub-branch obtained
on December 15, 2013.
Accounts receivable
Accounts receivable are recorded at net realizable value consisting
of the carrying amount less allowance for doubtful accounts, as needed. We assess the collectability of accounts receivable based
primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s
payment history. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations,
customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these
reserves. While management uses the best information available upon which to base estimates, future adjustments to the allowance
may be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis. The balance
of allowance for doubtful accounts as of March 31, 2014 and December 31, 2013 were $1,769,803 and $984,717 respectively.
Inventories
The Company's inventories are stated at lower of cost or market.
Cost is determined on a moving-average basis. Costs of inventories include purchase and related costs incurred in delivering products
to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date
or to management’s estimates based on prevailing market conditions. Management periodically evaluates the composition of
its inventories at least quarterly to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.
The balance of reserve for inventory valuation as of March 31, 2014 and December 31, 2013 were $140,315 and $4,603,929 respectively.
Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated
depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; in addition, renewals and betterments
are capitalized. When property, plant, and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation
are removed from the respective accounts, and any gain or loss is included in operations.
Depreciation is computed using the straight-line method over
the estimated useful lives of the assets as follows:
|
Useful
Life
(in years)
|
Automobiles
|
5
|
Buildings
|
10-30
|
Office equipment
|
5
|
Machinery and equipment
|
5-10
|
Furniture & fixtures
|
5
|
Construction-in-progress
Construction-in-progress consists of amounts expended for the
construction of a new factory park, and the cost of the portion of the land use right that the new factory park occupied. Construction-in-progress
is not depreciated until such time as the assets are completed and put into service. Once factory park construction is completed,
the cost accumulated in construction-in-progress will be transferred to property, plant, and equipment.
Long-lived assets
The Company applies the provisions of FASB ASC Topic 360 (ASC
360), "Property, Plant, and Equipment" which addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance
with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal. As of March 31, 2014 and December 31, 2013, the balance of impairment
of construction-in-progress was $720,732 and $740,102, respectively.
Intangible assets
For intangible assets subject to amortization, an impairment
loss is recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount
of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from
the use of the assets. For the three months ended March 31, 2014, there was no impairment loss of intangible assets. As of March
31, 2014 and December 31, 2013, the balance of impairment of intangible assets was $6,500,368 and $6,675,073, respectively.
Fair value measurements
FASB ASC 820, “Fair Value Measurements” (formerly
SFAS No. 157) defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value,
establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity
measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of
unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures
by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be
used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets
or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect
the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based
on the reliability of the inputs as follows:
|
·
|
Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.
|
|
·
|
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
·
|
Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.
|
This guidance applies to other accounting pronouncements that
require or permit fair value measurements. On February 12, 2008, the FASB finalized FASB Staff Position (FSP) No. 157-2, Effective
Date of FASB Statement No. 157 (ASC 820). This Staff Position delays the effective date of SFAS No. 157 (ASC 820) for nonfinancial
assets and liabilities to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years, except
for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The adoption of SFAS No. 157 (ASC 820) had no effect on the Company's financial position or results of operations for the three
months ended March 31, 2014.
We also analyze all financial instruments with features of both
liabilities and equity under ASC 480-10 (formerly SFAS 150, “Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity”) and ASC 815-40 (formerly EITF 00-19, “Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock”). We have determined ASC 480-10 (formerly SFAS 150)
and ASC 815-40 (formerly EITF 00-19) had no material effect on our financial position or results of operations for the three months
ended March 31, 2014.
Revenue recognition
The Company’s revenue recognition policies are in compliance
with the SEC Staff Accounting Bulletin No. 104 (“SAB 104”). The Company recognizes product revenue when the following
fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) our price to
the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. The Company
recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally
used to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements,
when applicable, are used to verify product delivery or that services have been rendered. The Company assesses whether a price
is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to
refund or adjustment.
The Company’s revenue is recognized net of value-added
tax (VAT), reductions to revenue for estimated product returns, and sales discounts based on volume achieved in the same period
that the related revenue is recorded. The estimates are based on historical sales returns, analysis of credit memo data and other
factors known at the time. The sales discounts for the three months ended March 31, 2014 and 2013 were not material.
We offer a right of exchange on our grain products sold through
our relationships with grocery store networks. The consumer who purchases the product may exchange it for the same kind and quantity
of product originally purchased. In accordance with FASB ASC 605-15-25-1 and 605-15-15-2, these are not considered returns for
revenue recognition purposes. The returns of our products for the three months ended March 31, 2014 and 2013 were not material.
Advertising costs
The Company expenses the cost of advertising as incurred or,
as appropriate, the first time the advertising takes place. Advertising costs for the three months ended March 31, 2014 and 2013
were $30,185 and $56,044 respectively.
Research and development
The Company expenses its research and development costs as incurred.
Research and development expenses for the three months ended March 31, 2014 and 2013 were not material.
Stock-based compensation
In December 2004, the Financial Accounting Standard Board, or
the FASB, issued the Statement of Financial Accounting Standards, or SFAS, No. 123(R), “Share-Based Payment”, which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) is now included in the FASB’s ASC Topic 718, “Compensation
– Stock Compensation.” Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period
during which employees or independent contractors are required to provide services. Share-based compensation arrangements include
stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase
plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB 107, which expresses views of the staff regarding
the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the
valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS No. 123(R). Companies
may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial
statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under
SFAS No. 123.
The Company has fully adopted the provisions of FASB ASC 718
and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value
of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option
grant.
Income taxes
The Company accounts for income taxes in accordance with FASB
ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income
taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only
if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption
had no material effect on the Company’s consolidated financial statements for the three months ended March 31, 2014.
Foreign currency translation and comprehensive income
U.S. GAAP requires that recognized revenue, expenses, gains,
and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities,
such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such
items, along with net income, are components of comprehensive income. The functional currency of the Company is RMB. The unit of
RMB is in Yuan. Translation gains are classified as an item of other comprehensive income in the stockholders’ equity section
of the consolidated balance sheet.
Statement of cash flows
In accordance with FASB ASC Topic 230, “Statement of Cash
Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts
related to assets and liabilities reported on the consolidated statement of cash flows will not necessarily agree with changes
in the corresponding balances on the consolidated balance sheets.
Recent pronouncements
No recently amended accounting guidance has had material impact
on our consolidated financial position or results of operations for the three months ended March 31, 2014.
NOTE 5. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Accounts receivable
|
|
$
|
29,602,770
|
|
|
$
|
33,311,614
|
|
Less: Allowance for doubtful accounts
|
|
|
(1,769,803
|
)
|
|
|
(984,717
|
)
|
Accounts receivable, net
|
|
$
|
27,832,967
|
|
|
$
|
32,326,897
|
|
NOTE 6. INVENTORY
Inventory consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Raw materials
|
|
$
|
665,237
|
|
|
$
|
1,020,486
|
|
Work in process
|
|
|
-
|
|
|
|
49,717
|
|
Finished goods
|
|
|
4,735,548
|
|
|
|
17,752,203
|
|
Supplies
|
|
|
722,053
|
|
|
|
1,099,747
|
|
Reserve for inventory valuation
|
|
|
(140,315
|
)
|
|
|
(4,603,929
|
)
|
Total Inventory
|
|
$
|
5,982,523
|
|
|
$
|
15,318,224
|
|
The balance of reserve for inventory valuation as of March 31,
2014 and December 31, 2013 was $140,315 and $4,603,929 respectively.
NOTE 7. PREPAID EXPENSES
Prepaid expenses consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Deductible value-added taxes (VAT)
|
|
$
|
232,212
|
|
|
$
|
356,876
|
|
Prepaid rent
|
|
|
246,895
|
|
|
|
368,827
|
|
Prepaid other expenses
|
|
|
60,449
|
|
|
|
435,599
|
|
Total
|
|
$
|
539,556
|
|
|
$
|
1,161,302
|
|
NOTE 8. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Automobiles
|
|
$
|
1,019,151
|
|
|
$
|
1,046,542
|
|
Buildings
|
|
|
17,022,684
|
|
|
|
17,480,188
|
|
Office equipment
|
|
|
985,838
|
|
|
|
1,012,007
|
|
Machinery and equipment
|
|
|
8,166,864
|
|
|
|
8,386,357
|
|
Furniture and fixtures
|
|
|
111,404
|
|
|
|
114,398
|
|
Total cost
|
|
|
27,305,941
|
|
|
|
28,039,492
|
|
Less: Accumulated depreciation
|
|
|
(9,073,091
|
)
|
|
|
(8,788,441
|
)
|
Property, plant, and equipment, net
|
|
$
|
18,232,850
|
|
|
$
|
19,251,051
|
|
The buildings owned by the Company located in Jinzhong and Quwo
in Shanxi Province, China are used for production, warehousing and offices for our corn and grains business.
As of March 31, 2014, $5.7 million (RMB 35.2 million) of buildings,
machinery and equipment owned by the Taizihu Group were pledged as collateral for short-term bank loans.
Depreciation expense for the three months ended March 31, 2014
and 2013 was $537,485 and $496,855, respectively.
NOTE 9. INTANGIBLE ASSETS
Intangible assets consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Land use rights
|
|
$
|
15,046,140
|
|
|
$
|
14,698,916
|
|
Software-ERP System and B2C platform
|
|
|
7,603
|
|
|
|
1,081,531
|
|
Less: Accumulated amortization
|
|
|
(1,007,696
|
)
|
|
|
(1,277,565
|
)
|
Impairment loss
|
|
|
(6,500,368
|
)
|
|
|
(6,675,073
|
)
|
Total
|
|
$
|
7,545,679
|
|
|
$
|
7,827,809
|
|
According to government regulations of the PRC, the PRC Government
owns all land. The Company owns the land use rights of farmland and industrial land.
JingzhongDeyu, one of the Company-owned
land use rights of the 17,000 acres of farmlands in Jinzhong, Shanxi Province. There is no active market for trading of land use
rights of those farmlands and the Company could not assess the fair market value of the land use rights based on quoted prices
in active markets. The Company assessed fair value of the land use rights based on discounted cash flow and determined that it
was less than the carrying value. The balance of impairment of farmland use rights as of March 31, 2014 and December 31, 2013 was
$5,768,433 and $5,832,800, respectively. As of March 31, 2014, the carrying value of the land use rights of the farmland was $7,047,010
and was written-down to $1,278,577.
The Company determined the ERP system
and B2C platform owned by JingzhongDeyu for retail sales of the Grain Division was not applicable for its current business operations
due to the reduction of retail sales. The balance of impairment of ERP system and B2C platform as of March 31, 2014 and December
31, 2013 was $720,987 and $740,102, respectively. As of March 31, 2014, the carrying value of ERP system and B2C platform was $720,987
and was written down to $0.
The Company leases and has obtained a certificate of right
of use on 11,667 square meters with the PRC Government in Jinzhong, Shanxi Province where JinzhongDeyu's buildings and production
facility are located. The term of the right is four to five years and is automatically renewed upon expiration. The right was fully
amortized as of December 31, 2010 using the straight-line method. On June 18, 2012, the Company received the extended land use
right certificate and the term of the right was extended to March 14, 2037.
Huichun leases and has obtained a certificate of right to use
on 100,000 square meters of industrial land with the PRC Government in Quwo County, Shanxi Province where Taizihu Group’s
buildings and production facility are located. The term of the right is 50 years from October 28, 2008 to October 27, 2058. The
amortization of the land use right was commenced in October 2008 using the straight-line method over 50 years.
As of March 31, 2014, $3,885,196 (RMB 24 million) of the land
use right owned by Taizihu Group was pledged as collateral for short-term bank loans.
Amortization expense of the intangible assets for the three
months ended March 31, 2014 and 2013 was $65,161 and $102,560, respectively.
NOTE 10. SHORT-TERM LOANS
Short-term loans consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Bank loan payable to Agriculture Development Bank of China, bearing interest at the prime rate based on six-month to one-year loan interest rate released by
|
|
|
|
|
|
|
|
|
The People's Bank of China.
|
|
|
|
|
|
|
|
|
The actual interest rates during the contract period as of March 31, 2014 and December 31, 2013 were 6.00% and the pass-due interest rate was 7.8%.
|
|
|
|
|
|
|
|
|
The term of the loan started from August 14, 2012 with maturity date on August 13, 2013. The loan was obtained by Taizihu and pledged by its buildings and land use right.
|
|
|
|
|
|
|
|
|
On July 31, 2013 the loan was repaid for $65,359 (or RMB400,000).
|
|
|
|
|
|
|
|
|
As of March 31, 2014, the loan balance was $2,348,626 (or RMB14,600,000).
|
|
|
|
|
|
|
|
|
As of the date of this filing, the Company has been in negotiation with the lender on renewal of the loan. The Company is not currently able to predict the probability of the success on the renewal and intends to repay the loan immediately if the loan cannot be renewed.
|
|
$
|
2,348,626
|
|
|
$
|
2,411,748
|
|
|
|
|
|
|
|
|
|
|
Bank loan payable to Agriculture Development Bank of China, bearing interest at the prime rate, based on six-month to one-year loan interest rate released by The People's Bank of China.
|
|
|
|
|
|
|
|
|
The actual interest rates during the contract period as of March 31, 2014 and December 31, 2013 were 6.00% and the pass-due interest rate was 7.8%.
|
|
|
|
|
|
|
|
|
The term of the loan started from September 18, 2012 with maturity date on September 17, 2013. The loan was obtained by Taizihu and pledged by its buildings and land use right.
|
|
|
|
|
|
|
|
|
As of the date of this filing, the Company has been in negotiation with the lender on renewal of the loan. The Company is not currently able to predict the probability of the success on the renewal and intends to repay the loan immediately if the loan cannot be renewed.
|
|
|
1,447,783
|
|
|
|
1,486,694
|
|
|
|
|
|
|
|
|
|
|
Bank loan payable to Jinzhong City Yuci District Rural Credit Union Co., Ltd., bearing interest at a fixed rate of prime rate plus 130% of prime rate, of which prime rate was based on six-month to one-year loan interest rate released by The People's Bank of China. The actual interest rate as of March 31, 2014 was 15.084%.
|
|
|
|
|
|
|
|
|
The term of the loan started from September 6, 2013 with maturity date on August 22, 2014. The loan was obtained by Jinzhong Yongcheng and guaranteed by Yuci Jinmao Food Processing Factory, a related party, for a period of two years starting from August 23, 2014.
|
|
|
1,367,351
|
|
|
|
1,404,100
|
|
|
|
|
|
|
|
|
|
|
Bank loan payable to Jinzhong City Yuci District Rural Credit Union Co., Ltd., bearing interest at a fixed rate of prime rate plus 130% of prime rate, of which prime rate was based on six-month to one-year loan interest rate released by The People's Bank of China. The actual interest rates as of March 31, 2014 were 15.084%.
|
|
|
|
|
|
|
|
|
The term of the loan started from September 6, 2013 with maturity date on August 22, 2014. The loan was obtained by Jinzhong Yuliang and guaranteed by Yuci Jinmao Food Processing Factory, a related party, for a period of two years starting from August 23, 2014.
|
|
|
1,367,351
|
|
|
|
1,404,100
|
|
|
|
|
|
|
|
|
|
|
Bank loan payable to Agriculture Development Bank of China, bearing interest at the prime rate, based on six-month to one-year loan interest rate released by The People's Bank of China.
|
|
|
|
|
|
|
|
|
The actual interest rate as of March 31, 2014 was 15.084%.
|
|
|
|
|
|
|
|
|
The term of the loan started from January 4, 2013 with maturity date on January 3, 2014. The loan was obtained by Taizihu and pledged by its buildings and land use right.
|
|
|
723,892
|
|
|
|
743,347
|
|
As of the date of this filing, the Company has been in negotiation with the lender on renewal of the loan. The Company is not currently able to predict the probability of the success on the renewal and intends to repay the loan immediately if the loan cannot be renewed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loan payable to Bank of Communications Gongzhufen subbranch, bearing interest at a fix rate of prime rate, of which prime rate was based on one-year loan interest rate released by The People's Bank of China. The actual interest rate as of March 31, 2014 was 6%.
|
|
|
|
|
|
|
|
|
The term of the loan started from December 15, 2013 with maturity date on December 16, 2014. The loan was obtained by Detian Yu.
|
|
|
14,478
|
|
|
|
14,867
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,269,481
|
|
|
$
|
7,464,856
|
|
NOTE 11. ACCRUED EXPENSES
Accrued expenses consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Accrued VAT and other taxes
|
|
$
|
285,175
|
|
|
$
|
261,714
|
|
Accrued payroll
|
|
|
134,130
|
|
|
|
167,046
|
|
Others
|
|
|
475,852
|
|
|
|
574,125
|
|
Total
|
|
$
|
895,157
|
|
|
$
|
1,002,885
|
|
NOTE12. INCOME TAXES
United States
Deyu Agriculture Corp. is incorporated in the State of Nevada
in the United States of America and is subject to the U.S. federal and state taxation. No provision for income taxes have been
made as the Company has no taxable income in the U.S. The applicable income tax rate for the Company for the three months ended
March 31, 2014 and 2012 was 34%. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax asset
resulting from the net operating losses.
British Virgin Islands
City Zone, a wholly-owned subsidiary of the Company, is incorporated
in the BVI and, under the current laws of the BVI, is not subject to income taxes.
Hong Kong
Most Smart, a wholly-owned subsidiary of the Company, is incorporated
in Hong Kong. Most Smart is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived
from Hong Kong. No provision for income taxes have been made as Most Smart has no taxable income in Hong Kong.
People’s Republic of China
Under the Enterprise Income Tax (“EIT”) Law of the
PRC, the standard EIT rate is 25%. The PRC subsidiaries of the Company are subject to PRC income taxes on an entity basis on income
arising in or derived from the tax jurisdiction in which they operate. According to the Tax Pronouncement [2008] No. 149 issued
by the State Administration of Tax of the PRC, the preliminary processing industry of agricultural products is entitled to EIT
exemption starting January 1, 2008. Three of the Company’s wholly-owned subsidiaries located in the Shanxi Province, China,
including JinzhongDeyu, JinzhongYongcheng and JinzhongYuliang, are subject to the EIT exemption. All other subsidiaries and consolidated
variable interest entities are subject to the 25% EIT rate.
The provision for income taxes on income consists of the following
for the three months ended March 31, 2014 and 2013:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Current income tax expense (benefit)
|
|
|
|
|
|
|
|
|
U.S.
|
|
$
|
-
|
|
|
$
|
-
|
|
PRC
|
|
|
83,249
|
|
|
|
340,433
|
|
Total current expense (benefit)
|
|
$
|
83,249
|
|
|
$
|
340,433
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax expense (benefit)
|
|
|
|
|
|
|
|
|
U.S.
|
|
$
|
-
|
|
|
$
|
-
|
|
PRC
|
|
|
-
|
|
|
|
-
|
|
Income tax expense (benefit)
|
|
$
|
83,249
|
|
|
$
|
340,433
|
|
The following is a reconciliation of the statutory tax rate
to the effective tax rate for the three months ended March 31, 2014and 2013:
|
|
For The Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Expected U.S. income tax expense
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|
Tax-exempt income
|
|
|
-33.0
|
%
|
|
|
-28.8
|
%
|
Foreign tax differential
|
|
|
0.0
|
%
|
|
|
-1.3
|
%
|
Change in valuation allowance
|
|
|
-0.2
|
%
|
|
|
7.4
|
%
|
Intercompany elimination
|
|
|
0.0
|
%
|
|
|
-1.8
|
%
|
Other
|
|
|
0.1
|
%
|
|
|
0.1
|
%
|
Income tax expense
|
|
|
0.9
|
%
|
|
|
9.6
|
%
|
Significant components of the Company’s net deferred tax
assets as of March 31, 2014 and December 31, 2013 are presented in the following table:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards (NOL)
|
|
$
|
5,173,396
|
|
|
$
|
5,090,602
|
|
Share-based compensation
|
|
|
406,685
|
|
|
|
435,844
|
|
Others
|
|
|
451,158
|
|
|
|
440,331
|
|
Total
|
|
|
6,031,239
|
|
|
|
5,966,777
|
|
Less: Valuation allowance
|
|
|
(6,031,239
|
)
|
|
|
(5,966,777
|
)
|
Total deferred tax assets, net
|
|
$
|
-
|
|
|
$
|
-
|
|
As of March 31, 2014, the Company accrued a 100% valuation allowance
on its deferred tax assets based on the assessment on the probability of future reversion.
NOTE 13. NET INCOME (LOSS) PER SHARE
Reconciliation of the basic and diluted net income (loss) per
share was as follows:
|
|
Amounts
|
|
|
Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
For the Three Months ended March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders - basic
|
|
$
|
(9,418,248
|
)
|
|
|
10,793,738
|
|
|
$
|
(0.87
|
)
|
Preferred dividends applicable to convertible preferred stocks
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Net income (loss) attributable to common stockholders - diluted
|
|
$
|
(9,418,248
|
)
|
|
|
10,793,738
|
|
|
$
|
(0.87
|
)
|
For the Three Months ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders - basic
|
|
$
|
3,103,052
|
|
|
|
10,646,266
|
|
|
$
|
0.29
|
|
Preferred dividends applicable to convertible preferred stocks
|
|
|
116,055
|
|
|
|
2,092,173
|
|
|
|
|
|
Net income attributable to common stockholders - diluted
|
|
$
|
3,219,107
|
|
|
|
12,738,439
|
|
|
$
|
0.25
|
|
NOTE 14. SHAREHOLDERS’ EQUITY
Reverse Acquisition and Private Placement
On April 27, 2010, we completed the acquisition of City Zone
by means of a Share Exchange with (i) City Zone, (ii) the City Zone Shareholders and (iii) our principal shareholders (see NOTE
1). Pursuant to the terms of the Share Exchange, Expert Venture and the other City Zone Shareholders transferred to us all of the
shares of City Zone in exchange for the issuance of 8,736,932 shares of our common stock so that Expert Venture and the other minority
shareholders of City Zone shall own at least a majority of our outstanding shares.
Our directors approved the Share Exchange and the transactions
contemplated thereby. The directors of City Zone also approved the Share Exchange and the transactions contemplated thereby.
As a result of the Share Exchange, we acquired 100% of the equity
interests of City Zone, the business and operations of which now constitute our primary business and operations through its wholly-owned
PRC subsidiaries. Specifically, as a result of the Share Exchange:
|
·
|
We issued 8,736,932 shares of our common stock to the City Zone Shareholders;
|
|
·
|
The ownership position of our shareholders who were holders of common stock immediately prior to the Share Exchange changed from 100% to 9.5% (fully diluted) of our outstanding shares; and
|
|
·
|
City Zone Shareholders were issued our common stock constituting approximately 65.71% of our fully diluted outstanding shares.
|
Immediately after the Share Exchange, we entered into a securities
purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) for the
issuance and sale in a private placement of 1,866,174 Units at $4.40 per Unit, with each Unit consisting of one share of Series
A convertible preferred stock, par value $ 0.001 per share (the “Investor Shares”) and a warrant to purchase 0.4 shares
of our common stock with an exercise price of $ 5.06 per share (the “Warrants”). We initially received gross proceeds
from the sale of the 1,866,174 Investor Shares and Warrants to purchase up to 746,479 shares of our common stock of $8,211,166
(the “Private Placement”).
In connection with the Private Placement, we also entered into
a registration rights agreement (the “Registration Rights Agreement”) with the Investors, in which we agreed to file
a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
to register for resale the Investor Shares, within 60 calendar days of April 27, 2010, and use our best efforts to have the Registration
Statement declared effective within 180 calendar days of April 27, 2010. On October 21, 2010, the SEC declared the Registration
Statement effective and no liquidated damages were incurred.
In connection with the Private Placement, Maxim Group, LLC acted
as our financial advisor and placement agent (the “Placement Agent” or “Maxim”). The Placement Agent received
a cash fee equal to 7% of the gross proceeds of the Private Placement. Maxim also received warrants to purchase 171,911 shares
of our common stock at a price per share of $4.84 (the “Placement Agent Warrants”). Pursuant to the original placement
agreement entered into by and between Detian Yu and the Placement Agent on January 27, 2010 (the “Original Placement Agreement”),
we engaged the Placement Agent to act as the exclusive agent to sell the Units in this offering on a “commercially reasonable
efforts basis.” The Placement Agent also received a cash corporate finance fee equally to 1% of our gross proceeds raised
in the offering, payable at the time of each closing; five (5) year warrants to purchase that number of shares of Series A convertible
preferred stock equal to 5% of the aggregate number of shares of Series A convertible preferred stock underlying the Units issued
pursuant to the offering; and a non-refundable cash retainer of $25,000 payable upon the execution of the retainer agreement. We
also agreed to pay for all of the reasonable expenses the Placement Agent incurred in connection with the offering.
On May 10, 2010, we closed on the second and final round of
the private placement offering for the issuance and sale of 589,689 Units, consisting of 589,689 shares of Series A convertible
preferred stock and 235,883 five-year Series A Warrants with an exercise price of $ 5.06 per share, to certain Investors for total
gross proceeds of $ 2,594,607 .
We raised an aggregate amount of $ 10,805,750 in the offering
in two closing events. As of the final closing, we had 9,999,999 shares of common stock issued and outstanding. In connection with
the offering, we issued a total of 2,455,863 shares of Series A convertible preferred shares and 982,362 Series A Warrants to the
investors. Additionally, the Placement Agent received 171,911 warrants.
Common Stock
As of the final closing of the Private Placement, we had 9,999,999
shares of common stock issued and outstanding. Between the final closing of the Private Placement and March 31, 2014, an aggregate
of 396,763 shares of Series A convertible preferred stock were converted into 396,763 shares of common stock. As of March 31, 2014,
the total number of shares of common stock issued and outstanding was 11,015,029 shares.
Series A Convertible Preferred Stock
Holders of Series A convertible preferred stock (“Series
A Preferred”) are entitled to receive cumulative dividends in preference to the holders of our common stock at an annual
rate of 5% of the applicable per Series A Preferred original purchase price (the “Dividend Preference” and the “Dividends”).
If, after the Dividend Preference has been fully paid or declared and set apart, the Company shall make any additional distributions,
then the holders of Series A Preferred shall participate with the holders of common stock on an as-converted basis with respect
to such distributions. Dividends are payable in cash or shares of Series A Preferred, at the Company’s option.
Upon any liquidation, dissolution or winding up of the Company,
the holders of Series A Preferred will be entitled to receive, out of the assets of the Company available for distribution to its
shareholders, an amount equal to $4.40 per share (the “Liquidation Preference Amount”), before any payment shall be
made or any assets distributed to the holders of the common stock (the “Liquidation Preference”).
Each holder of Series A Preferred will have the right, at the
option of the holder at any time on or after the issuance of the Series A Preferred, without the payment of additional consideration,
to convert the Series A Preferred into a number of fully paid and nonassessable shares of common stock equal to: (i) the Liquidation
Preference Amount of such share divided by (ii) the Conversion Price in effect as of the date of the conversion in accordance with
the Certificate of Designations of the Series A Preferred.
For a period of two (2) years following the issuance of the
Series A Preferred, the conversion price of Series A Preferred was subject to adjustment for issuances of common stock (or securities
convertible or exchangeable into shares of common stock) at a purchase price less than the conversion price of the Series A Preferred.
The Series A Preferred does not contain any repurchase or redemption rights.
Current accounting standards require that we evaluate the terms
and conditions of convertible preferred stock to determine (i) if the nature of the hybrid financial instrument, based upon its
economic risks, is more akin to an equity contract or a debt contract for purposes of establishing classification of the embedded
conversion feature and (ii) the classification of the host or hybrid financial instrument. Based upon a review of the terms and
conditions of the Series A Preferred, the Company has concluded that the financial instrument is more akin to an equity financial
instrument. The major consideration underlying this conclusion is that the Series A Preferred is a perpetual financial instrument
with no stated maturity or redemption date, or other redemption that is not within the Company’s control. Other considerations
in support of the equity conclusion included the voting rights and conversion feature into common shares. While the cumulative
dividend feature may, in some instances, be likened to a debt-type coupon, the absence of a stated maturity date was determined
to establish the cumulative dividend as a residual return, which does not obviate the equity nature of the financial instrument.
Further, there are no cash redemption features that are not within the control of our management. As a result, classification in
shareholders’ equity is appropriate for the Series A Preferred.
As of March 31, 2014, an aggregate of 396,763 shares of Series
A Preferred were converted into 396,763 shares of common stock and an aggregate of 75,035 shares of Series A Preferred were issued
as dividends to the shareholders of Series A Preferred. As of March 31, 2014, the total number of shares of Series A Preferred
issued and outstanding was 1,860,900 shares.
For the three months ended March 31, 2014 and 2013, the Company
recorded $102,349 and $116,055 preferred dividend expenses, respectively.
Series A Warrants
We issued Series A Warrants to the Investors and the Placement
Agent having strike prices of $5.06 and $4.84 , respectively, and they expire five (5) years from the original date of issuance.
The strike prices are subject to adjustment only for changes in our capital structure, but allow for cashless exercise under a
formula that limits the aggregate issuable common shares. There are no redemption features embodied in the warrants and they have
met the conditions provided in current accounting standards for equity classification.
There were 982,362 Series A Warrants sold together with the
Series A Preferred to the Investors, each of which:
|
(a)
|
entitles the holder to purchase one (1) share of common stock;
|
|
(b)
|
are exercisable at any time after consummation of the transactions contemplated by the Purchase Agreement and shall expire on the date that is five years following the original issuance date of the Series A Warrants;
|
|
(c)
|
are exercisable, in whole or in part, at an exercise price of $5.06 per share of common stock; and
|
|
(d)
|
are exercisable only for cash (except that there will be a cashless exercise option if, after twelve months from the Issue Date, (i) the Per Share Market Value of one share of common stock is greater than the Warrant Price (at the date of calculation) and (ii) a registration statement under the Securities Act providing for the resale of the common stock issuable upon exercise of Warrant Shares is not in effect, in lieu of exercising the Series A Warrant by payment of cash).
|
Aggregate gross proceeds from the two (2) closing events amounted
to $10,805,750. Direct financing costs totaled $1,742,993, of which $1,555,627 was paid in cash and the balance of $187,366 represents
the fair value of warrants linked to 171,911 shares of our common stock that were issued to Maxim. The proceeds and the related
direct financing costs were allocated to the Series A Preferred and the Series A Warrants (classified in paid-in capital) based
upon their relative fair values. The following table summarizes the components of the allocation:
|
|
Paid-in
|
|
|
|
|
|
|
|
|
|
Series A
|
|
|
Capital
|
|
|
|
|
|
|
Preferred
|
|
|
Warrants
|
|
|
Total
|
|
Fair values of financial instruments
|
|
$
|
10,248,092
|
|
|
$
|
1,039,978
|
|
|
$
|
11,288,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds
|
|
$
|
9,810,227
|
|
|
$
|
995,523
|
|
|
$
|
10,805,750
|
|
Direct financing costs
|
|
|
(1,581,550
|
)
|
|
|
(161,443
|
)
|
|
|
(1,742,993
|
)
|
Fair value of placement agent warrants
|
|
|
-
|
|
|
|
187,366
|
|
|
|
187,366
|
|
|
|
$
|
8,228,677
|
|
|
$
|
1,021,446
|
|
|
$
|
9,250,123
|
|
Fair value considerations:
Our accounting for the sale of Series A Preferred and Series
A Warrants, and the issuance of the Series A Warrants to Maxim required the estimation of fair values of the financial instruments
on the financing inception date. The development of fair values of financial instruments requires the selection of appropriate
methodologies and the estimation of often subjective assumptions. We selected the valuation techniques based upon consideration
of the types of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions.
The Series A Preferred was valued based upon a common stock equivalent method, enhanced by the cumulative dividend feature. The
dividend feature was valued as the estimated cash flows of the dividends discounted to present value using an estimated weighted
average cost of capital. The warrants were valued using a Black-Scholes-Merton Valuation Technique because it embodies all of the
requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments.
These fair values were necessary to develop relative fair value
calculation for allocations of certain elements of the financing arrangement, principally proceeds and the related direct financing
costs. The following tables reflect assumptions used to determine the fair value of the Series A Preferred:
|
|
|
|
|
Series A
|
|
|
Series A
|
|
|
|
Fair Value
|
|
|
Preferred
|
|
|
Preferred
|
|
|
|
Hierarchy
|
|
|
April 27,
|
|
|
May 10,
|
|
|
|
Level
|
|
|
2010
|
|
|
2010
|
|
Indexed common shares
|
|
|
|
|
|
|
1,866,174
|
|
|
|
589,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalent value
|
|
|
|
|
|
$
|
6,631,403
|
|
|
$
|
2,083,094
|
|
Dividend feature
|
|
|
|
|
|
|
659,821
|
|
|
|
209,439
|
|
|
|
|
|
|
|
$
|
7,291,224
|
|
|
$
|
2,292,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock price
|
|
|
3
|
|
|
|
3.55
|
|
|
|
3.53
|
|
Horizon for dividend cash flow projection
|
|
|
3
|
|
|
|
2.00
|
|
|
|
2.00
|
|
Weighted average cost of capital ("WACC")
|
|
|
3
|
|
|
|
15.91
|
%
|
|
|
15.55
|
%
|
Fair value hierarchy of the above assumptions can be categorized
as follows:
|
(1)
|
Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived there from. There were
no level 1 inputs.
|
|
(2)
|
Level 2 inputs are significant other observable inputs.
There were no level 2 inputs.
|
|
(3)
|
Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety.
|
|
·
|
Stock price- Given that management did not believe our trading market price was indicative of the fair value of our common
stock at the measurement date, the common stock price value was derived implicitly from an iterative process based upon the assumption
that the consideration of the Private Placement was the result of an arm’s length transaction. The Private Placement was
composed of shares of Series A Preferred and Series A Warrants which were both indexed to our common stock; accordingly, we used
an iterative process to determine the value of our common stock in order for the fair value of the Series A Preferred and Series
A Warrants to equal the amount of consideration received in the Private Placement.
|
|
·
|
Dividend horizon- We estimated the horizon for dividend payment at 2 years.
|
|
·
|
WACC- The rates utilized to discount the cumulative dividend cash flows to their present values were based on a weighted average
cost of capital of 18.94 % and 18.60 %, as of April 27, 2010 and May 10, 2010, respectively. This discount rate was determined
after consideration of the rate of return on debt capital and equity that typical investors would require in an investment in companies
similar in size and operating in similar markets as Deyu Agriculture Corp. The cost of equity was determined using a build-up method
which begins with a risk free rate and adds expected risk premiums designed to reflect the additional risk of the investment. Additional
premiums or discounts related specifically to us and the industry are also added or subtracted to arrive at the final cost of equity
rate. The cost of debt was determined based upon available financing terms.
|
|
·
|
Significant inputs and assumptions underlying the model calculations related to the warrant valuations are as follows:
|
The following tables reflect assumptions
used to determine the fair value of the Series A Warrants:
|
|
Fair
Value
|
|
|
April 27, 2010
|
|
|
May 10, 2010
|
|
|
|
Hierarchy
|
|
|
Investor
|
|
|
Agent
|
|
|
Investor
|
|
|
Agent
|
|
|
|
Level
|
|
|
warrants
|
|
|
warrants
|
|
|
warrants
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indexed shares
|
|
|
|
|
|
|
746,479
|
|
|
|
130,632
|
|
|
|
235,883
|
|
|
|
41,279
|
|
Exercise price
|
|
|
|
|
|
|
5.06
|
|
|
|
4.84
|
|
|
|
5.06
|
|
|
|
4.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock price
|
|
|
3
|
|
|
|
3.55
|
|
|
|
3.55
|
|
|
|
3.53
|
|
|
|
3.53
|
|
Remaining term
|
|
|
3
|
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
Risk free rate
|
|
|
2
|
|
|
|
2.39
|
%
|
|
|
2.39
|
%
|
|
|
2.24
|
%
|
|
|
2.24
|
%
|
Expected volatility
|
|
|
2
|
|
|
|
45.25
|
%
|
|
|
45.25
|
%
|
|
|
45.47
|
%
|
|
|
45.47
|
%
|
Fair value hierarchy of the above assumptions can be categorized
as follows:
|
(1)
|
There were no Level 1 inputs.
|
|
(2)
|
Level 2 inputs include:
|
|
•
|
Risk-free rate- This rate is based on publicly-available yields on zero-coupon U.S. Treasury securities with remaining terms to maturity consistent with the remaining contractual term of the Series A Warrants.
|
|
•
|
Expected volatility- We did not have a historical trading history sufficient to develop an internal volatility rate for use in the model. As a result, we have used a peer approach wherein the historical trading volatilities of certain companies with similar characteristics as ours and who had a sufficient trading history were used as an estimate of our volatility. In developing this model, no one company was weighted more heavily than another.
|
|
(3)
|
Level 3 inputs include:
|
|
•
|
Stock price- Given that management did not believe our trading market price was indicative of the fair value of our common stock at the measurement date, the stock price was determined implicitly from an iterative process based upon the assumption that the consideration of the Private Placement was the result of an arm’s length transaction.
|
|
•
|
Remaining term- We do not have a history to develop the expected term for our warrants. Accordingly, we have used the contractual remaining term in our calculations.
|
The following is a summary of the status and activity of warrants
outstanding As of March 31, 2014:
Outstanding Warrants
|
Exercise Price
|
|
|
Number of Warrants
|
|
|
Average Remaining Contractual Life
|
$
|
5.06
|
|
|
|
982,362
|
|
|
1.07 years
|
$
|
4.84
|
|
|
|
171,911
|
|
|
1.07 years
|
|
Total
|
|
|
|
1,154,273
|
|
|
|
|
|
Number of Warrants
|
|
Outstanding as of January 1, 2014
|
|
|
1,154,273
|
|
Granted
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
Outstanding as of March 31, 2014
|
|
|
1,154,273
|
|
NOTE 15. SHARE-BASED COMPENSATION
As of March 31, 2014, the Company had one share-based compensation
plan as described below. The compensation cost that had been charged against income for the plan was $585 and $42,208 for the three
months ended March 31, 2014 and 2013, respectively. The related income tax benefit recognized was $199 and $14,351 for the three
months ended March 31, 2014 and 2013, respectively. A 100 % valuation allowance was assessed against the deferred tax assets derived
from such tax benefit as of March 31, 2014 and 2013.
On November 4, 2010, the Company’s Board of Directors
approved the Company’s 2010 Share Incentive Plan. On November 8, 2010, a total of 931,000 non-qualified incentive stock
options were approved by our Board of Directors and granted under the Plan to executives, key employees, independent directors,
and consultants at an exercise price of $4.40 per share and on December 15, 2010, 40,000 non-qualified incentive stock shares were
approved by our Board of Directors and granted under the Plan to a consultant at an exercise price of $4.40 per share, of which
shall vest as follows:
33 1/3% of the option grants vested one (1) month
after the date of grant;
33 1/3% of the option grants vested twelve (12) months
after the date of grant; and
33 1/3% of the option grants will vest twenty-four
(24) months after the date of grant.
On March 8, 2012, the Company’s Board of Directors increased
the number of shares allocated to and authorized for use under the Plan from 1,000,000 shares to the maximum number of shares allowable
pursuant to the terms of the Plan and granted 420,000 options under the Plan to independent directors, officers and key employees
of the Company, of which included some new options and those re-granted after such options were forfeited by other former employees
as a result of their resignations from the Company in accordance with the terms of their option agreements. All of the granted
options vest as follows:
50 % of the options granted vested six (6) months
after the date of the grant; and
50 % of the options granted vested twelve (12) months
after the date of the grant.
On November 23, 2012, our Board of Directors allocated to and
authorized to re-grant 150,000 options to a director of the Company after such options were forfeited by other former employees
as a result of their resignations from the Company in accordance with the terms of their option agreements. All of the granted
options vest as follows:
33 1/3% of the option grants vested one (1) month
after the date of grant;
33 1/3% of the option grants vested twelve (12) months
after the date of grant; and
33 1/3% of the option grants will vest twenty-four
(24) months after the date of grant.
The fair value of each option award was estimated on the date
of grant using a Black-Scholes option pricing model that uses the assumptions noted in the following table. The model is based
on the assumption that it is possible to set up a perfectly hedged position consisting of owning the shares of stock and selling
a call option on the stock. Any movement in the price of the underlying stock will be offset by an opposite movement in the options
value, resulting in no risk to the investor. This perfect hedge is riskless and, therefore, should yield the riskless rate of return.
As the Black-Scholes option pricing model applies to stocks that do not pay dividends, we made an adjustment developed by Robert
Merton to approximate the option value of a dividend-paying stock. Under this adjustment method, it is assumed that the Company’s
stock will generate a constant dividend yield during the remaining life of the options.
The following tables reflect assumptions used to determine the
fair value of the option award:
Options granted on November 8, 2010:
Exercisable Period
|
|
12/8/2010 -
11/8/2020
|
|
|
11/8/2011 -
11/8/2020
|
|
|
11/8/2012 -
11/8/2020
|
|
Risk-free Rate (%)
|
|
|
1.12
|
|
|
|
1.27
|
|
|
|
1.46
|
|
Expected Lives (years)
|
|
|
5.04
|
|
|
|
5.50
|
|
|
|
6.00
|
|
Expected Volatility (%)
|
|
|
46.10
|
|
|
|
44.49
|
|
|
|
43.04
|
|
Expected forfeitures per year (%)
|
|
|
0.00-55.00
|
|
|
|
0.00-55.00
|
|
|
|
0.00-55.00
|
|
Dividend Yield (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Options granted on December 15, 2010:
Exercisable Period
|
|
1/15/2011 -
12/15/2020
|
|
|
12/15/2011 -
12/15/2020
|
|
|
12/15/2012 -
12/15/2020
|
|
Risk-free Rate (%)
|
|
|
2.15
|
|
|
|
2.32
|
|
|
|
2.50
|
|
Expected Lives (years)
|
|
|
5.04
|
|
|
|
5.50
|
|
|
|
6.00
|
|
Expected Volatility (%)
|
|
|
46.15
|
|
|
|
44.52
|
|
|
|
43.09
|
|
Expected forfeitures per year (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Dividend Yield (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Options granted on March 8, 2012:
Exercisable Period
|
|
09/08/2012 -
03/08/2020
|
|
|
03/08/2013 -
03/08/2020
|
|
Risk-free Rate (%)
|
|
|
0.94
|
|
|
|
1.00
|
|
Expected Lives (years)
|
|
|
5.25
|
|
|
|
5.49
|
|
Expected Volatility (%)
|
|
|
45.91
|
|
|
|
45.22
|
|
Expected forfeitures per year (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
Dividend Yield (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
Options granted on November 23, 2012:
Exercisable Period
|
|
12/23/2012 -
11/8/2020
|
|
|
11/23/2013 -
11/8/2020
|
|
|
11/23/2014 -
11/8/2020
|
|
Risk-free Rate (%)
|
|
|
0.53
|
|
|
|
0.60
|
|
|
|
0.68
|
|
Expected Lives (years)
|
|
|
4.02
|
|
|
|
4.48
|
|
|
|
4.98
|
|
Expected Volatility (%)
|
|
|
37.43
|
|
|
|
46.48
|
|
|
|
46.45
|
|
Expected forfeitures per year (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Dividend Yield (%)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Fair value hierarchy of the above assumptions can be categorized
as follows:
|
(1)
|
There were no Level 1 inputs.
|
|
(2)
|
Level 2 inputs include:
|
|
·
|
Risk-free rate- This rate is based on continuous compounding of publicly-available yields on U.S. Treasury securities with remaining terms to maturity consistent with the expected term of the options at the dates of grant.
|
|
·
|
Expected volatility- We did not have a historical trading history sufficient to develop an internal volatility rate for use in the model. As a result, we have used a peer approach wherein the historical trading volatilities of certain companies with similar characteristics as ours and who had a sufficient trading history were used as an estimate of our volatility. In developing this model, no one company was weighted more heavily than another.
|
|
(3)
|
Level 3 inputs include:
|
|
·
|
Expected lives- The expected lives of options granted were derived from the output of the option valuation model and represented the period of time that options granted are expected to be outstanding.
|
|
·
|
Expected forfeitures per year- The expected forfeitures are estimated at the dates of grant and will be revised in subsequent periods pursuant to actual forfeitures, if significantly different from the previous estimates.
|
The estimates of fair value from the model are theoretical values
of stock options and changes in the assumptions used in the model could result in materially different fair value estimates. The
actual value of the stock options will depend on the market value of the Company’s common stock when the stock options are
exercised.
A summary of option activity under the Plan as of March 31,
2014, and changes during the three months ended March 31, 2014 are presented below:
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
Intrinsic
|
|
Options
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
Value
|
|
Outstanding as of January 1, 2014
|
|
|
750,000
|
|
|
$
|
3.14
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(40,000
|
)
|
|
$
|
4.40
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2014
|
|
|
710,000
|
|
|
$
|
3.07
|
|
|
3.63 years
|
|
$
|
609,197
|
|
Exercisable as of March 31, 2014
|
|
|
660,000
|
|
|
$
|
2.97
|
|
|
3.63 years
|
|
$
|
605,624
|
|
Vested and expected to vest (1)
|
|
|
710,000
|
|
|
$
|
3.07
|
|
|
3.63 years
|
|
|
|
|
(1) Includes vested shares and unvested shares after a forfeiture
rate is applied.
A summary of the status of the Company’s unvested shares
as of March 31, 2014, and changes during the three months ended March 31, 2014 is presented below:
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant-
|
|
|
|
|
|
|
Date Fair
|
|
Unvested Shares
|
|
Shares
|
|
|
Value
|
|
Unvested as of January 1, 2014
|
|
|
50,000
|
|
|
$
|
3,573
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Unvested as of March 31, 2014
|
|
|
50,000
|
|
|
$
|
3,573
|
|
NOTE 16. RELATED PARTY TRANSACTIONS
Due from related parties
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Due from Beijing Doukounianhua Biotechnology Co., Ltd.
|
|
$
|
43,277
|
|
|
$
|
44,441
|
|
Total
|
|
$
|
43,277
|
|
|
$
|
44,441
|
|
Jianbin Zhou, the former Chief Operating Officer of the Company,
is the legal representative of Beijing Doukounianhua Biotechnology Co., Ltd.
Due to related parties
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Due to Dongsheng International Investment Co., Ltd.
|
|
$
|
54,694
|
|
|
$
|
-
|
|
Due to Mr. He Hao
|
|
|
13,932
|
|
|
|
14,306
|
|
Total
|
|
$
|
68,626
|
|
|
$
|
14,306
|
|
Mr. Hao He is the former shareholder of Huichun and Taizihu.
Mr. WenjunTian, the former President and Director of the Company is the Executive Director of Jinshang International Finance Leasing
Co., Ltd.
Guarantees
As of March 31, 2014, YuciJinmao Food Processing Factory, of
which the legal representative is JunlianZheng, the wife of Junde Zhang, the Vice President of the Company, provided guarantees
on short-term loans obtained by JinzhongYongcheng and JinzhongYuliang.
NOTE 17. SEGMENT REPORTING
The Company defined reportable segments according to ASC Topic
280. The segments, including corn division, grain division and bulk trading division, are identified primarily based on the structure
of allocating resources and assessing performance of the group.
The corn division is in the business of purchasing corn from
farmers, simple processing and distributing to agricultural product trading companies through wholesale. The business of the grain
division is conducted by processing and distributing grains and other products. The business of the bulk trading division is conducted
by bulk purchasing and the sale of raw grain.
For the three months ended
|
|
Corn
|
|
|
Grain
|
|
|
Bulk Trading
|
|
|
|
|
|
|
|
March 31, 2014
|
|
Division
|
|
|
Division
|
|
|
Division
|
|
|
Others
|
|
|
Total
|
|
Revenues from external customers
|
|
$
|
8,330,537
|
|
|
$
|
6,652,924
|
|
|
$
|
589,859
|
|
|
$
|
-
|
|
|
$
|
15,573,320
|
|
Intersegment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interest revenue
|
|
|
694
|
|
|
|
213
|
|
|
|
117
|
|
|
|
55
|
|
|
|
1,080
|
|
Interest expense
|
|
|
(105,050
|
)
|
|
|
(90,381
|
)
|
|
|
-
|
|
|
|
(221
|
)
|
|
|
(195,653
|
)
|
Net interest (expense) income
|
|
|
(104,356
|
)
|
|
|
(90,168
|
)
|
|
|
117
|
|
|
|
(166
|
)
|
|
|
(194,572
|
)
|
Depreciation and amortization
|
|
|
(148,572
|
)
|
|
|
(401,585
|
)
|
|
|
(1,176
|
)
|
|
|
(51,313
|
)
|
|
|
(602,646
|
)
|
Noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
159
|
|
|
|
159
|
|
Segment net profit (loss)
|
|
|
(7,744,170
|
)
|
|
|
(257,527
|
)
|
|
|
(678,789
|
)
|
|
|
(635,572
|
)
|
|
|
(9,316,058
|
)
|
For the three months ended
|
|
Corn
|
|
|
Grain
|
|
|
Bulk Trading
|
|
|
|
|
|
|
|
March 31, 2013
|
|
Division
|
|
|
Division
|
|
|
Division
|
|
|
Others
|
|
|
Total
|
|
Revenues from external customers
|
|
$
|
35,425,984
|
|
|
$
|
12,361,102
|
|
|
$
|
29,380,628
|
|
|
$
|
-
|
|
|
$
|
77,167,714
|
|
Intersegment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Interest revenue
|
|
|
3,774
|
|
|
|
735
|
|
|
|
3,361
|
|
|
|
230
|
|
|
|
8,100
|
|
Interest expense
|
|
|
(85,277
|
)
|
|
|
(64,358
|
)
|
|
|
(26,069
|
)
|
|
|
-
|
|
|
|
(175,704
|
)
|
Net interest (expense) income
|
|
|
(81,503
|
)
|
|
|
(63,623
|
)
|
|
|
(22,708
|
)
|
|
|
230
|
|
|
|
(167,604
|
)
|
Depreciation and amortization
|
|
|
(121,849
|
)
|
|
|
(435,149
|
)
|
|
|
(692
|
)
|
|
|
(41,725
|
)
|
|
|
(599,415
|
)
|
Noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,619
|
|
|
|
3,619
|
|
Segment net profit (loss)
|
|
|
1,929,282
|
|
|
|
1,182,975
|
|
|
|
965,447
|
|
|
|
(862,216
|
)
|
|
|
3,215,488
|
|
All of our revenues were generated from customers in China.
Sales to exporting agencies were denominated in RMB, the Company’s functional currency and were accounted for as domestic
sales. All long-lived assets are located in China. The following tables set forth our three major customers in each segment:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
Corn Division :
|
|
2014
|
|
|
2013
|
|
Chengdu Jindou Animal Nutrition Food Co., Ltd.
|
|
|
4.2
|
%
|
|
|
2.4
|
%
|
Agribrands (Chengdu) Feed Co., Ltd.
|
|
|
3.7
|
%
|
|
|
3.7
|
%
|
Chongqing Shuangqiao Zhengda Co. Ltd.
|
|
|
3.6
|
%
|
|
|
2.1
|
%
|
Top Three Customers as % of Total Gross Sales:
|
|
|
11.5
|
%
|
|
|
8.2
|
%
|
Grain Division :
|
|
|
|
|
|
|
|
|
Deyufang Innovation Food (Beijing) Co., Ltd.
|
|
|
82.0
|
%
|
|
|
44.5
|
%
|
Beijing Ya Jin Bo Trading Co. Ltd.
|
|
|
0.7
|
%
|
|
|
1.4
|
%
|
Shanxi Doukounianhua Biotechnology Co., Ltd.
|
|
|
0.6
|
%
|
|
|
2.1
|
%
|
Top Three Customers as % of Total Gross Sales
|
|
|
83.3
|
%
|
|
|
48.0
|
%
|
Bulk Trading Division :
|
|
|
|
|
|
|
|
|
Shanxi Helifeihua Trading Co., Ltd.
|
|
|
48.3
|
%
|
|
|
10.3
|
%
|
Shenzhen XinJiawang Agricultural By-products development Co. Ltd.
|
|
|
25.3
|
%
|
|
|
6.6
|
%
|
Yuci Kaiwang Grain and Oil Wholesale Department
|
|
|
19.0
|
%
|
|
|
5.7
|
%
|
Top Three Customers as % of Total Gross Sales:
|
|
|
92.6
|
%
|
|
|
22.6
|
%
|
NOTE 18. CONCENTRATION OF CREDIT RISK
As of March 31, 2014 and December 31, 2013, all of the Company’s
cash balances in banks were maintained within the PRC where no rule or regulation currently in place to provide obligatory insurance
for bank deposits in the event of bank failure. However, the Company has not experienced any losses in such accounts and believes
it is not exposed to such risks on its cash balances in banks.
For the three months ended March 31, 2014 and 2013, all of the
Company’s sales were generated in the PRC. In addition, all accounts receivable as of December 31, 2013 and December 31,
2012 were due from customers located in the PRC.
For the three months ended March 31, 2014, sales revenue generated
from Deyufang Innovation Food (Beijing) Co., Ltd. accounted for 35.0% of the Company's consolidated gross revenue, while there
was no single customer accounted for greater than 10% of the Company's consolidated gross revenue for the three months ended March
31, 2013. No single customer accounted for greater than 10% of the Company’s consolidated accounts receivable as of March
31, 2014 and December 31, 2013.
NOTE 19. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases railroad lines, warehouses and offices under
operating leases. Future minimum lease payments under operating leases with initial or remaining terms of one year or more are
as follows:
As of March 31,
|
|
Operating Leases
|
|
2015
|
|
$
|
310,528
|
|
2016
|
|
|
180,490
|
|
2017
|
|
|
169,230
|
|
2018
|
|
|
169,230
|
|
2019
|
|
|
169,230
|
|
Thereafter
|
|
|
1,147,636
|
|
|
|
$
|
2,146,344
|
|
NOTE 20. SUBSEQUENT EVENTS
Management has considered all events occurring through the date
which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2014 have
been incorporated into the accompanying consolidated and combined financial statements, and those requiring disclosure have been
fully disclosed in accordance with FASB ASC Topic 855, “Subsequent Events”.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
In this Quarterly Report on Form 10-Q, unless
otherwise indicated, the words “we”, “us”, “our”, “Deyu” or the “Company”)
refer to Deyu Agriculture Corp. and all entities owned or controlled by Deyu Agriculture Corp., except where it is made clear that
the term only means the parent or a subsidiary company. References in this report to the “PRC” or “China”
are to the People’s Republic of China.
This report contains forward-looking statements.
The words “anticipated”, “believe”, “expect”, “plan”, “intend”, “seek”,
“estimate”, “project,”, “could”, “may” and similar expressions are intended to
identify forward-looking statements. These statements include, among others, information regarding future operations, future capital
expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events
and financial performance and involve risks and uncertainties, including, without limitation, the current economic downturn adversely
affecting demand for the our products; our reliance on our major customers for a large portion of our net sales; our ability to
develop and market new products; our ability to raise additional capital to fund our operations; our ability to accurately forecast
amounts of supplies needed to meet customer demand; market acceptance of our products; exposure to product liability and defect
claims; fluctuations in the availability of raw materials and components needed for our products; protection of our intellectual
property rights; changes in the laws of the PRC that affect our operations; inflation and fluctuations in foreign currency rates
and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should
underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed,
estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this report are qualified by these
cautionary statements and there can be no assurance of the actual results or developments.
Summary of our Business
We are a vertically integrated producer,
processor, marketer and distributor of organic and other agricultural products made from corn and grains operating in Shanxi Province
in the People's Republic of China. We have a nationwide sales network covering manufacturers, grain traders, wholesalers, distributors
and retail stores. Our facilities include modern warehouses with storage capacity of over 100,000 tons and sophisticated production
lines with annual production capacity of over 105,000 and 700,000 tons for grain products and corn, respectively.
Our business operations are mainly conducted
through our wholly-owned PRC subsidiaries, JinzhongDeyu Agriculture Trading Co. Limited (“JinzhongDeyu”), JinzhongYuliang
Agriculture Trading Co. Limited (“Yuliang”), Shanxi Taizihu Food Co. Ltd. (“Taizihu”) and Shanxi Huichun
Bean Products Co., Ltd (“Huichun”). Yuliang focus on processing and distributing our corn and corn byproducts. Our
grain processing, distribution and bulk trading business are mainly conducted through JinzhongDeyu, Taizihu and Huichun.
A brief description of our products is set
forth below, by division:
· Corn Division –acquires unprocessed
corn for value-added processing such as cleaning, drying packaging, etc. the main consumers for this division range from livestock
feed companies to corn oil/corn starch manufacturing companies as well as governmental procurement agencies in China.
· Grain Division –acquires
unprocessed grains including millet, green bean, soy bean, black rice and many other varieties of grains traditionally grown and
consumed in China for value-added processing such as peeling, cleaning, grinding, packaging, etc. The Grain Division also produces
and distributes deep processed food products, such as bean based products, fruit vinegars and juices, noodles and other grain products.
We sell our processed grain products to wholesalers, distributors, institutional clients, etc.
· Bulk Trading Division –conducts
bulk trading through procuring and wholesales of rice, flour, wheat, kidney beans, green beans and other agricultural products.
The majority customers of this division include food manufacturers, grain trading companies, wholesalers and governmental procurement
agencies in China.
We have adopted the operation mode of “Company
+ Farmers + Cultivation Base”. We have established long term strategic partnerships with over 60,000 farmers to grow crops
on farmland. We provide extensive agricultural services to the farmers to plan and harvest crops. Services include technical know-how
and support, such as cultivation methods, seeding and logistics.
We are equipped with fully automatic and
advanced production lines for grain processing with a total production capacity of over 105,000 tons. The advanced production lines
and production technologies help produce grain products with high quality by maintaining the nutritional components of the products.
We operate six self-owned warehouses and some rental warehouses with total storage capacity of over 100,000 tons of food products
and an annual turnover of 700,000 tons. This capacity helps us to reach economies of scale with low cost of processing and storage.
Our production bases are located in Jinzhong and Quwo in Shanxi Province with convenient transportation. We have exclusive lease
agreements with three railway lines for freight transportation in Jinzhong: (a) Shanxi Cereal & Oil Group, Mingli Reservation
Depot; (b) Shanxi Yuci Cereal Reservation Depot; and (c) YuciDongzhao Railway Freight Station, which ensure speedy delivery of
our products at a low cost.
We have cultivated a national network for
corn and bulk trading with customers including various livestock feed companies, food manufacturers, corn oil/corn starch manufacturing
companies, grain trading companies, wholesalers and governmental procurement agencies. Meanwhile, our processed grain products
are sold to wholesalers, distributors, institutional clients and retail stores. We also sell OEM products made of grain through
export agencies to Japan, Germany, the United States and other countries.
Operating revenue for the three months ended
March 31, 2014 was $15,573,320, representing a 79.8% decrease from $77,167,714 for the three months ended March 31, 2013. Net loss
available to common stockholders for the three months ended March 31, 2014 was $9,418,248, representing a 403.5% decrease from
$3,103,052 of net income for the three months ended March 31, 2013.
Our principal office is located in China
at Unit 1010, Block B, Huizhi Building, No. 9 Xueqing Road, Haidan District, Beijing, PRC 100085. Our telephone number in China
is +(8610)-8273-2870 and our fax number is +(8610)- 8273 2870 x 8518. Our corporate website is
www.deyuagri.com
(information
on our website is not made a part of this Quarterly Report).
Recent Developments
Starting from last year, the corn market
experienced a downturn resulted by weak demand from the downstream industries with consecutive increase of output in the past few
years in China. The on-going downturn continued to impact our business in 2014. Corn is mainly used as raw material for livestock
feeds and deep processed products such as corn starch and ethanol. The demand for corn declined dramatically in 2013. In the first
quarter of 2014, the trend continued. Pork price continued to decline, the loss in the livestock industry was enlarged and farmers
continued to reduce the livestock raising scale. In addition, deep processed corn industry has been depressed for a few years.
A lot of corn deep processing companies have been running under production capacity and have not been profitable. The corn demand
from deep processed corn industry was still very low. The Company is undertaking a conservative strategy temporarily in sales development
to cope with the weak demand in the market.
The weather in the past winter in Shanxi
Province in China was abnormally warm compared to winters of previous years and caused serious damage to our inventories. This
badly affected our operations. The Company incurred a substantial gross loss of $5.9 million from the disposal of the damaged corn
inventory which mildewed in the first quarter of 2014. The Company has taken effective measures to prevent further mildewing, such
as isolating the damaged inventories, continuous and constant drying of the stocks by machines and improving air ventilation of
the warehouses. Further damage was stopped under the Company’s imposing strict control measures.
Plan of Operation
We believe that the agriculture sector is
still very promising in the long term even though the evolving market conditions in China currently present great challenges. The
Company has been undertaking measures to optimize operations, to increase efficiency and to reduce operational costs. At the same
time, the Company is continuing its business development initiatives to cultivate the entire value chain concept and develop new
business strategies with resources integration through digital platform. We expect these measures, together with new business development,
will help us get through this difficult period and restore the growth in the future. And with the implementation of new business
strategies and resource consolidation/sharing, we believe that we can compete effectively in the industry under the new emerging
market conditions.
As reported in the last Annual Report on
10K that due to certain crucial disagreement with the developer engaged to develop the Company’s digital trading and agriculture
service platform, the development contract was suspended as from March 14, 2014. The Management, without any intention to
abandon continuance to develop the digital service platform, is still targeting to complete the development.
Results of Operations for the Three Months Ended March 31,
2014 as Compared to the Three Months Ended March 31, 2013
|
|
For The Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
%
|
|
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal inventory
|
|
$
|
12,152,145
|
|
|
$
|
77,167,714
|
|
|
$
|
(65,015,569
|
)
|
|
|
-84.3
|
%
|
Damaged corn
|
|
|
3,421,175
|
|
|
|
-
|
|
|
|
3,421,175
|
|
|
|
100.0
|
%
|
Total Net Revenue
|
|
|
15,573,320
|
|
|
|
77,167,714
|
|
|
|
(61,594,394
|
)
|
|
|
-79.8
|
%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal inventory
|
|
|
(11,553,198
|
)
|
|
|
(68,363,540
|
)
|
|
|
56,810,342
|
|
|
|
-83.1
|
%
|
Damaged corn
|
|
|
(9,328,942
|
)
|
|
|
-
|
|
|
|
(9,328,942
|
)
|
|
|
100.0
|
%
|
Total Cost of Goods Sold
|
|
|
(20,882,140
|
)
|
|
|
(68,363,540
|
)
|
|
|
47,481,400
|
|
|
|
-69.5
|
%
|
Gross Profit
|
|
|
(5,308,820
|
)
|
|
|
8,804,174
|
|
|
|
(14,112,994
|
)
|
|
|
-160.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
(1,098,652
|
)
|
|
|
(3,198,595
|
)
|
|
|
2,099,943
|
|
|
|
-65.7
|
%
|
General and administrative expenses
|
|
|
(2,678,029
|
)
|
|
|
(1,882,867
|
)
|
|
|
(795,162
|
)
|
|
|
42.2
|
%
|
Total Operating Expense
|
|
|
(3,776,681
|
)
|
|
|
(5,081,462
|
)
|
|
|
1,304,781
|
|
|
|
-25.7
|
%
|
Operating income (loss)
|
|
|
(9,085,501
|
)
|
|
|
3,722,712
|
|
|
|
(12,808,213
|
)
|
|
|
-344.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
1,080
|
|
|
|
8,100
|
|
|
|
(7,020
|
)
|
|
|
-86.7
|
%
|
Interest expense
|
|
|
(195,653
|
)
|
|
|
(175,704
|
)
|
|
|
(19,949
|
)
|
|
|
11.4
|
%
|
Non-operating income (loss)
|
|
|
47,265
|
|
|
|
813
|
|
|
|
46,452
|
|
|
|
5713.7
|
%
|
Total Other Expense
|
|
|
(147,308
|
)
|
|
|
(166,791
|
)
|
|
|
19,483
|
|
|
|
-11.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(9,232,809
|
)
|
|
|
3,555,921
|
|
|
|
(12,788,730
|
)
|
|
|
-359.6
|
%
|
Income taxes
|
|
|
(83,249
|
)
|
|
|
(340,433
|
)
|
|
|
257,184
|
|
|
|
-75.5
|
%
|
Net income (loss)
|
|
|
(9,316,058
|
)
|
|
|
3,215,488
|
|
|
|
(12,531,546
|
)
|
|
|
-389.7
|
%
|
Net Income (loss) attributable to noncontrolling interests
|
|
|
159
|
|
|
|
3,619
|
|
|
|
(3,460
|
)
|
|
|
-95.6
|
%
|
Net income (loss) attributable to Deyu Agriculture Corp.
|
|
|
(9,315,899
|
)
|
|
|
3,219,107
|
|
|
|
(12,535,006
|
)
|
|
|
-389.4
|
%
|
Preferred stock dividends
|
|
|
(102,349
|
)
|
|
|
(116,055
|
)
|
|
|
13,706
|
|
|
|
-11.8
|
%
|
Net income (loss) available to common stockholders
|
|
$
|
(9,418,248
|
)
|
|
$
|
3,103,052
|
|
|
$
|
(12,521,300
|
)
|
|
|
-403.5
|
%
|
Net Revenue
Our net revenue for the three months ended
March 31, 2014 was $15.6 million, a decrease of $61.6 million, or 79.8%, compared to $77.2 million for the three months ended March
31, 2013. This decrease was the combined result of a decrease of $27.1 million in corn sales, a decrease of $5.7 million in grain
sales and a decrease of $28.8 million in bulk trading sales. Sales derived from our Corn Division, Grain Division and Bulk Trading
Division for the three months ended March 31, 2014 were $8.3 million, $6.7 million and $0.6 million, respectively, accounting for
53.5%, 42.7% and 3.8% of total net revenue, respectively.
The following table breaks down the distribution
of our sales volume and amount by division and as a percentage of gross sales:
|
|
For The Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
Volume
(ton)
|
|
|
Net Revenue
|
|
|
% of
total sales
|
|
|
Volume
(ton)
|
|
|
Net Revenue
|
|
|
% of
total sales
|
|
|
Changes
|
|
|
%
|
|
Corn Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal inventory
|
|
|
14,040
|
|
|
$
|
4,909,362
|
|
|
|
31.5
|
%
|
|
|
96,000
|
|
|
$
|
35,425,984
|
|
|
|
45.9
|
%
|
|
$
|
(30,516,622
|
)
|
|
|
-86.1
|
%
|
Damaged corn
|
|
|
40,880
|
|
|
|
3,421,175
|
|
|
|
22.0
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,421,175
|
|
|
|
100.0
|
%
|
Subtotal
|
|
|
54,920
|
|
|
|
8,330,537
|
|
|
|
53.5
|
%
|
|
|
96,000
|
|
|
|
35,425,984
|
|
|
|
45.9
|
%
|
|
|
(27,095,447
|
)
|
|
|
-76.5
|
%
|
Grain Division
|
|
|
4,193
|
|
|
|
6,652,924
|
|
|
|
42.7
|
%
|
|
|
8,792
|
|
|
|
12,361,102
|
|
|
|
16.0
|
%
|
|
|
(5,708,178
|
)
|
|
|
-46.2
|
%
|
Bulk Trading Division
|
|
|
674
|
|
|
|
589,859
|
|
|
|
3.8
|
%
|
|
|
47,747
|
|
|
|
29,380,628
|
|
|
|
38.1
|
%
|
|
|
(28,790,769
|
)
|
|
|
-98.0
|
%
|
Total
|
|
|
59,787
|
|
|
$
|
15,573,320
|
|
|
|
100.0
|
%
|
|
|
152,539
|
|
|
$
|
77,167,714
|
|
|
|
100.0
|
%
|
|
$
|
(61,594,394
|
)
|
|
|
-79.8
|
%
|
Net revenue from our Corn Division for the
three months ended March 31, 2014 was approximately $8.3 million, a decrease of $27.1 million, or approximately 76.5%, as compared
to $35.4 million for the three months ended March 31, 2013. The decrease was mainly the combined result of a decrease of 42.8%
in sales volume and a decrease of 58.9% in the average annual selling price of corn. The decrease was primarily due to a conservative
strategy temporarily taken by the Company to cope with the weak demand in the corn market.
Net revenue from our Grain Division for
the three months ended March 31, 2014 was approximately $6.7 million, a decrease of $5.7 million, or 46.2%, as compared to $12.4
million for the three months ended March 31, 2013. The decrease was mainly attributable to the reduction in retail sales caused
by the deteriorating efficiency of traditional retail sales.
Net revenue from our Bulk Trading Division
for the three months ended March 31, 2014 was approximately $0.6 million, a decrease of $28.8 million, or 98.0% as compared to
$29.4 million for the three months ended March 31, 2013. This decrease was mainly attributable to a conservative strategy temporarily
taken by the Company for bulk trading business.
Cost of Goods Sold
Cost of goods sold mainly consisted of the
cost of raw materials, labor, utilities, manufacturing costs, manufacturing related depreciation and packaging costs. Our cost
of goods sold was $20.9 million, a decrease of $47.5 million, or 69.5%, as compared to $68.4 million for the three months ended
March 31, 2013. This decrease was primarily attributable to the decrease in sales revenue.
Gross Profit (loss)
The following table breaks down the gross
profit (loss) and gross margin by division:
|
|
For The Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
Gross
Profit
|
|
|
% of
total
Gross
Profit
|
|
|
Margin
|
|
|
Gross
Profit
|
|
|
% of
total
Gross
Profit
|
|
|
Margin
|
|
Corn Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normal inventory
|
|
$
|
208,900
|
|
|
|
-3.9
|
%
|
|
|
4.3
|
%
|
|
$
|
4,777,809
|
|
|
|
54.3
|
%
|
|
|
13.5
|
%
|
Damaged corn
|
|
|
(5,907,766
|
)
|
|
|
111.3
|
%
|
|
|
-172.7
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Subtotal
|
|
|
(5,698,866
|
)
|
|
|
107.3
|
%
|
|
|
-68.4
|
%
|
|
|
4,777,809
|
|
|
|
54.3
|
%
|
|
|
13.5
|
%
|
Grain Division
|
|
|
590,091
|
|
|
|
-11.1
|
%
|
|
|
8.9
|
%
|
|
|
2,598,325
|
|
|
|
29.5
|
%
|
|
|
21.0
|
%
|
Bulk Trading Division
|
|
|
(200,045
|
)
|
|
|
3.8
|
%
|
|
|
-33.9
|
%
|
|
|
1,428,040
|
|
|
|
16.2
|
%
|
|
|
4.9
|
%
|
Total
|
|
$
|
(5,308,820
|
)
|
|
|
100.0
|
%
|
|
|
-34.1
|
%
|
|
$
|
8,804,174
|
|
|
|
100.0
|
%
|
|
|
11.4
|
%
|
Gross loss for the three months ended March
31, 2014 was $5.3 million, a decrease of $14.1 million, or 160.2%, as compared to gross profit of $8.8 million for the three months
ended March 31, 2013. The decrease was a combined result of a decrease in gross profits of $10.5 million in the Corn Division,
a decrease of $2.0 million in the Grain Division and a decrease of $1.6 million in the Bulk Trading Division. Our gross margin
decreased from 11.4% for the three months ended March 31, 2013 to (34.1%) for the three months ended March 31, 2014. The decrease
in gross margin was mainly attributable to the gross loss resulting from the sales of mildewed corn inventory to third parties
at prices lower than the cost for the three months ended March 31, 2014.
Gross loss in the Corn Division was $5.7
million for the three months ended March 31, 2014, while gross profit in the Corn Division was $4.8 million for the three months
ended March 31, 2013. Gross margin for our Corn Division was (68.4%) for the three months ended March 31, 2014, compared with 13.5%
for the three months ended March 31, 2013. The Company incurred gross loss of $5.9 million from the sales of the mildewed corn
inventory to third parties at prices lower than the cost for the three months ended March 31, 2014. Taking out the impact of disposal
of mildewed corn, gross profit and gross margin from the sales of normal corn was $0.2 million and 4.3%, respectively. Gross margin
from the sales of normal corn decreased 938 basis points, which was primarily due to the weak demand from corn downstream industries.
Gross profit in the Grain Division was $0.6
million for the three months ended March 31, 2014, a decrease of $2.0 million or 77.0%, compared to $2.6 million for the three
months ended March 31, 2013. The decrease in gross profit in the Grain Division was mainly due the reduction of retail sales and
the decline of gross margin. Gross margin for the Grain Division was 9.1% for the three months ended March 31, 2014, which decreased
by 1190 basis points from 21.0% for the three months ended March 31, 2013. This decrease in gross margin was primarily due to the
increasing cost of raw materials in addition to the reduction in grain retail sales with higher gross margin.
Gross loss in the Bulk Trading Division was $0.2 million, a
decrease of $1.6 million or 114.3%, compared to gross profit of $1.4 million for the three months ended March 31, 2013. The decrease
in gross profit was due to the decrease of sales volume and gross margin. Gross margin for the Bulk Trading Division was negative
33.9% for the three months ended March 31, 2014, compared to 4.9% for the three months ended March 31, 2013. This decrease was
mainly attributable to the market fluctuation in the first quarter of 2014.
Selling Expenses
Selling expenses included expenses of freight,
warehousing, handling, distribution, advertising, farmer subsidies, payroll and other expenses. Selling expenses for the three
months ended March 31, 2014 were $1.1 million, decreased for $2.1 million, or 65.7% from the $3.2 million for the three months
ended March 31, 2013. The decrease was mainly attributable to the decline of freight costs caused by the reduction in sales volume.
General and Administrative Expenses
General and administrative expenses included
payroll, professional services, rental, travel, depreciation and amortization, bad debt allowance. General and administrative expenses
for the three months ended March 31, 2014 was $2.7 million, an increase of $0.8 million or 42.2% compared to the three months ended
March 31, 2013. This increase was primarily due to the increase of allowance for bad debts of account receivables.
Interest Expense
Interest expense for the three months ended
March 31, 2014 was $195,653 compared to $175,704 for the three months ended March 31, 2013, an increase of $19,949, or 11.4%. This
increase was mainly due to the fluctuation of the balances on loans and their interest rates.
Provision for Income Taxes
Under the Enterprise Income Tax (“EIT”)
Law of the PRC, the standard EIT rate is 25%. Our PRC subsidiaries are subject to PRC income taxes on an entity basis on income
arising in or derived from the tax jurisdiction in which they operate. According to the Tax Pronouncement [2008] No. 149 issued
by the State Administration of Tax of the PRC, the preliminary processing industry of agricultural products is entitled to EIT
exemption starting January 1, 2008. Three of the Company’s wholly-owned subsidiaries located in Shanxi Province, namely
JinzhongDeyu, JinzhongYongcheng and JinzhongYuliang, are subject to the EIT exemption. All of our other subsidiaries are subject
to the 25% EIT rate.
Income tax expenses were $83,249 for the
three months ended March 31, 2014, a decrease of $257,184 or 75.5%, compared to $340,433 for the three months ended March 31, 2013.
Income tax expenses were mainly representing the current income tax expenses derived from Taizihu and Huichun, both of which were
subject to the 25% EIT rate. The decrease of the income tax expenses was mainly due to the decline of taxable income in Taizihu
and Huichun.
Net Income (Loss)
As a result of the above, we had net loss
available to common stockholders of $9.4 million for the three months ended March 31, 2014 compared to a net income of $3.1 million
for the three months ended March 31, 2013.
Liquidity and Capital Resources
The following summarizes the key components
of our cash flows for the three months ended March 31, 2014 and 2013:
|
|
For the Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
591,164
|
|
|
$
|
9,105,009
|
|
Net cash used in investing activities
|
|
|
-
|
|
|
|
(54,586
|
)
|
Net cash provided by (used in) financing activities
|
|
|
55,715
|
|
|
|
(4,999,202
|
)
|
Effect of exchange rate change on cash and cash equivalents
|
|
|
(37,483
|
)
|
|
|
7,961
|
|
Net (decrease) increase in cash and cash equivalents
|
|
$
|
609,396
|
|
|
$
|
4,059,182
|
|
Net cash provided by operating activities
totaled approximately $0.6 million for the three months ended March 31, 2014 and $9.1 million for the three months ended March
31, 2013, a decrease of $8.5 million. This decrease was primarily attributable to the decrease in net income. We incurred $9.4
million of net loss available to common stockholders for the three months ended March 31, 2014, while we earned $3.1 million of
net income available to common stockholders for the three months ended March 31, 2013. We reduced $8.5 million of working capital
for the three months ended March 31, 2014, compared to a $5.3 million reduction of working capital for the three months ended March
31, 2013.
Net cash used in investing activities for
the three months ended March 31, 2014 and 2013 was $0 and $0.01million, respectively. There was no material net cash used in investing
activities for the three months ended March 31, 2014 and 2013.
Net cash provided in financing activities
for the three months ended March 31, 2014 was $0.01 and net cash used in financing activities for the three months ended March
31, 2013 was $5.0 million. There was no material net cash used in financing activities for the three months ended March 31, 2014,
and the cash used in financing activities for the three months ended March 31, 2013 was for the repayment of the loans from related
parties.
We believe that our current levels of cash,
cash flows from operations, and bank, related party and unrelated party borrowings will be sufficient to meet our anticipated cash
needs for at least the next 12 months. However, we may need additional cash resources in the future if we experience changed business
conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities
for investment, acquisition, strategic cooperation or other similar actions. If we ever determine that our cash requirements exceed
our amounts of cash and cash equivalents on hand, we may seek to issue debt or equity securities or obtain a credit facility. Any
future issuance of equity securities could cause dilution to our shareholders. Any incurrence of indebtedness could increase our
debt service obligations and cause us to be subject to restrictive operating and financial covenants. It is possible that, when
we need additional cash resources, financing will only be available to us in amounts or on terms that would not be acceptable to
us, if at all.
Contractual Obligations
The following table presents the Company’s
material contractual obligations as of March 31, 2014:
Contractual
Obligations
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Loans
|
|
$
|
7,269,481
|
|
|
$
|
7,269,481
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating Lease Obligations
|
|
|
2,146,344
|
|
|
|
310,528
|
|
|
|
349,720
|
|
|
|
338,460
|
|
|
|
1,147,636
|
|
|
|
$
|
9,415,825
|
|
|
$
|
7,580,009
|
|
|
$
|
349,720
|
|
|
$
|
338,460
|
|
|
$
|
1,147,636
|
|
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements,
financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.
Critical Accounting Policies and Estimates
This discussion and analysis of financial
condition and results of operations has been prepared by management based on our consolidated financial statements, which have
been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, management evaluates our critical accounting policies and estimates, including those
related to revenue recognition, valuation of accounts receivable, inventory, property and equipment, long-lived assets, intangible
assets, derivative liabilities and contingencies. Estimates are based on historical experience and on various assumptions believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. These judgments and estimates affect the reported amounts
of assets and liabilities and the reported amounts of revenue and expenses during the reporting periods. We consider the following
accounting policies important in understanding our operating results and financial condition:
Basis of presentation
The unaudited consolidated financial statements
include the financial statements of Deyu Agriculture Corp. and its subsidiaries. All significant intercompany account balances
and transactions have been eliminated in consolidation. Results of operations of companies purchased are included from the dates
of acquisition.
These accompanying consolidated financial
statements have been prepared in accordance with US GAAP. The Company’s functional currency is the Chinese Yuan, or Renminbi
(“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States
Dollars (“USD”).
On April 27, 2010, as a result of the consummation
of the Share Exchange, we changed our fiscal year end from May 31 to December 31 to conform to the fiscal year end of City Zone.
Use of estimates
The preparation of the consolidated financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management makes its estimates based on historical experience and
various other assumptions and information that are available and believed to be reasonable at the time the estimates are made.
Therefore, actual results could differ from those estimates under different assumptions and conditions.
Cash and cash equivalents
Cash and cash equivalents consist of cash
on hand, cash in banks and all highly liquid investments with original maturities of three months or less.
As of March 31, 2014, the balance of restricted
cash of $16,086 represents a pledge for a bank loan of $14,478 (RMB90,000) obtained from Bank of Communications Gongzhufen Sub-branch
obtained on December 15, 2013.
Accounts receivable
Accounts receivable are recorded at net
realizable value consisting of the carrying amount less allowance for doubtful accounts, as needed. We assess the collectability
of accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as
well as the customer’s payment history. Management reviews the composition of accounts receivable and analyzes historical
bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns
to evaluate the adequacy of these reserves. While management uses the best information available upon which to base estimates,
future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used for
the purposes of analysis. The balance of allowance for doubtful accounts as of March 31, 2014 and December 31, 2013 were $1,769,803
and $984,717 respectively.
Inventories
The Company's inventories are stated at
lower of cost or market. Cost is determined on a moving-average basis. Costs of inventories include purchase and related costs
incurred in delivering products to their present location and condition. Market value is determined by reference to selling prices
after the balance sheet date or to management’s estimates based on prevailing market conditions. Management periodically
evaluates the composition of its inventories at least quarterly to identify slow-moving and obsolete inventories to determine if
a valuation allowance is required. The balance of reserve for inventory valuation as of March 31, 2014 and December 31, 2013 were
$140,315 and $4,603,929, respectively.
Property, plant, and equipment
Property, plant, and equipment are stated
at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; in addition,
renewals and betterments are capitalized. When property, plant, and equipment are retired or otherwise disposed of, the related
cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
Depreciation is computed using the straight-line
method over the estimated useful lives of the assets as follows:
|
|
Useful
Life
(in years)
|
|
Automobiles
|
|
|
5
|
|
Buildings
|
|
|
10-30
|
|
Office equipment
|
|
|
5
|
|
Machinery and equipment
|
|
|
5-10
|
|
Furniture & fixtures
|
|
|
5
|
|
Construction-in-progress
Construction-in-progress consists of amounts
expended for the construction of a new factory park, and the cost of the portion of the land use right that the new factory park
occupied. Construction-in-progress is not depreciated until such time as the assets are completed and put into service. Once factory
park construction is completed, the cost accumulated in construction-in-progress will be transferred to property, plant, and equipment.
Long-lived assets
The Company applies the provisions of FASB
ASC Topic 360 (ASC 360), "Property, Plant, and Equipment" which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held
and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by
those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar
manner, except that fair market values are reduced for the cost of disposal. As of March 31, 2014 and December 31, 2013, the balance
of impairment of construction-in-progress was $720,732 and $740,102, respectively.
Intangible assets
For intangible assets subject to amortization,
an impairment loss is recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The
carrying amount of the intangible asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected
to result from the use of the assets. For the three months ended March 31, 2014, there was no impairment loss of intangible assets.
As of March 31, 2014 and December 31, 2013, the balance of impairment of intangible assets was $6,500,368 and $6,675,073, respectively.
Fair value measurements
FASB ASC 820, “Fair Value Measurements”
(formerly SFAS No. 157) defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair
value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that
an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize
the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and
related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that
observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use
in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs
into three broad levels based on the reliability of the inputs as follows:
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Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.
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Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.
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This guidance applies to other accounting
pronouncements that require or permit fair value measurements. On February 12, 2008, the FASB finalized FASB Staff Position (FSP)
No. 157-2, Effective Date of FASB Statement No. 157 (ASC 820). This Staff Position delays the effective date of SFAS No. 157 (ASC
820) for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008 and interim periods within those
fiscal years, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The adoption of SFAS No. 157 (ASC 820) had no effect on the Company's financial position or results
of operations for the three months ended March 31, 2014.
We also analyze all financial instruments
with features of both liabilities and equity under ASC 480-10 (formerly SFAS 150, “Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity”) and ASC 815-40 (formerly EITF 00-19, “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”). We have determined ASC 480-10
(formerly SFAS 150) and ASC 815-40 (formerly EITF 00-19) had no material effect on our financial position or results of operations
for the three months ended March 31, 2014.
Revenue recognition
The Company’s revenue recognition
policies are in compliance with the SEC Staff Accounting Bulletin No. 104 (“SAB 104”). The Company recognizes product
revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred,
(iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably
assured. The Company recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or
contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any customer
acceptance requirements, when applicable, are used to verify product delivery or that services have been rendered. The Company
assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the
sales price is subject to refund or adjustment.
The Company’s revenue is recognized
net of value-added tax (VAT), reductions to revenue for estimated product returns, and sales discounts based on volume achieved
in the same period that the related revenue is recorded. The estimates are based on historical sales returns, analysis of credit
memo data and other factors known at the time. The sales discounts for the three months ended March 31, 2014 and 2013 were not
material.
We offer a right of exchange on our grain
products sold through our relationships with grocery store networks. The consumer who purchases the product may exchange it for
the same kind and quantity of product originally purchased. In accordance with FASB ASC 605-15-25-1 and 605-15-15-2, these are
not considered returns for revenue recognition purposes. The returns of our products for the three months ended March 31, 2014
and 2013 were not material.
Advertising costs
The Company expenses the cost of advertising
as incurred or, as appropriate, the first time the advertising takes place. Advertising costs for the three months ended March
31, 2014 and 2013 were $30,185 and $56,044 respectively.
Research and development
The Company expenses its research and development
costs as incurred. Research and development expenses for the three months ended March 31, 2014 and 2013 were not material.
Stock-based compensation
In December 2004, the Financial Accounting
Standard Board, or the FASB, issued the Statement of Financial Accounting Standards, or SFAS, No. 123(R), “Share-Based Payment”,
which replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) is now included in the FASB’s ASC Topic 718,
“Compensation – Stock Compensation.” Under SFAS No. 123(R), companies are required to measure the compensation
costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements
over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements
include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share
purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB 107, which expresses views of the staff
regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding
the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS No. 123(R). Companies
may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial
statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under
SFAS No. 123.
The Company has fully adopted the provisions
of FASB ASC 718 and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant
as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods
of the option grant.
Income taxes
The Company accounts for income taxes in
accordance with FASB ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method
of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax
liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized
as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with
a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50%
likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit
is recorded. The adoption had no material effect on the Company’s consolidated financial statements for the three months
ended March 31, 2014.
Foreign currency translation and comprehensive income
U.S. GAAP requires that recognized revenue,
expenses, gains, and losses be included in net income. Certain statements, however, require entities to report specific changes
in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section
of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the
Company is RMB. The unit of RMB is in Yuan. Translation gains are classified as an item of other comprehensive income in the stockholders’
equity section of the consolidated balance sheet.
Statement of cash flows
In accordance with FASB ASC Topic 230, “Statement
of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result,
amounts related to assets and liabilities reported on the consolidated statement of cash flows will not necessarily agree with
changes in the corresponding balances on the consolidated balance sheets.
Recent pronouncements
No latest amended accounting guidance had
material impact on our consolidated financial position or results of operations for the three months ended March 31, 2014.
Jumpstart Our Business Startups Act
of 2012 (the “JOBS Act”)
The JOBS Act permits
an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised
accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result,
we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended
transition period under the JOBS Act is irrevocable.