Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - Feihe International Inc | v241211_8ka.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On August 1, 2011, Feihe International, Inc. (the “Company”) entered into an equity purchase agreement (as amended, the “Agreement”) with Haerbin City Ruixinda Investment Company Ltd. (the “Purchaser”). Pursuant to the Agreement, the Company and Jinyan Ma (the noncontrolling interest holder) agreed to sell to the Purchaser all of the equity interests of two of the Company’s subsidiaries, Heilongjiang Feihe Kedong Feedlots Co., Limited and Heilongjiang Feihe Gannan Feedlots Co., Limited (together, the “Dairy Farms”) for an aggregate purchase price of RMB849 million (approximately $133.1 million), including RMB114.5 million (approximately $18.0 million) in cash and RMB734.5 million (approximately $115.1 million) in deferred payment. The Company has the right to call for raw milk at RMB122.4 million (approximately $19.2 million) each quarter in the 18 months after September 30, 2011 to settle the deferred payment. If the value of the raw milk provided by the Dairy Farms each quarter is less than RMB122.4 million, the shortfall of the amount will be settled in cash. In September 2011, the Company received a cash payment of RMB111 million (approximately $17.4 million) and recorded it as deposits received from Purchaser of Dairy Farms on the Company’s condensed consolidated balance sheets. The Company had the right to appoint a controlling director for each of the Dairy Farms, but such right was removed on October 31, 2011, which has therefore been considered as the disposal date for accounting purposes. As of September 30, 2011, operations of the Dairy Farms to be disposed were reported as discontinued operations.
The following unaudited pro forma condensed consolidated balance sheets as of September 30, 2011 reflect the disposition of the Dairy Farms (the “Disposition”), giving effect to the Disposition as if the disposal date were September 30, 2011. The following unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2010 and 2011 give effect to the Disposition as if the disposal date were January 1, 2008.
The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the Disposition, (ii) factually supportable, and (iii) with respect to the historical statements of operations information, expected to have a continuing impact on the Company. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date hereof. The unaudited pro forma condensed consolidated financial information includes no assumptions regarding the use of the cash consideration, which is presented as cash and cash equivalents, or regarding the receipt or form of the deferred payment from the Purchaser, which is presented as a receivable, on the unaudited pro forma condensed consolidated balance sheets. Accordingly, the actual effect of the Disposition, due to this and other factors, including, but not limited to changes in balances of assets and liabilities and final adjustments, could differ significantly from the pro forma adjustments presented herein.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company filed on Form 10-K/A for the fiscal year ended December 31, 2010 filed on April 8, 2011, as amended (the “Form 10-K/A”), and on Form 10-Q for the fiscal quarter ended September 30, 2011 (the “Form 10-Q”) filed on November 14, 2011. The unaudited pro forma condensed consolidated financial information is for informational purposes only and should not be considered indicative of the operating results or financial position that would have occurred if the disposal date for the Disposition had been the dates assumed or that may occur as of any future date or for any future period.
1
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2011
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments for
the Disposition
|
Pro Forma
|
||||||||||
Assets
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
14,097,432 | - | 14,097,432 | |||||||||
Restricted cash
|
552,491 | - | 552,491 | |||||||||
Notes and loans receivable, net of allowance for doubtful accounts of $3,350,056 and $3,500,028, as of September 30, 2011 and December 31, 2010, respectively
|
1,568 | - | 1,568 | |||||||||
Trade receivables, net of allowance for doubtful accounts of $1,056,010 and $1,084,308, as of September 30, 2011 and December 31, 2010, respectively
|
21,247,598 | - | 21,247,598 | |||||||||
Due from related parties
|
3,784,580 | - | 3,784,580 | |||||||||
Advances to suppliers
|
6,666,086 | - | 6,666,086 | |||||||||
Inventories, net
|
49,251,875 | - | 49,251,875 | |||||||||
Prepayments and other current assets
|
28,050 | - | 28,050 | |||||||||
Income taxes receivable
|
1,452,197 | - | 1,452,197 | |||||||||
Recoverable value-added taxes
|
1,492,127 | - | 1,492,127 | |||||||||
Other receivables
|
20,535,609 | - | 20,535,609 | |||||||||
Investment in mutual funds – available-for-sale
|
123,676 | - | 123,676 | |||||||||
Interest receivables
|
739,339 | - | 739,339 | |||||||||
Receivable from discontinued operations
|
- | 76,731,027 | (b) | 76,731,027 | ||||||||
Assets held for sale
|
180,383,105 | (178,092,632 | ) (c) | 2,290,473 | ||||||||
Total current assets
|
300,355,733 | (101,361,605 | ) | 198,994,128 | ||||||||
Investment:
|
||||||||||||
Investment at cost
|
282,219 | - | 282,219 | |||||||||
- | ||||||||||||
Property, plant and equipment:
|
||||||||||||
Property, plant and equipment, net
|
94,612,583 | - | 94,612,583 | |||||||||
Construction in progress
|
44,608,885 | - | 44,608,885 | |||||||||
139,221,468 | - | 139,221,468 | ||||||||||
Other assets:
|
||||||||||||
Advance to suppliers
|
7,822,502 | - | 7,822,502 | |||||||||
Long term deposit
|
23,939,053 | - | 23,939,053 | |||||||||
Interest receivables
|
313,768 | - | 313,768 | |||||||||
Deferred tax assets – non-current
|
5,522,990 | - | 5,522,990 | |||||||||
Prepaid leases for land use rights
|
18,163,265 | - | 18,163,265 | |||||||||
Receivable from discontinued operations
|
- | 38,387,464 | (b) | 38,387,464 | ||||||||
Total assets
|
495,620,998 | (62,974,141 | ) | 432,646,857 | ||||||||
Liabilities
|
||||||||||||
Current liabilities:
|
||||||||||||
Notes payable
|
1,569,458 | - | 1,569,458 | |||||||||
Short term bank loans
|
63,930,699 | - | 63,930,699 | |||||||||
Accounts payable
|
35,610,727 | - | 35,610,727 | |||||||||
Accrued expenses
|
4,691,719 | - | 4,691,719 | |||||||||
Income tax payable
|
510,402 | - | 510,402 | |||||||||
Advances from customers
|
10,916,305 | - | 10,916,305 | |||||||||
Deposits received for disposal of Dairy Farms
|
17,403,575 | (17,403,575 | ) (d) | - | ||||||||
Due to related parties
|
122,637 | - | 122,637 | |||||||||
Advances from employees
|
427,676 | - | 427,676 | |||||||||
Employee benefits and salary payable
|
7,243,307 | - | 7,243,307 | |||||||||
Other payables
|
32,626,885 | - | 32,626,885 | |||||||||
Current portion of long term bank loans
|
5,865,598 | - | 5,865,598 | |||||||||
Current portion of capital lease obligation
|
125,872 | - | 125,872 | |||||||||
Accrued interest
|
492,531 | - | 492,531 | |||||||||
Redeemable common stock ($0.001 par value, 1,968,750 shares issued and outstanding as of September 30, 2011)
|
48,952,255 | - | 48,952,255 | |||||||||
Liabilities held for sale
|
44,974,768 | (44,974,768 | ) (c) | - | ||||||||
Total current liabilities
|
275,464,414 | (62,378,343 | ) | 213,086,071 | ||||||||
Long term bank loans, net of current portion
|
8,798,872 | - | 8,798,872 | |||||||||
Capital lease obligation, net of current portion
|
573,968 | - | 573,968 | |||||||||
Other long term loan
|
15,701,533 | - | 15,701,533 | |||||||||
Accrued interest
|
205,936 | - | 205,936 | |||||||||
Unrecognized tax benefits – non-current
|
5,181,232 | - | 5,181,232 | |||||||||
Deferred income
|
5,081,127 | - | 5,081,127 | |||||||||
Total liabilities
|
311,007,082 | (62,378,343 | ) | 248,628,739 | ||||||||
Commitments and contingencies
|
||||||||||||
Equity
|
||||||||||||
Feihe International, Inc. shareholders’ equity:
|
||||||||||||
Common stock ($0.001 par value, 50,000,000 shares authorized; 19,706,291 and 19,671,291 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively)
|
19,706 | - | 19,706 | |||||||||
Additional paid-in capital
|
59,104,803 | - | 59,104,803 | |||||||||
Common stock warrants
|
1,774,151 | - | 1,774,151 | |||||||||
Statutory reserves
|
9,132,581 | - | 9,132,581 | |||||||||
Accumulated other comprehensive income
|
41,805,263 | - | 41,805,263 | |||||||||
Retained earnings
|
72,100,345 | - | 72,100,345 | |||||||||
Total Feihe International, Inc. shareholders’ equity
|
183,936,849 | - | 183,936,849 | |||||||||
Noncontrolling interests
|
677,067 | (595,798 | ) (e) | 81,269 | ||||||||
Total equity
|
184,613,916 | (595,798 | ) | 184,018,118 | ||||||||
Total liabilities and equity
|
495,620,998 | (62,974,141 | ) | 432,646,857 |
(a)
|
Derived from the unaudited consolidated balance sheets of the Company as of September 30, 2011 included in the Form 10-Q filed on November 14, 2011.
|
(b)
|
Represents the deferred payment from the Purchaser as of September 30, 2011.
|
(c)
|
Due to the Disposition, the adjustments reflect the Company’s elimination of the Dairy Farms held for sale balance sheet amounts as of September 30, 2011.
|
(d)
|
Represents the initial cash payment received from the Purchaser as of September 30, 2011.
|
(e)
|
Represents the balance of noncontrolling interests of the Dairy Farms as of September 30, 2011.
|
2
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments for
the Disposition
|
Pro Forma
|
||||||||||
Sales
|
205,920,601 | - | 205,920,601 | |||||||||
Cost of goods sold
|
(124,487,794 | ) | - | (124,487,794 | ) | |||||||
Gross profit
|
81,432,807 | - | 81,432,807 | |||||||||
Operating expenses:
|
||||||||||||
Sales and marketing expenses
|
(54,013,376 | ) | - | (54,013,376 | ) | |||||||
General and administrative expenses
|
(16,364,327 | ) | - | (16,364,327 | ) | |||||||
Impairment of goodwill
|
(555,387 | ) | - | (555,387 | ) | |||||||
Impairment of other intangible assets
|
(457,023 | ) | - | (457,023 | ) | |||||||
Total operating expenses
|
(71,390,113 | ) | - | (71,390,113 | ) | |||||||
Other operating income, net
|
3,367,465 | - | 3,367,465 | |||||||||
Operating income
|
13,410,159 | - | 13,410,159 | |||||||||
Other income (expenses):
|
||||||||||||
Interest income
|
65,486 | - | 65,486 | |||||||||
Interest and finance costs
|
(3,123,153 | ) | - | (3,123,153 | ) | |||||||
Government subsidy
|
7,391,066 | - | 7,391,066 | |||||||||
Income before income taxes and discontinued operations
|
17,743,558 | - | 17,743,558 | |||||||||
Income tax expenses
|
(5,178,588 | ) | - | (5,178,588 | ) | |||||||
Income from continuing operations
|
12,564,970 | - | 12,564,970 | |||||||||
Loss from discontinued operations
|
(1,629,948 | ) | (517,257 | ) (b) | (2,147,205 | ) | ||||||
Net income
|
10,935,022 | (517,257 | ) | 10,417,765 | ||||||||
Net income attributable to noncontrolling interests
|
(599,442 | ) | 517,257 | (b) | (82,185 | ) | ||||||
Net income attributable to common shareholders of Feihe International, Inc.
|
10,335,580 | - | 10,335,580 | |||||||||
Income from continuing operations per share of common stock (c)
|
||||||||||||
Basic
|
0.60 | 0.63 | ||||||||||
Diluted
|
0.60 | 0.63 | ||||||||||
Income from continuing operations per share of redeemable common stock (c)
|
||||||||||||
Basic
|
0.55 | 0.58 | ||||||||||
Diluted
|
0.55 | 0.58 | ||||||||||
Loss from discontinued operations per share of common stock (c)
|
||||||||||||
Basic
|
(0.07 | ) | (0.10 | ) | ||||||||
Diluted
|
(0.07 | ) | (0.10 | ) | ||||||||
Loss from discontinued operations per share of redeemable common stock (c)
|
||||||||||||
Basic
|
(0.07 | ) | (0.10 | ) | ||||||||
Diluted
|
(0.07 | ) | (0.10 | ) | ||||||||
Net income per share of common stock (c)
|
||||||||||||
Basic
|
0.53 | 0.53 | ||||||||||
Diluted
|
0.53 | 0.53 | ||||||||||
Net income per share of redeemable common stock (c)
|
||||||||||||
Basic
|
0.48 | 0.48 | ||||||||||
Diluted
|
0.48 | 0.48 | ||||||||||
Weighted average shares used in calculating net income (loss) per share of common stock
|
||||||||||||
Basic
|
19,678,983 | 19,678,983 | ||||||||||
Diluted
|
19,688,903 | 19,688,903 | ||||||||||
Weighted average shares used in calculating net income (loss) per share of redeemable common stock
|
||||||||||||
Basic
|
2,252,404 | 2,252,404 | ||||||||||
Diluted
|
2,252,404 | 2,252,404 |
(a)
|
Derived from the unaudited consolidated statements of operations of the Company for the nine months ended September 30, 2011 included in the Form 10-Q filed on November 14, 2011.
|
(b)
|
Represents the amount of noncontrolling interests of the Dairy Farms for the nine months ended September 30, 2011.
|
(c)
|
Computed in accordance with the Company’s earnings per share calculation methodology, as set forth in Note 4 to the Condensed Consolidated Financial Statements (unaudited) included in the Form 10-Q, after giving effect to pro forma adjustments herein.
|
3
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2010
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments for
the Disposition
|
Pro Forma
|
||||||||||
Sales
|
195,374,187 | - | 195,374,187 | |||||||||
Cost of goods sold
|
(113,925,440 | ) | - | (113,925,440 | ) | |||||||
Gross profit
|
81,448,747 | 81,448,747 | ||||||||||
Operating expenses:
|
||||||||||||
Sales and marketing expenses
|
(76,458,274 | ) | - | (76,458,274 | ) | |||||||
General and administrative expenses
|
(17,676,171 | ) | - | (17,676,171 | ) | |||||||
Total operating expenses
|
(94,134,445 | ) | - | (94,134,445 | ) | |||||||
Other operating income, net
|
341,861 | - | 341,861 | |||||||||
Operating loss
|
(12,343,837 | ) | - | (12,343,837 | ) | |||||||
Other income (expenses):
|
||||||||||||
Interest income
|
264,359 | - | 264,359 | |||||||||
Interest and finance costs
|
(1,479,079 | ) | - | (1,479,079 | ) | |||||||
Amortization of deferred charges
|
(377,095 | ) | - | (377,095 | ) | |||||||
Government subsidy
|
9,168,747 | - | 9,168,747 | |||||||||
Loss before income taxes
|
(4,766,905 | ) | - | (4,766,905 | ) | |||||||
Income tax expenses
|
(732,143 | ) | - | (732,143 | ) | |||||||
Loss from continuing operations
|
(5,499,048 | ) | - | (5,499,048 | ) | |||||||
Loss from discontinued operations
|
(6,104,477 | ) | 293,404 | (b) | (5,811,073 | ) | ||||||
Net loss
|
(11,603,525 | ) | 293,404 | (11,310,121 | ) | |||||||
Net loss (income) attributable to noncontrolling interests
|
139,793 | (293,404 | ) (b) | (153,611 | ) | |||||||
Net loss attributable to common shareholders of Feihe International, Inc.
|
(11,463,732 | ) | - | (11,463,732 | ) | |||||||
Loss from continuing operations per share of common stock (c)
|
||||||||||||
Basic
|
(0.24 | ) | (0.25 | ) | ||||||||
Diluted
|
(0.24 | ) | (0.25 | ) | ||||||||
Loss from continuing operations per share of redeemable common stock (c)
|
||||||||||||
Basic
|
(0.24 | ) | (0.25 | ) | ||||||||
Diluted
|
(0.24 | ) | (0.25 | ) | ||||||||
Loss from discontinued operations per share of common stock (c)
|
||||||||||||
Basic
|
(0.27 | ) | (0.26 | ) | ||||||||
Diluted
|
(0.27 | ) | (0.26 | ) | ||||||||
Loss from discontinued operations per share of redeemable common stock (c)
|
||||||||||||
Basic
|
(0.27 | ) | (0.26 | ) | ||||||||
Diluted
|
(0.27 | ) | (0.26 | ) | ||||||||
Net loss per share of common stock (c)
|
||||||||||||
Basic
|
(0.51 | ) | (0.51 | ) | ||||||||
Diluted
|
(0.51 | ) | (0.51 | ) | ||||||||
Net loss per share of redeemable common stock (c)
|
||||||||||||
Basic
|
(0.51 | ) | (0.51 | ) | ||||||||
Diluted
|
(0.51 | ) | (0.51 | ) | ||||||||
Weighted average shares used in calculating net (loss) per share of common stock
|
||||||||||||
Basic
|
19,639,943 | 19,639,943 | ||||||||||
Diluted
|
19,639,943 | 19,639,943 | ||||||||||
Weighted average shares used in calculating net (loss) per share of redeemable common stock
|
||||||||||||
Basic
|
2,625,000 | 2,625,000 | ||||||||||
Diluted
|
2,625,000 | 2,625,000 |
(a)
|
Derived from the unaudited consolidated statements of operations of the Company for the nine months ended September 30, 2010 included in the Form 10-Q filed on November 14, 2011.
|
(b)
|
Represents the amount of noncontrolling interests of the Dairy Farms for the nine months ended September 30, 2010.
|
(c)
|
Computed in accordance with the Company’s earnings per share calculation methodology, as set forth in Note 4 to the Condensed Consolidated Financial Statements (unaudited) included in the Form 10-Q, after giving effect to pro forma adjustments herein.
|
4
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments for
the Disposition
(b)
|
Pro Forma
|
||||||||||
Sales
|
257,099,648 | (485,320 | ) (c) | 256,614,328 | ||||||||
Cost of goods sold
|
(153,848,105 | ) | (3,477,313 | ) (c) | (157,325,418 | ) | ||||||
Gross profit
|
103,251,543 | (3,962,633 | ) | 99,288,910 | ||||||||
Operating expenses:
|
||||||||||||
Sales and marketing expenses
|
(99,475,595 | ) | 199,375 | (99,276,220 | ) | |||||||
General and administrative expenses
|
(23,380,145 | ) | 2,074,071 | (21,306,074 | ) | |||||||
Goodwill impairment expense
|
(1,437,005 | ) | - | (1,437,005 | ) | |||||||
Loss on disposal of biological assets
|
(10,240,865 | ) | 10,240,865 | - | ||||||||
Total operating expenses
|
(134,533,610 | ) | 12,514,311 | (122,019,299 | ) | |||||||
Other operating income, net
|
245,931 | (797,321 | ) | (551,390 | ) | |||||||
Operating loss
|
(31,036,136 | ) | 7,754,357 | (23,281,779 | ) | |||||||
Other income (expenses):
|
||||||||||||
Interest income
|
294,915 | (6,948 | ) | 287,967 | ||||||||
Interest and finance costs
|
(2,516,425 | ) | 505,143 | (2,011,282 | ) | |||||||
Amortization of deferred charges
|
(379,413 | ) | - | (379,413 | ) | |||||||
Government subsidy
|
23,462,082 | (1,752,683 | ) | 21,709,399 | ||||||||
Loss before income taxes
|
(10,174,977 | ) | 6,499,869 | (3,675,108 | ) | |||||||
Income tax benefits
|
279,722 | - | 279,722 | |||||||||
Loss from continuing operations
|
(9,895,255 | ) | 6,499,869 | (3,395,386 | ) | |||||||
Loss from discontinued operations
|
- | (6,165,918 | ) (d) | (6,165,918 | ) | |||||||
Net loss
|
(9,895,255 | ) | 333,951 | (9,561,304 | ) | |||||||
Net loss (income) attributable to noncontrolling interests
|
311,384 | (333,951 | ) (e) | (22,567 | ) | |||||||
Accretion of redemption premium on redeemable common stock
|
(1,086,622 | ) | (1,086,622 | ) | ||||||||
Net loss attributable to common shareholders of Feihe International, Inc.
|
(10,670,493 | ) | (10,670,493 | ) | ||||||||
Loss from continuing operations per share of common stock (f)
|
||||||||||||
Basic
|
(0.48 | ) | (0.20 | ) | ||||||||
Diluted
|
(0.48 | ) | (0.20 | ) | ||||||||
Loss from continuing operations per share of redeemable common stock (f)
|
||||||||||||
Basic
|
(0.07 | ) | 0.21 | |||||||||
Diluted
|
(0.07 | ) | 0.21 | |||||||||
Loss from discontinued operations per share of common stock (f)
|
||||||||||||
Basic
|
- | (0.28 | ) | |||||||||
Diluted
|
- | (0.28 | ) | |||||||||
Loss from discontinued operations per share of redeemable common stock (f)
|
||||||||||||
Basic
|
- | (0.28 | ) | |||||||||
Diluted
|
- | (0.28 | ) | |||||||||
Net loss per share of common stock (f)
|
||||||||||||
Basic
|
(0.48 | ) | (0.48 | ) | ||||||||
Diluted
|
(0.48 | ) | (0.48 | ) | ||||||||
Net loss per share of redeemable common stock (f)
|
||||||||||||
Basic
|
(0.07 | ) | (0.07 | ) | ||||||||
Diluted
|
(0.07 | ) | (0.07 | ) | ||||||||
Weighted average shares used in calculating net loss per share of common stock
|
||||||||||||
Basic
|
19,647,844 | 19,647,844 | ||||||||||
Diluted
|
19,647,844 | 19,647,844 | ||||||||||
Weighted average shares used in calculating net loss per share of redeemable common stock
|
||||||||||||
Basic
|
2,625,000 | 2,625,000 | ||||||||||
Diluted
|
2,625,000 | 2,625,000 |
(a)
|
Derived from the audited consolidated statements of operations the Company for the year ended December 31, 2010 included in the Form 10-K/A filed on April 8, 2011.
|
(b)
|
Due to the Disposition, the adjustments reflect the Company’s deconsolidation of the Dairy Farms for the year ended December 31, 2010.
|
(c)
|
Represents the amount of inter-company sales and cost of goods sold between the Company and the Dairy Farms, external sales and cost of goods sold from the Dairy Farms, and the Company's deconsolidation of the Dairy Farms for the year ended December 31, 2010.
|
(d)
|
Represents the amount of loss from the Dairy Farms for the year ended December 31, 2010, excluding loss attributable to the noncontrolling interests of the Dairy Farms.
|
(e)
|
Represents the amount of noncontrolling interests of the Dairy Farms for the year ended December 31, 2010.
|
(f)
|
Computed in accordance with the Company’s earnings per share calculation methodology, as set forth in Note 6 to the Consolidated Financial Statements included in the Form 10-K/A, after giving effect to pro forma adjustments herein.
|
5
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments for
the Disposition
(b)
|
Pro Forma
|
||||||||||
Sales
|
271,077,948 | 305,709 | (c) | 271,383,657 | ||||||||
Cost of goods sold
|
(140,426,711 | ) | (93,819 | ) (c) | (140,520,530 | ) | ||||||
Gross profit
|
130,651,237 | 211,890 | 130,863,127 | |||||||||
Operating expenses:
|
||||||||||||
Sales and marketing expenses
|
(105,109,120 | ) | 156,139 | (104,952,981 | ) | |||||||
General and administrative expenses
|
(20,478,875 | ) | 941,689 | (19,537,186 | ) | |||||||
Goodwill impairment expense
|
(929,526 | ) | - | (929,526 | ) | |||||||
Loss on disposal of biological assets
|
(1,739,714 | ) | 1,739,714 | - | ||||||||
Total operating expenses
|
(128,257,235 | ) | 2,837,542 | (125,419,693 | ) | |||||||
Other operating income, net
|
(25,553 | ) | (194,268 | ) | (219,821 | ) | ||||||
Operating income
|
2,368,449 | 2,855,164 | 5,223,613 | |||||||||
Other income (expenses):
|
||||||||||||
Interest income
|
306,691 | (11,876 | ) | 294,815 | ||||||||
Interest and finance costs
|
(6,139,152 | ) | 2,284 | (6,136,868 | ) | |||||||
Gain on derivatives
|
(124,110 | ) | - | (124,110 | ) | |||||||
Amortization of deferred charges
|
(2,162,000 | ) | - | (2,162,000 | ) | |||||||
Government subsidy
|
21,177,132 | - | 21,177,132 | |||||||||
Income before income taxes
|
15,427,010 | 2,845,572 | 18,272,582 | |||||||||
Income tax benefits
|
746,198 | - | 746,198 | |||||||||
Income from continuing operations
|
16,173,208 | 2,845,572 | 19,018,780 | |||||||||
Income from discontinued operations
|
3,289,908 | (2,727,302 | ) (d) | 562,606 | ||||||||
Net income
|
19,463,116 | 118,270 | 19,581,386 | |||||||||
Net loss attributable to noncontrolling interests
|
118,270 | (118,270 | ) (e) | - | ||||||||
Net income attributable to common shareholders of Feihe International, Inc.
|
19,581,386 | - | 19,581,386 | |||||||||
Income from continuing operations per share of common stock (f)
|
||||||||||||
Basic
|
0.86 | 1.00 | ||||||||||
Diluted
|
0.81 | 0.94 | ||||||||||
Income from continuing operations per share of redeemable common stock (f)
|
||||||||||||
Basic
|
0.86 | 1.00 | ||||||||||
Diluted
|
0.81 | 0.94 | ||||||||||
Income from discontinued operations per share of common stock (f)
|
||||||||||||
Basic
|
0.17 | 0.03 | ||||||||||
Diluted
|
0.16 | 0.03 | ||||||||||
Income from discontinued operations per share of redeemable common stock (f)
|
||||||||||||
Basic
|
0.17 | 0.03 | ||||||||||
Diluted
|
0.16 | 0.03 | ||||||||||
Net income per share of common stock (f)
|
||||||||||||
Basic
|
1.03 | 1.03 | ||||||||||
Diluted
|
0.97 | 0.97 | ||||||||||
Net income per share of redeemable common stock (f)
|
||||||||||||
Basic
|
1.03 | 1.03 | ||||||||||
Diluted
|
0.97 | 0.97 | ||||||||||
Weighted average shares used in calculating net income per share of common stock
|
||||||||||||
Basic
|
18,273,652 | 18,273,652 | ||||||||||
Diluted
|
19,449,913 | 19,449,913 | ||||||||||
Weighted average shares used in calculating net income per share of redeemable common stock
|
||||||||||||
Basic
|
730,685 | 730,685 | ||||||||||
Diluted
|
730,685 | 730,685 |
(a)
|
Derived from the audited consolidated statements of operations the Company for the year ended December 31, 2009 included in the Form 10-K/A filed on April 8, 2011.
|
(b)
|
Due to the Disposition, the adjustments reflect the Company’s deconsolidation of the Dairy Farms for the year ended December 31, 2009.
|
(c)
|
Represents the amount of inter-company sales and cost of goods sold between the Company and the Dairy Farms, external sales and cost of goods sold from the Dairy Farms, and the Company’s deconsolidation of the Dairy Farms for the year ended December 31, 2009.
|
(d)
|
Represents the amount of income from the Dairy Farms for the year ended December 31, 2009, excluding net loss attributable to the noncontrolling interests of the Dairy Farms.
|
(e)
|
Represents the amount of noncontrolling interests of the Dairy Farms for the year ended December 31, 2009.
|
(f)
|
Computed in accordance with the Company’s earnings per share calculation methodology, as set forth in Note 6 to the Consolidated Financial Statements included in the Form 10-K/A, after giving effect to pro forma adjustments herein.
|
6
FEIHE INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
(Amounts in US$, except share amounts)
Historical (a)
|
Adjustments
for the
Disposition (b)
|
Pro Forma
|
||||||||||
Sales
|
193,191,710 | - | 193,191,710 | |||||||||
Cost of goods sold
|
(117,180,986 | ) | 26,133 | (c) | (117,154,853 | ) | ||||||
Gross profit
|
76,010,724 | 26,133 | 76,036,857 | |||||||||
Operating expenses:
|
||||||||||||
Sales and marketing expenses
|
(50,685,803 | ) | - | (50,685,803 | ) | |||||||
General and administrative expenses
|
(19,046,940 | ) | 978,605 | (18,068,335 | ) | |||||||
Loss on disposal of biological assets
|
(286,727 | ) | 286,727 | - | ||||||||
Total operating expenses
|
(70,019,470 | ) | 1,265,332 | (68,754,138 | ) | |||||||
Other operating income, net
|
469,133 | (104,412 | ) | 364,721 | ||||||||
Operating income
|
6,460,387 | 1,187,053 | 7,647,440 | |||||||||
Other income (expenses):
|
||||||||||||
Interest income
|
579,724 | (5,242 | ) | 574,482 | ||||||||
Interest and finance costs
|
(18,843,032 | ) | 392 | (18,842,640 | ) | |||||||
Amortization of deferred charges
|
(657,258 | ) | - | (657,258 | ) | |||||||
Registration rights penalty
|
(2,389,077 | ) | - | (2,389,077 | ) | |||||||
Gain on extinguishment of debt
|
30,497,268 | - | 30,497,268 | |||||||||
Loss on derivatives
|
(8,321,481 | ) | - | (8,321,481 | ) | |||||||
Government subsidy
|
6,810,231 | - | 6,810,231 | |||||||||
Income before income taxes
|
14,136,762 | 1,182,203 | 15,318,965 | |||||||||
Income tax expenses
|
(3,567,135 | ) | 24,939 | (3,542,196 | ) | |||||||
Income from continuing operations
|
10,569,627 | 1,207,142 | 11,776,769 | |||||||||
Income from discontinued operations
|
6,462,878 | (1,148,032 | ) (d) | 5,314,846 | ||||||||
Net income
|
17,032,505 | 59,110 | 17,091,615 | |||||||||
Net income attributable to noncontrolling interests
|
(9,470 | ) | (59,110 | ) (e) | (68,580 | ) | ||||||
Net income attributable to common shareholders of Feihe International, Inc.
|
17,023,035 | - | 17,023,035 | |||||||||
Income from continuing operations per share of common stock (f)
|
||||||||||||
Basic
|
0.62 | 0.69 | ||||||||||
Diluted
|
0.60 | 0.67 | ||||||||||
Income from discontinued operations per share of common stock (f)
|
||||||||||||
Basic
|
0.38 | 0.31 | ||||||||||
Diluted
|
0.37 | 0.30 | ||||||||||
Net income per share of common stock (f)
|
||||||||||||
Basic
|
1.00 | 1.00 | ||||||||||
Diluted
|
0.97 | 0.97 | ||||||||||
Weighted average shares used in calculating net income per share of common stock
|
||||||||||||
Basic
|
16,993,390 | 16,993,390 | ||||||||||
Diluted
|
17,636,862 | 17,636,862 |
(a)
|
Derived from the audited consolidated statements of operations the Company for the year ended December 31, 2008 included in the Form 10-K/A filed on April 8, 2011.
|
(b)
|
Due to the Disposition, the adjustments reflect the Company’s deconsolidation of the Dairy Farms for the year ended December 31, 2008.
|
(c)
|
Represents the amount of inter-company sales and cost of goods sold between the Company and the Dairy Farms, external sales and cost of goods sold from the Dairy Farms, and the Company's deconsolidation of the Dairy Farms for the year ended December 31, 2008.
|
(d)
|
Represents the amount of income from the Dairy Farms for the year ended December 31, 2008, including income attributable to the noncontrolling interests of the Dairy Farms.
|
(e)
|
Represents the amount of noncontrolling interests of the Dairy Farms for the year ended December 31, 2008.
|
(f)
|
Computed in accordance with the Company’s earnings per share calculation methodology, as set forth in Note 6 to the Consolidated Financial Statements included in the Form 10-K/A, after giving effect to pro forma adjustments herein.
|
7