Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDMENT TO CURRENT REPORT - MARIZYME INC | v305574_8ka.htm |
| EX-99.1 - EXHIBIT 99.1 - MARIZYME INC | v305574_ex99-1.htm |
GBS ENTERPRISES INCORPORATED
Unaudited Pro Forma Consolidated Balance Sheet
As at December 31, 2010
| Adjusted GBSX | GROUP | Pro Forma | ||||||||||||||
| As at Dec 31, | As at Dec 31, | Adjustments | Pro Forma | |||||||||||||
| 2010 | 2010 | (note 2) | Consolidated | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Assets | ||||||||||||||||
| Current Assets | ||||||||||||||||
| Cash and cash equivalents | 14,586 | 1,870,811 | 1,885,397 | |||||||||||||
| Accounts receivable | - | 5,708,320 | 5,708,320 | |||||||||||||
| Inventories | 2 | - | 2 | |||||||||||||
| Prepaid expenses | - | 1,419,707 | 1,419,707 | |||||||||||||
| Other receivables | - | 1,981,887 | 1,981,887 | |||||||||||||
| 14,588 | 10,980,725 | - | 10,995,313 | |||||||||||||
| Property, plant and equipment | - | 296,812 | 296,812 | |||||||||||||
| Investment in related company, at equity | 6,694,000 | 1,369,454 | (6,694,000 | ) | 1,369,454 | |||||||||||
| Deferred tax assets | - | 1,136,134 | 1,136,134 | |||||||||||||
| Goodwill | - | 30,983,438 | 8,705,528 | 39,688,966 | ||||||||||||
| Software | 164,998 | 16,349,896 | 16,514,894 | |||||||||||||
| Other assets | - | 223,630 | 223,630 | |||||||||||||
| Total non-current assets | 6,858,998 | 50,359,364 | 2,011,528 | 59,229,890 | ||||||||||||
| Total assets | 6,873,586 | 61,340,089 | 2,011,528 | 70,225,203 | ||||||||||||
| Liabilities and shareholders' equity | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Notes payable | - | 1,440,295 | 1,440,295 | |||||||||||||
| Liabilities to banks | - | 50,324 | 50,324 | |||||||||||||
| Accounts payables and accrued liabilities | 8,150 | 1,891,405 | 1,899,555 | |||||||||||||
| Tax accruals | - | 112,350 | 112,350 | |||||||||||||
| Other accruals | - | 2,797,452 | 2,797,452 | |||||||||||||
| Other liabilities | - | 2,820,002 | 2,820,002 | |||||||||||||
| Deferred income | - | 6,208,458 | 6,208,458 | |||||||||||||
| Due to related parties | 759,807 | - | 759,807 | |||||||||||||
| 767,957 | 15,320,286 | 16,088,243 | ||||||||||||||
| Notes payable | - | - | - | |||||||||||||
| Liabilities to banks | - | 780,277 | 780,277 | |||||||||||||
| Deferred tax liabilities | - | 878,450 | 878,450 | |||||||||||||
| Retirement benefit obligation | - | 153,962 | 153,962 | |||||||||||||
| Other liabilities | - | 6,127,374 | 6,127,374 | |||||||||||||
| Total non-current liabilities | - | 7,940,063 | 7,940,063 | |||||||||||||
| Total liabilities | 767,957 | 23,260,349 | 24,028,306 | |||||||||||||
| Stockholders' equity | ||||||||||||||||
| Common stock | 16,500 | 33,788,171 | (33,788,171 | ) | 16,500 | |||||||||||
| Additional paid in capital | 6,490,723 | 4,378,197 | 16,352,835 | 27,221,755 | ||||||||||||
| Donated capital | 41,422 | - | (41,422 | ) | - | |||||||||||
| Retained earnings | (443,016 | ) | (53,508 | ) | 469,717 | (26,807 | ) | |||||||||
| Other comprehensive income | - | (27,224 | ) | 13,585 | (13,639 | ) | ||||||||||
| Noncontrolling interest in subsidiaries | - | (5,896 | ) | 19,004,984 | 18,999,088 | |||||||||||
| Total stockholders 'equity | 6,105,629 | 38,079,740 | 2,011,528 | 46,196,897 | ||||||||||||
| Total liabilities and stockholders' equity | 6,873,586 | 61,340,089 | 2,011,528 | 70,225,203 | ||||||||||||
GBS ENTERPRISES INCORPORATED
Unaudited Pro Forma Consolidated Statement of Operations
As at December 31, 2010
| GROUP | GBSX | Pro Forma | Consolidated | |||||||||||||
| December 31 | December 31 | Adjustments | December 31 | |||||||||||||
| 2010 | 2010 | (Note 2) | 2010 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenues | ||||||||||||||||
| Products | 12,848,954 | 4,308 | 12,853,262 | |||||||||||||
| Services | 14,858,272 | - | 14,858,272 | |||||||||||||
| Total Revenue | 27,707,226 | 4,308 | 27,711,534 | |||||||||||||
| Cost of goods sold | - | |||||||||||||||
| Products | 7,016,189 | - | 7,016,189 | |||||||||||||
| Services | 7,066,305 | - | 7,066,305 | |||||||||||||
| 14,082,494 | - | 14,082,494 | ||||||||||||||
| Gross profit | 13,624,732 | 4,308 | 13,629,040 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Selling expenses | 10,610,545 | (172 | ) | 10,610,373 | ||||||||||||
| Administrative expenses | 3,853,532 | 233,869 | 4,087,401 | |||||||||||||
| General expenses | 1,158,495 | - | 1,158,495 | |||||||||||||
| 15,622,572 | 233,697 | 15,856,269 | ||||||||||||||
| Operating income | (1,997,840 | ) | (229,389 | ) | (2,227,229 | ) | ||||||||||
| Other Income (expense) | ||||||||||||||||
| Other Income | 2,393,820 | 21,113 | 2,414,933 | |||||||||||||
| Interest income | 16,798 | - | 16,798 | |||||||||||||
| Interest expense | (471,282 | ) | - | (471,282 | ) | |||||||||||
| 1,939,336 | 21,113 | 1,960,449 | ||||||||||||||
| Income (loss) before income taxes | (58,504 | ) | (208,276 | ) | (266,780 | ) | ||||||||||
| Income tax expense | 3,283,091 | - | 3,283,091 | |||||||||||||
| Net income (loss) | (3,341,595 | ) | (208,276 | ) | (3,549,871 | ) | ||||||||||
| Net income (loss) attributable to noncontrolling interests | (9,188 | ) | - | (9,188 | ) | |||||||||||
| - | ||||||||||||||||
| Net income (loss) attributable to stockholders | (3,332,407 | ) | (208,276 | ) | (3,540,683 | ) | ||||||||||
| Other comprehensive income (loss) | (287,542 | ) | 9,196 | (278,346 | ) | |||||||||||
| Comprehensive income (loss) attributed to stockholders | (3,619,949 | ) | (199,080 | ) | (3,819,029 | ) | ||||||||||
GBS ENTERPRISES INCORPORATED
Notes to the Unaudited Consolidated Pro Forma Financial Statements
December 31, 2010
| 1. | Basis of Presentation |
On November 5, 2010, GBS Enterprises Incorporated (“GBSX”) entered into an agreement with GROUP Business Software AG, (“GROUP”) to acquire approximately 28.2% of the outstanding common shares of GROUP. GBSX exchanged 3,043,985 of its own shares for 7,115,500 shares of GROUP. The fair value of GROUP was calculated at $0.579 per share as determined by an independent valuation firm.
On January 6, 2011, GBSX acquired an additional aggregate of 5,525,735 common shares of GROUP in exchange for 2,361,426 shares of GBSX. The acquisition represents approximately 21.9% of the issued and outstanding shares of GROUP. The value of the additional purchase, as determined by an independent valuation firm was $2,796,000 based on a value of $0.506 per share.
The effect of this transaction is that the Company gained 50.1% controlling interest of GROUP with an aggregate of 12,641,235.
Although GBSX is the legal acquirer, the transaction has been accounted for as a recapitalization of GROUP in the form of a reverse merger, whereby GROUP becomes the accounting acquirer and is deemed to have retroactively adopted the capital structure of GBSX.
These unaudited pro forma consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. These pro forma financial statements do not contain all the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual financial statements of GBSX and GROUP.
These pro forma financial statements have been compiled from and included:
| (a) | an unaudited pro forma consolidated balance sheet combining the unaudited balance sheet of GBSX as at December 31, 2010 with the audited balance sheet of GROUP as at December 31, 2010, giving the effect as if the transaction occurred on January 1, 2010. |
| (b) | an unaudited pro forma consolidated statement of operations combing the unaudited statement of operations of GBSX for the 12 months ended December 31, 2010 with the audited statement of operations of GROUP for the 12 month period ended December 31, 2010. |
The financial statements of GBSX used to prepare the pro forma financial statements were prepared for the purpose of the pro forma statements and do not conform with the financial statements of the business included elsewhere in the business acquisition report.
The unaudited pro forma consolidated financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of GBSX for the 12 months ended March 31, 2010.
It is management’s opinion that these pro forma financial statements include all the adjustments necessary for the fair presentation in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with GBSX’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction. The pro forma statements of operations do not reflect non-recurring charges or credits directly attributable to the transaction, of which non are currently anticipated.
The unaudited pro forma consolidated financial statement are not intended to reflect the results of operations or the financial position of GBSX which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operation that may be obtained in the future.
| 2. | Pro Forma Assumptions and Adjustments |
The unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions:
| (a) | To eliminate the pre-acquisition retained earnings of GROUP under reverse acquisition and record a charge to retained earnings for the remaining net asset of GROUP. |
| (b) | GROUP has not provided for any income tax benefit related to operating losses due to the change in control, which would result in the loss of tax carry forwards. |
| (c) | There were no inter-company transactions and balances between GBSX and GROUP during the periods covered by the pro forma condensed combined financial statements. |
| (d) | Foreign exchange rate used to convert GROUPS assets and liabilities are based on the rate current rate as December 31, 2010. |
| (e) | Foreign exchange rate used to convert GROUP'S statement of operations are based on the average rate for the 12 months ended December 31, 2010. |