Attached files
Exhibit 99.5
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LEVIATHAN MINERALS GROUP INCORPORATED
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Unaudited Condensed Combining Proforma Balance Sheet
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June 30, 2011
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DE Acquisition 3, Inc.
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Top Yield
Holdings, Limited
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Proforma
Adjustments
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Consolidated
Proforma
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Assets
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Current assets
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Cash and cash equivalents
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$ | - | $ | 2,569,057 | $ | 4,464,259 | $ | 7,033,316 | ||||||||
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Accounts receivable
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- | 6,884,960 | - | 6,884,960 | ||||||||||||
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Inventories
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- | 6,973,854 | - | 6,973,854 | ||||||||||||
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Other current assets
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- | 1,608,111 | - | 1,608,111 | ||||||||||||
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Total current assets
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- | 18,035,982 | 4,464,259 | 22,500,241 | ||||||||||||
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Property, plant and equipment, net
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- | 3,819,820 | - | 3,819,820 | ||||||||||||
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Deferred tax
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- | 8,881 | - | 8,881 | ||||||||||||
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Intangible assets, net
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- | 7,890,252 | - | 7,890,252 | ||||||||||||
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Other non-current assets
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- | - | 552,240 | 552,240 | ||||||||||||
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Goodwill
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- | 2,490,652 | - | 2,490,652 | ||||||||||||
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Total Assets
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$ | - | $ | 32,245,587 | $ | 5,016,499 | $ | 37,262,086 | ||||||||
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Liabilities and Shareholders' Equity
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Accounts payable
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$ | - | $ | 1,078,271 | $ | - | $ | 1,078,271 | ||||||||
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Income taxes payable
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- | 141,090 | - | 141,090 | ||||||||||||
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Sales advance
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- | 3,587,123 | - | 3,587,123 | ||||||||||||
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Due to related parties
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- | 851,682 | - | 851,682 | ||||||||||||
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Other current liabilities
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- | 3,189,595 | - | 3,189,595 | ||||||||||||
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Total current liabilities
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- | 8,847,761 | - | 8,847,761 | ||||||||||||
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Other non-current liabilities
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- | 312,311 | - | 312,311 | ||||||||||||
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Subdordinated debt
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- | - | 4,275,198 | 4,275,198 | ||||||||||||
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Total liabilities
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- | 9,160,072 | 4,275,198 | 13,435,270 | ||||||||||||
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Commitments and contingencies
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Shareholders' Equity
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Common stock
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- | 100 | - | 100 | ||||||||||||
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Additional paid-in-capital
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15,158 | 12,835,200 | 741,301 | 13,591,659 | ||||||||||||
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Accumulated other comprehensive income
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- | 1,099,907 | - | 1,099,907 | ||||||||||||
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Retained earnings
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(15,158 | ) | 9,150,308 | - | 9,135,150 | |||||||||||
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Total Shareholders' Equity
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- | 23,085,515 | 741,301 | 23,826,816 | ||||||||||||
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Total Liabilities and Shareholders' Equity
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$ | - | $ | 32,245,587 | $ | 5,016,499 | $ | 37,262,086 | ||||||||
F-85
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LEVIATHAN MINERALS GROUP INCORPORATED
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Unaudited Condensed Combining Proforma Statement of Income
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For the Six Months Ended June 30, 2011
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DE Acquisition 3, Inc.
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Top Yield
Holdings, Limited
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Proforma
Adjustments
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Consolidated
Proforma
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Net sales
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$ | - | $ | 36,690,574 | $ | - | $ | 36,690,574 | ||||||||
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Cost of sales and expenses
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Cost of applicable to sales
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- | 30,714,523 | - | 30,714,523 | ||||||||||||
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Selling, general and administrative
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11,224 | 2,296,630 | - | 2,307,854 | ||||||||||||
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Income from operations
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(11,224 | ) | 3,679,421 | - | 3,668,197 | |||||||||||
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Other operating expenses
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Other expense, net
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- | 1,506 | (577,855 | ) | (576,349 | ) | ||||||||||
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Income before provision for income taxes
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(11,224 | ) | 3,680,927 | (577,855 | ) | 3,091,848 | ||||||||||
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Provision (benefit) for income taxes
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- | (184,496 | ) | - | (184,496 | ) | ||||||||||
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Net income (loss)
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(11,224 | ) | 3,865,423 | (577,855 | ) | 3,276,344 | ||||||||||
| Net income (loss) attributable to noncontrolling interest | - | (110,100 | ) | 110,100 | - | |||||||||||
| Net income (loss) attributable to Top Yield Shareholders | $ | 11,224 | $ | (3,975,525 | ) | $ | 687,957 | ) | $ | 3,276,344 | ||||||
| Net income (loss) per share: Basic and Diluted | $ | (1.12 | ) | $ | 39,755 | - | $ | 0.19 | ||||||||
| Weighted average shares outstanding: Basic and Diluted | 10,000 | 100 | - | 17,646,818 | ||||||||||||
F-86
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LEVIATHAN MINERALS GROUP INCORPORATED
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Unaudited Condensed Combining Proforma Statement of Income
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For the Year Ended December 31, 2010
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DE Acquisition 3, Inc.
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Top Yield
Holdings, Limited
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Proforma
Adjustments
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Consolidated
Proforma
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Net sales
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$ | - | $ | 26,494,102 | $ | - | $ | 26,494,102 | ||||||||
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Cost of sales and expenses
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Cost of applicable to sales
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- | 17,819,384 | - | 17,819,384 | ||||||||||||
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Selling, general and administrative
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2,795 | 2,888,977 | - | 2,891,772 | ||||||||||||
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Income from operations
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(2,795 | ) | 5,785,741 | - | 5,782,946 | |||||||||||
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Other operating expenses
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Other income, net
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- | (242,156 | ) | (1,136,099 | ) | (1,378,255 | ) | |||||||||
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Income before provision for income taxes
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(2,795 | ) | 5,543,585 | (1,136,099 | ) | 4,404,691 | ||||||||||
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Provision (benefit) for income taxes
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- | 258,700 | - | 258,700 | ||||||||||||
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Net income (loss)
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(2,795 | ) | 5,284,885 | (1,136,099 | ) | $ | 4,145,991 | |||||||||
| Net income (loss) attributable to noncontrolling interest | - | 242,228 | (242,228 | ) | - | |||||||||||
| Net income (loss) attributable to Top Yield Shareholders | $ | (2,795 | ) | $ | 5,042,657 | $ | (893,871 | ) | $ | 4,145,991 | ||||||
| Net income (loss) per share: Basic and Diluted | $ | (0.28 | ) | $ | 50,427 | - | $ | 0.23 | ||||||||
| Weighted average shares outstanding: Basic and Diluted | 10,000 | 100 | 17,646,818 | |||||||||||||
F-87
LEVIATHAN MINERALS GROUP, INC.
NOTES TO UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
JUNE 30, 2011
On August 18, 2011, we changed our corporate name from “DE Acquisition 3, Inc.” (the Company) to “Leviathan Minerals Group Incorporated”, whereby our wholly-owned subsidiary (formed for the purpose of effecting the change in our corporate name) was merged with and into the Company and the Company adopted the name of the subsidiary and changed our fiscal year end to December 31. We effected the name change to better reflect the nature of the business operations expected to be acquired.
On August 22, 2011 (the “Effective Date”), DE Acquisition 3, Inc. (the “Company”) entered into an Agreement and Plan of Share Exchange (the “Exchange Agreement”) with Top Yield Holdings Limited, a British Virgin Islands company (“Top Yield”), the holders of 100% of the issued and outstanding equity interests of Top Yield (the “Top Yield Shareholders”), PT Havilah Abadi Sejahtera, a company incorporated in the Republic of Indonesia (“PT HAS”), and the holder of 99% of the issued and outstanding equity interests of PT HAS, PT Aega Prima, a company incorporated in the Republic of Indonesia (“PT AP”), the holder of 80% of the issued and outstanding equity interests of PT AP, PT Alam Lestari Kencana, a company incorporated in the Republic of Indonesia (“PT ALK”), and the holder of 99% of the issued and outstanding equity interests of PT ALK, Europe-China Commercial Union Holding Limited, a British Virgin Islands company (“EC”), and the holder of 100% of the issued and outstanding equity interests of EC, Crown Sail Limited, a British Virgin Islands company (“CS”), and the holder of 100% of CS.
Pursuant to the Securities Purchase Agreement, we issued $5,020,000 of Notes and 188,282 warrants. The Notes bear interest at 10% with a maturity date of February 18, 2013 unless declared due and payable by the investor upon the occurrence of an Event of Default (as defined in the Notes). The amount due under the Notes shall be converted into Common Stock (i) immediately upon the effective date of the listing of the Common Stock on any national securities exchange in the United States or (ii) at the discretion of the investor. The Notes are currently convertible into 1,181,177 shares of Common Stock. The investors in the Notes received an aggregate of 188,282 Investor Warrants to purchase our Common Stock for $4.25 per share for a period of two years from the Effective Date.
The following unaudited pro forma balance sheet as of June 30, 2011 and the unaudited pro forma statement of income are derived from the historical financial statements of the Company and Top Yield and have been prepared to give effect to the acquisition of the Top Yield shares and the issuance of the Notes as at January 1, 2011. The unaudited pro forma balance sheet is presented as if the closing of Agreement had occurred as of June 30, 2011. The unaudited pro forma condensed combined statement of income is presented as if the closing of the Agreement had occurred on January 1, 2011.
The following unaudited pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma financial statements, including the notes hereto, should be read in conjunction with (i) the historical financial statements for the Company and (ii) the historical financial statements of Top Yield.
PRO FORMA ADJUSTMENTS
NOTE 1. These unaudited pro forma combined financial statements reflect the following pro forma adjustments:
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(a).
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To record the acquisition of the shares of Top Yield in exchange for 16,705,406 shares of the Company. The acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. We have accounted for this merger as a capital transaction in substance, rather than a business combination. That is, the transaction is a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. As result our future filings will include the historical financial statements of Top Yield Holdings Limited.
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F-88
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(b).
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To record the issuance of the $5,020,000 Notes and accrued and unpaid interest through June 30, 2011.
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(c).
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To record deferred debt costs, which include underwriting, legal, and other direct costs related to the issuance of debt, and amortize the debt cost to interest expense over the contractual term of the debt using the effective interest method through June 30, 2011.
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(d).
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To record the beneficial conversion feature and to accrete the debt discount over the contractual term of the debt using the effective interest rate through June 30, 2011.
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| (e). | As a part of the reverse merger, we entered into two assignment of dividend agreements and purchase options with related companies, PT Mulia Andalan Persada (PT MAP) and PT Havilah Sukses Bersama (PT HSB). FASB ASC 810-10-45-20 states net income or loss and comprehensive income or loss, as described in Topic 220, shall be attributed to the parent and the noncontrolling interest. Prior to the assignment of the dividend agreements we attributed net income or loss to the noncontrolling interest based its ownership interest. Subsequent to the assignment of the dividend agreements we will attribute net income or loss to the noncontrolling interest based on the rights to future earnings of the entity. As a result of the assigned dividend agreements, we will attribute 100% of the future earnings of PT AP and PT ALK to the parent company and will not attribute any future earnings to the noncontrolling interests as long as PT MAP and PT HSB own a noncontrolling share of PT AP and PT ALK, respectively. |
NOTE 3. DE Acquisition 3’s balance sheet presented below is as of May 31, 2011and its statement of income is for the three months ended May 31, 2011. Adjustments were not made to bring DE Acquisitions financial statements to June 30, 2011 as the adjustments were not significant. Top Yield’s balance sheet is as of June 30, 2011 and its statement of income is for the six months ended June 30, 2011. Top Yield’s fiscal period will remain December 31, 2011.
F-89
LEVIATHAN MINERALS GROUP, INC.
NOTES TO UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 2010
On August 18, 2011, we changed our corporate name from “DE Acquisition 3, Inc.” to “Leviathan Minerals Group Incorporated”, whereby our wholly-owned subsidiary (formed for the purpose of effecting the change in our corporate name) was merged with and into the Company and the Company adopted the name of the subsidiary and changed our fiscal year end to December 31. We effected the name change to better reflect the nature of the business operations expected to be acquired.
On August 22, 2011 (the “Effective Date”), DE Acquisition 3, Inc. (the “Company”) entered into an Agreement and Plan of Share Exchange (the “Exchange Agreement”) with Top Yield Holdings Limited, a British Virgin Islands company (“Top Yield”), the holders of 100% of the issued and outstanding equity interests of Top Yield (the “Top Yield Shareholders”), PT Havilah Abadi Sejahtera, a company incorporated in the Republic of Indonesia (“PT HAS”), and the holder of 99% of the issued and outstanding equity interests of PT HAS, PT Aega Prima, a company incorporated in the Republic of Indonesia (“PT AP”), the holder of 80% of the issued and outstanding equity interests of PT AP, PT Alam Lestari Kencana, a company incorporated in the Republic of Indonesia (“PT ALK”), and the holder of 99% of the issued and outstanding equity interests of PT ALK, Europe-China Commercial Union Holding Limited, a British Virgin Islands company (“EC”), and the holder of 100% of the issued and outstanding equity interests of EC, Crown Sail Limited, a British Virgin Islands company (“CS”), and the holder of 100% of CS.
Pursuant to the Securities Purchase Agreement, we issued $5,020,000 of Notes. The Notes bear interest at 10% with a maturity date of February 18, 2013 unless declared due and payable by the investor upon the occurrence of an Event of Default (as defined in the Notes). The amount due under the Notes shall be converted into Common Stock (i) immediately upon the effective date of the listing of the Common Stock on any national securities exchange in the United States or (ii) at the discretion of the investor. The Notes are currently convertible into 1,181,177 shares of Common Stock. The investors in the Notes received an aggregate of 188,282 Investor Warrants to purchase our Common Stock for $4.25 per share for a period of two years from the Effective Date.
The following unaudited pro forma statement of income are derived from the historical financial statements of the Company and Top Yield and have been prepared to give effect to the acquisition of the Top Yield shares and the issuance of the Notes as at January 1, 2010. The unaudited pro forma condensed combined statement of income is presented as if the closing of the Agreement had occurred on January 1, 2010.
The following unaudited pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma financial statements, including the notes hereto, should be read in conjunction with (i) the historical financial statements for the Company and (ii) the historical financial statements of Top Yield.
PRO FORMA ADJUSTMENTS
NOTE 1. These unaudited pro forma combined financial statements reflect the following pro forma adjustments:
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(a).
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To record the acquisition of the shares of Top Yield in exchange for 16,705,406 shares of the Company. The acquisition of a private operating company by a non-operating public shell corporation typically results in the owners and management of the private company having actual or effective voting and operating control of the combined company. We have accounted for this merger as a capital transaction in substance, rather than a business combination. That is, the transaction is a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets should be recorded. As result our future filings will include the historical financial statements of Top Yield Holdings Limited.
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F-90
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(b).
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To record the issuance of the $5,020,000 Notes and accrued and unpaid interest through December 31, 2010.
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(c).
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To record deferred debt costs, which include underwriting, legal, and other direct costs related to the issuance of debt, and amortize the debt cost to interest expense over the contractual term of the debt using the effective interest method through December 31, 2010.
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(d).
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To record the beneficial conversion feature and to accrete the debt discount over the contractual term of the debt using the effective interest rate through December 31, 2010.
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| (e). | As a part of the reverse merger, we entered into two assignment of dividend agreements and purchase options with related companies, PT Mulia Andalan Persada (PT MAP) and PT Havilah Sukses Bersama (PT HSB). FASB ASC 810-10-45-20 states net income or loss and comprehensive income or loss, as described in Topic 220, shall be attributed to the parent and the noncontrolling interest. Prior to the assignment of the dividend agreements we attributed net income or loss to the noncontrolling interest based its ownership interest. Subsequent to the assignment of the dividend agreements we will attribute net income or loss to the noncontrolling interest based on the rights to future earnings of the entity. As a result of the assigned dividend agreements, we will attribute 100% of the future earnings of PT AP and PT ALK to the parent company and will not attribute any future earnings to the noncontrolling interests as long as PT MAP and PT HSB own a noncontrolling share of PT AP and PT ALK, respectively. |
NOTE 3. DE Acquisition 3’s statement of income is for the year ended February 28, 2010. Adjustments were not made to bring DE Acquisition 3’s financial statements to December 31, 2010 as the adjustments were not significant. Top Yield’s statement of income is for the year ended December 31, 2010. Top Yield’s fiscal period will remain December 31, 2011.
F-91