Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CHINA YIDA HOLDING, CO. | f8k082614_chinayida.htm |
| EX-10.1 - SHARE TRANSFER AGREEMENT - CHINA YIDA HOLDING, CO. | f8k082614ex10i_chinayida.htm |
Exhibit 99.1
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
On August 26, 2014, China Yida Holding Co. (“China Yida”) , a Neveda corporation (the “Company”, “our”, “we” or “us”) completed the sale of 100% of its equity interest in Fujian Jintai Tourism Development Co., Ltd. (“Fujian Jintai”) to Fujian Taining Golden Lake Tourism Economic Development Industrial Co., Ltd. (“Buyer”) for approximately $36.6 million (or RMB 228.8 million) in cash (the “Disposition”).
Pursuant to the terms of the Share Transfer Agreement, any bank loans and outstanding debt of Fujian Jintai shall be paid off subsequent to the Sale, and the Purchaser may deduct such amounts from the Purchase Price upon payment thereof. China Yida shall be responsible for all other claims and liabilities related to the business of Fujian Jintai incurred prior to the Sale.
The following unaudited condensed consolidated pro forma financial statements are based upon the historical financial statements of China Yida Holding Co. and its consolidated subsidiaries (“China Yida”), adjusted to reflect the disposition of Fujian Jintai Tourism Development Co., Ltd. (“Fujian Jintai”). The historical balance sheet presented in the pro forma financial information is as of June 30, 2014 as was presented in the Form 10-Q filed on August 14, 2014. The historical statements of operations presented in the pro forma financial information are for the six months ended June 30, 2014 as presented in the Form 10-Q filed on August 14, 2014, and for the year ended December 31, 2013 as presented in the Form 10-K filed on March 31, 2014. The pro forma adjustments, described in the
related notes, are based on the best available information and certain assumptions that we believe are reasonable.
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 and the six months ended June 30, 2014, have been prepared giving effect to the Disposition of Fujian Jintai as if the transactions had occurred on January 1, 2013. The unaudited pro forma condensed consolidated balance sheet gives effect to the Disposition as if the transaction had occurred effective June 30, 2014.
The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8-K.
The unaudited consolidated pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of the operating results or financial position that would have occurred if the transaction described above had occurred as presented in such statements. In addition, future results may vary significantly from the results reflected in such statements. For example, this financial information does not reflect any potential earnings or other impacts from the use of the proceeds from the disposition or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges.
| CHINA YIDA HOLDING CO. AND SUBSIDIARIES | ||||||||
|
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2014 |
| Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | $ | 2,349,515 | $ | (22,931 | )(a) | $ | 39,461,825 | |||||
| 37,135,241 | (b) | |||||||||||
| Accounts receivable | 794,851 | - | (a) | 794,851 | ||||||||
| Other receivables, net | 301,746 | (154,337 | )(a) | 147,409 | ||||||||
| Advances and prepayments | 1,729,075 | (12,718 | )(a) | 1,716,357 | ||||||||
| Prepayment - current portion | 973,211 | (133,373 | )(a) | 839,838 | ||||||||
| Total current assets | 6,148,398 | 36,811,882 | 42,960,280 | |||||||||
| Property and equipment, net | 210,517,826 | (32,788,201 | )(a) | 177,729,625 | ||||||||
| Intangible assets, net | 50,096,588 | (3,234,798 | )(a) | 46,861,790 | ||||||||
| Long-term prepayments | 2,844,591 | (427,819 | )(a) | 2,416,772 | ||||||||
| Total assets | $ | 269,607,403 | $ | 361,065 | $ | 269,968,468 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Short-term loans | $ | 4,544,495 | $ | - | $ | 4,544,495 | ||||||
| Long-term debt, current portion | 31,879,636 | - | 31,879,636 | |||||||||
| Accounts payable | 520,529 | - | 520,529 | |||||||||
| Accrued expenses and other payables | 1,429,828 | 4,870,499 | (d) | 6,300,327 | ||||||||
| Due to related parties | 42,927,604 | - | 42,927,604 | |||||||||
| Total current liabilities | 81,302,092 | 4,870,499 | 86,172,591 | |||||||||
| Long-term debt | 60,621,715 | - | 60,621,175 | |||||||||
| Total liabilities | 141,923,807 | 4,870,499 | 146,794,306 | |||||||||
| Equity | ||||||||||||
| Common stock ($0.001 par value, 100,000,000 shares authorized, 3,914,580 shares issued and outstanding as of June 30, 2014) | 3,915 | - | 3,915 | |||||||||
| Additional paid in capital | 49,163,705 | - | 49,163,705 | |||||||||
| Accumulated other comprehensive income | 17,106,543 | - | 17,106,543 | |||||||||
| Retained earnings | 58,860,103 | (4,509,434 | )(e) | 54,350,669 | ||||||||
| Statutory reserve | 2,549,330 | - | 2,549,330 | |||||||||
| Total equity | 127,683,596 | (4,509,434 | ) | 123,174,162 | ||||||||
| Total liabilities and equity | $ | 269,607,403 | $ | 361,065 | $ | 269,968,468 | ||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
| 2 |
| CHINA YIDA HOLDING CO. AND SUBSIDIARIES |
|
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATION FOR THE SIX MONTHS ENEDED JUNE 30, 2014 |
| Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
| Net revenue | ||||||||||||
| Advertisement | $ | - | $ | - | $ | - | ||||||
| Tourism | 7,146,130 | (1,986,153 | )(c) | 5,159,977 | ||||||||
| Total net revenue | 7,146,130 | (1,986,153 | ) | 5,159,977 | ||||||||
| Cost of revenue | ||||||||||||
| Advertisement | - | - | - | |||||||||
| Tourism | 5,544,286 | (1,231,777 | )(c) | 4,312,509 | ||||||||
| Total cost of revenue | 5,544,286 | (1,231,777 | ) | 4,312,509 | ||||||||
| Gross profit | 1,601,844 | (754,375 | ) | 847,469 | ||||||||
| Operating expenses | ||||||||||||
| Selling expenses | 5,405,846 | (594,369 | )(c) | 4,811,477 | ||||||||
| General and administrative expenses | 4,062,942 | (475,277 | )(c) | 3,587,665 | ||||||||
| Total operating expenses | 9,468,788 | (1,069,646 | ) | 8,399,142 | ||||||||
| Loss from operations | (7,866,944 | ) | 315,271 | (7,551,673 | ) | |||||||
| Other income (expense) | ||||||||||||
| Other expense, net | 355,451 | (128,905 | )(c) | 226,546 | ||||||||
| Interest income | 5,152 | (680 | )(c) | 4,472 | ||||||||
| Interest expense | (4,817,052 | ) | 355,640 | (c) | (4,461,412 | ) | ||||||
| - | ||||||||||||
| Total other expenses | (4,456,449 | ) | 226,055 | (4,230,394 | ) | |||||||
| Loss before income tax and non-controlling interest | (12,323,393 | ) | 541,325 | (c) | (11,782,068 | ) | ||||||
| Net loss | (12,323,393 | ) | 541,325 | (11,782,068 | ) | |||||||
| Amounts attributable to common stockholders: | ||||||||||||
| Net loss attributable to common stockholders | (12,323,393 | ) | 541,325 | (11,782,068 | ) | |||||||
| Net loss attributable to common stockholders per share - basic and diluted: | ||||||||||||
| - Basic & diluted earnings/(loss) per share attributable to common stockholders | $ | (3.15 | ) | $ | 0.14 | $ | (3.01 | ) | ||||
| Weighted average shares outstanding | ||||||||||||
| - B asic | 3,914,580 | 3,914,580 | ||||||||||
| - Diluted | 3,914,580 | 3,914,580 | ||||||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
| 3 |
| CHINA YIDA HOLDING CO. AND SUBSIDIARIES | ||||||||||||
| UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATION FOR THE YEAR ENEDED DECEMBER 31, 2013 |
| Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
| Net revenue | ||||||||||||
| Advertisement | $ | 2,910,612 | $ | - | $ | 2,910,612 | ||||||
| Tourism | 14,930,274 | (5,472,453 | )(c) | 9,457,821 | ||||||||
| Total net revenue | 17,840,886 | (5,472,453 | ) | 12,368,433 | ||||||||
| Cost of revenue | ||||||||||||
| Advertisement | 2,045,765 | - | 2,045,765 | |||||||||
| Tourism | 6,933,503 | (2,719,067 | )(c) | 4,214,436 | ||||||||
| Total cost of revenue | 8,979,268 | (2,719,067 | ) | 6,260,201 | ||||||||
| Gross profit | 8,861,618 | (2,753,386 | ) | 6,108,232 | ||||||||
| Operating expenses | ||||||||||||
| Selling expenses | 11,217,087 | (1,634,585 | )(c) | 9,582,502 | ||||||||
| General and administrative expenses | 8,535,974 | (1,008,744 | )(c) | 7,527,230 | ||||||||
| Total operating expenses | 19,753,061 | (2,643,329 | ) | 17,109,732 | ||||||||
| Loss from operations | (10,891,443 | ) | (110,057 | ) | (11,001,500 | ) | ||||||
| Other income (expense) | ||||||||||||
| Other expense, net | (227,307 | ) | 107,607 | (c) | (119,700 | ) | ||||||
| Interest income | 90,717 | (7,896 | )(c) | 82,821 | ||||||||
| Interest expense | (5,936,638 | ) | 398,165 | (c) | (5,538,473 | ) | ||||||
| - | ||||||||||||
| Total other expenses | (6,073,228 | ) | 497,877 | (5,575,351 | ) | |||||||
| Loss before income tax and non-controlling interest | (16,964,671 | ) | 387,820 | (16,576,851 | ) | |||||||
| Less: Provision for income tax | 133,323 | - | 133,323 | |||||||||
| Net loss from continuing operations | (17,097,994 | ) | 387,820 | (16,710,174 | ) | |||||||
| Discontinued Operation | ||||||||||||
| Loss from discontinued operations, net of income taxes | (255,536 | ) | - | (255,536 | ) | |||||||
| Gain on Disposal of Subsidiary | 999,133 | - | 999,133 | |||||||||
| Net income from discontinued operations, net of income taxes | 743,597 | - | 743,597 | |||||||||
| Net loss | (16,354,397 | ) | 387,820 | (15,966,577 | ) | |||||||
| Net loss attributed to non-controlling interest: | ||||||||||||
| Net loss from discontinued operation | 102,215 | - | 102,215 | |||||||||
| Net loss attributable to China Yida Holding Co. | (16,252,182 | ) | 387,820 | (15,864,362 | ) | |||||||
| Net loss | $ | (16,354,397 | ) | $ | 387,820 | $ | (15,966,577 | ) | ||||
| Amounts attributable to common stockholders: | ||||||||||||
| Net income (loss) from continuing operations, net of income taxes | $ | (17,097,994 | ) | $ | 387,820 | $ | (16,710,174 | ) | ||||
| Net income from discontinued operations, net of income taxes | 845,812 | - | 845,812 | |||||||||
| Net loss attributable to common stockholders | (16,252,182 | ) | 387,820 | (15,864,362 | ) | |||||||
| Net loss attributable to common stockholders per share - basic and diluted: | ||||||||||||
| - Basic & diluted earnings/(loss) per share from continuing operations | $ | (4.37 | ) | $ | 0.10 | $ | (4.27 | ) | ||||
| - Basic & diluted earnings per Share from discontinued operations | $ | 0.22 | $ | - | $ | 0.22 | ||||||
| - Basic & diluted earnings/(loss) per share attributable to common stockholders | $ | (4.15 | ) | $ | 0.10 | $ | (4.05 | ) | ||||
| Weighted average shares outstanding | ||||||||||||
| - Basic | 3,914,580 | 3,914,580 | ||||||||||
| - Diluted | 3,914,580 | 3,914,580 | ||||||||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
| 4 |
CHINA YIDA HOLDING CO. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
(a) Reflects the elimination of assets and liabilities of Fujian Jintai pursuant to the terms of the Agreement on August 26, 2014, as if the transaction occurred on June 30, 2014. China Yida agreed to retain the liabilities of Jintai prior to completion of transfer of Jintai’s assets pursuant to the terms of the Agreement on August 26, 2014.
(b) Reflects anticipated cash proceeds of $37.1 million (or RMB 228.8 million) of the sales price pursuant to the terms of the Agreement on August 26, 2014 using the foreign exchange rate (USD/RMB = 6.1613:1) at June 30, 2014, as if the transaction occurred on that date.
(c) Reflects the elimination of income and expenses of Fujian Jintai pursuant to the terms of the Agreement on August 26, 2014, as if the transaction occurred on January 1, 2013.
(d) Reflects the adjustments of intercompany transactions between China Yida and the Fujian Jintai that were previously eliminated.
(e) Reflects estimated $4.5 million loss, related to the sale of Fujian Jintai. In August 2014, the long-term debt in the amount of $9.0 million (or RMB 55.9 million) recorded at Fujian Jintai as of June 30, 2014 was paid off. As a result, the gain or loss on disposition of Fujian Jintai to be reported in the third quarter of 2014 could be different from the $4.5 million estimated loss in this pro forma. As of the date of this filing, management has been in the process of assessing the gain or loss on the disposition and its tax impact.
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