Attached files
| file | filename |
|---|---|
| 8-K - PACIFIC 8K STAR LEASING - PACIFIC ALLIANCE CORP /UT/ | pacific8kstarleasingacquisit.htm |
| EX-99.18 - 2009 CONSOLIDATED PRO FORMAS - PACIFIC ALLIANCE CORP /UT/ | proforma2009v2.htm |
| EX-99.17 - STAR LEASING AUDIT OPINION - PACIFIC ALLIANCE CORP /UT/ | starleasing09auditopinionfil.htm |
| EX-10 - PACIFIC-STAR LEASING AGREEMENT - PACIFIC ALLIANCE CORP /UT/ | slstarmergeragreementexhibit.htm |
PACIFIC ALLIANCE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
AS OF DECEMBER 31, 2008
ASSETS | "STAR" | "PALC" | Adjustments |
| Pro Forma |
Cash | $ 267,687 | $ 143 |
|
| $ 267,830 |
Accounts receivable, net | 1,736,920 | - |
|
| 1,736,920 |
Other receivable | 102,459 | - |
|
| 102,459 |
Marketable securities | 76,353 | - |
|
| 76,353 |
Prepaid expenses | 127,529 | - |
|
| 127,529 |
Deferred tax asset - current portion | 171,827 | - |
|
| 171,827 |
Inventory | 16,150 | - |
|
| 16,150 |
Total current assets | 2,498,925 | 143 |
|
| 2,499,068 |
|
|
|
|
|
|
Property and equipment, net | 9,457,104 | - | 4,236,912 | [1] | 13,694,016 |
Deferred tax asset, net of current portion | 687,307 | - |
|
| 687,307 |
Other investment | 131,786 | - |
|
| 131,786 |
Cash value of life insurance | 59,369 | - |
|
| 59,369 |
|
|
|
|
|
|
TOTAL ASSETS | $ 12,834,491 | $ 143 |
|
| $ 17,071,546 |
|
|
|
|
|
|
LIABILITIES AND |
|
|
|
|
|
SHAREHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
Accounts payable | $ 528,495 | $ - |
|
| $ 528,495 |
Accrued expenses and other current liabilities | 50,925 | 157,949 |
|
| 208,874 |
Tax liabilities | - | 351,707 |
|
| 351,707 |
Deferred income tax liability, current portion | 277,062 |
|
|
| 277,062 |
Short-term notes payable | 3,906,457 | 137,100 |
|
| 4,043,557 |
Capital lese obligations, current portiion | 161,851 |
|
|
| 161,851 |
Notes payable to related parties | 430,530 | 469,045 |
|
| 899,575 |
Total current liabilities | 5,355,320 | 1,115,801 |
|
| 6,471,121 |
|
|
|
|
|
|
Deferred income tax liability, net of current portion | 1,108,248 | - |
|
| 1,108,248 |
Capital lease obligations, net of current portion | 818,224 | - |
|
| 818,224 |
Long-term debt | 5,289,611 | - |
|
| 5,289,611 |
Total liabilities | 12,571,403 | 1,115,801 |
|
| 13,687,204 |
|
|
|
|
|
|
Common Stock | 5,000 | 37,250 | 15,000 | [1] | 16,862 |
|
|
| (5,000) | [2] |
|
|
|
| (35,388) | [3] |
|
Paid-in Capital | 411,687 | 3,448,486 | 4,485,000 | [1] | 7,968,874 |
|
|
| (411,687) | [2] |
|
|
|
| 35,388 | [3] |
|
Other comprehensive loss | (67,925) |
| 67,925 | [1] | - |
Accumulated deficit | (85,674) | (4,601,394) | 85,674 | [2] | (4,601,394) |
Total stockholders' equity | 263,088 | (1,115,658) |
|
| 3,384,342 |
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 12,834,491 | $ 143 |
|
| $ 17,071,546 |
|
|
|
|
|
|
See notes to pro forma condensed consolidated financial statements (unaudited)
PACIFIC ALLIANCE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
For the year ended December 31, 2008
| "STAR" | "PALC" | Adjustments | Pro Forma |
|
|
|
|
|
Sales | $ 19,929,673 | $ - |
| $ 19,929,673 |
|
|
|
|
|
Cost and expenses: |
|
|
|
|
Cost of sales | 15,587,661 | - |
| 15,587,661 |
Selling, general and administrative | 6,328,671 | 166,682 |
| 6,495,353 |
| 21,916,332 | 166,682 |
| 22,083,014 |
|
|
|
|
|
Operating loss | (1,986,659) | (166,682) |
| (2,153,341) |
|
|
|
|
|
Other income (expenses) | (397,845) | (71,110) |
| (468,955) |
|
|
|
|
|
Loss before income taxes | (2,384,504) | (237,792) |
| (2,622,296) |
|
|
|
|
|
Income taxes | (854,132) | - |
| (854,132) |
|
|
|
|
|
Net loss | $ 1,530,372) | $(237,792) |
| $ (1,768,164) |
|
|
|
|
|
Net loss per share-basic and diluted | $ (306.07) | $ (0.13) |
| $ (0.10) |
|
|
|
|
|
Weighted average number of shares | 5,000 | 1,847,055 | [4] | 16,847,055 |
See notes to pro forma condensed consolidated financial statements (unaudited)
PACIFIC ALLIANCE CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the year ended December 31, 2008
NOTE 1 – BASIS OF PRESENTATION
On October 1, 2009, Pacific Alliance Corporation (“PALC” or “Pacific”) entered into an Agreement and Plan of Merger (“Agreement”) to acquire all the issued and outstanding common stocks of Star Leasing, Inc. (“STAR” or “Star Leasing”, a privately-held freight service company). Under the terms of the Agreement, the sole shareholder of Star Leasing received, in aggregate, 15,000,000 shares of PALC common stock. The net assets, including identifiable tangible and intangible assets and liabilities, including interest bearing debt of Star Leasing assumed by Pacific as of the closing date, were recorded at their respective fair values.
The purchase consideration for the Star Leasing was approximately $4.5 million, which consisted of the fair value of 15 million shares of PALC common stock issued to Star Leasing’s sole stockholder, was determined using a per share price of $0.30, which reflects the average closing price of the Company’s common stock on date of Agreement.
The accompanying condensed consolidated financial statements illustrate the effect of PALC acquisition ("Pro Forma") of Star Leasing. The condensed consolidated balance sheet as of December 31, 2008 is based on the historical balance sheets of Star Leasing and PALC as of that date and assumes the acquisition took place on that date. The condensed consolidated statements of operations for the year then ended are based on the historical statements of operations of Star Leasing and PALC for those periods. The pro forma condensed consolidated statements of operations assume the acquisition took place on January 1, 2008.
The pro forma condensed consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma condensed consolidated financial statements are based on management's current estimate of the allocation of the purchase price, the actual allocation of which may differ.
The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with the notes thereto and with the historical financial statements of PALC as filed in its annual report on Form 10-KSB for the year ended December 31, 2008 and with the historical financial statements of Star Leasing included in the 8-K report. The unaudited pro forma condensed consolidated balance sheet is not necessarily indicative of the Company's financial position that would have been achieved had the acquisition been consummated at December 31, 2008.
NOTE 2 – PRO FORMA ADJUSTMENTS
The pro forma adjustments to the unaudited condensed consolidated balance sheet are as follows:
[1] To reflect the acquisition of Star Leasing equal to the fair value of PALC's common stock:
Issuance of 15,000,000 shares of Pacific Stock at fair value | $4,500,000 |
Net assets acquired | (263,088) |
Fair value fixed assets adjustment | (4,236,912) |
Cost in excess of net assets acquired | $ - |
|
|
NOTE 2 – PRO FORMA ADJUSTMENTS (CONTINUED)
The allocation of the purchase price, is as follows:
Net tangible assets acquired and liabilities assumed: |
|
Cash and cash equivalents | $ 267,687 |
Accounts and other receivable | 1,839,379 |
Marketable securities | 76,353 |
Prepaid expenses and other current assets | 299,356 |
Inventory | 16,150 |
Property and equipment | 13,694,016 |
Other long-term assets | 878,462 |
Accounts payable | (528,495) |
Other current and long-term liabilities | (1,436,235) |
Debt assumed | (10,606,673) |
Total consideration | $4,500,000 |
|
|
[2] To reflect the elimination of STAR’s equity
[3] To retroactively reflect the reverse stock split of 1 for 20 on December 23, 2009.
The pro forma adjustments to the condensed consolidated statements of operations are as follows:
[4] To retroactively reflect the reverse stock split of 1 for 20 on December 23, 2009.
NOTE 3 - PRO FORMA NET LOSS PER COMMON SHARE
The unaudited pro forma basic and diluted net loss per share are based on the weighted average number of shares of Pacific common stock outstanding during each period and the number of shares of Pacific common stock to be issued in connection with the acquisition of Star Leasing.