Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - TODA INTERNATIONAL HOLDINGS INC. | v244033_8ka.htm |
| EX-99.1 - EXHIBIT 99.1 - TODA INTERNATIONAL HOLDINGS INC. | v244033_ex99-1.htm |
TODA International Holdings Inc. (Formerly: Summit Growth Corporation) and Victor Score Limited
Pro forma Consolidated Balance Sheet
As of December 31, 2010
(unaudited)
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In US dollars
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TODA
International
Holdings Inc.(1)
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Victor
Score
Limited and
Subsidiaries(2)
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Pro Forma
Adjustments
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Pro Forma
Consolidated
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(As Restated)
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Asset
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Current Asset
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Cash
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$ | 1,218 | $ | 2,431,893 | $ | (1,218 | )(B) | $ | 2,431,893 | |||||||
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Restricted cash
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- | 1,266,667 | - | 1,266,667 | ||||||||||||
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Accounts receivable
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- | 11,825,238 | - | 11,825,238 | ||||||||||||
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Inventories
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- | 5,580,175 | - | 5,580,175 | ||||||||||||
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Due from owners
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- | 12,420 | - | 12,420 | ||||||||||||
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Prepaid expenses and other current assets
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- | 5,741,549 | - | 5,741,549 | ||||||||||||
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Due from a related company
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- | 775,456 | - | 775,456 | ||||||||||||
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Tax receivable
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- | - | - | - | ||||||||||||
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Total current assets
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1,218 | 27,633,398 | (1,218 | ) | 27,633,398 | |||||||||||
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Property, plant and equipment, net
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- | 3,123,858 | - | 3,123,858 | ||||||||||||
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Construction in progress
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- | 1,368,351 | - | 1,368,351 | ||||||||||||
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Land use right, net
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- | 287,873 | - | 287,873 | ||||||||||||
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Intangible asset
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- | 4,248,422 | - | 4,248,422 | ||||||||||||
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Total assets
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$ | 1,218 | $ | 36,661,902 | $ | (1,218 | ) | $ | 36,661,902 | |||||||
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Liabilities and owners' equity
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Current liabilities
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Bank loans
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$ | - | $ | 7,945,543 | $ | - | $ | 7,945,543 | ||||||||
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Accounts payable
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2,742 | 3,706,251 | (2,742 | ) | 3,706,251 | |||||||||||
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Accrued liabilities and other payables
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- | 632,110 | - | 632,110 | ||||||||||||
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Tax payable
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- | 1,316,676 | - | 1,316,676 | ||||||||||||
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Due to related companies
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13,808 | - | (13,808 | )(B) | - | |||||||||||
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Due to owners
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- | - | - | - | ||||||||||||
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Total liabilities
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16,550 | 13,600,580 | (16,550 | ) | 13,600,580 | |||||||||||
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Owners' equity
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Preference share, $0.000128 par value, 781,250 shares authorized, 104,571.95 shares issued and outstanding as of December 31, 2010
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- | - | 13 | (A) | 13 | |||||||||||
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Ordinary shares, $0.000256 par value, 100,000,000 shares authorized; 17,322,805 issued and outstanding as of December 31, 2010
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341 | 50,000 | (45,906 | )(B)(A) | 4,435 | |||||||||||
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Additional paid-in capital
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9,717 | 3,084,380 | 35,835 | (B)(A) | 3,129,932 | |||||||||||
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Retained earnings
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(25,390 | ) | 18,927,038 | 25,390 | (B) | 18,927,038 | ||||||||||
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Accumulated other comprehensive income
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- | 999,904 | - | 999,904 | ||||||||||||
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Total owners' equity
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(15,332 | ) | 23,061,322 | 15,332 | 23,061,322 | |||||||||||
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Total liabilities and owners' equity
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$ | 1,218 | $ | 36,661,902 | $ | (1,218 | ) | $ | 36,661,902 | |||||||
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1.
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Source: Unaudited financial statements of TODA International Holdings Inc. (Formerly: Summit Growth Corporation) as of December 31, 2010 as filed in its Quarterly Report on Form 10-Q filed with the SEC on February 8, 2011.
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2.
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Source: Audited consolidated financial statements of Victor Score Limited as of December 31, 2010 as restated and filed in its Current Report on Form 8-K/A filed with the SEC on December 21, 2011.
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(A)
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32,839,910 ordinary shares and 104,571.95 preference shares were issued to former Victor Score shareholders. Upon consummation of the proposed increase and reverse stock split, the 104,571.95 preference shares currently outstanding shall be automatically converted into 10,457,195 ordinary shares and total common shares outstanding after the reverse merger is 45,102,805 (pre-split), 27,780,000 (post-split)
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(B)
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Elimination of Summit Growth's capital accounts and accumulated deficit as result of recapitalization, and reflection of payment of all liabilities of Summit Growth prior to closing.
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See accompanying notes to pro forma combined financial statements
TODA International Holdings Inc. (Formerly: Summit Growth Corporation) and Victor Score Limited
Pro forma Consolidated Statements of Operations and Other Comprehensive Income
As of December 31, 2010
(unaudited)
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In US dollars
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TODA
International
Holdings Inc.(1)
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Victor
Score
Limited and
Subsidiaries(2)
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Pro Forma
adjustments
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Pro Forma
Consolidated
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|||||||||||||
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(As Restated)
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Revenue
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- Product sales
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$ | - | $ | 37,396,515 | $ | - | $ | 37,396,515 | ||||||||
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- Licensing technology
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- | 2,234,237 | - | 2,234,237 | ||||||||||||
| - | 39,630,752 | - | 39,630,752 | |||||||||||||
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Costs of sales
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- Product sales
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- | (24,387,544 | ) | - | (24,387,544 | ) | ||||||||||
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- Licensing technology
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- | (233,109 | ) | - | (233,109 | ) | ||||||||||
| - | (24,620,653 | ) | - | (24,620,653 | ) | |||||||||||
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Gross profit
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- | 15,010,099 | - | 15,010,099 | ||||||||||||
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Selling and distribution expenses
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- | (445,951 | ) | - | (445,951 | ) | ||||||||||
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Administrative and other expenses
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(7,748 | ) | (1,857,785 | ) | - | (1,865,533 | ) | |||||||||
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Operating (loss)/income
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(7,748 | ) | 12,706,363 | - | 12,698,615 | |||||||||||
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Other income
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- | 95,237 | - | 95,237 | ||||||||||||
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Interest expense
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- | (381,564 | ) | - | (381,564 | ) | ||||||||||
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(Loss)/income before income taxes
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(7,748 | ) | 12,420,036 | - | 12,412,288 | |||||||||||
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Income tax expenses
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- | (1,798,009 | ) | - | (1,798,009 | ) | ||||||||||
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Net (loss)/income
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(7,748 | ) | 10,622,027 | - | 10,614,279 | |||||||||||
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Other comprehensive income:
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- Foreign currency translation adjustments
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- | 590,146 | - | 590,146 | ||||||||||||
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Total comprehensive (loss)/income
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$ | (7,748 | ) | $ | 11,212,173 | $ | - | $ | 11,204,425 | |||||||
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Earnings per Share
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$ | 0.647 | ||||||||||||||
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Weighted average shares outstanding
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17,322,805 | |||||||||||||||
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1.
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Source: Unaudited financial statements of TODA International Holdings Inc. (Formerly: Summit Growth Corporation) as of December 31, 2010 as filed in its Quarterly Report on Form 10-Q filed with the SEC on February 8, 2011.
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2.
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Source: Audited consolidated financial statements of Victor Score Limited and Subsidiaries as of December 31, 2010 as restated and filed in its Current Report on Form 8-K/A filed with the SEC on December 21, 2011.
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See accompanying notes to pro forma combined financial statements
TODA International Holdings Inc. (Formerly: Summit Growth Corporation) and Victor Score Limited
Pro forma Consolidated Statements of Operations and Other Comprehensive Income
As of December 31, 2009
(unaudited)
|
In US dollars
|
||||||||||||||||
|
TODA
International
Holdings
Inc.(1)
|
Victor Score
Limited and
Subsidiaries(2)
|
Pro Forma
adjustments
|
Pro Forma
Consolidated
|
|||||||||||||
|
Revenue
|
||||||||||||||||
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- Product sales
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$ | - | $ | 23,293,443 | $ | - | $ | 23,293,443 | ||||||||
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- Licensing technology
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- | 732,687 | - | 732,687 | ||||||||||||
| - | 24,026,130 | - | 24,026,130 | |||||||||||||
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Costs of sales
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- Product sales
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- | (17,034,864 | ) | - | (17,034,864 | ) | ||||||||||
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- Licensing technology
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- | (52,016 | ) | - | (52,016 | ) | ||||||||||
| - | (17,086,880 | ) | - | (17,086,880 | ) | |||||||||||
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Gross profit
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- | 6,939,850 | - | 6,939,850 | ||||||||||||
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Selling and distribution expenses
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- | (504,007 | ) | - | (504,007 | ) | ||||||||||
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Administrative and other expenses
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(3,243 | ) | (720,440 | ) | - | (723,683 | ) | |||||||||
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Operating (loss)/income
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(3,243 | ) | 5,714,803 | - | 5,711,560 | |||||||||||
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Other income
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- | 124,843 | - | 124,843 | ||||||||||||
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Interest expenses
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- | (497,721 | ) | - | (497,721 | ) | ||||||||||
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(Loss)/income before income taxes
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(3,243 | ) | 5,341,925 | - | 5,338,682 | |||||||||||
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Income tax expenses
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- | (693,820 | ) | - | (693,820 | ) | ||||||||||
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Net (loss)/income
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(3,243 | ) | 4,648,105 | - | 4,644,862 | |||||||||||
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Other comprehensive income:
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- Foreign currency translation adjustments
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- | (4,337 | ) | - | (4,337 | ) | ||||||||||
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Total comprehensive (loss)/income
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$ | (3,243 | ) | $ | 4,643,768 | $ | - | $ | 4,640,525 | |||||||
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Earnings per Share
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$ | 0.268 | ||||||||||||||
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Weighted average shares outstanding
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17,322,805 | |||||||||||||||
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1.
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Source: Unaudited financial statements of TODA International Holdings Inc. (Formerly: Summit Growth Corporation) as of December 30, 2009 as filed in its Quarterly Report on Form 10-Q filed with the SEC on February 19, 2010 and audited financial statements of TODA as of June 30, 2009 as filed in its Annual Report on Form 10-K filed with the SEC on October 8, 2009.
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2.
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Source: Audited consolidated financial statements of Victor Score Limited and Subsidiaries as of December 31, 2009 as restated and filed in its Current Report on Form 8-K/A filed with the SEC on December 21, 2011
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See accompanying notes to pro forma combined financial statements
TODA International Holdings Inc. (Formerly: Summit Growth Corporation)
and Victor Score Limited
Notes to Pro forma Consolidated Financial Statements
Note 1 – Basis of presentation
Pursuant to a share exchange agreement dated March 15, 2011, between TODA International Holdings Inc. ("TODA" or “Company”), formerly known as Summit Growth Corporation, and Victor Score Limited, a British Virgin Islands exempted business company, (“Victor Score”), and its shareholders (the “Shareholders”), TODA issued an aggregate of 32,839,910 (pre-split) ordinary shares and 104,571.95 preference shares of the Company’s capital stock to the Shareholders. On May 15, 2011, TODA effected a 1 for 2 reverse stock split of the Company’s issued and outstanding ordinary shares and increased the amount of the Company’s authorized ordinary shares from 39,062,500 shares to 100,000,000 shares. As a result of the reverse stock split and increase in share capital, the par value of the Company’s ordinary shares changed from $0.000128 per share to $0.000256 per share. Immediately following the reverse stock split, the preference shares were automatically converted into ordinary shares on a 100 for 1 basis. As of March 15, 2011, there were 34,645,610 (pre-split) ordinary shares outstanding and 104,571.95 preference shares outstanding. As a result of the reverse stock split and preference share conversion, the total ordinary shares outstanding after the reverse merger are 27,780,000 (post-split) and no preference shares.
The pro forma consolidated financial statements is for illustrative and informational purposes only and is not intended to represent, or be indicative of, what the Company’s results of operations or financial position would have been had the share exchange occurred on the dates indicated. The pro forma consolidated financial statements also should not be considered representative of the Company’s future financial position or results of operations.
The accompanying pro forma consolidated balance sheet presents the accounts of TODA and Victor Score as if the acquisition of Victor Score by TODA occurred on December 31, 2010. The accompanying pro forma consolidated statements of operations present the accounts of TODA and Victor Score for the years ended December 31, 2010 and 2009 as if the acquisition occurred on January 1, 2009 for statement of operations purpose. For accounting purposes, the transaction is being accounted for as a recapitalization of Victor Score as Victor Score’s shareholders will own the majority of the shares and will exercise significant influence over the operating and financial policies of the consolidated entity.
The following adjustments would be required if the acquisition occurred as indicated above:
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·
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32,839,910 ordinary shares and 104,571.95 preference shares were issued to the Shareholders. Upon consummation of the proposed increase and reverse stock split, the 104,571.95 preference shares currently outstanding shall be automatically converted into 10,457,195 ordinary shares and total common shares outstanding after the reverse merger is 45,102,805 (pre-split), 27,780,000 (post-split)
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·
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Elimination of the Company's capital accounts and accumulated deficit as result of recapitalization, and reflection of payment of all liabilities of the Company prior to closing.
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