Ex. 99.2
AIDA PHARMACEUTICALS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
CONTENTS
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PAGE 1 | Unaudited Pro Forma Combined Balance Sheet at March 31, 2008 |
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PAGE 3 | Unaudited Pro Forma Combined Statements of Operations for the Three Months Ended March 31, 2008 |
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PAGE 4 | Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2007 |
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PAGE 5 | Notes to Unaudited Pro Forma Combined Balance Sheet at March 31, 2008 |
PRO FORMA COMBINED FINANCIAL STATEMENTS
The accompanying unaudited pro forma combined financial statements are based upon the historical condensed balance sheets and condensed statements of operations of Aida Pharmaceuticals Inc. and subsidiaries ("AIDA" or the "Company") and Jiangsu Institute of Microbiology Co., Ltd. and subsidiaries ("JSIM"). The unaudited pro forma combined balance sheet has been prepared as if the acquisition occurred on March 31, 2008. The unaudited pro forma combined statements of operations for the year ended December 31, 2007 and for the three months ended March 31, 2008 have been prepared as if the acquisition had occurred on January 1, 2008 and 2007. The purchase price has been allocated to the Company's assets and liabilities based upon preliminary estimates of their respective fair values. The pro forma information may not be indicative of the results that actually would have occurred if the merger had been in effect from and on the dates indicated or which may be obtained in the future.
AIDA PHARMACEUTICAL, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2008
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| | AIDA HISTORICAL | | JSIM HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | $ | 4,596,942 | $ | 381,226 | $ | - | $ | 4,978,168 |
Restricted cash | | 102,532 | | - | | - | | 102,532 |
Accounts receivable, net | | 9,992,647 | | 161,229 | | - | | 10,153,876 |
Notes receivable | | 1,283,415 | | - | | - | | 1,283,415 |
Inventories | | 4,413,831 | | 4,432 | | - | | 4,418,263 |
Due from related parties | | 27,809 | | - | | - | | 27,809 |
Receivable for secured guarantee | | 6,995,516 | | - | | - | | 6,995,516 |
Other receivables and prepaid expenses | | 388,025 | | 25,508 | | - | | 413,533 |
Deposits | | 11,291,973 | | - | | (9,744,545) | (2) | 1,547,428 |
Due from employees | | 1,342,927 | | 24,843 | | - | | 1,367,770 |
Prepayments for goods | | 181,527 | | - | | - | | 181,527 |
Deferred taxes | | 411,713 | | - | | - | | 411,713 |
Total current assets | | 41,028,857 | | 597,238 | | (9,744,545) | | 31,881,550 |
| | | | | | | | |
Plant and equipment, net | | 17,401,420 | | 595,772 | | - | | 17,997,192 |
Land use right, net | | 3,642,955 | | 55,048 | | 542,803 | (1) | 4,240,806 |
Construction in progress | | 466,100 | | - | | - | | 466,100 |
Patents, net | | 5,200,774 | | 417,767 | | 9,785,694 | (1) | 15,404,235 |
Long term investments | | 205,350 | | 219,684 | | 522,307 | (1) | 947,341 |
Deferred assets | | 81,299 | | - | | - | | 81,299 |
Deferred taxes | | 234,241 | | - | | - | | 234,241 |
| | | | | | | | |
TOTAL ASSETS | $ | 68,260,996 | $ | 1,885,509 | $ | 1,106,259 | $ | 71,252,764 |
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AIDA PHARMACEUTICAL, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2008
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| | AIDA HISTORICAL | | JSIM HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | $ | 2,507,271 | $ | - | $ | - | $ | 2,507,271 |
Other payables and accrued liabilities | | 2,866,252 | | 1,264,487 | | - | | 4,130,739 |
Advances for research and development | | 1,399,387 | | 5,065 | | - | | 1,399,387 |
Short-term debt | | 28,812,717 | | - | | - | | 28,817,718 |
Current portion of long-term debt | | 1,369,000 | | - | | - | | 1,369,000 |
Due to related parties | | 97,237 | | 17,089 | | - | | 114,326 |
Taxes payable | | 173,093 | | - | | - | | 173,093 |
Customer deposits | | 1,043,158 | | - | | - | | 1,043,158 |
Due to employees | | 66,740 | | - | | - | | 66,804 |
Deferred taxes | | 92,654 | | - | | - | | 92,654 |
Total current liabilities | | 38,427,509 | | 1,286,641 | | - | | 39,714,150 |
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LONG-TERM LIABILITIES | | | | | | | | |
Notes payable | | 384,187 | | - | | - | | 384,187 |
Deferred taxes | | 983,492 | | 72,730 | | 2,430,461 | | 3,486,683 |
Long term debt | | 6,835,465 | | - | | - | | 6,835,465 |
Total long-term liabilities | | 8,203,144 | | 72,730 | | 2,430,461 | | 10,706,335 |
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TOTAL LIABILITIES | | 46,630,653 | | 1,359,371 | | 2,430,461 | | 50,420,485 |
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MINORITY INTERESTS | | 8,407,675 | | - | | 198,868 | | 8,606,543 |
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SHAREHOLDERS’ EQUITY | | | | | | | | |
Common stock | | 27,000 | | 548,834 | | (548,834) | (2) | 27,000 |
Additional paid-in capital | | 5,204,352 | | - | | 257,918 | (1)/(2) | 5,462,270 |
Retained earnings | | 7,310,924 | | (69,346) | | (1,232,154) | (1)/(3) | 6,009,424 |
Accumulated other comprehensive income | | 680,392 | | 46,650 | | - | | 727,042 |
| | | | | | | | |
Total Shareholders’ Equity | | 13,222,668 | | 526,138 | | (1,523,070) | | 12,225,736 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 68,260,996 | $ | 1,885,509 | $ | - | $ | 70,146,505 |
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AIDA PHARMACEUTICAL, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008
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| | AIDA HISTORICAL | | JSIM HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
| | | | | | | | |
REVENUES, NET | $ | 7,652,017 | $ | 51 | $ | - | $ | 7,652,068 |
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COST OF GOODS SOLD | | (3,700,057) | | (63) | | - | | (3,700,120) |
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GROSS PROFIT (LOSS) | | 3,951,960 | | (12) | | | | 3,951,948 |
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Research and development | | 283,116 | | 46,312 | | - | | 329,428 |
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Selling and distribution | | 1,878,847 | | 708 | | - | | 1,879,555 |
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General and administrative | | 1,105,795 | | 92,671 | | 254,988 | (3) | 1,453,454 |
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INCOME (LOSS) FROM OPERATIONS | | 684,202 | |
(139,703) | | (254,988) | | 289,511 |
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OTHER INCOME (EXPENSES) | | | | | | | | |
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Interest expense, net | | (545,563) | | 848 | | - | | (544,715) |
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Government grants | | 2,792 | | - | | - | | 2,792 |
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Other, net | | 171,509 | | 202 | | - | | 171,711 |
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INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES | | 312,940 | |
(138,653) | | (254,988) | | (80,701) |
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INCOME TAXES | | (116,149) | | (1,020) | | - | | (117,169) |
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INCOME (LOSS) FROM OPERATIONS BEFORE MINORITY INTERESTS | | 196,791 | |
(139,673) | | (254,988) | | (197,870) |
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MINORITY INTERESTS | | (215,771) | | - | | (5,312) | (3) | (221,083) |
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NET LOSS | $ | (18,980) | $ | (139,673) | $ | (260,300) | $ | (418,953) |
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AIDA PHARMACEUTICAL, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
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| | AIDA HISTORICAL | | JSIM HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
| | | | | | | | |
REVENUES, NET | $ | 29,203,786 | $ | 466,013 | $ | - | $ | 29,669,799 |
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COST OF GOODS SOLD | | (14,510,682) | | (301,651) | | - | | (14,812,333) |
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GROSS PROFIT | | 14,693,104 | | 164,362 | | - | | 14,857,466 |
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Research and development | | 284,230 | | 15,104 | | - | | 299,334 |
Selling and distribution | | 4,731,711 | | 141,916 | | - | | 4,873,267 |
General and administrative | | 4,231,917 | | 421,903 | | 1,019,951 | (3) | 5,673,771 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS | | 5,445,246 | | (414,561) | | (1,019,951) | | 4,010,734 |
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OTHER INCOME (EXPENSES) | | | | | | | | |
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Interest expense, net | | (2,022,093) | | 12,823 | | - | | (2,009,270) |
Government grants | | 113,189 | | - | | - | | 113,189 |
Forgiveness of debt | | 114,173 | | - | | - | | 114,173 |
Return of sales commission | | 995,603 | | - | | - | | 995,603 |
Gain on sale of marketable securities | | 121,998 | | - | | | | 121,998 |
Loss on disposal of fixed assets | | - | | (42,172) | | - | | (42,172) |
Other, net | | (84,763) | | (21,047) | | - | | (105,810) |
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | 4,683,353 | |
(464,957) | | (1,019,951) | | 3,198,445 |
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INCOME TAXES | | (360,041) | | (1,783) | | - | | (361,824) |
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INCOME (LOSS) BEFORE MINORITY INTERESTS | | 4,323,312 | | (466,740) | | (1,019,951) | | 2,836,621 |
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DISCONTINUED OPERATIONS | | | | | | | | |
Loss on disposition of discontinued operations | | - | | (203,918) | | - | | (203,918) |
Income from discontinued operations | | - | | 156,121 | | | | 156,121 |
LOSS FROM DISCONTINUED OPERATIONS | | - | | (47,797) | | - | | (47,797) |
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MINORITY INTERESTS | | (1,583,487) | | (7,806) | | (21,249) | (3) | (1,612,542) |
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NET INCOME (LOSS) | $ | 2,739,825 | $ | (522,343) | $ | (1,041,200) | $ | 1,176,282 |
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BAS CONSULTING INC.
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
FOR THE PERIOD ENDED MARCH 31, 2008
(1)
The pro forma adjustment is to record patent, land use right and long-term investments to fair value from the allocation of purchase price. The revalued patent and land use right will result in a higher amortization expense of approximately $86,767 per annum calculated on a straight line basis with estimated useful lives of three to forty years. The net increase in depreciation is reflected in the accompanying unaudited pro forma condensed consolidated statements of income.
(2)
The pro forma adjustment is to eliminate the equity of the acquiree and goodwill is calculated based on the acquisition consideration less the net asset value of the acquiree.
(3)
The pro forma adjustment is to record the higher amortization expense resulted from the revalued patent and land use right.
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