SmartHeat, Inc.
and
Taiyu Machinery & Electronic Equipment Co., Ltd.
Pro Forma Combined Financial Statements
(unaudited)
Contents
Pro Forma Combined Financial Statements: | Page |
Pro Forma Combined Balance Sheet as of December 31, 2007 (unaudited) | F- 2 |
Pro Forma Combined Statements of Operations for the year ended December 31, 2006 (unaudited) | F- 3 |
Notes to Pro Forma Combined Financial Statements (unaudited) | F- 4 |
SMARTHEAT INC. (FKA: PACIFIC GOLDRIM RESOURCES, INC.)
AND TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD.
Pro forma Combined Balance Sheet
As of December 31, 2007
(unaudited)
| | | SmartHeat | | | Taiyu | | | Pro forma | | Pro forma | |
| | | | (1) | | | | (2) | | | Adjustments | | Combined | |
| | | (historical) | | (historical) | | | | | | | | |
| | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 7,632 | | | $ | 393,147 | | | $ | (7,632 | ) | (b) | | $ | 393,147 | |
| Restricted cash | | | | | | | 537,098 | | | | | | | | | 537,098 | |
| Accounts receivable, net | | | | | | | 4,762,822 | | | | | | | | | 4,762,822 | |
| Retentions receivable | | | | | | | 191,319 | | | | | | | | | 191,319 | |
| Inventory | | | | | | | 7,928,408 | | | | | | | | | 7,928,408 | |
| Advances to suppliers | | | | | | | 158,750 | | | | | | | | | 158,750 | |
| Other receivables | | | | | | | 766,231 | | | | | | | | | 766,231 | |
| Due from related parties | | | | | | | 118,560 | | | | | | | | | 118,560 | |
| | | | | | | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | | | 7,632 | | | | 14,856,335 | | | | (7,632 | ) | | | | 14,856,335 | |
| | | | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT, NET | | | | 2,040,809 | | | | | | | | | 2,040,809 | |
| | | | | | | | | | | | | | | | | | |
Accounts receivable, net | | | | | | | 949,998 | | | | | | | | | 949,998 | |
Retentions receivable | | | | | | | 169,309 | | | | | | | | | 169,309 | |
Intangible assets, net | | | | | | | 534,208 | | | | | | | | | 534,208 | |
| | | | | | | | | | | | | | | | | | |
TOTAL NONCURRENT ASSETS | | | | | | | 1,653,515 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 7,632 | | | $ | 18,550,659 | | | $ | (7,632 | ) | | | $ | 18,550,659 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 272 | | | $ | 3,128,585 | | | $ | (272 | ) | (b) | | $ | 3,128,585 | |
| Customer deposits | | | | | | | 3,125,406 | | | | | | | | | 3,125,406 | |
| Other payables | | | | | | | 807,700 | | | | | | | | | 807,700 | |
| Tax payable | | | | | | | 503,010 | | | | | | | | | 503,010 | |
| Due to related party | | | | | | | 445,990 | | | | | | | | | 445,990 | |
| Loan payable | | | | | | | 4,619,856 | | | | | | | | | 4,619,856 | |
| | | | | | | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 272 | | | | 12,630,547 | | | | (272 | ) | | | | 12,630,547 | |
| | | | | | | | | | | | | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | |
| Common Stock | | | 6,549 | | | | | | | | 16,000 | | (a) | | | 22,549 | |
| Additional paid in capital | | | 38,426 | | | | 3,120,632 | | | | (60,975 | ) | (a) | | | 3,098,083 | |
| Statutory reserve | | | (37,615 | ) | | | 506,532 | | | | 37,615 | | | | | 506,532 | |
| Accumulated other comprehensive income | | | | 473,859 | | | | | | | | | 473,859 | |
| Retained earnings | | | | | | | 1,819,089 | | | | | | | | | 1,819,089 | |
| | | | | | | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY | | | 7,360 | | | | 5,920,112 | | | | (7,360 | ) | | | | 5,920,112 | |
| | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 7,632 | | | $ | 18,550,659 | | | $ | (7,632 | ) | | | $ | 18,550,659 | |
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| | | | | | | | | | | | | | | | | | |
(1) | Source: unaudited financial statements of SmartHeat Inc. (FKA: Pacific Goldrim Resources, Inc.) as of January 31, 2008 as filed in Quarterly Report on Form 10QSBfiled with the SEC on March 04, 2008. | |
(2) | Source: audited financial statements of Taiyu Machinery & Electronic Equipment Co., Ltd. as of December 31, 2007 included in this 8-K. | |
(a) | After cancellation of 2,500,000 shares by the old shareholders of Smartheat and issuance of 18,500,000 shares to the shareholder of Taiyu,total shares outstanding after the reverse merge is 22,549,900. | |
(b) | Spin off of Smartheat's assets and liabilities to shareholder as consideration of cancellation of shares. | |
| | | | | | | | | | | | | | | | | | |
See accompanying notes to pro forma combined financial statements | | | | | | |
| | | | | | | | | | | | | | | | | | |
SMARTHEAT INC. (FKA: PACIFIC GOLDRIM RESOURCES, INC.)
AND TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD.
Pro forma Combined Statement of Operations
As of December 31, 2007
(unaudited)
| | SmartHeat | | | Taiyu | | | Pro forma | | | Pro forma | |
| | | (1) | | | | (2) | | | Adjustments | | | Combined | |
| | (historical) | | | (historical) | | | | | | | |
| | | | | | | | | | | | | | |
Net Revenue | | $ | - | | | $ | 13,273,151 | | | $ | - | | | $ | 13,273,151 | |
| | | | | | | | | | | | | | | | |
Cost of Revenue | | | - | | | | 8,667,353 | | | | | | | | 8,667,353 | |
| | | | | | | | | | | | | | | | |
Gross Profit | | | - | | | | 4,605,798 | | | | - | | | | 4,605,798 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Selling expenses | | | - | | | | 1,681,624 | | | | | | | | 1,681,624 | |
General and administrative expenses | | | 30,456 | | | | 687,466 | | | | | | | | 717,922 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 30,456 | | | | 2,369,090 | | | | - | | | | 2,399,546 | |
| | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (30,456 | ) | | | 2,236,708 | | | | - | | | | 2,206,252 | |
| | | | | | | | | | | | | | | | |
Non-operating income (expenses): | | | | | | | | | | | | | | | | |
Interest income | | | | | | | 175,084 | | | | | | | | 175,084 | |
Interest expense | | | | | | | (230,905 | ) | | | | | | | (230,905 | ) |
Other income | | | | | | | 45,126 | | | | | | | | 45,126 | |
Other expenses | | | | | | | (16,939 | ) | | | | | | | (16,939 | ) |
Subsidy income | | | | | | | 52,591 | | | | | | | | 52,591 | |
| | | | | | | | | | | | | | | | |
Total non-operating income | | | - | | | | 24,957 | | | | - | | | | 24,957 | |
| | | | | | | | | | | | | | | | |
Income before income tax | | | (30,456 | ) | | | 2,261,665 | | | | | | | | 2,231,209 | |
| | | | | | | | | | | | | | | | |
Income tax expense | | | - | | | | (175,647 | ) | | | | | | | (175,647 | ) |
| | | | | | | | | | | | | | | | |
Income after income tax | | | (30,456 | ) | | | 2,086,018 | | | | | | | | 2,055,562 | |
| | | | | | | | | | | | | | | | |
Minority interest | | | - | | | | 1,873 | | | | | | | | 1,873 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | (30,456 | ) | | $ | 2,087,891 | | | $ | - | | | $ | 2,057,435 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings per share | | $ | (0.00 | ) | | | | | | | | | | $ | 0.09 | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 6,549,900 | | | | | | | | | | | | 22,549,900 | |
| | | | | | | | | | | | | | | | |
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(1) Source: audited financial statements of SmartHeat Inc. (FKA: Pacific Goldrim Resources, Inc.) as of October 31, 2007 as filed in annual Report on Form 10KSB filed with the SEC on January 29, 2008. | |
(2) Source: audited financial statements of Taiyu Machinery & Electronic Equipment Co., Ltd. as of December 31, 2007 included in this 8-K. | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
See accompanying notes to pro forma combined financial statements | | | | | | | | | |
SmartHeat, Inc. and
Taiyu Machinery & Electronic Equipment Co., Ltd.
Notes to Pro forma Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
Pursuant to a share exchange agreement dated April 14, 2008, between SmartHeat Inc. ("SmartHeat"), formerly known as Pacific Goldrim Resources, Inc, and Taiyu Machinery & Electronic Equipment Co., Ltd. ("Taiyu"), SmartHeat issued 18,500,000 shares of its common stock to acquire Taiyu. Concurrent with the share exchange agreement, one of SmartHeat’s shareholder cancelled 2,500,000 shares out of 6,549,900 of total issued and outstanding shares of SmartHeat.
The accompanying pro forma consolidated balance sheet presents the accounts of SmartHeat and Taiyu as if the acquisition of Taiyu by SmartHeat occurred on December 31, 2007. The accompanying pro forma consolidated statements of operations present the accounts of SmartHeat and Taiyu for the year ended December 31, 2007 as if the acquisition occurred on January 1, 2007 for income statement purpose. For accounting purposes, the transaction is being accounted for as a recapitalization of Taiyu as Taiyu’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:
a. Recapitalization of Taiyu to account for issuance
· | of an aggregate of 18,500,000 shares of SmartHeat to the shareholders of Taiyu, |
· | the total issued and outstanding shares after the reverse merger were 22,549,900; |
b. Cancellation of 2,500,000 shares of SmartHeat
· | common stock owed by major shareholder, officers of Goldrim and |
· | public float as part of the transaction. The assets and liabilities of SmartHeat |
· | were spun off to the shareholder as consideration of the cancellation of |
· | 2,500,000 shares owned by the shareholder. |