Exceed World, Inc.
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of Exceed World, Inc. (hereinafter referred to as "Exceed World", the "Company," "we," "our," "us" and similar terms unless the context indicates otherwise) and its wholly owned subsidiary (collectively referred to as the “Exceed World Group”) and Force International Holdings Limited ("Force Holdings"), which was incorporated in Hong Kong with limited liability and its subsidiaries (collectively referred to as the “Force Holdings Group”, together with the Exceed World Group known as the “Enlarged Group”), after giving effect to the merger of the Company and Force Holdings (the "Pro Forma Transaction"). The unaudited pro forma condensed combined financial information gives effect to the Pro Forma Transaction based on the assumptions, reclassifications, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet as of June 30, 2018 is presented as if the Pro Forma Transaction had occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2017 is presented as if the Pro Forma Transaction had occurred on October 1, 2016. The historical Force Holdings financial information is adjusted to conform to accounting principles generally accepted in the United States ("US GAAP") and Exceed World's financial presentation as set out in Note 3 to these unaudited pro forma condensed combined financial statements. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Pro Forma Transaction, (2) factually supportable, and (3) with respect to the condensed combined pro forma statement of operations, expected to have a continuing impact on the combined results.
We have accounted for the merger of Force Holdings in this unaudited pro forma condensed combined financial information using the merger accounting.
The unaudited pro forma adjustments are not necessarily indicative of or intended to represent the results that would have been achieved had the Pro Forma Transaction been consummated as of the dates indicated or that may be achieved in the future. The actual results reported by the combined companies in periods following the merger may differ significantly from those reflected in these unaudited pro forma condensed combined financial information for a number of reasons, including cost synergies and the effect of the incremental costs incurred to integrate the two companies.
The unaudited pro forma condensed combined financial information should be read in conjunction with (i) our historical audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended September 30, 2017, (ii) our historical unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the nine months ended June 30, 2018, (iii) the historical audited consolidated financial statements for the year ended September 30, 2017 and the historical unaudited condensed consolidated interim financial statements for the nine months ended June 30, 2018 of Force Holdings, which are included in this Form 8-K.
Exceed World, Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2018
| | | | Pro Forma Adjustments | |
| | Exceed World Group | Force Holdings Group | Note a | Note c | Note d | Enlarged Group |
| | US$ | US$ | US$ | US$ | US$ | US$ |
| | (Unaudited) | (Unaudited) | | | | (Unaudited) |
| | | | | | | |
| ASSETS | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | 31,839 | 13,773,034 | (31,839) | - | - | 13,773,034 |
| Marketable securities | - | 186,083 | - | - | - | 186,083 |
| Accounts receivable | 1,107 | 1,107 | (1,107) | - | - | 1,107 |
| Inventories, net | 78,570 | 496,669 | (78,570) | - | - | 496,669 |
| Prepaid expenses | 1,634 | 1,086,339 | (1,634) | - | - | 1,086,339 |
| Due from related parties | - | 24,076 | 26,000 | - | - | 50,076 |
| Other current assets | - | 285,498 | - | - | - | 285,498 |
| | | | | | | |
| Total current assets | 113,150 | 15,852,806 | (87,150) | - | - | 15,878,806 |
| Prepaid expenses | - | 347,806 | - | - | - | 347,806 |
| Deferred income tax assets | - | 271,027 | - | - | - | 271,027 |
| Fixed assets, net | - | 386,037 | - | - | - | 386,037 |
| Intangible assets, net | 633,656 | 3,050,098 | (633,656) | - | - | 3,050,098 |
| | | | | | | |
| Total assets | 746,806 | 19,907,774 | (720,806) | - | - | 19,933,774 |
| | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | |
| Liabilities | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable | 5,470 | 903,240 | (5,470) | - | - | 903,240 |
| Due to related parties | 252,214 | 775,042 | (252,214) | - | - | 775,042 |
| Accrued expenses | 995 | 55,639 | (995) | - | - | 55,639 |
| Deferred income | 807 | 3,102,770 | (807) | - | - | 3,102,770 |
| Other payables | - | 1,764,352 | - | - | - | 1,764,352 |
| Current portion of capital lease obligations | - | 9,535 | - | - | - | 9,535 |
| | | | | | | |
| Total current liabilities | 259,486 | 6,610,578 | (259,486) | - | - | 6,610,578 |
| Capital lease obligations, long-term portion | - | 45,340 | - | - | - | 45,340 |
| Long-term note payable | 497,018 | 497,018 | (497,018) | - | - | 497,018 |
| Long-term note payable – related party | 225,917 | - | (225,917) | - | - | - |
| Long term accrued interest | 5,799 | 5,799 | (5,799) | - | - | 5,799 |
| Long term deferred income | 2,396 | 2,396 | (2,396) | - | - | 2,396 |
| | | | | | | |
| Total liabilities | 990,616 | 7,161,131 | (990,616) | - | - | 7,161,131 |
| | | | | | | |
| Shareholders' (deficit) equity | | | | | | |
| Preferred stock | - | - | - | - | - | - |
| Common stock | 2,000 | 2,577,000 | - | 1,270 | (2,577,000) | 3,270 |
| Additional paid-in capital | 12,847 | (2,438,979) | - | (1,270) | 2,577,000 | 149,598 |
| (Accumulated deficit) Retained earnings | (259,565) | 12,370,826 | 207,638 | - | - | 12,318,899 |
| Accumulated other comprehensive income | 908 | 299,968 | - | - | - | 300,876 |
| | | | | | | |
| Total shareholders' (deficit) equity attributable to owners of the company | (243,810) | 12,808,815 | 207,638 | - | - | 12,772,643 |
| Non-controlling interests | - | (62,172) | 62,172 | - | - | - |
| | | | | | | |
| Total shareholders' (deficit) equity | (243,810) | 12,746,643 | 269,810 | - | - | 12,772,643 |
| | | | | | | |
| Total liabilities and shareholders' equity | 746,806 | 19,907,774 | (720,806) | - | - | 19,933,774 |
Exceed World, Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2017
| | | Pro Forma Adjustments | |
| | Exceed World Group | Force Holdings Group | Note b | Note b | Note c | Enlarged Group |
| | US$ | US$ | US$ | US$ | | US$ |
| | (Audited) | (Audited) | | | | (Unaudited) |
| Revenues | 30,273 | 36,860,282 | - | (30,273) | | 36,860,282 |
| Cost of revenues | (42,524) | (22,219,015) | - | 42,524 | | (22,219,015) |
| | | | | | | |
| Gross (loss) profit | (12,251) | 14,641,267 | - | 12,251 | | 14,641,267 |
| | | | | | | |
| Operating expenses | | | | | | |
| Selling, general & administrative expenses | (45,263) | (10,841,436) | - | 45,263 | | (10,841,436) |
| | | | | | | |
| Total operating expenses | (45,263) | (10,841,436) | - | 45,263 | | (10,841,436) |
| | | | | | | |
| (Loss) profit from operations | (57,514) | 3,799,831 | - | 57,514 | | 3,799,831 |
| | | | | | | |
| Other (expense) income | | | | | | |
| Interest expense | (3,929) | (2,801) | - | 3,929 | | (2,801) |
| Change in fair value of marketable securities | - | 130,280 | - | - | | 130,280 |
| Other income | - | 158,856 | - | - | | 158,856 |
| Gain on disposal of a subsidiary | - | - | 56,363 | - | | 56,363 |
| | | | | | | |
| Total other (expense) income | (3,929) | 286,335 | 56,363 | 3,929 | | 342,698 |
| | | | | | | |
| (Loss) income before income taxes | (61,443) | 4,086,166 | 56,363 | 61,443 | | 4,142,529 |
| Income tax expense | - | (533,439) | - | - | | (533,439) |
| | | | | | | |
| Net (loss) income | (61,443) | 3,552,727 | 56,363 | 61,443 | | 3,609,090 |
| | | | | | | |
| Net (loss) income attributable to common stockholders | (61,443) | 3,564,307 | 56,363 | 61,443 | | 3,620,670 |
| Net loss attributable to non-controlling interests | - | (11,580) | - | - | | (11,580) |
| Net (loss) income | (61,443) | 3,552,727 | 56,363 | 61,443 | | 3,609,090 |
| | | | | | | |
| Earnings (loss) per share | | | | | | |
| Basic and Diluted (Note e) | 0.00 | | | | | 0.11 |
| | | | | | | |
| Weighted average common stock | 20,000,000 | | | | 12,700,000 | 32,700,000 |
Notes to Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information are based on the historical consolidated financial statements of Exceed World and Force Holdings for the year ended September 30, 2017, and the historical condensed consolidated financial statements of Exceed World and Force Holdings for the nine months ended June 30, 2018, after giving effect to the Pro Forma Transaction. As used herein, the term “Pro Forma Transaction” refers to the following: (i) the disposal of Exceed World by Force Holdings Group on September 26, 2018, and followed by the acquisition of Force Holdings Group by Exceed World on the same date, as further defined in the Share Purchase Agreement filed in Exceed World’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2018.
The unaudited pro forma condensed combined balance sheet as of June 30, 2018 is presented as if the Pro Forma Transaction occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2017 is presented as if the Pro Forma Transactions occurred on October 1, 2016, the first day of Exceed World’s fiscal year ended September 30, 2017.
The unaudited pro forma condensed combined financial information have been presented for informational purposes only. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the transactions, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information are not intended to represent or be indicative of the combined company’s results of operations or financial position that would have been reported had the Pro Forma Transaction been completed as of the dates presented, and should not be taken as a representation of the combined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial information do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined companies or the costs necessary to achieve these cost savings and operating synergies.
| | 2. | Description of Transaction |
On September 26, 2018, e-Learning Laboratory Co., Ltd. (“e-Learning”), a direct wholly owned subsidiary of Force Holdings, entered into a share purchase agreement with Force Internationale Limited (“Force Internationale”), the sole shareholder of Force Holdings, in which e-Learning agreed to sell and Force Internationale agreed to purchase 74.5% equity interest of Exceed World at a cash consideration of US$26,000.
On September 26, 2018, the same date, Force Internationale entered into a share purchase agreement with Exceed World, in which Force Internationale agreed to sell and Exceed World agreed to purchase 100% equity interest of Force Holdings at a consideration of US$12,700,000 by issuance of 12,700,000 common stock at US$1 each.
During the preparation of this unaudited pro forma combined financial information, we performed an analysis of Force Holdings Group’s financial information to identify differences in their financial statements’ presentation compared with the presentation of Exceed World Group. At the time of preparing the unaudited pro forma combined financial information, other than the adjustments made herein, the Company is not aware of any other material reclassification differences.
Refer to the tables below for a summary of reclassification adjustments made to present Force Holdings Group’s consolidated statement of profit and loss and other comprehensive income for the year ended September 30, 2017, in conformity with that of Exceed World:
| Presentation in Unaudited Pro Forma Combined Financial Information | Amount US$ | Presentation in Force Holdings Group’s IFRS financial statements |
| Cost of revenues | 22,219,015 | Cost of sales |
| Selling, general and administrative expenses | 1,120,970 | Selling and distributions expenses |
| Selling, general and administrative expenses | 9,720,466 | Administrative expenses |
| Change in fair value of marketable securities | 130,280 | Change in fair value of investment held for trading |
| Interest expense | 2,801 | Finance costs |
Force Holdings’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Exceed World has performed a preliminary review of Force Holdings’s accounting policies based on available information and discussions with Force Holdings’s management to determine whether any adjustments were necessary to ensure the comparability in the pro forma condensed combined financial statements with Exceed World’s accounting policies and with U.S. Generally Accepted Accounting Principles. Exceed World is not aware of any differences, at this time, that would have a material impact on the pro forma condensed combined financial statements. After the acquisition, Exceed World will perform a more detailed review of Force Holdings’s accounting policies. As a result of that review, differences in accounting policies may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.
| | 5. | Unaudited Pro Forma Adjustments |
The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:
| | (a) | This adjustment reflects the disposal of 74.5% equity interest of Exceed World by Force Holdings Group at a cash consideration of US$26,000 as if the disposal was occurred on June 30, 2018. The gain on disposal, which is recognized in profit or loss, is calculated as follow: |
| | US$ |
| Cash consideration received | 26,000 |
| Total identifiable net liabilities disposed of | 243,810 |
| Non-controlling interests | (62,172) |
| Gain on disposal | 207,638 |
The amount US$26,000 was paid by Force Holdings on behalf of Force Internationale to e-Learning and there is no cash flow effect.
| | (b) | This adjustment reflects the disposal of 74.5% equity interest of Exceed World by Force Holdings Group at a cash consideration of US$26,000 as if the disposal was occurred on October 1, 2016, and the deconsolidation of the result of Exceed World Group by Force Holdings Group on October 1, 2016. The gain on disposal, which is recognized in profit or loss, is calculated as follow: |
| | US$ |
| Cash consideration received | 26,000 |
| Total identifiable net liabilities disposed of | 30,577 |
| Non-controlling interests | (214) |
| Gain on disposal | 56,363 |
| | (c) | This adjustment reflects the consideration paid for the acquisition of Force Holdings Group by Exceed World at the consideration of US$12,7000,000 which will be satisfied by way of issuance of a total of 12,700,000 consideration shares (the “Consideration Shares”) by Exceed World to Force Internationale, at an issue price of US$1 per Consideration Share. As the fair value of the Consideration Shares at the date of completion of the Pro Forma Transaction (the “Completion Date”) may be substantially different from the closing price of the Company’s common stock at June 30, 2018, the actual fair value of the consideration may be different from those presented in the Unaudited Pro Forma Financial Information. |
The effect to the Company’s common stock and additional paid-in capital in respect of the issue of 12,700,000 Consideration Shares by the Company with par value of US$0.0001 per share as follows:
| | US$ |
| Common stock | |
| - Issuance of Consideration Shares | |
| (being 12,700,000 shares of US$0.0001 each) | 1,270 |
| | |
| Additional paid-in capital | |
| - Issuance of Consideration Shares | |
| (being 12,700,000 shares x (US$0.75* -US$0.0001 each) | 9,523,730 |
| Less: Merger effect (being 12,700,000 shares x US$0.75) | (9,525,000) |
| | (1,270) |
*: For the preparation of the unaudited pro forma condensed combined financial information, the Company has used the closing price of its shares at June 30, 2018 to calculate the fair value of the Consideration Shares.
On the completion date of the Pro Forma Transaction, the fair value of the Consideration Shares will have to be reassessed, based on the market price of the Company’s shares on the Completion Date.
| | (d) | This adjustment reflects the elimination of share capital of Force Holdings. |
| | (e) | Pro forma net income per weighted average common shares outstanding is determined by dividing the pro forma net income by the weighted average number of common shares outstanding for the period, assuming the closing of the transactions described in Note 2 occurred on October 1, 2016. |
