EX-99.1 2 h02333exv99w1.htm EX-99.1 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MAR 31, 2008 EX-99.1 Unaudited financail statement
Exhibit 99.1 (ii)
HAI LAI EDUCATION TECHNOLOGY LIMITED
AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2008

 


 

HAI LAI EDUCATION TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share-related data)
ASSETS
         
    As of March 31, 2008
    RMB
CURRENT ASSETS
       
Cash and cash equivalents
    12,693  
Prepaid expenses and other current assets
    1,790  
 
       
Total Current Assets
    14,483  
 
       
PROPERTY AND EQUIPMENT, NET
    195,014  
 
       
OTHER ASSETS
       
Land use rights, net
    50,850  
 
       
TOTAL ASSETS
    260,347  
 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
       
CURRENT LIABILITIES
       
Deferred revenue
    35,452  
Dividends payable
    1,186  
Accrued expenses and other current liabilities
    49,405  
Income taxes payable
    12,909  
 
       
Total Current Liabilities
    98,952  
 
       
NON-CURRENT LIABILITIES
       
Notes payable
    78,400  
 
       
TOTAL LIABILITIES
    177,352  
 
       
 
       
COMMITMENTS AND CONTINGENCIES
     
 
       
SHAREHOLDERS’ EQUITY
       
Registered capital
    25,000  
Additional paid-in capital
    9,719  
Statutory reserve
    8,354  
Retained earnings
    39,922  
 
       
Total Shareholders’ Equity
    82,995  
 
       
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    260,347  
 
       

 


 

HAI LAI EDUCATION TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share-related data)
                 
    For the three months     For the three months  
    ended     Ended  
    March 31, 2008     March 31, 2007  
    RMB     RMB  
 
               
REVENUES
    25,064       17,998  
 
               
COST OF REVENUES
    (11,119 )     (8,174 )
 
           
 
               
GROSS PROFIT
    13,945       9,824  
 
           
 
               
OPERATING EXPENSES
               
 
               
General and administrative expenses
    (134 )     (121 )
 
           
 
               
INCOME FROM OPERATIONS
    13,811       9,703  
 
           
 
               
OTHER INCOME (EXPENSES)
               
 
               
Bank loan interest
          (328 )
 
               
Interest paid to a shareholder
          (465 )
 
               
Dividend received
          29  
 
               
Interest income
    6       106  
 
           
 
               
Total Other (Expenses) Income, net
    6       (658 )
 
           
 
               
INCOME BEFORE TAXES
    13,817       9,045  
 
               
INCOME TAX EXPENSE
    (2,078 )     (1,535 )
 
           
 
               
NET INCOME
    11,739       7,510  
 
           

 


 

HAI LAI EDUCATION TECHNOLOGY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share-related data)
                 
    For the three months   For the three months
    ended   ended
    March 31, 2008   March 31, 2007
    RMB   RMB
     
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net income
    11,739       7,510  
 
               
Adjusted to reconcile net income to cash provided by operating activities:
               
Depreciation
    4,157       3,266  
Amortization on land use rights
    267       252  
Changes in operating assets and liabilities
               
(Increase) decrease in:
               
Prepaid expenses and other current assets
    698       (2,843 )
Increase (decrease) in:
               
Deferred revenues
    (22,278 )     (16,856 )
Accrued expenses and other current liabilities
    (5,482 )     (6,723 )
Income taxes payable
    1,683       1,542  
 
               
 
               
Net cash used in operating activities
    (9,216 )     (13,852 )
 
               
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of fixed assets and land use rights
    (4,208 )     (2,508 )
 
               
 
               
Net cash used in investing activities
    (4,208 )     (2,508 )
 
               
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Repayment of notes payable
          (1,600 )
 
               
 
               
Net cash used in financing activities
          (1,600 )
 
               
 
               
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (13,424 )     (17,960 )
 
               
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    26,117       26,075  
 
               
 
               
CASH AND CASH EQUIVALENTS AT END OF PERIOD
    12,693       8,115  
 
               

 


 

HAI LAI EDUCATION TECHNOLOGY LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2008
1.   BASIS OF PREPARATION
      Hai Lai Education Technology Limited (“Hai Lai”) was incorporated on June 21, 2001 in the People’s Republic of China (“PRC”) as a limited liability company. The business activities of Hai Lai are science and education development and investment holding.
 
      Foreign Trade Business College of Chongqing Normal University (“FTBC”), a wholly owned subsidiary of Hai Lai, was incorporated in the PRC on June 28, 2001. FTBC is an education and career preparation college that offers bachelor degree and diploma courses in finance, economics, trade, tourism management, advertising, languages, information technology and music. Revenue is generated primarily from student tuition fees and student boarding charges.
 
      Hai Lai formed a wholly owned subsidiary, Hai Yuen Company Limited (“Hai Yuen’), in the PRC on July 30, 2007. Hai Yuen principally provides accommodation and catering services to students.
 
      Hai Lai, FTBC and Hai Yuen are hereinafter referred to as (“the Company”).
 
      The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
      The accompanying 2008 unaudited condensed consolidated financial statements include the financial statements of Hai Lai, its 100% owned subsidiaries FTBC and Hai Yuen.
 
      All significant inter-company transactions and balances have been eliminated in consolidation.
 
      The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
 
      In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments consisting only of normal recurring accruals considered necessary to present fairly the Company’s financial position at March 31, 2008, the results of operations for the three-month periods ended March 31, 2008 and 2007, and cash flows for the three months ended March 31, 2008. The results for the period ended March 31, 2008 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2008.

 


 

2.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
      In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115 ”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “ Accounting for Certain Investments in Debt and Equity Securities ” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of SFAS No. 159 did not have a material effect on the Company's financial statements.
 
      In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defined fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. In February 2008, the FASB released FASB Staff Position (FSP FAS 157-2 — Effective Date of FASB Statement No. 157), which delayed the effective date of SFAS No. 157 for all nonfinancial assets and liabilities, expect those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The effective date of SFAS No. 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15. 2008. The adoption of SFAS No. 157 is not expected to have a material effect on the Company's financial statements.
 
      In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “ Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 ”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial.

 


 

      In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We did not expect the adoption of SFAS 161 to have a material impact on our results of operations of financial condition.

 


 

3.   INCOME TAX
    The Company was incorporated in the PRC and is subject to PRC income tax which is computed according to the relevant laws and regulations in the PRC. The applicable tax rate has been 25% (2007 - 33%).
 
    Hai Yuen, wholly owned subsidiary of Hai Lai, was incorporated in Chongqing of the PRC and subject to PRC income tax which is computed according to the western development preferential policy. Hai Yuen is entitled to an income tax reduction. According to the document of reductions approved by the local tax bureau, the income tax rate was reduced from 25% (2007 - 33%) to 15% on a permanent basis.
 
    FTBC, wholly owned subsidiary of Hai Lai, was incorporated in Chongqing of the PRC and a PRC income tax is accrued at a rate of 15% according to the western development preferential policy.
4.   COMMITMENTS
    As at March 31, 2008, the Company had purchase commitments for capital projects in progress of approximately RMB270,000.

 


 

5.   SEGMENT INFORMATION
    The Company operates in one segment. The Company’s revenue and net income are derived from the operation of a university in the PRC. 100% of the Company’s assets were located in the PRC.
6.   SUBSEQUENT EVENTS
    On February 11, 2008, pursuant to an Acquisition Agreement, China Yu Pei Information Technology (Shanghai) Limited, a wholly owned subsidiary of ChinaCast Education Corporation acquired 80% of Hai Lai from Beijing Heng Tai Jufu Investment Limited for RMB480,000,000 (US$65,750,000). This transaction closed on April 11, 2008.