UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On March 12, 2021, the Company entered into a Securities Purchase
Agreement (the “SPA”) with Xxxx Xxxx Xxx, the founder,
Chairman and Chief Executive Officer of the Company, for four
proposed transactions, consisting of (i) purchase of certain
warrants (the “Warrants”) to purchase 1,500,000,000
shares of Alset International Limited (“Alset
International”), which was valued at $28,363,966; (ii)
purchase of all of the issued and outstanding stock of LiquidValue
Development Pte Ltd. (“LVD”), which was valued at
$173,395; (iii) purchase of 62,122,908 ordinary shares in True
Partners Capital Holding Limited (HKG: 8657) (“True
Partners”), which was valued at $6,729,629; and (iv) purchase
of 4,775,523 shares of the common stock of American Pacific Bancorp
Inc. (“APB”), which was valued at $28,653,138. The
total amount of above four transactions was $63,920,129, payable on
the Closing Date by the Company, in four convertible promissory
notes (collectively, the “Alset CPNs”). Subject to the
approval of the Company’s shareholders, the Alset CPNs shall
be convertible into shares of the Company’s common stock, par
value $0.001 per share, at a conversion price equal of $5.59 per
share. This conversion price is equivalent to the average of the
five closing share prices of the Company’s common stock
preceding January 4, 2021, as quoted by Bloomberg L.P.
The following unaudited pro forma combined financial statements
were prepared by applying certain pro forma adjustments to the
historical financial statements of the Company. The pro forma
adjustments give effect to the four transactions described
above.
The unaudited pro forma combined statements of operations for our
fiscal years ended December 31, 2020 and 2019, respectively, give
effect to the four transactions as if they had occurred on January
1st of each year.
We determined that the four transactions described above were
transactions between entities under common control, similar to a
pooling of interest under APB Opinion 16. FASB ASC Topic 805,
Business Combinations (“ASC 805”) provides guidance to
present financial statements.
These unaudited pro forma consolidated financial statements do not
purport to represent what our results of operations or financial
condition would have been had the four transactions actually
occurred on the assumed dates, nor do they purport to project our
results of operations or financial condition for any future period
or future date. You should read these unaudited pro forma combined
financial statements in conjunction with the historical financial statements, including the
related notes.
For the Years Ended December 31, 2020 and 2019
(Expressed in U.S. Dollars, except number of shares)
|
Alset EHome International 2020
|
American Pacific Bancorp 2020
|
Pro Forma Adjustments *
|
Pro Forma 2020
|
Alset EHome International 2019
|
American Pacific Bancorp 2019
|
Pro Forma Adjustments *
|
Pro Forma 2019
|
Revenue
|
(Audited)
|
(Audited)
|
|
(Unaudited)
|
(Audited)
|
(Audited)
|
|
(Unaudited)
|
Property
Sales
|
$13,643,689
|
$-
|
|
$13,643,689
|
$22,855,446
|
$-
|
|
$22,855,446
|
Biohealth
Product Sales
|
2,594,511
|
-
|
|
2,594,511
|
1,371,298
|
-
|
|
1,371,298
|
Others
|
-
|
-
|
|
-
|
31,209
|
-
|
|
31,209
|
Total
Revenue
|
16,238,200
|
-
|
|
16,238,200
|
24,257,953
|
-
|
|
24,257,953
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
Cost of
Sales
|
12,085,574
|
-
|
|
12,085,574
|
19,968,757
|
-
|
|
19,968,757
|
General and
Administrative
|
5,843,067
|
369,882
|
261,739
|
6,474,688
|
5,860,144
|
347,489
|
232,266
|
6,439,899
|
Inventory
Written Off
|
-
|
-
|
|
-
|
141,265
|
-
|
|
141,265
|
Impairment of
Real Estate
|
-
|
-
|
|
-
|
5,230,828
|
-
|
|
5,230,828
|
Other
Operating Expenses
|
-
|
-
|
600,270
|
600,270
|
-
|
-
|
327,477
|
327,477
|
Total
Operating Expenses
|
17,928,641
|
369,882
|
|
19,160,532
|
31,200,994
|
347,489
|
|
32,108,226
|
|
|
|
|
-
|
|
|
|
|
Operating
Losses From Continuing Operations
|
(1,690,441)
|
(369,882)
|
|
(2,922,332)
|
(6,943,041)
|
(347,489)
|
|
(7,850,273)
|
|
|
|
|
|
|
|
|
|
Other Income
(Expense)
|
|
|
|
|
|
|
|
|
Interest
Income
|
16,321
|
49,020
|
|
65,341
|
52,145
|
48,582
|
|
100,727
|
Interest
Expense
|
(147,640)
|
-
|
|
(147,640)
|
(372,902)
|
-
|
|
(372,902)
|
Gain on
Disposal of Subsidiary
|
-
|
-
|
|
-
|
299,255
|
-
|
|
299,255
|
Net Gain in
the Unconsolidated Period
|
61,346
|
-
|
|
61,346
|
-
|
-
|
|
-
|
Foreign
Exchange Transaction Loss
|
(354,392)
|
-
|
|
(354,392)
|
(341,415)
|
-
|
|
(341,415)
|
Unrealized
Gain (Loss) on Securities Investment
|
(1,750,454)
|
55,788
|
(1,978,434)
|
(3,673,100)
|
320,032
|
(123,663)
|
|
196,369
|
Realized Gain
on Securities Investment
|
1,115
|
-
|
|
1,115
|
7,944
|
-
|
|
7,944
|
Loss on
Investment on Security by Equity Method
|
(227,643)
|
-
|
|
(227,643)
|
-
|
-
|
|
-
|
Other
Expense
|
|
(73,041)
|
|
(73,041)
|
-
|
-
|
|
-
|
Other
Income
|
119,334
|
2,581
|
543,490
|
665,405
|
17,414
|
1,490
|
115
|
19,019
|
Total
Other Income (Expense), Net
|
(2,282,013)
|
34,348
|
|
(3,682,609)
|
(17,527)
|
(73,591)
|
|
(91,003)
|
|
|
|
|
|
|
|
|
|
Net Loss from
Continuing Operations Before Income Taxes
|
(3,972,454)
|
(335,534)
|
|
(6,604,941)
|
(6,960,568)
|
(421,080)
|
|
(7,941,276)
|
|
|
|
|
-
|
|
|
|
|
Income Tax
Expense from Continuing Operations
|
(8,543)
|
-
|
|
(8,543)
|
(431,388)
|
-
|
|
(431,388)
|
|
|
|
|
|
|
|
|
|
Net Loss
Income from Continuing Operations
|
(3,980,997)
|
(335,534)
|
|
(6,613,484)
|
(7,391,956)
|
(421,080)
|
|
(8,372,664)
|
|
|
|
|
|
|
|
|
|
Loss from
Discontinued Operations, Net of Tax
|
(417,438)
|
-
|
|
(417,438)
|
(661,472)
|
-
|
|
(661,472)
|
Net
Loss
|
(4,398,435)
|
(335,534)
|
|
(7,030,922)
|
(8,053,428)
|
(421,080)
|
|
(9,034,136)
|
|
|
|
|
|
|
|
|
|
Net Loss
Attributable to Non-Controlling Interest
|
(1,881,559)
|
|
(45,498)
|
(1,927,057)
|
(2,822,963)
|
|
(57,098)
|
(2,880,061)
|
|
|
|
|
|
|
|
|
|
Net Loss
Income Attributable to Common Stockholders
|
$(2,516,876)
|
|
|
$(5,103,865)
|
$(5,230,465)
|
|
|
$(6,154,075)
|
|
|
|
|
|
|
|
|
|
Other
Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
Unrealized
Gain on Securities Investment
|
19,486
|
|
|
19,486
|
(55,213)
|
|
|
(55,213)
|
Foreign
Currency Translation Adjustment
|
1,148,898
|
|
|
1,148,898
|
10,028
|
|
|
10,028
|
Comprehensive
Loss
|
(3,230,051)
|
|
|
(5,862,538)
|
(8,098,613)
|
|
|
(9,079,321)
|
|
|
|
|
|
|
|
|
|
Comprehensive
Loss Attributable to Non-controlling Interests
|
(1,314,761)
|
|
(45,498)
|
(1,360,259)
|
(2,836,998)
|
|
(57,098)
|
(2,894,096)
|
|
|
|
|
|
|
|
|
|
Comprehensive
Loss Attributable to Common Stockholders
|
$(1,915,290)
|
|
|
$(4,502,279)
|
$(5,261,615)
|
|
|
$(6,185,225)
|
|
|
|
|
|
|
|
|
|
Net Income
(Loss) Per Share - Basic and Diluted
|
|
|
|
|
|
|
|
|
Continuing
Operations
|
$(0.27)
|
|
|
$(0.57)
|
$(0.47)
|
|
|
$(0.57)
|
Discontinued
Operations
|
$(0.03)
|
|
|
$(0.04)
|
$(0.05)
|
|
|
$(0.05)
|
Net Loss Per
Common Share
|
$(0.30)
|
|
|
$(0.61)
|
$(0.52)
|
|
|
$(0.61)
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Shares Outstanding - Basic and
Diluted
|
8,352,425
|
|
|
8,352,425
|
10,001,000
|
|
|
10,001,000
|
Unaudited Pro Forma Consolidated Balance
Sheets
|
Alset EHome International as Reported December 31,
2020
|
American Pacific Bancorp as Reported December 31, 2020
(1)
|
Pro Forma Adjustments *
|
Pro Forma December 31, 2020
|
Alset EHome International as Reported December 31,
2019
|
American Pacific Bancorp as Reported December 31, 2019
(1)
|
Pro Forma Adjustments *
|
Pro Forma December 31, 2019
|
Assets:
|
(Audited)
|
(Audited)
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
(Audited)
|
(Unaudited)
|
(Unaudited)
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash
|
$22,124,491
|
$1,848,455
|
$492,977
|
$24,465,923
|
$2,774,587
|
$449,115
|
$257,437
|
$3,481,139
|
Restricted
Cash
|
6,769,533
|
-
|
|
6,769,533
|
4,447,678
|
-
|
|
4,447,678
|
Account
Receivables, Net
|
1,366,194
|
-
|
|
1,366,194
|
170,442
|
-
|
|
170,442
|
Other
Receivables
|
270,222
|
279,177
|
95,177
|
644,576
|
681,677
|
256,140
|
|
937,817
|
Note
Receivables - Related Parties
|
624,986
|
24,583
|
|
649,569
|
-
|
-
|
|
-
|
Prepaid
Expenses
|
1,470,680
|
-
|
|
1,470,680
|
145,186
|
-
|
|
145,186
|
Inventory
|
90,068
|
-
|
|
90,068
|
116,698
|
-
|
|
116,698
|
Investment
in Securities at Fair Value
|
48,857,483
|
313,343
|
6,652,477
|
55,823,303
|
3,015,698
|
257,555
|
10,803,192
|
14,076,445
|
Investment
in Securities at Cost
|
280,516
|
-
|
|
280,516
|
200,128
|
-
|
|
200,128
|
Deposits
|
47,019
|
-
|
|
47,019
|
70,208
|
-
|
|
70,208
|
Current
Assets from Discontinued Operations
|
-
|
-
|
|
-
|
139,431
|
-
|
|
139,431
|
Total
Current Assets
|
81,901,192
|
2,465,558
|
|
91,607,381
|
11,761,733
|
962,810
|
|
23,785,172
|
|
|
|
|
|
|
|
|
|
Real
Estate
|
|
|
|
|
|
|
|
|
Properties
under Development
|
20,505,591
|
-
|
|
20,505,591
|
23,884,704
|
-
|
|
23,884,704
|
Operating
Lease Right-Of-Use Asset
|
574,754
|
-
|
|
574,754
|
146,058
|
-
|
|
146,058
|
Deposit
|
249,676
|
-
|
|
249,676
|
-
|
-
|
|
-
|
Loan
Receivable
|
-
|
840,000
|
|
840,000
|
-
|
-
|
|
-
|
Property and
Equipment, Net
|
85,365
|
-
|
|
85,365
|
80,285
|
-
|
|
80,285
|
Total
Assets
|
$103,316,578
|
$3,305,558
|
|
$113,862,767
|
$35,872,780
|
$962,810
|
|
$47,896,219
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity:
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
Payable and Accrued Expenses
|
$1,553,132
|
$117,188
|
|
$1,670,320
|
$3,995,001
|
$49,397
|
$2,972
|
$4,047,370
|
Accrued
Interest - Related Parties
|
-
|
-
|
|
-
|
834,536
|
-
|
|
834,536
|
Deferred
Revenue
|
2,867,226
|
-
|
|
2,867,226
|
258,594
|
-
|
|
258,594
|
Builder
Deposits
|
1,262,336
|
-
|
|
1,262,336
|
890,069
|
-
|
|
890,069
|
Operating
Lease Liability
|
381,412
|
-
|
|
381,412
|
58,865
|
-
|
|
58,865
|
Notes
Payable
|
172,706
|
-
|
|
172,706
|
157,105
|
-
|
|
157,105
|
Notes
Payable - Related Parties
|
1,526,208
|
-
|
64,743,952
|
66,270,160
|
410,000
|
-
|
66,185,213
|
66,595,213
|
Income
Tax Payable
|
-
|
-
|
|
-
|
420,327
|
-
|
|
420,327
|
Current
Liabilities from Discontinued Operations
|
-
|
-
|
|
-
|
7,021
|
-
|
|
7,021
|
Total
Current Liabilities
|
7,763,020
|
117,188
|
|
72,624,160
|
7,031,518
|
49,397
|
|
73,269,100
|
Long-Term
Liabilities:
|
|
|
|
|
|
|
|
|
Builder
Deposits
|
-
|
-
|
|
-
|
1,555,200
|
-
|
|
1,555,200
|
Operating
Lease Liability
|
193,342
|
-
|
|
193,342
|
91,330
|
-
|
|
91,330
|
Note
Payable, Net of Discount
|
636,362
|
-
|
|
636,362
|
-
|
-
|
|
-
|
Notes
Payable - Related Parties
|
-
|
-
|
|
-
|
4,971,401
|
-
|
|
4,971,401
|
Total
Liabilities
|
8,592,724
|
117,188
|
|
73,453,864
|
13,649,449
|
49,397
|
|
79,887,031
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
-
|
4,917
|
(4,917)
|
-**
|
-
|
-
|
|
|
Common
Stock
|
8,570
|
55,248
|
(55,248)
|
8,570**
|
10,001
|
50,331
|
(50,331)
|
10,001
|
Additional
Paid In Capital
|
97,950,440
|
4,142,448
|
(55,057,499)
|
47,035,389
|
54,263,717
|
1,541,791
|
(54,726,709)
|
1,078,799
|
Accumulated
Deficit
|
(43,010,991)
|
(1,014,243)
|
(2,733,485)
|
(46,758,719)
|
(40,494,115)
|
(678,709)
|
(469,780)
|
(41,642,604)
|
Accumulated
Other Comprehensive Income
|
2,153,318
|
-
|
(9,980)
|
2,143,338
|
1,468,269
|
-
|
(4,593)
|
1,463,676
|
Equity
Attributable to Stockholders of the Company
|
57,101,337
|
3,188,370
|
|
2,428,578
|
15,247,872
|
913,413
|
|
(39,090,128)
|
Non-controlling
Interests
|
37,622,517
|
-
|
357,808
|
37,980,325
|
6,975,459
|
-
|
123,857
|
7,099,316
|
Total
Stockholders' Equity
|
94,723,854
|
3,188,370
|
|
40,408,903
|
22,223,331
|
913,413
|
|
(31,990,812)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
$103,316,578
|
$3,305,558
|
|
$113,862,767
|
$35,872,780
|
$962,810
|
|
$47,896,219
|
*Proforma Adjustments:
(1)
4,775,523
common shares of APB represented 86.4% of APB’s total
outstanding shares as of March 12, 2021, the date the PSA was
entered with Xx. Xxxx Xxxx Xxx. In the Unaudited Proforma Financial
Statements, we assume the same ownership in the years of 2020 and
2019 and as of December 31, 2020 and 2019. We adjusted
non-controlling interest of APB in both Unaudited Pro Forma
Consolidated Balance Sheets and Unaudited Pro Forma Consolidated
Statements of Operations and Other Comprehensive Loss.
(2)
True
Partners Capital Holding Limited (HKG: 8657) started trading on
Hong Kong Stock Exchange at October 16, 2020. We assume the fair
value of 62,122,908 ordinary shares of Ture Partners was $8,629,280
on January 1, 2020 and 2019, the fair value on October 16, 2020,
which was calculated under the closing market price on that
day.
(3)
The Company started trading on November 24, 2020.
We assumed the market share price of the Company was $5.59 per
share or less, the conversion price on the four promissory notes,
as of January 1, 2020 and 2019. Based on this assumption, no
Beneficiary Conversion Feature (“BCF”) was recorded in
the pro forma financial statements. However, BCF may be recorded in
the future actual financial statements under ASU
2020-06, Debt—Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity and may have huge impact on the
future actual financial statements. Based on the Company’s stock price on March
12, 2021, the agreement date as the commitment date of BCF, the BCF
intrinsic value is approximately $50 million, which will be
recorded as debt discount and amortized on a monthly basis until
the expiration date of the promissory notes or the conversion date,
whichever is earlier.
**Preferred Stock and Common Stock
In
both Unaudited Pro Forma Consolidated Balance Sheets and Unaudited
Pro Forma Consolidated Statements of Operations and Other
Comprehensive Loss, we do not include the transaction that Xx. Xxxx
Xxxx Xxx exchanged his common stock to preferred stock on May 3,
2021. The management expects that he will convert the preferred
stock back to common stock in a short period.