Mountain China Resorts (Holding) Limited (TSX VENTURE:MCG) yesterday reported its financial results for the year ended December 31, 2013. MCR reports its results in Canadian Dollars.
Total revenue and the net results were from resort operations with no real estate sales revenue during the Reporting Period. For the year ended December 31, 2013, the Company generated revenues from resort operations of $8.85 million and a net loss of $44.07 million or $0.14 per share compared to revenue of $9.45 million and a net loss of $17.85 million or $0.06 per share in 2012. The increase of the net loss was due to the impairment loss of $22.80 million on the properties under construction (villas) that was recorded as of December 31, 2013 as the Company decided to temporarily cease investment in further construction and finalization of the villas.
Resort Operations EBITDA for 2013 was negative $0.72 million compared to $2.54 million last year. The reduction of EBITDA was mainly due to a series of unfavorable political policies issued by the Chinese central government in 2013 aimed at cutting budgets and tightening up spending on government and business reception and entertainment activities.
Resort operations expenses totaled $9.29 million for the year ended December 31, 2013 compared to $8.08 million in 2012. Operations expenses within the resorts are mainly attributable to snow making, grooming, staffing, fuel and utilities, which also include the G&A expenses relating to the resort's senior management, marketing and sales, information technology, insurance and accounting.
Other income totaled $0.61 million (2012: 2.68 million), which mainly consists of income recognized from the deposit by Club Med of $0.33 million. For the same period in 2012, a major component of other income included a $2.23 million insurance compensation received for the damage of Gondola B, and $0.31 million recognized from the deposit by Club Med.
Corporate general and administrative expenses ("G&A expenses") totaled $0.89 million for the year ended December 31, 2013 compared to $1.51 million in 2012. This amount mainly comprised executive employee costs, public company costs, and corporate information technology costs.
Depreciation and amortization expense from continuing operations totaled $11.60 million for the year ended December 31, 2013 compared to $11.18 million in 2012.
The Company incurred financing cost of $6.75 million during the year ended December 31, 2013 compared to $8.00 million in 2012. Financing costs mainly related to the loan interests, accretion expenses of convertible bonds, and also included bank administrative fee and service charge. The decrease in interest expense in 2013 was due to accretion costs of convertible bonds decreased as the three convertible bonds matured during the year ended December 31, 2013 and 2012.
Cash and cash equivalents totaled $8.29 million and working capital deficiency was $93.15 million as at December 31, 2013.
Operations Sun Mountain Yabuli
The Company's 2012-2013 Sun Mountain Yabuli Resort winter season operations commenced on November 24, 2012 and closed on March 24, 2013. The 2013-2014 winter season operations commenced on November 29, 2013 and closed on March 23, 2014. The revenue of Sun Mountain Yabuli Resort operation comprises mainly by mountain operation, beverage, skiing-related services and hotel lodging. Skiing-related services includes rental of ski equipment, goggles, lockers, gloves, etc, sales of ski equipment and skiing training services offered in the ski school. It also includes the mountain operation which is using the facilities built in the mountain, such as sight-seeing trams, snow tubing and alpine.
The Company reported decreased revenue in fiscal year 2013 and the decrease in the revenue was resulted from unfavorable political policies issued by Chinese central government in 2013 aimed at cutting budgets and tightening up spending on government and business reception and entertainment activities. However management believes that the downturn of 2013 operations compared to 2012 was only a temporary situation. As the general political environment gradually loosens and social atmosphere becomes less tense, those industries affected by these policies will recover and grow in the long run. Management provides a more detailed analysis on revenue and future prospects in its 2013 Management Discussion and Analysis.
Sun Mountain Yabuli - Real Estate Development
By the end of Fiscal 2010, the Company had finished working on the exterior decoration of the 55 villas of which three were completed with interior finishing. At this time of the reporting date, certain construction is still needed on the exterior grounds to complete lighting, roads and utility connections. The Company had not been successful in selling any of the villas. Management is of the opinion that in order to complete sales, it is necessary to first complete the exterior construction. Management estimated these additional construction costs to be at least $4.50 million.
In 2013, general political environment further affected tourism related real estate industry negatively. A few other similar projects in ski resort areas in China started marketing and the outcome were quite frustrating. Those projects include Qingyun Town in the Yabuli region, and real estate projects of Changbai Mountain. As of December 31, 2013, management was of the opinion that, even with additional costs to be invested to get the villas ready for sale, it is unlikely that the benefit will exceed the cost at this time. Therefore no further investment was made in 2013, and management did not expect any investment to be made in the near future. Judging from the current economic situation, management's opinion is that there is very limited net realizable value associated with the villas at the moment, and a full impairment of $22.80 million was recorded as of December 31, 2013.
Despite of the current difficulty, the Company does have confidence with its first of a kind skiing in and skiing out villas in China. And the Company will be reasonably flexible with its pricing when the market shows sign of a turn around. No other detail milestones for the above matter are available from the Company as the related government policies are set to be temporary but with durations undetermined.
Summary Financial Results
|(in thousands of Canadian dollars except for per share data)||For the year ended December 31, 2013||For the year ended December 31, 2012|
|General and administrative expenses||(892||)||(1,508||)|
|Depreciation and amortization||(11,604||)||(11,176||)|
|Total non-operating income and expenses||(31,788||)||(9,350||)|
|Deferred income tax recovery||39||133|
|Results of discontinued operation||-||-|
|Net loss per share (Basic and Diluted)||(0.14||)||(0.06||)|
|Weighted average number of shares outstanding(Basic and Diluted)||308,859,103||294,130,414|
Balance Sheet Key Indicators
|(in thousands of Canadian dollars except for ratios)||December 31, 2013||December 31, 2012|
|Total non-current liabilities||24,500||19,817|
|Total Debt to Total Equity Ratio||(20.59):1||3.85:1|
- Current ratio is defined as total current assets divided by total current liabilities
- Working capital is defined as total current assets less total current liabilities
- Total debt is defined as total current liabilities plus total non-current liabilities
- Total equity is equal to the total shareholders' equity
The Company has an accumulated deficit, a working capital deficiency and has defaulted on a bank loan, which casts substantial doubt on the Company's ability to continue as a going concern. The Company's ability to meet its obligations as they fall due and to continue to operate as a going concern is dependent on further financing and ultimately, the attainment of profitable operations. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company plans to fund its future operation by obtaining additional financing through loans and private placements and through the sale of the properties held for sale. However, there is no assurance that the Company will be able to obtain additional financing or sell the properties held for sale.
Despite of the financial difficulty posed by the overdue debts and continued loss, management is confident in the development of both the industry and the Company in the near future. The government of Heilongjiang Province had demonstrated strong incentive to support the skiing industry and the Company by increasing local infrastructure investment and providing potential bank loan interest subsidy scheme. In August 2013 the Company was notified by Harbin Commercial Bank that they had approved to extend the repayment schedule of its bank loan with an outstanding balance of $24.60 million (RMB 140 million) from three years to ten years. Revenue from Club Med in winter season had been growing steadily, and the Company will be the official partner and playing field of 2016 World Championships of Snowboarding. Management is also working on various means to attract new investment into the Company to complete the construction of villas and improve the capital structure of the Company.
|(in thousands of Canadian dollars)|
|Working capital (deficiency)||$||93,154||$||60,661|
In March 2014, Yabuli resorts defaulted on its fourth principal payment of $8.79 million (RMB 50 million) for the RMB 250 million bank loan with China Construction Bank.
2013 MAJOR CORPORATE DEVELOPMENTS
Revenue from Club Med declined in 2013 Summer and Winter Operations
In 2013, Club Med started its second summer operation from July 5th to August 18th, 2013 (44 days in total). In 2012, summer operations started on July 14th and ended on September 2nd (50 days in total). Revenue generated in the summer operations was $0.7 million (2012 - $1.14 million). The decrease in revenue and number of operation days was mainly attributable to Club Med opening its second resort in China (Club Med Guilin Resort) in September. As marketing activity for Club Med Guilin Resort started in advance, many guests were attracted to Guilin instead of Yabuli. Also, Chinese government issued a series of policies since March 2013 when the new generation of national leaders took office in the 12th People's Congress, which policies aimed at cutting budgets and tightening up spending on government and business reception and entertainment activities. As a result, consumptions in tourism and business reception and entertainment have dropped on a large scale, and operations of Club Med were negatively affected by this general social environment.
The 2013-2014 winter season operations commenced on November 29, 2013 and closed on March 23, 2014. Revenue from Club Med was reported to be declined in December 2013 compared to December 2012. With December being the traditional peak season for overseas customers in Christmas vacations, number of foreign guests decreased due to Club Med's shifted focus on more local customers and reducing its marketing activities in overseas markets. In February, 2014, spring festival vacations boosted sales in domestic market, and from the perspective of the entire winter season which closed in March, 2014, revenue was actually $0.3 million (RMB 1.67 million) higher than 2012-2013 winter operations.
Maturity of Bank Loan from Harbin Commercial Bank Extended to ten years
On February 14, 2012, the Company secured a bank loan for the amount of $24,598 (RMB 140 million) from Harbin Commercial Bank (the "Original HCB Loan"). The Original HCB Loan carries a three year-term with a maturity date of February 15, 2015. The interest rate is prime rate plus an additional 10% of the prime rate and is payable on a monthly basis commencing February 16, 2012. The principal of the Original HCB Loan was repayable in four installments starting with the first installment repayment due on August 15, 2013 and each subsequent installment repayment due every six months thereafter.
In order to improve the capital structure, management of the Company negotiated with the bank to extend the repayment schedule. In August 2013, the Company was notified by Harbin Commercial Bank that the bank had approved to extend the repayment schedule from three years to ten years (the "Adjusted HCB Loan"). According to the new arrangement the loan will mature in December, 2022. The first installment of $527 (RMB 3 million) is repayable in August 2013, and thereafter the Company will need to repay $2,460 (RMB 14 million) each year for eight consecutive years (RMB 0.2 million in December and 13.8 million in February), and $4,393 (RMB 25 million) in the final year (RMB 0.4 million in December and 24.6 million in February).
Updates on China Construction Bank Loan Defaults
On March 31, 2013 the Company defaulted on its third principal payment of $7.03 million (RMB 40 million) under its $43.93 million (RMB 250 million) loan agreement with the China Construction Bank ("Construction Bank"). According to the Loan Agreement between Yabuli and Construction Bank, Construction Bank has the right to accelerate Yabuli's obligation to repay the entire unpaid principal plus interest immediately and to take legal actions to enforce on the security. In August 2013 the Company was made aware that a formal prosecution has been brought by the bank to demand repayment. As of on December 31, 2013, the principal and interest owing was $46.86 million, and the collaterals associated with the loan agreement are made up of the Company's land use rights and property and equipment with a carrying value of approximately $55.65 million. The outcome of this lawsuit cannot be accurately estimated at the time. The company has been negotiating with the bank to arrange for a debt restructuring plan, and as of the reporting date, no consensus has been arrived yet. Although the bank informally expressed their intention to maintain normal operations of the Company, there is no assurance that they will not take further actions in the future.
Updates on Debt Restructuring
On February 8, 2012, the Company entered into a Debt Settlement Agreement with Melco Leisure and Entertainment Group Limited ("Melco" or "MLE") for the settlement of a loan in the principal of US$12 million made by Melco to the Company (the "MCR Loan") and a loan in the principal of US$11 million (the "MCRI Loan", and together with the MCR Loan, the "Melco Loans" or "MLE Loan") made by Melco to Mountain China Resorts Investment Limited ("MCRI"), the Company's Cayman subsidiary, both in 2008. On May 29, 2012, the Company and Melco entered into Amended and Restated Debt Settlement Agreement ("the Agreement") to clarify details of the loan settlement mechanism and procedures to implement the settlement of the Melco Loans. On July 10, 2012, during the Company's Annual General Meeting, the Company obtained Shareholder Approval on the Agreement. The transactions contemplated under the Agreement have been approved by the TSX Venture Exchange.
Detailed settlement arrangement can be found in Note 13 of 2013 Consolidated Financial Statements. Settlement procedures were started in the second quarter of 2013, and the Company paid $3,01 million to MLE on May 31, 2013 as a partial fulfilment to its cash repayment obligation specified in the Agreement. The Company also filed for issuance of 20,600,000 (the "Issuance I") and 19,444,444 (the "Issuance II") common shares to its subsidiary MCRI on July 2, 2013 and July 23, 2013 respectively. Subject to the agreement of MLE, the 20,600,000 shares issued in Issuance I are proposed to be transferred to MLE for full satisfaction of the MCRI Loan with the new principal amount of USD $14.9 million. According to the Company's initial contact with MLE, the US$3.5m Principal would be settled by conversion into 19,444,444 shares. Issuance II was then made for the purpose of settlement. However, after a series of negotiation, it is probable that management of MLE will choose to take up to the maximum of five villas on the basis of USD $0.7 million per villa for the settlement. Therefore, it is probable that the Issuance II will be later canceled accordingly. Furthermore, there is discrepancy in calculation of number of shares in relation to the Issuance II. As of the reporting date, the Company is still in negotiation with MLE on the details of the settlement.
Update on Changchun Resort
On November 17, 2010, the Company announced its updates with respect to certain developments that have taken place with respect to its Changchun Resort. The government of Erdao district of Changchun City in the Jilin province of the People's Republic of China (the "Erdao Government") holds the view that the Changchun Resort, is still owned by the government and it may, through Changchun Lianhua Mountain Agricultural Project Development Company Limited ("CCL Agricultural"), manage the same to the Company's exclusion. The Company disagrees with the Erdao Government's position. The Company had engaged Global Law Office, a reputable law firm in PRC, to do legal due diligence on the assets before they were acquired by the Company. Global Law Office had advised the Company that the assets acquired are not state-owned assets and the same may be validly transferred to the Company. Because of CCL Agricultural's and the Erdao Government's action, the Company has been deprived of management of the Changchun Resort.
As a result of the foregoing, the Company has lost control of the company itself and has therefore written off the full value of the assets and liabilities of Changchun Resort and reported it as a loss from discontinued operations as of December 31, 2010. In 2011, the Company commenced legal actions against the Erdao Government in an effort to regain control and ownership of the assets and operations.
The Company's legal department sent three letters of formal complaint to the Ministry of Commerce of the People's Republic of China in June 2012, the Erdao Government, and Jilin Lianhua Tourist Committee. Recently, the Ministry of Commerce of the People's Republic of China has assigned the case to the relevant authority called the Economic and Technological Cooperation Department of Jilin Province for handling. After a series of negotiations made and no consensus arrived, management had decided to start formal administrative prosecution process against the government. As at December 31, 2013, management had sent several additional letters of notice, but no formal prosecution has been started.
Senior Executive and Board Committee Change
On August 23, 2013, during the second quarter Board meeting, the Board resolved that Mr. Han Gang would replace Mr. Mao Zhenhua as the Company's CEO, and Mr. Shi Yang was appointed as the new CFO of the Company. Mr. Shi Yang is a Certified Public Accountant in China, and is experienced in corporate finance. It was also resolved that to improve the corporate governance structure of the Company, Mr. Wang Lian would replace Mr. Philip Li as the chairman of the Nomination Committee.
MCR is the premier developer of four season destination ski resorts in China. MCR is transforming existing China ski properties into world-class, four seasons luxury mountain resorts with excellent real estate investment opportunities for discerning buyers. In February 2009, the Company's Sun Mountain Yabuli Resort was awarded Best Resort Makeover in Asia by TIME Magazine. Yabuli is also the permanent home of the China Entrepreneur's Forum the leading and most influential community of China's most distinguished and successful entrepreneurs and business leaders with over 5,000 members from across a variety of key industries.
Throughout this news release we use certain non-IFRS measures such as the term "EBIDTA" to analyze operating performance. We define EBITDA as operating revenues less operating expenses from continuing operations and therefore reflect earnings before interest, income tax, depreciation and amortization, non-controlling interest and any non-operating and non-recurring items. These non-IFRS measures do not have a standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures presented by other companies. These non-IFRS measures are referred to in this news release because we believe they are indicative measures of a company's performance and are generally used by investors to evaluate companies in the resort operations and resort development industries. Figures used in calculation of EBITDA are in compliance with IFRS, therefore no reconciliation is needed.
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