MCG Mountain China Resorts Holding Ltd

BEIJING, CHINA--(Marketwired - May 30, 2014) - Mountain China Resorts (Holding) Limited (TSX-VENTURE:MCG) ("MCR" or the "Company") today reported its financial results for the quarter ended March 31, 2014. MCR reports its results in Canadian Dollars.

Financial Results

The Company reported a 37% growth in revenue in the first quarter of 2014 compared to 2013. For the quarter ended March 31, 2014, the Company generated revenues from resort operations of $7.17 million and a net loss of $3.02 million or $0.01 per share compared to revenue of $5.25 million and a net loss of $3.39 million or $0.01 per share in 2013. Total revenue and the net results were from resort operations with no real estate sales revenue during the quarter ended March 31, 2014. Resort Operations EBITDA for 2014 first quarter was $2.79 million compared to $1.66 million last year.

Resort operations expenses totaled $4.38 million for the first quarter of 2014 compared to $3.57 million in 2013. The increase is proportionate to the growth in revenue. 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 $0.24 million (2013: 0.19 million), which mainly consists of income recognized from the deposit by Club Med of $0.09 million (2013 - $0.08 million).

Corporate general and administrative expenses ("G&A expenses") totaled $0.24 million for the quarter ended March 31, 2014 compared to $0.22 million in 2013. This amount mainly comprised executive employee costs, public company costs, and corporate information technology costs.

Depreciation and amortization expense from continuing operations totaled $3.02 million for the quarter ended March 31, 2014 compared to $3.39 million in 2013.

The Company incurred financing cost of $1.69 million during the quarter ended March 31, 2014 compared to $1.94 million in 2013. 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 2014 was due to (i) accretion costs of convertible bonds decreased as the three convertible bonds matured during the year ended December 31, 2013 and 2012. (ii) repayment of $3.02 million (RMB 17 million) of Harbin Commercial Bank Loan in 2013 and first quarter of 2014.

Cash and cash equivalents totaled $6.95 million and working capital deficiency was $96.33 million as at March 31, 2014.

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. In comparison, 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 a 37% growth in revenue in the first quarter of 2014 compared to 2013. While ClubMed changed its sales strategy to focus on domestic market in China in 2013-2014 winter season, management also has been seeking to improve continuously the service quality as well. In February 2014, the Spring Festival vacations boosted sales in China, and total revenue made in the first quarter reached $7.17 million compared to $5.25 million in 2013. Management provides a more detailed analysis on revenue and future prospects in its 2014 Interim 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 environment, management's opinion is that there is very limited recoverable amount associated with the villas at the moment, and an impairment of $22.80 million was provided and reduced the carrying value of properties under construction to $1 as of December 31, 2013. As at March 31, 2014, the book value of properties under construction was still $1.

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.

Financial Highlights

Summary Financial Results

Balance Sheet Key Indicators

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. 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.

SUBSEQUENT EVENTS

There has been no substantial subsequent event up to the reporting date.

2014 MAJOR CORPORATE DEVELOPMENTS

Resort Revenue increased by 37% in the first quarter of 2014 compared to 2013

The 2013-2014 winter season operations commenced on November 29, 2013 and closed on March 23, 2014 (115 days in total). The 2012-2013 winter season operations commenced on November 30, 2012 and closed on March 14, 2013 (105 days in total). Despite of the unfavorable social and political atmosphere in China to reduce spending on business receptions and entertainment, the Company is pleased to report a significant 37% growth in revenue compared to last year. While ClubMed changed its sales strategy to focus on domestic market in China in 2013-2014 winter season, management also has been seeking to improve continuously the service quality as well. In February 2014, the Spring Festival vacations boosted sales in China, and total revenue made in the first quarter reached $7.17 million compared to $5.25 million in 2013.

The Company will carry out its third summer operations starting from June 28th, 2014, for a duration of approximately two months. Management is confident in its effort to continue growth by keeping up the service standards and providing more entertaining recreational activities in the summer of 2014.

Updates on China Construction Bank Loan Defaults

In March, 2014 the Company defaulted on its fourth principal payment of $8.89 million (RMB 50 million) under its $44.45 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. The Company received a statement of claim demanding repayment in June 2013. As of March 31, 2014, the principal and interest owing was $48.36 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 $56.14 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 Harbin Commercial Bank Loan

On February 14, 2012, the Company secured a bank loan for the amount of $24,892 (RMB 140 million) from Harbin Commercial Bank (the "Original HCB Loan").

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) was repayable in August 2013, and thereafter the Company will need to repay $2,489 (RMB 14 million) each year for eight consecutive years (RMB 0.2 million in December and 13.8 million in February), and $4,445 (RMB 25 million) in the final year (RMB 0.4 million in December and 24.6 million in February). On February 28th, 2014, the company made payment of $2,454 (RMB 13.8 million) as the third installment.

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 (the "MCR Loan") and a loan in the principal of US$11 million (the "MCRI Loan") made by Melco to the Company and MCRI. MCR Loan and MCRI loan (together "Melco Loans" or "MLE Loan") were borrowed 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 14 of 2013 Annual Consolidated Financial Statements. Settlement procedures were started in the second quarter of 2013, and the Company paid $3,01 million ($2.5 million of loan principal and $0.51 million of interest) 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, 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 as part of 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. Because of CCL Agricultural's and the Erdao Government's action, the Company has been deprived of management of the Changchun Resort. The Company engaged in discussions with the Erdao Government, Changchun Lianhua Mountain Sports & Travel Development Company Changchun Sports and CCL Agricultural with an aim of resolving this matter. As a result of the foregoing, the Company 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 has 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 as at reporting date, management had decided to start formal administrative prosecution process against the government. As at March 31, 2014, management had sent several letters of notice, but no formal prosecution has been started.

About MCR

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.

The TSX Venture Exchange nor its Regulation Services Provider has neither approved nor disapproved the contents of this press release.

The TSX Venture Exchange nor its Regulation Services Provider does not accept responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws, and actual results may vary from the forward-looking information. Implicit in this information are assumptions regarding future operations, plans, expectations, anticipations, estimates and intentions, such as the plans to develop the ski resorts in China. These assumptions, although considered reasonable by MCR at the time of preparation, may prove to be incorrect. Readers are cautioned that actual future operating results and economic performance of MCR are subject to a number of risks and uncertainties, including general economic, market and business conditions, uncertainty relating to land use rights in China, adverse industry events for the ski and real estate industries, real estate prices in general in China, MCR's ability to make and integrate acquisitions, the requirements of recent Chinese regulations relating to cross-border mergers and acquisitions, the inability to obtain required approvals or approvals may be subject to conditions that are unacceptable to the parties, changing industry and government regulation, as well as MCR's ability to implement its business strategies, dispose of assets or raise sufficient capital, MCR's ability to obtain additional financial resources and sufficient working capital, MCR's ability to complete the announced non-brokered private placement, seasonality, weather conditions, competition, currency fluctuations and other risks, and could differ materially from what is currently expected as set out above.

Forward-looking information contained in this press release is based on current estimates, expectations and projections, which MCR believes are reasonable as of the date of this press release. MCR uses forward-looking statements because it believes such statements provide useful information with respect to the operation and financial performance of MCR, and cautions readers that the information may not be appropriate for other purposes. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While MCR may elect to, it does not undertake to update this information at any particular time except as required by applicable law.

NON-IFRS MEASURES

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.

Mountain China Resorts (Holding) LimitedMr. Han GangChief Executive Officer and Director0086-10-6642-0868investor_relations@mountainchinaresorts.comwww.mountainchinaresorts.com

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