UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 19, 2010
Date of Report
AMINCOR, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49669 88-0376372
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL,
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (347) 821-3452
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 19, 2010, Amincor, Inc., a Nevada corporation (the "Company"), filed
a Current Report on Form 8-K (the "Initial 8-K") with the Securities and
Exchange Commission disclosing the Company's acquisition of Tyree Holdings
Corp., a Delaware Corporation ("Tyree").
In accordance with Item 9.01 (b) of Form 8-K, the Initial 8-K did not include
the unaudited pro forma combined financial information of the Company and Tyree
(collectively, the "Financial Information"), and instead contained an
undertaking to subsequently file the Financial Information. This amendment is
being filed for the purpose of satisfying the Company's undertaking to file the
Financial Information required by Item 9.01(a) and (b) of Form 8-K, and this
amendment should be read in conjunction with the Initial 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Unaudited condensed consolidated financial statements of Tyree Holdings Corp.
and Subsidiaries for the nine months ended September 30, 2010.
(b) PRO-FORMA FINANCIAL INFORMATION
The unaudited pro forma condensed consolidating balance sheets as of September
30, 2010, and the unaudited pro forma condensed consolidating statements of
operations for the year ended December 31, 2009, and the nine months ended
September 30, 2010.
TYREE HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(UNAUDITED)
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONTENTS
September 30, 2010
--------------------------------------------------------------------------------
Page
----
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheet 1-2
Condensed Consolidated Statement of Operations and Accumulated Deficit 3
Condensed Consolidated Statement of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5-8
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ 367,201
Accounts receivable, net of allowance for doubtful
accounts of $941,000 8,392,368
Inventory, net 3,092,962
Construction in process 11,362,631
Prepaid expenses and other current assets 58,731
------------
Total current assets 23,273,893
------------
PROPERTY AND EQUIPMENT, NET 2,600,011
------------
OTHER ASSETS:
Security deposits 124,975
Goodwill 7,575,500
Intangible assets, net 7,512,795
Deferred financing costs, net 358,582
------------
Total other assets 15,571,852
------------
Total assets $ 41,445,756
============
(Continued)
1
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
September 30, 2010
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,394,848
Accrued expenses and other current liabilities 2,108,315
Assumed liabilities - current portion 3,571,499
Senior credit facility - related party 5,087,158
Notes payable - current portion 304,159
Billings on construction 16,301,778
Deferred revenue 474,000
------------
Total current liabilities 36,241,757
------------
LONG-TERM LIABILITIES:
Assumed liabilities - net of current portion 75,866
Subordinated term loan - related party --
Notes payable - net of current portion 1,159,390
Other long-term liabilities 22,509
------------
Total long-term liabilities 1,257,765
------------
Total liabilities 37,499,522
------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, Series A, $0.001 par value per share;
50,000 shares authorized, 8,930 shares issued and outstanding 9
Common stock, $0.001 par value per share, 1,000,000 shares
authorized, 10,698 shares issued and outstanding 11
Additional paid-in capital 13,394,922
Accumulated deficit (9,448,708)
------------
Total stockholders' equity 3,946,234
------------
Total liabilities and stockholders' equity $ 41,445,756
============
The accompanying notes are an integral part of
these condensed consolidated financial statements.
2
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
Net revenues $ 30,370,792
Cost of revenues 23,919,081
------------
Gross profit 6,451,711
Selling, general and administrative 10,753,508
------------
Loss from operations (4,301,797)
Interest expense 794,283
------------
Net loss (5,096,080)
Accumulated deficit - beginning (4,352,628)
------------
Accumulated deficit - ending $ (9,448,708)
============
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(5,096,080)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 1,572,351
Gain on sale of equipment (9,476)
Provision for doubtful accounts (36,000)
Changes in other operating assets and liabilities 5,124,947
-----------
Net cash provided by operations 1,555,742
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (114,707)
Proceeds from sales of equipment 28,915
-----------
Net cash used in investing activities (85,792)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from the senior credit facility (490,512)
Net proceeds from notes payable (344,514)
Payments of assumed liabilities (590,619)
-----------
Net cash used in by financing activities (1,425,645)
-----------
Increase in cash 44,305
CASH, beginning of period 322,896
-----------
CASH, end of period $ 367,201
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 595,682
===========
Income taxes $ --
===========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
Tyree Holdings Corp. and Subsidiaries (the "Company") was formed in January 2008
and on January 17, 2008, acquired substantially all of the assets and assumed
the operations of Larry E. Tyree Co., Inc., Tyree Bros. Environmental Services,
Inc., The Tyree Organization, Ltd., Tyree Maintenance Company, Inc., and T.M.
Excavating Corp.
The Company operates two lines of business:
Environmental - Environmental consulting, site assessment, analysis and
management of site remediation for owners and operators of property with
petroleum storage facilities.
Services - Maintenance, repair and construction services provided principally to
the retail petroleum industry and other customers with underground petroleum
storage tanks and petroleum product dispensing equipment.
The Company markets its services throughout the Northeast, Mid-Atlantic and
Southern California regions of the United States to national and multinational
for-profit enterprises, as well as to local and national governmental agencies
and municipalities. The majority of the Company's revenue is derived from
customers in the Northeastern United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Tyree
Holdings Corp. and its wholly owned subsidiaries, Tyree Service Corp., Tyree
Environmental Corp. and Tyree Equipment Corp. All significant intercompany
transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and in accordance with Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results of operations
and financial position for the interim period have been included. The results of
operations for the interim period presented is not necessarily indicative of the
results of operations to be expected for the year. These condensed consolidated
5
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 2009 and for the period
January 18, 2008 (inception) through December 31, 2008.
Revenue Recognition
ENVIRONMENTAL
Environmental contracts are generally performed on a unit-price or time and
material basis and revenue is recognized as these services are rendered.
SERVICES
The Company performs maintenance and repair services for several retail
petroleum customers under multi-year, fixed unit price contracts. The Company
recognizes revenue as services are performed under the fixed price contracts.
Other maintenance and repair services are performed on a unit-price or time and
material basis and revenue is recognized as these services are rendered.
Revenue is recognized on fixed-priced construction contracts and modified
fixed-priced construction contracts on the completed contract method, whereby
revenue and cost from construction projects are recognized only when a project
has been substantially completed. Provisions for estimated losses on uncompleted
contracts are made when it is determined that a loss is probable. In the event a
provision for estimated losses is deemed necessary, the entire estimated loss is
recognized in the period in which the determination arises. In the consolidated
balance sheets, the asset "Construction in process" represents the direct cost
on uncompleted contracts and the liability "Billings on construction" represents
customer billing on uncompleted contracts.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the condensed unaudited consolidated financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include, but are not limited to, the
useful life of tangible assets, depreciation and amortization and inventory
obsolescence. Actual results could differ from these estimates.
3. SENIOR REVOLVING CREDIT AGREEMENT
The Company maintains a $15,000,000 revolving credit agreement with a related
party which expires on January 17, 2013. Borrowings under this agreement are
6
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
limited to 70% of eligible accounts receivable and the lesser of 50% of eligible
inventory or $4,000,000. The annual interest rate charged on this loan is 16%.
4. RELATED PARTY TRANSACTIONS
Entities that provide working capital to the Company or are holders of
subordinated promissory notes share common management or ownership with the
Company's majority stockholder. The total principal and accrued interest owed to
these related entities was $4,728,743 as of September 30, 2010. Interest expense
incurred to these related entities totaled $599,185 for the nine months ended
September 30, 2010.
The Company leases office and warehouse space from an entity controlled by
certain stockholders. Rents paid to this related entity totaled $208,358 for the
nine months ended September 30, 2010.
5. ACQUISITION
On January 28, 2010, the Company entered into a letter of intent to be acquired
by Amincor, Inc. ("Amincor"), a related party. Amincor is to acquire
substantially all of the issued and outstanding stock of the Company. On October
18, 2010, Amincor exercised its right under the letter of intent and acquired a
majority of the issued and outstanding stock in the Company.
6. LIQUIDITY
The Company incurred losses for the year ended December 31, 2009 and for the
period from January 18, 2008 (inception) through December 31, 2008 and for the
nine months ended September 30, 2010. In 2011, managements' intention is to
obtain a new lending credit facility from a financial institution which would
provide the Company with additional funds at a lower interest rate than its
current existing credit facility. In addition, the Company is currently
implementing a plan to increase its working capital, thereby improving its
liquidity. The Company will continue to utilize its senior revolving credit
facility while it negotiates with new lenders. Although management is confident
that it will succeed in negotiating financing for the Company, there are no
assurances that they will be successful in their endeavors. However, management
believes they have sufficient access to working capital to sustain operations
through September 30, 2011.
7
TYREE HOLDINGS CORP. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
7. SUBSEQUENT EVENTS
The Company has evaluated its subsequent events through December 23, 2010, the
date that the accompanying financial statements were available to be issued. The
Company had no additional subsequent events requiring disclosure.
8
AMINCOR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidating balance sheet as of
September 30, 2010 combines the consolidating historical balance sheet of
Amincor, Inc. and Subsidiary (the "Company" or "Amincor") as of September 30,
2010, and the balance sheets of Tyree Holdings Corp. ("Tyree"), as well as three
additional Amincor subsidiaries also acquired on October 18, 2010: Baker's
Pride, Inc. ("BPI"), Epic Sports International, Inc. ("Epic"), and Masonry
Supply Holding Corp. ("Masonry"). The pro forma condensed consolidating balance
sheets as of September 30, 2010 are presented under the "as if
pooling-of-interest method" of accounting, as the entities are under common
control, giving effect to the acquisition of BPI, Epic, Masonry, and Tyree,
pursuant to the letters of intent to acquire the outstanding stock, on October
18, 2010, as if it had occurred on September 30, 2010.
The following unaudited pro forma condensed consolidating statement of
operations for the year ended December 31, 2009 combines the historical
statement of operations of Amincor, Inc. for the year ended December 31, 2009
and the statements of operations of BPI, Epic, Masonry, Tulare Holdings, Inc.
("Tulare") and Tyree for the year ended December 31, 2009, giving effect to the
BPI, Epic, Masonry, Tulare and Tyree acquisitions as if it had occurred on
January 1, 2009.
The following unaudited pro forma condensed consolidating statement of
operations for the nine months ended September 30, 2010 combines the historical
consolidating statement of operations of Amincor, Inc. and Subsidiary for the
nine months ended September 30, 2010, and the statements of operations of BPI,
Epic, Masonry and Tyree for the nine months ended September 30, 2010, giving
effect to the BPI, Epic, Masonry and Tyree acquisitions as if it had occurred on
January 1, 2010.
The unaudited pro forma condensed consolidating financial statements have been
prepared giving effect to, among other things, the BPI, Epic, Masonry, and Tyree
acquisitions which will be accounted for as an "as if pooling-of-interest" in
accordance with ASC 805-50 for business combinations for entities under common
control. Since the Company and BPI, Epic, Masonry, and Tyree each deemed
entities under the common control of Amincor, the acquisition will be recorded
using the as if pooling-of-interest method and the financial information for all
periods presented subsequent to October 15, 2008 for BPI, September 19, 2008 for
Epic, December 31, 2009 for Masonry, and January 17, 2008 for Tyree, the dates
the entities came under common control, will be presented as if the entities had
been combined.
The unaudited pro forma condensed consolidating financial statements are based
on the estimates and assumptions set forth in the notes to such statements,
which have been made solely for purposes of developing such pro forma
information. The pro forma adjustments are based upon available information that
we believe is reasonable under the circumstances, and is subject to revision.
The unaudited pro forma condensed consolidating financial statements are
presented for informational purposes only, and we cannot assure you that the
assumptions used in the preparation of the unaudited pro forma condensed
consolidating financial statements will ultimately prove to be correct. The
unaudited pro forma information is not necessarily indicative of the financial
position or results of operations that may have actually occurred had the BPI,
Epic, Masonry, Tulare and Tyree acquisitions taken place on the dates noted or
the future financial position or operating results of the combined Company.
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS $ 7,412,357 $ 5,389,683 $ 878,033 $ 1,454,996
PROPERTY AND EQUIPMENT 362,366 143,292 15,554 2,025,925
INTANGIBLE ASSETS -- 13,921,971 551,873 968,025
OTHER ASSETS 306,667 -- 6,496 --
----------- ----------- ----------- -----------
TOTAL ASSETS $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $ 9,251,887 $ 5,556,234 $ 1,756,421 $ 3,106,402
LONG-TERM LIABILITIES -- -- 77,568 236,531
----------- ----------- ----------- -----------
TOTAL LIABILITIES 9,251,887 5,556,234 1,833,989 3,342,933
----------- ----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
NON-CONTROLLING INTERESTS -- -- -- --
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
ASSETS
CURRENT ASSETS $23,273,893 $ -- $38,408,962
PROPERTY AND EQUIPMENT 2,600,011 -- 5,147,148
INTANGIBLE ASSETS 15,088,295 -- 30,530,164
OTHER ASSETS 483,557 -- 796,720
----------- ----------- -----------
TOTAL ASSETS $41,445,756 $ -- $74,882,994
=========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $36,241,757 $ -- $55,912,701
LONG-TERM LIABILITIES 1,257,765 -- 1,571,864
----------- ----------- -----------
TOTAL LIABILITIES 37,499,522 -- 57,484,565
----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) 3,946,234 (1) (2,106,665) 15,291,764
NON-CONTROLLING INTERESTS -- (1) 2,106,665 2,106,665
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 3,946,234 -- 17,398,429
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $41,445,756 $ -- $74,882,994
=========== =========== ===========
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating balance sheets presents the
financial position of the Company on September 30, 2010, and Baker's Pride,
Inc., Epic Sports International, Inc., Masonry Supply Holding Corp., and Tyree
Holdings Corp. on September 30, 2010.
PRO FORMA ADJUSTMENT
(1) To record as of September 30, 2010 the non-controlling interests in equity:
Epic Sports International, Inc. $ (962,463)
Tyree Holdings Corp. (1,144,202)
-----------
$(2,106,665)
===========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
------------ ------------ ------------ ------------
NET REVENUES $ -- $ 13,345,574 $ 3,803,853 $ 10,126,542
COST OF REVENUES -- 9,154,517 2,654,319 9,642,659
------------ ------------ ------------ ------------
GROSS PROFIT -- 4,191,057 1,149,534 483,883
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES -- 4,319,410 2,416,120 3,132,827
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS -- (128,353) (1,266,586) (2,648,944)
NON-OPERATING EXPENSES -- 654,844 966,985 6,888,710
------------ ------------ ------------ ------------
NET LOSS $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ --
===========
DILUTED $ --
===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
===========
DILUTED 14,126,820
===========
TULARE HOLDINGS, TYREE HOLDINGS PRO FORMA PRO FORMA
INC. CORP. ADJUSTMENTS CONSOLIDATED
------------ ------------ ----------- ------------
NET REVENUES $ 11,324,456 $ 53,654,956 $ -- $ 92,255,381
COST OF REVENUES 10,919,274 44,234,184 -- 76,604,953
------------ ------------ ----------- ------------
GROSS PROFIT 405,182 9,420,772 -- 15,650,428
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,936,173 10,831,583 -- 22,636,113
------------ ------------ ----------- ------------
LOSS FROM OPERATIONS (1,530,991) (1,410,811) -- (6,985,685)
NON-OPERATING EXPENSES 5,884,810 1,203,353 -- 15,598,702
------------ ------------ ----------- ------------
NET LOSS $ (7,415,801) $ (2,614,164) $ -- $(22,584,387)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- (1) $ (726,430) $ (726,430)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ (7,415,801) $ (2,614,164) $ 726,430 $(21,857,957)
============ ============ =========== ============
TOTAL NET LOSS PER SHARE:
BASIC $ (1.55)
============
DILUTED $ (1.55)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
============
DILUTED 14,126,820
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the year ended December 31, 2009, and
Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply Holding
Corp., Tulare Holdings, Inc. and Tyree Holdings Corp. for the year ended
December 31, 2009.
PRO FORMA ADJUSTMENTS
(1) To record, for the year ended December 31, 2009, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(446,714)
Tyree Holdings Corp. (279,716)
---------
$(726,430)
=========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
NET REVENUES $ 8,514,015 $ 9,907,509 $ 2,809,986 $ 5,060,372
COST OF REVENUES 7,843,618 6,706,454 2,114,287 4,082,246
------------ ------------ ------------ ------------
GROSS PROFIT 670,397 3,201,055 695,699 978,126
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,775,890 3,052,829 1,855,173 2,478,294
------------ ------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS (1,105,493) 148,226 (1,159,474) (1,500,168)
NON-OPERATING EXPENSES 397,411 377,810 165,844 154,766
------------ ------------ ------------ ------------
NET LOSS $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ (0.05)
============
DILUTED $ (0.05)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 29,189,177
============
DILUTED 29,189,177
============
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
NET REVENUES
$ 30,370,792 $ -- $ 56,662,674
COST OF REVENUES
23,919,081 -- 44,665,686
------------ ------------ ------------
GROSS PROFIT
6,451,711 -- 11,996,988
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
10,753,508 -- 19,915,694
------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS
(4,301,797) -- (7,918,706)
NON-OPERATING EXPENSES
794,283 -- 1,890,114
------------ ------------ ------------
NET LOSS
$ (5,096,080) $ -- $ (9,808,820)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS
$ -- (1) $ (810,345) $ (810,345)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES
$ (5,096,080) $ 810,345 $ (8,998,475)
============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC
$ (0.34)
DILUTED ============
$ (0.34)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC
29,189,177
DILUTED ============
29,189,177
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the nine months ended September 30,
2010, and Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply
Holding Corp., and Tyree Holdings Corp. for the nine months ended September 30,
2010.
PRO FORMA ADJUSTMENT
(1) To record, for the nine months ended September 30, 2010, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(265,064)
Tyree Holdings Corp. (545,281)
---------
$(810,345)
=========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amincor, Inc.
(Registrant)
Date: December 28, 2010
/s/ Joseph F. Ingrassia
-----------------------------------
Joseph F. Ingrassia, Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 19, 2010
Date of Report
AMINCOR, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49669 88-0376372
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL,
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (347) 821-3452
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 19, 2010, Amincor, Inc., a Nevada corporation (the "Company"), filed
a Current Report on Form 8-K (the "Initial 8-K") with the Securities and
Exchange Commission disclosing the Company's acquisition of Masonry Supply
Holding Corp., a Delaware Corporation ("Masonry").
In accordance with Item 9.01 (b) of Form 8-K, the Initial 8-K did not include
the unaudited pro forma combined financial information of the Company and
Masonry (collectively, the "Financial Information"), and instead contained an
undertaking to subsequently file the Financial Information. This amendment is
being filed for the purpose of satisfying the Company's undertaking to file the
Financial Information required by Item 9.01(a) and (b) of Form 8-K, and this
amendment should be read in conjunction with the Initial 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Unaudited condensed consolidated financial statements of Masonry Supply Holding
Corp. and Subsidiary for the nine months ended September 30, 2010.
(b) PRO-FORMA FINANCIAL INFORMATION
The unaudited pro forma condensed consolidating balance sheets as of September
30, 2010, and the unaudited pro forma condensed consolidating statements of
operations for the year ended December 31, 2009, and the nine months ended
September 30, 2010.
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(UNAUDITED)
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
CONTENTS
September 30, 2010
--------------------------------------------------------------------------------
Page
----
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheet 1-2
Condensed Consolidated Statement of Operations and Accumulated Deficit 3
Condensed Consolidated Statement of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5-6
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ 85,930
Accounts receivable, net of allowance for doubtful accounts
of $143,000 701,764
Inventory, net 593,707
Prepaid expenses and other current assets 73,595
----------
Total current assets 1,454,996
----------
PROPERTY, PLANT AND EQUIPMENT, net 2,025,925
----------
OTHER ASSETS:
Goodwill 31,000
Intangible assets, net 937,025
----------
Total other assets 968,025
----------
Total assets $4,448,946
==========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
1
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
September 30, 2010
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,714,147
Accrued expenses and other current liabilities 180,086
Loans payable - related party 1,098,111
Capital lease obligations - current portion 114,058
-----------
Total current liabilities 3,106,402
-----------
LONG-TERM LIABILITIES:
Capital lease obligations - net of current portion 216,794
Customer deposits 19,737
-----------
Total long-term liabilities 236,531
-----------
Total liabilities 3,342,933
-----------
STOCKHOLDERS' EQUITY:
Common stock - authorized 1,500 shares $0.001 par value;
issued and outstanding - 150 shares --
Additional paid-in capital 2,760,947
Accumulated deficit (1,654,934)
-----------
Total stockholders' equity 1,106,013
-----------
Total liabilities and stockholders' equity $ 4,448,946
===========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
2
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
(UNAUDITED)
For the Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
NET SALES $ 5,060,372
COST OF SALES 4,082,246
-----------
Gross profit 978,126
SELLING, GENERAL AND ADMINISTRATIVE 2,478,294
-----------
Loss from operations (1,500,168)
INTEREST EXPENSE 154,766
-----------
Net loss (1,654,934)
ACCUMULATED DEFICIT - beginning --
-----------
ACCUMULATED DEFICIT - ending $(1,654,934)
===========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,654,934)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 273,514
Provision for doubtful accounts 10,289
Changes in other operating assets and liabilities 552,354
-----------
Net cash used in operations (818,777)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (121,534)
-----------
Net cash used in investing activities (121,534)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from loans payable 1,098,111
Principal payments of capital lease obligations (111,406)
-----------
Net cash provided by financing activities 986,705
-----------
Increase in cash 46,394
CASH, beginning of period 39,536
-----------
CASH, end of period $ 85,930
===========
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 154,766
===========
Income taxes $ --
===========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
4
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
Masonry Supply Holding Corp. ("Masonry") and Imperia Masonry Supply Corp.
("Imperia Masonry") (collectively, the "Company") were each incorporated on June
22, 2009 in the state of Delaware. The Company is a manufacturer specializing in
concrete block, lightweight block, and split face block for the construction
industry. The Company also supplies a wide array of other masonry and building
products and operates a retail home center, which sells hardware, masonry
materials and other building supplies to contractors and retail customers. The
Company supplies customers throughout the New York metropolitan area.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and in accordance with Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results of operations
and financial position for the interim period have been included. The results of
operations for the interim period presented is not necessarily indicative of the
results of operations to be expected for the year. These condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements for the years ended December 31, 2009 and 2008.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Masonry
and Imperia Masonry. All significant intercompany transactions have been
eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the condensed unaudited consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Significant estimates include, but are not limited to, useful lives of tangible
and intangible assets, depreciation and amortization, and allowances for
doubtful accounts and inventory obsolescence. Actual results could differ from
these estimates.
5
MASONRY SUPPLY HOLDING CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
3. LOAN PAYABLE - RELATED PARTY
The Company has entered into a purchase order financing agreement with a related
party which bears interest at 16% per annum. At September 30, 2010 the
outstanding balance was approximately $1.1 million and interest expense amounted
to approximately $42,000 for the nine months then ended.
4. ACQUISITION
On January 28, 2010, the Company entered into a letter of intent to be acquired
by Amincor, Inc. ("Amincor"), a related party. On October 18, 2010, Amincor
exercised its right under the letter of intent and acquired all of the issued
and outstanding stock of Company.
5. LIQUIDITY
The Company incurred losses and negative cash flows from operations for the nine
months ended September 30, 2010. In 2011, managements' intention is to raise
sufficient capital to upgrade the plant and equipment, allowing the Company to
be more competitive within the industry. In addition, the Company is currently
implementing a plan to increase working capital. Although management is
confident that they will secure new financing, there are no assurances that they
will be successful in their endeavors. However, management believes they have
sufficient access to working capital to sustain operations through September 30,
2011.
6. SUBSEQUENT EVENTS
The Company has evaluated its subsequent events through December 23, 2010, the
date that the accompanying financial statements were available to be issued. The
Company had no additional subsequent events requiring disclosure.
6
AMINCOR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidating balance sheet as of
September 30, 2010 combines the consolidating historical balance sheet of
Amincor, Inc. and Subsidiary (the "Company" or "Amincor") as of September 30,
2010, and the balance sheets of Masonry Supply Holding Corp. ("Masonry"), as
well as three additional Amincor subsidiaries also acquired on October 18, 2010:
Baker's Pride, Inc. ("BPI"), Epic Sports International, Inc. ("Epic"), and Tyree
Holdings Corp. ("Tyree"). The pro forma condensed consolidating balance sheets
as of September 30, 2010 are presented under the "as if pooling-of-interest
method" of accounting, as the entities are under common control, giving effect
to the acquisition of BPI, Epic, Masonry, and Tyree, pursuant to the letters of
intent to acquire the outstanding stock, on October 18, 2010, as if it had
occurred on September 30, 2010.
The following unaudited pro forma condensed consolidating statement of
operations for the year ended December 31, 2009 combines the historical
statement of operations of Amincor, Inc. for the year ended December 31, 2009
and the statements of operations of BPI, Epic, Masonry, Tulare Holdings, Inc.
("Tulare") and Tyree for the year ended December 31, 2009, giving effect to the
BPI, Epic, Masonry, Tulare and Tyree acquisitions as if it had occurred on
January 1, 2009.
The following unaudited pro forma condensed consolidating statement of
operations for the nine months ended September 30, 2010 combines the historical
consolidating statement of operations of Amincor, Inc. and Subsidiary for the
nine months ended September 30, 2010, and the statements of operations of BPI,
Epic, Masonry and Tyree for the nine months ended September 30, 2010, giving
effect to the BPI, Epic, Masonry and Tyree acquisitions as if it had occurred on
January 1, 2010.
The unaudited pro forma condensed consolidating financial statements have been
prepared giving effect to, among other things, the BPI, Epic, Masonry, and Tyree
acquisitions which will be accounted for as an "as if pooling-of-interest" in
accordance with ASC 805-50 for business combinations for entities under common
control. Since the Company and BPI, Epic, Masonry, and Tyree each deemed
entities under the common control of Amincor, the acquisition will be recorded
using the as if pooling-of-interest method and the financial information for all
periods presented subsequent to October 15, 2008 for BPI, September 19, 2008 for
Epic, December 31, 2009 for Masonry, and January 17, 2008 for Tyree, the dates
the entities came under common control, will be presented as if the entities had
been combined.
The unaudited pro forma condensed consolidating financial statements are based
on the estimates and assumptions set forth in the notes to such statements,
which have been made solely for purposes of developing such pro forma
information. The pro forma adjustments are based upon available information that
we believe is reasonable under the circumstances, and is subject to revision.
The unaudited pro forma condensed consolidating financial statements are
presented for informational purposes only, and we cannot assure you that the
assumptions used in the preparation of the unaudited pro forma condensed
consolidating financial statements will ultimately prove to be correct. The
unaudited pro forma information is not necessarily indicative of the financial
position or results of operations that may have actually occurred had the BPI,
Epic, Masonry, Tulare and Tyree acquisitions taken place on the dates noted or
the future financial position or operating results of the combined Company.
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS $ 7,412,357 $ 5,389,683 $ 878,033 $ 1,454,996
PROPERTY AND EQUIPMENT 362,366 143,292 15,554 2,025,925
INTANGIBLE ASSETS -- 13,921,971 551,873 968,025
OTHER ASSETS 306,667 -- 6,496 --
----------- ----------- ----------- -----------
TOTAL ASSETS $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $ 9,251,887 $ 5,556,234 $ 1,756,421 $ 3,106,402
LONG-TERM LIABILITIES -- -- 77,568 236,531
----------- ----------- ----------- -----------
TOTAL LIABILITIES 9,251,887 5,556,234 1,833,989 3,342,933
----------- ----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
NON-CONTROLLING INTERESTS -- -- -- --
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
ASSETS
CURRENT ASSETS $23,273,893 $ -- $38,408,962
PROPERTY AND EQUIPMENT 2,600,011 -- 5,147,148
INTANGIBLE ASSETS 15,088,295 -- 30,530,164
OTHER ASSETS 483,557 -- 796,720
----------- ----------- -----------
TOTAL ASSETS $41,445,756 $ -- $74,882,994
=========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $36,241,757 $ -- $55,912,701
LONG-TERM LIABILITIES 1,257,765 -- 1,571,864
----------- ----------- -----------
TOTAL LIABILITIES 37,499,522 -- 57,484,565
----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) 3,946,234 (1) (2,106,665) 15,291,764
NON-CONTROLLING INTERESTS -- (1) 2,106,665 2,106,665
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 3,946,234 -- 17,398,429
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $41,445,756 $ -- $74,882,994
=========== =========== ===========
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating balance sheets presents the
financial position of the Company on September 30, 2010, and Baker's Pride,
Inc., Epic Sports International, Inc., Masonry Supply Holding Corp., and Tyree
Holdings Corp. on September 30, 2010.
PRO FORMA ADJUSTMENTS
(1) To record as of September 30, 2010 the non-controlling interests in equity:
Epic Sports International, Inc. $ (962,463)
Tyree Holdings Corp. (1,144,202)
-----------
$(2,106,665)
===========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
------------ ------------ ------------ ------------
NET REVENUES $ -- $ 13,345,574 $ 3,803,853 $ 10,126,542
COST OF REVENUES -- 9,154,517 2,654,319 9,642,659
------------ ------------ ------------ ------------
GROSS PROFIT -- 4,191,057 1,149,534 483,883
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES -- 4,319,410 2,416,120 3,132,827
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS -- (128,353) (1,266,586) (2,648,944)
NON-OPERATING EXPENSES -- 654,844 966,985 6,888,710
------------ ------------ ------------ ------------
NET LOSS $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ --
===========
DILUTED $ --
===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
===========
DILUTED 14,126,820
===========
TULARE HOLDINGS, TYREE HOLDINGS PRO FORMA PRO FORMA
INC. CORP. ADJUSTMENTS CONSOLIDATED
------------ ------------ ----------- ------------
NET REVENUES $ 11,324,456 $ 53,654,956 $ -- $ 92,255,381
COST OF REVENUES 10,919,274 44,234,184 -- 76,604,953
------------ ------------ ----------- ------------
GROSS PROFIT 405,182 9,420,772 -- 15,650,428
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,936,173 10,831,583 -- 22,636,113
------------ ------------ ----------- ------------
LOSS FROM OPERATIONS (1,530,991) (1,410,811) -- (6,985,685)
NON-OPERATING EXPENSES 5,884,810 1,203,353 -- 15,598,702
------------ ------------ ----------- ------------
NET LOSS $ (7,415,801) $ (2,614,164) $ -- $(22,584,387)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- (1) $ (726,430) $ (726,430)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ (7,415,801) $ (2,614,164) $ 726,430 $(21,857,957)
============ ============ =========== ============
TOTAL NET LOSS PER SHARE:
BASIC $ (1.55)
============
DILUTED $ (1.55)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
============
DILUTED 14,126,820
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the year ended December 31, 2009, and
Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply Holding
Corp., Tulare Holdings, Inc. and Tyree Holdings Corp. for the year ended
December 31, 2009.
PRO FORMA ADJUSTMENTS
(1) To record, for the year ended December 31, 2009, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(446,714)
Tyree Holdings Corp. (279,716)
---------
$(726,430)
=========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
NET REVENUES $ 8,514,015 $ 9,907,509 $ 2,809,986 $ 5,060,372
COST OF REVENUES 7,843,618 6,706,454 2,114,287 4,082,246
------------ ------------ ------------ ------------
GROSS PROFIT 670,397 3,201,055 695,699 978,126
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,775,890 3,052,829 1,855,173 2,478,294
------------ ------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS (1,105,493) 148,226 (1,159,474) (1,500,168)
NON-OPERATING EXPENSES 397,411 377,810 165,844 154,766
------------ ------------ ------------ ------------
NET LOSS $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ (0.05)
============
DILUTED $ (0.05)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 29,189,177
============
DILUTED 29,189,177
============
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
NET REVENUES
$ 30,370,792 $ -- $ 56,662,674
COST OF REVENUES
23,919,081 -- 44,665,686
------------ ------------ ------------
GROSS PROFIT
6,451,711 -- 11,996,988
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
10,753,508 -- 19,915,694
------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS
(4,301,797) -- (7,918,706)
NON-OPERATING EXPENSES
794,283 -- 1,890,114
------------ ------------ ------------
NET LOSS
$ (5,096,080) $ -- $ (9,808,820)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS
$ -- (1) $ (810,345) $ (810,345)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES
$ (5,096,080) $ 810,345 $ (8,998,475)
============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC
$ (0.34)
DILUTED ============
$ (0.34)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC
29,189,177
DILUTED ============
29,189,177
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the nine months ended September 30,
2010, and Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply
Holding Corp., and Tyree Holdings Corp. for the nine months ended September 30,
2010.
PRO FORMA ADJUSTMENTS
(1) To record, for the nine months ended September 30, 2010, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(265,064)
Tyree Holdings Corp. (545,281)
---------
$(810,345)
=========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amincor, Inc.
(Registrant)
Date: December 28, 2010
/s/ Joseph F. Ingrassia
-----------------------------------
Joseph F. Ingrassia, Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 19, 2010
Date of Report
AMINCOR, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49669 88-0376372
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL,
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (347) 821-3452
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 19, 2010, Amincor, Inc., a Nevada corporation (the "Company"), filed
a Current Report on Form 8-K (the "Initial 8-K") with the Securities and
Exchange Commission disclosing the Company's acquisition of Epic Sports
International, Inc., a Nevada Corporation ("Epic").
In accordance with Item 9.01 (b) of Form 8-K, the Initial 8-K did not include
the unaudited pro forma combined financial information of the Company and Epic
(collectively, the "Financial Information"), and instead contained an
undertaking to subsequently file the Financial Information. This amendment is
being filed for the purpose of satisfying the Company's undertaking to file the
Financial Information required by Item 9.01(a) and (b) of Form 8-K, and this
amendment should be read in conjunction with the Initial 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Unaudited condensed financial statements of Epic Sports International, Inc. for
the nine months ended September 30, 2010.
(b) Pro-Forma Financial Information
The unaudited pro forma condensed consolidating balance sheets as of September
30, 2010, and the unaudited pro forma condensed consolidating statements of
operations for the year ended December 31, 2009, and the nine months ended
September 30, 2010.
EPIC SPORTS INTERNATIONAL, INC.
CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(UNAUDITED)
<PAGE>
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
CONTENTS
September 30, 2010
--------------------------------------------------------------------------------
Page
----
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Balance Sheet 1-2
Condensed Statement of Operations and Accumulated Deficit 3
Condensed Statement of Cash Flows 4
Notes to Condensed Financial Statements 5-7
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
CONDENSED BALANCE SHEET (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ 4,309
Due from factor - related party 529,696
Accounts receivable - net of allowance for doubtful
accounts of $37,000 37,266
Inventory, net 304,157
Prepaid expenses and other current assets 2,605
-----------
Total current assets 878,033
PROPERTY AND EQUIPMENT - net of accumulated depreciation
of $9,873 15,554
GOODWILL 192,000
INTANGIBLE ASSETS - net of accumulated amortization of $171,627 359,873
OTHER ASSETS 6,496
-----------
Total assets $ 1,451,956
===========
(Continued)
1
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
CONDENSED BALANCE SHEET (UNAUDITED) (CONTINUED)
September 30, 2010
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable - trade $ 736,715
Loans payable - bank line of credit 71,701
Due to shareholder 142,455
Deferred revenue 156,283
Loan payable - related party 209,774
Accrued expenses and other current liabilities 439,493
-----------
Total current liabilities 1,756,421
-----------
LONG-TERM LIABILITIES:
Loan payable - SBA 77,568
-----------
Total long-term liabilities 77,568
-----------
Total liabilities 1,833,989
-----------
STOCKHOLDERS' DEFICIT:
Convertible Preferred Stock, Series A $0.001 par value;
30,000 shares authorized, 20,000 issued and outstanding 20
Common stock, $0.01 par value; 100,000 shares authorized,
5,000 issued and outstanding 50
Additional paid-in capital 4,430,464
Accumulated deficit (4,812,567)
-----------
Total stockholders' deficit (382,033)
-----------
Total liabilities and stockholders' deficit $ 1,451,956
===========
The accompanying notes are an integral part of
these condensed financial statements.
2
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
CONDENSED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)
For the Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
NET SALES $ 2,809,986
COST OF SALES 2,114,287
-----------
Gross profit 695,699
SELLING, GENERAL AND ADMINISTRATIVE 1,855,173
-----------
Loss from operations (1,159,474)
INTEREST AND OTHER EXPENSES 165,844
-----------
NET LOSS (1,325,318)
ACCUMULATED DEFICIT - beginning (3,487,249)
-----------
ACCUMULATED DEFICIT - ending $(4,812,567)
===========
The accompanying notes are an integral part of
these condensed financial statements.
3
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,325,318)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 64,015
Changes in other operating assets and liabilities 689,024
-----------
Net cash used in operating activities (572,279)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from related party - factor 380,541
Net borrowings from related party 199,787
Net repayments of line-of-credit (17,430)
-----------
Net cash provided by financing activities 562,898
-----------
Net decrease in cash (9,381)
CASH, beginning of period 13,690
-----------
CASH, end of period $ 4,309
===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 27,367
===========
Income taxes $ --
===========
The accompanying notes are an integral part of
these condensed financial statements.
4
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
Epic Sports International, Inc. (the "Company" and "Epic") was incorporated on
August 12, 2002, in the state of Nevada. On April 26, 2010, the Company formally
changed its name from Klip America, Inc. to Epic. The Company, pursuant to an
agreement dated September 18, 2008 with Capstone Capital Group I, LLC
("Capstone"), issued 20,000 shares of Convertible Series A Preferred Stock to
Universal Apparel Holdings, Inc. ("UAH"), which is related to Capstone, giving
UAH 80% ownership in the Company.
The Company is an importer and wholesale distributor of high-end performance and
lifestyle apparel, tennis racquets, tennis bags and sporting goods accessories.
In January 2009, the Company became the worldwide licensee for Volkl and Boris
Becker Tennis.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and in accordance with Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by account principles generally accepted in the United
States for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results of operations
and financial position for the interim period have been included. The results of
operations for the interim period presented is not necessarily indicative of the
result of operations to be expected for the year. These condensed financial
statements should be read in conjunction with the audited financial statements
for the years ended December 31, 2009 and 2008.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates. Significant estimates include, but are not limited to, the valuation
allowance for deferred income taxes, the amount of impairment of long-lived
assets, inventory obsolescence and the allowance for chargebacks.
5
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the net carrying amount may not be recoverable. When
such events occur, the estimated future undiscounted cash flows associated with
the asset are compared to the asset's carrying amount to determine if a
write-down to fair value is required. The Company measures impairment by
comparing the carrying value of each group of assets that generates cash flows
with the estimated present value of the corresponding cash flows. If the
expected present value of the future cash flows is less than the carrying amount
of the asset group, the Company recognizes an impairment loss. Management has
reviewed the Company's long-lived assets and believes that there has been no
impairment.
3. DUE FROM FACTOR - RELATED PARTY
In February 2007 the Company entered into a factoring agreement with a related
party ("factor"). Under the terms of the agreement the factor has agreed to
purchase the eligible receivables at the calculated borrowing base. The factor
has been granted a security interest in substantially all of the Company's
assets.
The agreement remains in effect until either party terminates the agreement upon
giving no less than thirty day's written notice.
For the nine months ended September 30, 2010 interest and commissions amounted
to approximately $138,000.
4. LOAN PAYABLE - RELATED PARTY
The Company entered into a five year purchase order financing agreement with a
related party which expires in 2013, and bears interest at 16% per annum. At
September 30, 2010, the Company owes $209,774 under this agreement. Interest
expense for the nine months ended September 30, 2010 amounted to approximately
$9,800.
5. ACQUISITION
On January 28, 2010, the Company entered into a Letter of Intent to be acquired
by Amincor, Inc. ("Amincor"), a related party. On October 18, 2010 Amincor
exercised its right under the letter of intent and acquired 80% of the issued
and outstanding stock of the Company.
6
EPIC SPORTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
6. LIQUIDITY
The Company has incurred losses and negative cash flows from operations for the
years ended December 31, 2009 and 2008 and for the nine months ended September
30, 2010. The Company has taken steps to improve its liquidity by consolidating
its operations, and by seeking additional ways of increasing its operational
efficiency.
Management has entered into an agreement with a company that will allow it to
continue its operations and implement new strategies for future growth (See Note
7). Although management is confident that these steps will allow the Company to
succeed, there are no assurances that they will be successful in their
endeavors.
7. SUBSEQUENT EVENTS
On October 26, 2010, Epic entered into a Strategic Alliance Agreement ("The
Agreement") with Samsung C&T America, Inc., ("Samsung"). The Agreement shall be
in effect until December 31, 2014 and shall automatically renew for consecutive
four year terms unless either party gives written notice of its intent not to
renew.
Pursuant to the terms of the Agreement Samsung has appointed Epic as its
exclusive representative for the sale of certain Epic products which will be
funded and purchased by Samsung. As compensation for the services to be rendered
by Epic they will be paid a commission on a monthly basis equal to 21% of the
net invoice amount billed to customers after certain adjustments as defined in
the Agreement have been applied.
In addition Samsung also has the right to purchase certain of Epic's current
inventory up to $500,000 on terms mutually agreed upon by the parties.
The Company has evaluated its subsequent events through December 23, 2010, the
date that the accompanying condensed financial statements were available to be
issued. The Company had no additional subsequent events requiring disclosure.
7
AMINCOR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidating balance sheet as of
September 30, 2010 combines the consolidating historical balance sheet of
Amincor, Inc. and Subsidiary (the "Company" or "Amincor") as of September 30,
2010, and the balance sheets of Epic Sports International, Inc. ("Epic"), as
well as three additional Amincor subsidiaries also acquired on October 18, 2010:
Baker's Pride, Inc. ("BPI"), Masonry Supply Holding Corp. ("Masonry"), and Tyree
Holdings Corp. ("Tyree"). The pro forma condensed consolidating balance sheets
as of September 30, 2010 are presented under the "as if pooling-of-interest
method" of accounting, as the entities are under common control, giving effect
to the acquisition of BPI, Epic, Masonry, and Tyree, pursuant to the letters of
intent to acquire the outstanding stock, on October 18, 2010, as if it had
occurred on September 30, 2010.
The following unaudited pro forma condensed consolidating statement of
operations for the year ended December 31, 2009 combines the historical
statement of operations of Amincor, Inc. for the year ended December 31, 2009
and the statements of operations of BPI, Epic, Masonry, Tulare Holdings, Inc.
("Tulare") and Tyree for the year ended December 31, 2009, giving effect to the
BPI, Epic, Masonry, Tulare and Tyree acquisitions as if it had occurred on
January 1, 2009.
The following unaudited pro forma condensed consolidating statement of
operations for the nine months ended September 30, 2010 combines the historical
consolidating statement of operations of Amincor, Inc. and Subsidiary for the
nine months ended September 30, 2010, and the statements of operations of BPI,
Epic, Masonry and Tyree for the nine months ended September 30, 2010, giving
effect to the BPI, Epic, Masonry and Tyree acquisitions as if it had occurred on
January 1, 2010.
The unaudited pro forma condensed consolidating financial statements have been
prepared giving effect to, among other things, the BPI, Epic, Masonry, and Tyree
acquisitions which will be accounted for as an "as if pooling-of-interest" in
accordance with ASC 805-50 for business combinations for entities under common
control. Since the Company and BPI, Epic, Masonry, and Tyree are deemed entities
under the common control of Amincor, the acquisition will be recorded using the
as if pooling-of-interest method and the financial information for all periods
presented subsequent to October 15, 2008 for BPI, September 19, 2008 for Epic,
December 31, 2009 for Masonry, and January 17, 2008 for Tyree, the dates the
entities came under common control, will be presented as if the entities had
been combined.
The unaudited pro forma condensed consolidating financial statements are based
on the estimates and assumptions set forth in the notes to such statements,
which have been made solely for purposes of developing such pro forma
information. The pro forma adjustments are based upon available information that
we believe is reasonable under the circumstances, and is subject to revision.
The unaudited pro forma condensed consolidating financial statements are
presented for informational purposes only, and we cannot assure you that the
assumptions used in the preparation of the unaudited pro forma condensed
consolidating financial statements will ultimately prove to be correct. The
unaudited pro forma information is not necessarily indicative of the financial
position or results of operations that may have actually occurred had the BPI,
Epic, Masonry, Tulare and Tyree acquisitions taken place on the dates noted or
the future financial position or operating results of the combined Company.
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS $ 7,412,357 $ 5,389,683 $ 878,033 $ 1,454,996
PROPERTY AND EQUIPMENT 362,366 143,292 15,554 2,025,925
INTANGIBLE ASSETS -- 13,921,971 551,873 968,025
OTHER ASSETS 306,667 -- 6,496 --
----------- ----------- ----------- -----------
TOTAL ASSETS $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $ 9,251,887 $ 5,556,234 $ 1,756,421 $ 3,106,402
LONG-TERM LIABILITIES -- -- 77,568 236,531
----------- ----------- ----------- -----------
TOTAL LIABILITIES 9,251,887 5,556,234 1,833,989 3,342,933
----------- ----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
NON-CONTROLLING INTERESTS -- -- -- --
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
ASSETS
CURRENT ASSETS $23,273,893 $ -- $38,408,962
PROPERTY AND EQUIPMENT 2,600,011 -- 5,147,148
INTANGIBLE ASSETS 15,088,295 -- 30,530,164
OTHER ASSETS 483,557 -- 796,720
----------- ----------- -----------
TOTAL ASSETS $41,445,756 $ -- $74,882,994
=========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $36,241,757 $ -- $55,912,701
LONG-TERM LIABILITIES 1,257,765 -- 1,571,864
----------- ----------- -----------
TOTAL LIABILITIES 37,499,522 -- 57,484,565
----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) 3,946,234 (1) (2,106,665) 15,291,764
NON-CONTROLLING INTERESTS -- (1) 2,106,665 2,106,665
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 3,946,234 -- 17,398,429
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $41,445,756 $ -- $74,882,994
=========== =========== ===========
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating balance sheets presents the
financial position of the Company on September 30, 2010, and Baker's Pride,
Inc., Epic Sports International, Inc., Masonry Supply Holding Corp., and Tyree
Holdings Corp. on September 30, 2010.
PRO FORMA ADJUSTMENTS
(1) To record as of September 30, 2010 the non-controlling interests in equity:
Epic Sports International, Inc. $ (962,463)
Tyree Holdings Corp. (1,144,202)
-----------
$(2,106,665)
===========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
------------ ------------ ------------ ------------
NET REVENUES $ -- $ 13,345,574 $ 3,803,853 $ 10,126,542
COST OF REVENUES -- 9,154,517 2,654,319 9,642,659
------------ ------------ ------------ ------------
GROSS PROFIT -- 4,191,057 1,149,534 483,883
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES -- 4,319,410 2,416,120 3,132,827
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS -- (128,353) (1,266,586) (2,648,944)
NON-OPERATING EXPENSES -- 654,844 966,985 6,888,710
------------ ------------ ------------ ------------
NET LOSS $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ --
===========
DILUTED $ --
===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
===========
DILUTED 14,126,820
===========
TULARE HOLDINGS, TYREE HOLDINGS PRO FORMA PRO FORMA
INC. CORP. ADJUSTMENTS CONSOLIDATED
------------ ------------ ----------- ------------
NET REVENUES $ 11,324,456 $ 53,654,956 $ -- $ 92,255,381
COST OF REVENUES 10,919,274 44,234,184 -- 76,604,953
------------ ------------ ----------- ------------
GROSS PROFIT 405,182 9,420,772 -- 15,650,428
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,936,173 10,831,583 -- 22,636,113
------------ ------------ ----------- ------------
LOSS FROM OPERATIONS (1,530,991) (1,410,811) -- (6,985,685)
NON-OPERATING EXPENSES 5,884,810 1,203,353 -- 15,598,702
------------ ------------ ----------- ------------
NET LOSS $ (7,415,801) $ (2,614,164) $ -- $(22,584,387)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- (1) $ (726,430) $ (726,430)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ (7,415,801) $ (2,614,164) $ 726,430 $(21,857,957)
============ ============ =========== ============
TOTAL NET LOSS PER SHARE:
BASIC $ (1.55)
============
DILUTED $ (1.55)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
============
DILUTED 14,126,820
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the year ended December 31, 2009, and
Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply Holding
Corp., Tulare Holdings, Inc. and Tyree Holdings Corp. for the year ended
December 31, 2009.
PRO FORMA ADJUSTMENTS
(1) To record, for the year ended December 31, 2009, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(446,714)
Tyree Holdings Corp. (279,716)
---------
$(726,430)
=========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
NET REVENUES $ 8,514,015 $ 9,907,509 $ 2,809,986 $ 5,060,372
COST OF REVENUES 7,843,618 6,706,454 2,114,287 4,082,246
------------ ------------ ------------ ------------
GROSS PROFIT 670,397 3,201,055 695,699 978,126
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,775,890 3,052,829 1,855,173 2,478,294
------------ ------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS (1,105,493) 148,226 (1,159,474) (1,500,168)
NON-OPERATING EXPENSES 397,411 377,810 165,844 154,766
------------ ------------ ------------ ------------
NET LOSS $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ (0.05)
============
DILUTED $ (0.05)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 29,189,177
============
DILUTED 29,189,177
============
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
NET REVENUES
$ 30,370,792 $ -- $ 56,662,674
COST OF REVENUES
23,919,081 -- 44,665,686
------------ ------------ ------------
GROSS PROFIT
6,451,711 -- 11,996,988
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
10,753,508 -- 19,915,694
------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS
(4,301,797) -- (7,918,706)
NON-OPERATING EXPENSES
794,283 -- 1,890,114
------------ ------------ ------------
NET LOSS
$ (5,096,080) $ -- $ (9,808,820)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS
$ -- (1) $ (810,345) $ (810,345)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES
$ (5,096,080) $ 810,345 $ (8,998,475)
============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC
$ (0.34)
DILUTED ============
$ (0.34)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC
29,189,177
DILUTED ============
29,189,177
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the nine months ended September 30,
2010, and Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply
Holding Corp., and Tyree Holdings Corp. for the nine months ended September 30,
2010.
PRO FORMA ADJUSTMENTS
(1) To record, for the nine months ended September 30, 2010, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(265,064)
Tyree Holdings Corp. (545,281)
---------
$(810,345)
=========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amincor, Inc.
(Registrant)
Date: December 28, 2010
/s/ Joseph F. Ingrassia
-----------------------------------
Joseph F. Ingrassia, Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 19, 2010
Date of Report
AMINCOR, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-49669 88-0376372
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL,
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (347) 821-3452
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On October 19, 2010, Amincor, Inc., a Nevada corporation (the "Company"), filed
a Current Report on Form 8-K (the "Initial 8-K") with the Securities and
Exchange Commission disclosing the Company's acquisition of Baker's Pride, Inc.,
a Delaware Corporation ("Baker's").
In accordance with Item 9.01 (b) of Form 8-K, the Initial 8-K did not include
the unaudited pro forma combined financial information of the Company and
Baker's (collectively, the "Financial Information"), and instead contained an
undertaking to subsequently file the Financial Information. This amendment is
being filed for the purpose of satisfying the Company's undertaking to file the
Financial Information required by Item 9.01(a) and (b) of Form 8-K, and this
amendment should be read in conjunction with the Initial 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Unaudited condensed consolidated financial statements of Baker's Pride Inc. and
Subsidiaries for the nine months ended September 30, 2010.
(b) Pro-Forma Financial Information
The unaudited pro forma condensed consolidating balance sheets as of September
30, 2010, and the unaudited pro forma condensed consolidating statements of
operations for the year ended December 31, 2009, and the nine months ended
September 30, 2010.
BAKER'S PRIDE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010
(UNAUDITED)
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONTENTS
September 30, 2010
--------------------------------------------------------------------------------
Page
----
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheet 1
Condensed Consolidated Statement of Operations and Accumulated Deficit 2
Condensed Consolidated Statement of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4-6
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2010
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ 369
Due from factor - related party 2,525,319
Due from related party 2,208,788
Inventories 227,661
Prepaid expenses and other current assets 427,546
------------
Total current assets 5,389,683
------------
PROPERTY AND EQUIPMENT, net 143,292
------------
OTHER ASSETS:
Goodwill 7,770,900
Intangible assets, net 6,151,071
------------
Total other assets 13,921,971
------------
Total assets $ 19,454,946
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,259,340
Assumed liabilities 11,044
Lease payable - related party 4,285,850
------------
Total current liabilities 5,556,234
------------
STOCKHOLDERS' EQUITY:
Common stock - authorized 10,000 shares $.001 par value;
100 shares issued and outstanding --
Additional paid-in capital 15,265,805
Accumulated deficit (1,367,093)
------------
Total stockholders' equity 13,898,712
------------
Total liabilities and stockholders' equity $ 19,454,946
============
The accompanying notes are an integral part of
these condensed consolidated financial statements.
1
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT (UNAUDITED)
For The Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
NET REVENUES $ 9,907,509
COST OF REVENUES 6,706,454
-----------
Gross profit 3,201,055
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,052,829
-----------
Income from operations 148,226
-----------
OTHER (EXPENSE) INCOME:
Interest expense (435,172)
Rental income 57,362
-----------
Total other expense (377,810)
-----------
Net loss (229,584)
ACCUMULATED DEFICIT - beginning (1,137,508)
-----------
ACCUMULATED DEFICIT - ending $(1,367,092)
===========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
2
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For The Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(229,584)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 574,177
Changes in other operating assets and liabilities (206,950)
---------
Net cash provided by operating activities 137,643
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (106,982)
---------
Net cash used in investing activities (106,982)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of assumed liabilities (32,755)
---------
Net cash used in financing activities (32,755)
---------
Net decrease in cash (2,094)
CASH, beginning of period 2,463
---------
CASH, end of period $ 369
=========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period:
Interest $ 435,172
=========
Income taxes $ --
=========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
3
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
Baker's Pride Inc. ("Baker's Pride") and its wholly-owned subsidiaries, The
Jefferson Street Bakery, Inc. ("Jefferson Street") and the Mt. Pleasant Street
Bakery, Inc. ("Mt. Pleasant Street") (collectively, the "Company") manufacture
bakery food products, mainly several varieties of sliced and packaged
store-brand bread for a national supermarket and its food service channels
throughout the Midwest region. The Company was incorporated in the state of
Delaware on August 28, 2008. The Company operates its facilities in Burlington,
Iowa.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Baker's
Pride Inc. and its two wholly owned subsidiaries, Jefferson Street and Mt.
Pleasant Street. All significant intercompany transactions have been eliminated
in consolidation.
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and in accordance with Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results of operations
and financial position for the interim period have been included. The results of
operations for the interim period presented is not necessarily indicative of the
results of operations to be expected for the year. These condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 2009 and the period from
August 28, 2008 (inception) through December 31, 2008.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the condensed unaudited consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Significant estimates include, but are not limited to, useful lives of tangible
and intangible assets, depreciation and amortization. Actual results could
differ from these estimates.
4
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
Impairment of Long-Lived Assets
The Company evaluates the fair value of its long-lived assets on an annual basis
or whenever events or changes in circumstances indicate that its carrying
amounts may not be recoverable. Accordingly, any impairment of the value is
recognized when the carrying amount of a long-lived asset exceeds its fair
value. No impairment charges have been recognized.
3. RELATED PARTY TRANSACTIONS
Due from Factor
On October 15, 2008, the Company signed a discount factoring agreement with a
related party ("Factor"). The Company can request advances of up to 80% of
factored accounts based on customer credit limit. Under the terms of the
agreement, the factor established a reserve account which controls the activity
under the agreement. The factor agreement is secured by substantially all the
assets of the Company. Factor fees (inclusive of commissions and interest)
amounted to $242,330 for the nine months ended September 30, 2010.
Loan Payable
The Company entered into a three year purchase order financing agreement
expiring in 2011 (the "Purchase Order Financing") with a related party, with a
renewal option. The annual interest rate on all advances is 16%, with the
exception of overdue balances, which bear interest of 24%.
The Purchase Order Financing is secured by substantially all of the assets of
the Company. The related interest amounted to approximately $188,000 for the
nine months ended September 30, 2010.
As of September 30, 2010, the Company has recorded a due from related party of
$2,208,788 for monies not remitted to the Company under the Purchase Order
Financing.
4. ACQUISITION
On January 28, 2010, the Company entered into a Letter of Intent to be acquired
by Amincor, Inc. ("Amincor"), a related party. On October 18, 2010 Amincor
exercised its right under the letter of intent and acquired all of the issued
and outstanding stock of the Company.
5
BAKER'S PRIDE INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended September 30, 2010
--------------------------------------------------------------------------------
5. LIQUIDITY
The Company incurred losses for the year ended December 31, 2009 and the period
from August 28, 2008 (inception) to December 31, 2008 and for the nine months
ended September 30, 2010. In 2011, management's intention is to raise sufficient
capital to upgrade the plant and equipment, allowing the Company to be more
competitive within the industry. In addition, the Company is currently
implementing a plan to increase working capital. Although management is
confident that it will succeed in raising additional working capital and equity
for the Company, there are no assurances that they will be successful in their
endeavors. However, management believes the Company has sufficient access to
working capital to sustain operations through September 30, 2011.
6. SUBSEQUENT EVENTS
The Company has evaluated its subsequent events through December 23, 2010, the
date that the accompanying financial statements were available to be issued. The
Company had no additional subsequent events requiring disclosure.
6
AMINCOR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidating balance sheet as of
September 30, 2010 combines the consolidating historical balance sheet of
Amincor, Inc. and Subsidiary (the "Company" or "Amincor") as of September 30,
2010, and the balance sheets of Baker's Pride, Inc. ("BPI"), as well as three
additional Amincor subsidiaries also acquired on October 18, 2010: Epic Sports
International, Inc. ("Epic"), Masonry Supply Holding Corp. ("Masonry"), and
Tyree Holdings Corp. ("Tyree"). The pro forma condensed consolidating balance
sheets as of September 30, 2010 are presented under the "as if
pooling-of-interest method" of accounting, as the entities are under common
control, giving effect to the acquisition of BPI, Epic, Masonry, and Tyree,
pursuant to the letters of intent to acquire the outstanding stock, on October
18, 2010, as if it had occurred on September 30, 2010.
The following unaudited pro forma condensed consolidating statement of
operations for the year ended December 31, 2009 combines the historical
statement of operations of Amincor, Inc. for the year ended December 31, 2009
and the statements of operations of BPI, Epic, Masonry, Tulare Holdings, Inc.
("Tulare") and Tyree for the year ended December 31, 2009, giving effect to the
BPI, Epic, Masonry, Tulare and Tyree acquisitions as if it had occurred on
January 1, 2009.
The following unaudited pro forma condensed consolidating statement of
operations for the nine months ended September 30, 2010 combines the historical
consolidating statement of operations of Amincor, Inc. and Subsidiary for the
nine months ended September 30, 2010, and the statements of operations of BPI,
Epic, Masonry and Tyree for the nine months ended September 30, 2010, giving
effect to the BPI, Epic, Masonry and Tyree acquisitions as if it had occurred on
January 1, 2010.
The unaudited pro forma condensed consolidating financial statements have been
prepared giving effect to, among other things, the BPI, Epic, Masonry, and Tyree
acquisitions which will be accounted for as an "as if pooling-of-interest" in
accordance with ASC 805-50 for business combinations for entities under common
control. Since the Company and BPI, Epic, Masonry, and Tyree each deemed
entities under the common control of Amincor, the acquisition will be recorded
using the as if pooling-of-interest method and the financial information for all
periods presented subsequent to October 15, 2008 for BPI, September 19, 2008 for
Epic, December 31, 2009 for Masonry, and January 17, 2008 for Tyree, the dates
the entities came under common control, will be presented as if the entities had
been combined.
The unaudited pro forma condensed consolidating financial statements are based
on the estimates and assumptions set forth in the notes to such statements,
which have been made solely for purposes of developing such pro forma
information. The pro forma adjustments are based upon available information that
we believe is reasonable under the circumstances, and is subject to revision.
The unaudited pro forma condensed consolidating financial statements are
presented for informational purposes only, and we cannot assure you that the
assumptions used in the preparation of the unaudited pro forma condensed
consolidating financial statements will ultimately prove to be correct. The
unaudited pro forma information is not necessarily indicative of the financial
position or results of operations that may have actually occurred had the BPI,
Epic, Masonry, Tulare and Tyree acquisitions taken place on the dates noted or
the future financial position or operating results of the combined Company.
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS $ 7,412,357 $ 5,389,683 $ 878,033 $ 1,454,996
PROPERTY AND EQUIPMENT 362,366 143,292 15,554 2,025,925
INTANGIBLE ASSETS -- 13,921,971 551,873 968,025
OTHER ASSETS 306,667 -- 6,496 --
----------- ----------- ----------- -----------
TOTAL ASSETS $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $ 9,251,887 $ 5,556,234 $ 1,756,421 $ 3,106,402
LONG-TERM LIABILITIES -- -- 77,568 236,531
----------- ----------- ----------- -----------
TOTAL LIABILITIES 9,251,887 5,556,234 1,833,989 3,342,933
----------- ----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
NON-CONTROLLING INTERESTS -- -- -- --
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (1,170,497) 13,898,712 (382,033) 1,106,013
----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 8,081,390 $19,454,946 $ 1,451,956 $ 4,448,946
=========== =========== =========== ===========
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
ASSETS
CURRENT ASSETS $23,273,893 $ -- $38,408,962
PROPERTY AND EQUIPMENT 2,600,011 -- 5,147,148
INTANGIBLE ASSETS 15,088,295 -- 30,530,164
OTHER ASSETS 483,557 -- 796,720
----------- ----------- -----------
TOTAL ASSETS $41,445,756 $ -- $74,882,994
=========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES $36,241,757 $ -- $55,912,701
LONG-TERM LIABILITIES 1,257,765 -- 1,571,864
----------- ----------- -----------
TOTAL LIABILITIES 37,499,522 -- 57,484,565
----------- ----------- -----------
TOTAL AMINCOR, INC. AND
SUBSIDIARIES STOCKHOLDERS'
EQUITY (DEFICIT) 3,946,234 (1) (2,106,665) 15,291,764
NON-CONTROLLING INTERESTS -- (1) 2,106,665 2,106,665
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) 3,946,234 -- 17,398,429
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $41,445,756 $ -- $74,882,994
=========== =========== ===========
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating balance sheets presents the
financial position of the Company on September 30, 2010, and Baker's Pride,
Inc., Epic Sports International, Inc., Masonry Supply Holding Corp., and Tyree
Holdings Corp. on September 30, 2010.
PRO FORMA ADJUSTMENTS
(1) To record as of September 30, 2010 the non-controlling interests in equity:
Epic Sports International, Inc. $ (962,463)
Tyree Holdings Corp. (1,144,202)
-----------
$(2,106,665)
===========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
------------ ------------ ------------ ------------
NET REVENUES $ -- $ 13,345,574 $ 3,803,853 $ 10,126,542
COST OF REVENUES -- 9,154,517 2,654,319 9,642,659
------------ ------------ ------------ ------------
GROSS PROFIT -- 4,191,057 1,149,534 483,883
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES -- 4,319,410 2,416,120 3,132,827
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS -- (128,353) (1,266,586) (2,648,944)
NON-OPERATING EXPENSES -- 654,844 966,985 6,888,710
------------ ------------ ------------ ------------
NET LOSS $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ -- $ (783,197) $ (2,233,571) $ (9,537,654)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ --
===========
DILUTED $ --
===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
===========
DILUTED 14,126,820
===========
TULARE HOLDINGS, TYREE HOLDINGS PRO FORMA PRO FORMA
INC. CORP. ADJUSTMENTS CONSOLIDATED
------------ ------------ ----------- ------------
NET REVENUES $ 11,324,456 $ 53,654,956 $ -- $ 92,255,381
COST OF REVENUES 10,919,274 44,234,184 -- 76,604,953
------------ ------------ ----------- ------------
GROSS PROFIT 405,182 9,420,772 -- 15,650,428
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,936,173 10,831,583 -- 22,636,113
------------ ------------ ----------- ------------
LOSS FROM OPERATIONS (1,530,991) (1,410,811) -- (6,985,685)
NON-OPERATING EXPENSES 5,884,810 1,203,353 -- 15,598,702
------------ ------------ ----------- ------------
NET LOSS $ (7,415,801) $ (2,614,164) $ -- $(22,584,387)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- (1) $ (726,430) $ (726,430)
============ ============ =========== ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC AND
SUBSIDIARIES $ (7,415,801) $ (2,614,164) $ 726,430 $(21,857,957)
============ ============ =========== ============
TOTAL NET LOSS PER SHARE:
BASIC $ (1.55)
============
DILUTED $ (1.55)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 14,126,820
============
DILUTED 14,126,820
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the year ended December 31, 2009, and
Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply Holding
Corp., Tulare Holdings, Inc. and Tyree Holdings Corp. for the year ended
December 31, 2009.
PRO FORMA ADJUSTMENTS
(1) To record, for the year ended December 31, 2009, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(446,714)
Tyree Holdings Corp. (279,716)
---------
$(726,430)
=========
AMINCOR, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2010
EPIC SPORTS MASONRY
COMPANY AS BAKER'S PRIDE, INTERNATIONAL, SUPPLY HOLDING
REPORTED INC. INC. CORP.
----------- ----------- ----------- -----------
NET REVENUES $ 8,514,015 $ 9,907,509 $ 2,809,986 $ 5,060,372
COST OF REVENUES 7,843,618 6,706,454 2,114,287 4,082,246
------------ ------------ ------------ ------------
GROSS PROFIT 670,397 3,201,055 695,699 978,126
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,775,890 3,052,829 1,855,173 2,478,294
------------ ------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS (1,105,493) 148,226 (1,159,474) (1,500,168)
NON-OPERATING EXPENSES 397,411 377,810 165,844 154,766
------------ ------------ ------------ ------------
NET LOSS $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS $ -- $ -- $ -- $ --
============ ============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES $ (1,502,904) $ (229,584) $ (1,325,318) $ (1,654,934)
============ ============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC $ (0.05)
============
DILUTED $ (0.05)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 29,189,177
============
DILUTED 29,189,177
============
TYREE HOLDINGS PRO FORMA PRO FORMA
CORP. ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
NET REVENUES
$ 30,370,792 $ -- $ 56,662,674
COST OF REVENUES
23,919,081 -- 44,665,686
------------ ------------ ------------
GROSS PROFIT
6,451,711 -- 11,996,988
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
10,753,508 -- 19,915,694
------------ ------------ ------------
(LOSS) INCOME FROM OPERATIONS
(4,301,797) -- (7,918,706)
NON-OPERATING EXPENSES
794,283 -- 1,890,114
------------ ------------ ------------
NET LOSS
$ (5,096,080) $ -- $ (9,808,820)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
NON-CONTROLLING INTERESTS
$ -- (1) $ (810,345) $ (810,345)
============ ============ ============
NET LOSS ATTRIBUTABLE TO
AMINCOR, INC. AND
SUBSIDIARIES
$ (5,096,080) $ 810,345 $ (8,998,475)
============ ============ ============
TOTAL NET LOSS PER SHARE:
BASIC
$ (0.34)
DILUTED ============
$ (0.34)
============
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC
29,189,177
DILUTED ============
29,189,177
============
AMINCOR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2010
BASIS OF PRESENTATION
The unaudited pro forma condensed consolidating statements of operations
included the results of the Company for the nine months ended September 30,
2010, and Baker's Pride, Inc., Epic Sports International, Inc., Masonry Supply
Holding Corp., and Tyree Holdings Corp. for the nine months ended September 30,
2010.
PRO FORMA ADJUSTMENTS
(1) To record, for the nine months ended September 30, 2010, the net losses
attributable to non-controlling interests:
Epic Sports International, Inc. $(265,064)
Tyree Holdings Corp. (545,281)
---------
$(810,345)
=========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amincor, Inc.
(Registrant)
Date: December 28, 2010
/s/ Joseph F. Ingrassia
-----------------------------------
Joseph F. Ingrassia, Vice President
