DSS (DSS) 8-K/A Reports and Financial Statements

Exhibit 99.3

DSS, Inc. and American Pacific Bancorp, Inc.

Condensed Combined Balance Sheet

(unaudited)

As of December 31, 2020

	Pre-Acquisition DSS, Inc. (Purchaser)			Record Purchase			Post-acquisition DSS, Inc. (Purchaser)			American Pacific Bancorp, Inc. (Target)			Proforma Adjustment (Note 1)			Proforma Adjustment (Note 2)			Consolidated Financials
ASSETS
Current Assets:
Cash	$	5,183,000		$	(40,000,000	)	$	(34,774,000	)	$	1,848,000		$	-		$	40,000,000		$	7,031,000
Accounts Receivable		3,589,000			-			3,589,000			-			-			-			3,589,000
Loan Receivables		-			-			-			270,000			-			-			270,000
Loan Interest receivables		-			-			-			10,000			-			-			10,000
Inventory		1,955,000			-			1,955,000			-			-			-			1,955,000
Prepaid Expense and other current assets		1,192,000			-			1,192,000			24,000			-			-			1,216,000
Total Current Assets		12,450,000			(40,000,000	)		(27,550,000	)		2,152,000			-			40,000,000			14,602,000
Property plant and equipment, net		4,100,000			-			4,100,000			-			-			-			4,146,000
Investment		1,788,000			-			1,788,000			313,000			-			-			2,101,000
Investments - Equity Method		12,234,000			-			12,234,000			-			-			-			12,234,000
Investment in Target		-			40,000,000			40,000,000			-			(3,188,000	)		(36,812,000	)		-
Marketable securities		9,136,000			-			9,136,000			-			-			-			9,136,000
Notes Receivable		537,000			-			537,000			840,000			-			-			1,377,000
Non-current Assets held for sale - discontinued operations		790,000			-			790,000						-			-			790,000
Other assets		384,000			-			384,000			-			-			-			384,000
Right-of -use assets		182,000			-			182,000			-			-			-			182,000
Goodwill		26,862,000			-			26,862,000			-			-			16,945,000			43,807,000
Other intangible assets, net		23,456,000			-			23,456,000			-			-			-			23,456,000
Total Assets	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts Payable	$	1,457,000			-		$	1,457,000		$	117,000			-		$	-		$	1,574,000
Accrued expenses and deferred revenue		5,260,000			-			5,260,000			-			-			-			5,260,000
Other current liabilities		1,435,000			-			1,435,000			-			-			-			1,435,000
Current liabilities held for Sale -discontinued operations		275,000			-			275,000			-			-			-			275,000
Revolving line of credit		-			-			-			-			-			-			-
Current portion of lease liabilities		167,000			-			167,000			-			-			-			167,000
Current portion of long-term debt, net		278,000			-			278,000			-			-			-			278,000
Total Current Liabilities		8,872,000			-			8,872,000			117,000			-			-			8,989,000
Long-term debt, net		1,976,000			-			1,976,000			-			-			-			1,976,000
Long term lease liability		15,000			-			15,000			-			-			-			15,000
Non-current liabilities held for sale - discontinued operations		505,000			-			505,000			-			-			-			505,000
Other long-term liabilities		507,000			-			507,000			-			-			-			507,000
Deferred tax liability, net		3,499,000			-			3,499,000			-			-			-			3,499,000
Total Liabilities		15,374,000			-			15,374,000			117,000			-			-			15,491,000
Stockholders’ Equity
Preferred Stock		1,000			-			1,000			5,000			(5,000	)		-			1,000
Common Stock		116,000			-			116,000			55,000			(55,000	)		-			116,000
Additional Paid in Capital		174,380,000			-			174,380,000			4,142,000			(4,142,000	)		-			174,380,000
Accumulated Deficit		(101,382,000	)		-			(101,382,000	)		(1,014,000	)		1,014,000			-			(101,382,000	)
Total Stockholders’ Equity (Deficit)		73,115,000			-			73,115,000			3,188,000			(3,188,000	)		-			73,115,000
Non-Controlling Interests		3,430,000			-			3,430,000			-			-			20,133,000			23,563,000
Total Stockholders’ Equity (Deficit)	$	76,545,000		$	-		$	76,545,000		$	3,188,000		$	(3,188,000	)	$	20,133,000		$	96,678,000
																				-
Total Liabilities & Stockholders’ Equity	$	91,919,000		$	-		$	91,919,000		$	3,305,000		$	(3,188,000	)	$	20,133,000		$	112,169,000

			Debit		Credit
Note 1:	Elimination of APB equity	Investment in subsidiary			$	3,188,000
		Accumulated Deficit			$	1,014,000
		Common Stock	$	55,000
		Preferred stock	$	5,000
		Additional Paid in Capital	$	4,142,000
Note 2:	Record goodwill	Goodwill	$	16,945,000
		Cash	$	40,000,000
		Investment in subsidiary			$	36,812,000
		Non-Controlling Interests			$	20,133,000

Note 3: DSS, Inc. has engaged an independent valuation firm to value the assets of APB.  For purposes of this proforma, and until the valuation is complete, a significant portion of the $40 million purchase price is included in goodwill.

DSS, Inc. and American Pacific Bancorp, Inc.

Condensed Combined Statement of Operations

(unaudited)

As of December 31, 2020

	DSS, Inc. (Purchaser)			American Pacific Bancorp, Inc. (Target)			Consolidated Proforma
Revenue:
Printed products	$	13,000,000		$	-		$	13,000,000
Technology sales, services and licensing		2,085,000			-			2,085,000
Bank interest income		-			49,000			49,000
Direct marketing		2,326,000			-			2,326,000
Total revenue		17,411,000			49,000			17,460,000
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		11,207,000			-			11,207,000
Selling, general and administrative (including stock based compensation)		15,867,000			370,000			16,237,000
Depreciation and amortization		1,084,000			-			1,084,000
Total costs and expenses		28,158,000			370,000			28,528,000
Operating loss		(10,747,000	)		(321,000	)		(11,068,000	)
Other income (expense):
Interest income		69,000			-			69,000
Other income		1,000			3,000			4,000
Interest expense		(185,000	)		-			(185,000	)
Gain on extinguishment of debt		969,000			-			969,000
Amortization of deferred financing costs a debt discount		(8,000	)		-			(8,000	)
Dividends on preferred stock		-			(73,000	)		(73,000	)
(Loss) gain on investments		10,609,000			56,000			10,665,000
Loss on equity method investment		604,000			-			604,000
Loss from continuing operations before income taxes		1,312,000			(335,000	)		977,000
Income tax benefit		1,774,000			-			1,774,000
Loss from continuing operations		3,086,000			(335,000	)		2,751,000
Loss from discontinued operations, net of tax		1,668,000			-			1,668,000
Net loss		1,418,000			(335,000	)		1,083,000
Loss from continuing operations attributed to noncontrolling interest		481,000			-			481,000
Net loss attributable to common stockholders	$	1,899,000		$	(335,000	)	$	1,564,000

DSS, Inc. and American Pacific Bancorp, Inc

Condensed Combined Statement of Operations

(unaudited)

For the Nine-Months Ended September 30, 2021

	DSS, Inc. (Purchaser)			American Pacific Bancorp, Inc. (Target)			Consolidated Proforma
Revenue:
Printed products	$	10,652,000		$	-		$	10,652,000
Rental income		184,000			-			184,000
Bank interest income		-			62,000			62,000
Direct marketing		2,382,000			-			2,382,000
Total revenue		13,218,000			62,000			13,280,000
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization		9,513,000			-			9,513,000
Selling, general and administrative (including stock based compensation)		17,621,000			151,000			17,772,000
Depreciation and amortization		2,075,000			-			2,075,000
Total costs and expenses		29,209,000			151,000			29,360,000
Operating loss		(15,991,000	)		(89,000	)		(16,080,000	)
Other income (expense):
Interest income		3,130,000			-			3,130,000
Other income		575,000			-			575,000
Interest expense		(157,000	)		-			(157,000	)
Gain on extinguishment of debt		116,000			-			116,000
Dividends on preferred stock		-			(111,000	)		(111,000	)
(Loss) gain on investments		(10,894,000	)		(134,000	)		(11,028,000	)
Loss on equity method investment		(2,556,000	)		-			(2,556,000	)
Loss from continuing operations before income taxes		(25,777,000	)		(334,000	)		(26,111,000	)
Income tax benefit		4,315,000			-			4,315,000
Loss from continuing operations		(21,462,000	)		(334,000	)		(21,796,000	)
Income from discontinued operations, net of tax		2,129,000			-			2,129,000
Net loss		(19,333,000	)		(334,000	)		(19,667,000	)
Loss from continuing operations attributed to noncontrolling interest		336,000			-			336,000
Net loss attributable to common stockholders	$	(18,997,000	)	$	(334,000	)	$	(19,331,000	)