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. $(265,064)
Tyree Holdings Corp. (545,281)
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$(810,345)
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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
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Joseph F. Ingrassia, Vice President