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)
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 Presiden
