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 Presiden
