-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxC1WqxHoDHAAgLT2RL8izXB5dJt4M34CWiK7Oo/QnasFAw15zrTSiUrVPYbOBB4 g6qZZ5UOtaVl3rFmC33mNQ== 0000950134-02-006552.txt : 20020606 0000950134-02-006552.hdr.sgml : 20020606 20020603134016 ACCESSION NUMBER: 0000950134-02-006552 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020319 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPRESO INC CENTRAL INDEX KEY: 0001108345 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 752849585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29883 FILM NUMBER: 02668695 BUSINESS ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 9724620100 MAIL ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: IMPRESO COM INC DATE OF NAME CHANGE: 20000302 8-K/A 1 d97463a1e8vkza.txt AMENDMENT NO. 1 TO FORM 8-K ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 MARCH 19, 2002 (Date of earliest event reported) IMPRESO, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-29883 75-2849585 (State or other jurisdiction (Commission File Number) (I.R.S. employer of incorporation) Identification Number)
652 SOUTHWESTERN BOULEVARD, COPPELL, TX 75019 (Address of principal executive offices) (972) 462-0100 (Registrant's Telephone Number, Including Area Code) ================================================================================ Impreso, Inc. hereby files Amendment No. 1 to its Form 8-K (date of report: March 19, 2002) filed with the Securities and Exchange Commission on April 3, 2002. This current report amends Item 7. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED The following audited financial statements, which are filed as Exhibit 99.2 to this report and are incorporated herein by reference thereto, were prepared to present the net assets and the revenues and expenses of United Computer Supplies, Inc. and its subsidiaries ("United") for the year ended December 31, 2001. The financial statements also include unaudited information for the six-month period ended February 28, 2002. 1. Report of Independent Auditor 2. Combined Balance Sheets 3. Combined Statements of Loss and Accumulated Deficit 4. Combined Statements of Cash Flows 5. Notes to Combined Financial Statements (b) PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial information, which is filed as Exhibit 99.3 to this report and is incorporated herein by reference thereto, relates to the March 19, 2002 acquisition of United. The transaction will be accounted for as a purchase business combination. The pro forma amounts have been prepared based on certain purchase accounting and other pro forma adjustments (as described in the accompanying notes) to the historical financial statements of Impreso, Inc. The unaudited pro forma consolidated balance sheet at February 28, 2002, reflects our historical financial position at February 28, 2002, combined with the allocated purchase price of United as of December 31, 2001, with pro forma adjustments as if the acquisition had occurred on February 28, 2001. The unaudited pro forma consolidated statement of income for the six-month period ended February 28, 2002, reflects the historical results of operations of both companies with pro forma acquisition adjustments as if the acquisition had occurred on September 1, 2001. The unaudited Pro Forma consolidated statement of income for the year ended August 31, 2001, reflects the historical results of operations of both companies with pro forma acquisition adjustments as if the acquisition had occurred on September 1, 2000. The pro forma adjustments are described in the accompanying notes and give effect to events that are (a) directly attributable to the acquisition, (b) factually supportable, and (c) in the case of certain statement of income adjustments, expected to have a continuing impact. The unaudited pro forma condensed financial statements should be read in connection with our historical financial statements and related footnotes. 2 The unaudited pro forma financial information presented is for information purposes only and does not purport to represent what our and United's financial position or results of operations as of the dates presented would have been had the acquisition in fact occurred on such date or at the beginning of the period indicated or to project our and United's financial position or results of operations for any future date or period. 1. Unaudited Pro Forma Consolidated Balance Sheet 2. Unaudited Pro Forma Consolidated Statement of Income 3. Notes to Unaudited Pro Forma Consolidated Financial Statements (c). EXHIBITS: 2.1 Asset Purchase Agreement by and between TST/Impreso, Inc. and Bank of America, N.A., and consented to by United Computer Supplies, Inc., United Computer Supplies-East, Inc. and John R. Zimmerman dated as of March 19, 2002* 99.1 Impreso, Inc. Press Release issued March 20, 2002 announcing the closing of the purchase* 99.2 Audited financial statements of United Computer Supplies, Inc. and its subsidiaries listed in Item 7 (a) of this report (filed herewith) 99.3 Unaudited Pro Forma Financial Statements of Impreso, Inc. and Subsidiaries listed on Item 7 (b) of this report (filed herewith) * Previously filed 3 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. IMPRESO, INC. (registrant) Dated: June 3, 2002 /s/ Marshall Sorokwasz -------------------------------- Marshall Sorokwasz, Chairman of the Board, Chief Executive Officer, President, and Director /s/ Susan Atkins -------------------------------- Susan Atkins, Chief Financial Officer and and Vice President 4 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 2.1 Asset Purchase Agreement by and between TST/Impreso, Inc. and Bank of America, N.A., and consented to by United Computer Supplies, Inc., United Computer Supplies-East, Inc. and John R. Zimmerman dated as of March 19, 2002* 99.1 Impreso, Inc. Press Release issued March 20, 2002 announcing the closing of the purchase* 99.2 Audited financial statements of United Computer Supplies, Inc. and its subsidiaries listed in Item 7 (a) of this report (filed herewith) 99.3 Unaudited Pro Forma Financial Statements of Impreso, Inc. and Subsidiaries listed on Item 7 (b) of this report (filed herewith)
* Previously filed EX-99.2 3 d97463a1exv99w2.txt AUDITED FINANCIAL STATEMENTS - UNITED COMPUTER EXHIBIT 99.2 United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Contents
Exhibit 99.2 Page ---- Independent Auditor's Report 1 Combined Balance Sheets 2 Combined Statements of Income and Accumulated Deficit 3 Combined Statements of Cash Flows 4 Notes to Combined Financial Statements 5-9
Independent Auditor's Report Board of Directors United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Itasca, Illinois We have audited the accompanying combined balance sheet of United Computer Supplies, Inc. and United Computer Supplies-East, Inc. as of December 31, 2001 and the related combined statements of income and accumulated deficit and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2001 combined financial statements referred to above present fairly, in all material respects, the combined financial position of United Computer Supplies, Inc. and United Computer Supplies-East, Inc. as of December 31, 2001 and the combined results of its operations and its combined cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 9, the Companies have experienced significant net losses over the past two years, resulting in a material deterioration in the Companies working capital position. In addition, the Companies are not in compliance with certain covenants of their loan agreements, causing them to be in technical default of these agreements. The above-described conditions raise substantial doubt about the Companies' ability to continue as a going concern. The financial statements do not include any adjustments that might arise from the outcome of this uncertainty. May 6, 2002 United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Combined Balance Sheets December 31, 2001 and February 28, 2002 (Unaudited) ================================================================================ Assets
(Unaudited) December 31, February 28, 2001 2002 --------------- --------------- CURRENT ASSETS Cash $ 361,193 $ 359,965 Customer receivables 2,914,505 3,257,053 Inventories 3,936,485 3,234,371 Prepaid expenses and deposits 200,074 468,365 --------------- --------------- Total Current Assets 7,412,257 7,319,754 Property and Equipment (Net of accumulated depreciation and amortization) 6,209,627 6,108,830 --------------- --------------- $ 13,621,884 $ 13,428,584 =============== =============== Liabilities and Stockholders' Deficit Current Liabilities Short-term borrowings$ 3,470,541 $ 2,880,909 Accounts payable - Trade 4,726,403 5,192,280 Long-term debt due within one year 4,861,766 4,713,664 Note payable -Stockholder 340,000 340,000 Accrued expenses Salaries, wages and other compensation 90,003 90,003 Vacation 176,345 171,518 Other accrued liabilities 156,154 177,754 --------------- --------------- Total Current Liabilities 13,821,212 13,566,128 --------------- --------------- Stockholders' Deficit Common stock United Computer Supplies, Inc.; authorized 5,000 shares; issued and outstanding 844.44 shares 141,000 141,000 United Computer Supplies-East, Inc. 1,055.55 shares issued and outstanding 111,000 111,000 Accumulated deficit (Exhibit B) (451,328) (389,544) --------------- --------------- Total Stockholders' Deficit (199,328) (137,544) --------------- --------------- $ 13,621,884 $ 13,428,584 =============== ===============
The accompanying notes are an integral part of the combined financial statements. - 2 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Combined Statements of Loss and Accumulated Deficit Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================
(Unaudited) Year Ended Six Months Ended December 31, February 28, 2001 2002 --------------- --------------- Net Sales $ 33,620,759 $ 18,085,752 Cost of Goods Sold 31,086,567 16,146,538 --------------- --------------- Gross Profit 2,534,192 1,939,214 --------------- --------------- Operating Expenses Selling expenses 2,645,486 1,316,499 General and administrative expenses 1,858,455 1,255,448 --------------- --------------- Total Operating Expenses 4,503,941 2,571,947 --------------- --------------- Net Operating Loss (1,969,749) (632,733) --------------- --------------- Other Expense (Income) Interest expense 1,200,840 759,744 (Gain) loss on sale of property, plant and equipment (3,603) 4,906 Rental income (286,228) (138,728) --------------- --------------- Total Other Expense 911,009 625,922 --------------- --------------- Net Loss (2,880,758) (1,258,655) Retained Earnings, Beginning of Period 2,429,430 869,111 --------------- --------------- Accumulated Deficit, End of Period (Exhibit A) $ (451,328) $ (389,544) =============== ===============
The accompanying notes are an integral part of the combined financial statements. - 3 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Combined Statements of Cash Flows Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================
(Unaudited) Year Ended Six Months Ended December 31, February 28, 2001 2002 --------------- ---------------- Cash Flows from Operating Activities Net loss $ (2,880,758) $ (1,258,655) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 597,293 315,050 Provision for losses on receivables 488,364 488,364 (Gain) loss on sale of assets (3,603) 4,906 (Increase) decrease in Receivables 132,284 (282,258) Inventories 1,065,036 1,142,898 Prepaid expenses and deposits 105,662 (63,849) Increase (decrease) in Accounts payable 1,287,257 368,888 Accrued expenses (82,677) 21,989 --------------- --------------- Total Adjustments 3,589,616 1,995,988 --------------- --------------- Net Cash Provided by Operating Activities 708,858 737,333 --------------- --------------- Cash Flows from Investing Activities Proceeds from sale of fixed assets 10,410 10,410 Capital expenditures (81,107) (96,744) --------------- --------------- Net Cash Used in Investing Activities (70,697) (86,334) --------------- --------------- Cash Flows from Financing Activities Net repayments under line of credit (208,874) (407,156) Principal payments on long-term debt (326,990) (263,608) --------------- --------------- Net Cash Used in Financing Activities (535,864) (670,764) --------------- --------------- Net Increase (Decrease) in Cash 102,297 (19,765) Cash, Beginning of Period 258,896 379,730 --------------- --------------- Cash, End of Period $ 361,193 $ 359,965
The accompanying notes are an integral part of the combined financial statements. - 4 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Notes to Combined Financial Statements Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Note 1 - Nature of Operations The Companies manufacture and distribute paper products and business forms to be used with computers or computer-related applications. The Companies also manufacture and distribute paper rolls and related products to be used in retail applications, such as cash registers and gas station pumps. Products are sold primarily to distributors located throughout the midwest and eastern sections of the United States. Note 2 - Summary of Significant Accounting Policies Combined Financial Statements The combined financial statements include the accounts of United Computer Supplies, Inc. and United Computer Supplies-East, Inc. (collectively known as UCS or the Company), which are both commonly controlled and managed. All intercompany transactions and intercompany account balances have been eliminated in preparation of the combined financial statements. Inventories Inventories are valued at the lower of cost or market using the last-in, first-out method. Depreciation and Amortization The Company's policy is to depreciate or amortize the cost of property and equipment over the estimated useful lives of the assets as indicated in the following tabulation by use of the straight-line method. The cost of leasehold improvements is amortized over their useful lives, or the applicable lease term, if shorter.
Years ----------- Building and improvements 40 Leasehold improvements 10 Production equipment 5-10 Office equipment 5-10 Automobiles 5
Income Taxes The Companies have elected to be taxed as S corporations under provisions of the Internal Revenue Code. Therefore, the financial statements do not include a provision for corporate income taxes. - 5 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Notes to Combined Financial Statements Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Note 2 - Summary of Significant Accounting Policies (Continued) Management Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 those estimates. Note 3 - Inventories
(Unaudited) 2001 2002 ---------------- ---------------- Raw materials $ 1,888,249 $ 1,308,658 Work in process 110,669 129,630 Finished goods 2,080,467 1,938,983 LIFO reserve (142,900) (142,900) ---------------- ---------------- $ 3,936,485 $ 3,234,371 ================ ================
If the first-in, first-out (FIFO) method of inventory accounting had been used by UCS, inventories would have been $142,900 and $166,801 higher than reported as of December 31, 2001 and February 28, 2002, respectively. Note 4 - Property and Equipment
(Unaudited) 2001 2002 ---------------- ---------------- Building and improvements $ 3,446,601 $ 3,446,601 Leasehold improvements 102,959 102,959 Production equipment 8,184,964 8,188,827 Office equipment 354,810 349,614 ---------------- ---------------- 12,089,334 12,088,001 Accumulated depreciation and amortization (5,879,707) (5,979,171) ---------------- ---------------- $ 6,209,627 $ 6,108,830 ================ ================
- 6 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Notes to Combined Financial Statements Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Note 5 - Short-Term Borrowings As of December 31, 2001, UCS was obligated under a line of credit agreement with a bank for $3,470,541. Borrowings under this line of credit bear interest as stated in the credit agreement (9.5% as of December 31, 2001) and are secured by substantially all of the company's assets. As of December 31, 2001, there were no additional available borrowings on this line of credit and UCS was in default of loan and security agreement (Note 6). Note 6 - Long-Term Debt
(Unaudited) 2001 2002 ------------- ------------- Mortgage loan payable, bank, principal and interest paid monthly at 9.5% and expires in July 2001.* $ 3,065,998 $ 3,055,972 Note payable, bank, principal and interest paid monthly at 9%, final balloon payment due June 2005.* 887,941 787,805 Note payable, bank, principal and interest paid monthly at 8.25%, final balloon payment due November 2004.* 907,827 869,887 Note payable, stockholder, with interest payments at 10% due in monthly installments. No payback schedule established on principal. 340,000 340,000 ------------- ------------- Long-term debt, net 5,201,766 5,053,664 Less current maturities (5,201,766) (5,053,664) ------------- ------------- $ -- $ -- ============= =============
* The notes payable and line of credit (Note 5) contain certain covenants relating to the indebtedness. In addition, the agreement requires UCS to maintain compliance with a minimum tangible net worth target and other financial ratios. UCS is not in compliance with these covenants as of December 31, 2001, and therefore is in default on the loan and security agreement. Because of this default, the long-term portion of the obligations covered by this agreement has been reclassified as a current liability on the balance sheet. Interest expense on the stockholder note payable was $34,000 for the year ended December 31, 2001. - 7 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Notes to Combined Financial Statements Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Note 7 - Operating Leases UCS occupies three buildings under separate operating leases. The leases provide for minimum monthly lease payments ranging from $12,500 to $31,000 throughout the lease terms and expire between August 2004 and May 2006. In addition, the Company has agreed to pay for certain maintenance and taxes as defined in the lease agreements. The leases contain renewal options, which are not assured of being exercised and therefore are not included in the schedule below. Total rental expenses for these leases amounted to $725,835 for the year ended December 31, 2001. The following is a schedule by year of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 31, 2001: Fiscal Year Ending December 31: 2002 $ 736,067 2003 743,047 2004 572,777 2005 227,101 2006 95,518 --------------- Total Minimum Payments Required $ 2,374,510 ===============
Note 8 - Major Customer For the year ended December 31, 2001, sales to a major customer amounted to more than 10% of total sales. The amount of revenue from such customer amounted to approximately $4,700,000. The receivable balance for this customer was $566,003 as of December 31, 2001. - 8 - United Computer Supplies, Inc. and United Computer Supplies-East, Inc. Notes to Combined Financial Statements Year Ended December 31, 2001 and the Six Months Ended February 28, 2002 (Unaudited) ================================================================================ Note 9 - Going Concern and Subsequent Sale of Assets UCS has experienced significant net losses for the past two years, resulting in a material deterioration in the Company's working capital position. In addition, as described in Note 6, the Company is not in compliance with certain covenants of their loan agreements, causing them to be in technical default of these agreements. The combination of the events described above raises substantial doubt about the Company's ability to continue as a going concern. On March 19, 2002, the company sold inventory and substantially all of its machinery and office equipment to an unrelated party for $2,907,346. Note 10 - Other Cash Flow Information Cash payments for interest amounted to $1,200,541 for the year ended December 31, 2001. - 9 - EX-99.3 4 d97463a1exv99w3.txt UNAUDITED PRO FORMA FINANCIAL STATEMENTS - IMPRESO EXHIBIT 99.3 ITEM 7(b) 1. IMPRESO, INC. AND SUBISIDARIES PRO FORMA CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 2002 (UNAUDITED) (IN THOUSANDS)
United Computer Supplies, Impreso, Inc. Inc. Historical Historical Proforma 2/28/2002 2/28/2002 Adjustments PROFORMA ASSETS Current Assets: Cash and cash equivalents 276 360 (612) (a) 24 Trade accounts receivable, net of allowance 11,517 3,257 (3,257) (a) 11,517 Inventories 36,052 3,234 (160) (a) 39,126 Prepaid expenses and other 336 468 (418) (a) 386 Deferred income tax assets 159 -- -- 159 ---------- ---------- ---------- ---------- Total current assets 48,340 7,319 (4,447) 51,212 ---------- ---------- ---------- ---------- Property, plant and equipment, at cost 21,829 12,088 (6,865) (a) 27,052 Less accumulated depreciation and amortization (11,088) (5,979) 5,979 (a) (11,088) ---------- ---------- ---------- ---------- Net property and equipment 10,741 6,109 (886) 15,964 ---------- ---------- ---------- ---------- Other assets 217 -- -- 217 ---------- ---------- ---------- ---------- Total assets 59,298 13,428 (5,333) 67,393 ========== ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 16,926 5,192 (5,192) (a) 16,926 Accrued liabilities 2,047 439 (310) (a) 2,176 Current maturities of long-term debt 682 5,054 (5,054) (a) 682 Line of credit 17,001 2,881 (420) (a) 19,462 ---------- ---------- ---------- ---------- Total current liabilities 36,656 13,566 (10,976) 39,246 ---------- ---------- ---------- ---------- Deferred compensation -- -- 805 (a) 805 Deferred income tax liability 972 -- -- 972 Long-term debt, net of current maturities 5,994 -- 4,700 (a) 10,694 ---------- ---------- ---------- ---------- Total liabilities 43,622 13,566 (5,471) 51,717 ---------- ---------- ---------- ---------- Stockholders' equity: Common stock 53 252 (252) (a) 53 Warrants 34 -- -- 34 Treasury stock (39) -- -- (39) Additional paid in capital 6,320 -- -- 6,320 Retained earnings (Accumulated Deficit) 9,308 (390) 390 (a) 9,308 ---------- ---------- ---------- ---------- Total stockholders' equity 15,676 (138) 138 15,676 ---------- ---------- ---------- ---------- Total liabilities and stockholders' equity 59,298 13,428 (5,333) 67,393 ========== ========== ========== ==========
The accompanying notes are an integral part of these condensed financial statements EXHIBIT 99.3 Item 7 (b) 2. IMPRESO, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED FEBRUARY 28, 2002 (UNAUDITED) (IN THOUSANDS)
United Computer Supplies, Impreso, Inc. Inc. Historical Historical Proforma 2/28/2002 2/28/2002 Adjustments PROFORMA Net Sales 51,744 18,086 -- 69,830 Cost of Sales 46,315 16,147 -- 62,462 -------------- -------------- -------------- ------------- Gross Profit 5,429 1,939 -- 7,368 -------------- -------------- -------------- ------------- Other costs and expenses Selling, general and administrative 4,222 2,572 -- 6,794 Interest expense 831 760 (595) (a) 996 Other income, net (1,111) (134) -- (1,245) -------------- -------------- -------------- ------------- Total other costs and expenses 3,942 3,198 (595) 6,545 -------------- -------------- -------------- ------------- Income (loss) before income tax expense 1,487 (1,259) 595 823 -------------- -------------- -------------- ------------- Income tax expense Current 556 -- 200 (b) 756 Deferred 2 -- -- 2 -------------- -------------- -------------- ------------- Total income tax expense 558 -- 200 758 -------------- -------------- -------------- ------------- Net income (Loss) 929 (1,259) 395 65 ============== ============== ============== ============= Net income (loss) per share (basic and diluted) 0.18 0.01 ============== ============= Weighted average shares outstanding 5,278,780 5,278,780 ============== =============
The accompanying notes are an integral part of these condensed financial statements. EXHIBIT 99.3 Item 7 (b) 3. IMPRESO, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED AUGUST 31, 2001 (UNAUDITED) (IN THOUSANDS)
United Computer Supplies, Impreso, Inc. Inc. Historical Historical Proforma 8/31/2001 8/31/2001 Adjustments PROFORMA Net Sales 96,208 34,215 -- 130,423 Cost of Sales 84,752 31,844 -- 116,596 ------------- ------------- ------------- ------------- Gross Profit 11,456 2,371 -- 13,827 ------------- ------------- ------------- ------------- Other costs and expenses Selling, general and administrative 7,873 4,153 -- 12,026 Interest expense 1,632 817 (487) (a) 1,962 Other income, net (72) (293) -- (365) ------------- ------------- ------------- ------------- Total other costs and expenses 9,433 4,677 (487) 13,623 ------------- ------------- ------------- ------------- Income (loss) before income tax expense 2,023 (2,306) 487 204 ------------- ------------- ------------- ------------- Income tax expense Current 725 -- 165 (b) 890 Deferred 51 -- -- 51 ------------- ------------- ------------- ------------- Total income tax expense 776 -- 165 941 ------------- ------------- ------------- ------------- Net income (Loss) 1,247 (2,306) 322 (737) ============= ============= ============= ============= Net income (loss) per share (basic and diluted) 0.24 (0.14) ============= ============= Weighted average shares outstanding 5,281,583 5,281,583 ============= =============
The accompanying notes are an integral part of these condensed financial statements. EXHIBIT 99.3 ITEM 7 (b) 4. IMPRESO, INC. NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (a) To record purchase adjustments necessary to reflect the fair value of assets acquired and liabilities assumed, to eliminate assets not acquired and liabilities not assumed, to record debt issued in connection with the acquisition and the related impact on interest expense, and to eliminate the equity of the acquired entity. (b) To adjust the provision for income taxes for the effect of the preceding pro forma adjustments. -----END PRIVACY-ENHANCED MESSAGE-----