-----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, EHJ+7TtdowMuIHtk0XA6vUamkaivb/eKeN4wm0kcryWORJeowQnpzkarzbRyywfB GCQAqlZ50y+lZQkKn7IWMg== 0000889812-96-000819.txt : 19960705 0000889812-96-000819.hdr.sgml : 19960705 ACCESSION NUMBER: 0000889812-96-000819 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960528 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK SOLUTIONS INC CENTRAL INDEX KEY: 0000807397 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 112684481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17118 FILM NUMBER: 96590718 BUSINESS ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 BUSINESS PHONE: 2013688118 MAIL ADDRESS: STREET 1: 1515 BROAD ST STREET 2: PARKWAY TECHNICAL CENTER CITY: BLOOMFIELD STATE: NJ ZIP: 07003 FORMER COMPANY: FORMER CONFORMED NAME: SHOWCASE COSMETICS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 AMENDMENT NO. 2 TO CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 28, 1996 MARK SOLUTIONS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17118 112864481 (State or Other Jurisdiction Commission (IRS Employer Of Incorporation) File Number) Identification Number) Parkway Technical Center, 1515 Broad Street, Bloomfield, New Jersey 07003 (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code (201) 893-0500 - -------------------------------------------------------------------------------- (Former Name and Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT This amendment No. 2 to Current Report on Form 8-K amends Item 7 of the Form 8-K of Mark Solutions, Inc. ("Mark") dated May 28, 1996 to include the following Financial Statements and Pro Forma Information which was excluded from the original filing pursuant to Item 7(a)(4) of Form 8-K: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired 1. Simis Medical Imaging Limited Audited Profit and Loss Account and Balance Sheet for the fiscal years ended December 31, 1995 and 1994; 2. Simis Medical Imaging Limited Unaudited Profit and Loss Account and Balance Sheet for the period ended March 31, 1996 (b) Pro Forma Financial Information 1. Pro Forma Combined Balance Sheet at March 31, 1996 2. Pro Forma Combined Statement of Operations for Nine Months Ended March 31, 1996 and Fiscal Year Ended June 30, 1995 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. MARK SOLUTIONS, INC. July 3, 1996 By: /s/ Carl Coppola President and Chief Executive Officer SIMIS MEDICAL IMAGING LIMITED FINANCIAL STATEMENT 31 DECEMBER 1995 BAKER TILLY CHARTERED ACCOUNTANTS OLD SARUM HOUSE 49 PRINCES STREET YEOVIL SOMERSET BA20 1 EG SIMIS MEDICAL IMAGING LIMITED PAGE 1 DIRECTORS AND OFFICERS - -------------------------------------------------------------------------------- DIRECTORS C P R Cummins I A Baverstock SECRETARY Seymour MacIntyre Limited REGISTERED OFFICE Abbots Fee Greenhill SHERBORNE Dorset BA20 1EG AUDITORS Baker Tilly Chartered Accountants Old Sarum House 49 Princes Street YEOVIL Somerset BA20 1EG SIMIS MEDICAL IMAGING LIMITED PAGE 2 DIRECTORS' REPORT - -------------------------------------------------------------------------------- The directors submit their report and financial statements of Simis Medical Imaging Limited for the year ended 31 December 1995. PRINCIPAL ACTIVITIES The principal activity of the company during the year was computer software development and maintenance. REVIEW OF THE BUSINESS The business suffered a substantial loss in sales revenue during 1995, whilst the operating expenses remained relatively constant. The loss of revenue was attributable in the main to delays involved in changing the company's product lines from UNIX workstations to customer preferred Windows NT based platforms. Another major contributing factor was the lack of anticipated business from its overseas distributors. During 1995 strenuous efforts were taken to develop products on the newer platforms which at the end of the year was on target. During the latter part of 1995 the company underwent a major restructuring process in which several new employees were recruited to met the forecast demands of 1996. The company takes the view that it will recover all losses and return to profitability in 1996; this is backed by the high probability of the company being awarded a major contract to provide its latest PACS software in conjunction with an international manufacturer of computers; to supply substantial enhancements to one of its major reference sites and income will start to flow from its distributors. RESULTS AND DIVIDENDS The trading loss for the year after taxation was 124,674 Pounds. No dividend has been declared. CHARITABLE CONTRIBUTIONS During the year the company made charitable contributions totaling 5 Pounds. DIRECTORS The following directors have held office since 1 January 1995: C P R Cummins I A Baverstock SIMIS MEDICAL IMAGING LIMITED PAGE 3 DIRECTORS' REPORT - -------------------------------------------------------------------------------- DIRECTORS' INTEREST IN SHARES AND DEBENTURES Directors' interests in the shares of the company were as follows: Ordinary Shares of 1 Pound each 31 December 1995 31 December 1994 ---------------- ---------------- Mr. C. P. R.Cummins (Medical 450 450 Imaging Products & Services) Mr. I. A. Baverstock 113 450 At 31 December 1994, 450 shares were held by Simis Limited, a company in which Mr. Baverstock was a director. These shares were subsequently transferred and Mr. Baverstock now holds 113 shares in his own name. FIXED ASSETS The significant changes in fixed assets during the year are explained in note 8 to the financial statements. By order of the board C.P.R. Cummins I. A. Baverstock Director Director SIMIS MEDICAL IMAGING LIMITED PAGE 4 DIRECTORS' RESPONSIBILITIES IN THE PREPARATION OF FINANCIAL STATEMENTS for the year ended 31 December 1995 - -------------------------------------------------------------------------------- Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for the period. In preparing those financial statements, the directors are required to: a: select suitable accounting policies and then apply them consistently; b: make judgements and estimates that are reasonable and prudent; c: prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose at any time the financial position of the company and to enable them to ensure that the financial statements comply with the requirements of the Companies Act of 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. PAGE 5 AUDITORS' REPORT TO THE MEMBERS OF SIMIS MEDICAL IMAGING LIMITED - -------------------------------------------------------------------------------- We have audited the financial statements on pages 6 to 13. Respective responsibilities of directors and auditors. As described on page 4 the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the financial statements. Fundamental uncertainty These accounts have been prepared under the going concern accounting policy as stated on page 8. This is on the basis that the directors will continue to obtain sufficient finance to meet the company's liabilities. Our opinion is not qualified in this respect. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs at 31 December 1995 and of its loss for the year then ended and have been properly prepared in accordance with the provision of the Companies Act 1985. BAKER TILLY Registered Auditor Chartered Accountants Old Sarum House 49 Princes Street YEOVIL Somerset BA20 1ED SIMIS MEDICAL IMAGING LIMITED PAGE 6 PROFIT AND LOSS ACCOUNT For the year ended 31 December 1995 - -------------------------------------------------------------------------------- NOTES 1995 1994 TURNOVER 1 365,253 604,448 Cost of Sales 255,464 291,640 -------- ------- Gross Profit 109,789 312,808 Other operating expenses (net) 2 272,519 281,852 -------- ------- OPERATING (LOSS)/PROFIT (162,730) 30,956 Investment Income 3 2,213 3,074 -------- ------- (160,517) 34,030 Interest payable 3 (753) (92) -------- ------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 4 (161,270) 33,938 Taxation 6 36,596 (12,031) -------- ------- RETAINED (LOSS)/PROFIT FOR THE YEAR 13 Pounds (124,674) 21,907 No separate Statement of Total Recognised Gains and Losses has been presented as all such gains and losses have been dealt with in the Profit and Loss Account. The loss for the year arises from the company's continuing operations. SIMIS MEDICAL IMAGING LIMITED PAGE 7 BALANCE SHEET 31 December 1995 - ------------------------------------------------------------------------------- Notes 1995 1994 FIXED ASSETS Tangible Assets 8 31,893 52,538 -------- ------- CURRENT ASSETS Stocks 9 1,441 20,000 Debtors 10 121,790 119,952 Cash in bank and in hand 4,537 75,498 -------- ------- 127,768 215,450 -------- ------- CREDITORS Amounts falling due within one year 11 (148,448) (132,101) -------- ------- NET CURRENT ASSETS/(LIABILITIES) (20,680) 83,349 -------- ------- TOTAL ASSETS LESS CURRENT LIABILITIES Pounds 11,213 135,887 -------- ------- CAPITAL AND RESERVES Called up share capital 12 900 900 Profit and loss account 13 10,313 134,987 -------- ------- Pounds 11,213 135,887 -------- ------- Approved by the board on 25th April 1996 C.P.R. Cummins - Director I. A. Baverstock - Director SIMIS MEDICAL IMAGING LIMITED PAGE 8 ACCOUNTING POLICIES Financial statements for the year ended 31 December 1995 - -------------------------------------------------------------------------------- BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention in accordance with applicable accounting standards. GOING CONCERN The financial statements have been prepared on a going concern basis as the directors have confirmed that they will continue to provide the company with financial support and will provide any additional support which the company may require in order to continue trading. TANGIBLE FIXED ASSETS Fixed assets are stated at historical cost. Depreciation is provided on all tangible fixed assets other than freehold land at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows: Office equipment, fixtures and fittings - 25% per annum on cost Computer hardware - 25% per annum on cost Computer software - 50% per annum on cost Motor vehicles - 25% per annum on cost STOCKS AND WORK IN PROGRESS Stocks and work in progress are valued at the lower of cost and net realizable value. Cost of finished goods and work in progress includes overheads appropriate to the stage of manufacture. Net realizable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete and slow-moving items. Long term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. DEFERRED TAXATION Provision is made for taxation deferred or accelerated by the effect of timing differences, to the extent that it is probably that a liability will crystallize, at the rate expected to be ruling at that date. TURNOVER Turnover represents the invoiced value, net of Value Added Tax, of goods and services provided to customers. SIMIS MEDICAL IMAGING LIMITED PAGE 9 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - --------------------------------------------------------------------------------
1995 1994 1. TURNOVER AND (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION The company's turnover and profit before taxation were all derived from its principal activity. Sales were made in the following geographical markets: United Kingdom and Europe 365,253 604,448 ------- ------- Pounds 365,253 604,448 ------- ------- 2. OTHER OPERATING EXPENSES (NET) Administration expenses 273,234 281,852 Other operating income (715) ------- ------- Pounds 272,519 281,852 ------- ------- 3. INVESTMENT INCOME Other interest receivable Pounds 2,213 3,074 ------- ------- INTEREST PAYABLE On VAT assessment 371 - On Corporation tax assessment 382 - On PAYE assessment - 92 ------- ------- Pounds 753 92 ------- ------- 4. (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (Loss)/Profit on ordinary activities before taxation is stated after charging: Depreciation and amounts written off tangible fixed assets: Charge for the period owned assets Pounds 41,108 35,824 Loss on disposal - 2,820 Auditors' remuneration 1,200 1,200 ------- -------
SIMIS MEDICAL IMAGING LIMITED PAGE 10 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - --------------------------------------------------------------------------------
1995 1994 5. EMPLOYEES The average weekly number of persons No. No. (including directors) employed by the company during the year was: 8 9 Staff costs for the above persons: Wages and salaries 140,901 153,404 Social security costs 13,992 14,813 ------- ------- Pounds 154,893 168,217 ------- -------
The directors received remuneration from the company during the year of Pounds 2,750. (1994 Pounds Nil). See also note 16. 6. TAXATION Based on the profit for the year: UK Corporation tax at 25% (1994 - 25%) Pounds (35,022) 11,889 (Over)/under provided in earlier years (1,574) 142 ------- ------- Pounds (36,596) 12,031 ------- ------- 7. DIVIDENDS Final Paid Pounds - - ------- -------
SIMIS MEDICAL IMAGING LIMITED PAGE 11 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - -------------------------------------------------------------------------------- 8. TANGIBLE FIXED ASSETS
OFFICE EQUIPMENT MOTOR COMPUTER COMPUTER FIXTURES & VEHICLES HARDWARE SOFTWARE FITTINGS TOTAL Cost: 1 January 1995 ----------- 101,283 18,298 25,650 145,231 Additions ----------- 13,052 7,411 -------- 20,463 ----------- ------- ------ -------- ------- 31 December 1995 ----------- 114,335 25,709 25,650 165,694 ----------- ------- ------ -------- ------- Depreciation: 1 January 1995 ----------- 59,635 14,913 18,145 92,693 Charge for year ----------- 27,664 7,091 6,353 41,108 ----------- ------- ------ -------- ------- 31 December 1995 ----------- 87,299 22,004 24,498 133,801 ----------- ------- ------ -------- ------- Net Book Value: 31 December 1995 ----------- 27,036 3,705 1,152 31,893 ----------- ------- ------ -------- ------- 1 January 1995 ----------- 41,648 3,385 7,505 52,538 ----------- ------- ------ -------- -------
SIMIS MEDICAL IMAGING LIMITED PAGE 12 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------- 1995 1994 9. STOCKS Raw materials and consumables 1,441 ------ Work in progress ------ 20,000 --------- --------- Pounds 1,441 20,000 --------- --------- 10. DEBTORS Due within one year: Trade debtors 69,736 106,984 Other debtors 38,565 4,046 Prepayments and accrued income 13,489 8,922 --------- --------- Pounds 121,790 119,952 --------- --------- 11. CREDITORS Amounts falling due within one year: Bank loans and overdrafts 25,498 --------- Trade creditors 41,107 29,426 Corporation tax --------- 11,889 Other taxation and social security costs 5,015 4,391 Balances due to related company 14,776 9,715 Balances due to related party 28,875 20,897 Accruals and deferred income 33,177 55,783 --------- --------- Pounds 148,448 132,101 --------- --------- Trade creditors are generally subject to retention of title clauses. The company's bankers hold a debenture over all assets. SIMIS MEDICAL IMAGING LIMITED PAGE 13 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - --------------------------------------------------------------------------------
1995 1994 12. SHARE CAPITAL Authorized: 900 ordinary shares of Pounds 1 each 900 900 --------- -------- Allotted, issued and fully paid: 900 ordinary shares of Pounds 1 each 900 900 --------- -------- 13. PROFIT AND LOSS ACCOUNT 1 January 1995 134,987 113,080 (Loss)/Profit for the year (124,674) 21,907 --------- -------- 31 December 1995 Pounds 10,313 134,987 14. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS (Loss)/Profit for the financial year (124,674) 21,907 Dividends - - --------- -------- Net reduction/addition to shareholders' funds (124,674) 21,907 Opening shareholders' funds 134,987 113,080 --------- -------- Closing shareholders' funds 10,313 134,987 --------- -------- 15. PENSION COMMITMENTS The company operated a defined contribution pension scheme whose assets are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company and amount to Pounds Nil in 1995 (1994 Pounds 1,324). 16. DIRECTORS' INTERESTS IN CONTRACTS The company incurred management charges of Pounds 44,320 in the year from SIMIS Limited, I A Baverstock is a director of both companies. The company incurred consultancy charges and expenses of Pounds 56,796 in the year from Medical Imaging Products and Services and Cummins Consultancy and Services Limited. C P R Cummins is a director of both Simis Medical Imaging Limited and Cummins Consultancy and Services Limited and a partner in Medical Imaging Products and Services which owns 50% of the share capital. SIMIS MEDICAL IMAGING LIMITED PAGE 14 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - -------------------------------------------------------------------------------- 17. CONTINGENT LIABILITIES The company has made sales of equipment during the year which are not covered by maintenance contracts. Should they require repair or replacement this cost would be borne by the company. The approximate cost would be Pounds 1,500. 18. PURCHASE COMMITMENTS The company sponsors a Ph.D. student at Imperial College, London. There are outstanding future commitments in respect of this sponsorship of approximately Pounds 4,250 for the year ending 31 December 1996. In addition should the student remain a further year there will be a further liability in the year ending 31 December 1998. SIMIS MEDICAL IMAGING LIMITED SCHEDULE 1 DETAILED TRADING PROFIT AND LOSS ACCOUNT For the year ended 31 December 1995 - --------------------------------------------------------------------------------
1995 1994 SALES Imtran sale 201,494 462,597 Optical disc sales 14,292 29,411 Consultancy 27,695 4,218 Customer maintenance 108,552 101,811 CPRC personal 11,874 - Other sales 1,346 - Other work done - 6,340 Distribution and carriage - 71 ---------- --------- 365,253 604,448 COST OF SALES Opening stock 20,000 1,273 Imtran costs 70,841 104,571 Optical disc costs 9,852 27,240 Other cost of sales 945 2,838 Customer maintenance (80) 15,939 Wages and salaries 155,347 159,779 ---------- --------- 256,905 311,640 Closing stock 1,441 20,000 ---------- --------- 255,464 291,640 ---------- --------- GROSS PROFIT 30.1% 109,789 51.8% 312,808 SUNDRY TRADING INCOME Other operating income 715 - Deposit account interest 2,213 3,074 2,928 3,074 ---------- --------- 112,717 315,882 OVERHEADS PER SCHEDULE Labor Costs 77,845 86,563 Establishment 41,547 34,126 Administrative and general 104,739 117,158 Selling and distribution 5,952 4,185 Financial 2,043 1,176 Depreciation 41,108 38,644 ---------- --------- 273,234 281,852 ---------- --------- (160,517) 34,030 INTEREST PAYABLE 753 92 ---------- --------- (LOSS)/PROFIT FOR THE YEAR Pounds (161,270) Pounds 33,938 ---------- ---------
SIMIS MEDICAL IMAGING LIMITED SCHEDULE 2 SCHEDULE OF OVERHEADS For the year ended 31 December 1995 - --------------------------------------------------------------------------------
1995 1994 LABOR COSTS Wages and national insurance 77,446 86,563 Training 339 - ---------- --------- 77,845 86,563 ESTABLISHMENT Rent 20,827 19,208 Rates and water 7,198 6,475 Repairs to property 165 - Lighting and heating 1,705 1,462 Service charge 11,652 6,981 ---------- --------- 41,547 34,126 ADMINISTRATIVE AND GENERAL Repairs to plant 608 (1,841) Motor vehicle expenses - 13,098 Insurance (4,020) 9,715 Printing,stationery and postage 8,128 10,314 Telephone 12,450 16,299 Traveling expenses 29,661 30,604 Accountancy charges 2,430 4,275 Consultancy fees 25,966 26,042 Legal and professional fees 25,989 3,420 Subscriptions and donations 915 2,181 Cleaning 1,837 1,811 General expenses 775 1,240 ---------- --------- 104,739 117,158 SELLING AND DISTRIBUTION Sales promotion 2,177 (1,585) Advertising 2,622 2,707 Entertaining 1,098 1,336 Bad debts 55 1,727 ---------- --------- 5,952 4,185 FINANCIAL Bank charges 2,043 1,176 ---------- --------- 2,043 1,176 DEPRECIATION Charged for the year 41,108 35,824 Loss on sale of fixed assets - 2,820 ---------- --------- 41,108 38,644 ---------- --------- TOTAL OVERHEAD EXPENSES Pounds 273,234 Pounds 281,852
SIMIS MEDICAL IMAGING LIMITED FINANCIAL STATEMENT 31 MARCH 1996 SIMIS MEDICAL IMAGING LIMITED BALANCE SHEET 31 March 1996 31 March 1996 -------------------------- FIXED ASSETS Tangible Assets 27,789 CURRENT ASSETS Stocks 1,441 Debtors 140,465 Corporation Tax 23,132 Prepayments 7,746 Cash in bank and in hand 20,437 -------- POUNDS 193,221 -------- CREDITORS Amounts falling due within one year POUNDS 174,815 -------- NET CURRENT ASSETS/ (LIABILITIES) POUNDS 18,406 -------- TOTAL ASSETS LESS CURRENT LIABILITIES POUNDS 46,195 -------- CAPITAL AND RESERVES Called up share capital 900 Profit and loss account 45,295 -------- POUNDS 46,195 -------- SIMIS MEDICAL IMAGING LIMITED PROFIT AND LOSS ACCOUNT For the Three Months Ended March 31, 1996
Three Months Ended 31, March ----------------------------------------------- 1996 1995 ------- -------- TURNOVER Sales POUNDS 173,369 174,710 ------- -------- COSTS OF SALES Cost of Sales 20,151 122,122 ------- -------- GROSS PROFIT POUNDS 153,218 52,588 OTHER OPERATING EXPENSES Direct Expenses 6,160 --- Overheads 112,076 68,308 ------- -------- OPERATING (LOSS)/PROFIT POUNDS 34,982 (15,720) ------- -------- OTHER INCOME (EXPENSES) --- 365 ------- -------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES 34,982 (15,355) ------- -------- TAXATION 8,745 --- ------- -------- (LOSS)/PROFIT POUNDS 26,237 15,355 ------- --------
NOTES TO MARCH 31, 1996 FINANCIAL STATEMENT Note 1- Financial Statement Presentation In the opinion of SMI management at March 31, 1996, the accompanying financial statements give a true and fair view of the state of affairs of SMI and of the profit or loss of SMI for the period. The accounting policies followed by SMI are set forth in the Notes to Financial Statements included in this Report for the fiscal years ended December 31, 1994 and 1995, and such notes are incorporated herein by reference. The results of operations for the interim period presented is not necessarily indicative of the results to be expected for the full fiscal year. PRO FORMA COMBINED FINANCIAL STATEMENTS Mark Solutions, Inc. and Subsidiaries Pro Forma Combined Financial Statements The Registrant's March 31, 1996 unaudited pro forma combined financial statements give effect to the purchase of Simis Medical Imaging, Limited as set forth in Notes (1) and (2) to these financial statements, as if the transaction had occurred for balance sheet purposes on March 31, 1996 and, for purposes of the statement of operations, on July 1, 1995. These unaudited pro forma combined financial statements should be read in conjunction with the Registrant's consolidated financial statements and notes thereto. The pro forma information is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the Registrant's future results. Pro Forma Combined Balance Sheet March 31, 1996
Historical ------------------------------------ Pro Forma Mark Solutions, Inc. Simis Medical -------------------------- and Subsidiaries Imaging Limited Adjustments Combined ------------------- --------------- ----------- --------- Assets Cash and restricted cash $ 316,081 $ 31,165 - - - $ 347,246 Accounts receivable, net 923,187 214,195 - - - 1,137,382 Inventories 285,014 2,197 - - - 287,211 Other 352,037 47,086 - - - 399,123 ------------ ------------ ------------- ------------ Total Current Assets 1,876,319 294,643 - - - 2,170,962 ------------ ------------ ------------- ------------ Property and Equipment, Net 256,887 42,375 - - - 299,262 ------------ ------------ ------------- ------------ Other Assets: Costs in excess of net assets of businesses acquired, net 907,088 - - -(1) 1,179,558 2,086,646 Other 105,134 - - - - - - 105,134 ------------ ------------ ------------- ------------ Total Other Assets 1,012,222 - - - 1,179,558 2,191,780 ------------ ------------ ------------- ------------ Total Assets $ 3,145,428 $ 337,018 $ 1,179,558 $ 4,662,004 ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 1,018,049 $ 158,820 - - - $ 1,176,869 Current liabilities 61,339 107,756 - - - 169,095 ------------ ------------ ------------- ------------ Total Current Liabilities 1,079,388 266,576 - - - 1,345,964 ------------ ------------ ------------- ------------ Other Liabilities: Long-term debt, excluding current maturities 54,802 - - - - - - 54,802 ------------ ------------ ------------- ------------ Stockholders' Equity: Common stock 130,853 1,372(1) (1,372) 132,492 1,639 Additional paid in capital 22,393,191 - - -(1) 1,248,361 23,641,552 Retained earnings (deficit) (20,512,806) 69,070(1) (69,070) (20,512,806) ------------ ------------ ------------- ------------ Total Stockholders' Equity 2,011,238 70,442 1,179,558 3,261,238 ------------ ------------ ------------- ------------ Total Liabilities and Stockholders' Equity $ 3,145,428 $ 337,018 $ 1,179,558 $ 4,662,004 ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ Mark Solutions, Inc. and Subsidiaries Pro Forma Combined Statement of Operations For the Nine Months Ended March 31, 1996
Historical ------------------------------------ Pro Forma Mark Solutions, Inc. Simis Medical -------------------------- and Subsidiaries Imaging Limited Adjustments Combined ------------------- --------------- ----------- --------- Revenues $ 3,206,371 $ 313,349 $ - - - $ 3,519,720 ------------ ------------ ------------- ------------ Cost and Expenses: Cost of sales 3,656,949 61,735 - - - 3,718,684 Selling, general, and administrative expenses 2,807,949 396,809(2) 176,934 3,381,692 ------------ ------------ ------------- ------------ Total Costs and Expenses 6,464,898 458,544 176,934 7,100,376 ------------ ------------ ------------- ------------ Operating (Loss) (3,258,527) (145,195) (176,934) (3,580,656) Other Income (Expenses) (48,178) 1,138 - - - (47,040) ------------ ------------ ------------- ------------ (Loss) From Continuing Operations (3,306,705) (144,057) (176,934) (3,627,696) Income Taxes (Benefit) - - - (57,060) - - - (57,060) ------------ ------------ ------------- ------------ (Loss) Before Discontinued Operations (3,306,705) (86,997) (176,934) (3,570,636) (Loss) From Discontinued Operations (104,503) - - - - - - (104,503) ------------ ------------ ------------- ------------ Net (Loss) $ (3,411,208) $ (86,997) $ (176,934) $ (3,675,139) ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ (Loss) per Share ($0.27) $ - - - $ - - - ($0.29) ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ Weighted Average Number of Shares Outstanding 12,500,250 - - - - - - 12,664,184 ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------
Notes: (1) The unaudited pro forma combined balance sheet as of March 31, 1996 gives the effect to the purchase of Simis Medical Imaging, Limited, which was acquired on May 28, 1996 as though such acquisition had taken place on March 31, 1996. The unaudited combined statement of operations gives effect to the purchase of Simis Medical Imaging, Limited as though such acquisition had taken place on July 1, 1995. (2) Reflects the amortization of Costs in excess of net assets of business acquired with a five year amortization period. Mark Solutions, Inc. and Subsidiaries Pro Forma Combined Financial Statements The Registrant's June 30, 1995 unaudited pro forma combined financial statement gives effect to the purchase of Simis Medical Imaging, Limited as set forth in Notes (1) and (2) to these financial statements, as if the transaction had occurred for statement of income purposes on July 1, 1994. This unaudited pro forma combined statement of operations should be read in conjunction with the Registrant's consolidated financial statements and notes thereto. The pro forma information is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the Registrant's future results. Pro Forma Combined Statement of Operations For the Year Ended June 30, 1995
Historical ------------------------------------ Pro Forma Mark Solutions, Inc. Simis Medical -------------------------- and Subsidiaries Imaging Limited Adjustments Combined ------------------- --------------- ----------- --------- Revenues $ 5,997,165 $ 934,202 $ - - - $ 6,931,367 ------------ ------------ ------------- ------------ Cost and Expenses: Cost of sales 5,851,503 564,529 - - - 6,416,032 Selling, general, and administrative expenses 3,872,392 432,187(2) 235,912 4,540,491 Adjustment of net assets of business acquired 1,100,000 - - - - - - 1,100,000 ------------ ------------ ------------- ------------ Total Costs and Expenses 10,823,895 996,716 235,912 12,056,523 ------------ ------------ ------------- ------------ Operating (Loss) (4,826,730) (62,514) (235,912) (5,125,156) Other Income (Expenses) (85,905) 3,463 - - - (82,442) ------------ ------------ ------------- ------------ (Loss) From Continuing Operations (4,912,635) (59,051) (235,912) (5,207,598) Income Taxes (Benefit) - - - (19,152) - - - (19,152) ------------ ------------ ------------- ------------ (Loss) Before Discontinued Operations (4,912,635) (39,899) (235,912) (5,188,446) (Loss) From Discontinued Operations (277,438) - - - - - - (277,438) ------------ ------------ ------------- ------------ Net (Loss) $ (5,190,073) $ (39,899) $ (235,912) $ (5,465,884) ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ (Loss) per Share ($0.48) $ - - - $ - - - ($0.50) ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------ Weighted Average Number of Shares Outstanding 10,726,204 - - - - - - 10,890,138 ------------ ------------ ------------- ------------ ------------ ------------ ------------- ------------
Notes: (1) The unaudited pro forma combined statement of operations as of June 30, 1995 gives effect to the purchase of Simis Medical Imaging, Limited, which was acquired on May 28, 1996 as though such acquisition had taken place on July 1, 1994. (2) Reflects the amortization of Costs in excess of net assets of business acquired with a five year amortization period. -----END PRIVACY-ENHANCED MESSAGE-----