STEN CORPORATION AND SUBSIDIARIES | |||||||
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS | |||||||
As of April 1, 2007 | |||||||
STEN | |||||||
Historical | Pro Forma | Pro Forma | |||||
April 1, 2007 | Adjustments | Combined | |||||
ASSETS | |||||||
CURRENT ASSETS | |||||||
Cash and cash equivalents | $ | 1,456,787 | $ | 1,000,000 | (A) | $ | 2,446,587 |
| (10,200) | (A) |
| ||||
Accounts receivable, net | 285,139 | (16,341) | (A) | 268,798 | |||
Current portion of loans receivable | 2,913,941 | 0 | 2,913,941 | ||||
Current portion of note receivable | 108,000 | 36,841 | (B) | 144,841 | |||
Inventories, net | 816,425 | (60,584) | (A) | 755,841 | |||
Income tax receivable | 48,562 | 0 | 48,562 | ||||
Deferred income taxes | 49,000 | 0 | 49,000 | ||||
Other current assets | 424,301 | (28,553) | (A) | 395,748 | |||
Total Current Assets | 6,102,155 | 921,163 | 7,023,318 | ||||
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| |||||
PROPERTY AND EQUIPMENT, NET | 4,586,708 | (3,339,039) | (A) | 1,247,669 | |||
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| |||||
OTHER ASSETS |
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| ||||
Loan receivable, net of current portion | 1,928,218 | 0 | 1,928,218 | ||||
Note receivable, net of current portion | 520,000 | 783,135 | (A)(B) | 1,303,135 | |||
Intangible assets, net | 1,966,260 | (72,502) | (A) | 1,893,758 | |||
Prepaid mortgage costs | 102,974 | (94,659) | (A) | 8,315 | |||
Deferred income taxes | 415,300 | 0 | 415,300 | ||||
Cash surrender value of life insurance, net | 35,046 | 0 | 35,046 | ||||
Total of Other Assets | 4,967,798 | 615,974 | 5,583,772 | ||||
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| |||||
TOTAL ASSETS | $ | 15,656,661 | $ | (1,801,902) | $ | 13,854,759 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
CURRENT LIABILITIES | |||||||
Line of Credit, bank | $ | 750,000 | $ | 0 | $ | 750,000 | |
Current portion of long-term debt | 1,336,204 | (95,284) | (C) | 1,240,920 | |||
Accounts payable | 300,768 | 0 | 300,768 | ||||
Accrued payroll and related taxes | 333,111 | 0 | 333,111 | ||||
Deferred revenue | 192,104 | 0 | 192,104 | ||||
Other accrued expenses | 41,809 | 0 | 41,809 | ||||
Liabilities of discontinued business | 63,606 | 0 | 63,606 | ||||
Total Current Liabilities | 3,017,602 | (95,284) | 2,922,318 | ||||
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LONG-TERM LIABILITIES |
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| ||||
Long-term debt, net of current portion | 5,030,394 | (1,806,618) | (A)(C) | 3,223,776 | |||
Long-term dealer reserves payable | 681,108 | 0 | 681,108 | ||||
Total Liabilities | 8,729,104 | (1,901,902) | 6,827,202 | ||||
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STOCKHOLDERS’ EQUITY (DEFICIT) |
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Common Stock | 19,910 | 0 | 19,910 | ||||
Additional paid in capital | 4,694,059 | 0 | 4,694,059 | ||||
Retained earnings | 2,213,588 | 100,000 | (A) | 2,313,588 | |||
Total Stockholders’ Equity (deficit) | 6,927,557 | 100,000 | 7,027,557 | ||||
TOTAL LIABILITIES AND |
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STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 15,656,661 | $ | (1,801,902) | $ | 13,854,759 | |
See accompanying Pro forma adjustments
STEN CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWENTY-SIX WEEKS ENDED APRIL 1, 2007
STEN Corporation Historical April 1, 2007 | (D) Sale of Burger Time Division | Pro Forma Adjustments | Pro Forma | ||||||
REVENUES |
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Revenues related to Burger Time and contract manufacturing, net | $ | 3,683,933 | $ | 3,036,485 | $ | 0 |
| $ | 647,448 |
Finance charges related to STEN Financial, net of loan losses and adjustments of $92,520 for twenty-six weeks ended April 1, 2007 | 860,416 | 0 | 0 |
|
| 860,416 | |||
TOTAL REVENUES | 4,544,349 | 3,036,485 | 0 |
|
| 1,507,864 | |||
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COST AND EXPENSES |
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Costs of goods sold related to Burger Time and contract manufacturing | 3,854,257 | 3,100,649 | 0 | 753,608 | |||||
Expenses related to STEN Financial |
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Cost of autos sold | 62,300 | 0 | 0 |
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| 62,300 | |||
Salaries and benefits | 456,305 | 0 | 0 |
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| 456,305 | |||
Occupancy expenses | 360,408 | 0 | 0 |
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| 360,408 | |||
Depreciation and amortization | 150,631 | 0 | 0 |
|
| 150,631 | |||
Cost of capital | 63,514 | 0 | 0 |
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| 63,514 | |||
Selling, general and administrative | 455,094 | 0 | 0 |
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| 455,094 | |||
TOTAL COST AND EXPENSES | 5,402,509 | 3,100,649 | 0 |
|
| 2,301,860 | |||
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Loss from Continuing Operations | (858,160) | (64,164) | 0 |
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| (793,996) | |||
OTHER EXPENSE |
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Interest income | 47,105 | 0 | 47,500 | E |
| 94,605 | |||
Interest expense | (174,209) | (65,522) | 0 |
|
| (108,687) | |||
Net Other Income (Expense) | (127,104) | (65,522) | 47,500 |
|
| (14,082) | |||
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Income (Loss) from Continuing Operations Before Income Taxes | (985,264) | (129,686) | 47,500 |
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| (808,078) | |||
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PROVISION FOR (BENEFIT FROM) INCOME TAXES | (367,300) | (47,400) | 17,800 |
|
| (302,100) | |||
NET LOSS FROM CONTINUING OPERATIONS | (617,964) | (82,286) | 29,700 |
|
| (505,978) | |||
Net Income on sale of discontinued operations of Burger Time business | 0 | 0 | 100,000 | A | 100,000 | ||||
Provision for income taxes from discontinued operations | 0 | 0 | 37,500 | 37,500 | |||||
Net income from discontinued operations | 0 | 0 | 62,500 | 62,500 | |||||
NET INCOME (LOSS) | $ | (617,964) | $ | (82,286) | $ | 92,200 | $ | 443,478 | |
NET INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS: | |||||||||
Basic | $ | (0.31) | $ | (0.04) | $ | 0.02 |
| $ | (0.25) |
Diluted | $ | (0.31) | $ | (0.04) | $ | 0.02 |
| $ | (0.05) |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS: |
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Basic | $ | 0.00 | $ | 0.00 | $ | 0.03 |
| $ | 0.03 |
Diluted | $ | 0.00 | $ | 0.00 | $ | 0.03 |
| $ | 0.03 |
NET INCOME (LOSS) PER SHARE: |
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Basic | $ | (0.31) | $ | (0.04) | $ | 0.05 |
| $ | (0.22) |
Diluted | $ | (0.31) | $ | (0.04) | $ | 0.05 |
| $ | (0.22) |
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING |
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Basic | 1,988,982 | 1,988,982 | 1,988,982 |
|
| 1,988,982 | |||
Diluted | 1,988,982 | 1,988,982 | 1,988,982 |
|
| 1,988,982 |
See accompanying notes to consolidated financial statements.
STEN CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 1, 2006
STEN Corporation Historical October 1, 2006 | (D) Sale of Burger Time Division | Pro forma Adjustments | Pro Forma | ||||||
Sales, net | $ | 8,878,563 | $ | 6,692,181 | $ | 0 | $ | 2,186,382 | |
Cost of goods sold | 7,939,612 |
| 6,213,571 |
| 0 | 1,726,041 | |||
Gross profit | 938,951 |
| 478,610 |
| 0 | 460,341 | |||
Selling, general and administrative costs | 1,302,454 |
| 362,619 |
| 0 | 939,835 | |||
Income (Loss) from operations | (363,503) |
| 115,991 |
| 0 | (479,494) | |||
Other income (expense) |
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Interest income | 207,414 |
| 0 |
| 95,000 | E | 302,414 | ||
Interest expense | (131,033) |
| (131,033) |
| 0 | 0 | |||
Net other income (expense) | 76,381 |
| (131,033) |
| 95,000 | 302,414 | |||
Income (loss) from continuing operations before income taxes | (287,122) |
| (15,042) |
| 95,000 | (177,080) | |||
Provision for (Benefit from) income taxes | (87,939) |
| (5,640) |
| 35,600 | (46,699) | |||
Income (loss) from continuing operations |
| (199,183) |
| (9,402) |
| 59,400 | (130,381) | ||
Income (loss) from discontinued operations | (589,652) |
| 0 |
| 100,000 | A | (489,652) | ||
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Provision for (benefit from) income taxes from discontinued operations |
(180,597) |
|
0 | 37,500 | (143,097) | ||||
Net income (loss) from discontinued operations |
| (409,055) |
| 0 | 62,500 | (346,555) | |||
NET INCOME (LOSS) | $ | (608,238) | $ | (9,402) | $ | 121,900 | $ | (476,936) | |
INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS: |
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Basic | $ | (0.10) | $ | (0.01) | $ | 0.03 | $ | (0.06) | |
Diluted | $ | (0.10) | $ | (0.01) | $ | 0.03 | $ | (0.06) | |
INCOME (LOSS) PER SHARE FROM DISCONTINUED OPERATIONS: |
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Basic | $ | (0.20) | $ | 0.00 | $ | 0.03 | $ | (0.17) | |
Diluted | $ | (0.20) | $ | 0.00 | $ | 0.03 | $ | (0.17) | |
NET INCOME (LOSS) PER SHARE: |
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Basic | $ | (0.30) | $ | (0.01) | $ | (0.06) | $ | (0.23) | |
Diluted | $ | (0.30) | $ | (0.01) | $ | (0.06) | $ | (0.23) | |
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING |
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Basic | 2,032,429 |
| 2,032,429 |
| 2,032,429 | 2,032,429 | |||
Diluted | 2,032,429 |
| 2,032,429 |
| 2,032,429 | 2,032,429 |
See accompanying notes to consolidated financial statements.
&n bsp;
Pro Forma adjustments:
A.
This column shows the asset allocation of the sale of the Burger Time Acquisition Corporation and BTAC Properties to BTND, LLC a Colorado Limited Liability Company as of April 1, 2007.
Purchase price - cash | $ | 1,000,000 |
Purchase price - note receivable | 819,976 | |
Assignment of Debt to Purchaser | 1,901,902 | |
Cash in stores | (10,200) | |
Accounts receivable | (16,341) | |
Inventory | (60,584) | |
Prepaids | (28,553) | |
Property and equipment, net | (3,339,039) | |
Prepaid mortgage costs | (94,659) | |
Intangible assets, net | (72,502) | |
Gain on sale of discontinued operations of Burger Time division | $ | 100,000 |
B.
To record a $819,976 note receivable due from BTND LLC. pursuant to sale of the Burger Time business. The unsecured note bears interest at 7.00% per annum and a term of 12 year. The current portion of the note receivable, as of April, 1, 2007, is $36,841.
C.
To eliminate the current portion of Long Term Debt $1,901,902 assumed by BTND, LLC.
D.
To eliminate income and expenses related to the Burger Time business sold to BTND, LLC.
E.
To record investment income on proceeds from the sale of the Burger Time Business. Estimated investment income of $47,500 and $95,000 based on 4% interest earned on cash balances plus 7.00% earned on the note for the twenty six weeks ended April 1, 2007 and the year ended October 1, 2006, respectively.