SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of
earliest event reported): March 31, 1998
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INMARK ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1340408
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(State or other jurisdic- (I.R.S. Employer
tion of incorporation or Identification No.)
organization)
0-20394
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(Commission File Number)
One Plaza Road, Greenvale, New York 11548
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 625-3500
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<PAGE>
Item 7(b) of the Current Report on Form 8-K, dated March 31, 1998, of
Inmark Enterprises, Inc. is hereby amended and restated in its entirety
as follows:
(b) Pro Forma Financial Information.
A pro forma combined income statement relating to the Acquisition is filed
as part of this report.
Inmark Enterprises, Inc. acquired the assets and assumed certain liabilities of
Optimum Group, Inc. on March 31, 1998. The following pro forma combined
statement of income reflects the operations of Inmark Enterprises, Inc. for the
fiscal year ending March 31, 1998 and Optimum Group, Inc. for the year ending
December 31, 1997 as if the acquisition of Optimum Group had occurred at the
beginning of the period presented. The pro forma results are not necessarily
indicative of the what the results of operations of the company would have been
had the transaction occurred on the date indicated.
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<PAGE>
<TABLE>
Pro Forma Combined Income Statement
Inmark Optimum Pro Forma Combined
Enterprises, Inc. Group, Inc. Adjustments
March 31, 1998 December 31, 1997
<S> <C> <C> <C> <C>
Sales $ 25,965,780 10,507,763 36,473,543
Direct expenses 17,562,417 6,896,884 24,459,301
------------------- ------------------- -------------------
Gross profit 8,403,363 3,610,879 12,014,242
------------------- ------------------- -------------------
Salaries 3,150,751 638,456 3,789,207
Selling, general and
administrative expense 1,826,278 1,422,280 583,231 (a) 3,831,789
------------------- ------------------- -------------------
Total operating expense 4,977,029 2,060,736 7,620,996
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Operating income 3,426,334 1,550,143 4,393,246
Other income 200 3,164 3,364
Interest income (expense), net 152,911 (35,029) (24,900) (b) (674,518)
(542,500) (c)
(225,000) (d)
------------------- ------------------- -------------------
Income before taxes 3,579,445 1,518,278 3,722,092
Provision for income taxes 1,300,000 46,398 (13,090) (e) 1,333,308
------------------- ------------------- -------------------
Net income 2,279,445 1,471,880 2,388,784
=================== =================== ===================
Net income per common and common equivalent
share *:
Basic $ .56
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Diluted $ .45
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Weighted average number of common and common equivalent shares
outstanding *:
Basic 3,590,935 0 704,795 (f) 4,295,730
=================== =================== ===================
Diluted 4,587,106 0 706,732 (f) 5,293,838
=================== =================== ===================
</TABLE>
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<PAGE>
Notes to the Pro Forma Combined Income Statement
(a) Amortization of goodwill from the acquisition being amortized over 25 years
on a straight-line basis.
(b) Amortization of deferred financing cost from the acquisition being
amortized over five years on a straight-line basis.
(c) Interest expense reflects an estimated 7 - 3/4% rate per annum on loans
incurred in the acquisition.
(d) Interest expense at the rate of 9% on $2,500,000 subordinated note issued
as a part of the purchase price of the acquisition.
(e) Adjustment reflects the estimated effective tax rate for federal state and
local taxes of the combined companies. At December 31, 1997 Optimum Group,
Inc. was an S corporation for federal and state income tax purposes and
accordingly was not subject to federal income taxes.
(f) Shares issued in the acquisition.
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<PAGE>
SIGNATURE
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 thereunto duly authorized.
Date: June __, 1998
INMARK ENTERPRISES, INC.
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(Registrant)
By: /s/ Donald A. Bernard
Donald A. Bernard,
Executive Vice President and
Chief Financial Officer
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