Exhibit 99.1
Restatement of Previously Issued Financial Statements
Subsequent to the issuance of the unaudited interim condensed consolidated financial statements as of and for the three-month periods ended March 31, 2009 and 2008, the Company determined that those condensed consolidated financial statements contained (1) a computational error related to the services revenue accrual for the three months ended March 31, 2009 and (2) a classification error related to our floor plan financing. The computational error resulted in the overstatement of services revenue by $208, overstatement of selling, general and administrative expenses by $21 for the impact on sales commission expense, and an overstatement of income tax expense by $1 for the impact on the Texas Margin Tax accrual. Overall the computational error understated net loss from continuing operations and net loss as originally reported by $186 or $0.02 per share. The classification error related to amounts payable under our floor plan financing arrangements with a third party financing company that is not a supplier. The floor plan financing balances were previously classified as trade accounts payable, and the related cash flows were reported as operating cash flows. The presentation of these non-interest bearing balances has been corrected and separately classified as “Floor Plan Financing,” on the Balance Sheet and the related cash flows have been reclassified as financing cash flows. The classification error had no effect on the previously reported Statements of Operations.
The following is a summary of the impact of the restatement as of and for the three-month period ended March 31, 2009 on unaudited condensed consolidated financial statements (amounts are presented in thousands except share and per share amounts).
Condensed Consolidated Statement of Operations for the three months ended March 31, 2009:
| | As Previously Reported | | | Adjustment | | | As Restated | |
Revenue: | | | | | | | | | |
Products | | $ | 44,566 | | | | | | $ | 44,566 | |
Services | | | 12,975 | | | $ | (208 | ) | | | 12,767 | |
Total revenue | | | 57,541 | | | | | | | | 57,333 | |
Cost of products and services: | | | | | | | | | | | | |
Products | | | 36,122 | | | | | | | | 36,122 | |
Services | | | 8,934 | | | | | | | | 8,934 | |
Total cost of products and services | | | 45,056 | | | | | | | | 45,056 | |
Gross profit | | | 12,485 | | | | | | | | 12,277 | |
Selling, general and administrative expenses | | | 12,736 | | | | (21 | ) | | | 12,715 | |
Operating(loss | | | (251 | ) | | | | | | | (438 | ) |
Interest and other income ,net | | | 12 | | | | | | | | 12 | |
Loss from continuing operations before income taxes | | | (239 | ) | | | | | | | (426 | ) |
Income tax expense | | | 51 | | | | (1 | ) | | | 50 | |
Net lossfrom continuing operations | | | (290 | ) | | | | | | | (476 | ) |
Loss from discontinued operations, net of income taxes | | | (39 | ) | | | | | | | (39 | ) |
Net loss | | $ | (329 | ) | | $ | (186 | ) | | $ | (515 | ) |
| | | | | | | | | | | | |
Net loss per share: | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | |
Loss from continuing operations | | $ | (0.03 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) |
Loss from discontinued operations, net of income taxes | | | (0.01 | ) | | | | | | | (0.01 | ) |
Net lossper share | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.06 | ) |
Diluted: | | | | | | | | | | | | |
Lossfrom continuing operations | | $ | (0.03 | ) | | $ | (0.02 | ) | | $ | (0.05 | ) |
Loss from discontinued operations, net of income taxes | | | (0.01 | ) | | | | | | | (0.01 | ) |
Net lossper share | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.06 | ) |
Shares used in computing net loss per share: | | | | | | | | | | | | |
Basic | | | 8,706,210 | | | | | | | | 8,706,210 | |
Diluted | | | 8,706,210 | | | | | | | | 8,706,210 | |
Condensed Consolidated Balance Sheet at March 31, 2009:
| | As Previously Reported | | | Adjustment | | | As Restated | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 8,681 | | | | | | $ | 8,681 | |
Accounts receivable | | | 46,710 | | | $ | (208 | ) | | | 46,502 | |
Inventory, net | | | 2,745 | | | | | | | | 2,745 | |
Other current assets | | | 1,562 | | | | | | | | 1,562 | |
Total current assets | | | 59,698 | | | | | | | | 59,490 | |
Property and equipment | | | 4,998 | | | | | | | | 4,998 | |
Goodwill | | | 12,751 | | | | | | | | 12,751 | |
Intangible and other assets, net of accumulated amortization | | | 1,667 | | | | | | | | 1,667 | |
Total assets | | $ | 79,114 | | | $ | (208 | ) | | $ | 78,906 | |
| | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Notes payable | | $ | 84 | | | | | | | $ | 84 | |
Current portion of capital lease obligations | | | 191 | | | | | | | | 191 | |
Accounts payable | | | 36,620 | | | $ | (31,512 | ) | | | 5,108 | |
Floor plan financing | | | — | | | | 31,512 | | | | 31,512 | |
Accrued expenses | | | 6,885 | | | | (21 | ) | | | 6,864 | |
Other current liabilities | | | 783 | | | | (1 | ) | | | 782 | |
Total current liabilities | | | 44,563 | | | | | | | | 44,541 | |
Long-term Liabilities: | | | | | | | | | | | | |
Long-term portion of capital lease obligations | | | 308 | | | | | | | | 308 | |
Other long-term liabilities | | | 317 | | | | | | | | 317 | |
Total long-term liabilities | | | 625 | | | | | | | | 625 | |
Stockholders’ Equity: | | | | | | | | | | | | |
Common stock | | | 88 | | | | | | | | 88 | |
Additional paid-in capital | | | 51,350 | | | | | | | | 51,350 | |
Accumulated deficit | | | (17,512 | ) | | | (186 | ) | | | (17,698 | ) |
Total stockholders’ equity | | | 33,926 | | | | | | | | 33,740 | |
Total liabilities and stockholders’ equity | | $ | 79,114 | | | $ | (208 | ) | | $ | 78,906 | |
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2009:
| | As Previously Reported | | | Adjustment | | | As Restated | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net loss | | $ | (329 | ) | | $ | (186 | ) | | $ | (515 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Net loss from discontinued operations | | | 39 | | | | | | | | 39 | |
Depreciation and amortization | | | 727 | | | | | | | | 727 | |
Share-based compensation expense for employee stock options, stock grants, and employee stock purchase plan | | | 580 | | | | | | | | 580 | |
Loss on retirement of assets | | | 22 | | | | | | | | 22 | |
Bad debt expense | | | (5 | ) | | | | | | | (5 | ) |
Changes in operating assets and liabilities, net of effect of acquisitions: | | | | | | | | | | | | |
Accounts receivable | | | 6,161 | | | | 208 | | | | 6,369 | |
Inventory | | | (339 | ) | | | | | | | (339 | ) |
Accounts payable | | | (8,552 | ) | | | 8,490 | | | | (62 | ) |
Other assets and liabilities | | | (487 | ) | | | (22 | ) | | | (509 | ) |
Net cash used in operating activities | | | (2,183 | ) | | | | | | | 6,307 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
Acquisition of Select, Inc. purchase price adjustments | | | — | | | | | | | | — | |
Capital expenditures | | | (125 | ) | | | | | | | (125 | ) |
Net cash used in investing activities | | | (125 | ) | | | | | | | (125 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Payments under floor plan financing, net | | | — | | | | (8,490 | ) | | | (8,490 | ) |
Proceeds from issuance of common stock under employee stock purchase plan | | | 167 | | | | | | | | 167 | |
Purchase of common stock | | | (66 | ) | | | | | | | (66 | ) |
Purchase of treasury stock resulting from grantee election | | | (22 | ) | | | | | | | (22 | ) |
Payments on notes payable and capital lease obligations | | | (27 | ) | | | | | | | (27 | ) |
Net cash provided by (used in) financing activities | | | 52 | | | | | | | | (8,438 | ) |
NETDECREASE IN CASH AND CASH EQUIVALENTS | | | (2,256 | ) | | | | | | | (2,256 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 10,937 | | | | | | | | 10,937 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 8,681 | | | $ | — | | | $ | 8,681 | |
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2008:
| | As Previously Reported | | | Adjustment | | | As Restated | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net income | | $ | 1,011 | | | | | | $ | 1,011 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | |
Net loss from discontinued operations | | | (4 | ) | | | | | | (4 | ) |
Depreciation and amortization | | | 520 | | | | | | | 520 | |
Share-based compensation expense for employee stock options, stock grants, and employee stock purchase plan | | | 312 | | | | | | | 312 | |
Loss on retirement of assets | | | 15 | | | | | | | 15 | |
Bad debt expense | | | (45 | ) | | | | | | (45 | ) |
Changes in operating assets and liabilities, net of effect of acquisitions: | | | | | | | | | | | |
Accounts receivable | | | (119 | ) | | | | | | (119 | ) |
Inventory | | | (167 | ) | | | | | | (167 | ) |
Accounts payable | | | (1,746 | ) | | $ | 1,826 | | | | 80 | |
Other assets and liabilities | | | 144 | | | | | | | | 144 | |
Net cash used in operating activities | | | (79 | ) | | | | | | | 1,747 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
Acquisition of Select, Inc. purchase price adjustments | | | (54 | ) | | | | | | | (54 | ) |
Capital expenditures | | | (563 | ) | | | | | | | (563 | ) |
Net cash used in investing activities | | | (617 | ) | | | | | | | (617 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | |
Payments under floor plan financing, net | | | — | | | | (1,826 | ) | | | (1,826 | ) |
Proceeds from issuance of common stock under employee stock purchase plan | | | — | | | | | | | | — | |
Proceeds from other short-term borrowings | | | 251 | | | | | | | | 251 | |
Exercise of stock options | | | 403 | | | | | | | | 403 | |
Excess tax benefits from stock option exercises | | | 601 | | | | | | | | 601 | |
Purchase of common stock | | | (1,536 | ) | | | | | | | (1,536 | ) |
Purchase of treasury stock resulting from grantee election | | | (3 | ) | | | | | | | (3 | ) |
Payments on notes payable and capital lease obligations | | | (124 | ) | | | | | | | (124 | ) |
Net cash used in financing activities | | | (408 | ) | | | | | | | (2,234 | ) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (1,104 | ) | | | | | | | (1,104 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 9,340 | | | | | | | | 9,340 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 8,236 | | | $ | — | | | $ | 8,236 | |
The Company determined that the consolidated financial statements as of and for the three years ended December 31, 2008, 2007, and 2006 contained a classification error related to our floor plan financing arrangement. The classification error related to amounts payable under our floor plan financing arrangements with a third party financing company that is not a supplier. The floor plan financing balances were previously classified as trade accounts payable, and the related cash flows were reported as operating cash flows. The presentation of these non-interest bearing balances has been corrected and separately classified as “Floor Plan Financing,” on the Balance Sheet and the related cash flows have been reclassified as financing cash flows. The classification error had no effect on the previously reported Statements of Operations.
The following is a summary of the impact of the restatement on consolidated financial statements as of and for the three years ended December 31, 2008, 2007, and 2006 (amounts are presented in thousands except share and per share amounts).
Consolidated Balance Sheet at December 31, 2008:
| | As Previously Reported | | | Adjustment | | | As Restated | |
| | | | | | | | | |
Accounts payable | | $ | 45,172 | | | $ | (40,002 | ) | | $ | 5,170 | |
Floor plan financing | | | — | | | | 40,002 | | | | 40,002 | |
Consolidated Balance Sheet at December 31, 2007:
| | As Previously Reported | | | Adjustment | | | As Restated | |
| | | | | | | | | |
Accounts payable | | $ | 37,233 | | | $ | (32,519 | ) | | $ | 4,714 | |
Floor plan financing | | | — | | | | 32,519 | | | | 32,519 | |
Consolidated Statement of Cash Flows for the year ended December 31, 2008:
| | As Previously Reported | | | Adjustment | | | As Restated | |
| | | |
Accounts payable | | $ | 7,939 | | | $ | (7,483 | ) | | $ | 456 | |
Net cash provided by (used in) continuing operations | | | 6,303 | | | | (7,483 | ) | | | (1,180 | ) |
Net cash provided by (used in) operating activities | | | 6,321 | | | | (7,483 | ) | | | (1,162 | ) |
Borrowings under floor plan financing, net | | | — | | | | 7,483 | | | | 7,483 | |
Net cash provided by financing activities of continuing operations | | | 1,597 | | | | 7,483 | | | | 9,080 | |
Net cash provided by financing activities | | | 1,597 | | | | 7,483 | | | | 9,080 | |
Consolidated Statement of Cash Flows for the year ended December 31, 2007:
| | As Previously Reported | | | Adjustment | | | As Restated | |
| | | |
Accounts payable | | $ | 1,653 | | | $ | (6,528 | ) | | $ | (4,875 | ) |
Net cash provided by (used in) continuing operations | | | 9,997 | | | | (6,528 | ) | | | 3,469 | |
Net cash provided by (used in) operating activities | | | 10,025 | | | | (6,528 | ) | | | 3,497 | |
Borrowings under floor plan financing, net | | | — | | | | 6,528 | | | | 6,528 | |
Net cash provided by financing activities of continuing operations | | | 3,104 | | | | 6,528 | | | | 9,632 | |
Net cash provided by financing activities | | | 3,104 | | | | 6,528 | | | | 9,632 | |
Consolidated Statement of Cash Flows for the year ended December 31, 2006:
| | As Previously Reported | | | Adjustment | | | As Restated | |
| | | |
Accounts payable | | $ | 14,981 | | | $ | (15,978 | ) | | $ | (997 | ) |
Net cash used in continuing operations | | | (26 | ) | | | (15,978 | ) | | | (16,004 | ) |
Net cash used in operating activities | | | (710 | ) | | | (15,978 | ) | | | (16,688 | ) |
Borrowings under floor plan financing, net | | | — | | | | 15,978 | | | | 15,978 | |
Net cash provided by financing activities of continuing operations | | | 2,515 | | | | 15,978 | | | | 18,493 | |
Net cash provided by financing activities | | | 2,514 | | | | 15,978 | | | | 18,492 | |