UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): September 13, 2010
CAVICO CORP.
(Exact name of registrant as specified in charter)
Delaware | 0-52870 | 20-4863704 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
Incorporation or Organization) | Identification No.) |
17011 Beach Blvd., Suite 1230
Huntington Beach, California 92647
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 843-5456
Copies to:
Gregory Sichenzia, Esq.
Peter DiChiara, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On September 13, 2010, management and the Audit Committee of the Board of Directors (the “Audit Committee”) of Cavico Corp. (the “Company”) concluded that the unaudited condensed consolidated financial statements for the three months ended March 31, 2009 and three and six months ended June 30, 2009 previously filed by the Company with the Securities and Exchange Commission (the “Commission”) should no longer be relied upon because of an error in such financial statements as discussed below. The Company originally filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 with the Commission on May 14, 2009 and amended such Form 10-Q on December 15, 2009 and January 20, 2010 (the “March Form 10-Q”). The Company originally filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 with the Commission on August 14, 2009 and amended such Form 10-Q on December 15, 2009 and January 20, 2010 (the “June Form 10-Q”). The restatements for the periods ended March 31, 2009 and June 30, 2009 were included in the amended quarterly report for the period ended March 31, 2010 filed on September 16, 2010 and quarterly report for the period ended June 30, 2010.
This error relates solely to the periods in which expenses should have been recorded and had no impact on the Company’s financial statements for the year ended December 31, 2009. These errors were for writeoffs of certain amounts recorded as work in process and advances charged to bad debt expense or cost of goods sold as described below.
The table below reflects the allocation of costs initially recorded in the fourth quarter of 2009 to applicable quarters ended March 31, 2009 and June 30, 2009 of $1,021,259 for losses on certain projects where anticipated future costs exceed the expected revenue amounting to $562,074, write-off of advances on certain projects where no future benefits are expected amounting to $459,185, and other expenses of $276,498 for writeoff of certain advances and receivables, for total of $1,297,757. No restatement was made for the third quarter of 2009 as the impact of errors was immaterial to the financial statements.
Mar. 31, 2009 | Jun. 30, 2009 | Sep. 30, 2009 | Dec. 31, 2009 | |||||||||||||
Gross profit-Previously reported | $ | 2,362,680 | $ | 2,977,685 | 1,052,180 | (605,404 | ) | |||||||||
-As restated/adjusted | 2,066,577 | 2,778,299 | 1,052,180 | (109,916 | ) | |||||||||||
Operating expenses- Previously reported | 1,461,844 | 1,880,531 | 2,578,786 | 1,430,775 | ||||||||||||
-As restated/adjusted | 1,515,742 | 1,904,145 | 2,578,786 | 1,353,263 | ||||||||||||
Net income(loss) before income tax and non-controlling interest - Previously reported | 571,283 | 598,216 | (3,084,165 | ) | (2,868,589 | ) | ||||||||||
-As restated/adjusted | 221,282 | 375,216 | (3,084,165 | ) | (2,295,589 | ) | ||||||||||
Net income(loss) attributable to Cavico-Previously reported | 140,204 | 163,829 | (2,603,989 | ) | (2,462,036 | ) | ||||||||||
-As restated/adjusted | (70,386 | ) | 37,445 | (2,603,989 | ) | (2,125,064 | ) | |||||||||
Net income (loss) per share-Previously reported | $ | 0.05 | $ | 0.05 | $ | ( 0.85 | ) | $ | ( 0.81 | ) | ||||||
-As restated/adjusted | $ | ( 0.02 | ) | $ | 0.01 | $ | ( 0.85 | ) | $ | ( 0.70 | ) |
The Audit Committee discussed this matter with the Company's independent public accounting firm, PMB Helin Donovan LLP, who agreed that the financial statements for the three months ended March 31, 2009 and three and six months ended June 30, 2009 should no longer be relied upon and should be restated.
The activities in the allowance accounts for the year ended December 31, 2009 are as follows:
Allowance Account | Balance December 31, 2008 | Bad Debt Allowance Expense | Charge-offs and Recoveries | Reclassification and Adjustment | Balance December 31, 2009 | |||||||||||||||
Accounts receivable – trade | $ | 227,759 | $ | 97,873 | $ | - | $ | 426,308 | $ | 751,940 | ||||||||||
Long-term retention | 369,590 | 30,875 | - | (343,308 | ) | 57,157 | ||||||||||||||
Subtotal | 597,349 | 128,748 | - | 83,000 | 809,097 | |||||||||||||||
Work in process | 162,380 | 239,322 | (278,377 | ) | - | 123,325 | ||||||||||||||
Long-term work in process | 681,114 | 322,752 | (486,575 | ) | - | 517,291 | ||||||||||||||
Subtotal | 843,494 | 562,074 | (764,952 | ) | 640,616 | |||||||||||||||
Total | 1,440,843 | 690,822 | (764,952 | ) | 83,000 | 1,449,713 |
An updated rollforward table will be included in all future filings of the Company’s periodic reports on Form 10-Q and Form 10-K.
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 hereunto duly authorized.
CAVICO CORP. | |||
Date: September 16, 2010 | By: | /s/ June Kim | |
Name: June Kim | |||
Chief Financial Officer | |||