Restatement of Previously Issued Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Condensed Consolidated Financial Statements | 2 | RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | | | | |
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On April 2, 2014, the Company entered into an Asset Purchase Agreement with KBS Building Systems, Inc., certain of its affiliates (collectively “KBS Building Systems”), and their owner, pursuant to which the Company purchased substantially all of KBS Building Systems’ assets related to its business of manufacturing, selling, and distributing modular housing units for residential and commercial use. Prior to the acquisition, KBS Building Systems was a privately-owned business with very limited administrative and accounting resources and generally weak accounting processes and internal control procedures. As disclosed in our Quarterly Report on Form 10-Q for the period ended June 30, 2014 (the “Original Filing”), due to the lack of adequate processes, procedures and controls at KBS, management concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2014, which constituted a material weakness, and the Company is working to improve the processes, procedures and controls at KBS and remediate this material weakness. |
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During the course of preparing and reviewing its financial statements for the quarter ended September 30, 2014, management identified certain accounting errors at KBS, including but not limited to errors related to the amounts and the timing of recording accounts receivable, inventory, construction billings, construction costs, accounts payable and accrued expenses, some of which occurred during the quarter ended June 30, 2014. During the course of investigating such errors, management also identified errors in KBS’s balance sheet as of April 2, 2014, the date of the acquisition. In addition, subsequent to the filing of the Original Filing, the Company received real estate and equipment appraisal reports indicating that, for accounting purposes, the fair value of the property, plant and equipment acquired in the KBS acquisition was substantially lower than was reflected in the Original Filing. |
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Accordingly, the Company has restated its unaudited condensed consolidated financial statements for the three and six months ended June 30, 2014 included in the Original Filing to reflect the following: |
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| ● | Adjustment of the KBS purchase price allocation to: | | | | | | | | | | |
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| | ● | Correct accounting errors related to project billings and costs incurred prior to the acquisition which reduced working capital by approximately $1.1 million; | | | | | | | | | |
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| | ● | Reduce the fair value of property, plant and equipment by $1.8 million based on new information obtained subsequent to the Original Filing; | | | | | | | | | |
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| | ● | Reduce the fair value of non-goodwill intangible assets by $0.2 million based on new information obtained subsequent to the Original Filing; and | | | | | | | | | |
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| | ● | Increase the amount of goodwill by $3.1 million based on the above adjustments; and | | | | | | | | | |
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| ● | Reflect the following adjustments in the condensed consolidated statements of operations for the three and six months ended June 30, 2014: | | | | | | | | | | |
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| | ● | Increase net sales and cost of goods sold by $1.0 million and $1.2 million respectively due to changes in revenue recognition related to the adjustments to the purchase price allocation and to correct certain accounting errors; | | | | | | | | | |
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| | ● | Increase selling, general and administrative expenses by $0.3 million primarily due to a $0.3 million increase in amortization expense related to acquired intangible assets; and | | | | | | | | | |
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| | ● | Record a goodwill impairment charge of $3.7 million based on an assessment completed as of June 30, 2014; and | | | | | | | | | |
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| ● | Reflect the impact of the adjustments to the KBS purchase price allocation and the statements of operations described above in the condensed consolidated balance sheet as of June 30, 2014. | | | | | | | | | | |
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The cumulative effect of the restatements was to increase the net loss for the three and six months ended June 30, 2014 and to correspondingly reduce shareholders’ equity by $4.1 million, which amount included the $3.7 million goodwill impairment charge, a $0.3 million increase in amortization expense and $0.1 million related to other adjustments. |
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The following table summarizes the adjustments to the allocation of the KBS purchase price of $10.1 million (net of $0.4 million cash acquired) as of the April 2, 2014 acquisition date (in thousands): |
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| | Original Filing | | | Adjustments | | | Restated | |
Assets, excluding acquired cash: | | | | | | | | | | | | |
Accounts receivable | | $ | 4,956 | | | $ | (894 | ) | | $ | 4,062 | |
Costs and estimated profit in excess of billings | | | — | | | | 545 | | | | 545 | |
Inventories | | | 3,240 | | | | (1,474 | ) | | | 1,766 | |
Prepaid expenses | | | 34 | | | | — | | | | 34 | |
Property, plant and equipment | | | 6,527 | | | | (1,778 | ) | | | 4,749 | |
Noncurrent assets | | | 101 | | | | — | | | | 101 | |
Goodwill | | | 2,330 | | | | 3,108 | | | | 5,438 | |
Trademarks | | | 260 | | | | 30 | | | | 290 | |
Other intangible assets: | | | | | | | | | | | | |
Customer relationships | | | 1,700 | | | | (280 | ) | | | 1,420 | |
Purchased backlog | | | 900 | | | | 90 | | | | 990 | |
Total assets | | | 20,048 | | | | (653 | ) | | | 19,395 | |
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Liabilities assumed: | | | | | | | | | | | | |
Accounts payable | | | 6,088 | | | | 226 | | | | 6,314 | |
Billings in excess of costs and estimated profit | | | 1,226 | | | | (914 | ) | | | 312 | |
Accrued compensation | | | 305 | | | | — | | | | 305 | |
Other accrued expenses | | | 819 | | | | 54 | | | | 873 | |
Long-term debt assumed | | | 121 | | | | 1 | | | | 122 | |
Debt assumed and paid at closing | | | 1,401 | | | | — | | | | 1,401 | |
Total liabilities assumed | | | 9,960 | | | | (633 | ) | | | 9,327 | |
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Total net assets acquired | | $ | 10,088 | | | $ | (20 | ) | | $ | 10,068 | |
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The following table summarizes the effects of the restatement on the condensed consolidated balance sheet as of June 30, 2014 (in thousands): |
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| | 30-Jun-14 | |
| | Original Filing | | | Adjustments | | | Restated | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,193 | | | $ | — | | | $ | 1,193 | |
Accounts receivable | | | 6,892 | | | | (1,472 | ) | | | 5,420 | |
Costs and estimated profit in excess of billings | | | — | | | | 1,778 | | | | 1,778 | |
Inventories | | | 2,931 | | | | (1,031 | ) | | | 1,900 | |
Fair value of contingent earn-outs, current | | | 800 | | | | — | | | | 800 | |
Other current assets | | | 581 | | | | — | | | | 581 | |
Total current assets | | | 12,397 | | | | (725 | ) | | | 11,672 | |
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Property, plant and equipment, net | | | 6,445 | | | | (1,767 | ) | | | 4,678 | |
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Fair value of contingent earn-out, noncurrent | | | 1,400 | | | | — | | | | 1,400 | |
Goodwill | | | 2,330 | | | | (597 | ) | | | 1,733 | |
Intangible assets, net | | | 2,489 | | | | (430 | ) | | | 2,059 | |
Other assets | | | 107 | | | | — | | | | 107 | |
Total assets | | $ | 25,168 | | | $ | (3,519 | ) | | $ | 21,649 | |
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Current liabilities: | | | | | | | | | | | | |
Note payable | | $ | 5,500 | | | $ | — | | | $ | 5,500 | |
Current portion of long-term debt | | | 48 | | | | — | | | | 48 | |
Trade accounts payable | | | 6,548 | | | | 1,281 | | | | 7,829 | |
Billings in excess of costs and estimated profit | | | 1,392 | | | | (708 | ) | | | 684 | |
Accrued compensation | | | 314 | | | | — | | | | 314 | |
Other accrued liabilities | | | 1,703 | | | | 56 | | | | 1,759 | |
Total current liabilities | | | 15,505 | | | | 629 | | | | 16,134 | |
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Long-term debt, less current portion | | | 6,561 | | | | (1 | ) | | | 6,560 | |
Other noncurrent liabilities | | | 70 | | | | — | | | | 70 | |
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Shareholders’ equity (deficit): | | | | | | | | | | | | |
Common stock | | | 1 | | | | — | | | | 1 | |
Additional paid-in capital | | | 65,835 | | | | — | | | | 65,835 | |
Accumulated deficit | | | (62,804 | ) | | | (4,147 | ) | | | (66,951 | ) |
Total shareholders’ equity (deficit) | | | 3,032 | | | | (4,147 | ) | | | (1,115 | ) |
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Total liabilities and shareholders’ equity (deficit) | | $ | 25,168 | | | $ | (3,519 | ) | | $ | 21,649 | |
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The following table summarizes the effects of the restatement adjustments on the condensed consolidated statement of operations for the three months ended June 30, 2014 (in thousands, except per share data): |
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| | Three months ended June 30, 2014 | |
| | Original Filing | | | Adjustments | | | Restated | |
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Net sales | | $ | 11,375 | | | $ | 1,014 | | | $ | 12,389 | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales | | | 10,405 | | | | 1,181 | | | | 11,586 | |
Selling, general and administrative expenses | | | 2,238 | | | | 275 | | | | 2,513 | |
Goodwill impairment charge | | | — | | | | 3,705 | | | | 3,705 | |
Total costs and expenses | | | 12,643 | | | | 5,161 | | | | 17,804 | |
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Loss from continuing operations | | | (1,268 | ) | | | (4,147 | ) | | | (5,415 | ) |
Other income (expense): | | | | | | | | | | | | |
Change in fair value of contingent earn-out | | | 28 | | | | — | | | | 28 | |
Interest expense | | | (215 | ) | | | — | | | | (215 | ) |
Loss from continuing operations before income taxes | | | (1,455 | ) | | | (4,147 | ) | | | (5,602 | ) |
Income tax benefit | | | 290 | | | | — | | | | 290 | |
Loss from continuing operations | | | (1,165 | ) | | | (4,147 | ) | | | (5,312 | ) |
Income from discontinued operations, net of income taxes | | | 537 | | | | — | | | | 537 | |
Net loss | | $ | (628 | ) | | $ | (4,147 | ) | | $ | (4,775 | ) |
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Income (loss) per share – basic and diluted: | | | | | | | | | | | | |
Continuing operations | | $ | (1.08 | ) | | | | | | $ | (4.92 | ) |
Discontinued operations | | | 0.5 | | | | | | | | 0.5 | |
Net loss | | $ | (0.58 | ) | | | | | | $ | (4.43 | ) |
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Weighted average common shares outstanding – basic and diluted | | | 1,079 | | | | | | | | 1,079 | |
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The following table summarizes the effects of the restatement adjustments on the condensed consolidated statement of operations for the six months ended June 30, 2014 (in thousands, except per share data): |
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| | Six months ended June 30, 2014 | |
| | Original Filing | | | Adjustments | | | Restated | |
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Net sales | | $ | 11,375 | | | $ | 1,014 | | | $ | 12,389 | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales | | | 10,405 | | | | 1,181 | | | | 11,586 | |
Selling, general and administrative expenses | | | 3,006 | | | | 275 | | | | 3,281 | |
Goodwill impairment charge | | | — | | | | 3,705 | | | | 3,705 | |
Total costs and expenses | | | 13,411 | | | | 5,161 | | | | 18,572 | |
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Loss from continuing operations | | | (2,036 | ) | | | (4,147 | ) | | | (6,183 | ) |
Other income (expense): | | | | | | | | | | | | |
Change in fair value of contingent earn-out | | | 103 | | | | — | | | | 103 | |
Interest expense | | | (216 | ) | | | — | | | | (216 | ) |
Loss from continuing operations before income taxes | | | (2,149 | ) | | | (4,147 | ) | | | (6,296 | ) |
Income tax benefit | | | 464 | | | | — | | | | 464 | |
Loss from continuing operations | | | (1,685 | ) | | | (4,147 | ) | | | (5,832 | ) |
Income from discontinued operations, net of income taxes | | | 861 | | | | — | | | | 861 | |
Net loss | | $ | (824 | ) | | $ | (4,147 | ) | | $ | (4,971 | ) |
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Income (loss) per share – basic and diluted: | | | | | | | | | | | | |
Continuing operations | | $ | (1.56 | ) | | | | | | $ | (5.41 | ) |
Discontinued operations | | | 0.8 | | | | | | | | 0.8 | |
Net loss | | $ | (0.76 | ) | | | | | | $ | (4.61 | ) |
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Weighted average common shares outstanding – basic and diluted | | | 1,079 | | | | | | | | 1,079 | |
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The following table summarizes the effects of the restatement on the condensed consolidated statement of cash flows for the six months ended June 30, 2014 (in thousands): |
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| | Six months ended June 30, 2014 | |
| | Original Filing | | | Adjustments | | | Restated | |
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Cash flows from operating activities: | | | | | | | | | | | | |
Net loss | | $ | (824 | ) | | $ | (4,147 | ) | | $ | (4,971 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 462 | | | | 259 | | | | 721 | |
Goodwill impairment charge | | | — | | | | 3,705 | | | | 3,705 | |
Share-based compensation expense | | | 5 | | | | — | | | | 5 | |
Gain on sale of discontinued operations | | | (1,128 | ) | | | — | | | | (1,128 | ) |
Change in fair value of contingent earn-out | | | (103 | ) | | | — | | | | (103 | ) |
Changes in operating assets and liabilities, net of acquisition: | | | | | | | | | | | | |
Accounts receivable | | | (1,639 | ) | | | 577 | | | | (1,062 | ) |
Costs and estimated profit in excess of billings | | | — | | | | (1,233 | ) | | | (1,233 | ) |
Inventories | | | 1,189 | | | | (445 | ) | | | 744 | |
Other current assets | | | (209 | ) | | | — | | | | (209 | ) |
Other assets | | | 241 | | | | — | | | | 241 | |
Trade accounts payable | | | 226 | | | | 1,055 | | | | 1,281 | |
Billings in excess of costs and estimated profit | | | 166 | | | | 206 | | | | 372 | |
Accrued compensation | | | (59 | ) | | | 1 | | | | (58 | ) |
Other accrued liabilities | | | 689 | | | | 5 | | | | 694 | |
Net cash used in operating activities | | | (984 | ) | | | (17 | ) | | | (1,001 | ) |
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Cash flows from investing activities: | | | | | | | | | | | | |
Purchase of business, net of cash acquired | | | (4,588 | ) | | | 20 | | | | (4,568 | ) |
Proceeds from earn-out consideration | | | 428 | | | | — | | | | 428 | |
Purchase of property and equipment | | | — | | | | (1 | ) | | | (1 | ) |
Net cash used in investing activities | | | (4,160 | ) | | | 19 | | | | (4,141 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from issuance of long-term debt | | | 6,500 | | | | — | | | | 6,500 | |
Payment of debt assumed and paid at closing of business purchase | | | (1,401 | ) | | | — | | | | (1,401 | ) |
Principal payments on long-term debt | | | (22 | ) | | | (2 | ) | | | (24 | ) |
Net cash generated by financing activities | | | 5,077 | | | | (2 | ) | | | 5,075 | |
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Net decrease in cash and cash equivalents | | | (67 | ) | | | — | | | | (67 | ) |
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Cash and cash equivalents at beginning of period | | | 1,260 | | | | — | | | | 1,260 | |
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Cash and cash equivalents at end of period | | $ | 1,193 | | | | — | | | $ | 1,193 | |
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Supplemental cash flow information: | | | | | | | | | | | | |
Promissory note payable issued as partial consideration for purchase of business | | $ | 5,500 | | | $ | — | | | $ | 5,500 | |