e10vqza
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended January 31, 2011
Commission file number 0-10146
SERVIDYNE, INC.
(Exact name of registrant as specified in its charter)
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Georgia
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58-0522129 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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1945
The Exchange, Suite 300, Atlanta, GA 30339-2029
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (770) 953-0304
Former name, former address, former fiscal year, if changed since last report: N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated Filer o
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Non-accelerated filer o
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Smaller Reporting Company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No þ
The number of shares of $1.00 par value Common Stock of the Registrant outstanding as
of February 28, 2011, was 3,675,782.
TABLE OF CONTENTS
Explanatory Note
Servidyne, Inc. is filing this Amendment No. 1 to the Companys Quarterly Report on Form 10-Q/A for the quarter
ended January 31, 2011, originally filed with the Securities and Exchange Commission (the SEC) on
March 17, 2011 (the Original Quarterly Report), to restate and recast the Condensed Consolidated Balance Sheet as of
April 30, 2010, the Condensed Consolidated Statements of Operations for the three and
nine month periods ended January 31, 2011 and 2010, the Condensed Consolidated Statements of Cash
Flows for the nine month periods ended January 31, 2011 and 2010, and certain footnote disclosures
thereto.
The need to restate the financial statements resulted from an error in the application of Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Accounting for
Income Taxes, related to the recoverability of deferred tax assets, which was discovered in March
2011 in connection with the performance of the third quarter 2011 review. During the third quarter
of fiscal 2011, the Company moved from a consolidated net deferred tax liability position into a
consolidated net deferred tax asset position, which highlighted a potential recoverability issue
related to its deferred tax assets. Accordingly, the Company performed an analysis of
recoverability by weighing all positive evidence of recovery against all negative evidence of
recovery. Because the Company was in a three-year cumulative book loss position, it was determined
that the future earnings projections of the Company over the relatively long net operating loss
carryforward period did not represent objectively verifiable positive evidence of recovery, and
that the recent historical results were objectively verifiable negative evidence.
The Company determined that it had no exposure to non-recoverability at the federal jurisdiction
level due to adequate future taxable income offsetting federal net operating losses through the
form of deferred tax liabilities. The exposure to non-recoverability was determined to exist at
the state jurisdiction level. As a result of this analysis, the Company recorded a full valuation
allowance in the amount of $857,000 on its state deferred tax assets during the quarter ended
January 31, 2011, as filed in the Companys Form 10-Q for the period.
Upon further analysis during April 2011, the Company determined that it had actually entered into
the three-year cumulative book loss position in the fourth quarter of fiscal year 2009. As a
result, the Company should not have used future earnings projections to analyze recoverability
since the fourth quarter of fiscal 2009. The result of this error is that the Company understated
its deferred tax asset valuation allowance by approximately $600,000 as of April 30, 2010.
Additionally, the Company overstated its net loss by
approximately $799,000 and $600,000 for the three and nine month periods ended January 31, 2011, respectively,
and overstated its net earnings by approximately $7,000 and understated its net loss by approximately $174,000 for the three and nine month
periods ended January 31, 2010, respectively.
See Note 16 to the condensed consolidated financial statements for more information
regarding the restatement.
The following sections have been amended from the Original Quarterly Report as a result of the
restatement described above:
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Part I Item 1 Financial Statements |
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Part I Item 2 Managements Discussion and Analysis of Financial Condition and
Results of Operations |
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Part I Item 4 Controls and Procedures |
Pursuant to the rules of the SEC, Item 6 of Part II has also been amended to include the currently
dated certifications from the Companys Chief Executive Officer and Chief Financial Officer as
required by Sections 302 and 906. The certifications of the Companys Chief Executive Officer and
Chief Financial Officer are attached as Exhibits 31 and 32.
Except as set forth herein, the original filing of the quarterly report has not been amended. The
original filing should be read in conjunction with this Amendment No. 1. To the extent not
addressed herein or in the original filing, events occurring subsequent to the quarter ended
January 31, 2011, have been or will be addressed in the Companys filings with the SEC for
subsequent periods.
1
SERVIDYNE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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April 30, 2010 |
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January 31, 2011 |
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(Restated) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
1,923,907 |
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$ |
1,923,641 |
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Receivables (Note 5): |
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Trade accounts and notes, net of allowance for doubtful accounts of
$69,492 and $58,989, respectively |
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850,356 |
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953,075 |
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Contracts, net of allowance for doubtful accounts of $65,069 and
$22,530, respectively, including retained amounts of $599,802 and
$675,281, respectively (Note 14) |
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2,859,836 |
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3,337,177 |
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Costs and earnings in excess of billings (Note 14) |
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476,213 |
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715,129 |
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Assets of discontinued operations (Note 10) |
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38,141 |
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188,827 |
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Deferred income taxes (Note 16) |
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342,539 |
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360,097 |
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Other current assets |
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1,948,011 |
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1,247,844 |
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Total current assets |
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8,439,003 |
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8,725,790 |
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PROPERTY AND EQUIPMENT, net (Note 2) |
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4,583,197 |
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4,805,542 |
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ASSETS OF DISCONTINUED OPERATIONS (Note 10) |
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13,767,227 |
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DEFERRED INCOME TAXES (Note 16) |
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1,160,371 |
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OTHER ASSETS: |
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Real estate held for future development or sale |
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853,109 |
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853,109 |
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Intangible assets, net (Note 8) |
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2,197,012 |
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2,395,874 |
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Goodwill (Note 8) |
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6,354,002 |
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6,354,002 |
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Other assets (Note 9) |
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2,859,197 |
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2,890,357 |
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Total assets |
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$ |
25,285,520 |
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$ |
40,952,272 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Trade and subcontractors payables |
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$ |
2,015,748 |
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$ |
2,465,112 |
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Accrued expenses |
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1,755,134 |
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1,378,538 |
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Deferred revenue |
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440,742 |
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507,383 |
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Billings in excess of costs and earnings |
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41,500 |
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53,100 |
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Liabilities of discontinued operations (Note 10) |
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40,285 |
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520,308 |
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Short-term debt and current maturities of long-term debt (Note 13) |
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330,479 |
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270,592 |
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Total current liabilities |
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4,623,888 |
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5,195,033 |
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DEFERRED INCOME TAXES (Note 16) |
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600,663 |
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LIABILITIES OF DISCONTINUED OPERATIONS (Note 10) |
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13,587,832 |
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OTHER LIABILITIES |
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1,127,105 |
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1,039,633 |
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MORTGAGE NOTES PAYABLE, less current maturities (Note 12) |
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4,011,188 |
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4,107,996 |
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OTHER LONG-TERM DEBT, less current maturities (Notes 13 and 14) |
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1,735,378 |
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1,832,000 |
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Total liabilities |
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12,098,222 |
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25,762,494 |
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COMMITMENTS AND CONTINGENCIES (Note 15) |
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SHAREHOLDERS EQUITY: |
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Common stock, $1 par value; 10,000,000 shares authorized;
3,919,173 issued and 3,675,782 outstanding at January 31, 2011;
3,919,773 issued and 3,676,383 outstanding at April 30, 2010 |
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3,919,173 |
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3,919,773 |
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Additional paid-in capital |
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6,329,223 |
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6,206,521 |
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Retained earnings |
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3,945,050 |
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6,069,629 |
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Treasury stock (common shares) of 243,391 and 243,390, respectively |
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(1,006,148 |
) |
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(1,006,145 |
) |
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Total shareholders equity |
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13,187,298 |
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15,189,778 |
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Total liabilities and shareholders equity |
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$ |
25,285,520 |
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$ |
40,952,272 |
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See accompanying notes to condensed consolidated financial statements.
2
SERVIDYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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THIRD QUARTER ENDED |
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NINE MONTHS ENDED |
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JANUARY 31, |
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JANUARY 31, |
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2011 |
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2010 |
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2011 |
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2010 |
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(Restated) |
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(Restated) |
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(Restated) |
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(Restated) |
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REVENUES: |
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Building Performance Efficiency (BPE) (Note 14) |
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$ |
5,839,816 |
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$ |
4,119,890 |
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$ |
18,200,690 |
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$ |
11,915,539 |
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Other |
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101,907 |
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123,122 |
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316,581 |
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330,174 |
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5,941,723 |
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4,243,012 |
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18,517,271 |
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12,245,713 |
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COST OF REVENUES: |
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BPE |
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4,053,227 |
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2,651,957 |
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13,021,340 |
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7,947,470 |
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Other |
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173,175 |
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157,397 |
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508,827 |
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509,672 |
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4,226,402 |
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2,809,354 |
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13,530,167 |
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8,457,142 |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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2,230,905 |
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2,457,116 |
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7,275,670 |
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7,133,148 |
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OTHER (INCOME) AND EXPENSES: |
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Other income |
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(78,525 |
) |
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(5,637 |
) |
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(122,900 |
) |
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(70,939 |
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Interest income |
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(14 |
) |
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(20 |
) |
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(53 |
) |
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(7,630 |
) |
Interest expense |
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113,749 |
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99,383 |
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334,539 |
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298,724 |
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35,210 |
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93,726 |
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211,586 |
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220,155 |
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LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
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(550,794 |
) |
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(1,117,184 |
) |
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(2,500,152 |
) |
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(3,564,732 |
) |
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INCOME TAX BENEFIT (Note 16) |
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(175,414 |
) |
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(497,294 |
) |
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(781,178 |
) |
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(1,272,387 |
) |
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LOSS FROM CONTINUING OPERATIONS |
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(375,380 |
) |
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(619,890 |
) |
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(1,718,974 |
) |
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(2,292,345 |
) |
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DISCONTINUED OPERATIONS (Notes 10 and 16): |
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(Loss)
earnings from discontinued operations,
adjusted for applicable income tax (benefit) expense of
($2,227), $26,137, ($221,663) and $82,100, respectively |
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(3,633 |
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42,128 |
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(361,661 |
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133,953 |
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(Loss) gain on disposition of income-producing
properties, adjusted for applicable income tax expense
of $26,206, $498,017, $117,350 and $498,017,
respectively |
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(33,794 |
) |
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690,622 |
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66,779 |
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690,622 |
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(LOSS) EARNINGS FROM DISCONTINUED OPERATIONS |
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(37,427 |
) |
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732,750 |
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(294,882 |
) |
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|
824,575 |
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NET (LOSS) EARNINGS |
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$ |
(412,807 |
) |
|
$ |
112,860 |
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$ |
(2,013,856 |
) |
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$ |
(1,467,770 |
) |
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NET (LOSS) EARNINGS PER SHARE (Note 7): |
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From continuing operations basic and diluted |
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$ |
(0.10 |
) |
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$ |
(0.17 |
) |
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$ |
(0.47 |
) |
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$ |
(0.62 |
) |
From discontinued operations basic and diluted |
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|
(0.01 |
) |
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|
0.20 |
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(0.08 |
) |
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|
0.22 |
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NET (LOSS) EARNINGS PER SHARE BASIC AND DILUTED |
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$ |
(0.11 |
) |
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$ |
0.03 |
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$ |
(0.55 |
) |
|
$ |
(0.40 |
) |
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WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED |
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3,675,784 |
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|
3,685,268 |
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3,676,054 |
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3,688,952 |
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See accompanying notes to condensed consolidated financial statements.
3
SERVIDYNE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED |
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|
JANUARY 31, |
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|
2011 |
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2010 |
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|
(Restated) |
|
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(Restated) |
|
Cash flows from operating activities: |
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Net loss |
|
$ |
(2,013,856 |
) |
|
$ |
(1,467,770 |
) |
Adjustments to reconcile net loss to net
cash used in operating activities: |
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Loss (earnings) from discontinued operations, net of tax |
|
|
294,882 |
|
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|
(824,575 |
) |
(Gain) loss on disposal of assets |
|
|
(1,385 |
) |
|
|
1,378 |
|
Depreciation and amortization |
|
|
732,916 |
|
|
|
741,176 |
|
Deferred tax benefit (Note 16) |
|
|
(795,029 |
) |
|
|
(1,295,051 |
) |
Stock compensation expense |
|
|
122,101 |
|
|
|
137,711 |
|
Adjustment to cash surrender value of life insurance |
|
|
(35,390 |
) |
|
|
(75,122 |
) |
Straight-line rent |
|
|
(2,416 |
) |
|
|
(23,629 |
) |
Provision for doubtful accounts, net |
|
|
53,042 |
|
|
|
(56,849 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
|
527,018 |
|
|
|
45,429 |
|
Costs and earnings in excess of billings |
|
|
238,916 |
|
|
|
(77,251 |
) |
Other current and long-term assets |
|
|
(644,938 |
) |
|
|
141,929 |
|
Trade and subcontractors payable |
|
|
(449,364 |
) |
|
|
287,584 |
|
Accrued expenses and deferred revenue |
|
|
328,093 |
|
|
|
(317,216 |
) |
Billings in excess of costs and earnings |
|
|
(11,600 |
) |
|
|
897,679 |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(1,657,010 |
) |
|
|
(1,884,577 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Premiums paid on officers life insurance policies |
|
|
(5,464 |
) |
|
|
|
|
Release of restricted cash held in escrow |
|
|
|
|
|
|
(27,464 |
) |
Purchase of money market account investment |
|
|
(500,000 |
) |
|
|
|
|
Proceeds from termination of split-dollar life insurance agreement |
|
|
194,601 |
|
|
|
|
|
Additions to property and equipment |
|
|
(41,581 |
) |
|
|
(208,355 |
) |
Additions to intangible assets |
|
|
(274,197 |
) |
|
|
(415,352 |
) |
Proceeds from sale of property and equipment |
|
|
5,454 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(621,187 |
) |
|
|
(649,171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Short-term loan proceeds |
|
|
|
|
|
|
100,000 |
|
Mortgage repayments |
|
|
(89,612 |
) |
|
|
(82,948 |
) |
Debt repayments |
|
|
(150,000 |
) |
|
|
(185,000 |
) |
Repurchase of common stock |
|
|
|
|
|
|
(31,345 |
) |
Proceeds from other long-term debt |
|
|
500,000 |
|
|
|
|
|
Cash dividends paid to shareholders |
|
|
(110,722 |
) |
|
|
(148,578 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
149,666 |
|
|
|
(347,871 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS: |
|
|
|
|
|
|
|
|
Operating activities |
|
|
(30,642 |
) |
|
|
615,579 |
|
Investing activities |
|
|
2,208,932 |
|
|
|
(24,835 |
) |
Financing activities |
|
|
(49,493 |
) |
|
|
(231,051 |
) |
|
|
|
|
|
|
|
Net cash provided by discontinued operations |
|
|
2,128,797 |
|
|
|
359,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
266 |
|
|
|
(2,521,926 |
) |
Cash at beginning of period |
|
|
1,923,641 |
|
|
|
4,821,126 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
1,923,907 |
|
|
$ |
2,299,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Reduction in cash surrender value of life insurance policies |
|
$ |
412,000 |
|
|
$ |
|
|
Reduction in loans against interest in cash surrender value
of life insurance policies |
|
$ |
(412,000 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Change in fair market value of deferred executive compensation
plan assets and liabilities |
|
$ |
71,941 |
|
|
$ |
|
|
See accompanying notes to condensed consolidated financial statements.
4
SERVIDYNE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION AND BUSINESS
Servidyne, Inc. (together with its subsidiaries, the Company) was organized under Delaware law in
1960. In 1984, the Company changed its state of incorporation from Delaware to Georgia. The
Companys Building Performance Efficiency (BPE) Segment provides comprehensive energy efficiency
and demand response solutions, sustainability programs, and other building performance-enhancing
products and services to owners and operators of existing buildings, energy services companies, and
public and investor-owned utilities.
During the fiscal quarter ended January 31, 2011, the Company sold its last owned income-producing
property, other than its corporate headquarters facility. As a result, the Companys Real Estate
Segment is no longer considered a reportable segment. Accordingly, the Company has removed all
references to the Real Estate Segment from this quarterly report, and will not report results of
the Real Estate Segment in future periodic reports. See Note 6 Segment Reporting for more
information.
NOTE 2. UNAUDITED STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared by the
Company in accordance with generally accepted accounting principles (GAAP) in the United States
of America, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements have been
condensed or omitted pursuant to such rules and regulations, although management believes that the
accompanying disclosures are adequate to make the information presented not misleading. In the
opinion of management, the accompanying financial statements contain all adjustments, consisting of
normal recurring accruals, which are necessary for a fair statement of the results for the interim
periods presented. These financial statements should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for
the year ended April 30, 2010. Results of operations for interim periods are not necessarily
indicative of annual results.
The Company has made reclassifications related to certain income-producing properties that have
been sold in accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 360-35, Property, Plant and Equipment. As a result of these sales, the
Companys financial statements have been prepared with the results of operations and cash flows of
these disposed properties shown as discontinued operations. Further, the assets and liabilities of
these disposed properties presented in the prior periods, as well as any residual balances
remaining in the current period, are reflected in discontinued operations on the balance sheets.
In addition, balances previously presented in Income-Producing Properties, net which do not
relate to discontinued operations are now presented in Property and Equipment, net in the balance
sheets.
5
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In September 2009, the FASB reached a consensus on two new pronouncements: Accounting Standards
Update (ASU) No. 2009-13, Revenue Recognition (Topic 605)Multiple-Deliverable Revenue
Arrangements, and ASU No. 2009-14, Software (Topic 985)Certain Revenue Arrangements That Include
Software Elements. ASU No. 2009-13 eliminates the requirement that all undelivered elements must
have either (i) vendor specific objective evidence (VSOE) or (ii) third-party evidence (TPE) of
stand-alone selling price before an entity can recognize the portion of the consideration that is
attributable to items that already have been delivered. In the absence of VSOE or TPE of the
stand-alone selling price for one or more delivered or undelivered elements in a multiple-element
arrangement, entities will be required to estimate the selling prices of those elements. Overall
arrangement consideration will be allocated to each element (both delivered and undelivered items)
based on their relative selling prices, regardless of whether those selling prices are evidenced by
VSOE or TPE or are based on the entitys estimated selling price. The residual method of allocating
arrangement consideration has been eliminated. ASU No. 2009-14 modifies the software revenue
recognition guidance to exclude from its scope tangible products that contain both software and
non-software components that function together to deliver a products essential functionality.
These new pronouncements are effective for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is
currently evaluating the impact that the adoption of these pronouncements will have on the
determination or reporting of the Companys financial results.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic
820) Improving Disclosures about Fair Value Measurements. ASU 2010-06 requires some new
disclosures and clarifies some existing disclosure requirements about fair value measurement as set
forth in ASC Subtopic 820-10. ASU 2010-06 amends ASC Subtopic 820-10 to now require (1) an entity
to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair
value measurements and describe the reasons for the transfers; (2) in the reconciliation for fair
value measurements using significant Level 3 unobservable inputs, an entity should present
separately information about purchases, sales, issuances, and settlements; and (3) an entity should
provide disclosures about the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. This new pronouncement was effective for
interim and annual reporting periods beginning after December 15, 2009. The Company has determined
that adoption did not have a significant impact on the determination or reporting of the Companys
financial results.
NOTE 4. EQUITY-BASED COMPENSATION
The Company has three (3) outstanding types of equity-based incentive compensation instruments in
effect with employees, non-employee directors and certain outside service providers: stock
options, stock appreciation rights, and restricted stock. Most of these equity-based instruments
were granted under the terms of the Companys 2000 Stock Award Plan (the 2000 Award Plan). The
Company typically uses authorized, unissued shares to provide shares for these equity-based
instruments. As of May 1, 2010, no additional awards of equity-based incentive compensation
instruments can be granted under the 2000 Award Plan, as the Plan has expired.
6
For the third quarter and the nine (9) months ended January 31, 2011, total equity-based
compensation
expenses were $36,728 and $122,101, respectively, and the related
income tax benefits were $13,956 and $46,397, respectively. Comparatively, for the third quarter and the nine (9) months ended
January 31, 2010, total equity-based compensation expenses were $45,012 and $137,711, respectively,
and the related income tax benefits were $17,105 and $52,330, respectively. All of these expenses
are included in selling, general and administrative (SG&A) expenses in the condensed consolidated
statements of operations. At January 31, 2011, there were total unrecognized equity-based
compensation expenses of $217,110 that are expected to be recognized over a weighted average period
of approximately 1.7 years.
Stock Options
A summary of stock options activity for the nine (9) months ended January 31, 2011, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Options to |
|
Average |
|
|
Purchase |
|
Exercise |
|
|
Shares |
|
Price |
Outstanding at April 30, 2010 |
|
|
482,486 |
|
|
$ |
4.46 |
|
Granted |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2011 |
|
|
482,486 |
|
|
$ |
4.46 |
|
|
|
|
|
|
|
|
|
|
Vested at January 31, 2011 |
|
|
482,486 |
|
|
$ |
4.46 |
|
|
|
|
|
|
|
|
|
|
Non-vested at January 31, 2011, that are expected
to vest |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Stock options typically vest over a period of two (2) years. The maximum contractual term of the
stock options is ten (10) years. As of January 31, 2011, none of the outstanding stock options,
vested or non-vested, were in the money.
A summary of information about all stock options outstanding as of January 31, 2011, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
Exercise |
|
Number of |
|
Remaining Contractual |
Price |
|
Outstanding Options |
|
Term (Years) |
$4.42 |
|
|
415,629 |
|
|
|
1.77 |
|
$4.59 |
|
|
55,440 |
|
|
|
4.15 |
|
$5.19 |
|
|
917 |
|
|
|
3.38 |
|
$5.24 |
|
|
10,500 |
|
|
|
2.37 |
|
The Company estimates the fair value of each stock option award on the date of grant using the
Black-Scholes option-pricing model. The risk-free interest rate utilized in the Black-Scholes
calculation is the interest rate of the U.S. Treasury Bill having the same maturity period as the
expected life of the stock option award. The expected life of the stock option granted is based on
the estimated holding period of the awarded stock option. The expected volatility of the stock
option granted is based on the historical volatility of the Companys stock over the preceding
five-year period using the month-end closing stock
price.
7
Compensation expenses related to the vesting of stock options, and the related income tax benefits,
were not material for any of the periods presented.
Stock Appreciation Rights (SARs)
A summary of SARs activity for the nine (9) months ended January 31, 2011, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Exercise |
|
|
SARs |
|
Price |
Outstanding at April 30, 2010 |
|
|
927,425 |
|
|
$ |
3.85 |
|
Granted |
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(52,500 |
) |
|
|
4.76 |
|
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2011 |
|
|
874,925 |
|
|
$ |
3.79 |
|
|
|
|
|
|
|
|
|
|
Vested at January 31, 2011 |
|
|
188,528 |
|
|
$ |
4.01 |
|
|
|
|
|
|
|
|
|
|
Non-vested at January 31, 2011, that are expected
to vest |
|
|
505,699 |
|
|
$ |
3.81 |
|
|
|
|
|
|
|
|
|
|
All SARs have a five-year vesting period. Typically, thirty percent (30%) of the SARs will vest on
the third (3rd) year anniversary of the date of grant, thirty percent (30%) will vest on
the fourth (4th) year anniversary of the date of grant, and forty percent (40%) will
vest on the fifth (5th) year anniversary of the date of grant. All SARs have early
vesting provisions by which one hundred percent (100%) of the SARs would vest immediately (a) on
the date of a change in control of the Company; or (b) if the Companys stock price were to close
at or above a certain price for ten (10) consecutive trading days. For SARs granted prior to the
stock dividend that occurred in the first quarter of fiscal 2009, the triggering price for early
vesting is $19.05 per share. For SARs granted subsequent to the stock dividend that occurred in
the first quarter of fiscal 2009, the triggering price for early vesting for SARs issued under the
2000 Award Plan is $20.00 per share, and the triggering price for early vesting for SARs not issued
under the 2000 Award Plan is $19.05 per share. The maximum contractual term of all SARs is ten
(10) years. As of January 31, 2011, 181,500 of the non-vested outstanding SARs, with a weighted
average exercise price of $2.13, were in the money, whereas none of the vested outstanding SARs
were in the money.
A summary of information about all SARs outstanding as of January 31, 2011, is as follows:
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
Exercise |
|
Outstanding |
|
Vested |
|
Remaining Contractual |
Price |
|
SARs |
|
SARs |
|
Term (Years) |
$3.94 |
|
|
180,495 |
|
|
|
108,959 |
|
|
|
5.41 |
|
$3.79 |
|
|
109,830 |
|
|
|
66,339 |
|
|
|
5.85 |
|
$4.19 |
|
|
10,500 |
|
|
|
3,150 |
|
|
|
6.36 |
|
$6.19 |
|
|
33,600 |
|
|
|
10,080 |
|
|
|
6.66 |
|
$5.00 |
|
|
52,500 |
|
|
|
0 |
|
|
|
7.23 |
|
$4.76 |
|
|
84,000 |
|
|
|
0 |
|
|
|
7.37 |
|
$4.00 |
|
|
22,500 |
|
|
|
0 |
|
|
|
7.63 |
|
$2.30 |
|
|
30,000 |
|
|
|
0 |
|
|
|
8.36 |
|
$4.00 |
|
|
200,000 |
|
|
|
0 |
|
|
|
8.79 |
|
$2.12 |
|
|
20,000 |
|
|
|
0 |
|
|
|
8.85 |
|
$2.09 |
|
|
131,500 |
|
|
|
0 |
|
|
|
9.15 |
|
The Company estimates the fair value of each award of SARs on the date of grant using the
Black-Scholes option-pricing model. The risk-free interest rate utilized in the Black-Scholes
calculation is the interest rate of the U.S. Treasury Bill having the same maturity as the expected
life of the SARs award. The expected life of the SARs granted is based on the estimated holding
period of the award. The expected volatility of the SARs granted is based on the historical
volatility of the Companys stock over the preceding five-year period using the month-end closing
stock price.
Compensation expenses related to the vesting of SARs for the third quarter and the nine (9) months
ended January 31, 2011, were $36,641 and $119,843, respectively, and the related income tax
benefits were $13,923 and $45,539, respectively. Comparatively, related compensation expenses for
the third quarter and the nine (9) months ended January 31, 2010, were $42,402 and $127,785,
respectively, and the related income tax benefits were $16,113 and $48,558, respectively.
Shares of Restricted Stock
Prior to the expiration of the 2000 Award Plan, the Company periodically awarded shares of
restricted stock to employees, non-employee directors and certain outside service providers. The
awards were recorded at fair market value on the date of grant and typically vested over a period
of one (1) year. As of January 31, 2011, there were no material unrecognized compensation expenses
related to grants of shares of restricted stock, which the Company expects to be recognized over
the ensuing year.
Compensation expenses related to the vesting of shares of restricted stock for the third quarter
and the nine (9) months ended January 31, 2011, were $87 and $2,016, respectively, and the related
income tax benefits were $33 and $766, respectively. Comparatively, the related compensation
expenses for the third quarter and the nine (9) months ended January 31, 2010, were $1,886 and
$6,784, respectively, and the related income tax benefits were $716 and $2,578, respectively.
9
The following table summarizes restricted stock activity for the nine (9) months ended January 31,
2011:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Weighted Average |
|
|
|
Shares of |
|
|
Fair Value |
|
|
|
Restricted |
|
|
per Share |
|
|
|
Stock |
|
|
on Grant Date |
|
Non-vested restricted stock at April 30, 2010 |
|
|
3,150 |
|
|
$ |
2.99 |
|
Granted |
|
|
|
|
|
|
|
|
Forfeited |
|
|
(600 |
) |
|
|
2.11 |
|
Vested |
|
|
(2,150 |
) |
|
|
3.41 |
|
|
|
|
|
|
|
|
Non-vested restricted stock at January 31,
2011 |
|
|
400 |
|
|
$ |
2.09 |
|
|
|
|
|
|
|
|
NOTE 5. RECEIVABLES
All net contract and trade receivables are expected to be collected within one (1) year.
NOTE 6. SEGMENT REPORTING
In recent years the Company disposed of the vast majority of its real estate holdings, selling its
last owned income-producing property, other than its corporate headquarters facility, in December
2010 (see Note 9 Discontinued Operations for more information). As a result, during the third
quarter of fiscal 2011, following authoritative guidance in ASC 280, Segment Reporting, the
Company performed a reassessment of the applicable quantitative and qualitative thresholds for
segment reporting and determined that the BPE Segment is the Companys only reportable segment.
The Company identified this reportable segment based on internal management reporting and
management decision-making responsibilities.
The table below shows selected financial data on an operating segment basis, including intersegment
revenues, costs and expenses. Information previously reported as Real Estate and Parent is now
combined in Corporate.
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Third Quarter |
|
|
|
|
|
|
|
|
Ended January 31, 2011 |
|
BPE |
|
Corporate (1) |
|
Eliminations |
|
Consolidated |
Revenues from unaffiliated customers BPE Segment services and
products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy savings projects |
|
$ |
4,193,371 |
|
|
|
|
|
|
|
|
|
|
$ |
4,193,371 |
|
Lighting products |
|
|
533,125 |
|
|
|
|
|
|
|
|
|
|
|
533,125 |
|
Energy management services |
|
|
301,662 |
|
|
|
|
|
|
|
|
|
|
|
301,662 |
|
Fifth fuel management services |
|
|
34,369 |
|
|
|
|
|
|
|
|
|
|
|
34,369 |
|
Productivity software |
|
|
777,289 |
|
|
|
|
|
|
|
|
|
|
|
777,289 |
|
|
|
|
Total revenues from unaffiliated customers |
|
$ |
5,839,816 |
|
|
$ |
101,907 |
|
|
$ |
|
|
|
$ |
5,941,723 |
|
Intercompany revenue |
|
|
|
|
|
|
64,548 |
|
|
|
(64,548 |
) |
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
5,839,816 |
|
|
$ |
166,455 |
|
|
$ |
(64,548 |
) |
|
$ |
5,941,723 |
|
|
|
|
Earnings (loss) from continuing operations before income taxes |
|
$ |
282,733 |
|
|
$ |
(833,612 |
) |
|
$ |
85 |
|
|
$ |
(550,794 |
) |
|
|
|
|
For the Nine Months |
|
|
|
|
|
|
|
|
Ended January 31, 2011 |
|
BPE |
|
Corporate (1) |
|
Eliminations |
|
Consolidated |
Revenues from unaffiliated customers BPE Segment services and
products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy savings projects |
|
$ |
13,015,326 |
|
|
|
|
|
|
|
|
|
|
$ |
13,015,326 |
|
Lighting products |
|
|
1,749,037 |
|
|
|
|
|
|
|
|
|
|
|
1,749,037 |
|
Energy management services |
|
|
1,068,248 |
|
|
|
|
|
|
|
|
|
|
|
1,068,248 |
|
Fifth fuel management services |
|
|
125,395 |
|
|
|
|
|
|
|
|
|
|
|
125,395 |
|
Productivity software |
|
|
2,242,684 |
|
|
|
|
|
|
|
|
|
|
|
2,242,684 |
|
|
|
|
Total revenues from unaffiliated customers |
|
$ |
18,200,690 |
|
|
$ |
316,581 |
|
|
$ |
|
|
|
$ |
18,517,271 |
|
Intercompany revenue |
|
|
|
|
|
|
203,330 |
|
|
|
(203,330 |
) |
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
18,200,690 |
|
|
$ |
519,911 |
|
|
$ |
(203,330 |
) |
|
$ |
18,517,271 |
|
|
|
|
Earnings (loss) from continuing operations before income taxes |
|
$ |
64,510 |
|
|
$ |
(2,628,391 |
) |
|
$ |
63,729 |
|
|
$ |
(2,500,152 |
) |
|
|
|
|
For the Third Quarter |
|
|
|
|
|
|
|
|
Ended January 31, 2010 |
|
BPE |
|
Corporate (1) |
|
Eliminations |
|
Consolidated |
Revenues from unaffiliated customers BPE Segment services and
products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy savings projects |
|
$ |
2,533,469 |
|
|
|
|
|
|
|
|
|
|
$ |
2,533,469 |
|
Lighting products |
|
|
379,244 |
|
|
|
|
|
|
|
|
|
|
|
379,244 |
|
Energy management services |
|
|
417,386 |
|
|
|
|
|
|
|
|
|
|
|
417,386 |
|
Fifth fuel management services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productivity software |
|
|
789,791 |
|
|
|
|
|
|
|
|
|
|
|
789,791 |
|
|
|
|
Total revenues from unaffiliated customers |
|
$ |
4,119,890 |
|
|
$ |
123,122 |
|
|
$ |
|
|
|
$ |
4,243,012 |
|
Intercompany revenue |
|
|
|
|
|
|
60,211 |
|
|
|
(60,211 |
) |
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
4,119,890 |
|
|
$ |
183,333 |
|
|
$ |
(60,211 |
) |
|
$ |
4,243,012 |
|
|
|
|
(Loss) earnings from continuing operations before income taxes |
|
$ |
(353,718 |
) |
|
$ |
(773,413 |
) |
|
$ |
9,947 |
|
|
$ |
(1,117,184 |
) |
|
|
|
|
For the Nine Months |
|
|
|
|
|
|
|
|
Ended January 31, 2010 |
|
BPE |
|
Corporate (1) |
|
Eliminations |
|
Consolidated |
Revenues from unaffiliated customers BPE Segment services and
products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy savings projects |
|
$ |
6,594,695 |
|
|
|
|
|
|
|
|
|
|
$ |
6,594,695 |
|
Lighting products |
|
|
1,319,982 |
|
|
|
|
|
|
|
|
|
|
|
1,319,982 |
|
Energy management services |
|
|
1,438,900 |
|
|
|
|
|
|
|
|
|
|
|
1,438,900 |
|
Fifth fuel management services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productivity software |
|
|
2,561,962 |
|
|
|
|
|
|
|
|
|
|
|
2,561,962 |
|
|
|
|
Total revenues from unaffiliated customers |
|
$ |
11,915,539 |
|
|
$ |
330,174 |
|
|
$ |
|
|
|
$ |
12,245,713 |
|
Intercompany revenue |
|
|
141,545 |
|
|
|
193,573 |
|
|
|
(335,118 |
) |
|
|
|
|
|
|
|
Total revenues from continuing operations |
|
$ |
12,057,084 |
|
|
$ |
523,747 |
|
|
$ |
(335,118 |
) |
|
$ |
12,245,713 |
|
|
|
|
(Loss) earnings from continuing operations before income taxes |
|
$ |
(1,096,677 |
) |
|
$ |
(2,468,546 |
) |
|
$ |
491 |
|
|
$ |
(3,564,732 |
) |
|
|
|
|
Total Assets by Segment |
|
BPE |
|
Corporate (1) |
|
Eliminations |
|
Consolidated |
As of January 31, 2011 |
|
$ |
15,877,132 |
|
|
$ |
11,037,873 |
|
|
$ |
(1,629,485 |
) |
|
$ |
25,285,520 |
|
|
|
|
As of April 30, 2010 |
|
$ |
15,396,815 |
|
|
$ |
26,345,204 |
|
|
$ |
(789,747 |
) |
|
$ |
40,952,272 |
|
|
|
|
11
|
|
|
(1) |
|
The Corporate net loss in each period was derived from corporate headquarters
activities, which consist primarily of the following: rental revenues from tenants in
the Companys corporate headquarters building and related rental and operating costs,
salaries and benefits of Corporate Headquarters executive officers and staff,
equity-based compensation expenses, depreciation and amortization expenses, and costs
related to the Companys status as a publicly-held company, which include, among other
items, legal fees, non-employee directors fees, consulting expenses, investor relations
expenses, corporate audit and tax fees, Nasdaq listing fees, and other Securities &
Exchange Commission (SEC) and Sarbanes-Oxley compliance and financial reporting costs.
All relevant costs related to the business operations of the Companys BPE Segment are
either paid directly by BPE or are allocated to BPE by the Corporate Headquarters. The
allocation method is dependent on the nature of each expense item. Allocated expenses
include, among other items, accounting services, information technology services,
insurance costs, and audit and tax preparation fees. |
NOTE 7. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average
shares outstanding during the reporting period. Diluted earnings (loss) per share is computed
giving effect to dilutive stock equivalents resulting from outstanding stock options, restricted
stock and stock appreciation rights. The potential dilutive effect on the number of common shares
for the first nine (9)
months of fiscal 2011 and fiscal 2010 was 22,075 shares and 0 shares, respectively. Because the
Company had a loss from continuing operations for the quarter and the nine (9) months ended January
31, 2011, as well as for the quarter and the nine (9) months ended January 31, 2010, all stock
equivalents were anti-dilutive during these periods and, therefore, are excluded when determining
the diluted weighted average number of shares outstanding.
12
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
The gross carrying amounts and accumulated amortization for the Companys intangible assets as of
January 31, 2011, and April 30, 2010, are as follows:
|
|
|
|
|
|
|
|
|
|
|
January 31, 2011 |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
|
Amount |
|
|
Amortization |
|
Intangible assets, subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPE proprietary technology solutions |
|
$ |
4,330,307 |
|
|
$ |
3,204,988 |
|
Acquired computer software |
|
|
717,532 |
|
|
|
533,753 |
|
Real estate lease costs |
|
|
35,412 |
|
|
|
12,819 |
|
Customer relationships |
|
|
404,632 |
|
|
|
317,540 |
|
Deferred loan costs |
|
|
122,687 |
|
|
|
104,284 |
|
Non-compete agreements |
|
|
63,323 |
|
|
|
63,323 |
|
Tradename |
|
|
61,299 |
|
|
|
10,896 |
|
Other |
|
|
44,882 |
|
|
|
44,166 |
|
|
|
|
|
|
|
|
|
|
$ |
5,780,074 |
|
|
$ |
4,291,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets and goodwill, not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademark |
|
$ |
708,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
6,354,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2010 |
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
|
Amount |
|
|
Amortization |
|
Intangible assets, subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPE proprietary technology solutions |
|
$ |
4,096,802 |
|
|
$ |
2,827,072 |
|
Acquired computer software |
|
|
676,837 |
|
|
|
493,885 |
|
Real estate lease costs |
|
|
35,412 |
|
|
|
5,701 |
|
Customer relationships |
|
|
404,632 |
|
|
|
286,433 |
|
Deferred loan costs |
|
|
122,687 |
|
|
|
95,082 |
|
Non-compete agreements |
|
|
63,323 |
|
|
|
60,684 |
|
Tradename |
|
|
61,299 |
|
|
|
7,834 |
|
Other |
|
|
44,882 |
|
|
|
42,016 |
|
|
|
|
|
|
|
|
|
|
$ |
5,505,874 |
|
|
$ |
3,818,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets and goodwill, not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademark |
|
$ |
708,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
6,354,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization expense for all amortizable intangible assets: |
|
|
|
|
For the nine months ended January 31, 2011 |
|
$ |
473,059 |
|
For the nine months ended January 31, 2010 |
|
|
448,392 |
|
For the quarter ended January 31, 2011 |
|
|
140,371 |
|
For the quarter ended January 31, 2010 |
|
|
171,450 |
|
|
Estimated future amortization expenses for all amortized intangible assets for the fiscal years ended: |
|
|
|
|
Remainder of 2011 |
|
$ |
136,418 |
|
2012 |
|
|
512,091 |
|
2013 |
|
|
363,980 |
|
2014 |
|
|
263,511 |
|
2015 |
|
|
142,113 |
|
2016 |
|
|
41,243 |
|
Thereafter |
|
|
28,949 |
|
|
|
|
|
|
|
$ |
1,488,305 |
|
|
|
|
|
13
The Company completed the annual impairment analysis of goodwill and other indefinite-lived
intangible assets in the fiscal quarter ended January 31, 2011. The annual analysis resulted in a
determination of no impairment. All of the Companys goodwill and other indefinite-lived
intangible assets are assigned to the BPE Segment, which has also been determined to be the
reporting unit.
Goodwill
The valuation methodologies used to calculate the fair value of the BPE Segment were the discounted
cash flow method of the income approach and the guideline company method of the market approach.
The Company believes that these two methodologies are commonly used valuation methodologies. GAAP
states that both methodologies are acceptable in determining the fair value of a reporting unit. In
assessing the fair value of the BPE Segment, the Company believes a market participant would likely
consider the cash flow generating ability of the reporting unit, as well as current market
multiples of companies facing similar risks in the marketplace.
With the income approach, the cash flows anticipated over several periods, plus a terminal value at
the end of that time horizon, are discounted to their present value using an appropriate rate of
return. Projected cash flows are discounted to present value using an estimated weighted average
cost of capital, reflecting returns to both equity and debt investors. The Company believes that
this is a relevant and beneficial method to use in determining fair value, because it explicitly
considers the future cash flow generating potential of the reporting unit.
In the guideline method of the market approach, the value of a reporting unit is estimated by
comparing the subject to similar businesses or guideline companies whose securities are actively
traded in public markets. The comparison is generally based on data regarding each of the
companies stock prices and earnings, which is expressed as a fraction known as a multiple. The
premise of this method is that if the guideline public companies are sufficiently similar to each
other, then their multiples should be similar. The multiples for the guideline companies are
analyzed, adjusted for differences as compared to the subject company, and then applied to the
applicable business characteristics of the subject company to arrive at an indication of the fair
value. The Company believes that the inclusion of a market approach analysis in the fair value
calculation is beneficial, because it provides an indication of value based on external,
market-based measures.
In the application of the income approach, financial projections were developed for use in the
discounted cash flow calculations. Significant assumptions included revenue growth rates; margin
rates; SG&A costs; and working capital and capital expenditure requirements over a period of ten
(10) years. Revenue growth rate and margin rate assumptions were developed using historical
Company data, current backlog, specific customer commitments, status of outstanding customer
proposals, and future economic and market conditions expected. Consideration was then given to the
SG&A costs, working capital, and capital expenditures required to deliver the revenue and margin
determined. The other significant assumption used with the income approach was the assumed rate at
which to discount the cash flows. The rate was determined by utilizing the weighted average cost
of capital method.
14
In the income approach model, three (3) separate financial projection scenarios were prepared
using the above assumptions: the first used the expected revenue growth rates, the second used
higher revenue growth rates, and the third used lower revenue growth rates. The discount rates
used in the scenarios ranged from 17% for the lower growth scenario to 19% for the higher growth
scenario. In each of the three (3) discounted cash flow models, there was no indication of goodwill impairment. For the
assessment of fair value of the BPE Segment based on the income approach, the results of the three
(3) scenarios were weighted to produce the applicable fair value indication as follows: 50% for
the expected case and 25% each for the other scenarios. The weightings reflect the Companys view
of the relative likelihood of each scenario.
In the application of the market approach, the Company considered valuation multiples derived from
five (5) public companies that were identified as belonging to a group of industry peers. The
applicable financial multiples of the comparable companies were adjusted for profitability and size
and then applied to the BPE Segment. This result also indicated that no impairment existed.
The comparable companies selected for the market approach were similar to the BPE Segment in terms
of business description and markets served. As such, the Company believes a market participant is
likely to consider the market approach in determining the fair value of the BPE Segment. In
addition, the Company believes a market participant will consider the cash flow generating capacity
of the BPE Segment using an income approach. Both the market and income approaches provide
meaningful indications of the fair value of the BPE Segment. The outcomes of the income approach
and market approach were weighted 80% and 20%, respectively, with the resulting fair value compared
to the carrying value of the BPE Segment. This test of fair value indicated that no impairment
existed at January 31, 2011.
Other Indefinite-Lived Intangible Assets
The Company holds several trademarks, which comprise all of the other indefinite-lived intangible
assets reported by the Company. The relief from royalty valuation methodology was used to analyze
the fair value of the Companys trademarks, and the result of the analysis determined that no
impairment existed at January 31, 2011.
NOTE 9. OTHER ASSETS
Money Market Account Investment
On October 15, 2010, the Company purchased a money market account investment in the amount of
$500,000. This investment is classified as a non-current other asset, as it serves as security for
the Companys surety program, including the payment and performance bonds required by a significant
long-term BPE energy savings project contract.
Termination of Split Dollar Life Insurance Agreement
Historically, the Company has been a party to split dollar life insurance agreements pursuant to
which, among other things, the Company has agreed to pay premiums on life insurance policies for
certain executive officers of the Company. The cash surrender values of these insurance policies
are recorded as long-term other assets in the Companys condensed consolidated balance sheet. As
of April 30, 2010, the Company was a party to three (3) split dollar agreements regarding policies
insuring the lives of current and former executive officers of the Company, and had long-term loans
of approximately $982,000 against its interest in the cash surrender value of these policies.
15
On October 21, 2010, in the Companys fiscal second quarter, the split dollar life insurance
agreement (the Agreement) related to the policy jointly insuring the lives of Edward M. Abrams (deceased),
the Companys former Chairman of the Board and Chief Executive Officer, and his widow, Ann U.
Abrams (the parents of Alan R. Abrams, the Companys Chairman of the Board and Chief Executive
Officer, and J. Andrew Abrams, the Companys Executive Vice President) was terminated prior to the
death of the remaining insured. Prior to the termination of the Agreement, the Company had a
long-term loan of approximately $412,000 against its interest in the cash surrender value of this
policy, which loan amount approximately equaled the cumulative policy premiums paid by the Company
through the date the loan was originated, and represented a substantial majority of the policys
cash surrender value prior to the loan. Under the terms of the Agreement, in the event of an early
termination prior to the death of the insured, the Company was entitled to receive the remaining
cash surrender value of the policy, if any, on the date of termination. However, in consideration
of the consent to the early termination of the Agreement by the trust that owns the policy, the
Company agreed to reduce the net cash surrender value otherwise payable to the Company by $42,000.
As a result of the early termination of the Agreement: (1) the long-term loan against the Companys
interest in the cash surrender value of the policy of approximately $412,000 and the related
accrued interest of approximately $13,000 were repaid in full; (2) the Company received
approximately $195,000 in cash proceeds; (3) the Companys ongoing obligation to pay premiums on
the policy and its entitlement to any portion of the policys death benefit were terminated; and
(4) the Company reduced its long-term other assets by approximately $662,000, representing the
Companys interest in the cash surrender value of the policy prior to termination.
NOTE 10. DISCONTINUED OPERATIONS
On December 15, 2010, the Company sold its owned shopping center in Smyrna, Tennessee, for a sales
price of approximately $4.3 million. The sale generated net cash proceeds of approximately
$250,000, after deducting approximately $125,000 for closing costs and prorations, and net of the
approximately $3.9 million mortgage note, which was assumed by the buyer. The Company recognized a
pre-tax loss on the sale of approximately $6,000. Prior to the sale, the Company recorded an
impairment loss of approximately $590,000 in the second quarter of fiscal 2011. The impairment loss has been reclassified to
Loss from discontinued operations in the condensed consolidated statement of operations for the
nine months ended January 31, 2011.
On June 9, 2010, the Company sold its owned shopping center in Jacksonville, Florida, for a sales
price of approximately $9.9 million. The sale generated net cash proceeds of approximately $2
million, after deducting approximately $0.5 million for funding of repair escrows and approximately
$0.6 million for closing costs and prorations, and net of the approximately $6.9 million mortgage
note, which was assumed by the buyer. The Company recognized a pre-tax gain on the sale of
approximately $190,000, including approximately $75,000 in additional pre-tax gain recognized in
the second and third quarters of fiscal 2011 as the result of the successful completion of
contractual conditions and other cost-basis adjustments.
On January 29, 2010, the Company transferred its approximately $2.0 million interest in an
owned office building in Newnan, Georgia, and related assets to the note holder, which satisfied in
full the Companys liability for the approximately $3.2 million remaining balance on the propertys
non-recourse mortgage loan. Correspondingly, the Company recognized a pre-tax gain of
approximately $1.2 million in the third quarter of fiscal 2010 as a result of the elimination of the balance of the indebtedness on the
property.
16
As a result of these real estate transactions, the Companys financial statements have been
prepared with the results of operations and cash flows of these three (3) disposed properties shown
as discontinued operations. All historical statements have been
recast in accordance with GAAP.
Summarized financial information for discontinued operations for the third quarter and the nine (9)
months ended January 31, 2011, and January 31, 2010, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended |
|
|
Nine Months Ended |
|
|
|
January 31, |
|
|
January 31, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
Rental revenues |
|
$ |
83,305 |
|
|
$ |
617,932 |
|
|
$ |
511,371 |
|
|
$ |
1,852,338 |
|
Rental property operating expenses, including depreciation |
|
|
89,165 |
|
|
|
549,667 |
|
|
|
505,136 |
|
|
|
1,636,285 |
|
Loss on impairment of income-producing property |
|
|
|
|
|
|
|
|
|
|
589,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) earnings from discontinued operations |
|
|
(5,860 |
) |
|
|
68,265 |
|
|
|
(583,324 |
) |
|
|
216,053 |
|
Income tax benefit (expense) |
|
|
2,227 |
|
|
|
(26,137 |
) |
|
|
221,663 |
|
|
|
(82,100 |
) |
|
|
|
|
|
Operating (loss) earnings from discontinued operations, net of tax |
|
|
(3,633 |
) |
|
|
42,128 |
|
|
|
(361,661 |
) |
|
|
133,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) gain on disposition of income-producing properties |
|
|
(7,588 |
) |
|
|
1,188,639 |
|
|
|
184,129 |
|
|
|
1,188,639 |
|
Income tax
expense |
|
|
(26,206 |
) |
|
|
(498,017 |
) |
|
|
(117,350 |
) |
|
|
(498,017 |
) |
|
|
|
|
|
(Loss) gain on disposition of income-producing properties, net of tax |
|
|
(33,794 |
) |
|
|
690,622 |
|
|
|
66,779 |
|
|
|
690,622 |
|
|
|
|
|
|
(Loss) earnings from discontinued operations, net of tax |
|
$ |
(37,427 |
) |
|
$ |
732,750 |
|
|
$ |
(294,882 |
) |
|
$ |
824,575 |
|
|
|
|
|
|
NOTE 11. FAIR VALUE MEASUREMENTS
Fair value is estimated based on a hierarchy that maximizes the use of observable inputs and
minimizes the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to
valuation techniques into three broad levels whereby the highest priority is given to Level 1
inputs, and the lowest priority is given to Level 3 inputs. The three broad categories are:
|
|
|
Level 1 Quoted prices in active markets for identical assets or liabilities. |
|
|
|
|
Level 2 Inputs other than quoted prices which are observable for an asset or
liability, either directly or indirectly. |
|
|
|
|
Level 3 Unobservable inputs for an asset or liability when little or no market data
is available. |
In determining fair values, the Company utilizes valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs. Considerable judgment is necessary
to interpret Level 2 and Level 3 inputs in determining fair value. Accordingly, there can be no
assurance that the fair values of financial instruments presented in this footnote are indicative of amounts that may
ultimately be realized upon sale or disposition of these financial instruments.
17
Financial instruments in the Companys condensed consolidated financial statements that are
measured and recorded at fair value on a recurring basis are (1) executive deferred compensation
plan and directors deferred compensation plan assets, which are included in Other assets in the
condensed consolidated balance sheet; and (2) the corresponding liability owed to the plans
participants that is equal in value to the plans assets, which is included in Other liabilities
in the condensed consolidated balance sheet. Given that the plans assets are invested in mutual
funds and money market funds for which quoted market prices are readily available, the quoted
prices are considered Level 1 inputs. Based on the quoted prices of the related investments, the
fair value of the executive deferred compensation plan and directors deferred compensation plan
assets and the corresponding liability were $1,034,555 and $947,023 as of January 31, 2011, and
April 30, 2010, respectively.
In addition to the financial instruments listed above that are required to be carried at fair
value, the Company has determined that the carrying amounts of its cash and cash equivalents,
restricted cash, accounts receivable and accounts payable approximate fair value due to their
short-term maturities.
The Company had a certificate of deposit (CD) in the amount of $450,000 as of January 31, 2011,
which is included in Other assets in the Companys condensed consolidated balance sheet. This CD
secures a letter of credit, which is required by the terms of the mortgage on the Companys owned
corporate headquarters building. Based on the rates currently available on certificates of deposit
with similar terms, the CDs carrying amount approximates its fair value as of January 31, 2011.
The Company had a money market account (MMA) investment in the amount of $500,000 as of January
31, 2011, which is included in Other assets in the Companys condensed consolidated balance sheet
(see Note 9 Other Assets for more information). Based on the rates currently available on money
market accounts with similar terms, this MMA investments carrying amount approximates its fair
value as of January 31, 2011.
Based on the borrowing rates currently available for mortgage notes with similar terms and average
maturities, the fair value of the mortgage note payable on the Companys corporate headquarters
building was $4,233,067 and $4,368,245 as of January 31, 2011, and April 30, 2010, respectively.
Based on the borrowing rates currently available for bank loans with similar terms and average
maturities, the fair value of other debt was $1,936,419 and $1,950,109 as of January 31, 2011, and
April 30, 2010, respectively.
Non-Recurring Measurements
The Company reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. The Company
examines long-lived assets for such indications of impairment on a quarterly basis. The results of
this examination determined that no impairment of long-lived assets existed at January 31,
2011.
18
NOTE 12. MORTGAGE NOTE PAYABLE
At January 31, 2011, the Company had a mortgage note payable of approximately $4.0 million on the
corporate headquarters building, which is pledged as collateral on the note. Exculpatory
provisions of the mortgage loan limit the Companys liability for repayment to its interest in the mortgaged
property. The mortgage loan contains a provision that requires a Company subsidiary to maintain a
net worth of at least $2 million. The subsidiary referred to in this loan provision had a net
worth of approximately $16.3 million as of January 31, 2011. The mortgage note contains no other
financial covenants.
NOTE 13. OTHER LONG-TERM DEBT
Other long-term debt at January 31, 2011, included a note payable of approximately $850,000, which
originated from the acquisition of a wholly-owned subsidiary in fiscal year 2004. In the third
quarter of fiscal 2011, the Company and the lender entered into an agreement to amend the note as
follows:
|
|
|
The maturity date of the note, originally December 18, 2011, was amended such that $150,000 is due on October 19,
2011, with the remaining principal balance of $700,000 maturing on January 19, 2016; and |
|
|
|
|
The interest rate was changed from the prime rate plus 1.5% to a fixed rate of 6% per
annum. |
The note continues to be secured by the general assets of a Company subsidiary.
NOTE 14. RELATED PARTY TRANSACTIONS
On October 14, 2010, the Company borrowed an aggregate of $500,000 from related parties by issuing
a total of four (4) promissory notes to Samuel E. Allen, a Director of the Company; Herschel Kahn,
a Director of the Company; Alan R. Abrams, Chairman of the Board and Chief Executive Officer of the
Company; and J. Andrew Abrams, Executive Vice President of the Company, respectively. The largest
of the four (4) notes, amounting to $400,000, was issued to Mr. Allen. Each of the notes bears
interest at twelve percent (12%) per annum and matures on May 14, 2012, subject to acceleration
under certain specified circumstances. The notes are collectively secured by a security deed on
real property granted by a subsidiary of the Company. The notes are included in Other Long-Term
Debt in the Companys condensed consolidated balance sheet. The cash proceeds from the borrowings
were used to fund working capital and for other operating purposes.
On October 21, 2010, the Company terminated a split dollar life insurance agreement related to a
policy jointly insuring the lives of the Companys former Chairman of the Board and Chief Executive
Officer, who is deceased, and his widow, as described above in Note 9 Other Assets.
The Company recognized
approximately $1,224,000 and $4,999,000 in revenue for the third quarter and the nine (9) months
ended January 31, 2011, respectively, from an affiliate of a member of the Board of Directors associated with a contract for energy savings projects. The
related accounts receivable and costs and earnings in excess of billings as of January 31, 2011,
were approximately $770,000 and $87,000, respectively.
19
NOTE 15. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and other claims that arise from time to time in the
ordinary course of business. While the resolution of these matters cannot be predicted with
certainty, the Company believes that the final outcome of any such matters would not have a
material adverse effect on the Companys financial position or results of operations.
NOTE 16. RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The need to restate the financial statements resulted from an error in the application of ASC 740,
Accounting for Income Taxes, related to the recoverability of deferred tax assets, which was
discovered in March 2011 in connection with the performance of the third quarter 2011 review.
During the third quarter of fiscal 2011, the Company moved from a consolidated net deferred tax
liability position into a consolidated net deferred tax asset position, which highlighted a
potential recoverability issue related to its deferred tax assets. Accordingly, the Company
performed an analysis of recoverability by weighing all positive evidence of recovery against all
negative evidence of recovery. Because the Company was in a three-year cumulative book loss
position, it was determined that the future earnings projections of the Company over the relatively
long net operating loss carryforward period did not represent objectively verifiable positive
evidence of recovery, and that the recent historical results were objectively verifiable negative
evidence.
The Company determined that it had no exposure to non-recoverability at the federal jurisdiction
level due to adequate future taxable income offsetting federal net operating losses through the
form of deferred tax liabilities. The exposure to non-recoverability was determined to exist at
the state jurisdiction level. As a result of this analysis, the Company recorded a full valuation
allowance in the amount of $857,000 on its state deferred tax assets during the quarter ended
January 31, 2011, as filed in the Companys Form 10-Q for the period.
Upon further analysis during April 2011, the Company determined that it had actually entered into
the three-year cumulative book loss position in the fourth quarter of fiscal year 2009. As a
result, the Company should not have used future earnings projections to analyze recoverability
since the fourth quarter of fiscal 2009. The result of this error is that the Company understated
its deferred tax asset valuation allowance by approximately $600,000 as of April 30, 2010. Additionally, the Company overstated its net
loss by approximately $799,000 and $600,000 for the three and nine month periods ended January 31,
2011, respectively, and overstated its net earnings by approximately
$7,000 and understated its net loss by approximately
$174,000 for the three and nine
month periods ended January 31, 2010, respectively.
20
The results of the above are summarized in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of April 30, 2010 |
|
|
Originally |
|
|
|
|
|
|
Reported |
|
Adjustments |
|
As Restated |
Consolidated balance sheet accounts impacted by
restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes (current) |
|
$ |
401,215 |
|
|
$ |
(41,118 |
) |
|
$ |
360,097 |
|
Total current assets |
|
|
8,766,908 |
|
|
|
(41,118 |
) |
|
|
8,725,790 |
|
Deferred income taxes (non-current) |
|
|
1,718,954 |
|
|
|
(558,583 |
) |
|
|
1,160,371 |
|
Total assets |
|
|
41,551,973 |
|
|
|
(599,701 |
) |
|
|
40,952,272 |
|
Retained earnings |
|
|
6,669,330 |
|
|
|
(599,701 |
) |
|
|
6,069,629 |
|
Total shareholders equity |
|
|
15,789,479 |
|
|
|
(599,701 |
) |
|
|
15,189,778 |
|
Total liabilities and shareholders equity |
|
|
41,551,973 |
|
|
|
(599,701 |
) |
|
|
40,952,272 |
|
|
|
|
For the Third Quarter Ended January 31, 2011 |
|
|
Originally |
|
|
|
|
|
|
Reported |
|
Adjustments |
|
As Restated |
Consolidated statement of operations accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
$ |
623,765 |
|
|
$ |
(799,179 |
) |
|
$ |
(175,414 |
) |
Loss from continuing operations |
|
|
(1,174,559 |
) |
|
|
799,179 |
|
|
|
(375,380 |
) |
Net loss |
|
|
(1,211,986 |
) |
|
|
799,179 |
|
|
|
(412,807 |
) |
Net loss per share from continuing operations |
|
$ |
(0.32 |
) |
|
$ |
0.22 |
|
|
$ |
(0.10 |
) |
Net loss per share basic and diluted |
|
|
(0.33 |
) |
|
|
0.22 |
|
|
|
(0.11 |
) |
|
|
|
For the Nine Months Ended January 31, 2011 |
|
|
Originally |
|
|
|
|
|
|
Reported |
|
Adjustments |
|
As Restated |
Consolidated statement of operations accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
benefit |
|
$ |
(181,477 |
) |
|
$ |
(599,701 |
) |
|
$ |
(781,178 |
) |
Loss from continuing operations |
|
|
(2,318,675 |
) |
|
|
599,701 |
|
|
|
(1,718,974 |
) |
Net loss |
|
|
(2,613,557 |
) |
|
|
599,701 |
|
|
|
(2,013,856 |
) |
Net loss per share from continuing operations |
|
$ |
(0.63 |
) |
|
$ |
0.16 |
|
|
$ |
(0.47 |
) |
Net loss per share basic and diluted |
|
|
(0.71 |
) |
|
|
0.16 |
|
|
|
(0.55 |
) |
Consolidated statement of cash flows accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,613,557 |
) |
|
$ |
599,701 |
|
|
$ |
(2,013,856 |
) |
Deferred tax benefit |
|
|
(195,328 |
) |
|
|
(599,701 |
) |
|
|
(795,029 |
) |
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Third Quarter Ended January 31, 2010 |
|
|
Originally |
|
|
|
|
|
|
Reported |
|
Adjustments |
|
As Restated |
Consolidated statement of operations accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
$ |
(504,416 |
) |
|
$ |
7,122 |
|
|
$ |
(497,294 |
) |
Loss from continuing operations |
|
|
(612,768 |
) |
|
|
(7,122 |
) |
|
|
(619,890 |
) |
Net earnings |
|
|
119,982 |
|
|
|
(7,122 |
) |
|
|
112,860 |
|
Net loss per
share from continuing operations |
|
$ |
(0.17 |
) |
|
$ |
|
|
|
$ |
(0.17 |
) |
Net earnings per
share basic and diluted |
|
|
0.03 |
|
|
|
|
|
|
|
0.03 |
|
|
|
|
For the Nine Months Ended January 31, 2010 |
|
|
Originally |
|
|
|
|
|
|
Reported |
|
Adjustments |
|
As Restated |
Consolidated statement of operations accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
$ |
(1,446,531 |
) |
|
$ |
174,144 |
|
|
$ |
(1,272,387 |
) |
Loss from continuing operations |
|
|
(2,118,201 |
) |
|
|
(174,144 |
) |
|
|
(2,292,345 |
) |
Net loss |
|
|
(1,293,626 |
) |
|
|
(174,144 |
) |
|
|
(1,467,770 |
) |
Net loss per share from continuing operations |
|
$ |
(0.57 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.62 |
) |
Net loss per share basic and diluted |
|
|
(0.35 |
) |
|
|
(0.05 |
) |
|
|
(0.40 |
) |
Consolidated statement of cash flows accounts impacted by restatement: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,293,626 |
) |
|
$ |
(174,144 |
) |
|
$ |
(1,467,770 |
) |
Deferred tax benefit |
|
|
(1,469,195 |
) |
|
|
174,144 |
|
|
|
(1,295,051 |
) |
Additionally,
subsequent to the filing of Form 10-Q for the quarter ended January
31, 2011, the Company has included a disclosure associated with a BPE
contract with a related party. See Note 14 Related Party
Transactions for more information.
22
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the condensed consolidated financial
statements, including the notes to those statements, which are presented elsewhere in this report.
The Company also recommends that this discussion and analysis be read in conjunction with
managements discussion and analysis section and the consolidated financial statements included in
the Companys Annual Report on Form 10-K/A for the year ended April 30, 2010.
The following discussion has been updated to reflect the reclassifications discussed in Note 2
Unaudited Statements to the condensed consolidated financial statements.
The
Companys financial condition as of April 30, 2010, the results of operations for the three and nine month periods
ended January 31, 2011 and 2010, and the cash flows for the nine
month periods ended January 31, 2011 and 2010, have been restated. All information and disclosures in
this managements discussion and analysis have been updated to reflect the effects of such restatement. For a more detailed description of the restatement, see
Note 16 of the Notes to the accompanying condensed consolidated financial statements in
this Amendment No. 1 to the Companys Quarterly Report on
Form 10-Q/A for the quarter ended January 31, 2011.
The Companys fiscal year 2011 will end on April 30, 2011.
OVERVIEW
The Company entered fiscal year 2011 with significant momentum as the result of an order backlog at
its BPE Segment of $15.4 million, which at that time represented the highest backlog achieved by
BPE in the Companys history. The Company recognized historic levels of BPE revenues during the
first nine (9) months of fiscal year 2011. In addition, BPEs new order activity has shown
continued strength in fiscal 2011, with order activity exceeding revenues during the period. This
has resulted in a new record backlog of $16.4 million as of January 31, 2011, which was 7% higher
than the backlog at April 30, 2010, and was 90% higher than the backlog at January 31, 2010. The
new order activity in the first nine (9) months of fiscal 2011 included the award of a $5.8 million
design-build retro-commissioning project for the Georgia Department of Corrections under a contract
with the Georgia Environmental Finance Authority, which the Company commenced during the fiscal
second quarter and expects to substantially complete by the end of calendar year 2011.
More specifically, BPE generated $18.2 million in revenues, $65,000 in pre-tax earnings (including
intercompany costs and expenses), and $621,000 in EBITDA1 (pre-tax earnings, plus
interest, depreciation and amortization of $557,000) in the first nine (9) months of fiscal 2011,
including $5.8 million of revenues, $283,000 of pre-tax earnings, and $440,000 in EBITDA (pre-tax
earnings, plus interest, depreciation and amortization of $157,000) in the third quarter. The third
quarter revenues represented an increase of 42% compared to the same period in fiscal 2010,
including a 66% year-over-year increase in Energy Savings Projects revenues. The revenues in the
first nine (9) months of fiscal 2011 represented an increase of 53% compared to the same period in
fiscal 2010, including a 97% year-over-year increase in Energy Savings Projects revenues.
|
|
|
1 |
|
The Company believes earnings before interest, taxes,
depreciation and amortization (EBITDA) is a useful non-GAAP measurement of
the BPE Segments performance, because it provides information that can be used
to further evaluate the operational effectiveness of the business. One should
not consider EBITDA an alternative to, or a more meaningful indicator of the
segments operating performance than, earnings before taxes as determined in
accordance with GAAP. |
23
The Company believes that the substantial increase in BPEs order activity, revenues and
profitability over the last year is a direct result of three (3) distinct factors: the success of
the Companys enhanced sales and marketing efforts, which were initiated in fiscal 2009; an overall
improvement in the capital spending environment for many of the BPE customers; and the infusion of
U.S. government expenditures for energy efficiency upgrades of government facilities. The Company
believes that these factors will continue to be favorable for the BPE Segment during the remainder
of fiscal year 2011 and beyond. Management expects that the BPE Segment will generate positive
EBITDA for the full current fiscal year, with revenues and order activity remaining strong.
However, EBITDA on a quarterly basis is more sensitive to fluctuations in the timing of revenues
and may not be positive in an individual quarter. Moreover, management believes that a longer
period of time will be required before the BPE Segment is able to generate sufficient sustained
cash flow to fully fund the Companys consolidated operations. See the Liquidity section below
for more information.
To support ongoing revenue growth, the Company anticipates continued strong order growth from
customers in the government sector, the private sector and from utility companies. The Company
offers government sector customers many of the same offerings it provides to private sector
customers, including energy savings projects and other energy efficiency-focused products and
services, by entering into direct contracts and by acting as a subcontractor to large energy
services companies (ESCOs). The Company has a long history of providing energy efficiency
services for a wide range of government facilities, including U.S. military bases, federal, state
and county prisons, large public educational facilities, school districts, and a variety of other
federal, state, county and municipal buildings and facilities. The Company has existing business
relationships with a number of government entities and with several of the large ESCOs currently
authorized by the U.S. Department of Energy to perform federally-funded projects to improve the
energy efficiency of government buildings. In addition, due to the growing corporate awareness of
the investment potential of sustainable and energy efficient facility upgrades, the Company expects
to build on its recent successes in the private sector by continuing to broaden its customer base
of Fortune 500 companies and large asset and property managers that own or manage numerous
facilities across the country. The Company also has recently developed relationships with a number
of major U.S. utility companies, who are actively seeking the Companys energy efficiency
expertise, demand response services, project management capabilities, and engineering and
implementation services to offer to their end-use customers buildings and facilities. Demand from
utilities is growing rapidly, driven by increasing pressures on these companies to provide more
power without adding a commensurate amount of new generating capacity, as construction of new
generating plants in most regions of the U.S. is either politically unpopular or economically
unfeasible, or both. As the combined result of the many funded and proposed government mandates to
improve the efficiency of federal, state and local government facilities, the growing awareness in
corporate America of the benefits of sustainability and energy efficiency, and the increasing
pressures faced by utility companies to meet customer demand, the Company believes that it is well
positioned for significant ongoing revenue growth.
The Company also anticipates that increased order activity will continue to be generated by its
recently-introduced Fifth Fuel Management® service offering over the next several
quarters. The BPE Segment offers this technology-enabled demand response and energy efficiency
system to a network of utilities and independent system operators in the U.S., as well as to owners
and operators of large commercial office buildings, retail stores, hotels, light industrial
facilities and institutional buildings. Demand response is emerging as a critical tactic to help
address the growing imbalance in the supply and demand of generated electric power in the United
States. The Company expects Fifth Fuel
Management® will provide additional opportunities for sales of BPEs other energy efficiency services and products
as well, which can enable the Company to leverage its established customer base of building owners
and operators to help utilities gain better utilization of their existing energy generating
facilities and infrastructures. The Company believes that it is now better positioned to
participate in the growing utility market sector; however, the Companys ability to develop the
Fifth Fuel Management® offering to its full potential will require the investment of
additional capital.
24
While the market demand for the BPEs offerings appears to be strong and growing, there can be no
assurance that this will result in sustained revenue growth, particularly if recent improvements in
macro-economic conditions do not continue, or if such conditions were to worsen, for an extended
period of time.
Discontinued Operations
In recent years, the Company has generated substantial liquidity from sales of its real estate
assets, and the proceeds from such sales largely have been redeployed to fund the establishment and
growth of the BPE Segment. In June 2010, the Company successfully closed on the sale of its owned
shopping center in Jacksonville, Florida, generating net cash proceeds of approximately $2 million,
and in December 2010, successfully closed on the sale of its owned shopping center in Smyrna,
Tennessee, generating net cash proceeds of approximately $250,000. (See Note 10 Discontinued
Operations to the condensed consolidated financial statements for more information).
As a cumulative result of the real estate asset sales in recent years, the Companys real estate
assets now consist of only its corporate headquarters building in metropolitan Atlanta, Georgia; a
commercially-zoned land parcel in North Ft. Myers, Florida; and commercially-zoned land parcels in
Oakwood, Georgia. Further, as a result of the disposition in December 2010, the Companys Real
Estate Segment is no longer considered a reportable segment (see Note 6 Segment Reporting to the
condensed consolidated financial statements for more information).
Liquidity
The Companys cash decreased by $484,000 during the third quarter of fiscal 2011, as operating
activities used cash of $266,000. On a year-to-date basis, the Companys cash remained unchanged
at January 31, 2011, from the balance at April 30, 2010, as operating and investing activities used
cash of $1,657,000 and $621,000, respectively, offset primarily by cash generated from sales of
real estate assets. Despite the recent successes and achievements of the BPE Segment described
above, the Companys loss from continuing operations in fiscal 2011 resulted in significant usage
of the Companys cash, continuing the trend of substantial cash usage to fund operating losses in
several consecutive preceding fiscal quarters. Although the BPE Segment generated positive EBITDA
and net earnings from operations in three of the last four fiscal quarters, and is expected to
generate positive EBITDA and net earnings for the full fiscal year 2011, a longer period of time
will be required before the BPE Segment is able to generate sufficient sustained cash flow to fully
fund the Companys consolidated operations. The Company believes that it has, or can obtain,
sufficient capital resources to operate its business in the ordinary course until the BPE Segment
begins to generate sufficient sustained cash flow to fund the Companys consolidated operations,
which it may seek to obtain by using any of the methods described below in Liquidity and Capital
Resources; however, there can be no assurance that the Company will be successful in these
efforts.
Historically, earnings before taxes have been indicative of the BPE Segments cash flows, before
taking into account the timing of receivables and payables. Despite the revenue growth, positive
EBITDA and earnings that the Company expects the BPE Segment to achieve for the full fiscal year 2011 and
beyond, the timing of when BPE will generate consistent and sustainable cash flow from operations
will be dependent on a number of factors, including the timing of collections on customer
receivables and payments to vendors and suppliers. In addition, there can be no guarantee that the
expected revenue growth, positive EBITDA and earnings at the BPE Segment will actually occur,
particularly if recent improvements in macro-economic conditions do not continue, or if such
conditions were to worsen, for an extended period of time. See Liquidity and Capital Resources
later in this discussion and analysis section for more information.
25
RESULTS OF OPERATIONS
In the following charts, changes in revenues, cost of revenues, selling, general and administrative
expenses, and loss from continuing operations before income taxes from period to period are
analyzed on a segment basis, prior to intercompany revenues, costs and expenses. For other
information on a consolidated basis, refer to the Companys condensed consolidated financial
statements. For net earnings presented by segment including intercompany revenues, costs and
expenses, refer to Note 6 Segment Reporting to the condensed consolidated financial statements.
REVENUES
From Continuing Operations
For the third quarter of fiscal 2011, consolidated revenues from continuing operations, prior to
intercompany revenues, were $5,941,722 compared to $4,243,012 for the third quarter of fiscal 2010,
an increase of approximately 40%. For the first nine (9) months of fiscal 2011, consolidated
revenues from continuing operations, prior to intercompany revenues, were $18,517,271, compared to
$12,245,713 for the first nine (9) months of fiscal 2010, an increase of approximately 51%.
CHART A
REVENUES FROM CONTINUING OPERATIONS
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended |
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
January 31, |
|
Amount |
|
Percentage |
|
January 31, |
|
Amount |
|
Percentage |
|
|
2011 |
|
2010 |
|
Change |
|
Change |
|
2011 |
|
2010 |
|
Change |
|
Change |
|
|
|
|
|
BPE (1) |
|
$ |
5,840 |
|
|
$ |
4,120 |
|
|
$ |
1,720 |
|
|
|
42 |
|
|
$ |
18,201 |
|
|
$ |
11,916 |
|
|
$ |
6,285 |
|
|
|
53 |
|
Other |
|
|
102 |
|
|
|
123 |
|
|
|
(21 |
) |
|
|
(17 |
) |
|
|
317 |
|
|
|
330 |
|
|
|
(13 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,942 |
|
|
$ |
4,243 |
|
|
$ |
1,699 |
|
|
|
40 |
|
|
$ |
18,518 |
|
|
$ |
12,246 |
|
|
$ |
6,272 |
|
|
|
51 |
|
|
|
|
|
|
26
NOTES TO CHART A
(1) |
|
The following table indicates the BPE Segment revenues by service and product type: |
BPE SEGMENT REVENUES SUMMARY BY SERVICE & PRODUCT TYPE
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended |
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
January 31, |
|
Amount |
|
Percentage |
|
January 31, |
|
Amount |
|
Percentage |
|
|
2011 |
|
2010 |
|
Change |
|
Change |
|
2011 |
|
2010 |
|
Change |
|
Change |
|
|
|
|
|
Energy Savings Projects |
|
$ |
4,194 |
|
|
$ |
2,534 |
|
|
$ |
1,660 |
|
|
|
66 |
|
|
$ |
13,016 |
|
|
$ |
6,595 |
|
|
$ |
6,421 |
|
|
|
97 |
|
Lighting Products |
|
|
533 |
|
|
|
379 |
|
|
|
154 |
|
|
|
41 |
|
|
|
1,749 |
|
|
|
1,320 |
|
|
|
429 |
|
|
|
33 |
|
Energy Management Services |
|
|
301 |
|
|
|
417 |
|
|
|
(116 |
) |
|
|
(28 |
) |
|
|
1,068 |
|
|
|
1,439 |
|
|
|
(371 |
) |
|
|
(26 |
) |
Fifth Fuel Management Services |
|
|
34 |
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
125 |
|
|
|
|
|
|
|
125 |
|
|
|
|
|
Productivity Software |
|
|
778 |
|
|
|
790 |
|
|
|
(12 |
) |
|
|
(2 |
) |
|
|
2,243 |
|
|
|
2,562 |
|
|
|
(319 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,840 |
|
|
$ |
4,120 |
|
|
$ |
1,720 |
|
|
|
42 |
|
|
$ |
18,201 |
|
|
$ |
11,916 |
|
|
$ |
6,285 |
|
|
|
53 |
|
|
|
|
|
|
BPE Segment revenues increased by approximately $1,720,000, or 42%, in the third quarter
of fiscal 2011 compared to the same period in fiscal 2010, primarily due to:
|
(a) |
|
an increase in energy savings (lighting and mechanical) project revenues
of approximately $1,660,000; and |
|
|
(b) |
|
an increase in lighting product revenues of approximately $154,000;
|
|
|
partially offset by: |
|
|
(c) |
|
a decrease in energy management service revenues of approximately
$116,000. |
BPE Segment revenues increased by approximately $6,285,000, or 53%, in the first nine (9)
months of fiscal 2011 compared to the same period in fiscal 2010, primarily due to:
|
(a) |
|
an increase in energy savings (lighting and mechanical) project revenues
of approximately $6,421,000; |
|
|
(b) |
|
an increase in lighting product revenues of approximately $429,000; and |
|
|
(c) |
|
approximately $125,000 in revenues from the Companys recently-introduced
Fifth Fuel Management® service offering; |
|
(d) |
|
a decrease in energy management service revenues of approximately
$371,000; and |
|
|
(e) |
|
a decrease in productivity software revenues of approximately $319,000. |
The following table indicates the backlog of BPE products and services and rental revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
January 31, |
|
(Decrease) |
|
|
2011 |
|
2010 |
|
Amount |
|
Percentage |
|
|
|
BPE (1) |
|
$ |
16,374,000 |
|
|
$ |
8,602,000 |
|
|
$ |
7,772,000 |
|
|
|
90 |
|
Other (2) |
|
|
416,000 |
|
|
|
401,000 |
|
|
|
15,000 |
|
|
|
4 |
|
|
|
|
|
|
|
|
Total Backlog |
|
$ |
16,790,000 |
|
|
$ |
9,003,000 |
|
|
$ |
7,787,000 |
|
|
|
86 |
|
|
|
|
27
(1) |
|
BPE backlog at January 31, 2011, increased by approximately $7,772,000, or 90%, compared
to the year-earlier period, primarily due to: |
|
(a) |
|
an increase of approximately $6,838,000 in energy savings (lighting and
mechanical) projects; |
|
|
(b) |
|
approximately $859,000 in backlog from BPEs Fifth Fuel
Management® service offering; and |
|
|
(c) |
|
an increase of approximately $367,000 in energy management consulting
services. |
|
(d) |
|
a decrease of approximately $176,000 in lighting products; and |
|
|
(e) |
|
a decrease of approximately $116,000 in productivity software products
and services. |
|
|
BPE backlog includes some contracts that can be cancelled by customers with less than one (1)
years notice. This presentation assumes that such cancellation provisions will not be
invoked. The value of such contracts included in the prior years backlog that were
subsequently cancelled was approximately $165,000, or 1.9%. |
|
(2) |
|
Other backlog represents rental income under lease agreements at the Companys corporate
headquarters building and other leasehold interests. |
The Company estimates that a substantial majority of the backlog at January 31, 2011, will be
recognized prior to January 31, 2012. No assurance can be given as to future backlog levels or
whether the Company will actually realize earnings from revenues that result from the backlog at
January 31, 2011.
COST OF REVENUES
From Continuing Operations
As a percentage of total revenues from continuing operations (see Chart A), the total applicable
costs of revenues (see Chart B), prior to intercompany costs, were
71% and 66% for the third
quarters of fiscal 2011 and 2010, respectively, and were 73% and 69% for the first nine (9) months
of fiscal 2011 and 2010, respectively. In reviewing Chart B, the reader should recognize that the
volume of revenues generally will affect the amounts and percentages presented.
28
The figures in Chart B are prior to intercompany costs.
CHART B
COST OF REVENUES
FROM CONTINUING OPERATIONS
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
|
|
|
Revenues for the |
|
|
|
|
|
|
|
|
|
Revenues for the |
|
|
Third Quarter Ended |
|
Third Quarter Ended |
|
Nine Months Ended |
|
Nine Months Ended |
|
|
January 31, |
|
January 31, |
|
January 31, |
|
January 31, |
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
|
|
|
|
BPE (1) |
|
$ |
4,053 |
|
|
$ |
2,652 |
|
|
|
69 |
|
|
|
64 |
|
|
$ |
13,021 |
|
|
$ |
7,947 |
|
|
|
72 |
|
|
|
67 |
|
Other |
|
|
173 |
|
|
|
157 |
|
|
|
170 |
|
|
|
128 |
|
|
|
509 |
|
|
|
510 |
|
|
|
161 |
|
|
|
154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,226 |
|
|
$ |
2,809 |
|
|
|
71 |
|
|
|
66 |
|
|
$ |
13,530 |
|
|
$ |
8,457 |
|
|
|
73 |
|
|
|
69 |
|
|
|
|
|
|
NOTES TO CHART B
(1) |
|
BPE Segment cost of revenues increased by approximately $1,401,000, or 53%, and by
approximately $5,074,000, or 64%, in the third quarter and the first nine (9) months of
fiscal 2011, respectively, compared to the same periods in fiscal 2010, primarily due to a
corresponding increase in revenues (See Chart A). |
|
|
|
On a percentage-of-revenues basis, BPE Segment cost of revenues increased by approximately 5%
in both the third quarter and the first nine (9) months of fiscal 2011 compared to the same
periods in fiscal 2010, primarily due to changes in the mix of services and products and an
increasingly competitive market pricing environment for energy savings projects. |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
From Continuing Operations
As a percentage of total revenues from continuing operations (see Chart A), the total applicable
selling, general and administrative expenses (SG&A) (see Chart C), prior to intercompany
expenses, were 38% and 58%, for the third quarters of fiscal 2011 and 2010, respectively, and were
39% and 58% for the first nine (9) months of fiscal 2011 and 2010, respectively. In reviewing Chart
C, the reader should recognize that the volume of revenues generally will affect the amounts and
percentages presented. The percentages for BPE are based upon expenses as they relate to BPE
revenues from continuing operations (see Chart A). The percentages for Corporate and totals are
based upon expenses as they relate to total consolidated revenues from continuing operations.
29
The figures in Chart C are prior to intercompany expenses.
CHART C
SELLING, GENERAL AND ADMINSTRATIVE EXPENSES
FROM CONTINUING OPERATIONS
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
|
|
|
|
Revenues for the |
|
|
|
|
|
|
|
|
|
Revenues for the |
|
|
Third Quarter Ended |
|
Third Quarter Ended |
|
Nine Months Ended |
|
Nine Months Ended |
|
|
January 31, |
|
January 31, |
|
January 31, |
|
January 31, |
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
|
|
|
|
BPE (1) |
|
$ |
1,210 |
|
|
$ |
1,530 |
|
|
|
21 |
|
|
|
37 |
|
|
$ |
4,215 |
|
|
$ |
4,252 |
|
|
|
23 |
|
|
|
36 |
|
Corporate (2) |
|
|
1,021 |
|
|
|
927 |
|
|
|
17 |
|
|
|
21 |
|
|
|
3,061 |
|
|
|
2,881 |
|
|
|
16 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,231 |
|
|
$ |
2,457 |
|
|
|
38 |
|
|
|
58 |
|
|
$ |
7,276 |
|
|
$ |
7,133 |
|
|
|
39 |
|
|
|
58 |
|
|
|
|
|
|
NOTES TO CHART C
(1) |
|
BPE Segment SG&A expenses decreased by approximately $320,000, or 21%, in the third quarter
of fiscal 2011 compared to the same period in fiscal 2010, primarily due to lower
personnel-related costs, project development expenses, and sales and marketing expenses. |
|
|
|
On a percentage-of-revenue basis, BPE Segment SG&A expenses decreased from 37% of revenues to
21% of revenues, and from 36% of revenues to 23% of revenues, in the third quarter and the
first nine (9) months of fiscal 2011, respectively, compared to the same periods in fiscal
2010, primarily due to the increases in revenues (see Chart A) without corresponding
increases in expenses. |
|
(2) |
|
Corporate SG&A expenses increased by approximately $94,000, or 10%, and by approximately
$180,000, or 6%, in the third quarter and the first nine (9) months of fiscal 2011,
respectively, compared to the same periods in fiscal 2010, primarily due to increases in
consulting, legal, and non-employee directors fees and investor relations expenses,
partially offset by lower personnel-related costs and reductions in audit and tax fees. |
|
|
|
On a percentage-of-revenue basis, Corporate SG&A expenses decreased from 21% of revenues to
17% of revenues, and from 23% of revenues to 16% of revenues, in the third quarter and the
first nine (9) months of fiscal 2011, respectively, compared to the same periods in fiscal
2010, primarily due to the increases in revenues (see Chart A) without corresponding
proportional increases in expenses. |
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
Consolidated
loss from continuing operations before income taxes was $550,794 in the third quarter
of fiscal 2011, compared to $1,117,184 in the same period of fiscal 2010, an improvement of
$566,390, or 51%. For the first nine (9) months of fiscal 2011, the consolidated loss from
continuing operations before income taxes was $2,500,152, compared to
$3,564,732 in the same period
of fiscal 2010, an improvement of $1,064,580, or 30%.
30
The figures in Chart D are prior to intercompany revenues, costs and expenses.
CHART D
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Ended |
|
|
Increase |
|
|
Nine Months Ended |
|
|
Increase |
|
|
|
January 31, |
|
|
(Decrease) |
|
|
January 31, |
|
|
(Decrease) |
|
|
|
2011 |
|
|
2010 |
|
|
Amount |
|
|
2011 |
|
|
2010 |
|
|
Amount |
|
|
|
|
|
|
BPE (1) |
|
$ |
581 |
|
|
$ |
(76 |
) |
|
$ |
657 |
|
|
$ |
964 |
|
|
$ |
(275 |
) |
|
$ |
1,239 |
|
Corporate (2) |
|
|
(1,132 |
) |
|
|
(1,041 |
) |
|
|
(91 |
) |
|
|
(3,464 |
) |
|
|
(3,290 |
) |
|
|
(174 |
) |
|
|
|
|
|
Total |
|
$ |
(551 |
) |
|
$ |
(1,117 |
) |
|
$ |
566 |
|
|
$ |
(2,500 |
) |
|
$ |
(3,565 |
) |
|
$ |
1,065 |
|
|
|
|
|
|
NOTES TO CHART D
(1) |
|
BPE Segment earnings before income taxes of approximately $581,000 in the third quarter of
fiscal 2011 represents growth in earnings of approximately $657,000 compared to the same
period in fiscal 2010, primarily due to an increase in revenues of approximately $1,720,000
(see Chart A), an increase in gross margin of approximately $319,000, and a decrease in SG&A
expenses of approximately $320,000 (see Chart C). |
|
|
|
BPE Segment earnings before income taxes of approximately $964,000 in the first nine (9)
months of fiscal 2011 represents growth in earnings of approximately $1,239,000 compared to
the same period in fiscal 2010, primarily due to an increase in revenues of approximately
$6,285,000 (see Chart A), an increase in gross margin of approximately $1,211,000, and a
decrease in SG&A expenses of approximately $37,000 (see Chart C). |
|
(2) |
|
Corporate loss before income taxes increased by approximately
$91,000, or 9%, and by
approximately $174,000, or 5%, in the third quarter and the first nine (9) months of fiscal
2011, respectively, compared to the same periods in fiscal 2010, primarily due to increases
in SG&A expenses of approximately $94,000 and $180,000, respectively (see Chart C). |
INCOME TAX BENEFIT
The Companys effective rate for income taxes, based upon estimated annual income tax rates,
approximated 31.2% of the loss from continuing operations before income taxes in the first nine (9)
months of fiscal 2011 and 35.7% in the comparable period in fiscal
year 2010. The effective rates in both periods reflect the valuation
allowances recorded against the Companys state deferred tax
assets as described in Note 16 to the condensed consolidated
financial statements.
DISCONTINUED OPERATIONS
On December 15, 2010, the Company sold its owned shopping center in Smyrna, Tennessee, for a sales
price of approximately $4.3 million. The sale generated net cash proceeds of approximately
$250,000, after deducting approximately $125,000 for closing costs and prorations, and net of the
approximately $3.9 million mortgage note, which was assumed by the buyer. The Company recognized a
pre-tax loss on the sale of approximately $6,000. Prior to the sale, the Company recorded an
impairment loss of approximately $590,000 in the condensed consolidated statement of operations in
the second quarter of fiscal 2011 (see Note 10 Discontinued Operations to the condensed
consolidated financial statements for more information). The Company recognized federal and state
tax benefits of approximately $198,000 on the disposition. These tax benefits primarily resulted
from the operating losses of the property during the current fiscal year, which included the impairment loss of approximately $590,000 mentioned
above.
31
On June 9, 2010, the Company sold its owned shopping center in Jacksonville, Florida, for a sales
price of approximately $9.9 million. The sale generated net cash proceeds of approximately $2
million, after deducting approximately $0.5 million for funding of repair escrows and approximately
$0.6 million for closing costs and prorations, and net of the approximately $6.9 million mortgage
note, which was assumed by the buyer. The Company recognized a pre-tax gain on the sale of
approximately $190,000, including approximately $75,000 in additional pre-tax gain recognized in
the second and third quarters of fiscal 2011 as the result of the successful completion of
contractual conditions and other cost-basis adjustments (see Note 10 Discontinued Operations to
the condensed consolidated financial statements for more information). The Companys federal and
state tax liabilities on the disposition were approximately $94,000. These tax liabilities
primarily resulted from the pre-tax gain on the disposition and the operating earnings of the
property during the current fiscal year. These tax liabilities were offset by the Companys net
operating loss carry-forwards for tax purposes.
On January 29, 2010, the Company disposed of its interest in its owned office building in Newnan,
Georgia. In this transaction, the Company transferred its approximately $2.0 million interest in
the property and related assets to the note holder, which satisfied in full the Companys liability
for the approximately $3.2 million remaining balance on the propertys non-recourse mortgage loan.
Correspondingly, the Company recognized a non-cash pre-tax gain of approximately $1.2 million in
the third quarter of fiscal 2010 as a result of the elimination of the balance of the indebtedness
on the property. The Companys federal and state tax
liabilities on the disposition were approximately $0.4 million.
These tax liabilities primarily resulted from the pre-tax gain on the disposition, partially offset
by operating losses of the property during fiscal 2010. These tax liabilities were offset by the
Companys net operating loss carry-forwards for tax purposes.
In accordance with GAAP, the Companys financial statements have been prepared with the results of
operations and cash flows of these disposed properties shown as discontinued operations. All
historical statements have been recast in accordance with GAAP.
LIQUIDITY AND CAPITAL RESOURCES
The Companys cash was virtually unchanged at the end of the fiscal third quarter compared to
the prior fiscal year end, amounting to approximately $1,924,000 at both April 30, 2010, and
January 31, 2011. The Companys working capital increased
by approximately $282,000, or 8%,
between April 30, 2010, and January 31, 2011.
The following describes the changes in the Companys cash from April 30, 2010, to January 31, 2011:
Operating activities used cash of approximately $1,657,000, primarily as a result of:
|
(a) |
|
current year losses from continuing operations before depreciation,
amortization, and income taxes of approximately $1,767,000; |
|
|
(b) |
|
a decrease in trade accounts payable, accrued expenses, and other
liabilities of approximately $121,000; and |
32
|
(c) |
|
an increase in other current and long-term assets of approximately $645,000; |
|
(d) |
|
a decrease in net accounts receivable of approximately $580,000; and |
|
|
(e) |
|
a decrease in costs and earnings in excess of billings of approximately
$239,000. |
Investing activities used cash of approximately $621,000, primarily as a result of:
|
(a) |
|
$500,000 used for the purchase of a held-to-maturity investment; |
|
|
(b) |
|
approximately $274,000 used for additions to intangible assets, primarily
related to enhancements to the BPE Segments proprietary technology solutions; and |
|
|
(c) |
|
approximately $42,000 used for additions to property and equipment,
primarily related to the purchase of computer hardware; |
|
(d) |
|
proceeds of approximately $195,000 from the termination of a split-dollar
life insurance agreement. |
Financing activities provided cash of approximately $150,000, primarily as a result of:
|
(a) |
|
proceeds from other long-term debt of $500,000; |
|
(b) |
|
scheduled principal payments on other debt of approximately $150,000; |
|
|
(c) |
|
scheduled principal payments on the mortgage note on the corporate
headquarters building of approximately $90,000; and |
|
|
(d) |
|
payment of the regular quarterly cash dividends to shareholders of
approximately $111,000. |
Discontinued operations provided cash of approximately $2,129,000, primarily as a result of the
sales of real estate assets.
During the third quarter of fiscal 2011, operating activities used approximately $266,000 of cash,
primarily due to the operating loss in the quarter, whereas during the first nine (9) months of
fiscal 2011, operating activities used approximately $1,657,000 of cash, again primarily due to the
operating loss in the period. The significantly higher BPE Segment revenues in the first nine (9)
months of fiscal 2011, in combination with BPEs increased order activity and high backlog at
January 31, 2011, as discussed above, are expected to result in substantially higher full-year
revenues in fiscal 2011. As a result, management believes that the BPE Segment will be able to
generate cash flow from operations for the year. However, management believes that a longer period
of time will be required before the BPE Segment is able to generate sufficient sustained cash flow
to fully fund the Companys consolidated operations.
Recent growth in BPEs business has strained the Companys capital resources. However, the
Company believes that it has sufficient capital resources on hand to operate its business in the
ordinary course for the next twelve (12) months. The Company also currently believes that it has,
or can obtain, sufficient capital resources to continue to operate its business in the ordinary
course until the BPE Segment begins to generate sufficient sustained cash flow to fully fund the Companys consolidated operations,
although there can be no guarantee that this will be the case, particularly if recent improvements
in macro-economic conditions do not continue, or if such conditions were to worsen, for an extended
period of time.
33
Achieving sufficient sustained cash flow from the operations of the BPE Segment to fully fund the
Companys consolidated operations will depend on the occurrence of a number of assumed factors,
including the timing, margins and volume of additional revenues generated by new material
contracts, which historically have been difficult to predict, and the timing of collections of
customer receivables and payments to vendors and suppliers. Consequently, there can be no assurance
that the Company will achieve sufficient sustained cash flow through BPE Segment operations to
fully fund the Companys consolidated operations in the near term, or at all.
The Company historically has generated substantial liquidity from the periodic sales of real estate
assets, and the proceeds from such sales largely have been redeployed to fund the establishment and
growth of the BPE Segment. In June 2010, the Company successfully closed on the sale of its owned
shopping center in Jacksonville, Florida, generating net cash proceeds of approximately $2 million.
Most recently, in December 2010 the Company successfully closed on the sale of its owned shopping
center in Smyrna, Tennessee, generating net cash proceeds of approximately $250,000. As a
cumulative result of real estate asset sales in recent years, the Companys real estate assets now
consist of only the corporate headquarters building in metropolitan Atlanta, Georgia; a
commercially-zoned land parcel in North Ft. Myers, Florida; and commercially-zoned land parcels in
Oakwood, Georgia. Given the declines in commercial real estate markets and asset valuations in the
United States in recent years, the Company may be unable to sell any of its remaining real estate
assets at acceptable prices, or at all, in the near future.
The Company in recent years has not utilized bank lines of credit for operating purposes and does
not currently have in place any such line of credit. In October 2010, the Company borrowed $500,000 from related parties through the issuance of promissory notes (see
the Sales of Promissory Notes to Related Parties
section below for more information). Additionally, as
of January 31, 2011, the Company has drawn $570,000 in loans against its interest in the cash
surrender value of certain life insurance policies. There is currently minimal additional
borrowing capacity left under such policies.
In the event that currently available cash, cash generated from operations, and cash generated
from real estate sales were not sufficient to meet future operating cash requirements, the Company
would need to sell additional real estate or other assets at potentially otherwise unacceptable
prices, seek external debt financing or refinancing of existing debt, seek to raise funds through
the issuance of equity securities, or limit growth or curtail operations to levels consistent with
the constraints imposed by the available cash and cash flow, or any combination of these options.
Depending on the form of such additional capital, the equity interests of the Companys existing
shareholders could be diluted as a result. In addition, the development of the BPE Segments Fifth
Fuel Management® service offering to its full potential will require the investment of
additional capital, which the Company may seek to raise through outside sources or the sale of
assets.
34
The Companys ability to secure debt or equity financing or to sell real estate or other
assets, whether for normal working capital and capital expenditure purposes or for development of
the Fifth Fuel Management® service offering, could be limited by economic and financial
conditions at any time, but likely would be severely limited by credit, equity and real estate
market conditions similar to those that have existed in recent years. Management cannot provide
assurance that any reductions in planned expenditures or curtailment of operations would be
sufficient to cover potential shortfalls in available cash, or that debt or equity financing or
real estate or other asset sales would be available on terms acceptable to management, if at all,
in which event the Company could deplete its capital resources before achieving sufficient
sustained cash flow to fully fund consolidated operations, and as a result might be obliged to
explore strategic alternatives for its business.
Sales of Promissory Notes to Related Parties
On October 14, 2010, the Company borrowed an aggregate of $500,000 from related parties by issuing
a total of four (4) promissory notes to Samuel E. Allen, a Director of the Company; Herschel Kahn,
a Director of the Company; Alan R. Abrams, Chairman of the Board and Chief Executive Officer of the
Company; and J. Andrew Abrams, Executive Vice President of the Company, respectively. The largest
of the four (4) notes, amounting to $400,000, was issued to Mr. Allen. Each of the notes bears
interest at twelve percent (12%) per annum and matures on May 14, 2012, subject to acceleration
under certain specified circumstances. The notes are collectively secured by a security deed on
real property granted by a subsidiary of the Company. The notes are included in Other Long-Term
Debt in the Companys condensed consolidated balance sheet. The cash proceeds from the borrowings
were used to fund working capital and for other operating purposes.
Termination of Split Dollar Life Insurance Agreement
Historically, the Company has been a party to split dollar life insurance agreements pursuant to
which, among other things, the Company has agreed to pay premiums on life insurance policies for
certain executive officers of the Company. The cash surrender values of these insurance policies
are recorded as long-term other assets in the Companys condensed consolidated balance sheet. As
of April 30, 2010, the Company was a party to three (3) split dollar agreements regarding policies
insuring the lives of current and former executive officers of the Company, and had long-term loans
of approximately $982,000 against its interest in the cash surrender value of these policies.
On October 21, 2010, the split dollar life insurance agreement (the Agreement) related to
the policy jointly insuring the lives of Edward M. Abrams (deceased), the Companys former Chairman
of the Board and Chief Executive Officer, and his widow, Ann U. Abrams (the parents of Alan R.
Abrams, the Companys Chairman of the Board and Chief Executive Officer, and J. Andrew Abrams, the
Companys Executive Vice President) was terminated prior to the death of the remaining insured.
Prior to the termination of the Agreement, the Company had a long-term loan of approximately
$412,000 against its interest in the cash surrender value of this policy, which loan amount
approximately equaled the cumulative policy premiums paid by the Company through the date the loan
was originated, and represented a substantial majority of the policys cash surrender value prior
to the loan. Under the terms of the Agreement, in the event of an early termination prior to the
death of the insured, the Company was entitled to receive the remaining cash surrender value of the
policy, if any, on the date of termination. However, in consideration of the consent to the early
termination of the Agreement by the trust that owns the policy, the Company agreed to reduce the
net cash surrender value otherwise payable to the Company by $42,000. As a result of the early
termination of the Agreement: (1) the long-term loan
35
against the Companys interest in the cash surrender value of the policy of approximately $412,000,
and the related accrued interest of approximately $13,000, was repaid in full; (2) the Company
received approximately $195,000 in cash proceeds; (3) the Companys ongoing obligation to pay
premiums on the policy and its entitlement to any portion of the policys death benefit were
terminated; and (4) the Company reduced its long-term other assets by approximately $662,000,
representing the Companys interest in the cash surrender value of the policy prior to termination.
Capital Expenditures
The Company has no material commitments for capital expenditures. However, the Company does expect
that total capital spending in fiscal year 2011 will be approximately $420,000, including BPE
Segment expenditures of approximately $320,000 for proprietary technology solutions and
approximately $60,000 for property and equipment, and Corporate Headquarters expenditures of
approximately $40,000. Of these forecasted amounts, approximately $250,000, or 66%, of the BPE
Segment capital expenditures were already expended during the first nine (9) months of the fiscal
year. No significant amounts of the forecasted Corporate Headquarters capital expenditures were
expended during the first nine (9) months of the fiscal year.
Significant Uses of Cash
Significant uses of cash in the future are anticipated to be regular scheduled principal payments
of the corporate headquarters building mortgage note and other long-term debt, capital expenditures
for property and equipment, capital expenditures for enhancing BPEs proprietary technology
solutions, funding collateral for performance bonds when required by energy savings projects
contracts, and the regular cash operating requirements of corporate headquarters. The Companys
uses of cash are not expected to change materially in the near future.
Mortgage Notes and Other Long-Term Debt
At January 31, 2011, the Company had a mortgage note on the corporate
headquarters building and two (2) other long-term debt obligations. The
mortgage loan contains a provision that requires a Company subsidiary to
maintain a net worth of at least $2 million. The subsidiary referred to in this
mortgage loan provision had a net worth of approximately $16.3 million as of
January 31, 2011. The mortgage note contains no other financial covenants.
None of the Companys other long-term debt obligations have any financial or
non-financial covenants.
Other long-term debt at January 31, 2011, included a note payable of approximately $850,000, which
originated from the acquisition of a wholly-owned subsidiary in fiscal year 2004. In the third
quarter of fiscal 2011, the Company and the lender entered into an agreement to amend the note as
follows:
|
|
|
The maturity date of the note, originally December 18,
2011, was amended such that $150,000 is due on October 19,
2011, with the remaining principal balance of $700,000 due on January 19, 2016; and |
|
|
|
|
The interest rate was changed from the prime rate plus 1.5% to a fixed rate of 6% per
annum. |
The note continues to be secured by the general assets of a Company subsidiary.
36
The cash principal payment obligations during the next twelve (12) months related to the Companys
long-term debt are expected to be approximately $330,000.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Quarterly Report on Form 10-Q/A,
including without limitation, statements containing the words believes, anticipates,
estimates, expects, plans, projects, forecasts, and words of similar import, are
forward-looking statements within the meaning of the federal securities laws. Forward-looking
statements in this report include, without limitation: the expected continued strength of order
activity and the achievement by the Companys BPE Segment of positive EBITDA; trends in BPEs
government sector business and private sector business; the Companys expectations of generating
additional recurring revenues as a result of BPEs Fifth Fuel Management® offering; the
expected timing of the recognition as revenue of current backlog; and the Companys expectations
concerning the adequacy of its capital resources for future operations. Such forward-looking
statements involve known and unknown risks, uncertainties, and other matters which may cause the
actual past results, performance, or achievements of the Company to be materially different from
any future results, performance, or uncertainties expressed or implied by such forward-looking
statements. Factors affecting forward-looking statements include, without limitation, uncertainty
regarding current macro-economic conditions; the ability and timing of the BPE Segment achieving
increased revenues, positive cash flows, and profits; the health of commercial real estate markets;
the Companys ability to attract, retain, and motivate key personnel; the Companys ability to
secure additional capital; and the other factors identified under the caption Risk Factors in the
Companys Annual Report on Form 10-K/A for the year ended April 30, 2010, as updated from time to
time in the Companys Quarterly Reports on Form 10-Q.
CRITICAL ACCOUNTING POLICIES
A critical accounting policy is one which is both important to the portrayal of the Companys
financial position and results of operations, and requires the Company to make estimates and
assumptions in certain circumstances that affect the amounts reported in the accompanying condensed
consolidated financial statements and related notes. In preparing these financial statements, the
Company has made its best estimates and used its best judgments regarding certain amounts included
in the financial statements, giving due consideration to materiality. The application of these
accounting policies involves the exercise of judgment and the use of assumptions regarding future
uncertainties, and as a result, actual results could differ from those estimates. Management
believes that the Companys most critical accounting policies include:
Revenue Recognition
Revenues derived from implementation, training, support, and base service license fees from
customers accessing certain of the Companys proprietary technology solutions on an application
service provider (ASP) basis are recognized when all of the following conditions are met: there
is persuasive evidence of an arrangement; service has been provided to the customer; the collection
of fees is probable; and the amount of fees to be paid by the customer is fixed and determinable.
The Companys license arrangements do not include general rights of return. Revenues are
recognized ratably over the contract period, which is typically no longer than twelve (12) months,
beginning on the commencement date of each contract. Amounts that have been invoiced are recorded in accounts receivable and in revenue
or deferred revenue, depending on the timing of when the revenue recognition criteria have been
met. Additionally, the Company defers such direct costs and amortizes them over the same time
period as the revenue is recognized.
37
Energy management services are accounted for separately and are recognized as the services are
rendered. Revenues derived from sales of proprietary technology solutions (other than ASP
solutions) and hardware products are recognized when the software solutions and products are sold.
Energy savings project revenues are reported on the percentage-of-completion method, using costs
incurred to date in relation to estimated total costs of the contracts to measure the stage of
completion. Original contract prices are adjusted for change orders in the amounts that are
reasonably estimated. The nature of the change orders usually involves a change in the scope of
the project, for example, a change in the number or type of units being installed. The price of
change orders is based on the specific materials, labor, and other project costs affected.
Contract revenue and costs are adjusted to reflect change orders when they are approved by both the
Company and its customer for both scope and price. For a change order that is unpriced; that is,
the scope of the work to be performed is defined, but the adjustment to the contract price is to be
negotiated later, the Company evaluates the particular circumstances of that specific instance in
determining whether to adjust the contract revenue and/or costs related to the change order. For
unpriced change orders, the Company will record revenue in excess of costs related to a change
order on a contract only when the Company deems that the adjustment to the contract price is
probable based on its historical experience with that customer. The cumulative effects of changes
in estimated total contract costs and revenues (change orders) are recorded in the period in which
the facts requiring such revisions become known, and are accounted for using the
percentage-of-completion method. At the time it is determined that a contract is expected to result
in a loss, the entire estimated loss is recorded. Energy efficient lighting product revenues are
recognized when the products are shipped.
Long-Lived Assets: Property & Equipment and Capitalized Software
The Companys corporate headquarters building and related assets are stated at historical cost or,
if the Company determines that impairment has occurred, at fair market value, and are depreciated
for financial reporting purposes using the straight-line method over the respective estimated
useful lives. Significant additions that extend asset lives are capitalized and are depreciated
over their respective estimated useful lives. Normal maintenance and repair costs are expensed as
incurred.
Other property and equipment are recorded at historical cost and are depreciated for financial
reporting purposes using the straight-line method over the estimated useful lives of the respective
assets.
38
The Companys most significant tangible long-lived assets are the corporate headquarters building
and related assets. The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company
examines long-lived assets for such indications of impairment on a quarterly basis. The types of
events and circumstances that might indicate impairment include, but are not limited to, the
following:
|
|
|
A significant decrease in the market price of a long-lived asset; |
|
|
|
|
A current-period operating or cash flow loss combined with a history of operating
or cash flow losses or a projection or forecast that demonstrates continuing losses
associated with the use of a long-lived asset; |
|
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|
The Company has received purchase offers at prices below carrying value; |
|
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|
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A real estate asset that has a significant vacancy rate or significant rollover
exposure from one or more tenants; |
|
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A major tenant experiencing financial difficulties that may jeopardize the
tenants ability to meet its lease obligations; and |
|
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|
Depressed market conditions. |
When there are indicators of impairment, the recoverability of long-lived assets is measured by a
comparison of the carrying amount of the asset against the future net undiscounted cash flows
expected to be generated by the asset. The Company estimates future undiscounted cash flows using
assumptions regarding occupancy, counter-party creditworthiness, costs of leasing including tenant
improvements and leasing commissions, rental rates and expenses of the property, as well as the
expected holding period and cash to be received from disposition. The Company has considered all
of these factors in its undiscounted cash flows.
The BPE Segment has long-lived assets that consist primarily of capitalized software costs,
classified as intangible assets, net on the balance sheet, as well as a portion of the property and
equipment on the balance sheet. Software development costs are accounted as required for software
in a Web hosting arrangement. Software development costs that are incurred in a preliminary
project stage are expensed as incurred. Costs that are incurred during the application development
stage are capitalized and reported at the lower of unamortized cost or net realizable value.
Capitalization ceases when the computer software development project, including testing of the
computer software, is substantially complete and the software product is ready for its intended
use. Capitalized costs are amortized on a straight-line basis over the estimated economic life of
the product.
Events or circumstances which would trigger an impairment analysis of these long-lived assets
include:
|
|
|
A change in the estimated remaining useful life of the asset; |
|
|
|
|
A change in the manner in which the asset is used in the income generating
business of the Company; or |
|
|
|
|
A current-period operating or cash flow loss combined with a history of operating
or cash flow losses, or a projection or forecast that demonstrates continuing losses
associated with the use of a long-lived asset. |
39
Long-lived assets in the BPE Segment are grouped together for purposes of impairment analysis, as
assets and liabilities of the BPE Segment are not independent of one another. Annually at the end
of the fiscal third quarter, unless events or circumstances occur in the interim as discussed
above, the Company reviews its BPE Segments long-lived assets for impairment. Future undiscounted
cash flows of the segment, as measured in its goodwill impairment analysis, are used to determine
whether impairment of long-lived assets exists in the BPE Segment.
Valuation of Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill and intangible assets with indefinite lives are reviewed for impairment annually at the
end of the fiscal third quarter, or whenever events or changes in circumstances indicate that the
carrying basis of an asset may not be recoverable. Although management believes goodwill and other
indefinite-lived intangible assets are appropriately stated in the condensed consolidated financial
statements, future changes in strategy or market conditions could significantly impact these
judgments and result in an impairment charge.
The Company completed the annual impairment analysis of goodwill and other indefinite-lived
intangible assets in the fiscal quarter ended January 31, 2011. The annual analysis resulted in a
determination of no impairment. All of the Companys goodwill and other indefinite-lived
intangible assets are assigned to the BPE Segment, which has also been determined to be the
reporting unit.
Goodwill
The valuation methodologies used to calculate the fair value of the BPE Segment were the discounted
cash flow method of the income approach and the guideline company method of the market approach.
The Company believes that these two methodologies are commonly used valuation methodologies. GAAP
states that both methodologies are acceptable in determining the fair value of a reporting unit. In
assessing the fair value of the BPE Segment, the Company believes a market participant would likely
consider the cash flow generating ability of the reporting unit, as well as current market
multiples of companies facing similar risks in the marketplace.
With the income approach, the cash flows anticipated over several periods, plus a terminal value at
the end of that time horizon, are discounted to their present value using an appropriate rate of
return. Projected cash flows are discounted to present value using an estimated weighted average
cost of capital, reflecting returns to both equity and debt investors. The Company believes that
this is a relevant and beneficial method to use in determining fair value, because it explicitly
considers the future cash flow generating potential of the reporting unit.
In the guideline method of the market approach, the value of a reporting unit is estimated by
comparing the subject to similar businesses or guideline companies whose securities are actively
traded in public markets. The comparison is generally based on data regarding each of the
companies stock prices and earnings, which is expressed as a fraction known as a multiple.
The premise of this method is that if the guideline public companies are sufficiently similar
to each other, then their multiples should be similar. The multiples for the guideline companies
are analyzed, adjusted for differences as compared to the subject company, and then applied to the
applicable business characteristics of the subject company to arrive at an indication of the fair
value. The Company believes that the inclusion of a market approach analysis in the fair value
calculation is beneficial, because it provides an indication of value based on external,
market-based measures.
40
In the application of the income approach, financial projections were developed for use in the
discounted cash flow calculations. Significant assumptions included revenue growth rates; margin
rates; SG&A costs; and working capital and capital expenditure requirements over a period of ten
(10) years. Revenue growth rate and margin rate assumptions were developed using historical
Company data, current backlog, specific customer commitments, status of outstanding customer
proposals, and future economic and market conditions expected. Consideration was then given to the
SG&A costs, working capital, and capital expenditures required to deliver the revenue and margin
determined. The other significant assumption used with the income approach was the assumed rate at
which to discount the cash flows. The rate was determined by utilizing the weighted average cost
of capital method.
In the income approach model, three (3) separate financial projection scenarios were prepared using
the above assumptions: the first used the expected revenue growth rates, the second used higher
revenue growth rates, and the third used lower revenue growth rates. The discount rates used in
the scenarios ranged from 17% for the lower growth scenario to 19% for the higher growth scenario.
In each of the three (3) discounted cash flow models, there was no indication of goodwill
impairment. For the assessment of fair value of the BPE Segment based on the income approach, the
results of the three (3) scenarios were weighted to produce the applicable fair value indication as
follows: 50% for the expected case and 25% each for the other scenarios. The weightings reflect
the Companys view of the relative likelihood of each scenario.
In the application of the market approach, the Company considered valuation multiples derived from
five (5) public companies that were identified as belonging to a group of industry peers. The
applicable financial multiples of the comparable companies were adjusted for profitability and size
and then applied to the BPE Segment. This result also indicated that no impairment existed.
The comparable companies selected for the market approach were similar to the BPE Segment in terms
of business description and markets served. As such, the Company believes a market participant is
likely to consider the market approach in determining the fair value of the BPE Segment. In
addition, the Company believes a market participant will consider the cash flow generating capacity
of the BPE Segment using an income approach. Both the market and income approaches provide
meaningful indications of the fair value of the BPE Segment. The outcomes of the income approach
and market approach were weighted 80% and 20%, respectively, with the resulting fair value compared
to the carrying value of the BPE Segment. This test of fair value indicated that no impairment
existed at January 31, 2011.
Other Indefinite-Lived Intangible Assets
The Company holds several trademarks, which comprise all of the other indefinite-lived intangible
assets reported by the Company. The relief from royalty valuation methodology was used to analyze
the fair value of the Companys trademarks, and the result of the analysis determined that no
impairment existed at January 31, 2011.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases, and to tax loss carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to be applied to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date.
41
The Company periodically reviews its deferred tax assets (DTA) to assess whether it is more
likely than not that a tax asset will not be realized. The realization of a DTA ultimately depends
on the existence of sufficient taxable income. A valuation allowance is established against a DTA
if there is not sufficient evidence that it will be realized. The Company weighs all available
evidence in order to determine whether it is more-likely-than-not that a DTA will be realized in a
future period. The Company considers general economic conditions, market and industry conditions,
as well as internal Company specific conditions, trends, management plans, and other data in making
this determination.
Evidence considered is weighted according to the degree that it can be objectively verified.
Reversals of temporary differences are weighted with more significance than projections of future
earnings of the Company.
Positive
evidence considered includes, among others, the following: deferred
tax liabilities in excess of DTA, future reversals of temporary
differences, Company historical evidence of not having DTAs expire prior to utilization, and long
carryforward period remaining for net operating loss (NOL) carryforwards.
Negative evidence considered includes, among others, lack of cumulative taxable income in recent
years, and the fact that the current real estate market conditions and lack of readily available
credit could make it difficult for the Company to trigger gains on sales of real estate.
The valuation allowance currently recorded against the DTA for state NOL carryforwards was recorded
because of a lack of sufficient positive evidence to support its realization due to the recent
dispositions of real estate assets and recurring losses.
The Company will have to generate $3.1 million of taxable income in future years to realize the
federal NOL carryforwards and an additional $25.5 million of taxable income in future years to
realize the state NOL carryforwards. These amounts of taxable income would allow for the reversal
of the $2.1 million DTA related to NOL carryforwards. There is a long carryforward period
remaining for the NOL carryforwards. The oldest federal NOL carryforwards will expire in the April
30, 2024, tax-year, and the most recent federal NOL carryforwards will expire in the April 30,
2031, tax-year. The significant state NOL carryforwards will also expire between the April 30,
2024, and April 30, 2031, tax years. The Company has no material permanent book/tax differences.
The Company has no material uncertain tax position obligations. The Companys policy is to record
interest and penalties as a component of income tax expense (benefit) in the consolidated statement
of operations.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management has evaluated the Companys disclosure controls and procedures as defined by Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the
period covered by this report. This evaluation was carried out with the participation of the
Companys Chief Executive Officer and Chief Financial Officer. No system of controls, no matter
how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and
no evaluation of controls can provide absolute assurance that the system of controls has operated
effectively in all cases. The Companys disclosure controls and procedures, however, are designed
to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
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Based on
managements evaluation, the Chief Executive Officer and Chief
Financial Officer initially concluded
that the Companys disclosure controls and procedures were effective, as of the end of the period
covered by this report, to provide reasonable assurance that the objectives of disclosure controls
and procedures were met. However, as a result of the identification of the issue that caused the restatement
described in Note 16 to the condensed consolidated financial statements and
managements determination that there is a material weakness in
the Companys internal control over financial reporting in the area of
accounting for income taxes, as described below, the Chief Executive Officer and
Chief Financial Officer have subsequently concluded that the
Companys disclosure controls and procedures were not effective as of January 31, 2011.
Changes in Internal Control Over Financial Reporting
There was no change in the Companys internal control over financial reporting that occurred during
the period covered by this quarterly report on Form 10-Q/A that materially affected, or is
reasonably likely to materially affect, the Companys internal
control over financial reporting. However, management is currently in the process of implementing changes to
the Companys internal control over financial reporting to remediate the material
weakness related to the Companys accounting for income taxes described
below, which resulted in the restatement described in Note 16 to the condensed
consolidated financial statements.
A material weakness in internal control over financial reporting is a deficiency, or a
combination of deficiencies, such that there is a reasonable possibility that a material
misstatement of a companys financial statement will not be prevented or detected on a timely basis
by the companys internal controls. The restatement of the Companys financial statements resulted
from an error in the timing of recording a valuation allowance for its state deferred tax assets in
accordance with ASC 740, Accounting for Income Taxes, related to the recoverability of the deferred
tax assets, as more fully described in Note 16 to the condensed consolidated financial statements
included in this Amendment 1. Management believes that this error constitutes a material weakness
in the design of the Companys internal control over financial reporting in the area of accounting
for income taxes and has begun to take the following steps to remediate the deficiency:
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develop and implement additional procedures to increase the level of review, evaluation
and validation of the Companys valuation of deferred tax assets; and |
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increase the level of knowledge among Company employees in the area of accounting for
income taxes. |
In doing both of the above, the Company expects that it will be in a position to place less
reliance on third-party tax professionals.
The management of the Company is committed to a strong internal control environment, and believes
that, when fully implemented, these remediation actions will represent significant improvements.
The remediation actions are not expected to result in material costs to the Company. Management
anticipates completing this remediation effort before the 2011 Annual Report is filed in July 2011.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
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31.1 |
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Certification of Chief Executive Officer, pursuant to Rules 13a-14(a)/15d-14(a) |
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31.2 |
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Certification of Chief Financial Officer, pursuant to Rules 13a-14(a)/15d-14(a) |
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32.1 |
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act 2002 |
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32.2 |
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes Oxley Act 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Amendment No. 1 to its quarterly report to be signed on its behalf by the undersigned
thereunto duly authorized.
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SERVIDYNE, INC. |
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(Registrant) |
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Date:
June 2, 2011
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/s/ Alan R. Abrams
Alan R. Abrams
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Chief Executive Officer |
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Date:
June 2, 2011
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/s/ Rick A. Paternostro
Rick A. Paternostro
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Chief Financial Officer |
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