Annual report pursuant to Section 13 and 15(d)

Restatements

v3.7.0.1
Restatements
12 Months Ended
Oct. 02, 2016
Accounting Changes and Error Corrections [Abstract]  
Restatements

Note 17 — Restatements

 

The Company has restated its consolidated financial statements for the year ended October 2, 2016 to correct the manner in which the Company recorded 4,125,200 warrants that were issued in conjunction with common stock and Series C preferred shares pursuant to a public offering. On August 26, 2016, 2,291,900 Class A units consisting of common stock and warrants and 400 Class B units consisting of shares of Series C convertible stock and warrants were issued pursuant to a public offering. The offering is comprised of Class A Units, priced at a public offering price of $1.20 per unit, with each unit consisting of one share of common stock and one five-year warrant to purchase one share of common stock with an exercise price of $1.50 per share (each, a "warrant"), and Class B Units, priced at a public offering price of $5,000 per unit, with each unit comprised of one share of preferred stock with a conversion price of $1.20 which is convertible into 4,167 shares of common stock and warrants to purchase 4,167 shares of common stock. The net proceeds from the offering were $4,245 thousand (Gross proceeds of $4,750 thousand less underwriter expenses of $505 thousand). Deferred public offering costs incurred by Optex in connection with the offering was $252 thousand. On August 26, 2016 Optex Systems Holdings, Inc. issued 3,958,700 warrants to investors and 166,500 warrants to the underwriter.

  

Optex Systems Holdings, Inc. originally treated the warrants as equity instruments and as such the warrants and public offering costs associated with the transaction were netted to additional paid in capital. The warrants are determined to be free standing financial instruments that are legally detachable and separately exercisable from the common stock and are also deemed to be indexed to the company’s own stock. During the subsequent review period for the quarter ending January 1, 2017, it was determined that these warrants contained a fundamental transaction clause which provided that the warrants are puttable for cash at the option of the holder based on a triggering of the clause. The warrant clause meets the requirement for a contingently redeemable security; however, as they are redeemable at the option of the holder rather than the issuer and control of the redemption is outside the control of the Company, the warrants require classification as a liability pursuant to ASC 480 “Distinguishing Liabilities from Equity”. In accordance with ASC 480, the issued warrants should have been recorded at the fair market value on origination and recorded as a liability with an offsetting entry to additional paid in capital. The guidance also requires the fair market value be subsequently re-measured at each reporting period or triggering event with any changes in the valuation booked to earnings as a gain or loss.

 

Misstatement of the original warrant instruments as equity rather than debt, and the subsequent correction to warrant liability triggered additional accounting corrections as they related to the allocation of the proceeds received and the allocation of the public issuance costs against the warrants, common stock and Series C preferred shares. In accordance with the accounting guidance, fees associated with public offering costs for debt instruments must recognized in earnings to the extent they are allocable to the debt instrument. This correction resulted in a higher share of the fees associated with the public raise being allocated and recognized against earnings instead of netted against the proceeds and offset to additional paid in capital. In addition, after allocation of the proceeds attributable to the warrants, the remaining equity associated with our Series C preferred shares resulted in an effective accounting conversion rate well below the stated conversion price, and which was significantly below the then current market value, creating a beneficial conversion feature at inception and a corresponding recognition requirement as a preferred stock dividend/premium on the Series C preferred stock.

 

The corrections to the financial statement accounts as a result of the misstatement errors are summarized in the table below.

 

    Thousands  
       
    For the twelve months ending October 2, 2016  
Adjustments   Warrant
Liability
    Additional Paid
in Capital
    Accumulated
Deficit(*)
 
Initial fair value of warrants issued in August 26, 2016 public offering   $ 3,857     $ (3,857 )   $ -  
Gain on change in fair value of warrants as of October 2, 2016 recognized as other income(*)     (739 )     -       739  
Fees on public offering associated with warrant liability recognized as operating expense(*)     -       711       (711 )
Beneficial conversion feature recognized as dividend/premium on Series C preferred shares (*)     -       442       (442 )
Total Adjustments to period ending October 2, 2016   $ 3,118     $ (2,704 )   $ (414 )

 

* These adjustements are reflected in both the Consolidated Balance Sheet Accumulated Deficit account balances as well as the Consolidated Statement of Operations account balances

 

In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. The Company concluded that these errors were in the aggregate material to the prior reporting period, and therefore, restatement of the previously filed financial statements for the year ending October 2, 2016 was necessary. There were no other annual or interim periods effected by this correction.

  

The account balances labeled “As Reported” in the following tables represent the previously reported audited balances in the Company’s Annual Report on Form 10-K for the year ended October 2, 2016 as filed with Securities Exchange Commission on December 23, 2016.

 

Condensed Consolidated Balance Sheet
Thousands
                   
    Period ended October 2, 2016  
Restatement Account*   As Reported     Adjustments     As Restated  
                   
Liabilities                        
                         
Warrant Liability   $ -     $ 3,118     $ 3,118  
                         
Total Liabilities     2,403       3,118       5,521  
                         
Stockholders' Equity                        
Additional Paid in Capital     29,583       (2,704 )     26,879  
Accumulated Deficit     (19,233 )     (414 )     (19,647 )
                         
Total Stockholders’ Equity     10,358       (3,118 )     7,240  
                         
Total Liabilities and Stockholders' Equity   $ 12,761     $ -     $ 12,761  

 

* The table above reflects only the amounts for selective Balance Sheet accounts and their respective account class subtotals and grand totals which were affected by the error. Balance Sheet accounts not listed above were not affected by the errors and as such have not changed from the originally reported balances.

 

Condensed Consolidated Statement of Operations
Thousands
                   
    Twelve months ending October 2, 2016  
Restatement Accounts*   As Reported     Adjustments     As Restated  
                   
General and Administrative Expense   $ 3,251     $ 711     $ 3,962  
                         
Operating Income (Loss)     (200 )     (711 )     (911 )
                         
Gain on Change in Fair Value of Warrant Liability     -       739       739  
                         
Income (Loss) Before Taxes     (236 )     28       (208 )
                         
Net Income (Loss) After Taxes     (236 )     28       (208 )
                         
Preferred Stock Dividend/Premium     (761 )     (442 )     (1,203 )
                         
Net loss applicable to common shareholders   $ (997 )   $ (414 )   $ (1,411 )
                         
Basic and diluted loss per share (1)   $ (0.64 )   $ (0.27 )   $ (0.91 )

 

* The table above reflects only the amounts for selective Statement of Operations accounts and their respective account class subtotals and grand totals which were affected by the error. Statement of Operations accounts not listed above are not affected by the errors and as such have not changed from the originally reported balances.

(1) There is no impact to diluted earnings per share as the "As Reported" and "As Restated" earnings per share as are both in a net loss position and the resulting calculations are antidilutive.

  

Consolidated Statement of Cash Flows
Thousands
                   
    Twelve months ending October 2, 2016  
Restatement Accounts*   As Reported     Adjustments     As Restated  
                   
 Net (loss) income   $ (236 )   $ 28     $ (208 )
                         
Gain on change in fair value of warrant liability     -       739       (739 )
Increase (decrease) in accounts payable and accrued expenses (1)     129       1       130  
                         
Total Adjustments     407       (738 )     (331 )
Net Cash provided by (used in) operating activities     171       (710 )     (539 )
                         
Proceeds from sale of common stock     4,247       503       4,750  
Deferred public offering cost     (252 )     207       (45 )
                         
Net cash provided by financing activities   $ 1,744     $ 710     $ 2,454  
                         
Supplemental cash flow information                        
Beneficial conversion feature on preferred stock   $ 761     $ 442     $ 1,203  
Fair value of warrants issued for underwriter expenses in public offering   $ -     $ 156     $ 156  

 

* The table above reflects only the amounts for selective Statement of Cash Flows accounts and their respective account class subtotals and grand totals which were affected by the error. Statement Cash Flows accounts not listed above were not affected by the errors and as such have not changed from the originally reported balances.

(1) The increase in accounts payable and accrued expenses is a rounding adjustment to balance the financial statement accounts