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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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INDIANA
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20-2803889
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification Number)
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6402 Corporate Drive
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46278
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Indianapolis, IN
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(Zip Code)
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(Address of principal executive offices)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Page
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PART I. Financial Information
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ITEM 1. Financial Statements
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Consolidated Balance Sheets as of September 30, 2011 (unaudited) and June 30, 2011
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2
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Consolidated Statements of Operations for the three month period ended September 30, 2011 (unaudited) and September 30, 2010 (unaudited, restated)
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4
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Consolidated Statement of Changes in Shareholders’ Equity for the three month period ended September 30, 2011 (unaudited)
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5
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Consolidated Statements of Cash Flows for the three month periods ended September 30, 2011 (unaudited) and September 30, 2010 (unaudited, restated)
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6
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Notes to the Unaudited Interim Consolidated Financial Statements
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8
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
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13
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ITEM 4. Controls and Procedures
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13
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PART II. Other Information
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ITEM 1. Legal Proceedings
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14
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ITEM 1A. Risk Factors
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14
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
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14
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ITEM 3 Defaults Upon Senior Securities
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14
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ITEM 4. (Removed and Reserved)
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14
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ITEM 5. Other Information
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14
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ITEM 6. Exhibits
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14
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Signatures
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14
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September 30
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June 30,
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|||||||
2011
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2011
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|||||||
(Unaudited)
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(Audited)
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ASSETS
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CURRENT ASSETS
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Cash and equivalents
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$ | 5,321 | $ | 6,036 | ||||
Restricted cash (Note 1)
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2,394 | 2,394 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $4 and $0
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2,807 | 2,639 | ||||||
Deferred tax asset
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1,500 | 1,500 | ||||||
Prepaid expenses and other current assets
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663 | 866 | ||||||
Total Current Assets
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12,685 | 13,435 | ||||||
OTHER ASSETS
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Property, plant & equipment, net of accumulated depreciation of $1,743 and $1,716
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219 | 245 | ||||||
Deferred tax asset
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1,250 | 1,250 | ||||||
Goodwill
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12,380 | 12,339 | ||||||
Other intangible assets, net of accumulated amortization of $2,304 and $2,202
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2,349 | 2,450 | ||||||
Other long-term assets
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78 | 78 | ||||||
Total Other Assets
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16,276 | 16,362 | ||||||
TOTAL ASSETS
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$ | 28,961 | $ | 29,797 |
September 30,
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June 30,
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|||||||
2011
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2011
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(Unaudited)
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(Audited)
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
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Short-term debt and current maturities of long-term debt (Note 2)
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$ | 292 | $ | 417 | ||||
Accounts payable
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808 | 497 | ||||||
Health and workers' compensation reserves
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1,390 | 945 | ||||||
Customer deposits
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72 | 2,511 | ||||||
Accrued expenses
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6,975 | 6,394 | ||||||
Other current liabilities
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40 | 40 | ||||||
Total Current Liabilities
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9,577 | 10,804 | ||||||
LONG-TERM LIABILITIES
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Health and workers' compensation reserves
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580 | 580 | ||||||
Total Long-Term Liabilities
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580 | 580 | ||||||
Total Liabilities
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10,157 | 11,384 | ||||||
SHAREHOLDERS' EQUITY (NOTE 5)
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Common stock, $0.10 par value; 150,000,000 authorized; 12,270,790 and 12,270,790 issued and outstanding at September 30, 2011 and June 30, 2011, respectively
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1,224 | 1,224 | ||||||
Series C Preferred stock, $0.10 par value; 1,000,000 authorized; 296,180 issued and outstanding at September 30, 2011 and June 30, 2011, respectively
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27,133 | 27,133 | ||||||
Treasury stock, at cost, 214,444 and 214,444 shares at September 30, 2011 and June 30, 2011, respectively
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(809 | ) | (809 | ) | ||||
Additional paid-in capital and warrants outstanding
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20,376 | 20,376 | ||||||
Accumulated deficit
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(29,120 | ) | (29,511 | ) | ||||
Total Shareholders' Equity
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18,804 | 18,413 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | 28,961 | $ | 29,797 |
Three Month Period Ended
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September 30,
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September 30,
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2011
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2010
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REVENUES
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$ | 15,795 | $ | 15,571 | ||||
DIRECT COSTS
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12,544 | 12,373 | ||||||
GROSS PROFIT
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3,251 | 3,198 | ||||||
OPERATING EXPENSES
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Selling, general and administrative expenses
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2,363 | 2,553 | ||||||
Depreciation and amortization
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133 | 174 | ||||||
Total Operating Expenses
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2,496 | 2,727 | ||||||
OPERATING INCOME
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755 | 471 | ||||||
OTHER INCOME (EXPENSE)
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Interest income
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11 | 28 | ||||||
Interest expense
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(5 | ) | (10 | ) | ||||
Other income
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3 | 3 | ||||||
Total Other Income (Expense)
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9 | 21 | ||||||
INCOME BEFORE PROVISION FOR INCOME TAXES
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764 | 492 | ||||||
Provision for income tax expense
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34 | 35 | ||||||
NET INCOME FROM CONTINUING OPERATIONS
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730 | 457 | ||||||
DISCONTINUED OPERATIONS
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Loss from discontinued operations
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- | (7 | ) | |||||
NET INCOME
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730 | 450 | ||||||
Preferred stock dividends
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339 | 148 | ||||||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
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$ | 391 | $ | 302 | ||||
Basic Income Per Common Share-Continuing Operations
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$ | 0.03 | $ | 0.02 | ||||
Basic Loss Per Common Share-Discontinued Operations
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- | - | ||||||
BASIC INCOME PER COMMON SHARE
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$ | 0.03 | $ | 0.02 | ||||
Basic Weighted Average Shares Outstanding
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12,270,790 | 12,231,543 | ||||||
Diluted Income Per Common Share-Continuing Operations
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$ | 0.03 | $ | 0.02 | ||||
Diluted Loss Per Common Share-Discontinued Operations
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- | - | ||||||
DILUTED INCOME PER COMMON SHARE
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$ | 0.03 | $ | 0.02 | ||||
Diluted Weighted Average Shares Outstanding
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14,634,740 | 14,754,108 |
Additional
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Paid-in Capital
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Total
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Common
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Perferred
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Treasury
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and Warrants
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Accumulated
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Shareholders'
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Stock
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Stock
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Stock
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Outstanding
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Deficit
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Equity
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BALANCE AT JUNE 30, 2011 (Audited)
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$ | 1,224 | $ | 27,133 | $ | (809 | ) | $ | 20,376 | $ | (29,511 | ) | $ | 18,413 | ||||||||||
Net income
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- | - | - | - | 730 | 730 | ||||||||||||||||||
Preferred stock dividends
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- | - | - | - | (339 | ) | (339 | ) | ||||||||||||||||
BALANCE AT SEPTEMBER 30, 2011 (Unaudited)
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$ | 1,224 | $ | 27,133 | $ | (809 | ) | $ | 20,376 | $ | (29,120 | ) | $ | 18,804 |
Three Months Ended
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September 30,
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September 30,
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2011
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2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net Income
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$ | 730 | $ | 450 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
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Depreciation and amortization
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129 | 174 | ||||||
Provision for losses on accounts receivable
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- | (20 | ) | |||||
Stock based compensation
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- | 4 | ||||||
Changes in certain operating assets and liabilities:
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Restricted cash
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- | 303 | ||||||
Accounts receivable
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(168 | ) | (205 | ) | ||||
Prepaid assets and other current assets
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202 | 140 | ||||||
Assets of discontinued operations
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- | 8 | ||||||
Other long-term assets
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(41 | ) | (27 | ) | ||||
Accounts payable
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311 | 77 | ||||||
Health and workers' compensation reserves
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444 | 64 | ||||||
Customer deposits
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(2,439 | ) | 3,247 | |||||
Accrued expenses and other current liabilities
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581 | (950 | ) | |||||
Net Cash Provided by (used in) Operating Activities
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(251 | ) | 3,265 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
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Capital expenditures
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- | (24 | ) | |||||
Net Cash Used in Investing Activities
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- | (24 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Payments on term debt
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(125 | ) | (132 | ) | ||||
Dividends paid on preferred stock
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(339 | ) | (99 | ) | ||||
Net Cash Used in Financing Activities
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(464 | ) | (231 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
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(715 | ) | 3,010 | |||||
CASH AND EQUIVALENTS
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Beginning of Period
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6,036 | 2,324 | ||||||
End of Period
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$ | 5,321 | $ | 5,334 |
Three Months Ended
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September 30,
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September 30,
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2011
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2010
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SUPPLEMENTAL DISCLOSURES
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Interest paid
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$ | 5 | $ | 10 | ||||
Income taxes paid
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$ | 34 | $ | 35 |
Revenue for the
Three Months Ended
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Operating income for the
Three Months Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2011
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2010
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2011
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2010
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(Dollars in thousands)
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Business Solutions
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$ | 15,795 | $ | 15,571 | $ | 755 | $ | 471 | ||||||||
Holding Company
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- | - | - | - | ||||||||||||
Segment Totals
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$ | 15,795 | $ | 15,571 | $ | 755 | $ | 471 | ||||||||
Net Income Available to Common Shareholders
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$ | 391 | $ | 302 |
Three Month Period Ended
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September 30, 2011
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September 30, 2010
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(Dollars in thousands)
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Revenues
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$ | 15,795 | 100 | % | $ | 15,571 | 100 | % | ||||||||
Cost of revenues
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12,544 | 79.4 | % | 12,373 | 79.5 | % | ||||||||||
Gross profit
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3,251 | 20.6 | % | 3,198 | 20.5 | % | ||||||||||
Operating expenses
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Selling, general and administrative
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2,363 | 15.0 | % | 2,553 | 16.4 | % | ||||||||||
Depreciation and amortization
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133 | 0.8 | % | 174 | 1.1 | % | ||||||||||
Total operating expenses
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2,496 | 15.8 | % | 2,727 | 17.5 | % | ||||||||||
Segment operating income
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$ | 755 | 4.8 | % | $ | 471 | 3.0 | % |
31.1
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Rule 15d-14(a) Certification of CEO
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31.2
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Rule 15d-14(a) Certification of CFO
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32.1
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Section 1350 Certification of CEO
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32.2
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Section 1350 Certification of CFO
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Fortune Industries, Inc.
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(Registrant)
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Date: November 11, 2011
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By: /s/ Tena Mayberry
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Tena Mayberry,
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Chief Executive Officer
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Date: November 11, 2011
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By: /s/ Randy E. Butler
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Randy E. Butler,
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Chief Financial Officer
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Fortune Industries, Inc. as of, and for, the period presented in this annual report;
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4.
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Fortune Industries, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) for Fortune Industries, Inc. and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Fortune Industries, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of Fortune Industries, Inc.'s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
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d)
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disclosed in this report any change in Fortune Industries, Inc.’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Fortune Industries, Inc.’s internal control over financial reporting; and
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5.
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Fortune Industries, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Fortune Industries, Inc.'s auditors and the audit committee of Fortune Industries, Inc.'s board of directors (or others performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fortune Industries, Inc.'s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in Fortune Industries, Inc.'s internal control over financial reporting.
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Date: November 11, 2011
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By: /s/ Tena Mayberry
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Tena Mayberry
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Chief Executive Officer
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2.
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Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of Fortune Industries, Inc. as of, and for, the period presented in this annual report;
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4.
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Fortune Industries, Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) for Fortune Industries, Inc. and have:
|
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Fortune Industries, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of Fortune Industries, Inc.'s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
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d)
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disclosed in this report any change in Fortune Industries, Inc.’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Fortune Industries, Inc.’s internal control over financial reporting; and
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5.
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Fortune Industries, Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Fortune Industries, Inc.'s auditors and the audit committee of Fortune Industries, Inc.'s board of directors (or others performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fortune Industries, Inc.'s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in Fortune Industries, Inc.'s internal control over financial reporting.
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Date: November 11, 2011
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By: /s/ Randy Butler
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Randy Butler
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Chief Financial Officer
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Date: November 11, 2011
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By: /s/ Tena Mayberry
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Tena Mayberry
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Chief Executive Officer
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Date: November 11, 2011
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By: /s/ Randy Butler
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Randy Butler
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Chief Financial Officer
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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data | Sep. 30, 2011 | Jun. 30, 2011 |
---|---|---|
Accounts receivable, allowance for doubtful accounts | $ 4 | $ 0 |
Property, plant & equipment, accumulated depreciation | 1,743 | 1,716 |
Other intangible assets, accumulated amortization | $ 2,304 | $ 2,202 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 12,270,790 | 12,270,790 |
Common stock, outstanding | 12,270,790 | 12,270,790 |
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 296,180 | 296,180 |
Preferred stock, outstanding | 296,180 | 296,180 |
Treasury stock, shares | 214,444 | 214,444 |
Document and Entity Information | 3 Months Ended | |
---|---|---|
Sep. 30, 2011 | Oct. 19, 2011 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2011 | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FFI | |
Entity Registrant Name | FORTUNE INDUSTRIES, INC. | |
Entity Central Index Key | 0000851249 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,270,790 |
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DEBT ARRANGEMENTS | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
DEBT ARRANGEMENTS |
NOTE 2 - DEBT ARRANGEMENTS
Term Note
In
May, 2010, the Company entered into a $1.0 million term note with a
bank. The term loan matures on April 30, 2012 and bears interest at
the fixed rate of 4.5%. The note is amortized equally over a 24
month period and therefore requires monthly principal payments of
$42. The note is collateralized by substantially all the assets of
the Company and is personally guaranteed by the Company’s
chairman and majority shareholder. The loan requires the Company to
maintain a minimum cash flow coverage ratio of 1.2 to 1.0 and a
minimum current ratio of 1.0 at June 30, 2011 escalating to 1.15
and 1.20 at December 31, 2010 and June 30, 2011.
|
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EQUITY INCENTIVE PLANS AND OTHER STOCK COMPENSATION | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
EQUITY INCENTIVE PLANS AND OTHER STOCK COMPENSATION |
NOTE 3– EQUITY INCENTIVE PLANS AND OTHER STOCK
COMPENSATION
Restricted Share Units
Effective
April 13, 2006, the Company’s shareholders approved the 2006
Equity Incentive Plan. Under terms of the 2006 Equity Incentive
Plan, the Company may grant options, restricted share units and
other stock-based awards to its management personnel as well as
other individuals for up to 1.0 million shares of common
stock. During the three month period ended September 30,
2011, no restricted share units were issued under this
plan.
|
SHAREHOLDERS' EQUITY | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
SHAREHOLDERS' EQUITY |
NOTE 4- SHAREHOLDERS’ EQUITY
Common Stock
The
Company did not issue any shares of common stock during the three
month period ended September 30, 2011.
Preferred Stock
On
September 25, 2009, the Company reached an agreement with the
Chairman to amend the dividend rates on the Series C Preferred
Stock with an effective date of July 1, 2009. From the
effective date forward the Series C Preferred Stock will bear an
annual dividend of $2 per share in the years ending June 30, 2010
and 2011, $5 per share in the year ending June 30, 2012, $6 per
share in the year ending June 30, 2013 and $7 per share
thereafter. All other items of the Series C Preferred
Shares remained unchanged. Dividends of $339 and $148
were accrued and/or paid for the three months ended September 30,
2011 and September 30, 2010, respectively.
Effective
December 31, 2010, the Company revised its estimate regarding the
collectability of its $2,500,000 term note receivable with a
related party. Based on this change in estimate, the
Company reclassified the note receivable as a reduction to its
outstanding preferred stock as prescribed by a Security Agreement
between the Company and the related party. Under terms
of this Security Agreement and in the event of default of the term
note receivable, the Company obtains the right to equal value of
the preferred stock as defined including but not limited to title,
interest and dividends. As of September 30, 2011 and the
date of this filing, the Company has no intention to convert the
note receivable in the foreseeable future.
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Thousands | Total | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital and Warrants Outstanding | Accumulated Deficit |
---|---|---|---|---|---|---|
BEGINNING BALANCE at Jun. 30, 2011 | $ 18,413 | $ 1,224 | $ 27,133 | $ (809) | $ 20,376 | $ (29,511) |
Net Income | 730 | 730 | ||||
Preferred stock dividends | (339) | (339) | ||||
ENDING BALANCE at Sep. 30, 2011 | $ 18,804 | $ 1,224 | $ 27,133 | $ (809) | $ 20,376 | $ (29,120) |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
General
Basis of
Presentation: The financial data presented herein is
unaudited and should be read in conjunction with the consolidated
financial statements and accompanying notes included in the 2011
Annual Report on Form 10-K filed by Fortune Industries, Inc.
(which, together with its subsidiaries unless the context requires
otherwise, shall be referred to herein as the
“Company”). The consolidated balance sheet
at June 30, 2011 has been derived from the audited financial
statements at that date, but does not include all of the
information or footnotes required by accounting principles
generally accepted in the United States for complete financial
statements. The Company’s consolidated balance
sheet at September 30, 2011, and the consolidated statements of
operations, cash flows and shareholders’ equity for the
period ended September 30, 2011 have been prepared by the Company
without audit. These unaudited financial statements
contain, in the opinion of management, all adjustments (consisting
of normal accruals and other recurring adjustments) necessary for a
fair presentation of the consolidated financial position, results
of operations, and cash flows for the periods presented in
conformity with accounting principles generally accepted in the
United States. The Company has evaluated subsequent events through
the time these financial statements in the Form 10-Q report were
filed with the Securities and Exchange Commission. The
operating results for the three month period ended September 30,
2011 are not necessarily indicative of the operating results to be
expected for the full fiscal year.
Nature of
Business: Fortune Industries, Inc. is an Indiana corporation
comprised of Professional Employer Organizations (PEOs) which
provide full-service human resources outsourcing services through
co-employment relationships with its clients. Wholly
owned subsidiaries operating in this industry include Professional
Staff Management, Inc. and related entities (“PSM”);
CSM, Inc. and related subsidiaries (“CSM”); Precision
Employee Management, LLC (“PEM”); and Employer
Solutions Group, Inc. and related subsidiaries
(“ESG”).
The
Company bills its clients under Professional Services Agreements as
licensed PEOs. The billing includes amounts for the
client’s gross wages, payroll taxes, employee benefits,
workers’ compensation insurance and an administration
fee. The administration fee charged by the Company in
this segment is typically a percentage of the gross payroll and is
sufficient to allow the Company in this segment to provide payroll
administration services, human resources consulting services,
worksite safety training, and employment regulatory compliance for
no additional fees.
The
component of the administration fee related to administration
varies, in part, according to the size of the client, the amount
and frequency of payroll payments and the delivery method of such
payments. The component of the administration fee
related to health, workers’ compensation and unemployment
insurance is based, in part, on the client’s historical
claims experience. Charges by the Company in this
segment are invoiced along with each periodic payroll delivered to
the client.
Through
the co-employment contractual relationship, the Company become the
employer and, as such, all payroll-related taxes are filed on these
Company's federal, state, and local tax identification
numbers. The clients are not required to file any
payroll related taxes on their own behalf. The
calculations of amounts the Company owes and pays the various
government and employment insurance vendors are based on the
experience levels and activity of the Company in this
segment.
Restricted Cash: Restricted cash includes certificates of
deposits for letters of credit issued to collateralize the
Company's obligations under its various workers’
compensation program and certain general insurance
coverage. At September 30, 2011, the Company had $2,394
in total restricted cash. Of this amount, $2,124 is
restricted for various workers’ compensation programs in
accordance with terms of insurance carrier agreements, and the
remainder is restricted for certain standby letters of credit in
accordance with various state regulations.
Goodwill and Other Indefinite-Lived Intangible
Assets: Goodwill and other intangible assets with
indeterminate lives are assessed for impairment at least annually
and more often as triggering events occur. In making
this assessment, management relies on a number of factors including
operating results, business plans, economic projections,
anticipated future cash flows, and transactions and market place
data. There are inherent uncertainties related to these
factors and management’s judgment in applying them to the
analysis of both goodwill and other intangible assets
impairment. Since management’s judgment is
involved in performing goodwill and other intangible assets
valuation analyses, there is risk that the carrying value of the
goodwill and other intangible assets may be overstated or
understated.
The
Company has elected to perform the annual impairment assessment of
recorded goodwill and other indefinite-lived intangible
assets as of the end of fiscal first
quarter. Management
has assessed qualitative factors, to determine whether it is
necessary to perform the two-step quantitative impairment test, and
determined it is more likely than not that it’s fair value
exceeds the carrying amount.
Workers’ Compensation: The Company's PSM, CSM and ESG
subsidiaries maintain fully funded, high deductible workers'
compensation insurance programs. Under the insurance
policies established at each company, PSM and CSM’s
deductible liability is limited to $250 per incident, with an
aggregate liability limit of approximately $2,000. Under
the insurance policy established at ESG, the deductible liability
is limited to $350 per incident, with no aggregate liability
limit.
|