Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Regional Brands Inc. | |
Entity Central Index Key | 812,149 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | RGBD | |
Entity Common Stock, Shares Outstanding | 1,274,603 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,166,990 | $ 4,752,462 |
Short-term investments | 1,702,446 | 952,208 |
Accounts receivable, net of allowance for doubtful accounts | 6,339,996 | 5,717,369 |
Inventories, net | 1,381,609 | 1,594,264 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 1,318,406 | 894,261 |
Prepaid expenses and other current assets | 388,609 | 248,935 |
Total current assets | 15,298,056 | 14,159,499 |
Equipment, net | 480,840 | 461,828 |
Intangibles, net | 5,200,000 | 6,316,666 |
Goodwill | 3,013,287 | 3,013,287 |
Other assets | 144,728 | 96,667 |
Total assets | 24,136,911 | 24,047,947 |
Current liabilities: | ||
Accounts payable | 1,524,222 | 467,248 |
Accrued expenses and other current liabilities | 1,127,875 | 618,844 |
Line of credit | 2,074,871 | 2,272,710 |
Current portion of Senior subordinated note | 14,348 | 14,348 |
Working capital liability due to Seller | 0 | 1,107,872 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 234,840 | 438,883 |
Total current liabilities | 4,976,156 | 4,919,905 |
Senior subordinated note | 235,382 | 222,809 |
Subordinated term note | 2,500,000 | 2,500,000 |
Total liabilities | 7,711,538 | 7,642,714 |
Commitments | ||
Stockholders' equity | ||
Preferred stock $.01 par value, authorized 50,000, issued and outstanding -none | 0 | 0 |
Common stock $.00001 par value, 3,000,000 authorized and 1,274,603 shares issued and outstanding | 13 | 13 |
Additional paid-in capital | 20,342,645 | 20,311,645 |
Accumulated deficit | (3,999,349) | (4,008,441) |
Accumulated other comprehensive gain( loss) | (6,940) | (5,464) |
Total Regional Brands, Inc. shareholders' equity | 16,336,369 | 16,297,753 |
Noncontrolling interest in consolidated subsidiary | 89,004 | 107,480 |
Total stockholders equity | 16,425,373 | 16,405,233 |
Total liabilities and stockholders' equity | $ 24,136,911 | $ 24,047,947 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 3,000,000 | 3,000,000 |
Common stock, shares issued | 1,274,603 | 1,274,603 |
Common stock, shares, outstanding | 1,274,603 | 1,274,603 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net Sales | $ 11,151,952 | $ 0 | $ 19,898,301 | $ 0 |
Cost of sales | 7,723,645 | 0 | 13,974,339 | 0 |
Gross profit | 3,428,307 | 0 | 5,923,962 | 0 |
Operating expenses: | ||||
Selling | 1,221,981 | 0 | 2,321,745 | 0 |
General and administrative | 1,026,463 | 54,180 | 1,969,326 | 58,285 |
Amortization of intangible assets | 429,167 | 0 | 1,116,667 | 0 |
Total operating expenses | 2,677,611 | 54,180 | 5,407,738 | 58,285 |
Operating income (loss) | 750,696 | (54,180) | 516,224 | (58,285) |
Other income (expense): | ||||
Other income (expense) | 23,251 | 10,766 | 40,633 | 10,766 |
Interest expense | (58,479) | 0 | (119,433) | (1,210) |
Interest income | 818 | 3,348 | 4,365 | 0 |
Interest income (expense) net | (34,410) | 14,114 | (74,435) | 9,556 |
Income (loss) before income taxes | 716,286 | (40,066) | 441,789 | (48,729) |
Income tax provision | 360,800 | 0 | 414,000 | 0 |
Net income (loss) | 355,486 | (40,066) | 27,789 | (48,729) |
Less income (loss) to noncontrolling interest | 32,663 | 0 | 18,697 | 0 |
Net income (loss) attributable to common shareholders | 322,823 | (40,066) | 9,092 | (48,729) |
Other comprehensive loss: | ||||
Unrealized (loss) on investments | (244) | (4,387) | (1,476) | (4,387) |
Comprehensive income (loss) attributable to common shareholders | $ 322,579 | $ (44,453) | $ 7,616 | $ (53,116) |
Earnings (loss) per share per common share- basic and diluted | $ 0.25 | $ (0.11) | $ 0.01 | $ (0.27) |
Weighted average common shares outstanding - basic and diluted | 1,274,603 | 351,206 | 1,274,603 | 179,132 |
B.R. Johnson, Inc. [Member] | ||||
Net Sales | $ 10,205,983 | $ 17,835,664 | ||
Cost of sales | 7,373,770 | 12,687,111 | ||
Gross profit | 2,832,213 | 5,148,553 | ||
Operating expenses: | ||||
Selling | 992,542 | 2,016,740 | ||
General and administrative | 766,420 | 1,397,875 | ||
Amortization of intangible assets | 0 | 0 | ||
Total operating expenses | 1,758,962 | 3,414,615 | ||
Operating income (loss) | 1,073,251 | 1,733,938 | ||
Other income (expense): | ||||
Other income (expense) | 6,514 | 7,582 | ||
Interest expense | 0 | 0 | ||
Interest income | 0 | 0 | ||
Interest income (expense) net | 6,514 | 7,582 | ||
Income (loss) before income taxes | 1,079,765 | 1,741,520 | ||
Income tax provision | 0 | 0 | ||
Net income (loss) | $ 1,079,765 | $ 1,741,520 | ||
Other comprehensive loss: | ||||
Earnings (loss) per share per common share- basic and diluted | $ 5,399 | $ 8,708 | ||
Weighted average common shares outstanding - basic and diluted | 200 | 200 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (40,066) | $ 27,789 | $ (48,729) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||
Stock based compensation | 0 | 31,000 | 9,058 |
Depreciation and amortization | 54,872 | 0 | |
Amortization of debt issuance costs | 12,573 | 0 | |
Amortization of intangibles | 0 | 1,116,667 | 0 |
Change in allowance for doubtful accounts | (50,000) | 0 | |
Change in inventory obsolence reserve | 50,000 | 0 | |
Changes in operating assets and liabilities | |||
Accounts receivable | (572,627) | 0 | |
Inventories | 162,655 | 0 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | (424,145) | 0 | |
Prepaid expenses and other assets | (187,735) | 0 | |
Accounts payable | 1,056,973 | 0 | |
Accrued expenses and other current liabilities | 509,031 | (2,309) | |
Billings in excess of costs and estimated earnings on uncompleted contracts | (204,043) | 0 | |
Net cash provided (used ) by operating activities | 1,583,010 | (41,980) | |
Cash flows from investment activities: | |||
Purchase of equipment | (73,884) | 0 | |
Business acquisition- payment of working capital liability to Seller | (1,107,872) | 0 | |
Purchase of short- term investments | (751,714) | (932,115) | |
Net cash used by investment activities | (1,933,470) | (932,115) | |
Cash flows from financing activities: | |||
Borrowings (repayment) from line of credit | (197,839) | 0 | |
Proceeds from related party note payable | 0 | 4,100 | |
Proceeds from sale of common stock | 0 | 4,750,000 | |
Distribution to noncontrolling interest | (37,173) | 0 | |
Stockholders' distribution | 0 | 0 | |
Net cash provided (used) by financing activities | (235,012) | 4,754,100 | |
Net increase (decrease) in cash | (585,472) | 3,780,005 | |
Cash at beginning of period | 4,752,462 | 1,356 | |
Cash at end of period | 3,781,361 | 4,166,990 | 3,781,361 |
Cash paid for : | |||
Income taxes | 169,000 | 0 | |
Interest | 107,000 | 0 | |
Non-cash investing and financing activities: | |||
Repayment of related party note payable and accrued interest by issuance of common shares | $ 0 | 250,000 | |
B.R. Johnson, Inc. [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | 1,079,765 | 1,741,520 | |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||
Stock based compensation | 0 | ||
Depreciation and amortization | 85,000 | ||
Amortization of debt issuance costs | 0 | ||
Amortization of intangibles | 0 | 0 | |
Change in allowance for doubtful accounts | 0 | ||
Change in inventory obsolence reserve | 0 | ||
Changes in operating assets and liabilities | |||
Accounts receivable | (1,630,832) | ||
Inventories | (47,977) | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | (276,443) | ||
Prepaid expenses and other assets | (335,338) | ||
Accounts payable | 267,748 | ||
Accrued expenses and other current liabilities | (98,597) | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | 208,780 | ||
Net cash provided (used ) by operating activities | (86,139) | ||
Cash flows from investment activities: | |||
Purchase of equipment | (117,278) | ||
Business acquisition- payment of working capital liability to Seller | 0 | ||
Purchase of short- term investments | 0 | ||
Net cash used by investment activities | (117,278) | ||
Cash flows from financing activities: | |||
Borrowings (repayment) from line of credit | 99,810 | ||
Proceeds from related party note payable | 0 | ||
Proceeds from sale of common stock | 0 | ||
Distribution to noncontrolling interest | 0 | ||
Stockholders' distribution | (800,000) | ||
Net cash provided (used) by financing activities | (700,190) | ||
Net increase (decrease) in cash | (903,607) | ||
Cash at beginning of period | 903,607 | ||
Cash at end of period | $ 0 | 0 | |
Cash paid for : | |||
Income taxes | 0 | ||
Interest | 0 | ||
Non-cash investing and financing activities: | |||
Repayment of related party note payable and accrued interest by issuance of common shares | $ 0 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES and Earnings (Loss) Per Share . Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s valuation techniques used to measure the fair value of money market funds, certificate of deposits, and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at December 31, 2016 Marketable Equity Securities $ 952,208 $ $ $ 952,208 Money Market Funds $ 3,492,895 $ $ $ 3,492,895 Certificates of Deposit $ 1,256,216 $ $ $ 1,256,216 The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at June 30, 2017 Marketable Equity Securities $ 1,702,446 $ $ $ 1,702,446 Money Market Funds $ 4,163,640 $ $ $ 4,163,640 1 for 1,000 stock split- effect a 1 for 1,000 750,000,000 50,000,000 As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Company’s issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. FASB ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory.” This ASU requires inventory within the scope of the guidance to be measured at the lower of cost or net realizable value. FASB ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016, with prospective application required. The Company adopted this guidance during the six months ended June 30, 2017 and it has not had a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers” (“ASU 2014-9”). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”); ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”); and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards will replace most existing revenue recognition guidance in U.S. GAAP when they become effective and permit the use of either a retrospective or cumulative effect transition method. We are currently evaluating the alternative methods of adoption and the effect of this guidance on our consolidated financial statements and related disclosures. We are also in the process of identifying material contracts and revenue streams that are potentially impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017. In March 2016, the FASB issued ASU 2016-09, “Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. The Company adopted this guidance during the six months ended June 30, 2017 and it has not had a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued an accounting standard update ASU 2016-02, “Leases" to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its financial position and/or results of operations. |
ACQUISITION OF B.R. JOHNSON, IN
ACQUISITION OF B.R. JOHNSON, INC. | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 2. ACQUISITION OF B.R. JOHNSON, INC. On November 1, 2016, the Company's majority-owned subsidiary, B.R. Johnson, LLC (“BRJ LLC”) acquired substantially all of the assets (the “Acquisition”) of B.R. Johnson, Inc. (“BRJ Inc.”), a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings (the “Business”). Following the Acquisition, BRJ LLC has carried on the Business. The Acquisition was consummated pursuant to an Asset Purchase Agreement, dated as of November 1, 2016 (the “APA”). Total consideration for the Acquisition was approximately $ 16.5 2,500,000 1.1 5.25 62,500 November 30, 2021 The Company provided $ 10.95 7.14 3.81 76.17 95.22 20 3.83 4.78 To finance the Acquisition and potential future acquisitions, on November 1, 2016, we issued 894,393 shares of our Common Stock for aggregate proceeds to us of $12,074,306 in a private placement. Unaudited Pro Forma Results Unaudited pro forma results for the three and six months ended June 30, 2016: Three Six months months ended ended June 30, 2016 June 30, 2016 Net sales $ 10,205,983 $ 17,835,664 Gross profit 2,832,213 5,148,553 Amortization of intangibles 429,167 1,116,667 Net income to common shareholders $ 270,632 $ 236,696 Earnings per common share-basic and diluted $ 0.30 $ 0.26 |
CONTRACTS IN PROCESS
CONTRACTS IN PROCESS | 6 Months Ended |
Jun. 30, 2017 | |
Contractors [Abstract] | |
Contract In Process [Text Block] | NOTE 3. CONTRACTS IN PROCESS Cost of revenue for our contracts in process includes direct contract costs, such as materials and labor, and indirect costs that are attributable to contract activity. The timing of when we bill our customers is generally dependent upon advance billing terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Projects with costs and estimated earnings recognized to date in excess of cumulative billings are reported on the accompanying balance sheet as an asset as costs and estimated earnings in excess of billings. Projects with cumulative billings in excess of costs and estimated earnings recognized to date are reported on the accompanying balance sheet as a liability as billings in excess of costs and estimated earnings. The following is information with respect to uncompleted contracts: June 30, December 31, 2017 2016 Costs incurred on uncompleted contracts $ 11,479,638 $ 8,246,796 Estimated earnings 3,876,750 2,273,388 15,356,388 10,520,184 Less: billings to date (14,272,822) (10,064,806) $ 1,083,566 $ 455,378 Included on the balance sheet as follows: Under current assets Costs and estimated earnings in excess of billings on uncompleted contracts $ 1,318,406 $ 894,261 Under current liabilities Billings in excess of costs and estimated earnings on uncompleted contracts (234,840) (438,883) $ 1,083,566 $ 455,378 Prior to the Acquisition on November 1, 2016 (See Note 2), the Company did not have any contracts in process. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4. DEBT In November 2016, BRJ LLC entered into a credit agreement with KeyBank, N.A. Under the credit agreement, BRJ LLC may borrow up to an aggregate amount of $ 6,000,000 500,000 1,900,000 Interest under the Credit Facility is payable monthly, starting on November 30, 2016, and accrues pursuant to the “base rate” of interest, which is equal to the highest of (a) KeyBank, N.A.’s prime rate, (b) one-half of one percent (0.50%) in excess of the Federal Funds Effective Rate of the Federal Reserve Bank of New York, and (c) one hundred (100) basis points in excess of the London Interbank Offered Rate for loans in Eurodollars with an interest period of one month, plus any applicable margin. The credit agreement also requires the payment of certain fees, including, but not limited to, letter of credit fees. The Credit Facility is secured by substantially all of BRJ LLC’s assets. The Credit Facility contains customary financial and other covenant requirements, including, but not limited to, a covenant to not permit BRJ LLC’s consolidated fixed charge coverage ratio to exceed 1.15 to 1.00. The Credit Facility also contains customary events of default. The effective rate at June 30, 2017 was 3.69 2,074,871 250,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 5. STOCKHOLDERS’ EQUITY 3,000,000 0.00001 0.01 On March 2, 2017, the Company filed a certificate of amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Delaware Secretary of State to reduce the number of shares of Common Stock the Company is authorized to issue from 50,000,000 5,000,000 50,000 The Company recorded stock compensation expense for options vesting during the three and six months ended June 30, 2017 of $ 15,397 31,000 0 0 On June 15, 2017, the Company’s stockholders approved and adopted the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Amended and Restated Equity Incentive Plan”). The amendment modified the Company’s 2016 Equity Incentive Plan to, among other things, (1) provide the Board of Directors with the authority to grant awards in the form of restricted stock and restricted stock units, (2) set the maximum number of shares available for issuance under the Amended and Restated Equity Incentive Plan at 130,000 0.00001 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 6. RELATED PARTY TRANSACTIONS On April 8, 2016, the Company entered into a Management Services Agreement (the “MSA”) with Ancora Advisors, LLC, whereby Ancora Advisors, LLC agreed to provide specified services to the Company in exchange for a quarterly management fee in an amount equal to 0.14323 The Company’s former president and principal executive officer had loaned the Company money to fund working capital needs to pay operating expenses. The loans were repayable upon demand and accrued interest at the rate of 10 186,196 63,804 18,522 Prior to May 12, 2016, the Company occupied a portion of the offices occupied by BKF Capital Group, Inc., 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 on a month to month basis for a fee of $ 50 Effective May 12, 2016, the Company relocated its principal offices to 6060 Parkland Boulevard, Cleveland, OH 44124. The Company pays no rent for the use of the offices, which are located at the corporate headquarters of Ancora Advisors, LLC. On November 1, 2016, in connection with the Acquisition, BRJ LLC entered into a Management Services Agreement (the “BRJ MSA”) with Lorraine Capital, LLC, a member of BRJ LLC, whereby Lorraine Capital, LLC agreed to provide specified management, financial and reporting services to us in exchange for an annual management fee in an amount equal to the greater of (i) $75,000 or (ii) five percent (5%) of the annual EBITDA (as defined in the BRJ MSA) of BRJ LLC, payable quarterly in arrears and subject to certain adjustments and offsets set forth in the BRJ MSA. The BRJ MSA may be terminated by BRJ LLC, Lorraine Capital, LLC or Regional Brands at any time upon 60 days’ prior written notice and also terminates upon the consummation of a sale of BRJ LLC. For the six months ended June 30, 2017, the fees payable to Lorraine Capital LLC were approximately $98,000. In addition, during the three and six months ended June 30, 2017 approximately $ 60,000 120,000 BRJ LLC has a relationship with a union qualified commercial window subcontractor, Airways Door Service, Inc. (“ADSI”), which is advantageous to us in situations that require union installation and repair services. Regarding the Acquisition, individuals affiliated with Lorraine Capital, LLC acquired 57 430,000 898,000 11,950 23,250 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 7. INCOME TAXES The Company’s amortization expenses during the six months ended June 30, 2017 exceed the amounts currently deductible for tax purposes. Therefore, the Company has current tax expense during the six months ended June 30, 2017. Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize their deductible temporary differences and |
NATURE OF BUSINESS AND SUMMAR13
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization And Business Activities Policy [Policy Text Block] | Regional Brands Inc. (formerly 4net Software, Inc.) (“Regional Brands,” the “Company,” “we,” “our” and “us”) was incorporated under the laws of the State of Delaware in 1986. Regional Brands is a holding company formed to acquire regional companies with strong brand recognition, stable revenues and profitability. Regional Brands has been pursuing a business strategy whereby it seeks to engage in an acquisition, merger or other business combination transaction with undervalued businesses (each, a “Target Company”) with a history of operating revenues in markets that provide opportunities for growth. On November 1, 2016 (See Note 2) the Company's majority-owned subsidiary acquired substantially all of the assets (the “Acquisition”) of B.R. Johnson, Inc. (“BRJ Inc.”), a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings. After the acquisition of the business of BRJ Inc. by our majority-owned subsidiary, B.R. Johnson, LLC (“BRJ LLC”), we are currently focused on considering opportunities for growth of BRJ LLC through utilizing its balance sheet to provide capital for additional acquisitions of companies that would be complementary to BRJ LLC. Additionally, we may seek to acquire Target Companies that satisfy the following criteria: (1) established businesses with viable services or products; (2) an experienced and qualified management team; (3) opportunities for growth and/or expansion into other markets; (4) are accretive to earnings; (5) offer the opportunity to achieve and/or enhance profitability; and (6) increase shareholder value. |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation - |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Earnings Per Share, Policy [Policy Text Block] | Common Shares Issued and Earnings (Loss) Per Share . |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s valuation techniques used to measure the fair value of money market funds, certificate of deposits, and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at December 31, 2016 Marketable Equity Securities $ 952,208 $ $ $ 952,208 Money Market Funds $ 3,492,895 $ $ $ 3,492,895 Certificates of Deposit $ 1,256,216 $ $ $ 1,256,216 The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at June 30, 2017 Marketable Equity Securities $ 1,702,446 $ $ $ 1,702,446 Money Market Funds $ 4,163,640 $ $ $ 4,163,640 |
Fiscal Period, Policy [Policy Text Block] | Change in fiscal year end. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) 1 for 1,000 stock split- effect a 1 for 1,000 750,000,000 50,000,000 As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Company’s issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements FASB ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory.” This ASU requires inventory within the scope of the guidance to be measured at the lower of cost or net realizable value. FASB ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016, with prospective application required. The Company adopted this guidance during the six months ended June 30, 2017 and it has not had a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers” (“ASU 2014-9”). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”); ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”); and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards will replace most existing revenue recognition guidance in U.S. GAAP when they become effective and permit the use of either a retrospective or cumulative effect transition method. We are currently evaluating the alternative methods of adoption and the effect of this guidance on our consolidated financial statements and related disclosures. We are also in the process of identifying material contracts and revenue streams that are potentially impacted by this guidance. This guidance is effective January 1, 2018 using a full or modified retrospective approach with early adoption permitted January 1, 2017. In March 2016, the FASB issued ASU 2016-09, “Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. The Company adopted this guidance during the six months ended June 30, 2017 and it has not had a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued an accounting standard update ASU 2016-02, “Leases" to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its financial position and/or results of operations. |
NATURE OF BUSINESS AND SUMMAR14
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2016: Assets Level 1 Level 2 Level 3 Balance at December 31, 2016 Marketable Equity Securities $ 952,208 $ $ $ 952,208 Money Market Funds $ 3,492,895 $ $ $ 3,492,895 Certificates of Deposit $ 1,256,216 $ $ $ 1,256,216 Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2017: Assets Level 1 Level 2 Level 3 Balance at June 30, 2017 Marketable Equity Securities $ 1,702,446 $ $ $ 1,702,446 Money Market Funds $ 4,163,640 $ $ $ 4,163,640 |
ACQUISITION OF B.R. JOHNSON, 15
ACQUISITION OF B.R. JOHNSON, INC. (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Unaudited pro forma results for the three and six months ended June 30, 2016: Three Six months months ended ended June 30, 2016 June 30, 2016 Net sales $ 10,205,983 $ 17,835,664 Gross profit 2,832,213 5,148,553 Amortization of intangibles 429,167 1,116,667 Net income to common shareholders $ 270,632 $ 236,696 Earnings per common share-basic and diluted $ 0.30 $ 0.26 |
CONTRACTS IN PROCESS (Tables)
CONTRACTS IN PROCESS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Contractors [Abstract] | |
Schedule For Uncompleted Contract [Table Text Block] | The following is information with respect to uncompleted contracts: June 30, December 31, 2017 2016 Costs incurred on uncompleted contracts $ 11,479,638 $ 8,246,796 Estimated earnings 3,876,750 2,273,388 15,356,388 10,520,184 Less: billings to date (14,272,822) (10,064,806) $ 1,083,566 $ 455,378 Included on the balance sheet as follows: Under current assets Costs and estimated earnings in excess of billings on uncompleted contracts $ 1,318,406 $ 894,261 Under current liabilities Billings in excess of costs and estimated earnings on uncompleted contracts (234,840) (438,883) $ 1,083,566 $ 455,378 |
NATURE OF BUSINESS AND SUMMAR17
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Marketable Equity Securities [Member] | ||
Assets, Fair Value Disclosure | $ 1,702,446 | $ 952,208 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure | 1,702,446 | 952,208 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure | 4,163,640 | 3,492,895 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure | 4,163,640 | 3,492,895 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure | $ 0 | 0 |
Certificates of Deposit [Member] | ||
Assets, Fair Value Disclosure | 1,256,216 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure | 1,256,216 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure | 0 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure | $ 0 |
NATURE OF BUSINESS AND SUMMAR18
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - shares | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jul. 22, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 3,000,000 | 3,000,000 | |
Stockholders' Equity Note, Changes in Capital Structure, Retroactive Impact | As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Companys issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. | ||
Stockholders' Equity, Reverse Stock Split | effect a 1 for 1,000 | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 750,000,000 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 50,000,000 |
ACQUISITION OF B.R. JOHNSON, 19
ACQUISITION OF B.R. JOHNSON, INC. (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Net Sales | $ 10,205,983 | $ 17,835,664 |
Gross profit | 2,832,213 | 5,148,553 |
Amortization of intangibles | 429,167 | 1,116,667 |
Net income to common shareholders | $ 270,632 | $ 236,696 |
Earnings per common share-basic and diluted | $ 0.3 | $ 0.26 |
ACQUISITION OF B.R. JOHNSON, 20
ACQUISITION OF B.R. JOHNSON, INC (Details Textual) - USD ($) | Nov. 01, 2016 | Jun. 30, 2017 |
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 16,500,000 | |
Business Combination, Consideration Transferred, Other | $ 1,100,000 | |
Private Placement [Member] | ||
Business Acquisition [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 894,393 | |
Stock Issued During Period, Value, New Issues | $ 12,074,306 | |
Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 76.17% | |
Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 95.22% | |
Lorraine Capital, LLC [Member] | Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 20.00% | |
Regional Brands Inc [Member] | Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 3.83% | |
BRJ Acquisition Partners, LLC [Member] | Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 4.78% | |
B.R. Johnson, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 10,950,000 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 2,500,000 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 3,810,000 | |
B.R. Johnson, Inc. [Member] | Subordinated Debt [Member] | ||
Business Acquisition [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |
Debt Instrument, Periodic Payment, Principal | $ 62,500 | |
Debt Instrument, Maturity Date | Nov. 30, 2021 | |
B.R. Johnson, Inc. [Member] | Senior Subordinated Notes [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,140,000 |
CONTRACTS IN PROCESS (Details)
CONTRACTS IN PROCESS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Costs incurred on uncompleted contracts | $ 11,479,638 | $ 8,246,796 |
Estimated earnings | 3,876,750 | 2,273,388 |
Contract In Process, Total Cost And Estimated Earning | 15,356,388 | 10,520,184 |
Less: billings to date | (14,272,822) | (10,064,806) |
Contracted Balance Billing Net | 1,083,566 | 455,378 |
Under current assets | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | 1,318,406 | 894,261 |
Under current liabilities | ||
Billings in excess of costs and estimated earnings on uncompleted contracts | (234,840) | (438,883) |
Contracted Balance Billing Net | $ 1,083,566 | $ 455,378 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Nov. 30, 2016 | Jun. 30, 2017 | |
Line of Credit Facility, Interest Rate Description | Interest under the Credit Facility is payable monthly, starting on November 30, 2016, and accrues pursuant to the “base rate” of interest, which is equal to the highest of (a) KeyBank, N.A.’s prime rate, (b) one-half of one percent (0.50%) in excess of the Federal Funds Effective Rate of the Federal Reserve Bank of New York, and (c) one hundred (100) basis points in excess of the London Interbank Offered Rate for loans in Eurodollars with an interest period of one month, plus any applicable margin. | |
Letter of Credit [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | |
Proceeds from Lines of Credit | 1,900,000 | |
Credit Agreement [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |
Line of Credit Facility, Interest Rate at Period End | 3.69% | |
Long-term Line of Credit | $ 2,074,871 | |
Letters of Credit Outstanding, Amount | $ 250,000 |
STOCKHOLDERS_ EQUITY (Details T
STOCKHOLDERS’ EQUITY (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 15, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||
Common Stock, Par Or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Preferred Stock, Shares Authorized | 50,000 | 50,000 | 50,000 | |||
Preferred Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Share-based Compensation | $ 15,397 | $ 0 | $ 31,000 | $ 9,058 | ||
Amended Restated Equity Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Par Or Stated Value Per Share | $ 0.00001 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 130,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Nov. 01, 2016 | Apr. 08, 2016 | Jun. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2016 |
Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | $ 50 | ||||
Related party transaction Management fee percentage | 0.14323% | ||||
Management Fee Income | $ 11,950 | $ 23,250 | |||
Payment for Management Fee | 430,000 | $ 898,000 | |||
Management [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Rate | 10.00% | ||||
Notes Payable Related Parties Classified Current Excluding Interest | $ 186,196 | ||||
Accrued Interest Related Party Current | $ 63,804 | ||||
Mr. Bronson [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 18,522 | ||||
Lorraine Capital, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment for Management Fee | $ 60,000 | $ 120,000 | |||
Management Fee, Description | an amount equal to the greater of (i) $75,000 or (ii) five percent (5%) of the annual EBITDA (as defined in the BRJ MSA) of BRJ LLC, payable quarterly in arrears and subject to certain adjustments and offsets set forth in the BRJ MSA. The BRJ MSA may be terminated by BRJ LLC, Lorraine Capital, LLC or Regional Brands at any time upon 60 days’ prior written notice and also terminates upon the consummation of a sale of BRJ LLC. For the six months ended June 30, 2017, the fees payable to Lorraine Capital LLC were approximately $98,000. | ||||
Airways Door Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 57.00% |