Item 4.01 Changes in Registrant's Certifying Accountant.
On October 12, 2020, the Board of Directors (the "Board") of Youngevity
International, Inc. (the "Company") was notified by its registered independent
certified public accounting firm, Mayer Hoffman McCann P.C., of San Diego, CA
that it had resigned, effective immediately. Mayer Hoffman McCann P.C. has
served as the Company's registered independent certified public accountants
since 2011.
The Company's Board has accepted the resignation of Mayer Hoffman McCann P.C.
No accountant's report on the Company's consolidated financial statements for
either of the past two (2) years (i.e., the years ended December 31, 2018 and
2017), contained an adverse opinion or a disclaimer of opinion or was qualified
or modified as to uncertainty, audit scope or accounting principles, except for
a going concern modification included in both the 2018 and 2017 accountant's
reports expressing substantial doubt about the ability of the Company to
continue as a going concern.
During the Company's two most recent fiscal years and the subsequent interim
periods proceeding such resignation, there were no disagreements with Mayer
Hoffman McCann P.C. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. During the
Company's two most recent fiscal years and the subsequent interim periods
proceeding such resignation, there were no "reportable events" as that term is
described in Item 304(a)(1)(v) of Regulation S-K, other than as included in the
notification on October 12, 2020 from Mayer Hoffman McCann P.C. stating that the
internal controls necessary for the Company to develop reliable consolidated
financial statements do not exist and that information has come to its attention
that has led it to no longer be able to rely on management's representations.
The Company provided Mayer Hoffman McCann P.C. with a copy of the foregoing
disclosure and requested Mayer Hoffman McCann P.C. to furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether it agrees with the statements made therein. A copy of Mayer Hoffman
McCann P.C.'s letter to the SEC concurring with the information contained herein
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On October 13, 2020, the Audit Committee of the Board, following discussions
with management, determined that the unaudited condensed consolidated financial
statements for the quarters ended March 31, 2019, June 30, 2019 and September
30, 2019 contained in the Company's Quarterly Reports on Form 10-Q previously
filed with the SEC on May 20, 2019, August 14, 2019 and November 18, 2019 should
no longer be relied upon. Similarly, related press releases, earnings releases,
and investor communications describing the Company's unaudited condensed
consolidated financial statements for those periods should no longer be relied
upon.
The determination of the Audit Committee to restate the
above-referenced condensed consolidated financial statements was based upon
certain errors to the Company's condensed consolidated financial statements
regarding the recognition of revenues and cost of sales of green coffee for
transfer to H&H Export Y CIA. LTDA ("H&H") in Nicaragua. During the 2019 audit
procedures, the Company determined that the Company did not own the unprocessed
green coffee prior to transferring the coffee to H&H and is therefore an agent
and processor of green coffee on behalf of H&H. This determination meant that
revenues on green coffee transferred to H&H should have been recorded at net
(the added value of the processing of the green coffee beans) rather than at
gross, as previously reported. Based on its assessment, management has
determined that a restatement of the condensed consolidated financial statements
included in Quarterly Reports for the quarters ended March 31, 2019, June 30,
2019 and September 30, 2019 was necessary due to a change in the accounting
treatment of its revenue derived from its green coffee sales, which had been
recorded on a gross basis and should be recorded on a net basis reflecting the
deduction of cost of revenue related to such revenue.
The Audit Committee, following discussions with management, has determined that
rather than recognizing revenues and cost of sales of green coffee to H&H on a
gross basis, the revenues and cost of sales to H&H should be recognized on a net
basis reflecting the deduction of cost of revenue related to such revenue. The
change in accounting for the revenues and cost of sales of green coffee to H&H
from gross to net is not expected to have any impact on the Company's net
income/loss.
In addition to this change in accounting for recording revenue on green coffee
processing on behalf of H&H, management also continued to update its review of
the December 31, 2019 reserves for uncollectable receivables for the remaining
net trade account receivable, note receivable and other receivables due from
H&H. Management has determined that it is probable that these receivables from
H&H are impaired and the condensed consolidated financial statement restatements
of the financial statements included in Quarterly Reports for the quarters ended
March 31, 2019, June 30, 2019 and September 30, 2019 will be adjusted to reflect
an impairment. The Company' subsidiary, CLR Roasters LLC ("CLR"), has entered
into an extended payment program with H&H which it expects will allow CLR in the
future to realize the amounts due based on future shipments of green coffee by
CLR to H&H for delivery to its customers; provided, that the amount of currently
scheduled shipments of green coffee by CLR to H&H for delivery to H&H's
customers during 2020 is approximately $3.8 million, resulting in significant
uncertainty as to the timing and amount of future payments and shipments for the
balance of approximately $5.0 million.
The Company also has recently determined that the value of the collateral
underlying a promissory note, due November 2020, in the principal and interest
amount of $5.3 million, from H&H has been impaired, resulting in an impairment
allowance for $5.3 million. As a result, management believes it is more than
likely that the Company will not collect the outstanding balance and interest
due on the note receivable, and allowances for doubtful accounts should be
recognized at December 31, 2019.
The Company has therefore recognized allowances for collectability against the
remaining net trade account receivable, notes receivable and other receivables
due from H&H for approximately $5.0 million, $5.3 million and $397,000,
respectively. These amounts have been recorded as allowances for doubtful
accounts at the end of December 31, 2019.
The Company intends to file as soon as practicable the restated condensed
consolidated financial statements for the quarters ended March 31, 2019, June
30, 2019 and September 30, 2019, together with its Annual Report on Form 10-K
for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2020 and June 30, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
16.1 Letter of Concurrence from Mayer Hoffman McCann P.C. dated October 16, 2020
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