Yellowstone Acquisition Company (the “Company”) (NASDAQ: YSACU,
YSAC and YSACW), a special purpose acquisition company, announced
that the Company will restate its 2020 financial statements as
filed in its Annual Report on Form 10-K to account for recent
changes in accounting for warrants issued by special purpose
acquisition companies (“SPACs”).
On April 12, 2021, the SEC issued a statement (the “Statement”)
discussing the accounting implications of certain terms that are
common in warrants issued by SPACs. Specifically, the Statement
focused on certain settlement terms and provisions related to
certain tender offers, which terms are similar to those contained
in the warrants (the “Warrants”) issued by the Company. As a result
of the SEC Statement, the Company reevaluated the accounting
treatment of (i) the 6,799,449 redeemable warrants (the “Public
Warrants”) that were included in the units issued by the Company in
its initial public offering (the “IPO”) and (ii) the 7,719,779
privately issued warrants (together with the Public Warrants, the
“Warrants”) that were included in the units issued to the Company’s
sponsor in a private placement that closed concurrently with the
closing of the IPO, and determined to classify the Warrants as
derivative liabilities measured at fair value, with changes in fair
value each period reported in earnings. While the Company has not
generated any operating revenues to date and will not generate any
operating revenues until after completion of its initial business
combination, at the earliest, the change in fair value of the
Warrants is a non-cash charge and will be reflected in the
Company’s statement of operations.
In light of the Statement, the Company’s management evaluated
the terms of the Warrant Agreement and concluded that because the
Warrants include the type of provisions (the “Provisions”)
interpreted in the Statement, the Company should classify some, if
not all, of the Warrants as liabilities in the Company’s audited
financial statements for the year ended December 31, 2020 (the
“Financial Statements”) and not as components of equity. Warrants
that are classified as liabilities must be adjusted to fair value
each reporting date with changes in the fair value recorded in the
Company’s statement of operations. The Company is continuing to
assess the impact of the Statement on each category of
Warrants.
On May 17, 2021, the Board of Directors (the “Board”) of the
Company, in consultation with the Audit Committee of the Board,
concluded that it would be appropriate to restate the Financial
Statements in an Annual Report on Form 10-K/A for the period ended
December 31, 2020 (the “Form 10-K/A”) and the balance sheet dated
October 26, 2020 filed as Exhibit 99.1 to the Company’s Form 8-K as
filed with the SEC on November 7, 2020 (the “November 8-K”) to
reflect the applicable Warrants as liabilities. The Company has
discussed this approach with its independent registered public
accounting firm, KPMG LLP, and is working diligently to finalize
the valuation of the Warrants and intends to file the Form 10-K/A
as soon as practicable. In the Form 10-K/A and in its future
financial statements (unless the Provisions are removed from the
Warrant Agreements in accordance with the terms thereof), the
Company will measure the fair value of the liability classified
Warrants at the end of each reporting period or at the time of
exercise and recognize the changes in the fair value in the
Company’s statement of operations.
The information in the Form 10-K/A and subsequent filings will
also supersede press releases or other communications describing
the Financial Statements and other related financial information
for the year ended December 31, 2020.
Considering such restatement, the Financial Statements for the
year ended December 31, 2020 and in the November 8-K should no
longer be relied upon. The Company will file an amendment to its
Annual Report on Form 10-K for the year ended December 31, 2020
reflecting the reclassification of the Warrants for the
Non-Reliance Period as soon as practicable.
Going forward, unless the Company amends the terms of the
Warrant Agreement, it expects to continue to classify the Warrants
as liabilities, which would require the Company to incur the cost
of measuring the fair value of the Warrant liabilities, and which
may have an adverse effect on the Company’s results of
operations.
The Company has also filed a Form 8-K with regard to these
matters as described in Item 4.02 of the Form 8-K and has discussed
the matters set forth in Item 4.02 of the Form 8-K with KPMG
LLP.
Due to the required restatement of the Annual Report, the
Company will not be able to file its Form 10-Q for the quarter
ended March 31, 2021 by the May 17, 2021 deadline, but has filed a
Form 12b-25, and is working diligently to finalize the restated
financial statements and to file its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021 by the deadline extension of
May 24, 2021.
In light of the restatement, the Company’s management evaluated
the effectiveness of the Company’s controls and procedures as of
December 31, 2020. That evaluation included consideration of the
views expressed in the Statement in which the SEC staff clarified
its interpretations of certain generally accepted accounting
principles related to warrants issued by SPACs. Prior to the
Statement, management believed that the Company’s warrant
accounting was consistent with generally accepted accounting
principles. Management’s belief was supported by the fact that most
other SPACs and parties who had merged with SPACs similarly
interpreted the warrant accounting principles at issue. However,
based on the clarifications expressed in the Statement which
resulted in the restatement, the Company concluded that the
Company’s controls and procedures were not effective as of December
31, 2020 and determined that a material weakness existed.
ABOUT YELLOWSTONE ACQUISITION COMPANY
Yellowstone Acquisition Company, led by Adam Peterson and Alex
Rozek, is a blank check company formed for the purpose of entering
into a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses in the homebuilding, manufacturing serving the
homebuilding market, financial services and commercial real estate
industries. To contact the Company, please visit
www.yellowstoneac.com or email the Company at
contact@yellowstoneac.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements.” All statements other than statements
of historical fact are statements that could be deemed
forward-looking statements. The Company advises caution in reliance
on forward-looking statements. Forward-looking statements include,
without limitation, the Company’s plans related to restatement of
the consolidated financial statements as of and for the year ended
December 31, 2020 and the Company’s estimates related to the errors
included in the consolidated financial statements covering the
Non-Reliance Period. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results to differ materially from those implied by forward-looking
statements, including the outcome of the Company’s completion of
the quantification and evaluation of the specific impact of the
misstatements in previously issued financial statements, including
the possibility of material adjustments thereto; the discovery of
additional and unanticipated information during the procedures
required to be completed before the Company is able to file its
required reports; and the application of accounting or tax
principles in an unanticipated manner. See also additional risk
factors set forth in the Company’s periodic filings with the SEC,
including, but not limited to, those risks and uncertainties listed
in the section entitled “Risk Factors,” in the Company’s Annual
Report on Form 10-K filed with the SEC on March 12, 2021. All
forward-looking statements in this Current Report on Form 8-K are
based on information available to the Company as of the date of
this filing. The Company expressly disclaims any obligation to
update or alter its forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210518006180/en/
Investor Contact: Catherine Vaughan
contact@yellowstone.com
Yellowstone Acquisition (NASDAQ:YSAC)
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Yellowstone Acquisition (NASDAQ:YSAC)
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