Proshares Ultrashort Telecommunications (AMEX:TLL)
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Teletouch Communications, Inc. (AMEX:TLL) today announced that due to
continued difficulty in preparing its current and historical
consolidated financial statements related to completing the audit of its
recent acquisition of Progressive Concepts, Inc. (“PCI”),
it is unable to file its Quarterly Report on Form 10-Q for the first
fiscal period of 2007 ended August 31, 2006, which was originally due to
be filed by October 23, 2006. Further, due to these same difficulties,
the Company will be unable to file an Amended Current Report on Form
8-K/A reflecting the pro forma and historical effects of the PCI
acquisition and subsequent disposition of its paging business assets by
the October 27, 2006, required filing date. At this time, Teletouch is
unable to provide a reliable estimate of its revised 10-Q and 8-K/A
filing dates. However, the Company will provide updates regarding the
filing dates as more reliable information becomes available.
As previously announced, Teletouch acquired PCI on August 11, 2006. The
Company’s management estimates that its
consolidated revenues for the three months ended August 31, 2006 were
approximately $13.6 million, comprised of approximately $1.3 million in
revenue from Teletouch’s two-way radio
business and approximately $12.3 million in revenue from the newly
acquired operations of PCI. Certain cellular service revenues related to
PCI’s distribution agreement with Cingular are
reported net of the costs paid to Cingular to purchase and provide these
cellular services to PCI’s approximately
90,000 subscriber customers. PCI generated gross cellular billings for
the quarter of approximately $21.7 million, which were reduced on a net
revenue reporting basis by $9.4 million paid or payable to Cingular,
resulting in reportable net revenues of approximately $12.3 million. PCI
reports revenue in accordance with Emerging Issues Task Force Issue
99-19, Reporting Revenue Gross as a Principal versus Net as an Agent,
(“EITF 99-19”),
i.e., the net of the gross billing of Cingular cellular services that
PCI provides to its customers and the related cost paid or payable to
Cingular for these services. Under EITF 99-19, PCI is deemed to be an
agent in its agreement with Cingular, as defined in EITF 99-19, under
which PCI receives a fixed percentage of the customer billings as
compensation for its acquisition, fulfillment, billing and ongoing
customer support obligations. Net loss for the quarter is estimated to
be between $2.4 and $3.0 million, or between $0.05 and $0.07 per share
based upon 48.7 million weighted average shares outstanding for the
three month period. During the quarter, and included in the net loss
discussed above, the Company estimates that the income from its
discontinued paging operations was approximately $0.5 million. Teletouch
completed the sale of its legacy paging operations on August 14, 2006. The
Company cautions shareholders and potential investors in the Company’s
securities that BDO Seidman, LLP, the Company’s
Independent Public Accountants, have not audited or reviewed these
amounts and that such financial information is subject to further
analysis and independent review. The Company disclaims any
responsibility for them. These results are preliminary and are subject
to change, possibly material in nature, following completion of the
audit for the period ended May 31, 2006 and review for the period ended
August 31, 2006.
The cause of the filing delay is due to Teletouch’s
recent acquisition of PCI and the related accounting and audit issues
related to PCI, its new wholly-owned subsidiary. As previously reported,
on August 11, 2006, Teletouch acquired all of the issued and outstanding
equity securities of PCI, through the contribution of 100% of the issued
and outstanding equity securities of PCI to Teletouch by TLL Partners,
LLC, a Delaware limited liability company and the holder of
approximately 80% of Teletouch’s outstanding
common stock, without the issuance of any monetary or stock
consideration by Teletouch. For a complete description of the
transaction, see the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on August
17, 2006.
Prior to completion of the acquisition, Teletouch determined that the
PCI transaction would be accounted for in a manner similar to a
pooling-of-interest transaction for all periods presented, and that the
assets, liabilities and operating results of PCI would be consolidated
with those of Teletouch for financial reporting purposes for all periods
presented in financial reports issued after the acquisition. The Company
intended to report such consolidated results in its August 31, 2006
Quarterly Report to be filed within the statutorily prescribed timeframe
in October 2006. Teletouch engaged its auditors, BDO Seidman LLP (“BDO”),
to complete a PCI audit for the calendar 2005 and most recent stub-year
fiscal period, and engaged PCI’s previous
parent company’s auditors, Forth Worth-based
Whitley Penn LLP, to audit PCI for the 2003 and 2004 calendar years.
Subsequent to BDO’s commencement of its work
on PCI’s 2005 calendar year audit, it became
clear that a greater than originally estimated amount of time and effort
would be required to complete the PCI audit, as described in more detail
below.
Accounting Consolidation with Prior Parent. The financial
statements of PCI were historically audited only as part of a
consolidated group audit of Progressive Concepts Communications, Inc. (“PCCI”),
its prior parent. Teletouch has had significant difficulty in
segregating various business and related accounting events from the
current and prior period PCCI consolidated financials, including related
subsidiary transactions, discontinued (sold) operations and other
accounting matters. Given the significant number of these business
transactions conducted by PCI in 2005, the ability to create separate
current and prior period financial reports for PCI’s
operations on a stand-alone basis has caused substantial unanticipated
delays.
Calendar Year Inconsistencies with Teletouch Fiscal Year. Prior
to the acquisition, PCI was a privately held company with financial
statements based on a calendar year which were historically included in
the audited consolidated financial statements of PCCI. The most recent
PCCI audit that had been completed was as of December 31, 2004. The
calendar year conversion of certain PCI reporting periods to the
Teletouch May 31st fiscal year-end, and related
fiscal quarter reporting periods has caused a number of unanticipated
delays.
Also as a result of the foregoing challenges and as noted above, the
Company will not be able to complete a timely filing of certain pro
forma and historic financial statements reflecting the effects of the
PCI acquisition and recent disposition of its paging business assets.
Teletouch intended to file its Amended Current Report on Form 8-K/A
containing such presentations within the required timeframe before the
end of October.
American Stock Exchange Non-Compliance Notification
The Company also reported that on October 24, 2006, after market close,
the American Stock Exchange (“AMEX”)
Listing Qualifications staff notified the Company that as a result of
its inability to file its Quarterly Report on Form 10-Q for the period
ended August 31, 2006, the Company was no longer in compliance with
Sections 134 and 1101 of the AMEX Company Guide requiring currency in
public reporting of the AMEX listed issuers.
The AMEX staff invited the Company to submit a plan of compliance
addressing the continued listing deficiency by no later than October 31,
2006. If the Company is not in compliance with the continued listing
standards by November 30, 2006 or does not make progress consistent with
the Plan during the plan period, the AMEX staff will initiate delisting
proceedings as appropriate. The Company plans to make a timely
submission to the AMEX staff in which it will outline the timeframe
within which the Company intends to cure the listing deficiency and to
regain its compliance with the AMEX continued listing requirements. In
the event the AMEX staff accepts the Company’s
plan for compliance, the Company’s stock will
continue trading on the AMEX for the duration of the compliance period.
Otherwise, the AMEX staff has indicated that it will initiate delisting
proceedings. There is no assurance that the AMEX staff will accept the
Company’s plan of compliance or that, even if
such plan is accepted, the Company will be able to implement the plan
within the prescribed timeframe.
The Company may appeal a staff determination to initiate such
proceedings and seek a hearing before an AMEX panel. The time and place
of such a hearing will be determined by the Panel. If the Panel does not
grant the relief sought by the Company, its securities could be delisted
from the exchange. In the event that the Company’s
securities are delisted from AMEX, the Company will seek to cause them
be quoted Over-The-Counter in the Pink Sheets, which provides electronic
quotation information.
Within five days of the AMEX listing deficiency notification, the Company’s
stock trading symbol will become subject to an additional indicator “.BC.LF”
to denote its noncompliance. While the trading symbol itself will remain
unchanged, the symbol will bear this additional indicator until the
Company regains its compliance with the AMEX continued listing
requirements.
About Teletouch Communications
For over 40 years, Teletouch has offered a comprehensive suite of
telecommunications products and services, including cellular, two-way
radio communications, GPS-telemetry and wireless messaging services
throughout the United States. Teletouch’s
wholly-owned subsidiary, Progressive Concepts, Inc., is a leading U.S.
provider of wireless cellular voice, data, and entertainment products
and branded wireless services to individuals, businesses, and government
agencies. PCI provides these products and services through its chain of
retail stores (under the “Hawk Electronics”
brand), Hawk-branded agents, a direct sales force in Texas and Arkansas,
and through the Internet (www.hawkelectronics.com).
PCI also operates a significant national wholesale distribution business
serving smaller cellular and automotive retailers, car dealers and
cellular service providers throughout the country. Teletouch's common
stock is traded on the American Stock Exchange under stock symbol: TLL.
Additional information about Teletouch can be found at: www.teletouch.com.
All statements in this news release that are not based on historical
fact are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (which Sections were adopted
as part of the Private Securities Litigation Reform Act of 1995). While
management has based any forward-looking statements contained herein on
its current expectations, the information on which such expectations
were based may change. These forward-looking statements rely on a number
of assumptions concerning future events and are subject to a number of
risks, uncertainties, and other factors, many of which are outside of
our control, that could cause actual results to materially differ from
such statements. Such risks, uncertainties, and other factors include,
but are not necessarily limited to, those set forth under the caption
"Additional Factors That May Affect Our Business" in the Company's most
recent Form 10-K and 10-Q filings, and amendments thereto. In addition,
we operate in a highly competitive and rapidly changing environment, and
new risks may arise. Accordingly, investors should not place any
reliance on forward-looking statements as a prediction of actual
results. We disclaim any intention to, and undertake no obligation to,
update or revise any forward-looking statement.
Teletouch Communications, Inc. (AMEX:TLL) today announced that due
to continued difficulty in preparing its current and historical
consolidated financial statements related to completing the audit of
its recent acquisition of Progressive Concepts, Inc. ("PCI"), it is
unable to file its Quarterly Report on Form 10-Q for the first fiscal
period of 2007 ended August 31, 2006, which was originally due to be
filed by October 23, 2006. Further, due to these same difficulties,
the Company will be unable to file an Amended Current Report on Form
8-K/A reflecting the pro forma and historical effects of the PCI
acquisition and subsequent disposition of its paging business assets
by the October 27, 2006, required filing date. At this time, Teletouch
is unable to provide a reliable estimate of its revised 10-Q and 8-K/A
filing dates. However, the Company will provide updates regarding the
filing dates as more reliable information becomes available.
As previously announced, Teletouch acquired PCI on August 11,
2006. The Company's management estimates that its consolidated
revenues for the three months ended August 31, 2006 were approximately
$13.6 million, comprised of approximately $1.3 million in revenue from
Teletouch's two-way radio business and approximately $12.3 million in
revenue from the newly acquired operations of PCI. Certain cellular
service revenues related to PCI's distribution agreement with Cingular
are reported net of the costs paid to Cingular to purchase and provide
these cellular services to PCI's approximately 90,000 subscriber
customers. PCI generated gross cellular billings for the quarter of
approximately $21.7 million, which were reduced on a net revenue
reporting basis by $9.4 million paid or payable to Cingular, resulting
in reportable net revenues of approximately $12.3 million. PCI reports
revenue in accordance with Emerging Issues Task Force Issue 99-19,
Reporting Revenue Gross as a Principal versus Net as an Agent, ("EITF
99-19"), i.e., the net of the gross billing of Cingular cellular
services that PCI provides to its customers and the related cost paid
or payable to Cingular for these services. Under EITF 99-19, PCI is
deemed to be an agent in its agreement with Cingular, as defined in
EITF 99-19, under which PCI receives a fixed percentage of the
customer billings as compensation for its acquisition, fulfillment,
billing and ongoing customer support obligations. Net loss for the
quarter is estimated to be between $2.4 and $3.0 million, or between
$0.05 and $0.07 per share based upon 48.7 million weighted average
shares outstanding for the three month period. During the quarter, and
included in the net loss discussed above, the Company estimates that
the income from its discontinued paging operations was approximately
$0.5 million. Teletouch completed the sale of its legacy paging
operations on August 14, 2006. The Company cautions shareholders and
potential investors in the Company's securities that BDO Seidman, LLP,
the Company's Independent Public Accountants, have not audited or
reviewed these amounts and that such financial information is subject
to further analysis and independent review. The Company disclaims any
responsibility for them. These results are preliminary and are subject
to change, possibly material in nature, following completion of the
audit for the period ended May 31, 2006 and review for the period
ended August 31, 2006.
The cause of the filing delay is due to Teletouch's recent
acquisition of PCI and the related accounting and audit issues related
to PCI, its new wholly-owned subsidiary. As previously reported, on
August 11, 2006, Teletouch acquired all of the issued and outstanding
equity securities of PCI, through the contribution of 100% of the
issued and outstanding equity securities of PCI to Teletouch by TLL
Partners, LLC, a Delaware limited liability company and the holder of
approximately 80% of Teletouch's outstanding common stock, without the
issuance of any monetary or stock consideration by Teletouch. For a
complete description of the transaction, see the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on August 17, 2006.
Prior to completion of the acquisition, Teletouch determined that
the PCI transaction would be accounted for in a manner similar to a
pooling-of-interest transaction for all periods presented, and that
the assets, liabilities and operating results of PCI would be
consolidated with those of Teletouch for financial reporting purposes
for all periods presented in financial reports issued after the
acquisition. The Company intended to report such consolidated results
in its August 31, 2006 Quarterly Report to be filed within the
statutorily prescribed timeframe in October 2006. Teletouch engaged
its auditors, BDO Seidman LLP ("BDO"), to complete a PCI audit for the
calendar 2005 and most recent stub-year fiscal period, and engaged
PCI's previous parent company's auditors, Forth Worth-based Whitley
Penn LLP, to audit PCI for the 2003 and 2004 calendar years.
Subsequent to BDO's commencement of its work on PCI's 2005 calendar
year audit, it became clear that a greater than originally estimated
amount of time and effort would be required to complete the PCI audit,
as described in more detail below.
Accounting Consolidation with Prior Parent. The financial
statements of PCI were historically audited only as part of a
consolidated group audit of Progressive Concepts Communications, Inc.
("PCCI"), its prior parent. Teletouch has had significant difficulty
in segregating various business and related accounting events from the
current and prior period PCCI consolidated financials, including
related subsidiary transactions, discontinued (sold) operations and
other accounting matters. Given the significant number of these
business transactions conducted by PCI in 2005, the ability to create
separate current and prior period financial reports for PCI's
operations on a stand-alone basis has caused substantial unanticipated
delays.
Calendar Year Inconsistencies with Teletouch Fiscal Year. Prior to
the acquisition, PCI was a privately held company with financial
statements based on a calendar year which were historically included
in the audited consolidated financial statements of PCCI. The most
recent PCCI audit that had been completed was as of December 31, 2004.
The calendar year conversion of certain PCI reporting periods to the
Teletouch May 31st fiscal year-end, and related fiscal quarter
reporting periods has caused a number of unanticipated delays.
Also as a result of the foregoing challenges and as noted above,
the Company will not be able to complete a timely filing of certain
pro forma and historic financial statements reflecting the effects of
the PCI acquisition and recent disposition of its paging business
assets. Teletouch intended to file its Amended Current Report on Form
8-K/A containing such presentations within the required timeframe
before the end of October.
American Stock Exchange Non-Compliance Notification
The Company also reported that on October 24, 2006, after market
close, the American Stock Exchange ("AMEX") Listing Qualifications
staff notified the Company that as a result of its inability to file
its Quarterly Report on Form 10-Q for the period ended August 31,
2006, the Company was no longer in compliance with Sections 134 and
1101 of the AMEX Company Guide requiring currency in public reporting
of the AMEX listed issuers.
The AMEX staff invited the Company to submit a plan of compliance
addressing the continued listing deficiency by no later than October
31, 2006. If the Company is not in compliance with the continued
listing standards by November 30, 2006 or does not make progress
consistent with the Plan during the plan period, the AMEX staff will
initiate delisting proceedings as appropriate. The Company plans to
make a timely submission to the AMEX staff in which it will outline
the timeframe within which the Company intends to cure the listing
deficiency and to regain its compliance with the AMEX continued
listing requirements. In the event the AMEX staff accepts the
Company's plan for compliance, the Company's stock will continue
trading on the AMEX for the duration of the compliance period.
Otherwise, the AMEX staff has indicated that it will initiate
delisting proceedings. There is no assurance that the AMEX staff will
accept the Company's plan of compliance or that, even if such plan is
accepted, the Company will be able to implement the plan within the
prescribed timeframe.
The Company may appeal a staff determination to initiate such
proceedings and seek a hearing before an AMEX panel. The time and
place of such a hearing will be determined by the Panel. If the Panel
does not grant the relief sought by the Company, its securities could
be delisted from the exchange. In the event that the Company's
securities are delisted from AMEX, the Company will seek to cause them
be quoted Over-The-Counter in the Pink Sheets, which provides
electronic quotation information.
Within five days of the AMEX listing deficiency notification, the
Company's stock trading symbol will become subject to an additional
indicator ".BC.LF" to denote its noncompliance. While the trading
symbol itself will remain unchanged, the symbol will bear this
additional indicator until the Company regains its compliance with the
AMEX continued listing requirements.
About Teletouch Communications
For over 40 years, Teletouch has offered a comprehensive suite of
telecommunications products and services, including cellular, two-way
radio communications, GPS-telemetry and wireless messaging services
throughout the United States. Teletouch's wholly-owned subsidiary,
Progressive Concepts, Inc., is a leading U.S. provider of wireless
cellular voice, data, and entertainment products and branded wireless
services to individuals, businesses, and government agencies. PCI
provides these products and services through its chain of retail
stores (under the "Hawk Electronics" brand), Hawk-branded agents, a
direct sales force in Texas and Arkansas, and through the Internet
(www.hawkelectronics.com). PCI also operates a significant national
wholesale distribution business serving smaller cellular and
automotive retailers, car dealers and cellular service providers
throughout the country. Teletouch's common stock is traded on the
American Stock Exchange under stock symbol: TLL. Additional
information about Teletouch can be found at: www.teletouch.com.
All statements in this news release that are not based on
historical fact are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and the
provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended
(which Sections were adopted as part of the Private Securities
Litigation Reform Act of 1995). While management has based any
forward-looking statements contained herein on its current
expectations, the information on which such expectations were based
may change. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
risks, uncertainties, and other factors, many of which are outside of
our control, that could cause actual results to materially differ from
such statements. Such risks, uncertainties, and other factors include,
but are not necessarily limited to, those set forth under the caption
"Additional Factors That May Affect Our Business" in the Company's
most recent Form 10-K and 10-Q filings, and amendments thereto. In
addition, we operate in a highly competitive and rapidly changing
environment, and new risks may arise. Accordingly, investors should
not place any reliance on forward-looking statements as a prediction
of actual results. We disclaim any intention to, and undertake no
obligation to, update or revise any forward-looking statement.