Proshares Ultrashort Telecommunications (AMEX:TLL)
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Teletouch Communications, Inc. (AMEX:TLL) today released
preliminary unaudited financial information in the interest of
providing information to its shareholders with respect to the year
ended May 31, 2005. The Company released this information in light of
its previous announcement that it is delinquent in the filing of its
Annual Report on Form 10-K for the period ended May 31, 2005, (the
"10-K") for the reasons stated below. Readers are cautioned that the
financial information set forth in this release is preliminary, has
not been audited and is subject to further analysis and independent
audit. The actual audited financial information as of May 31, 2005,
and for the year then ended may vary materially from the guidance
provided by this release.
Company management estimates that revenues for the twelve months
ended May 31, 2005, were approximately $25 million. Net loss for the
year is estimated to be approximately $4 million, or between $0.85 and
$0.90 per share based upon the 4.6 million weighted average shares
outstanding for the twelve month period. These results include
management's inclusion of a $0.9 million charge for impairment of
goodwill resulting from a decrease in fair value of its two-way assets
and an anticipated valuation allowance related to the Company's
deferred tax assets in which recoverability is not considered likely.
The Company recorded no impairment charges related to the pager assets
group which was disposed of subsequent to May 31, 2005, as disclosed
in a press release dated August 24, 2005. The Company cautions
shareholders and potential investors that BDO Seidman, LLP, the
Company's Independent Public Accountants, have not audited these
amounts and disclaims any responsibility for them. These results are
preliminary and are subject to change, possibly materially, following
completion of the audit.
As previously announced, the Annual Report on Form 10-K has not
been filed due to an anticipated restatement of the Company's
Consolidated Statement of Operations for the years ended May 31, 2002
and 2003, and its Consolidated Balance Sheet as of May 31, 2002 and
2003. The Company further stated that it appeared that there would be
no impact on the Company's results of operations, financial position
or cash flows for the years ended May 31, 2004 and 2005, respectively.
As soon as possible, the Company intends to file its Form 10-K and the
amended and restated financial statements with the SEC after the
completion of its ongoing discussions with the SEC staff. In the
interim, the Company urged investors and other users of the Company's
SEC filings not to rely on the Company's financial statements for the
years ended May 31, 2002 and 2003, to the extent they are affected by
the accounting issues described above.
The readers of this press release are urged to read carefully the
Company's public announcements and regulatory filings with the
Securities and Exchange Commission, including the press release and a
Current Report on Form 8-K filed with the Securities and Exchange
Commission, both dated September 2, 2005.
AMEX Non-Compliance Notification
On September 2, 2005, the American Stock Exchange (AMEX) notified
the Company that, as a result of the Company's failure to file its
Annual Report on Form 10-K for the fiscal year ended May 31, 2005,
within the prescribed timeframe, the Company was not in compliance
with the currency in public reporting continued listing requirement
under the AMEX Rules. The AMEX staff invited the Company to submit a
plan of compliance addressing the continued listing deficiency by no
later than September 16, 2005. The Company must regain its compliance
with the AMEX listing requirements no later than November 28, 2005.
On September 2, 2005, the Company filed a Current Report on Form
8-K (the "8-K") in which filing the Company outlined the reasons for
the delay in filing of the subject Annual Report. Namely, the Company
stated that as the result of ongoing conversations with the SEC staff
concerning the accounting for its May 2002 extinguishment of certain
junior debt (the "May 2002 Exchange Transaction") and its November
2002 exchange of Series C Preferred Stock and redeemable common stock
purchase warrants for its Series A and Series B Preferred Stock,
warrants for the purchase of shares of Series B Preferred Stock,
common stock warrants and shares of its common stock (the "November
2002 Exchange Transaction"), it appeared likely that the Company would
have to restate its Consolidated Statement of Operations for the years
ended May 31, 2002 and 2003, and its Consolidated Balance Sheet as of
May 31, 2003. The Company further stated that it appeared that there
would be no impact on the Company's results of operations, financial
position or cash flows for the years ended May 31, 2004 and 2005,
respectively. As soon as possible, the Company intends to file the
subject Annual Report and the amended financial statements with the
SEC after the completion of its discussions with the SEC staff. In the
interim, the Company urged investors and other users of the Company's
SEC filings not to rely on the Company's financial statements for the
years ended May 31, 2002 and 2003, to the extent they are affected by
the accounting issues described above.
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 does
not accept the Company's plan of compliance, the AMEX staff will
initiate de-listing 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 de-listed from the AMEX and may
continue to be listed on the Pink Sheets trading system. The Company
may also apply for listing on the OTC Bulletin Board Market when it
regains currency in the public reporting.
Effective as of the open of business on September 12, 2005, the
Company's stock trading symbol will become subject to the indicator
".LF" to denote its noncompliance. The trading symbol will bear the
foregoing indicator until the Company regains its compliance with the
AMEX continued listing requirements. 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.
About Teletouch
Teletouch Communications, Inc., a proven U.S. leader in wireless
messaging and related network management, provides a complete suite of
mobile asset tracking solutions using sophisticated, yet
cost-effective GPS-based hardware and software products for fleets,
hazardous materials and "worker-down" emergency notification
applications. In addition to its telemetry business, Teletouch offers
two-way radio communications, cellular and wireless messaging services
throughout the United States. Teletouch's common stock is traded on
the American Stock Exchange under stock symbol: TLL. Additional
product, business and financial information for Teletouch is available
at www.Teletouch.com.
This release contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, as amended, that are based on
management's exercise of business judgment as well as assumptions made
by and information currently available to management. When used in
this document, the words "may," "will," "anticipate," "believe,"
"estimate," "expect," "intend," and words of similar import, are
intended to identify any forward-looking statements. You should not
place undue reliance on these forward-looking statements. Negotiations
with respect to the transaction that are the subject of this release
are ongoing and may result in significant modifications to the
transaction. There can be no assurance that the transaction that is
the focus of this release will be concluded, or if concluded that it
will be concluded on terms currently contemplated. These statements
reflect our current view of future events and are subject to certain
risks and uncertainties as noted in our securities and other
regulatory filings. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our
actual results could differ materially from those anticipated in these
forward-looking statements. We undertake no obligation and do not
intend to update, revise or otherwise publicly release any revisions
to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of any
unanticipated events. Although we believe that our expectations are
based on reasonable assumptions, we can give no assurance that our
expectations will materialize. Many factors could cause actual results
to differ materially from our forward-looking statements.