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Re: My CC Qs

By: Cactus Flower in ALEA | Recommend this post (0)
Thu, 15 Mar 12 6:57 PM | 100 view(s)
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Msg. 06849 of 54959
(This msg. is a reply to 06846 by Cactus Flower)

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Surprise! Turns out we had pretty much the right speculation regarding the reason for the postponement.

So I might guess that Wave is also somewhat disgruntled with the former owners of S (possibly as a result of their activities in the market) and plans to use the indemnity to reduce the number of shares they employed to purchase S.

This is material information, but only just.

http://biz.yahoo.com/e/120315/wavx8-k.html

Excerpt

"The specific errors for the Consolidated Financial Statements of Safend and its subsidiary are as follows:

1. Trade accounts receivable, total current assets and total assets were overstated by approximately $557,000, $233,000 and $76,000 as of June 30, 2011 and as of December 31, 2010 and 2009, respectively, as a result of improperly applied revenue recognition criteria and collection issues.

2. As a result of improperly applied revenue recognition criteria, revenues and gross profit were overstated (or, in the case of net loss, understated) by approximately $130,000 for the six months ended June 30, 2011 and approximately $157,000 and $76,000 for the years ended December 31, 2010 and 2009, respectively.

3. Revenues and gross profit for the year ended December 31, 2010 were also overstated (or, in the case of net loss, understated) by approximately $384,000 as the result of a bookkeeping error in the accounting for deferred revenue where this amount of deferred revenue was recognized as earned when there was no appropriately established deferral to recognize. As of December 31, 2010 and June 30, 2011, other current liabilities and total current liabilities are understated by approximately $384,000 as a result of this error.

4. Accounts receivable in the amount of approximately $194,000 has been determined to be uncollectible and management believes that a reserve for bad debts should have been recorded in the six months ended June 30, 2011 for this amount. As a result net loss was understated by $194,000 for the six months ended June 30, 2011.

5. The cumulative effect of these errors on total shareholders' equity was to increase accumulated deficit by approximately $941,000 as of June 30, 2011. As of December 31, 2010 and 2009, the increase in accumulated deficit was approximately $616,000 and $76,000, respectively.

The Company is continuing to assess the accounting errors and their impact on the applicable financial statements of Safend. Accordingly, the foregoing estimates may change before the assessment is completed. The accounting errors reported herein were identified by management during the process of preparing the Company's consolidated financial statements for the 2011 fiscal year. The Company is continuing its review of the impact of these errors on its purchase accounting for the business combination included in the consolidated financial statements for the fiscal year ended December 31, 2011 and the three and nine months ending September 30, 2011. The Company has discussed the accounting errors and the matters described in this Item 4.02(a) with the Company's and Safend's auditors."


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The above is a reply to the following message:
Re: My CC Qs
By: Cactus Flower
in ALEA
Thu, 15 Mar 12 4:02 AM
Msg. 06846 of 54959

Hi Dig,

Unfortunately, the whole of the history affects the balance sheet. So if there are errors in 2009 and 2010, that affects the accumulated deficit (or retained profit if you have one).

The error plainly relates to S, so there's also the issue of Feeney trying to understand how - for instance - they have treated long term contracts, or whether they have capitalised expenses which they should not have done under GAAP. Bear in mind they were a private company so not subject to quite the same strictures as a public one.

I've seen these kinds of issues before, and they are not necessarily sinister. Sometimes you find a tension between an accountant who is creative and another one who is strict. And the switch of control in this case might lead to teething problems that cannot be resolved in an appropriate timescale.

It was a brave move to pull the plug at the last minute. That makes me think they thought they might be able to resolve the issue before the curtain was raised.


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