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Sunday, April 6, 2003

No good defense for being tardy
A growing horde of companies mistreat shareholders with late year-end reports.


The Orange County Register

If nothing else, one must marvel at the consistency of Telenetics of Lake Forest.

A D V E R T I S E M E N T
A D V E R T I S E M E N T

Last week, the small communications company asked for an extension to file its annual report with the Securities and Exchange Commission. Like other companies, it had 90 days to prepare the filing following a traditional Dec. 31 fiscal year's end.

Telenetics told the SEC it would be late because it, "is in the process of restructuring its long-term convertible debt and therefore was not able to complete timely its financial statements without unreasonable effort or expense."

That's the sixth consecutive year that Telenetics missed deadline to tell its shareholders how last year went. Telenetics officials didn't return calls seeking an explanation for their filing difficulties.

Sadly, a growing horde of companies treats shareholders like Telenetics does: with late year-end reports, a document crucial to a solid study of a company's progress because these results are audited by outsiders.

An analysis of SEC filings done for your trusty business columnist by SEC Info of San Francisco, an online database of SEC paperwork, shows that roughly one-in-five companies miss the time limit to file year-end reports.

Worse, despite extensive computerization of many financial aspects of corporate management, late reports are a growing trend.

Last year, 2,513 U.S. companies filed tardy notices for annual reports with the SEC, or 20.4 percent of the 12,302 entities - from operating companies to investment pools to corporate shells – that must hand in annual reports. That rate is up from 15 percent in 1999 and 12.4 percent in 1997, according to SEC Info.

Through April 2 of this year - the prime annual-report filing season – 22.5 percent of filers were late vs. 21.1 percent in the same period a year ago.

Locally, the trend is as ugly, SEC Info found.

Using a definition of Orange County as firms citing corporate phone numbers in either the 714 or 949 area codes, SEC Info data shows local filers were tardy 31 percent of the time 2002 vs. 20 percent in '99.

So far this year, O.C. has a lateness rate of 43 percent vs. 31.4 percent a year ago.

Bill Holder, accounting professor at the Marshall School at USC, isn't surprised corporate chiefs are taking more time with financial reports.

"There is an appreciation that the sad and all too frequent accounting problems have probably had an effect in enforcing the importance of accounting," he said. Executives, "may – and I emphasize may – have taken greater care."

He adds that while computerization creates quick and broad collection of raw data, late reports may reflect, "the difficulty of managing large amounts of information."

Many late filers simply tell the SEC that they couldn't be timely, "without unreasonable effort or expense." Others are a tad more descriptive.

Some state the obvious. Bridge Technology of Garden Grove, filing late for the first time since electronic SEC records began in earnest in 1996, said succinctly, "Required financial statements necessary to prepare the (annual report) are not yet complete." GolfGear in Garden Grove, filing late for the fourth consecutive year, states it, "has incurred a delay in assembling the information."

Others tell a tale.

Technology's MAI Systems in Irvine states its fourth late filing in six years was because, "corporate headquarters lease expired on March 31, 2003, and the company moved its corporate offices to a new location. Due to the substantial expenditure of time by the company's senior management required to plan for and implement this move the company was unable to hold all required meetings with its auditors and complete all necessary work."

And there's Nuway Medical of Laguna Hills that perhaps should spend more time on filing rather than changing the corporate moniker.

It's late this year because the, "resignation of chief financial officer has delayed preparation." It was also tardy in '02 as Nuway Energy and in 1998 through 2000 as Latin American Casinos.

A hot-then-cold stock market may be a problem.

"It is generally agreed that in the tech boom of the late 90's a great deal of companies became public that, under ordinary circumstances, would never have become publicly traded," says securities-law attorney Michael Flynn at Stradling Yocca Carlson & Rauth in Newport Beach. "Many of these companies were undercapitalized and had management teams that were stretched too thin. Today, many of these companies are still public but, with not a lot of revenues and frequently with little or no profits. As a result, they may be undermanaged which leads to late filings and other missteps."

And, yes, odd things do happen once in a while

Irvine's STM Wireless, was late three times before this year. The 2003 excuse seems plausible: it's in bankruptcy.

First-time late filer Acme Communications, TV operators from Santa Ana, juggles the sale of two stations and an ill senior executive.

Tough accounting decisions, issues that might force revisions to previously reported financial results, were the reason for tardiness at two first-timers: Tickets.com of Costa Mesa and Hines, the plant growers from Irvine.

There's no doubt that the accounting scandals of recent years add pressure on year-end reports, which undergo the additional scrutiny of the board of directors as well as independent auditors.

In addition, numerous accounting rules add complexity to the process. Like dictums that force many companies to reassess what's known as "goodwill," often lowering valuations of subsidiaries that are poor performers. That's a stated lateness issue at tech's SSP Solutions of Irvine, tardy for the third straight year.

Tougher bookkeeping standards are a strain on smaller companies without big accounting staffs and protocols.

Phillip Stocken, accounting professor at The Wharton School at the University of Pennsylvania, notes that a larger amount of accounting today is art - like weighing what unpaid accounts are truly bad or what's the worth of a business unit.

"Judgments take time," Stocken says.

Of course, new legal requirements that CEOs and chief financial officers certify to the honesty of these reports - and by swearing under oath, it raises the specter of prosecution if there are errors - makes many people think harder before shipping the paperwork off to regulators.

Kleenair in Irvine wrote the SEC that it's late for the fourth straight year because of a potential capital infusion and merger negotiations.

Plus, the company's president, "had to spend the last two weeks of March in England With these obligations, the president, who is also the chief financial officer, has not had an opportunity to review the audit and the completed (annual report) to provide the certifications required."

The chance of jail time for cooked books does tend to focus the mind for any CEO. But sadly there's little regulatory rebuke for habitual late filers. Professor Stocken notes that in its own way, "the stock market does punish firms that file late but whether that punishment is sufficient is another question."

With one in five companies already tardy, it will be intriguing to watch as these reporting deadlines get tougher for many larger companies - the first change since 1970s.

Starting next year, there will only be 75 days to get the work done for companies whose stock is worth more than $75 million and have previously filed an annual report, or about half of all filers. That 75 days becomes 60 in 2005.

One can imagine that while many companies will get investors the information they need quicker, far too many will join the club filing "The Dog Ate My Homework" slips with the authorities.


CONTACT US: (714) 796-7966 or jlansner@ocregister.com
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