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