Excelligence Learning Corporation Announces Delay in Filing of Form 10-Q and Request for Further Filing Extension From Nasdaq
November 14 2005 - 8:30AM
Business Wire
Excelligence Learning Corporation (Nasdaq:LRNSE) announced today
that it will be unable to file its quarterly report on Form 10-Q
for the three months ended September 30, 2005 by the November 14,
2005 filing deadline. The completion and review of this quarterly
report and filing of the Company's quarterly report on Form 10-Q
for the three months ended June 30, 2005 have been delayed pending
the completion of the Company's previously announced restatement of
its financial statements as of and for the year ended December 31,
2004 and the quarter ended March 31, 2005. The Company's
independent registered public accounting firm is in the process of
completing its audit and review procedures for the Company's
restatements. The Company currently believes that the processes
underway that will lead to the restatement of its financial
statements for the year ended December 31, 2004 and for the quarter
ended March 31, 2005 are proceeding satisfactorily. The Company
continues to estimate that its previously-disclosed investigation
will not result in a reduction to its operating (pre-tax) income
for fiscal year 2004 of more than the previously announced estimate
of approximately $500,000 to $600,000. Furthermore, the Company
continues to expect that the majority of the reduction in 2004 will
give rise to corresponding increases in operating (pre-tax) income
during fiscal year 2005. The adjustments anticipated at present
remain estimates pending completion of audit procedures related to
the restated financial statements for the year ended December 31,
2004 and review procedures related to the restated financial
statements for the quarter ended March 31, 2005, in each case by
the Company's independent registered public accounting firm, which
procedures may result in the identification of additional matters
that could change the Company's present estimates. The Company will
file its restated financial statements and its delayed quarterly
reports on Forms 10-Q for the periods ended June 30, 2005 and
September 30, 2005 as soon as practicable following completion of
the restatements of the prior periods. In addition, the Company has
submitted a request to the NASDAQ Listing Qualifications Panel for
an additional extension of the deadline for the Company to file its
quarterly report on Form 10-Q for the three months ended June 30,
2005. The Company has also requested an extension of time to file
its quarterly report on Form 10-Q for the three months ended
September 30, 2005. The Company will announce the Panel's decision
promptly after a decision is received. The Panel had previously
agreed to continue the listing of the Company's securities on The
NASDAQ SmallCap Market provided that the Company filed its
quarterly report on Form 10-Q for the three months ended June 30,
2005 on or before November 14, 2005. The Company has notified the
Panel that it will be unable to meet the November 14 deadline and
has requested a further extension. There can be no assurance that
the Panel will grant the Company's request for an additional
extension of time, or, if such an extension is granted, that the
Company will be able to file its requisite reports by such date. If
the Company is not granted an extension of time to file its
reports, or fails to file its reports before any additional
deadline, the Company's securities could be delisted from The
NASDAQ SmallCap Market. About Excelligence Learning Corporation
Excelligence Learning Corporation is a developer, manufacturer and
retailer of educational products which are sold to child care
programs, preschools, elementary schools and consumers. The Company
serves early childhood professionals, educators and parents by
providing quality educational products and programs for children
from infancy to 12 years of age. With its proprietary product
offerings, a multi-channel distribution strategy and extensive
management expertise, the Company aims to foster children's early
childhood and elementary education. The Company is composed of two
business segments, Early Childhood and Elementary School. Through
its Early Childhood segment, the Company develops, markets and
sells educational products through multiple distribution channels
primarily to early childhood professionals and, to a lesser extent,
consumers. Through its Elementary School segment, the Company sells
school supplies and other products specifically targeted for use by
children in kindergarten through sixth grade to elementary schools,
teachers and other education organizations. Those parties then
resell the products either as a fundraising device for the benefit
of a particular school, student program or other community
organization, or as a service project to the school. Excelligence
Learning Corporation's headquarters is in Monterey, California and
its website is www.excelligencelearning.com. Safe Harbor Statement
Under the Private Securities Litigation Reform Act of 1995: This
press release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995 about matters such
as the status of the Company's restatement process, including
anticipated adjustments to the Company's financial statements, the
Company's request for an extension of time to file its quarterly
reports, the filing of the Company's quarterly reports for the
three months ended June 30, 2005 and September 30, 2005, compliance
with NASDAQ listing requirements and the potential delisting of the
Company's securities. These statements are based on management's
current expectations and actual results may differ materially as a
result of various risks and uncertainties, including those set
forth in the Company's prior press releases and periodic public
filings with the Securities and Exchange Commission, which are
available via Excelligence's website at
www.excelligencelearning.com. There can be no assurance that the
restatements discussed in this release or subsequent processes will
be timely completed, that any modifications or changes will be made
or, if made, can be timely or effectively implemented and there can
be no assurance that the NASDAQ Listing Qualifications Panel will
grant the Company's request for an additional extension of time to
file its delinquent reports, or, if such an extension is granted,
that the Company's subsequent processes such as the filing of its
quarterly reports for the three months ended June 30, 2005 and
September 30, 2005 or compliance with additional NASDAQ Listing
Qualifications Panel requirements will be timely completed by the
Panel's deadlines or that the Company will avoid delisting by The
NASDAQ SmallCap Market. In addition, the Company's financial
results and stock price may suffer as a result of the previously
announced accounting review and any subsequent determination from
this review including any action by NASDAQ. The forward-looking
statements in this release are made as of November 14, 2005, and
Excelligence Learning Corporation does not undertake to revise or
update these forward-looking statements, except to the extent that
it is required to do so under applicable law.
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