Mr. Ted Hastings reports
PERK.COM INC. ANNOUNCES INTENTION TO RESTATE FISCAL 2014 FINANCIAL STATEMENTS TO REFLECT INCORRECT RECORDING OF NON-CASH AMOUNT; NO IMPACT ON PERK'S 2014 OR 2015 REVENUES, GROSS PROFIT, OPERATING EXPENSES AND ADJUSTED EBITDA
Perk.com Inc.'s previously issued 2014 audited financial
statements must be restated as a result of an error in the disclosure
and valuation of liabilities associated with Series A preferred shares
and preferred share warrants, which liabilities were fully eliminated
upon conversion of such preferred shares and warrants to common shares
as part of the July, 2015, reverse takeover transaction.
The restatement will have no impact on Perk's cash balance or total
assets as at Dec. 31, 2015. In addition, Perk's 2014 and 2015
revenues, gross profit, operating expenses, and adjusted earnings before interest, taxes, depreciation and amortization, as
previously reported, will be unaffected by this change.
The restatement is being made upon the recommendation of the company's
new auditor, Deloitte LLP, following an in-depth
review by the auditor of the terms of the Series A preferred shares
and preferred share warrants that were issued in 2011 and converted to common shares of Perk on July
10, 2015. The restatement will result in certain amounts, which were
recorded as equity
in the company's statement of financial
position as at Dec. 31, 2014, March 31, 2015, and June 30, 2015,
being reclassified as a liability, and will also result in certain
non-cash losses being recorded on the company's consolidated statements
of income and comprehensive income, stockholder's equity, and cash flows for
the periods up to June 30, 2015.
The review indicated that the preferred share conversion option and the
warrants contained features which the auditor advises, under
international financial reporting standards, should have been
accounted for as a liability at fair value and revalued as at Dec.
31, 2014, March 31, 2015, and June 30, 2015, with any changes in fair
value recorded as a charge to net income. Also, due to certain terms
associated with the preferred shares, the preferred shares and warrants
should have been classified as a liability. As a result, liabilities for
the warrants, preferred shares and the fair value of the derivative
liability related to the preferred shares should have been recorded. At
the end of each reporting period, fair value of both the derivative
liability related to the preferred shares and warrants should have been
reviewed, and a gain and/or loss on the revaluations recorded, which would
have impacted the consolidated statement of income and comprehensive
income. There is no impact to the number of preferred shares and
warrants, which converted to common shares of Perk on a one-for-one basis
pursuant to the RTO on July 10, 2015.
The restatement will impact the consolidated balance sheets for previous
periods and the consolidated statements of income and comprehensive
income, stockholder's equity, and cash flows for the periods up to June
30, 2015. Accordingly, investors should no longer rely upon the
company's previously issued financial statements, as well as the
corresponding management's discussion and analysis, and other
financial data relating to this period and prior periods.
The company has dedicated substantial resources to complete this review
of the impact of the adjustments with the auditor and expects to issue
its audited financial results as at and for the year ended Dec. 31,
2015, with restated comparative figures as at and for the year ended
Dec. 31, 2014, on or before March 21, 2016. Additional information
regarding the restatement of the Dec. 31, 2014, financial statements
will be provided in the company's 2015 audited financial statements and
2015 MD&A.
We seek Safe Harbor.
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