The Company is reviewing its accounting for stock options in connection with a previously disclosed stock option inquiry by the Securities and Exchange Commission and has concluded that it incorrectly accounted for certain previously issued stock option grants. While the Company has not yet completed its review, it believes that non-cash compensation expense, primarily in the years 1999 to 2003, was materially understated. The Company has not yet determined the full extent of the stock option adjustments that will be necessary.
In addition, the Company has determined that the non-cash valuation allowance for deferred tax assets established at September 30, 2004 was overstated by approximately $3.0 million, which had the effect of overstating the net loss reported for the three and nine months ended September 30, 2004 by this amount. This was primarily a result of the existence of previously unrecorded deferred tax liabilities related to the Company's 2002 and 2004 acquisitions of Javelin Technologies, Inc. and EuroLink Network, Inc, respectively.
The Company has not yet determined the full extent of the stock option adjustments that will be necessary, but anticipates that any deferred tax asset resulting therefrom will significantly offset the previously unrecorded deferred tax liabilities noted above.
As a result, the Company intends to restate its audited financial statements for the years ended December 31, 2003 and 2002 included in its 2004 Annual Report on Form 10-K and is evaluating whether it needs to restate its unaudited results for the three and nine months ended September 30, 2004 included in its Form 10-Q. Inasmuch as the adjustments relate to non-cash items, the resulting restatement will have no effect on the Company's current cash position or cash flows from operations.
The Company believes that the aforementioned restatements will constitute material weaknesses under Section 404 of the Sarbanes-Oxley Act of 2002.