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Original Source: FD (FAIR DISCLOSURE) WIRE
. Michael Baehr, Wireless Facilities, VP Corporate Communications . Eric Demarco, Wireless Facilities, President CEO . Deanna Lund, Wireless Facilities, SVP, CFO
On 03/12/07, WFII reported that it has been conducting a voluntary internal review of past practices for stock option granting and pricing. Once WFII has completed this review, it will be able to provide information regarding the financial impact related to this issue. Until that time, Co. is unable to comment further on the review or the potential financial impact.
A. Key Data From Call 1. DSO at 4Q06-end = 112 days. 2. Cash on hand as of 12/31/2006 = approx. $5m. 3. Debt balance as of 12/31/2006 = approx. $51m.
S1. Opening Comments (M.B.) 1. Stock Options: 1. On 03/12/2007, WFII made an announcement regarding an ongoing review related to past stock option grants. 2. As a result of these ongoing activities, Co. was unable to report full financial results for 4Q06 and full-year 2006. 3. Because of the ongoing review under way at this time, all financial numbers for 4Q06 and full-year 2006 discussed are unaudited.
S2. Announcements (E.D.) 1. Stock Option Review: 1. On 03/12/2007, Co. announced that this management team as a result of recent high level of scrutiny related to stock option granting and pricing practice with public companies and relatively large numbers of stock options that WFII had granted in prior years, made a decision after conferring with outside council to conduct a review of its stock option grants. 2. Executive management determined at the outset of review that Co. and shareholders would be best served by WFII proactively initiating its own internal review of Co.'s past practices. 3. Though the review, being performed by outside legal council is not yet complete, today there is no indication of stock option issues involving current management team nor are any anticipated. 4. As of today, review has identified grants issued between 1998 and 2003 that require further review in which historical measurement dates appear incorrect and could result in adjustments affecting all previously issued WFII financial statements due to related vesting schedules for these grants through 2005. 1. Is unable at this time to present complete 4Q06 financial results, full-year 2006 financial results, or comparative complete prior period financial results. 5. Co., along with the team of outside advisors is working hard to complete the review so that it can report and file its
financial results as quickly as possible. 6. An unfortunate potential collateral issue resulting from WFII's delay in timely filing of its financial statement is that its credit facility with KeyBanc does require such timely financial statement filings.
7. Even though Co. is confident that WFII is in complete compliance with the credit facility's financial and other related covenants, a late filing of its audited 12/31/2006 financial statement could put it in a technical noncompliance. 1. Accordingly, discussing the situation and working the issue with KeyBanc at this time and keeping them apprised of the status of stock option review and estimated filing of WFII's 2006 financial statements.
S3. Business Review (E.D.) 1. Highlights: 1. As discussed in last conference call on 01/03/2007, Co. stated that it would be taking certain actions in 4Q06, which would result in a series of one-time financial non-cash and non-operational-related costs and charges in 4Q06 in order to: 1. Better position Co. for future and refine WFII's focus and resources on business areas where it believes it can: 1. Achieve sustained profitability. 2. Improve overall future operating results including profitability, cash flow, and overall liquidity. 3. Eliminating or minimizing underperforming or
non-profitable businesses for where WFII did not have critical mass. 4. Restructure and eliminate duplicative, excess or non-value
adding infrastructure and costs. 5. Consolidate facilities and operations where practical. 6. Accelerate vesting on certain stock options which were under water and which Co. believes to be both
[non-incentivising] to personnel and non-retentive in nature in order to eliminate future cost or expense related to such options.
2. Has instituted these actions in 4Q06. 2. EMEA Business:
1. Last week, Co. announced to have completed a definitive agreement for the sale of business in EMEA for: 2. An aggregate purchase price of $4m in cash consideration, subject to customary hold back …