OTTAWA, Dec. 30 /CNW Telbec/ -
1. The Company was required, on or before September 30, 2005, to file its
financial statements for the year ended September 30, 2005.
2. The Company was unable to file its financial statements on time due to
the following circumstances:
(a) There has been a delay in completing the audits of Allen-Vanguard
Limited ("AVL"), a United Kingdom corporation, and Allen-Vanguard
(Ireland) Limited ("AVI"), a Republic of Ireland corporation. AVL
and AVI are indirect wholly-owned subsidiaries of the Company
which were acquired by the Company on August 12, 2004. Fiscal year
2005 therefore represents the first full year audit for AVL and
AVI as public company subsidiaries.
(b) The Company has a September 30 fiscal year end while AVL and AVI
had December 31 fiscal year ends. It was therefore decided to
change the fiscal year end of AVL and AVI to correspond with the
fiscal year end of the Company. The fiscal year 2005 consolidated
financial statements of the Company must therefore include the
results of AVL and AVI for the stub periods of October 1, 2004 to
December 31, 2004 ("2004 Stub Period") and January 1, 2005 to
September 30, 2005 ("2005 Stub Period").
(c) Soberman LLP ("Soberman") is the external auditor for the Company,
while Ernst & Young, LLP ("E&Y") was the external auditor for AVL
and AVI. In late September 2005, E&Y informed the Company that it
did not wish to continue as auditor of AVL and AVI beyond the
fiscal year 2004 engagement if it could not also be appointed
auditor for the Company. This request was not acceptable to the
Company and, with the agreement of E&Y, the Company selected Blick
Rothenberg ("BR") as the new auditor of AVL and AVI. BR must
therefore rely on the statutory audit reports of E&Y covering the
fiscal year 2004 accounts for AVL and AVI for the opening balance
sheets at January 1, 2005 to audit the 2005 Stub Period. Soberman
must rely on the audit report of E&Y for assurance on the 2004
Stub Period and on the audit report of BR for assurance on the
2005 Stub Period.
(d) The completion of the fiscal year 2004 statutory audits by E&Y was
delayed, primarily due to uncertainties concerning the
collectibility of a material receivable by AVL. The collectibility
of this receivable was referenced in notes to prior quarterly
financial statements. This uncertainty was successfully resolved
on December 20, 2005 but there is insufficient time, given the
pending Christmas holiday season, for E&Y to complete its final
audit procedures and issue an unqualified opinion on the statutory
accounts of AVL and AVI.
(e) Without such an opinion, BR and Soberman are themselves not in
position to issue unqualified opinions.
3. The Company expects to file financial statements on or before
January 31, 2006.
4. February 27, 2006 is the date that is two months after the filing
deadline. The Company understands that the securities commission or
regulators may impose an issuer cease trade order ("Issuer CTO") if
the financial statements are not filed by that time. The Company
further understands that an Issuer CTO may be imposed sooner if the
Company fails to file its default status reports on time.
5. The Company intends to satisfy the requirement to issue a default
status report on a bi-weekly basis by providing specified disclosure
as long as it remains in default of the financial statement filing
requirement.
6. The Company is not subject to any insolvency proceedings.
7. There is no other material information concerning the affairs of the
Company that has not been generally disclosed.
About Allen-Vanguard
Allen-Vanguard Corporation and its subsidiaries worldwide operate under
the brand "Allen-Vanguard". The Company develops and markets technologies,
tools and training for defeating and minimizing the effects of hazardous
devices and materials, whether Chemical, Biological, Radiological, Nuclear or
Explosive (CBRNE). The Company's equipment is in service with leading security
and military forces in more than 120 countries. This includes a complete range
of remote intervention robots for hazardous applications, vehicle barrier
systems, suspect package containers and Electronic Counter-Measures (ECM)
equipment. The Company is a world leader in the development, manufacturer and
sale of specialty security equipment for Explosive Ordnance Disposal (EOD),
and is the sole, worldwide licensee and/or developer of patented technologies
such as the Universal Containment System and CASCAD Foam for blast mitigation,
decontamination of bio-chemical warfare agents, and personal protective gear.
Head office operations are located in Ottawa, Ontario, Canada, with
manufacturing operations in Ottawa and Stoney Creek, Ontario; Tewkesbury,
U.K.; and Cork, Ireland, and sales offices in Canada, the U.S., the U.K. and
Asia. The Company's shares are listed on The Toronto Stock Exchange (TSX:
VRS). The web site is www.allen-vanguard.com.
This press release may contain forward-looking statements relating to,
among other things, the Company's expectations concerning future product
demand and growth opportunities and customer acceptance of Company's products.
These forward-looking statements are neither promises nor guarantees, but
involve risks and uncertainties that may cause actual results to differ
materially from those in the forward-looking statements. The Company disclaims
any obligation to publicly update or revise any such statements. The Toronto
Stock Exchange has neither approved nor disapproved the contents of this press
release.
To find out more about Allen-Vanguard (TSX: VRS), visit our website at
www.allen-vanguard.com.
%SEDAR: 00018026E
