Message #204 From:
NewsBot Date: March 24, 2008 08:19:30 PM
Force Protection Receives Delisting Notice Due to Delay in Filing Form 10-K and Announces Resignation of Auditor
Force Protection, Inc. (NASDAQ:FRPT) today announced that on March 19,
2008 it received a notice from the staff of The Nasdaq Stock Market
stating that Force Protection is not in compliance with Marketplace Rule
4310(c)(14) as a result of not filing with the SEC its Annual Report on
Form 10-K for the fiscal year ended December 31, 2007 and that Force
Protection is subject to having its stock delisted from the Nasdaq
Capital Market. Force Protection has requested and been granted an oral
hearing before the Nasdaq Listing Qualifications Panel to review the
Nasdaq Staff determination on its continued listing, which will result
in Nasdaq providing Force Protection with notice of a hearing at which
the Panel will consider whether such delisting is appropriate. The
hearing request will automatically stay the delisting of Force Protection’s
common stock pending the Panel’s decision.
There can be no assurance, however, that Force Protection’s
stock will not be delisted.
Separately, on March 18, 2008, Force Protection was informed by Elliott
Davis, LLC, the Company’s independent
registered public accounting firm, that it was resigning as the Company’s
independent registered public accounting firm for the fiscal year ended
December 31, 2007 effective immediately. The Company’s
Audit Committee has accepted this resignation. Although the Company is
in the process to engage a new independent registered public accounting
firm, one has not yet been appointed.
Elliott Davis, LLC was appointed by the Company’s
Audit Committee on November 10, 2006 to serve as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2007. Elliott Davis, LLC has not completed an audit or
issued a report on the Company’s consolidated
financial statements or internal control over financial reporting for
the year ended December 31, 2007.
Elliott Davis, LLC stated that the material weaknesses reported by the
Company in Form 12b-25 on March 3, 2008 and, in its professional
judgment, the Company’s lack of internal
controls necessary to be able to develop reliable financial statements
at this time, prevents Elliott Davis, LLC from completing its audit and
forming an opinion. There have been no disagreements with Elliott Davis,
LLC regarding any matters with respect to accounting principles or
practices, financial statement disclosure or audit scope or procedure,
which disagreements if not resolved to the satisfaction of Elliott
Davis, LLC, would have caused them to make reference hereto in their
report on the consolidated financial statements for 2007.
The Company’s Form 12b-25 filed on March 3,
2008, explains certain material weaknesses in internal control over
financial reporting identified by the Company for the year ended
December 31, 2007. The Company’s Form
8-K filed on March 3, 2008, stated that it expects to restate its
previously reported interim consolidated financial statements for the
three and nine month periods ended September 30, 2007, as a result of
errors discovered by management during its year end review of the
accounting for accounts payable errors associated with inventory
purchased from a sub-contractor as a result of a contract termination.
Management presented its findings to the Company’s
Audit Committee and is continuing to examine the Company’s
accounting for such transactions and to determine if these errors create
additional control deficiencies that could impact our assessment of the
effectiveness of internal controls over financial reporting.
For further discussion of previously identified material weaknesses
refer to Item 9A of the Company’s Form
10-K/A for the year ended December 31, 2006 as filed with the SEC on
October 15, 2007.
Force Protection, Inc. is a leading American designer, developer and
manufacturer of life saving survivability equipment, predominantly
ballistic- and blast-protected wheeled vehicles currently deployed by
the U.S. military and its allies to support armed forces and security
personnel in conflict zones. The Company’s
specialty vehicles, the Cougar and the Buffalo, and the Cheetah, are
designed specifically for reconnaissance, forward command and control,
and urban operations and to protect their occupants from landmines,
hostile fire, and improvised explosive devices (IEDs, commonly referred
to as roadside bombs). The Company is one of the original developers and
primary providers of vehicles for the U.S. military’s
Mine Resistant Ambush Protected, or MRAP, vehicle program.
For more information on Force Protection and its vehicles, visit www.forceprotection.net.
Safe Harbor Language
This press release contains forward-looking statements, including
statements regarding our continued listing on The Nasdaq Capital Market,
the estimated timing for the filing of restatement of our financial
statements set forth in the Quarterly Report on Form 10-Q for the period
ended September 30, 2007; our expectation with regard to management’s
evaluation of internal control over financial reporting, including
management’s inability to remediate
weaknesses identified in this notice; the scope and number of material
weaknesses in internal control over financial reporting and their
potential impact on the restatement process and estimated 2007 reviews.
Statements that are not historical facts, including statements about our
beliefs and expectations, are forward-looking statements. These
statements are based on beliefs and assumptions by Force Protection’s
management, and on information currently available to management.
Forward-looking statements speak only as of the date they are made, and
we undertake no obligation to update any of them publicly in light of
new information or future events. A number of important factors could
cause actual result to differ materially from those contained in any
forward-looking statements. These statements involve a number of risks
and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. These risks and
uncertainties include, but are not limited to, potential claims or
liability that could arise as a result of the Company’s
restatement of its financial statements; our ability to identify and
remedy internal control weaknesses and deficiencies; our ability to
effectively manage the risks in our business; the reaction of the
marketplace to the foregoing; and any further errors in our accounting
that we may find which could cause us to restate our financial
statements for additional periods; and other risk factors and cautionary
statements listed in the Company’s periodic
reports filed with the Securities and Exchange Commission, including the
risks set forth in the Company’s Form 10-Q
for the quarter ended September 30, 2007.
Force Protection, Inc. Tommy Pruitt Senior
Communications Director 843-574-3866 or Investor
Relations: ICR, Inc. James Palczynski Principal and
Director 203-682-8229
