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UNITED STATES
FORM 12b-25
NOTIFICATION OF LATE FILING |
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SEC FILE NUMBER | ||||
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CUSIP NUMBER |
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(Check one): |
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o Form 10-K |
o Form 20-F |
o Form 11-K |
x Form 10-Q |
o Form 10-D | |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
June 30, 2016 | ||||
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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Tangoe, Inc. |
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Full Name of Registrant |
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Former Name if Applicable |
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35 Executive Boulevard |
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Address of Principal Executive Office (Street and Number) |
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Orange, CT 06477 |
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City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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SEC 1344 (04-09) |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Tangoe, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 within the prescribed time period without unreasonable effort or expense for the following reason.
As reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2016, the Board of Directors of the Company, upon the recommendation of the Company’s Audit Committee, determined that the Company will restate its financial statements for the years 2013 and 2014, all quarters therein, and the first three quarters of 2015. The Company has concluded that it made errors in recognizing revenue and is revising its historical financial statements and revenue recognition policies for several categories of revenue.
Because the Company is in the process of restating its financial statements as described above, the Company has not been able to complete the financial statements required to be included in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 (the “June 30, 2016 Form 10-Q”) and, accordingly, is unable to file the June 30, 2016 Form 10-Q within the prescribed time period. Although the Company cannot at this time estimate when it will complete the restatement and file its restated financial statements and the June 30, 2016 Form 10-Q, the Company expects to complete its internal review of the financial statements for the periods being restated by early in the fourth quarter of 2016. Upon completion of the internal review, the Company’s independent registered public accounting firm will audit the restated year-end financial statements, and, where applicable, review any interim financial statements for periods therein or that have yet to be filed with the SEC, including for the period ended June 30, 2016. Presently, the Company is unable to estimate a date by which all of the above procedures will be completed.
The Company will file the June 30, 2016 Form 10-Q and the financial statements for prior periods following completion of this audit. Because the restatement will not be completed prior to September 12, 2016, the Company intends to seek a further extension from NASDAQ of the period of time in which it may regain compliance with NASDAQ’s filing requirement.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification | ||||
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Jay Zager |
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(203) |
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859-9300 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
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o Yes x No | ||
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The Company has not filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2015 or its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. | ||||
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
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x Yes o No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||
In the Company’s press release announcing the restatement on March 7, 2016, the Company estimated that at least $17.1 million of previously recognized revenue would be affected, comprised of previously recognized revenue of at least $3.4 million for 2013, $9.4 million for 2014 and $4.3 million for the first three quarters of 2015. Based on the Company’s review to date, which has included completion of the Company’s review of all items originally identified for review in the restatement, the Company now estimates that at least $18.5 million of previously recognized revenue will be affected, comprised of a reduction in previously recognized revenue of at least $3.7 million for 2013, $10.3 million for 2014 and $4.5 million for the first three quarters of 2015. In addition, the Company has identified other items that are currently under review that the Company believes may result in additional reductions in recognized revenue for the periods in question. Because the Company has not completed its review, it cannot provide an estimate of the additional revenue reductions that may result from review of these items, however the Company expects that the aggregate amount of any such revenue reductions would not exceed $10 million.
The Company expects that operating income will be adjusted substantially in line with revenue adjustments. The Company also expects that the impact, if any, on operating cash flow for the periods under review will be minimal. The Company’s cash balance as of June 30, 2016 was $36.7 million and the Company’s outstanding indebtedness as of June 30, 2016 was less than $5 million.
Forward-looking statements
Except for statements of historical fact, the matters discussed in this Form 12b-25 are “forward-looking statements” within the meaning of the applicable securities laws and regulations. The words “estimates”, “expects” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements, including statements regarding the Company’s intent to restate its prior financial statements, the estimated adjustments of the restated financials and the timing of the Company’s completion of its internal review of the financial statements for the periods being restated involve risks and uncertainties that may cause actual results to differ materially from those stated here. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the risk that additional information may arise from the Company’s and its Audit Committee’s internal review, the risk that the process of preparing and auditing the restated financial statements or other subsequent events would require the Company to make additional adjustments and the time and effort required to complete the restatement of its financial statements, as well as other risks described more fully in the Company’s filings with the SEC. Forward-looking statements reflect management’s analysis as of the date hereof. The Company does not undertake to revise these statements to reflect subsequent developments.
Tangoe, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
August 10, 2016 |
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By |
/s/ Jay Zager |
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Name: Jay Zager |
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Title: Interim Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||