-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QR4XPkti5R4hkyJDFsTHJlwAEfdsuqxvvDG1M/QS9XT+iQe7efpg3RS7Wj/US6SN tFJHBwGSclmI1RFxQJTxvQ== 0001068800-07-000933.txt : 20070412 0001068800-07-000933.hdr.sgml : 20070412 20070412111840 ACCESSION NUMBER: 0001068800-07-000933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070410 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXX INC/NV/ CENTRAL INDEX KEY: 0000089261 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880325271 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05654 FILM NUMBER: 07762799 BUSINESS ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7025983223 MAIL ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: SFM CORP DATE OF NAME CHANGE: 19920703 8-K 1 exx8k.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 10, 2007 ---------------- EXX INC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------- NEVADA 1-5654 88-0325271 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF ORGANIZATION) IDENTIFICATION NUMBER) 1350 EAST FLAMINGO ROAD, SUITE 689 LAS VEGAS, NEVADA 89119-5263 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 598-3223 ---------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | Written communications pursuant to Rule 425 under the Securities Act. | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. On April 10, 2007, EXX INC ("EXX" or the "Company"), following a review by its management and Audit Committee, concluded that the Company should restate its previously issued financial statements and Annual Report on Form 10-K for the year ended December 31, 2006, to correct the omission of a consolidating adjustment relating to depreciation expense for 2006 attributable to an impairment charge against property and equipment recorded in a prior year. As a result of such error, depreciation expense for such period was overstated by $979,000, and operating income, income tax and net income were understated by $930,000, $333,000 and $597,000, respectively. On April 11, 2007, the Company issued a press release announcing the restatement. A copy of such press release is included as Exhibit 99 to this Current Report on Form 8-K. The Company anticipates that the impact of the correction of understatements will result in an increase of $0.06 per basic common share and $0.05 per diluted common share for the year ended December 31, 2006. The error affected only the Company's full year financial statements for 2006. The Company's quarterly reports for the periods ended March 31, June 30, and September 30, 2006 all reflected the correct depreciation expense. The Company expects to present the restatements described in this Current Report when it files with the Securities and Exchange Commission an amendment to its Annual Report on Form 10-K/A for the year ended December 31, 2006. Management is assessing the effect of the restatement on the Company's internal controls over financial reporting of consolidating transactions. The Company's management expects that it will conclude that a material weakness existed as of December 31, 2006 because the Company did not maintain effective controls over the review of consolidating adjustments. A material weakness is a significant control deficiency, or combination of significant control deficiencies, that result in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. The Company's management also expects that, as a result of this material weakness, it will conclude that the Company's disclosure controls and procedures were not effective as of December 31, 2006. The Company, under the supervision of its Chief Executive Officer and Chief Financial Officer, is currently evaluating potential steps that it can take to remediate the material weakness in its disclosure controls and procedures. The Company will take steps to remediate these weaknesses as soon as practicable. The decision to restate was authorized by the Board of Directors of the Company, upon the recommendation of management. They concluded that the Company's previously issued financial statements for the fiscal year ended December 31, 2006 should no longer be relied upon, pending their restatements, because of errors in those financial statements. The Company's Chief Financial Officer, the Audit Committee and the Board of Directors of the Company discussed the matters disclosed in this filing with Rothstein Kass & Company, P.C., the Company's independent registered public accounting firm. This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements speak only as of the date of this Current Report, and the Company assumes no obligation to update such forward-looking statements. Investors are cautioned that such forward-looking statements are subject to many risks and uncertainties, and may differ materially or adversely from the Company's actual results or future events. The anticipated effects of the restatement described above are preliminary and may be subject to change as the Company completes its analysis. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibit is filed as part of this report: Exhibit Number Description -------------- ----------- 99 Press Release issued by the Company on April 11, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXX INC Date: April 12, 2007 By: /s/ David A. Segal ---------------------------- Chairman of the Board Chief Executive Officer Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99 Press Release, dated April 11, 2007 EX-99 2 ex99.txt EXHIBIT 99 EXX INC SUITE 689 1350 EAST FLAMINGO ROAD LAS VEGAS, NV 89119 EXX INC ANNOUNCES FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 TO BE RESTATED DUE TO ACCOUNTING ERROR WHICH OVERSTATED EXPENSES AND UNDERSTATED NET INCOME. Las Vegas, NV April 11, 2007-EXX INC (Amex EXX-A and EXX-B) today announced that on April 10, 2007, EXX INC ("EXX" or the "Company"), following a review by its management and Audit Committee, concluded that the Company should restate its previously issued financial statements and Annual Report on Form 10-K for the year ended December 31, 2006, to correct the omission of a consolidating adjustment relating to depreciation expense for 2006 attributable to an impairment charge against property and equipment recorded in a prior year. As a result of such error, depreciation expense for such period was overstated by $979,000, and operating income, income tax and net income were understated by $930,000, $333,000 and $597,000, respectively. The Company anticipates that the impact of the correction of understatements will result in an increase of $0.06 per basic common share and $0.05 per diluted common share for the year ended December 31, 2006. The error affected only the Company's full year financial statements for 2006. The Company's quarterly reports for the periods ended March 31, June 30, and September 30, 2006 all reflected the correct depreciation expense. The Company expects to present the restatements described in this news release when it files an amendment to its Annual Report on Form 10-K/A for the year ended December 31, 2006 with the Securities and Exchange Commission which will be filed as soon as practicable. Management is assessing the effect of the restatement on the Company's internal controls over financial reporting of consolidating transactions. The Company's management expects that it will conclude that a material weakness existed as of December 31, 2006 because the Company did not maintain effective controls over the review of consolidating adjustments. A material weakness is a significant control deficiency, or combination of significant control deficiencies, that result in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. The Company's management also expects that, as a result of this material weakness, it will conclude that the Company's disclosure controls and procedures were not effective as of December 31, 2006. The Company, under the supervision of its Chief Executive Officer and Chief Financial Officer, is currently evaluating potential steps that it can take to remediate the material weakness in its disclosure controls and procedures. The Company will take steps to remediate these weaknesses as soon as practicable. The decision to restate was authorized by the Board of Directors of the Company, upon the recommendation of management. They concluded that the Company's previously issued financial statements for the fiscal year ended December 31, 2006 should no longer be relied upon, pending their restatements, because of errors in those financial statements. The Company's Chief Financial Officer, the Audit Committee and the Board of Directors of the Company discussed the matters disclosed in this filing with Rothstein Kass & Company, P.C., the Company's independent registered public accounting firm. The above results of operations may contain certain forward-looking statements which are covered under the safe harbor provisions of the Private Securities Legislation Reform Act of 1995 with respect to the Company's future financial performance. Although EXX INC believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. Forward-looking statements involve known and unknown risks which may cause EXX INC's actual results and corporate developments to differ materially from those expected. Factors that could cause results and developments to differ materially from EXX INC's expectations include, without limitation: EXX's ability to continue to access funding for its operations; the cyclical nature of the industries served by EXX, all of which have encountered significant downturns in the past; the level of production by and demand from EXX's principal customers upon which EXX is substantially dependent; whether, when and to what extent expected orders materialize; whether EXX will be able to successfully launch new programs; the impact on EXX of actions by its competitors, some of which are significantly larger and have greater financial and other resources than EXX; and developments with respect to contingencies, including environmental matters, litigation and retained liabilities from businesses previously sold by EXX; changes in manufacturing and shipment schedules; delays in completing plant construction and acquisitions, labor disturbances, new product and technology developments, competition within each business segment, litigation, significant cost variances, the effects of acquisitions and divestitures, and other risks. -----END PRIVACY-ENHANCED MESSAGE-----