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| CHLN > SEC Filings for CHLN > Form 8-K on 26-Oct-2009 | All Recent SEC Filings |
26-Oct-2009
Non-Reliance on Previous Financials, Audits or Interim Rev
On October 21, 2009, the management of China Housing & Land Development, Inc. (the "Company"), in consultation with its independent accounting firm, determined that the Company will restate its financial statements for the year ended December 31, 2008 as reported on Form 10-K filed March 25, 2009, as amended. The Company will also restate the financial statements contained in Form 10-Q filed May 7, 2009 for the period ended March 31, 2009 and Form 10-Q filed August 12, 2009 for the period ended June 30, 2009.
Pursuant to an the registration rights agreement entered into in connection with the Company's issuance of its 5.0% Senior Secured Convertible Notes, the Company is required to pay the holders of the notes certain late registration payments ("Late Payments") if the Company failed to file a registration statement within 60 days after the closing date of the transaction or if such registration statement failed to become effective by 90 calendar days, or 120 days if the registration statement is subject to a full review by the U.S. Securities and Exchange Commission. The Company began negotiations with the holders of the 5.0% Senior Secured Convertible Notes to waive the Late Payments in December 2008. The holders of the 5.0% Senior Secured Convertible Notes have thereafter decided to claim the Late Payments. As a result, the Company has decided to restate its financial statements for the year ended December 31, 2008 as reported on Form 10-K and its financial statements contained in Form 10-Q for the period ended March 31, 2009 and Form 10-Q for the period ended June 30, 2009 to accrue the corresponding expenses.
The restatement will have the following impact on the Company's previously reported results of operations for the year ended December 31, 2008:
For The Year
Ended
December 31
2008
Security registration expenses as previously reported $ -
Adjustment to accrue security registration expenses 613,483
Security registration expenses as restated $ 613,483
Net income as previously reported $ 9,396,289
Adjustment to accrue security registration expenses (613,483 )
Net income as restated $ 8,782,806
Basic earnings per share
As previously reported $ 0.31
As restated $ 0.29
Diluted earnings per share
As previously reported $ 0.30
As restated $ 0.28
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December 31,
2008
Accrued security registration expenses as previously reported $ -
Adjustment to accrue security registration expenses 613,483
Accrued security registration expenses as restated $ 613,483
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The restatement will have the following impact on the Company's previously reported results of operations for the three months ended March 31, 2009:
Three Months
Ended
March 31
2009
Security registration expenses as previously reported $ -
Adjustment to accrue security registration expenses 600,000
Security registration expenses as restated $ 600,000
Net income as previously reported $ 1,855,584
Adjustment to accrue security registration expenses (600,000 )
Net income as restated $ 1,255,584
Basic earnings per share
As previously reported $ 0.06
As restated $ 0.04
Diluted earnings per share
As previously reported $ 0.06
As restated $ 0.04
March 31 December 31
2009 2008
Accrued security registration expenses as previously reported $ - $ -
Adjustment to accrue security registration expenses 1,213,483 613,483
Accrued security registration expenses as restated $ 1,213,483 $ 613,483
Retained earnings as previously reported $ 39,265,062
Cumulative effect of the adjustment to accrue security registration (613,483 )
expenses
Retained earnings as restated $ 38,651,579
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The restatement had the following impact on the Company's previously reported results of operations for the three months and six months ended June 30, 2009:
Three Months Six Months
Ended Ended
June 30 June 30
2009 2009
Security registration expenses as previously reported $ - $ -
Adjustment to accrue security registration expenses 606,742 1,206,742
Security registration expenses as restated $ 606,742 $ 1,206,742
Net income (loss) as previously reported $ (10,036,144 ) $ (8,180,560 )
Adjustment to accrue security registration expenses (606,742 ) (1,206,742 )
Net income (loss) as restated $ (11,242,886 ) $ (9,387,302 )
Basic earnings (loss) per share
As previously reported $ (0.32 ) $ (0.26 )
As restated $ (0.36 ) $ (0.30 )
Diluted earnings (loss) per share
As previously reported $ (0.32 ) $ (0.26 )
As restated $ (0.36 ) $ (0.30 )
June 30 December 31
2009 2008
Accrued security registration expenses as previously reported $ - $ -
Adjustment to accrue security registration expenses 1,820,224 613,483
Accrued security registration expenses as restated $ 1,820,224 $ 613,483
Retained earnings as previously reported $ 39,265,062
Cumulative effect of the adjustment to accrue security registration (613,483 )
expenses
Retained earnings as restated $ 38,651,579
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