Whitney Information Network, Inc. Announces the Results of the Special Committee
The Company's Board of Directors established a Special Committee ofindependent directors to conduct an internal investigation of the activitiesthat are the subject of the government investigation. The Special Committeeengaged the law firm of Wilmer Cutler Pickering Hale and Dorr LLP("WilmerHale") to assist with this investigation. The matters underinvestigation included (i) the efficacy or trading success of the Company'sstock market education programs, and (ii) the Company's acquisitions ofcertain other companies.
The Special Committee has reported its findings and made recommendationsto the Board of Directors. The Special Committee also reported its findings tothe SEC. The Special Committee reported that it was satisfied with thecooperation it received from the Company's executives, employees and counselduring the investigation.
With respect to the Company's education programs, the Special Committee,based on WilmerHale's investigation, found no evidence that members of theCompany's executive management encouraged live speakers to makemisrepresentations or knew about particular statements on which the governmenthas focused. However, the Special Committee found that, among other things,before the start of the government investigations, the Company's marketingfunction - including advertising for Company products, solicitation ofcustomers, presentation of live seminars, telemarketing, coaching andmentoring - was characterized by inadequate controls, inadequate training anda failure to devote adequate resources to compliance. The Special Committeealso criticized a variety of practices, including, among others, use oftestimonials obtained for one brand in support of another, failure to discloseaffiliations between endorsers and the Company, failure to adequately discloseinvestment risks, and misstatements by certain live speakers.
In September 2007, the Special Committee made a number of recommendationswith regard to the Company's marketing, telemarketing and live presentationprograms. In light of the Special Committee's recommendations, the Company hasimplemented and is implementing improved controls in certain areas of itsoperations that include, among other things, (i) new compliance guidelines formarketing materials issued by the Company; (ii) new compliance guidelines forthe Company's telemarketing operations; (iii) new compliance guidelines forspeakers at live events; (iv) development and implementation of disciplinaryprocedures for violations of compliance guidelines; (v) enhanced training andcertification for speakers; (vi) improved policies for customer refundrequests; (vii) the addition of new compliance and supervisory personnel;(viii) revisions to its student agreements to include additional or emphasizeexisting disclosures regarding the Company's policies; (ix) development of anemployee "hotline" to allow employees to report ethical and compliance issues;and (x) the scheduling of re-training of employees on the Company's ethicspolicies for the first quarter of 2008.
With respect to the Company's acquisitions of certain other companies,among other findings, based on WilmerHale's investigation, the SpecialCommittee reported to the Board of Directors in September 2007 and deliveredits final recommendations in November 2007, and reported to the SEC inNovember 2007. The Special Committee found that the Company's prior publicdisclosures were incorrect in the following respects:
The Company previously disclosed that (1) in July 2003 the Company
acquired Whitney Leadership Group, Inc. ("Whitney Leadership") from Russell A.Whitney, Chairman of the Board and Chief Executive Officer and his wife for$1.2 million; (2) at the time, Whitney Leadership held all of the copyrightand intellectual property rights associated with its educational materials andlicensed those rights to the Company for payments; and (3) the Company enteredinto the acquisition agreement in order to eliminate those payments and togain control of intellectual property rights that form the core of theCompany's business. The Special Committee found that the Company did notdisclose a provision in a document denominated as an exhibit to the agreementthat afforded Mr. Whitney the right to terminate the Company's rights to theuse of his name and likeness under certain circumstances, including if Mr.Whitney were no longer employed with the Company or no longer owned acontrolling voting interest in the Company. The Special Committee found thatthe version of the exhibit containing this provision was created in May 2004.Mr. Whitney indicated that he believed that the subsequently created exhibitmemorialized a prior oral agreement. In any event, Mr. Whitney never exercisedhis right to terminate the Company's rights and Mr. Whitney now has agreed tovoid that provision at the request of the Special Committee. -- The Company previously disclosed that (1) in July 2003 the Companypurchased Equity Corp. Holdings, Inc. ("Equity Corp.") from John F. Kane; (2)as part of the transaction, the Company agreed to assume and pay a $4.75million promissory note issued to Mr. Whitney and his wife by Equity Corp. inJune 2002; and (3) Equity Corp. incurred this obligation when it elected toredeem all of Mr. and Mrs. Whitney's ownership in Equity Corp., 90% of theoutstanding stock, as of June 1, 2002. The Special Committee concluded thatthe redemption did not occur, and no note was issued by Equity Corp. to Mr.and Mrs. Whitney, in June 2002. The Special Committee found that theredemption of Mr. and Mrs. Whitney's Equity Corp. shares and Equity Corp'sincurring of this $4.75 million obligation in fact closed on May 31, 2003. TheSpecial Committee concluded that Equity Corp.'s redemption of Mr. and Mrs.Whitney's Equity Corp. shares was not a separate transaction from theCompany's acquisition of Mr. Kane's Equity Corp. shares. As previouslyreported by the Company in its Current Report on Form 8-K dated November 3,2007 and filed with the SEC on November 8, 2007, the Board of Directors hasdetermined that, with respect to the acquisition of Equity Corp., the Companyincorrectly used the acquisition method of accounting for a businesscombination and instead should have accounted for the transaction as acombination of entities under common control, similar to a pooling ofinterests. As a result, as the Company reported in its Form 8-K dated November3, 2007, the Company will need to restate its financial statements for theyears ended December 31, 2002 to the present. -- The Company previously disclosed that (1) the Company obtainedfairness opinions from Jewett, Schwartz and Associates, certified publicaccountants, in connection with its acquisition of Equity Corp. and WhitneyLeadership, that the prices the Company had agreed to pay for the businessesdid not exceed the values of the businesses as determined based upon theincome of the two businesses; (2) based upon these opinions, the independentmembers of the Board of Directors authorized the two acquisitions; and (3) theCompany also engaged independent legal counsel to obtain the fairness opinionsand advise the Company as to their acceptability, and such counsel so advisedthe Company in June 2003. The Special Committee concluded that thesedisclosures were incorrect, in that (1) Jewett, Schwartz and Associatesprovided a Business Valuation Report and did not opine on the fairness of thetransactions; (2) the Business Valuation Report concluded that the fair marketvalue of Equity Corp. and Whitney Leadership together was $3.87 million, whichwas less than the combined $6.2 million acquisition price paid by the Companyfor those companies; and (3) the Company's independent counsel did not opineon the fairness of the transaction. The Special Committee also reported thattwo independent directors stated that they were not aware of the nature andconclusions of the Business Valuation Report at the time they ratified thetransactions, though the member of executive management responsible for thefairness opinions stated that the directors were informed. Company'smanagement has concluded that there has been no impairment of the value of theintangible assets reflected in the Company's consolidated financial statementswith respect to the Equity Corp. and Whitney Leadership transactions. -- The Company previously disclosed that (1) the Company purchased allof the outstanding common stock of Precision Software Services, Inc.("Precision") from Mr. Whitney and Mr. Kane, who subsequently became anexecutive officer of the Company, in exchange for an aggregate ofapproximately 333,000 shares of common stock valued at $500,000 and $250,000in notes; and (2) Mr. Whitney received $125,000 in notes payable. The SpecialCommittee concluded that the Company did not disclose that (1) the $250,000 innotes payable (of which Mr. Whitney and Mr. Kane each received $125,000) werenot for the purchase of Precision, but rather the purchase of software thatMr. Whitney and Mr. Kane had licensed to Precision; and (2) the Company alsopaid $250,000 in cash (of which Mr. Whitney and Mr. Kane each received$125,000) for that software. Based on its investigation, the Special Committee provided to the Boardof Directors a number of recommendations which the Company has indicated itwill adopt. These include, among others, continuing the improvements to theCompany's marketing, telemarketing and live presentation programs, correctingthe prior disclosures regarding the Company's acquisitions noted above,obtaining an independent analysis of whether or not fair value was received bythe Company in the Equity Corp. and Whitney Leadership transactions, havingMr. Whitney void the provisions in the exhibit to the Whitney Leadershipacquisition agreement noted above, and hiring experienced securities anddisclosure counsel. Additional recommendations of the Special Committee thatare continuing to be reviewed by the Board of Directors relate to (1) theprocess of appointing three additional independent members to the Company'sBoard of Directors based on the nominations of the independent NominatingCommittee (after consultation with the other Board members), and (2)management changes, including, among other things, that Mr. Whitney shouldstep down as Chief Executive Officer and become non-executive Chairman of theBoard (or assume a role as advisor or consultant to the Board) under terms tobe negotiated with the independent Compensation Committee; that Ronald S.Simon, currently Co-President and Chief Operating Officer, should step down asan officer and director of the Company; that Mr. Kane, currently ExecutiveVice President - Operations, and Alfred R. Novas, currently Co-President andChief Financial Officer, should serve as Co-Presidents of the Company on aninterim basis; and that the reconstituted Board of Directors should undertake,in consultation with Mr. Whitney, a search for a new Chief Executive Officer. In addition, the Company is reviewing certain other matters (includingaircraft usage by Mr. Whitney and others, compensation expense of employeesregarding work performed for Mr. Whitney's private businesses, compensationpaid to Mr. Whitney's and Mr. Kane's family members, and Mr. Whitney'sbusiness expenses) to ensure that the Company's accounting and disclosures inits filings prior to 2006 with the SEC were correct. A disclosure error in theExecutive Compensation section of the Company's Annual Report on Form 10-K for2005 has been identified regarding the Standard Industry Fare Level rate uponwhich the Company relied upon in connection with calculating the value of Mr.Whitney's personal aircraft usage as a component of his compensation, and thisdisclosure will be corrected when the Company's restated consolidatedfinancial statements are filed. As reported in a filing with the SEC yesterday, the Company also hasannounced that as a result of the Special Committee investigation, theCompany's Board of Directors has determined that its 2003 acquisition ofEquity Corp. was a related party transaction (the "Equity Corp. Transaction"),and that the Company incorrectly used the acquisition method of accounting forthe business combination and instead should have accounted for the transactionas a combination of entities under common control, similar to a pooling ofinterests. Thus, the Company will need to restate prior year financialstatements. The Company expects that the change in accounting for the EquityCorp. Transaction will result in a decline in its reported consolidated totalassets, an increase in the Company's consolidated stockholders' deficit forthe periods restated, and reduce the Company's consolidated net loss. TheCompany does not expect the restatement to have a cumulative effect on itsconsolidated statement of cash flows. The Company is not yet able to determinethe final amounts or resulting accounting impact of the change in accountingfor the Equity Corp. Transaction. Accordingly, the Company's consolidated financial statements for theyears ended December 31, 2002 to the present, the interim periods containedtherein, and the related financial information contained in all earnings andpress releases and similar communications issued by the Company for suchperiods should no longer be relied upon. About Whitney Information Network, Inc.: Whitney Information Network, Inc. (Pink Sheets:RUSS) is a provider ofpostsecondary education focused on individual wealth creation and personalsuccess. Whitney Information Network, Inc. provides students withcomprehensive instruction and mentorship in real estate education andfinancial markets education in the United States, United Kingdom, Canada,Germany and Costa Rica. Additional information can be found atwww.wincorporate.com. Special Note Regarding Forward Looking Statements This document contains certain forward looking statements within themeaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934. Forward-looking statements deal with ourcurrent plans, intentions, beliefs and expectations and statements of futureeconomic performance, and include statements regarding the outcomes andeffects of pending regulatory and other investigations. Forward-lookingstatements involve known and unknown risks and uncertainties which may causeour actual results in future periods to differ materially from what iscurrently anticipated. No forward-looking statement is a guarantee of futureperformance, and you should not place undue reliance on any forward-lookingstatement. The Company undertakes no obligation to update publicly anyforward-looking statements for any reason, even if new information becomesavailable or other events occur in the future.For further information
Whitney Information Network, Inc., Cape CoralAlfred R. Novas Co-President and Chief Financial Officer 239-542-0643
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