GMI - IWEB FROM FIDELITY.COM
Printed on Oct 30, 2012 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings
does not guarantee its accuracy or make warranties regarding its usage. 2003-2012 © GMI Ratings. All rights reserved. Page 1 of 5
IceWEB, Inc. (OTC:IWEB)
Accounting & Governance Risk Overview
AGR Rating:
Average (53)
Industry: IT Services / Consulting Market Cap: USD 13.2mm (Nano Cap) Period End: Jun 30, 2012
IceWEB, Inc. is currently rated as having Average Accounting &
Governance Risk (AGR®), receiving an AGR score that places them in
the 53rd percentile among all companies in North America rated by GMI,
indicating higher accounting and governance risk than 47% of the other
companies.
GOVERNANCE METRICS
Metrics Metric Tests
Metric Name AGR
Impact
Industry
Comparison
Company
Change
Corporate Governance Events 41%
Officer: Chairman is also CEO
Officer Changes
High Risk Events
No Flagged Metrics
ACCOUNTING METRICS
Metrics Metric Tests
Metric Name AGR
Impact
Industry
Comparison
Company
Change
Revenue Recognition 29%
Inventory/Cost of Goods Sold
Accounts Receivable/Sales
Expense Recognition 13%
Selling G&A Expenses/Operating Expense
Asset-Liability Valuation 17%
Long-Term Investments/Assets
The GMI Accounting and Governance Risk (AGR) rating is a comprehensive measure of corporate
integrity, based on an extensive evaluation of metrics which study financial results and corporate
behavior. Updated quarterly, the AGR percentile score ranges from 1 - 100, with lower scores
representing greater risks; the worst 10% of companies will receive "Very Aggressive" ratings.
RISK MODELS
published on Aug 31, 2012
EQUITY RISK FACTOR
Neutral
Companies with an Equity Risk Factor ranking of
3, as a group, have had market neutral returns
OTHER KEY RISKS
Litigation Risk: Medium Risk
.2% probability of a shareholder Securities Litigation within
the next year
Restatement Risk: Medium Risk
1.3% probability that the current quarter (fiscal 2012 Q-3)
financial statements will be materially restated in the future
The above ranking(s) are from statistical models based on
the GMI AGR, and are updated quarterly to reflect the latest
available information. The Equity Risk Factor is based
solely on the AGR Score, and as such is a unique measure
of equity risk.
The Litigation and Restatement Risk Factors are also
impacted by company size, industry and recent stock
performance. These risk factors are used by insurance
companies and auditors, among others, to identify
companies at risk.
RECENT EVENTS
since Jun 30, 2012
Company events that occurred after the current period
end date that might negatively affect the next period's
AGR Rating.
Governance
Accounting Issues
D & O & Senior Staff Insider Sales
Filings: Amended
Filings: Late
Litigation: Class Action
Litigation: Other Regulatory
Litigation: SEC Action
Officer Changes
High Risk Events
Divestitures
Exchange Change
Mergers-Acquisitions
Restructuring
Share Repurchases
Printed on Oct 30, 2012 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings
does not guarantee its accuracy or make warranties regarding its usage. 2003-2012 © GMI Ratings. All rights reserved. Page 2 of 5
IceWEB, Inc. (OTC:IWEB)
Accounting & Governance Risk Overview
AGR Rating:
Average (53)
Industry: IT Services / Consulting Market Cap: USD 13.2mm (Nano Cap) Period End: Jun 30, 2012
By "red-flagging" specific metrics of concern, AGR analysis effectively identifies areas of potential
company risk. The table above shows the risk metrics with the greatest negative impact on the
company's AGR score.
Printed on Oct 30, 2012 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings
does not guarantee its accuracy or make warranties regarding its usage. 2003-2012 © GMI Ratings. All rights reserved. Page 3 of 5
IceWEB, Inc. (OTC:IWEB)
Accounting & Governance Metric Definitions
ESG Rating:
N/A
AGR Rating:
Average (53)
Industry: IT Services / Consulting Market Cap: USD 13.2mm (Nano Cap) Period End: Jun 30, 2012
Metric Definitions: The definitions below are for Metrics that GMI has "flagged" as being of concern for potential misreporting. GMI determines
Flagged Metrics based on a statistical review of corporate fraud cases to identify Metrics most predictive of fraud and abuse. These Metrics are
analyzed for each company, to identify extreme values and flag the outliers. A high number of Flagged Metrics leads to a low (poor) AGR Score.
The AGR Impact number indicates the points deducted for each Flagged Metric.
GOVERNANCE
Metric Name / Metric Relevance AGR Impact
Corporate Governance Events 40.6%
Officer: Chairman is also CEO 21.6%
Although many exceptional companies are managed at the top by a joint Chairman-CEO, the lack of separation in these positions is cause for
concern as a corporate governance choice. Chairman-CEOs represent one of the most extreme cases of lack of independence between a company's
Board and its executive officers. All things equal, it is far superior to have as few insiders on the Board of Directors as possible, particularly in the top
positions.
Officer Changes 19%
A high degree of officer turnover in a company is a red flag for corporate governance problems. Reasonably low levels of officer turnover are
desirable in public companies in order to preserve the institutional knowledge inside the organization. Although some turnover is normal, a higher
rate of officer turnover carries with it a higher probability of irregularities including those related to accounting practices.
High Risk Events
No Flagged Metrics
ACCOUNTING
Metric Name / Metric Relevance AGR Impact
Revenue Recognition 29.3%
Inventory/Cost of Goods Sold 15.4%
Comparably large inventories is a red flag for revenue recognition issues. Also, many improper asset valuations involve the fraudulent overstatement
of inventory. Inventory can be manipulated through a number of schemes such as: falsified or fictitious inventory count, obsolete/scrap inventory not
reserved for, inventory not valued at LCM, consigned inventory not properly accounted for, overpricing of inventory costs, or a transfer of expenses
out of Cost of Goods Sold (COGS) into the inventory balance.
Accounts Receivable/Sales 13.9%
Accounts receivable build-ups can signal a broad range of revenue recognition issues. Unusual increases in accounts receivable relative to revenues
may indicate questionable revenues. Similarly, large accounts receivable may indicate underreserving for uncollectible or doubtful accounts. High
ratios of receivables to sales, particularly in combination with inventory build-ups, underfunded unearned revenue accounts, or other evidence of
account manipulation can in total indicate high risks of revenue recognition problems.
Expense Recognition 12.9%
Selling G&A Expenses/Operating Expense 12.9%
Comparably low SG&A expenses is a red flag for expense recognition issues. Management may manipulate these expenses in many ways: through
the intentional underaccruing of expenses; by offsetting the expenses against operating expenses in one of the liability "reserve" accounts; by
capitalizing SG&A expenses (on the Balance Sheet) instead of recording them as operating expenses; or by netting a gain from a sale of affiliate
against SG&A expense, artificially lowering recurring expenses.
Asset-Liability Valuation 17.2%
Long-Term Investments/Assets 17.2%
Comparably high long-term investment values is a red flag for overvalued assets. Such an overvaluation most commonly would result from a
misclassification of the investment. A company may classify its residual ownership in a publicly offered equity holding as "trading" securities, rather
than as "available for sale" securities, and consequently recognize a gain on the unrealized appreciation of that holding. By selecting the "trading"
designation, a company may be able to immediately mark the securities up to the higher market value and record the additional increase as a gain in
the current period.
Printed on Oct 30, 2012 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings
does not guarantee its accuracy or make warranties regarding its usage. 2003-2012 © GMI Ratings. All rights reserved. Page 4 of 5
IceWEB, Inc. (OTC:IWEB)
AGR Events
ESG Rating:
N/A
AGR Rating:
Average (53)
Industry: IT Services / Consulting Market Cap: USD 13.2mm (Nano Cap) Period End: Jun 30, 2012
AGR Events: The Events below are a consolidated and filtered list of the most important corporate news and activities related to accounting and
governance risk. Through extensive analysis of historical risk factors, GMI has identified the most important risk indicators, and tracks these Events
daily. Events occurring after the latest Period End date have not yet been included in the AGR Score.
Jul 24, 2012
Officer/Director Change
IceWEB, Inc. Announces CEO Change-Form 8-K.
IceWEB, Inc. reported in its Form 8-K that on July 23, 2012, the Board of Directors named Robert M. Howe III as Chief Executive Officer (CEO)
of IceWEB, Inc. Mr. Howe replaces Hal Compton, Sr. who was acting as interim Chief Executive Officer in the wake of the unexpected passing
John R. Signorello, the former Chairman and Chief Executive Officer of IceWEB, Inc. Mr. Compton remains as Chairman of the Board.
Jul 9, 2012
Equity Financing
IceWEB, Inc. Completes $1.6 Million Private Non-Registered Offering.
IceWEB, Inc. announced that the Company has received gross proceeds of approximately $1.6 million in a private placement offering to
institutional and accredited investors. In conjunction with the closing, the Company issued approximately 13.45 million shares of its restricted
common stock at a price of $0.12/share and warrants to purchase approximately 13.45 million shares of its common stock at a strike price of
$0.15 per share. The warrants are callable should the stock trade above $0.25 for ten straight trading days and have a five year expiration.
There is no cashless exercise provision on the warrants.
Nov 23, 2011
Debt Financing
IceWEB, Inc. Completes Private Placement Of Convertible Notes.
IceWEB, Inc. announced that it has completed a private placement with accredited investors of senior convertible notes in the aggregate
original principal amount of $2,012,500 and Series O, Series P and Series Q warrants to purchase an aggregate of 35,514,708 shares of
common stock for an aggregate purchase price of $1,750,000. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw
Capital Group, Inc., acted as the exclusive placement agent for the transaction. The notes, which are unsecured, do not carry any interest,
but include original issue discount equal to 13.0% and are convertible at any time into shares of common stock at a conversion price of $0.17
per share. The notes will mature on May 23, 2013 and have full ratchet anti-dilution protection. The notes are repayable in equal monthly
installments beginning on the earlier of six months from the issuance date of the notes or upon the effectiveness of the registration statement
registering the shares of common stock into which the notes are convertible. Monthly payments can be made in cash and, under certain
conditions; the payments can be made in common stock of the Company, or a combination of common stock and cash. In addition, under
certain conditions, the Company will have the right to prepay in full the then outstanding notes.
Mar 7, 2011
Merger or Acquisition
IceWEB, Inc. Announces Definitive Merger Agreement With Promark Technology, Inc..
IceWEB, Inc. announced that it has reached a definitive merger agreement with Annapolis Junction, Maryland-based Promark Technology,
Inc. (Promark), a privately-held, national distributor of data storage products and solutions. With a history of transforming small-share storage
brands into market leaders, Promark is a 26 year old private company with a nationwide network of over 1200 value added resellers. The
company focuses on selling storage solutions to mid-size and enterprise companies and to organizations in both the private and public sectors.
Currently operating at a $100 million annual revenue run rate, Promark has no debt, over $20,000,000 in current assets and a $10 million
line of credit with BB&T bank. Promark has acted as the primary distribution partner for some of the storage companies including EqualLogic,
LeftHand Networks (acquired by HP) and Compellent. In December 2010, Promark acquired Nixsar Data Systems, a national storage services
and engineering organization with specific expertise in planning, designing, training and installing enterprise data storage systems.
Feb 10, 2011
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2010 an Amendment to a previously filed 10-K
Jan 28, 2011
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2010 an Amendment to a previously filed 10-K
Oct 29, 2010
Insider Trading
There was a substantial insider sell-off recently.
Insiders at the company sold-off personal shares in the company amounting to 0.6% of the value of the company assets during a recent trading
week.
Oct 15, 2010
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 03/31/2010 an Amendment to a previously filed 10-Q
Aug 30, 2010
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 12/31/2009 an Amendment to a previously filed 10-Q
Aug 30, 2010
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 03/31/2010 an Amendment to a previously filed 10-Q
Jul 15, 2010
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2009 an Amendment to a previously filed 10-K
Sep 8, 2009
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 06/30/2009 an Amendment to a previously filed 10-Q
Jul 29, 2009
Equity Financing
IceWEB, Inc. Secures $3 Million Investment for Series C Preferred Stock.
IceWEB, Inc. announced that it has entered into a definitive agreement with a technology and energy focused fund (Investor), which has offices
in New York and California, under which the Company has secured a $3 million investment (Investment). Proceeds from the Investment will
be used to fund operations and working capital needs of the Company. IceWEB, Inc. believes that this timely infusion of capital will more than
adequately fund the Company`s Operations, Research and Development and Sales efforts until the Company reaches sustainable profitability.
Based on the terms and certain market conditions and thresholds of the Investment, the Company may drawdown funds from the Investor
through the issuance of Series C Preferred Stock (the "Preferred Stock") and Two-year warrants exercisable for shares of the Company's
Common Stock having a value equal to 135% of the drawdown amount. The Preferred Stock will accrue dividends at an annual rate of 10%,
which will be paid in additional Preferred Stock upon redemption or repurchase.
Printed on Oct 30, 2012 This report is for information purposes and should not be considered a solicitation to buy or sell any security. GMI Ratings
does not guarantee its accuracy or make warranties regarding its usage. 2003-2012 © GMI Ratings. All rights reserved. Page 5 of 5
IceWEB, Inc. (OTC:IWEB)
AGR Events
ESG Rating:
N/A
AGR Rating:
Average (53)
Industry: IT Services / Consulting Market Cap: USD 13.2mm (Nano Cap) Period End: Jun 30, 2012
Apr 8, 2009
Divestiture or Spin-Offs
IceWEB, Inc. Complletes Sale Of IceWEB Solutions Group, Inc..
IceWEB, Inc. announced that it has completed the sale of its IceWEB Solutions Group, Inc. (VA) subsidiary. Details of this transaction will be
disclosed on form 8-k to be filed with the Securities and Exchange Commission. The Company has elected to focus on higher-margin sales of
its own manufactured products, which includes online cloud computing, software services and data storage products.
Jan 9, 2009
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2008 an Amendment to a previously filed 10KSB
Dec 1, 2008
Debt Financing
IceWEB, Inc. Executes $1.2 Million Convertible Debenture With Sand Hill Finance, LLC.
IceWEB, Inc. announced that the Company has executed a convertible debenture agreement with Sand Hill Finance, LLC (SHF) in the amount
of $1,170,767. The debenture bears interest at 18% and will allow SHF to convert the outstanding obligation into shares of IceWEB common
stock at a fixed floor conversion price of $0.30 per share. In conjunction with this agreement, IceWEB entered into a Warrant Amendment
Agreement pursuant to which the Company agreed to amend the exercise price on outstanding warrants issued to SHF to purchase 145,000
shares of IceWEB common stock by lowering the exercise price on these warrants to $0.50 per share from $1.00 per share.
Jan 3, 2008
Merger or Acquisition
IceWEB, Inc. Completes Acquisition Of INLINE Corporation.
IceWEB, Inc. announced that it has completed the acquisition of INLINE Corporation (INLINE) , a privately held company recognized as a
leader in the manufacturing of cutting-edge intelligent enterprise data storage solutions.
Dec 7, 2007
Merger or Acquisition
IceWEB, Inc. To Acquire INLINE Corporation.
IceWEB, Inc. announced hat it has entered into a binding Letter of Intent to acquire INLINE Corporation. Subject to due diligence and board
approvals, the closing of the acquisition is expected to occur on or before December 31, 2007.
Apr 3, 2007
Officer/Director Change
IceWEB, Inc Appoints CFO-Form 8-K.
IceWEB, Inc announced in its Form 8-K that, Mark B. Lucky was appointed as the Chief Financial Officer of the Company effective March 05,
2007.
Nov 2, 2006
Merger or Acquisition
IceWEB, Inc. Acquires $28,000,000 True North Solutions Federal Government Business Unit.
IceWEB, Inc. announced that it has acquired the Federal Government Business operations of True North Solutions, Inc. a wholly-owned
subsidiary of American Systems Corporation. Terms of the transactions were not disclosed.
Aug 15, 2006
Late Filing
The company filed an extension for a previously due financial.
The company filed for the period ending 06/30/2006 an Notification that form type 10-Q will be submitted late
May 16, 2006
Late Filing
The company filed an extension for a previously due financial.
The company filed for the period ending 03/31/2006 an Notification that form type 10-Q will be submitted late
Mar 15, 2006
Merger or Acquisition
IceWEB, Inc. Acquires PatriotNet.
IceWEB, Inc. announced that it has acquired PatriotNet of Fairfax VA. The acquisition will provide IceWEB with another 3,500 e-mail users,
which will be transitioned, to IceMAIL, plus 300 Web Hosting customers that will be converted to IceVISTA. Terms of the transaction were not
disclosed.
Feb 15, 2006
Late Filing
The company filed an extension for a previously due financial.
The company filed for the period ending 12/31/2005 an Notification that form type 10-Q will be submitted late
Jan 4, 2006
Officer/Director Change
IceWEB, Inc. Appoints CFO-Form 8-K.
IceWEB, Inc. announced in its Form 8-K that Brian Eugene Crooks has been appointed as Chief Financial Officer of the Company, effective
November 7, 2005.
Dec 29, 2005
Late Filing
The company filed an extension for a previously due financial.
The company filed for the period ending 09/30/2005 an Notification that form 10-K will be submitted late
Nov 15, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2004 an Amendment to a previously filed 10KSB
Nov 14, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 03/31/2005 an An amendment to a previously filed 10QSB
Nov 14, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 06/30/2005 an An amendment to a previously filed 10QSB
Nov 14, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 12/31/2004 an An amendment to a previously filed 10QSB
Nov 10, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 03/31/2005 an An amendment to a previously filed 10QSB
Nov 10, 2005
Amended Filing
The company recently amended a previous filing.
The company filed for the period ending 09/30/2004 an Amendment to a previously filed 10KSB
Methodology Quantitative Model Driven Approach n/a Equity Style n/a Report Types Company Forensic Accounting and Governance
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About the Firm
GMI is an independent risk research firm that provides a statistically modeled assessment of corporate integrity. Founded in 2002 in direct response to the growing number of scandals, lawsuits, and investor losses resulting from fraudulent corporate behavior, the firm identifies potentially high-risk company accounting and governance activity that has been historically correlated to stock price declines, securities class-action litigation, and material financial restatements.
The product of GMI's analysis is a unique risk measure called the AGR® Score. This measure can be used by investors as a way to more effectively manage corporate risk.
Methodology
The firm uses a proprietary methodology that integrates extensive public data channels and advanced statistical modeling techniques to provide deep insight into a company's financial disclosure and governance practices and to expose associated risks. It operates several quantitative models that provide risk ratings. Extensive academic and third-party research has validated the Accounting and Governance Risk (AGR) Score as an effective and independent variable in determining investment returns.
Coverage
GMI forensically analyzes the financial reporting and governance practices of more than 8,500 North American-based publicly traded companies spanning all market capitalizations and industries.
Companies are required to have financial statements filed with the SEC for at least five quarters, including the current quarter in order to have an AGR rating calculated. Publicly traded companies with inactive ratings are classified as Delinquent Filers (no current SEC filings available) or Rating Pending (SEC filing available, but missing or problematic data preventing calculation of AGR.)
What's Provided on Fidelity.com
Risk Ratings, Reports & Screen Criteria
Accounting and Governance Risk (AGR®) Ratings: GMI's flagship Accounting and Governance Risk (AGR) Score is widely recognized as a confidence level indicator for the company's management and reported financials. Scores range from 0 to 100, which correspond to a risk rating for each company ranging from "Very Aggressive" to "Conservative." Effectively, all companies start with a perfect score of 100, and get points deducted for every failed accounting and governance test. The AGR tests have been designed based on an extensive statistical review of SEC fraud cases - i.e., they have been found to be predictive of fraud or financial manipulation.
Through continued back-testing, GMI has demonstrated a strong correlation between its quarterly AGR ratings and the likelihood of adverse events, including securities class action litigation, financial restatements, regulatory enforcement actions and stock price declines. AGR ratings can help investors looking to manage risk or enhance investment performance. In fact, companies that have a "Very Aggressive" AGR have a higher risk probability of facing negative events when compared to "Conservative" rated companies.
Companies rated "Very Aggressive" under AGR have historically been:
10 times more likely to face SEC enforcement actions
6 times more likely to delay financial reporting
5 times more likely to face securities litigation
4 times more likely to file for bankruptcy
2 times more likely to deal with executive officer change
AGR Equity Risk Factor: Extensive internal and third-party research demonstrates a distinct correlation between AGR Ratings and a variety of high-risk events. The Equity Risk Factor is derived from the AGR Score and provides a leading indication of share price performance. It ranks companies from 1 to 5 (worst to best) and observes a consistent and pronounced spread in annual returns between high risk and low risk companies.
In-Depth Company Reports: GMI provides comprehensive reports on 8,500+ North American-based publicly traded companies. Reports include in-depth risk analysis of each company's financial reporting and governance practices, and examine risk metrics in five broad categories: Revenue Recognition, Expense Recognition, Asset-Liability Valuation, High-Risk Events and Corporate Governance. A company's risk profile is based on a statistical comparison of its current risk metrics with those of peer companies and prior reporting periods. AGR Scores and Ratings are updated quarterly after financial statements are filed. The reports are updated if applicable with AGR Watch or recent "high risk" events that could potentially have a negative impact on the next quarter AGR Score.
Advance Search Criteria: AGR Score and AGR Equity Risk Factor allow you to screen companies for "Conservative" to "Very Aggressive" corporate behavior and lowest to highest expected return as a result of their accounting and governance practices.
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