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UTStarcom to Delay Filing of Its 2005 Annual Report
ALAMEDA, Calif., March 16 /PRNewswire-FirstCall/ -- UTStarcom, Inc.
(Nasdaq: UTSI), announced today that it will delay the filing of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 (the '2005
Form 10-K').
UTStarcom to Delay Filing of Its 2005 Annual Report
The Company delays filing of 10-K pending:
- The Completion of the Audit Committee Investigation; and
- The Completion of the Company's assessment of Its Internal Control Over Financial Reporting Under Section 404 of the Sarbanes-Oxley Act of 2002
The Company Targets Filing Its 2005 Annual Report on or About April 30, 2006
The Company Will Conduct a Conference Call Today at 2:00p.m. PST to Discuss This Delay
(Logo: http://www.newscom.com/cgi-bin/prnh/20051013/SFTH063LOGO )
This delay is due to the Company needing additional time (i) to enable the
Audit Committee of the Board of Directors of the Company to complete an
investigation with regard to the circumstances surrounding the premature
recognition of revenue on a contract with a customer in
other transactions; and (ii) for management to complete the preparation of its
2005 consolidated financial statements and its assessment as of
under Section 404 of the Sarbanes-Oxley Act of 2002.
'Significant progress has been made in connection with the investigation
and the assessment of internal controls,' stated
officer of UTStarcom, Inc. 'The Audit Committee has kept the Company's
independent registered public accounting firm apprised of its work to date and
our management team has begun to formulate and implement appropriate remedial
measures at the request of the Audit Committee.'
Audit Committee Investigation:
As previously disclosed in the Company's press release dated
2006
the Board of Directors of the Company is conducting an investigation with the
assistance of independent counsel and forensic accountants with regard to the
circumstances surrounding the premature recognition of revenue on a contract
with a customer in
The Company recognized approximately
contract, with total gross margin of less than one million dollars. This
revenue was recognized during several of the quarters from 2003 through 2005.
At the conclusion of this investigation, the Audit Committee will assess and
evaluate the findings to determine if previously issued financial statements
need to be revised. The Form 10-K cannot be completed and filed until the
Audit Committee has completed its review of the matters that are the subject
of its investigation.
Sarbanes-Oxley Act Section 404 Assessment:
In addition, Management is still in the process of assessing the
effectiveness of the Company's internal control over financial reporting as of
Sarbanes-Oxley Act of 2002, in part because of the above-mentioned
investigation.
As previously disclosed in the Company's 2004 Annual Report on Form 10-K,
management concluded that due to the existence of material weaknesses, the
Company's internal control over financial reporting was not effective as of
internal control over financial reporting as of
determined that due to the continued existence of certain of the previously
identified material weaknesses, the Company's management will conclude in its
'Management Report on Internal Control Over Financial Reporting' to be
included in the 2005 Form 10-K, that the Company's internal control over
financial reporting was not effective as of
result of these material weaknesses, the Company's management believes that
the report of its independent registered public accounting firm will contain
an adverse opinion with respect to the effectiveness of the Company's internal
control over financial reporting as of
is a control deficiency, or combination of control deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected.
The presently identified material weaknesses at
respect to: (i) controls related to revenue recognition; (ii) controls
related to the existence and valuation of inventory/deferred costs and the
related cost of sales; (iii) controls related to the financial closing and
reporting process; (iv) processes and controls related to the preparation of
the Company's provision of income taxes; (v) controls related to the
segregation of duties and user access; (vi) the need to ensure the Company
employs sufficient finance personnel with the necessary experience and
technical accounting expertise, including knowledge of US generally accepted
accounting principles, relative to their assigned level of responsibility,
and; (vii) the need to ensure adequate processes and personnel exist to
supervise and monitor decentralized locations. Further, the Company has
assessed that it did not maintain an effective control environment as of
Additionally, since management is continuing to assess the effectiveness
of the Company's internal control over financial reporting as of
2005
as part of the investigation noted above, may be identified.
The Company expects the Audit Committee to complete its investigation and
management to complete its assessment of its internal control over financial
reporting and expects to file its 2005 Form 10-K on or about
As such, the Company will file a Form 12b-25 Notification of Late filing
with the SEC relating to the delay in filing its 2005 Form 10-K and indicating
that the filings will not be made within the 15-day extension period permitted
by the Form.
The Company has notified the Nasdaq Stock Exchange of the delay in filing
the 2005 Form 10-K.
Select Potential Operational Impacts:
Convertible Notes
In connection with the Company's offering of its 7/8% Convertible
Subordinated Notes due
National Association (the 'Trustee') entered into an indenture dated
Form 10-K by
obligations to deliver its SEC filings to the Trustee under Section 6.2 of the
Indenture. The delay in filing the 2005 Form 10-K will not result in an
automatic default and acceleration of such long-term debt. Neither the Trustee
nor the holders of at least 25% of the outstanding principal amount of debt
securities issued under the Indentures will have the right to accelerate the
maturity of such debt securities unless the Company fails to file and deliver
its 2005 Form 10-K within 60 days after either the Trustee or the above
mentioned holders have given notice of such default to the Company.
In addition, any acceleration of any loans under the Company's other
credit facilities, to the extent that they exceed US$30,000,000 and are not
paid or discharged within 30 days after either the Trustee or the above
mentioned holders have given notice specifying their default to the Company,
would trigger a cross-default under Section 8.1(5) of the Indenture and thus
an acceleration of the Notes.
There is currently
Notes.
Credit facilities
As of
Republic of
outstanding under their local
reviewing the credit lines and the loan agreements on its subsidiaries
outstanding borrowings, to verify that the untimely filing of the 2005 Form
10-K would not result in a breach or event of default under any applicable
line or loan agreements. In the event that the Company determines that a
breach or event of default has occurred under any of its
or loan agreements, the Company will request a temporary waiver from the
respective financial institution to permit the continued access to the line or
loan agreement while the Company completes its filing obligations. There can
be no assurance that the Company will receive such a waiver.
The Company entered into a
Agreement with Citibank, N.A. during 2005 under which the Company covenants to
provide a copy of its audited consolidated financial statements (together with
explanatory notes thereon) and the auditor's report letter within 90 days
after the end of each fiscal year. The Company will request a temporary
waiver from Citibank, N.A. to permit the continued access to the facility
while the Company completes its filing obligations. There can be no assurance
that the Company will receive such a waiver. There are no current amounts
outstanding under this agreement.
2005 Financial Results:
On
fourth quarter ended
Company expects to report total revenues for the year ended
of approximately
results include asset impairment charges of approximately
restructuring charges of approximately
tax charge for deferred tax assets of approximately
preliminary 2005 results reflect known adjustments to date, but are subject to
change as a result of any adjustments arising from the Audit Committee
investigation and/or subsequent events prior to the filing of the Company's
2005 Form 10-K and the completion of the audit of the financial statements by
the Company's independent registered public accounting firm.
Conference Call
The Company will conduct a conference call, which is open to the public,
to discuss this matter. The call will take place at
conference call dial-in numbers are as follows:
A replay of the call will be available from approximately
on
replay numbers are as follows:
International -- 706-645-9291. The Access Code is 6738434.
Investors will also have the opportunity to listen to the conference call
and the replay over the Internet through UTStarcom's Web site at:
www.utstar.com.
To listen to the live call, please go to the Web site at least 15
minutes early to register and to download and install any necessary audio
software. For those who cannot listen to the live broadcast, a replay will
also be available on this site.
About UTStarcom, Inc.
UTStarcom is a global leader in IP-based, end-to-end networking solutions
and international service and support. The company sells its broadband,
wireless, and handset solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables its customers
to rapidly deploy revenue-generating access services using their existing
infrastructure, while providing a migration path to cost-efficient, end-to-end
IP networks. Founded in 1991 and headquartered in Alameda, California, the
company has research and design operations in the
and
For more information about UTStarcom, visit the company's Web site at
www.utstar.com.
Forward-Looking Statements
This release contains statements that are forward-looking in nature,
including without limitation statements about the outcome of the actions being
taken by the Company and its audit committee, the anticipated timing and
nature of filings with the Securities and Exchange Commission, the potential
operational impacts on the Company of a late filing of the Company's 2005 Form
10-K with the Securities Exchange Commission, and the Company's ability to
seek waivers of, or otherwise mitigate or cure, any defaults under agreements
that may be caused by a late filing with the with the Securities Exchange
Commission. Such forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially. These risks
include the ultimate timing and outcome of the pending investigation. The
Company also refers readers to the risk factors identified in its latest
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as filed with the Securities and Exchange Commission.
SOURCE UTStarcom, Inc.