-----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, QTLkfr5Eo47Mu/3oEYWUf6tbPp2s5a6SgeR8/m36o76a2vdiBfwkC5Ftn1UtfT75 IcB3Vu3WpMrMAuWVopKg1Q== 0001104659-04-024679.txt : 20040816 0001104659-04-024679.hdr.sgml : 20040816 20040816161756 ACCESSION NUMBER: 0001104659-04-024679 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040816 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTSTARCOM INC CENTRAL INDEX KEY: 0001030471 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 521782500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29661 FILM NUMBER: 04978952 BUSINESS ADDRESS: STREET 1: 1275 HARBOR BAY PARKWAY STREET 2: STE 100 CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 5108648800 MAIL ADDRESS: STREET 1: 1275 HARBOR BAY PARKWAY STREET 2: STE 100 CITY: ALAMEDA STATE: CA ZIP: 94502 8-K 1 a04-9629_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

 

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): August 16, 2004

 

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-29661

 

52-1782500

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

1275 Harbor Bay Parkway
Alameda, California  94502

(Address of principal executive offices)    (Zip code)

 

(510) 864-8800

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

 





 

Item 12. Results of Operations and Financial Condition.

 

On August 16, 2004, UTStarcom, Inc. issued a press release entitled “UTStarcom Files its Quarterly Report on Form 10-Q for the Second Quarter of 2004 with the Securities and Exchange Commission.”  A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  In addition, the information in this report shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporating language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

2





 

SIGNATURE

 

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.

 

 

 

UTSTARCOM, INC.

 

 

 

 

Date: August 16, 2004

By:

/s/ Michael J. Sophie

 

 

Name:

Michael J. Sophie

 

Title:

Senior Vice President of Finance and
Chief Financial Officer

 

3





 

INDEX TO EXHIBITS

 

Exhibit

 

Description

 

 

 

99.1

 

Press release entitled “UTStarcom Files its Quarterly Report on Form 10-Q for the Second Quarter of 2004 with the Securities and Exchange Commission.”

 

4




EX-99.1 2 a04-9629_1ex99d1.htm EX-99.1

Exhibit 99.1


 

UTSTARCOM FILES ITS QUARTERLY REPORT ON FORM 10-Q FOR THE SECOND QUARTER OF 2004 WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Audit Committee and Management Team Completes Review:

                  No Changes to Financial Statements As a Result of This Review

                  Improvements to Company’s Internal Controls To Be Implemented

 

Separately, an Increase of $0.01 GAAP EPS Will Be Reflected in Second Quarter Filing Due to A Reduction in Cost Of Goods in Q2 2004

 

ALAMEDA, Calif., August 16, 2004 — UTStarcom, Inc. (Nasdaq: UTSI) today announced that it has filed its quarterly report on Form 10-Q for the second quarter ended June 30, 2004 with the Securities and Exchange Commission (SEC).   This comes after the company filed for an automatic five-day extension with the SEC on August 10, as it wrapped up a review of its internal controls processes that was triggered by a transaction in the amount of $1.9 million.

 

“While we did not include the $1.9 million in our second quarter earnings results released on July 27, we still felt that the most conservative and appropriate approach for our company and its investors was to complete the entire review of the facts and circumstances and actions around that specific transaction and a broader review of our internal controls process before we submitted our filing to the SEC,” stated Mike Sophie, chief financial officer of UTStarcom.  “Also, as a part of the review we conducted a detailed analysis of the majority of the Company’s non-China revenue transactions for the prior five quarters and determined that there were no discrepancies and that this was an isolated event.”

 

The findings of this review, however, have led management to conclude that certain significant control deficiencies exist related to the review and evaluation of criteria related to revenue recognition.

 

In connection with the above findings and in an effort to address the weaknesses identified in the Company’s internal controls, UTStarcom’s management has determined that it will take immediate corrective action. Such

 



 

action will include:

 

                  a centralized review, analysis and control of all non-China revenue recognition by US Corporate management, including receipt of third party evidence of delivery and the final acceptance certificate issued by the customer;

 

                  limitations of local signature approval authority for signing contracts; and

 

                  additional reconciliation and review of customer site inventory balances.

 

Separate from the review UTStarcom’s internal accounting group determined that it had incorrectly written off too much inventory to cost-of-goods sold during the second quarter 2004, which resulted in an understatement of its gross margins.  As such, the second quarter 2004 10-Q filing will reflect revised gross margins of 25.6% and GAAP earnings per share of $0.33 compared to gross margins of 25.4% and GAAP earnings per share of $0.32 as reported by the company on July 27, 2004.

 

In addition, UTStarcom is undertaking a thorough review of its internal controls as part of the Company’s preparation for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Rules describing the requirements for the Company’s independent auditors to be able to attest to the Company’s compliance under Section 404 were adopted in June 2004 and the Company, along with its external service providers, are currently interpreting compliance requirements under Section 404. As a result of this uncertainty, as well as the control deficiencies noted above, UTStarcom cannot be certain that it will be able to comply with the requirements of Section 404 by the December 31, 2004 deadline.

 

UTStarcom’s management, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) as of June 30, 2004. Based on that evaluation, combined with a consideration of the additional procedures described above, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that, notwithstanding the weaknesses described



 

above, the Company’s disclosure controls and procedures are effective in ensuring that all material information required to be disclosed in its quarterly report has been made known to them in a timely fashion and no changes are required at this time.

 

About UTStarcom, Inc.

UTStarcom is a global leader in IP access networking solutions and international service and support. The company sells its wireline, wireless, optical and switching solutions to operators in both fast growth 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 New Jersey, China, and India. UTStarcom is a FORTUNE 1000 company.

 

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 to correct certain significant control deficiencies, the effectiveness of the Company’s disclosure controls and procedures, and the ability of the Company to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner, and are subject to risks and uncertainties that may cause actual results to differ materially. The Company 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

 

Company Contacts

Chesha Kamieniecki

Sr. Investor Relations Manager

510-749-1560

 

###


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