EX-99.1 2 a05-6082_1ex99d1.htm EX-99.1

 

 

UTSTARCOM UPDATES THE STATUS OF ITS 2004 10-K FILING

 

Company  Delays Filing  Its 2004 10-K and Restated 2003 10-K Annual Reports to Complete  Required Review Procedures and to Enable Management to Finalize Its Assessment of Section 404 Internal Controls—Anticipates Filing on or before April 15, 2005

 

Company Provides Restated 2003 and 2004 Financial Results

                  2003 As Reported Financial Results:

                  $1,964.3 million

                  EPS $1.64

 

                  2003 Restated Financial Results:

                  Revenue $1,965.2 million

                  EPS $1.75

 

                  2004 Financial Results:

                  Revenue $2,703.6 million

                  EPS $0.56

 

ALAMEDA, Calif., March 31, 2005 – UTStarcom, Inc. (Nasdaq: UTSI) today announced that it has delayed the filing of its Annual Report on Form 10-K for the  year ended December 31, 2004 (the “2004 Form 10-K”) and its amended and restated  Annual Report on Form 10-K for the year ended December 31, 2003 (the “2003 Form 10-KA”) beyond the March 31, 2005 extended due date for the 2004 Form 10-K. The delay is due to the Company’s need to finalize  its required review procedures and enable management to finalize its assessment of internal control over financial reporting as of December 31, 2004 as required under Section 404 of the Sarbanes-Oxley Act of 2002.  The Company currently anticipates filing the 2004 Form 10-K and the 2003 Form 10-KA on or before April 15, 2005.

 

The Company’s 2003 as reported results were revenues of $1,964.3 million and earnings per share of $1.64.  The Company now expects to report restated 2003 revenues of $1,965.2 million and earnings per share of $1.75 and 2004

 

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, CA  94502

 

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revenues of $2,703.6 million and earnings per share of $0.56.

 

The Company is restating its consolidated financial statements for the year ended December 31, 2003 and the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003 to correct errors and reflect certain corresponding changes as further described below.

 

As part of the financial closing process for the year ended December 31, 2004:

 

(a) The Company prepared an analysis reconciling its 2003 income tax returns, as filed, to the 2003 income tax provision recorded in its consolidated financial statements. During this reconciliation process, the Company identified certain errors  which decreased the provision for income taxes and increased net income by $20.7 million for the year ended December 31, 2003.  In addition, as a result of the correction of the income tax provision error, at December 31, 2003  stockholders’ equity was increased by $21.6 million, income taxes payable was decreased by $2.5 million, other long-term assets were increased by $21.6 million, prepaid assets were increased by $2.8 million and other current assets were reduced by $5.3 million. There was no net effect on cash provided from operating activities as a result of this restatement.

 

Additionally, during the evaluation of the income tax provision related errors, the Company determined that an additional reclassification of reported 2003 results was required. Specifically, cost of sales increased by $3.5 million and other income increased by $3.5 million for the year ended December 31, 2003 to properly classify certain incentive payments received for exports and value added taxes in China.  There was no effect on net income as a result of this reclassification.

 

(b) The Company determined that it did not correctly identify a related party that was deemed a variable interest entity (“VIE”) and for whom the Company was considered the primary beneficiary in accordance with FASB Interpretation No. 46 (R).

 

In December 2004, the Company exercised a warrant for common stock in MDC Holding Limited (“MDC Holding”) for which it paid approximately $0.8

 

2



 

million for a 19% ownership interest.  Upon further analysis of the Company’s relationship with MDC Holding, management determined that certain of the Company’s employees participated in MDC Holding’s formation and initial capital contribution in 2001, and acquired a majority ownership interest in MDC Holding. Furthermore, the same employees participated in the initial capital contribution of Beijing MDC Telecommunications Co., Ltd., an affiliate of MDC Holding (“MDC BJ”).  In 2002, a venture capital fund affiliated with a principal shareholder of the Company made a capital investment in MDC Holding.

 

Management has determined that MDC Holding, MDC BJ and their affiliated entities (collectively, “MDC”) are related parties of the Company and that MDC is a VIE as defined by FIN 46 (R).  Management has further concluded that the Company is the primary beneficiary because MDC is a related party, and the Company’s activities are most closely aligned with MDC’s activities. Therefore, the Company should have  consolidated the results of MDC within its consolidated financial statements upon adoption of FIN 46 (R) in the fourth quarter of 2003.

 

The Company will correct its 2003 financial statements to reflect the consolidation of MDC as a variable interest entity.  At December 31, 2003, the inclusion of MDC in the Company’s consolidated financial statements resulted in a $5.5 million increase in both total assets and total liabilities and equity.  There will be no effect on net income as a result of the inclusion of MDC in the Company’s consolidated financial statements.

 

(c) In addition, the Company performed an analysis of the transactions entered into between MDC, the Company  and their customers . As a result of this analysis, an impairment charge of $7.4 million, net of taxes of $1.3 million, was recorded in the 2003 financial statements to write down inventory at a customer site to its recoverable amount.   This impairment charge reduced net income by $7.4 million at December 31, 2003 and decreased total assets and equity by the same amount.

 

Sarbanes-Oxley Act Section 404 Assessment

The Company’s management is finalizing its assessment of the effectiveness of

 

3



 

the Company’s internal control over  financial reporting at December 31, 2004 as required under Section 404 of the Sarbanes-Oxley Act of 2002.

 

A material weakness 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. During the course of management’s assessment of the Company’s internal control over financial reporting as of December 31, 2004, management has identified the following material weaknesses:

 

1. Ineffective controls over the financial reporting process due to an insufficient complement of personnel with a level of accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with the Company’s financial reporting requirements. Specifically, the Company’s controls were ineffective with respect to:

a)              revenue recognition;

b)             inventory, deferred costs and inventory reserve accounts;

c)              accounting for goodwill;

d)             translation of its accounts and transactions denominated in a currency other than U.S. dollars;

e)              accrued expense accounts;

f)                preparation and review of its consolidated financial statements and corresponding financial statement footnotes;

g)             timely, complete and accurate preparation of its income tax provision; and

h)             user access to certain automated business process  applications.

 

2.  Ineffective controls over the identification of related party relationships and related party transactions with the Company.

 

3. The lack of effective controls over the monitoring of the Company’s accounting functions located outside of the U.S. and the Company’s failure to maintain an effective control environment.

 

4



 

The existence of one or more material weaknesses as of December 31, 2004 would preclude a conclusion that the Company’s internal control over financial reporting was effective as of that date. Upon completion of management’s assessment, management expects to conclude that the Company did not maintain effective control over financial reporting as of December 31, 2004.

 

Management’s evaluation of the Company’s internal control over financial reporting as of December 31, 2004 is not complete. In connection with management’s ongoing evaluation, management may identify additional control deficiencies and once management has completed its evaluation of all control deficiencies, management may determine that these deficiencies, either alone or in combination with others, constitute one or more additional material weaknesses.

 

The Company expects that the material weaknesses identified above will result in an adverse opinion by the Company’s independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting.

 

Technical Default with respect to Convertible Notes

The delay results in a technical default under the indenture with respect to the Company’s 7/8% Convertible Subordinated Notes due 2008.  The default would not become an event of default under the indenture unless the Company failed to file the 2004 Form 10-K within 60 days of written notice of the default being provided to the Company by either the trustee under the indenture or the holders of at least 25% in aggregate principal amount of the notes then outstanding.  If an event of default were to occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding could declare all unpaid principal and accrued interest on the Notes then outstanding to be immediately due and payable.  The Company believes that this technical default will be remediated with the filing of the 2004 Form 10-K.

 

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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 and its audit committee and the anticipated timing and nature of filings with the Securities and Exchange Commission, 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.

 

Investor Contacts

Carolyn Bass or Nate Wright

Investor Relations for UTStarcom

Market Street Partners

415-445-3234 or 415-445-3232

 

6



 

UTStarcom, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three months ended

 

Year ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

December 31,

 

 

 

2004

 

2004

 

2004

 

2004

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

622,292

 

$

689,628

 

$

645,016

 

$

746,645

 

$

2,703,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of net sales

 

446,258

 

513,358

 

507,882

 

634,457

 

2,101,955

 

Gross profit

 

176,034

 

176,270

 

137,134

 

112,188

 

601,626

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

66,943

 

67,830

 

74,916

 

106,014

 

315,703

 

Research and development

 

45,658

 

52,592

 

56,026

 

64,769

 

219,045

 

In-process research and development

 

 

1,400

 

 

 

1,400

 

Amortization of intangible assets

 

2,973

 

3,334

 

3,639

 

5,605

 

15,551

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

115,574

 

125,156

 

134,581

 

176,388

 

551,699

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

60,460

 

51,114

 

2,553

 

(64,200

)

49,927

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expenses)

 

9,057

 

4,962

 

1,295

 

(627

)

14,687

 

Equity in income (loss) of affiliated companies

 

(997

)

(1,201

)

(727

)

1,625

 

(1,300

)

Income (loss) before income taxes and minority interest

 

68,520

 

54,875

 

3,121

 

(63,202

)

63,314

 

Income tax expense (benefit)

 

13,704

 

10,975

 

(1,906

)

(32,614

)

(9,841

)

Minority interest in earnings of consolidated subsidiaries

 

(50

)

(37

)

(40

)

412

 

285

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

54,766

 

$

43,863

 

$

4,987

 

$

(30,176

)

$

73,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.48

 

$

0.39

 

$

0.04

 

$

(0.26

)

$

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.40

 

$

0.33

 

$

0.04

 

$

(0.26

)

$

0.56

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in per-share calculation:

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

114,614

 

113,773

 

113,945

 

114,211

 

114,135

 

- Diluted

 

139,325

 

136,095

 

133,226

 

114,211

 

135,541

 

 



 

UTStarcom, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

(Restated)

 

 

 

Three months ended

 

Year ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

December 31,

 

 

 

2003

 

2003

 

2003

 

2003

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

330,520

 

$

405,834

 

$

584,382

 

$

644,451

 

$

1,965,187

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of net sales

 

217,835

 

268,330

 

398,280

 

456,357

 

1,340,802

 

Gross profit

 

112,685

 

137,504

 

186,102

 

188,094

 

624,385

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

37,583

 

34,963

 

57,371

 

58,422

 

188,339

 

Research and development

 

26,812

 

36,078

 

44,723

 

47,639

 

155,252

 

In-process research and development

 

1,320

 

9,328

 

161

 

(123

)

10,686

 

Amortization of intangible assets

 

695

 

1,483

 

3,081

 

3,111

 

8,370

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

66,410

 

81,852

 

105,336

 

109,049

 

362,647

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

46,275

 

55,652

 

80,766

 

79,045

 

261,738

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expenses)

 

4,490

 

(1,357

)

(306

)

617

 

3,444

 

Equity in loss of affiliated companies

 

(975

)

(1,745

)

(1,560

)

(980

)

(5,260

)

Income before income taxes and minority interest

 

49,790

 

52,550

 

78,900

 

78,682

 

259,922

 

Income tax expense

 

8,622

 

9,100

 

13,661

 

14,016

 

45,399

 

Minority interest in earnings of consolidated subsidiaries

 

 

 

(35

)

1,044

 

1,009

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

41,168

 

$

43,450

 

$

65,204

 

$

65,710

 

$

215,532

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.38

 

$

0.43

 

$

0.63

 

$

0.63

 

$

2.08

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.37

 

$

0.36

 

$

0.50

 

$

0.51

 

$

1.75

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in per-share calculation:

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

107,358

 

100,698

 

102,814

 

103,814

 

103,659

 

- Diluted

 

111,953

 

124,360

 

131,914

 

129,672

 

124,909

 

 



 

UTStarcom, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

December 31,

 

December 31,

 

 

 

2004

 

2003

 

 

 

 

 

(Restated)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

562,532

 

$

377,747

 

Short-term investments

 

136,283

 

48,617

 

Accounts receivable, net

 

719,625

 

325,288

 

Related parties accounts receivable, net

 

86,988

 

43,944

 

Notes receivable

 

26,982

 

11,362

 

Inventories, net

 

590,832

 

257,065

 

Deferred costs/Inventories at customer sites under contracts

 

206,309

 

550,215

 

Prepaid expenses

 

112,525

 

139,103

 

Current deferred income taxes

 

143,123

 

18,179

 

Restricted cash and short term investments

 

33,347

 

24,404

 

Other current assets

 

42,058

 

30,320

 

Total current assets

 

2,660,604

 

1,826,244

 

Property, plant and equipment, net

 

268,759

 

187,039

 

Long-term investments

 

35,590

 

24,066

 

Goodwill and intangible assets, net

 

278,838

 

144,231

 

Other long-term assets

 

72,819

 

62,470

 

Total assets

 

$

3,316,610

 

$

2,244,050

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

407,536

 

$

251,121

 

Short-term debt

 

351,183

 

1

 

Income taxes payable

 

143,778

 

14,265

 

Customer advances

 

323,938

 

450,499

 

Deferred revenue

 

66,941

 

44,958

 

Other

 

242,157

 

173,911

 

Total current liabilities

 

1,535,533

 

934,755

 

 

 

 

 

 

 

Long-term debt

 

410,655

 

410,655

 

Minority interest in consolidated subsidiaries

 

5,025

 

5,309

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

144

 

131

 

Additional paid-in capital

 

1,123,065

 

654,483

 

Deferred stock compensation

 

(6,102

)

(7,761

)

Retained earnings

 

243,477

 

243,058

 

Other comprehensive income

 

4,813

 

3,420

 

Total stockholders’ equity

 

1,365,397

 

893,331

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

3,316,610

 

$

2,244,050

 

 



 

UTStarcom, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unauditied)

 

 

 

Years ended

 

 

 

December 31,

 

December 31,

 

 

 

2004

 

2003

 

 

 

 

 

(Restated)

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

73,440

 

$

215,532

 

Adjustment to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

75,643

 

44,708

 

Non-qualified stock option exercise tax benefits

 

3,992

 

15,364

 

Loss on sale of assets

 

2,201

 

1,920

 

Loss on impairment of goodwill and intangible assets

 

12,706

 

 

Loss on sale of notes receivable

 

 

2,286

 

In-process research and development costs

 

1,400

 

10,686

 

Amortization of debt issuance costs

 

2,332

 

1,953

 

Warrants adjustment to fair value

 

(46

)

(424

)

Loss (gain) on sale of investment

 

(1,912

)

73

 

Impairment of long-term investment

 

1,608

 

75

 

Stock compensation expense

 

519

 

4,302

 

Allowance for doubtful accounts

 

21,284

 

4,922

 

Inventory reserve

 

47,762

 

23,388

 

Equity in loss of affiliated companies

 

1,300

 

5,260

 

Deferred income taxes

 

(117,021

)

(10,675

)

Minority interest in earnings of consolidated subsidiary

 

(285

)

(1,009

)

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(455,865

)

(151,863

)

Inventories

 

(243,496

)

(81,618

)

Deferred costs/Inventories at customer sites under contracts

 

328,894

 

(317,997

)

Other current and non-current assets

 

(8,164

)

(103,289

)

Accounts payable

 

98,281

 

(5,906

)

Income taxes payable

 

129,517

 

1,262

 

Customer advances

 

(134,157

)

294,163

 

Deferred revenue

 

21,918

 

27,379

 

Other current liabilities

 

43,143

 

64,681

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

(95,006

)

45,173

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Additions to property, plant and equipment

 

(135,575

)

(123,214

)

Investment in affiliates, net of cash acquired

 

(19,292

)

(661

)

Issuance of note receivable to related party

 

 

(10,071

)

Purchase of businesses, net of cash acquired

 

(217,751

)

(106,713

)

Proceeds from disposal of property, plant and equipment

 

428

 

21

 

Purchase of intangible assets

 

(4,158

)

(2,340

)

Change in restricted cash

 

(8,943

)

(3,153

)

Purchase of short-term investments

 

(319,253

)

(147,544

)

Proceeds from sale of short-term investments

 

236,497

 

217,180

 

 

 

 

 

 

 

Net cash used in investing activities

 

(468,047

)

(176,495

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Issuance of stock, net of expenses

 

25,736

 

58,878

 

Purchase of convertible bond hedge and call option

 

 

(43,792

)

Proceeds from borrowing

 

390,000

 

422,976

 

Payments for borrowing

 

(40,000

)

(23,389

)

Repurchase of stock

 

(107,569

)

(139,609

)

Proceeds from equity offering

 

474,554

 

 

Proceeds from stockholder notes

 

 

282

 

 

 

 

 

 

 

Net cash provided by financing activities

 

742,721

 

275,346

 

Effect of exchange rate changes on cash

 

5,117

 

1,779

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

184,785

 

145,803

 

Cash and cash equivalents at beginning of year

 

377,747

 

231,944

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

$

562,532

 

$

377,747