Ulticom Announces Completion of Audit Committee Investigations and Provides Anticipated Investigation-Related Financial Statement Adjustments
2008-03-31 04:00:00
Ulticom Announces Completion of Audit Committee Investigations and Provides Anticipated Investigation-Related Financial Statement Adjustments
MOUNT LAUREL, NJ–( EMWNews – March 31, 2008) – Ulticom, Inc. (the “Company”) (
Audit Committee of the Board of Directors of the Company (the “Audit
Committee”) has concluded its previously announced investigations into
historical option grant practices and certain historical accounting
practices not related to stock options and has presented its formal
findings and recommendations to the Company’s Board of Directors. The
Company filed the Audit Committee’s summary of its findings and
recommendations as an exhibit to a Current Report on Form 8-K under the
Securities Exchange Act of 1934. The Company also provided anticipated
adjustments to previously reported pre-tax income/(loss) in connection with
the investigation-related financial restatement. As described below,
independent of the investigations, the Company’s evaluation of certain
revenue recognition practices under AICPA Statement of Position 97-2 (“SOP
97-2”) is ongoing.
Audit Committee Investigations
“The completion of the Audit Committee investigations represents an
important step forward for the Company, both to ensure that we understand
and address all historical issues and to provide the basis for the
Company’s upcoming financial restatement and filings with the Securities
and Exchange Commission. The Board fully supports the actions of the Audit
Committee and is committed to ensuring that the highest standards of
financial reporting and internal controls are maintained at the Company,”
said Andre Dahan, Chairman of the Board of the Company and Chief Executive
Officer of Comverse Technology, Inc.
The Audit Committee released the following statement: “We support the
Company in its ongoing efforts to complete its financial restatement and to
regain the confidence of the investing public. As is discussed in the
summary of our report, we have recommended and the Board of Directors has
adopted remedial measures to raise awareness regarding compliance matters
at the Company and to monitor and strengthen the Company’s internal
controls.” Remedial measures to be implemented to address the Audit
Committee’s findings relating to historical stock option practices include
(i) elimination of the use of written consents for option grants, (ii)
having the Company’s General Counsel administer the stock option grant
process and (iii) conducting an annual internal audit of the Company’s
stock option grant process with an emphasis upon compliance and
documentation.
Remedial measures to be implemented relating to the investigation into
historical accounting practices not related to stock option grants include
(i) quarterly reviewing the Company’s financial reporting and accounting
functions with an emphasis upon accruals and revenue deferrals, (ii)
convening periodic meetings among the Company’s independent registered
public accounting firm audit team, the Company’s CEO, CFO, General Counsel
and the Chair of the Company’s Audit Committee for the purpose of
discussing any issues or information of relevance to the Company’s
financial statements and financial reporting process, (iii) conducting
education and training for Company employees to emphasize ethical conduct
in all aspects of its operations, including in particular personnel
involved in the financial reporting process or accounting-related
functions, (iv) elevating the role of the General Counsel in the
organization and (v) mandating that the current Chief Financial Officer
attend continuing education at his own expense to improve his future
performance.
Financial Statement Adjustments
In its April 17, 2006 Current Report on Form 8-K, the Company disclosed
that its financial statements for each of the fiscal years ended January
31, 2005, 2004, 2003 and 2002 and any related reports of its independent
registered public accounting firm should no longer be relied upon. In
addition, on November 29, 2007, the Company announced that it has
determined that it will need to restate its historical financial statements
for the 1996 through 2004 fiscal years (year ended December 31, 1996
through year ended January 31, 2005). The required adjustments stem from
(i) the fact that the stated dates of certain of the Company’s stock option
awards differed from the measurement dates required to be used for
accounting purposes to determine the value of such awards, (ii) excessive
accruals in certain historical periods and (iii) inappropriate deferral of
revenue relating to certain intercompany transactions between the Company
and one of its Comverse affiliates. The estimates of such adjustments and
charges have the effect of decreasing the previously reported income from
operations, pre-tax income and retained earnings (or increasing the
previously reported loss from operations and pre-tax loss) contained in the
Company’s historical financial statements.
The impact of the investigation-related restatements on previously reported
pre-tax income/(loss) is shown in the table below. More detail surrounding
each category of adjustment is provided in the subsequent tables contained
in this press release. Investors are cautioned that the financial
information presented in this press release is subject to further
adjustment as the Company completes its analysis. In particular, on
November 29, 2007, the Company disclosed that it was conducting an
evaluation of its revenue recognition practices independent of the
historical stock option and accounting practices investigations. The
Company believes that it must adjust previously provided sales information
as a result of such evaluation but is currently unable to determine the
amounts of such adjustments. Accordingly, the adjustments shown in the
tables below do not represent all adjustments which the Company anticipates
will be made to its historical financial statements. The causes of the
investigation-related adjustments reflected below are described in greater
detail in the summary of the Audit Committee report filed as Exhibit 99.1
to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission today.
Aggregate Investigation-Related Adjustments
Increase/(Decrease) to Pre-tax Income (In thousands) Adjustments Related to Adjustments Related Historical Stock Option to Historical Period ended Grant Practices Accounting Practices 12/31/1996 (1) $ (15.2) $ 307.5 12/31/1997 (79.7) 341.6 1/31/1998 (2) (5.0) (191.6) 1/31/1999 (55.2) 591.0 1/31/2000 (50.0) (14.4) 1/31/2001 (434.2) 2,032.3 1/31/2002 (1,411.1) (1,738.4) 1/31/2003 (446.5) (742.7) 1/31/2004 (1,027.6) (554.3) 1/31/2005 (650.5) - ---------- ---------- Cumulative $(4,175.0) $ 31.0 ========== ========== (1) Represents cumulative impact on 12/31/1996 Retained Earnings before tax (2) One month stub period for change in fiscal year end
Adjustments Relating to Historical Stock Option Grant Practices
The summary of the Audit Committee report describes eight stock option
grants for which historical grant dates were selected. With respect to
these eight option grants, due to downward movement in the price of the
Company’s stock during the period between the selected grant date and the
measurement date for accounting purposes, only three of the option grants
resulted in significantly advantageous exercise prices for the grantees and
significant stock-based compensation expense for the Company. These grants
occurred in July 2000, December 2000, and March 2001. A fourth grant in
July 2002 resulted in a stated exercise price that was lower than the
actual exercise price by $0.10 per share and relatively small amounts of
compensation expense. With respect to the other four grants, the practice
of selecting historical measurement grant dates resulted in either the same
or disadvantageous exercise prices for the grantees, and accordingly no
stock-based compensation expense was incurred from those grants.
As previously disclosed and as a separate matter from the Audit Committee
findings and conclusions discussed herein, the Company has been advised by
Comverse that four tranches of option grants made by Comverse to the
Company’s employees during the period 1995 through 1997, when the Company
was a wholly owned subsidiary of Comverse, had inappropriate historical
measurement grant dates. Ulticom was also required to record stock-based
compensation expense relating to those option grants.
The Company estimates that the aggregate required adjustment to its
non-cash stock based compensation expense resulting from dating
inaccuracies in historical stock option grants was approximately $4.175
million pre-tax and 2.6 million net of taxes. The Company also estimates
an aggregate charge of approximately $0.2 million for withholding taxes and
related penalties and interest relating to certain historical stock option
grants. The adjustments for years prior to 2000 result from dating
inaccuracies in historical option grants made by Comverse to the Company’s
employees when the Company was a wholly owned subsidiary of Comverse. Such
expense will be incurred in each of the Company’s fiscal years with an
estimated impact on pre-tax income as shown in the table below.(3)
Increase/ (Decrease) Pre-Tax Income (In thousands) Total Non-Cash Stock-Based Total Withholding, Compensation Penalties and Period ended Expense Interest Expense Total Expense 12/31/1996 $ (15.2) $ - $ (15.2) 12/31/1997 (79.7) - (79.7) 1/31/1998 (4) (5.0) - (5.0) 1/31/1999 (55.2) - (55.2) 1/31/2000 (50.0) - (50.0) 1/31/2001 (434.2) - (434.2) 1/31/2002 (1,411.1) - (1,411.1) 1/31/2003 (446.5) - (446.5) 1/31/2004 (1,008.7) (18.9) (1,027.6) 1/31/2005 (545.7) (104.8) (650.5) --------- --------- --------- Cumulative Pre-Tax Adjustment to Income $(4,051.3) $ (123.7) $(4,175.0) ========= ========= =========
Financial Statement Adjustments Relating to Historical Accounting Practices
Not Related to Stock Options
A restatement of the Company’s historical financial statements is required
as a result of excessive accruals in certain fiscal periods and improper
deferral of revenues relating to certain intercompany contracts between the
Company and Comverse or its affiliates. The adjustments to the Company’s
historical financial statements will impact the Company’s previously
reported pre-tax income as shown in the table below.(5)
(3) The Company cautions investors that these estimates are preliminary results which are not audited and are further subject to adjustment as the Company completes its restatement process. (4) One month stub period for change in fiscal year end (5) The Company cautions investors that these estimates are preliminary results which are not audited and are further subject to adjustment as the Company completes its restatement process. Increase/ (Decrease) Pre-Tax Income (In thousands) Adjustments Adjustments Adjustments to Expenses to Sales to Cost of Goods Related to Related to Sold Related Reserves and Deferred to Deferred Total Period ended Accruals Revenue Revenue Adjustments 12/31/1996 (6) $ 307.5 $ - $ - $ 307.5 12/31/1997 341.6 - - 341.6 1/31/1998 (7) (191.6) - - (191.6) 1/31/1999 (247.7) 1,162.5 (323.8) 591.0 1/31/2000 52.7 (229.5) 162.4 (14.4) 1/31/2001 2,493.9 (623.0) 161.4 2,032.3 1/31/2002 (1,428.4) (310.0) - (1,738.4) 1/31/2003 (742.7) - - (742.7) 1/31/2004 (554.3) - - (554.3) 1/31/2005 - - - - --------- --------- --------- ---------- Cumulative Pre- Tax Adjustment to Income $ 31.0 $ - $ - $ 31.0 ========= ========= ========= ========== (6) Represents cumulative impact on 12/31/1996 Retained Earnings before tax (7) One month stub period for change in fiscal year end.
Review of Revenue Recognition Practices
In its November 29, 2007 Current Report on Form 8-K, the Company disclosed
that it was conducting an evaluation of certain revenue recognition
practices and that the Company determined that under SOP 97-2, it should
have deferred a portion of the sales that were recognized under certain
customer contracts, amounting to the fair value of the first-year software
maintenance included under such contracts, to subsequent fiscal periods in
the following twelve months. In order to be able to defer only the first
year maintenance value under the customer contracts at issue, the Company
must establish that vendor specific objective evidence (“VSOE”) exists for
the fair value of the first year of software maintenance included under the
contracts. Although the Company believes that VSOE of fair value exists,
the absence of VSOE generally would result in the deferral of the entire
software license contract revenue and its recognition over the subsequent
fiscal periods in the following twelve months. The absence of VSOE would
impact the timing of revenue recognition but would not call into question
the validity of the underlying transactions or revenue. The Company has
also determined that revenue related to development kit should be deferred
over the life of the development kit. The Company believes that it must
adjust previously provided sales information but is currently unable to
determine the extent of such adjustments. The Company intends to provide
updated sales information to investors as soon as practical once the SOP
97-2 review is complete.
The Company’s ability to file required financial reports is delayed, and
the Company currently cannot provide an update as to when it expects to
become current in its financial reports. The completion of the Company’s
financial statements could be dependent in part on the Company’s reasonable
assurance that no further accounting issues that may impact the Company
will be identified by Comverse during its preparation and audit of its
financial statements.
The Company is working diligently to complete its restatement of previously
reported financial results in order to become current in its filings with
the Securities and Exchange Commission. The Company’s independent
registered public accounting firm is in the process of auditing the
Company’s financial statements for fiscal 2005, 2006 and 2007 (years ended
January 31, 2006, January 31, 2007 and January 31, 2008), for which
periods’ financial statements have not previously been filed on Form 10-K.
Evaluation of Internal Controls over Financial Reporting
Management is testing and evaluating the Company’s internal controls over
financial reporting as of fiscal 2007 (year ended January 31, 2008) to
determine whether any control deficiencies existed as of those dates that
may constitute material weaknesses. In addition, management is evaluating
whether its internal controls disclosures for earlier periods are still
appropriate and will supplement its original disclosures to the extent
necessary. Although the Company has not yet completed its analysis, the
Company has determined that it is highly likely that it had a material
weakness in internal control over financial reporting during certain fiscal
periods. A material weakness is a control deficiency, or a 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 existence of one or more material
weaknesses would preclude management from concluding that its internal
control over financial reporting was effective as of a certain date.
Note: This Release contains “forward-looking statements” for purposes of
the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. These forward looking statements include those related to
the effects of the delisting of the Company’s securities from The NASDAQ
Stock Market, the completion of the restatement of the Company’s financial
statements, and the filing of delinquent reports on Form 10-K and Form
10-Q. There can be no assurances that forward-looking statements will be
achieved, and actual events or results could differ materially from the
results predicted or from any other forward-looking statements made by, or
on behalf of, the Company, and should not be considered as an indication of
future events or results. Important factors that could cause actual results
to differ materially include: the results of the Audit Committee’s review
of matters relating to the Company’s stock option practices and other
accounting matters; the results of Comverse’s review of its stock option
awards as applicable to employees of the Company; the impact of any
restatement of the financial statements of the Company or other actions
that may be taken or required as a result of such reviews; the Company’s
inability to file required reports with the Securities and Exchange
Commission; the risks of dealing with potential claims and proceedings that
may be commenced concerning such matters; risks associated with the
delisting of the Company’s shares from The NASDAQ Stock Market and the
quotation of the Company’s common stock in the “Pink Sheets,” including any
adverse effects related to the trading of the stock due to, among other
things, the absence of market makers; risks of litigation and of
governmental investigations or proceedings arising out of or related to the
Company’s stock option grants or any restatement of the financial
statements of the Company; risks associated with the development and
acceptance of new products and product features; risks associated with the
Company’s dependence on a limited number of customers for a significant
percentage of the Company’s revenues; changes in the demand for the
Company’s products; changes in capital spending among the Company’s current
and prospective customers; aggressive competition may force the Company to
reduce prices; risks associated with rapid technological changes in the
telecommunications industry; risks associated with making significant
investments in the expansion of the business and with increased
expenditures; risks associated with holding a large proportion of the
Company’s assets in cash equivalents and short-term investments; risks
associated with the Company’s products being dependent upon their ability
to operate on new hardware and operating systems of other companies; risks
associated with dependence on sales of the Company’s Signalware products;
risks associated with future networks not utilizing signaling systems and
protocols that the Company’s products are designed to support; risks
associated with the products having long sales cycles and the limited
ability to forecast the timing and amount of product sales; risks
associated with the integration of the Company’s products with those of
equipment manufacturers and application developers and the Company’s
ability to establish and maintain channel and marketing relationships with
leading equipment manufacturers and application developers; risks
associated with the Company’s reliance on a limited number of independent
manufacturers to manufacture boards for the Company’s products and on a
limited number of suppliers for board components; risks associated with
becoming subjected to, defending and resolving allegations or claims of
infringement of intellectual property rights; risks associated with others
infringing on the Company’s intellectual property rights and the
inappropriate use by others of the Company’s proprietary technology; risks
associated with the Company’s ability to retain existing personnel and
recruit and retain qualified personnel; risks associated with the increased
difficulty in relying on equity incentive programs to attract and retain
talented employees and with any associated increased employment costs;
risks associated with rapidly changing technology and the ability of the
Company to introduce new products on a timely and cost-effective basis;
risks associated with changes in the competitive or regulatory environment
in which the Company operates; and other risks described in filings with
the Securities and Exchange Commission. These risks and uncertainties, as
well as others, are discussed in greater detail in the filings of Ulticom
with the Securities and Exchange Commission, including our most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. All such documents are available through
the SEC’s website at www.sec.gov or from Ulticom’s web site at
www.ulticom.com. Ulticom makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances
after the date any such statement is made.
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