Ulticom Announces Completion of Audit Committee Investigations and Provides Anticipated Investigation-Related Financial Statement Adjustments

SOURCE:

Ulticom, Inc.

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”) (PINKSHEETS: ULCM) filed a Form 8K with the SEC on March 28, 2008 announcing that the

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.

Contact:
Chris Tunnard
Ulticom Inc.
1020 Briggs Rd.
Mount Laurel, NJ 08054
856-787-2972

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