-----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, PeOjXF6F+FWDJucQsW7q115iUWod+VejoHSazCxhGCK9PcCRh07WLRTcnlO8qfiP QzkbfS4jLR4NK/3ouMq/kg== 0001012870-01-001493.txt : 20010409 0001012870-01-001493.hdr.sgml : 20010409 ACCESSION NUMBER: 0001012870-01-001493 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTIVE BROADBAND CORP CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-07428 FILM NUMBER: 1592107 BUSINESS ADDRESS: STREET 1: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: ADAPTIVE BROADBAND CORPORATION STREET 2: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA MICROWAVE INC DATE OF NAME CHANGE: 19920703 NT 10-K 1 0001.txt FORM NT 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-7428 CUSIP NUMBER 00650M104 NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: [X] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: December 31, 2000 Read attached instruction sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A PART I REGISTRANT INFORMATION Full name of registrant: Adaptive Broadband Corporation Former name if applicable: California Microwave, Inc. Address of principal executive office: 1143 Borregas Avenue City, state and zip code: Sunnyvale, California 94089 PART II RULE 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to rule 12b-25(b), the following should be completed. (Check box if appropriate.) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [X] (c) The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 11-K, 20-F, 10-Q and 10-QSB, N-SAR or the transition report or portion thereof could not be filed within the prescribed period. On March 15, 2001, the Registrant announced that it expects to restate its revenue and cost of revenue for the quarter ended June 30, 2000 because of a sales transaction recorded during the quarter that the Registrant now believes should not have been recognized. At the same time, the Registrant announced that its management team is working with its Board of Directors, auditors and outside counsel to determine whether any other similar transactions exist in the same or other accounting periods, and if so, what actions, if any, may need to be taken with respect to them. The pendency of this review has made it impracticable for the Registrant to perform all the tasks necessary to produce financial statements which then could be audited by Ernst & Young LLP for the transition period ended December 31, 2000. As a result, the Transition Report on Form 10-K for the period July 1, 2000 through December 31, 2000 cannot be completed and filed by April 2, 2001 without unreasonable effort or expense. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Kenneth J. Wees (408) 732-4000 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [ ] Yes [X] No 10-K/A Amendment No. 1 June 30, 2000 (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Registrant anticipates that its results of operations for the transition period ended December 31, 2000 will be significantly different from the corresponding period for the previous year. An explanation of these changes is set forth in the Registrant's press release dated January 25, 2001, which is attached hereto as an exhibit and incorporated herein by reference. As noted above, however, there can be no assurance that the results reported in the press release will not have to change until the special committee has made its final determination. ADAPTIVE BROADBAND CORPORATION (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date April 2, 2001 By /s/ Kenneth J. Wees ------------------- Kenneth J. Wees Vice President, General Counsel and Secretary Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omission of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 1. This form is required by Rule 12b-25 (17 CFD 240, 12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of the public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter). EX-99.(12B-25(C)) 2 0002.txt ACCOUNTANT'S STATEMENT REQUIRED BY RULE 12-B25(C) Exhibit 12b-25(c) [Ernst & Young LLP letterhead] April 2, 2001 Adaptive Broadband Corporation 1143 Borregas Avenue Sunnyvale, California 94089 In accordance with the notification to the Securities and Exchange Commission on Form 12b-25 of Adaptive Broadband Corporation's inability to timely file its annual report on Form 10-K for the transition period ended December 31, 2000, the factors described in the succeeding paragraph make impractical the submission of our report as of a date which will permit timely filing of your 2000 annual report to the Commission. On March 15, 2001, Adaptive Broadband Corporation (the "Registrant") announced that it expected to restate its revenue and cost of revenue for the quarter ended June 30, 2000 because of a sales transaction recorded during the quarter that the Registrant now believes should not have been recognized. At the same time, the Registrant announced that its management team is working with its Board of Directors, outside counsel and with us to determine whether any other similar transactions exist in the same or other accounting periods, and if so, what actions, if any, may need to be taken with respect to them. The pendency of this review has made it impractical for the Registrant to perform all of the tasks necessary to produce financial statements for the transition period ended December 31, 2000 which could then be audited by us. You are authorized to attach a copy of this letter as an exhibit to Form 12b-25 to the Securities and Exchange Commission. Very Truly Yours, /s/ Ernst & Young LLP EX-99.(PARTIV3) 3 0003.txt PRESS RELEASE Exhibit Part IV. Question (3) FOR IMMEDIATE RELEASE Thursday, January 25, 2001 ADAPTIVE BROADBAND REPORTS RESULTS FOR FY2001 SECOND QUARTER ENDED DECEMBER 31, 2000 $8.4 Million in Revenue in Line with Lowered Expectations; $80 million in Cash; No Debt Sunnyvale, California-ADAPTIVE BROADBAND CORPORATION (Nasdaq National Market: ADAP) reported today results for its fiscal year 2001 second quarter ended - ---- December 31, 2000. The company reported revenue of $8.4 million, compared to $2.2 million for the comparable first quarter last year and to $24.2 million for its 2001 first quarter. New orders booked for its AB-Access high-speed, fixed wireless broadband product totaled $12.3 million; backlog at December 31 was $21.4 million, after a $55 million backlog adjustment which includes rescheduling customer orders due to softness in the U.S. Competitive Local Exchange Carrier (CLEC) market. For the quarter, the company reported a gross margin of 35% and a net loss from continuing operations, which reflect solely the results of the AB-Access wireless broadband business, of $9.2 million, or $.24 per share, excluding charges of $53.4 million to provide reserves for certain assets. The $53.4 million of charges include a provision to reserve inventory of $1.0 million, bad debt of $ 15.4 million, investment impairments of $16.1 million, and deferred tax assets of $20.9 million. Including these charges, the net loss from continuing operations was $62.6 million, or $1.66 per share. For the same quarter last year, the net loss from continuing operations was $6.3 million, or $.20 per share. The company completed a short fiscal year on December 31, 2000, and now has aligned its fiscal year with the calendar year. "As we stated in our pre-announcement earlier this month, we deferred shipment of $13 million in contracted shipments to a major domestic customer, Fuzion Wireless Communications, due to a $12.4 million overdue receivable stemming from joint business development and financing issues between the two companies. While we believe that Fuzion has a viable business plan as a service provider, given the extreme devaluations of other companies in similar businesses, and the more difficult capital markets environment, we felt it prudent to provide a reserve for the overdue receivable and for our Fuzion-related investments," commented Peter J. Maloney, Adaptive Broadband's executive vice president and chief financial officer. "In addition, due to the softness in the U.S. CLEC market, we have reserved for $1.0 million of accessory inventory and $20.9 million of deferred tax assets. The deferred tax assets represent benefits for losses incurred while we were operating the legacy businesses which were divested during the September quarter," continued Mr. Maloney. New Management Team to Release Long-Term Growth Plan February 22 "Total demand has not changed for our AB-Access product, but the financial condition of the U.S CLEC market has experienced a significant decline. We are working with our current customers to help them reschedule and meet their aggregate contracted forecasts, and we believe that over the next two to three quarters, CLEC financing issues will start to ease if interest rates are lowered. Additionally, we anticipate that we will see positive results from our aggressive pursuit of the international market. Until such developments occur, however, we expect flat to moderate revenue growth. We are in the process of completing our annual planning process for our new fiscal year 2001, and are conducting a thorough analysis of our product, market and financial strategies, as well as developing a plan to rationalize our cost structure to support both our near-term revenue opportunities and focus our product and market development investments on areas that will provide optimal returns. We plan to announce the results of our strategic plan and our financial outlook via press release and conference call on February 22," commented Dr. Daniel L. Scharre, Adaptive Broadband's president and chief executive officer. "Immediately, we are accelerating our product cost reduction program so that we can address broader markets and provide our customers with greater flexibility in their business models. As financing capabilities return to the CLEC market, we expect to see stronger players as a result of consolidation. We will also expand our sales channels both internally and by adding other resellers and channel partners to address international opportunities. Currently, including our direct sales force and our resellers, we have sold our products to 100 customers worldwide," continued Dr. Scharre. Domestic Trend: Utilities Backing Wireless Broadband Carriers Over the past several years, a significant number of public utilities in the U.S. have either entered or committed to entering the broadband communications business. Expanding into broadband is a natural evolution for companies that already own the infrastructure--extensive private fiber and/or microwave networks and pole lines established for telemetry and internal communications that follow the power lines or pipelines. Recently, Adaptive Broadband has received contracts from carriers which are being backed financially by established utilities. A few examples follow: Enron (NYSE:ENE), a diversified gas and electric utility service provider has built a separate business around broadband communications. Through its investment arm, Enron Investment Partners, Enron has invested in Integrated Communications Providers, such as DATACentric Broadband, an AB-Access customer. The Central Iowa Power Cooperative (CIPCO) and RACOM Corporation have partnered to form a new company, The Web Unwired, to provide broadband wireless Internet access in the upper Midwest. CIPCO had a need to monitor customers' power loads and wished to offer multiple services. RACOM Corporation, a two-way radio company, owned towers and access to fiber. Using AB-Access exclusively for last mile access, The Web Unwired, serves 60% business customers and 40% residential in its market penetration. REANET(TM) Corporation was founded in 1997 by two southwest Colorado rural electric cooperatives to bring advanced telecommunications to their members' markets. REANET's stockholders include several rural electric companies and telecommunications partners. REANET, also is a new AB-Access customer. About Adaptive Broadband Adaptive Broadband (www.adaptivebroadband.com) is a data networking solutions ------------------------- company that is developing leading-edge technology for the deployment of broadband wireless communication over the Internet. Its AB-Access fixed wireless broadband platform bridges the last mile, replacing the local loop for corporate and small business subscribers. Combining a leading packet-on-demand technology and time division duplexing, it offers data transmission at rates up to 25 Mbps - -- providing the capability for voice, real-time video conferencing, transmission of full streaming video, web surfing, and transmission of data files - all simultaneously and over one connection. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, such as Adaptive Broadband's potential success in achieving product cost reductions. All forward-looking statements are based on current information, and Adaptive Broadband assumes no obligation to update such statements. Forward-looking statements involve risks and uncertainties, and actual events or results may differ materially from those suggested by a forward-looking statement. Factors which could cause actual events or results to differ materially include, but are not limited to, fluctuations in quarterly results, delays in receipt of orders or in the shipment of products, delays in the recovery of data communications and Internet markets and delays in product cost reductions. These and other risks are set forth in Adaptive Broadband's filings with the Securities and Exchange Commission, such as the most recent reports on Form 10-Q and Form 10-K. For Further Information Contact: - -------------------------------- Stephanie M. Day Investor Information Line: Vice President-Investor Relations and (Toll-free) 1-888-225-6789 Corporate Communications http://www.adaptivebroadband.com (408) 743-3429 -------------------------------- (408) 743-3482 Fax sday@adaptivebroadband.com - -------------------------- Adaptive Broadband's fiscal 2001 second-quarter conference call will be available on Thursday, January 25 at 2:30 PM (PST) at www.adaptivebroadband.com ------------------------- and at www.streetfusion.com. The call also will be available on Adaptive -------------------- Broadband's toll-free shareholder information line, (888) 225-6789. Replays will be available on the Web sites and on the information line for one week. -----END PRIVACY-ENHANCED MESSAGE-----