-----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, GWyR9OzKs5vkFBzUi3Q6f8+nswHHZTkS9r/QokAT/BaFFBfuN0vcY/hWQYpfsqr1 DcMvap2EOJat2fJH57z+qA== 0000950149-01-000364.txt : 20010320 0000950149-01-000364.hdr.sgml : 20010320 ACCESSION NUMBER: 0000950149-01-000364 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRICOM INC / DE CENTRAL INDEX KEY: 0000884318 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770294597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19903 FILM NUMBER: 1571648 BUSINESS ADDRESS: STREET 1: 980 UNIVERSITY AVE CITY: LOS GRATOS STATE: CA ZIP: 95030 BUSINESS PHONE: 4083998200 MAIL ADDRESS: STREET 1: 980 UNIVERSITY AVE CITY: LOS GATOS STATE: CA ZIP: 95030 8-K 1 f69934e8-k.txt METRICOM, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): February 8, 2001 METRICOM, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19903 77-0294597 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
333 WEST JULIAN STREET SAN JOSE, CALIFORNIA 95110 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 282-3000 ITEM 5. OTHER EVENTS. On February 8, 2001, Metricom, Inc., a Delaware corporation (the "Company"), announced that it was scaling back the deployment of its high-speed network and that it only had enough funding for its operations and network build out into the second half of 2001. The Company further stated that, in the absence of financing, it would not have sufficient resources to continue operations. The press release announcing the Company's new deployment plans and financial condition is attached hereto as Exhibit 99.1. On February 21, 2001, the Company announced that its chairman and chief executive officer, Timothy A. Dreisbach, had resigned his positions at the Company. In the announcement, the Company stated that Ralph C. Derrickson has been named interim chief executive officer. The press release announcing the resignation and new appointment is attached hereto as Exhibit 99.2. On March 15, 2001, the Company announced that it was reducing its workforce by 179 employees and that two of its officers, Robert Mott, Senior Vice President of Engineering, and James Wall, Chief Financial Officer, had resigned. David J. Pangburn, the Company's controller, was announced as Mr. Wall's replacement. The press release announcing the reduction in force and resignations is attached hereto as Exhibit 99.3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) Exhibits.
EXHIBIT NO. DESCRIPTION 99.1 Press Release of Metricom, Inc, dated as of February 8, 2001. 99.2 Press Release of Metricom, Inc., dated as of February 21, 2001. 99.3 Press Release of Metricom, Inc., dated as of March 15, 2001.
1 2 SIGNATURES 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. METRICOM, INC. Date: March 19, 2001 By: /s/ Dale W. Marquart -------------------------------------- Dale W. Marquart Vice President and General Counsel 2 EX-99.1 2 f69934ex99-1.txt METRICOM PRESS RELEASE DATED FEBRUARY 8, 2001 1 EXHIBIT 99.1 NEWS RELEASE METRICOM REPORTS FOURTH QUARTER 2000 RESULTS RICOCHET, FASTEST MOBILE WIRELESS INTERNET SERVICE, COVERS 48 MILLION IN 15 MARKETS DEPLOYMENT POSTPONED PENDING ADDITIONAL FUNDING SAN JOSE, CALIFORNIA - FEBRUARY 8, 2001- Metricom, Inc. (Nasdaq: MCOM), a leading high-speed mobile wireless data network operator, today announced results for its fourth quarter and year ended December 31, 2000. For the fourth quarter of 2000, Metricom reported revenues of $2.4 million, compared with $4.9 million for the same period of 1999. The Company reported a net loss attributable to common stockholders of $114.4 million or $3.71 per share in the fourth quarter of 2000, compared with a net loss of $56.3 million or $2.51 per share for the same period of the prior year. Capital expenditures for the fourth quarter of 2000 totaled $201.6 million, compared with $27.4 million in the same period of 1999. Total cash, investments and restricted cash and investments at December 31, 2000 stood at $526.8 million, the decrease from the previous quarter's $792.2 million being driven by capital expenditures and an Operating Cash Flow Loss (Loss from Operations plus Depreciation and Amortization) of $95.0 million in the quarter. The deployment of the high-speed Ricochet network principally accounts for the net loss attributable to common stockholders and capital expenditures for the period. Metricom reported revenues of $11.8 million for the year, compared with $18.5 million for 1999. The Company reported a net loss attributable to common stockholders for 2000 of $245.4 million, or $8.15 per share; compared with a net loss of $104.5 million or $5.13 per share for 1999. In December, 2000, the company paid the annual dividend on its preferred shares in kind, which together with other non-cash items related to the preferred shares, aggregated $57.2 million. In addition, the Company made $645.7 million of capital expenditures primarily for network construction in progress in 2000, compared with $33.7 million in 1999. Revenues declined on a year-over-year basis due primarily to the Company's strategic decisions early in the year to license Utilinet operations to Schlumberger and to discontinue the sale of modems and subscriptions for its original Ricochet 28.8 kbps service. Metricom's 2000 results reflect the company's investment in the national deployment and commercial service launch of the nation's fastest mobile wireless data network. During 2000, Metricom commenced the launch of the first nationwide high-speed wireless internet and corporate LAN access system. Service is now available in 13 markets as high-speed service and two markets with the original 28.8 kbps service, for a total of 15 markets with a population under coverage of 48 million people. Service is now available in Atlanta, Baltimore, Dallas, Denver, Detroit, Houston, Los Angeles, Minneapolis, New York City, Philadelphia, Phoenix, San Diego, and San Francisco with high-speed service; and Seattle and Washington, D.C. with the original 28.8 kbps service. Total subscriber count at December 31, 2000 was 34,000, including 21,800 subscribers of our 28.8 kbps service and 12,200 subscribers of the newly launched 128 kbps service. This compared with subscriber count at the end of 1999 of 29,700 subscribers including no 128 kbps subscribers; and at September 30, 2000, of 25,900 subscribers including 2,500 128 kbps service subscribers. Average revenue per user, which is calculated quarterly, was $26.61 for the fourth quarter, up from $25.61 in the prior quarter. 1. 2 DEPLOYMENT POSTPONED PENDING ADDITIONAL FINANCING In recognition of the company's need to manage cash conservatively, it will be focusing 2001 deployment efforts on the most significant markets. Deployment in other markets will depend on additional funding. Timothy Dreisbach, Metricom's chairman and CEO commented, "While fourth quarter results were in line with the company's expectations, the reality of the tight capital markets requires that we scale back our deployment plans, and look internally for further operating efficiencies. This prudent approach reduces the amount of capital required and provides additional time to secure more extensive financing on favorable terms. We continue to work closely with our strategic partners and financial advisors in our efforts to secure permanent financing." The Company has funding for its operations and network build out into the second half of 2001. In the absence of financing, the business will not have sufficient resources to continue operations. We are looking at all alternatives and preparing to reduce staff and operations. FOURTH QUARTER AND YEAR-END RESULTS WEBCAST DETAILS Conference Date: February 8, 2001 Conference Time: 11:00 a.m. Eastern Time Webcast Information: www.Ricochet.com (http://www.Ricochet.com) on the Investor Relations page Webcast replay available through February 22, 2001 ABOUT METRICOM Metricom, Inc. is a leading high-speed mobile wireless data network operator. With its high-speed Ricochet mobile access, Metricom is making "information anytime" possible-at home, at the office, on the road, and on many devices. Founded in 1985, Metricom has spent more than 15 years on the development of its distinctive Micro Cellular Data Network (MCDN) technology. That experience enables Metricom to develop the fastest wireless mobile data networking and technology available today. Ricochet has operated a 28.8 kbps service since 1995. The new Ricochet, delivering user speeds of 128 kbps, is currently available in thirteen markets and is connected to two 28.8 kbps service areas to increase coverage for mobile professionals. For more information, please visit Metricom at www.metricom.com (http://www.metricom.com). Metricom and Ricochet are registered trademarks of Metricom, Inc. All other trademarks are the property of their respective owners. Statements made in this press release that are not historical facts, including those related to future market conditions, future funding requirements, future funding options, future subscriber growth, future capital expenditures, future competitors, future partners, future market rollouts and future technology, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. Among other things, the availability of financing and additional competition from existing and future competitors may impact the market. Projections of capital requirements, market size, partners, market acceptance, technological rollout and competition are estimated based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. All forward-looking statements are subject to the successful completion of the actions described in this press release. In addition to the factors set forth elsewhere in this press release, the economic, competitive, governmental, technological and other factors identified in Metricom's filings with the Securities and Exchange Commission could affect the forward looking statements contained in this press release. DEPLOYMENT FACT SHEET February 8, 2001 Deployment Update: Ricochet service is now available in 15 markets, covering 48 million people, 13 with 128 kbps high-speed service, and two with our original 28.8 kbps service. Subscribers are able to use their service in any of the 15 markets. Status of the build out: o Launched Ricochet 128 high-speed service in 13 markets: Atlanta, Baltimore, Dallas/Fort Worth, Denver, Detroit, Houston, Los Angeles (February 5, 2001), Minneapolis, New York City, Philadelphia, Phoenix, San Diego, and San Francisco. The high-speed service is integrated with 28.8 kbps service in the Seattle and Washington, D.C. markets. o Added new municipal agreements in 2000 covering nearly 22 million people for a total of 71 million. o Added new utility agreements in 2000 covering 51 million people for total of nearly 76 million. o Increased the number of wired access point (WAP) leases to 2,150 leases completed and over 200 in negotiation. Zoning has now been received for over 2,100 sites, architectural and engineering completed for over 1,900 sites and building permits received for 1,550 sites 2. 3 o Construction completed on 1,070 WAP sites with 250 more under construction at year-end. o Received from vendors over 2,100 WAP units, with another 230 at >90% complete at year-end. o Radios received (poletop and WAP radios) reached a cumulative 140,000. o Installed over 51,000 poletops during the year. Resellers: o WorldCom joined GoAmerica, Juno Online Services and Wireless WebConnect! actively selling Ricochet service. o Aether and IP Communications are expected to be actively selling Ricochet in the near future. o Self-Service Activation commenced, allowing users to purchase a modem off-the-shelf at a retail outlet and sign-up for Ricochet service directly over the Internet. Modems: o Received 57,700 Alps GS external modems. o Novatel commenced shipments of its Merlin Ricochet enabled PC card modems and they are now available through a number of outlets. o NatSteel GT modems are now available. o Sierra Wireless is expected to begin shipments of its AirCard 400 Ricochet enabled Network Interface Card shortly. o National Semiconductor continues to progress in design efforts for a Ricochet chipset that will reduce the size of the modem sufficiently to allow it to be incorporated directly into consumer devices in a variety of forms. Awards: The company and its Ricochet service received the following awards and recognition during the quarter: o Awarded "Best of Show" at Comdex and PC Expo o Named one of Business Week's "Best Products of 2000" o Listed in The Industry Standard's "The Standard 100" 3. 4 METRICOM, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
December 31, December 31, 2000 1999 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 315,309 $ 354,820 Restricted cash and cash equivalents 11,331 - Short-term investments 143,928 144,521 Restricted short-term investments 38,085 - Accounts receivable, net 2,409 2,387 Inventories, net 31,686 586 Prepaid expenses and other 11,480 3,116 ------------ ------------ Total current assets 554,228 505,430 Property and equipment, net 202,891 12,233 Network construction in progress 463,535 22,034 Other assets 14,740 6,950 Restricted long-term investments 18,166 - ------------ ------------ Total assets $ 1,253,560 $ 546,647 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT): Current liabilities: Accounts payable $ 89,115 $ 9,649 Accrued liabilities 38,973 12,642 Notes payable 876 4,521 ------------ ------------ Total current liabilities 128,964 26,812 ------------ ------------ Long-term debt 244,667 385 ------------ ------------ Other liabilities 554 321 ------------ ------------ Redeemable convertible preferred stock 614,976 573,329 ------------ ------------ Stockholders' Equity/(Deficit): Common stock 31 25 Warrants to purchase common stock 61,869 - Additional paid-in capital 783,252 283,763 Accumulated deficit (583,348) (337,988) Accumulated other comprehensive loss 2,595 - ------------ ------------ Total stockholders' equity/(deficit) 264,399 (54,200) ------------ ------------ Total liabilities and stockholders'equity/(deficit) $ 1,253,560 $ 546,647 ============ ============
4. 5 METRICOM, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED TWELVE MONTHS ENDED ------------------ -------------------- DEC 31, 2000 DEC 31, 1999 DEC 31, 2000 DEC 31, 1999 ------------ ------------ > ------------ ------------ (Unaudited) REVENUES: Service revenues $ 2,271 $ 2,930 $ 8,808 $ 10,088 Product revenues 113 1,950 3,038 8,437 ------------ ------------ ------------ ------------ Total revenues 2,384 4,880 11,846 18,525 ------------ ------------ ------------ ------------ COSTS AND EXPENSES: Cost of service revenues 42,244 8,264 110,682 20,997 Cost of product revenues 6,095 1,275 10,440 6,014 Research and development 13,958 8,317 44,476 33,019 Selling, general and administrative 35,112 6,405 65,145 19,005 Depreciation and amortization 11,967 1,596 20,462 4,716 ------------ ------------ ------------ ------------ Total costs and expenses 109,376 25,857 251,205 83,751 ------------ ------------ ------------ ------------ Loss from operations (106,992) (20,977) (239,359) (65,226) Interest expense (367) (1,316) (11,600) (5,884) Interest and other income 11,388 4,229 62,812 4,818 ------------ ------------ ------------ ------------ Net loss $ (95,971) $ (18,064) $ (188,147) $ (66,292) Preferred dividends and accretion 18,390 38,234 57,213 38,234 ------------ ------------ ------------ ------------ Net loss attributable to common stockholders $ (114,361) $ (56,298) $ (245,360) $ (104,526) ============ ============ ============ ============ Net loss attributable to common stockholders per share $ (3.71) $ (2.51) $ (8.15) $ (5.13) ============ ============ ============ ============ Weighted average shares outstanding 30,785 22,398 30,091 20,375 ============ ============ ============ ============
5. EX-99.2 3 f69934ex99-2.txt METRICOM PRESS RELEASE DATED FEBRUARY 21, 2001 1 EXHIBIT 99.2 NEWS RELEASE METRICOM CEO AND CHAIRMAN RESIGNS LONG-STANDING BOARD MEMBER NAMED INTERIM CEO SAN JOSE, CALIF. - FEBRUARY 21, 2001 - Metricom, Inc. (NASDAQ: MCOM), a leading high-speed wireless data company, today announced the resignation of Timothy Dreisbach from his position as the Company's Chief Executive Officer and Chairman of the Board. Dreisbach joined Metricom in 1998 as president and CEO, and will stay on in an advisory capacity as he pursues other opportunities outside the Company. Dreisbach was instrumental in launching the new higher-speed Ricochet 128 kbps service into 13 markets. Ralph C. Derrickson, who has served on Metricom's Board since 1998, has been named interim CEO. Derrickson is a founding partner at Watershed Capital where he has focused on technology-enabled businesses in the Internet and communications. Prior to Watershed Capital, Derrickson directed venture investment and management at Vulcan Ventures Inc, Paul G. Allen's investment-management company. ABOUT METRICOM Metricom, Inc. is a leading high-speed wireless data company. With its high-speed Ricochet mobile access, Metricom is making "information anytime" possible-at home, at the office, on the road, and on many devices. Founded in 1985, Metricom has spent more than 15 years on the development of its distinctive MicroCellular Data Network (MCDN) technology. That experience has enabled Metricom to develop the fastest wireless mobile data networking and technology available today. Ricochet has been operating since 1995 at speeds up to 28.8 kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently available in thirteen markets and is connected to two 28.8 kbps service areas (Seattle and Washington DC) to increase coverage for mobile professionals. Statements made in this press release that are not historical facts, including those related to future market conditions, future competitors, future partners, market rollouts and future technology, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. Among other things, additional competition from existing and future competitors may impact the market. Projections of market size, partners, market acceptance, technological rollout and competition are estimated based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. All forward looking statements are subject to the successful completion of the actions described in this press release. In addition to the factors set forth elsewhere in this press release, the economic, competitive, governmental, technological and other factors identified in Metricom's filings with the Securities and Exchange Commission could affect the forward looking statements contained in this press release. 2 Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All other trademarks are the property of their respective owners. 2. EX-99.3 4 f69934ex99-3.txt PRESS RELEASE 1 Exhibit 99.3 Metricom Reduces Workforce San Jose, Calif. - March 15, 2001 - Metricom, Inc. (NASDAQ: MCOM), a leading high-speed wireless data company, today announced the reduction of its workforce by 179 of 800 employees nationwide. This move falls in line with the Company's efforts to match operating expense with revenue growth. "This reduction is a difficult but essential component of the operating discipline necessary to deliver on the opportunity of our high-speed wireless technology," stated Ralph C. Derrickson, Metricom's interim Chief Executive Officer. "We remain confident that our technology enjoys a competitive speed and cost advantage that we have yet to exploit." The company also announced the resignations of Robert Mott, Senior Vice President of Engineering and Manufacturing, and James Wall, Chief Financial Officer. The CFO role will be filled by David J. Pangburn, Metricom's long-standing Corporate Controller. About Metricom Metricom, Inc. is a leading high-speed wireless data company. With its high-speed Ricochet mobile access, Metricom is making "information anytime" possible-at home, at the office, on the road, and on many devices. Founded in 1985, Metricom has spent more than 15 years on the development of its distinctive MicroCellular Data Network (MCDN) technology. That experience has enabled Metricom to develop the fastest wireless mobile data networking and technology available today. Ricochet has been operating since 1995 at speeds up to 28.8 kbps. The new Ricochet, delivering user speeds of 128 kbps, is currently available in thirteen markets and is connected to two 28.8 kbps service areas (Seattle and Washington DC) to increase coverage for mobile professionals. Metricom, MCDN, and Ricochet are registered trademarks of Metricom, Inc. All other trademarks are the property of their respective owners. Statements made in this press release that are not historical facts, including those related to future market conditions, future competitors, future partners, market rollouts and future technology, are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. Among other things, additional competition from existing and future competitors may impact the market. Projections of market size, partners, market acceptance, technological rollout and competition are estimated based on preliminary information as well as certain assumptions which management believes to be reasonable at this time. All forward looking statements are subject to the successful completion of the actions described in this press release. In addition to the factors set forth elsewhere in this press release, the economic, competitive, governmental, technological and other factors identified in Metricom's filings with the Securities and Exchange Commission could affect the forward looking statements contained in this press release. 1. -----END PRIVACY-ENHANCED MESSAGE-----