-----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, OO4VxmjjDJPYODah157ni4WQxVPdNcKj2UJ5581syNtY5sUQS9GhhnWe+3ULfrcb BUmaiD0yoMsHYiq6ICroVw== 0000929624-99-000712.txt : 19990426 0000929624-99-000712.hdr.sgml : 19990426 ACCESSION NUMBER: 0000929624-99-000712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990422 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P COM INC CENTRAL INDEX KEY: 0000935493 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770289371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25356 FILM NUMBER: 99599374 BUSINESS ADDRESS: STREET 1: 3175 S WINCHESTER BLVD CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088663666 MAIL ADDRESS: STREET 1: 3175 S WINCHESTER BLVD STREET 2: P-COM INC CITY: CAMPBELL STATE: CA ZIP: 95008 8-K 1 FORM 8-K 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) April 22, 1999 ------------------------ P-COM, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-25356 77-0289371 - ------------------------------ ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3175 S. Winchester Boulevard, Campbell, California 95008 - -------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 866-3666 ------------------------ None -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. ------------ In a press release disseminated on April 22, 1999, the Registrant issued a press release announcing its earnings for the quarter ended March 31, 1999. A copy of the press release is attached hereto and incorporated herein by reference. Statements in this report that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this release. Such factors may include, but are not limited to, reliance upon subcontractors, fluctuations in customer demand and commitments, both in timing and volume, introduction of new products, commercial acceptance and viability of new products and expenses associated therewith, cancellations of orders without penalties, pricing and competition, the Company's ability to have available an appropriate amount of production capacity in a timely manner, the ability of the Company's customers to finance their purchases of the Company's products and/or services, the timing of new technology and product introductions, the risk of early obsolescence accounting for adjustments for the Cylink Acquisition and the pending stockholder class action lawsuits. In addition, actual 1998 annual and fourth quarter results and previously reported results for such periods may differ or change materially due to potential prior period adjustments in such related restatements required by the SEC in response to its new guidelines or made on the advice of the Company's independent accountants. Similarly, results for future periods may be impacted by these potential adjustments and related restatement. Further, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control, such as announcements by competitors and service providers. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission, including its reports on Form 10-K and 10-Q. Item 7. Financial Statement and Exhibits. -------------------------------- A copy of the Registrant's press release announcing its earnings for the quarter ended March 31, 1999 is attached hereto as an exhibit. 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. P-COM, INC. DATE: April 22, 1999 By: /s/ Michael J. Sophie ----------------------------------- Name: Michael J. Sophie Title: Chief Financial Officer EXHIBIT INDEX Exhibit - ------- 99.1 Press Release disseminated April 22, 1999 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 [P-COM LETTERHEAD] P-Com, Inc. Announces Results for First Quarter of 1999 and the Appointment of Robert E. Collins as CFO Business Editors & High Tech Writers CAMPBELL, Calif.--(BUSINESS WIRE)--April 22, 1999--P-Com, Inc. (Nasdaq/NMS:PCMS - news), reported results for its first quarter ended March 31, 1999 with net sales of $38.0 million, a 35% decrease from $58.6 million in net sales for the first quarter of 1998. The Company's net loss was $5.8 million for the first quarter of 1999, as compared to a net loss of $5.1 million for the comparable period last year, as restated. The net loss per diluted share was $0.12, in both quarters, with weighted average common and common equivalent shares of 49.0 million and 43.0 million for the first quarter of 1999 and 1998, respectively. During the first quarter of 1999, the Company exchanged $25.5 million principal amount of its 4 1/4% Convertible Subordinated Notes due 2002, for 2,792,257 shares of its Common Stock. This exchange resulted in an extraordinary gain of $7.3 million, which is included in the results for the first quarter of 1999. During the first quarter of 1998, the Company incurred an acquired in- process research and development charge ("IPR&D") of $15.4 million associated with the acquisition of the Wireless Communications Group of Cylink Corporation (the "Cylink Wireless Group"), which is included in the net loss for the first quarter of 1998. Based on guidelines published by the Securities and Exchange Commission, the Company re-evaluated its first quarter 1998 IPR&D charge taken in connection with its acquisition of the Cylink Wireless Group. Although the first quarter of 1998 results, including the original IPR&D charge, were reported in accordance with then established accounting practice and the valuation provided by the Company's independent appraiser, the Company evaluated this charge and responded to new guidance from the Securities and Exchange Commission regarding in-process research and development charges. As a result, the Company restated its first quarter 1998 results of operations by decreasing the IPR&D charge which resulted in a reduction to the loss in the first quarter of 1998 and an increase in goodwill and other assets and related amortization expense. P-Com's Chairman and Chief Executive Officer George P. Roberts said, "We remain optimistic that our new radio products and services have us well positioned to take advantage of the upturn in the industry." To strengthen the executive team, the Company has appointed Robert E. Collins as Chief Financial Officer and Vice President, Finance and Administration of the Company. Mr. Collins' prior experience includes serving as Chief Financial Officer at Zilog, Inc., and ChemTrak, Inc., both publicly traded companies. He has also held several senior financial positions at Syntex Corporation, including the position of Treasurer. "We are very pleased to welcome a person with Bob's extensive business knowledge and broad financial background to the P-Com team," said George Roberts, P-Com's Chairman and Chief Executive Officer. "This is a timely addition and I look forward to working with Bob as we continue to move the Company forward." Michael J. Sophie, P-Com's former CFO and Vice President of Finance, is being assigned to the position of Group President of the recently formed Wireless Access Group ("WAG"). "Mike's work with P-Com over the last five years as CFO has fully prepared him for the general management duties and the P&L responsibilities for the group," stated George Roberts, P-Com's Chairman and Chief Executive Officer. "It is especially gratifying for me to see Mike have the opportunity to move into this important operational role." P-Com, Inc. develops manufactures and markets network access systems for the worldwide wireless telecommunications market. The point-to-point, spread spectrum, and point-to-multipoint radio links provided by P-Com are designed to satisfy the network requirements of cellular and personal communications services, corporate communications, public utilities and local governments. In addition, P-Com provides comprehensive network services including system and program planning and management, path design and installation. Statements in this release that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this release. Such factors may include, but are not limited to, reliance upon subcontractors, fluctuations in customer demand and commitments, both in timing and volume, introduction of new products, commercial acceptance and viability of new products and expenses associated therewith, cancellations of orders without penalties, pricing and competition, the Company's ability to have available an appropriate amount of production capacity in a timely manner, the ability of the Company's customers to finance their purchases of the Company's products and/or services, the timing of new technology and product introductions, the risk of early obsolescence and the pending stockholder class action lawsuits. Further, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control, such as announcements by competitors and service providers. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission, including its reports on Form 10-K and 10-Q. P-Com, Inc., with world headquarters in Campbell, California, USA and offices in Florida, New Jersey, Virginia, the UK, Italy, France, Germany, Poland, Mexico, and China, is an ISO 9001 certified company. For additional information, contact P-Com at: P-Com, Inc. - 3175 S. Winchester Boulevard - Campbell, CA 95008 - USA TEL: 408/866-3666 - FAX: 408/866-3655 P-COM, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
March 31, December 31, 1999 1998 ASSETS (unaudited) ---------- ---------- Current assets: Cash and cash equivalents $ 20,884 $ 29,241 Accounts receivable, net 44,712 50,533 Inventory 75,447 79,026 Prepaid expenses and notes receivable 21,730 21,949 ---------- ---------- Total current assets 162,773 180,749 Property and equipment, net 49,153 52,086 Deferred income taxes 8,317 9,678 Goodwill and other assets 70,279 71,845 ---------- ---------- $290,522 $314,358 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 30,568 $ 39,618 Accrued employee benefits 3,779 3,345 Other accrued liabilities 8,188 10,318 Notes payable 46,325 46,360 ---------- ---------- Total current liabilities 88,860 99,641 ---------- ---------- Long-term debt 68,385 92,769 ---------- ---------- Series B Mandatorily Redeemable Convertible Preferred Stock 13,559 13,559 ---------- ---------- Mandatorily Redeemable Common Stock Warrants 1,839 1,839 ---------- ---------- Stockholders' equity: Common Stock 5 5 Additional paid-in capital 163,488 145,246 Accumulated deficit (44,575) (38,783) Accumulated other comprehensive income (1,039) 82 ---------- ---------- Total stockholders' equity 117,879 106,550 ---------- ---------- $290,522 $314,358 ========== ==========
P-COM, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (unaudited)
Three months ended March 31, 1999 1998 (restated) ------------ ------------ Sales $ 38,048 $58,637 Cost of sales 26,648 33,512 ------------ ------------ Gross profit 11,400 25,125 ------------ ------------ Operating expenses: Research and development 9,640 7,728 Selling and marketing 5,135 4,225 General and administrative 5,701 3,958 Goodwill amortization 2,054 631 Acquired in-process research and development -- 15,442 ------------ ------------ Total operating expenses 22,530 31,984 ------------ ------------ Loss from operations (11,130) (6,859) Interest and other income (expense), net (1,946) (864) ------------ ------------ Loss before extraordinary item and income taxes (13,076) (7,723) Provision (benefit) for income taxes -- (2,626) ------------ ------------ Loss before extraordinary item (13,076) (5,097) Extraordinary item: retirement of Notes 7,284 -- ------------ ------------ Net loss $ (5,792) $(5,097) ============ ============ Basic loss per share: Loss before extraordinary item $ (0.27) $ (0.12) Extraordinary item 0.15 -- ------------ ------------ Net loss $ (0.12) $ (0.12) ============ ============ Diluted loss per share: Loss before extraordinary item $ (0.27) $ (0.12) Extraordinary item 0.15 -- ------------ ------------
Net loss $ (0.12) $ (0.12) ============ ============ Shares used in per share computations Basic 48,198 42,951 ============ ============ Diluted 48,198 42,951 ============ ============
Contact: P-Com, Inc. Robert Collins or Michael Sophie, 408/866-3666 -----END PRIVACY-ENHANCED MESSAGE-----