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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to _______
Commission file number 0-19903
METRICOM, INC.
(A Delaware Corporation)
I.R.S. Employer Identification #77-0294597
980 University Avenue
Los Gatos, CA 95032-2375
(408) 399-8200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
The number of shares of common stock outstanding as of May 4, 1998 was
18,507,702.
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TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations 9
Liquidity and Capital Resources 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE PAGE 15
EXHIBIT INDEX 16
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
METRICOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
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<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............................. $ 49,863 $ 9,784
Short-term investments ................................. 1,879 4,390
Accounts receivable, net ............................... 2,455 2,278
Inventories ............................................ 3,830 3,011
Prepaid expenses and other ............................. 2,277 1,124
--------- ---------
Total current assets ............................... 60,304 20,587
PROPERTY AND EQUIPMENT, net .............................. 23,795 25,875
LONG-TERM INVESTMENTS .................................... -- 300
OTHER ASSETS, NET......................................... 3,542 4,341
--------- ---------
Total assets ....................................... $ 87,641 $ 51,103
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable ....................................... $ 2,498 $ 3,143
Accrued liabilities .................................... 4,776 5,464
Note payable ........................................... -- 5,000
--------- ---------
Total current liabilities .......................... 7,274 13,607
--------- ---------
LONG-TERM DEBT ........................................... 45,000 45,000
--------- ---------
OTHER LIABILITIES ........................................ 1,038 1,129
--------- ---------
MINORITY INTEREST ........................................ 5,770 5,184
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock ........................................... 19 14
Additional paid-in capital ............................. 189,544 135,466
Unrealized holding gain on investments ................. 1 1
Accumulated deficit .................................... (161,005) (149,298)
--------- ---------
Total stockholders' equity (deficit)................ 28,559 (13,817)
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 87,641 $ 51,103
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
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METRICOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
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REVENUES:
Service revenues .......... $ 1,974 $ 1,164
Product revenues .......... 1,629 630
-------- --------
Total revenues ........ 3,603 1,794
-------- --------
COSTS AND EXPENSES:
Cost of service revenues .. 6,158 6,882
Cost of product revenues .. 1,375 275
Research and development .. 3,057 3,021
Selling, general and
administrative ......... 4,261 5,377
-------- --------
Total costs and expenses .. 14,851 15,555
-------- --------
Loss from operations .... (11,248) (13,761)
INTEREST EXPENSE ............ 1,012 959
INTEREST INCOME ............. 553 761
-------- --------
Net loss ................ $(11,707) $(13,959)
======== ========
BASIC & DILUTED
NET LOSS PER SHARE ........ $ (0.69) $ (1.03)
======== ========
WEIGHTED AVERAGE
SHARES OUTSTANDING ..... 16,944 13,595
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
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METRICOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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THREE MONTHS ENDED
------------------
MARCH 31, MARCH 31,
--------- ---------
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................ $ (11,707) $ (13,959)
Adjustments to reconcile net loss to net
cash used in operating activities-
Depreciation and amortization ............................... 2,231 1,831
(Increase) decrease in accounts receivable,
prepaid expenses and other current assets ................ (1,330) 294
Increase in inventories ..................................... (819) (752)
(Decrease) increase in accounts payable, accrued liabilities,
customer deposits and other .............................. (1,424) 306
--------- ---------
Net cash used in operating
activities ........................................... (13,049) (12,892)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ............................. (93) (5,664)
Other ........................................................... (85) (1,042)
Purchases of investments ........................................ (111,403) (36,020)
Proceeds from the sale of investments ........................... 114,214 53,357
--------- ---------
Net cash provided by investing activities .............. 2,633 10,631
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock .......................... 54,909 442
Cash used to retire short-term debt, net ........................ (5,000) --
Contributions from minority interest ............................ 586 --
--------- ---------
Net cash provided by financing activities .............. 50,495 442
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS .................................................... 40,079 (1,819)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD ......................... 9,784 15,246
--------- ---------
CASH AND EQUIVALENTS, END OF PERIOD ............................... $ 49,863 $ 13,427
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
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METRICOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements of Metricom, Inc. (the
"Company") presented in this Form 10-Q are unaudited. In the opinion of
management, the accompanying condensed consolidated financial statements reflect
all adjustments (which include only normal recurring adjustments) which are
necessary for a fair presentation of operations for the three month periods
ended March 31, 1998 and March 31, 1997. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
These condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1997, as filed with the Securities and Exchange Commission.
Certain amounts have been restated from the previously reported balances
to conform to the 1997 presentation. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The results of operations for the three-month periods ended March 31, 1998 and
March 31, 1997 are not necessarily indicative of the results expected for the
full fiscal year or for any other fiscal period.
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or
market and include purchased parts, labor and manufacturing overhead.
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
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Raw materials $2,104 $1,660
Work-in-progress 5 28
Finished goods 1,721 1,323
------ ------
Total $3,830 $3,011
====== ======
</TABLE>
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NOTE 3. COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standard No. 130
"Reporting Comprehensive Income" ("SFAS 130") effective for fiscal years
beginning after December 15, 1997 and has restated information for all prior
periods reported below to conform to this standard.
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Three Months Ended
March 31,
1998 1997
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NET LOSS ............................ $(11,707) $(13,959)
OTHER COMPREHENSIVE INCOME
Unrealized holding losses
on available-for-sale securities .. -- (32)
COMPREHENSIVE INCOME ................ $(11,707) $(13,991)
======== ========
</TABLE>
NOTE 4. BASIC AND DILUTED NET LOSS PER SHARE
Basic and diluted net loss per share has been computed using the
weighted average number of shares of common stock outstanding. Potential common
equivalent shares from options and warrants to purchase common stock and from
conversion of the convertible subordinated notes have been excluded from the
calculation of diluted net loss per share as their effect would be
anti-dilutive.
NOTE 5. VULCAN TRANSACTION
On January 30, 1998, the stockholders of the Company approved the sale
of 4,650,000 shares of Common Stock to Vulcan Ventures Incorporated ("Vulcan")
at a per share price of $12.00. Upon closing of the transaction, Vulcan's
ownership interest in the Company was increased to approximately 49.5% of the
outstanding shares of Common Stock. The net proceeds from the transaction were
$53.7 million.
NOTE 6. OVERALL WIRELESS
In February 1996, the Company purchased an option to acquire Overall
Wireless Communications Corporation ("Overall Wireless"), a company that holds a
nationwide, wireless communications license in the 220 to 222 MHz frequency
band. The Company paid $700,000 for the option and agreed to loan Overall
Wireless up to $2.0 million for the construction of a system utilizing the
license, of which approximately $1.9 million had been loaned as of December 31,
1997. In January 1997, the Company paid $500,000 to extend the option from
January 1997 to July 1997. The option was subsequently extended to December 31,
2000 for no additional cash consideration. In June 1997, the Company recorded a
charge of $3.6 million to fully reserve its investment in Overall Wireless due
to uncertainties regarding its realization. In January 1998,
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Overall Wireless canceled the option and the Company paid a termination fee of
$1.9 million through cancellation of the indebtedness of Overall Wireless.
NOTE 7. NEW ACCOUNTING STANDARD
In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"), which
established standards for the way public business enterprises report information
about operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports to shareholders. SFAS No. 131 also establishes standards for
related disclosures about products and services, geographic areas and major
customers. SFAS No. 131 is effective for annual reports on fiscal years
beginning after December 15, 1997, although earlier application is encouraged.
The Company believes the pronouncement will not have a material effect on its
financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Except for historical information contained herein, this Management's
Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, the completion of development of the Company's high-speed network,
uncertainty of market acceptance of the Company's products and services,
availability of sufficient financial, management, technical and marketing
resources, performance and availability of the Company's Ricochet(R) radios and
modems, the ability of the Company to lease or acquire sites for the location of
its network infrastructure, the ability of the Company to enter into
partnerships to deploy Ricochet networks and those factors discussed in the
section entitled "Risk Factors" and elsewhere in the Company's Form 10-K, as
amended, for the year ended December 31, 1997, as well as those elsewhere in
this Form 10-Q.
RESULTS OF OPERATIONS
Revenues
Revenues consist of service and product revenues. Service revenues are
derived from the subscriber fees and modem rentals for Ricochet and fees for
UtiliNet(R) customer support and are recognized ratably over the service period.
Product revenues are derived from the sale of UtiliNet products and Ricochet
modems and are recognized upon shipment.
Total revenues increased to $3.6 million in 1998 from $1.8 million in
1997 due to a $800,000 increase in service revenues and a $1.0 million increase
in product revenues. Service revenues increased to $2.0 million in 1998 from
$1.2 million in 1997. The increase in service revenues is primarily due to
increased Ricochet subscriber fees and modem rentals resulting from a larger
Ricochet subscriber base. Product revenues increased to $1.6 million in 1998
from $600,000 in 1997. The increase in product revenues was primarily due to the
timing of shipments of UtiliNet products and increased sales of Ricochet modems
in 1998 compared to 1997.
Cost of Revenues
Cost of service revenues consists primarily of costs incurred to deploy
and operate Ricochet networks, the cost to obtain site agreements for the
Company's network infrastructure, the cost
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of providing customer support, certain costs associated with manufacturing the
Company's network components and depreciation of modems rented to Ricochet
subscribers.
Cost of service revenues decreased to $6.2 million in 1998 from $6.9
million in 1997. The decrease is primarily due to lower Ricochet network
operating expenses resulting from decreased deployment efforts in the Ricochet
service territory during the first quarter of 1998. The decrease was partially
attributed to a reduced level of activity to obtain site agreements in the first
quarter of 1998 as compared to the same period in 1997. Cost of service revenues
is expected to increase in the future primarily due to increased efforts to
obtain site agreements for the Company's network infrastructure.
Cost of product revenues increased to $1.4 million in 1998 from $275,000
in 1997. Cost of product revenues as a percentage of product revenues increased
to 84% for the first quarter of 1998 from 44% in the first quarter of 1997. The
increase was primarily due to a higher percentage of product revenues in the
first quarter of 1998 derived from the sale of lower margin Ricochet modems
versus UtiliNet products.
Research and Development
Research and development expenses increased to $3.1 million in 1998 from
$3.0 million in 1997. Research and development activities include the
development of high-speed network and subscriber device and enhancements to the
technology employed by the Company's current networks. The Company plans to
significantly increase the level of investment in research and development in
the foreseeable future.
Selling, General and Administrative
Selling, general and administrative expenses decreased to $4.3 million
for the first quarter of 1998 from $5.4 million for the first quarter of 1997.
Selling expenses decreased $500,000 and general and administrative expenses
decreased $600,000. The decrease in selling expenses is attributable to a lower
level of advertising activity. The decline in general and administrative
expenses resulted from decreased legal professional fees associated with
regulatory matters and pursuing financing relationships. Selling, general and
administrative expenses are expected to continue at the current level or
increase for the foreseeable future.
Interest Income and Expense
Interest expense remained constant at $1.0 million in 1998 as compared
to the same period in 1997. Interest income decreased to $553,000 for the first
quarter of 1998 from $761,000 in 1997 due to a lower level of cash and
investments in 1998 as compared to 1997.
LIQUIDITY AND CAPITAL RESOURCES
The design, development, deployment and commercialization of the
Company's
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wireless products and services has required and will continue to require
substantial capital investment. To date, the Company has raised over $217
million through the sale of equity, convertible debt securities, to meet those
requirements and to provide for additional capital and liquidity. Expenditures
related to the development of the Company's products and services have resulted
in cumulative net losses totaling $161.0 million.
On January 30, 1998, the Stockholders of the Company approved the sale
of 4,650,000 shares of Company's common stock to Vulcan Ventures, Incorporated
at a per share price of $12.00. The investment by Vulcan raises their total
cumulative investment in the Company's securities to $109 million, of which $90
million was a direct investment in the Company . As a result of these
investments and the substantial ownership, Vulcan has the ability to nominate 4
out of 7 directors and has significant influence over the management and
direction of the Company. The net proceeds of the transaction were $53.7
million.
The Company's operations have required substantial capital investments
for the purchase of Ricochet network equipment, Ricochet modems, and computer
and office equipment. Capital expenditures were $100,000 and $5.7 million in the
first quarter of 1998 and 1997, respectively. The $5.6 million decrease is
primarily due to minimal deployment efforts in the Ricochet service territory
during the first quarter of 1998. The Company expects to make significant
capital expenditures in connection with the development, deployment and
commercialization of its high-speed networks including the costs associated with
renting modems to Ricochet subscribers. The amount and timing of expenditures,
however, may vary significantly depending on numerous factors including the
completion of development of the Company's high-speed network, market acceptance
of the Company's products and services, availability of sufficient financial,
management, technical and marketing resources, performance and availability of
the Company's Ricochet radios and modems, the ability of the Company to lease or
acquire sites for the location of its network infrastructure, the ability of the
Company to enter into partnerships to deploy high-speed networks and those
factors discussed in the section entitled "Risk Factors" and elsewhere in the
Company's Form 10-K, as amended, for the year ended December 31, 1997, as well
as those elsewhere in this Form 10-Q.
The Company believes that significant additional capital will be
required in the future to fund further development, deployment and
commercialization of its Ricochet networks. The Company anticipates raising
additional capital through the public or private sale of debt or equity
securities. The Company may also seek to raise additional capital through the
sale of securities to a strategic party or by entering into joint ventures or
other relationships with relevant parties. There can be no assurance that such
additional funds will be available on commercially reasonable terms or at all.
The Company anticipates that its existing available cash and investments,
interest income from investments, and contributions received from its existing
joint venture partner will be adequate to satisfy its capital expenditure,
operating loss, interest expense and working capital requirements at least
through 1998. The Company believes that substantial additional capital will be
required in the future to fund further deployment and operating activities of
Ricochet. There can be no assurance that such funds would be available on
commercially reasonable terms or at all.
As of March 31, 1998, the Company had cash and cash equivalents and
short-term and
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long-term investments of $51.7 million and working capital of $53.0 million.
Accounts receivable increased to $2.5 million as of March 31, 1998, from $2.3
million as of December 31, 1997. Inventories increased to $3.8 million as of
March 31, 1998, from $3.0 million as of December 31, 1997 primarily due to an
increase in Ricochet subscriber devices and UtiliNet products. The Company
believes that both accounts receivable and inventories will increase in the
future in order to support the commercialization of Ricochet.
The Company is in the process of identifying anticipated costs, problems
and uncertainties associated with making the Company's internal-use software
applications Year 2000 compliant. In general, the Company expects to resolve the
Year 2000 issues through planned replacement or upgrades of its third party
software applications including updating its financial management system to
Oracle 10.7. Although management does not expected Year 2000 issues to have a
material impact on its business or future results of operations, there can be no
assurance that there will not be interruptions or operations or other
limitations of system functionality or that the Company will not incur
significant costs to avoid such interruptions or limitations
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PART II. OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Meeting of Stockholders of Metricom, Inc. was held on January
30, 1998. The matters voted upon at the meeting and the voting of stockholders
with respect thereto are as follows:
1. Approval of the Common Stock Purchase Agreement, dated as of October 10,
1997, between Metricom, Inc. and Vulcan Ventures Incorporated, and the
transactions contemplated thereby.
For: 9,092,671 Against: 66,205 Abstain: 64,853
2. Election of one Class III director to hold office until the 1998 Annual
Meeting of Stockholders, two Class I directors to hold office until the 1999
Annual Meeting of Stockholders and two Class II directors to hold office until
the 2000 Annual Meeting of Stockholders.
Robert P. Dilworth (Class III): For: 13,073,327 Against: 55,750
Justin L. Jaschke (Class I): For: 13,077,073 Against: 52,004
Robert S. Cline (Class I): For: 13,078,003 Against: 51,074
William D. Savoy (Class II): For: 13,079,594 Against: 49,483
David E. Liddle (Class II): For: 13,078,324 Against: 50,753
3. Approval of the Company's Restated Certificate of Incorporation.
For: 9,202,253 Against: 76,250 Abstain: 69,142
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
10.1 Executive Compensation Agreement
27.1 Financial Data Schedule
b. Reports on Form 8-K:
On October 17, 1997, the Company filed a Form 8-K regarding the
proposed sale of 4,650,000 shares of the Company's Common Stock
to Vulcan Ventures Incorporated for $12.00 per share in cash.
On February 12, 1998, the Company filed a Form 8-K regarding the
completion of the sale of 4,650,000 shares of the Company's Common
Stock to Vulcan Ventures Incorporated for $12.00 per share in cash.
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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 thereunto duly authorized.
METRICOM, INC.
(Registrant)
/s/ Vanessa A. Wittman
--------------------------------
Date: May 11, 1998 By: Vanessa A. Wittman
Chief Financial Officer and Duly
Authorized Officer
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EXHIBIT INDEX
10.1 Executive Compensation Agreement
27.1 Financial Data Schedule
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EXECUTIVE COMPENSATION AGREEMENT
AGREEMENT, made as of May 8, 1998 by and between Metricom, Inc., a
Delaware corporation having its principal place of business at 980 University
Avenue, Los Gatos, California 95030 (the "Company"), and Timothy A. Dreisbach
(the "Executive").
WHEREAS, the Company desires to retain the Executive as its President
and Chief Executive Officer to advance the business and interests of the Company
on the terms and conditions set forth herein; and
WHEREAS, the Executive desires to provide his services to the Company in
such capacities, on and subject to the terms and conditions hereof; and
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Employment. Subject to all of the terms and conditions hereof, the
Company does hereby employ the Executive, effective as of May 8, 1998 (the
"Effective Date") as its President and Chief Executive Officer, and the
Executive does hereby accept such employment. The term of employment
contemplated hereby shall commence on the Effective Date and shall continue
until terminated by the Company or the Executive pursuant to the terms hereof.
The Company and the Executive acknowledge and agree that no fixed term of
employment is created hereby.
2. Duties of Executive. The Executive shall, during the term of
employment hereunder, perform the leadership, executive and administrative
duties and functions of the President and Chief Executive Officer of the
Company, as such duties and functions are defined by the Board of Directors of
the Company from time to time. The Executive shall report to the Board of
Directors of the Company. The Company agrees to cause the Executive to be
elected as a Class III director of the Company at the next meeting of the Board
of Directors of the Company and agrees to use its best efforts to cause the
Executive to be elected as a Class III director at the next annual meeting of
stockholders of the Company. The Executive agrees to devote substantially all of
his business time and effort to the business and affairs of the Company (and, if
requested by the Board of Directors, any subsidiary or affiliate of the Company)
and to perform his duties faithfully, diligently and competently, and to use his
best efforts to promote the profit, benefit and advantage of the Company and, if
applicable, any subsidiaries or affiliates of the Company. The Executive agrees
to accept the payments to be made to him under this Agreement, and the stock
options and stock to be issued to him under this Agreement, as full and complete
compensation for the services required to be performed by, and the covenants of,
the Executive under this Agreement.
3. COMPENSATION.
3.1 Base Compensation. Until May 1, 1999, the Company agrees to pay the
Executive an annual base salary at the rate of $240,000 per annum (the "Base
Compensation") payable in substantially equal installments semi-monthly or in
such other manner as the
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Company may generally pay its employees and subject to required withholdings and
normal payroll deductions. The Company agrees to review and set the Base
Compensation of the Executive on an annual basis for periods after May 1, 1999.
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3.2 Benefits. The Executive shall be entitled to participate in any
health insurance, accident insurance, hospitalization insurance, life insurance,
dental insurance, vision insurance, 401(k), ESPP, or any other similar plan or
benefit afforded by the Company to its senior executives generally, if and to
the extent that the Executive is eligible to participate in accordance with the
provisions of any such insurance, plan or benefit generally. The Company shall
reimburse the Executive for up to $2,500 of legal fees and expenses in
connection with the negotiation of this Agreement.
3.3 Vacation. The Executive shall be entitled to the same number of
weeks of paid vacation per year as are provided to other senior executives of
the Company, such vacations to be taken at times mutually agreeable to the
Executive and the Company.
4. BONUS.
4.1 Annual Bonus. In order to provide performance-based incentive
compensation to the Executive, the Company hereby agrees to pay the Executive,
in addition to the Base Compensation, a bonus payable in shares of the Company's
Common Stock on or about May 1, 1999, provided that the Performance Goals, as
defined below, have been met in the reasonable discretion of the Board of
Directors (or a subcommittee thereof), and, subject to Section 5.2, provided the
Executive is employed by the Company on May 1, 1999. The "Performance Goals" are
certain objectives specified by the Board of Directors after consultation with
the Executive, and may consist of financial, business, strategic or other
criteria. The Company will endeavor to specify the Performance Goals and the
method of allocating the bonus amount among the respective Performance Goals by
June 30, 1998. Future bonus arrangements, if any, will be established by the
Board of Directors or a committee thereof, in its sole discretion.
4.2 1998 Minimum Bonus Amount. If the Executive is employed by the
Company on May 1, 1999, the Company agrees to pay the Executive a bonus of not
less than 6,000 shares of Common Stock (subject to adjustment for any stock
splits, stock dividends or recapitalizations after the date hereof).
4.3 1998 Bonus Calculation. If Executive achieves 100% of the
Performance Goals, he will be entitled to receive 12,000 shares of Common Stock.
If Executive achieves less than 75% of the Performance Goals, only the minimum
bonus shall be payable. If Executive achieves more than 100% of the Performance
Goals, he will be entitled to receive additional shares of Common Stock as
determined under a plan established by the Board of Directors or a committee
thereof. The actual number of shares to be issued for achievement of between 75%
and 100% of the Performance Goals will be prorated based on the actual
percentage of the Performance Goals achieved.
5. CHANGE OF CONTROL AND SEVERANCE ARRANGEMENT.
5.1 Option Vesting in Event of Change of Control. In the event that this
Agreement or the Executive's employment hereunder shall terminate voluntarily
for Good Reason by the Executive or by the Company without Cause (as defined
below), within ninety (90) days prior to or one hundred eighty (180) days after
the occurrence of a Change of Control (as defined below)
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all unvested options granted pursuant to the stock option agreements referred to
in Section 6 of this Agreement shall vest immediately in accordance with the
provisions of Section 6.1. For purposes hereof a "Change of Control" shall be
deemed to have occurred if and only if (a) an entity, or one or more entities
acting as a "Group" within the meaning of Section 13(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), other than Vulcan Ventures,
Incorporated ("Vulcan"), shall have the then-effective right to vote, or the
then-effective right to control the vote, of in excess of 50% of the voting
power of the Company or (b) Vulcan shall have the then effective right to vote,
or the effective right to control the vote of in excess of either (X) 80% of the
voting power of the Company or (Y) 50% of the voting power of the Company if the
Company is no longer required to file reports under Section 13 of the Exchange
Act.
Executive's voluntary termination of employment with the Company shall
be deemed for "Good Reason" if it occurs within one hundred eighty (180) days of
any of the following without Executive's express written consent: (i) the
assignment to Executive of duties substantially inconsistent with, or a
substantial alteration in the nature or status of, Executive's responsibilities
immediately prior to a Change in Control of the Company; (ii) a reduction in the
Executive's salary or bonus compensation as in effect on the date of a Change in
Control of the Company or as in effect thereafter if such compensation has been
increased, except as a result of a percentage reduction in the compensation of
all executives of the Company; (iii) any failure by the Company to continue in
effect without substantial change any material compensation, incentive, welfare
or benefit plan or arrangement in which Executive is participating at the time
of a Change in Control of the Company (or any other plans providing Executive
with substantially similar benefits) (hereinafter referred to as "Benefit
Plans"), or the taking of any action by the Company which would adversely affect
Executive's participation in or materially reduce Executive's benefits under any
such Benefit Plan at the time of a Change in Control of the Company; unless an
equitable substitute arrangement (embodied in an ongoing substitute or
alternative Benefit Plan) has been made for the benefit of Executive with
respect to the Benefit Plan in question; (iv) termination of the Company's
requirement to file reports under the Securities Exchange Act of 1934, as
amended; (v) relocation to any place more than 50 miles from the present home of
Executive, except for required travel by Executive on the Company's business to
an extent substantially consistent with Executive's business travel obligations
at the time of a Change in Control of the Company; (vi) any material breach by
the Company of this Agreement.
5.2 Severance Pay. In the event that the Company at any time terminates
the employment of the Executive other than for Cause, or if the Executive
voluntarily terminates his employment for Good Reason within ninety (90) days
prior to or one hundred eighty (180) days after a Change of Control, the Company
shall, notwithstanding such termination, in consideration of all of the
undertakings and covenants of the Executive contained herein, continue to pay to
the Executive the Base Compensation and the health benefits enjoyed by the
Executive on the date of termination for a period of twelve (12) months from the
date of such termination. In addition, if such termination occurs within one
hundred eighty (180) days of the Effective Date, (a) the Company shall pay to
the Executive, 50% of the bonus described in Section 4.2 that would have been
payable for 1998 and (b) 137,500 shares of the stock options granted to the
Executive shall become vested (unless such termination is in connection with a
Change of Control, in which event all stock options would become vested). If
such termination occurs within the period of one hundred eighty one (181) days
through three hundred sixty five (365) days from the
20
<PAGE> 5
Effective Date, (a) no bonus shall be payable, and (b) a percentage of the stock
options granted to the Executive shall become vested (unless such termination is
in connection with a Change of Control, in which event all stock options would
become vested) equal to 137,500 multiplied by a fraction, the numerator of which
is the number of days Executive has been employed and the denominator of which
is 365. The payment of the severance compensation provided herein shall be
conditioned upon the Executive and the Company signing a customary mutual
release of claims, provided that payment shall not be withheld once the
Executive has executed the mutual release. No severance compensation shall be
payable if the Company terminates Executive's Employment for Cause.
For purposes hereof "Cause" shall mean: (a) the commission by the
Executive of any felony; (b) the commission by the Executive of any misdemeanor
involving theft, fraud, dishonesty or misrepresentation; (c) any
misappropriation, embezzlement or conversion of the Company's or its affiliates'
property by the Executive (whether or not constituting a felony or misdemeanor);
(d) continuing failure by the Executive to substantially perform the material
duties or obligations of the Executive under this Agreement; (e) the material
failure by the Executive to follow the reasonable policies or directives of the
Board of Directors of the Company; (f) the engagement by the Executive in bad
faith conduct or professionally inappropriate conduct which is materially
detrimental to the Company or its business reputation; (g) the voluntary filing
of a bankruptcy petition by the Executive or the adjudication of the Executive
as a bankrupt; or (h) the adjudication of the Executive as insane or
incompetent.
6. STOCK OPTIONS.
6.1 Stock Options. The Company hereby agrees to issue to the Executive,
effective as of the Effective Date, stock options (the "Stock Options") covering
550,000 shares of Common Stock of the Company some of which shall be granted
under the Company's 1997 Equity Incentive Plan ( the "Plan") and some of which
will be granted outside the Plan but will have the same terms and conditions as
the options granted under the Plan. The Stock Options shall be incentive stock
options to the maximum extent permitted under the Internal Revenue Code. The
Stock Options will become exercisable to the extent of 25% of the shares subject
to the option on the first anniversary of the Effective Date, and thereafter to
the extent of 1/36th of the remaining shares subject to the option on the first
day of each month for 36 months; provided, however, that the Stock Options, to
the extent not already exercisable, shall become exercisable in their entirety
in the event that (a) there occurs a Change of Control, or (b) the Company
concludes a sale of substantially all of its assets other than in a transaction
which is intended primarily to effect a corporate reorganization without
material change in beneficial ownership of the material business of the Company.
The Stock Options will be effective for a term of ten (10) years and may be
exercised (to the extent exercisable) within ninety (90) days of a termination
of employment if such termination is by the Executive voluntarily without Good
Reason and within two (2) years of a termination of employment if such
termination is by the Company without Cause or by the Executive voluntarily for
Good Reason. The exercise price per share of the Stock Options will be 100% of
the average of the high and low bid prices of the Common Stock of the Company on
May 8, 1998. The Stock Options will be governed by the Plan and separate stock
option agreements, consistent with the above terms, to be entered into by the
Executive and the
21
<PAGE> 6
Company.
6.2 Recapitalization Adjustment. If any subdivision or combination of
shares of Common Stock of the Company or any stock dividend, capital
reorganization, recapitalization, consolidation or merger in which the Company
is the surviving corporation occurs after the grant of the Stock Options, the
Board of Directors of the Company shall make such proportional adjustments as it
determines appropriate in the number of shares of Common Stock subject to the
Stock Options.
7. CONFIDENTIALITY AGREEMENT. The Executive hereby agrees to execute, on
the Effective Date, the Company's standard Confidential Information and
Intellectual Property Non-Disclosure Agreement, in substantially the form
attached hereto as EXHIBIT A.
8. TERMINATION. Executive's employment is at will. Notwithstanding any
provision of this Agreement to the contrary, the Executive's employment
hereunder may be terminated at any time by the Company, whether or not for
Cause, by written notice to the Executive. The Executive acknowledges that the
possibility of termination of employment by the Company at any time with or
without cause is an integral part of the economic bargain negotiated between the
Company and the Executive, and has been considered by the Company and the
Executive in structuring the economic relationship between the Executive and the
Company. The Executive acknowledges that he has no "protected interest" or
legally enforceable expectations of continued employment by the Company, or of
employment by the Company for any particular period of time. Upon any
termination by the Company the Executive shall have such rights as are specified
herein, if any, to receive severance payments and to exercise otherwise
exercisable but then-unexercised stock options. No termination of employment
hereunder by the Company shall be deemed to relieve the Executive of his
obligations with respect to confidentiality, non-solicitation and similar
matters, as specified herein. The Executive may terminate his employment
hereunder at any time by written notice to the Company; provided, however, that
the Executive shall endeavor to provide such reasonable advance notice to the
Company as may be practical under the circumstances. In the event of such
termination by the Executive, the Executive shall nonetheless have such rights
with respect to severance payments, if any, as are specified herein and such
rights to exercise otherwise exercisable, but then-unexercised, stock options as
provided herein.
9. GENERAL.
9.1 Applicable Law. This document shall, in all respects, be governed by
the laws of the State of California.
9.2 Survival. The parties hereto agree that the covenants contained in
Section 7 hereof shall survive any termination of employment by the Executive
and any termination of this agreement.
9.3 Independent Representation. The Executive acknowledges that he has
had the opportunity to seek independent counsel and tax advice in connection
with the execution of this Agreement, and the Executive represents and warrants
to the Company (a) that he has sought
22
<PAGE> 7
such counsel and advice as he has deemed appropriate in connection with the
execution hereof and the transactions contemplated hereby; and (b) that he has
not relied on any representation of the Company as to tax matters or as to the
consequences of the execution hereof.
9.4 Notices. Any and all notices required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to
another party if delivered either personally, by facsimile transmission, same
day delivery service, overnight delivery service, or if deposited in the United
States Mail, certified or registered, postage prepaid, return receipt requested.
In all instances, notice shall be sent to the parties at the following
addresses:
If to the Company:
Metricom, Inc.
980 University Avenue
Los Gatos, CA 95030
23
<PAGE> 8
If to the Executive:
Timothy A. Dreisbach
Any party may change its address for the purpose of receiving notices by
a written notice given to the other party.
9.5 Waiver. No reliance upon or waiver of one or more provisions of this
Agreement shall constitute a waiver of any other provisions hereof.
9.6 Successors and Assigns. All of the terms and provisions contained
herein shall inure to the benefit of and shall be binding upon the parties
hereto and their respective heirs, personal representatives, successors and
assigns. However, no party shall voluntarily assign any rights hereunder, or
delegate any duties hereunder, except upon the prior written consent of the
other.
9.7 Specific Performance; Attorneys' Fees. It is agreed that the rights
granted to the parties hereunder are of a special and unique kind and character
and that, if there is a breach by any party of any material provision of this
document, the other party would not have an adequate remedy at law. It is
expressly agreed, therefore, that the rights of the parties hereunder may be
enforced by an action for specific performance and other equitable relief. If
legal proceedings are required to enforce this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees.
9.8 Entire Agreement. This Agreement and the Stock Options referenced
herein constitute the entire understanding and agreement of the parties with
respect to the subject matter hereof, and any and all prior agreements,
understandings or representations are hereby terminated and canceled in their
entirety. This Agreement may not be modified, except by written instrument duly
executed by each party.
24
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
METRICOM, INC. EXECUTIVE
By: By: /s/ Timothy A. Dreisbach
----------------------------- ------------------------------
William D. Savoy Timothy A. Dreisbach
25
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
COMPANY'S QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH (B) QUARTERLY REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 49,863
<SECURITIES> 1,879
<RECEIVABLES> 2,455
<ALLOWANCES> 0
<INVENTORY> 3,830
<CURRENT-ASSETS> 60,304
<PP&E> 23,795
<DEPRECIATION> 0
<TOTAL-ASSETS> 87,641
<CURRENT-LIABILITIES> 7,274
<BONDS> 45,000
0
0
<COMMON> 19
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 87,641
<SALES> 1,629
<TOTAL-REVENUES> 3,603
<CGS> 1,375
<TOTAL-COSTS> 7,533
<OTHER-EXPENSES> 7,318
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,012
<INCOME-PRETAX> (11,707)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,707)
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<EXTRAORDINARY> 0
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<NET-INCOME> (11,707)
<EPS-PRIMARY> (0.69)
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