<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q/A
Amendment No. 4
To Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 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: 0-25356
_______________
P-Com, Inc.
(Exact name of Registrant as specified in its charter)
_______________
Delaware 77-0289371
(State or other jurisdiction of (IRS Employer
incorporation or organization) 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
_______________
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 [_]
As of November 9, 1998, there were 43,531,805 shares of the Registrant's
Common Stock outstanding, par value $0.0001.
This quarterly report on Form 10-Q/A consists of 43 pages of which this is
page 1. The Exhibit Index appears on page 43.
1
<PAGE>
AMENDED FILING OF FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1998 -
RESTATEMENT OF FINANCIAL STATEMENTS AND CHANGES TO CERTAIN INFORMATION
P-Com, Inc. (the "Company") is amending, pursuant to this amendment, its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. The
Company is amending, and pursuant to those amendments has revised its 1998, as
reflected in this filing, and first quarter of 1999 financial statements, to
revise the accounting treatment of certain contracts with a major customer.
Under a joint license and development contract, the Company recognized $10.5
million of revenue in 1998 and $1.5 million in the first quarter of 1999 of this
$12 million contract on a percentage of completion basis. As previously
disclosed, the Company determined that a related Original Equipment Manufacturer
("OEM") agreement, which included payments of $8 million to this customer in
1999 and 2000 specifically earmarked for marketing the Company's products
manufactured for this customer, should have offset a portion of the revenue
recognized previously. The net effect is to reduce 1998 revenue and pretax
income by $7.1 million and to reduce the first quarter of 1999 revenue and
pretax income by $0.9 million. This amended filing contains related financial
information and disclosures as of and for the quarter ended September 30, 1998.
See Note 1 to the Condensed Consolidated Financial Statements.
2
<PAGE>
P-COM, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I. Financial Information Number
--------------------- ------
<S> <C>
Item 1 Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997.................. 4
Condensed Consolidated Statements of Operations
for the three and nine month periods ended
September 30, 1998 and 1997............................... 5
Condensed Consolidated Statements of Cash Flows
for the nine month periods ended September 30,
1998 and 1997............................................. 7
Notes to Condensed Consolidated Financial Statements ..... 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations ...................... 17
PART II. Other Information
-----------------
Item 1 Legal Proceedings......................................... 42
Item 2 Changes in Securities..................................... 42
Item 3 Defaults Upon Senior Securities........................... 42
Item 4 Submission of Matters to a Vote of Security Holders....... 42
Item 5 Other Information......................................... 42
Item 6 Exhibits and Reports on Form 8-K............................ 42
Signatures 44
</TABLE>
3
<PAGE>
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM I
<TABLE>
<CAPTION>
P-COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
1998 1997
-------- --------
(restated)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,600 $ 88,145
Accounts receivable, net 51,352 70,883
Notes receivable 426 205
Inventory 83,227 58,003
Prepaid expenses and other current assets 16,917 12,329
-------- --------
Total current assets 175,522 229,565
Property and equipment, net 47,319 32,313
Deferred income taxes 15,526 1,697
Goodwill and other assets 70,493 41,946
-------- --------
$308,860 $305,521
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 32,879 $ 38,043
Accrued employee benefits 2,983 3,930
Other accrued liabilities 10,723 6,255
Income taxes payable 4,140 6,409
Deferred liabilities 1,750 --
Notes payable 45,967 293
-------- ---------
Total current liabilities 98,442 54,930
-------- ---------
Deferred liabilities, net of current portion 6,250 --
-------- ---------
Long-term debt 104,922 101,690
-------- ---------
Minority interest -- 604
-------- ---------
Stockholders' equity:
Preferred Stock -- --
Common Stock 4 4
Additional paid-in capital 136,174 131,735
Accumulated deficit (34,177) 18,380
Accumulated other comprehensive income (2,755) (1,822)
-------- ---------
Total stockholders' equity $ 99,246 $ 148,297
-------- ---------
$308,860 $ 305,521
======== =========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
<PAGE>
P-COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------- ------- -------- --------
(restated) (restated)
<S> <C> <C> <C> <C>
Sales
Product $ 19,865 $50,417 $119,782 $135,971
Service 9,874 6,774 26,000 20,505
-------- ------- -------- --------
Total sales 29,739 57,191 145,782 156,476
-------- ------- -------- --------
Cost of sales
Product $ 32,581 $28,752 $ 94,216 $ 79,831
Service 9,120 4,322 19,737 13,070
-------- ------- -------- --------
Total cost of sales 41,701 33,074 113,953 92,901
-------- ------- -------- --------
Gross profit (loss) (11,962) 24,117 31,829 63,575
-------- ------- -------- --------
Operating expenses:
Research and development 12,005 7,081 29,925 20,906
Selling and marketing 6,288 4,070 16,951 10,993
General and administrative 10,779 4,689 19,541 12,158
Goodwill amortization 1,946 614 4,738 1,525
Restructuring charge 4,332 -- 4,332 --
Acquired in-process research and development -- -- 15,442 --
-------- ------- -------- --------
Total operating expenses 35,350 16,454 90,929 45,582
-------- ------- -------- --------
Income (loss) from operations (47,312) 7,663 (59,100) 17,993
Interest expense (2,194) (246) (5,793) (1,254)
Interest income 185 243 1,413 863
Other income (expense) (643) (96) (578) 121
-------- ------- -------- --------
Income (loss) before income taxes (49,964) 7,564 (64,058) 17,723
Provision (benefit) for income taxes (8,767) 3,528 (11,501) 6,897
-------- ------- -------- --------
Net income (loss) $(41,197) $ 4,036 $(52,557) $ 10,826
======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------- ------- -------- --------
(restated) (restated)
<S> <C> <C> <C> <C>
Net income (loss) per share:
Basic $(0.95) $0.10 $(1.22) $0.26
======== ======= ======== ========
Diluted $(0.95) $0.09 $(1.22) $0.25
======== ======= ======== ========
Shares used in per share computation:
Basic 43,459 42,435 43,204 41,993
======== ======= ======== ========
Diluted 43,459 44,604 43,204 43,871
======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
P-COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1997
--------- ---------
(restated)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(52,557) $ 10,826
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation 8,541 3,240
Amortization of goodwill 4,738 1,527
Change in minority interest (604) 34
Deferred income taxes (13,829) 14
Acquired in-process research and development expenses 15,442 --
Change in assets and liabilities (net of acquisition balances):
Accounts receivable 23,778 (15,300)
Notes receivable (221) 1,811
Inventory (20,115) (14,890)
Prepaid expenses (4,588) (2,388)
Goodwill and other assets (847) (1,010)
Accounts payable (633) (6,099)
Accrued employee benefits (947) 929
Deferred liabilities 8,000 --
Other accrued liabilities 4,015 (2,767)
Income taxes payable (2,269) 3,460
-------- --------
Net cash used in operating activities (32,096) (20,613)
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (23,427) (6,487)
Acquisitions, net of cash acquired (61,742) (10,855)
-------- --------
Net cash used in investing activities (85,169) (17,342)
-------- --------
Cash flows from financing activities:
Proceeds from notes payable 47,715 4,431
Proceeds from stock issuances, net of expenses 4,439 3,886
Proceeds from sale leaseback transaction 1,557 --
Payment of sale leaseback obligation (58) --
-------- --------
Net cash provided by financing activities 53,653 8,317
-------- --------
Effect of exchange rate changes on cash (933) (576)
-------- --------
Net decrease in cash and cash equivalents (64,545) (30,214)
Cash and cash equivalents at the beginning of the period 88,145 42,226
-------- --------
Cash and cash equivalents at the end of the period $ 23,600 $ 12,012
======== ========
Supplemental cash flow disclosures:
Cash paid for income taxes $ 1,922 $ 2,288
======== ========
Cash paid for interest $ 5,306 $ 501
======== ========
Stock issued in connection with the acquisition of CSM and ACS $ -- $ 14,500
======== ========
Promissory Note issued in connection with the acquisition of Cylink,
net of amount withheld $ 9,682 $ --
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE>
P-COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not contain all of the information
and footnotes required by generally accepted accounting principles for complete
consolidated financial statements. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation of P-Com, Inc.'s (referred to herein, together
with its wholly owned and partially owned subsidiaries, as "P-Com" or the
"Company") financial condition as of September 30, 1998, and the results of its
operations and its cash flows for the nine months ended September 30, 1998 and
1997. These consolidated financial statements should be read in conjunction with
the Company's audited 1997 consolidated financial statements, including the
notes thereto, and the other information set forth therein, included in the
Company's Annual Report on Form 10-K/A (File No. 0-25356). Operating results for
the three and nine-month periods ended September 30, 1998 are not necessarily
indicative of the operating results that may be expected for the year ending
December 31, 1998.
This Quarterly Report on Form 10-Q/A may contain forward-looking
statements that may involve numerous risks and uncertainties. The statements
contained in this Quarterly Report on Form 10-Q/A that are not purely historical
are forward- looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including without limitation statements regarding the
Company's expectations, beliefs, intentions or strategies regarding the future.
The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth in the factors affecting operating results contained in this Quarterly
Report on Form 10-Q/A.
Revision of financial statements and changes to certain information
P-Com, Inc. (the "Company") is amending, and pursuant to those amendments
has revised its 1998, as reflected in this filing, and first quarter of 1999
financial statements, to revise the accounting treatment of certain contracts
with a major customer. Under a joint license and development contract, the
Company recognized $10.5 million of revenue in 1998 and $1.5 million in the
first quarter of 1999 of this $12 million contract on a percentage of completion
basis. As previously disclosed, the Company determined that a related Original
Equipment Manufacturer ("OEM") agreement which included payments of $8 million
to this customer in 1999 and 2000 specifically earmarked for marketing the
Company's products manufactured for this customer, should have offset a portion
of the revenue recognized previously. The net effect is to reduce 1998 revenue
and pretax income by $7.1 million and to reduce the first quarter of 1999
revenue and pretax income by $0.9 million. This amended filing contains related
financial information and disclosures as of and for the quarter ended
September 30, 1998.
The effect of this revision on previously reported condensed consolidated
financial statements (as amended) as of and for the three and nine month periods
ended September 30, 1998 is as follows (in thousands except per share amounts,
unaudited):
8
<PAGE>
<TABLE>
<CAPTION>
September 30, 1998 September 30, 1998
Statements of Operations: As reported Restated As reported Restated
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $ 30,240 $ 29,739 $152,336 $145,782
Loss from operations $(46,811) $(47,312) $(52,546) $(59,100)
Net (loss) $(40,696) $(41,197) $(46,003) $(52,557)
Net loss per share
Basic and diluted $ (0.94) $ (0.95) $ (1.06) $ (1.22)
</TABLE>
<TABLE>
<CAPTION>
September 30, 1998
Balance Sheets: As reported Restated
----------- --------
<S> <C> <C>
Accounts receivable, net $ 49,906 $ 51,352
Total assets $ 307,414 $308,860
Deferred liabilities $ - $ 1,750
Deferred liabilities, net of current portion $ - $ 6,250
Total liabilties $ 201,614 $209,614
Retained earnings $ (27,623) $(34,177)
Total stockholders' equity $ 105,800 $ 99,246
</TABLE>
2. NET INCOME (LOSS) PER SHARE
Following is a reconciliation of the numerators and denominators of the
basic and diluted earnings (loss) per share computations for the periods
presented below (unaudited; in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------- -------- --------- ---------
(restated) (restated)
<S> <C> <C> <C> <C>
Numerator - net income (loss) $(41,197) $ 4,036 $(52,557) $ 10,826
======== ======== ========= =========
Denominator for basic net income (loss) per
common share 43,459 42,435 43,204 41,993
Effect of dilutive securities:
Stock options -- 2,169 -- 1,878
-------- -------- --------- ---------
Denominator for diluted net income (loss)
per common share 43,459 44,604 43,204 43,871
======== ======== ========= =========
Net income (loss) per share:
Basic $ (0.95) $ 0.10 $ (1.22) $ 0.26
======== ======== ========= =========
Diluted $ (0.95) $ 0.09 $ (1.22) $ 0.25
======== ======== ========= =========
</TABLE>
For purpose of computing diluted earnings (loss) per share, weighted
average common share equivalents do not include stock options with an exercise
price that exceeds the average fair market value of the Company's Common Stock
for the period because the effect would be antidilutive. For the three and nine-
months ended September 30, 1998, options to purchase approximately 2,095,779 and
743,689 shares of Common Stock, respectively, were excluded from the
computation. For the three and nine-months ended September 30, 1998, the assumed
conversion of Convertible Subordinated Notes into 3,641,661 shares of Common
Stock was not included in the computation of diluted earnings (loss) per share
because the effect would be antidilutive.
3. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income."
SFAS 130 establishes standards for reporting comprehensive income and its
components in a consolidated financial statement that is displayed with the same
prominence as other consolidated financial statements. Comprehensive income as
defined includes all changes
9
<PAGE>
in equity (net assets) during a period from non-owner sources. Examples of items
to be included in comprehensive income, which are excluded from net income,
include foreign currency translation adjustments and unrealized gain/loss on
available-for-sale securities. The Company's total comprehensive net income
(loss) was as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
-------- ------ -------- -------
(restated) (restated)
Net income (loss) $(41,197) $4,036 $(52,557) $10,826
Other comprehensive charges (1,981) (28) (933) (577)
-------- ------ -------- -------
Total comprehensive income (loss) $(43,178) $4,008 $(53,490) $10,249
======== ====== ======== =======
In June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement establishes standards for
the way companies report information about operating segments in annual
consolidated financial statements. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
The disclosures prescribed by SFAS 131 are effective in 1998, and are not
required for interim periods. The Company does not expect this pronouncement to
have a material effect on its consolidated financial statements.
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that entities capitalize certain costs related to internal-use software once
certain criteria have been met. The Company is required to implement SOP 98-1
for the year ending December 31, 1999. Adoption of SOP 98-1 is not expected to
have material impact on the Company's financial position or results of
operations.
In April, 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities." SOP 98-5, which is effective for fiscal years beginning
after December 15, 1998, provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. The Company has expensed
these costs historically; therefore, the adoption of this standard is not
expected to have a material impact on the Company's financial position or
results of operations.
In June 1998, the Financial Accounting Standards Board issued SFAS 133
"Accounting for Derivative Instruments and Hedging Activities," effective
beginning in the first quarter of 2000. SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
companies to recognize all derivatives as either assets or liabilities on the
balance sheet and measure those instruments at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting under SFAS 133. The Company is currently evaluating the impact of
SFAS 133 on its financial position and results of operations.
4. ACQUISITIONS
On March 28, 1998, the Company acquired substantially all of the assets,
and on April 1, 1998, the accounts receivable of the Cylink Wireless Group for
$46.0 million in cash and $14.5 million in a short-term, non-interest bearing
unsecured subordinated promissory note due July 6, 1998. The Company has
withheld approximately $4.8 million of the short-term promissory note due to the
Company's belief that Cylink Corporation breached various provisions of the
acquisition agreement. In the Asset Purchase Agreement between the Company and
Cylink Corporation, Cylink Corporation agreed to sell certain assets to the
Company, including a specific list of accounts receivable. Subsequent to the
purchase and before the $14.5 million note was due, the Company determined that
approximately $4.8 million of accounts receivable were uncollectible. The $4.8
million of promissory note holdback is being disputed by Cylink Corporation and
is in arbitration. The Company is not currently seeking active collection of
these receivables. The Cylink Wireless Group designs, manufactures and markets
spread spectrum radio products for voice and data applications in both domestic
and international markets. The acquisition of the accounts receivable on April
1, 1998 was recorded in the second quarter of 1998.
The Company accounted for this acquisition as a purchase business
combination. The results of the Cylink Wireless Group have been included since
the date of acquisition and were not material to the Company's results of
operations for the three month period ended March 31, 1998.
The total purchase price of the acquisition was as follows (in thousands):
10
<PAGE>
Cash Payment $ 46,000
Short-term promissory note 14,500
Amount of note withheld (4,818)
Expenses 2,483
--------
Total $ 58,165
========
The allocation of the purchase price was as follows (in thousands):
Accounts receivable, net $ 4,247
Inventory 5,109
Property and equipment, net 461
Current liabilities assumed (1,355)
Intangible assets:
Goodwill 23,482
In-process research and development 15,442
Developed technology 6,291
Acquired workforce 1,781
Core technology 2,707
------
Total $ 58,165
======
The following unaudited pro forma information combines the historical
sales and net income (loss) and net income (loss) per share of P-Com and the
Cylink Wireless Group for the nine months ended September 30, 1998 and the year
ended December 31, 1997 in each case as if the acquisition had occurred at the
beginning of the earliest period presented. The results including amortization
of goodwill and other intangible assets related to the Cylink Wireless Group
acquisition are as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
Nine Months Ended Twelve Months Ended
September 30, 1998 December 31, 1997
---------------------------------------- -----------------------------------------
(restated)
P-Com Cylink Pro Forma P-Com Cylink Pro Forma
--------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Sales $ 145,782 $ 4,508 $ 150,290 $220,702 $ 27,957 $ 248,659
Net income (loss) (52,577) (4,706) (57,283) 18,891 (3,443) 15,448
Net income (loss) per share:
Basic (1.22) (0.11) (1.33) 0.45 0.08 0.37
Diluted (1.22) (0.11) (1.33) 0.43 0.08 0.35
</TABLE>
After consideration of recent guidance, which included modifications of
widely recognized appraisal practices, the Company has adjusted the allocation
of the purchase price related to the acquisition of the Cylink Wireless Access
Group, which included decreasing the IPR&D charge from $33.9 million as reported
in the Company's Quarterly Report on Form 10-Q for its quarter ended March 31,
1998 to $15.4 million. The result is a lesser charge to operations for IPR&D
technology and a higher recorded value of goodwill and other intangible assets,
resulting in increased amortization of such goodwill and other intangible assets
in future periods.
IPR&D had no alternative future use at the date of acquisition and
technological feasibility had not been established.
Among the various factors considered in determining the amount of the
allocation of the purchase price to IPR&D were estimating the stage of
development of each IPR&D project at the date of acquisition, estimating cash
flows resulting from the expected revenues generated from such projects, and
discounting the net cash flows. IPR&D essentially comprised three significant
projects: a new point-to-multipoint product; a faster, less expensive, more
flexible point-to-point product; and the development of enhanced Airlink
products acquired from Cylink Wireless Group, consisting of a Voice Extender,
Data Metro II and RLL encoding products. At the time of the acquisition, these
projects were estimated to be 60%, 85% and 50% complete, respectively, with
estimated costs to complete of $2.4 million, $2.6 million and $0.6 million,
respectively. The new point-to-multipoint product will include significant
developments such as time division multiple access scalability and a software
controlled (vs. dipswitch controlled) installation system and is not expected to
be completed prior to 2000. This new product is expected to generate revenue
over the next 10 years. The point-to-point product will significantly redesign
the RF section and digital board by offering a more robust RF section,
proprietary software, network management functions
11
<PAGE>
and easier configuration options. This project is expected to be completed
during the third quarter of 1998 and generate revenues over the next 10 years.
The enhancements to existing Airlink products will focus on voice frequency,
pseudonoise code technology and the introduction of compression technology and
are expected to be completed during the first quarter of 1999. These projects
are expected to generate revenues over the next 10 years. Cost assumptions used
to determine the future cash flows of IPR&D included a gross margin of
approximately 55% and an operating income margin of approximately 35%. These
margins assume the Company is successful in developing its products and
generates some economies of scale and operating leverage as it continues to
grow. In determining the value assigned to the IPR&D, the Company used a
discount rate of 28%, which represented Cylink Wireless Group's weighted-average
cost of capital.
Developed technology is the technology that has reached technological
feasibility and is currently being sold as products in the market. Core
technology can be defined as the "building block" for future technological
developments and is derived from developed technology. As a result, for purposes
of allocating the purchase price to the intangible assets acquired, the core
technology underlying the in-process technology was separately identified and
capitalized. For the new point-to-multipoint product, the core technology
comprised the RF platform and baseband modern design. For the point-to-point
product, the core technology comprised the wireless protocol engine (FPGA
design). For the enhanced Airlink products, the core technology comprised the
site manager software.
Developed technology of $6.3 million will be amortized over the period of
the expected revenue stream of the developed products of approximately four
years. The value of the acquired workforce, $1.8 million, will be amortized on a
straight-line basis over three years, and the remaining identified intangible
assets, including core technology of $2.7 million and goodwill of $23.5 million
will be amortized on a straight-line basis over ten years. Due to the timing of
the acquisition, there was no amortization expense related to the acquisition of
the Cylink Wireless Group during the quarter ended March 31, 1998. In addition,
other factors were considered in determining the value assigned to purchased
in-process technology such as research projects in areas supporting products
which address the growing third world markets by offering a new point to
multi-point product, a faster, less expensive more flexible point-to-point
product, and the development of enhanced Airlink products, consisting of a Voice
Extender, Data Metro II, and RLL encoding products.
If none of these projects are successfully developed, the Company's sales
and profitability may be adversely affected in future periods. Additionally, the
failure of any particular individual project in process could impair the value
of other intangible assets acquired. The Company expects to begin to benefit
from the purchased in-process technology in 1999.
5. BORROWING ARRANGEMENTS
The Company entered into a new revolving line-of-credit agreement on May
15, 1998 as amended on July 31, 1998 and October 21, 1998 that provides for
borrowings of up to $50 million. At September 30, 1998, the Company had been
advanced approximately $45.9 million under such line. The maturity date of the
line-of-credit agreement is April 30, 2001. Borrowings under the line are
secured and bear interest at either a base interest rate or a variable interest
rate. The agreement requires the Company to comply with certain financial
covenants including the maintenance of specific minimum ratios. The Company was
in compliance with such covenants as of September 30, 1998.
6. INVENTORY
Inventory consists of the following (in thousands):
September 30, December 31,
1998 1997
(unaudited)
----------- ------------
Raw materials $18,227 $ 9,695
Work-in-process 46,544 32,472
Finished goods 18,456 15,836
------- -------
$83,227 $58,003
======= =======
12
<PAGE>
7. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
September 30, December 31,
1998 1997
(unaudited)
------------- ------------
Tooling and test equipment $ 48,605 $ 31,603
Computer equipment 7,730 4,950
Furniture and fixtures 7,033 4,979
Land and buildings 1,679 1,389
Construction-in-process 4,715 3,294
-------- --------
$ 69,762 $ 46,215
Less-accumulated depreciation and
amortization (22,443) (13,902)
-------- --------
$ 47,319 $ 32,313
======== =========
8. RESTRUCTURING AND OTHER CHARGES
During the quarter ended September 30, 1998, the Company incurred
restructuring and other charges of $4.3 million, consisting of severance
benefits, and the accrual of adverse lease commitments, the write-off of idle
fixed assets, and the write-off of impaired goodwill. These restructuring and
other charges resulted from the consolidation of certain of the Company's
facilities.
In addition, the Company recorded inventory reserves of $16.9 million
(including $14.5 million in inventory write downs related to the Company's
existing core business and $2.4 million in other charges to inventory relating
to the elimination of product lines) which were charged to costs of goods sold,
and accounts receivable reserves of $5.4 million which were charged to general
and administrative expenses. The Company recorded these charges in the third
quarter of 1998 primarily in response to a sudden slowdown in the receipt of
purchase orders from customers and the increased collection risk from the
Company's customers. The $4.3 million restructuring charge consisted primarily
of severance and benefits of approximately $0.6 million, facilities and fixed
assets impairments of approximately $0.9 million, and goodwill write-offs of
approximately $2.9 million.
To attempt to offset the decrease in sales, the Company laid off
approximately 121 employees from the Campbell facilities and 16 employees from
its Redditch, UK facilities during September and October 1998, incurring costs
of approximately $0.6 million. All employees were properly notified of the
impending layoff in advance and were given severance pay. Each functional vice
president submitted a list of eligible employees for the reduction in force to
the Human Resources Department where a summary list was prepared. Between
November 1998 and February 1999, the Company laid off approximately 35
additional employees from the Campbell, California facilities.
Due to the slowdown in sales, the Company combined certain operations and
closed its Telesys and Advanced Wireless facilities, incurring costs of
approximately $0.9 million. Some of the employees were transferred to other
business units while others were included in the reduction in force. As a result
of the facilities closures, certain fixed assets became idle, and leased
buildings were abandoned. The charge of $0.9 million comprises the write-off of
the remaining book value of fixed assets that became idle and were not
recoverable, and lease termination payments associated with abandoned leased
facilities. The charge does not include any expenses, such as moving expenses or
lease payments that will benefit future operations.
On April 30, 1996, the Company acquired for cash a 51% interest in Geritel,
which increased to 67% over the next two years as the company exercised its
option to acquire an additional 16% of Geritel's equity capital on terms
specified in the acquisition agreement. During the quarter ended September 30,
1998, the Company sold a piece of Geritel's business to a former owner and the
remaining business became a wholly owned subsidiary of the Company. The piece
that was sold was not deemed to be of long-term strategic value to the Company,
but it did generate revenue and positive cash flow from sales to unaffiliated
companies. The piece retained by the Company had developed proprietary
technology and products subsequent to the acquisition that principally were used
for internal consumption. Consequently, the remaining business generated
negative cash flow because revenue from internal sales did not recover the cost
of research and development and other operating costs. Since Geritel is expected
to generate negative cash flow for the foreseeable future, the Company
determined that the unamortized
13
<PAGE>
goodwill booked as part of the original purchase price was impaired.
Accordingly, the Company recorded an impairment charge of $1.6 million to reduce
the carrying amount of this goodwill to its net realizable value. Geritel's
remaining assets were not significant and were not tested for impairment.
In addition to the impairment charge associated with the Geritel goodwill,
the Company also recorded an impairment charge of $1.2 million associated with
the goodwill booked in connection with the ACS acquisition. This impairment was
triggered by the acquisition of the Cylink Wireless Group, whose products
superseded those of ACS. The Company determined that they would no longer
operate ACS as a separate business because the Cylink Wireless Group had a
broader and more advanced product offering. As a result of the negative cash
flows associated with ACS, the Company recorded an impairment charge of $1.2
million to reduce the carrying value of this goodwill to its net realizable
value. The remaining assets of ACS were not significant, and were not tested for
impairment.
In the third quarter of 1998, the Company determined there was a
significant and sudden downturn in sales for the telecommunications industry
which required a review of the Company's inventory on hand and resulted in an
increase to inventory reserves of approximately $16.9 million. This sudden
downturn was evidenced by a dramatic decrease in the Company's revenues of 48.2%
as compared with the second quarter of 1998 and further evidenced by significant
declines in the revenues of several of the Company's competitors.
The inventory reserves included an excess and obsolete reserve of
approximately $4.5 million related to the point-to-point microwave radio
inventory, primarily for 23 GHz and 38 GHz frequencies, used worldwide. The
Company makes no distinction or categorization between excess and obsolete
inventory at this time. As customer demand is not anticipated to consume the
inventory on hand within the next twelve months, the Company will continue to
attempt to sell the inventory and will dispose of it when it is deemed to be
unsaleable.
The inventory reserves also included $2.0 million for the write-off of
inventory relating to overlap between the Cylink Wireless Group product line and
the existing P-Com product line at the single T1/E1 (1.5-2.0 mbs) capacity and
2.4 and 5.7 GHz frequency. With lower demand and increased competition, the
Company needed to consolidate product lines to reduce expenses.
Additionally, the reserve included $4.3 million for the rework of excess
semi-custom finished goods that were configured for specific customer
applications or geographical regions. Prior to this quarter, the Company seldom
reworked semi-custom finished goods because inventory levels were driven based
upon forecasted continuing growth expectations worldwide. However, once the
Company determined there was a significant and sudden downturn in sales for the
telecommunication industry, reworking semi-custom finished goods and frequencies
became a more viable option because it can be less expensive than purchasing new
equipment and can reduce cash outlays for inventory. The types of rework which
can be performed include changing power supplies, changing interface connectors,
adding or reducing functionality through daughter cards, and changing frequency
bands by replacing filters or synthesizers. All of this rework represents an
attempt to consume inventory and improve cash flows. The costs required to
perform the rework include costs for material, assembly, and re-testing of the
inventory by the Company's suppliers.
The reserve also includes $1.1 million for products that have been
rendered obsolete because they have been redesigned and are old revisions, and a
general inventory reserve of approximately $5.0 million for potential excess
inventory caused by the slowdown in the industry. These reserves are primarily
for the Tel-Link point-to-point microwave radio inventory covering 7GHz, 15GHZ,
23GHz, and 38GHz frequencies for components, subassemblies, and semi-finished
goods in which the probability for usage or the ability to rework the inventory
and sell it to customers has been deemed unlikely.
The accrual balance for the inventory reserve, shown below, represents the
charge to the balance sheet contra-account for excess and obsolete inventory.
The remaining accrual balance will be relieved when the Company deems that the
inventory is not suitable for rework, is otherwise unsaleable and is disposed
of. During the fourth quarter of 1998, the Company wrote-off approximately $7.4
million of inventory against this reserve. The Company anticipates that the
remaining balance will be relieved during 1999.
With the sudden downturn in the microwave radio sector, the Company
determined that an additional $5.4 million of accounts receivable reserve was
needed. The Company's experience over the last several years had been one of an
environment in which microwave radio sales were increasing and expanding
worldwide. During the third
14
<PAGE>
quarter of 1998, the Company experienced a weakness in the market which resulted
in cancelled purchase orders, and the stronger dollar caused the Company's
customers to delay payments on equipment that had already been shipped. The
Company has over 200 customers worldwide with business levels ranging from a few
thousand to millions of dollars. The Company's credit policy on customers both
domestically and internationally requires letters of credit and down payments
for those customers deemed to be a high risk and open credit for customers which
are deemed creditworthy and have a history of timely payments with the Company.
The Company's credit policy typically allows payment terms between 30 and 90
days depending upon the customer and the cultural norms of the region. The
Company's collection process escalates from the collections department to the
sales force to senior management within the Company as needed. Outside
collection agencies and legal resources are also utilized where appropriate.
The ending accrual balance for the accounts receivable reserve of $5.4
million, shown below, represents the charge to the balance sheet contra-account,
allowance for doubtful accounts. This amount was determined after a
customer-by-customer review of all accounts more than 90 days past allowed
payment terms. The majority of accounts reserved (number being less than 25 in
total) were for customers of the Company's Tel-Link product lines. These
customers were located predominately in the emerging countries of Asia and
Africa, which experienced significant economic turmoil starting in the third
quarter of 1998.Over the subsequent quarters, the Company elected to write off
approximately $3.6 million of uncollectible accounts receivable. Collection
efforts continue on the remaining past due, reserved customer accounts.
The Company expects to benefit from these restructuring and other charges
in future quarters by reducing fixed costs and future cash requirements.
15
<PAGE>
against the accrual as of September 30, 1998, are as follows (in thousands):
<TABLE>
<CAPTION>
Beginning Expenditures Remaining
Accrual and Write-offs Accrual
--------- -------------- ---------
<S> <C> <C> <C>
Severance and benefits $ 568 $ (378) $ 190
Facilities and fixed assets write-offs 879 (487) 392
Goodwill impairment 2,884 (2,884) --
--------- -------------- ---------
Total restructuring charges 4,331 (3,749) 582
Inventory reserve 16,922 -- 16,922
Accounts receivable reserve 5,386 -- 5,386
--------- -------------- ---------
Total accrued restructuring and other charges $ 26,639 $ (3,749) $ 22,890
========= ============== =========
</TABLE>
9. CONTINGENCIES
The Company is a defendant in several class action lawsuits in which the
plaintiffs are alleging various federal and state securities laws violations by
the Company and certain of its officers and directors. The plaintiffs seek
unspecified damages based upon the decrease in market value of shares of the
Company's Common Stock. While management believes the actions are without merit
and intends to defend these actions vigorously, all of these proceedings are at
the very early stage and the Company is unable to speculate on their ultimate
outcomes. However, the ultimate results of the matters described above could
have a material adverse effect on the Company's results of operations or
financial position either through the defense or results of such litigation.
16
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements which
involve numerous risks and uncertainties. The statements contained in this
Quarterly Report on Form 10-Q that are not purely historical may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including without limitation, statements regarding the Company's
expectations, beliefs, intentions or strategies regarding the future. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Certain Risk Factors Affecting the Company" contained in this Item
2 and elsewhere in this Quarterly Report on Form 10-Q. Additional factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in the Company's 1998 Annual Report on Form 10-K/A as amended,
and other documents filed by the Company with the Securities and Exchange
Commission.
Revision of financial statements and changes to certain information
P-Com, Inc. (the "Company") is amending, and pursuant to those amendments
has revised its 1998, as reflected in this filing, and first quarter of 1999
financial statements, to revise the accounting treatment of certain contracts
with a major customer. Under a joint license and development contract, the
Company recognized $10.5 million of revenue in 1998 and $1.5 million in the
first quarter of 1999 of this $12 million contract on a percentage of completion
basis. As previously disclosed, the Company determined that a related Original
Equipment Manufacturer ("OEM") agreement which included payments of $8 million
to this customer in 1999 and 2000 specifically earmarked for marketing the
Company's products manufactured for this customer, should have offset a portion
of the revenue recognized previously. The net effect is to reduce 1998 revenue
and pretax income by $7.1 million and to reduce the first quarter of 1999
revenue and pretax income by $0.9 million. This amended filing contains related
financial information and disclosures as of and for the quarter ended September
30, 1998. See Note 1 to the Condensed Consolidated Financial Statements.
Overview
On March 28, 1998 the Company acquired substantially all of the assets,
and on April 1, 1998, the accounts receivable, of the Wireless Communications
Group of Cylink Corporation (the "Cylink Wireless Group"). The acquisition was
accounted for as a purchase business combination in accordance with Accounting
Principles Board Opinion No. 16. Under the purchase method of accounting, the
purchase price was allocated to the net tangible and identifiable intangible
assets acquired and liabilities assumed based on their estimated fair values at
the date of the acquisition with any excess recorded as goodwill. Results of
operations for the Cylink Wireless Group have been included with those of the
Company for periods subsequent to the date of acquisition.
The total purchase price of the acquisition was $58.2 million including
acquisition expenses of $2.5 million. Of the purchase price, $15.4 million has
been assigned to in-process research and development ("IPR&D") and expensed upon
the consummation of the acquisition. The Company originally recorded a $33.9
million charge for purchased IPR&D in March 1998 based upon a purchase price
allocation which was made in a manner consistent with widely recognized
appraisal practices and in consultation with its independent accountants at the
date of acquisition. Subsequently, the Company has resolved to adjust the amount
originally allocated to acquired IPR&D based on a more current and preferred
methodology. As such, the Company has adjusted the allocation of the purchase
price related to the acquisition of the Cylink Wireless Group. The result is a
lesser charge to income for IPR&D and a higher recorded value of goodwill and
other intangible assets.
Among the various factors considered in determining the amount of the
allocation of the purchase price to IPR&D were estimating the stage of
development of each IPR&D project at the date of acquisition, estimating cash
flows resulting from the expected revenues generated from such projects, and
discounting the net cash flows, in addition to other assumptions. Developed
technology will be amortized over the period of the expected revenue stream of
the developed products of approximately four years. The value of the acquired
workforce will be amortized on a straight-line basis over three years, and the
remaining identified intangibles, including goodwill and core technology will be
amortized on a straight-line basis over ten years. Amortization expense related
to the acquisition of the Cylink Wireless Group was $1.2 million during the
quarter ended September 30, 1998.
In addition, other factors were considered in determining the value
assigned to purchased in-process technology such as research projects in areas
supporting products which address the growing third world markets by offering a
new point to multi-point product, a faster, less expensive more flexible
point-to-point product, and the development of enhanced Airlink products,
consisting of a Voice Extender, Data Metro II, and RLL encoding products. At the
17
<PAGE>
time of acquisition, these projects were estimated to be 60%, 85%, and 50%
complete, respectively. The Company expects to begin to benefit from these
projects in 1999.
If none of these projects are successfully developed, the Company's sales
and profitability may be adversely affected in future periods. Additionally, the
failure of any particular individual project in process could impair the value
of other intangible assets acquired. The Company expects to begin to benefit
from the purchased in-process technology in 1999.
The Company acquired the assets of the Cylink Wireless Group to extend the
Company's existing product line and distribution channels and to provide the
Company's with additional technology and products under development. The
Wireless Group's existing product line and distribution channels provided
immediate benefit to the Company's business and the technology and products
under development were expected to provide further revenue opportunities in the
expanding markets of Asia and Latin America. The purchase price for the Cylink
Wireless Group was based on the fair value as determined by two willing
independent parties. The value for the intangible assets was determined in a
manner consistent with widely recognized appraisal practices at the date of
acquisition. Goodwill represents the excess of the purchase price over the fair
value of the net assets acquired. As the dominant supplier of spread spectrum
radios in Asia and Latin America, the established relationships provided by the
acquisition significantly improved the Company's penetration of these markets.
The Company believes that the IPR&D at the time of the acquisition constituted a
significant part of the Wireless Group's value. In particular, in certain
markets the frequency spectrum used by the Airlink products is becoming
increasingly saturated. The Viper product offered the Wireless Group's customer
a migration path into new frequency bands. The Company does not believe that
believe that it could have developed such products internally or could have
purchased them elsewhere for less.
During the second quarter of 1998, due to limited staff and facilities,
the Company delayed the research project for the new narrowband
point-to-multipoint project acquired from the Cylink Wireless Group and focused
available resources on the broadband point-to-multipoint project which is
targeted for a larger addressable market. The narrowband point-to-multipoint
project has a total remaining expected development cost of approximately $2.4
million and, due to the allocation of resources discussed above, is not expected
to be completed prior to the year 2000. The point-to-point project, discussed
above, which was acquired from the Cylink Wireless Group, was completed during
the third quarter of 1998 at an estimated total cost of $2.0 million. The
enhanced Airlink projects are scheduled to be completed during the first quarter
of 1999 at an estimated total cost of $0.6 million.
The following table sets forth items from the Consolidated Condensed
Income Statements as a percentage of sales for the periods indicated. In
addition, this Quarterly Report on Form 10-Q/A may contain forward-looking
statements that involve numerous risks and uncertainties. The statements
contained in this Quarterly Report on Form 10-Q/A that are not purely historical
may be considered forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including without limitation, statements
regarding the Company's expectations, beliefs, intentions or strategies
regarding the future. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth in the factors affecting operating results
contained in this Quarterly Report on Form 10-Q/A.
18
<PAGE>
Factors that could cause or contribute to such differences include, but are
not limited to, those discussed in the Company's 1997 Annual Report on Form 10-
K, Quarterly Report on Form 10-Q/A for the period ended June 30, 1998 and other
documents filed by the Company with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
------ ------ ------ ------
(restated) (restated)
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 140.2 57.8 78.2 59.4
------ ------ ------ ------
Gross profit (40.2) 42.2 21.8 40.6
------ ------ ------ ------
Operating expenses:
Research and development 40.4 12.4 20.5 13.4
Selling and marketing 21.1 7.1 11.6 7.0
General and administrative 36.2 8.1 13.4 7.6
Goodwill amortization 6.5 1.2 3.3 1.1
Restructuring charge 14.6 -- 3.0 --
Acquired in-process
research and development expenses -- -- 10.6 --
------ ------ ------ ------
Total operating expenses 118.9 28.8 62.4 29.1
------ ------ ------ ------
Income (loss) from operations (159.1) 13.4 (40.5) 11.5
------ ------ ------ ------
Interest and other income (expense), net (8.9) (0.2) (3.4) (0.2)
------ ------ ------ ------
Income (loss) before income taxes (168.0) 13.2 (43.9) 11.3
Provision (benefit) for income taxes (29.5) 6.2 (7.9) 4.4
------ ------ ------ ------
Net income (loss) (138.5%) 7.1% (36.1%) 6.9%
====== ====== ====== ======
</TABLE>
During 1997, the Tel-Link product line contributed approximately $154.9
million or 70.2% of the Company's total sales of approximately $220.7 million.
For the first half of 1998, the Tel-Link product line contributed approximately
$78.1 million or 67.3% of the Company's total sales of approximately $116.0
million. Tel-Link product line sales for the third quarter of 1998 decreased
from an average of $38.8 million for the proceeding six quarters to
approximately $4.9 million. The slowdown in the market is attributable to the
lower demand for the product due in part to the economic turmoil in Asia, and
increased competition and downward pricing pressure.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND
1997
Overview. During the third quarter of 1998, the Company incurred
restructuring and other charges of $4.3 million, consisting of severance
benefits, facilities and fixed assets impairments and goodwill impairments.
These restructuring and other charges resulted from the consolidation of the
Company's facilities and were related to severance, facility consolidation
expense, and write-downs of impaired assets and goodwill. In addition, the
Company recorded inventory reserves of $16.9 million (including $14.5 million in
inventory write downs related to the Company's existing core business and $2.4
million in other charges to inventory relating to the elimination of product
lines) which were charged to costs of goods sold, and accounts receivable
reserves of $5.4 million which were charged to general and administrative
expenses. The Company recorded these charges in the third quarter of 1998
primarily in response to a sudden slowdown in receipt of purchase orders from
customers and the increased collection risk.
The restructuring and other charges consisted primarily of severance and
benefits of approximately $0.6 million, facilities and fixed assets impairments
of approximately $0.9 million, and goodwill write-offs of approximately $2.8
million.
To attempt to offset the decrease in sales, the Company laid off
approximately 121 employees from the Campbell, California facilities and 16
employees from its Redditch, UK facilities during September and October 1998.
All employees were properly notified of the impending layoff in advance and were
given severance pay. Each functional vice president submitted a list of eligible
employees for the reduction in force to the Human Resources Department where a
summary list was prepared. Between November 1998 and February 1999, the Company
laid off approximately 35 additional employees from its Campbell, California
facilities.
19
<PAGE>
Due to the slowdown in sales, the Company combined certain operations and
closed its Telesys and Advanced Wireless facilities. Some of the employees were
transferred to other business units while others were included in the reduction
in force. Facilities expenses, such as rent expense, were expensed and certain
fixed assets at closed locations were written down. In addition, goodwill
created through acquisitions of these business units was written off in the
restructuring charge. The Company's operations in Florida moved into more
suitable facilities and the Company expensed the remaining lease payments on the
original building.
Between April 30, 1996 and June 30, 1998, the Company purchased 100%
equity interest in Geritel which develops, sells and installs transmission
systems and owns mountain top sights for antenna location. Subsequent to the
initial investment on April 30, 1996, Geritel developed a synthesizer designed
for the Company's Tel-Link radio and developed its manufacturing capabilities to
assemble a Tel-Link outdoor unit. In 1998, the Company sold a segment of its
Geritel operations to a former owner and wrote off the remaining goodwill
created in the original purchase, approximately $1.6 million. The Company
continues to operate its Geritel facility to develop and manufacture
synthesizers and assemble outdoor units, but the Company discontinued and sold
the microwave radio technology and the service and installation business
originally purchased during the acquisition. The Company also wrote off the
remaining goodwill of ACS of approximately $1.2 million because the designs were
superseded by the overlap of product families acquired in the Cylink Wireless
Group acquisition.
In the third quarter of 1998, the Company determined there was a
significant and sudden downturn in sales for the telecommunications industry
which required a review of the Company's inventory on hand and resulted in an
increase to inventory reserves of approximately $16.9 million. This sudden
downturn was evidenced by a dramatic decrease in the Company's revenues of 48.2%
as compared with the second quarter of 1998 and further evidenced by significant
declines in the revenues of several of the Company's competitors.
The inventory reserves included an excess and obsolete reserve of
approximately $4.5 million related to the point-to-point microwave radio
inventory, primarily for 23 GHz and 38 GHz frequencies, used worldwide. The
Company makes no distinction or categorization between excess and obsolete
inventory at this time. As customer demand is not anticipated to consume the
inventory on hand within the next twelve months, the Company will continue to
attempt to sell the inventory and will dispose of it when it is deemed to be
unsaleable.
The inventory reserves also included $2.0 million for the write-off of
inventory relating to overlap between the Cylink Wireless Group product line and
the existing P-Com product line at the single T1/E1 (1.5-2.0 mbs) capacity and
2.4 and 5.7 GHz frequency. With lower demand and increased competition, the
Company needed to consolidate product lines to reduce expenses.
Additionally, the reserve included $4.3 million for the rework of excess
semi-custom finished goods that were configured for specific customer
applications or geographical regions. Prior to this quarter, the Company seldom
reworked semi-custom finished goods because inventory levels were driven based
upon forecasted continuing growth expectations worldwide. However, once the
Company determined there was a significant and sudden downturn in sales for the
telecommunication industry, reworking semi-custom finished goods and frequencies
became a more viable option because it can be less expensive than purchasing new
equipment and can reduce cash outlays for inventory. The types of rework which
can be performed include changing power supplies, changing interface connectors,
adding or reducing functionality through daughter cards, and changing frequency
bands by replacing filters or synthesizers. All of this rework represents an
attempt to consume inventory and improve cash flows. The costs required to
perform the rework include costs for material, assembly, and re-testing of the
inventory by the Company's suppliers.
The reserve also includes $1.1 million for products that have been
rendered obsolete because they have been redesigned and are old revisions, and a
general inventory reserve of approximately $5.0 million for potential excess
inventory caused by the slowdown in the industry. These reserves are primarily
for the Tel-Link point-to-point microwave radio inventory covering 7GHz, 15GHZ,
23GHz, and 38GHz frequencies for components, subassemblies, and semi-finished
goods in which the probability for usage or the ability to rework the inventory
and sell it to customers has been deemed unlikely.
With the sudden and unexpected downturn in the microwave radio sector, The
Company determined that an additional $5.4 million of accounts receivable
reserve was needed. The Company's experience over the last several years had
been one of an environment in which microwave radio sales were increasing and
expanding worldwide. During the third quarter of 1998, the Company experienced a
weakness in the market which resulted in cancelled
20
<PAGE>
purchase orders, and the stronger dollar caused the Company's customers to delay
payments on equipment that had already been shipped. The Company has over 200
customers worldwide with business levels ranging from a few thousand to millions
of dollars. The Company's credit policy on customers both domestically and
internationally requires letters of credit and down payments for those customers
deemed to be a high risk and open credit for customers which are deemed credit
worthy and have a history of timely payments with the Company. The Company's
credit policy typically allows payment terms between 30 and 90 days depending
upon the customer and the cultural norms of the region. The Company's collection
process escalates from the collections department to the sales force to senior
management within the Company as needed. Outside collection agencies and legal
resources are also utilized where appropriate. The ending accrual balance for
the accounts receivable reserve of $5.4 million, represents the charge to the
balance sheet contra-account, allowance for doubtful accounts. This amount was
determined after a customer-by-customer review of all accounts more than 90 days
past allowed payment terms. The majority of accounts reserved (number being less
than 25 in total) were for customers of the Company's Tel-Link product lines.
These customers were located predominately in the emerging countries of Asia and
Africa, which experienced significant economic turmoil starting in the third
quarter of 1998. Over the subsequent quarters, the Company elected to write off
approximately $3.6 million of uncollectible accounts receivable. Collection
efforts continue on the remaining past due, reserved customer accounts.
The Company expects to benefit from these restructuring and other charges
in future quarters by reducing fixed costs and future cash disbursements.
Sales. Sales for the three months ended September 30, 1998 and 1997 were
approximately $29.7 million and $57.2 million, respectively, a decrease of
48.1%. Sales for the nine months ended September 30, 1998 and 1997 were
approximately $145.8 million and $156.5 million, respectively, a decrease of
6.8%. The decrease was primarily due to the market slowdown for the Company's
Tel Link product line. For the nine months ended September 30, 1998, four
customers accounted for 46.7% of the sales of the Company. For the nine months
ended September 30, 1997, seven customers accounted for 52.5% of the sales of
the Company. Sales to new customers in the third quarter of 1998 (excluding
companies recently acquired) were less than 10% of total sales.
Sales for the Tel-Link product line for the three months ended September
30, 1998 and 1997 were approximately $4.9 million or 16% of total sales and
$42.8 million or 75% of total sales, respectively. Sales for the Tel-Link
product line for the nine months ended September 30, 1998 and 1997 were
approximately $83.0 million or 57% of total sales and $113.3 million or 72% or
total sales, respectively. The slow down in the market is attributable to the
lower demand for the product due in part to the economic turmoil in Asia, and
increased competition and downward pricing pressure.
Mitigating the impact of the decrease in the Tel-Link product line were
increases in sales of the Cylink product line, product sales for Technosystem
and service sales. Sales for Technosystem for the three months ended September
30, 1998 and 1997 were approximately $7.7 million and $3.5 million,
respectively. Sales for the nine months ended September 20, 1998 and 1997 were
approximately $20.0 million and $11.9 million, respectively. Sales for the
Cylink Wireless Group product line for the three months and nine months ended
September 30, 1998 were approximately $6.2 million and $16.9 million,
respectively. The Company acquired the Cylink Wireless Group product line in
1998, and no sales were attributable to this product line in 1997.
Product sales for the three months ended September 30, 1998 and 1997 were
approximately $19.9 million and $50.4 million, respectively, or 66.8% and 88.2%
of total sales, respectively. Product sales for the nine months ended September
30, 1998 and 1997 were approximately $119.8 million and $136.0 million,
respectively, or 82.2% and 86.9% of total sales, respectively.
Service sales for the three months ended September 30, 1998 and 1997 were
approximately $9.9 million and $6.8 million, respectively. Service sales for the
nine months ended September 30, 1998 and 1997 were approximately $26.0 million
and $20.5 million, respectively. The increase in service sales from year to year
is primarily due to the expansion into international markets through
acquisitions in the United Kingdom and Italy.
Historically, the Company has generated a majority of its sales outside of
the United States. For the three months ended September 30, 1998, the Company
generated approximately $9.8 million or 33% of its sales in the US and
approximately $20.0 million or 67.3% internationally. For the nine months ended
September 30, 1998, the Company generated approximately $34.6 million or 23.7%
of its sales in the US and approximately $111.2 million or 76.3%
internationally.
Gross Profit. For the three months ended September 30, 1998, the gross
profit was approximately $(12.0) million, or (40.2)% of sales. For the three
months ended September 30, 1997, gross profit was approximately $24.1
21
<PAGE>
million, or 42.2% of sales. For the nine months ended September 30, 1998 and
1997, gross profit was approximately $31.8 million or 21.8% of net sales, and
approximately $63.6 million, or 40.6% of net sales, respectively. As discussed
above, the decline in gross profit in the third quarter of 1998 compared to the
corresponding period in 1997 was primarily due to inventory write-downs of
$16.9 million.
Research and Development. For the three months ended September 30, 1998
and 1997, research and development expenses were approximately $12.0 million and
$7.1 million, respectively. The increase in research and development expenses
during the three months ended September 30, 1998 as compared to the
corresponding period in 1997 was due primarily to increased staffing and new
product development. As a percentage of sales, research and development expenses
increased from 12.4% in the three months ended September 30, 1997 to 40.4% in
the corresponding period in 1998. The increase in research and development
expenses as a percentage of sales was primarily due to a lower level of sales in
the three months ended September 30, 1998 as compared to the corresponding
period in 1997.
Research and development expenses for the nine months ended September 30,
1998 and 1997 were approximately $29.9 million and $20.9 million, respectively.
The increase in research and development during the nine months ended September
30, 1998, as compared to the corresponding period in 1997 was due primarily to
increased staffing and new product development. As a percentage of sales,
research and development expenses increased from 13.4% in the nine months ended
September 30, 1997 to 20.5% in the corresponding period in 1998. The increase in
research and development expenses as a percentage of sales was primarily due to
increased expenses related to new product development and slower growth in
sales. The Company expects that research and development expenses will continue
to increase significantly in absolute dollars during the remainder of 1998
compared to the 1997 fiscal year.
Selling and Marketing. For the three months ended September 30, 1998 and
1997, selling and marketing expenses were approximately $6.3 million and $4.1
million, respectively. The increase in selling and marketing expenses in the
three months ended September 30, 1998, as compared to the corresponding period
in 1997, was primarily due to increased staffing and increased expenses relating
to the Company's expansion of its international sales and marketing
organization. As a percentage of sales, selling and marketing expenses increased
from 7.1% in the three months ended September 30, 1997 to 21.1% in the
corresponding period in 1998. The increase in selling and marketing expenses as
a percentage of sales was primarily due a lower level of sales in the three
months ended September 30, 1998, as compared to the corresponding period in
1997.
Selling and marketing expenses for the nine months ended September 30,
1998 and 1997 were approximately $17.0 million and $11.0 million, respectively.
The increase in selling and marketing during the nine months ended September 30,
1998, as compared to the corresponding period in 1997 was due primarily to
increased staffing, and increased expenses relating to the Company's expansion
of its international sales and marketing organization. As a percentage of sales,
selling and marketing expenses increased from 7.0% in the nine months ended
September 30, 1997 to 11.6% in the corresponding period in 1998. The increase in
selling and marketing expenses as a percentage of sales was primarily due to the
costs relating to the expansion of the Company's international sales force. The
Company expects that selling and marketing expenses will continue to increase
significantly in absolute dollars during the remainder of 1998.
General and Administrative. For the three months ended September 30, 1998
and 1997, general and administrative expenses were $10.8 million and $4.7
million, respectively. The increase was principally due to increased staffing,
other costs resulting from the Company's expansion of its operations and a $5.4
million increase in the allowance for doubtful accounts in 1998. As a percentage
of sales, general and administrative expenses increased from 8.1% in the three
months ended September 30, 1997 to 36.3% in the corresponding period in 1998.
This increase in general and administrative expenses as a percentage of sales
was due primarily to the increase in the allowance for doubtful accounts and to
a lower level of sales in the three months ended September 30, 1998 as compared
to the corresponding period in 1997. The Company expects that general and
administrative expenses may continue to increase significantly in absolute
dollars during the remainder of 1998.
General and administrative expenses for the nine months ended September
30, 1998 and 1997 were approximately $19.5 million and $12.2 million,
respectively. This increase was due primarily to increased staffing, other costs
resulting from the Company's expansion of its operations and a $5.4 million
increase in the allowance for doubtful accounts. As a percentage of sales,
general and administrative expenses increased from 7.6% in the nine months ended
September 30, 1997 to 13.4% in the corresponding period in 1998. This increase
in general and administrative expenses as a percentage of sales during the nine
months ended September 30, 1998 as compared to the corresponding period in 1997
was primarily due to increased staffing and the increase in the allowance for
22
<PAGE>
doubtful accounts. The Company expects that general and administrative expenses
may continue to increase significantly in absolute dollars during the remainder
of 1998.
Goodwill Amortization. Goodwill amortization consists of the charge to
income that results from the allocation over the estimated useful life of the
component of the cost of the Company's acquisitions accounted for by the
purchase method which is greater than the fair value of the net assets acquired.
For the three months ended September 30, 1998 and 1997, goodwill amortization
was $1.9 million and $0.6 million, respectively. The increase in goodwill
amortization in the three months ended September 30, 1998 as compared to the
corresponding period in 1997 was due primarily to the acquisition of the Cylink
Wireless Group in March 1998.
Goodwill amortization for the nine months ended September 30, 1998 and
1997 was $4.7 million and $1.5 million, respectively. The increase in goodwill
amortization in the nine months ended September 30, 1998 as compared to the
corresponding period in 1997 was due to the acquisitions of Technosystem S.p.A.
("Technosystem") a Rome, Italy-based company, Columbia Spectrum Management LP
("CSM") a Vienna, Virginia-based company, and the Cylink Wireless Group in
February 1997, March 1997, and March 1998, respectively.
Restructuring and Other Charges. During the third quarter of 1998, the
Company incurred restructuring and other charges of $4.3 million, consisting of
severance benefits, and impairments of facilities, fixed assets, and goodwill.
These restructuring and other charges resulted from the consolidation of certain
of the Company's facilities.
In addition, the Company recorded inventory reserves of $16.9 million
(including $14.5 million in inventory write downs related to the Company's
existing core business and $2.4 million in other charges to inventory relating
to the elimination of product lines) which were charged to costs of goods sold,
and accounts receivable reserves of $5.4 million which were charged to general
and administrative expenses. The Company recorded these charges in the third
quarter of 1998 primarily in response to a sudden slowdown in the receipt of
purchase orders from customers and the increased collection risk from the
Company's customers. The $4.3 million restructuring charge consisted primarily
of severance and benefits of approximately $0.6 million, facilities and fixed
assets impairments of approximately $0.9 million, and goodwill write-offs of
approximately $2.9 million.
To attempt to offset the decrease in sales, the Company laid off
approximately 121 employees from the Campbell facilities and 16 employees from
its Redditch, UK facilities during September and October 1998, incurring costs
of approximately $0.6 million. All employees were properly notified of the
impending layoff in advance and were given severance pay. Each functional vice
president submitted a list of eligible employees for the reduction in force to
the Human Resources Department where a summary list was prepared. Between
November 1998 and February 1999, the Company laid off approximately 35
additional employees from the Campbell facilities. The employee lay-offs
described above resulted in a reduction of costs of approximately $0.6 million
per quarter, which includes approximately $0.2 million in cost of sales, $0.2
million in research and development , $0.1 million in sales and marketing, and
$0.1 million in general and administrative expense.
Due to the slowdown in sales, the Company combined certain operations and
closed its Telesys and Advanced Wireless facilities, incurring costs of
approximately $0.9 million. Some of the employees were transferred to other
business units while others were included in the reduction in force. As a result
of the facilities closures, certain fixed assets became idle, and leased
buildings were abandoned. The charge of $0.9 million comprises the write off of
the remaining book value of fixed assets that became idle and were not
recoverable, and lease termination payments associated with abandoned leased
facilities. The charge does not include any expenses, such as moving expenses or
lease payments that will benefit future operations.
On April 30, 1996, the Company acquired for cash a 51% interest in
Geritel, which increased to 67% over the next two years as the company exercised
its option to acquire an additional 16% of Geritel's equity capital on terms
specified in the acquisition agreement. During the quarter ended September 30,
1998, the Company sold a piece of Geritel's business to a former owner and the
remaining business became a wholly owned subsidiary of the Company. The piece
that was sold was not deemed to be of long-term strategic value to the Company,
but it did generate revenue and positive cash flow from sales to unaffiliated
companies. The piece retained by the Company had developed proprietary
technology and products subsequent to the acquisition that principally were used
for internal consumption. Consequently, the remaining business generated
negative cash flow because revenue from internal sales did not recover the cost
of research and development and other operating costs. Since Geritel is expected
to generate negative cash flow for the foreseeable future, the Company
determined that the unamortized goodwill booked as part of the original purchase
price was impaired. Accordingly, the Company recorded an impairment charge of
$1.6 million to reduce the carrying amount of this goodwill to its net
realizable value. Geritel's remaining assets were not significant and were not
tested for impairment.
23
<PAGE>
In addition to the impairment charge associated with the Geritel goodwill,
the Company also recorded an impairment charge of $1.2 million associated with
the goodwill booked in connection with the ACS acquisition. This impairment was
triggered by the acquisition of the Cylink Wireless Group, whose products
superceded those of ACS. The Company determined that they would no longer
operate ACS as a separate business because the Cylink Wireless Group had a
broader and superior product offering. As a result of the negative cash flows
associated with ACS, the Company recorded an impairment charge of $1.2 million
to reduce the carrying value of this goodwill to its net realizable value. The
remaining assets of ACS were not significant, and were not tested for
impairment.
In the third quarter of 1998, the Company determined there was a
significant and sudden downturn in sales for the telecommunications industry
which required a review of the Company's inventory on hand and resulted in an
increase to inventory reserves of approximately $16.9 million. This sudden
downturn was evidenced by a dramatic decrease in the Company's revenues of 53%
as compared with the second quarter of 1998 and further evidenced by significant
declines in the revenues of several of the Company's competitors.
The inventory reserves included an excess and obsolete reserve of
approximately $4.5 million related to the point-to-point microwave radio
inventory, primarily for 23 GHz and 38 GHz frequencies, used worldwide. The
Company makes no distinction or categorization between excess and obsolete
inventory at this time. As customer demand is not anticipated to consume the
inventory on hand within the next twelve months, the Company will continue to
attempt to sell the inventory and will dispose of it when it is deemed to be
unsaleable.
The inventory reserves also included $2.0 million for the write-off of
inventory relating to overlap between the Cylink Wireless Group product line and
the existing P-Com product line at the single T1/E1 (1.5-2.0 mbs) capacity and
2.4 and 5.7 GHz frequency. With lower demand and increased competition, the
Company needed to consolidate product lines to reduce expenses.
Additionally, the reserve included $4.3 million for the rework of excess
semi-custom finished goods that were configured for specific customer
applications or geographical regions. The Company's inventory levels were driven
based upon forecasted continuing growth expectations worldwide. It is not
customary to rework semi-custom finished goods and frequencies, however, it can
be less expensive than purchasing new equipment and can reduce cash outlays for
inventory. The types of rework which can be performed include changing power
supplies, changing interface connectors, adding or reducing functionality
through daughter cards, and changing frequency bands by replacing filters or
synthesizers. All of this rework represents an attempt to consume inventory and
improve cash flows. The costs required to perform the rework include costs for
material, assembly, and re-testing of the inventory by the Company's suppliers.
The reserve also includes $1.1 million for products that have been
rendered obsolete because they have been redesigned and are old revisions, and a
general inventory reserve of approximately $5.0 million for potential excess
inventory caused by the slowdown in the industry. These reserves are primarily
for the Tel-Link point-to-point microwave radio inventory covering 7GHz, 15GHZ,
23GHz, and 38GHz frequencies for components, subassemblies, and semi-finished
goods in which the probability for usage or the ability to rework the inventory
and sell it to customers has been deemed unlikely.
The accrual balance for the inventory reserve, shown below, represents the
charge to the balance sheet contra-account for excess and obsolete inventory.
The remaining accrual balance will be relieved when the Company deems that the
inventory is not suitable for rework and is otherwise unsaleable. During the
fourth quarter of 1998 the Company relieved approximately $7.4 million of the
inventory reserve. The Company anticipates that the remaining balance will be
relieved during 1999.
With the sudden and unexpected downturn in the microwave radio sector, the
Company determined that an additional $5.4 million of accounts receivable
reserve was needed. The Company's experience over the last several years had
been one of an environment in which microwave radio sales were increasing and
expanding worldwide. During the third quarter if 1998, the Company experienced a
weakness in the market which resulted in cancelled purchase orders, and the
stronger dollar caused the Company's customers to delay payments on equipment
that had already been shipped. The Company has over 200 customers worldwide with
business levels ranging from a few thousand to millions of dollars. The
Company's credit policy on customers both domestically and internationally
requires letters of credit and down payments for those customers deemed to be a
high risk and open credit for customers which are deemed credit worthy and have
a history of timely payments with the Company. The Company's credit policy
typically allows payment terms between 30 and 90 days depending upon the
customer and
24
<PAGE>
the cultural norms of the region. The Company's collection process escalates
from the collections department to the sales force to senior management within
the Company as needed. Outside collection agencies and legal resources are also
utilized where appropriate.
The ending accrual balance for the accounts receivable reserve of $5.4
million, shown below, represents the charge to the balance sheet contra-account,
allowance for doubtful accounts. Over the subsequent quarters, the Company
elected to write off approximately $3.6 million of uncollectible accounts
receivable. The Company expects to benefit from these restructuring and other
charges in future quarters by reducing fixed costs and future cash
requirements.
The accrued restructuring and other charges and amounts charged against the
accrual as of September 30, 1998, are as follows (in thousands):
<TABLE>
<CAPTION>
Beginning Expenditures Remaining
Accrual and Write-offs Accrual
--------- -------------- ---------
<S> <C> <C> <C>
Severance and benefits $ 568 $ (378) $ 190
Facilities and fixed assets write-offs 879 (487) 392
Goodwill impairment 2,884 (2,884) --
--------- -------------- ---------
Total restructuring charges 4,331 (3,749) 582
Inventory reserve 16,922 -- 16,922
Accounts receivable reserve 5,386 -- 5,386
--------- -------------- ---------
Total accrued restructuring and other charges $ 26,639 $ (3,749) $ 22,890
========= ============== =========
</TABLE>
In-Process Research and Development. The Company recorded a charge for
in-process research and development ("IPR&D") in March 1998 relating to the
acquisition of the Cylink Wireless Group in a manner consistent with widely
recognized appraisal practices at the date of acquisition. Subsequent to this
time, the Company became aware of new information, which brought into question
the traditional appraisal methodology, and revised its purchase price allocation
based upon a more current and preferred methodology. As a result of computing
in-process research and development using the more current and preferred
methodology, the first quarter charge for acquired IPR&D was decreased from
$33.9 million previously recorded to $15.4 million, a decrease of $18.5 million
with a corresponding increase in goodwill and other intangible assets and
related amortization in subsequent quarters. Technological feasibility was not
established for the expensed IPR&D, and the expensed IPR&D had no alternative
future use. The portion of the purchase price allocated to goodwill and other
intangible assets includes $6.3 million of developed technology, $2.7 million of
core technology, $1.8 million of assembled workforce, and $23.5 million of
goodwill.
Among the various factors considered in determining the amount of the
allocation of the purchase price to IPR&D were estimating the stage of
development of each IPR&D project at the date of acquisition, estimating cash
flows resulting from the expected revenues generated from such projects, and
discounting the net cash flows. In addition, other factors were considered in
determining the value assigned to purchased in-process technology such as
research projects in areas supporting products which address the growing third
world markets.
IPR&D essentially comprised three significant projects: a new
point-to-multipoint product; a faster, less expensive, more flexible
point-to-point product; and the development of enhanced Airlink products
acquired from Cylink Wireless Group, consisting of a Voice Extender, Data Metro
II and RLL encoding products. At the time of the acquisition, these projects
were estimated to be 60%, 85% and 50% complete, respectively, with estimated
costs to complete of $2.4 million, $2.6 million and $0.6 million, respectively.
The new point-to-multipoint product will include significant developments such
as time division multiple access scalability and a software controlled (vs.
dipswitch controlled) installation system and is not expected to be completed
prior to 2000. This new product is expected to generate revenue over the next 10
years. The point-to-point product will significantly redesign the RF section and
digital board by offering a more robust RF section, proprietary software,
network management functions and easier configuration options. This project is
expected to be completed during the third quarter of 1998 and generate revenues
over the next 10 years. The enhancements to existing Airlink products will focus
on voice frequency, pseudonoise code technology and the introduction of
compression technology and are expected to be completed during the first quarter
of 1999. These projects are expected to generate revenues over the next 10
years. Cost assumptions used to determine the future cash flows of IPR&D
included a gross margin of approximately 55% and an operating income margin of
approximately 35%. These margins assume the Company is successful in developing
its products and generates some economies of scale and operating leverage as it
continues to grow. In determining the value assigned to the IPR&D, the Company
used a discount rate of 28%, which represented Cylink Wireless Group's
weighted-average cost of capital. Additionally, the failure of any particular
individual project in
25
<PAGE>
process could impair the value of other intangible assets acquired.
Developed technology is the technology that has reached technological
feasibility and is currently being sold as products in the market. Core
technology can be defined as the "building block" for future technological
developments and is derived from developed technology. As a result, for purposes
of allocating the purchase price to the intangible assets acquired, the core
technology underlying the in-process technology was separately identified and
capitalized. For the new point-to-multipoint product, the core technology
comprised the RF platform and baseband modern design. For the point-to-point
product, the core technology comprised the wireless protocol engine (FPGA
design). For the enhanced Airlink products, the core technology comprised the
site manager software. Developed technology of $6.3 million will be amortized
over the period of the expected revenue stream of the developed products of
approximately four years. The value of the acquired workforce, $1.8 million,
will be amortized on a straight-line basis over three years, and the remaining
identified intangible assets, including core technology of $2.7 million and
goodwill of $23.5 million will be amortized on a straight-line basis over ten
years.
Due to the timing of the acquisition, there was no amortization expense
related to the acquisition of the Cylink Wireless Group during the quarter ended
March 31, 1998. The Company acquired the assets of the Cylink Wireless Group to
extend the Company's existing product line and distribution channels and to
provide the Company's with additional technology and products under development.
The Wireless Group's existing product line and distribution channels provided
immediate benefit to P-COM's business and the technology and products under
development were expected to provide further revenue opportunities in the
expanding markets of Asia and Latin America. The purchase price for the Cylink
Wireless Group was based on the fair value as determined by two willing
independent parties. The value for the intangible assets was determined in a
manner consistent with widely recognized appraisal practices. Goodwill
represents the excess of the purchase price over the fair value of the net
assets acquired. As the dominant supplier of spread spectrum radios in Asia and
Latin America, the established relationships provided by the acquisition
significantly improved the Company's penetration of these markets. The Company
believes that IPR&D at the time of the acquisition constituted a significant
part of the Wireless Group's value. In particular, in certain markets the
frequency spectrum used by the Airlink products is becoming increasingly
saturated. The Viper product offered the Wireless Group's customer a migration
path into new frequency bands. The Company does not believe that it could have
developed such products internally or could have purchased them elsewhere for
less.
Interest and Other Income (Expense). The Company incurred interest expense
of $2.2 million and $5.8 million during the three-month and nine-month periods
ended September 30, 1998, respectively, as compared to $0.2 million and $1.3
million during the corresponding period in 1997.
For the third quarter of 1998, interest expense consisted primarily of
interest and fees incurred on borrowings under the Company's bank line of
credit, interest on the principal amount of the Company's Convertible
Subordinated Promissory Notes ("Notes") due 2002, and equipment leases and
finance charges related to the Company's receivables purchase agreements. For
the third quarter of 1997, interest expense consisted primarily of interest and
fees incurred on borrowings under the Company's bank line of credit. For the
third quarter of 1997, interest income consisted primarily of interest generated
from the Company's cash in its interest bearing bank accounts.
The Company generated interest income of $0.2 million and $1.4 million
during the three-month and nine-month periods ended September 30, 1998,
respectively, as compared to $0.2 million and $0.9 million during the
corresponding period in 1997.
Interest income consisted primarily of interest income generated from the
Company's cash in its interest bearing bank accounts.
The Company incurred other income and expenses, resulting in net expenses
of $0.6 million during the three-month period ended September 30, 1998 as
compared to net expenses of $0.1 million during the corresponding period in
1997. The Company incurred other income and expenses, resulting in net expenses
of $0.6 million during the nine-month period ended September 30, 1998 as
compared to net other income of $0.1 million during the corresponding period in
1997.
Other income and expense consist primarily of translation gains and losses
relating to the financial statements of the Company's international subsidiaries
and trade discounts taken.
LIQUIDITY AND CAPITAL RESOURCES
The Company used approximately $32.1 million in operating activities
during the nine months ended September 30, 1998, primarily due to the net loss
(excluding non-cash charges for acquired in-process research and
26
<PAGE>
development expense of $15.4 million) of $37.2 million and an increase in
inventory, deferred taxes, and prepaid expenses of $20.1 million, $13.8 million,
and $4.6 million, respectively, and a decrease in income taxes payable of $2.3
million. These uses of cash were partially offset by a decrease in accounts
receivable of $23.8 million, and depreciation and amortization expense of $8.5
million and $4.7 million, respectively, and an increase in other accrued
liabilities and deferred liabilities of $4.0 million and $8.0 million,
respectively.
On March 28 and April 1, 1998, the Company acquired substantially all of
the assets of the Cylink Wireless Group, for $46.0 million in cash and $14.5
million in a short term, non-interest bearing unsecured subordinated promissory
note due July 6, 1998. The Company has withheld approximately $4.8 million of
the short-term promissory note due to the Company's belief that Cylink
Corporation breached various provisions of the acquisition agreement. In the
Asset Purchase Agreement between the Company and Cylink Corporation, Cylink
Corporation agreed to sell certain assets to the Company, including a specific
list of accounts receivable. Subsequent to the purchase and before the $14.5
million note was due, the Company determined that approximately $4.8 million of
accounts receivable were uncollectible. The $4.8 million of promissory note
holdback is being disputed by Cylink Wireless Group and is in arbitration. The
Company is not currently seeking active collection of these receivables. The
Cylink Wireless Group designs, manufactures and markets spread spectrum radio
products for voice and data applications in both domestic and international
markets. The Company incurred a one time research and development charge of
approximately $15.4 million in the first quarter of 1998. In connection with the
acquisition of the assets of the Cylink Wireless Group, the Company purchased
the net accounts receivable balance of $4.2 million on April 1, 1998. The
consideration for these accounts receivable was included in the total purchase
price of $58.2 million in cash and debt mentioned above.
The Company used approximately $85.2 million in investing activities
during the nine months ended September 30, 1998 consisting of approximately
$61.7 million for acquisitions, including the assets of the Cylink Wireless
Group and $23.4 million to acquire capital equipment.
The Company generated approximately $53.6 million in its financing
activities during the nine months ended September 30, 1998. The Company received
approximately $45.7 million from borrowings under its bank line of credit, and
approximately $2.0 million under other banking relationships, principally with
the Company's subsidiaries in Italy, approximately $1.6 million from the
proceeds of a sale leaseback transaction, and approximately $4.4 million from
the issuance of the Company's Common Stock pursuant to the Company's stock
option and employee stock purchase plans.
At September 30, 1998 and December 31, 1997, net accounts receivable were
approximately $51.4 million and $70.9 million, respectively. The Company has
established a receivables purchase agreement that allows the Company to sell up
to $25 million in accounts receivable to two banks. As of September 30, 1998,
$24.5 million of the Company's accounts receivable have been sold pursuant to
such contract. These sales have no recourse to the Company. The Company plans to
continue to utilize this facility as part of managing its overall liquidity
and/or third-party financing programs. At September 30, 1998 and December 31,
1997, inventory was approximately $83.2 million and $58.0 million, respectively.
Of the $25.2 million increase that occurred in the nine months ended September
30, 1998, $5.1 million was due to the acquisition of inventory from the Cylink
Wireless Group acquisition.
At September 30, 1998, the Company had working capital of approximately
$77.1 million, compared to $174.6 million at December 31, 1997. In recent
quarters, most of the Company's sales have been realized near the end of each
quarter, resulting in a significant investment in accounts receivable at the end
of the quarter. In addition, the Company expects that its investments in
accounts receivable and inventories will continue to be significant and will
continue to represent a significant portion of working capital. Significant
investments in accounts receivable and inventories will continue to subject the
Company to increased risks that have and could continue to materially adversely
affect the Company's business, prospects, financial condition and results of
operations.
The Company's principal sources of liquidity as of September 30, 1998
consisted of approximately $23.6 million of cash and cash equivalents. In
addition, the Company entered into a new revolving line-of-credit agreement on
May 15, 1998, as amended July 31, 1998 and October 21, 1998, that provides for
borrowings of up to $50.0 million. As of September 30, 1998, the Company had
been advanced approximately $45.9 million under such line. The maturity date of
the line of credit is April 30, 2001. Borrowings under the line are secured and
bear interest at either a base interest rate or a variable interest rate. The
agreement requires the Company to comply with certain financial covenants,
including the maintenance of specific minimum ratios. The Company was in
compliance with such covenants as of September 30, 1998. Management has
implemented plans to reduce the Company's cash requirement, through a
combination of reductions in working capital, equipment purchases and operating
27
<PAGE>
expenditures. Management believes that such plans, combined with existing cash
balances and other sources of liquidity, should enable the Company to meet its
cash requirements through fiscal year 1999. However, there can be no assurance
that the Company will be able to implement these plans or that it will be able
to do so without a material adverse effect on the Company's business, financial
results or results of operations.
At present, the Company does not have any material commitments for capital
equipment purchases. However, the Company's future capital requirements will
depend upon many factors, including the development of new radio systems and
related software tools, potential acquisitions, the extent and timing of
acceptance of the Company's radio systems in the market, requirements to
maintain adequate manufacturing facilities, working capital requirements for its
acquired entities including Geritel S.p.A. ("Geritel"), Atlantic Communication
Sciences, Inc. ("ACS"), Technosystem, Control Resources Corporation ("CRC"),
Columbia Spectrum Management ("CSM"), RT Masts Limited ("RT Masts"), Advanced
Wireless Engineering LLC ("Advanced"), Telesys (UK) Limited ("Telesys"), Cemetel
S.p.A. ("Cemetel"), Telematics, Inc. ("Telematics") and Cylink Wireless Group,
the progress of the Company's research and development efforts, expansion of the
Company's marketing and sales efforts, the Company's results of operations and
the status of competitive products. The Company believes that cash and cash
equivalents on hand, anticipated cash flow from operations, if any, and funds
available from the Company's bank line-of-credit will be adequate to fund its
ordinary operations for at least the next twelve months. There can be no
assurance, however, that the Company will not require additional financing prior
to such date to fund its operations or for acquisitions. For a discussion of
risk factors associated with the Company's future capital requirements, please
see "Certain Factors Affecting Operating Results--Future Capital Requirements"
and "Acquisitions."
There can be no assurance that any of the operations of ACS, Geritel, RT
Masts, Advanced, Telematics, Telesys, Technosystem, CRC, CSM or Cylink Wireless
Group will be profitable after the acquisitions. Moreover, there can be no
assurance that the anticipated benefits of the ACS, Geritel, Technosystem, RT
Masts, Telematics, Telesys, CRC, Advanced, CSM and Cylink Wireless Group
acquisitions will be realized. The ongoing process of integrating the operations
of ACS, Geritel, Technosystem, RT Masts, Telematics, Telesys, Advanced, CRC, CSM
and Cylink Wireless Group into the Company's operations has resulted in
unforeseen operating difficulties and could continue to absorb significant
management attention, expenditures and reserves that would otherwise be
available for the ongoing development of the Company's business.
28
<PAGE>
CERTAIN FACTORS AFFECTING OPERATING RESULTS
Limited Operating History
P-Com was founded in August 1991 and was in the development stage until
October 1993 when it began commercial shipments of its first product. From
inception to the end of the third quarter of fiscal 1998, the Company generated
a cumulative net loss of approximately $34.2 million. The decrease in cumulative
net profit from the fourth quarter of 1997 through the third quarter of 1998 was
due primarily to the net loss of $41.2 million in the third quarter of 1998
which included restructuring and other charges of $26.6 million and the acquired
in-process research and development charge of approximately $15.4 million
related to the acquisition of the assets of the Cylink Wireless Group recorded
in the first quarter of fiscal 1998. From October 1993 through September 30,
1998, the Company generated sales of approximately $600.6 million, of which
$366.4 million, or 61.0% of such amount, was generated in the year ended
December 31, 1997 and the first three quarters of 1998. The Company does not
believe recent growth rates are indicative of future operating results. Due to
the Company's limited operating history and limited resources, among other
factors, there can be no assurance that profitability or significant revenues on
a quarterly or annual basis will occur in the future. During 1997 and the first
three quarters of 1998, the Company's operating expenses increased more rapidly
than the Company had anticipated. During the third quarter of 1998, the Company
has also experienced a decrease in revenue as compared to the first two quarters
of 1998 due principally to the market slowdown for the Company's Tel Link
product line. There can be no assurance that the Company's revenues will
continue to remain at or increase from the levels experienced in 1997 or in the
first half 1998 or that sales will not decline. In fact, during the first nine
months of 1998, the Company has experienced its lowest rates of sequential sales
growth since it became a public company. The Company's net sales for the third
quarter of 1998 (which included sales from many newly acquired businesses in
1998) were approximately 50% less than its sales for the comparable period in
1997. The Company expects its sales in the near future to be significantly below
recent comparable periods. In recent quarters, the Company has been experiencing
higher than historical price declines. The decline in prices has had a
significant downward impact on the Company's gross margin. There can be no
assurance that such pricing pressure will not continue in future quarters. The
Company expects its gross margins as a percentage of revenues to continue to be
below comparable periods for the next several quarters. The Company intends to
continue to invest significant amounts in its operations, particularly to
support product development and the marketing and sales of recently introduced
products, and, despite recent cost- cutting efforts, the Company will continue
to incur significant operating expenses. If the Company's sales do not
correspondingly increase, the Company's results of operations, business and
financial condition would be materially adversely affected. Accordingly, there
can be no assurance that the Company will achieve profitability in future
periods. The Company believes it will likely report an operating loss during the
fourth quarter of fiscal year 1998 and could report a net loss for such quarter.
The Company is subject to all of the risks inherent in the operation of a new
business enterprise, and there can be no assurance that the Company will be able
to successfully address these risks.
Significant Customer Concentration
To date, approximately four hundred customers accounted for substantially
all of the Company's sales, and two customers, each of which individually
accounted for over 10% of the Company's 1997 sales, accounted for over 27% of
the Company's 1997 sales. During the first three quarters of 1998, four
customers accounted for 46.7% of the Company's sales and as of September 30,
1998, seven customers accounted for 46.1% of the Company's backlog scheduled for
shipment in the twelve months subsequent to September 30, 1998. The Company
anticipates that it will continue to sell its products and services to a
changing but still relatively small group of customers. Several of the Company's
subsidiaries are dependent on one or a few customers. Some companies
implementing new networks are at early stages of development and may require
additional capital to fully implement their planned networks. The Company's
ability to achieve sales in the future will depend in significant part upon its
ability to obtain and fulfill orders from, maintain relationships with and
provide support to existing and new customers, to manufacture systems in volume
on a timely and cost-effective basis and to meet stringent customer performance
and other requirements and shipment delivery dates, as well as the condition,
working capital availability and success of its customers. As a result, any
cancellation, reduction or delay in orders by or shipments to any customer, as a
result of manufacturing or supply difficulties or otherwise, or the inability of
any customer to finance its purchases of the Company's products or services, as
has been the case with certain customers historically, may materially adversely
affect the Company's business, financial condition and results of operations. In
addition, financial difficulties of any existing or potential customers may
limit the overall demand for the Company's products and services (for example,
certain potential customers in the telecommunications industry have been
reported to have undergone financial difficulties and may therefore limit their
future orders). In addition, acquisitions in the communications industry are
common, which further concentrates the customer base and may cause orders to be
delayed or cancelled. There can be no
29
<PAGE>
assurance that the Company's sales will increase in the future or that the
Company will be able to support or attract customers. See "Results of
Operations."
Significant Fluctuations in Results of Operations
The Company has experienced and will in the future continue to experience
significant fluctuations in sales, gross margins and operating results. The
procurement process for most of the Company's current and potential customers is
complex and lengthy, and the timing and amount of sales is difficult to predict
reliably. There can be no assurance that profitability or significant revenue
growth on a quarterly or annual basis will occur in the future. The sale and
implementation of the Company's products and services generally involves a
significant commitment of the Company's senior management, sales force and other
resources. The sales cycle for the Company's products and services typically
involves a significant technical evaluation and commitment of cash and other
resources, with the attendant delays frequently associated with, among other
things: (i) existing and potential customers' seasonal purchasing and budgetary
cycles; (ii) educating customers as to the potential applications of, and
product-life cost savings associated with, using the Company's products and
services; (iii) complying with customers' internal procedures for approving
large expenditures and evaluating and accepting new technologies that affect key
operations; (iv) complying with governmental or other regulatory standards; (v)
difficulties associated with each customer's ability to secure financing; (vi)
negotiating purchase and service terms for each sale; and (vii) price decreases
required to secure purchase orders. Orders for the Company's products have
typically been strongest towards the end of the calendar year, with a reduction
in shipments occurring during the summer months, as evidenced in the third
quarter of fiscal years 1997 and 1998, due primarily to the inactivity of the
European market, the Company's major current customer base, at such time. To the
extent that this trend continues, the Company's results of operations will
fluctuate from quarter to quarter.
In addition, a single customer's order scheduled for shipment in a quarter
can represent a significant portion of the Company's potential sales for such
quarter. There can be no assurance that the Company will be able to obtain such
large orders from single customers in the future. The Company has at times
failed to receive expected orders, and delivery schedules have been deferred as
a result of changes in customer requirements and commitments, among other
factors. As a result, the Company's operating results for a particular period
have in the past been and will in the future be materially adversely affected by
a delay, rescheduling or cancellation of even one purchase order. Much of the
anticipated growth in telecommunications infrastructure, if any, is expected to
result from the entrance of new service providers, many of which do not have the
financial resources of existing service providers. To the extent these new
service providers are unable to adequately finance their operations, they may
cancel orders. Moreover, purchase orders are often received and accepted
substantially in advance of shipment, and the failure to reduce actual costs to
the extent anticipated or an increase in anticipated costs before shipment could
materially adversely affect the gross margins for such orders, and as a result,
the Company's results of operations. Moreover, most of the Company's backlog
scheduled for shipment in the twelve months subsequent to September 30, 1998 can
be canceled since orders are often made substantially in advance of shipment,
and the Company's contracts typically provide that orders may be canceled with
limited or no penalties. As a result, backlog is not necessarily indicative of
future sales for any particular period. In addition, the Company's customers
have increasingly been requiring shipment of products at the time of ordering
rather than submitting purchase orders far in advance of expected dates of
product shipment. Furthermore, most of the Company's sales in recent quarters
have been realized near the end of each quarter. Accordingly, a delay in a
shipment near the end of a particular quarter, as the Company has been
experiencing recently, due to, for example, an unanticipated shipment
rescheduling, pricing concessions to customers, a cancellation or deferral by a
customer, competitive or economic factors, unexpected manufacturing or other
difficulties, delays in deliveries of components, subassemblies or services by
suppliers, or the failure to receive an anticipated order, may cause sales in a
particular quarter to fall significantly below the Company's expectations and
may materially adversely affect the Company's operating results for such
quarter.
In connection with its efforts to ramp-up production of products and
services, the Company expects to continue to make substantial capital
investments in equipment and inventory, recruit and train additional personnel
and possibly invest in additional manufacturing facilities. The Company
anticipates that these expenditures will be made in advance of, and in
anticipation of, increased sales and, therefore, that its gross margins will
continue to be adversely affected from time-to-time due to short-term
inefficiencies associated with the addition of equipment and inventory,
personnel or facilities, and that each cost category may increase as a
percentage of revenues from time-to-time on a periodic basis. In addition, as
the Company's customers increasingly require shipment of products at the time of
ordering, the Company must forecast demand for each quarter and build up
inventory accordingly. Such increases in inventory could materially adversely
affect the Company's operations, if such inventory were not utilized or becomes
obsolete. In the first three quarters of 1998, the Company wrote down $18.3
million of
30
<PAGE>
inventory.
A large portion of the Company's expenses are fixed and difficult to
reduce should revenues not meet the Company's expectations, thus magnifying the
material adverse effect of any revenue shortfall. Furthermore, announcements by
the Company or its competitors of new products, services and technologies could
cause customers to defer or cancel purchases of the Company's systems and
services, which would materially adversely affect the Company's business,
financial condition and results of operations. Additional factors that have
caused and will continue to cause the Company's sales, gross margins and results
of operations to vary significantly from period to period include new product
introductions and enhancements, including related costs; weakness in Asia; over
capacity for microwave industry; the Company's ability to manufacture and
produce sufficient volumes of systems and meet customer requirements;
manufacturing capacity, efficiencies and costs; customer confusion due to the
impact of actions of competitors; mix of sales through direct efforts or through
distributors or other third parties; mix of systems and related software tools
sold and services provided; operating and new product development expenses;
product discounts; accounts receivable collection, in particular those acquired
in recent acquisitions, especially outside of the United States; changes in
pricing by the Company, its customers or suppliers; inventory write-offs, as the
Company has been experiencing in several recent quarters and which the Company
may experience again in the future; inventory obsolescence; natural disasters;
market acceptance by the Company's customers and the timing of availability of
new products and services by the Company or its competitors; acquisitions,
including costs and expenses; usage of different distribution and sales
channels; fluctuations in foreign currency exchange rates; delays or changes in
regulatory approval of its systems and services; warranty and customer support
expenses; severance costs; consolidation and other restructuring costs; the
pending stockholder class action litigation suits; the Company's potential need
for additional financing; customization of systems; and general economic and
political conditions. In addition, the Company's results of operations have been
and will continue to be influenced significantly by competitive factors,
including the pricing and availability of, and demand for, competitive products
and services. All of the above factors are difficult for the Company to
forecast, and these or other factors could continue to materially adversely
affect the Company's business, financial condition and results of operations. As
a result, the Company believes that period-to-period comparisons are not
necessarily meaningful and should not be relied upon as indications of future
performance. Based on current market conditions, the Company presently expects
that net sales for the three month period ending December 31, 1998 will be
significantly lower than net sales in the comparable period in 1997. Due to lack
of order visibility and the current trend of order delays, deferrals and
cancellations, the Company can give no assurance that it will be able to achieve
or maintain its current sales levels. The Company believes it will likely report
an operating loss for the quarter ending December 31, 1998 and could report a
net loss for such quarter. Should current market conditions continue to
deteriorate, the Company may incur operating and net losses in subsequent
periods. Additionally, management continues to evaluate market conditions in
order to assess the need to take further action to more closely align its cost
structure with anticipated revenues. Any subsequent actions by the Company could
result in restructuring charges, inventory write-downs and provisions for the
impairment of long-lived assets, which could materially adversely affect the
Company's business, financial condition and results of operations. Due to all of
the foregoing factors, it is likely that the Company's operating results could
continue to be below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock may continue to be
materially adversely affected.
Acquisitions
Since April 1996, the Company has acquired nine complementary companies
and businesses. Integration of these companies into the Company's business is
currently ongoing, and no assurance may be made that the Company will be able to
successfully complete this process. Risks commonly encountered in such
transactions include the difficulty of assimilating the operations and personnel
of the combined companies, the potential disruption of the Company's ongoing
business, the inability to retain key technical and managerial personnel, the
inability of management to maximize the financial and strategic position of the
Company through the integration of acquired businesses, additional expenses
associated with amortization of acquired intangible assets, dilution of existing
stockholders, the maintenance of uniform standards, controls, procedures, and
policies, the impairment of relationships with employees and customers as a
result of any integration of new personnel, risks of entering markets in which
the Company has no or limited direct prior experience, and operating companies
in different geographical locations with different cultures. All of the
Company's acquisitions to date (the "Acquisitions"), except the acquisitions of
CRC, RT Masts and Telematics have been accounted for under the purchase method
of accounting, and as a result, a significant amount of goodwill is being
amortized as set forth in the Company's consolidated financial statements. This
amortization expense may have a significant effect on the Company's financial
results. Additionally, the accounting for acquisitions and the resulting charges
for in-process research and development costs has been undergoing scrutiny. Any
resulting restatement of the in-process research and
31
<PAGE>
development charge the Company recognized in conjunction with any of its
acquisitions, including the Cylink Wireless Group acquisition, could result in a
lesser charge to income for in-process technology and the creation of a higher
value of acquired technology, an intangible asset. The creation of additional
intangible assets would have the impact of increasing amortization expense,
which could have a material adverse affect on the Company's results of
operations, business and financial condition. There can be no assurance that the
Company will be successful in overcoming these risks or any other problems
encountered in connection with such acquisitions, or that such transactions will
not materially adversely affect the Company's business, financial condition, or
results of operations.
As part of its overall strategy, the Company plans to continue to acquire
or invest in complementary companies, products or technologies and to enter into
joint ventures and strategic alliances with other companies. In July 1998, the
Company acquired Cemetel S.p.A., an Italian limited liability company engaged in
the supply of engineering services to wireless telecommunication providers in
Italy, for an aggregate consideration of approximately $2.9 million. The Company
competes for acquisition and expansion opportunities with many entities that
have substantially greater resources than the Company. There can be no assurance
that the Company will be able to successfully identify suitable acquisition
candidates, pay for acquisitions, complete acquisitions, or expand into new
markets. Once integrated, acquired businesses may not achieve comparable levels
of revenues, profitability, or productivity as the existing business of the
Company, or the stand alone acquired company, or otherwise perform as expected.
In addition, as commonly occurs with mergers of technology companies, during the
pre-merger and integration phases, aggressive competitors may undertake formal
initiatives to attract customers and to recruit key employees through various
incentives. If the Company proceeds with one or more significant acquisitions in
which the consideration consists of cash, as was the case with Cylink Wireless
Group, a substantial portion of the Company's available cash could be used to
consummate the acquisitions. Many business acquisitions must be accounted for as
a purchase for financial reporting purposes. Most of the businesses that might
become attractive acquisition candidates for the Company are likely to have
significant goodwill and intangible assets, and acquisition of these businesses,
if accounted for as a purchase, as was the case with Cylink Wireless Group,
would typically result in substantial amortization of goodwill charges to the
Company. The occurrence of any of these events could have a material adverse
effect on the Company's workforce, business, financial condition and results of
operations.
Dependence on Contract Manufacturers; Reliance on Sole or Limited Sources
of Supply
The Company's internal manufacturing capacity is very limited. The Company
utilizes contract manufacturers such as Remec, Inc., Sanmina Corporation, SPC
Electronics Corp., GSS Array Technology, Celeritek, Inc. and Senior Systems
Technology, Inc. to produce its systems, components and subassemblies and
expects to rely increasingly on these and other manufacturers in the future. The
Company also relies on outside vendors to manufacture certain other components
and subassemblies. There can be no assurance that the Company's internal
manufacturing capacity and that of its contract manufacturers will be sufficient
to fulfill the Company's orders. Failure to manufacture, assemble and ship
systems and meet customer demands on a timely and cost-effective basis could
damage relationships with customers and have a material adverse effect on the
Company's business, financial condition and operating results. Certain necessary
components, subassemblies and services necessary for the manufacture of the
Company's systems are obtained from a sole supplier or a limited group of
suppliers. In particular, Eltel Engineering S.r.L. and Associates, Milliwave,
Scientific Atlanta and Xilinx, Inc. each are sole source or limited source
suppliers for critical components used in the Company's radio systems.
The Company's reliance on contract manufacturers and on sole suppliers or
a limited group of suppliers and the Company's increasing reliance on contract
manufacturers and suppliers involves several risks, many of which the Company
has been experiencing, including an inability to obtain an adequate supply of
finished products and required components and subassemblies, and reduced control
over the price, timely delivery, reliability and quality of finished products,
components and subassemblies. The Company does not have long-term supply
agreements with most of its manufacturers or suppliers. Manufacture of the
Company's products and certain of these components and subassemblies is an
extremely complex process, and the Company has from time to time experienced and
may in the future continue to experience problems in the timely delivery and
quality of products and certain components and subassemblies from vendors.
Certain of the Company's suppliers have relatively limited financial and other
resources. Any inability to obtain timely deliveries of components and
subassemblies of acceptable quality or any other circumstance that would require
the Company to seek alternative sources of supply, or to manufacture its
finished products or such components and subassemblies internally, could delay
the Company's ability to ship its systems, which could damage relationships with
current or prospective customers and have a material adverse effect on the
Company's business, financial condition and results of operations.
32
<PAGE>
No Assurance of Successful Expansion of Operations; Management of Growth
Recently, in response to market declines generally and lower than expected
performance over the last few quarters, the Company has introduced measures to
reduce operating expenses, including reductions in the Company's workforce in
July and September 1998. However, prior to such cost reduction measures, the
Company had significantly expanded the scale of its operations to support then
anticipated continuing increased sales and to address critical infrastructure
and other requirements. This expansion included the leasing of additional space,
the opening of branch offices and subsidiaries in the United Kingdom, Italy,
Germany, Singapore, Mexico and Dubai, the opening of design centers and
manufacturing operations throughout the world, the acquisition of a significant
amount of inventory (the Company's inventory increased from approximately $58.0
million at December 31, 1997 to approximately $83.2 million at September 30,
1998) and accounts receivable, nine acquisitions, significant investments in
research and development to support product development and services, including
the recently introduced products and the development of point-to-multipoint
systems, and the hiring of additional personnel in all functional areas,
including in sales and marketing, manufacturing and operations and finance. Such
expansion resulted in significantly higher operating expenses for the Company
than in prior years, most of which are significant fixed costs which the Company
must maintain despite cost-cutting initiatives. In addition, in order to prepare
for the future, the Company is required to continue to invest resources in its
acquired and new businesses. Currently, the Company is devoting significant
resources to the development of new products and technologies and is conducting
evaluations of these products and will continue to invest significant additional
resources in plant and equipment, inventory and other items, to begin production
of these products and to provide the marketing and administration, if any,
required to service and support these new products. Accordingly, there can be no
assurance that gross profit margin and inventory levels will not continue to be
materially adversely impacted in the future by the Company's recent and future
performance, as well as start-up costs associated with initial production and
installation of new products. These start-up costs include, but are not limited
to, additional manufacturing overhead, additional allowance for doubtful
accounts, inventory and warranty reserve requirements and the creation of
service and support organizations. In addition, the increases in inventory on
hand for new product development and customer service requirements has
significantly increased the risk and occurrence of inventory write-offs. As a
result, the Company anticipates that it will continue to incur significant
operating expenses. If the Company's sales do not correspondingly increase, the
Company's results of operations will continue to be materially adversely
affected.
Expansion of the Company's operations and its acquisitions have caused and
are continuing to impose a significant strain on the Company's management,
financial, manufacturing and other resources and have disrupted the Company's
normal business operations. The Company's ability to manage the recent and any
possible future growth, should it occur, will depend upon a significant
expansion of its manufacturing, accounting and other internal management systems
and the implementation and subsequent improvement of a variety of systems,
procedures and controls, including improvements relating to inventory control.
For a number of reasons, the Company has not been able to fully consolidate and
integrate the operations of certain acquired businesses. This inability may
continue to cause inefficiencies, additional operational complexities and
expenses and greater risks of billing delays, inventory write-offs and financial
reporting difficulties. The Company must establish and improve a variety of
systems, procedures and controls to more efficiently coordinate its activities
in its companies and their facilities in Rome and Milan, Italy, France, Poland,
the United Kingdom, Mexico, Dubai, New Jersey, Florida, Virginia, Washington and
elsewhere. There can be no assurance that significant problems in these areas
will not re-occur. Any failure to expand these areas and implement and improve
such systems, procedures and controls, including improvements relating to
inventory control, in an efficient manner at a pace consistent with the
Company's business could have a material adverse effect on the Company's
business, financial condition and results of operations. In particular, the
Company must successfully manage the transition to higher internal and external
volume manufacturing, including the establishment of adequate facilities, the
control of overhead expenses and inventories, the development, introduction,
marketing and sales of new products, the management and training of its employee
base, the integration and coordination of a geographically and ethnically
diverse group of employees and the monitoring of its third party manufacturers
and suppliers. Although the Company has substantially increased the number of
its manufacturing personnel and significantly expanded its internal and external
manufacturing capacity, there can be no assurance that the Company will not
experience manufacturing or other delays or problems that could materially
adversely affect the Company's business, financial condition or results of
operations.
In this regard, any significant sales growth, should it occur, will be
dependent in significant part upon the Company's expansion of its marketing,
sales, manufacturing and customer support capabilities. This expansion will
continue to require significant expenditures to build the necessary
infrastructure. There can be no assurance that the Company's attempts to expand
its marketing, sales, manufacturing and customer support efforts will be
successful or
33
<PAGE>
will result in additional sales or profitability in any future period. As a
result of the expansion of its operations and the significant increase in its
operating expenses, as well as the difficulty in forecasting revenue levels, the
Company will continue to experience significant fluctuations in its revenues,
costs, and gross margins, and therefore its results of operations. See "Results
of Operations."
Declining Average Selling Prices
The Company believes that average selling prices and gross margins for its
systems and services will continue to decline in the long term as such systems
mature, as volume price discounts in existing and future contracts take effect
and as competition intensifies, among other factors. To offset declining average
selling prices, the Company believes that it must successfully introduce and
sell new systems and additional features on a timely basis, develop new products
that incorporate advanced software and other features that can be sold at higher
average selling prices and reduce the costs of its systems through contract
manufacturing, design improvements and component cost reduction, among other
actions. To the extent that new products and additional features are not
developed in a timely manner, do not achieve customer acceptance or do not
generate higher average selling prices, and the Company is unable to offset
declining average selling prices, the Company's gross margins will decline, and
such decline will have a material adverse effect on the Company's business,
financial condition and results of operations. See "Results of Operations."
Trade Account Receivables
The Company is subject to credit risk in the form of trade account
receivables. The Company may in certain circumstances be unable to enforce a
policy of receiving payment within a limited number of days of issuing bills,
especially in the case of customers that are in the early phases of business
development. In addition, many of the Company's foreign customers are granted
longer payment terms than those typically existing in the United States. The
Company has experienced difficulties in the past in receiving payment in
accordance with the Company's policies, particularly from customers awaiting
financing to fund their expansion and from customers outside of the United
States and the days sales outstanding of receivables have increased recently.
There can be no assurance that such difficulties will not continue in the
future, which could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company typically does not
require collateral or other security to support customer receivables. The
Company is currently party to a contract pursuant to which it is permitted to
sell up to $25 million of its receivables. The Company may from time to time in
the future continue to sell its receivables, as part of an overall customer
financing program. There can be no assurance that the Company will be able to
locate parties to purchase such receivables on acceptable terms, or at all. See
"Results of Operations."
No Assurance of Product Quality, Performance and Reliability
The Company has limited experience in producing and manufacturing its
systems and contracting for such manufacture. The Company's customers require
very demanding specifications for quality, performance and reliability. There
can be no assurance that problems will not occur in the future with respect to
the quality, performance and reliability of the Company's systems or related
software tools. If such problems occur, the Company could experience increased
costs, delays in or cancellations or rescheduling of orders or shipments, delays
in collecting accounts receivable and product returns and discounts, any of
which would have a material adverse effect on the Company's business, financial
condition or results of operations. In addition, in order to maintain its ISO
9001 registration, the Company periodically must undergo a recertification
assessment. Failure to maintain such registration could materially adversely
affect the Company's business, financial condition and results of operations.
The Company completed ISO 9001 registration for its United Kingdom sales and
customer support facility, its Geritel facility in Italy in 1996, and its
Technosystem facility in Italy in 1997 and other facilities will also be
attempting ISO 9001 registration. There can be no assurance that such
registration will be achieved.
Uncertainty of Market Acceptance
The future operating results of the Company depend to a significant extent
upon the continued growth and increased availability and acceptance of
microcellular, PCN/PCS and wireless local loop access telecommunications
services in the United States and internationally. There can be no assurance
that the volume and variety of wireless telecommunications services or the
markets for and acceptance of such services will continue to grow, or that such
services will create a demand for the Company's systems. Because these markets
are relatively new, it is difficult to predict which segments of these markets
will develop and at what rate these markets will grow, if at all. If the short-
haul millimeter wave or spread spectrum microwave wireless radio market and
related services for the Company's systems fails to grow, or grows more slowly
than anticipated, the Company's business, financial condition and
34
<PAGE>
results of operations would be materially adversely affected. In addition, the
Company has invested a significant amount of time and resources in the
development of point- to-multipoint radio systems. Should the
point-to-multipoint radio market fail to develop, or should the Company's
products fail to gain market acceptance, the Company's business, financial
condition and results of operations could be materially adversely affected.
Certain sectors of the communications market will require the development and
deployment of an extensive and expensive communications infrastructure. In
particular, the establishment of PCN/PCS networks will require very large
capital expenditures. There can be no assurance that communications providers
have the ability to or will make the necessary investment in such infrastructure
or that the creation of this infrastructure will occur in a timely manner.
Moreover, one potential application of the Company's technology, use of the
Company's systems in conjunction with the provision by wireless
telecommunications service providers of alternative wireless access in
competition with the existing wireline local exchange providers, is dependent on
the pricing of wireless telecommunications services at rates competitive with
those charged by wireline telephone companies. Rates for wireless access are
currently substantially higher than those charged by wireline companies, and
there can be no assurance that rates for wireless access will generally be
competitive with rates charged by wireline companies. If wireless access rates
are not competitive, consumer demand for wireless access will be materially
adversely affected. If the Company allocates its resources to any market segment
that does not grow, it may be unable to reallocate its resources to other market
segments in a timely manner, which may curtail or eliminate its ability to enter
such market segments.
Certain of the Company's current and prospective customers are currently
delivering products and technologies which utilize competing transmission media
such as fiber optic and copper cable, particularly in the local loop access
market. To successfully compete with existing products and technologies, the
Company must, among many actions, offer systems with superior price/performance
characteristics and extensive customer service and support, supply such systems
on a timely and cost-effective basis in sufficient volume to satisfy such
prospective customers' requirements and otherwise overcome any reluctance on the
part of such customers to transition to new technologies. Any delay in the
adoption of the Company's systems may result in prospective customers utilizing
alternative technologies in their next generation of systems and networks, which
would have a material adverse effect on the Company's business, financial
condition and results of operations. There can be no assurance that prospective
customers will design their systems or networks to include the Company's
systems, that existing customers will continue to include the Company's systems
in their products, systems or networks in the future, or that the Company's
technology will to any significant extent replace existing technologies and
achieve widespread acceptance in the wireless telecommunications market. Failure
to achieve or sustain commercial acceptance of the Company's currently available
radio systems or to develop other commercially acceptable radio systems would
materially adversely affect the Company's business, financial condition and
results of operations. In addition, there can be no assurance that industry
technical standards will remain the same or, if emerging standards become
established, that the Company will be able to conform to these new standards in
a timely and cost-effective manner.
Intensely Competitive Industry
The wireless communications market is intensely competitive. The Company's
wireless-based radio systems compete with other wireless telecommunications
products and alternative telecommunications transmission media, including copper
and fiber optic cable. The Company has experienced increasingly intense
competition worldwide from a number of leading telecommunications companies that
offer a variety of competitive products and services and broader
telecommunications product lines, including Adtran, Inc., Alcatel Network
Systems, California Microwave, Inc., Digital Microwave Corporation (which has
recently acquired other competitors, including Innova International Corp. and
MAS Technology, Ltd.), Ericsson Limited ("Ericsson"), Harris Corporation-Farinon
Division, Larus Corporation, Nokia Telecommunications ("Nokia"), Philips T.R.T.,
Utilicom and Western Multiplex Corporation, many of which have substantially
greater installed bases, financial resources and production, marketing,
manufacturing, engineering and other capabilities than the Company. The Cylink
Wireless Group which the Company acquired in early 1998, competes with a large
number of companies in the wireless communications markets, including U.S. local
exchange carriers and foreign telephone companies. The most significant
competition for such group's products in the wireless market is from telephone
companies that offer leased line data services. The Company faces actual and
potential competition not only from these established companies, but also from
start-up companies that are developing and marketing new commercial products and
services. The Company may also face competition in the future from new market
entrants offering competing technologies. In addition, the Company's current and
prospective customers and partners, certain of which have access to the
Company's technology or under some circumstances are granted the right to use
the technology for purposes of manufacturing, have developed, are currently
developing or could develop the capability to manufacture products competitive
with those that have been or may be developed or manufactured by the Company. In
addition, Nokia and Ericsson have recently developed new competitive radio
systems. The Company's results of operations will depend in part upon
35
<PAGE>
the extent to which these customers elect to purchase from outside sources
rather than develop and manufacture their own radio systems. There can be no
assurance that such customers will rely on or expand their reliance on the
Company as an external source of supply for their radio systems. The principal
elements of competition in the Company's market and the basis upon which
customers may select the Company's systems include price, performance, software
functionality, ability to meet delivery requirements and customer service and
support. Recently, certain of the Company's competitors have announced the
introduction of competitive products, including related software tools and
services, and the acquisition of other competitors and competitive technologies.
The Company expects its competitors to continue to improve the performance and
lower the price of their current products and services and to introduce new
products and services or new technologies that provide added functionality and
other features. New product and service offerings and enhancements by the
Company's competitors could cause a significant decline in sales or loss of
market acceptance of the Company's systems, or make the Company's systems,
services or technologies obsolete or noncompetitive. The Company is experiencing
significant price competition especially from large system integrators, and
expects such competition to intensify, which could continue to materially
adversely affect its gross margins and its business, financial condition and
results of operations. The Company believes that to be competitive, it will
continue to be required to expend significant resources on, among other items,
new product development and enhancements. In marketing its systems and services,
the Company will face competition from vendors employing other technologies and
services that may extend the capabilities of their competitive products beyond
their current limits, increase their productivity or add other features. There
can be no assurance that the Company will be able to compete successfully in the
future.
Requirement for Response to Rapid Technological Change and Requirement for
Frequent New Product Introductions
The communications market is subject to rapid technological change,
frequent new product introductions and enhancements, product obsolescence,
changes in end-user requirements and evolving industry standards. The Company's
ability to be competitive in this market will depend in significant part upon
its ability to successfully develop, introduce and sell new systems and
enhancements and related software tools, including its point-to-multipoint
systems currently under development, on a timely and cost-effective basis that
respond to changing customer requirements. Recently, the Company has been
developing point-to- multipoint radio systems. Any success of the Company in
developing new and enhanced systems, including its point-to-multipoint systems
currently under development, and related software tools will depend upon a
variety of factors, including new product selection, integration of the various
elements of its complex technology, timely and efficient completion of system
design, timely and efficient implementation of manufacturing and assembly
processes and its cost reduction program, development and completion of related
software tools, system performance, quality and reliability of its systems and
development and introduction of competitive systems by competitors. The Company
has experienced and is continuing to experience delays from time to time in
completing development and introduction of new systems and related software
tools, including products acquired in the Acquisitions. Moreover, there can be
no assurance that the Company will be successful in selecting, developing,
manufacturing and marketing new systems or enhancements or related software
tools. There can be no assurance that errors will not be found in the Company's
systems after commencement of commercial shipments, which could result in the
loss of or delay in market acceptance, as well as significant expenses
associated with re-work of previously delivered equipment. The inability of the
Company to introduce in a timely manner new systems or enhancements or related
software tools that contribute to sales could have a material adverse effect on
the Company's business, financial condition and results of operations.
36
<PAGE>
International Operations; Risks of Doing Business in Developing Countries
Most of the Company's sales to date have been made to customers located
outside of the United States. In addition, to date, the Company has acquired
three Italy-based companies and two United Kingdom-based companies and four U.S.
companies with substantial international operations. These companies currently
sell their products and services primarily to customers in Europe, the Middle
East and Africa. The Company anticipates that international sales will continue
to account for a majority of its sales for the foreseeable future. Historically,
the Company's international sales have been denominated in British pounds
sterling or United States dollars. With recent acquisitions of foreign
companies, certain of the Company's international sales may be denominated in
other foreign currencies. A decrease in the value of foreign currencies relative
to the United States dollar could result in losses from transactions denominated
in foreign currencies. With respect to the Company's international sales that
are United States dollar-denominated, such a decrease could make the Company's
systems less price-competitive and could have a material adverse effect upon the
Company's business, financial condition and results of operations. The Company
has in the past mitigated its currency exposure to the British pound sterling
through hedging measures. However, any future hedging measures may be limited in
their effectiveness with respect to the British pound sterling and other foreign
currencies. Additional risks inherent in the Company's international business
activities include changes in regulatory requirements, costs and risks of
localizing systems in foreign countries, delays in receiving components and
materials, availability of suitable export financing, timing and availability of
export licenses, tariffs and other trade barriers, political and economic
instability, difficulties in staffing and managing foreign operations, branches
and subsidiaries, difficulties in managing distributors, potentially adverse tax
consequences, foreign currency exchange fluctuations, the burden of complying
with a wide variety of complex foreign laws and treaties and the difficulty in
accounts receivable collections. Many of the Company's customer purchase and
other agreements are governed by foreign laws, which may differ significantly
from U.S. laws. Therefore, the Company may be limited in its ability to enforce
its rights under such agreements and to collect damages, if awarded. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business, financial condition and results of operations.
International telephone companies are in many cases owned or strictly
regulated by local regulatory authorities. Access to such markets is often
difficult due to the established relationships between a government owned or
controlled telephone company and its traditional indigenous suppliers of
telecommunications equipment. The successful expansion of the Company's
international operations in certain markets will depend on its ability to
locate, form and maintain strong relationships with established companies
providing communication services and equipment in targeted regions. The failure
to establish regional or local relationships or to successfully market or sell
its products in international markets could significantly limit the Company's
ability to expand its operations and would materially adversely affect the
Company's business, financial condition and results of operations. The Company's
inability to identify suitable parties for such relationships, or even if such
parties are identified, to form and maintain strong relationships with such
parties could prevent the Company from generating sales of its products and
services in targeted markets or industries. Moreover, even if such relationships
are established, there can be no assurance that the Company will be able to
increase sales of its products and services through such relationships.
Some of the Company's potential markets consist of developing countries
that may deploy wireless communications networks as an alternative to the
construction of a limited wired infrastructure. These countries may decline to
construct wireless telecommunications systems or construction of such systems
may be delayed for a variety of reasons, in which event any demand for the
Company's systems in those countries will be similarly limited or delayed. In
doing business in developing markets, the Company may also face economic,
political and foreign currency fluctuations that are more volatile than those
commonly experienced in the United States and other areas.
Extensive Government Regulation
Radio communications are subject to extensive regulation by the United
States and foreign laws and international treaties. The Company's systems must
conform to a variety of domestic and international requirements established to,
among other things, avoid interference among users of radio frequencies and to
permit interconnection of equipment. Each country has a different regulatory
process. Historically, in many developed countries, the unavailability of
frequency spectrum has inhibited the growth of wireless telecommunications
networks. In order for the Company to operate in a jurisdiction, it must obtain
regulatory approval for its systems and comply with different regulations in
each jurisdiction. Regulatory bodies worldwide are continuing the process of
adopting new standards for wireless communications products. The delays inherent
in this governmental approval process may cause the cancellation, postponement
or rescheduling of the installation of communications systems by the Company and
its customers, which in turn may have a material adverse effect on the sale of
systems by the
37
<PAGE>
Company to such customers. The failure to comply with current or future
regulations or changes in the interpretation of existing regulations could
result in the suspension or cessation of operations. Such regulations or such
changes in interpretation could require the Company to modify its products and
services and incur substantial costs to comply with such time-consuming
regulations and changes. In addition, the Company is also affected to the extent
that domestic and international authorities regulate the allocation and auction
of the radio frequency spectrum. Equipment to support new services can be
marketed only if permitted by suitable frequency allocations, auctions and
regulations, and the process of establishing new regulations is complex and
lengthy. To the extent PCS operators and others are delayed in deploying these
systems, the Company could experience delays in orders. Failure by the
regulatory authorities to allocate suitable frequency spectrum could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, delays in the radio frequency spectrum
auction process in the United States could delay the Company's ability to
develop and market equipment to support new services. These delays could have a
material adverse effect on the Company's business, financial condition and
results of operations.
The regulatory environment in which the Company operates is subject to
significant change. Regulatory changes, which are affected by political,
economic and technical factors, could significantly impact the Company's
operations by restricting development efforts by the Company and its customers,
making current systems obsolete or increasing the opportunity for additional
competition. Any such regulatory changes, including changes in the allocation of
available spectrum, could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company might deem
it necessary or advisable to modify its systems and services to operate in
compliance with such regulations. Such modifications could be extremely
expensive and time-consuming.
Future Capital Requirements
The Company's future capital requirements will depend upon many factors,
including the development of new products and related software tools, potential
acquisitions, requirements to maintain adequate manufacturing facilities and
contract manufacturing agreements, the progress of the Company's research and
development efforts, expansion of the Company's marketing and sales efforts, and
the status of competitive products. There can be no assurance that additional
financing will be available to the Company on acceptable terms, or at all. As a
result of the issuance of the Notes (as defined below) and the new bank line of
credit, the Company is severely limited in its ability to raise additional
financing. If additional funds are raised by issuing equity securities and as a
result of the significant decline in its stock price, further significant
dilution to the existing stockholders will result. If adequate funds are not
available, the Company may be required to restructure or refinance the debt or
delay, scale back or eliminate its research and development, acquisition or
manufacturing programs or obtain funds through arrangements with partners or
others that may require the Company to relinquish rights to certain of its
technologies or potential products or other assets. Accordingly, the inability
to obtain such financing could have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.
Pending Class Action Litigation
On September 23, 1998, a putative class action complaint was filed in the
Superior Court of California, County of Santa Clara, by Leonard Vernon and Gayle
M. Wing on behalf of themselves and other stockholders of the Company who
purchased the Company's Common Stock between April 15, 1997 and September 11,
1998. The plaintiffs allege various state securities laws violations by the
Company and certain of its officers and directors. The complaint seeks
unquantified compensatory, punitive and other damages, attorneys' fees and
injunctive and/or equitable relief. On October 16, 1998, a putative class action
complaint was filed in the Superior Court of California, County of Santa Clara,
by Terry Sommer on behalf of herself and other stockholders of the Company who
purchased the Company's Common Stock between April 1, 1998 and September 11,
1998. The plaintiffs allege various state securities laws violations by the
Company and certain of its officers. The complaint seeks unquantified
compensatory and other damages, attorneys' fees and injunctive and/or equitable
relief. On October 20, 1998, a putative class action complaint was filed in the
Superior Court of California, County of Santa Clara, by Leo Rubin on behalf of
himself and other stockholders of the Company who purchased the Company's Common
Stock between April 15, 1997 and September 11, 1998. On October 26, 1998, a
putative class action complaint was filed in the Superior Court of California,
County of Santa Clara, by Betty B. Hoigaard and Steve Pomex on behalf of
themselves and other stockholders of the Company who purchased the Company's
Common Stock between April 15, 1997 and September 11, 1998. On October 27, 1998,
a putative class action complaint was filed in the Superior Court of California,
County of Santa Clara, by Judith Thurman on behalf of herself and other
stockholders of the Company who purchased the Company's Common Stock between
April 15, 1997 and September 11, 1998. These complaints are identical in all
relevant respects to that filed on September 23, 1998 which is described above,
other than the fact
38
<PAGE>
that the plaintiffs are different.
These proceedings are at a very early stage and the Company is unable to
speculate as to their ultimate outcomes. However, the Company believes the
claims in the complaints are without merit and intends to defend against them
vigorously. An unfavorable outcome in any or all of them could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations. In addition, even if the litigation is resolved in favor
of the Company, the defense of such litigation could entail considerable cost
and the significant diversion of efforts of management, either of which could
have a material adverse effect on the Company's business, financial condition
and results of operations.
Uncertainty Regarding Protection of Proprietary Rights
The Company relies on a combination of patents, trademarks, trade secrets,
copyrights and a variety of other measures to protect its intellectual property
rights. The Company generally enters into confidentiality and nondisclosure
agreements with its service providers, customers and others, and attempts to
limit access to and distribution of its proprietary rights. The Company also
enters into software license agreements with its customers and others. However,
there can be no assurance that such measures will provide adequate protection
for the Company's trade secrets or other proprietary information, that disputes
with respect to the ownership of its intellectual property rights will not
arise, that the Company's trade secrets or proprietary technology will not
otherwise become known or be independently developed by competitors or that the
Company can otherwise meaningfully protect its intellectual property rights.
There can be no assurance that any patent owned by the Company will not be
invalidated, circumvented or challenged, that the rights granted thereunder will
provide competitive advantages to the Company or that any of the Company's
pending or future patent applications will be issued with the scope of the
claims sought by the Company, if at all. Furthermore, there can be no assurance
that others will not develop similar products or software, duplicate the
Company's products or software or design around the patents owned by the Company
or that third parties will not assert intellectual property infringement claims
against the Company. In addition, there can be no assurance that foreign
intellectual property laws will adequately protect the Company's intellectual
property rights abroad. The failure of the Company to protect its proprietary
rights could have a material adverse effect on its business, financial condition
and results of operations.
Litigation may be necessary to enforce the Company's patents, copyrights
and other intellectual property rights, to protect the Company's trade secrets,
to determine the validity of and scope of the proprietary rights of others or to
defend against claims of infringement or invalidity. The Company has, through
its acquisition of the Cylink Wireless Group, has been put on notice from a
variety of third parties that the Group's products may be infringing the
intellectual property rights of other parties. Such litigation could result in
substantial costs and diversion of resources and could have a material adverse
effect on the Company's business, financial condition and results of operations.
There can be no assurance that infringement, invalidity, right to use or
ownership claims by third parties or claims for indemnification resulting from
infringement claims will not be asserted in the future or that such assertions
will not materially adversely affect the Company's business, financial condition
and results of operations. If any claims or actions are asserted against the
Company, the Company may seek to obtain a license under a third party's
intellectual property rights. There can be no assurance, however, that a license
will be available under reasonable terms or at all. In addition, should the
Company decide to litigate such claims, such litigation could be extremely
expensive and time consuming and could materially adversely affect the Company's
business, financial condition and results of operations, regardless of the
outcome of the litigation.
Dependence on Key Personnel
The Company's future operating results depend in significant part upon the
continued contributions of its key technical and senior management personnel,
many of whom would be difficult to replace. The Company's future operating
results also depend in significant part upon its ability to attract and retain
qualified management, manufacturing, quality assurance, engineering, marketing,
sales and support personnel. Competition for such personnel is intense, and
there can be no assurance that the Company will be successful in attracting or
retaining such personnel. There may be only a limited number of persons with the
requisite skills to serve in these positions and it may be increasingly
difficult for the Company to hire such personnel over time. The loss of any key
employee, the failure of any key employee to perform in his or her current
position, the Company's inability to attract and retain skilled employees as
needed or the inability of the officers and key employees of the Company to
expand, train and manage the Company's employee base could materially adversely
affect the Company's business, financial condition and results of operations.
The Company has experienced and may continue to experience employee
turnover due to several factors, including an expanding economy within the
geographic area in which the Company maintains its principal business
39
<PAGE>
offices, making it more difficult for the Company to retain its employees. Due
to this and other factors, the Company has experienced and may continue to
experience high levels of employee turnover, which could adversely impact the
Company's business, financial condition and results of operations. The Company
is presently addressing these issues and will pursue solutions designed to
retain its employees and to provide performance incentives.
Year 2000 Compliance
Numerous computer systems and software products are coded to accept only
two digit entries in the date code field. Beginning in the year 2000, these date
code fields will have to distinguish 21st century dates from 20th century dates.
As a result, in less than two years, computer systems and/or software used by
many companies may need to be upgraded to comply with such ("Y2K") requirements.
The Company has embarked on a global program to address its readiness for the
century change. The Y2K readiness program involves the assessment of products,
services, internal systems and critical suppliers and, if required, development
of plans for upgrades to or replacement of products, business systems, suppliers
and services that impact the Company's Y2K readiness and/or development of
contingency plans. In November of 1998, corporate headquarters initiated a new
internal business system that is Y2K ready. The cost of the upgrade was
approximately $0.3 million. Further business system upgrades will occur in CRC
and Technosystem subsidiaries by the end of the second quarter of 1999. Based on
evaluation performed to date, the Company believes that all "mission critical"
internal systems are stable and current, in terms of Y2K readiness. However, the
failure of any internal system to achieve Y2K readiness could result in material
disruption to the Company's operations. Test and assessment of all P-Com
products is expected to be completed by the end of the fourth quarter of 1998
with the exception of Technosystem products. All Technosystem products will
complete their Y2K assessment and testing by the end of the first quarter of
1999. To date, no P-Com products have been found non-ready or in need of Y2K
upgrade. However, the inability of any of the Company's products to properly
manage and manipulate data in the year 2000 could result in increased warranty
costs, customer satisfaction issues, potential lawsuits and other material costs
and liabilities. Critical suppliers will undergo Y2K site evaluations between
January 1, until the end of June 1999. In November of 1998, the Company will
request aY2K readiness statement and progress report from critical suppliers.
The Company is cognizant of the risk posed by single source or large volume
suppliers that may not be addressing their Y2K readiness. Even where assurances
are received from third parties there remains a risk that failure of systems and
products of other companies on which the Company relies could have a material
adverse effect on the Company. The Company's budget for the Y2K Program is
approximately 1% of the 1999 annual revenue. The foregoing statements are based
upon management's best estimates at the present time, which were derived
utilizing numerous assumptions of future events, including the continued
availability of certain resources, third party modification plans and other
factors. There can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated. Specific factors
that might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, the nature and amount of programming
required to upgrade or replace each of the affected programs, the rate and
magnitude of related labor and consulting costs and the success of the Company's
external customers and suppliers in addressing the Y2K issue. The Company's
evaluation is on-going and it expects that new and different information will
become available to it as that evaluation continues. Consequently, there is no
guarantee that all material elements will be Y2K ready in time.
Volatility of Stock Price
The Company believes that factors such as announcements of developments
related to the Company's business, announcements of technological innovations or
new products or enhancements by the Company or its competitors, developments in
the Asia/Pacific region, sales by competitors, including sales to the Company's
customers, sales of the Company's Common Stock into the public market, including
by members of management, developments in the Company's relationships with its
customers, partners, lenders, distributors and suppliers, shortfalls or changes
in revenues, gross margins, earnings or losses or other financial results that
differ from analysts' expectations (as recently experienced), regulatory
developments, fluctuations in results of operations and general conditions in
the Company's market or the markets served by the Company's customers or the
economy, could continue to cause the price of the Company's Common Stock to
fluctuate substantially. In recent years the stock market in general, and the
market for shares of small capitalization and technology stocks in particular,
have experienced extreme price fluctuations, which have often been unrelated to
the operating performance of affected companies. Many companies in the
telecommunications industry, including the Company, have experienced historic
highs in the market price of their Common Stock followed by extreme drops in the
market price of such Common Stock. There can be no assurance that the market
price of the Company's Common Stock will not continue to decline substantially,
or otherwise continue to experience significant fluctuations in the future,
including fluctuations that are unrelated to the
40
<PAGE>
Company's performance. Such fluctuations could continue to materially adversely
affect the market price of the Company's Common Stock.
Substantial Leverage
In connection with the private placement of the Notes due 2002 in November
1997, the Company incurred $100 million of additional indebtedness. As a result,
the Company's total indebtedness including current liabilities, as of September
30, 1998 was approximately $209.6 million and its stockholders' equity was
approximately $99.2 million. The Company recently borrowed $45.9 million under a
new bank line of credit. The Company's ability to make scheduled payments of the
principal of, or interest on, its indebtedness will depend on its future
performance, which is subject to economic, financial, competitive and other
factors beyond its control. There can be no assurance that the Company will be
able to make the payments or restructure or refinance its debt, if necessary.
Limitations on Dividends
Since its incorporation in 1991, the Company has not declared or paid cash
dividends on its Common Stock, and the Company anticipates that any future
earnings will be retained for investment in its business. Any payment of cash
dividends in the future will be at the discretion of the Company's Board of
Directors and will depend upon, among other things, the Company's earnings,
financial condition, capital requirements, extent of indebtedness and
contractual restrictions with respect to the payment of dividends.
Global Market Risks
Countries in the Asia/Pacific region have recently experienced weaknesses
in their currency, banking and equity markets. These weaknesses could continue
to adversely affect demand for the Company's products, the availability and
supply of product components to the Company and, ultimately, the Company's
business, financial condition and results of operations.
Control by Existing Stockholders; Effects of Certain Anti-Takeover
Provisions
Members of the Board of Directors and the executive officers of the
Company, together with members of their families and entities that may be deemed
affiliates of or related to such persons or entities, beneficially own
approximately 6% of the outstanding shares of Common Stock of the Company.
Accordingly, these stockholders are able to influence the election of the
members of the Company's Board of Directors and influence the outcome of
corporate actions requiring stockholder approval, such as mergers and
acquisitions. This level of ownership, together with the Company's stockholder
rights agreement, certificate of incorporation, equity incentive plans, bylaws
and Delaware law, may have a significant effect in delaying, deferring or
preventing a change in control of the Company and may adversely affect the
voting and other rights of other holders of Common Stock. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any Preferred Stock that may be issued in the
future. In this regard, the Board of Directors has pre-approved the terms of a
Series A Junior Participating Preferred Stock that may be issued pursuant to the
stockholder rights agreement upon the occurrence of certain triggering events.
In general, the stockholder rights agreement provides a mechanism by which the
Board of Directors and stockholders may act to substantially dilute the share
position of any takeover bidder that acquires 15% or more of the Common Stock.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company.
Possible Adverse Effect on Market Price for Common Stock of Shares
Eligible for Future Sale after the Offering
Sales of the Company's Common Stock into the market could materially
adversely affect the market price of the Company's Common Stock. Substantially
all of the shares of Common Stock of the Company are eligible for immediate and
unrestricted sale in the public market at any time.
41
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS. On September 23, 1998, a putative class action
complaint was filed in the Superior Court of California, County of
Santa Clara, by Leonard Vernon and Gayle M. Wing on behalf of
themselves and other stockholders of the Company who purchased the
Company's Common Stock between April 15, 1997 and September 11,
1998. The plaintiffs allege various state securities laws violations
by the Company and certain of its officers and directors. The
complaint seeks unquantified compensatory, punitive and other
damages, attorneys' fees and injunctive and/or equitable relief. On
October 16, 1998, a putative class action complaint was filed in the
Superior Court of California, County of Santa Clara, by Terry Sommer
on behalf of herself and other stockholders of the Company who
purchased the Company's Common Stock between April 1, 1998 and
September 11, 1998. The plaintiffs allege various state securities
laws violations by the Company and certain of its officers. The
complaint seeks unquantified compensatory and other damages,
attorneys' fees and injunctive and/or equitable relief. On October
20, 1998, a putative class action complaint was filed in the
Superior Court of California, County of Santa Clara, by Leo Rubin on
behalf of himself and other stockholders of the Company who
purchased the Company's Common Stock between April 15, 1997 and
September 11, 1998. On October 26, 1998, a putative class action
complaint was filed in the Superior Court of California, County of
Santa Clara, by Betty B. Hoigaard and Steve Pomex on behalf of
themselves and other stockholders of the Company who purchased the
Company's Common Stock between April 15, 1997 and September 11,
1998. On October 27, 1998, a putative class action complaint was
filed in the Superior Court of California, County of Santa Clara, by
Judith Thurman on behalf of herself and other stockholders of the
Company who purchased the Company's Common Stock between April 15,
1997 and September 11, 1998. These complaints are identical in all
relevant respects to that filed on September 23, 1998 which is
described above, other than the fact that the plaintiffs are
different.
These proceedings are at a very early stage and the Company is
unable to speculate as to their ultimate outcomes. However, the
Company believes the claims in the complaints are without merit and
intends to defend against them vigorously. An unfavorable outcome in
any or all of them could have a material adverse effect on the
Company's business, prospects, financial condition and results of
operations. In addition, even if the litigation is resolved in favor
of the Company, the defense of such litigation could entail
considerable cost and the diversion of efforts of management, either
of which could have a material adverse effect on the Company's
business, financial condition and results of operations.
ITEM 2. CHANGES IN SECURITIES. None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
4.6(1) First Amendment to the Rights Agreement, dated as of October
5, 1998, between the Company and BankBoston, N.A.
10.37(2) First Amendment to Credit Agreement by and among P-Com,
Inc., as the Borrower, Union Bank of California N.A., as
Administrative Agent, Bank of America National Trust and
Savings Association, as Syndication Agent, and the Lenders
party thereto, dated as of July 31, 1998.
27.1(3) Financial Data Schedule.
(1) Incorporated by reference to the Company's Registration
Statement on Form 8-K, as
42
<PAGE>
filed with the Securities and Exchange Commission on
October 15, 1998.
(2) Previously filed with the Company's original Quarterly
Report on Form 10-Q for the quarter ending March 31, 1998.
(3) Previously filed with Amendment No. 1 to the Form 10-Q
for the quarter ending September 30, 1998, as filed with
the Securities and Exchange Commission on April 30,
1999.
(b) Reports on Form 8-K.
Report on Form 8-K dated July 16, 1998 regarding the Company's press
release announcing its earnings for the quarter ended June 30, 1998 as
filed with the Securities and Exchange Commission on July 17, 1998.
Amendment No. 3 to Report on Form 8-K dated April 9, 1998 regarding
the purchase of the assets of the Wireless Group of Cylink
Corporation, as filed with the Securities and Exchange Commission on
September 11, 1998.
Report on Form 8-K dated September 11, 1998 regarding the Company's
press release announcing a reduction in workforce and a restructuring
charge, as filed with the Securities and Exchange Commission on
September 11, 1998.
Report on Form 8-K dated September 24, 1998 regarding the Company's
press release announcing that a complaint alleging violations of
California state securities laws was filed against the Company on
September 23, 1998, as filed with the Securities and Exchange
Commission on September 25, 1998.
43
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
P-COM, INC.
(Registrant)
Date: May 9, 2000
By: /s/ George P. Roberts
----------------------------
George P. Roberts
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2000 By: /s/ Robert E. Collins
----------------------------
Robert E. Collins
Chief Financial Officer and Vice
President Finance and
Administration (Principal Financial
Officer)
44
<PAGE>
EXHIBIT INDEX
Exhibit No.
----------
4.6(1) First Amendment to the Rights Agreement, dated as of October
5, 1998, between the Company and Bank Boston, N.A.
10.37(2) First Amendment to Credit Agreement by and among P-Com,
Inc., as the Borrower, Union Bank of California N.A., as
Administrative Agent, Bank of America National Trust and
Savings Association, as Syndication Agent, and the
Lenders party thereto, dated as of July 31, 1998.
27.1(3) Financial Data Schedule.
(1) Incorporated by reference to the Company's Registration
Statement on Form 8-K, as filed with the Securities and
Exchange Commission on October 15, 1998.
(2) Previously filed with the Company's original Form 10-Q
for the quarter ending September 30, 1998, as filed with
the Securities and Exchange Commission on November 13,
1998.
(3) Previously filed with Amendment No. 1 to the Form 10-Q
for the quarter ending September 30, 1998, as filed with
the Securities and Exchange Commission on April 30,
1999.
45
