Company Awaits Stockholder
Approval of Special Meeting Resolutions
MENLO PARK, Calif. -- October
25, 2001 -- Be Incorporated (Nasdaq:BEOS) today reported financial
results for the quarter ended September 30, 2001.
Net revenues for the third quarter
of 2001 were $1,135,000. Revenues for the quarter were primarily
attributable to fees received from Palm, Inc. for revenue-related
consulting services performed under a funding agreement that
was entered into August 16, 2001, contemporaneously with the
execution and delivery of the asset purchase agreement among
Be, Palm and ECA Subsidiary Acquisition Corporation.
The Company reported a net loss
for the quarter of $0.09 per share excluding non-cash expenses
associated with the amortization of deferred compensation. The
Company had previously reported a comparable net loss of $0.10
per share for the second quarter and a net loss of $0.12 per
share for the third quarter of last year. Including non-cash
expenses associated with the amortization of deferred compensation,
net loss per share for the third quarter this year was $0.07
per share.
On October 9, 2001, the Company
announced that a Special Meeting
of its stockholders would be held on November 12, 2001. Be's
stockholders are being asked to vote on (1) the proposed sale
of substantially all of Be's intellectual property and other
technology assets to ECA Subsidiary Acquisition Corporation,
a wholly owned subsidiary of Palm, Inc., and (2) the subsequent
plan of dissolution for Be.
Be's management and board of
directors urge Be's stockholders to vote FOR each of the proposals
as soon as possible. Both proposals need to be approved by a
majority of the outstanding shares of common stock. Stockholders
who fail to return their proxy cards or fail to vote via phone
or the internet will have the same effect as voting AGAINST
the asset sale and the dissolution. If either the asset sale
or the dissolution is not approved, it is likely that Be will
file for, or will be forced to resort to, bankruptcy protection.
The prospectus/proxy statement
was mailed on or about October 10, 2001 to Be stockholders of
record on October 4, 2001. If you encounter any problems or
need assistance with voting your shares, please call our proxy
solicitor, Kevin Schwicardi with N.S. Taylor & Associates,
Inc., toll free 1.866.470.4300 or collect 1.207.564.8700.
About Be
Founded in 1990, Be Inc. creates
software solutions that enable rich media and Web experiences
on personal computers and Internet appliances. Be's headquarters
are in Menlo Park, California. It is publicly traded on the
Nasdaq National Market under the symbol BEOS. Be can be found
on the Web at http://www.be.com/.
Forward Looking Statements
Statements contained in this
Press Release that are not historical facts are ''forward-looking
statements'' including without limitation statements regarding
the future operating results of Be Incorporated. Actual events
or results may differ materially as a result of risks facing
Be Incorporated or actual results differing from the assumptions
underlying such statements. All forward-looking statements are
expressly qualified in their entirety by the ''Risk Factors''
and other cautionary statements included in Be Incorporated's
Annual Report on Form 10-K for the year ended December 31, 2000,
and other public filings with the Securities and Exchange Commission.
---
Stockholders of Be Incorporated
are urged to read the prospectus/proxy statement when they receive
it and any other relevant documents filed with the Securities
and Exchange Commission (''SEC'') by Be Incorporated and Palm,
Inc. because they contain important information. You may obtain
the documents free of charge at the SEC's web site, http://www.sec.gov/. In addition, documents
filed by Be Incorporated with the SEC can be obtained by contacting
Be Incorporated at the following address and telephone California
94025, telephone: 1.650.462.4100. Please read the prospectus/proxy
statement carefully before making a decision concerning the
dissolution of Be and the sale of Be assets to ECA Subsidiary
Acquisition Company, a wholly owned subsidiary of Palm, Inc.
Be, its officers, directors, employees and agents will be soliciting
proxies from Be stockholders in connection with the asset sale.
Information concerning the participants in the solicitation
is set forth in the prospectus/proxy statement.
BE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
Net revenues $ 1,135 $ 68 $ 1,950 $ 464
Cost of revenues 1,765 216 2,336 770
------- ------- ------- -------
Gross profit (loss) (630) (148) (386) (306)
Operating expenses:
Research and development 1,398 2,088 6,053 6,079
Sales and marketing 110 1,422 2,221 5,576
General and administrative 1,121 880 3,501 2,669
Restructuring charge - - 450 -
Amortization of deferred
stock compensation (516) 507 (185) 2,197
------ ------ ------- -------
Total operating expenses 2,113 4,897 12,040 16,521
------- ------ ------- -------
Loss from operations (2,743) (5,045) (12,426) (16,827)
Other income, net 19 274 249 937
------- ------ ------- -------
Net Loss $(2,724) $(4,771) $(12,177) $(15,890)
======== ======= ========= =========
Basic and diluted net
loss per share $ (0.07) (0.13) $ (0.33) $ (0.45)
======== ======= ======= =======
Shares used to compute
basic and diluted net
loss per share 36,630 35,722 36,430 35,406
======== ======= ======= =======
Net loss per share excluding
restructuring charge and
amortization of deferred
compensation $ (0.09) $ (0.12) $ (0.33) $ (0.39)
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BE INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
ASSETS 2001 2000
Current assets:
Cash, cash equivalents
and short term investments $ 2,098 $ 14,057
Accounts receivable, net 74 26
Prepaid expenses and other 577 549
-------- --------
Total current assets 2,749 14,632
Property and equipment, net 248 391
Other assets 24 1,048
-------- --------
Total Assets $ 3,021 $ 16,071
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 111 $ 362
Accrued expenses 621 1,502
Technology license obligations 432 454
Deferred revenue 64 109
-------- --------
Total current liabilities 1,228 2,427
Technology license obligations 244 320
Total stockholders' equity 1,549 13,324
-------- --------
Total Liabilities and
Stockholders' Equity $ 3,021 $ 16,071
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