1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 8, 2000 AETHER SYSTEMS, INC. (Exact name of registrant) Delaware 52-2186634 (State of organization) (I.R.S. Employer Identification Number) 11460 Cronridge Drive, Owings Mills, Maryland 21117 (Address of principal executive offices and zip code) (410) 654-6400 (Registrant's telephone Number) 2 ITEM 5 OTHER EVENTS The registrant reported preliminary financial results for the quarter ended March 31, 2001 on May 8, 2001. The results as reported are set forth below. AETHER SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended March 31, ----------------------------------- 2001 2000 ---- ---- (in thousands except per share data) Subscriber revenue $ 10,400 $ 2,794 Engineering services revenue 2,363 1,403 Software and related services 11,797 1,069 Device sales 6,099 135 ----------- ----------- Total revenue 30,659 5,401 Cost of subscriber revenu 6,234 1,059 Cost of engineering services revenue 1,300 614 Cost of software and related services 4,082 678 Cost of device sales 8,217 673 ----------- ----------- Total cost of revenue 19,833 3,024 ----------- ----------- Gross profit 10,826 2,377 Operating expenses: Research and development 17,171 2,031 General and administrative 25,804 4,931 Selling and marketing 20,216 5,812 In process research and development related to acquisitions -- 2,100 Depreciation and amortization 91,795 17,410 Option and warrant expense 4,580 2,445 Impairment of goodwill associated with acquisitions 959,369 -- ----------- ----------- 1,118,935 34,729 ----------- ----------- 3 Operating loss (1,108,109) (32,352) Other income (expense): Interest income (expense), net 6,406 2,189 Equity in losses of investment (14,516) (3,107) Investment loss, including impairments (94,744) -- Minority Interest 3,664 -- ----------- ----------- Loss before income taxes (1,207,299) (33,270) Income tax benefit 435 -- ----------- ----------- Net loss before cumulative effect of a change in accounting principle ($1,206,864) ($33,270) Cumulative effect of a change in accounting principle relating to adoption of SFAS 133, accounting for Derivatives 6,564 -- ----------- ----------- Net loss ($1,200,300) ($33,270) =========== =========== Net loss per share - basic and diluted - before cumulative effect of a change in accounting principle ($29.83) ($1.13) Cumulative effect of a change in accounting principle relating to adoption of SFAS 133, accounting for Derivatives 0.16 -- ----------- ----------- Net loss per share - basic and diluted ($29.67) ($1.13) =========== =========== Weighted average shares outstanding - basic and diluted 40,452 29,451 =========== =========== 4 AETHER SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS MARCH 31, DECEMBER 31, 2001 2000 -------------------- ----------------- (in thousands) (unaudited) Current assets: Cash and cash equivalents $729,410 $872,747 Short-term investments 2,618 2,648 Trade accounts receivable 32,087 30,263 Inventory 32,331 19,130 Prepaid expenses and other current assets 20,588 17,081 -------------------- ----------------- Total current assets 817,034 941,869 Furniture, computers, and equipment, net 64,546 53,223 Intangibles and other assets 534,705 1,682,283 -------------------- ----------------- $1,416,285 $2,677,375 ==================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $13,921 $9,747 Accrued expenses 35,078 66,949 Accrued employee compensation and benefits 16,702 12,566 Deferred revenue 16,631 14,170 Notes payable 112 18,813 -------------------- ----------------- Total current liabilities 82,444 122,245 Long-term liabilities: Convertible subordinated notes payable and other notes payable 320,690 321,201 Deferred tax liability 10,259 10,694 Minority interest in net assets of subsidiary 51,873 55,537 Stockholders' equity 951,019 2,167,698 -------------------- ----------------- Commitments and contingencies $1,416,285 $2,677,375 ==================== ================= 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AETHER SYSTEMS, INC. BY: /s/ David C. Reymann ------------------------------- David C. Reymann Chief Financial Officer