U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ________________ TO _________________
COMMISSION FILE 001-15837
WORLD WIRELESS COMMUNICATIONS, INC.
-----------------------------------
(NAME OF REGISTRANT IN ITS CHARTER)
NEVADA 87-0549700
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5670 GREENWOOD PLAZA BOULEVARD, PENTHOUSE, GREENWOOD VILLAGE, COLORADO 80111
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER (303) 221-1944
Securities registered under Section 12(g) of the Exchange Act:
None
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(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Not applicable.
The aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the average of the high and low price at
which the stock was sold, as of March 28, 2001, was $25,133,855.
As of March 28, 2001 there were 31,222,181 shares of the registrant's common
stock issued and outstanding.
EXPLANATORY NOTE:
This amendment on Form 10-K/A amends the registrant's annual report on Form 10-K
for the year ended December 31, 2000 as filed by the registrant on April 17,
2001, and is being filed to reflect the restatement of the registrant's
consolidated financial statements. See Note 16 to the consolidated financial
statements.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS
OVERVIEW
World Wireless Communications, Inc. (the "Company", "we" or "us") is a developer
of wired and wireless telemetry and remote control systems, where telemetry is
the monitoring, collection and transmission of data by wire or radio from remote
sources. By leveraging our experience developing low-cost, reliable
communications systems, we have created the latest generation of technology to
monitor and control various remote devices through the internet.
Our products and services allow data from remote devices to be accessed via a
secure, encrypted Internet connection using a standard web browser located
anywhere where there is internet access. Our technology has applications across
a broad range of industries, for which it can substantially improve the
efficiency and cost of access and manipulation of important data from widely
dispersed equipment. For example, we are currently deploying our technology in
the automatic meter reading field, whereby utility companies can read natural
gas, electric, and water usage on commercial and residential meters on an
immediate basis in order to better balance their energy loads, monitor usage,
predict requirements, and ultimately improve service and reduce costs. Another
example is remotely monitoring industrial restaurant equipment, such as a fast
food restaurant grill, ice machine, fryers, and coolers, to ensure that the
particular piece of equipment is functioning within desired parameters. In this
example, our technology can provide maintenance notification so as to avoid
malfunction during a peak time in the business day, or ensure a grill or fryer
is cooking at the proper temperature.
Since January 1999, we have successfully combined all of our technologies into a
functional package that not only collects data, but also transmits it and
provides control from remote locations. It also enables our customers to use an
ordinary browser to access the data-gathering and remote control functions from
anywhere in the world through the internet, where there is internet access. Our
management has been engaged principally in developing product positioning
strategies, strategic planning and final development and testing of our
integrated technology.
CURRENT STATUS
We have completed development and testing of the core systems and sub-systems
comprising our internet technology, and are currently engaged in implementing
the first phase of our near-term plan - the introduction of our products and
services to selected customers in major target markets to establish test
installations for a variety of commercial and industrial applications.
While our X-traWeb technology has a wide range of diverse applications, we have
targeted four principal areas to focus our sales at present: (a) vending
machines; (b) facilities management and automatic meter reading; (c) security
systems; and (d) food services equipment.
Our current customers include FreedomPay.com (which sells cashless vending
machines), Enodis Chains PLC (the largest manufacturer of equipment for fast
food vendors), a subsidiary of the U.K.-based Enodis, RealTime Data (a vending
machine operator) and Honeywell Inc. (which sells control systems). Our alliance
partners include Texaco Natural Gas Inc. (for marketing to the natural gas
industry), Co-operative ConNEXTions, LLC, a provider of products and services to
rural distribution cooperatives in the western United States and Audiotel S.p.A.
(which is marketing certain of our X-traWeb products in Italy). We also had
relationships with Kyushu Matsushita Electric Co. Ltd. ("Panasonic"), Motorola,
Inc. and Williams Wireless Inc. dba Williams Telemetry Services, a subsidiary of
the Williams Company ("Williams").
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INDUSTRY
Commercialization of the Internet began in the mid-1980s, with e-mail providing
the primary means of communication. However, it was the Internet's World Wide
Web, which provided a means to link text and pictures, which led to the
blossoming of e-commerce and sparked the explosive growth of the Internet in the
1990s. Today, millions of people around the world send and receive information,
and purchase products and services through the Internet. The potential of such a
large and still-growing market has led many business analysts to consider
e-commerce as the supreme opportunity of the times. The enormous growth of the
Internet is being driven by:
o The increasing familiarity, acceptance, and use of the Internet by
governments, businesses, and consumers;
o The large and growing number of personal computers ("PCs") installed
in homes and offices;
o The decreasing cost of PCs and related peripherals;
o The growth and development of technologies that use the internet to
report information about the use or maintenance of various devises;
o The proliferation of Internet content;
o Easier, faster, and less expensive access to the Internet; and
o Significant improvements in network infrastructure and bandwidth.
We expect that corporate investment in web-enabling technology will continue to
grow both in the United States and abroad for the foreseeable future despite the
recent reduction of anticipated growth in the telecommunication sector.
OUR TECHNOLOGY
We are a leading developer of wired and wireless telemetry communications and
remote control systems and products. We also develop digital radios in the 900
megahertz ("MHZ")and 2.4 gigahertz ("GHZ") bands. We have extensive experience
in developing low-cost, reliable communications systems. By leveraging this
experience, we have developed the latest generation of technology to monitor and
control various devices through the internet.
At the heart of our strategy is the promotion of our communication systems
designed to provide supervisory control of, and obtain data from equipment or
devices in remote locations via the internet.
Our proprietary technology consists of three parts, of which the first is our
"X-Node(TM)". The X-Node(TM) is a miniature web server compacted into a one
square inch circuit board, which often requires less than 2 kilobytes of memory.
This miniature web server collects information from a remote piece of equipment
(e.g., vending machine, natural gas meter, and the like) and makes that
information available via the Internet.
The second part of the technology is our product for large-scale installations,
the "X-Gate(TM)". The X-Gate(TM) is an Internet gateway that can collect
information over a wired or wireless network from a substantial number of
X-Nodes(TM) (e.g., an array of vending machines), and transmit the information
to an information repository via the Internet. This transmission device provides
the connection to the Internet and translates the data between the connected
devices and formats it for use on the Internet. The X-Gate(TM) offers distinct
advantages over the more commonly used gateway - the personal computer - in that
it requires no human intervention and incorporates advanced technologies to
ensure performance and reliability.
Completing our technology is our business-to-business web site, located in the
Denver, Colorado area. This database-driven site collects the operations and
transactional data which has been transmitted from a customer's remote
equipment, then stores it securely for delivery to authorized customer personnel
in raw form, or processed and formatted into standard or customized reports
using software we employ.
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Following is an illustration of a typical design for our communication
systems:
[ILLUSTRATION]
COMPETITIVE ADVANTAGES
Our technologies offer customers a number of advantages, including, without
limitation:
- Open architecture solutions that do not use proprietary protocols, and
components that are fully compatible with most important Internet
protocols;
- Use of a standard web browser and Internet tools (such as Java) to
monitor and control remote equipment and functions from any
Internet-accessible location;
- Wireless technology option that eliminates the need for additional
(and generally costly) electrical, telephone, or other "hardwired"
systems at remote locations;
- Highly durable components that can operate in a wide range of
environmental conditions;
- Ease of installing, configuring, bringing online, and maintaining or
replacing components;
- Software program embedded in a chip that allows customized
configuration of equipment already possessing embedded
micro-controllers, which collect, process and transmit information
like a standard computer; and
- Software program embedded in a chip that allows automatic updating of
micro-controller functions from a remote location to reflect changes
in customer needs and specifications.
COMPETITIVE ADAPTABILITY
Since we utilize the standard language of the Internet, our products are capable
of communicating with any Internet web browser and meet current and emerging
international Internet communications standards, which provide important
benefits when compared to closed, proprietary solutions.
Based on our development and engineering experience, we are positioned to
provide up-to-date technical solutions to customers with remote monitoring and
control needs.
STRATEGIC GROWTH PLAN
We plan to develop and sell our products and services in three separate, but at
times overlapping phases.
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Phase One. During Phase One, in which we are currently engaged, we are debuting
our unique combination of telemetry technologies by providing them to selected
Fortune 1000 and other customers. During this phase, we are focused on selling
the wide-ranging capabilities of our unique technological approach by working
with our customers to design and configure our products and services that
address their specific industrial, internet communication needs, while building
a database of standardized technology configurations that can be used or easily
adapted for a variety of applications. Throughout the process, we will seek to
establish ourselves as a recognized "brand" for innovative, technologically
advanced products and services. This phase will continue for each industry
application until the related products reach maturity.
Phase Two. During Phase Two, which we are currently implementing, we are
leveraging our brand recognition and the contents of our database to expand our
market for products and services by offering mix-and-match packages for
applications in a variety of industries as described in "Current Status" above.
The basic products will be designed to plug in and be ready for use or, if
necessary, they can be readily configured - even by customers. During this
phase, we plan to develop new applications for our technologies, along with a
selection of value-added web-based services, to strengthen our ties with our
established customers and extend our reach into new markets.
Phase Three. During Phase Three, we expect to evolve into an
industry-specialized, customer-only Internet Application Service Provider,
whereby our customer data can be accessed through our business-to-business
website, that will focus on customer web and data hosting. We envision such a
step as a natural and necessary extension of our technology products and
services package in order to ensure uninterrupted 24-hour access to
operations-critical remote data by our customers. We offer such hosting services
to customers upon sale of our products and services to such customer. We expect
to commence such phase in 2001 on a limited basis.
PRODUCTS AND SERVICES
X-traWeb(TM) Products
Our product strategy is to utilize our existing technologies to develop
innovative solutions that enable users of telemetry technologies to leverage the
power of the Internet in order to greatly enhance the efficiency and cost of
controlling and monitoring remotely located equipment.
Our products and services allow standard web browsers, rather than customized
host system software packages, to monitor and control equipment throughout the
world where there is internet access using industry-standard Internet tools. The
result is that, from any Internet-accessible location, customers in a variety of
industries have real-time comprehensive, cost-efficient information available
that helps them better manage their telemetry requirements.
Our existing X-traWeb(TM) products which are available for sale are listed
below. These typically are sold as part of a specifically-designed installation
for any particular customer.
The X-Node(TM)
The X-Node(TM) is a small (approximately 1 inch by 1 inch printed circuit board
and possesses less than 2 kilobytes of memory), fully functional
micro-controller which collects, processes and transmits information, and can
provide wired or wireless internet access. X-Nodes(TM) are extremely durable in
most environmental conditions, have low manufacturing costs, and can be attached
easily to a wide variety of existing equipment for the purposes of remotely
monitoring and controlling the equipment over the Internet.
Each X-Node(TM) has various input and output capabilities, and allows flexible
programming and extremely rapid execution speed.
The circuit board permits the installation of our flexible software programs to
be done automatically during the manufacturing process. The embedded software
program is also designed to allow us, from a remote location, to quickly,
easily, and inexpensively update the functions of an X-Node(TM) to respond to
changes in customer needs.
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X-Nodes(TM) can be used singly by connecting one to a piece of equipment and
adding a modem for Internet connection. In situations with multiple devices,
where more than one X-Node(TM) is required, customers can use our X-Gate(TM) to
link the X-Nodes(TM) into a self-contained communications network and manage
the network. A substantial number of X-Nodes(TM) may be linked on a wired or
wireless basis to a single X-Gate(TM).
The X-Node(TM) is illustrated below:
[ILLUSTRATION]
The X-Gate(TM)
Our X-Gate is an approximately 4 inches by 7 inches printed circuit board with a
flexible range of onboard memory reaching as much as eight megabytes. It serves
as a data collecting and transmitting system, collecting data sent by one or
more X-Nodes(TM) and transmitting such data on a wired or wireless basis through
the internet to a web and data hosting server maintained by us or our customer.
Each X-Gate has a micro-controller and various input and output capabilities.
The X-Gate(TM) is our proprietary communication system that serves as an
alternative to the personal computer. Each is typically installed near telephone
lines, network connections, or other communication lines. In the event of a
power outage or brownout, the unit will automatically reboot and continue
operation without human interference.
Our current X-Gate(TM) models incorporate a modem interface, an ethernet
interface, and wireless interfaces. Equipment that is concentrated in a single
location can be hardwired directly to the X-Gate(TM). In situations where the
equipment is impractical to hardwire or spread over a wide area, X-Nodes(TM) can
be linked together in substantial numbers to an X-Gate(TM) through our wireless
technologies. We have developed three different versions of our X-Gate(TM) which
provide different levels of functionality depending on a customer's specific
needs. Two such versions are geared toward industrial applications and the third
supports energy management systems, including commercial and residential sites
The X-Gate(TM) is illustrated below:
[ILLUSTRATION]
X-traWeb Internet Access Servers
We offer our customers the option to use our web servers to host their data in a
secure co-location in the Denver Colorado area.
6
Radios
Spread spectrum radio technology has been used since the 1940s, limited mostly
to military applications. Recently, an increased interest in spread spectrum
modulation and its advantages has emerged, particularly concerning low-power,
high-density personal communication devices. Because they are unlicensed, spread
spectrum systems usually cost much less to install and troubleshoot than narrow
band systems. In addition, spread spectrum modulation has the advantages of low
probability of intercept, low probability of detection, low probability of
interference and resistance to jamming.
There are two methods for employing spread spectrum, frequency hopping and
direct sequence. In frequency hopping systems, the carrier frequency of the
transmitter abruptly changes (or "hops") in accordance with an apparently random
pattern. This pattern is in fact a pseudo-random code sequence, with the order
of the frequencies taken from a predetermined set as dictated by the code
sequence. The receiver employs the same pseudo-random code sequence and, once
the transmitter and receiver are synchronized, the communication is essentially
narrow-band on each frequency in the sequence.
In direct sequence systems, the carrier phase of the transmitter abruptly
changes in accordance with a pseudo-random code sequence. This process is
generally achieved by multiplying the digital information signal with a
spreading code, also known as a chip sequence. The chip sequence has a much
faster data rate than the information signal and so expands or spreads the
signal bandwidth beyond the original bandwidth occupied by just the information
signal. The term chips are used to distinguish the shorter coded bits from the
longer uncoded bits of the information signal. At the receiver, the information
signal is recovered by remultiplying with a locally generated replica of the
spreading code. By doing so, the receiver effectively compresses the spread
signal back to its original unspread bandwidth.
We currently offer three radios for sale. These products represent our legacy
product line, which we have offered continuously over the past several years.
Our line of 900 MHZ spread spectrum radios includes the 900 SS Hopper, a
frequency hopping spread spectrum radio that offers reliable communications in a
variety of environments. The Hopper features transmission speeds of up to 56
kilobytes per second and a range of up to 25 miles, line of sight, depending
upon conditions and antenna selection. This radio received an award as the "best
of show" in 1999 at a trade show in Baltimore, Maryland.
In addition, the 900 SS MicroHopper - a miniature version of the Hopper - offers
a smaller form-factor and lower power-consumption for short range applications.
Measuring just 2.2 inches by 1.75 inches, the MicroHopper is suited for
applications where size and cost are important considerations.
Both frequency hopping spread spectrum radios employ our proprietary encrypting
technology. This coding technology is a major innovation in wireless
communications, which substantially reduces the overhead inherent in other
coding methods. It adds security, increases throughput efficiency and provides
faster effective communications speeds at a much lower cost.
We also offer the 900 SS Direct - either as a direct sequence or
frequency-hopping combined transmitter and receiver (i.e. a transceiver),
capable of transmitting data up to 40 kilometers, line of sight.
Antennas
We also manufacture and sell antennas. Our Gonic, New Hampshire based
subsidiary, TWC Ltd., maintains approximately 80 different design executions of
specialty antennae for use in law enforcement, marine, and custom applications.
Customer Support and Services
We support our customers with a range of services designed to help integrate our
products into our customers' systems. This support includes engineering
consultation with every developer kit purchase, customer satisfaction and
quality control programs, and in some cases complete turn-key solutions for
large projects.
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SALES AND MARKETING
We believe we are positioned to capitalize on trends in many targeted segments
of the telemetry market (including, without limitation, fast food services
equipment, facilities management, asset management and security systems) through
our ability to penetrate and establish a market presence with products and
services designed to meet industry-specific needs. Our marketing strategy hinges
on our establishing a strong reputation as a provider of reliable and
technologically superior wireless Internet-based telemetry services to a diverse
customer base. To achieve our goals of substantial growth and penetration of our
target markets, we have developed a strategic marketing plan that provides for
the development and expansion of long-term sales channels through which we can
sell our X-traWeb solutions well into the future.
Our marketing strategy involves a combination of in-house sales and marketing
experts, authorized agents, strategic marketing alliances, joint-ventures and
direct sales. These will be enhanced and supported by secondary direct
marketing, advertising, promotions and public relations efforts.
Direct Sales Organization
During the early launch stages of our sales efforts, our senior management is
directly participating in, as well as providing overall management for, the sale
of our X-traWeb(TM) products and services. A target market oriented, direct
sales management organization has been established to manage separate marketing
teams which have responsibility for specific industry sectors. The core team
manages the activities of outside marketing partners, including value-added
resellers and information technology consultants. We also engaged independent
commission agents to market our products in the energy and other targeted
markets.
As we expand our operations, we plan to hire additional sales personnel, or
engage additional independent commission agents, to cover new markets and
augment the services of sales and marketing personnel in certain larger markets.
Strategic Marketing Alliances
As an integral part of our marketing program, we are establishing strategic
marketing alliances with outside companies that have strong influence within
the respective target markets for our X-traWeb(TM) products and services. We
will seek to align ourselves with partners that are capable of substantially
accelerating our penetration of a target market or of adding material value to
our marketing program through the reduction of costs, managerial infrastructure,
and other economic advantages. We have implemented a sales plan targeting and
pursuing prospective customers through organizations such as management
consulting firms, computer networking consultants and value-added resellers.
We are in discussions to form marketing alliances in the residential security,
facilities management and Internet sectors. Moreover, we have formed several
such alliances to date in the natural gas and energy sectors. Our staff is
currently working with Texaco Natural Gas Inc. to market our X-traWeb products
to customers in the natural gas field. We are also working with Cooperative
ConNEXTions, LLC to market our X-traWeb products and services to rural
electrical utilities operating in approximately 16 states west of the
Mississippi River.
Our technology offers these co-marketing partners a value-added component to the
services already being provided to their existing customers. These co-marketing
partners provide us with a credible avenue of introduction to other potential
customers for our products and services.
Advertising and Promotions
An integral part of our long-term marketing plan is the generation of awareness
within the target markets for our products and services. We allocate a portion
of our gross revenues toward ongoing advertising, promotions, and public
relations activities, including direct mail, trade print media advertising,
trade show participation and sales personnel incentives. To reach an even wider
audience as we continue to develop widespread awareness of our
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portal and proprietary telemetry solutions, we plan to implement an advertising
and promotional support program designed to:
* Establish X-traWeb as a recognized "brand name" that is especially
familiar to decision-makers within our target markets, and synonymous
with premier-quality technology and products, highly effective
services and tangible cost efficiencies;
* Enhance our branding efforts through the use of industry experts to
promote our product and services;
* Position our technological capabilities, management, products,
services and level of support as an industry standard.
We also plan to implement advertising in trade publications on a regular basis.
We have appointed a public relations firm, with substantial expertise in the
information technology industry, to assist us in the development and execution
of periodic public relations campaigns, including campaigns coordinated with new
product introductions in existing markets and expanded introductions to new
markets. We also will continue to highlight our activities through editorial
inclusion in trade publications and national business newspapers.
We have also allocated promotional funds in our advertising budget for our
participation in regional, national and international trade shows that are
conducted for industries that comprise our target markets, including telemetry
and Internet technology industry trade shows (such as the annual CeBit trade
show in Hannover, Germany and Comdex in Las Vegas, Nevada). We intend to
maintain a regular presence at key trade shows throughout our development, and
use its presence to not only attract "typical" customers, but also generate
follow-on marketing opportunities.
We anticipate spending approximately $370,000 to execute the marketing and
promotions plan during 2001.
RESEARCH AND DEVELOPMENT
We invest significantly in research and development activities. These
activities consist of development of our proprietary radio and X-traWeb(TM)
products.
We will continue to engage in research and development activities for our
own products. Current and future projects include developing new spread
spectrum transceivers in the 2.4GHz band, improving X-traWeb(TM) products to
enable plug-and-play developer kits, and improving X-traWeb(TM) components
such as the X-traCam, a camera that captures video images and transmits them
to the internet without the use of a personal computer where they can be
viewed using a standard browser, and similar projects.
MANUFACTURING
Until December 31, 1999, we also performed manufacturing services for other
manufacturers and vendors of medical, communications, computer graphics and
consumer electronic products at our Salt Lake City manufacturing facility, and
sold antennas from our Gonic, New Hampshire facility.
We discontinued our direct manufacturing operations effective as of December 31,
1999, and now conduct our manufacturing activities for our own products through
third parties (except antennas which we manufacture directly). These third-party
manufacturers include a Taiwan based company and several domestic manufacturers.
CONTRACT DESIGN AND DEVELOPMENT
General
At the present time, we are not seeking design and development service contracts
except in "partnering" situations in which we would have an ownership interest
in the products and/or technology which are the subject of the contract
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and which promote the sale of our proprietary products, such as our X-traWeb(TM)
products. For example, we typically provide certain engineering services for the
application of our X-traWeb(TM) products for use in a specific application or
applications desired by a vending machine manufacturer or a manufacturer of
fast-food restaurant equipment or for installation in the monitoring of a gas
pipeline or the control system in a refrigeration storage unit or office
management system.
Formerly, we were engaged in providing engineering, design and development
services to client specifications on a fee for services basis. Under one
significant contract, we developed a low-cost spread spectrum technology for use
in certain products sold by Kyushu Matsushita Electric Co., Ltd. ("KME," which
is also known as Panasonic) which is more fully described below. We also
developed devices for use in the automatic meter reading field for Williams
Wireless, Inc., a wholly owned subsidiary of the Williams Companies. During
1999, we also engaged in development work on an asset tracking system for Eagle
Eye Technologies, a privately-held California based corporation, a point-of-sale
device for supermarkets for Klever Marketing, Inc., a Salt Lake City based
publicly held corporation and a remote-controlled spa for Len Gordon, Inc.
Kyushu Matsushita Electric Co. Ltd. (Panasonic) Contract
In April 1997, we acquired a corporation (by merger in 1997), which entered into
a contract with Kyushu Matsushita Electric Co., Ltd. to develop low cost spread
spectrum radio technology for use in certain Panasonic products. As part of our
development contract with KME, we granted KME a world-wide, non-exclusive
license to use or authorize the use of any patents, copyrights, technical
know-how and other intellectual property rights embodied in our LCSSR technology
in the manufacture of KME products, and agreed not to license others to use
technology which is developed under our contract with KME in connection with any
telephone-related products for a period of two years from the first shipment of
KME products using the technology. In consideration for these rights and our
services, KME agreed to pay royalties to us on sales of KME products using the
technology above a prescribed minimum amount of sales for a period of two years
from the initial shipments of any such products. No royalty is paid on sales of
the first 600,000 units of product using the technology. A royalty of $1.00 per
unit of product sold is payable on sales of units 600,001 through 1,000,000.
Thereafter, the royalty is $.50 per unit on all units sold until the second
anniversary of the date of the first sale of products using the technology.
During 2000, $447,049, or about 98.0% of the $457,194 royalty income we
recognized was earned under this contract and we will not receive any further
royalties therefrom since such contract expired in September, 2000.
In 1998, we also entered into an agreement with KME to develop a key wireless
radio frequency ("RF") transmitter/receiver utilized in KME's new 5.7GHz
MicroCast(TM). The MicroCast is a convergence appliance that allows home
personal computers to distribute and control personal computer-based interactive
media and Internet content using a standard TV set. The MicroCast enables
consumers to control their personal computer remotely using a keyboard,
joystick, and/or mouse from other rooms in the home. Two of the three-piece
system use our designs for the video and audio baseband and the 5.7GHz RF
technology, the newest and highest performance RF technology available to
consumers today.
Under our MicroCast contract with KME, we received a development fee of $50,000,
of which the entire amount was paid in 1998, and will receive royalty payments
for a two-year period commencing on the first shipment, which has not yet
occurred. A royalty of $1.50 per unit of product sold is payable on each unit
sold. We do not believe any products will be shipped pursuant to this contract
and, thus, we do not expect to receive any royalties from this source.
COMPETITION
We have a number of current competitors in all aspects of our business, many of
which have substantially greater financial, marketing and technological
resources than us, and which include such industrial giants as Panasonic,
Motorola, Sony and AT&T. We intend to compete in our industry by concentrating
on certain product or service niches within the overall market. However, most of
our competitors offer products which have one or more features or functions
similar to those offered by us, and many have the resources available to develop
products with features and functions, competitive with or superior to those
offered by us. We cannot assure you that such competitors will not develop
superior features or functions in their products or that the we will be able to
maintain a lower cost advantage for our products.
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A key element of our competitive strategy is to align our self with major
manufacturers by developing proprietary products or technology or market leaders
that can be incorporated into its "partner manufacturers" products. We currently
have a marketing alliance with Texaco Natural Gas Inc., Cooperative ConNEXTions,
LLC to market our X-traWeb products in the United States and with Audiotel
S.p.A. for marketing such products in Italy. We previously licensed low-cost
spread spectrum technology for use in certain products sold by Panasonic (which
agreement expired in September, 2000) and entered into a VAR Agreement with
Motorola, Inc. to sell its MOSCAD Remote Terminal Units. We also believe that
our agreements with KME (i.e., Panasonic), and Motorola, illustrate the manner
in which we can "partner" with much larger, established companies to access mass
markets for our proprietary wireless communications products and technology.
Our management has identified three primary competitors offering either
telemetry-related products and services or web-enabled technologies:
* Spyglass, Inc. which develops software and firmware, including
web-enabling firmware for embedded microcontrollers;
* emWare, a provider of distributed embedded device networking
software that provides Internet connectivity for any device that scales
from 8-bit microcontrollers to 32-bit microprocessors; and
* Connect One, a developer and manufacturer of Internet connectivity
solutions that enable devices to connect to the Internet without requiring
a PC.
While each of these companies offers products and/or services that have some
parallels to those provided by X-traWeb, none currently provides, to our
knowledge, the type of cost-effective, total solution approach that we do. In
addition, we believe we combine successfully all of the necessary technical
elements with the additional capability for wireless system integration and
communications.
EMPLOYEES
As of December 31, 2000 we had 48 employees. Of these employees, 3 were
classified as executive, 18 as administrative personnel, 20 as engineering, and
7 as sales and marketing. Our employees do not belong to a collective bargaining
unit, and we are not aware of any labor union organizing activity.
PATENTS AND INTELLECTUAL PROPERTY
We believe that reliance upon trade secrets, copyrights and unpatented
proprietary know-how in conjunction with the development of new products is at
least as important as patent protection in our business since most patents
provide fairly narrow protection, and are of limited value in areas of rapid
technological change. Further, patents require public disclosure of information
that may otherwise be subject to trade secret protection. We presently own two
United States patents covering antenna technology, and have a United States
patent which covers "spread spectrum" demodulation technology. "Spread spectrum"
communication is a method for transmitting and receiving coded information that
is resistant to interference due to the fact that the transmission is spread
over a large bandwidth. This method requires, however, that both the transmitter
and the receiver have the same spreading code (i.e., a pre-determined, fixed
pattern) used to spread the information over the larger bandwidth. The purpose
of the technology covered by our spread spectrum patent is to recover and remove
the spreading code from a transmission signal, and thus obtain the original
information, in a simpler, less expensive manner.
Under the terms of a litigation settlement entered into with a former
co-venturer, we agreed that our former co-venturer is entitled to full and equal
ownership with us, of the spread spectrum demodulation technology covered by the
patent application, including the right to incorporate, develop, utilize and
exploit the technology. Any uses or products developed or derived from such
technology, however, shall be the sole property of the party which develops or
derives such uses or products. In addition, if one of the parties elects to
prosecute the patent application prior to final acceptance or rejection by the
U.S. Patent Office, failure by the other party to contribute equally to the
costs of prosecuting the application will result in the loss of its rights to
the technology. At this time, we do not have any plans to prosecute this patent
application, and are unaware of any plans by our former co-venturer to prosecute
the application.
11
In addition, during 1998 we filed a United States patent application for each of
two separate software codes. Furthermore, during 2000, we filed at least four
U.S. patent applications on various operating aspects of the X-traWeb(TM)
system, although we cannot assure you that any patents will be issued to us.
Williams Wireless, Inc. raised a claim that we violated the non-competition
provisions of their agreements by allegedly marketing X-traWeb(TM) products in
the telemetry meter reading applications. We, in turn, claimed that Williams
Wireless, Inc. failed to satisfy all of its duties under its various agreements
with us. While we believed that Williams' claim was properly disputable, the
parties orally agreed to enter into a settlement agreement and mutual release.
On March 8, 2000, before such settlement agreement was concluded, Williams sold
substantially all of its assets and business, including its agreements with us,
to an unrelated party, Internet Telemetry Corp., and thereafter we resolved this
dispute amicably.
We and Internet entered into a settlement agreement and mutual release dated as
of August 7, 2000, which contained the following key elements:
(a) each party released the other of any claims under the Williams'
agreements with us, and the parties terminated such agreements in all
respects;
(b) we agreed to grant Internet a perpetual, non-exclusive irrevocable
royalty-free worldwide license to manufacture, use and sell our MicroHopper
radio, as configured on the date of our agreement, as a component of
Internet's telemetry systems or products, and to manufacture, use and sell
such radio only when incorporated into Internet's telemetry systems or
products;
(c) each party agreed to allow the other party to resell the other's
products pursuant to a standard resellers agreement adopted by such party;
and
(d) each party agreed to indemnify the other from any claims arising under
such agreement. We believe that this agreement will have no material adverse
effect on our business.
We have not filed any patent applications in foreign countries.
HISTORY
For a description of our history, our subsidiaries, and predecessors, see the
prospectus dated February 18, 1998 filed with the Securities and Exchange
Commission. We formed X-traWeb Inc. as our wholly-owned Delaware subsidiary in
May 1999.
ITEM 2. PROPERTIES
As of December 31, 2000, our executive offices and principal administrative
offices are located at 5670 Greenwood Plaza Boulevard, Greenwood Village,
Colorado in approximately 10,441 square feet of space which is leased at a
monthly cost of $18,594 for base rental and allocable common area maintenance
charges. We also pay for certain utility expenses. The five-year lease for these
premises expires on December 31, 2005.
We also maintain small leased offices in Overland Park, Kansas of approximately
2,850 square feet at a monthly rent of $3,444 and in Gonic, New Hampshire of
approximately 5,000 square feet at a monthly rent of $1,700.
We believe that our facilities are satisfactory for our present scale of
operations.
We have obligations under various equipment leases which are not material.
12
ITEM 3. LEGAL PROCEEDINGS
On February 20, 2001 the Pinnacle Fund L.P., Barry M. Kitt and Tom and Denise
Hunse filed a lawsuit against us with respect to the purchase of a total of
230,000 shares of our common stock at $3.00 per share in a private placement
transaction in February 2000. The plaintiffs seek rescission of the transaction
and/or damages, including treble damages, which they allege arise out of our
failure to file a registration statement on or before December 31, 2000. The
lawsuit is currently pending in the United States District Court for the
District of Utah. The parties are currently working on discovery and related
matters. We believe that we have meritorious defenses to such action and intend
to prosecute our defenses vigorously, but ther can be no assurances as to the
outcome thereof.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were put to a vote of security holders during the fourth quarter of
2000.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Common Stock
Our shares of Common Stock are traded on the American Stock Exchange under the
symbol "XWC". The high and low per share price of the shares of our Common Stock
and the dividends that were paid thereon for 1999 and 2000 were as follows:
<Table>
<Caption>
1999 2000
---------------------- ------------------------
QUARTER HIGH LOW DIVIDEND HIGH LOW DIVIDEND
- ------- ---- ---- -------- ----- ----- --------
1st 2.06 1.75 $0 7.875 2.875 $0
2nd 1.88 1.50 0 5.25 2.50 0
3rd 1.69 1.00 0 4.375 2.625 0
4th 4.31 1.44 0 3.75 1.375 0
</Table>
At December 31, 2000 we had approximately 350 beneficial owners of our shares of
Common Stock.
Dividend Policy
We have not paid any dividends on our shares of Common Stock to date and do not
anticipate paying any dividends in the foreseeable future.
Sale of Securities
We did not sell any shares of our Common Stock during the fourth quarter of
2000.
13
ITEM 6. SELECTED FINANCIAL AND OTHER DATA
The following table sets forth selected financial and other data of the
Company and should be read in conjunction with the more detailed financial
statements included elsewhere in this Report. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition."
<Table>
<Caption>
DECEMBER 31,
---------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Current Assets $ 4,151,263 $ 1,960,930 $ 1,725,770 $ 1,529,804 $ 328,551
Net Equipment 575,475 192,252 1,038,645 1,133,263 327,022
Other Assets 243,149 425,032 1,372,175 7,469,957 7,469
----------- ----------- ----------- ----------- -----------
Total Assets $ 4,969,887 $ 2,578,214 $ 4,136,590 $10,133,024 $ 663,042
=========== =========== =========== =========== ===========
Current Liabilities $ 944,499 $ 6,087,067 $ 5,053,628 $ 1,815,903 $ 203,351
Long-Term Liabilities 9,633 21,459 84,968 24,275 44,808
Mandatorily Redeemable
Preferred Stock -- 950,000 -- -- --
Stockholders' Equity
(Deficit) 4,015,755 (4,480,312) (1,002,006) 8,292,846 414,883
----------- ----------- ----------- ----------- -----------
Total Liabilities and
Stockholders' Equity
(Deficit) $ 4,969,887 $ 2,578,214 $ 4,136,590 $10,133,024 $ 663,042
=========== =========== =========== =========== ===========
</Table>
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------
2000(AS 1999(AS 1998(AS 1997(AS
RESTATED) RESTATED) RESTATED) RESTATED) 1996
------------ ------------ ------------ ------------ ------------
Sales $ 1,714,833 $ 3,566,307 $ 4,309,691 $ 2,913,429 $ 618,505
Cost of Sales 1,213,427 3,331,925 3,751,607 2,116,934 662,184
------------ ------------ ------------ ------------ ------------
Gross Profit (Loss) 501,406 234,382 558,084 796,495 (43,679)
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 5,591,861 9,563,963 11,554,560 9,817,283 1,882,836
------------ ------------ ------------ ------------ ------------
Net Loss From Operations (5,090,455) (9,329,581) (10,996,476) (9,017,788) (1,926,515)
Interest expense (132,586) (3,556,097) (1,813,208) (43,779) (1,310,142)
Other income 648,537 26,662 343,625 9,692 --
------------ ------------ ------------ ------------ ------------
Net Loss (4,574,504) (12,859,016) (12,466,059) (9,051,875) (3,236,657)
Preferred Dividends 6,400 1,000,658 -- -- --
------------ ------------ ------------ ------------ ------------
Net Loss Applicable to
Common Shares $ (4,580,904) $(13,859,674) $(12,466,059) $ (9,051,875) $ (3,236,657)
============ ============ ============ ============ ============
Basic and Diluted Loss
Per Common Share $ (0.16) $ (0.80) $ (1.11) $ (0.98) $ (1.03)
============ ============ ============ ============ ============
Weighted Average
Number of Common
Shares Used in Per
Share Calculation 29,447,488 17,308,258 11,189,603 9,217,158 3,141,613
============ ============ ============ ============ ============
</Table>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Subsequent to the issuance of the Company's financial statements for the
year ended December 31, 2000, the Company concluded that certain stock options
granted under the Company's 1997 and 1998 Employee Incentive Stock Option Plans
(the "Plans") should have been accounted for as variable plan options and
determined that the consolidated financial statements for the years ended
December 31, 2000, 1999 and 1998 should be restated. In addition, the Company
has made certain reclassifications to the statements of operations for 2000,
1999 and 1998. These reclassifications did not effect net loss per share for any
of the years presented. The following Management's Discussion and Analysis of
Results of Operations and Financial Condition gives effect to the restatement.
When used in this discussion, the words "expect(s)", "feel(s)",
"believe(s)", "will", "may", "anticipate(s)" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
certain risks and uncertainties, which could cause actual results to differ
materially from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements, and are urged to carefully review
and consider the various disclosures elsewhere in this Report which discuss
factors which affect our business.
The following discussion should be read in conjunction with our Consolidated
Financial Statements and respective notes thereto, and Selected Consolidated
Historical Financial Data.
14
RESULTS OF OPERATIONS
2000 TO 1999
We incurred a net loss applicable to common shares of $4,580,904 for 2000,
or a $0.16 loss per share, compared to a net loss applicable to common shares of
$13,859,674 or a $0.80 loss per share, for 1999. This represents an improvement
in 2000 of $9,278,770, or 66.9%, over 1999 financial results.
Sales for 2000 totaled $1,714,833 compared to $3,566,307 during 1999, or a
decrease of $1,851,474 or 52%, which resulted from a change in the strategic
direction of our activities, i.e., our discontinuation of virtually all of our
manufacturing activities and the commencement of our sale of X-traWeb(TM)
products. During the comparative years of 2000 and 1999, we derived our revenue
as follows:
<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
- ------------------------------------------------------------------
SUMMARY OF REVENUE BY ACTIVITY: 2000 1999
- ------------------------------------ ---------- ----------
X-traWeb(TM) $ 450,604 $ --
Radio products 690,377 789,167
Corporate 573,852 2,777,140
---------- ----------
Total Revenue $1,714,833 $3,566,307
========== ==========
</Table>
During 2000, we continued to implement our strategic plan to focus our
efforts on the X-traWeb(TM) product line, and abandoned our contract and
in-house manufacturing activities. Of the $450,604 in revenue derived from the
X-traWeb(TM) product line, $243,730 resulted from engineering design services
related to p.roof-of-concept and similar development activities contracted by
customers interested in custom applications of our internet communications
products and services.
Our business strategy continues to include revenue from radio products,
which totaled $690,377 for 2000, compared to $789,167 for 1999, a decrease of
$98,790 or 12.5%.
Contract manufacturing revenue decreased by $2,120,407 or 94.8% as the
result of our exit from this activity (except for the manufacture of antennas).
Finally, royalties contributed $457,194 of the $573,852 in revenue during 2000,
or 79.7%, compared to $540,075 of $2,777,140, or 19.4% for 1999, a decrease of
$82,881 or 15%. Since the license agreement with our primary customer expired
by its terms in September, 2000, royalty income dropped sharply during the
fourth quarter of 2000. During 2000, $447,049, or about 98.0% of the $457,194
royalty income we recognized was earned under this contract and we will not
receive any further royalties there from. Revenues related to contract
manufacturing and royalties are reported under Corporate in the table above. The
Corporate category represents revenue not directly attributable to a specific
segment, or those business activities no longer being pursued.
During June, 2000, we formed a new operating subsidiary, X-traWeb Europe
S.p.A., based in Milan, Italy. This subsidiary is responsible for the
development and sale of X-traWeb(TM) products through European markets,
commencing with the country of Italy. Only $9,574 in sales had been realized
from the European operation as of December 31, 2000. In addition, we formed two
additional operating subsidiaries, X-traWeb Services Corp. and X-traWeb
Financial Corp. in June 2000, which are designed to offer various services of
X-traWeb products and to provide financing capability of sales of X-traWeb
products or services, respectively, although neither entity derived any revenues
as of December 31, 2000.
Our cost of sales for 2000 compared to 1999 declined to $1,213,427 in 2000
from a total of $3,331,925 in 1999, or a reduction of $2,118,498 or 63.6%. The
resulting gross profit was $501,406, or 29.2% of sales, for 2000 compared to
$234,382, or 6.6%, for 1999. This represents an improvement of 22.6% in gross
profit margin percentage for the comparable periods. The improvement in gross
margin is expected to continue as we shift towards higher profit margin
business.
Our research and development expenses increased to $1,483,365 from
$1,318,963, or by $164,402, or 12.5%, for the comparable twelve month periods
ended December 31, 2000 versus December 31, 1999. These costs continue to relate
to the ongoing application development of the X-traWeb(TM) propriety technology
in 2000.
Our total selling, general, and administrative expenses amounted to
$5,614,732 for 2000 compared to $5,192,902 for 1999, representing an increase of
$421,830, or 8.1%. Selling and marketing expenses increased by $877,960, or 74%,
during 2000 over 1999 and represents a significant increase in advertising,
promotion, and sales related travel to market our X-traWeb(TM) products as
discussed above. Total general and administrative expenses for the comparable
December 31, 2000 and December 31, 1999 period decreased by $456,130, or about
11.3%, and
15
resulted from (1) a decrease in compensation expense related to stock options
accounted for as variable options totaling $1,113,775, (2) a decrease in
depreciation of $445,472, or 77.7%, and (3) a savings of $183,000,or 53.7%, in
facilities rent due to the termination of the Salt Lake City lease. These
expense savings were substantially offset by (1) an increase in corporate travel
related expenses of $366,460 for promotion of X-traWeb(TM) products, the opening
of the X-traWeb Europe offices, and other international business opportunities,
and (2) increases of $865,864 in compensation and benefits, new stock exchange
fees expense for the American Stock Exchange of $35,167, and an increase in the
provision for doubtful accounts receivable of $84,339.
Expenses for 2000 were reduced by $1,677,668 as the result of the reversal
of previously accrued manufacturing exit costs. The favorable settlement of the
lease obligation on our Salt Lake City, Utah manufacturing and office facilities
resulted in a recovery of $1,598,342. An additional $79,326 was recovered as the
result of the sale of manufacturing equipment to a third party. Total
manufacturing exit costs recognized in 1999 were $2,210,023.
Our interest income for 2000 was $337,618 compared to $33,748 for 1999, with
the increase directly attributable to increased available funds in overnight
interest bearing accounts provided by the $13.6 million private placement of
shares of our Common Stock we sold in the first quarter of 2000. Interest
expense declined to $132,586 during 2000 compared to $3,556,097 for 1999, and
represents a decrease of $3,423,511, or 96.3%. This expense reduction is
directly related to our retirement of substantially all of our debt, and related
debt discount amortization, in the first quarter of 2000.
1999 COMPARED TO 1998
We incurred a net loss applicable to common shares of $13,859,674 for 1999
or $0.80 loss per share, compared to a net loss applicable to common shares of
$12,466,059 or a $1.11 loss per share, for 1998.
Sales for 1999 totaled $3,566,307 compared to $4,309,691 of sales during
1998, or a decrease of $743,384 or 17.2%. During the comparative years for 1999
and 1998, we derived our revenue as follows:
<Table>
<Caption>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
SUMMARY OF REVENUE BY ACTIVITY: 1999 1998
---------- ----------
Radio products $ 789,167 $ 586,000
Corporate 2,777,140 3,723,691
---------- ----------
Total Revenue $3,566,307 $4,309,691
========== ==========
</Table>
In 1999, our principal source of resources was from our contract and cable
manufacturing activities, while in 1998 our principal source of resources was a
design and development contract with Williams Telemetry, a Williams company, in
the amount of $2,664,000. Revenues related to these activities are reported
under Corporate in the table above. The Corporate category represents revenue
not directly attributable to a specific segment, or those business activities no
longer being pursued.
Gross profit in 1999 was $234,382 compared to $558,084 during the comparable
period during 1998, which represents 6.6% and 13% of sales respectively.
We reduced our research and development costs by $1,860,594 from $3,179,557
in 1998 to $1,318,963 in 1999, primarily by reducing the number of our employees
and related expenses. While we similarly reduced the number of our general and
administrative employees, including sales and marketing, and related expenses in
1999, our total selling, general and administrative expenses increased from
$2,397,995 in 1998 to $5,192,901 in 1999 primarily as the result of compensation
expense adjustments recognized on various stock options, accounted for as
variable options, granted to employees.
During the fourth quarter of 1999, we executed a plan to focus our efforts
on the X-traWeb(TM) product line and abandon our contract and in-house
manufacturing activities. As a result of this decision, we recognized $2,210,023
in manufacturing activity exit costs. These costs consisted of the impairment of
all equipment used in the manufacturing process and the remaining rent
obligation of the abandoned Salt Lake City facility. In addition, the related
patents and goodwill associated with our manufacturing activities were impaired.
We terminated our liability for the Salt Lake City facility in the first quarter
of 2000, as discussed above.
16
The amortization and impairment of goodwill decreased from $5,977,008 for
1998 to $842,076 for 1999. The decrease was due to the $4,722,425 impairment of
goodwill related to our February 1997 acquisition of Digital Radio
Communications Corporation recognized in the third quarter of 1998, compared to
$641,679 impairment of goodwill related to the October 1997 acquisition of TWC
Ltd., recognized in the fourth quarter of 1999.
Our increased interest expense in 1999 was due primarily to the issuance of
the warrants and common stock in connection with our obtaining the waivers of
defaults on the notes payable we issued in 1999.
Our interest income resulted from our investing available cash in overnight
interest bearing accounts.
During 1999, we issued 950 shares of senior liquidating mandatorily
redeemable 10% preferred stock with a liquidation preference of $1,000 per share
and detachable five-year warrants to purchase 4,750,000 common shares at $0.25
per share. The issuance of preferred stock with warrants was accounted for as
the granting of a favorable conversion feature to the preferred stockholders.
The value assigned to the warrants was based on the their intrinsic value but
limited to the cash proceeds and the amount of the notes converted. Since the
warrants were immediately exercisable, the resulting discount to the preferred
stock of $950,000 was immediately recognized as a preferred dividend.
Additionally, we accrued dividends in the amount of $50,658 as of December 31,
1999.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity at December 31, 2000 consisting of cash and cash equivalents
was $3,097,624, which represents an increase of $2,203,775 over our cash and
cash equivalents of $893,849 as of December 31, 1999. Our current assets were
$4,151,263 as of December 31, 2000, an increase of $2,190,333 from our current
assets of $1,960,930 as of December 31, 1999.
During the first quarter of 2000, we raised $13,646,000 of new capital from
the sale of shares of our common stock in a private placement transaction of 45
accredited investors at $3.00 per share. The proceeds of this offering, net of
$1,434,222 in placement fees, amounted to $12,211,778. We also paid a total of
$78,560 in placement fees related to 1999 offerings during this period. The net
proceeds from issuance of the shares of our common stock were $12,133,218.
In March, 2000, we also issued common stock related to the exercise of
warrants to purchase 5,393,690 shares of common stock at $.25 per share.
Proceeds of $401,220 were received in cash and $947,203 was recorded as capital
related to the cashless exercise of warrants by the deemed payment of principal
by reduction of the 1999 notes issued by us. The warrants exercised totaled
$1,348,423.
With the proceeds of the $13,646,000 private placement, we redeemed all of
our shares of mandatorily redeemable 10% preferred stock in the amount of
$950,000 plus accrued dividends of $57,378 during the first quarter of 2000. In
addition, we paid off the 1999 notes outstanding with cash in the amount of
$2,377,624 and the cashless exercise of warrants by deemed payment of principal
in the amount of $947,203, as discussed above, and accrued interest of $35,059,
thereby discharging such debt in full.
Our liquidity increased slightly due to changes in operating assets and
liabilities during the course of the year 2000. For the year ended December 31,
2000, the net change in operating assets and liabilities generated net cash flow
of $280,687 compared to a net increase of cash for the year ended December 31,
1999 of $278,952. The primary reasons for the net increase in cash flow during
2000 were decreases in accounts receivable levels of $194,978, which were offset
in part by cash flow used to increase inventory by $356,261, increase pre-paid
expenses and other assets by $50,516, and reduce other accrued liabilities (net
of accrued lease obligation terminated during 1999) of $62,129. For the year
ended December 31, 1999 accounts receivable increased and accounts payable
decreased by $413,384 and $434,528, respectively, resulting in total net cash
flow used of $847,912.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Securities and Exchange Commission issued Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements on December 3, 1999. This
bulletin requires the application of specific criteria in determination
17
of the timing of revenue recognition in financial statements and is effective
for all fiscal years beginning after December 16, 1999. The Company believes
revenue for the year ending December 31, 2000, 1999 and 1998 is recognized in a
manner consistent with the criteria specified in the bulletin.
The Financial Accounting Standards Board issued FASB No. 133-Accounting for
Derivative Instruments and Hedging Activities which, as amended, is effective
for all fiscal years beginning after June 15, 2000. The statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
The Company does not expect the adoption of FASB No. 133 to have a material
impact on the Company's financial condition or operations.
SUMMARY
During 2000, we implemented our redirection efforts to focus on the growth
of our X-traWeb(TM) business segment and proprietary radio products. We raised
$13,646,000 million in new equity capital, paid off substantially all
outstanding debt, redeemed all mandatorily redeemable preferred stock
outstanding, relocated our corporate headquarters to the Denver, Colorado area,
and exited from all in-house manufacturing activities, including termination of
our lease obligation for facilities in Utah.
Also, we realized revenues from the sales of our X-traWeb products for the
first time during 2000 and also signed various marketing alliance agreements
during the year. While we believe that (i) a number of our pending proposals for
projects or products will be accepted in whole or in part, (ii) we will develop
additional sources of sales in the United States, Italy and other foreign
countries and (iii) will derive substantial revenues therefrom in 2001 and
thereafter, we cannot assure you that any such sales will be made or the amount
thereof, although we anticipate that X-traWeb(TM) product sales will constitute
the bulk of our revenues during the year 2001 and thereafter. We also believe
that we will derive significant revenues from the sale of our proprietary radio
products in the future, but we cannot assure you as to the amount of such sales
or when such sales will occur. We do not expect the sales of our antenna
products to contribute materially to our consolidated net sales or income in the
foreseeable future.
While we recently hired additional engineering personnel, we believe that
the potential growth of current products will require additional engineering
personnel for our X-traWeb(TM) business in advance of the receipt of substantial
revenues from such source. As a result, we will continue to recruit such
personnel actively and expend funds for such purpose.
Based on our current cash position and our plans for 2001, we believe that
additional capital will be required by May 2001. We have obtained a financing
commitment letter totaling $4,000,000, to be provided as private equity
placements, which management believes will be adequate to fund our operations in
2001.
The Company has a history of net losses and negative cash flows. Although we
expect our current business prospects will yield significant revenues, with
margins adequate to support our profitability and positive cash flow, we can not
be assured of such result. If such prospective sales are delayed, or do not
materialize, we will continue to operate at a loss, and additional financing
would be required to fund our continuing operations.
In summary, while we are optimistic about our future, we are fully aware
that anticipated revenue increases from sales of our X-traWeb(TM) products and
our proprietary radios are by no means assured, and that our requirements for
capital are substantial. If significant revenues with adequate margins are not
generated to supplement the additional financing, we have a contingency plan to
reduce overhead and other operating costs so as to remain a going concern. These
contingency plans, however, would require reductions in product development and
marketing costs, which could impact the timing and ultimate amount of future
revenues.
Statement Regarding Forward-Looking Disclosure
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act which
represent our expectations or beliefs concerning future events that involve
risks and uncertainties, including, without limitation, (i) those associated
with our ability to obtain financing for our current and future operations, to
manufacture (or arrange for the manufacturing of) our products, to market and
sell our products, and our ability to establish and maintain our sales of
X-traWeb(TM) products, (ii) general economic
18
conditions and (iii) technological developments by us, our competitors and
others. All statements other than statements of historical facts included in
this Report including, without limitation, the statements under "Management's
Discussion and Analysis of Results of Operations and Financial Condition" and
"Business" and elsewhere herein, are forward-looking statements. Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations will prove to have been
correct. Important factors that could cause actual results to differ materially
from our expectations ("Cautionary Statements") are disclosed in this Report,
including, without limitation, in connection with the forward-looking statements
included in this report. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the Cautionary Statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements, Page F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT AND FINANCIAL
DISCLOSURE
Subsequent to the year ended December 31, 1999, on May 01, 2000, we
appointed Deloitte & Touche LLP to replace Hansen, Barnett & Maxwell as our
independent auditors for the fiscal year ended December 31, 2000.
The report of Hansen, Barnett & Maxwell on our consolidated financial
statements as of December 31, 1999 and for each of the two years in the period
ended December 31, 1999 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principle.
The decision to engage Deloitte & Touche LLP as our independent auditors was
approved by our board of directors, and by the Audit Committee.
In connection with the audit for the year ended December 31, 1999, and
through May 1, 2000, we have had no disagreements with Hansen, Barnett & Maxwell
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Hansen, Barnett & Maxwell would have caused it to make
reference thereto in its report on the consolidated financial statements for
such year.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and directors at December 31, 2000 were as follows:
<Table>
<Caption>
NAME AGE POSITION
----------------------- ------------- ------------------------
David D. Singer 51 Chairman of the Board of Directors,
President, Chief Executive Officer
and a Director
Charles Taylor 51 Director
Malcolm P. Thomas 50 Director
Donald I. Wallace 56 Director, Executive Vice President
and President of X-traWeb, Inc.
M. Robert Carr 57 Director
Roger D. Leclerc 50 Vice President and Chief Financial
Officer(1)
</Table>
(1) Mr. Leclerc resigned from us as an officer and employee in March, 2001. We
named Robert Hathaway as Vice-President-Finance and Chief Financial Officer on
February 23, 2001.
19
David D. Singer - Mr. Singer was appointed our President in November 1996,
and became one of our Directors in February 1997. From 1977 to 1983, Mr. Singer
was President of CSL Energy Controls, Inc., a company specializing in third
party energy conservation. From 1983 to 1985, Mr. Singer was a special
consultant to the General President of the Sheetmetal Workers Association. From
1985 to 1988, Mr. Singer was Vice President First Municipal Division, Bank One
Leasing Corporation. From 1989 to 1994, Mr. Singer was President of Highland
Energy Group. From 1991 to 1996, Mr. Singer was employed by Navtech Industries,
Inc., an electronic assembly company, as Vice President Sales and Marketing from
February 1994 to July 1995, and as President and Chief Operating Officer from
July 1995 to July 1996.
Charles Taylor - Mr. Taylor was elected one of our Directors in July, 1999
and was elected as a member of our Audit, Compensation and Stock Option
Committees on November 11, 1999. During the period from 1995 through December
31, 2000, Mr. Taylor was a senior investment advisor with Amerindo Investment
Advisors based in New York City and is a senior member of a team that manages
approximately $4 billion in growth portfolios, including the Amerindo Technology
Fund. Prior to such period, Mr. Taylor served as a technology analyst with
several major investment banking firm. Mr. Taylor is now self-employed.
Donald I. Wallace - Mr. Wallace was appointed our Executive Vice President
- -- Telemetry and SCADA (i.e., Systems Control and Data Access) Division in
January 1998, became the President of our subsidiary X-traWeb, Inc., in May,
1999 and was elected as a Director in April, 1999. Prior to his employment by
us, Mr. Wallace was employed from December 1995 as President of PrimeLink, Inc.,
a Lenexa, Kansas company, which Mr. Wallace founded to engage in the development
and marketing of wireless telemetry products for remote meter reading. Between
September 1991 and November 1995, Mr. Wallace was employed as the President of
Arcom Control Services, Inc., which developed and marketed computer-based
monitoring and control products for the oil and gas industry.
Malcolm P. Thomas - Mr. Thomas was elected one of our Directors effective
September 2, 1999 and was elected as a member of our Audit Committee on November
11, 1999 and of our Compensation and Stock Option Committees on January 20,
2000. During the period from 1991 to December 31, 2000, Mr. Thomas was the
Director of Operations and Marketing at Fluor Global Services, Inc., a
wholly-owned subsidiary of Fluor Corporation (a New York Stock Exchange
company), having been promoted from Manager of Marketing Services and operation
in the Western United States for his corporation. Commencing in January, 2001,
Mr Thomas has been the Executive Vice President and General Manager of Building
Technology Engineers, a joint venture subsidiary of EMCOR Group and CB Richard
Ellis.
M. Robert Carr - Mr. Carr was elected one our Directors on April 26, 2000
and was elected as a member of our Audit Committee on such date. During the
period from 1995 to the present, Mr. Carr has served as a principal of the Carr
Company, a management and policy consulting from based in Washington, D.C. Mr.
Carr's current clients include General Motors Corp. and United Airlines.
Previously Mr. Carr served as a United States Congressman from the State of
Michigan during the period from 1975 to 1993. There he served as Chairman of the
House Transportation Subcommittee. He also served on the House Armed Services,
Judiciary and Interior and Insular Affairs Committees.
Roger D. Leclerc - Mr. Leclerc joined the Company in February 2000 and was
appointed our Vice President and Chief Financial Officer on April 21, 2000.
Prior to joining us and since 1992, Mr. Leclerc served as the Manager of
Development and Asset Disposition, Western Region for United Artist Theater
Circuit, Inc., where he was responsible for evaluating and developing new
theater projects and developed and implemented exit strategies for
non-performing theater projects. Mr. Leclerc has 20 years of diverse experience
in project management and finance administration, including consulting for
diverse corporations. He continues to serve as a director and adviser on the
board of directors of two public companies and as treasurer of the Black Hawk
Gaming Association. Mr. Leclerc has also served on numerous local government
organizations as an adviser and director. Mr. Leclerc resigned as an officer and
employee in March, 2001.
ITEM 11. EXECUTIVE COMPENSATION
The table below sets forth information concerning compensation paid in 1998,
1999 and 2000 to David D. Singer, our Chairman, President and Chief Executive
Officer, and Donald I. Wallace, our Executive Vice President, Telemetry and
SCADA and the President of X-traWeb, Inc., a wholly owned subsidiary. Except as
set forth in the table, none of our executive officers received compensation of
$100,000 or more in 2000.
20
Summary Compensation Table
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- -----------------------------------
AWARDS PAYOUTS
---------------------- ----------
OTHER RESTRICTED ALL
NAME AND ANNUAL STOCK OPTIONS LTIP OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS($) /SARS(#) PAYOUTS($) COMPENSATION
- ----------------------- ----- --------- -------- ------------ ----------- --------- ---------- -------------
David D. Singer(1)(2) 2000 $ 205,571 -- -- -- -- --
President 1999 151,653 -- -- -- 400,000 --
1998 143,530 -- -- -- -- --
Donald I. Wallace(1)(2) 2000 148,052 -- -- -- -- --
President, X-traWeb, Inc. 1999 127,993 -- -- -- 220,000 --
1998 124,809 -- -- -- -- --
</Table>
- ----------
(1) Neither Mr. Singer nor Mr. Wallace received compensation reportable as
"Other Annual Compensation" which exceeded 10% of his salary in 2000.
(2) Mr. Singer is the Chairman and Mr. Wallace is the President of X-traWeb,
Inc., our wholly-owned Delaware subsidiary formed in 1999.
The following table sets forth certain information regarding options owned
by Messrs. Singer and Wallace at December 31, 2000:
Aggregated Option Exercises in Last Fiscal Year and Options Values
<Table>
<Caption>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXPIRED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES ACQUIRED ------------------------------- ------------------------------
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- ----------------- ---------------- ----------------- ------------- ----------- ------------- -----------
David D. Singer -- -- 240,000(1) 210,000(2) $ -- --
Donald I. Wallace -- -- 152,000(3) 68,000(4) $20,000 5,000
</Table>
For the purpose of computing the value of "in-the-money" options at December
31, 2000 in the above table, the fair market value of a share of our Common
Stock at December 31, 2000 is deemed to be $1.91 per share, which was the
average of the high and low prices of such shares on the American Stock Exchange
on such date.
(1) The stock options are exercisable as follows: 80,000 shares on November 11,
2001, 80,000 shares on November 11, 2002, and 80,000 shares on November 11,
2003.
(2) Options to purchase 50,000 were exercisable as of December 31, 1998 and an
additional 160,000 were exercisable as of December 31, 2000.
(3) One stock option is exercisable as follows: 24,000 shares on November 11,
2001, 24,000 shares on November 11, 2002, and 24,000 shares on November 11,
2003. In addition, another stock option is exercisable as follows: 20,000 on
April 22, 2001, 20,000 on April 22, 2002, 20,000 on April 22, 2003 and 20,000
shares on April 22, 2004.
(4) Options to purchase 68,000 were exercisable as of December 31, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Set forth below is information as of December 31, 2000 pertaining to
ownership of the Company's Common Stock, determined in accordance with Rule
13(d)(3) under the Securities and Exchange Act of 1934, by persons known to us
who own more than 5% of our shares of Common Stock:
<Table>
<Caption>
NAME AND ADDRESS OF
BENEFICIAL OWNER NUMBER OF SHARES(1) PERCENT OF CLASS(2)
- ------------------------- ------------------ -------------------
Michael Lauer 7,295,853(3) 23.4
375 Park Avenue
Suite 2006
New York, NY 10022
</Table>
21
<Table>
Lancer Offshore Inc. 4,880,662(4) 15.6
375 Park Avenue
Suite 2006
New York, NY 10022
Lancer Partners, LP 2,305,650(4) 7.4
375 Park Avenue
Suite 2006
New York, NY 10022
Orbiter Fund Ltd. 109,600(4) *
375 Park Avenue
Suite 2006
New York, NY 10022
RUSP Holdings S.A. 2,500,000(5) 9.3
C.So. Dante, Turin, Italy
Elkron International S.p.A. 650,000(5) 2.1
Via Carducci
Turin, Italy
Tanalux S.A. 350,000(5) 1.1
5 Rue Emil
Bian L-1235
Luxembourg
Pensionskassee Der Siemens 1,697,994 5.4
Gesellschaften
c/o Lintheschergasse
Zurich, Switzerland 8001
</Table>
* Less than one percent.
(1) Unless otherwise indicated, this column reflects shares owned beneficially
and of record and as to which the named party has sole voting power and sole
investment power. This column also includes shares issuable upon the exercise of
options or similar rights which are exercisable within 60 days after December
31, 2000.
(2) In computing the percentage of shares beneficially owned by any person,
shares which the person has the right to acquire upon the exercise of options or
other rights held by such person within 60 days after December 31, 2000 are
deemed outstanding. Such shares are not deemed to be outstanding in computing
the percentage ownership of any other person.
(3) Of these shares, none is owned by Mr. Lauer in street name; 4,880,662 are
held directly and of record by Lancer Offshore, Inc.; 2,305,650 are held
directly and of record by Lancer Partners, LP; and 109,541 are held directly and
of record by The Orbiter Fund Ltd. Mr. Lauer is believed to control the voting
and disposition of these shares by virtue of being the investment manager for
these entities. He is also the general partner of Lancer Partners LP.
(4) Michael Lauer is deemed to be an indirect beneficial owner of these shares.
(5) Dr. Ferruccio Commetto is believed to control the voting and the disposition
of the shares owned by the three foreign corporations by virtue of his being the
president thereof.
(b) Set forth below is information as of December 31, 2000 pertaining to
ownership of our shares of Common Stock by all of our directors and executive
officers:
<Table>
<Caption>
(i) NAME AND ADDRESS OF NUMBER OF NUMBER OF
BENEFICIAL OWNER SHARES(1) PERCENT OF CLASS(2)
- ----------------------------------- --------- -------------------
David D. Singer, President, Chief 439,500(3) 1.4
Executive Officer and Director
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard
Suite 340
Englewood, Colorado 80111
</Table>
22
<Table>
Donald I. Wallace, Executive Vice 92,000 *
President -- Telemetry and SCADA
4412 Orofino Place
Castle Rock, CO 80104
Charles Taylor 10,000(4) *
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard
Suite 340
Englewood, Colorado 80111
Malcolm P. Thomas 12,000(4) *
Building Technology Engineers
1560 Brookhollow Drive
Suite 220
Santa Ana, CA 92705
M. Robert Carr 9,000(5)
815 Connecticut Avenue, N.W
Washington D.C. 20006
(ii) All Directors and
Executive Officers as
a Group 562,500 1.8
</Table>
(1) Unless otherwise indicated, this column reflects shares owned
beneficially and of record and as to which the named party has sole voting power
and sole investment power. This column also includes shares issuable upon the
exercise of options or similar rights which are exercisable within 60 days after
December 31, 2000.
(2) In computing the percentage of shares beneficially owned by any person,
shares which the person has the right to acquire upon the exercise of options or
other rights held by such person within 60 days after December 31, 2000 are
deemed outstanding. Such shares are not deemed to be outstanding in computing
the percentage ownership of any other person.
(3) Include 50,000 shares and 160,000 shares issuable upon presently
exercisable and fully vested option granted under our 1997 and 1998 stock option
plans, respectively, but excludes 237,500 shares which he transferred to his
wife in 1999 as part of a divorce settlement.
(4) Includes 10,000 shares issuable upon the exercise of options granted in
January, 2000, in recognition of services as a director.
(5) Includes 5,000 shares issuable upon the exercise of options granted in
November, 2000, in recognition of services as a director.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a.1. Consolidated Financial Statements of World Wireless Communications, Inc.
and Subsidiaries: -- See Index to Consolidated Financial Statements on Page
F-1.
2. Financial Statement Schedules: All schedules are omitted because they
are not applicable or the required information is shown in the
consolidated financial statements or notes thereto.
3. Exhibits:
See the Exhibit Index attached hereto.
b. Reports on Form 8-K
None.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
WORLD WIRELESS COMMUNICATIONS, INC. (Registrant)
Dated: January 14, 2002 By: /s/ David D. Singer
-----------------------------
David D. Singer, Chairman of the Board
of Directors, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<Table>
<Caption>
NAME TITLE DATE
- ----------------------- ----------------------------- ---------
/s/ David D. Singer Chairman of the Board January 14, 2002
- ---------------------- of Directors, President,
David D. Singer Chief Executive Officer,
and Director
/s/ M. Robert Carr Director January 14, 2002
- ---------------------
M. Robert Carr
/s/ Charles Taylor Director January 14, 2002
- ---------------------
Charles Taylor
/s/ Malcolm P. Thomas Director January 14, 2002
- -----------------------
Malcolm P. Thomas
/s/ Robert Hathaway Vice President - Finance and January 14, 2002
- --------------------- Chief Financial Officer,
Robert Hathaway (Principal Financial Officer
and Principal Accounting Officer)
</Table>
24
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
<Table>
<Caption>
TABLE OF CONTENTS PAGE
----
Independent Auditors' Report F-2
Report of Independent Certified Public Accountants F-3
Consolidated Balance Sheets - December 31, 2000 and 1999 F-4
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999, and 1998 F-5
Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended December 31, 1998, 1999 and 2000 F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999, and 1998 F-7
Notes to Consolidated Financial Statements F-8
</Table>
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders World Wireless Communications, Inc.
Greenwood Village, Colorado
We have audited the accompanying consolidated balance sheet of World Wireless
Communications, Inc. (the Company) and subsidiaries as of December 31, 2000, and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of World Wireless Communications, Inc.
and subsidiaries as of December 31, 2000, and the results of their operations
and their cash flows for the year ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.
As discussed in Note 16 to the consolidated financial statements, the
accompanying 2000 consolidated financial statements have been restated.
DELOITTE & TOUCHE LLP Denver, Colorado
April 9, 2001
(December 20, 2001 as to Note 16)
F-2
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
Member of AICPA Division of Firms (801) 532-2200
Member of SECPS Fax (801) 532-7944
Member of Summit International Associates 345 East Broadway, Suite 200
Salt Lake City, Utah 84111-2693
www.hbmcpas.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and the Stockholders
World Wireless Communications, Inc.
We have audited the accompanying consolidated balance sheet of World Wireless
Communications, Inc. and subsidiaries ("the Company") as of December 31, 1999,
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the two years in the period ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards. generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of World Wireless
Communications, Inc. and subsidiaries as of December 31, 1999, and the results
of their operations and their cash flows for each of the two years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
As discussed in Note 16 the consolidated financial statements, the accompanying
1999 and 1998 consolidated financial statements have been restated
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 15, 2000, except for Note 16,
As to which the date is December 20, 2001
F-3
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
DECEMBER 31,
-----------------------------------
2000 1999
--------------- ---------------
(AS RESTATED, (AS RESTATED,
SEE NOTE 16) SEE NOTE 16)
ASSETS
Current Assets
Cash $ 3,097,624 $ 893,849
Investment in securities available for sale 19,109 130,403
Trade receivables, net of allowance for
doubtful accounts 347,218 723,355
Other receivables 57,345 584
Inventory 558,076 201,815
Prepaid expenses 71,891 10,924
Total Current Assets 4,151,263 1,960,930
Equipment, net of accumulated depreciation 575,475 192,252
Goodwill, net of accumulated amortization 214,286 385,718
Other Assets, net of accumulated amortization 28,863 39,314
--------------- ---------------
Total Assets $ 4,969,887 $ 2,578,214
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Trade accounts payable $ 540,899 $ 547,978
Accrued liabilities 371,149 338,112
Other liabilities 13,077 --
Accrued lease obligation on abandoned
office and manufacturing facility -- 1,756,924
Notes payable -- 3,324,827
Obligations under capital lease -
current portion 19,374 119,226
--------------- ---------------
Total Current Liabilities 944,499 6,087,067
--------------- ---------------
Long-Term Obligations Under Capital Lease 9,633 21,459
--------------- ---------------
Mandatorily Redeemable 10% Preferred Stock -
$0.001 par value; 1,000,000 shares authorized; 950 shares designated
mandatorily redeemable; 0 and 950 shares issued and outstanding;
liquidation preference of $0 and $1,000,658 -- 950,000
--------------- ---------------
Stockholders' Equity (Deficit)
Common stock - $0.001 par value; 50,000,000
shares authorized; issued and outstanding:
31,208,847 shares in 2000 and 21,250,016
shares in 1999 31,209 21,250
Additional paid-in capital 46,500,157 33,394,207
Receivable from shareholders -- (66,829)
Accumulated deficit (42,458,847) (37,884,343)
Accumulated other comprehensive income (loss) (56,764) 55,403
--------------- ---------------
Total Stockholders' Equity (Deficit) 4,015,755 (4,480,312)
--------------- ---------------
Total Liabilities and Stockholders' Equity (Deficit) $ 4,969,887 $ 2,578,214
=============== ===============
</Table>
The accompanying notes are an integral part of these financial statements.
F-4
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
(AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 16) SEE NOTE 16) SEE NOTE 16)
REVENUES:
Services $ 360,388 $ 867,451 $ 3,009,416
Royalties 457,194 540,075 --
Product sales 897,251 2,158,781 1,300,275
--------------- --------------- ---------------
Total revenues 1,714,833 3,566,307 4,309,691
COST OF SALES:
Services 460,005 500,070 2,275,448
Products 753,422 2,426,389 1,476,159
Inventory write-down -- 405,466 --
--------------- --------------- ---------------
Total cost of sales 1,213,427 3,331,925 3,751,607
--------------- --------------- ---------------
Gross profit 501,406 234,382 558,084
Operating Expenses
Research and development 1,483,365 1,318,963 3,179,557
Selling, general and administrative 5,614,732 5,192,901 2,397,995
Manufacturing activity exit costs (1,677,668) 2,210,023 --
Impairment of goodwill and patents -- 641,679 4,722,425
Amortization of goodwill 171,432 200,397 1,254,583
--------------- --------------- ---------------
Total operating expenses 5,591,861 9,563,963 11,554,560
--------------- --------------- ---------------
Loss from operations (5,090,455) (9,329,581) (10,996,476)
Other income (expense)
Interest expense (132,586) (3,556,097) (1,813,208)
Other income 648,537 26,662 343,625
--------------- --------------- ---------------
Net loss (4,574,504) (12,859,016) (12,466,059)
Preferred dividends 6,400 1,000,658 --
--------------- --------------- ---------------
Loss applicable to common shares $ (4,580,904) $ (13,859,674) $ (12,466,059)
=============== =============== ===============
Basic and diluted loss per
Common share $ (0.16) $ (0.80) $ (1.11)
=============== =============== ===============
Weighted average number of common
Shares used in per share calculation 29,447,488 17,308,258 11,189,603
=============== =============== ===============
</Table>
The accompanying notes are an integral part of these financial statements.
F-5
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<Table>
<Caption>
UNEARNED
COMMON STOCK ADDITIONAL COMPENSATION
------------------------------------ PAID-IN AND SHAREHOLDER
SHARES AMOUNT CAPITAL RECEIVABLE
---------------- ---------------- ---------------- ----------------
Balance - December 31, 1997 10,225,260 10,225 20,746,944 (18,409)
Comprehensive Loss:
Net loss (As restated, see Note 16) -- -- -- --
Decrease in realized gain on securities -- -- -- --
Comprehensive Loss for the Year (As restated,
see Note 16)
Compensation adjustment relating to stock options -- -- (1,677,759)
Shares issued for cash 2,721,258 2,721 2,410,353 --
Beneficial conversion feature of
notes payable -- -- 374,172 --
Exercise of stock options for cash and
a promissory note 435,051 435 191,307 (48,420)
Shares issued for services 443,831 444 404,587 --
Acquisition of technology 65,000 65 324,935 --
Shares and warrants issued for interest 30,000 30 1,239,043 --
---------------- ---------------- ---------------- ----------------
Balance - December 31, 1998 (As restated, see Note 16) 13,920,400 13,920 24,013,582 (66,829)
Comprehensive Loss:
Net loss (As restated, see Note 16) -- -- -- --
Decreased realized gain on securities -- -- -- --
Comprehensive Loss for the Year (As restated, see
Note 16)
Compensation adjustment relating to stock options -- -- 643,833
Shares issued for cash 5,612,000 5,612 5,018,661 --
Conversion of note payable and accrued interest 893,698 894 892,804 --
Beneficial conversion feature of
note payable -- -- 81,517 --
Shares issued for services 120,841 121 231,265 --
Shares and warrants issued for defaults
and interest on notes payable 450,000 450 2,075,032 --
Warrants issued for services -- -- 425,155 --
Exercise of warrants for cash 253,077 253 63,016 --
Preferred dividends -- -- (1,000,658) --
Warrants granted on issuance of
Preferred stock -- -- 950,000 --
---------------- ---------------- ---------------- ----------------
Balance - December 31, 1999 (As restated, see Note 16) 21,250,016 21,250 33,394,207 (66,829)
Comprehensive Loss:
Net loss (As restated, see Note 16) -- -- -- --
Decrease in unrealized gain
on securities -- -- -- --
Adjustment from foreign currency
Translation -- -- -- --
Comprehensive Loss for the Year (As restated,
see Note 16)
Compensation adjustment relating to stock options -- -- (382,364) --
Shares issued for cash, net of placement
fees of $1,512,782 4,548,667 4,549 12,128,669 --
Exercise of warrants 5,393,690 5,394 1,343,029 --
Cashless exercise of stock options 16,474 16 23,016 --
Preferred dividends -- -- (6,400) --
Write-off of receivable -- -- -- 66,829
---------------- ---------------- ---------------- ----------------
Balance - December 31, 2000 (As restated, see Note 16) 31,208,847 $ 31,209 $ 46,500,157 $ --
<Caption>
TOTAL
OTHER STOCKHOLDERS'
ACCUMULATED COMPREHENSIVE EQUITY
DEFICIT INCOME (DEFICIT)
---------------- ---------------- ----------------
Balance - December 31, 1997 (12,559,268) 113,354 8,292,846
----------------
Comprehensive Loss:
Net loss (As restated, see Note 16) (12,466,059) -- (12,466,059)
Decrease in realized gain on securities -- (50,706) (50,706)
----------------
Comprehensive Loss for the Year (As restated, (12,516,765)
see Note 16) ----------------
Compensation adjustment relating to stock options -- -- (1,677,759)
Shares issued for cash -- -- 2,413,074
Beneficial conversion feature of
notes payable -- -- 374,172
Exercise of stock options for cash and
a promissory note -- -- 143,322
Shares issued for services -- -- 405,031
Acquisition of technology -- -- 325,000
Shares and warrants issued for interest -- -- 1,239,073
---------------- ---------------- ----------------
Balance - December 31, 1998 (As restated, see Note 16) (25,025,327) 62,648 (1,002,006)
Comprehensive Loss:
Net loss (As restated, see Note 16) (12,859,016) -- (12,859,016)
Decreased realized gain on securities -- (7,245) (7,245)
----------------
Comprehensive Loss for the Year (As restated, see (12,866,261)
Note 16) ----------------
Compensation adjustment relating to stock options -- -- 643,833
Shares issued for cash -- -- 5,024,273
Conversion of note payable and accrued interest -- -- 893,698
Beneficial conversion feature of
note payable -- -- 81,517
Shares issued for services -- -- 231,386
Shares and warrants issued for defaults
and interest on notes payable -- -- 2,075,482
Warrants issued for services -- -- 425,155
Exercise of warrants for cash -- -- 63,269
Preferred dividends -- (1,000,658)
Warrants granted on issuance of
Preferred stock -- -- 950,000
---------------- ---------------- ----------------
Balance - December 31, 1999 (As restated, see Note 16) (37,884,343) 55,403 (4,480,312)
Comprehensive Loss:
Net loss (As restated, see Note 16) (4,574,504) -- (4,574,504)
Decrease in unrealized gain
on securities -- (102,236) (102,236)
Adjustment from foreign currency
Translation -- (9,931) (9,931)
----------------
Comprehensive Loss for the Year (As restated,
see Note 16) (4,686,671)
----------------
Compensation adjustment relating to stock options -- -- (382,364)
Shares issued for cash, net of placement
fees of $1,512,782 -- -- 12,133,218
Exercise of warrants -- -- 1,348,423
Cashless exercise of stock options -- -- 23,032
Preferred dividends -- (6,400)
Write-off of receivable -- -- 66,829
---------------- ---------------- ----------------
Balance - December 31, 2000 (As restated, see Note 16) $ (42,458,847) $ (56,764) $ 4,015,755
</Table>
The accompanying notes are an integral part of these financial statements.
F-6
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------
2000 1999 1998
------------- ------------- -------------
(AS RESTATED, (AS RESTATED, (AS RESTATED,
SEE NOTE 16) SEE NOTE 16) SEE NOTE 16)
------------- ------------- -------------
Cash Flows From Operating Activities
Net loss $ (4,574,504) $(12,859,016) $(12,466,059)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization of goodwill 171,432 200,397 1,254,583
Impairment of goodwill and patent -- 641,679 4,722,425
Depreciation and amortization 127,813 874,400 686,121
Manufacturing activity exit costs (1,677,668) 2,210,023 --
Impairment of inventory -- 405,466 --
Amortization of debt discount and financing -- -- 542,408
Interest paid with stock and stock warrants -- 2,582,154 331,827
Purchased research and development -- -- 325,000
Stock issued for services -- 231,386 397,292
Compensation adjustments relating to stock options (359,331) 643,833 (1,677,759)
Realized gain on securities held for sale (7,007) -- --
Write-off of receivable from shareholder 66,829 -- --
Provision for doubtful accounts receivable 124,397 42,772 295,504
Beneficial conversion feature granted -- -- 413,563
Gain on sale of business assets -- -- (332,752)
Changes in operating assets and liabilities:
Accounts receivable 194,978 (413,384) (332,314)
Inventory (356,261) (57,042) (109,182)
Accounts payable (6,759) (434,528) 509,631
Accrued liabilities (62,129) (580,008) 467,140
Other (50,516) 137,070 261,441
------------ ------------ ------------
Net Cash and Cash Equivalents Used By
Operating Activities (6,408,727) (6,374,798) (4,711,131)
------------ ------------ ------------
Cash Flows From Investing Activities
Payments for the purchase of property
and equipment (526,265) (128,461) (247,457)
Proceeds from sale of business assets
and property 94,875 4,359 394,499
Proceeds from sale of marketable
securities 16,065 -- --
------------ ------------ ------------
Net Cash and Cash Equivalents (Used By)
Provided By Investing Activities (415,325) (124,102) 147,042
------------ ------------ ------------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 12,133,218 5,024,273 2,564,137
Proceeds from borrowings, net of discount -- 2,480,000 2,900,000
Proceeds from issuance of mandatorily
redeemable preferred stock -- 700,000 --
Redemption of preferred stock (950,000) -- --
Payment of preferred dividends (57,378) -- --
Proceeds from exercise of warrants 401,220 63,269 --
Principal payments on obligation under
capital lease (111,678) (159,909) (108,088)
Principal payments on notes payable (2,377,624) (1,329,781) (395,297)
------------ ------------ ------------
Net Cash and Cash Equivalents Provided
By Financing Activities 9,037,758 6,777,852 4,960,752
------------ ------------ ------------
Effect of Exchange Rate on Cash and
Cash Equivalents (9,931) -- --
------------ ------------ ------------
Net Increase In Cash and Cash Equivalents 2,203,775 278,952 396,663
Cash and Cash Equivalents - Beginning of Year 893,849 614,897 218,234
------------ ------------ ------------
Cash and Cash Equivalents - End of Year $ 3,097,624 $ 893,849 $ 614,897
============ ============ ============
</Table>
Supplemental cash flow information and non-cash investing and financing
activities - Note 8
The accompanying notes are an integral part of these financial statements.
F-7
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF BUSINESS - World Wireless Communications, Inc. and
its subsidiaries (collectively, "the Company") design and develop wired and
wireless communications systems. The Company has created the latest generation
of technology to monitor and control various remote devices through the
internet, known as X-traWeb(TM). The Company's primary efforts are on marketing
and further enhancing X-traWeb(TM). Through December 1999, the Company provided
contract manufacturing services to the electronics wireless communications
industry, as well as engineering and products related to supervisory control and
data acquisition (commonly known as SCADA) technologies. During the fourth
quarter of 1999 the Company executed a plan to exit activities related to
contract and in-house manufacturing.
During the year ended December 31, 2000, the Company used approximately $6.4
million of cash in operations, as it exited from in-house manufacturing
activities, relocated to the Denver, Colorado area, and redirected its efforts
to focus on the X-traWeb business opportunity and proprietary radio products.
The Company had its initial revenues from the X-traWeb product in 2000 and cash
will not be required for manufacturing exit costs in 2001. However, the Company
believes that additional capital will be required by May 2001 to finance
operating cash deficits until significant revenues generating adequate margins
are realized. The Company has obtained a financing commitment totaling $4
million, to be provided as private equity placements. If significant revenues
with adequate margins are not generated to supplement the additional financing,
the Company has a contingency plan to reduce overhead and other operating costs
so as to remain a going concern. These contingency plans, however, would require
reductions in the product development and marketing costs, which could impact
the timing and ultimate amount of future revenues.
The Company was formed on November 15, 1995 as a Nevada Corporation. Its
name was changed during January 1998, from Data Security Corporation, to World
Wireless Communications, Inc. During February 1997, the Company acquired Digital
Radio Communications Corp. ("Digital Radio"), and thereby gained wired and
wireless communication technology engineering, design, assembly and
manufacturing capabilities. The results of operations for Digital Radio have
been included in the consolidated operations since February 12, 1997. During
October and November 1997, the Company acquired the Delaware company, TWC Ltd.,
operating under the name Austin Antenna, and the Kansas company, XARC
Corporation. Effective January 1, 1998, all of the subsidiaries of the Company
at that date, except TWC Ltd., were merged into World Wireless Communications,
Inc. During 1998, the Company sold business assets and products relating to a
line of personal computer security products known as SecuriKey. Sales from the
security products were insignificant during 1998 and 1997.
During June, 2000 the Company formed a new operating subsidiary, X-traWeb
Europe S.p.A., based in Milan, Italy. This subsidiary is responsible for the
development and sale of X-traWeb(TM) products through European markets. In
addition, the Company formed two additional operating subsidiaries, X-traWeb
Services Corp. and X-traWeb Financial Corp. in June 2000, which are designed to
offer various services of X-traWeb products and to provide financing capability
of sales of X-traWeb products or services, respectively.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of World Wireless Communications, Inc. and its wholly owned
subsidiaries. Intercompany accounts and transactions have been eliminated in
consolidation.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts in these financial statements
and accompanying notes. Actual results could differ from those estimates.
CONCENTRATION OF RISK AND SEGMENT INFORMATION - The Company operates solely in
the electronics industry and has assets primarily within the United States. The
concentration of business in one industry subjects the Company to a
concentration of credit risk relating to trade accounts receivable. The Company
generally does not require collateral from its customers with respect to trade
receivables.
F-8
FINANCIAL INSTRUMENTS - The Company has a concentration of risk from cash in
banks in excess of insured limits. The amounts reported as cash, investments in
securities available-for-sale, other receivables, trade accounts payable,
accrued liabilities, accrued lease obligation on abandoned office and
manufacturing facility, notes payable and obligations under capital lease are
considered to be reasonable approximations of their fair values. The fair value
estimates presented herein were based on market information available to
management at the time of the preparation of the financial statements.
TRADE ACCOUNTS RECEIVABLE AND SIGNIFICANT CUSTOMERS - Sales to significant
customers are defined as sales to any one customer which exceeded 10% of total
sales in any of the three reporting years. Sales to significant customers
represented 56%, 52%, and 75% of total net revenue for the years ended December
31, 2000, 1999, and 1998, respectively. Sales to the five significant customers
during each of the years presented were as follows: Customer "A" - $724,083,
$463,041, and $322,387; Customer "B" - $0, $601,606, and $2,739,375; Customer
"C" - $0, $423,090, $148,765; Customer "D" - $0, $363,120,and $0; and Customer
"E" - $240,915, $0, and $0. Sales to significant customers subject the Company
to the risk that the Company may not be able to continue the current level of
sales if there were a loss of a significant customer.
At December 31, 2000 and 1999, an allowance for doubtful accounts of $47,179
and $190,328, respectively, was provided against trade and other receivables.
The Company recorded net charge offs of $267,546 for the year ended December 31,
2000. The charge offs were in settlement of outstanding issues that had been
evaluated in determining the allowance for doubtful accounts as of December 31,
1999. For the years ended December 31, 2000, 1999 and 1998 provisions for
doubtful accounts charged to expense totaled $124,397, $42,772 and $295,504,
respectively. Trade receivables and the allowance for doubtful accounts are
reviewed periodically and adjusted, accordingly.
INVENTORY - Inventory is stated at the lower of cost or market. Cost is
determined using the first-in, first-out method. In connection with the exit
from contract and in-house manufacturing, the Company recognized a write-down of
inventory of $405,466 to its estimated liquidation value. The write-down was
charged to operations during the year ended December 31, 1999 and is included in
cost of sales.
During 2000, the marked down inventory was sold or disposed of at prices
higher than originally estimated. As a result, $297,310 in gain was recorded as
other income.
RESEARCH AND DEVELOPMENT EXPENSE - Current operations are charged with all
research, engineering and product development expenses.
GOODWILL AND LONG-LIVED ASSETS - Goodwill and other long-lived assets are
evaluated periodically for impairment when indicators of impairment are present
and undiscounted cash flows estimated to be generated by those assets are less
than their carrying amounts. Goodwill is included along with other assets
acquired as a group when evaluating their recoverability. Impairment losses are
recognized to the extent estimated discounted net future cash flows expected to
be generated from those assets are less than their carrying amounts. Goodwill is
further evaluated separately and impairment losses are recognized for the excess
of the carrying amount of goodwill over management's estimation of the value and
future benefits expected to be realized from the goodwill. In both of these
analyses, significant management judgment is required to evaluate the capacity
of the assets or the acquired business to perform within projections.
The original amortization periods for goodwill and other intangible assets
are evaluated periodically to determine whether later events and circumstances
warrant revised estimates of their useful lives. If estimated useful lives are
changed, the unamortized cost is allocated to the remaining periods in the
revised useful lives. The Company determines the useful life of goodwill based
upon an analysis of all relevant factors.
The Company evaluated the recoverability of the long-lived assets and
goodwill recognized in connection with the Digital Radio acquisition during 1998
and with the TWC Ltd. acquisition during the fourth quarter of 1999, and
determined that circumstances indicate an inability to recover their carrying
amount. Accordingly, an impairment loss of $641,679 and $4,722,425 was
recognized during 1999 and 1998, respectively, to adjust the carrying amount of
the long-lived assets and goodwill to their estimated expected discounted net
future cash flows. Based on future expected discounted cash flows from the
technology acquired from Digital Radio, the value of the asset group, including
goodwill, was reduced at December 31, 1998 to approximately $900,000 with
goodwill comprising $600,000 of that amount. The TWC Ltd. goodwill was reduced
to zero at December 31, 1999.
F-9
The remaining balance of goodwill arose from the acquisitions of Digital
Radio, and is being amortized over a 5-year period from the original acquisition
dates, on a straight-line basis. Amortization expense was $171,432, $200,397,
and $1,254,583 during the years ended December 31, 2000, 1999 and 1998,
respectively.
EQUIPMENT - Equipment is stated at cost. Depreciation, including amortization of
leased assets, is computed using the straight-line method over the estimated
useful lives of the equipment, which are three to seven years. Leased equipment
is amortized over the shorter of the useful life of the equipment or the term of
the lease. Depreciation expense was $127,813, $573,285, and $613,240, for the
years ended December 31, 2000, 1999 and 1998, respectively. Maintenance and
repair of equipment are charged to operations and major improvements are
capitalized. Upon retirement, sale, or other disposition of equipment, the cost
of the equipment and accumulated depreciation are eliminated from the accounts
and gain or loss is included in operations. The cost of equipment was reduced,
as of December 31, 1999, by a $359,822 write-down reserve attributable to the
exit from manufacturing activities.
INVESTMENTS - At December 31, 2000, investment in securities consisted of common
stock of customers classified as available-for-sale and stated at quoted fair
value of $19,109, compared to $130,403 in 1999. The cost of the securities was
$65,938 and $75,000 for 2000 and 1999 respectively. The unrealized loss as of
December 31, 2000 was $46,833 which is shown as a separate component of
stockholders' equity. The change in net unrealized gains on securities during
2000 was a decrease in the holding gain of $102,236. The changes in net
unrealized gains on the securities during the years ended December 31, 1999 and
1998 was $(7,245) and $(50,706), respectively.
SALES RECOGNITION - Sales are recognized upon delivery of products or services
and acceptance by the customer. Because purchasers of the radio products
typically test the radios' application using a developer kit prior to placing an
order, sales returns are negligible. Sales of X-traWeb(TM) products are custom
applications, subject to the terms of individual contracts, and are not subject
to return.
As a result of design and technology contracts, the Company has a right to
receive royalties which will be recognized upon the related sales by customers.
STOCK-BASED COMPENSATION - Stock-based compensation to employees is measured by
the intrinsic value method. This method recognizes compensation expense related
to stock options granted to employees based on the difference between the fair
value of the underlying common stock and the exercise price of the stock option
on the date granted, and for options accounted for under variable plan
accounting, is subject to adjustment at each balance sheet date to reflect
changes in the price of the stock relative to the exercise price of the options.
Stock-based compensation to non-employees is measured by the fair value of the
stock options and warrants on the grant date as determined by the Black-Scholes
option pricing model.
INCOME TAXES - The Company provides for income taxes on an assets and
liabilities approach. Deferred tax assets and liabilities are recognized for the
future tax consequences of differences between the carrying amounts of assets
and liabilities in the financial statements and their respective tax bases, and
for net operating loss carryforwards. Valuation allowances are provided for
deferred tax assets if realization is not more likely than not.
LOSS PER SHARE - Basic loss per common share is computed by dividing net loss by
the weighted-average number of common shares outstanding during the period.
Diluted loss per share reflects potential dilution which could occur if all
potentially issuable common shares from stock purchase warrants and options or
convertible notes payable and preferred stock resulted in the issuance of common
stock. For all years presented, diluted loss per share is the same as basic loss
per share because the inclusion of 2,474,729, 7,415,260, and 641,922 potentially
issuable common shares at December 31, 2000, 1999 and 1998, respectively, would
have decreased the loss per share and have been excluded from the calculation.
COMPREHENSIVE INCOME/(LOSS) - Comprehensive income/(loss) provides a measure of
overall Company performance that includes all changes in equity resulting from
transactions and events other than capital transactions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - The Securities and Exchange
Commission issued Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements on December 3, 1999. This bulletin requires the application
of specific criteria in determination of the timing of revenue recognition in
financial statements and is effective for all fiscal years beginning after
December 16, 1999. The Company believes revenue
F-10
for the year ending December 31, 2000, 1999 and 1998 is recognized in a manner
consistent with the criteria specified in the bulletin.
The Financial Accounting Standards Board issued FASB No. 133-Accounting for
Derivative Instruments and Hedging Activities which, as amended, is effective
for all fiscal years beginning after June 15, 2000. The statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
The Company does not expect the adoption of FASB No. 133 to have a material
impact on the Company's financial condition or operations.
RECLASSIFICATIONS - Certain prior year amounts have been reclassified to conform
to the current year presentation.
NOTE 2--EXIT FROM MANUFACTURING ACTIVITIES
During the fourth quarter of 1999, the Company executed a plan to focus its
efforts primarily on enhancing and marketing its X-traWeb(TM) products whereby
production of the Company's continuing products would be outsourced, contract
manufacturing discontinued, and the Company would move its executive offices to
the Denver, Colorado area. The plan also involved liquidating the Company's raw
materials and work in process inventory and selling all equipment used in
production and contract manufacturing. The exit was not considered the disposal
of a segment because the change did not encompass a separate major line of
business or class of customer, and because the Company only had one segment
prior to 1999. The Company recognized as exit costs the related non-cancelable
obligation under a lease agreement for office and manufacturing facilities in
Salt Lake City, Utah through 2005. Future minimum lease payments of $1,756,924
under the lease were charged to operations during the year ended December 31,
1999.
The Company completed its relocation to the Denver, Colorado area in March,
2000. Pursuant to a Lease Termination Agreement, dated May 1, 2000, the Company
paid a $75,000 settlement payment and transferred its security deposit in the
amount of $27,742 to the benefit of a new tenant in the Salt Lake City, Utah
manufacturing and office facilities and the lease agreement was terminated as of
the May 1, 2000 date. Incident to the lease termination, the settlement funds
described above were charged to the outstanding lease liability on the Company's
balance sheet resulting in a remaining liability balance of $1,598,342. This
balance was reversed and credited to operations as manufacturing exit recoveries
income during the six months ended June 30, 2000.
NOTE 3--BUSINESS COMBINATION AND ACQUISITIONS
On November 11, 1997 the Company acquired all of the issued and outstanding
stock of XARC Corporation, a Kansas corporation primarily engaged in development
and sales of wireless technology, by issuing 10,000 shares of restricted common
stock valued at $103,000. XARC had no assets or liabilities prior to the
acquisition. The acquisition was accounted for under the purchase method of
accounting with the purchase price allocated to purchased research and
development and charged against operations at the acquisition date. Results of
operations for XARC are included in the consolidated financial statements from
the date of acquisition.
NOTE 4--INVENTORY
Inventory consisted of the following:
<Table>
<Caption>
DECEMBER 31,
--------------------
2000 1999
-------- --------
Materials $297,147 $ --
Finished goods 260,929 201,815
-------- --------
Total $558,076 $201,815
======== ========
</Table>
F-11
NOTE 5--EQUIPMENT
Equipment consisted of the following:
<Table>
<Caption>
DECEMBER 31,
--------------------------
2000 1999
----------- -----------
Computer equipment $ 1,098,980 $ 390,047
Manufacturing equipment 22,920 837,099
Office furniture 350,050 204,946
Software 171,119 151,403
Leasehold improvements 15,000 192,360
----------- -----------
Total 1,658,069 1,775,855
Accumulated depreciation (1,082,594) (1,583,603)
----------- -----------
Net Equipment $ 575,475 $ 192,252
=========== ===========
</Table>
NOTE 6--NOTES PAYABLE
<Table>
<Caption>
DECEMBER 31,
-------------------
2000 1999
------ ----------
16% senior secured notes
payable; interest payable quarterly;
due May 14, 2000; secured by all
assets -- 3,324,827
------ ----------
Total Notes Payable $ -- $3,324,827
====== ==========
</Table>
On May 14, 1999 the Company issued $2,600,000 of senior secured 16% notes
payable which were to mature in one year. The notes were issued for $2,600,000
consisting of $1,600,000 in cash and the deemed payment of $1,000,000 of
principal of the 1998 bridge loan notes. On August 27, 1999, the Company issued
an additional $480,000 of senior secured 16% notes payable for cash in the
amount of $480,000, and on October 11, 1999, the Company issued an additional
$400,000 of senior secured 16% notes payable for cash in the amount of $400,000
(collectively the "1999 Notes"). The Company paid $155,173 of the notes during
1999.
The 1999 Notes were secured by substantially all the Company's assets.
Interest on the notes was payable quarterly. A mandatory pre-payment of
principal equal to 25% of the gross proceeds from any issuance of the Company's
securities was due upon the closing of the issuance. The terms of the notes
stated that the notes would be in default if the reported loss before interest,
depreciation, amortization and taxes exceeded $1,000,000 for the quarter ended
June 30, 1999, or if income as computed above was less than $250,000 or
$1,000,000 for the quarters ended September 30, 1999 or December 31, 1999,
respectively. The notes also would have been in default if the Company failed to
make a mandatory pre-payment of principal from the issuance of the Company's
securities. If the notes were determined to be in default for a quarter the
Company could be required to issue five-year warrants to purchase 300,000 shares
of common stock at $0.25 per share as compensation for the default with respect
to such quarter. The Company was not in compliance with the terms of the notes,
accordingly, for the quarters ended June 30, and September 30, 1999, the Company
accrued $279,555 and $397,647 of interest expense respectively, for such
non-compliance. The interest accrual was valued based upon the value of the
warrants had they been issued on June 30, and September 30, 1999, respectively.
The Company also issued 200,000 shares of common stock as compensation to the
holders of the notes as consideration of extending the interest payment on the
notes to December 31, 1999. The Company recognized $512,000 of interest expense
for the issuance of the 200,000 shares.
In March, 2000 the Company paid off the 1999 Notes outstanding with cash in
the amount of $2,377,624 and with the deemed proceeds from the exercise of
warrants to purchase 3,788,813 common shares at $.25 per share. The portion of
the 1999 Notes paid by the exercise of warrants was $947,203. The warrants
exercised are included in the total warrants issued during the three months
ended March 31, 2000 as discussed in Note 11.
NOTE 7--INCOME TAXES
The net loss for 1999 resulted entirely from operations within the United
States. 2000 results include a net operating loss of $229,000 relating to
operations in Italy. There was no provision for or benefit from income tax for
any period, as it is considered to be more likely than not that any benefit
would not be realized during the next fiscal year. The components of the net
deferred tax asset are shown below:
F-12
<Table>
<Caption>
2000 1999
------------ ------------
Operating loss carry forwards $ 10,455,000 $ 8,383,000
Accrued liabilities and other 38,000 1,070,000
------------ ------------
Total Deferred Tax Assets 10,493,000 9,453,000
Valuation Allowance 10,493,000 9,453,000
------------ ------------
Net Deferred Tax Asset $ -- $ --
============ ============
</Table>
For tax reporting purposes, the Company has net operating loss carryforwards
of approximately $28,000,000 which will expire beginning in the year 2012. Of
this amount, $1,246,871 was from Digital Radio prior to its acquisition, and the
availability of this amount to offset future taxable income is limited.
The following is a reconciliation of the amount of tax (benefit) that would
result from applying the federal statutory rate to pretax loss with the
provision for income taxes.
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
2000 1999 1998
----------- ----------- -----------
Tax at statutory rate (34%) $(1,555,000) $(4,372,000) $(4,238,460)
Other differences, net 666,000 1,733,000 2,062,547
Change in valuation allowance 1,040,000 3,064,000 2,587,293
State tax benefit, net of
federal tax effect (151,000) (425,000) (411,380)
----------- ----------- -----------
Net Income Taxes $ -- $ -- $ --
=========== =========== ===========
</Table>
NOTE 8--SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH
INVESTING AND FINANCING ACTIVITIES
SUPPLEMENTAL CASH FLOW INFORMATION -
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2000 1999 1998
--------- --------- ---------
Interest Paid 209,186 $ 424,620 $ 531,247
</Table>
NONCASH INVESTING AND FINANCING ACTIVITIES -
In March, 2000 the Company recorded $947,203 related to the cashless
exercise of warrants as a deemed payment of the principal of the 1999 Notes, as
defined in Note 6 - Notes Payable.
The Company acquired equipment and incurred obligations under capital lease
agreements during 1999 for equipment acquired valued at $18,000. Two notes
payable totaling $800,000 along with $93,698 of accrued interest were converted
into 893,698 shares of common stock during 1999.
The Company converted $1,000,000 of its 1998 bridge loan notes into the 16%
senior secured notes payable. In addition, $250,000 of the 1998 bridge loan
notes were converted into mandatorily redeemable preferred stock. During 1999,
the Company also canceled $8,449 of the remaining balance of a note issued to an
employee, and returned to the employee the equipment previously purchased from
the employee.
During 1998, the Company issued stock for notes payable to three
individuals. The total of the notes was $72,852. Interest expense in the amount
of $10,567 was charged on one of these notes. The Company acquired equipment and
incurred obligations under capital lease agreements during 1998 for equipment
valued at $900,993. The Company also purchased equipment for a note in the
amount of $4,278.
The Company sold business assets relating to its SecuriKey products during
1998. The Company realized proceeds on the sale of $372,499 and recognized a
gain of $319,528. The Company also sold other assets to various parties during
the year. The book value of the assets sold was $16,940. The Company realized
proceeds on the sale of $8,636 resulting in a loss upon disposal of $13,223.
F-13
NOTE 9--MANDATORILY REDEEMABLE PREFERRED STOCK AND WARRANTS
On May 14, 1999 the Company authorized 950 shares of senior liquidating
mandatorily redeemable 10% preferred stock with a liquidation preference of
$1,000 per share and detachable five-year warrants to purchase 4,750,000 common
shares at $0.25 per share, and issued such 950 shares of preferred stock and the
related warrants between May 15, 1999 and October 5, 1999. By their terms, the
preferred shares had to be redeemed within one year at their par value plus
accrued dividends. The preferred stock cash dividend requirement was $95,000
annually. The preferred stock was issued for proceeds of $950,000 consisting of
$700,000 cash and the deemed payment of $250,000 principal amount of 1998 bridge
loan notes.
On February 25, 2000, the Company redeemed the mandatorily redeemable
preferred stock for cash of $950,000 for the principal balance and $57,378 for
the preferred dividends accrued to date.
NOTE 10--STOCK WARRANTS
During 1998, the Company issued warrants to purchase 250,000 common shares
of stock at $3.00 per share to holders of the 1998 bridge loan notes. The
warrants were subsequently repriced to $0.25 per share. An additional 83,333
warrants were issued to the note holders during 1998. The value of the warrants
was estimated on the dates issued and on the dates the warrants were modified
using the Black-Scholes option-pricing model. The Company recognized $1,199,683
of interest expense on the issuance and repricing of the warrants. In addition,
the Company issued 398,000 warrants to purchase common shares at $1.75 to $5.00
per share as financing fees in connection with the issuance of the 1998 bridge
loan notes. Interest expense of $425,155 was recognized on the issuance of the
warrants. During 1999, the Company issued warrants to purchase 4,750,000 shares
of common stock to the purchasers of the Company's preferred stock. The warrants
were valued at $950,000 and recognized as a preferred dividend.
The Company issued warrants to purchase 1,050,000 common shares to the
holders of the 1998 bridge loan notes and the 16% senior secured notes as
satisfaction for the potential defaults on the notes throughout 1999. The
Company recognized $1,313,195 of interest for the warrants issued.
During the year ended December 31, 1999, 253,077 warrants were exercised for
services rendered to the Company valued at $63,269 or $0.25 per share.
At December 31, 2000, following the exercise of warrants as described in
Note 11 - Stockholder's Equity, warrants to purchase 1,284,570 shares of common
stock were outstanding.
NOTE 11--STOCKHOLDERS' EQUITY
During 1998, the Company issued 502,000 restricted common shares in a
private placement to the major shareholders of the Company for cash in the
amount of $907,767, net of $96,233 in accumulated offering costs, or $2.00 per
share before offering costs. There were no unstated rights or privileges
received with respect to this issuance. The Company issued 2,219,258 shares of
common stock from October 1998 through December 1998 in private placement
offerings for $1,436,047.
The Company issued 10,000 common shares in conjunction with the execution of
a manufacturing contract during February 1998. The shares were valued at $75,000
or $7.50 per share, which was the quoted market trading price on the date of
issuance and was considered a preliminary cost of obtaining the contract. The
cost was amortized over the fulfillment of the contract. The Company also issued
234,283 shares of common stock for legal and consulting services. An additional
199,546 shares were issued as finders fees and commissions.
In May 1998, the Company acquired proprietary intellectual property rights
in and to spread spectrum radio technology which has been accounted for as
purchased research and development. The acquisition of this technology provided
the Company with the ability to modify and update the technology for use in its
radio products and engineering contracts. The purchase price was $305,651, of
which $300,000 was paid by the issuance of 60,000 common shares valued at $5.00
per share, with the balance being paid in cash for closing and related costs.
Additionally, the Company loaned $66,975 to the seller, of which $41,975 was
paid in cash and carries interest at
F-14
10%. The balance of $25,000 was advanced through the issuance of 5,000 common
shares, valued at $5.00 per share, to two creditors of the seller. The seller
executed an unsecured promissory note which was subsequently written off in
June, 2000.
During 1998, the Company issued 435,051 shares of common stock upon the
exercise of stock options. Proceeds from the issuance were $143,323 and a
promissory note from a shareholder of $48,419. $10,000 of the note has been
received and the Company has charged the shareholder interest of $10,567 on the
note.
In November 1998, the Company converted $15,123 of accrued interest to
30,000 shares of common stock. This interest was converted to shares at a rate
that was below the market value for the stock. An additional $24,267 of interest
expense was recognized on the conversion of the interest. In association with
the bridge loans discussed in Note 6, $867,856 of interest expense was
recognized and recorded as additional paid-in capital. As a result of obtaining
waivers of default on the bridge loans, additional warrants were issued and the
existing warrants were repriced. This resulted in an additional $184,720 of
interest that was recognized as additional paid-in capital. The total amount of
interest expense that was recorded as additional paid-in capital is $1,091,966.
During February 1999, the Company issued 2,040,000 common shares for cash in
the amount of $2,040,000 received in a private placement offering. In connection
with the offering, the Company granted options to purchase 200,000 common shares
at $1.75 per share within 5 years and issued 8,000 shares of common stock as a
finder's fee. The Company paid $163,200 as a finder's fee in connection with the
private placement. The Company issued 3,538,000 common shares for cash in the
amount of $3,538,000 received in other various private placement offerings
throughout the year. In connection with the offerings, the Company paid $390,527
and issued 26,000 shares of common stock as finders' fees.
During March 1999, note holders converted two unsecured promissory notes
totaling $800,000, together with accrued interest, into 893,698 common shares at
$1.00 per share under the terms of a conversion privilege granted to the note
holders in December 1998. At the date of the conversion, the Company recognized
a beneficial conversion feature of $81,517 relating to the conversion of accrued
interest into common stock at a favorable conversion rate
During 1999, the Company issued 120,841 restricted common shares for
services valued at $231,386, or $1.91 per share.
During 1999, the Company issued 253,077 common shares upon exercise of
warrants for cash in the amount of $63,269 or $0.25 per share and, during August
1999, the Company issued 250,000 common shares to holders of bridge loan notes
in satisfaction of the waivers of default on the notes. The value of the shares
issued on the waiver of default of the bridge loan was $250,000, or $1.00 per
share. During November 1999, the Company issued 200,000 shares of common stock
in satisfaction of the waiver of default and the interest payment. The stock was
valued at $512,000 or $2.56 per share.
During 1999, Company issued warrants to the holders of the 16% senior
secured loan notes as satisfaction of a waiver of default on the notes. The
Company issued 300,000 warrants on June 30 and again on September 30, 1999, and
recognized $279,555, and $397,647 of interest expense, respectively, from the
issuance of the warrants.
During April 1999, the Company granted warrants to purchase 100,000 shares
of common stock to the holders of the 1998 bridge loan notes. The Company
recognized $170,774 of interest expense from the issuance of the warrants. Also,
on October 1, 1999, the Company granted warrants to purchase 398,000 shares of
common stock to two shareholders for services to the Company. The Company
recognized an expense relating to these services of $425,155 at the date of the
grant.
During the first quarter of 2000, the Company issued 4,548,667 common shares
for gross cash proceeds of $13,646,000 received from 45 accredited investors in
a private placement offering, at $3.00 per share. These securities are exempt
from registration under the Act. In connection with the offering, a total of
$1,512,782 was incurred as placement costs.
During March, 2000, the Company issued a total 5,393,690 common shares
related to the exercise of warrants to purchase common stock at $.25 per share.
The Company received $401,220 in cash and recorded $947,203 related to the
cashless exercise of warrants as a deemed payment of the principal of the 1999
Notes, as defined in Note 6 - Notes Payable. The warrants exercised totaled
$1,348,423.
F-15
In March, 2000, the Company issued 16,474 shares of common stock upon the
cashless exercise of 18,333 stock options.
NOTE 12--STOCK OPTIONS
The Company has granted stock options under stock option plans and has
granted other individual options to employees, directors and consultants.
Under the 1997 Stock Option Plan (the 1997 Plan), options to purchase a
maximum of 1,500,000 common shares were authorized for issuance to officers and
employees. Options to purchase 937,044 common shares were granted under the 1997
Plan on November 10, 1997 with a weighted-average exercise price of $6.50 per
share. The options were exercisable from the date granted through November 10,
1999. The options were exercisable by payment of cash or by shares of common
stock of the Company. Accordingly, the options granted under the plan have been
accounted for as variable options. Compensation relating to the options was
recognized over the period the options vest, and $1,940,225 was recognized
during 1997 based on the difference between the market value of the Company's
common stock on December 31, 1997 and the exercise price. On April 28, 1998, the
Board of Directors approved the repurchase of 638,236 unvested options under the
1997 Plan for $6,382, or $0.01 per share. The Company recognized a decrease in
compensation expense relating to these options of $1,940,225 during 1998 due to
the market value of the Company's common stock decreasing to below the exercise
price of the options.
The Company adopted the 1998 Employee Incentive Stock Option Plan and the
1998 Non-Qualified Stock Option Plan during December 1998. The plans were
ratified by the shareholders in April 1999. Options to purchase up to 2,200,000
and 1,000,000 shares of the Company's common shares are authorized under the
1998 Employee Incentive Stock Option Plan and 1998 Non-Qualified Stock Option
Plan respectively. Options granted under the 1998 Employee Incentive Stock
Option Plan are exercisable at the fair value of the common stock on the date
granted (110% of fair value if granted to a shareholder who owns 10% or more of
the total combined voting power of all classes of stock of the Company). Options
may be exercised by payment of cash or by shares of common stock of the Company.
Accordingly, the options granted under the plans have been accounted for as
variable options. Options granted under the plans are generally exercisable over
three to five years and expire five years from the date of grant.
During 1999, the Company granted 30,000 5-year and 30,000 4-year options to
purchase 60,000 shares of common stock at $1.94 and $2.04 per share,
respectively to Directors. The Company also issued 150,000 warrants to purchase
common stock to holders of the bridge loan notes for services rendered. Interest
expense of $130,385 was recognized on the issuance of the warrants.
A summary of the status of the Company's stock options as of December 31,
2000, 1999 and 1998, and changes during the years then ended are presented
below:
<Table>
<Caption>
2000 1999 1998
-------------------- --------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- -------- ----------- -------- --------- ---------
Outstanding at beginning of year 1,020,650 $ 2.89 641,922 $ 4.22 1,521,846 $ 4.33
Granted 279,659 3.20 837,000 1.98 595,678 5.03
Exercised (20,833) 1.41 -- -- (435,051) 0.44
Forfeited or canceled (89,317) 2.67 (458,272) 3.08 (1,040,551) 6.32
----------- ----------- -----------
Outstanding at end of year 1,190,159 2.92 1,020,650 2.89 641,922 4.22
=========== =========== ===========
Options exercisable at
year-end 555,471 3.73 352,649 4.52 417,900 4.60
=========== =========== ===========
Weighted-average fair value
of options granted during
the year $ 2.71 $ 1.55 $ 3.86
=========== =========== ============
</Table>
F-16
The following table summarizes information about stock options outstanding
at December 31, 2000:
<Table>
<Caption>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------- --------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
RANGE OF CONTRACTUAL EXERCISE EXERCISE
PRICES SHARES LIFE PRICE SHARES PRICE
- ---------------------- ---------- ----------- ---------- ---------- --------
$ 1.31 - $ 1.75 160,000 3.21 years $ 1.70 106,656 $ 1.70
$ 2.09 - $ 2.81 642,184 4.51 years 2.20 183,315 2.09
$ 3.00 - $ 3.40 182,475 4.16 years 3.21 60,000 3.40
$ 4.00 - $ 4.00 57,500 3.27 years 4.00 57,500 4.00
$ 6.50 - $ 6.50 128,000 1.15 years 6.50 128,000 6.50
$12.00 - $12.00 20,000 2.03 years 12.00 20,000 12.00
-------- -------
$ 1.31 - $12.00 1,190,159 3.78 years 2.92 555,471 3.73
========= =======
</Table>
The Company measures compensation under stock-based options and plans using
the intrinsic value method prescribed in Accounting Principles Board Opinion 25,
Accounting for Stock Issued to Employees, and related interpretations, for stock
options granted to employees, and determines compensation cost granted to
non-employees based on the fair value at the grant dates consistent with the
alternative method set forth under Statement of Financial Accounting Standards
No. 123, (SFAS 123) Accounting for Stock-Based Compensation. Stock-based
compensation charged to operations was $(359,331), $643,833, and $(1,677,759),
for the years ended December 31, 2000, 1999 and 1998, respectively. Had
compensation cost for all of the Company's options been determined based upon
SFAS 123, net loss and loss per share would have increased to the pro forma
amounts indicated below:
<Table>
<Caption>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------
2000 1999 1998
------------- -------------- --------------
Net loss:
As reported $ (4,580,904) $ (13,859,674) $ (12,466,059)
Pro forma (5,611,499) (12,766,433) (17,506,009)
Basic and diluted loss
per common share:
As reported $ (0.16) $ (0.80) $ (1.11)
Pro forma (0.19) (0.80) (1.56)
</Table>
The fair value of each option granted was estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2000, 1999, and 1998, respectively: dividend
yield of 0.0% for all years; expected volatility of 143%, 166%, and 105%;
risk-free interest rate of 6.0%, 5.6%, and 5.2%; and expected lives of the
options of 4.8 years, 2.0 years, and 4.1 years.
NOTE 13--BUSINESS SEGMENT INFORMATION
As of December 31, 2000, the Company's operations are classified into two
reportable business segments: X-traWeb products and radio products. Corporate in
1999 and 1998 represents primarily contract manufacturing.
The Company's business was conducted primarily in the United States during
2000, 1999 and 1998. In 2000 the Company established a European subsidiary to
facilitate international expansion. Less than $10,000 of revenue was realized
from European operations in 2000.
Segment operating income is total segment revenue reduced by operating
expenses identifiable with or allocable to that business segment. Corporate
includes general corporate assets and assets of business activities no longer
being pursued.
F-17
The Company evaluates performance of its segments based on revenues and
operating income. The accounting policies of the reportable segment are the same
as those described in the summary of significant accounting policies. There are
no inter-segment sales.
<Table>
<Caption>
2000 1999 1998
------------ ------------ ------------
Revenues:
X-traWeb $ 450,604 $ -- $ --
Radio products 690,377 789,167 586,000
Corporate 573,852 2,777,140 3,723,691
Total sales $ 1,714,833 $ 3,566,307 $ 4,309,691
Operating income (loss):
X-traWeb $ (3,593,924) $ (387,464) $ --
Radio products (1,441,430) (1,358,626) (1,845,664)
Corporate (55,101) (7,583,491) (9,150,812)
Total operating loss $ (5,090,455) $ (9,329,581) $(10,996,476)
Assets:
X-traWeb $ 1,324,821 $ --
Radio products 642,595 631,627
Corporate 3,002,471 1,946,587
Total assets $ 4,969,887 $ 2,578,214
</Table>
NOTE 14--RELATED PARTY TRANSACTIONS
In 2000, the Company deemed a $66,829 receivable from a shareholder to be
uncollectible, and the balance was written off.
During 1998, the Company paid outstanding loans to shareholders. The amount
paid on these loans totaled $369,807. In addition, a shareholder and an employee
of the Company made a short-term loan to the Company for $40,000. This loan was
also repaid in 1998.
NOTE 15--COMMITMENTS AND CONTINGENCIES
LEASE COMMITMENTS - The Company leases office facilities and equipment under
agreements accounted for as operating leases. Lease expense attributable to the
years ended December 31, 2000, 1999, and 1998 was $310,338, $342,051, and
$483,456 respectively. Lease expense recognized during 1999 for abandonment of
property with a non-cancelable lease with a lease term ending in August 2005,
was $1,756,924. During 1999 the Company entered into an agreement to lease new
facilities in connection with its new location in the Denver area with the lease
term ending December 2005. The Company also leases engineering and office
equipment under capital leases with interest rates from 8 to 24 percent, with a
weighted average interest rate of 10.16%. The following is a schedule by years
of the future minimum lease payments required under operating and capital leases
together with the present value of net minimum lease payments as of December 31,
2000:
<Table>
<Caption>
CAPITAL OPERATING
YEARS ENDING DECEMBER 31,: LEASES LEASES
- ---------------------------------------- -------- ----------
2001 $21,134 $ 282,732
2002 5,076 242,117
2003 5,076 238,637
2004 423 242,786
2005 -- 251,002
------- ----------
Total Minimum Lease Payments 31,709 $1,257,274
==========
Less amount representing interest 2,702
-------
Present Value of Net Minimum
Lease Payments 29,007
Less Current Portion 19,374
-------
Long-Term Obligations Under
Capital Lease $ 9,633
=======
</Table>
LEGAL MATTERS - During 1999 the Company settled a claim from a software vendor
for a $100,000 cash payment. The claim arose when the Company returned leased
software and requested cancellation of the lease and related technical support
agreement. During 1999, the Company also settled a lawsuit brought by an
investment banker and paid $145,000 as settlement expense.
Williams Wireless, Inc. raised a claim that the Company violated the
non-competition provisions of their agreements by allegedly marketing
X-traWeb(TM) products in the telemetry meter reading applications. The
Company, in turn, claimed that Williams Wireless, Inc. failed to satisfy all
of its duties under its various agreements with the Company. While the
Company believed that Williams' claim was properly disputable, the parties
orally agreed to enter into a settlement agreement and mutual release. On
March 8, 2000, before such settlement agreement was concluded, Williams sold
substantially all of its assets and business, including its agreements with
the Company, to an unrelated party, Internet telemetry Corp., and thereafter
the claims were amicably resolved.
The Company and Internet entered into a settlement agreement and mutual
release dated as of August 7, 2000, which contained the following key
elements:
(a) each party released the other of any claims under the Williams'
agreements, and the parties terminated such agreements in all respects;
F-18
(b) the Company agreed to grant Internet a perpetual, non-exclusive
irrevocable royalty-free worldwide license to manufacture, use and sell the
Company's MicroHopper radio, as configured on the date of the settlement
agreement, as a component of Internet's telemetry systems or products, and
to manufacture, use and sell such radio only when incorporated into
Internet's telemetry systems or products;
(c) each party agreed to allow the other party to resell the other's
products pursuant to a standard resellers agreement adopted by such party;
and
(d) each party agreed to indemnify the other from any claims arising under
such agreement. The Company believes that this agreement will have no
material adverse effect on our business.
On February 20, 2001 certain parties filed a lawsuit against the Company
with respect to the purchase of a total of 230,000 shares of common stock of the
Company at $3.00 per share in a private placement transaction in February 2000.
The plaintiffs seek rescission of the transaction and/or damages, including
treble damages, which they allege arise out of the Company's failure to file a
registration statement on or before December 31, 2000. The Company believes that
it has meritorious defenses to such action and intends to prosecute its defense
of the action vigorously, but there can be no assurance as to the outcome
thereof.
401K PROFIT SHARING PLAN - The Company sponsors a 401K profit sharing plan
but has no commitment to match employees' contributions to the plan, nor has the
Company made any contributions to the plan to date.
NOTE 16--RESTATEMENT OF FINANCIAL STATEMENTS
Subsequent to the issuance of the Company's financial statements for the
year ended December 31, 2000, the Company concluded that certain stock options
granted under the Company's 1997 and 1998 Employee Incentive Stock Option Plans
(the "Plans") should have been accounted for as variable plan options and
determined that the consolidated financial statements for the years ended
December 31, 2000, 1999 and 1998 should be restated. In addition, the Company
has made certain reclassifications to the statements of operations for 2000,
1999 and 1998. These reclassifications did not effect net loss per share for any
of the years presented. A summary of the significant effects of the restatement
is as follows:
Balance Sheet Data:
<Table>
<Caption>
December 31, 2000 December 31, 1999
---------------- -------------- ----------------- --------------
As Previously As Previously
Reported As Restated Reported As Restated
------------- ----------- ------------- -----------
Additional Paid-in Capital $ 48,901,546 $ 46,500,157 $ 35,242,864 $ 33,394,207
Accumulated Deficit (44,844,164) (42,458,847) (39,684,707) (37,884,343)
</Table>
Statement of Operations Data:
<Table>
<Caption>
Year Ended Year Ended Year Ended
December 31, 2000 December 31, 1999 December 31, 1998
---------------------------- --------------------------- ---------------------------
As Previously As Previously As Previously
Reported As Restated Reported As Restated Reported As Restated
------------- ----------- -------------- ------------ ------------- ------------
Selling, General & Administrative
Expenses $ 5,895,975 $ 5,614,732 $ 4,657,680 $ 5,192,901 $ 4,975,307 $ 2,397,995
Net Loss Applicable to Common
Shareholders (5,159,457) (4,580,904) (13,324,453) (13,859,674) (15,043,371) (12,466,059)
Loss Per Share (0.18) (0.16) (0.77) (0.80) (1.34) (1.11)
</Table>
F-19
NOTE 17--SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The Company's interim financial information for the quarterly periods ended
March 31, June 30, and September 30, 2000 and 1999 has been restated to give
effect to the restatement discussed in Note 16.
<Table>
<Caption>
2000 FISCAL QUARTER YEAR
------------------------------------------------------- ----
1 2 3 4
- - - -
Net sales
As previously reported $ 510,815 $455,425 $ 376,885 $ 371,708 $ 1,714,833
As restated 510,815 455,425 376,885 371,708 1,714,833
Gross profit
As previously reported 82,709 185,454 117,775 115,468 501,406
As restated 82,709 185,454 117,775 115,468 501,406
Net income (loss)
applicable to common
shares
As previously reported (1,297,585) 92,503 (1,578,807) (2,375,568) (5,159,457)
As restated (2,380,967) 961,648 (1,655,899) (1,505,686) (4,580,904)
Basic and diluted income
(loss) applicable to
common shares
As previously reported (0.05) 0.00 (0.05) (0.07) (0.18)
As restated (0.10) 0.03 (0.05) (0.05) (0.16)
</Table>
<Table>
<Caption>
1999 FISCAL QUARTER YEAR
--------------------------------------------------------- ----
1 2 3 4
- - - -
Fiscal 1999
Net sales
As previously reported $ 1,033,375 $ 639,624 $ 1,044,511 $ 848,797 $ 3,566,307
As restated 1,033,375 639,624 1,044,511 848,797 3,566,307
Gross profit
As previously reported 211,690 80,038 153,078 195,042 639,848
As restated 211,690 80,038 153,078 (210,424) 234,382
Net loss applicable to
common shares
As previously reported (1,682,544) (2,857,212) (2,280,065) (6,504,632) (13,324,453)
As restated (1,668,299) (2,807,197) (2,267,830) (7,116,348) (13,859,674)
Basic and diluted loss per
share
As previously reported (0.10) (0.17) (0.13) (0.37) (0.77)
As restated (0.10) (0.16) (0.13) (0.36) (0.80)
</Table>
F-20
EXHIBIT INDEX
<Table>
<Caption>
NO. DESCRIPTION
---- --------------------------------------------------------
3.1 Articles of Incorporation of the Company and all
amendments thereto*
3.2 Bylaws of the Company*
4.1 Form of Common Stock Certificate*
4.2 Form of Subscription Agreement used in private financing
providing for registration rights*
5. Opinion of Connolly Epstein Chicco Foxman Engelmyer &
Ewing regarding the legality of securities being
registered*
10.1 1997 Stock Option Plan*
10.2 DRCC Omnibus Stock Option Plan*
10.3 Development and License Agreement dated April 4, 1997,
between DRCC and Kyushu Matsushita Electric Co., Ltd.*
10.4 Amended and restated Technical Development and Marketing
Alliance Agreement dated September 15, 1997, between the
Company and Williams Telemetry Services, Inc.*
10.5 Lease Agreement dated May 17, 1995, between DRCC and
Pracvest Partnership relating to the Company's American
Fork City offices and facility*
10.6 Lease Agreement dated February 12, 1996, between the
Company the Green/Praver, et al., relating to the
Company's Salt Lake City offices*
10.7 Shareholders Agreement dated May 21, 1997 between the
Company, DRCC, Philip A. Bunker and William E. Chipman,
Sr.*
10.8 Asset Purchase Agreement dated October 31, 1997, between
the Company and Austin Antenna, Ltd.*
10.9 Stock Exchange Agreement dated October 31, 1997, between
the Company, TWC, Ltd. and the shareholders of TWC,
Ltd.*
10.10 Settlement Agreement, Mutual Waiver and Release of All
Claims dated November 11, 1997 between Digital Radio
Communications Corp. and Digital Scientific, Inc.*
10.11 Agreement (undated) between the Company, Xarc
Corporation and Donald J. Wallace relating to the
Company's acquisition of Xarc Corporation*
10.12 Promissory Note dated December 4, 1997, by the Company,
payable to William E. Chipman, Sr. in the principal
amount of $125,000*
10.13 Promissory Note dated November 13, 1997, by the Company,
payable to T. Kent Rainey in the principal amount of
$200,000*
10.14 Investment Banking Services Agreement dated November 19,
1997, between the Company and PaineWebber Incorporated*
10.15 $400,000 Promissory Note dated December 24, 1997,
payable to Electronic Assembly Corporation*
10.16 $400,000 Promissory Note dated January 8, 1998, payable
to Tiverton Holdings Ltd.*
10.17 Loan Agreement by and among the Registrant and the
Bridge Noteholders dated as of May 15, 1998*
10.18 Amendment and Waiver Agreement by and among the
Registrant and the Bridge Noteholders dated August 7,
1998*
10.19 Amendment and Waiver Agreement by and among the
Registrant and the Bridge Noteholders dated September
11, 1998*
</Table>
<Table>
<Caption>
NO. DESCRIPTION
---- --------------------------------------------------------
10.20 Loan Agreement by and among the Registrant and the
Bridge Noteholders dated as of May 15, 1998 (Previously
filed), together with the Notes, Pledge/Security
Agreement, Pledgee/Representative Agreement,
Subordination, and Registration Rights Agreement*
10.21 Separation and Mutual Release Agreement between the
Registrant and William E. Chipman, Sr. dated as of May
26, 1998*
10.22 Registration Rights Agreement by and among the
Registrant and the purchasers of common stock issued
pursuant to the Registrants Confidential Private
Placement Memorandum dated September 9, 1998, as
amended*
10.23 Employment Agreement between the Registrant and James
O'Callaghan dated May 20, 1998*
10.24 Lease agreement between the Registrant and NP#2 dated as
of July 29, 1998 relating to the premises at 2441 South
3850 West, West Valley City, Utah 84120*
10.25 Agreement between KME and the Registrant dated October
19, 1998 relating to the Registrant's providing of
technical assistance and development relating to the
Gigarange telephone*
10.26 Agreement between KME and the Registrant dated as of
March 1, 1998 relating to the Panasonic MicroCast
System*
10.27 General and Mutual Release Agreement between the
Registrant and Phil Acton dated November 2, 1998*
10.28 Agreement and Waiver Agreement by and among the
Registrant and the Bridge Noteholders dated November 25,
1998*
10.29 1998 Employee Incentive Stock Option Plan*
10.30 1998 Non-qualified Stock Option Plan*
10.31 Amendment of Agreement by and among the Registrant and
the Bridge Noteholders dated as of March 26, 1999*
10.32 Loan Agreement by and among the Registrant and the
Senior Secured Noteholders dated as of May 14, 1999,
together with the Notes, Pledge/Security Agreement,
Pledgee Representative Agreement, Subordination and
Registration Rights Agreement*
10.33 Two separate Agreements by and among the Registrant and
the 1999 Bridge Noteholders dated August 19, 1999*
10.34 Waiver Agreement by and among the Registrant and the
Bridge Noteholders dated as of December 7, 1999*
10.35 Registration Rights Agreement by and among the
Registrant and the purchasers of common stock issued
pursuant to the Registrant's Confidential Private
Placement Memorandum dated January 12, 2000 as amended*
10.36 Settlement Agreement and Mutual Release between Internet
Telemetry Corp. and the Registrant, dated as of August
7, 2000.*
10.37 Financing Commitment Letter between the Registrant and
Insight Capital LLC dated April 2, 2001.*
16.1 Letter from Hansen, Barnett & Maxwell regarding change
in Certifying Accountant.*
</Table>
- ----------
* Filed previously
+ Management contract or compensatory plan or arrangement filed previously.