UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission file number: 0-30907
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MOBILITY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0843914
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7955 EAST REDFIELD ROAD
SCOTTSDALE, ARIZONA 85260
(480) 596-0061
(Address and telephone number of principal executive offices)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
At May 7 , 2002, there were 15,705,346 shares of the Registrant's
Common Stock outstanding.
MOBILITY ELECTRONICS, INC.
FORM 10-Q
TABLE OF CONTENTS
<Table>
<Caption>
PAGE NO.
--------
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of March 31, 2002 and December 31, 2001 3
Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2002
and 2001 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2002 and 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 19
INDEX TO EXHIBITS 20
</Table>
-2-
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<Table>
<Caption>
March 31, December 31,
2002 2001
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 14,744 $ 14,753
Accounts receivable, net 4,784 6,035
Inventories 3,610 3,385
Prepaid expenses and other current assets 168 108
--------- ---------
Total current assets 23,306 24,281
--------- ---------
Property and equipment, net 1,758 1,869
Goodwill, less accumulated amortization of $776
at March 31, 2002 and December 31, 2001,
respectively 5,935 5,627
Other assets, net 3,500 3,260
--------- ---------
Total assets $ 34,499 $ 35,037
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,069 $ 3,540
Accrued expenses and other current liabilities 1,898 1,349
--------- ---------
Total current liabilities 5,967 4,889
--------- ---------
Total liabilities 5,967 4,889
--------- ---------
Stockholders' equity:
Convertible preferred stock - Series C, $.01 par value;
authorized 15,000,000 shares; 623,954 (unaudited)
and 682,659 shares issued and outstanding at
March 31, 2002 and December 31, 2001,
respectively 6 7
Common stock, $.01 par value; authorized 90,000,000
shares; 15,683,166 (unaudited) and 15,128,641
shares issued and outstanding at March 31, 2002
and December 31, 2001, respectively 157 151
Additional paid-in capital 113,732 113,127
Accumulated deficit (83,971) (81,630)
Stock subscription and deferred compensation (1,378) (1,484)
Accumulated other comprehensive loss - foreign
currency translation adjustment (14) (23)
--------- ---------
Total stockholders' equity 28,532 30,148
--------- ---------
Total liabilities and stockholders' equity $ 34,499 $ 35,037
========= =========
</Table>
See accompanying notes to condensed consolidated financial statements.
-3-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<Table>
<Caption>
Three Months Ended
March 31,
------------------------
2002 2001
-------- --------
Revenue:
Net product sales $ 6,603 $ 7,076
Technology transfer fees 316 100
-------- --------
Total revenue 6,919 7,176
Cost of revenue:
Product sales 5,074 5,579
Technology transfer -- --
-------- --------
Total cost of revenue 5,074 5,579
-------- --------
Gross profit 1,845 1,597
-------- --------
Operating expenses:
Sales and marketing 1,460 2,231
Research and development 1,293 1,506
General and administrative 1,649 2,010
-------- --------
Total operating expenses 4,402 5,747
-------- --------
Loss from operations (2,557) (4,150)
Other income (expense):
Interest income, net 254 471
Other income (expense), net (38) 17
-------- --------
Loss before provision for income taxes (2,341) (3,662)
Provision for income taxes -- --
-------- --------
Net loss $ (2,341) $ (3,662)
======== ========
Net loss per share:
Basic and diluted $ (0.15) $ (0.25)
======== ========
Weighted average common shares outstanding:
Basic and diluted 15,371 14,480
======== ========
</Table>
See accompanying notes to condensed consolidated financial statements.
-4-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<Table>
<Caption>
Three months ended
March 31,
------------------------
2002 2001
-------- --------
Cash flows from operating activities:
Net loss $ (2,341) $ (3,662)
Adjustments to reconcile net loss to net cash used
in operating activities:
Provision for accounts receivable 30 164
Provision for obsolete inventory 215 --
Depreciation and amortization 319 392
Amortization of deferred loan costs -- 9
Amortization of deferred compensation 106 241
Non-cash compensation 51 --
Loss on disposal of fixed assets 42 --
Changes in operating assets and liabilities, net of
acquisition activities:
Accounts receivable 1,984 99
Inventories 236 (511)
Prepaid expenses and other assets (431) (201)
Accounts payable (494) 146
Accrued expenses and other current liabilities 107 (299)
-------- --------
Net cash used in operating activities (176) (3,622)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (91) (358)
Proceeds from sale of fixed assets 20 --
Cash received in connection with acquisition 251 --
Cash paid for acquisition costs (41) --
-------- --------
Net cash provided by (used in) investing activities 139 (358)
-------- --------
Cash flows from financing activities:
Repayment of long-term debt and capital lease obligations -- (13)
Net proceeds from issuance of common stock 19 2
-------- --------
Net cash provided by (used in) financing activities 19 (11)
-------- --------
Effects of exchange rate changes on cash and cash equivalents 9 12
-------- --------
Net increase (decrease) in cash and cash equivalents (9) (3,979)
Cash and cash equivalents, beginning of period 14,753 30,369
-------- --------
Cash and cash equivalents, end of period $ 14,744 $ 26,390
======== ========
</Table>
See accompanying notes to condensed consolidated financial statements.
-5-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Mobility Electronics, Inc. ("Mobility" or the "Company") which was
formerly known as Electronics Accessory Specialists International, Inc., and its
wholly-owned subsidiaries, Magma, Inc. and Mobility Europe Holdings, Inc., which
includes Portsmith, Inc. from February 1, 2002 (date of acquisition) to March
31, 2002. All significant intercompany balances and transactions have been
eliminated in the accompanying condensed consolidated financial statements.
The accompanying condensed consolidated financial statements are unaudited
and have been prepared in accordance with accounting principles generally
accepted in the United States of America, pursuant to rules and regulations of
the Securities and Exchange Commission (the "SEC"). In the opinion of
management, the accompanying condensed consolidated financial statements include
normal recurring adjustments that are necessary for a fair presentation of the
results for the interim periods presented. Certain information and footnote
disclosures have been condensed or omitted pursuant to such rules and
regulations. These condensed consolidated financial statements should be read in
conjunction with our audited consolidated financial statements and notes thereto
for the fiscal year ended December 31, 2001 included in our Form 10-K, filed
with the SEC. The results of operations for the three months ended March 31,
2002 are not necessarily indicative of results to be expected for the full year
or any other period.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make a number of estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those related to bad debts, inventories, warranty
obligations, and contingencies and litigation. The Company bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes its critical accounting policies, consisting of
revenue recognition, accounts receivable, inventories, warranty costs, and
deferred income taxes affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements. These policies are
discussed below.
(b) Principles of Consolidation
The consolidated financial statements for the three months ended March 31,
2002 include the accounts of Mobility and its wholly-owned subsidiaries, Magma,
Inc. and Mobility Europe Holdings, Inc., which includes Portsmith, Inc., from
February 1, 2002 (date of acquisition). The consolidated financial statements
for the three months ended March 31, 2001 include the accounts of Mobility and
its wholly-owned subsidiaries, Magma, Inc. and Mobility Europe Holdings, Inc.
All significant intercompany balances and transactions have been eliminated in
consolidation.
(c) Revenue Recognition
Revenue from product sales is recognized upon shipment and transfer of
ownership from the Company or contract manufacturer to the customer. Allowances
for sales returns and credits are provided for in the same period the related
sales are recorded. Should the actual return or sales credit rates differ from
the Company's estimates, revisions to the estimated allowance for sales returns
and credits may be required.
Revenue from technology transfer fees, consisting of the licensing and
transferring of Split Bridge(R) and other technology and architecture, and
related training and implementation support services, is recognized over the
term of the respective sales or license agreement. Certain license agreements
contain no stated termination date, whereby the Company recognizes the revenue
over the estimated life of the license. Should the actual life differ from the
estimates, revisions to the estimated life may be required.
-6-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(d) Cash and Cash Equivalents
All short-term investments purchased with an original maturity of three
months or less are considered to be cash equivalents. Cash and cash equivalents
include cash on hand and amounts on deposit with financial institutions.
(e) Accounts receivable
The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of the Company's customers to make required
payments. If the financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
(f) Inventories
Inventories consist of component parts purchased partially and fully
assembled for computer accessory items. The Company has all normal risks and
rewards of its inventory held by contract manufacturers. Inventories are stated
at the lower of cost (first-in, first-out method) or market. Finished goods and
work-in-process inventories include material, labor and overhead costs. Overhead
costs are allocated to inventory manufactured in-house based upon direct labor.
The Company monitors usage reports to determine if the carrying value of any
items should be adjusted due to lack of demand for the items. The Company
adjusts down the inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions. If
actual market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
(g) Property and Equipment
Property and equipment are stated at cost. Depreciation on furniture,
fixtures and equipment is provided using the straight-line method over the
estimated useful lives of the assets ranging from two to seven years. Tooling is
capitalized at cost and is depreciated over a two-year period. Leasehold
improvements are amortized over the shorter of the lease term or estimated
useful lives of the assets.
(h) Patents, Trademarks and Non-compete Agreement
The cost of patents, trademarks and a non-compete agreements are included
in other assets and amortized on a straight-line basis over their estimated
economic lives of two to five years.
(i) Goodwill
In July 2001, the FASB issued Statement No. 142, Goodwill and Other
Intangible Assets ("Statement 142"). Statement 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of Statement 142. The Company adopted the provisions of Statement 142
effective January 1, 2002. Under Statement 142, the Company is required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period. As of March 31, 2002, the Company has no identifiable
intangible assets resulting from a purchase business combination transaction.
In connection with the transitional goodwill impairment evaluation,
Statement 142 requires us to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this we must identify our reporting units and determine the carrying value of
each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units as of the date
of adoption. We will then have up to six months from the date of adoption to
determine the fair value of each reporting unit and compare it to the reporting
unit's carrying amount. To the extent a reporting unit's carrying amount exceeds
its fair value, an indication exists that the reporting unit's goodwill may be
impaired and we must perform the second step of the transitional impairment
test. In the second step, we must compare the implied fair value of the
reporting unit's goodwill, determined by allocating the reporting unit's fair
value to all of it assets (recognized and unrecognized) and liabilities in a
manner similar to a purchase price allocation, to its carrying
-7-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
amount, both of which would be measured as of the date of adoption. This second
step is required to be completed as soon as possible, but no later than the end
of the year of adoption. Any transitional impairment loss will be recognized
effective January 1, 2002 and reflected as the cumulative effect of a change in
accounting principle in the statement of operations.
The Company expects to complete the transitional impairment test for
goodwill by the end of the second quarter of 2002, pending completion of an
appraisal of appropriately identified reporting units. Accordingly, the Company
has not yet determined what effect, if any, this impairment test will have on
the Company's earnings and financial position.
The changes in the carrying amount of goodwill follows (amounts in
thousands):
<Table>
Reported balance at December 31, 2001 $ 5,627
Additional goodwill from acquisition of Portsmith 308
-------
Reported goodwill balance at March 31, 2002 $ 5,935
=======
</Table>
The following table presents prior year loss and loss per share as if
the nonamoritization provisions of Statement 142 had been applied in the prior
period (amounts in thousands, except per share data).
<Table>
<Caption>
Three Months Ended March 31,
2002 2001
-------- --------
Reported net loss $ (2,341) $ (3,662)
Add back goodwill amoritization -- 155
-------- --------
Adjusted net loss $ (2,341) $ (3,507)
======== ========
BASIC AND DILUTED LOSS PER SHARE:
Reported net loss per share $ (0.15) $ (0.25)
Add back goodwill amortization -- 0.01
-------- --------
Adjusted loss per share $ (0.15) $ (0.24)
======== ========
</Table>
(k) Impairment of Long-Lived Assets
The Company reviews long-lived assets and certain identifiable intangibles
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
(l) Warranty Costs
The Company provides limited warranties on certain of its products for
periods generally not exceeding three years. The Company accrues for the
estimated cost of warranties at the time revenue is recognized. The accrual is
based on the Company's actual claim experience. Should actual warranty claim
rates or service delivery costs differ from our estimates, revisions to the
estimated warranty liability would be required.
(m) Net Loss Per Common Share
Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted loss per share reflects the potential dilution that could occur
if securities or contracts to issue common stock were exercised or converted to
common stock or resulted in the issuance of common stock that then shared in the
earnings or loss of the Company.
(n) Fair value of Financial Instruments
The fair value of accounts receivable, accounts payable, and accrued
expenses approximates the carrying value due to the short-term nature of these
instruments.
(o) Research and Development
The cost of research and development is charged to expense as incurred.
(p) Foreign Currency Translation
The financial statements of the Company's foreign subsidiary are measured
using the local currency as the functional currency. Assets and liabilities of
this subsidiary are translated at exchange rates as of the balance sheet date.
Revenues and expenses are translated at average rates of exchange in effect
during the year. The resulting cumulative translation adjustments have been
recorded as comprehensive income (loss), a separate component of stockholders'
equity.
(q) Segment Reporting
The Company has only one operating business segment, the sale of peripheral
computer equipment.
(r) Reclassifications
Certain amounts included in the 2001 financial statements have been
reclassified to conform to the 2002 financial statement presentation.
-8-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. ACQUISITIONS
(a) Portsmith, Inc.
On February 1, 2002, the Company acquired Portsmith, Inc. pursuant to the
merger of Portsmith with the Company's subsidiary, Mobility Europe Holdings,
Inc. Portsmith provides connectivity solutions for handheld computing devices.
In accordance with the terms of the acquisition agreement, the Company issued
800,000 shares of common stock, valued at $1.35 per common share, to the
Portsmith stockholders of which 400,000 shares are held in escrow for the
Portsmith stockholders, the issuance of which is contingent upon certain
performance criteria of Portsmith on the first anniversary of the transaction.
In addition, contingent earn out payments are to be made to the Portsmith
stockholders depending upon Portsmith's future performance on the one year
anniversary of the acquisition date.
The acquisition has been accounted for as a purchase and, accordingly, the
purchase price has been allocated to the assets acquired and the liabilities
assumed based upon the estimated fair values at the date of acquisition.
Goodwill of $308,000 was recorded as a result of the transaction.
The purchase price of $540,000 (a noncash transaction) plus acquisition
costs of $111,000 was allocated as follows (amounts in thousands):
<Table>
Purchase price:
Common stock and additional paid-in
capital .................................... $ 540
Costs of acquisition ......................... 111
-------
$ 651
=======
Assets acquired and liabilities assumed:
Current assets ............................... $ 1,711
Equipment .................................... 31
Other assets ................................. 15
Goodwill ..................................... 308
Current liabilities .......................... (1,414)
-------
$ 651
=======
</Table>
The consolidated financial statements as of March 31, 2002 include the
accounts of Portsmith and results of operations since the date of acquisition.
The following summary, prepared on a pro forma basis, presents the results of
operations as if the acquisition had occurred on January 1, 2001 (amounts in
thousands, except per share data).
<Table>
<Caption>
THREE MONTHS ENDED MARCH 31,
----------------------------
2002 2001
----------- -----------
(UNAUDITED) (UNAUDITED)
Net revenue ............................ $ 7,336 $ 8,697
======= =======
Net loss ............................... $(2,325) $(4,058)
======= =======
Basic and diluted loss per share ....... $ (0.15) $ (0.27)
======= =======
</Table>
The pro forma results are not necessarily indicative of what the actual
consolidated results of operations might have been if the acquisition had been
effective at the beginning of 2001 or as a projection of future results.
(b) iGo Corporation
On March 25, 2002, the Company announced its execution of a definitive
agreement and plan of merger to acquire iGo Corporation for $5,100,000 in cash
and 2,600,000 shares of the Company's common stock. Additional consideration of
$1,000,000 and 500,000 shares of common stock will be held in escrow for the iGo
stockholders until one day following the first anniversary of the effective date
of the merger, the issuance of which is contingent upon certain performance
criteria. The transaction is subject to certain material conditions precedent,
including without limitation, approval by the stockholders of iGo and the
declared effectiveness by the Securities and Exchange Commission of a
registration statement, which registers the issuance of the Company's common
stock to be issued in the transaction.
-9-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. INVENTORIES
Inventories consist of the following (amounts in thousands):
<Table>
<Caption>
March 31, December 31,
2002 2001
--------- ------------
Raw materials $2,047 $1,494
Finished goods 1,563 1,891
------ ------
$3,610 $3,385
====== ======
</Table>
5. STOCKHOLDERS' EQUITY
(a) Preferred Stock
The Series C preferred stock is convertible into shares of common stock.
The initial conversion rate was one for one, but was subject to change if
certain events occur. Generally, the conversion rate will be adjusted if the
Company issues any non-cash dividends on outstanding securities, splits its
securities or otherwise effects a change to the number of its outstanding
securities. The conversion rate will also be adjusted if the Company issues
additional securities at a price that is less than the price that the Series C
preferred stockholders paid for their shares. Such adjustments will be made
according to certain formulas that are designed to prevent dilution of the
Series C preferred stock. The Series C preferred stock can be converted at any
time at the option of the holder, and will convert automatically, immediately
prior to the consummation of a firm commitment public offering of common stock
pursuant to a registration statement filed with the Securities and Exchange
Commission having a per share price equal to or greater than $24.00 per share
and a total gross offering amount of not less than $15,000,000. The rate of
conversion is 1-to-0.74385 as of March 31, 2002.
The Company may not pay any cash dividends on its common stock while any
Series C preferred stock remains outstanding without the consent of the Series C
preferred stockholders. Holders of Series C preferred stock are entitled to vote
on all matters submitted for a vote of the holders of common stock. Holders will
be entitled to one vote for each share of common stock into which one share of
Series C preferred stock could then be converted. In the event of liquidation or
dissolution, the holders of Series C preferred stock will be entitled to receive
the amount they paid for their stock, plus accrued and unpaid dividends out of
the Company's assets legally available for such payments prior to the holders of
securities junior to the Series C preferred stock receiving payments.
During the period from December 31, 2001 through March 31, 2002, 58,705
shares of Series C preferred stock were converted into 41,592 shares of common
stock at a rate of 1-to-0.70220 for conversions through February 20, 2002 and at
a rate of 1-to-0.74385 for those conversions beginning February 21, 2002 and
thereafter.
(b) Common Stock
Holders of shares of common stock are entitled to one vote per share on all
matters submitted to a vote of the Company's stockholders. There is no right to
cumulative voting for the election of directors. Holders of shares of common
stock are entitled to receive dividends, if and when declared by the board of
directors, out of funds legally available therefor, after payment of dividends
required to be paid on any outstanding shares of preferred stock. Upon
liquidation, holders of shares of common stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to the liquidation
preferences of any outstanding shares of preferred stock. Holders of shares of
common stock have no conversion, redemption or preemptive rights.
-10-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. NET LOSS PER SHARE
The computation of basic and diluted net loss per share follows (amounts in
thousands, except per share data):
<Table>
<Caption>
Three months ended
March 31,
------------------------
2002 2001
-------- --------
Net loss $ (2,341) $ (3,662)
======== ========
Weighted average common shares outstanding - basic and diluted 15,371 14,480
======== ========
Net loss per share - basic and diluted $ (0.15) $ (0.25)
======== ========
</Table>
The following table summarizes securities outstanding which were not
included in the calculation of diluted net loss per share since their inclusion
would be antidilutive:
<Table>
<Caption>
March 31,
-------------------------
2002 2001
--------- ---------
Stock options and warrants 2,376,338 3,010,460
========= =========
Convertible preferred stock 623,954 944,755
========= =========
</Table>
7. CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Two customers accounted for 24% and 18% of total revenue of the Company for
the three months ended March 31, 2002. Two customers accounted for 21% and 36%
of total revenue of the Company for the three months ended March 31, 2001.
Export sales were approximately 22% and 34% of the Company's total revenues
for the three months ended March 31, 2002 and 2001, respectively. The principal
international market served by the Company was Europe.
8. CONTINGENCIES AND LITIGATION
The Company is involved in various claims and legal actions in the ordinary
course of business. In the opinion of management, based on consultation with
legal counsel, the ultimate disposition of these matters will not have a
material adverse effect on the Company's financial position, results of
operations or liquidity. Accordingly, the accompanying condensed consolidated
financial statements do not include a provision for losses, if any, that might
result from the ultimate disposition of these matters.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following:
- loss of, and failure to replace, any significant customers;
- timing and success of new product introductions;
- product developments, introductions and pricing of competitors;
-11-
- timing of substantial customer orders;
- availability of qualified personnel;
- performance of suppliers and subcontractors;
- market demand and industry and general economic or business
conditions; and
- other factors to which this report refers.
The following discussion and analysis of our financial condition and
results of operations should be read together with our condensed consolidated
financial statements and notes thereto contained in this report.
OVERVIEW
Mobility Electronics, Inc. designs, develops and markets connectivity
devices and accessories for the computer industry and for a broad range of
related microprocessor applications. Our major focus has been on developing
remote peripheral component interface, or PCI bus, technology and products using
our proprietary Split Bridge(R) technology. We also design, develop and market
a range of other products for portable computers. These products include monitor
stands and in air/in car chargers to power portable computers. In addition, we
offer a variety of PCI slot expansion products for both desktop and portable
computing devices. To date, our revenues have come predominantly from monitor
stands, in air/in car chargers and expansion products. We expect revenues from
those products to continue and we also expect to see increasing Split Bridge(R)
revenues from both product and technology sales as we further expand our markets
and strategic relationships in this area.
The PCI bus is the electrical transmission path linking the computer's
central processing unit with its memory and other peripheral devices, such as
modems, disk drives and local area networks, or LANs. Our proprietary Split
Bridge(R) technology consists of a Split Bridge(R) link, typically two
customized semiconductors, known as application-specific integrated circuits, or
ASIC chips, two connectors and a high-speed, bi-directional cable. Our
technology for the first time allows the primary PCI bus of any computer to be
extended to a remote location, up to 17 feet, with virtually no software
requirements or performance degradation, thereby enabling architectural designs
of computer systems and applications that previously were not feasible. We
currently have two Split Bridge(R) patents that are issued by the U.S. Patent
and Trademark Office. Our first major application for Split Bridge(R)
technology has been the creation of a new universal docking product category
which allows users of portable computers to configure a flexible, high
performance docking solution that meets their individual needs. However, we
intend to pursue the further commercialization of Split Bridge(R) technology so
that we are able to expand our product offerings to include additional
applications and markets.
We sell our products directly to OEMs and the retail channel, as well as
through distributors. We have also established a few select worldwide private
label accounts, most notably IBM and NEC. A substantial portion of our net
product sales are concentrated among a number of OEMs, including Compaq, Dell,
Hewlett-Packard, IBM, NEC, and Toshiba. A portion of our sales to IBM are made
through Kingston Technologies, who acts as their fulfillment hub manager for
sales in the United States and Malaysia. Direct sales to OEMs accounted for
approximately 77% of net product sales for the three months ended March 31, 2002
and approximately 88% of net product sales for the three months ended March 31,
2001. We expect that we will continue to be dependent upon a number of OEMs for
a significant portion of our net product sales in future periods, although no
OEM is presently obligated to purchase a specified amount of products. Effective
December 2001, we came to an agreement with Targus to terminate our
relationship. In the future, we intend to market our products previously sold
through Targus under our own brand directly through distribution channels we
have established and are continuing to develop.
-12-
A portion of our sales to distributors and resellers is generally under
terms that provide for certain stock balancing return privileges and price
protection. Accordingly, we make a provision for estimated sales returns and
other allowances related to those sales. Returns, which have been netted in the
product sales presented herein, were approximately 8% of net product sales for
the three months ended March 31, 2002 and approximately 5% of net product sales
for the three months ended March 31, 2001. The major distributors are allowed to
return up to 15% of their prior quarter's purchases under the stock balancing
programs, provided that they place a new order for equal or greater dollar value
of the stock balancing return.
We derive a significant portion of our net product sales outside the United
States, principally in France, Germany and the United Kingdom, to OEMs,
retailers and a limited number of independent distributors. International sales
accounted for approximately 22% of our net product sales for the three months
ended March 31, 2002. We expect product sales outside the United States to
continue to account for a large portion of our future net product sales.
International sales are generally denominated in the currency of our foreign
customers. A decrease in the value of foreign currencies relative to the U.S.
dollar could result in a significant decrease in U.S. dollar sales received by
us for our international sales. That risk may be increased as a result of the
introduction in January 1999 of the new "Euro" currency in European countries
that are part of the European Monetary Union, or EMU. During 2002, all EMU
countries are expected to completely replace their national currencies with the
Euro. However, we cannot determine the impact this may have on our business
because a significant amount of uncertainty exists as to the effect the Euro
will have on the marketplace and because all of the final rules and regulations
have not yet been defined and finalized by the European Commission regarding the
Euro currency. We intend to develop and implement a plan to mitigate this risk
once the final rules and regulations are established. We have not engaged in
hedging transactions with respect to our net foreign currency exposure. To the
extent that we implement hedging activities in the future with respect to
foreign currency transactions, there can be no assurance that we will be
successful in such hedging activities.
Various factors have in the past affected and may continue in the future to
affect our gross profits, including but not limited to, our product mix, lower
volume production and higher fixed costs for newly introduced product platforms
and technologies, market acceptance of newly introduced products and the
position of our products in their respective lifecycles. The initial stages of
our product introductions are generally characterized by lower volume
production, which is accompanied by higher costs, especially for specific
products, which are initially purchased in small volumes during the development
lifecycle.
We have experienced significant operating losses since inception and, as of
March 31, 2002, we have an accumulated deficit of approximately $83.9 million.
These accumulated losses have resulted in decreases in cash and cash
equivalents. If we do not achieve continued revenue growth sufficient to absorb
our recent and planned expenditures, we could experience additional losses and
corresponding decreases in cash and cash equivalents in future periods,
including the remainder of 2002.
Operating expenses for the first quarter of 2002 totaled $4.4 million as
compared to $5.7 million in the first quarter of 2001. However, we anticipate
that in the future we will make additional investments in our sales and
marketing activities and, that as a result, operating expenses will increase. We
intend to make such investments on an ongoing basis, primarily from cash
generated from operations and, if available, from lines of credit, as we develop
and introduce new products and expand into new markets. We expect that such
increases in spending will result in increases in revenues and resulting gross
profits, which should result in turning our net losses into net profits.
Recent general economic conditions have contributed to a slow down in sales
of computers and computer-related products and accessories. This economic slow
down has had a negative impact on our revenues. If we are not able to grow
revenues in future periods, we are likely to continue to incur net losses and
our cash equivalents are likely to continue to decrease.
In October 2000, we acquired all of the assets of Mesa Ridge Technologies,
Inc. d/b/a MAGMA, a privately held company. MAGMA provides a range of PCI
expansion products for the computer industry which utilize traditional PCI
bridge technology and MAGMA's patented expansion technology. The acquisition of
MAGMA solidified our market leadership position in the PCI expansion business by
providing products, distribution channels, key customers, and additional
resources that can leverage our Split Bridge(R) technology and accelerate our
growth and development in this market segment.
In February 2002, we acquired Portsmith, Inc., an industry leader in
providing connectivity solutions for handheld computing devices. This
acquisition provides us with an entrance into the rapidly growing handheld
computing device market and reinforces our focus on delivering powerful mobile
computing solutions. Portsmith currently provides a range of Ethernet, modem,
and other connectivity products for the most popular handheld devices such as
Palm, Handspring Visor, Compaq IPAQ, and other mainstream PDA products, and
intends to undertake a number of important product development programs that
expand on these solutions.
In March 2002, we announced our execution of a definitive agreement and
plan of merger to acquire iGo Corporation, a leading computer solutions
provider. iGo distributes its products through distributors and directly through
its catalog and internet channels, and is a well-recognized brand name in the
portable computer power products and accessories market. We believe the
acquisition of iGo will greatly strengthen our distribution capabilities. The
closing of this transaction is subject to the satisfaction of certain material
conditions precedent, including without limitation, approval by the iGo
stockholders and the declared effectiveness by the Securities and Exchange
Commission of a registration statement which registers the issuance of the
shares of our common stock to be issued to the iGo stockholders in such
transaction.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make a number of estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to bad debts, inventories, warranty
obligations, and contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
REVENUE RECOGNITION
Revenue from product sales is recognized upon shipment and transfer of
ownership from us or our contract manufacturer to the customer. A portion of our
products sales are generally made under terms that provide for certain stock
balancing return privileges and price protection. The major distributors are
allowed to return up to 15% of their prior quarter's purchases under the stock
balancing programs, provided that they place a new order for equal or greater
dollar value of the stock balancing return. Actual returns as a percent of net
product sales were 8% for the three months ended March 31, 2002.
Allowances for sales returns and credits are provided for in the same
period the related sales are recorded. These allowances and credits are based
upon historical experience combined with recent trends in return rates as well
understanding of current market conditions. Additionally, management estimates
which of the estimated product returns are salable an which will have little or
no value. Based upon these estimates, the gross product sales revenue and
related cost of goods sold (for those returned products expected to be resold)
is reduced. At March 31, 2002, we estimated the net value of future product
returns for all our products to be $168,000, respectively. Should the actual
return or sales credit rates differ from our estimates, revisions to the
estimated allowance for sales returns, and credits and related adjustment to
gross product sales and cost of goods sold, may be required.
Revenue from technology transfer fees, consisting of the licensing and
transferring of Split Bridge(R) and other technology and architecture, and
related training and implementation support services, is recognized over the
term of the respective sales or license agreement. Certain license agreements
contain no stated termination date, whereby we recognize the revenue over the
estimated life of the license. Should the actual life differ from the estimates,
revisions to the estimated life may be required.
ACCOUNTS RECEIVABLE
We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. At March 31,
2002, we maintained allowances for doubtful accounts of $107,000. Management
specifically analyzes accounts receivable including historical bad debts,
customer concentrations, customer credit-worthiness and current economic trends
when evaluating the adequacy of the allowance for doubtful accounts. If the
financial conditions of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.
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INVENTORIES
Inventories are stated at the lower of cost or market. Cost is primarily
determined using the first-in first-out method. We monitor usage reports to
determine if the carrying value of any items should be adjusted due to lack of
demand for the items. We adjust down the inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.
GOODWILL
Goodwill represents the excess of purchase price over the fair value of net
assets acquired. Through December 31, 2001, we amortized goodwill on a
straight-line basis over the estimated economic life. Under the provisions of
Statement No. 142, "Goodwill and Other Intangible Assets", beginning January 1,
2002, we ceased amortization of goodwill. We are currently in the process of
completing the transitional impairment test for goodwill, which is expected to
be completed by the end of the second quarter of 2002, pending completion of an
appraisal of appropriately identified reporting units. Accordingly, we have not
yet determined what effect, if any, this impairment test will have on our
results of operations.
In the future, we will test goodwill of each identified reporting unit for
impairment on an annual basis and between annual tests in the event of certain
circumstances that would more likely than not reduce the fair value of a
reporting unit below its carrying value. The valuation of the reporting unit
will be based upon certain estimates and assumptions made by management.
Uncertainties that could impact the valuation assessment included, but are not
limited to changes in manufacturing by computer OEM's to increase the number of
PCI slots built into laptop or desktop computers, increases in competition, our
inability to execute on revenue growth plans and our ability to maintain product
pricing and margin levels.
WARRANTY COSTS
We provide limited warranties on certain of our products for periods
generally not to exceed three years. We accrue for the estimated cost of
warranties at the time revenue is recognized. Should actual warranty claim
rates or service delivery costs differ from our estimates, revisions to the
estimated warranty liability would be required.
DEFERRED INCOME TAXES
To date, our deferred tax assets have been offset by a valuation allowance.
We record a valuation allowance to reduce our deferred tax assets to the amount
that is more likely than not to be realized. While we have considered future
taxable income and ongoing prudent and feasible tax planning strategies in
assessing the need for the valuation allowance, in the event we were to
determine that we would be able to realize our deferred tax assets in the future
in excess of the net recorded amount, an adjustment to the valuation allowance
and deferred tax benefit would increase income in the period such determination
was made.
RESULTS OF OPERATIONS
The following table presents certain selected consolidated financial data
for the periods indicated expressed as a percentage of total revenue:
<Table>
<Caption>
Three months ended
March 31,
---------------------
Unaudited
---------------------
2002 2001
------- ------
Revenue:
Net product sales 95.4% 98.6%
Technology transfer 4.6% 1.4%
----- -----
Total revenue 100.0% 100.0%
Cost of revenue:
Product sales 73.3% 77.7%
Technology transfer 0.0% 0.0%
----- -----
Total cost of revenue 73.3% 77.7%
----- -----
Gross profit (loss) 26.7% 22.3%
Operating expenses:
Sales and marketing 21.1% 31.1%
Research and development 18.7% 21.0%
General and administrative 23.8% 28.0%
----- -----
Total operating expenses 63.6% 80.1%
----- -----
Loss from operations (36.9)% (57.8)%
Other income (expense):
Interest, net 3.7% 6.6%
Other, net (0.5)% 0.2%
----- -----
Loss before provision for income taxes (33.7)% (51.0)%
Provision for income taxes 0.0% 0.0%
----- -----
Net loss (33.7)% (51.0)%
===== =====
</Table>
Comparison of Three Months Ended March 31, 2002 and 2001
Net product sales. Net product sales consist of sales of product, net of
returns and allowances. We recognize sales at the time goods are shipped and the
ownership of the goods is transferred to the customer. Allowances for returns
and credits are made in the same period the related sales are recorded. Net
product sales decreased 6.7% to $6.6 million for the three months ended March
31, 2002 from $7.1 million for the three months ended March 31, 2001. The
decrease was primarily attributable to a reduction in sales of power products to
Targus, as a result of the termination of our relationship with Targus in
December 2001. The decrease was partially offset by sales of handheld products
as a result of our acquisition of Portsmith, Inc. in February 2002. We
anticipate future increases in sales of both power products and handheld
products.
Technology transfer fees. Technology transfer fees consist of revenue from
the licensing and transferring by us of our Split Bridge(R) technology
and architecture. Revenue from technology transfer fees is recognized ratably
over the term of the sales agreement. During the three months ended March 31,
2002, we recognized a technology transfer fee of
-14-
$316,000 or 4.6% of total revenue. Technology transfer fees represented revenue
of $100,000, or 1.4% of total revenues, for the three months ended March 31,
2001.
Cost of revenue - product sales. Cost of revenue - product sales consists
primarily of costs associated with components, outsourced manufacturing and
in-house labor associated with assembly, testing, packaging, shipping and
quality assurance, and depreciation of equipment and indirect manufacturing
costs. Cost of revenue - product sales decreased 9.0% to $5.1 million for the
three months ended March 31, 2002 from $5.6 million for the three months ended
March 31, 2001. The decrease in cost of revenue - product sales was due
primarily to the 6.7% volume decrease in net product sales. Cost of revenue -
product sales as a percentage of net product sales decreased to 76.8% for the
three months ended March 31, 2002 from 78.8% for the three months ended March
31, 2001.
Cost of revenue - technology transfer. Cost of revenue - technology
transfer consists of engineering expenses related to the Split Bridge(R)
technology. There was no cost of revenue - technology transfer for the three
months ended March 31, 2002 and 2001, as the technology transfer fees for the
periods consisted solely of fees for existing technology.
Gross profit. Gross profit increased to 26.7% of total revenue for the
three months ended March 31, 2002 from 22.3% of total revenue for the three
months ended March 31, 2001. The gross profit rate increase is due primarily to
the increase in technology transfer fee revenues, which had no cost associated
with them, for the three months ended March 31, 2002, compared to the three
months ended March 31, 2001.
Sales and marketing. Sales and marketing expenses generally consist of
salaries, commissions and other personnel related expenses of our sales,
marketing and support personnel, advertising, public relations, promotions,
printed media and travel. Sales and marketing expenses decreased 34.5% to $1.5
million for the three months ended March 31, 2002 from $2.3 million for the
three months ended March 31, 2001. The decrease is primarily the result of a
reduction in marketing programs resulting from our decision to focus our
marketing efforts on what we have deemed to be the most productive sales
channels. As a percentage of total revenue, sales and marketing expenses
decreased to 21.1% for the three months ended March 31, 2002 from 31.1% for the
three months ended March 31, 2001.
Research and development. Research and development expenses consist
primarily of salaries and personnel-related expenses, facilities, outside
consulting, lab costs and travel related costs of our product development group.
Research and development expenses decreased 14.1% to $1.3 million for the three
months ended March 31, 2002 from $1.5 million for the three months ended March
31, 2001. Research and development expenses as a percentage of total revenue
decreased to 18.7% for the three months ended March 31, 2002 from 21.0% for the
three months ended March 31, 2001. The decrease is due to reductions in
engineering expenses and staff as a result of the development of Split Bridge(R)
technology, which was largely developed in 2000 and the early part of 2001.
General and administrative. General and administrative expenses consist
primarily of salaries and other personnel-related expenses of our finance, human
resources, information systems, corporate development and other administrative
personnel, as well as professional fees, depreciation and amortization and
related expenses. General and administrative expenses also include non-cash
compensation, which is the result of the issuance of common stock, warrants and
stock options at a price deemed to be less than market value to employees and
outside consultants for services rendered. For the three months ended March 31,
2001, general and administrative expenses also included goodwill amortization of
$155,000 relating to the acquisition of Magma in October, 2000. General and
administrative expenses decreased 18.0% to $1.6 million for the three months
ended March 31, 2002 from $2.0 million for the three months ended March 31,
2001. The decrease is due primarily to cost reduction efforts of management and
the reduction in amortization expense as a result of the application of FAS 142.
General and administrative expenses as a percentage of total revenue decreased
to 23.8% for the three months ended March 31, 2002 from 28.0% for the three
months ended March 31, 2001. As we begin to recognize increased revenues from
the sales of our products, we anticipate that general and administrative
expenses, as a percentage of revenue, will continue to decrease.
Interest, net. Interest, net consists primarily of interest earned on our
cash balances and short-term investments, net of interest expense. Net interest
income for three months ended March 31, 2002 was $254,000 compared to $471,000
for the three months ended March 31, 2001. The change was primarily due to the
reduction in cash balance from March 31, 2001 to March 31, 2002.
Income taxes. We have incurred losses from inception to date; therefore, no
provision for income taxes was required for the three months ended March 31,
2002 and 2001.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have funded our operations primarily through debt and
equity financing, as the cash consumed by our operating activities has exceeded
cash generated by revenues. Our operating activities used cash of $176,000 and
$3.6 million for the three months ended March 31, 2002 and 2001, respectively.
Net cash used in operating activities for the three months ended March 31, 2002
was primarily attributed to our net loss and increases in prepaid expenses and
reductions in accounts payable and accrued expenses. Cash used in operating
activities was offset, in part, by decreases in accounts receivable and
-15-
inventories, non-cash expenses such as depreciation of property and equipment,
amortization of deferred compensation and intangibles, loss on the sale of
assets, and provision for obsolete inventory.
Our investing activities provided cash of $139,000 for the three months
ended March 31, 2002 and used cash of $358,000 for the three months ended March
31, 2001. Cash provided by investing activities resulted primarily from cash
acquired from Portsmith, offset by purchases of property and equipment. For the
three months ended March 31, 2001, cash used in investing activities was for the
purchase of property and equipment.
Our net financing activities generated cash of $19,000 for the three months
ended March 31, 2002 and used cash of $11,000 for the three months ended March
31, 2001.
Our cash and cash equivalents decreased to $14.7 million at March 31, 2002
compared to $14.8 million at December 31, 2001. Our net working capital at those
same dates was $17.3 million and $19.4 million, respectively. At March 31, 2002
our available sources of liquidity were our cash and cash equivalents.
Our future capital requirements include funding operations, financing the
growth of working capital items such as accounts receivable and inventories, and
the purchase of equipment and fixtures to accomplish future growth. We believe
that our cash and cash equivalents on hand will be sufficient to satisfy our
expected cash and working capital requirements for the next twelve months.
At March 31, 2002, we had approximately $65.7 million of federal, foreign
and state net operating loss carryforwards which expire at various dates. We
anticipate that the sale of common stock in the IPO coupled with prior sales of
common stock will cause an annual limitation on the use of our net operating
loss carryforwards pursuant to the change in ownership provisions of Section 382
of the Internal Revenue Code of 1986, as amended. This limitation is expected to
have a material effect on the timing of our ability to use the net operating
loss carryforward in the future. Additionally, our ability to use the net
operating loss carryforward is dependent upon our level of future profitability,
which cannot be determined.
At March 31, 2002, we had future commitments relating to various
non-cancelable operating leases totaling approximately $900,000, payable over
the next three years, with approximately $500,000 payable in 2002, $200,000
payable in 2003, and $200,000 payable in 2004.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued Statement No. 141, "Business Combinations",
and Statement No. 142, "Goodwill and Other Intangible Assets". Statement 141
requires the purchase method of accounting be used for all business combinations
subsequent to June 30, 2001 and specifies criteria for recognizing intangible
assets acquired in a business combination. Statement 142 requires that goodwill
no longer be amortized, but instead be tested for impairment at least annually.
Goodwill related to acquisitions prior to July 1, 2001 continued to be amortized
through December 31, 2001 as required in the transition guidance. Goodwill
related to acquisitions subsequent to June 30, 2001 was not amortized.
Intangible assets with definite useful lives will continue to be amortized over
their respective estimated useful lives. Statement No. 142 is effective January
1, 2002. The adoption of Statement 141 did not materially affect the Company's
financial position, results of operations or cash flows. We expect to complete
the transitional impairment test for goodwill by the end of the second quarter
of 2002, pending completion of an appraisal of appropriately identified
reporting units. Accordingly, we have not yet determined what effect, if any,
the adoption of Statement 142 will have on our financial position, results of
operations and cash flows.
In June 2001, the FASB issued Statement No. 143 "Accounting for Asset
Retirement Obligation" ("Statement 143"). This Statement requires that the fair
value of a liability for legal obligations associated with the retirement of
tangible long-lived assets be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. Such legal obligations
include obligations a party is required to settle as a result of an existing or
enacted law, statute, or ordinance, or written or oral contract. These
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. This statement is effective for fiscal years beginning
after June 15, 2002. The adoption of Statement 143 is not expected to have a
material effect on our financial position, results of operations or cash flows.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("Statement 144") which addresses
financial accounting and reporting for the impairment or disposal or long-lived
assets. While the statement supersedes Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", it
retains many of the fundamental provisions of that statement. Statement 144 also
retains the requirement to report separately discontinued operations (Opinion
No. 30) and extends that reporting to a component of an entity that either has
been disposed of by sale, abandonment, or in distribution to owners or is
classified as held for sale. Statement 144 is effective for fiscal years
beginning after December 15, 2001. We adopted this statement January 1, 2002
with no material effect on our financial position, results of operations or cash
flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks in the ordinary course of our
business. These risks result primarily from changes in foreign currency exchange
rates and interest rates. In addition, our international operations are subject
to risks related to differing economic conditions, changes in political climate,
differing tax structures and other regulations and restrictions.
To date we have not utilized derivative financial instruments or derivative
commodity instruments. We do not expect to employ these or other strategies to
hedge market risk in the foreseeable future. We invest our cash in money market
funds and other short term, highly liquid investments, which are subject to
minimal credit and market risk. We believe that the market risks associated with
these financial instruments are immaterial.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
Mobility Electronics, Inc. v. SBS Technologies, Inc. No. CIV01-0409 PHX JAT
was filed on March 5, 2001 in the United States District Court for the District
of Arizona. In this lawsuit, we allege patent infringement against SBS
Technologies on two patents we own; U.S. Patent No. 6,070,214 entitled "Serially
Linked Bus Bridge for Expanding Access Over a First Bus to a Second Bus" and
U.S. Patent No. 6,088,752 entitled "Method and Apparatus for Exchanging
Information Between Buses and a Portable Computer and Docking Station Through a
Bridge Employing a Serial Link." In our original complaint, we allege that
certain products designed, manufactured and/or sold by SBS infringe these two
patents. SBS has filed an answer denying infringement and a counterclaim seeking
a declaratory judgment of non-infringement of patents and a declaratory judgment
of patent invalidity and unenforceability, as well as tortious interference with
prospective contractual relations. In our answer to SBS's counterclaims we have
denied any such liability. The parties after commencing discovery, have reached
an agreement to settle the case, pursuant to which the case will be dismissed.
Mobility Electronics, Inc. v. Comarco, Inc. and Comarco Wireless
Technologies, Inc. No. CIV01-1489 PHX MHM was filed on August 10, 2001 in the
United States District Court for the District of Arizona. In this lawsuit, we
allege infringement of U.S. Patent No. 5,347,211 entitled "Selectable Output
Power Converter." We have amended our complaint to further seek declaratory
judgments of non-infringement, patent invalidity and/or patent unenforceability
of three patents allegedly owned by Comarco: U.S. Patent Nos. 6,172,884,
6,091,661 and 5,838,554. The defendants have filed a motion to dismiss, to which
we
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have responded, and the motion was heard on April 15, 2002. The Court has the
motion under advisement. We intend to vigorously pursue our claims in this
litigation.
Richard C. Liggitt v. Portsmith, Inc., et al., Case No. 02CC03308 was filed
on February 22, 2002 in the Superior Court of the State of California, County of
Orange, Central Judicial District. In this lawsuit the plaintiff alleges fraud
in connection with merger negotiations that led to the execution of a merger
agreement between a company owned by the plaintiff and Portsmith, which we
acquired in February 2002. The plaintiff also alleges wrongful termination of
his employment with Portsmith and breach of the implied covenant of good faith
and fair dealing under his employment agreement with Portsmith. Finally, the
plaintiff alleges that Portsmith was the alter ego of certain of Portsmith's
former directors. The plaintiff is seeking general and special damages, punitive
damages, attorneys' fees and costs. We have filed an answer denying all material
allegations and have asserted a counterclaim for fraud and breach of contract.
This lawsuit is in the initial stages and we cannot express an opinion as to the
outcome of this action. Our failure to express an opinion at this stage should
not be construed as an indication that we believe the defendants may ultimately
be liable for any damages. Mobility intends to vigorously defend itself against
the claims in this lawsuit.
Mobility Electronics, Inc. v. General Dynamics OTS, Inc., pending in the
United States District Court for the District of Arizona, Docket No. Civ '02
0736 PHX JAT. This is a suit for declaratory judgment brought by the Company
arising out of a dispute involving a trademark license agreement with General
Dynamics OTS, Inc. ("General Dynamics"), the owner of the trademark "EmPower."
The defendant has contended that it is owed approximately $710,000 in back
royalties and interest based upon its interpretation of the license agreement.
Under the Company's interpretation of the license, the royalties owed are
substantially less. The Company commenced this litigation on April 19, 2002,in
order to have the Court construe the disputed terms of the license agreement and
determine the amount owed by the Company. General Dynamicas has not yet answered
or otherwise responded to the suit. This lawsuit is in the initial stages and we
cannot express an opinion as to the outcome of this action. Our failure to
express an opinion at this stage should not be construed as an indication that
we believe the Company may ultimately be liable for any or all of the damages
sought by General Dynamics. Mobility intends to vigorously pursue the claims
made in this lawsuit.
We are from time to time involved in various legal proceedings other than
those set forth above incidental to the conduct of our business. We believe that
the outcome of all such pending legal proceedings will not in the aggregate have
a material adverse effect on our business, financial condition, results of
operations or liquidity.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
<Table>
<Caption>
Exhibit
Number Description
------- -----------
2.1 -- Agreement and Plan of Merger dated March 23, 2002, by and
among Mobility Electronics, Inc., iGo Corporation and IGOC
Acquisition, Inc.(5)
3.1 -- Certificate of Incorporation of the Company.(1)
3.2 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of June 17, 1997.(3)
3.3 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of September 10 1997.(1)
3.4 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of July 20, 1998.(1)
3.5 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of February 3, 2000.(1)
3.6 -- Certificate of Designations, Preferences, Rights and
Limitations of Series C Preferred Stock.(1)
3.7 -- Amended Bylaws of the Company.(1)
3.8 -- Certificate of the Designations, Preferences, Rights and
Limitations of Series D Preferred Stock.(2)
3.9 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of March 31, 2000.(3)
4.1 -- Specimen of Common Stock Certificate.(4)
</Table>
-17-
<Table>
10.1 -- Form of Indemnity Agreement executed between the Company and
certain officers and directors.(6)
10.2 -- Lock-up and Voting Agreement dated March 24, 2002, by and
among Mobility Electronics, Inc., iGo Corporation and
certain Stockholders of iGo Corporation.(5)
24.1 -- None
</Table>
- --------
(1) Previously filed as an exhibit to Registration Statement No. 333-30264
dated February 11, 2000.
(2) Previously filed as an exhibit to Amendment No. 1 to Registration Statement
No. 333-30264 dated March 28, 2000.
(3) Previously filed as an exhibit to Amendment No. 2 to Registration Statement
No. 333-30264 dated May 4, 2000.
(4) Previously filed as an exhibit to Amendment No. 3 to Registration Statement
No. 333-30264 dated May 18, 2000.
(5) Previously filed as an exhibit to Mobility's Annual Report on Form 10-K for
the period ending December 31, 2001.
(6) Previously filed as an exhibit to Mobility's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended March 31, 2002.
-18-
MOBILITY ELECTRONICS, INC. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOBILITY ELECTRONICS, INC.
Dated: July 9, 2002 By: /s/ JOAN W. BRUBACHER
---------------------------------------
Joan W. Brubacher
Vice President and Chief Financial Officer
and Authorized Officer of Registrant
(Principal Financial and Accounting Officer)
-19-
MOBILITY ELECTRONICS, INC.
INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit
Number Description
------- -----------
2.1 -- Agreement and Plan of Merger dated March 23, 2002, by and
among Mobility Electronics, Inc., iGo Corporation and IGOC
Acquisition, Inc.(5)
3.1 -- Certificate of Incorporation of the Company.(1)
3.2 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of June 17, 1997.(3)
3.3 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of September 10 1997.(1)
3.4 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of July 20, 1998.(1)
3.5 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of February 3, 2000.(1)
3.6 -- Certificate of Designations, Preferences, Rights and
Limitations of Series C Preferred Stock.(1)
3.7 -- Amended Bylaws of the Company.(1)
3.8 -- Certificate of the Designations, Preferences, Rights and
Limitations of Series D Preferred Stock.(2)
3.9 -- Articles of Amendment to the Certificate of Incorporation of
the Company dated as of March 31, 2000.(3)
4.1 -- Specimen of Common Stock Certificate.(4)
</Table>
-20-
<Table>
10.1 -- Form of Indemnity Agreement executed between the Company and
certain officers and directors.(6)
10.2 -- Lock-up and Voting Agreement dated March 24, 2002, by and
among Mobility Electronics, Inc., iGo Corporation and
certain Stockholders of iGo Corporation.(5)
24.1 -- None
</Table>
- --------
(1) Previously filed as an exhibit to Registration Statement No. 333-30264
dated February 11, 2000.
(2) Previously filed as an exhibit to Amendment No. 1 to Registration Statement
No. 333-30264 dated March 28, 2000.
(3) Previously filed as an exhibit to Amendment No. 2 to Registration Statement
No. 333-30264 dated May 4, 2000.
(4) Previously filed as an exhibit to Amendment No. 3 to Registration Statement
No. 333-30264 dated May 18, 2000.
(5) Previously filed as an exhibit to Mobility's Annual Report on Form 10-K for
the period ending December 31, 2001.
(6) Previously filed as an exhibit to Mobility's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.
All other schedules and exhibits are omitted because they are not applicable
or because the required information is contained in the Financial Statements or
Notes thereto.
-21-