1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period from to
--------------- --------------
Commission file number 0-26140
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HIGHWAYMASTER COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0352879
- ----------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1155 Kas Drive, Suite 100, Richardson, Texas 75081
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 301-2000
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Number of Shares Outstanding as of
Title of each class May 11, 1999
- ---------------------------- ----------------------------------
Common Stock, $.01 par value 24,985,860
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
Form 10-Q
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements:
Consolidated Balance Sheets at March 31, 1999
and December 31, 1998 1
Consolidated Statements of Operations for the
three months ended March 31, 1999 and 1998 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and 1998 3
Consolidated Statement of Changes in Stockholders' Equity
(Deficit) for the three months ended March 31,1999 4
Notes to Consolidated Financial Statements 5-6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-8
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 8
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
3
PART I - FINANCIAL INFORMATION
HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)
ASSETS
March 31, December 31,
1999 1998
--------- ---------
Current assets:
Cash and short-term investments $ 23,061 $ 26,169
Accounts receivable, net 14,525 14,585
Inventory 14,536 12,921
Pledged securities - current portion 12,974 12,974
Other current assets 9,004 714
--------- ---------
Total current assets 74,100 67,363
Network, equipment and software, net 21,130 20,649
Pledged securities - long-term portion 5,748 11,814
Other assets, net 3,338 3,300
--------- ---------
Total assets $ 104,316 $ 103,126
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 2,808 $ 11,362
Telecommunications costs payable 4,977 5,920
Accrued interest payable 541 3,784
Advance payments from customers 19,061 7,452
Other current liabilities 11,453 9,702
--------- ---------
Total current liabilities 38,840 38,220
Senior notes payable 91,795 91,697
--------- ---------
Total liabilities 130,635 129,917
--------- ---------
Stockholders' equity (deficit):
Preferred Stock -- --
Common Stock 253 252
Additional paid-in capital 149,562 149,481
Accumulated deficit (175,587) (175,977)
Treasury stock (547) (547)
--------- ---------
Total stockholders' equity (deficit) (26,319) (26,791)
Commitments and contingencies
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 104,316 $ 103,126
========= =========
See accompanying notes to consolidated financial statements.
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share)
Three months ended
March 31,
1999 1998
-------- --------
Revenues:
Product $ 4,340 $ 4,627
Service 12,741 11,096
-------- --------
Total revenues 17,081 15,723
-------- --------
Cost of revenues:
Product 3,144 3,747
Service (Note 5) 3,277 8,715
-------- --------
Total cost of revenues 6,421 12,462
-------- --------
Gross profit 10,660 3,261
-------- --------
Expenses:
General and administrative 3,389 3,334
Customer service 1,818 3,364
Sales and marketing 914 2,179
Engineering 647 1,409
Network services center 419 397
Depreciation and amortization 1,624 1,069
-------- --------
8,811 11,752
-------- --------
Operating income (loss) 1,849 (8,491)
Interest income 918 1,342
Interest expense (3,342) (4,440)
Other income (Note 5) 965 --
-------- --------
Income (loss) before income taxes 390 (11,589)
Income tax provision -- --
-------- --------
Net income (loss) $ 390 $(11,589)
======== ========
Per share:
Basic and diluted income (loss) $ 0.02 $ (0.47)
======== ========
Weighted average number of shares outstanding
Basic 24,993 24,899
======== ========
Diluted 25,444 24,899
======== ========
See accompanying notes to consolidated financial statements.
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three months ended
March 31,
----------------------
1999 1998
-------- --------
Cash flows from operating activities:
Net income (loss) $ 390 $(11,589)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization 1,624 1,069
Amortization of discount on notes payable 98 130
(Increase) decrease in accounts receivable 60 (493)
(Increase) in inventory (1,615) (1,755)
Increase (decrease) in accounts payable (8,554) 266
Increase (decrease) in accrued expenses and other
current liabilities 9,175 (2,634)
Other (8,426) 133
-------- --------
Net cash used in operating actitivies (7,248) (14,873)
-------- --------
Cash flows from investing actitivies:
Additions to network and equipment (1,831) (1,928)
Additions to capitalized software (177) (282)
Decrease in pledged securities 6,066 7,593
Decrease in temporary investments -- 3,261
Decrease in short-term investments 2,457 1,414
-------- --------
Net cash provided by investing activitie 6,515 10,058
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options 82 --
-------- --------
Net cash provided by financing activities 82 --
-------- --------
(Decrease) in cash and cash equivalents (651) (4,815)
Cash and cash equivalents, beginning of year 16,461 26,777
-------- --------
Cash and cash equivalents, end of year 15,810 21,962
Short-term investments 7,251 18,295
-------- --------
Cash and short-term investments $ 23,061 $ 40,257
======== ========
Supplemental cash flow information:
Interest paid $ 6,487 $ 8,212
======== ========
See accompanying notes to consolidated financial statements.
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
(in thousands, except share information)
Preferred Stock Common Stock Additional
--------------- ------------------- Paid-in
Shares Amount Shares Amount Capital
----- ------ ---------- ----- ---------
Stockholders' equity (deficit) at December 31, 1998 1,000 $ -- 25,210,983 $ 252 $ 149,481
Exercise of stock options 68,974 1 81
Net income
----- ------ ---------- ----- ---------
Stockholders' equity (deficit) at March 31, 1999 1,000 $ -- 25,279,957 $ 253 $ 149,562
===== ====== ========== ===== =========
Treasury Stock
---------------- Accumulated
Shares Amount Deficit Total
------- ------ ---------- --------
Stockholders' equity (deficit) at December 31, 1998 311,997 $(547) $ (175,977) $(26,791)
Exercise of stock options 82
Net income 390 390
------- ----- ---------- --------
Stockholders' equity (deficit) at March 31, 1999 311,997 $(547) $ (175,587) $(26,319)
======= ===== ========== ========
See accompanying notes to consolidated financial statements.
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
Notes To Consolidated Financial Statements
(Unaudited)
1. BUSINESS OVERVIEW
The Company develops and implements mobile communications
solutions, including integrated voice, data and position location
services, to meet the needs of its customers. The initial application
for the Company's wireless enhanced services has been developed for,
and is marketed and sold to, companies which operate in the long-haul
trucking market. The Company provides long-haul trucking companies with
a comprehensive package of mobile communications and management control
services at a fixed rate per minute, thereby enabling its trucking
customers to effectively monitor the operations and improve the
performance of their fleets. During the third quarter of 1998, the
Company began delivery of mobile communication units ("mobile units")
for use in a service vehicle application. The Company is currently
developing additional applications for its network to expand the range
of its commercial dispatch and tracking services to broader lines of
business.
The Company's revenues are derived primarily from the sales
and installation of mobile units and charges for its services.
2. BASIS OF PRESENTATION
The unaudited consolidated financial statements presented
herein have been prepared in accordance with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all footnote disclosures required by generally accepted accounting
principles. These consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial
statements for the year ended December 31, 1998. The accompanying
consolidated financial statements reflect all adjustments (all of which
are of a normal recurring nature except as described in Note 5) which
are, in the opinion of management, necessary for a fair presentation of
the Company's financial position, results of operations and cash flows
for the interim periods. The results for any interim period are not
necessarily indicative of the results for the entire year.
3. EARNINGS PER SHARE
Basic earnings per share for the three months ended March 31,
1998 and 1999 is computed using the weighted average number of shares
outstanding during the respective periods. Diluted earnings per share
for the three months ended March 31, 1999 is computed using the
weighted average shares from the basic calculation plus the number of
additional shares that would have been issued from the exercise of in
the money stock options, net of the shares that would be able to be
repurchased from the stock option proceeds (the "treasury stock
method"). The calculation of basic and diluted earnings per share is
identical for the three months ended March 31, 1998.
4. INVENTORIES
March 31, December 31,
1999 1998
------------ ------------
Complete systems $ 188,000 $ 1,577,000
Component parts 586,000 826,000
Equipment shipped not yet accepted 13,762,000 10,518,000
------------ ------------
$ 14,536,000 $ 12,921,000
============ ============
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5. UNUSUAL ITEMS
During the three months ended March 31, 1999 the Company
recorded the benefit of credits due from cellular carriers related to
1997 and 1998 based on a settlement agreement reached with GTE
Wireless, Inc. and GTE Telecommunications Incorporated on May 3, 1999.
These credits had not been previously recognized because of significant
uncertainty as to their ultimate collectibility. The effect of these
credits was to increase income by $3,724,000, of which $3,580,000 is
reflected as a reduction in "cost of service revenue" in the
accompanying Consolidated Statements of Operations.
Also, during the three months ended March 31, 1999, the
Company recorded the benefit from the settlement of the litigation with
AT&T Corp. The proceeds of this settlement, net of related expenses,
are reflected as "other income" in the accompanying Consolidated
Statements of Operations.
The increases in "other current assets" and "other accrued
liabilities" at March 31, 1999, in the accompanying Consolidated
Balance Sheets, are primarily due to accruals related to the above
items.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 Compared to Three Months Ended March
31, 1998
Total revenues increased 8.6% to $17.1 million in 1999 from $15.7
million in 1998. Product revenues decreased 6.2% from $4.6 million in 1998 to
$4.3 million in 1999. The Company continued shipping mobile units in connection
with a major contract received during 1998 for a service vehicle application.
However, the 3,706 mobile units shipped and placed in service during the first
quarter in connection with this contract are not reflected in product revenues
because the earning process was not complete at March 31, 1999. Service revenues
increased 14.8% to $12.7 million in 1999 as compared to $11.1 million in 1998
due to the increased installed base of mobile units. The installed base of
mobile units increased 47.4% to 52,263 mobile units at March 31, 1999 from
35,454 mobile units at March 31, 1998. Average monthly revenue per mobile unit
decreased 21.1% to $82.57 in 1999 from $104.64 in 1998. This decrease is caused
by (i) the decision in the second quarter of 1998 to cancel the personal calling
accounts promotion and strengthen credit policies related to personal calling
accounts, thereby reducing personal calling revenues, and (ii) the increasing
proportion of service vehicles in the installed base. Average revenue for
service vehicles is less than that of long-haul trucking because of different
product functionality.
Product gross profit margin was 27.6% in 1999 compared to 19.0% in
1998. The improvement in product gross profit margin is primarily attributable
to an increase in the average sales price per mobile unit combined with a
decrease in the average cost per mobile unit sold. Variations in the average
sales price per mobile unit occur as a result of product mix and tier pricing.
The lower average cost per mobile unit is attributable to lower costs as a
result of completing the transition to a new manufacturer effective April
1,1998.
Service gross profit margin was 74.3% in 1999 compared to 21.5% in
1998. As more fully described in Note 5 to the accompanying consolidated
financial statements, during 1999 the Company recorded $3.6 million of credits
due from cellular carriers related to prior years. Excluding the effect of these
credits, service gross profit margin would have been 46.2%. The increase in
service margin from 21.5% to 46.2% is primarily as a result of (i) the
additional access fees generated by the 45.7% increase in the average installed
base of mobile units from the first quarter of 1998 to the first quarter of
1999, (ii) the effect of a new lower cost contract with one of the Company's
major vendors that was retroactively effective in the first quarter of 1999 and
(iii) the effect of technical adjustments and modifications implemented to
reduce the amount of airtime costs incurred that are not billable to customers.
Operating expenses decreased 25.0% to $8.8 million in 1999 from $11.8
million in 1998. This decrease is primarily as a result of the restructuring
decisions made in the second and third quarters of 1998. The average number of
employees decreased 35.0% from the first quarter of 1998 to the first quarter of
1999. Sales and marketing expense and engineering expense decreased
significantly because the first quarter of 1998 included significant advertising
and development costs associated with products that were discontinued in the
third quarter of 1998. General and administrative expense decreased
significantly, but the decreases were offset by an increase in bad debt expense
of approximately $0.4 million. The Company records bad debt expense as a percent
of sales. The increase in bad debt expense is due to the increase in sales from
1998 to 1999 and due to an increase in the percentage rate used for the
calculation of the bad debt provision based on experience gained during 1998.
Interest income was $0.9 million in 1999 compared to $1.3 million in
1998. Interest expense was $3.3 million in 1999 compared to $4.4 in 1998. The
change in these relationships reflects the lower average outstanding balances
during 1999 in cash and short-term investments and Senior Notes payable.
Other income reflects the proceeds from the settlement of the
litigation with AT&T Corp., net of related costs.
7
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LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and short-term investments balances decreased $3.1
million from $26.2 million at December 31, 1998 to $23.1 million at March 31,
1999. The Company's first quarter 1999 operating results, excluding unusual
items, are in line with the Company's expectations as a result of the
restructuring. However, essential to the Company's viability is the successful
completion of the major contract under which the Company has installed 12,392
mobile units from contract inception through March 31, 1999. Should this
contract not be successfully completed, the Company may be required to refund
the $19.1 million of advance payments received on this contract as reflected in
the accompanying Consolidated Balance Sheet. Management expects this contract
will be successfully completed during 1999. Based on the Company's projected
operating results, the Company believes its existing capital resources will be
sufficient to fund its currently anticipated operating needs and capital
expenditure requirements for the next twelve months. However, the Company's
future cash flow from operations and operating requirements may vary depending
on a number of factors in addition to the successful completion of the above
referenced contract, including the rate of installation of mobile units, the
level of competition, success of new products, general economic conditions and
other factors beyond the Company's control.
The Company's capital resources may be insufficient to fund its
operating needs, capital expenditures and debt service requirements in the
long-term. The Company believes that, in order to address its long-term capital
requirements, it will need to take steps to (i) increase the installed base of
mobile units in service and improve the efficiency of its operations, so as to
reduce or eliminate its operating losses, or (ii) obtain additional sources of
debt or equity financing. The Company's ability to obtain additional debt
financing is materially restricted under the terms of the Indenture governing
the Senior Notes. There can be no assurance that the Company would be able to
obtain additional debt and equity financing on satisfactory terms, if at all.
FORWARD LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report, including without
limitation, certain statements in this Item 2 under the captions "---Results of
Operations" and "---Liquidity and Capital Resources," may constitute forward
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. There can be no
assurances that the Company will be able to continue to maintain or increase
gross service margins and revenues, reduce operating costs or achieve sustained
operational profitability. Important factors that could cause actual results to
differ materially from the Company's expectations ("cautionary statements") are
disclosed in this report and the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 (under the caption "Business --- Risk Factors" and
elsewhere). All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material exposure to market risk
associated with its cash and short-term investments. The Company's Senior Notes
payable are at a fixed rate and, thus, are not exposed to interest rate risk.
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HIGHWAYMASTER COMMUNICATIONS, INC. AND SUBSIDIARY
PART II - OTHER INFORMATION
Item 1. Legal Proceedings --
AT&T Litigation. As previously reported, on February 16, 1996, the
Company filed a lawsuit in the U.S. District Court, Northern District
of Texas, Dallas Division against AT&T Corp. ("AT&T") and Lucent
Technologies, Inc. ("Lucent") alleging, among other things, trade
secret misappropriation, patent infringement and breach of contract.
The Company, AT&T and Lucent are in the process of formalizing the
settlement agreements and dismissing the lawsuit.
Aeris Litigation. On February 23, 1999, Aeris Communications, Inc.
filed an Original Complaint against the Company in the United States
District Court for the Northern District of California alleging that
the certain of the Company's products may infringe Aeris' United States
Patent No. 5,594,740. Aeris has not served the lawsuit pursuant to a
standstill agreement reached between the parties. The parties are
currently in negotiations in an effort to resolve the disputes.
However, there can be no assurance that the Company will be able to
resolve these disputes. If it were determined that any of the Company's
products infringed a valid patent held by Aeris, the Company may be
required to cease marketing of such products, to obtain licenses (which
might require the payment of past and future royalties) from Aeris or
to redesign such products to avoid infringement. There can be no
assurance that the Company would be able to obtain licenses on
commercially reasonable terms, or that it would be able to design and
incorporate alternative technologies, without a material adverse effect
on the Company and its business, financial condition and results of
operations. Reference is made to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 for additional
information regarding this lawsuit.
Item 2. Changes in Securities -- None.
Item 3. Defaults Upon Senior Securities -- None.
Item 4. Submission of Matters to a Vote of Security Holders -- None
Item 5. Other Information -
GTE Wireless, Inc. ("GTE Wireless") and GTE Telecommunications
Incorporated (GTE- TSI"). As reported in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, a dispute had
arisen between GTE Wireless, GTE-TSI and the Company related to the
execution of a Transition Agreement and certain intellectual property
provisions in the Fleet-on-Track Service Agreement.
On May 3, 1999, GTE-TSI, GTE Wireless and the Company reached
a global resolution of all contractual and intellectual property
disputes between the companies. As part of the resolution, on May 3,
1999, GTE-TSI and the Company executed a new Fleet-on-Track Service
Agreement with reduced service fee pricing. In exchange for a release
and covenant not to sue, GTE Wireless paid the Company credits due from
cellular carriers for improperly billed cellular calls, and GTE-TSI
discharged certain service fees owed by the Company to GTE-TSI.
Additionally, GTE Wireless provided the Company with a release of and
covenant not to sue over certain alleged claims arising out of the GTE
Wireless service agreement. Finally, the Company granted to GTE-TSI a
fully paid-up, royalty free, non-exclusive license to certain patents
and patents pending owned by the Company. Furthermore, GTE Wireless and
the Company executed a Transition Agreement wherein GTE Wireless will
continue to provide the services until the earlier of September 30,
1999 or the date that the Company actually transitions to Southwestern
Bell Mobile Systems, Inc. ("SBMS"), its new administrative carrier.
9
12
There can be no assurances that the Company will be able to
transition to SBMS without incident and the failure to transition to
SBMS without incident may have a material adverse effect on the
Company's business, financial condition or results of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See the Index to Exhibits.
(b) Reports on Form 8-K - None
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SIGNATURES
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.
HIGHWAYMASTER COMMUNICATIONS, INC.
Date: May 12, 1999
By: /s/ Jana Ahlfinger Bell
-------------------------------------
Jana Ahlfinger Bell
President and Chief Executive Officer
By: /s/ W. Michael Smith
-------------------------------------
W. Michael Smith
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER TITLE
------- -----
3.1 - Certificate of Incorporation of the Company, as amended.(1)(9)
3.2 - Amended and Restated By-Laws of the Company.(13)
4.1 - Specimen of certificate representing Common Stock, $.01 par value,
of the Company.(1)
4.2 - Warrant Certificate, dated September 27, 1996, issued to SBW.(7)
4.3 - Recapitalization Agreement, dated September 27, 1996, by and among
the Company, the Erin Mills Stockholders, the Carlyle Stockholders
and the other persons named therein.(7)
4.4 - Amended and Restated Stockholders' Agreement, dated September 27,
1996, by and among the Company, SBW, the Erin Mills Stockholders,
the Carlyle Stockholders, the By-Word Stockholders and the other
persons named therein.(7)
4.5 - Indenture dated September 23, 1997 by and among the Company,
HighwayMaster Corporation and Texas Commerce Bank, National
Association.(12)
4.6 - Pledge Agreement dated September 23, 1997 by and among the Company,
Bear, Stearns & Co. Inc. and Smith Barney Inc.(12)
4.7 - Registration Rights Agreement dated September 23, 1997 by and among
the Company, HighwayMaster Corporation, Bear, Stearns & Co. Inc. and
Smith Barney Inc.(12)
4.8 - Warrant Agreement dated September 23, 1997 by and among the Company,
Bear, Stearns & Co. Inc. and Smith Barney Inc.(12)
4.9 - Warrant Registration Rights Agreement dated September 23, 1997 by
and among the Company, Bear, Stearns & Co. Inc. and Smith Barney,
Inc.(12)
10.1 - License Agreement, dated April 23, 1992, by and between Voice
Control Systems and the Company (as successor to By-Word
Technologies, Inc.)(1)
10.2 - Second Amendment to Employment Agreement, dated September 1, 1998,
by and between HighwayMaster Corporation and William C. Saunders.
(16)
10.3 - Agreement and General Release, dated September 30, 1998, by and
between HighwayMaster Corporation and William C. Kennedy, Jr.(15)
10.4 - Release of HighwayMaster Communications, Inc. and HighwayMaster
Corporation by William C. Saunders, dated December 15, 1998. (16)
10.5 - Release of William C. Saunders by HighwayMaster Communications, Inc.
and HighwayMaster Corporation, dated December 15, 1998. (16)
10.6 - Amended and Restated 1994 Stock Option Plan of the Company, dated
February 4, 1994, as amended.(1)(5)(6)
10.7 - Purchase Agreement, dated September 27, 1996, between the Company
and SBW.(7)
10.8 - Mobile Communications (Voice and Data) Services Agreement, dated as
of July 15, 1993, between the Company and EDS Personal
Communications Corporation.(1)(2)
10.9 - Stock Option Agreement, dated June 22, 1998, by and between the
Company and John Stupka. (16)
10.10 - Services Agreement, dated March 20, 1996, between the Company and
GTE-Mobile Communications Service Corporation.(3)(4)
10.11 - Acknowledgment by William C. Saunders dated December 15, 1998. (16)
10.12 - Amendment dated November 16, 1995 to that certain Mobile
Communications (Voice and Data) Services Agreement, dated as of
July 15, 1993, between the Company and EDS Personal Communications
Corporation.(3)(4)
10.13 - Mutual Separation and Release, dated December 22, 1998, by and
between HighwayMaster Corporation and Gordon D. Quick. (16)
10.14 - Product Development Agreement, dated December 21, 1995, between the
Company and IEX Corporation.(3)(4)
15
10.15 - Technical Services Agreement, dated September 27, 1996, between the
HighwayMaster Corporation and SBW.(7)
10.16 - Letter Agreement, dated February 19, 1996, between the Company and
IEX Corporation.(3)
10.17 - Form of Adoption Agreement, Regional Prototype Cash or Deferred
Profit-Sharing Plan and Trust Sponsored by McKay Hochman Co., Inc.,
relating to the HighwayMaster Corporation 401(k) Plan. (1)
10.18 - February 27, 1997 Addendum to Original Employment Letter dated
September 19, 1997 by and between the HighwayMaster Corporation and
Robert LaMere. (16)
10.19 - Software Transfer Agreement, dated April 25, 1997 between the
Company and Burlington Motor Carriers, Inc.(9)(10)
10.20 - Employment Agreement, dated June 3, 1998, by and between
HighwayMaster Corporation and Todd A. Felker. (16)
10.21 - Employment Agreement, dated June 3, 1998, by and between
HighwayMaster Corporation and William McCausland.(16)
10.22 - Employment Agreement, dated May 29, 1998, by and between
HighwayMaster Corporation and Jana Ahlfinger Bell. (14)
10.23 - Lease Agreement, dated March 20, 1998, between HighwayMaster
Corporation and Cardinal Collins Tech Center, Inc.(15)
10.24 - First Amendment to Employment Agreement, dated September 15, 1998,
by and between HighwayMaster Corporation and Jana A. Bell. (16)
10.25 - Employment Agreement, dated November 24, 1998, by and between
HighwayMaster Corporation and Michael Smith. (16)
10.26 - September 18, 1998 Amended and Restated Stock Option Agreement of
May 29, 1998, by and between the Company and Jana Ahlfinger Bell.
(16)
10.27 - Stock Option Agreement, dated August 12, 1998, by and between the
Company and Jana Ahlfinger Bell. (16)
10.28 - Stock Option Agreement, dated September 18, 1998, by and between
the Company and Jana Ahlfinger Bell. (16)
10.29 - September 18, 1998 Amended and Restated Stock Option Agreement of
February 29, 1996, by and between the Company and William H.
McCausland. (16)
10.30 - Stock Option Agreement, dated September 18, 1998, by and between
the Company and William H. McCausland. (16)
10.31 - September 18, 1998 Amended and Restated Stock Option Agreement of
April 25, 1997, by and between the Company and Robert LaMere. (16)
10.32 - September 18, 1998 Amended and Restated Stock Option Agreement of
June 3, 1998, by and between the Company and Todd A. Felker (16)
10.33 - Stock Option Agreement of November 24, 1998, by and between the
Company and Michael Smith. (16)
10.34 - Stock Option Agreement, dated April 4, 1995, by and between the
Company and Terry Parker. (16)
10.35 - Agreement No. 980427 between Southwestern Bell Telephone Company,
Pacific Bell, Nevada Bell, Southern New England Telephone and
HighwayMaster Corporation executed on January 13, 1999 (17)(18)
10.36 - Administrative Carrier Agreement entered into between HighwayMaster
and Southwestern Bell Mobile Systems, Inc. on March 30, 1999 (17)(18)
10.37 - Addendum to Agreement entered into between HighwayMaster and
International Telecommunication Data Systems, Inc. on February 4,
1999 (17)(18)
10.38 - Second Addendum to Agreement entered into between HighwayMaster and
International Telecommunication Data Systems, Inc. on February 4,
1999 (17)(18)
10.39 - Manufacturing and Equipment Purchase Agreement entered into between
HighwayMaster and Wireless Link Corporation on March 9, 1999 (17)(18)
10.40 - Agreement entered into between HighwayMaster and Cellemetry LLC on
January 19, 1999 (17)(18)
10.41 - Agreement entered into between HighwayMaster and Cellemetry LLC on
January 19, 1999 (17)(18)
16
10.42 - Agreement entered into between HighwayMaster and Cellemetry LLC on
January 19, 1999 (17)(18)
10.43 - Agreement entered into between HighwayMaster and Cellemetry LLC on
January 7, 1999 (17)(18)
11 - Statement re Computation of Per Share Earnings (18)
27 - Financial Data Schedule (18)
- ---------
(1) Filed in connection with the Company's Registration Statement on Form S-1,
as amended (No. 33-91486) effective June 22, 1995.
(2) Certain confidential portions deleted pursuant to Order Granting
Application for Confidential Treatment issued in connection with
Registration Statement on Form S-1 (No. 33-91486) effective June 22, 1995.
(3) Filed in connection with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
(4) Certain confidential portions deleted pursuant to Application for
Confidential Treatment filed in connection with the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995.
(5) Indicates management or compensatory plan or arrangement required to be
identified pursuant to Item 14(a)(4).
(6) Filed in connection with the Company's Form 10-Q Quarterly Report for the
quarterly period ended June 30, 1996.
(7) Filed in connection with the Company's Current Report on Form 8-K filed on
October 7, 1996.
(8) Filed in connection with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
(9) Filed in connection with the Company's Form 10-Q Quarterly Report for the
quarterly period ended March 31, 1997.
(10) Certain confidential portions deleted pursuant to Order Granting
Application for Confidential Treatment issued in connection with the
Company's Form 10-Q Quarterly Report for the quarterly period ended March
31, 1997.
(11) Filed in connection with the Company's Form 10-Q Quarterly Report for the
quarterly period ended June 30, 1997.
(12) Filed in connection with the Company's Registration Statement on Form S-4,
as amended (No. 333-38361).
(13) Filed in connection with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
(14) Filed in connection with the Company's Form 10-Q Quarterly Report for the
quarterly period ended June 30, 1998.
(15) Filed in connection with the Company's Form 10-Q Quarterly Report for the
quarterly period ended September 30, 1998.
(16) Filed in connection with the Company's Form 10-K fiscal year ended December
31, 1998.
(17) Certain confidential portions deleted pursuant to Application for
Confidential Treatment filed on even date herewith.
(18) Filed herewith.