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 October 27, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to
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Commission file number 0-17168
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FASTCOMM COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 54-1289115
- --------------------------------- ----------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
45472 Holiday Drive
Dulles, Virginia 20166
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(Address of principal executive offices, Zip code)
(703) 318-7750
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(Registrants telephone number, including area code)
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 .
--- ---
As of December 7, 2001, there were 29,818,677 shares of the Common Stock, par
value $.01 per share, of the registrant outstanding.
No exhibits are filed with this report, which consists of 17 consecutively
numbered pages.
FASTCOMM COMMUNICATIONS CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements
Consolidated Statements of Operations
Fiscal quarter and two fiscal quarters ended
October 27, 2001 and October 28, 2000.........................................................3
Consolidated Balance Sheets
October 27, 2001 and April 30, 2001...............................................................4
Consolidated Statements of Cash Flows
Two fiscal quarters ended
October 27, 2001 and October 28, 2000.............................................................5
Summary of Accounting Policies....................................................................6
Notes to Consolidated Financial Statements ....................................................7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................................10-15
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................................................16
SIGNATURES.........................................................................................................17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Fiscal quarter ended Two fiscal quarters ended
------------------------------- -------------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenue $ 906,892 $ 4,200,675 $ 2,297,298 $ 7,848,608
Expenses
Cost of sales 384,390 1,463,163 1,045,520 2,863,346
Selling, general and administrative 1,121,666 1,723,887 2,114,810 3,492,790
Research and development 673,904 1,493,615 1,331,020 2,805,038
Depreciation and amortization 958,346 1,019,171 1,916,729 1,955,828
Impairment of long-lived assets 5,600,000 -- 5,600,000 --
------------ ------------ ------------ ------------
Loss from operations (7,831,414) (1,499,161) (9,710,781) (3,268,394)
Other income (expense)
Other income 19,698 100,263 19,698 101,896
Interest income -- 5,258 -- 12,038
Interest expense (185,986) (100,369) (352,877) (187,927)
------------ ------------ ------------ ------------
Net loss (7,997,702) (1,494,009) (10,043,960) $ (3,342,297)
------------ ------------ ------------ ------------
Dividend on prepaid warrants (46,482) (36,311) (92,957) (36,311)
Net loss attributable to common shareholders $ (8,044,184) $ (1,530,320) $(10,136,917) $ (3,378,608)
============ ============ ============ ============
Basic and diluted loss per share $ (0.27) $ (0.06) $ (0.35) $ (0.13)
Weighted average number of shares 29,647,690 26,416,001 29,375,663 26,221,596
See accompanying notes to unaudited consolidated financial statements
3
FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
October 27, April 30,
2001 2001
------------ ------------
(unaudited)
Current assets
Cash and cash equivalents $ 2,326 $ 69,125
Accounts receivable, net 678,044 1,379,526
Inventories, net 2,231,122 2,759,284
Prepaid and other 369 13,628
------------ ------------
2,911,861 4,221,563
Property and equipment, net 735,329 1,147,594
Deferred investment advisory fee -- 120,172
Goodwill, net 1,610,988 8,714,070
Other assets 38,828 18,830
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$ 5,297,006 $ 14,222,229
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of notes payable $ 1,000,000 $ 1,000,000
Accounts receivable financing loan 145,608 356,200
Current portion of capital lease obligations -- 1,519
Checks issued against future deposits -- 111,278
Accounts payable 2,299,756 3,074,381
Accrued compensation 287,043 978,011
Other current liabilities 1,513,165 1,556,283
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5,245,572 7,077,672
Convertible debentures 3,250,892 732,643
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8,496,464 7,810,315
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Shareholders' equity
Common stock, $.01 par value, 297,186 290,666
(50,000,000 shares authorized; 26,504,665 and
29,718,623 issued and outstanding)
Additional paid in capital 49,238,676 48,812,608
Accumulated deficit (52,735,320) (42,691,360)
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Total shareholders' equity (3,199,458) 6,411,914
------------ ------------
$ 5,297,006 $ 14,222,229
============ ============
See accompanying notes to unaudited consolidated financial statements
4
FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Two fiscal quarters ended
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October 27, October 28,
2001 2000
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Operating activities
Net loss $(10,043,960) $ (3,342,297)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 1,916,729 1,955,828
Impairment of long-lived assets 5,600,000 --
Writeoffs of accounts receivable (1,007,287) (11,713)
Provision for bad debt 164,657 --
Provision for inventory obsolescense 150,000 198,661
Non cash interest expense on convertible debentures 152,234 28,785
Amortization of deferred investment advisory fee 120,172 180,258
Changes in assets and liabilities
Accounts receivable 1,544,112 (1,741,616)
Inventories 378,162 (1,462,689)
Prepaid and other current assets 13,259 (211,630)
Other assets (19,998) (1,179)
Accounts payable and accrued compensation (1,465,594) 647,657
Other current liabilities (244,514) (258,462)
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Net cash used in operating activities (2,742,028) (4,018,397)
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Investing activities
Additions of property, plant and equipment (1,382) (127,892)
Increase in acquisition costs -- (109,645)
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Net cash used in investing activities (1,382) (237,537)
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Financing activities
Checks issued against future deposits (111,278) --
Net proceeds from the issuance of common stock -- 1,170,400
Net proceeds from the issuance of prepaid warrants -- 3,079,450
Net proceeds from issuance of convertible debenture 3,000,000 --
Net proceeds from exercise of warrants and options
361,521
Repayments on capital lease obligations (1,519) (9,847)
Repayments of accounts receivable line of credit (210,592) (573,926)
Increase in restricted cash -- (70,400)
------------ ------------
Net cash provided by financing activities 2,676,611 3,957,198
------------ ------------
Net increase (decrease) in cash and cash equivalents (66,799) (298,736)
Cash and cash equivalents, beginning of period 69,125 548,136
------------ ------------
Cash and cash equivalents, end of period $ 2,326 $ 249,400
============ ============
See accompanying notes to unaudited consolidated financial statements
5
FASTCOMM COMMUNICATIONS CORPORATION
SUMMARY OF ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Certain estimates used by
management are particularly susceptible to significant changes in the economic
environment. These include estimates of inventory obsolescence, valuation
allowances for trade receivables and deferred tax assets and evaluation of the
impairment of goodwill. Each of these estimates, as well as the related amounts
reported in the financial statements, are sensitive to near term changes in the
factors used to determine them. A significant change in any one of those factors
could result in the determination of amounts different than those reported in
the financial statements. Management believes that as of October 27, 2001, the
estimates used in the financial statements are adequate based on the information
currently available.
REVENUE RECOGNITION
Revenues from product sales are recognized at the time of product shipment. An
allowance is provided for estimated sales returns and un-collectible accounts.
Also, the Company establishes a reserve for estimated warranty claims at the
time of product shipment.
GOODWILL
The Company has recorded goodwill based on the difference between the cost and
the fair value of certain purchased assets and it is being amortized on a
straight-line basis over the estimated period of benefit, which ranges from 4 to
7 years. The Company periodically evaluates the goodwill for possible
impairment. The analysis consists of a comparison of future projected cash flows
to the carrying value of the goodwill. Any excess goodwill would be written off
due to impairment.
ASSET IMPAIRMENT
In accordance with Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of ("SFAS 121"), the Company periodically evaluates the carrying
value of long-lived assets when events and circumstances warrant such a review.
The carrying value of a long-lived asset is considered impaired when the
anticipated undiscounted cash flow from such asset is separately identifiable
and is less than the carrying value. In that event, a loss is recognized based
on the amount by which the carrying value exceeds the fair market value of the
long-lived asset. Fair market value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
RECENT ACCOUNTING PRONOUNCEMENT
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Accounting Standards No. 142, "Accounting for Goodwill" ("SFAS 142"). SFAS
142 establishes accounting standards for existing goodwill related to purchase
business combinations. Under the Statement, the Company would discontinue the
periodic amortization of goodwill effective with the adoption of the Statement.
Also, the Company would have to test any remaining goodwill for possible
impairment within the first six months of adopting the Statement based on new
valuation criteria set forth in the Statement. Based on information available,
the Company estimates that annual amortization expense will be reduced
approximately $3,000,000 as the Company believes all goodwill will be written
down or amortized to expense by April 30, 2002. The Statement becomes effective
in fiscal 2003.
6
FASTCOMM COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements of FastComm
Communications Corporation (the "Company") have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. These financial statements should be read
in conjunction with the consolidated financial statements and related footnotes
included in the Company's latest Annual Report on Form 10-K.
In the opinion of Management, the consolidated financial statements reflect all
adjustments considered necessary for a fair presentation and all such
adjustments are of a normal and recurring nature. The results of operations as
presented in this report are not necessarily indicative of the results to be
expected for the fiscal year ending April 30, 2002.
The Company's fiscal year ends on April 30. For interim reporting purposes the
interim fiscal quarters are closed on the first weekend following the calendar
quarter end date, unless the quarter end date falls on a weekend, in which case
such weekend is used as the interim fiscal quarter end. The fiscal quarters
ended October 27, 2001 and October 28, 2000 each consisted of 91 calendar days.
2. EARNINGS (LOSS) PER SHARE
Net income (loss) per common share is calculated using the weighted average
number of shares of common stock outstanding and common share equivalents
outstanding for the period. For the quarters presented, the earnings per share
calculation does not include common share equivalents in that the inclusion of
such equivalents would be antidilutive.
3. IMPAIRMENT OF LONG-LIVED ASSETS
Net revenues generated by the Company's signaling product line declined from
$5.6 million for the six months ended October 28, 2000 to $1.6 million for the
six months ended October 27, 2001. Accordingly, the Company initiated a review
for possible impairment of the related long-lived assets as required under
generally accepted accounting principles.
The Company evaluated the long-lived assets of its signaling product line, which
consisted of goodwill associated with the acquisition of Cronus Technologies,
for impairment in accordance with SFAS No, 121, "Accounting for the Impairment
of Long-lived Assets and for Long-lived Assets to be Disposed of." The review
was based on future undiscounted cash flows. Based on this calculation, the
Company recorded an impairment charge of $5,600,000 in the current fiscal
quarter to reduce goodwill to its estimated net realizable value.
4. INVENTORIES
Inventories are valued at the lower of cost or market and consist of the
following:
October 27, April 30,
2001 2001
--------------------------------
Production materials $ 1,499,534 $ 1,366,116
Work in process 360,430 487,209
Finished goods 371,158 905,959
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$ 2,231,122 $ 2,759,284
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5. ACCOUNTS RECEIVABLE FINANCING AGREEMENT
On February 6, 2001, the Company entered into an accounts receivable financing
agreement with Alliance Financial Capital, Inc. Under the terms and conditions
of this agreement, the Company can borrow up to the lesser of $3,000,000 or up
to 85% of eligible accounts receivable, as defined in the agreement. The
accounts receivable financing agreement bears interest at the prime rate plus
1.0% plus an additional 1.5% per invoice funded. The term of this agreement is
for twelve months with a minimum average daily account balance of $750,000.
7
6. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF RISK
The fiscal quarter ended October 27, 2001 includes sales of $236,000 to one
unrelated third party that represented 26% of total revenues. The fiscal quarter
ended October 28, 2000 includes sales of $1,142,000 and $518,000 representing
27% and 12% of total revenues to two unrelated third parties.
7. INCOME TAXES
The Company has estimated its annual effective tax rate at 0% due to uncertainty
over the level of earnings in fiscal 2002. Also, the Company has net operating
loss carryforwards for income tax reporting purposes for which no income tax
benefit has been recorded due to uncertainty over generation of future taxable
income.
8. LONG TERM DEBT
In May 2001, the Company raised $3,000,000 through the sale of a 10% senior
secured convertible debenture to Wesley Clover Corporation. All or any portion
of this Debenture may be converted into shares of common stock of the Company by
dividing the aggregate principle amount converted together with all accrued but
unpaid interest to the date of conversion by $0.446. The entire debenture plus
accrued interest is due and payable in a single installment on June 8, 2006,
unless sooner accelerated or converted into shares of common stock. In
connection with this investment, the Company also issued warrants entitling
Wesley Clover to purchase 3,363,229 shares of common stock of the Company for
$0.5575 per share. The warrants expire on June 8, 2006 and may be called for
redemption, by the Company, at such time as the bid price of the Company's
shares of common stock remains above $1.12 for 30 (thirty) consecutive trading
days.
The Company valued the warrant component of this investment at $525,546 using
the Black-Scholes valuation model, and accordingly, recorded this amount as a
discount. This discount will be amortized into interest expense over the five
year life of the warrants. Amortization charges to interest expense of $26,277
have been recorded in the current fiscal quarter. On a fiscal year to date
basis, such charges total $43,795.
9. STOCK OPTIONS
The Company has both qualified and non-qualified stock option plans (the
"Plans") under which options to purchase up to 4,750,000 shares of common stock
may be granted to officers, directors and other key employees of the Company.
The exercise price of each option may not be less than 100% of the fair market
value of the stock on the date of grant for incentive stock options or 85% of
such fair market value for non-qualified stock options, as determined by the
Board. Generally, options vest over a three year period and expire five years
from the date of grant and, in most cases, upon termination of employment. The
following table relates to options granted, exercised and cancelled during the
six month period ended October 27, 2001:
Number of
Shares Price per share
--------- ---------------
Outstanding at April 30, 2001 3,783,765 $0.25 to $12.00
Granted during the period 432,000 $0.30 to $0.51
Cancelled during the period (595,634) $0.30 to $3.97
---------
Outstanding at October 27, 2001 3,620,131 $0.25 to $12.00
The Company has adopted the disclosure-only provisions of SFAS-No. 123
"Accounting for Stock Based Compensation", but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its stock
option plans. For SFAS No. 123 purposes, the weighted average fair value of each
option granted during the quarter has been estimated as of the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions: risk-free interest rate of 6.4%, expected volatility of 95%,
expected option life of 5 years and dividend payout rate of zero. Using these
assumptions, the weighted average fair value of the stock options granted is
$0.28 for the quarter ended October 27, 2001. There were no adjustments made in
calculating the fair value to account for vesting provisions or for
non-transferability or risk of forfeiture.
8
If the Company had elected to recognize compensation cost based on the fair
value at the grant dates for options issued under the plans described above,
consistent with the method prescribed by SFAS No. 123, net loss applicable to
common shareholders and loss per share would have been changed to the pro forma
amounts indicated below:
Six months ended Six months ended
Net loss applicable to common shareholders: October 27, 2001 October 28, 2000
As reported $(10,136,917) $ (3,378,608)
Proforma $(10,568,872) $ (4,169,072)
Basic and diluted loss per share:
As reported $ (0.35) $ (0.13)
Proforma $ (0.36) $ (0.16)
As part of a program to retain its employees, the Company adopted a program to
re-price the options of its current employees. The Company also re-priced the
options issued to its board of directors and to its chairman of the board. Under
the program, the exercise price of current stock options was changed to $0.51
per share. Although each employee could elect not to participate in this
program, the exercise price of approximately 2.5 million options was changed to
the lower price. Under applicable accounting rules, the Company will have to
account for future variations in the price of its common stock above $0.51 per
share as compensation expense until the re-priced options are either exercised,
cancelled or expire. This calculation will be made each quarter based upon the
performance of the Company's common stock in that quarter. Accordingly,
operating results and earnings per share will be subjected to potentially
significant fluctuations based upon changes in the market price of the Company's
common stock. For the quarter and six months ended October 27, 2001, operating
results and earnings per share were not impacted by this re-pricing because the
price of the common stock at the end of both periods was below $0.51 per share.
10. RESTRUCTURING COSTS
In fiscal year 2001, the Company commenced a broad restructuring aimed at
achieving profitability and positive cash flow in its fiscal year 2002.
Accordingly, in fiscal year 2001, the Company established a $618,000 liability
for future cash expenditures associated with this restructuring. During the
current fiscal year, the Company charged $195,000 against this liability. The
Company anticipates that the remainder of this liability will be paid in the
current fiscal year.
11. COMMITMENTS AND CONTINGENCIES
A supplier of parts for the Company's integrated access device product line has
filed an action against the Company. The Plaintiff seeks $96,581 for goods sold
and delivered, $280,662 for goods allegedly manufactured but not yet delivered
and $380,015 for parts allegedly ordered by Plaintiff to fulfill anticipated
orders. The Company filed its answer to the complaint, is presently engaged in
discovery and intends to vigorously defend this case.
On January 29, 2001, two individuals holding subordinated senior notes totaling
$1,000,000 commenced an action in the Circuit Court, Cook County, Illinois
against the Company, Cronus, certain former principal shareholders of Cronus and
a liquidating trust established by Cronus and its trustees seeking repayment of
the notes, together with accrued interest. The Company settled the principal
claims on November 30, 2001. The settlement will involve the liquidation of
principal and interest over a six month period, which may be extended in certain
circumstances and the issuance of warrants to purchase shares of the Company's
common stock at a premium to current market price. Three remaining co-defendants
in this lawsuit have filed cross-claims for indemnification against the Company.
The Company has denied liability for indemnification in the circumstances of the
lawsuit. The Company has filed answers, which include counterclaims, to each
claim for indemnity.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FUTURE PROSPECTS
RECENT FUNDING
In May 2001, the Company raised $3,000,000 through the sale of a 10% senior
secured convertible debenture ("Debenture") to Wesley Clover Corporation. All or
any portion of this Debenture may be converted into shares of common stock of
the Company by dividing the aggregate principle amount converted together with
all accrued but unpaid interest to the date of conversion by $0.446. The entire
debenture plus accrued interest is due and payable in a single installment on
June 8, 2006, unless sooner accelerated or converted into shares of common stock
of the Company. In connection with this investment, the Company also issued
warrants entitling Wesley Clover to purchase 3,363,229 shares of common stock of
the Company for $0.5575 per share. The warrants expire on June 8, 2006 and may
be called for redemption, by the Company, at such time as the bid price of the
Company's shares of common stock remains above $1.12 for 30 consecutive trading
days.
The Company valued the warrant component of this investment at $525,546 using
the Black-Scholes valuation model, and accordingly, recorded this amount as a
discount. This discount will be amortized into interest expense over the five
year life of the warrants. Amortization charges to interest expense of $26,277
have been recorded in the current fiscal quarter. On a fiscal year to date
basis, such charges total $43,795.
When and if exercised, the unexercised warrants associated with this offering
and other prior offerings and agreements would generate a maximum of $13,000,000
in additional cash for the Company. The Company can give no assurance as to
whether any warrants will be exercised, nor to the amount of cash that will be
generated, if any of these securities are exercised.
SIGNALING OPPORTUNITIES
In May 2001, FastComm announced the SignalPath Release 7 software which
increases performance and system availability in its SignalPath Signaling
Gateway product line. Release 7 software has more capacity and supports higher
calling volumes which in turn means more revenues for carriers who use the
Signaling Gateway product in their networks. This release lays the foundation
for future products aimed at supporting large capacity switch vendors who are
looking to replace entirely the circuit-switch technology used by incumbent
telecom providers with packet networks. The potential market for such products
is quite large, and worldwide revenues are expected to expand from approximately
$700 million in 2001 to $7 billion in 2004 according to market research
estimates.
The competitive environment that exists in the telecommunications marketplace
today dictates that the telecommunications carriers and Internet Service
Providers must seek additional revenue sources. Voice over internet protocol
(VoIP) offers unparalleled scalability, flexibility and economy. For this
reason, telecommunications carriers are reselling carrier grade IP telephony
services purchased from business to business outsource providers. A problem
exists in that the VoIP vendors are often limited in terms of supporting
traditional signaling protocols. The Company's SignalPath 230 Signaling Gateway
resolves this issue by providing a new level of interoperability with global
networks that employ protocols not directly supported by the VoIP network.
Worldwide, VoIP networks carried less than 1% of the number of calls made during
calendar year 2000, however it has been estimated that 40% of large corporations
have some sort of VoIP testing underway. Based on this market data, the Company
believes that VoIP will continue to offer revenue opportunities in the future.
10
PABX OPPORTUNITIES
In June 2001, the Company introduced the R2 Adapter, a small low cost signaling
appliance designed to enable PABX vendors to penetrate international markets
where signaling conversion is required. Next generation IP based PABX's are
software driven and far more flexible and cheaper to administer than traditional
PABX's. According to an independent research report, the market for the IP based
PABX's is significant and is expected to grow from $200 million today to $4
billion over the next four years. Currently, some PABX vendors, due to signaling
incompatibilities, cannot sell IP based PABX's in parts of the world that employ
an R2 signaling variant. The R2 Adapter resolves this incompatibility issue and
opens large marketplaces that deploy R2, such as Latin America, the Middle East,
Africa and parts of Southeast Asia, to these vendors. The IP/PABX vendors will
generally sell one R2 Adapter for every IP based PABX sold. There is a very
limited number of suppliers with competing products in the marketplace and
accordingly, the Company anticipates future revenue from this product.
RESTRUCTURING
The Company commenced a broad restructuring aimed at achieving profitability and
positive cash flow in its fiscal year 2002 by reducing costs and focusing on
market opportunities which offer the greatest revenue potential.
The Company has reduced its headcount from 103 to 50 fulltime employees and
consolidated its two Virginia facilities into one. As a result of these and
other cost saving activities, operating expenses have declined by more than $1
million per quarter. One time charges for these restructuring activities were
reflected in the Company's operating results for its fourth fiscal quarter for
the year ended April 30, 2001.
The Company will require additional funding to meet future working capital needs
and research and development expenses. It is anticipated that such funding will
be generated by way of additional placements of convertible debt or equity,
through investments made by strategic partners and through the exercise of in
the money common stock warrants and options. The Company can give no assurance
as to whether it will be able to conclude such financing arrangements, or that,
if concluded, they will be on terms favorable to the Company.
The Company has yet to achieve profitability or positive cash flow. There can be
no assurance that the required increased sales and improved operating
efficiencies necessary to return to profitability will materialize.
As part of a program to retain its employees, the Company adopted a program to
re-price the options of its current employees. The Company also re-priced the
options issued to its board of directors and to its chairman of the board. Under
the program, the exercise price of current stock options was changed to $0.51
per share. Although each employee could elect not to participate in this
program, the exercise price of approximately 2.5 million options was changed to
the lower price. Under applicable accounting rules, the Company will have to
account for future variations in the price of its common stock above $0.51 per
share as compensation expense until the re-priced options are either exercised,
cancelled or expire. This calculation will be made each quarter based upon the
performance of the Company's common stock in that quarter. Accordingly,
operating results and earnings per share will be subjected to potentially
significant fluctuations based upon changes in the market price of the Company's
common stock. For the quarter and six months ended October 27, 2001, operating
results and earnings per share were not impacted by this repricing because the
price of the common stock at the end of both periods was below $0.51 per share.
RESULTS OF OPERATIONS
REVENUE
Fiscal quarter ended Two fiscal quarters ended
---------------------------- ----------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ----------- ----------- -----------
$906,892 $4,200,675 $2,297,298 $7,848,608
Total revenues decreased $3,294,000 or 78%, compared with that of the
corresponding quarter of the previous fiscal year and $5,551,000, or 71% on a
fiscal year to date basis. This decrease is primarily attributable to a decline
in unit sales of all of the Company's products associated with a global downturn
in the demand for telecommunications equipment.
11
The fiscal quarter ended October 27, 2001 includes sales of $236,000 to one
unrelated third party that represented 26% of total revenues. The fiscal quarter
ended October 28, 2000 includes sales of $1,142,000 and $518,000 representing
27%, and 12% of total revenues to two unrelated third parties.
A significant portion of the Company's sales are derived from products shipped
against firm purchase orders received in each fiscal quarter and from products
shipped against firm purchase orders released in that quarter. Unforeseen delays
in product deliveries or the closing of sales, introduction of new products by
the Company or its competitors, supply shortages, varying patterns of customer
capital expenditures or other conditions affecting the digital access product
industry or the economy during any fiscal quarter could cause quarterly revenue
and net earnings to vary greatly.
COST OF GOODS SOLD AND GROSS MARGIN
Fiscal quarter ended Two fiscal quarters ended
--------------------------- ----------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ------------ ----------- -----------
Cost of sales $ 384,390 $ 1,463,163 $ 1,045,520 $ 2,863,346
Gross margin 58% 65% 54% 64%
Gross margin on product sales approximated 58% in the current fiscal quarter,
compared to 65% recorded in the corresponding quarter of the previous fiscal
year. On a fiscal year to date basis, gross margin on product sales approximated
54%. The Company increased its reserve for inventory obsolescence by $50,000 in
the current fiscal quarter and by $150,000 on fiscal year to date basis. These
reserve increases negatively impacted gross margins by 6% in the current fiscal
quarter and by 7% on a fiscal year to date basis. The Company has a $750,000
reserve for inventory obsolescence, which management believes is adequate.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Fiscal quarter ended Two fiscal quarters ended
--------------------------- ----------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ------------ ----------- -----------
$ 1,121,666 $ 1,723,887 $ 2,114,810 $ 3,492,790
Selling, general and administrative expenses decreased $602,000, or 35%, when
compared with that of the corresponding quarter in the previous fiscal year and
$1,378,000 or 39% on a fiscal year to date basis. In response to the downturn in
demand for telecommunications equipment, the Company reduced headcount, cut back
on travel and other discretionary expenses, and consolidated operating
facilities. Accordingly, associated expenses declined significantly.
RESEARCH AND DEVELOPMENT EXPENSES
Fiscal quarter ended Two fiscal quarters ended
--------------------------- ----------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ------------ ----------- -----------
$ 673,904 $ 1,493,615 $ 1,331,020 $ 2,805,038
Research and development expenditures consist primarily of hardware and software
engineering personnel expenses, subcontracting costs, equipment, prototypes and
facilities. These expenses decreased $820,000 or 55%, in the current quarter
when compared with the corresponding quarter of the previous fiscal year and
$1,474,000, or 53% on a fiscal year to date basis. This decrease in expenses is
primarily attributable to the reductions in headcount, facility costs and
discontinuance of the ChanlComm product line.
12
The markets for the Company's products are characterized by continuing
technological change. The Company intends to continue to make substantial
investments in product and technology development and believes that its future
success depends significantly upon its ability to continue to enhance existing
products and to develop or acquire new products that maintain the Company's
technological competitiveness.
Research and development project schedules for high technology products are
inherently difficult to predict, and there can be no assurance that the Company
will achieve its expected initial shipment dates of products in development. The
timely availability of new and enhanced products is critical to the success of
the Company. Delays in availability of these new products, or lack of market
acceptance of such products, could adversely affect the Company.
DEPRECIATION AND AMORTIZATION
Fiscal quarter ended Two fiscal quarters ended
--------------------------- ----------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ------------ ----------- -----------
$ 958,346 $ 1,019,171 $ 1,916,729 $ 1,955,828
Depreciation and amortization expenses are comparable on both a quarterly and
fiscal year to date basis.
IMPAIRMENT OF LONG-LIVED ASSETS
Net revenues generated by the Company's signaling product line declined from
$5.6 million for the six months ended October 28, 2000 to $1.6 million for the
six months ended October 27, 2001. Accordingly, the Company initiated a review
for possible impairment of the related long-lived assets as required under
generally accepted accounting principles.
The Company evaluated the long-lived assets of its signaling product line, which
consisted of goodwill associated with the acquisition of Cronus Technologies,
for impairment in accordance with SFAS No, 121, "Accounting for the Impairment
of Long-lived Assets and for Long-lived Assets to be Disposed of." The review
was based on future undiscounted cash flows. Based on this calculation, the
Company recorded an impairment charge of $5,600,000 in the current fiscal
quarter to reduce goodwill to its estimated net realizable value.
LIQUIDITY AND CAPITAL RESOURCES
At October 27, 2001, the Company had a cash balance of $2,326. During the
current fiscal quarter, working capital deficit increased from $820,000 at July
28, 2001 to $2.3 million at October 27, 2001. At October 27, 2001, the Company
had a current ratio of 0.56 to one.
As of the date of this report, the Company has $10,000 in cash and $150,000 in
accounts receivable. The Company is in various stages of negotiation with
several large potential customers as well as potential sources of financing. The
Company can offer no assurance as to the outcome of these negotiations.
MAY PRIVATE PLACEMENT
In May 2001, the Company raised $3,000,000 through the sale of a 10% senior
secured convertible debenture ("Debenture") to Wesley Clover Corporation. All or
any portion of this Debenture may be converted into shares of common stock of
the Company by dividing the aggregate principle amount converted together with
all accrued but unpaid interest to the date of conversion by $0.446. The entire
debenture plus accrued interest is due and payable in a single installment on
June 8, 2006, unless sooner accelerated or converted into shares of common stock
of the Company. In connection with this investment, the Company also issued
warrants entitling Wesley Clover to purchase 3,363,229 shares of common stock of
the Company for $0.5575 per share. The warrants expire on June 8, 2006 and may
be called for redemption, by the Company, at such time as the bid price of the
Company's shares of common stock remains above $1.12 for 30 consecutive trading
days.
The Company valued the warrant component of this investment at $525,546 using
the Black-Scholes valuation model, and accordingly, recorded this amount as a
discount. This discount will be amortized into interest expense over the five
year life of the warrants. Amortization charges to interest expense of $26,277
have been recorded in the current fiscal quarter. On a fiscal year to date
basis, such charges total $43,795.
13
UNEXERCISED WARRANTS
When and if exercised, the unexercised warrants associated with this offering
and other prior offerings and agreements would generate a maximum of $13,000,000
in additional cash for the Company. The Company can give no assurance as to
whether any warrants will be exercised, nor to the amount of cash that will be
generated, if any of these securities are exercised.
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
On February 6, 2001, the Company entered into an accounts receivable financing
agreement with Alliance Financial Capital, Inc. Under the terms and conditions
of this agreement, the Company can borrow up to the lesser of $3,000,000 or 85%
of eligible accounts receivable, as defined in the agreement. The accounts
receivable financing agreement bears interest at prime rate plus 1.0% plus an
additional 1.5% per invoice funded. The term of this agreement is for twelve
months with a minimum average daily account balance of $750,000.
In connection with the acquisition of Cronus, the Company assumed $1,000,000 in
debt to two individuals, which is subordinated in priority and payment to all
senior debt referenced above. This debt matured on December 10, 2000. The
Company is currently in default on the repayment of this debt and the
individuals have commenced a lawsuit against the Company. The Company is
actively working to settle this matter.
The Company will require additional funding to meet future expansion and
research and development expenses. It is anticipated that such funding will be
generated by way of additional placements of equity, through research and
development arrangements funded by third parties, by investments by strategic
partners and through the exercise of in the money common stock warrants and
options. The Company can give no assurance as to whether it will be able to
conclude such financing arrangements, or that, if concluded, they will be on
terms favorable to the Company
SIX MONTHS OF FISCAL 2002 COMPARED TO SIX MONTHS OF FISCAL 2001
The Company used $2,742,000 in cash from operations during the six months ended
October 27, 2001 compared to $4,018,000 in cash used in operations during the
corresponding period of the previous fiscal year. This $1,276,000 decrease is
primarily attributable to an increase in funds generated from accounts
receivable and reduced inventory purchases offset by an increase in the net loss
for the period.
Cash provided by financing activities is primarily attributable to the sale of a
$3,000,000, 10% senior secured convertible debenture to Wesley Clover
Corporation.
RESTRUCTURING COSTS
In fiscal year 2001, the Company commenced a broad restructuring aimed at
achieving profitability and positive cash flow in its fiscal year 2002.
Accordingly, in fiscal year 2001, the Company established a $618,000 liability
for future cash expenditures associated with this restructuring. During the
current fiscal year, the Company charged $195,000 against this liability. The
Company anticipates that the remainder of this liability will be paid in the
current fiscal year.
INCOME TAXES
The Company has estimated its annual effective tax rate at 0% due to uncertainty
over the level of earnings in fiscal year 2002. Also, the Company has net
operating loss carry-forwards for income tax reporting purposes for which no
income tax benefit has been recorded due to uncertainty over generation of
future taxable income.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Accounting Standards No. 142, "Accounting for Goodwill" ("SFAS 142"). SFAS
142 establishes accounting standards for existing goodwill related to purchase
business combinations. Under the Statement, the Company would discontinue the
periodic amortization of goodwill effective with the adoption of the Statement.
Also, the Company would have to test any remaining goodwill for possible
impairment within the first six months of adopting the Statement based on new
valuation criteria set forth in the Statement. Based on information available,
the Company estimates that annual amortization expense will be reduced
approximately $3,000,000 as the Company believes all goodwill will be written
down or amortized to expense by April 30, 2002. The Statement becomes effective
in fiscal 2003.
OTHER FACTORS
THESE FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED FOOTNOTES INCLUDED IN THE COMPANY'S LATEST
ANNUAL REPORT ON FORM 10-K.
14
THE COMPANY CONTINUES TO EXPERIENCE SEVERE CASH FLOW PROBLEMS RESULTING FROM
REDUCED SALES AND SLOW COLLECTIONS. FURTHER, THE COMPANY'S INDEPENDENT AUDITORS
HAVE INCLUDED A PARAGRAPH IN THEIR OPINION WHICH INDICATES THAT, BASED ON RECENT
OPERATING LOSSES, ALONG WITH EXISTING WORKING CAPITAL AND ACCUMULATED DEFICITS,
THERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN. SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" IN THE COMPANY'S LATEST ANNUAL REPORT ON FORM 10-K
CERTAIN PARTS OF THE FOREGOING DISCUSSION AND ANALYSIS MAY INCLUDE
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. AS
A CONSEQUENCE, ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM RESULTS FORECAST OR
SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS. SEE "MARKETS FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -- CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION" IN THE COMPANY'S LATEST ANNUAL REPORT ON FORM 10-K.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A supplier of parts for the Company's integrated access device product line has
filed an action against the Company. The Plaintiff seeks $96,581 for goods sold
and delivered, $280,662 for goods allegedly manufactured but not yet delivered
and $380,015 for parts allegedly ordered by Plaintiff to fulfill anticipated
orders. The Company filed its answer to the complaint, is presently engaged in
discovery and intends to vigorously defend this case.
On January 29, 2001, two individuals holding subordinated senior notes totaling
$1,000,000 commenced an action in the Circuit Court, Cook County, Illinois
against the Company, Cronus, certain former principal shareholders of Cronus and
a liquidating trust established by Cronus and its trustees seeking repayment of
the notes, together with accrued interest. The Company settled the principal
claims on November 30, 2001. The settlement will involve the liquidation of
principal and interest over a six month period, which may be extended in certain
circumstances and the issuance of warrants to purchase shares of the Company's
common stock at a premium to current market price. Three remaining co-defendants
in this lawsuit have filed cross-claims for indemnification against the Company.
The Company has denied liability for indemnification in the circumstances of the
lawsuit. The Company has filed answers, which include counterclaims, to each
claim for indemnity.
No other material legal proceeding to which the Company is party or to which the
Company is subject is pending and no such proceeding is known by the Company to
be contemplated.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
FASTCOMM COMMUNICATIONS CORPORATION
(Registrant)
Date: December 11, 2001 By: /s/ Peter C. Madsen
Peter C. Madsen ----------------------
President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)
Date: December 11, 2001 By: /s/ Mark H. Rafferty
Mark H. Rafferty ----------------------
Vice President, Chief Financial Officer
Treasurer, Secretary and Director
(Principal Financial and Accounting Officer)
17