SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File No. 0-29025
NETVOICE TECHNOLOGIES CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 91-1986538
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3201 WEST ROYAL LANE, SUITE 160
IRVING, TEXAS 75063
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(Address of principal executive offices, including zip code)
(972) 788-2988
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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 November 6, 2000, 15,576,444 shares of Common Stock were
outstanding and 157,000 shares were contingently issuable shares.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits to the following documents filed with the Securities and
Exchange Commission have been incorporated by reference in Part II of this
Quarterly Report on Form 10-Q:
1. Annual Report on Form 10-KSB, dated as of April 13, 2000
NETVOICE TECHNOLOGIES CORPORATION
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 26
Item 2. Changes in Securities and Use of Proceeds 26
Item 3. Default Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits and Reports on Form 8-K 28
Signatures 29
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
ASSETS 2000 1999
(AS RESTATED,
(UNAUDITED) SEE NOTE 7)
CURRENT ASSETS:
Cash and cash equivalents $ 4,845,234 $ 20,085
Restricted cash 2,500
Accounts receivable - trade, net of allowance for doubtful
accounts of $1,228,864 and $0, respectively 6,760,846 190,733
Federal tax receivable 55,800
Prepaid expenses 264,302 86,505
------------- -------------
Total current assets 11,928,682 297,323
PROPERTY AND EQUIPMENT, NET 13,889,187 860,534
GOODWILL, net of accumulated amortization of $328,371 9,120,422
VENDOR SECURITY DEPOSITS AND OTHER ASSETS 1,284,229 300,787
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TOTAL $ 36,222,520 $ 1,458,644
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 12,893,003 $ 1,519,154
Accrued expenses 169,242 180,082
Notes payable and current portion of capital lease obligations 1,111,209 3,659,905
Unearned revenue 134,763 30,000
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Total current liabilities 14,308,217 5,389,141
LONG-TERM DEBT, net of current portion 10,518,848 223,056
------------- -------------
Total liabilities 24,827,065 5,612,197
COMMITMENTS AND CONTINGENCIES (See Notes)
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock; 50,000,000 shares authorized at $0.001 par value,
4,398,658 shares issued and outstanding, respectively with a
cumulative liquidation value of $13,186,631 4,399
Common stock, 100,000,000 shares authorized at $0.001 par value;
15,478,944 and 10,741,600 shares issued and outstanding,
respectively 15,479 10,742
Paid-in capital 26,872,229 2,940,739
Unearned compensation (32,823) (366,814)
Accumulated deficit (15,463,829) (6,738,220)
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Total stockholders' equity (deficit) 11,395,455 (4,153,553)
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TOTAL $ 36,222,520 $ 1,458,644
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See notes to consolidated unaudited financial statements.
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NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
(AS RESTATED, (AS RESTATED
NOTE 7) NOTE 7)
(UNAUDITED) (UNAUDITED)
REVENUES:
Telecommunication revenue $ 13,594,176 $ 415,929 $ 19,216,961 $ 675,890
Equipment sales 1,585,625 1,642,207
Other 91,144 118,576
------------- ------------- ------------- -------------
Total revenues 15,270,945 415,929 20,977,744 675,890
EXPENSES:
Direct expenses 14,309,341 558,752 19,881,273 1,019,557
General and administrative expenses 4,877,853 752,058 9,010,367 1,833,990
------------- ------------- ------------- -------------
Total expenses 19,187,194 1,310,810 28,891,640 2,853,547
------------- ------------- ------------- -------------
OPERATING LOSS (3,916,249) (894,881) (7,913,896) (2,177,657)
OTHER INCOME (EXPENSE):
Interest income 76,087 638 96,274 4,015
Interest expense (372,825) (32,709) (907,987) (377,181)
------------- ------------- ------------- -------------
Total other expense, net (296,738) (32,071) (811,713) (373,166)
------------- ------------- ------------- -------------
NET LOSS (4,212,987) (926,952) (8,725,609) (2,550,823)
Accretion of Series A preferred stock
for beneficial conversion feature 5,674,027 5,674,027
------------- ------------- ------------- -------------
NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (9,887,014) $ (926,952) $ (14,399,636) $ (2,550,823)
============= ============= ============= =============
BASIC AND DILUTED LOSS PER SHARE $ (0.64) $ (0.09) $ (1.05) $ (0.25)
============= ============= ============= =============
WEIGHTED AVERAGE BASIC AND DILUTED
SHARES OUTSTANDING 15,478,944 10,426,600 13,712,945 10,152,373
============= ============= ============= =============
See notes to consolidated unaudited financial statements.
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NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Nine Months Ended September 30, 2000
Preferred Stock Common Stock
------------------- -------------------- Paid-In Unearned Accumulated
Shares Amount Shares Amount Capital Compensation Deficit Total
BALANCE, JANUARY 1,
2000, AS RESTATED - $ - 10,741,600 $ 10,742 $ 2,940,739 $(366,814) $ (6,738,220) $(4,153,553)
Restricted shares granted (44,000) to
employees 163,000 (163,000) -
Options exercised 12,500 13 6,238 6,251
Shares sold as part of private
placement memorandum at $4.25, net of
issuance costs 1,200,000 1,200 4,973,800 4,975,000
Amortization of unearned
compensation 496,991 496,991
Restricted shares issued to officers,
directors and employees 1,264,500 1,264 (1,264) -
Shares sold as part of private placement
memorandum at $7.00, net of
issuance costs 453,886 454 2,887,939 2,888,393
Shares issued in connection with an
acquisition at $9.50, net of
issuance cost 306,458 306 2,721,045 2,721,351
Preferred stock sold as part
of private placement of equity
at $3.25, net of issuance costs 4,398,658 4,399 11,820,594 11,824,993
Contingently issuable warrants
(523,707 shares) as part of
private placement of preferred
stock 1,361,638 1,361,638
Cashless exercise of options 1,500,000 1,500 (1,500) -
Beneficial conversion feature
related to redeemable convertible
Series A preferred stock (5,674,027) (5,674,027)
Accretion of Series A preferred
beneficial conversion feature 5,674,027 5,674,027
Net loss (8,725,609) (8,725,609)
--------- -------- ---------- -------- ----------- --------- ------------ -----------
BALANCE, SEPTEMBER 30, 2000
(UNAUDITED) 4,398,658 $ 4,399 15,478,944 $ 15,479 $26,872,229 $ (32,823) $(15,463,829) $11,395,455
========= ======== ========== ======== =========== ========= ============ ===========
See notes to consolidated unaudited financial statements.
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NETVOICE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTH PERIOD ENDED
SEPTEMBER 30,
2000 1999
(AS RESTATED,
SEE NOTE 7)
(UNAUDITED)
OPERATING ACTIVITIES:
Net loss $ (8,725,609) $ (2,550,823)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,414,153 201,500
Amortization of unearned stock compensation 496,991 265,000
Bad debt expense 1,200,000
Changes in operating assets and liabilities:
Accounts receivable (7,751,002) (53,449)
Prepaid expenses (177,797) (270,319)
Accounts payable 10,554,454 204,687
Accrued expenses (10,840) 1,393
Unearned revenue 104,763
Other assets (574,392) (21,811)
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Net cash used in operating activities (3,469,279) (2,223,822)
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INVESTING ACTIVITIES:
Purchase of property and equipment (8,923,361) (52,941)
Cash outflows for acquisitions, net of acquisition costs (5,997,379)
(Increase) decrease in restricted cash and cash equivalents (2,500) 167,100
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Net cash (used in) provided by investing activities (14,923,240) 114,159
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FINANCING ACTIVITIES:
Proceeds from the sale of common stock, net of issuance costs 7,863,393 958,500
Proceeds from the sale of preferred stock, net of issuance costs 13,186,631
Proceeds from long-term debt 6,727,702 1,883,388
Proceeds from options exercised 6,251
Payments on long-term debt and capital leases (4,566,309) (712,363)
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Net cash provided by financial activities 23,217,668 2,129,525
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INCREASE IN CASH AND CASH EQUIVALENTS 4,825,149 19,862
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD 20,085 7,990
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CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 4,845,234 $ 27,852
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 779,904 $ 395,770
============= =============
SUPPLEMENTAL DISCLOSURE NON-CASH TRANSACTION:
Assets acquired through capital leases $ 764,230 $ -
============= =============
Issued 370,000 compensatory shares to officers, directors
and employees $ - $ 145,000
============= =============
Common stock issued for the acquisition of Synetric, Inc. $ 2,721,351 $ -
============= =============
Acquisition of Enhanced Communications, as defined:
Fair value of assets acquired $ 11,495,173
Liabilities assumed (3,397,794)
Note issued to seller (2,100,000)
-------------
Cash paid $ 5,997,379
=============
See notes to consolidated unaudited financial statements.
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NETVOICE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS - The accompanying
consolidated unaudited interim financial statements of NetVoice
Technologies Corporation and its subsidiaries (the "Company") have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and in a manner
consistent with that used in the preparation of the annual consolidated
financial statements of the Company at December 31, 1999. In the opinion
of management, the accompanying consolidated unaudited interim financial
statements reflect all adjustments, consisting only of normal and recurring
adjustments, necessary for a fair presentation of the financial position
and results of operations and cash flows for the periods presented.
Operating results for the three months and nine months ended September 30,
2000 and 1999 are not necessarily indicative of the results that may be
expected for a full year. In addition, the unaudited interim consolidated
financial statements do not include all information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America. These consolidated unaudited interim financial
statements should be read in conjunction with the financial statements and
related notes thereto which are included in the Company's 1999 consolidated
financial statements in its Form 10-KSB as filed with the Securities and
Exchange Commission.
BUSINESS DESCRIPTION - The Company is a provider of voice transmission
using Internet Protocol ("IP"), which allows our customers to make high
quality, low-cost calls via traditional telephones using a technology known
as Voice over Internet Protocol ("VoIP").
EARNINGS PER SHARE - Basic earnings per share are computed by dividing
income (loss) available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted earnings
per share are computed by including contingently issuable shares would have
an antidilutive effect upon earnings per share, no diluted earnings per
share is presented.
PRINCIPLES OF CONSOLIDATION - The consolidated unaudited interim
financial statements included the accounts of the Company and its wholly
owned subsidiaries, NetVoice Technologies, Inc., NetLD.com, Inc., Synetric,
Inc., NetVoice Encom GP and NetVoice Encom LP. All intercompany
transactions and balances between the Company and its subsidiaries have
been eliminated in consolidation.
REVENUE RECOGNITION POLICY - Telecommunication revenue includes
traditional long distance services provided to consumers and long distance
services sold in bulk to other carriers are recognized in the period the
minutes are used. In addition, the Company provides
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network services to various prepaid providers. Revenue from these
providers are recognized in the period the minutes are used. Any amount of
prepaid telecommunication revenue is deferred until the period in which the
service is provided. Telephony equipment sales are recognized when
equipment is delivered. All equipment sales are returnable to the
manufacturer; therefore, the Company has no sales return and allowance.
COMPREHENSIVE INCOME - For the three and nine months ended
September 30, 2000 and 1999, the Company has no elements of other
comprehensive income, except net loss.
GOODWILL - Goodwill represents the amount in excess of the purchase
price of an acquisition over the identifiable tangible and intangible
assets and liabilities. Amortization of goodwill is provided on a
straight-line basis over the estimated useful life of ten years.
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SEPTEMBER 30, DECEMBER 31,
2000 1999
(UNAUDITED)
Furniture and equipment $ 126,695 $ 10,033
Computer and telephone equipment 14,924,811 975,765
----------- -----------
Total cost 15,051,506 985,798
Less accumulated depreciation (1,162,319) (125,264)
----------- -----------
$13,889,187 $ 860,534
=========== ===========
3. OTHER ASSETS
Other assets consisted of the following:
SEPTEMBER 30, DECEMBER 31,
2000 1999
(UNAUDITED)
Vendor security deposits $ 1,074,029 $ 300,587
Commitment fee 210,000
Other 200 200
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$ 1,239,229 $ 300,787
=========== ===========
In June 2000 in connection with the $25.0 million credit facility with
Cisco System, Inc. ("Cisco"), the Company paid $225,000, representing a
1.5% commitment fee, to Cisco for $15.0 million of Tranche A. See Note 4.
The commitment fee will be amortized over the life of the loan, which is
five years. The Company recorded amortization expense of $15,000 for the
nine months ended September 30, 2000.
-8-
4. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS
Notes payable and capital lease obligations consisted of the following:
SEPTEMBER 30, DECEMBER 31,
2000 1999
(UNAUDITED)
Notes payable $ 25,000 $ 3,651,932
Loans from stockholders, no interest rate, maturing from
October 2004 to December 2004 206,672
Convertible secured promissory note, LIBOR interest rate
plus 2%, maturing June 30, 2005 2,100,000
Credit facility with Cisco Systems Capital Corporation,
LIBOR interest rate plus 5.5%, maturing June 30, 2005 6,997,743
Capital lease obligations, with interest rates of 13.47%
to 22.5%, maturing August 2003, net of amount represents
as interest 2,507,314 24,357
----------- -----------
11,630,057 3,882,961
Less current portion of long-term debt (1,111,209) (3,659,905)
----------- -----------
$10,518,848 $ 223,056
=========== ===========
Notes payable are secured by a security interest in revenues from
contracts, equipment and cash reserve equal to 10% of total notes payable.
The notes bear interest at a rate of 13.35% per annum, payable on the first
day of each quarter during the term. All principal and unpaid accrued
interest is due and payable nine months from issuance. The notes are due
through November 2000. The note holder has the right to extend the terms
of the notes for an additional nine months at the same terms.
CONVERTIBLE SECURED PROMISSORY NOTE - On June 30, 2000, NetVoice Encom
LP entered into an convertible secured promissory note ("Note") with World
Access Telecommunications Group, Inc. ("World Access") for $2.1 million.
The Note bears interest at a rate equal to the London Interbank Offering
Rate ("LIBOR") plus a margin of 2% (8.7625% at September 30, 2000).
Interest only is payable on quarterly basis commencing on September 30,
2000 and continuing through December 31, 2001. On December 31, 2001,
principal of $350,000 is due. Thereafter, the remaining outstanding
principal amount shall be payable in equal consecutive quarterly
installments, including interest, beginning on March 31, 2002 and
continuing until the maturity date of June 30, 2005.
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The holder of the Note, at any time prior to or on the maturity date,
may convert the then outstanding principal amount into shares of the
Company's common stock at the current market price but not less than $10.00
per share. Substantially all of the assets of this subsidiary are pledged
as collateral for this Note. Additionally, the Company is fully and
unconditionally liable for the payment of the Note to World Access.
Facility With Cisco Systems Capital Corporation - In June 2000, the
Company completed a $25.0 million credit facility with Cisco, divided into
two tranches. Tranche A provides $15.0 million for the purchase of Cisco
Systems networking hardware; Tranche B provides $10.0 million for the soft
costs associated with the network. The applicable interest rate is LIBOR
plus 5.50% per annum, calculated on a 360-day year for actual days elapsed,
and accrued from the date of initial funding. After two consecutive
quarters of positive earnings before income taxes, depreciation and
amortization ("EBITDA"), the interest rate will be based on a sliding scale
over LIBOR with a margin range from 4.00% to 5.5%. The final maturity date
for all debt is five years from the closing date of the facility agreement,
or February 25, 2005.
5. STOCKHOLDERS' EQUITY
COMMON STOCK - On January 1, 2000, the Company granted 44,000 shares
of restricted common stock to certain employees. The shares will be issued
over various vesting schedules. The grants were valued at the market value
of the Company's common stock on the date of the grant, and the Company
recorded $163,000 in unearned compensation as a result of the transaction.
From January through September 2000, certain officers and employees of the
Company vested approximately 1.3 million shares of restricted common stock
granted during fiscal year 1999 with no exercise price. The Company had
previously recorded unearned compensation based upon the market value of the
Company's stock on the original date of the grants. The unearned
compensation is being amortized as compensation expense over the vesting
schedule. Approximately $496,991 of unearned compensation has been amortized
during the nine months ended September 30, 2000.
In connection with the acquisition of Synetric, Inc. ("Synetric") on
May 19, 2000, the Company issued 286,458 shares of its restricted common
sock. Pursuant to the Stock Purchase Agreement ("Stock Agreement"), it
provides that of the 286,458 shares delivered at closing, 33,229 shares
will be held in escrow for a period of one (1) year following the closing
to satisfy any future indemnification claims. Additionally, the Company
issued 20,000 shares of restricted common stock to a consultant in
connection with the acquisition of Synetric. The common stock was issued
at market value on the date of the agreement was executed. See Note 6.
On June 30, 2000, two former directors and one current director of the
Company entered into an agreement to exercise their options, issued in
January 1999, to purchase 1.8 million shares of the restricted common
stock, with an exercise price of $0.50 per share. Pursuant to the exercise
of these stock options, the three individuals exchanged 300,000 shares of
the Company's common stock, which they held since January 1998 (inception of
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the Company). In an effort to facilitate this cashless exercise of stock
options the aforementioned shareholders exchanged 300,000 mature shares of
the Company's outstanding common stock valued at $3.00 per share for 1.8
million shares of the Company's common stock. The transaction had no net
effect on the Company's stockholders' equity, however, as a result of this
transaction a net of 1.5 million shares of the Company's restricted common
stock was issued. Pursuant to the agreement, the individuals will not,
directly or indirectly, offer, sell, pledge, contract to sell the common
stock issued under this transaction for a period of eighteen (18) months.
On March 31, 2000, two former employees exercised 12,500 options to
purchase common stock with an exercise price of $0.50 per share. These
options were issued with a strike price in excess of market value of the
stock during fiscal year 1999 prior to a public market for the Company's
common stock. Therefore, no compensation expense was recorded at the date
of grant for these stock options.
PRIVATE PLACEMENT MEMORANDUM - In February 2000, the Company completed
a private placement of 1,200,000 shares at $4.50 per share of its
common stock for $5,100,000, excluding issuance cost of approximately
$125,000. Subscribers may not sell, transfer or otherwise dispose of the
shares unless it is in compliance with Rule 144 of the Securities Act of 1933.
In May 2000, the Company completed a private placement memorandum to
accredited investors in the amount of $2.9 million for 453,886 shares of
our common stock at a price of $7.00 per share. Subscribers may not sell,
transfer or otherwise dispose of the shares unless it is in compliance with
Rule 144 of the Securities Act of 1933.
STOCK SPLIT - In February 2000, the Company declared a 2-for-1 stock
split of all outstanding shares for all stockholders of record as of March 14,
2000. Retroactive effect has been given to the stock split in
stockholders' equity accounts as of December 31, 1999, and in all share and
per-share data in the accompany consolidated unaudited interim financial
statements.
PREFERRED STOCK - On June 30 and July 28, 2000, the Company issued a
total of 4,398,658 shares at $3.25 share of a newly created series of
Series A preferred stock to certain purchasers for approximately $13.2
million in cash pursuant to the Amended and Restated Securities Purchase
Agreement among the Company and the purchasers (the "Securities Purchase
Agreement"). Pursuant to the Securities Purchase Agreement, if the
Company's earnings before interest, taxes, depreciation and amortization
("EBITDA"), as defined, is more than or equal to negative $2.5 million as
of December 31, 2000 then the Company must issue approximately 284,000
warrants to certain investors to purchase additional shares of Series A
preferred stock, or common stock if the Series A preferred stock has been
converted at the time of warrant issue. The EBITDA warrants have an
exercise price of $0.01 per share and shall expire on the date immediately
following the day upon which the Company's audited financial statements are
delivered to the Company by its independent auditors, but in no event later
than April 2, 2001. Pursuant to the Securities Purchase Agreement, the
Company may be required to issue approximately 240,000 warrants to certain
investors to purchase additional shares of Series A preferred stock, or
common stock, if converted, by November 1, 2000 if the Company has not been
listed on
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NASDAQ. These warrants have an exercise price of $0.01 per share and shall
expire on June 30, 2010. The purchasers were also granted certain
registration rights with respect to the shares issued under the Securities
Purchase Agreement pursuant to a Registration Rights Agreement. Net
proceeds from this offering are to be used for continued network expansion,
working capital, and acquisitions.
In determining the value of the Series A perferred stock and contingently
issuable warrants, the net proceeds were allocated based on their relative fair
values. The Company allocated proceeds related to the convertible securities
from the issuance of the Series A preferred stock of $11,824,993 to the
beneficial conversion feature on the issuance of the Series A preferred
stock. The beneficial conversion feature was calculated at the issuance
dates of the Series A preferred stock based on the difference between the
conversion price per share and the market value of the Company's common
stock on June 30 and July 28, 2000. The amount, however, was limited to the
proceeds received from issuing the beneficial convertible security. The
Series A preferred stock holders have the right to convert at the option of
each holder, at any time after six months of closing, into shares of the
Company's common stock. For the three months ended September 30, 2000, the
Company accreted $5,674,027 related to the beneficial conversion feature of
the Series A preferred stock issued on June 30 and July 28, 2000. The
remaining $6,150,966 will be accreted in the subsequent three months. The
Company can require conversion of the Series A preferred stock into the
Company's common stock if the average of the closing price of the Company's
common stock for any twenty-one (21) trading day period exceeds $27.50 per
share and the shares of common stock are registered and freely tradeable.
Each share of Series A preferred stock could be converted into one share of
common stock. The Series A preferred stock ranks senior to all classes of
common stock.
STOCK OPTIONS - During the third quarter of 2000, the Company granted
certain executives and employees approximately 67,000 options to acquire
common stock at an exercise price equal to the market value of the
Company's common stock at the date of grant, which ranged from $5.85 to
$8.78. As of September 30, 2000, the Company had approximately 1.5 million
options outstanding to acquire common stock.
During the second quarter of 2000, the Company granted certain
executives and employees approximately 494,000 options to acquire common
stock at an exercise price equal to the market value of the Company's
common stock at the date of grant, which ranged from $7.75 to $16.08.
WARRANTS - In conjunction with the Series A preferred stock offering on
June 30 and July 28, 2000, the Company entered into a warrant agreement with
certain purchasers of its Series A preferred stock, which granted the
shareholders the right to purchase a total of approximately 524,000 shares
of Series A preferred stock, or common stock if converted, at an exercise
price of $.01 per share, which was below the market value of the underlying
shares on those dates. An independent valuation was obtained by the Company
in order to determine the market value of these contingently issable warrants.
6. ACQUISITIONS
Effective May 19, 2000, the Company completed the acquisition of
Synetric, Inc. of Dallas, Texas pursuant to a definitive Stock Purchase
Agreement ("Stock Agreement") whereby the Company acquired all of the
issued and outstanding shares of Synetric from eight (8) individuals,
including officers and directors of Synetric. Pursuant to the Stock
Agreement, the Company issued 286,458 shares of its restricted common sock.
The Stock Agreement provides that of the 286,458 shares delivered at
closing, 33,229 shares will be held in escrow for a period of one (1) year
following the closing to satisfy any future indemnification claims.
Additionally, the Company issued 20,000 shares of restricted common stock
to a consultant in connection with the acquisition of Synetric. The
Company recorded this transaction under the purchase method of accounting.
-12-
Concurrent with the execution of the Stock Agreement, the Company
entered into an employment agreement with a former employee for a period of
two years. The employment agreement provides for the former employee to
continue to serve as President of Synetric or in such other capacity as
determined by the Company's Board of Directors. The employment agreement
contains certain confidentially and noncompetition provisions.
On June 30, 2000, the Company purchased from World Access a division
doing business as Enhanced Communications ("Encom") pursuant to an
Asset Purchase Agreement ("Asset Agreement"). As consideration for the
acquisition, the Company paid to World Access $6.0 million in cash, issued
a convertible promissory note in the principal amount of $2.1 million and
assumed liabilities of approximately $3.3 million, including approximately
$2.7 million of assumed capital lease obligations. The effective date of
this acquisition was June 1, 2000. The Company recorded this transaction
under the purchase method of accounting. The acquisition was funded with
the Series A preferred stock offering on June 30, 2000.
The following unaudited pro forma information represents the
consolidated results of operations of the Company as if the acquisition of
Synetric and Encom had been consummated as of January 1, 1999. The
amounts and components of the purchase price, along with the preliminary
allocation of the purchase price to the net asset acquired attributable to
the acquisition are presented below, and are subject to change as the
allocation is finalized.
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
Revenues $ 20,977,744 $ 4,206,250
============ ============
Net loss $ (8,725,609) $ (2,325,806)
============ ============
Net loss attributable to common stockholders $(14,399,636) $ (2,325,806)
============ ============
Loss per share attributable to common stockholders $ (1.05) $ (0.23)
============ ============
During the third quarter of 2000, the Company identified approximately
$250,000 of equipment deposit for the installation of a new switch.
Therefore, goodwill was decreased to reflect the identifiable asset.
-13-
7. RESTATEMENT
Subsequent to the issuance of the Company's consolidated financial
statements as of and for the year ended December 31, 1999, the Company's
management determined that the cost for the purchase of a customer list
from a company owned by a shareholder in June 1999 should have been
accounted for as a capital distribution, and the proceeds from the sale of
such customer list and the excess of the proceeds from the sale of another
customer list over its amortized carrying cost, both having been sold to
another minority shareholder in December 1999, should have been accounted
for as capital contribution. As a result, the 1999 financial statements
will be restated from amounts previously reported to appropriately account
for this transaction.
A summary of the significant effects of the restatement on the 1999
financial statements is as follows:
AS PREVIOUSLY AS
REPORTED RESTATED
Balance sheet
Paid-in Capital $ 2,881,479 $ 2,940,739
Accumulated Deficit (6,673,589) (6,738,220)
Statement of operations
General and administrative expenses 1,794,972 1,802,472
Total expenses 2,814,529 2,822,029
Operating loss (2,138,639) (2,146,139)
Net loss (2,543,323) (2,550,823)
8. SUBSEQUENT EVENT
Subsequent to November 1, 2000 and pursuant to the Amended and
Restated Securities Purchase Agreement, the Company has not achieved NASDAQ
listing and therefore will have to issue the NASDAQ warrants to certain
investors in the amount of approximately 240,000 shares. These warrants
have an exercise price of $0.01 per share.
******
-14-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
THIS DOCUMENT INCLUDES STATEMENTS THAT MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY WOULD LIKE TO
CAUTION READERS REGARDING CERTAIN FORWARD-LOOKING STATEMENTS IN THIS
DOCUMENT AND IN ALL OF ITS COMMUNICATIONS TO SHAREHOLDERS AND OTHERS, PRESS
RELEASES, SECURITIES FILINGS, AND ALL OTHER COMMUNICATIONS. STATEMENTS
THAT ARE BASED ON MANAGEMENT'S PROJECTIONS, ESTIMATES AND ASSUMPTIONS ARE
FORWARD-LOOKING STATEMENTS. THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE,"
"INTEND," AND SIMILAR EXPRESSIONS GENERALLY IDENTIFY FORWARD-LOOKING
STATEMENTS. WHILE THE COMPANY BELIEVES IN THE VERACITY OF ALL STATEMENTS
MADE HEREIN, FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON A NUMBER
OF ESTIMATES AND ASSUMPTIONS THAT, WHILE CONSIDERED REASONABLE BY THE
COMPANY, ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND
COMPETITIVE UNCERTAINTIES AND CONTINGENCIES AND KNOWN AND UNKNOWN RISKS.
MANY OF THE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT EVENTS AND THE
COMPANY'S ACTUAL RESULTS AND COULD CAUSE ITS ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY,
OR ON BEHALF OF, THE COMPANY. SOME OF THE FACTORS THAT COULD CAUSE ACTUAL
RESULTS OR FUTURE EVENTS TO DIFFER MATERIALLY INCLUDE THE COMPANY'S
INABILITY TO FIND SUITABLE ACQUISITION CANDIDATES OR FINANCING ON TERMS
COMMERCIALLY REASONABLE TO THE COMPANY, INABILITY TO FIND SUITABLE
FACILITIES OR PERSONNEL TO OPEN OR MAINTAIN NEW BRANCH LOCATIONS,
INTERRUPTIONS OR CANCELLATION OF EXISTING SOURCES OF SUPPLY, THE PRICING OF
AND DEMAND FOR DISTRIBUTED PRODUCTS, THE PRESENCE OF COMPETITORS WITH
GREATER FINANCIAL RESOURCES, ECONOMIC AND MARKET FACTORS, AND OTHER
FACTORS. PLEASE SEE THE "RISK FACTORS" IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR A DESCRIPTION OF SOME, BUT NOT ALL,
RISKS, UNCERTAINTIES AND CONTINGENCIES.
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and related notes thereto which
are included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999 filed with the Securities and Exchange Commission.
OVERVIEW
We are a facilities-based provider of converged communications
services utilizing a privately managed "next generation" communications
network. Our communications network is designed to carry simultaneous
toll-quality voice (known as Voice over Internet Protocol or VoIP), data
and video transmissions using packet-switching technology.
IP transmission uses a technology called "packet-switching" to break
voice, and other IP telephony services into discrete data packets, route
them over our managed network and reassemble them into their original form
for delivery to the end destination. Traditional long distance calls, in
contrast, are made using a technology called "circuit switching" which
carries these calls over traditional telephone networks. Circuit switching
requires a dedicated connection between the caller and the recipient that
must remain open for the duration of the
-15-
call. In contrast, packet-switching technology allows data packets
representing multiple conversations to be carried over the same line. This
greater efficiency creates significant network cost savings that can be
passed on to the consumer in the form of lower long distance and other
telephony products. Additionally, IP allows various telephony products to
utilize the same network, which results in an increased flexibility for a
robust product offering.
We currently provide dedicated wholesale and enterprise long distance,
dedicated Internet, and Internet Protocol Virtual Private Networks, through
the NetVoice Network in 34 markets throughout the United States. In
addition, our Network is capable of supporting the delivery of enhanced IP
communications services such as Web-enabled Click-to-Call, unified
messaging, online communications services provisioning, video conferencing,
video-on-demand and cost differentiated services.
As of September 30, 2000, our Network connects 34 metropolitan areas
covering almost 400 cities in the United States and is expected to extend
to an additional 16 metropolitan areas by year-end. Currently, each of our
markets has a minimum capacity for 25 million minutes of voice
communications per year. We utilize a virtual private network ("VPN") not
an unmanaged network, such as the Internet, to provide network services.
We plan to continue to pursue wholesale traffic and prepaid service
bureau business as a means to aggressively expand our managed network,
while continuing to build a portfolio of value added products and services
that will be delivered to the enterprise markets on a bundled or unbundled
basis. We are currently enhancing our network in order to provide
additional value-added services such as unified communications, wireless
Internet, and video conferencing in all markets.
Effective May 19, 2000, we completed the acquisition of Synetric
pursuant to a definitive Stock Agreement whereby we acquired all of the
issued and outstanding shares of Synetric from eight (8) individuals,
including officers and directors of Synetric. Pursuant to the Stock
Agreement, we issued 286,458 shares of restricted common sock. The Stock
Agreement provides that of the 286,458 shares delivered at closing, 33,229
shares will be held in escrow for a period of one (1) year following the
closing to satisfy any future indemnification claims. Additionally, the
Company issued 20,000 shares of restricted common stock to a consultant in
connection with the acquisition of Synetric.
On June 30, 2000, we purchased from World Access a division doing
business as Enhanced Communications ("Encom") pursuant to an Asset
Purchase Agreement ("Asset Agreement"). As consideration for the
acquisition, we paid to World Access $6.0 million in cash, issued a
convertible promissory note in the principal amount of $2.1 million and
assumed liabilities in an approximate amount of $3.3 million, including
approximately $2.7 million of assumed capital lease obligations. The
effective date of the acquisition was June 1, 2000.
-16-
REVENUE FROM OPERATIONS
Currently, our revenues are primarily derived from (i)
telecommunication revenues, including long distance services, prepaid
services and Internet services and (ii) equipment sales. See Results of
Operations below for a breakdown of our revenue by area.
One of the Company's initial strategies is to continue to acquire
existing customer bases concentrated in specific geographical areas which
complement our current markets and convert them to our IP network. We also
anticipate deriving revenues through direct sales by our existing
employees, independent agents, and by leveraging our relationship with
Cisco. In the future, in order to diversify, we plan to introduce a
variety of value added services utilizing our VoIP network including:
* Unified messaging;
* IP video conferencing;
* IP video; and
* Wireless local loop.
Revenue from the acquisitions of Synetric and Encom for the three and
nine months ended September 30, 2000 were approximately $14.3 million and
$18.9 million, respectively. For the three months ended September 30,
2000, margins from revenue exceeded our direct costs to offer those
services. These cost include leased bandwidth, connection to the Internet,
local lines within a local calling area, and minutes terminated on other
carrier networks.
We will continue to expand our network to handle projected volume,
which will result in better efficiency. This coupled with converging
various products (voice, video, data and Internet) over the same network
are the key ingredients to approach profitability. The Company, as it
continues to grow and build network, is not expected to be profitable in
the foreseeable future.
There are little or no seasonal changes in the revenue stream of the
Company's business.
COST STRUCTURE
Our costs and expenses include:
* network costs;
* selling and marketing;
* general and administrative; and
* interest, depreciation and amortization of goodwill.
-17-
Network costs primarily consist of costs associated with the routing
and termination of our customers' traffic. The costs include:
* leased bandwidth and connection to the Internet;
* local lines used to carry calls to and from our network locations;
* our network facilities; and
* calls terminated over other carrier networks.
We expect these costs to increase into the future as we further expand
our network in the United States and throughout the world. The Company
will continue to incur network costs in order to continue to grow revenue.
The network will have to be expanded to handle additional volume.
Direct expenses consist primarily of telecommunication equipment and
transportation costs. Due to the acquisitions of Synetric and Encom,
direct expense increased by approximately $13.7 million and $17.4 million
for the three and nine months ended September 30, 2000, respectively.
Sales and marketing expenses include the expenses associated with
acquiring customers, establishing brand recognition, commissions paid to
our sales personnel, advertising costs and customer referral fees. We
expect sales and marketing expenses to increase over time as we
aggressively market our products and services.
During the third quarter of 2000, sales and marketing expenses
increased as a result of new personnel and the start of various marketing
campaigns. Sales and marketing expenses are expected to increase both in
terms of absolute dollars and as a percentage of revenue as our revenue
grows. We expect to spend significant expenditures to build brand
recognition to the extent possible due to our relatively small size. Much
of our sales and marketing expenses are anticipated to be expanded to
obtain strategic relationships with a variety of agents, publications,
portals, content providers and other key customer destinations on the Web.
General and administrative expenses consist of the salaries of our
employees and associated benefits, and the cost of travel, business
entertainment, rent and utilities. A large portion of our general and
administrative expenses is allocated to operations and customer support.
We expect operations and customer support expenses to increase over time to
support new and existing customers. We expect general and administrative
costs to increase to support our growth, particularly as we establish a
larger organization to implement our business plan. We plan to incur costs
for product development, though they are not expected to increase as a
percentage of revenue. Over time, we expect these relatively fixed general
and administrative expenses to decrease as a percentage of revenue,
primarily as a consequence of increased revenues.
Interest expense includes the amortization of debt issuance costs in
connection with the issuance of the short-term notes, interest on the
short-term notes, interest expense on our
-18-
capital lease obligations, interest on our Cisco Credit Facility, interest
on our note with World Access and amortization of commitment fees on our
Cisco debt facility. As of September 30, 2000, the Company borrowed
approximately $7.0 million under the Cisco facility and had $2.1 million
payable to World Access. The short-term notes have a term of nine-months
with an interest rate of 13.35%. As of September 30, 2000, we had $25,000
balance in these notes. During the nine months ended September 30, 2000,
we had net interest expense in the aggregate amount of approximately $812,000.
Depreciation primarily relates to our telecommunications equipment.
We depreciate this equipment over its estimated useful life of five to
seven years using the straight-line method. In addition, we will be adding
more originating and terminating IP Gateways as traffic volumes justify.
We expect depreciation to increase in absolute terms as we grow our
networks to support new and acquired customers, but to decrease as a
percentage of total revenue. We also record amortization of goodwill from
the acquisitions of Encom and Synetric. This goodwill is being amortized
over 10 years.
During the third quarter of 2000, the Company identified approximately
$250,000 of equipment deposit for the installation of new switch.
Therefore, goodwill was decreased to reflect the identifiable asset.
-19-
RESULTS OF OPERATIONS
The following table sets forth, for the three months and nine months
ended September 30, 2000 and 1999, respectively, the results of operations
of the Company.
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
(AS RESTATED) (AS RESTATED)
(UNAUDITED) (UNAUDITED)
REVENUES:
Telecommunication revenue $ 13,594,176 $ 415,929 $ 19,216,961 $ 675,890
Equipment sales 1,585,625 1,642,207
Other 91,144 118,576
------------- ------------- ------------- -------------
Total revenues 15,270,945 415,929 20,977,744 675,890
EXPENSES:
Direct expenses 14,309,341 558,752 19,881,273 1,019,557
General and administrative expenses 4,877,853 752,058 9,010,367 1,833,990
------------- ------------- ------------- -------------
Total expenses 19,187,194 1,310,810 28,891,640 2,853,547
------------- ------------- ------------- -------------
OPERATING LOSS (3,916,249) (894,881) (7,913,896) (2,177,657)
OTHER INCOME (EXPENSE):
Interest income 76,087 638 96,274 4,015
Interest expense (372,825) (32,709) (907,987) (377,181)
------------- ------------- ------------- -------------
Total other expense, net (296,738) (32,071) (811,713) (373,166)
------------- ------------- ------------- -------------
NET LOSS (4,212,987) (926,952) (8,725,609) (2,550,823)
Accretion of Series A preferred stock
for beneficial conversion feature 5,674,027 5,674,027
------------- ------------- ------------- -------------
NET LOSS ATTRIBUTABLE TO
COMMON STOCKHOLDERS $ (9,887,014) $ (926,952) $ (14,399,636) $ (2,550,823)
============= ============= ============= =============
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
Total revenues increased to $15,270,945 for the three months ended
September 30, 2000 from $415,929 for the three months ended September 30,
1999. This increase is a result of an increase in our wholesale voice
services of approximately $544,000 and the acquisitions of Encom on June 1,
2000 and Synetric on May 19, 2000 of approximately $14.3 million. Of
revenue generated for the three months ended September 30, 2000, revenue
from wholesale voice sales, including prepaid service bureau accounted for
approximately 89%. The remainder was the result of professional services
and equipment sales. We expect our wholesale revenue to continue to grow,
as we continue to expand our network into additional locations. We have
expanded our points of presence ("POPs") in major markets to handle DS-3
traffic. The focus on the wholesale revenue gives us the ability to grow
our network and offer more of the Company's POPs to the enterprise market.
The enterprise market will primarily consist of large corporate customers
interested in converged IP telephony products.
-20-
Total direct costs increased to $14,309,341 for the three months ended
September 30, 2000 from $558,752 for the three months ended September 30,
1999. Approximately $13.8 million of the increase in direct costs for the
three months ended September 30, 2000 as compared to the three months ended
September 30, 1999 is primarily a result of our acquisitions. As we expand
our network to DS-3 level service in each of our major markets, we expect
network cost to continue to increase. Our gross margin for the three months
ended September 30, 2000 increased to 6.3% from (34.3%) for the three months
ended September 30, 1999. We have continued to purchase additional equipment
to expand our IP network; therefore, direct costs have increased. As we
continue to implement several of the new wholesale contracts, in the second
quarter of fiscal year 2000, direct costs as a percentage of revenue are
expected to decrease for a period of time and then track as a percentage of
revenue.
General and administrative costs, excluding depreciation and
amortization expense, increased to $3,899,158 for the three months ended
September 30, 2000 from $600,558 for the three months ended September 30,
1999. Approximately $1.9 million of the increase for the three months ended
September 30, 2000 as compared to the three months ended September 30, 1999
is primarily a result of our acquisitions. As we continue to build our
network, expand our product offering and execute our business plan,
we expect these expenses to continue to increase. The primary reason for
this increase relates to expanded marketing efforts and bad debt expense in
the amount of approximately $1.2 million. These costs are expected to
increase as a percentage of revenue for a period, until all systems are in
place to handle future revenue and support future products. Thereafter, we
anticipate that general and administrative costs will increase but not as
a percentage of revenues.
Depreciation and amortization costs increased to $978,695 for the
three months ended September 30, 2000 from $151,500 for the three months
ended September 30, 1999. Depreciation consists primarily of the
depreciation of our IP gateways and other telecom equipment. We depreciate
this network equipment over five to seven years on a straight-line basis.
It can be expected that depreciation will continue to increase as we
continue to expand our network. Additionally, we recorded $246,434 in
amortization of goodwill as a result of the acquisition for the three
months ended September 30, 2000. Amortization expense consists of the
amortization of goodwill from the acquisitions of Encom (effective June 1,
2000) and Synetric (effective May 19, 2000).
Net Interest expense increased to $296,738 for the three months ended
September 30, 2000 from $32,701 for the three months ended September 30,
1999. This increase is the result of interest from the Cisco Credit
facility, interest from the World Access note and amortization of the fees
relating to the Cisco Credit Facility. We expect interest to increase
throughout the rest of fiscal year 2000, as a result of the use of the
Cisco credit facility to purchase equipment.
Accretion of Series A preferred stock increased to $5,674,027 for the
three months ended September 30, 2000 from $0 for the three months ended
September 30, 1999. In determining the value of the Series A preferred stock
and contingently issuable warrants, the net proceeds were allocated based
on their relative fair values. The Company allocated proceeds related to
the convertible securities in June and July 2000, received from the issuance
of the Series A preferred stock of $11,824,993 to the beneficial conversion
feature on the issuance of the Series A preferred stock. The beneficial
conversion feature was calculated at the issuance dates of the Series A
preferred stock based on the difference between the conversion price per
share and the market value of the Company's common stock on June 30 and
July 28, 2000. The amount, however, was limited to the proceeds received
from issuing the beneficial convertible security. The Series A preferred
stock holders have the right to convert at the option of each holder, at any
time after six months of closing, into shares of the Company's common stock.
For the three months ended September 30, 2000, the Company accreted $5,674,027
related to the beneficial conversion feature of the Series A preferred stock
issued on June 30 and July 28, 2000. The remaining $6,150,966 will be accreted
in the subsequent three months. The Company can require converison of the
Series A preferred stock into the Company's common stock if the average of
the closing price of the Company's common stock for any twenty-one (21)
trading day period exceeds $27.50 per share and the shares of common stock
are registered and freely tradeable. Each share of Series A preferred stock
could be converted into one share of common stock. The Series A preferred
stock ranks senior to all classes of common stock.
-21-
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
Revenue increased to $20,977,744 for the nine months ended September 30,
2000 from $675,890 for the nine months ended September 30, 1999. The
increase is a result of an increase in our wholesale voice services of
approximately $1,393,000, the acquisitions of Encom on June 1, 2000 and
Synetric on May 19, 2000 of approximately $18.9 million. Of revenue
generated in for the nine months ended September 30, 2000, revenue from
wholesale voice sales accounted for approximately 91.6%. The remainder was
primarily the result from professional services and equipment sales. We
expect our wholesale revenue to continue to grow, as we continue to expand
our network into additional locations. We have expanded our POPs in major
markets to handle DS-3 traffic. The focus on the wholesale revenue gives
us the ability to grow our network and offer more of the Company's POPs to
the enterprise market. The enterprise market will primarily consist of
large corporate customers interested in converged IP telephony products.
Total direct costs increased to $19,881,273 for the nine months ended
September 30, 2000 from $1,019,557 for the nine months ended September 30,
1999. Approximately $17.4 million of the increase in direct costs is
primarily a result of our acquisitions. Additionally, we recorded $328,371
in amortization of goodwill as a result of the acquisitions for the nine
months ended September 30, 2000. As we expand our network to DS-3 level
service in each of our major markets, we expect network cost to continue to
increase. Our gross margin for the nine months ended September 30, 2000
increased to 5.2% from (50.8%) for the nine months ended September 30,
1999. We have continued to purchase additional equipment to expand our IP
network therefore direct costs have increased. As we continue to implement
several of the new wholesale contracts, in the second quarter of fiscal
year 2000, direct costs as a percentage of revenue are expected to decrease
for a period of time and then track as a percentage of revenue.
General and administrative costs, excluding deprecation and
amortization costs, increased to $7,099,223 for the nine months ended
September 30, 2000 from $1,367,490 for the nine months ended September 30,
1999. As we continue to build our network, expand our product offering
and execute our business plan, we expect these expenses to continue
to increase. The primary reason for this increase relates to expanded
marketing efforts and bad debt expense in the amount of approximately
$1.2 million. These costs are expected to increase as a percentage of
revenue for a period, until all necessary personnel and systems are in place
to handle future revenue and support future products. Thereafter, we
anticipate that general and administrative costs will increase but not as a
percentage of revenues.
Depreciation and amortization costs increased to $1,911,144 for the
nine months ended September 30, 2000 from $466,500 for the nine months
ended September 30, 1999. Depreciation consists primarily of the
depreciation of our IP gateways and other telecom equipment. We depreciate
this network equipment over five to seven years on a straight-line basis.
It can be expected that depreciation will continue to increase as we
continue to expand
-22-
our network. Amortization expense consists of the amortization of goodwill
from the acquisitions of Encom (effective June 1, 2000) and Synetric
(effective May 19, 2000).
Net interest expense increased to $811,713 for the nine months ended
September 30, 2000 from $373,166 for the nine months ended September 30,
1999. This increase is the result of the increase in the issuance of
short-term notes and the commissions paid to broker-dealers for the sale of
these notes throughout 1999 and through February 2000. In February 2000,
we began to repay these notes. The current principal balance is $25,000.
Additionally, we incur interest expense for the financing of our capital
equipment through the Cisco Credit Facility and the World Access note.
Accretion of Series A preferred stock increased to $5,674,027 for the
nine months ended September 30, 2000 from $0 for the nine months ended
September 30, 1999. In determining the value of the Series A preferred stock
and contingently issuable warrants, the net proceeds were allocated based
on their relative fair value. The Company allocated proceeds related to
the convertible securities, in June and July 2000, received from the
issuance of the Series A preferred stock of $11,824,993 to the beneficial
coversion feature on the issuance of the Series A preferred stock. The
beneficial converison feature was calculated at the issuance dates of the
Series A preferred stock based on the difference between the conversion price
per share and the market value of the Company's common stock on June 30 and
July 28, 2000. The amount, however, was limited to the proceeds received
from issuing the beneficial convertible security. The Series A preferred
stock holders have the right to convert at the option of each holder, at any
time after six months of closing, into shares of the Company's common stock.
For the three months ended September 30, 2000, the Company accreted
$5,674,027 related to the beneficial conversion feature of the Series A
preferred stock issued on June 30 and July 28, 2000. The remaining
$6,150,996 will be accreted in the subsequent three months. The Company can
require converison of the Series A preferred stock into the Company's common
stock if the average of the closing price of the Company's common stock for
any twenty-one (21) trading day period exceeds $27.50 per share and the
shares of common stock are registered and freely tradeable. Each share of
Series A preferred stock could be converted into one share of common stock.
The Series A preferred stock ranks senior to all classes of common stock.
LIQUIDITY AND CAPITAL RESOURCES
Since January of 1998 NVT, Inc. has privately issued a series of
promissory notes. These funds were used primarily to continue the build-out
of our IP network, which includes equipment purchases, and for working
capital. The terms of these notes are nine-months with an interest rate of
13.35%. The notes are secured by revenues from contracts, equipment and a
10% cash reserve. The Company received a waiver from the Trustee to waive
this requirement as of December 31, 1999, and as of February 23, 2000, the
Company has complied with the debt covenant requirement. Since February
2000, the Company has not issued any of these promissory notes and has
begun to repay the amount of short-term debt.
At September 30, 2000, we had approximately $25,000 outstanding in
such notes. All of the Notes will mature on or before November 2000. At
this time, we intend to repay the Notes with existing cash.
In February 2000, we sold to all accredited investors 1,200,000 shares
of our Common Stock at $4.50 per share through a Private Placement
Memorandum for $5.1 million. The cost of the offering was $125,000 for
finder's fees. On February 3, 2000, the closing sale of our common stock
as quoted on the "Pink Sheet" was $9.69 per share. The net proceeds were
primarily used for marketing, network expansion, working capital and the
repayment of short-term debt.
On May 31, 2000, we completed a credit facility with Cisco that
provides $25.0 million in funding. The funding will be used primarily to
fund equipment purchases in order to expand our network. The funding, in
the form of a loan, is to be used for equipment purchases from Cisco and
soft costs to install that equipment. The Company will receive the funding
from Cisco over a period of 5 years and will be required to repay the
principal plus interest at a rate of approximately 5.5% over LIBOR. There
are no principal payments due until September 30, 2001. As of September 30,
2000, we have approximately $7.0 million outstanding on this facility.
On May 19 2000, we completed the acquisition of 100% of the
outstanding shares of Synetric for 286,458 shares of the Company's
restricted common stock. The stock purchase agreement provides that of the
286,458 shares delivered at closing, 33,229 shares will be held in escrow
for a period of one (1) year following the closing to satisfy any future
indemnification claims. As part of the acquisition approximately $2.7
million of goodwill
-23-
has been recorded and is being amortized over 10 years. Additionally, the
Company issued 20,000 shares of restricted common stock to a consultant in
connection with the acquisition of Synetric.
On June 30 and July 28, 2000, we completed the issuance of a total
4,398,658 shares of the Series A preferred stock at $3.50 per share for
approximately $13.2 million to certain investors in a private equity
offering. The closing price of common stock on June 30, 2000 as quoted in
the Pink Sheets was $8.75 per share and the closing sale price on July 28,
2000 was $8.25 per share. Pursuant to the Amended and Restated Securities
Purchase Agreement, if the Company's EBITDA is more than or equal to
negative $2.5 million as of December 31, 2000 then Company must issue
approximately 284,000 warrants to certain investors to purchase additional
shares of Series A preferred stock, or common stock if the Series A
preferred stock has been converted at the time of warrant issuance. The
EBITDA warrants have an exercise price of $0.01 per share and shall expire
on the date immediately following the day upon which the Company's audited
financial statements are delivered to the Company by its independent
auditors, but in no event later than April 2, 2001. Pursuant to the
Amended and Restated Securities Purchase Agreement, the Company may be
required to issue approximately 240,000 warrants to certain investors to
purchase additional shares of Series A preferred stock, or common stock if
converted, by November 1, 2000 if the Company has not been listed on
NASDAQ. These warrants have an exercise price of $0.01 per share and shall
expire on June 30, 2010. The investors were also granted certain
registration rights with respect to the shares issued under the Securities
Purchase Agreement pursuant to a Registration Rights Agreement. Net
proceeds from this offering are to be used for continued network expansion
and for working capital.
In determining the value of the Series A preferred stock and contingently
issuable warrants, the net proceeds were allocated based on their relative
fair value. The Company allocated proceeds related to the convertible
securities from the issuance of the Series A preferred stock of $11,824,993
to the beneficial conversion feature on the issuance of the Series A
preferred stock. The beneficial conversion feature was calculated at the
issuance dates of the Series A preferred stock based on the difference
between the conversion price per share and the market value of the Company's
common stock on June 30 and July 28, 2000. The amount, however, was limited
to the proceeds received from issuing the beneficial convertible security.
The Series A preferred stock holders have the right, at no additional cost,
to convert at the option of each holder, at any time after six months of
closing, into shares of the Company's common stock. For the three months
ended September 30, 2000, the Company accreted $5,674,027 related to the
beneficial conversion feature of the Series A preferred stock issued on
June 30 and July 28, 2000. The remaining $6,150,966 will be accreted in
the subsequent three months. The Company can require conversion of the
Series A preferred stock into the Company's common stock if the average
of the closing price of the Company's common stock for any twenty-one (21)
trading day period exceeds $27.50 per share and the shares of common stock
are registered and freely tradeable. In this instance, each share of Series A
preferred stock could be converted, at no additional cost to the shareholder,
into one share of common stock. The Series A preferred stock ranks senior to
all classes of common stock.
Subsequent to November 1, 2000 and pursuant to the Amended and Restated
Securities Purchase Agreement, the Company has not achieved NASDAQ listing
and therefore will have to issue the NASDAQ warrants to certain investors
in the amount of approximately 240,000 shares. These warrants have an
exercised price of $0.01 per share.
On June 30, 2000, we completed an acquisition of certain assets and
liabilities of Encom for $6.0 million in cash, $2.1 million
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in a convertible secured note and assumed liabilities of approximately $3.3
million, including approximately $2.7 million of assumed capital lease
obligations. The debt is payable to World Access over a period of four
years at a rate of 2% over LIBOR. There are no principal payments due
until December 31, 2001. The holder of the convertible secured note, at
any time prior to or on the maturity date, may convert the then outstanding
principal amount into shares of the Company's common stock at the current
market price or a price not less than $10.00 per share. Substantially all
of the assets of this subsidiary are pledged as collateral for this Note.
Additionally, the Company is fully and unconditionally liable for the
payment of the Note to World Access. As part of the acquisition
approximately $7.1 million of goodwill has been recorded and is being
amortized over 10 years.
As of September 30, 2000, we had approximately $4.9 million in cash
and cash equivalents. Our operating activities used cash of approximately
$3.5 million for the nine months ended September 30, 2000, compared to
approximately $2.2 million for the nine months ended September 30, 1999.
Our cash used in operating activities was principally a result of the
Company losses. Cash used in investing activities for the nine months
ended September 30, 2000 was approximately $14.9 million and cash provided
by investing activities was approximately $114,000 for the nine months
ended September 30, 1999. Our cash used in operating and investing
activities was principally for the acquisition of Encom and the purchase of
telecommunications equipment. Our financing activities provided cash of
approximately $23.2 million and $2.1 million for the nine months ended
September 30, 2000 and 1999, respectively. The principal sources of the
cash provided were additional funding from the sale of the Series A
preferred stock and common stock offerings in February and May 2000.
Our future capital requirements will depend on numerous factors, including:
* market acceptance of our services;
* brand promotions;
* the amount of resources we devote to the development of our
current and future products; and
* the expansion of our in-house sales force and marketing our
services.
We may experience a substantial increase in our capital expenditures
and lease arrangements consistent with the growth in our operations and
adding additional personnel. Our current cash flow from operations is not
sufficient to meet our working capital and capital expenditure needs for at
least the next twelve (12) months and accordingly, we have obtained and
will continue to seek additional financing. Accordingly, there can be no
assurance that we will have sufficient capital to finance potential
acquisitions or other growth oriented activities, and may issue additional
equity securities, incur debt or obtain other financing. We have no other
material capital commitments.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not currently a party to any legal proceedings, nor are we
aware of pending or threatened litigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In February 2000, the Company sold 1,200,000 shares of its common
stock at $4.25 to 79 investors for a total of $5,100,000. Finders fee of
$125,000 were paid in connection with the sales. The shares of common
stock issued by the Company in connection with this offering are deemed
"restricted securities" within the meaning of that term as defined in Rule
144 of the Securities Act of 1933, as amended ("Act") and were issued
pursuant to certain "private placement" exemptions under Section 4(2) and
rule 506 of Regulation D of the Act, as promulgated by the Securities and
Exchange Commission. The sales of the common stock were to "accredited"
investors, as that term is defined in rule 501 of Regulation D of the Act,
and were transactions by the Company not involving any public offering.
Although not required, all such accredited investors had access to
information on the Company necessary to make an informed investment
decision. All of the aforesaid purchasers were fully informed and advised
concerning the Company, its business, financial and other matters by way of
a Private Placement Memorandum. All of the aforesaid securities have been
appropriately marked with a restricted legend and are "restricted
securities," as defined in Rule 144 of the rules and regulations of the
Securities and Exchange Commission. The Company's transfer agent has been
instructed to mark "stop transfer" on its ledgers to assure that these
securities will not be transferred absent registration or until the
availability of an exemption therefrom is determined. The proceeds of this
offering were used for working capital, marketing efforts and payment of
short-term debt.
In February 2000, the Company declared a 2-for-1 stock split of all
outstanding shares for all stockholders of record as of March 14, 2000.
Retroactive effect has been given to the stock split in stockholders'
equity accounts as of December 31, 1999, and in all share and per-share
data in the accompany consolidated unaudited interim financial statements.
On June 30, 2000, the Company issued 3,578,349 shares at $3.25 share
of the Series A preferred stock to certain purchasers for approximately
$10.6 million in cash pursuant to a Securities Purchase Agreement among the
Company and the purchasers (the "Securities Purchase Agreement"). Pursuant
to the Securities Purchase Agreement, if the Company's EBITDA is more than
or equal to negative $2.5 million as of December 31,2000 then Company must
issue approximately 238,000 warrants to certain investors to purchase
additional shares of Series A preferred stock, or common stock if the
Series A preferred stock has been converted at the time of warrant
issuance. The EBITDA warrants have an exercise price of $0.01 per share
and shall expire on the date immediately following the day
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upon which the Company's audited financial statements are delivered to the
Company by its independent auditors, but in no event later than April 2,
2001. Pursuant to the Securities Purchase Agreement, the Company may be
required to issue approximately 201,000 warrants to certain investors to
purchase additional shares of Series A preferred stock, or common stock if
converted, by November 1, 2000 if the Company has not been listed on
NASDAQ. These warrants have an exercise price of $0.01 per share and shall
expire on June 30, 2010. The purchasers were also granted certain
registration rights with respect to the shares issued under the Securities
Purchase Agreement pursuant to a Registration Rights Agreement. The
proceeds of this offering were used fund the acquisition of Encom.
On July 28, 2000, the Company issued an additional 820,309 shares at
$3.25 per share of the Series A preferred stock to certain purchasers for
approximately $2.6 million in cash pursuant to the Amended and Restated
Securities Purchase Agreement. Pursuant to the Amended and Restated
Securities Purchase Agreement, if the Company's EBITDA is more than or equal
to negative $2.5 million as of December 31,2000 then Company must issue
approximately 46,000 warrants to certain investors to purchase additional
shares of Series A preferred stock, or common stock if the Series A preferred
stock has been converted at the time of warrant issuance. The EBITDA
warrants have an exercise price of $0.01 per share and shall expire on the
date immediately following the day upon which the Company's audited financial
statements are delivered to the Company by its independent auditors, but in
no event later than April 2, 2001. Pursuant to the Amended and Restated
Securities Purchase Agreement, the Company may be required to issue
approximately 39,000 warrants to certain investors to purchase additional
shares of Series A preferred stock, or common stock if converted, by
November 1, 2000 if the Company has not been listed on NASDAQ. These
warrants have an exercise price of $0.01 per share and shall expire on
June 30, 2010. The purchasers were also granted certain registration rights
with respect to the shares issued under the Amended and Restated Securities
Purchase Agreement pursuant to the Amended and Restated Registration Rights
Agreement. The proceeds of this offering were used for working capital,
marketing efforts and payment of short-term debt.
ITEM 3. DEFAULT UPON SENIOR SECURITIES.
There was no default upon our senior securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
(1) On May 19, 2000, we filed a Form 8-K (pursuant to Item 2 and 7)
in connection with the acquisition of Synetric, Inc. pursuant to
a definitive Stock Purchase Agreement ("Agreement") whereby we
acquired all of the issued and outstanding shares of Synetric
from eight (8) individuals, including officers and directors of
Synetric. Pursuant to the Agreement, we issued 286,458 shares of
the Company's restricted common stock. The Agreement provides
that of the 286,458 shares delivered at closing, 33,229 shares
will be held in escrow for a period of one (1) year following the
closing to satisfy any future indemnification claims.
(2) On June 23, 2000, we filed a Form 8-K (pursuant to Item 5) in
connection to a Credit Agreement with Cisco Systems Capital
Corporation. The Credit Agreement permits the Company to borrow
up to $15,000,000 for a twelve-month period and an additional
$10,000,000 for a twelve-month period after year one. We must
utilize the proceeds of the Credit Agreement of up to $20,000,000
for the financing of the purchase of Cisco Systems networking
hardware and up to $5,000,000 for the costs of integration and
installation of Cisco Systems solutions.
(3) On June 30, 2000, we filed a Form 8-K (pursuant to Item 2, 5 and
7) in connection with the acquisition of certain assets and
liabilities of Enhanced Communications, a division of World
Access Telecommunications Group, Inc. for $6.0 million in cash,
$2.1 million in a convertible secured note and assumed
liabilities of approximately $3.3 million and the issuance of
3,578,349 shares of newly created series of Series A preferred
stock to certain purchasers for approximately $10.6 million in cash.
(4) On August 17, 2000, we filed a Form 8-K (pursuant to Item 5) in
connection with the issuance of an additional 818,309 shares of
a newly created series of Series A preferred stock to certain
purchasers for approximately $2.6 million in cash pursuant to the
Amended and Restated Securities Purchase Agreement among the
Company and the purchasers.
(5) On September 24, 2000, we filed an amended Form 8-K (pursuant to
Item 5 and 7) in connection with the acquisition of Synetric,
Inc. pursuant to a definitive Stock Purchase Agreement.
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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.
NETVOICE TECHNOLOGIES CORPORATION
Date: November 14, 2000 By: /s/ JEFFREY ROTHELL
--------------------------------------
Jeffrey Rothell, President, Chief
Executive Officer
Date: November 14, 2000 By: /s/ GARTH COOK
--------------------------------------
Garth Cook, Treasurer, Chief Financial
Officer and Chief Accounting Officer
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