Filed Pursuant to Rule 424(b)(3)
Registration No. 333-45778
Prospectus dated February 14, 2001
[graphic]
800,000 Units
We are offering 800,000 units, each unit consisting of two shares of our
common stock with no par value and one class B common stock purchase warrant,
which entitles the holder to purchase one share of our common stock at an
exercise price of $2.925 per share at anytime within a five year period from the
date on this prospectus.
Concurrent with the offer and sale of shares of our units described in this
prospectus, our selling stockholders are offering shares of our common stock for
sale in a non-underwritten offering by a separate prospectus. We will not
receive any proceeds from sales by our selling stockholders. We and the selling
stockholders will sell a combined total of 2,035,041 shares of our common stock.
Our common stock trades on The Nasdaq SmallCap Market under the symbol PSCO
and our class A common stock purchase warrants trade under the symbol PSCOW. Our
class B common stock purchase warrants will trade under the symbol PSCOZ. In
addition, our common stock and class B warrants have been approved for listing
on the Boston Stock Exchange under the symbols PTS and PTS&Z, respectively. The
units will not be a traded security. On February 14, 2001, the reported last
sale price of our common stock on The Nasdaq SmallCap Market was $2.25 per
share.
It is anticipated that the proceeds from this offering, together with
operating cash flow, will be sufficient to fund our operations for approximately
three months following this offering. In the event that we can not obtain
additional funds after three months, we may be required to curtail or cease
operations.
Your investment in our securities involves a high degree of risk. Before
investing in our securities, you should consider carefully the risks described
under "Risk Factors" beginning on page 8.
The offering Per unit Total
- ------------ -------- -----
Public offering price $ 4.50 $ 3,600,000
Underwriting discounts $ .45 $ 360,000
Proceeds to ProtoSource Corporation $ 4.05 $ 3,240,000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Kashner Davidson Andrew, Alexander, Wise
Securities Corporation & Company, Incorporated
TABLE OF CONTENTS
Section Page
- ------- ----
Prospectus Summary ................................................. 3
Recent Developments ................................................ 7
Risk Factors ....................................................... 8
Use of Proceeds .................................................... 14
Price Range of Common Stock ........................................ 15
Dividend Policy .................................................... 15
Dilution ........................................................... 16
Capitalization ..................................................... 17
Selected Financial Data ............................................ 18
Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 19
Business ........................................................... 24
Management ......................................................... 33
Summary Compensation Table ......................................... 35
Security Ownership of Management and Certain Beneficial Owners ..... 38
Description of Capital Stock ....................................... 39
Shares Eligible for Future Sale .................................... 42
Underwriting ....................................................... 43
Certain Transactions ............................................... 45
Legal Matters ...................................................... 45
Experts ............................................................ 45
Additional Information ............................................. 46
Index to Financial Statements ...................................... F-1
NOTICE TO ARIZONA RESIDENTS
This offering was approved in the state of Arizona based on certain
suitability standards. Offers and sales of the securities in this offering to
persons within the state of Arizona are limited to investors that either: (1)
have a minimum income of $100,000 or $150,000 when combined with spouse, in
gross income during the prior year, with a reasonable expectation that such
income will continue in the current year; or (2) have a minimum net worth of
$250,000, or $300,000 when combined with spouse, exclusive of home, home
furnishings and automobiles, with the investment in this offering not to exceed
10% of the net worth of the net worth of the investor, together with spouse, if
applicable.
Persons in the state of Arizona who do not satisfy the above requirements, or
have questions relating to the same, may contact the underwriter for further
details.
NOTICE TO CALIFORNIA RESIDENTS
This offering was approved in the state of California based on a limited
offering qualification to investors who meet certain financial suitability
requirements, and as a result thereof the issuer did not have to demonstrate
compliance with some or all of the merit regulations of the Department of
Corporations as found in Title 10, CA Code of Regulations, Rule 260.140.
The exemptions available for resales in the state of California under
Corporations Code Sec. 25104(h) have been withheld and are not available to the
California investors, however, other exemptions may be available to the
investors to cover certain private sales by the bona-fide owner for his own
account, without advertising and without being effected by or through a broker
dealer in a public offering.
DEALER PROSPECTUS DELIVERY OBLIGATIONS
Until March 11, 2001, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the obligation to deliver a
prospectus when acting as underwriters and with respect to unsold allotments or
subscriptions.
2
PROSPECTUS SUMMARY
ProtoSource Corporation
Our Business .................. ProtoSource Corporation is made up of two divisions,
psnw.com and Suncoast Automation, Inc.
Our psnw.com division is an Internet Service Provider based
in Fresno, California. Earlier this year, the division
refocused its strategy away from dial-up access into three
new services: (1) high-speed Internet access reselling
ADSL/SDSL; (2) web design, development and hosting for small
and medium-sized businesses; and (3) outsourced technical
support for other ISPs.
We recently acquired Suncoast Automation, Inc., a Delaware
corporation. Suncoast is the second of our two operating
divisions. It provides interactive cable TV systems to the
vacation ownership, or timeshare industry. The interactive
system allows the resort guest to interface with the set-top
box via a remote keyboard to access basic and premium TV
programming, the Internet, games and the resort's property
management system.
As a result of the recent acquisition, we expect to
concentrate our efforts and resources on providing
interactive cable TV systems and high-speed Internet access
via cable, to the timeshare industry.
Our Products .................. Through our psnw.com division, we offer Internet access to
residential customers through dial-up and ADSL connections
and to business customers via SDSL and private lines. We
also offer Web design, development, and hosting services.
Through Suncoast we provide basic cable TV, premium
channel packages and high-speed Internet access to the
timeshare industry.
Our Customers ................. psnw.com currently has over 6,000 dial-up customers, over
200 customers for web hosting, over 10 customers for web
design and development, and over 60 for ADSL/SDSL.
Additionally, we provide technical support for over 6,500
dial-up customers for 9 other ISP's.
Suncoast Automation currently has two resort owners for
its cable TV systems - Sunterra Communications Corp. and
Bluegreen Resorts Management, Inc. These two customers
have contracted with us for 3,505 units across 11 resorts.
Currently, over 80% of Suncoast's revenues come from
Sunterra Communications Corp., as Bluegreen has not been
installed.
Our Industry .................. According to Dataquest, the worldwide help desk market is
growing at over 25% per year. According to Telechoice, the
DSL market is expected to grow from 500,000 subscribers in
1999, to over 9.5 million by 2003.According to Zona
Research, the market for outsourced web development
services will grow from $4 billion in 1998 to over $15.8
billion in 2002. According to a survey sponsored by the
American Resort Developers Association, there are over
1,600 timeshare resorts in the US today. Their study
indicates "a consistent growth of sales volume of between
14% and 17% annually over the last decade."
3
Our Strategy .................. Our strategy is to operate as two divisions: 1) psnw.com,
which will focus on Internet access, web design/
development/hosting and outsourced technical support
primarily to business customers; and 2) Suncoast
Automation, which will provide cable TV and high-speed
Internet access to the timeshare industry.
Our Risks ..................... An investment in our securities offered in this offering,
involves a high degree of risks. Please see our "Risk
Factors" section beginning on page 8.
Our Principal Offices ......... Our principal executive offices are located at 2300 Tulare
Street, Suite 210, Fresno, CA 93721 and our telephone
number is (559) 486-8600. We are a California corporation.
4
The Offering
Common stock outstanding 2,734,648 shares of common stock
prior to this offering. ......
Securities offered directly 800,000 units consisting of two shares of our
by us in this offering ....... common stock with no par value and one class B
common stock purchase warrant.
Securities offered by the
selling stockholders in a 435,041 shares of common stock
concurrent non-underwritten
offering .....................
Common stock to be 4,334,648 shares of common stock. In
outstanding after this calculating the number of shares, we included
offering ..................... the shares being offered by the selling
stockholders in a concurrent non-underwritten
offering by a separate prospectus
Use of proceeds .............. We intend to use the net proceeds of this
offering for repayment of promissory notes,
trade payables, working capital purposes and
to repay certain indebtedness.
Trading symbols .............. Our common stock trades on The Nasdaq SmallCap
Market under the symbol PSCO and our class A
common stock purchase warrants trade under the
symbol PSCOW. Our class B common stock
purchase warrants will trade under the symbol
PSCOZ. The units will not be a traded
security. In addition, our common stock and
class B warrants have been approved for
listing on the Boston Stock Exchange under the
symbols PTS and PTS&Z, respectively.
The number of shares of common stock to be outstanding immediately after this
offering excludes:
o 1,137,000 shares of common stock issuable upon the exercise of 1,137,000
class A common stock purchase warrants
o 920,000 shares of common stock issuable upon the exercise of 1,150,000
class B common stock purchase warrants, including underwriter's
over-allotment option
o 240,000 shares of common stock issuable upon the exercise of the
underwriter's warrant and class B common stock purchase warrants
o 240,000 shares of common stock subject to the underwriter's over-
allotment option
o 649,378 shares of common stock issuable upon the exercise of additional
warrants and options
o 135,167 shares of common stock issuable upon the exercise of options issued
in connection with our 1994 Stock Option Plan
o 100,000 shares of common stock issuable upon the exercise of options issued
in connection with our 1999 Stock Option Plan
o 866,988 shares of common stock issuable upon shareholder approval in
connection with the acquisition of Suncoast Automation, Inc.
5
Summary Selected Financial Data and Proforma Financial Data
The summary financial data set forth below has been derived from our audited
and unaudited financial statements included in this prospectus.
Nine Months Ended Year Ended
September 30, December 31,
--------------------------------------- -------------------------
2000(1) 2000 1999 1999 1998
----------- ----------- ---------- ----------- -----------
(proforma) (unaudited)
Statement of Operations Data:
Revenues................................................ $ 1,305,372 $ 1,187,820 $ 759,708 $ 1,125,225 $ 882,651
Operating expenses...................................... 4,573,663 3,349,972 1,675,395 2,566,218 2,068,145
Operating loss.......................................... (3,268,291) (2,162,152) (915,687) (1,440,993) (1,185,494)
Total other income (expense)............................ (869,870) (843,816) 162,253 147,353 (510,735)
Income (loss) before income taxes....................... (4,138,161) (3,005,968) (753,434) (1,293,640) (1,696,229)
Income taxes............................................ 10,565 1,279 -- -- --
Net income (loss)....................................... (4,148,726) (3,007,247) (753,434) (1,293,640) (1,696,229)
Basic and diluted income (loss) Per share............... $ (1.23) $ (1.34) $ (0.42) $ (0.72) $ (1.24)
Basic and diluted weighted average Number of common
shares outstanding...................................... 3,363,458 2,250,615 1,775,177 1,789,453 1,365,484
December 31, September 30, 2000
1999 September 30, 2000 as Adjusted(2)
----------- ----------------- -----------------
(unaudited)
Balance Sheet Data:
Cash and cash equivalents............................................ $ 677,319 $ 240,783 $ 1,491,340
Working capital (deficit)............................................ 554,668 (1,621,322) 1,279,235
Total assets......................................................... 3,685,181 12,795,229 13,920,229
Long-term debt....................................................... 21,019 163,050 163,050
Stockholders' equity................................................. 3,400,308 10,150,428 12,925,428
- ---------------
(1) Proforma shows the effect of the acquisition of Suncoast Automation,
Inc. See the proforma unaudited financial statements and accompanying
notes for a further explanation.
(2) As adjusted to give effect to the receipt and application of the
estimated net proceeds of this offering without giving effect to the
exercise of class A or class B warrants, the underwriters' warrants or
other outstanding warrants or stock options.
6
RECENT DEVELOPMENTS
The Suncoast Acquisition
On August 22, 2000, we acquired all the outstanding common stock of Suncoast
Automation, Inc. in exchange for 1,303,072 shares of our common stock. In
addition, we agreed to deposit 1,000,000 shares of our common stock with an
escrow agent. Over the 27 months following the effective date of this offering,
Suncoast's shareholders may earn some or all of these shares based upon meeting
the following criteria: 500,000 shares will be released when Suncoast installs
19,000 subscribers/rooms and achieves $1,300,000 in cumulative cash flow. The
balance of the shares will be released in 10% increments for each additional
increment of 1,900 subscribers/rooms and $190,000 in cumulative cash flow added.
In January 2001, Nasdaq informed us that as a result of the Suncoast
transaction, we violated a Nasdaq marketplace rule, which requires shareholder
approval for the issuance of 20% or more of an issuer's securities in connection
with an acquisition of assets or securities of another company. In order to
remain in compliance with Nasdaq continued listing requirements, Suncoast
shareholders agreed to return to us 866,988 shares out of the 1,303,072 shares
of common stock issued to them in order to reduce the issuance of our common
stock in this acquisition to under 20% and maintain our listing on The Nasdaq
SmallCap Market.
Effective January 16, 2001, we entered into an amendment to the stock
exchange agreement with the former Suncoast shareholders which provides the
following:
o The former Suncoast shareholders agreed to return an aggregate of 866,988
shares of our common stock.
o The 866,988 shares of common stock will be reissued to the former
shareholders of Suncoast in the event shareholder approval is obtained.
o The Suncoast acquisition agreement was further modified to provide that no
additional shares of common stock will be issued to the former Suncoast
shareholders, unless and until our shareholders approve the issuance. The
agreement also states that no other compensation of any kind or nature will
be issued to the former Suncoast shareholders at any time in the event we
fail to receive shareholder approval for the issuance. The agreement
specifically states that even if we are eventually delisted from Nasdaq, no
further compensation will be issued to the former Suncoast shareholders.
7
RISK FACTORS
Investing in our securities will provide you with an equity ownership
interest in ProtoSource. As one of our shareholders, your investment will be
subject to risks inherent in our business. If any of the following risks
actually occur, our business could be harmed. In that event, the trading price
of our shares might decline, and you could lose all or part of your investment.
You should carefully consider the following factors as well as other information
contained in this prospectus before deciding to invest in shares of our
securities. Additional risks that are not currently known to us or that we deem
immaterial may also harm us and the value of your investment. An investment in
our securities involves a high degree of risk.
Risks Related To Our Business And Industry
The proceeds from this offering, together with operating cash flow, will only
permit us to operate for approximately three months.
It is anticipated that the net proceeds from this offering, together with
operating cash flow, will be sufficient to fund our operations for approximately
three months following this offering. In the event that we can not obtain
additional funds after three months, we may be required to curtail or cease
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" on page 20 for a more
detailed discussion.
We have a history of operating losses and we expect these losses to continue.
We have experienced significant losses. We expect to continue to incur
significant losses for the foreseeable future. For the past five years, we have
funded our operations with the proceeds from two public offerings and various
private placements. We incurred net losses of approximately $1,696,229 and
$1,293,640 for the years ended December 31, 1998 and 1999, respectively, and
$3,007,247 for the nine months ended September 30, 2000. We have an accumulated
deficit of $11,064,021 at September 30, 2000. We expect our expenses to increase
as we expand our business. We cannot assure you that our revenues will increase
as a result of our increased spending. If revenues grow more slowly than we
anticipate, or if operating expenses exceed our expectations, we may not become
profitable. Even if we become profitable, we may not be able to sustain our
profitability. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on page 19 for a more detailed discussion.
We have experienced significant growth in a short period of time and may have
trouble integrating acquired businesses and managing our expansion.
Since November 1999, we have completed two acquisitions. Acquisitions may
involve numerous risks, including difficulty in integrating operations,
technologies, systems, and products and services of acquired companies,
diversion of management's attention and disruption of operations, increased
expenses and working capital requirements, entering markets in which we have
limited or no prior experience and where competitors in such markets have
stronger market positions and the potential loss of key employees and customers
of acquired companies. In addition, acquisitions may involve financial risks,
such as the potential liabilities of the acquired businesses, the dilutive
effect of the issuance of additional equity securities, the incurrence of
additional debt, the financial impact of transaction expenses and the
amortization of goodwill and other intangible assets involved in any
transactions that are accounted for using the purchase method of accounting, and
possible adverse tax and accounting effects.
We have a limited history of owning and operating our acquired businesses on a
consolidated basis, which could result in ineffective management of these
businesses.
There can be no assurance that we will be able to meet performance
expectations or successfully integrate our acquired businesses on a timely basis
without disrupting the quality and reliability of service to our customers or
diverting management resources. Our rapid growth has placed and will continue to
place a significant strain on management, our financial resources, and on our
information, operating and financial systems. If we are unable to manage this
growth effectively, it may have an adverse effect on our business, financial
condition and results of operations. See "Business" on page 24 for a more
detailed discussion.
8
Our recent acquisition of Suncoast may have an adverse effect on our earnings.
We recently acquired Suncoast Automation, Inc. Suncoast is one of our two
operating divisions and provides interactive cable TV systems to the timeshare
industry. If we are unable to effectively integrate Suncoast's business into our
existing business, it may have an adverse effect on our earnings or revenue
growth. See "Business" on page 24 for a more detailed discussion.
Because Suncoast has a limited operating history, we cannot assure that we can
successfully execute our business strategy.
We are relying heavily on the prospects of Suncoast for our future revenue
growth. In the year ended December 31, 1999, Suncoast had total revenues of only
$164,535. Our expectations for growth may not be realized unless Suncoast is
able to obtain substantial additional long-term contacts with timeshare resorts.
If we are unable to successfully execute our business strategy, we would likely
not achieve anticipated levels of revenue growth. In this event, we would be
unable to achieve profitability. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 19 for a more detailed
discussion.
All of Suncoast's revenue comes from two customers; if Suncoast loses either of
these customers, our revenue could decline significantly.
At present, approximately 80% of Suncoast's business is from a single
account, Sunterra Communications Corp. and the 20% balance is derived from one
other account. If Suncoast loses either of these customers, we could experience
a significant reduction in our revenue. Also, the insolvency of these customers
could decrease revenue. As many of our costs and operating expenses are
relatively fixed, a reduction in net revenue can decrease our profit margins and
adversely affect our business, financial condition and results of operations.
Our growth strategy may not be successful.
Our growth strategy for our Suncoast division is largely dependent upon
selling long-term contracts to the owners/operators of timeshare resort
properties. We may not be successful, however, in convincing these owners of the
advantages of our technology. In addition, our psnw.com division may encounter
substantial competition from other cable operators, ISPs and telecommunications
providers that are seeking to protect or expand their customer base. Most of
these competitors have larger customer bases and greater financial resources.
Our inability to acquire these contracts on favorable terms in the future could
have an adverse effect on our business, financial condition, and results of
operations.
Our efforts to concentrate our psnw.com business in commercial accounts may be
unsuccessful resulting in significant financial losses.
Because acquisition of monthly residential accounts has required excessive
marketing costs in relation to revenue expectations, we have elected to cease
advertising and other marketing expenses directed towards that business. As a
consequence, we are concentrating our efforts to obtain commercial accounts,
which we believe can be profitable. If we are unable to obtain a sufficient
number of commercial accounts or that business is not profitable as we project,
our business, financial condition and results of operations. See "Business" on
page 24 for a more detailed discussion.
If we are unable to respond to rapidly changing technology and process
development, we may not be able to compete effectively.
Rapidly changing technology and continuing process development characterize
the market for our products and services. The future success of our business
will depend in large part upon our ability to maintain and enhance our
technological capabilities, to develop and market products and services that
meet changing customer needs, and to successfully anticipate or respond to
technological changes on a cost-effective and timely basis. In addition, the
Internet industry could in the future encounter competition from new or revised
technologies that render existing technology less competitive or obsolete or
that reduce the demand for our services. There can be no assurance that we will
effectively respond to the technological
9
requirements of the changing market. To the extent we determine that new
technologies and equipment are required to remain competitive, the development,
acquisition and implementation of such technologies and equipment may require us
to make significant capital investments. There can be no assurance that capital
will be available for these purposes in the future or that investments in new
technologies will result in commercially viable technological processes. See
"Business" on page 24 for a more detailed discussion.
Our business will suffer if we are unable to attract and retain key personnel
and skilled employees.
We depend on the services of our key senior executives, including William
Conis, Mark Blanchard, and Theodore Triantafilu. Our business also depends on
our ability to continue to recruit, train and retain skilled employees,
particularly executive management, engineering and sales personnel. Recruiting
personnel in our industry is highly competitive. In addition, our ability to
successfully integrate acquired companies depends in part on our ability to
retain key management and existing employees at the time of the acquisition.
There can be no assurance that we will be able to retain our executive officers
and key personnel or attract additional qualified management in the future.
Our future indebtedness could adversely affect our financial health and severely
limit our ability to plan for or respond to changes in our business.
We plan to incur indebtedness from time to time to finance acquisitions or
capital expenditures or for other purposes. This debt could have adverse
consequences for our business, including:
o We will be more vulnerable to adverse general economic conditions;
o We will be required to dedicate a substantial portion of our cash flow from
operations to repayment of debt, limiting the availability of cash for
other purposes;
o We may have difficulty obtaining additional financing in the future for
working capital, capital expenditures, acquisitions, general corporate
purposes or other purposes;
o We may have limited flexibility in planning for, or reacting to, changes
in our business and industry;
o We could be limited by financial and other restrictive covenants in our
credit arrangements in our borrowing of additional funds; and
o We may fail to comply with the covenants under which we borrowed our
indebtedness, which could result in an event of default. If an event of
default occurs and is not cured or waived, it could result in all amounts
outstanding, together with accrued interest, becoming immediately due and
payable. If we were unable to repay such amounts, the lenders could proceed
against any collateral granted to them to secure that indebtedness. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 19 for a more detailed discussion.
If Internet usage does not continue to grow, we may not be able to continue our
business plan resulting in a curtailment or cessation of operations.
Widespread use of the Internet is a relatively recent phenomenon. Our future
success depends on continued growth in the use of the Internet and the continued
development of the Internet as a viable commercial medium. We cannot be certain
that Internet usage will continue to grow at or above its historical rates or
that extensive Internet content will continue to be developed or be accessible
at no or nominal cost to users. If Internet use does not continue to grow or
users do not accept our products and services, our business could be adversely
affected and as a result the price of our common stock may decline.
State and federal government regulation could require us to change our business.
We provide Internet access and cable TV, in part, using telecommunications
services provided by carriers that are subject to the jurisdiction of state and
federal regulators. Due to the increasing popularity and use of the Internet,
state and federal regulators may adopt additional laws and regulations relating
to content, user privacy, pricing, copyright infringements and other matters. We
cannot predict the impact, if any, that future regulation or regulatory changes
may have on our business.
10
We face risks of claims from third parties for intellectual property
infringement and other matters that could adversely affect our business.
Our services operate in part by making Internet content and cable TV
programming available to our users. This creates the potential for claims to be
made against us, either directly or through contractual indemnification
provisions with third parties. Claims might, for example, be made for
defamation, negligence, copyright, trademark or patent infringement, personal
injury, invasion of privacy or upon other legal theories. Any claims could
result in costly litigation and be time consuming to defend, divert management's
attention and resources, cause delays in releasing new or upgraded existing
services or require us to enter into royalty or licensing agreements. Royalty or
licensing agreements, if required, may not be available on acceptable terms, if
at all.
Litigation regarding intellectual property rights is common in the Internet
and software industries. We expect that Internet technologies and software
products and services may be increasingly subject to third-party infringement
claims as the number of competitors in our industry segment grows and the
functionality of products in different industry segments overlaps.
There can be no assurance that our services do not infringe the intellectual
property rights of third parties. A successful claim of infringement against us
and our failure or inability to license the infringed or similar technology
could adversely affect our business, financial condition and results of
operations.
We may incur liabilities for the activities of users of our service resulting in
unanticipated expenses.
The law relating to the liability of providers of online services for
activities of their users is currently unsettled and could damage our business.
We do not carry insurance that will indemnify us for all liability for
activities of our users. Our advertisers' Websites may contain text, images or
information that could infringe third-party copyrights, trademarks or other
intellectual property rights. We cannot assure you that we will successfully
avoid civil or criminal liability for unlawful activities carried out by users
of our service. The imposition upon us of potential liability for unlawful
activities of users of our service could require us to implement measures to
reduce our exposure to such liability, which may require us, among other things,
to spend substantial resources or to discontinue certain service offerings. Any
costs incurred as a result of such liability or asserted liability could damage
our business.
Risks Related To This Offering and Our Common Stock
Sales of our shares by the selling stockholders in a concurrent offering may
depress our stock price.
Concurrent with the offer and sale of shares of our common stock described in
this prospectus, our selling stockholders may offer, from time to time, 435,041
shares of our common stock for sale in a non-underwritten offering by a separate
prospectus. Sale of a substantial number of shares of our common stock in the
public market by our selling stockholders concurrently with this offering could
depress the market price of our common stock and could impair our ability to
raise capital through the sale of additional equity securities. Based on shares
outstanding as of December 12, 2000, upon completion of this offering we will
have outstanding 4,334,648 shares of common stock, assuming no exercise of the
underwriters' over-allotment option. Of these shares, the shares of common stock
sold in this offering and the concurrent selling stockholders offering will be
freely tradable, without restriction, in the public market. The concurrent
selling of a substantial number of shares by the selling stockholders within a
relatively short period of time could have the effect of depressing the market
price of our common stock and could impair our ability to raise capital through
the sale of additional equity securities. See "Shares Eligible for Future Sale"
on page 42.
Management will have control of the company and will have broad discretion with
the expenditure of 100% of the proceeds of this offering.
The net proceeds of this offering will be used generally for repayment of
certain debt, business expansion, marketing, and general working capital. In
addition, up to approximately $300,000 is intended to be used to repay certain
liabilities relating to Suncoast. Funds received from this offering will come
directly to us, however, and we are not obligated in to spend any funds towards
any particular item, giving us broad discretion as to the use of proceeds within
the catagories set forth in our "Use of Proceeds" section. We may
11
also use portions of the proceeds for other purposes. No person should invest
who is unwilling to entrust all aspects of our affairs and the application of
the proceeds of this offering to our existing management.
The exercise of our outstanding warrants and options may depress our stock
price.
Not including the 800,000 class B warrants to be issued in connection with
this offering, we currently have 2,021,545 warrants and options to purchase
shares of our common stock outstanding. The exercise of warrants and/or options
by a substantial number of holders within a relatively short period of time
could have the effect of depressing the market price of our common stock and
could impair our ability to raise capital through the sale of additional equity
securities. See "Description of Capital Stock - Other Warrants" on page 39.
The issuance of up to 1,866,988 additional shares of common stock in connection
with our acquisition of Suncoast may dilute your investment in our common stock.
On August 22, 2000, we acquired all the outstanding common stock of Suncoast
Automation, Inc. in exchange for 1,303,072 shares of our common stock. In
connection with our continued Nasdaq listing, 866,988 out of the 1,303,072
shares of common stock issued to Suncoast shareholders were returned to us for
cancellation and will be reissued in the event we receive shareholder approval
for such issuance. We intend to seek such approval as soon as practical after
this offering. In addition, we will deposit 1,000,000 shares of our common stock
with an escrow agent. Over the 27 months following the effective date of this
offering, Suncoast's shareholders may earn some or all of these shares based
upon meeting the following criteria: 500,000 shares will be released when
Suncoast installs 19,000 subscribers/rooms and achieves $1,300,000 in cumulative
cash flow. The balance of the shares will be released in 10% increments for each
additional increment of 1,900 subscribers/rooms and $190,000 in cumulative cash
flow added. The issuance of these shares may have the effect of further diluting
the proportionate equity interest and voting power of holders of our common
stock, including investors in this offering. See "Dilution" on page 16.
We have not obtained an independent appraisal with respect to the Suncoast
Acquisition, so we cannot be assured that we paid the fair market value of
Suncoast.
The valuation of Suncoast, at the time of our acquisition of them, was based
on the industry standard valuation of similar companies in the cable television
industry. We did not obtain a fairness opinion with respect to such transaction,
and we did not obtain an independent appraisal to evaluate the fair market value
of Suncoast and the consideration paid for the acquisition of Suncoast. Thus, no
assurances can be made that the stock issued in connection with the Suncoast
acquisition, accurately reflected the fair market value and goodwill of the
assets of Suncoast.
We may experience variability in our operating results, which could negatively
impact the price of our shares.
Our annual and quarterly results have fluctuated in the past. The reasons for
these fluctuations may similarly affect us in the future. Prospective investors
should not rely on results of operations in any past period to indicate what our
results will be for any future period. Our operating results may fluctuate in
the future as a result of many factors, including:
o variations in the timing and volume of customer orders;
o introduction and market acceptance of our new products;
o changes in demand for our existing products;
o the accuracy of our forecasts of future requirements;
o changes in competitive and economic conditions generally or in our
markets; and
o the timing of, and the price we pay for, acquisitions and related
integration costs.
Any of these factors or a combination of these factors could have a material
adverse effect on our business, financial condition and results of operations.
12
The public offering price is significantly higher than the book value of our
shares and you will experience immediate and substantial dilution in the value
of your investment.
The public offering price per share will significantly exceed the net
tangible book value per share. Accordingly, investors purchasing shares in this
offering will suffer immediate and substantial dilution of their investment of
$1.58 based on an assumed offering price of $4.50. Additional dilution will
occur upon the exercise of outstanding options. See "Dilution" on page 16.
We may need additional capital that could dilute the ownership interest of
investors.
We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the rights of holders of our common stock may experience
additional dilution. We cannot predict whether additional financing will be
available to us on favorable terms when required, or at all. Since our
inception, we have experienced negative cash flow from operations and expect to
experience significant negative cash flow from operations in the future. The
issuance of additional common stock by our management, may have the effect of
further diluting the proportionate equity interest and voting power of holders
of our common stock, including investors in this offering.
Redemption of our class B warrants may cause an immediate financial loss for the
warrant holders.
Our class B warrants are redeemable at a price of $0.10 provided that prior
notice of not less than 30 days is given to the warrant holders, and the last
sale price of our common stock shall have been at least $4.3875 per share for a
period not less than 20 of 30 days of trading. Warrant holders have exercise
rights until the close of the business day preceding the date fixed for
redemption. Notice of redemption of the class B warrants could force the holders
to exercise the class B warrants at the current market price when they might
otherwise wish to hold them, or to accept the redemption price, which may be
substantially less than the market value of the class B warrants at the time of
redemption. For a complete description of the terms and conditions of redemption
of the class B warrants. See "Description of Capital Stock" on page 39.
You may not be able to exercise your class B warrants, or sell the underlying
shares of common stock without an effective registration statement, or an
otherwise available exemption from the registration rules.
The registration statement covering the shares and warrants you are
purchasing in this offering will not remain effective indefinitely. If you do
not exercise your warrants during such time period, you may not be able to
exercise your class B warrants without an exemption from the registration rules,
and even if you do exercise, you may not be able to sell those underlying shares
without a registration statement in effect, absent an exemption from the SEC
registration rules.
If warrants are outstanding in the future, warrant holders may be dependant
on us for preparing a registration statement and obtaining effectiveness of the
same with the SEC, of which no assurance can be made.
Our securities are thinly traded and the limited liquidity in our securities
could be adversely affected with resulting decreases in the price of our shares.
The trading market price of our common stock may decline below its current
price. Our common stock is currently very thinly traded on The Nasdaq SmallCap
Market. An active public market for our common stock may not develop or be
sustained during or after this offering. The additional shares made available
for sale in the market as a result of this offering may depress the price of our
common stock.
13
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $2,775,000
from our sale of the 800,000 units offered by us (approximately $3,244,800 if
the underwriter fully exercises its over-allotment option). This estimate is
based on an offering price of $4.50 per unit and is after deducting estimated
underwriting discounts and commissions, the underwriter's non-accountable
expense allowance and other estimated offering expenses payable by us. We expect
to use the net proceeds of this offering for the following purposes:
Amount Percentage
---------- ----------
Repayment of the 10% promissory notes ............... $2,035,000 73.3%
Trade payables ...................................... 300,000 10.8
Suncoast liabilities ................................ 300,000 10.8
Working capital and general corporate purposes ...... 140,000 5.1
---------- ----
Total ........................................... $2,775,000 100%
========== ====
Repayment of the 10% promissory notes represents the repayment of the
principal amount $1,850,000 in promissory notes and $185,000 in interest. We
issued these promissory notes in connection with our March and December 2000 and
January 2001 bridge financing. The promissory notes are due at the closing of
this public offering or one year from the date of issuance, whichever occurs
first.
Working Capital and general corporate purposes include the following:
o hiring additional personnel
o acquiring and enhancing our operating, support and management systems
o financing future debt for equipment leases
o funding short-term losses
Working capital may also be applied to acquisitions, although we do not have
current plans, agreements or commitments for any acquisition. Any proceeds from
the exercise of the option we granted to the underwriters to purchase additional
shares of common stock from us will be added to working capital.
We will retain broad discretion in the allocation of the net proceeds of this
offering within the categories listed above. We may also use portions of the net
proceeds for other purposes. The amount actually expended and their uses will
depend on a number of factors, including the amount of our future revenues and
the other factors described under "Risk Factors."
We expect that the net proceeds from this offering, together with cash flow
from our operations, will be sufficient to fund our operations and capital
requirements for at least three months following the consummation of this
offering. In the event we cannot obtain additional funds after three months, we
may have to curtail or cease business operations. We may be required to seek
additional sources of capital sooner if:
o operating assumptions change or prove to be inaccurate; or
o we consummate any acquisitions of significant businesses or assets.
Pending the uses described above, the net proceeds will be invested in a
money market account.
14
PRICE RANGE OF COMMON STOCK
Our common stock has traded on The Nasdaq SmallCap Market from February 9,
1995 until July 10, 1996 and May 15, 1998 until present and under the symbol
"PSCO". For the period from July 11, 1996 until May 14, 1998, our common stock
traded on the Bulletin Board under the symbol "PSCO". Our common stock purchase
warrants have traded on The Nasdaq SmallCap Market under the symbol "PSCOW"
since May 15, 1998. Prior to such time there was no public market for our common
stock. In addition, our common stock and class B warrants have been approved for
listing on the Boston Stock Exchange under the symbols PTS and PTS&Z,
respectively. The following table sets forth for the periods indicated the high
and low sales price per share of our common stock and our common stock purchase
warrants as reported on The Nasdaq SmallCap Market.
Common Stock Warrants
For the quarter ended: High Low High Low
----- ----- ----- -----
March 31, 1998 ............................ $6.25 $5.25
June 30, 1998 ............................. $6.50 $5.38 $1.00 $0.75
September 30, 1998 ........................ $5.50 $5.38 $1.06 $0.63
December 31, 1998 ......................... $7.38 $5.38 $2.00 $0.66
March 31, 1999 ............................ $8.31 $6.25 $3.00 $1.53
June 30, 1999 ............................. $9.25 $6.63 $3.75 $1.25
September 30, 1999 ........................ $7.63 $6.25 $2.19 $1.13
December 31, 1999 ......................... $7.44 $5.75 $2.00 $1.13
March 31, 2000 ............................ $7.18 $5.75 $1.68 $1.12
June 30, 2000 ............................. $6.12 $4.25 $2.25 $0.87
September 30, 2000 ........................ $6.31 $5.37 $2.12 $1.37
As of February 1, 2001, there were approximately 950 record and beneficial
owners.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and we currently
intend to retain any future earnings to fund the development and growth of our
business. Any future determination to pay dividends on our common stock will
depend upon our results of operations, financial condition and capital
requirements, applicable restrictions under any credit facilities or other
contractual arrangements and such other factors deemed relevant by our Board of
Directors.
15
DILUTION
As of September 30, 2000, our net tangible book value was $524,034 or $0.15
per share of common stock. Net tangible book value per share is determined by
dividing a company's tangible net worth (total assets, net of intangible assets,
less total liabilities) by the number of outstanding common shares. Our pro
forma net tangible book value as of September 30, 2000 would have been
approximately $3,424,591 or $.67 per share without taking into account any
change in our net tangible book value after September 30, 2000, other than to
give effect to the sale of 800,000 Units of securities at an offering price of
$4.50 per Unit, and after deducting underwriting discounts and commissions, the
Underwriters' non-accountable expense allowance and other estimated offering
expenses. This represents an immediate increase in the net tangible book value
of $.52 per share to existing shareholders and an immediate dilution of $1.58
per share to new investors. The following table illustrates this per share
dilution:
Offering price per share underlying the Units............... $2.25
-----
Net tangible book value per share as of September 30, 2000 $0.15
Increase per share attributable to this offering .......... $ .52
-----
Pro forma net tangible book value per share after this
offering.................................................... $ .67
-----
Dilution to new investors................................... $1.58
=====
16
CAPITALIZATION
The following table summarizes our capitalization as of September 30, 2000
and as adjusted as of that date to reflect our sale of 800,000 Units and our
application of the estimated net proceeds without giving effect to the exercise
of the Warrants, the Overallotment Option, the Underwriters' Warrants, or other
outstanding warrants or options. The information in the table gives effect to a
public offering price of $4.50 per Unit. The information in the table should be
read in conjunction with the more detailed financial statements and notes
thereto presented elsewhere in this prospectus.
September 30, 2000
-----------------------------
Actual As Adjusted
------------ ------------
Short-term debt............................. $ 1,518,670 $ 18,670
------------ ------------
Long-term debt.............................. 163,050 163,050
------------ ------------
Stockholders' equity:
Preferred stock, no par, 5,000,000 shares
authorized, none issued
or outstanding ............................ -- --
Common stock, no par value, 10,000,000
shares authorized,
3,501,586 shares issued and outstanding;
5,101,586 shares
issued and outstanding, as adjusted ....... 20,993,125 23,768,125
Additional paid in capital............... 221,324 221,324
Accumulated deficit...................... (11,064,021) (11,064,021)
------------ ------------
Total stockholders' equity............... 10,150,428 12,925,428
------------ ------------
Total capitalization.................... $ 11,832,148 $ 13,107,148
============ ============
Additional Information About Financial Presentation
Options and Warrants. Unless this prospectus indicates otherwise, the
information presented in this prospectus assumes that neither the Underwriters'
over-allotment option nor the warrants to be granted to the Underwriters to
purchase an aggregate of 80,000 Units as compensation have been exercised.
17
SELECTED FINANCIAL DATA
The selected financial data set forth below with respect to our statements of
operations for the years ended December 31, 1999 and 1998 and with respect to
our balance sheet as of December 31, 1999 is derived from our audited financial
statements included elsewhere in this prospectus which have been audited by
Angell & Deering. The selected financial data with respect to the Company's
balance sheet as of September 30, 2000 is derived from unaudited financial
statements. The unaudited financial statements include all adjustments,
consisting only of normal recurring adjustments that we consider necessary for a
fair presentation of the financial position and results of operations for the
nine months ended September 30, 2000 and 1999. Operating results for the nine
months ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. The financial data
set forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and notes thereto appearing elsewhere in the prospectus.
Nine Months Ended Year Ended
September 30, December 31,
--------------------------------------- -------------------------
2000(1) 2000 1999 1999 1998
----------- ----------- ---------- ----------- -----------
(proforma) (unaudited)
Statement of Operations Data:
Revenues............................................... $ 1,305,372 $ 1,187,820 $ 759,708 $ 1,125,225 $ 882,651
Operating expenses..................................... 4,573,663 3,349,972 1,675,395 2,566,218 2,068,145
Operating loss......................................... (3,268,291) (2,162,152) (915,687) (1,440,993) (1,185,494)
Total other income (expense)........................... (869,870) (843,816) 162,253 147,353 (510,735)
Income (loss) before income taxes...................... (4,138,161) (3,005,968) (753,434) (1,293,640) (1,696,229)
Income taxes........................................... 10,565 1,279 -- -- --
Net income (loss)...................................... (4,148,726) (3,007,247) (753,434) (1,293,640) (1,696,229)
Basic and diluted income (loss) per share.............. $ (1.23) $ (1.34) $ (0.42) $ (0.72) $ (1.24)
Basic and diluted weighted average number of common
shares outstanding...................................... 3,363,458 2,250,615 1,775,177 1,789,453 1,365,484
September 30, 2000
December 31, 1999 September 30, 2000 as Adjusted(2)
---------------- ----------------- -----------------
(unaudited)
Balance Sheet Data:
Cash and cash equivalents...................................... $ 677,319 $ 240,783 $ 1,491,340
Working capital (deficit)...................................... 554,668 (1,621,322) 1,279,235
Total assets................................................... 3,685,181 12,795,229 13,920,229
Long-term debt................................................. 21,019 163,050 163,050
Stockholders' equity........................................... 3,400,308 10,150,428 12,925,428
(1) Proforma shows the effect of the acquisition of Suncoast Automation,
Inc. See the proforma unaudited financial statements and accompanying
notes for a further explanation.
(2) As adjusted to give effect to the receipt and application of the
estimated net proceeds of the Offering without giving effect to the
exercise of the Warrants, the Underwriters' Warrants or other
outstanding warrants or stock options.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The statements contained in this prospectus are not purely historical
statements, but rather include what we believe are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. These include
statements about our expectations, beliefs, intentions or strategies for the
future, which are indicated by words or phrases such as "anticipate," "expect,"
"intend," "plan," "will," "we believe," "the company believes", "management
believes" and similar words or phrases. The forward-looking statements are based
on our current expectations and are subject to certain risks, uncertainties and
assumptions, including factors set forth in the following discussion and in the
discussions under "Risk Factors" and "Business." Our actual results could differ
materially from results anticipated in these forward-looking statements. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements.
Results of Operations
Nine Months Ended September 30, 2000 vs. Nine Months Ended September 30, 1999
Net Sales
For the nine months ended September 30, 2000 net sales were $1,187,820 versus
$759,708 in the same period of the prior year. The increase of $428,112 in
revenues is attributed to the acquisition of ISP accounts from MicroNet
Services, Inc. of approximately $289,816, outsourced technical support of
approximately $38,323, completed web development projects of approximately
$67,726, and cable services revenues from Suncoast Automation of $32,447 for
August and September. We believe that revenues will continue to increase as
marketing plans are executed that focus on increasing DSL, Web development and
outsourcing technical support for other ISPs, and installing approximately 3,500
cable TV systems in timeshare resorts, already contracted by Suncoast
Automation, once additional capital is raised.
Operating Expenses
For the nine months ended September 30, 2000, total operating expenses were
$3,349,972 versus $1,675,395 in the same period of the prior year. This increase
of $1,674,577 is attributed to the operating expenses of Suncoast Automation
during August and September of $200,340, salary costs of approximately $243,375,
an investor relations contract executed in August 2000 of approximately
$141,181, impairment of our investment in Infosis $561,161 as discussed in the
Liquidity and Capital Resources section, and amortization costs of $313,853. The
increase in amortization costs is primarily attributed to the amortization of
the goodwill of approximately $117,003 from the MicroNet acquisition in late
1999 and amortization of the goodwill of approximately $196,850 from the
Suncaost Automation acquisition in August 2000. The increase in cost of revenues
of $252,605 is comprised of increased network line expense of approximately
$212,404 which is due to network upgrades and increased network usage and to the
cost of revenues for Suncoast Automation of $40,201. We believe that operating
expenses will increase as revenues increase but will decrease as a percentage of
revenue.
Operating Loss
Our operating loss for the period ending September 30, 2000 totaled
$2,162,152 versus $915,687 in 1999. This increase of $1,246,465 is due to an
increase in total operating expenses. We believe that our operating results will
improve as revenues increase.
Interest Income (Expense)
Net interest expense totaled $843,816 for the period ending September 30,
2000 versus net interest income of $57,253 in 1999. The increase in interest
expense is a result of interest expense associated with the
19
bridge loans completed in May 2000 and the amortization of debt issuance costs
incurred with these bridge loans.
Other Income
Net other income for the nine months ended September 30, 2000 was $0 versus
$105,000 for the same period in 1999. The 1999 total of $105,000 was due to
collection of a note receivable which was previously written off as
uncollectable
Year Ended December 31, 1999 vs. Year Ended December 31, 1998
Net Sales
For calendar year 1999, Internet services revenues were $1,125,225 versus
$882,651 in calendar 1998, an increase of 27.5%. The increase in revenue is
primarily due to an increase in the Internet access subscriber base from the
November 1, 1999 acquisition of MicroNet Services Inc., approximately $85,224,
and internal marketing activities, approximately $116,433, and web design and
development projects, approximately $40,917. Management believes revenues will
continue to increase as we (i) develop and implement marketing programs focusing
on increasing name brand recognition and differentiation of service offerings
(i.e., Internet access, web site development and electronic commerce), and (ii)
by entering into agreements with or acquiring other Internet related companies.
Operating Expenses
1999 operating expenses totaled $2,566,218 versus $2,068,145 in 1998. This
increase of $498,073 is primarily attributed to higher network lines, salary,
legal, insurance and advertising costs. The increase to network lines expense of
$152,855 is attributed to the upgrade of network backbone capacity and the
expansion of the dial-in Internet serving area. The increase in employee salary
and payroll tax expense from 1998 to 1999 totaled $211,203. This increase is
attributed to the hiring of additional senior management and operations staff.
We incurred approximately $30,000 of legal fees associated with SEC registration
and reporting requirements. Management believes that operating expenses will
increase as revenues increase but will decrease as a percentage of revenues.
Operating Loss
Our 1999 operating loss totaled $1,440,993 versus $1,185,494 in 1998. This
increase in operating loss of $255,499 is primarily attributed to higher
operating expenses as noted above and lower than expected Internet access
revenue growth. Management believes that operating results will improve as
revenues increase and operating expenses decrease as a percentage of revenues.
Interest Income (Expense)
Net interest income (expense) for 1999 totaled $75,103 versus ($577,261) in
1998. Interest expense was reduced from $705,021 in 1998 to $16,763 in 1999
primarily due to the debt issuance costs and associated interest total of
$561,059 included in the 1998 expense total. Interest income for 1999 totaled
$91,866 versus $127,760 in 1998 and is attributed to investments made with the
net proceeds of our May 1998 secondary stock offering.
Other Income
Net other income decreased from $73,479 in 1998 to $72,250 in 1999. Net other
income for 1999 is comprised of $105,000 from the collection of a note
receivable that was previously written off as uncollectable and the write off of
a $32,750 note receivable deemed uncollectable.
Liquidity And Capital Resources
This is our third public offering. In February 1995, we completed an initial
public offering of our securities, consisting of the sale of 46,000 units to the
public. Each unit consisted of one shares of common
20
stock and one common stock purchase warrant. We raised a net amount of
$3,215,500 in this initial public offering. In May 1998, we completed a primary
offering of our securities, consisting of the sale of 1,050,000 units to the
public. Each unit consisted of one shares of common stock and one common stock
purchase warrant. We raised a net amount of $5,241,393 in this primary public
offering.
For the year ended December 31, 1998, we used cash of $798,167 for operating
activities. We had a working capital of $3,769,731 at December 31, 1998. This
surplus is primarily attributed to the May 1998 sale of 1,137,000 units of our
securities consisting of one share of common stock and one warrant to purchase
one share of common stock at $5.75. As of December 31, 1998, we had $3,885,884
in cash and cash equivalents and $351,025 of total liabilities.
Capital expenditures relating primarily to the purchase of computer
equipment, furniture, fixtures and other assets amounted to $54,082 and $77,552
for the years ended December 31, 1998 and 1997, respectively. The capital
investment is mainly in computer equipment to sustain the future growth of our
company.
We acquired computer equipment under capital leases totaling $80,515 for our
Internet operations during the year ended December 31, 1998. The computer
equipment acquired allows us to meet the requirements of our customers.
In connection with the cancellation of the Shaw Avenue capital lease, we
agreed to purchase 15,112 shares of our common stock from the landlord. The
stock was purchased in September 1998 for $77,165 ($5.11 per share) and was
subsequently retired to the corporate treasury.
For the year ended December 31, 1999, we used cash of $1,078,513 for
operating activities. We had working capital of $554,668 at December 31, 1999.
As of December 31, 1999, we had $677,319 in cash and cash equivalents and
$284,873 of total liabilities.
Capital expenditures relating primarily to the purchase of computer
equipment, furniture, fixtures and other assets amounted to $63,793 and $54,082
for the years ended December 31, 1999 and 1998, respectively. The capital
investment is mainly in computer equipment to sustain the future growth of our
company.
On April 30, 1999, we entered into a strategic alliance with Infosis Corp., a
privately held corporation and purchased 12.7%, on a non-diluted basis, of its
outstanding common stock. We paid an aggregate of $1.8 million for 600,000
shares of Infosis Corp. common stock. At the time of the purchase, the $1.8
million payment represented 51.1% of our available cash. 30,000 of the purchased
shares were paid to Andrew, Alexander, Wise & Co., Inc., as a finder's fee.
After payment of the 30,000 shares of Infosis common stock to AAWC, we owned
570,000 shares of Infosis Corp. common stock. There were no affiliate or related
party relationships with Infosis prior to this investment. The strategic
alliance pertained to joint marketing and development activities whereby
ProtoSource would become the web design and development arm of Infosis Corp. As
part of the investment, William Conis, then a Director of ProtoSource, was
appointed to the board of directors of Infosis Corp. in June 1999. In June 1999,
the board of directors of Infosis Corp. replaced the CEO and CFO of the company.
The new management team changed the direction of Infosis Corp. and did not
follow through on the alliance with ProtoSource.
On October 28, 1999, we consummated the acquisition of substantially all of
the assets of MicroNet Services, Inc., a Connecticut corporation, in exchange
for the issuance of 74,870 shares of ProtoSource common stock and $132,500 in
cash consideration. The transaction was completed in accordance with the terms
of the asset purchase agreement, dated October 28, 1999, and effective as of
November 1, 1999, between Protosource and the shareholders of MicroNet.
In January 2000, Infosis Corp. issued Protosource 120,000 shares of its
common stock as an adjustment to reflect a lower offering price per share in a
concluded private placement of their common stock, which brought Protosource's
holdings of Infosis Corp. to 690,000 shares. The additional shares issued were
the result of the anti-dilution provision which was part of the original
investment in Infosis Corp. The receipt of the additional shares from the
anti-dilution provision did not result in a change in the cost basis of
ProtoSource's original investment in Infosis Corp.
Andrew, Alexander, Wise & Co., Inc. acted as placement agent for $1,500,000
of bridge financing completed in May 2000. The short-term financing was in the
form of units containing promissory notes with
21
interest at 10%. In addition, each $25,000 unit consisted of 4,000 shares of
our common stock. The promissory notes will be due at the closing of our
public offering or one year from the date of issuance, whichever occurs first.
Andrew, Alexander, Wise & Co., Inc. was paid a 10% commission and a 3% non-
accountable expense allowance and was issued warrants to purchase up to 10% of
the common stock issuable as part of the units at an exercise price equal to
120% of the closing price of the common stock on the day prior to closing. The
warrants issued to Andrew, Alexander, Wise & Co., Inc. were returned to us and
cancelled in connection with their participation in this offering. In
connection with this bridge financing, we incurred debt issuance costs of
approximately $1,722,500. The debt issuance costs will be amortized over the
one term of the loan.
In July 2000, we purchased an $84,177 convertible promissory note from
Infosis Corp. in connection with a bridge financing.
On August 22, 2000, we acquired all the outstanding common stock of Suncoast
Automation, Inc. in exchange for 1,303,072 shares of our common stock. Although
we did not obtain an independent appraisal of the fair market value of Suncoast,
we based our valuation on the cable television industry standard at that time of
$5,000 per subscriber. In connection with our continued Nasdaq listing, 866,988
out of the 1,303,072 shares of common stock issued to Suncoast shareholders were
returned to us for cancellation and will be reissued in the event we receive
shareholder approval for such issuance. We intend to seek such approval as soon
as practical after this offering. Nothwithstanding the foregoing, 31,184 shares
of our common stock will not be reissued to Andrew, Alexander, Wise & Co., Inc.
as a result of their participation in this offering. In addition, we will
deposit 1,000,000 shares of our common stock with an escrow agent. Over the
27months following the effective date of this offering, Suncoast's shareholders
may earn some or all of these shares based upon meeting the following criteria:
500,000 shares will be released when Suncoast installs 19,000 subscribers/rooms
and achieves $1,300,000 in cumulative cash flow. The balance of the shares will
be released in 10% increments for each additional increment of 1,900
subscribers/rooms and $190,000 in cumulative cash flow added.
In September 2000, Protosource acquired an aggregate of $329,686 principal
amount of Infosis Corp. convertible promissory notes at $0.05 on the dollar for
a total acquisition price of $16,484. These convertible promissory notes were
then converted into 329,686 shares of preferred stock of Infosis Corp.
Concurrently with the acquisition of the Infosis Corp. promissory notes by
ProtoSource, Infosis Corp. merged into P2i, Inc., a privately held corporation.
ProtoSource's investment in Infosis Corp. was increased by the amount that it
paid for the promissory notes which were then converted into preferred stock of
Infosis Corp. As a result of this merger, ProtoSource now owns 506,223 shares of
common stock or approximately 4% of P2i, Inc. As a result of a lack of interest
in the strategic alliance by Infosis and the merger between Infosis and P2i,
Inc., our original investment into Infosis, which merged into P2i, Inc., has
turned into a passive investment. P2i, Inc. is a privately held company and
there can be no assurances that we will realize the full value of this
investment if we need to dispose of these assets. In addition, after further
review of this investment, although no formal appraisal or valuation report was
prepared, we have recorded an impairment expense of $561,161 to write down this
investment to its estimated market value. The impairment expense recorded is the
difference between $1,340,323 and the total amount of our investment into
Infosis.
For the nine months ended September 30, 2000, we used $932,432 of cash for
operating activities. We had a working capital deficit of $1,621,322 at
September 30, 2000, which is a decrease of $2,157,320 from December 31, 1999. As
of September 30, 2000, we had $240,783 in cash and cash equivalents and total
liabilities of $2,644,801.
Our notes receivable as of September 30, 2000 increased substantially due to
a $500,000 loan we made to Suncoast Automation, Inc. of Oldsmar, Florida, prior
to completing the acquisition on August 22, 2000.
In December 2000, Andrew, Alexander, Wise & Co., Inc. acted as placement
agent for a $175,000 bridge financing. The short-term financing was in the
form of a unit containing promissory notes with interest at 10%. In addition,
the unit consisted of 50,000 shares of our common stock. The promissory notes
will be due at the closing of the above public offering or one year from the
date of issuance, whichever occurs first. Andrew, Alexander, Wise & Co., Inc.
was paid a 10% commission and a 3% non-accountable expense allowance and was
issued warrants to purchase up to 10% of the common stock issuable as part of
the units
22
at an exercise price equal to 120% of the closing price of the common stock on
the day prior to closing. The warrants issued to Andrew, Alexander, Wise &
Co., Inc. were returned to us cancelled in connection with their participation
in this offering. In connection with this bridge financing, we will incur debt
issuance costs of approximately $202,750. The debt issuance costs will be
amortized over the one term of the loan.
In January 2001, Andrew, Alexander, Wise & Co., Inc. acted as placement
agent for a $175,000 bridge financing. The short-term financing was in the
form of a unit containing promissory notes with interest at 10%. In addition,
the unit consisted of 50,050 shares of our common stock. The promissory notes
will be due at the closing of the above public offering or one year from the
date of issuance, whichever occurs first. Andrew, Alexander, Wise & Co., Inc.
was paid a 10% commission and a 3% non-accountable expense allowance and was
issued warrants to purchase up to 10% of the common stock issuable as part of
the units at an exercise price equal to 120% of the closing price of the
common stock on the day prior to closing. The warrants issued to Andrew,
Alexander, Wise & Co., Inc. were returned to us cancelled in connection with
their participation in this offering. In connection with this bridge
financing, we will incur debt issuance costs of approximately $202,750. The
debt issuance costs will be amortized over the one term of the loan.
As a result of the acquisition of Suncoast, cash necessary to fund our
operations will increase approximately $80,000 per month to a total of
approximately $150,000 per month. It is anticipated that planned savings due to
a reduction in network line costs and personnel could reduce the cash needs.
Also, we intend to seek additional financing to be used to install set-top boxes
in approximately 3,500 rooms already contracted. Such financing may consist of
debt or equity financing, a substantial portion of which would be secured by the
set-top boxes. Installation of these boxes will result in an immediate revenue
increase of between $10 and $40 per room. The sale of the dial-up portion of the
business may also be explored in the future. For a period of several months
after any such sale, the cash needs will increase approximately $25,000 per
month until the combination of cost saving measures and increases in revenue
offset it. It is anticipated that the proceeds from the present public offering,
together with operating cash flow, will be sufficient to fund our operations for
approximately three months following this offering. In the event that we can not
obtain additional funds after three months, we may be required to curtail or
cease operations. We will seek private equity financing, debt financing,
strategic partners or potentially the sale of certain assets in order to obtain
additional resources so as to continue and implement our business strategy. The
Suncoast division achieves cash flow breakeven after 6,000 units are contracted
and installed. Our receivables from the Suncoast division are from two
customers. Loss of either one of these two customers may adversely impact our
financial condition and results of operations.
Recently Issued Accounting Standards
The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
(SAB) 101, Revenue Recognition in Financial Statements, in December 1999. The
SAB summarizes certain of the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. In June
2000, the SEC issued SAB 101B, which delays the implementation of 101 until no
later than the fourth fiscal quarter of fiscal years beginning after December
15, 1999. We do not believe that adoption of this SAB will have a material
impact on our financial statements.
In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
interpretation (FIN) 44, Accounting for Certain Transactions Involving Stock
Compensation, which clarifies the application of APB 25 for certain issues. The
Interpretation is effective July 1, 2000, except for provisions that relate to
modifications that directly or indirectly reduce the exercise price of an award
and the definition of an employee, which are effective after December 15, 1998.
We do not believe that adoption of FIN 44 will have a material impact on our
financial statements.
23
BUSINESS
Overview
We operate two divisions:
o Suncoast Automation, a provider of cable TV and high-speed Internet access
to the timeshare industry, with primary offices in Oldsmar, Florida. We
acquired Suncoast in August 2000; and
o psnw.com, a full-service Internet service provider with primary offices in
Fresno, California. Psnw.com has refocused its strategy to concentrate on
providing three types of services to business customers:
1. reselling high-speed Internet access via ADSL/SDSL;
2. Web design, development and hosting services; and
3. outsourced technical support for other ISPs.
We were incorporated on July 1, 1988, pursuant to the laws of the State of
California under the name SHR Corporation, doing business as Software Solutions
Company.
Our common stock currently trades on the Nasdaq SmallCap Market under the
trading symbol "PSCO" and our class A common stock purchase warrants trade under
the symbol "PSCOW." Our class B common stock purchase warrants will trade under
the symbol PSCOZ.
Suncoast Automation
Overview
Suncoast Automation, is the division of ProtoSource that operates as a
private cable operator. Suncoast builds, upgrades and maintains cable TV systems
as well as managing programming for the timeshare industry. Suncoast has
developed an interactive system that delivers basic cable TV, premium channel
packages and high-speed Internet access to this market segment.
Suncoast's History
Suncoast started business in June 1998 as Suncoast Home Automation, Inc. A
group of cable TV veterans saw the opportunity for a Web-enabled, interactive
cable TV system that combined many of the features of traditional cable TV
services with high-speed Internet access. The result was the development of a
system comprised of proprietary software, server-based LAN technology and the
best available state-of-the-art cable TV equipment. Using a remote keyboard and
the set-top box, the system allows the user to interact with the server to
access available features such as a variety of premium channel packages,
Internet access, video games, advertising and anything else that can be
server-based or web-enabled. With the use of private funding in 1999, the
company chose to target the timeshare industry with its system. The system has
been recently enhanced so that it interfaces directly into the resort owner's
property management system, allowing the delivery of additional services such as
express checkout and concierge-type services.
The timeshare industry was chosen primarily for the following reason:
Timeshare resorts have a unique customer base that results in each unit having
four different tenants per month based on a typical one week stay. Suncoast and
its partner, the resort operator, can resell these services up to four times per
month. Thus, a 250 unit resort enjoys up to 1,000 potential monthly customers
for premium programming, Internet access, and other services. Fees paid by
guests for premium channels and Internet access are shared between Suncoast and
the resort owner.
Suncoast signed its first contract in May of 1999 with Sunterra
Communications Corporation. This contract was for three resorts, one resort with
152 Units in St. Croix, and two resorts in St. Maarten one for 141 Units and the
other for 224 Units. Suncoast installed a basic cable TV system in the St.
Maarten resorts in June and July of 1999. In September of 1999 Suncoast signed
two additional contracts with Sunterra Communications Corp that included three
additional resorts. The first contract was for two resorts in Virginia, one with
431 units and one with 130 units. The second was for one resort in Arizona with
128 units.
24
Suncoast is currently billing approximately $12 per unit per month for these
resorts. In January of 2000, Suncoast installed a basic cable system in St Croix
and began billing $20 per unit per month for basic cable TV. All contracts call
for an increase for basic cable TV to over $21 per unit per month once
Suncoast's interactive system is installed. Funds from this offering will be
used to upgrade these units in their entirety.
In September of 2000, Suncoast signed an agreement with Bluegreen Resorts
Management, Inc. of Boca Raton, Florida for four resorts with 978 units.
Suncoast is proceeding with plans to prepare for their installation. Funds from
this offering will be used to install interactive cable TV systems in these
resorts.
In November of 2000, Suncoast signed an agreement with Sunterra
Communications Corporation for their Cypress Point resort in Lake Buena Vista,
Florida. This resort currently consists of 711 units. Funds from this offering
will be used to install interactive cable TV systems in this resort.
With the exception of Cypress Point, all other resort contracts average over
$21 per unit per month for basic cable TV service after interactive equipment is
installed, the rate for Cypress Point is $18.92 per unit per month. Once
interactive systems have been installed in all units currently contracted,
approximately 3,500, monthly revenues will exceed $60,000 per month for basic
cable TV service. We are projecting a take rate of 25% for premium services and
thus anticipate an additional revenue stream of $20 per unit per month, or over
$70,000 per month when all units are installed. Thus, if this buy rate proves
out, Suncoast's total monthly revenues will exceed $130,000 per month, over six
times current levels. Revenues generated by Internet access, video games,
advertising and other services could add significantly to this revenue stream.
It should be noted that the total number of units in each resort may vary from
the number of set-top boxes within each resort. That is because in some of the
resorts, there is more than one TV set per unit. Thus, basic cable will be
charged per unit and premium services on a per set basis. Starting with the
Bluegreen contract this difference has been eliminated.
In August of 2000, Suncoast installed 65 set top boxes, a server, and
proprietary software to provide interactive services to the guests of the 141
unit resort in St. Maarten (many of the rooms at this resort are under
renovation; set-top boxes will be installed in the balance of the rooms when
renovations are completed. Immediately, as per the contract terms, revenues
increased to $20.76 per unit per month for basic cable TV. October was the first
full month with the interactive system installed. Initial response from guests
has been positive. There were approximately 65 units for possible occupancy. Out
of these 65 units in the month of October, Suncoast experienced 86 sales of the
three available premium programming options, Internet access is not available at
a reasonable price in St. Maarten, therefore it is not currently available as an
option. This represents a 33% buy rate by unit not factoring in the percentage
of occupancy. Suncoast averaged $23.46 per unit for premium services.
Industry and Competition
1996 is the last year for which statistics are available as to the size of
the timeshare industry. At that time, according to an RCI Consulting, Inc.
study, there were 1,566 resorts in the US with an average of 155 units per
resort for a total universe of just over 241,000 units. According to the
American Resort Developers Association (ARDA), The State of the US Vacation
Ownership Industry: the 1999 Report, sales volume growth has been consistently
between 14% and 17% annually over the last decade. According to this same
report, there are more than two million timeshare owners in the US. Using these
figures, and assuming average ownership of just one week, the total number of
units at the end of 2000 could exceed 400,000.
No specific studies or reports are available on the state of cable TV within
the timeshare industry. Thus our conclusions about the opportunity in this
industry are based on our own observations from face-to-face meetings with over
twenty-five resort owners. As a result, some of the conclusions that we have
come to are the following:
o Resort operators view providing cable TV as an expense. Some rent video
tapes as a way to generate income. None we have spoken to offer premium
packaged cable TV services or high-speed Internet access, other than what
might be available to a guest who wishes to dial up to their own ISP.
25
o Resort owners with multiple resorts in different geographic locations, use
the local franchise cable provider available in the geography specific to
each resort. Thus, there is generally no consistency as to what the guest
will find in a given resort from the same owner.
o The timeshare industry is as competitive as any other segment of the
hospitality industry. With many resorts concentrated in Florida, California
and recently, Las Vegas, amenities can become a significant differentiator.
o Resort owners are interested in generating additional profits. Our
marketing challenge is to prove that Suncoast's interactive cable TV system
can generate more profits for the owner than other alternatives.
o Resort owners are looking to private cable operators to update and install
the latest systems with additional capabilities such as high speed Internet
access. Private cable operators are the hospitality industry's alternative
to the local franchise cable companies. As a private cable operator, we
believe that Suncoast is the first to combine state of the art engineering,
custom developed software and hardware technology, in a way which provides
a comprehensive channel lineup of video programming and high-speed Internet
access.
o The large franchise cable companies have traditionally shown little
interest in the timeshare resort niche. We believe this is because this
market has many small properties spread throughout North America while
franchise operators are primarily interested in the economics of building
out specific geographic areas.
o An example of a company operating primarily in the hotel segment of the
hospitality industry is LodgeNet. The LodgeNet's Video On Command product
offering is structured as an overlay on top of the basic cable services
provided by private cable operators and franchise cable companies and is
targeted at hotels with shorter stays. Video On Command is geared towards
expensive impulse purchases and offers the property owner limited
additional revenue.
Generally, both private cable operators and franchise cable companies insist
on ownership of the systems they build. Suncoast provides a feature-rich package
and a contractual structure that makes the property owner a future partner in
the cable system. To our knowledge, Suncoast is the first cable company offering
to upgrade and service a property owner's multiple locations and to transfer
ownership of the system to the property owner at the end of the initial contract
term. Typical contracts are for 7 to 12 years and are renewable for additional 7
year terms.
Suncoast's Current Business
Sunterra Communications Corp., a wholly owned subsidiary of Sunterra
Corporation has signed contracts with Suncoast for 6 resorts representing 1,816
units. The contracts call for the "exclusive cable development and programming
services" for an initial term of 7 years for these 6 resorts. Sunterra
Communications Corp. has also signed a Letter of Intent for additional projects
to be installed totaling over 7,800 units to be completed over the next 2 years.
Sunterra Corporation has filed for protection under Chapter 11 of the Federal
Bankruptcy laws. However, SCC is not included in this filing and does not pose a
receivables problem to our company. On September 25, 2000, Bluegreen Resorts
Management, Inc., a wholly owned subsidiary of Bluegreen Corporation, signed a
substantially similar contract with Suncoast for 4 resorts representing 978
total units. In addition, under an annual contract with Walt Disney World Co.,
Suncoast provides cable leakage index testing on an exclusive basis and
supplements in house-staff and contract employees for design and repair of the
cable TV distribution system for Walt Disney World in Orlando, Florida.
Direct Sales to Property Owners
Our sales model is based on direct sales to the owners of timeshare resorts.
A dedicated sales staff of four personnel will focus their efforts on those
owners that have multiple resorts. Initial sales efforts will be limited to the
US and Caribbean. At this time, we have only signed contracts with two resort
owners. However, we believe that the advantages offered property owners are
compelling and thus additional
26
contracts will be signed as we ramp up our sales effort and install the resorts
that have been contracted. The benefits offered to resort owners are as follows:
Cable TV service is converted from an expense item to a source of revenue
from:
- the sale of premium channel packages to guests;
- high-speed Internet access;
- video games;
- e-commerce purchases made by guests using the cable system; and
- ad insertion and static ads.
Enhanced marketing tools:
- Practical access to guest preference data for individualized customer
service (e.g., interest in golf or special needs);
- Ability to analyze aggregate customer preference data for insight and
early identification of trends; and
- Ability to promote additional resort sales and services using two
dedicated resort specific cable channels controlled from the home
office of the resort owner.
More centralized control:
- Provides a consistent image across all properties run under a specific
brand;
- Simplifies administrative operations by dealing with a single cable
vendor; and
- Allows access to each resort from the corporate office interface.
Property owner, rather than cable services provider, selects programming
options.
Checkout and room charges are delivered to the guest through the TV easing
front desk congestion.
Cable system, excluding proprietary software and servers, is eventually owned
by property owner, not the cable services provider.
Suncoast offers a resort owner, with properties spread throughout North
America, a state of the art entertainment and communications system. This system
will have a standardized interface as well as centralized billing and accounting
controls, since it interfaces directly into the resort owner's property
management system. The property owner deals with a single vendor for all
properties and will eventually own the system, while Suncoast will retain
programming control through industry standard long-term contracts. The property
owner supplies the simple day-to-day maintenance requirements of the system and
contracts with Suncoast for specific project-based billable maintenance.
Currently, nearly all time resort owners we have spoken to, only offer basic
cable TV programming. Suncoast's system, gives the resort owner the ability to
offer tiered premium programming which could yield significant additional
revenue. Considering that the timeshare resort industry enjoys a demographic
base of customers that are in the top twenty-percentile income bracket
(according to RCI Consulting, Inc, in 1998, the average median income of a
timeshare owner was $71,000), it is possible that a substantial percentage of
resort guests will select premium channels during their stay. Additionally,
Internet access, video games and advertising can be leveraged in a similar
manner. According to the NTIA, 60.9% of households earning $50,000 to $74,999
and 77.7% of households earning above $75,000, have Internet access at home
today. Thus, we believe that our projections of only 5% of resort guests
purchasing high-speed Internet access may prove to be conservative.
27
Profile of Typical Suncoast Agreement
Suncoast invests capital to upgrade the cable TV hardware and software in
the resort;
The resort commits to pay Suncoast a monthly fee for a basic level of cable
TV programming for an initial 7-12 year period. Generally, this fee is double
the cable industry average. Suncoast will recover its initial capital investment
in less than 5 years;
Additional revenues generated by premium channels, Internet access, video
games and advertising will be shared with the resort owner yielding a minimum of
50% gross margin to Suncoast; and
At the end of the initial contract term, ownership of the cable television
system is transferred to the resort owner but Suncoast retains exclusive cable
TV programming rights for an additional 7 year term.
psnw.com
The Internet
The Internet is a global collection of thousands of interconnected computer
networks that link computers around the world and enable commercial
organizations, educational institutions, governmental agencies and individuals
to communicate electronically, access and share information and conduct
commerce. Unlike other public and private telecommunications networks that are
managed by businesses, governmental agencies or other entities, the Internet is
a cooperative interconnection of many such public and private networks. The
networks that comprise the Internet are connected in a variety of ways,
including the public-switched telephone network and dedicated high-speed leased
lines. Open communications on the Internet are enabled by TCP/IP, the common
Internet communications protocol, which facilitates communication across the
Internet regardless of the hardware and software used.
Recent technological advances, combined with cultural changes and evolving
business practices, have led to the integration of the Internet into the daily
activities of individuals and the operations and strategies of commercial
organizations. Use of the Internet by individuals and relatively small
businesses and other organizations has been accelerated by dramatic increases in
cost-effective processing power and data storage capabilities in personal
computers, as well as widespread availability of multimedia, fax/modem, and
networking capabilities to the home computing market. According to an NTIA
study, Falling Through the Net series, share of households with Internet access
soared 58% rising from 26.2% in December 1998 to 41.5% in August 2000. The same
study also notes that there were 116.5 million Americans online at some location
in August 2000. The study went on to point out that "If growth continues at that
rate, more than half of all Americans will be using the Internet by the middle
of 2001." And according to the Gartner Group, "By 2004, 29 million US households
will be broadband enabled."
Accessing The Internet
Internet access services are the means by which ISPs interconnect business
and consumer users to the Internet's resources. Access services vary from
dial-up modem access for individuals and small businesses to high speed
dedicated transmission lines for broadband access by large organizations. An ISP
provides Internet access either by developing a proprietary network
infrastructure or by purchasing access service from a wholesale access vendor,
or through a combination of both. The rapid development and growth of the
Internet have resulted in a highly competitive and fragmented industry
consisting of a few large national and regional ISPs and a substantial number of
local ISPs with small subscriber bases. The industry has experienced pricing
pressure of late due to the number of free access companies that have emerged.
Using a revenue model based on advertising, these companies have lost tens of
millions of dollars but have siphoned customers away from traditional ISPs.
Coupled with the growing demand for high-speed access, the ISP industry is
undergoing substantial consolidation. Thus for most ISPs, future success depends
on their ability to refocus their business model.
28
Growth In Electronic Commerce
For most businesses, the Internet has created a new communication and sales
channel that enables companies to interact with large numbers of geographically
dispersed consumers and businesses. In the last several years, many companies
have emerged that focus solely on the Internet as the preferred medium for
selling products or delivering services directly to purchasers, bypassing
traditional wholesale and retail channels. Furthermore, traditional businesses
are implementing sophisticated web sites to effect electronic commerce
initiatives that offer competitive advantages. These businesses are deploying an
expanding variety of Internet-enabled applications, ranging from web site
marketing and recruiting programs to on-line customer interaction systems and
integrated purchase order and "just-in-time" inventory solutions for key
customers and suppliers. These capabilities require increasingly complex web
sites and support operations. In addition, advances in on-line security and
payment mechanisms are alleviating concerns associated with conducting
transactions in an open-platform environment, thus prompting more consumers and
businesses to use the Internet in conjunction with purchases and more businesses
to offer a greater breadth of electronic commerce services. According to the
Gartner Group, "the North American Internet retailing market is on pace to
surpass $29.3 billion in 2000, an increase of 75 percent over 1999 revenue."
Outsourcing Of Internet Operations
As the Web increasingly becomes synonymous with electronic commerce,
businesses are placing greater emphasis on their Internet transaction and
communication operations. Internet-based companies, and to a growing extent,
traditional businesses, require non-congested and scalable Internet operations
to allow them to perform digital communication and commerce transactions
globally over the Internet. Due to constraints posed by the lack of technical
personnel with Internet skills or experience, the high cost of advanced
networking equipment and the complexity of innovative web solutions, many
businesses are unable internally to develop, maintain and continually enhance
their facilities and systems to conduct desired levels of Internet-based
activities. As a result of these constraints and other factors, many businesses
are seeking to outsource their facilities and systems requirements as the
preferred means for providing electronic commerce solutions. To this end, an
increasing demand is developing for:
- dedicated and broadband Internet access services to support reliable,
high speed and/or constantly connected Internet access and
communication;
- web hosting and co-location services which enable businesses to obtain
equipment, technical expertise and infrastructure for their Internet
needs on an outsourced basis; and
- end-to-end electronic commerce solutions to sell goods and services on
the web in a secure transaction environment.
By outsourcing their facilities and systems needs, businesses are able to
focus on their core competencies rather than expending vital resources to
support their Internet operations.
The Opportunity for psnw.com
Management believes that the future of psnw.com is to be found in business
rather than residential customers. To this end, this division will focus on
three offerings to business customers:
1. Web design, development and hosting. A small but highly skilled team of
developers has been part of our company for several years. This team previously
focused on activities related to maintaining our web portal. Earlier this year,
a concerted effort was made to solicit businesses that needed assistance with
designing and developing e-commerce solutions. To date, over $100,000 in such
contracts have been signed. The acquisition of Suncoast will provide additional
potential customers for this effort. Additionally, this team will support and
enhance the software that Suncoast has developed, precluding the need for
outside development on which they have had to rely.
2. High-speed Internet access. In January of this year, we entered into a
contract to resell ADSL and SDSL services provided by New Edge Networks, Inc.
This service is currently available in the greater Fresno area and will soon
be available throughout the San Joaquin Valley of central California. Our
focus will
29
remain in this geographic area since competition is limited and our reputation
for quality service is well known.
3. Outsourced technical support. We provide technical support 24 hours a day,
7 days a week for our 6,500 existing dial-up customers. Recently, we decided to
offer this resource to other ISPs on a charge per customer basis. To date, we
support an additional 6,500 customers of other ISPs. A potentially lucrative
niche that we have found is for bilingual (Spanish/English) support. Now managed
as a profit-center, we believe this unit can achieve short-term profitability.
At present, the major cost, other than personnel expense, associated with
this division is the network infrastructure required to provide dial-up access
to over 6,500 residential customers. Because we have decided not to make further
marketing expenditures for the residential dial-up segment of the business, it
is not expected to achieve profitability. Thus, a number of options are being
explored for this segment, including selling the customer base. Because of our
reputation for quality service, our customer base continues to grow slowly
despite the lack of marketing. Therefore, we believe there is inherent value in
our customer base, which we expect to exploit.
Competition
The Internet services business is highly competitive and highly fragmented.
With the exception of the demand for highly skilled personnel, there are few
significant barriers to market entry. Coupled with the rapid growth of the
Internet, this has resulted in the emergence of thousands of ISPs and Internet
consulting companies of various sizes across the country. The market can be
segmented into four categories:
1. Large national access providers (AOL, Earthlink, Microsoft Network)
spending large sums on marketing to acquire customers;
2. Cable and telephone companies providing primarily high-speed/high-
priced access through their existing infrastructure;
3. Thousands of small and medium size companies providing services in a
given, local geography, with limited resources to expand; and
4. Large consulting companies offering customized high-end e-commerce
solutions for large businesses.
psnw.com's first level of competition is Pacific Bell for ADSL/SDSL in
central California. Because of "the telephone company's" poor image in the
marketplace, demand for our service exceeds our ability to provide it. Our
current installed DSL customer base is profitable and we have a backlog of
orders. Our objective for this business is to build it to a critical mass that
either generates significant profits, or becomes attractive to a potential
acquirer.
The second level of competition is the small and medium sized Internet
services companies. The central California valley contains few large businesses
and thus has not attracted any major consulting companies. Our Web design and
development business will be limited by the size of the clients that are
available to us in our geographical area. Although this unit is not currently
profitable, we believe that the addition of one or two significant clients will
make the unit profitable. Additionally, this unit will provide support for
Suncoast's software, making it a critical component of our future growth plans.
The outsourcing of technical support for other ISPs was driven by our desire
to cover the cost of providing technical support 24 hours a day, 7 days a week
to our existing customer base. Although the results in a short period of time
are modest - 4,000 new customers - several new large-scale opportunities for our
bilingual services could potentially make this business very profitable. The
competition for this business is other ISPs providing technical support with
their own resources. We have thus focused our sales effort on those companies
that have already made the decision to outsource technical support.
The future of psnw.com will clearly depend on our ability to make this
division profitable. The leaders of the three business units in this division
clearly understand and are committed to achieving this objective.
30
Trademarks and Registered Domain Names
Our policy is to pursue registration of all the trademarks associated with
our key products. We rely on common law trademark rights to protect our
unregistered trademarks. Common law trademark rights generally are limited to
the geographic area in which the trademark is actually used, while a United
States federal registration of a trademark enables the registrant to stop the
unauthorized use of the trademark by any third party anywhere in the United
States. Furthermore, the protection available, if any, in foreign jurisdictions
may not be as extensive as the protection available to us in the United States.
Although we seek to ensure that we do not infringe upon the intellectual
property rights of others, there can be no assurance that third parties will not
assert intellectual property infringement claims against us. Any infringement
claims by third parties against us may have a materially adverse affect on our
business, financial condition, results of operations and cash flows.
Government Regulatory Matters
The laws and regulations applicable to the Internet and to our services are
evolving and unclear and could damage our business. There are currently few laws
or regulations directly applicable to access to, or commerce on, the Internet.
Due to the increasing popularity and use of the Internet, it is possible that
laws and regulations may be adopted, covering issues such as user privacy,
defamation, pricing, taxation, content regulation, quality of products and
services, and intellectual property ownership and infringement. Such legislation
could expose us to substantial liability as well as dampen the growth in use of
the Internet, decrease the acceptance of the Internet as a communications and
commercial medium, or require us to incur significant expenses in complying with
any new regulations. The European Union has recently adopted privacy and
copyright directives that may impose additional burdens and costs on
international operations. In addition, several telecommunications carriers,
including America's Carriers' Telecommunications Association, are seeking to
have telecommunications over the Internet regulated by the Federal
Communications Commission, or FCC, in the same manner as other
telecommunications services. A number of proposals have been made at the
federal, state and local level that would impose additional taxes on the sale of
goods and services through the Internet. Such proposals, if adopted, could
substantially impair the growth of electronic commerce and could adversely
affect us. Also, Congress recently passed (and the President has signed into
law) the Digital Millennium Copyright Act, which is intended to reduce the
liability of online service providers for listing or linking to third-party Web
sites that include materials that infringe copyrights. Congress also recently
passed (and the President has signed into law) the Children's Online Protection
Act and the Children's Online Privacy Act, which will restrict the distribution
of certain materials deemed harmful to children and impose additional
restrictions on the ability of online services to collect user information from
minors. There can be no assurance that this legislation will not impose
significant additional costs on our business or subject us to additional
liabilities. Moreover, the applicability to the Internet of existing laws
governing issues such as property ownership, copyright, defamation, obscenity
and personal privacy is uncertain. We may be subject to claims that our services
violate such laws. Any new legislation or regulation in the United States or
abroad or the application of existing laws and regulations to the Internet could
damage our business.
Due to the global nature of the Internet, it is possible that the governments
of other states and foreign countries might attempt to regulate our
transmissions or prosecute us for violations of their laws. We might
unintentionally violate such laws. Such laws may be modified, or new laws may be
enacted, in the future. Any such development could damage our business.
Employees
As of December 1, 2000, we had 33 employees. Of these employees, 12 are
technical support, 3 are finance, administration and billing, 8 are operations,
5 are web design and development, 4 are sales and marketing, and 1 is
management. None of our employees are covered by a collective bargaining
agreement. We believe we have good relations with our employees.
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Properties
The psnw.com division leases 4,000 square feet of space for our offices and
operating facilities at 2300 Tulare Street, Suite 210, Fresno, California 93721.
The lease term is 5 years, ending May 2002, and requires minimum annual payments
of $40,250, increasing each year to a maximum of $55,375 in 2002. The Suncoast
Automation division leases 3,000 square feet of office and warehouse space at
150 Dunbar Avenue, Suite C, Oldsmar, Florida 34677. The lease term is 3 years
ending July 2002, and requires minimum annual payments of $18,000, increasing
each year to a maximum of $19,845 in 2002.
Legal Matters
During the ordinary course of business we may be subject to various legal
proceedings and claims, either asserted or unasserted. While the outcome of
these claims cannot be predicted with certainty, we do not believe that the
outcome of any such legal matters will have a material adverse effect on our
business, operating results, and financial condition.
32
MANAGEMENT
Executive Officers, Directors, Director Nominees And Key Employees
Our executive officers, directors and key employees and their ages and
positions with us as of December 1, 2000, are as follows:
Name Age Position
----------- ------------ -------------------------------------------
William Conis......... 53 Chief Executive Officer, President, Chief Financial Officer and Director
Mark Blanchard........ 46 Vice President and General Manager - Suncoast Division
Theodore Triantafilu.. 52 Chief Operating Officer - Suncoast Division and Director
Andrew Stathopoulos... 51 Director
Michael A. Gales...... 55 Director
Seymour G. Siegel..... 57 Director
William Conis became a director in 1998 and became ProtoSource Corporation's
Chief Executive Officer and Chief Financial Officer in November 1999. Mr. Conis
was Vice President, Eastern Region for Hitachi Data Systems from July 1997
through July 1999, and was Hitachi's New York-based District Manager from July
1995 to July 1997. From March 1984 to July 1995, Mr. Conis was a senior
consultant for the Kappa Group, a management consulting firm located in New
Jersey. Mr. Conis earned a Bachelor's degree and Master's degree in Electrical
Engineering from New York University in 1968 and 1971, respectively.
Mark Blanchard became Vice President and General Manager of the Suncoast
division in August 2000. Mr. Blanchard formed Suncoast in September 1998. Prior
thereto, from 1995 to 1998 he was founder and President of Internet Stock Market
Inc., which facilitated the promotion of public companies. From 1992 to 1995,
Mr. Blanchard was founder and President to Pension Specialists Management Group,
a company that advised pension funds on investments. From 1979 to 1992, Mr.
Balanchard held several positions with Raymond James and Associates and Smith
Barney, full service brokerage firms. His final position with Smith Barney was
Senior Vice President of Municipals. He graduated from Rutgers University with a
degree in business in 1976.
Theodore Triantafilu was the Chief Operating Officer of Suncoast Automation,
Inc. from July 1999 to August 2000. He became Chief Operating Officer of the
Suncoast division and a director upon the completion of the ProtoSource
acquisition in August 2000. Mr. Triantfilu has over 29 years experience in
telephone operations, digital cable television operations, and marketing as well
as establishing new businesses. From 1995 through June 1999, he was the area
operations manager for GTE Media Ventures, Pinellas County, Florida, the first
overbuild and launch of digital CATV and high-speed cable modem service for GTE
Corporation. Prior to that assignment, he served in successive positions of
increasing responsibilities both in Florida and World Headquarters in Irving,
Texas for GTE during his 28-year career. While serving Corporate Headquarters,
he attended GTE Telops Management Development Program for executives.
Andrew Stathopoulos became a director in 1998. He has over 25 years
experience in finance, operations, marketing, mergers and acquisitions,
engineering, manufacturing and consulting. From March 1998 to the present he has
been with the Bank of New York as a Vice President to launch a software and
hardware vendor management program. From 1996 to 1997, he was Vice President of
Finance for New Alliance Corp., an emerging markets investment bank specializing
in Eastern Europe. He was responsible for financial reporting, internal audit
and controls, mid-office and back-office operations, information systems, and
management reporting. From 1994 to 1996, he was Vice President of Business
Development for Nautical Technology Corp., an independent software developer for
the maritime industry. He was responsible for developing and implementing a new
marketing and sales program, seeking strategic partners and providing general
business advice. Also, from 1994 to 1996, he was Vice President of Business
Development for Interbank of New York, a Greek commercial bank where he was
responsible for identifying and marketing new products and pursuing new business
opportunities. From 1992 to 1994, he was the Vice President of Finance and
Administration for Societe Generale Energie, an oil trading products firm. He
was responsible for
33
establishing financial controls, accounting and reporting procedures; monitoring
cash flow and working capital requirements; managing human resources
administration; and dealing with auditors, insurers and vendors. Mr.
Stathopoulos holds a BS degree in Industrial Engineering and an MBA degree in
Finance and International Business, both from Columbia University.
Michael A. Gales became a director in October 1999. Mr. Gales has served as
Executive Vice President/Corporate Finance of Andrew, Alexander, Wise &
Company, Inc., since June 1999. From 1998 to June 1999, Mr. Gales served as
Managing Director of InterBank Capital Group, LLC. Prior to joining InterBank
Capital Group, from 1996 Mr. Gales served as Managing Director/Corporate
Finance of Janssen-Meyers Associates, LP. From 1990 to 1995, Mr. Gales served
as Chief Executive Officer and Chairman of the Board of Anchor Capital Co.,
LLC. For 13 years prior to 1990, Mr. Gales was in successively senior
management roles in international engineering and technology licensing
operations focusing on the maritime, petroleum and process industries.
Seymour G. Siegel became a director in February 2000. Mr. Siegel is a
principal in the Siegel Rich Division of Rothstein, Kass & Company, P.C.,
Certified Public Accountants and Consultants who provide strategic advisory
services to businesses including mergers and acquisitions, succession and
strategic planning, as well as capital market assistance. From 1974 to 1990,
he was senior partner of Siegel Rich & Co., CPAs, P.C. In 1990, the firm
merged with M.R. Weiser & Co., a large regional accounting firm, where he
remained a senior partner until 1994. Mr. Siegel is a director of Barpoint.com
and has been a director of numerous business and charitable organizations. Mr.
Siegel is a Certified Public Accountant (inactive).
Board Committees And Compensation
Outside Board members receive $100 per hour for time expended on behalf of
ProtoSource Corporation, including attendance at Board meetings. Our audit
committee is composed of Messrs. Stathopoulos, Gales, and Siegel. Our
compensation committee is composed of Messrs. Stathopoulos, Gales and Conis.
Employment Agreements
ProtoSource and William Conis are parties to an employment agreement, dated
as of November 1, 1999, which expires on October 31, 2001. The employment
agreement provides for a base salary of not less than $175,000 per year, the
precise rate to be fixed by our board of directors.
Mr. Conis' base salary increases to $200,000 per year once our gross revenues
run at the rate of $3,500,000 annually and operating profitability exceeds on an
annual basis $600,000 for at least three consecutive months and further
increases to $250,000 if our gross revenues run at the rate of $5,000,000
annually and operating profitability on an annual basis exceeds $1,200,000 for
at least three consecutive months. The employment agreement also provides for
the issuance of 100,000 stock options exercisable at $6.875 per share, subject
to a vesting schedule or (i) at any time ProtoSource is liquidated, purchased,
acquired by or merged in to another business entity, (ii) in the event of Mr.
Conis' death, or (iii) in the event the employment agreement is terminated.
ProtoSource and Ted Triantafilu are parties to an employment agreement,
effective as of August 1, 2000, which expires at the end of 27 months from the
effective date. The employment agreement provides for a base salary of not less
than $130,000 per year, the precise rate to be fixed by our board of directors.
The employment agreement also provides for the issuance of 30,000 stock options
subject to a three year vesting schedule.
ProtoSource and Mark Blanchard are parties to an employment agreement,
effective as of August 1, 2000, which expires at the end of 27 months from the
effective date. The employment agreement provides for a base salary of not less
than $104,000 per year, the precise rate to be fixed by our board of directors.
ProtoSource and Kent Spears are parties to an employment agreement, effective
as of August 1, 2000, which expires at the end of 27 months from the effective
date. The employment agreement provides for a base salary of not less than
$104,000 per year, the precise rate to be fixed by our board of directors.
34
SUMMARY COMPENSATION TABLE
The following table discloses certain compensation paid to our Chief
Executive Officer for the calendar years ended December 31, 1999 and 1998.
Long Term
Compensation
Name and Principal Position Other Annual All Other Awards/Securities
-------------------------- Year Salary ($) Compensation Bonus Compensation Underlying Options(#)
---- --------- ------------ ------ ------------ --------------------
William Conis, Chief Executive Officer ... 1999 $ 27,259 -- -- -- 100,000
1998 -- -- -- -- --
Raymond J. Meyers, Former Chief Executive
Officer .................................. 1999 $162,795 -- -- -- 20,000
1998 $140,005 -- -- -- --
Option Grants in 1999
The following table provides the specified information concerning grants of
options to purchase ProtoSource's common stock made during 1999 to the Named
Executive Officers.
Individual Grants
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year Per Share Date
-------------------------------------- ---------- ------------ ---------- ----------
William Conis ........................................................ 100,000 50.4% $6.875 2004
Raymond J. Meyers .................................................... 20,000 10.1% $ 6.00 2004
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Aggregate Option Exercises and 1999 Year-End Values
The following table provides the specified information concerning exercises
of options to purchase our common stock in 1999 and unexercised options held as
of December 31, 1999 by the Named Executive Officers.
Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options at December 31, 1999 In-the-Money Options at
Shares (shares) December 31, 1999(1)
Name Acquired Value ---------------------------- ----------------------------
---- on Exercise Realized Exercisable Unexerciseable Exercisable Unexerciseable
---------- -------- ----------- -------------- ----------- --------------
William Conis ........................ -0- -0- 5,000 110,00 0 $0 $0
Raymond Meyers ....................... -0- -0- 36,667 20,00 0 $91,668 $5,000
The closing stock price of the Common Stock on December 31, 1999, as reported
on The Nasdaq SmallCap Market was $6.25.
Compensation Pursuant to Plans
1995 Stock Option Plan
In November 1994, we adopted a stock option plan which provides for the grant
of options intended to qualify as "incentive stock options" and "nonqualified
stock options" within the meaning of Section 422 of the United States Internal
Revenue Code of 1986. Incentive stock options are issuable only to eligible
officers, directors, key employees and consultants of ours.
The 1994 Plan is administered by the board of directors and terminates in
November 2004. We have reserved 150,000 shares of common stock for issuance
under the 1994 Plan. Under the 1994 Plan, the board of directors determines
which individuals shall receive options, the time period during which the
options may be partially or fully exercised, the number of shares of common
stock that may be purchased under each option and the option price.
The board of directors has the power to interpret the 1994 Plan, determine
which persons are to be granted options and the amount of such options. The
provisions of the Federal Employee Retirement Income Security Act of 1974 do not
apply to the 1994 Plan. Shares issuable upon exercise of options will not be
purchased in open market transactions but will be issued by us from authorized
shares. Payment for shares must be made by optionees in cash from their own
funds. No payroll deductions or other installment plans have been established.
No reports will be made to optionees under the 1994 Plan except in the form of
updated information for the prospectus. There are no assets administered under
the 1994 Plan, and accordingly, no investment information is furnished herewith.
Shares issuable under the 1994 Plan may be sold in the open market, without
restrictions, as free trading securities. No options may be assigned,
transferred, hypothecated, or pledged by the option holder. No person may create
a lien on any securities under the 1994 Plan, except by operation of law.
However, there are no restrictions on the resale of the shares underlying the
options.
As of July 31, 2000, 135,167 options are outstanding.
1999 Executive Officer Stock Option Plan
In May 1999, the board of directors approved the 1999 Executive Officer Stock
Option Plan for the benefit of the executive officers. The 1999 Plan is intended
to provide an incentive to individuals to act as executive officers and to
maintain a continued interest in our operations. All options under the 1999 Plan
will be issued under Section 422A of the Internal Revenue Code, and include
qualified and non-qualified stock options.
The terms of the 1999 Plan provide that we are authorized to grant options to
purchase shares of common stock to executive officers upon the majority consent
of the board of directors. The option price to be paid by optionees for shares
under qualified stock options must not be less than the fair market value of the
options shares as reported by The Nasdaq SmallCap Market on the date of the
grant. The option price for
36
nonqualified stock options must not be less than 85% of such fair market value.
Options must be exercised within six years following the date of grant and the
optionee must exercise options during service to us or within three months of
termination of such service (12 months in the event of death or disability). The
board of directors may extend the termination date of an option granted under
the 1999 Plan.
A total of 150,000 shares of authorized but unissued common stock have been
reserved for issuance pursuant to the 1999 Plan of which 100,000 options are
currently outstanding, exercisable at $6.875 per share.
Options under the 1999 Plan may not be transferred, except by will or by the
laws of intestate succession. The number of shares and price per share of the
options under the 1999 Plan will be proportionately adjusted to reflect forward
and reverse stock splits. The holder of an option under the 1999 Plan has none
of the rights of a shareholder until shares are issued.
The 1999 Plan is administered by the board of directors, which has the power
to interpret the 1999 Plan, determine which persons are to be granted options
and the amount of such options. The provisions of the Federal Employee
Retirement Income Security Act of 1974 do not apply to the 1999 Plan. Shares
issuable upon exercise of options will not be purchased in open market
transactions but will be issued by us from authorized shares. Payment for shares
must be made by optionees in cash from their own funds. No payroll deductions or
other installment plans have been established.
Shares issuable under the 1999 Plan may be sold in the open market, without
restrictions, as free trading securities. No options may be assigned,
transferred, hypothecated or pledged by the option holder. No person may create
a lien on any securities under the 1999 Plan, except by operation of law.
However, there are no restrictions on the resale of the shares underlying the
options. The 1999 Plan will remain in effect until May 2009 but may be
terminated or extended by the board of directors.
Director and Officer Indemnification
Our articles of incorporation provide that we will indemnify our officers,
directors and other eligible persons to the fullest extent permitted under the
laws of the state of California. We have also entered into indemnification
agreements with each of our current directors and executive officers which will
provide for indemnification of, and advancement of expenses to, such persons for
expenses and liability incurred by them by reason of the fact that they are or
were a director, officer, or shareholder of ProtoSource Corporation including
indemnification under circumstances in which indemnification and advancement of
expenses are discretionary under California law.
We believe that it is the position of the Securities and Exchange Commission
that, insofar as the foregoing provisions may be invoked to disclaim liability
for damages arising under the Securities Act of 1933, the provisions are against
public policy as expressed in the Securities Act of 1933 and are, therefore,
unenforceable.
37
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of ProtoSource
Corporation voting securities as of the closing date of this offering, by each
person known by us to beneficially own 5% or more of the outstanding shares of
our voting securities, each of our directors, our named executive officers, and
all directors and executive officers as a group. The applicable percentage is
based on 2,734,648 shares outstanding and 4,334,648 shares to be outstanding
upon consummation of this offering and the concurrent offering by the selling
stockholders. The information set forth in the table and accompanying footnotes
has been furnished by the named beneficial owners.
Before Offering After Offerings
------------------------------ ------------------------------
Amount and Nature Percent of Amount and Nature Percent of
of Beneficial Class of Beneficial Class
Name of Beneficial Owner (1) Ownership (2) (%) Ownership (2) (%)
---------------------------- ---------------- --------- ---------------- ---------
William Conis (3)............................. 70,300 2.5% 70,300 1.6%
Andrew Stathopoulos (4)....................... 10,000 * 10,000 *
Michael A. Gales (9).......................... 5,000 * 5,000 *
Seymour G. Siegel (5)......................... 2,500 * 2,500 *
Mark Blanchard (7)............................ 43,310 1.6% 43,310 1.0%
Theodore Triantafilu (8)...................... -- -- -- --
SHA Cable Holdings (6)........................ 168,200 6.2% -- --
South Ocean, LLC (10)......................... 164,580 6.0% -- --
All officers and directors as a group
(6 persons)................................... 131,110 4.6% 131,110 3.0%
- ---------------
* Less than 1%
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
ProtoSource Corporation, 2300 Tulare Street, Suite 210, Fresno, CA 93721.
(2) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to the shares shown. Except where indicated by footnote and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of voting
securities shown as beneficially owned by them.
(3) Includes presently exercisable options to purchase (i) 10,000 shares at
$6.00 per share at any time until October 2003, and (ii) 60,000 shares at
$6.875 per share anytime until November 2004. Does not include shares
issuable upon exercise of 45,000 options that are not presently
exercisable.
(4) Represents stock options to purchase 10,000 shares at $6.00 per share at
any time until October 2003. Does not include shares issuable upon the
exercise of 5,000 options that are not presently exercisable.
(5) Represents stock options to purchase 2,500 shares at $6.00 per share at any
time until February 2005. Does not include shares issuable upon the
exercise of 5,000 options that are not presently exercisable.
(6) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
Alan Docter, Adam Wagner, Rob Israel, Diane Israel, Lynne Israel, Gerald
Bedrin, Atti Vilpulla, David Weinberger, John Wagner, Daniel Marx, Paul
Beck, Eric Salomon, Steve Marvin and Colin Frey may be deemed a control
persons of the shares owned by SHA Cable Holdings.
(7) Includes 43,310 shares owned by his wife, Virginia M. Blanchard.
(8) Does not include shares issuable upon exercise of 30,000 options that are
not presently exercisable.
(9) Represents 5,000 options to purchase shares of common stock at $6.00 per
share at anytime until October 2004. Does not include shares issuable upon
exercise of 10,000 options that are not exercisable.
(10) Includes 77,959 shares held in the name of J eanne F. Jennings. In
accordance with Rule 13d-3 under the Secur ities Exchange Act of 1934,
Jeanne F. Jennings and David Jennings may b e deemed control persons of the
shares owned by such entity.
38
DESCRIPTION OF CAPITAL STOCK
The units being offer under this prospectus consists of two shares of our
common stock and one class B warrant to purchase one share of our common stock.
See below for a description of our common stock and class B warrants.
Common Stock
We are authorized to issue 10,000,000 shares of common stock, of which
2,734,648 shares are currently outstanding. Upon issuance, the shares of common
stock are not subject to further assessment or call. The holders of common stock
are entitled to one vote for each share held of record on each matter submitted
to a vote of stockholders. Cumulative voting for election of directors is
permitted. Subject to the prior rights of any series of preferred stock which
may be issued by us in the future, holders of common stock are entitled to
receive ratably such dividends that may be declared by the Board of Directors
out of funds legally available therefore, and, in the event of the liquidation,
dissolution or winding up of us, are entitled to share ratably in all assets
remaining after payment of liabilities. Holders of common stock have no
preemptive rights and have no rights to convert their common stock into any
other securities. The outstanding common stock is, and the common stock to be
outstanding upon completion of the offering will be, validly issued, fully paid
and non-assessable.
Class B Warrants
Each class B warrant represents the right to purchase one share of common
stock at an initial exercise price of $2.925 per share (130% of the offering
price of one share of common stock in this prospectus) for a period of five
years from the date hereof. The exercise price and the number of shares issuable
upon exercise of the class B warrants will be adjusted upon the occurrence of
the following events:
o issuance of common stock as a dividend on shares of common stock,
o subdivisions, reclassifications or combinations of the common stock or
similar events.
The class B warrants do not contain provisions protecting against dilution
resulting from the sale of additional shares of common stock for less than the
exercise price of the class B warrants or the current market price of our
securities and do not entitle class B warrant holders to any voting or other
rights as a shareholder until such class B warrants are exercised and common
stock is issued.
Class B warrants may be redeemed in whole or in part at our option after one
year from the date hereof, upon 30 days' notice and with the consent of the
underwriters, at a redemption price equal to $.10 per class B warrant if the
closing price of our Common Stock on The Nasdaq SmallCap Market (or the Bulletin
Board) is at least $4.3875 per share for not less than 20 of 30 trading days,
ending not earlier than 15 days before the class B warrants are called for
redemption.
Holders of class B warrants may exercise their class B warrants for the
purchase of shares of common stock only if a current prospectus relating to such
shares is then in effect and only if such shares are qualified for sale, or
deemed to be exempt from qualification under applicable state securities laws.
We are required to use our best efforts to maintain a current prospectus
relating to such shares of common stock at all times when the market price of
the common stock exceeds the exercise price of the class B warrants until the
expiration date of the class B warrants, although there can be no assurance that
we will be able to do so.
The shares of common stock issuable on exercise of the class B warrants will
be, when issued in accordance with the class B warrants, duly and validly
issued, fully paid and non-assessable. At all times that the class B warrants
are outstanding, we will authorize and reserve at least that number of shares of
common stock equal to the number of shares of common stock issuable upon
exercise of all outstanding class B warrants.
For the term of the class B warrants, the holders thereof are given the
opportunity to profit from an increase in the per share market price of our
common stock, with a resulting dilution in the interest of all other
stockholders. So long as the class B warrants are outstanding, the terms on
which we could obtain
39
additional capital may be adversely affected. The holders of the class B
warrants might be expected to exercise the class B warrants at a time when we
would, in all likelihood, be able to obtain additional capital by a new offering
of securities on terms more favorable than those provided by the class B
warrants.
Other Warrants
By a prospectus dated May 13, 1998, we sold 1,137,000 units of our securities
at a price of $5.75 per unit. Each unit consisted of one share of common stock,
no par value, and one class A common stock purchase warrant. Each class A
warrant represents the right to purchase one share of common stock at an
exercise price of $6.325 per share through May 13, 2003. The exercise price and
the number of shares issuable upon exercise of the class A warrants will be
adjusted upon the occurrence of certain events, including the issuance of common
stock as a dividend on shares of common stock, subdivisions, reclassifications
or combinations of the common stock or similar events. The class A warrants do
not contain provisions protecting against dilution resulting from the sale of
additional shares of common stock for less than the exercise price of the class
A warrants or the current market price of our securities and do not entitle
class A warrant holders to any voting or other rights as a shareholder until
such class A warrants are exercised and common stock is issued.
Class A warrants may be redeemed in whole or in part at our option after one
year from the prospectus date, upon 30 days notice and with the consent of
Andrew, Alexander, Wise & Company, Inc., at a redemption price equal to $.10 per
class A warrant if the closing price of our Common Stock on The Nasdaq SmallCap
Market (or the Bulletin Board) is at least $8.625 per share for 20 consecutive
trading days, ending not earlier than 15 days before the class A warrants are
called for redemption.
Holders of class A warrants may exercise their class A warrants for the
purchase of shares of common stock only if a current prospectus relating to such
shares is then in effect and only if such shares are qualified for sale, or
deemed to be exempt from qualification under applicable state securities laws.
We are required to use our best efforts to maintain a current prospectus
relating to such shares of common stock at all times when the market price of
the common stock exceeds the exercise price of the class A warrants until the
expiration date of the class A warrants, although there can be no assurance that
we will be able to do so.
The shares of common stock issuable on exercise of the class A warrants will
be, when issued in accordance with the class A warrants, duly and validly
issued, fully paid and non-assessable. At all times that the class A warrants
are outstanding, we will authorize and reserve at least that number of shares of
common stock equal to the number of shares of common stock issuable upon
exercise of all outstanding class A warrants.
For the term of the class A warrants, the holders thereof are given the
opportunity to profit from an increase in the per share market price of the our
common stock, with a resulting dilution in the interest of all other
stockholders. So long as the class A warrants are outstanding, the terms on
which we could obtain additional capital may be adversely affected. The holders
of the class A warrants might be expected to exercise the class A warrants at a
time when we would, in all likelihood, be able to obtain additional capital by a
new offering of securities on terms more favorable than those provided by the
class A warrants.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock, none of which
is currently outstanding. The preferred stock may, without action by our
stockholders, be issued by the Board of Directors from time to time in one or
more series for such consideration and with such relative rights, privileges and
preferences as the Board may determine. Accordingly, the Board has the power to
fix the dividend rate and to establish the provisions, if any, relating to
voting rights, redemption rates, sinking fund provisions, liquidation
preferences and conversion rights for any series of preferred stock issued in
the future. As such, issuance of preferred stock by our Board with voting and/or
conversion rights, may adversely affect the voting power and/or equitable rights
of our common stockholders. In addition, we will not offer preferred stock to
promoters except on the same terms as it is offered to all other existing
shareholders or to new shareholders or unless the issuance of such preferred
stock is approved by a majority or our independent directors who did not have an
interest in the transaction and who had access, at our expense, to counsel.
40
Use of Preferred Stock As Anti-Takeover Device
It is not possible to state the actual effect of any authorization of
preferred stock upon the rights of holders of common stock until the Board
determines the specific rights of the holders of any other series of preferred
stock. The Board's authority to issue preferred stock also provides a convenient
vehicle in connection with possible acquisitions and other corporate purposes,
but could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock. Accordingly, the future
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of us without further action by the stockholders
and therefore, may be used as an "anti-takeover" device adversely affecting the
holders of the common stock and depressing the value of the common stock. We
have no current plans to issue any preferred stock.
Transfer Agent And Registrar
Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209, is our transfer agent and warrant agent.
41
SHARES ELIGIBLE FOR FUTURE SALE
Shares Outstanding and Freely Tradable After Offering
Upon completion of this offering, we will have approximately 4,334,648 shares
of common stock outstanding. The 1,600,000 shares underlying the units to be
sold by ProtoSource Corporation in this offering will be freely tradable without
restriction or limitation under the Securities Act, except for any such shares
held by "affiliates" of ProtoSource Corporation, as such term is defined under
Rule 144 of the Securities Act, which shares will be subject to the resale
limitations under Rule 144.
Lock-up Agreements
In connection with our acquisition of MicroNet Services, Inc., dated as of
November 1, 1999, we issued 74,870 shares of our common stock pursuant to a
Stock Purchase Agreement. The parties to the Stock Purchase Agreement agreed not
to sell, transfer, or otherwise dispose of any shares of our common stock owned
by them for a 36 month period ending on November 1, 2002 (except that with
respect to the shares owned by Denise & Stuart Rosenkrantz, $12,500 worth of
shares may be sold per fiscal quarter) without our prior written consent. The
shares may be released from this lock-up upon: (i) our common stock closing at
or above $15.00 per share for thirty (30) consecutive trading days on any Nasdaq
Market; or (ii) our common stock trading 500,000 or more shares per week on
average on any Nasdaq Market for thirty (30) consecutive trading days at a
closing price not less than $10.00.
In connection with a bridge financing of $1,500,000, we issued 240,000 shares
of our common stock together with Promissory Notes. The parties to the
Promissory Notes agreed not to sell, transfer, or otherwise dispose of any
shares of our common stock owned by them for a 12 month period from the
effective date of this Prospectus without the prior written consent of Andrew,
Alexander, Wise & Company, Inc.
In connection with our acquisition of Suncoast Automation, Inc., dated as of
August 22, 2000, we issued 1,303,072 shares of our common stock and will reserve
1,000,000 shares of our common stock, which can be earned out pursuant to a
Stock Exchange Agreement. The parties to the Stock Exchange Agreement agreed not
to sell, transfer, or otherwise dispose of any shares of our common stock owned
by them or acquired by them under the terms of the earn out provisions for a 36
month period ending on August 1, 2003 without our prior written consent. The
shares may be released from this lock-up upon: (i) the common stock of the
purchaser closing at or above $15.00 per share for twenty (20) consecutive
trading days on any Nasdaq Market; (ii) the common stock of ProtoSource trading
500,000 or more shares per week on average on any Nasdaq Market for twenty (20)
consecutive trading days at a closing price not less than $10.00; or (iii) we
are sold for a market capitalization above $100,000,000 and the acquiring party
shall not agree to honor the earn out provisions in the Stock Exchange
Agreement.
Rule 144
In general, under Rule 144, as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned shares for at least one
year, including an affiliate of us, would be entitled to sell, within any
three-month period, that number of shares that does not exceed the greater of 1%
of the then-outstanding shares of common stock (approximately 43,346 shares
after this offering) or the average weekly trading volume in the common stock
during the four calendar weeks immediately preceding the date on which the
notice of sale is filed with the Commission, provided certain manner of sale and
notice requirements and requirements as to the availability of current public
information about us is satisfied. In addition, affiliates of ours must comply
with the restrictions and requirements of Rule 144, other than the one-year
holding period requirement, in order to sell shares of common stock. As defined
in Rule 144, an "affiliate" of an issuer is a person who, directly or
indirectly, through the use of one or more intermediaries controls, or is
controlled by, or is under common control with, such issuer. Under Rule 144(k),
a holder of "restricted securities" who is not deemed an affiliate of the issuer
and who has beneficially owned shares for at least two years would be entitled
to sell shares under Rule 144(k) without regard to the limitations described
above.
Effect of Substantial Sales on Market Price of Common Stock
We are unable to estimate the number of shares that may be sold in the future
by our existing shareholders or the effect, if any, that such sales will have on
the market price of the common stock prevailing from time to time. Sales of
substantial amounts of common stock, or the prospect of such sales, could
adversely affect the market price of the common stock.
42
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement,
the underwriters named below have agreed to purchase from ProtoSource
Corporation, and ProtoSource Corporation has agreed to sell to the underwriters,
the number of units set forth opposite the underwriter's name below, excluding
units set aside for options granted for over-allotments. Kashner Davidson
Securities Corporation shall serve as the managing underwriter for the offering.
Underwriters Number of Units
------------ --------------
Kashner Davidson Securities Corporation ...................... 500,000
Nutmeg Securities, Ltd ....................................... 100,000
ViewTrade Securities, Inc. ................................... 100,000
Global Capital Securities Corp. .............................. 100,000
Total. ....................................................... 800,000
The underwriters have agreed, subject to the terms and conditions of the
underwriting agreement, to purchase from us all of the units offered hereby.
Kashner Davidson Securities Corporation commenced business in 1969. There are no
material relationships between our promoters and the managing underwriter.
The managing underwriter has advised us that it proposes to offer the units
purchased by it directly to the public at the public offering set forth on the
cover page of this prospectus and to certain dealers at a price that represents
a concession of $.225 per unit. The managing underwriter is committed to
purchasing and paying for all of the units if any units are taken. After the
initial public offering of the units, the offering price and the selling terms
may be changed in the sole discretion of the managing underwriter. The managing
underwriter does not intend to sell any of our securities to accounts for which
it exercises discretionary authority, however reserves the right to do so.
We have also granted the managing underwriter an overallotment option,
exercisable within 45 days from the date of this prospectus, to purchase from us
up to 120,000 units solely to cover overallotments. The managing underwriter is
otherwise under no obligation to exercise their overallotment option or purchase
any units subject to the overallotment option.
The managing underwriter shall purchase the units (including units subject to
the overallotment option) from us at a price of $4.05 per unit. In addition, we
have agreed to pay the managing underwriter a 3% nonaccountable expense
allowance on the aggregate initial public offering price of the units, including
units subject to the overallotment option.
We have agreed to issue the underwriter's warrants to the managing
underwriter for a consideration of $10. The underwriter's warrants are
exercisable at any time in the five-year period commencing one year from the
date of this prospectus to purchase up to an aggregate of 80,000 units for
$7.425 per unit in cash (165% of the offering price of the units) or on a
cashless basis by exchanging the "value" of the existing underwriter's warrants
(such "value" based upon the difference between the exercise price and the
market price of the underwriter's warrants on the date of exercise). The units
which may by purchased upon exercise of the underwriter's warrants consists of
two shares of our common stock and one common stock purchase warrant, which
entitles its holders to purchase one share of our common stock at 165% of the
exercise price of the underwriters warrant. The underwriter's warrants will be
restricted from sale, transfer, assignment, or hypothecation for a period of one
year from the effective date of this offering except (i) to an underwriter or a
partner or officer of an underwriter (but not directors of the underwriter or
selling group) or (ii) by will or operation of law. During the term of the
underwriter's warrants, the holder thereof is given the opportunity to profit
from an increase in the per share market price of our securities. As long as the
underwriter's warrants are outstanding, we may find it more difficult to raise
additional equity capital. At any time at which the underwriter's warrants are
likely to be exercised, we would probably be able to obtain additional equity
capital on more favorable terms. If we file a registration statement relating to
an equity offering under the provisions of the 1933 Act at any time during the
seven year period following the date of this prospectus, the holders of the
underwriter's warrants or underlying units will have the right, subject to
certain conditions, to include in such registration statement, at our expense,
all or part of the underlying units at the request of the
43
holders. Additionally, we have agreed, for a period of five years commencing on
the date of this prospectus, on demand of the holders of a majority of the
underwriter's warrants or the units issued or issuable thereunder, to register
the units underlying the underwriter's warrants one time at our expense. The
registration of securities pursuant to the underwriter's warrants may result in
substantial expense to us at a time when we may not be able to afford such
expense and may impede future financing. The number of units covered by the
underwriter's warrants and the exercise price are subject to adjustment under
certain events to prevent dilution.
In connection with the offering, the managing underwriter and selling group
members (if any) and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the common stock and
warrants. Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M, pursuant to which such persons may bid
or purchase common stock or warrants for the purpose of stabilizing their market
prices. The managing underwriter may also create a short position for the
account of the managing underwriter by selling more securities in connection
with the offering than it is committed to purchase from us and in such case may
purchase securities in the open market following completion of the offering to
cover all or a portion of such short overallotment option. Any of the
transactions described in this paragraph may result in the maintenance of the
securities at a level above that which might otherwise prevail in the open
market. None of the transactions described in this paragraph is required, and,
if they are undertaken, they may be discontinued at any time.
In connection with the Offering, the Underwriter may also purchase and sell
the common stock and warrants in the open market. These transactions may include
overallotment and stabilizing transactions as described above, and purchases to
cover syndicate short positions created in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purposes
of preventing or retarding a decline in the market price of the common stock and
warrants; and syndicate short positions involve the sale by the underwriter of a
greater number of shares of common stock or of warrants than they are required
to purchase from us in the offering. The managing underwriter also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the common stock and warrants sold in the offering
for their account may be reclaimed by the managing underwriter if such
securities are repurchased by the managing underwriter in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the common stock and warrants, which may be higher
than the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions
may be effected on The Nasdaq SmallCap Market.
We have agreed upon completion of the offering to retain the managing
underwriter as financial consultants for a period of one year at a monthly fee
of $70,000 (a total of $5,883.33), payable in full upon the closing of the
offering. The consulting agreement will not require the managing underwriter to
devote a specific amount of time to the performance of its duties thereunder.
We have agreed to indemnify the managing underwriter against certain
liabilities including liabilities under the Securities Act and to contribute in
certain events to liabilities incurred by the managing underwriter in connection
with the sale of the Units. In the opinion of the Commission, indemnification
against liabilities under the Securities Act is against public policy and is
therefore unenforceable.
44
CERTAIN TRANSACTIONS
There have been no loans to, or material transactions with, any of our
affiliates. In the event we enter into any material transactions with our
affiliates in the future, our policy is that such transactions must be made on
terms that are no less favorable to us than those generally available from
unaffiliated third parties. All future material affiliated transactions and
loans, and any forgiveness of loans with affiliates, must be approved by a
majority of the independent directors who do not have an interest in the
transactions and who have access at our expense, to either our counsel or
independent legal counsel.
LEGAL MATTERS
Certain legal matters in connection with the Offering will be passed upon for
ProtoSource Corporation by Sichenzia, Ross & Friedman LLP, New York, New York.
From time to time, Sichenzia, Ross & Friedman LLP has represented the
underwriter in connection with other matters. Snow Becker Krauss P.C., New York,
New York, has acted as counsel for the Underwriters in connection with the
Offering.
EXPERTS
Our financial statements as of December 31, 1999 and for the years ended
December 31, 1999 and 1998 have been included in this prospectus in reliance on
the report of Angell & Deering, independent certified public accountants, as
given upon the authority of said firm as experts in accounting and auditing.
The financial statements for Suncoast Automation, Inc. as of December 31,
1999 and 1998 and for the years December 31, 1999 and 1998 have been included in
this prospectus in reliance on the report of Cherry, Bekaert & Holland, L.L.P.
given upon their authority as experts in accounting and auditing.
45
ADDITIONAL INFORMATION
ProtoSource Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports,
proxy or information statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the following regional offices: Seven World Trade Center, New
York, New York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C.20549, at prescribed rates. In addition, the Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's web site is http://www.sec.gov.
ProtoSource Corporation has filed with the Commission, a registration
statement on Form SB-2 under the Securities Act of 1933 with respect to the
common stock being offered hereby. As permitted by the rules and regulations of
the Commission, this prospectus does not contain all the information set forth
in the registration statement and the exhibits and schedules thereto. For
further information with respect to us and the common stock offered hereby,
reference is made to the registration statement, and such exhibits and
schedules. A copy of the registration statement, and the exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the Commission at the addresses set forth above, and copies of all
or any part of the registration statement may be obtained from such offices upon
payment of the fees prescribed by the Commission. In addition, the registration
statement may be accessed at the Commission's web site. Statements contained in
this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the registration statement,
each such statement being qualified in all respects by such reference.
46
PROTOSOURCE CORPORATION
Index to Financial Statements
Financial Statements Page
------------------- ----
Proforma Unaudited Combined Financial Statements of ProtoSource
Corporation for the nine months ended September 30, 2000 and for the
year ended December 31, 1999 .......................................... F-2
Financial Statements of ProtoSource Corporation as of September 30, 2000
(Unaudited) and December 31, 1999 and for the nine months ended
September 30, 2000 and 1999 (Unaudited) and for the years ended
December 31, 1999 and 1998 ............................................ F-5
Financial Statements of Suncoast Automation, Inc. as of June 30, 2000
(Unaudited) and December 31, 1999 and 1998 and for the six months
ended June 30, 2000 and 1999 (Unaudited) and for the years ended
December 31, 1999 and 1998 ............................................ F-24
F-1
PROTOSOURCE CORPORATION
Unaudited Proforma Combined Condensed Statement of Operations
for the Nine Months Ended September 30, 2000
The following unaudited proforma combined statement of operations and per
share data gives effect to the acquisition of Suncoast Automation, Inc.
("Suncoast") by ProtoSource Corporation ("Proto") in a transaction accounted for
as a purchase. The proforma information is presented for illustrative purposes
only and is not necessarily indicative of the operating results or financial
position that would have occurred if the acquisition had been consummated nor is
it necessarily indicative of future operating results or financial position. The
unaudited proforma statement of operations gives effect to the acquisition as if
it had occurred on January 1, 1999. This proforma statement of operations should
be read in conjunction with the accompanying notes and related historical
financial statements and notes thereto of Proto and Suncoast.
Proforma Proforma
Proto Suncoast Adjustments Combined
----------- --------- ----------- -----------
Revenue....................................... $ 1,187,820 $ 117,552 $ -- $ 1,305,372
Operating expenses............................ 2,912,582 487,593 -- 3,400,175
1736,098
Depreciation and amortization................. 437,390 49,564 1(49,564) 1,173,488
----------- --------- ---------- -----------
Income (Loss) From Operations.............. (2,162,152) (419,605) (686,534) (3,268,291)
----------- --------- ---------- -----------
Other Income (Expense):
Interest expense............................. (882,546) (28,964) -- (911,510)
Interest income and other.................... 38,730 2,910 -- 41,640
----------- --------- ---------- -----------
Total Other Income (Expense)............... (843,816) (26,054) -- (869,870)
----------- --------- ---------- -----------
Income (Loss) Before Provision For
Income Taxes................................. (3,005,968) (445,659) (686,534) (4,138,161)
Provision for income taxes.................... 1,279 9,286 -- 10,565
----------- --------- ---------- -----------
Net Income (Loss).......................... $(3,007,247) $(454,945) $ (686,534) $(4,148,726)
=========== ========= ========== ===========
Net Income (Loss) Per Basic and
Diluted Share of Common Stock................ $ (1.34) $ (1.23)
Weighted Average Number of Basic and
Diluted Common Shares Outstanding............ 2,250,615 3,363,458
The accompanying notes are an integral part of these unaudited
proforma combined condensed financial statements.
F-2
PROTOSOURCE CORPORATION
Unaudited Proforma Combined Condensed Statement of Operations
For the year ended December 31, 1999
The following unaudited proforma combined statement of operations and per
share data gives effect to the acquisition of Suncoast by Proto in a transaction
accounted for as a purchase. The proforma information is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have occurred if the acquisition had
been consummated nor is it necessarily indicative of future operating results or
financial position. The unaudited proforma statement of operations gives effect
to the acquisition as if it had occurred on January 1, 1999. This proforma
statement of operations should be read in conjunction with the accompanying
notes and related historical financial statements and notes thereto of Proto and
Suncoast.
Proforma Proforma
Proto Suncoast Adjustments Combined
----------- --------- ----------- -----------
Revenue....................................... $ 1,125,225 $ 164,535 $ -- $ 1,289,760
Operating expenses............................ 2,348,141 546,013 -- 2,894,154
11,207,923
Depreciation and amortization................. 218,077 31,008 1(31,008) 1,426,000
----------- --------- ----------- -----------
Income (Loss) From Operations................ (1,440,993) (412,486) (1,176,915) (3,030,394)
----------- --------- ----------- -----------
Other Income (Expense):
Interest expense............................. (16,763) (13,881) -- (30,644)
Interest income and other.................... 164,116 (4,452) -- 159,664
----------- --------- ----------- -----------
Total Other Income (Expense)............... 147,353 (18,333) -- 129,020
----------- --------- ----------- -----------
Net Income (Loss).......................... $(1,293,640) $(430,819) $(1,176,915) $(2,901,374)
=========== ========= =========== ===========
Net Income (Loss) Per Basic and Diluted Share
of Common Stock............................. $ (.72) $ (.94)
Weighted Average Number of Basic and Diluted
Common Shares Outstanding................... 1,789,453 3,092,525
The accompanying notes are an integral part of these unaudited
proforma combined condensed financial statements.
F-3
PROTOSOURCE CORPORATION
Notes To Unaudited Proforma Combined Condensed Financial Statements
1. Basis of Presentation
On August 22, 2000, Proto executed a Stock Exchange Agreement (the
"Agreement") to purchase all of the outstanding common stock of Suncoast which
is effective as of August 1, 2000. The assets acquired consist of property and
equipment, accounts receivable, subscriber base, intellectual property rights
and various other assets. The purchase price was $7,736,990 consisting of
1,303,072 shares of the Company's common stock. The Company also paid a finders
fee of approximately $315,000 in connection with the acquisition and estimated
legal expenses and other direct costs of the acquisition of $85,000 resulting in
a total purchase price of $8,136,990. The acquisition will be accounted for as a
purchase. A summary of the allocation of the purchase price to the specific
assets and liabilities acquired is as follows:
Cash .............................................................. $ 35,290
Accounts receivable, inventory and other current assets ........... 343,057
Property and equipment ............................................ 719,389
Goodwill .......................................................... 8,238,403
Less liabilities assumed .......................................... (1,199,149)
----------
Net Purchase Price ................................................ $8,136,990
==========
In addition, Proto shall deposit 1,000,000 shares of its common stock (the
"Earnout Shares") with an Escrow Agent. The shares will be held for a maximum of
twenty seven months from the date of the acquisition. The Earnout Shares may be
earned by Suncoast's shareholders upon meeting certain subscriber and cash flow
provisions over a twenty seven month period.
The proforma combined condensed statement of operations gives effect to the
acquisition of Suncoast in a transaction accounted for as a purchase. The
transaction is reflected in the proforma statement of operations as if it
occurred at the beginning of the period presented. The operations of Suncoast in
the combined condensed statement of operations for the nine months ended
September 30, 2000 are for the period from January 1, 2000 to the date of
acquisition, August 1, 2000.
2. Proforma Net Income (Loss) Per Share of Common Stock
The proforma net income (loss) per share of common stock is based on the
weighted average number of common shares outstanding after giving effect to the
shares issued for the acquisition.
3. Proforma Adjustments
Adjustments to present the proforma combined condensed financial statements
are as follows:
1. Record amortization expense of goodwill and depreciation of property
and equipment recorded in the acquisition from the beginning of the
period presented to the date of the acquisition. The goodwill is
amortized over a seven year life. Also includes reversal of
depreciation and amortization expense of Suncoast for the periods
presented prior to the date of the acquisition.
F-4
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
ProtoSource Corporation
We have audited the accompanying balance sheet of ProtoSource Corporation as
of December 31, 1999 and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ProtoSource Corporation as of
December 31, 1999 and the results of its operations and its cash flows for the
years ended December 31, 1999 and 1998 in conformity with generally accepted
accounting principles.
Angell & Deering
Certified Public Accountants
Denver, Colorado February 17, 2000, except for Note 14 as to which the date is
February 22, 2000
F-5
PROTOSOURCE CORPORATION
Balance Sheets
September 30, December 31,
2000 1999
------------ -----------
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents ..................... $ 240,783 $ 677,319
Accounts receivable:
Trade, net of allowance for doubtful accounts
of $21,693 and $39,698....................... 178,471 97,752
Employees.................................... -- 5,000
Prepaid expenses .............................. 182,877 38,451
Inventory ..................................... 258,298 --
----------- ----------
Total Current Assets ....................... 860,429 818,522
----------- ----------
Property and Equipment, at cost:
Equipment ..................................... 1,017,265 979,613
Furniture ..................................... 170,227 147,533
Leasehold improvements ........................ 6,462 6,462
On-site equipment ............................. 700,348 --
----------- ----------
1,894,302 1,133,608
Less accumulated depreciation and amortization (969,977) (846,439)
----------- ----------
Net Property and Equipment ................. 924,325 287,169
----------- ----------
Other Assets:
Goodwill, net of accumulated amortization of
$345,873 and $32,020.......................... 8,582,107 762,165
Investment in corporation ..................... 1,340,323 1,800,000
Debt issuance costs, net of accumulated
amortization of $803,770...................... 918,730 --
Deposits ...................................... 43,758 17,325
Deferred offering costs ....................... 125,557 --
----------- ----------
Total Other Assets ......................... 11,010,475 2,579,490
----------- ----------
Total Assets ............................... $12,795,229 $3,685,181
=========== ==========
The accompanying notes are an integral part of these financial statements.
F-6
PROTOSOURCE CORPORATION
Balance Sheets
September 30, December 31,
2000 1999
------------ -----------
(Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable .............................. $ 615,796 $ 96,639
Accrued expenses:
Payroll taxes and wages...................... 229,544 47,113
Other........................................ 63,134 49,750
Deferred revenue .............................. 54,607 6,911
Current portion of long-term debt ............. 1,518,670 63,441
------------ -----------
Total Current Liabilities .................. 2,481,751 263,854
------------ -----------
Long-Term Debt, net of current portion above:
Individuals and other ......................... 1,610,183 --
Obligations under capital leases .............. 71,537 84,460
Less current portion above .................... (1,518,670) (63,441)
------------ -----------
Total Long-Term Debt ....................... 163,050 21,019
------------ -----------
Commitments and contingencies .................. -- --
Stockholders' Equity:
Preferred stock, no par value; 5,000,000
shares authorized, none issued
and outstanding.............................. -- --
Common stock, no par value; 10,000,000 shares
authorized, 3,501,586
and 1,879,332 shares issued and outstanding.. 20,993,125 11,428,924
Additional paid in capital .................... 221,324 28,158
Accumulated deficit ........................... (11,064,021) (8,056,774)
------------ -----------
Total Stockholders' Equity ................. 10,150,428 3,400,308
------------ -----------
Total Liabilities and Stockholders' Equity . $ 12,795,229 $ 3,685,181
============ ===========
The accompanying notes are an integral part of these financial statements.
F-7
PROTOSOURCE CORPORATION
Statements of Operations
Nine Months Ended
September 30, Year Ended December 31,
------------------------ -------------------------
2000 1999 1999 1998
----------- ---------- ----------- -----------
(Unaudited)
Net Revenues:
Internet service fees and other.............. $ 1,187,820 $ 759,708 $ 1,125,225 $ 882,651
----------- ---------- ----------- -----------
Total Revenues............................ 1,187,820 759,708 1,125,225 882,651
----------- ---------- ----------- -----------
Operating expenses:
Selling, general and administrative.......... 1,648,738 1,227,716 1,835,744 966,528
Cost of revenues............................. 561,503 308,898 494,897 342,042
Depreciation and amortization................ 437,390 138,781 218,077 748,917
Stock compensation expense................... 141,180 -- 17,500 10,658
Impairment of investment..................... 561,161 -- -- --
----------- ---------- ----------- -----------
Total Operating Expenses.................. 3,349,972 1,675,395 2,566,218 2,068,145
----------- ---------- ----------- -----------
Operating Loss............................ (2,162,152) (915,687) (1,440,993) (1,185,494)
----------- ---------- ----------- -----------
Other Income (Expense):
Interest income.............................. 38,730 77,577 91,866 127,760
Interest expense............................. (882,546) (20,324) (16,763) (705,021)
Rent and other income........................ -- 105,000 72,250 73,479
Loss on disposal of assets................... -- -- -- (6,953)
----------- ---------- ----------- -----------
Total Other Income (Expense).............. (843,816) 162,253 147,353 (510,735)
----------- ---------- ----------- -----------
Income (Loss) Before
Provision For Income Taxes................... (3,005,968) (753,434) (1,293,640) (1,696,229)
Provision for income taxes................... 1,279 -- -- --
----------- ---------- ----------- -----------
Net Loss.................................. $(3,007,247) $ (753,434) $(1,293,640) $(1,696,229)
=========== ========== =========== ===========
Net Loss Per Share of Common Stock:
Basic........................................ $ (1.34) $ (.42) $ (.72) $ (1.24)
Diluted...................................... $ (1.34) $ (.42) $ (.72) $ (1.24)
Weighted Average Number of
Common Shares Outstanding:
Basic........................................ 2,250,615 1,775,177 1,789,453 1,365,484
Diluted...................................... 2,250,615 1,775,177 1,789,453 1,365,484
The accompanying notes are an integral part of these financial statements.
F-8
PROTOSOURCE CORPORATION
Statements of Changes in Stockholders' Equity
for the Nine Months Ended September 30, 2000 and for
the Years Ended December 31, 1999 and 1998
Common Stock Additional
----------------------- Paid In Accumulated
Shares Amount Capital Deficit
--------- ----------- ---------- ------------
Balance at December 31, 1997.................. 665,333 $ 5,590,455 $ -- $ (5,066,905)
Issuance of common stock and warrants in
public offering (net of offering costs of
$1,166,846)................................. 1,137,000 5,370,904 -- --
Repurchase of common stock for cash........... (15,112) (77,165) -- --
Issuance of fractional shares from 1997 stock
splits...................................... 79 -- -- --
Compensation from issuance of stock options to
Directors................................... -- -- 10,658 --
Net loss...................................... -- -- -- (1,696,229)
--------- ----------- -------- ------------
Balance at December 31, 1998.................. 1,787,300 10,884,194 10,658 (6,763,134)
Issuance of common stock upon exercise of
stock options............................... 28,334 106,252 -- --
Repurchase of common stock for cash........... (15,112) (91,522) -- --
Compensation from issuance of stock options... -- -- 17,500 --
Issuance of common stock in connection with
acquisition................................. 78,810 530,000 -- --
Net loss...................................... -- -- -- (1,293,640)
--------- ----------- -------- ------------
Balance at December 31, 1999.................. 1,879,332 11,428,924 28,158 (8,056,774)
Issuance of common stock upon exercise of
stock options (unaudited)................... 62,122 232,958 -- --
Issuance of common stock in connection with
financing (unaudited)....................... 240,000 1,500,000 -- --
Return of common stock from adjustment of
acquisition cost (unaudited)................ (3,940) (26,497) -- --
Issuance of common stock for services
(unaudited)................................. 21,000 120,750 -- --
Issuance of common stock in connection with
acquisition (unaudited)..................... 1,303,072 7,736,990 -- --
Issuance of stock options for services
(unaudited)................................. -- -- 193,166 --
Net loss (unaudited).......................... -- -- -- (3,007,247)
--------- ----------- -------- ------------
Balance at September 30, 2000 (unaudited)..... 3,501,586 $20,993,125 $221,324 $(11,064,021)
========= =========== ======== ============
The accompanying notes are an integral part of these financial statements.
F-9
PROTOSOURCE CORPORATION
Statements of Cash Flows
Nine Months Ended
September 30, Year Ended December 31,
------------------------- -------------------------
2000 1999 1999 1998
----------- ----------- ----------- -----------
(Unaudited)
Cash Flows From Operating Activities:
Net loss................................... $(3,007,247) $ (753,434) $(1,293,640) $(1,696,229)
Adjustments to reconcile net loss to
net cash (used) by operating
activities:
Depreciation and amortization........... 1,163,159 138,781 218,077 748,917
Investment impairment................... 561,161 -- -- --
Provision for bad debts................. -- -- 32,198 173,000
Bad debt recovery....................... -- (105,000) -- --
Compensation from issuance of
stock options......................... -- -- 17,500 10,658
Loss on termination of capital
lease................................. -- -- -- 6,953
Changes in operating assets and
liabilities net of effects of
acquisition:
Accounts receivable...................... (34,658) (42,408) (75,851) (31,609)
Inventory................................ (9,794) -- -- --
Prepaid expenses and other assets........ 169,790 13,532 57,807 (34,550)
Accounts payable......................... 189,263 (18,587) (25,079) 25,611
Accrued liabilities...................... 3,402 5,286 (2,689) (14,665)
Deferred revenue......................... 32,492 (4,445) (6,836) 13,747
----------- ----------- ----------- -----------
Net Cash (Used) By Operating
Activities............................ (932,432) (766,275) (1,078,513) (798,167)
----------- ----------- ----------- -----------
Cash Flows From Investing Activities:
Cash received from acquisition............. 35,290 -- -- --
Purchase of property and equipment......... (41,305) (28,957) (63,793) (54,082)
Payment for termination of capital
lease.................................... -- -- -- (150,000)
Increase in note receivable................ (500,000) -- -- (24,999)
Increase in employee receivables........... 5,000 -- (5,000) --
Receipt of principal on note
receivable............................... -- 105,000 -- 250,817
Deposits................................... (3,241) -- (1,501) --
Investment in corporation.................. (101,484) (1,800,000) (1,800,000) --
Acquisition costs.......................... (270,342) -- -- --
Cash paid for acquisition.................. -- -- (203,985) --
----------- ----------- ----------- -----------
Net Cash Provided (Used) By
Investing Activities.................. (876,082) (1,723,957) (2,074,279) 21,736
----------- ----------- ----------- -----------
Cash Flows From Financing Activities:
Proceeds from borrowing.................... 1,541,028 -- -- --
Payments on notes payable.................. (53,951) (44,774) (70,503) (828,095)
Issuance of common stock................... 232,958 -- 106,252 6,537,750
Offering costs incurred.................... (125,557) -- -- (1,068,323)
Purchase of common stock................... -- (91,522) (91,522) (77,165)
Debt issuance costs incurred............... (222,500) -- -- --
----------- ----------- ----------- -----------
Net Cash Provided (Used) By
Financing Activities.................. 1,371,978 (136,296) (55,773) 4,564,167
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements.
F-10
PROTOSOURCE CORPORATION
Statements of Cash Flows
Nine Months Ended
September 30, Year Ended December 31,
------------------------ ------------------------
2000 1999 1999 1998
---------- ----------- ----------- ----------
(Unaudited)
Net Increase (Decrease) in Cash and Cash
Equivalents................................. $ (436,536) $(2,626,528) $(3,208,565) $3,787,736
Cash and Cash Equivalents at Beginning of
Period...................................... 677,319 3,885,884 3,885,884 98,148
---------- ----------- ----------- ----------
Cash and Cash Equivalents at End of Period.... $ 240,783 $ 1,259,356 $ 677,319 $3,885,884
========== =========== =========== ==========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest..................................... $ 40,372 $ 20,324 $ 16,763 $ 222,737
Income taxes................................. -- -- -- 1,600
Supplemental Disclosure of Noncash
Investing and Financing Activities:
Acquisition of equipment under
capital leases............................ $ -- $ -- $ -- $ 80,515
Issuance of common stock in
connection with acquisition............... -- -- 530,000 --
Issuance of common stock in
connection with financing................. 1,500,000 -- -- --
Return of common stock from
adjustment of acquisition cost............ 26,497 -- -- --
Issuance of common stock for
acquisition of corporation, allocated to on-site equipment $719,389,
goodwill $7,350,903, other current assets $318,057, accounts payable and
other liabilities
$651,359.................................. 7,736,990 -- -- --
The accompanying notes are an integral part of these financial statements.
F-11
PROTOSOURCE CORPORATION
Notes To Financial Statements
1. Summary of Significant Accounting Policies
Description of Business
ProtoSource Corporation, formerly SHR Corporation, doing business as Software
Solutions Company (the "Company"), was incorporated on July 1, 1988, under the
laws of the state of California. The Company is an Internet service provider.
The Company provides dial-up Internet access, web hosting services and web
development services.
Unaudited Interim Financial Statements
The financial statements as of September 30, 2000 and for the nine months
ended September 30, 2000 and 1999 are unaudited, however, in the opinion of
management of the Company, all adjustments (consisting solely of normal
recurring adjustments) necessary to a fair presentation of the financial
statements for the interim periods have been made.
Revenue Recognition
The Company charges customers monthly access fees to the Internet and
recognizes the revenue in the month the access is provided. The Company charges
customers monthly web hosting fees for maintaining the customers web site on its
server and recognizes the revenue in the month the service is provided. For
certain customers billed in advance, the Company recognizes the revenue over the
period the billing covers. Revenue for other services provided, including web
development services, are recognized as the service is performed.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the date of
purchase to be cash equivalents.
Property and Equipment
Depreciation and amortization of equipment, furniture, leasehold improvements
and on-site equipment are computed using the straight-line method over their
estimated useful lives. Assets held under capital lease obligations, are
amortized using the straight-line method over the shorter of the useful lives of
the assets or the term of the lease.
Classification Useful Life in Years
-------------- -------------------
Equipment............................................... 3-5
Furniture............................................... 5-7
Leasehold improvements.................................. 5-7
On-site equipment....................................... 5-7
Depreciation of property and equipment charged to operations was $190,896 and
$220,168 for the years ended December 31, 1999 and 1998, respectively.
Amortization
Goodwill is being amortized using the straight-line method over an estimated
useful life of 5 to 15 years.
Debt issuance costs are being amortized using the straight-line method over
the fifteen month term of the loans.
F-12
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
1. Summary of Significant Accounting Policies--(Continued)
Investment
The Company's investment is in a privately-held corporation which represents
less than a ten percent ownership interest in the corporation. The Company's
investment in the corporation is recorded using the cost method of accounting.
The Company reviews its investment for impairment whenever events or changes in
circumstances indicate that the fair value of its investment is less than its
cost or carrying value. An impairment expense is recognized if there is a
decline in value below the Company's cost of the investment if the decline is
other than temporary. The Company utilizes publicly available market information
or other appropriate estimates determined by management to evaluate impairment.
As of September 30, 2000, an impairment expense of $561,161 was recognized as
there was a decline in the investment fair value below its cost which was
considered other than temporary. The fair value was based on financial
projections and consultation with the Company's investment banker and an outside
consultant.
Stock-Based Compensation
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation". The Company will continue to
measure compensation expense for its stock-based employee compensation plans
using the intrinsic value method prescribed by APB Opinion No. 25, "Accounting
for Stock Issued to Employees". See Note 8 for pro forma disclosures of net
income and earnings per share as if the fair value-based method prescribed by
SFAS No. 123 had been applied in measuring compensation expense.
Long-Lived Assets
When facts and circumstances indicate that the cost of long-lived assets may
be impaired, an evaluation of the recoverability is performed by comparing the
carrying value of the assets to the projected future cash flows. Upon indication
that the carrying value of such assets may not be recoverable, the Company
recognizes an impairment loss by a charge against current operations.
A forecast showing lack of long-term profitability, a current period
operating or cash flow loss combined with a history of operating or cash flow
losses are conditions, among others, that would trigger an impairment assessment
of the carrying amount of enterprise goodwill. The impairment would be
determined using undiscounted cash flows or market appraisals.
Advertising
The Company advertises primarily through radio, television and print media.
The Company's policy is to expense advertising costs, including productions
costs, as incurred. Advertising expense was $123,841 and $29,820 for the years
ended December 31, 1999 and 1998, respectively.
Income Taxes
Deferred income taxes are provided for temporary differences between the
financial reporting and tax basis of assets and liabilities using enacted tax
laws and rates for the years when the differences are expected to reverse.
Net Income (Loss) Per Share of Common Stock
The Company adopted SFAS No. 128, "Earnings Per Share", which specifies the
method of computation, presentation and disclosure for earnings per share.
SFAS No. 128 requires the presentation of two earnings per share amounts,
basic and diluted.
F-13
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
1. Summary of Significant Accounting Policies--(Continued)
Basic earnings per share is calculated using the average number of common
shares outstanding. Diluted earnings per share is computed on the basis of the
average number of common shares outstanding plus the dilutive effect of
outstanding stock options using the "treasury stock" method.
The basic and diluted earnings per share are the same since the Company had a
net loss for 1999 and 1998 and the inclusion of stock options and other
incremental shares would be antidilutive. Options and warrants to purchase
1,823,000 and 1,673,333 shares of common stock at December 1999 and 1998,
respectively were not included in the computation of diluted earnings per share
because the Company had a net loss and their effect would be antidilutive.
Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform with the
current period presentation.
2. Long-Term Debt
Obligations Under Capital Leases
Long-term debt consists of the following:
15.4% to 23.0% installment notes due in 2000 to 2001,
collateralized by equipment ..................................... $ 84,460
--------
Total Long-Term Debt ............................................. 84,460
Less current portion of long-term debt ........................... (63,441)
--------
Long-Term Debt ................................................... $ 21,019
========
Installments due on debt principal, including the capital leases, at December
31, 1999 are as follows:
Year Ending December 31,
------------------------
2000............................................................... $63,441
2001............................................................... 21,019
-------
Total.............................................................. $84,460
=======
F-14
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
3. Income Taxes
The components of the provision for income taxes are as follows:
1999 1998
---- ----
Current:
Federal ..................................................... $-- $--
State ....................................................... -- --
--- ---
Total ....................................................... -- --
--- ---
Deferred:
Federal ..................................................... -- --
State ....................................................... -- --
--- ---
Total -- --
--- ---
Total Provision For Income Taxes.............................. $-- $--
=== ===
The provision for income taxes reconciles to the amount computed by applying
the federal statutory rate to income before the provision for income taxes as
follows:
1999 1998
---- ----
Federal statutory rate........................................ (25)% (25)%
State franchise taxes, net of federal benefits................ (4) (4)
Valuation allowance........................................... 29 29
---- ----
Total......................................................... --% --%
==== ====
Significant components of deferred income taxes as of December 31, 1999 are
as follows:
Net operating loss carryforward ............................... $ 2,291,200
Vacation accrual .............................................. 4,100
Allowance for bad debts ....................................... 13,600
Amortization of goodwill ...................................... 5,900
Stock option compensation ..................................... 6,000
-----------
Total Deferred Tax Asset ...................................... 2,320,800
-----------
Accelerated depreciation ...................................... (17,300)
-----------
Total Deferred Tax Liability .................................. (17,300)
Less valuation allowance ...................................... (2,303,500)
-----------
Net Deferred Tax Asset ........................................ $ --
===========
The Company has assessed its past earnings history and trends, budgeted
sales, and expiration dates of carryforwards and has determined that it is more
likely than not that no deferred tax assets will be realized. The valuation
allowance of $2,303,500 is maintained on deferred tax assets which the Company
has not determined to be more likely than not realizable at this time. The net
change in the valuation allowance for deferred tax assets was an increase of
$356,200. The Company will continue to review this valuation on a quarterly
basis and make adjustments as appropriate.
At December 31, 1999, the Company had federal and state net operating loss
carryforwards of approximately $8,000,000 and $3,800,000, respectively. Such
carryforwards expire in the years 2007 through 2019 and 2000 through 2004 for
federal and state purposes, respectively.
F-15
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
4. Stockholders' Equity
Public Stock Offering
The closing for the Company's secondary offering occurred on May 20, 1998.
The Company sold 1,137,000 units of the Company's securities at $5.75 per unit
and paid the Underwriter a 10% commission and a 3% non-accountable expense
allowance. Each unit consisted of one share of the Company's common stock and
one redeemable common stock purchase warrant. Each warrant is exercisable to
purchase one share of common stock at $6.33 per share until May 13, 2003 and may
be redeemed by the Company anytime after May 13, 1999 if the closing price of
the Company's common stock is at least $8.63 per share for 20 consecutive
trading days.
In connection with the offering, the Company issued the Underwriter a
warrant, for $10, to purchase up to 105,000 units which are exercisable at $9.49
per unit (equal to 165% of the public offering price of the Units). The
Underwriter's warrant is exercisable through May 13, 2003. The units subject to
the Underwriter's warrant are identical to the units sold to the public. The
Company has also retained the Underwriter as a financial consultant for a period
of one year at a monthly fee of $5,000 (a total of $60,000) which was paid in
full upon completion of the Offering. In May 1999, the consulting agreement was
extended for an additional two years at $5,000 per month through May 2001.
5. Preferred Stock
The authorized preferred stock of the Company consists of 5,000,000 shares,
no par value. The preferred stock may be issued in series from time to time with
such designation, rights, preferences and limitations as the Board of Directors
of the Company may determine by resolution. The rights, preferences and
limitations of separate series of preferred stock may differ with respect to
such matters as may be determined by the Board of Directors, including without
limitation, the rate of dividends, method and nature of payment of dividends,
terms of redemption, amounts payable on liquidation, sinking fund provisions (if
any), conversion rights (if any), and voting rights. Unless the nature of a
particular transaction and applicable statutes require approval, the Board of
Directors has the authority to issue these shares without shareholder approval.
6. Stock Options and Warrants
Incentive Stock Option Plan
In November 1994, the Company's Board of Directors authorized and the
shareholders approved, a stock option plan which provides for the grant of
incentive and nonqualified options to eligible officers and key employees of the
Company to purchase up to 150,000 shares of the Company's common stock. The
purchase price of such shares shall be at least equal to the fair market value
at the date of grant. Such options vest at the discretion of the Board of
Directors. The stock option plan expires in 2004. Under the Company's stock
option plan, outstanding options vest over three years from the grant date and
are generally for a six year term.
F-16
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
6. Stock Options and Warrants--(Continued)
The following table contains information on the stock options under the
Company's plan for the years ended December 31, 1998 and 1999. The outstanding
agreements expire from May 2004 to November 2005.
Number Weighted Average
of Shares Exercise Price
-------- ---------------
Options outstanding at December 31, 1997..... -- $ --
Granted .................................... 56,750 5.75
Exercised .................................. -- --
Cancelled .................................. (2,750) 5.75
------- -----
Options outstanding at December 31, 1998..... 54,000 5.75
Granted .................................... 78,500 6.71
Exercised .................................. -- --
Cancelled .................................. (16,500) 5.75
------- -----
Options outstanding at December 31, 1999..... 116,000 $6.67
======= =====
In May 1999, the Company's Board of Directors authorized a stock option plan
which provides for the grant of incentive and nonqualified options to eligible
officers and directors of the Company to purchase up to 150,000 shares of the
Company's common stock. The purchase price of such shares shall be at least
equal to the fair market value at the date of grant. Such options vest at the
discretion of the Board of Directors. The stock option plan expires in 2009.
Under the Company's stock option plan, options are generally for a six year
term. The Company had previously granted options to its Chief Executive Officer
in 1996 which were added to this stock option plan in May 1999 and are reflected
as outstanding at December 31, 1998 in the table below.
The following table contains information on the stock options under the
Company's plan for the year ended December 31, 1999. The outstanding agreements
expire from October 2001 to November 2005.
Number Weighted Average
of Shares Exercise Price
-------- ---------------
Options outstanding at December 31, 1998..... 36,667 $3.75
Granted .................................... 100,000 6.88
Exercised .................................. -- --
Cancelled .................................. -- --
------- -----
Options outstanding at December 31, 1999..... 136,667 $6.04
======= =====
Financing Warrants
As a part of a restructuring of its operations in 1996, the Company granted
an Underwriter and a financial consulting firm warrants to purchase common
stock. The warrants are exercisable at $3.75 per share for a four year period
through October 31, 2001. In 1999 28,334 warrants were exercised and as of
December 31, 1999, 158,333 warrants are outstanding.
Severance Warrants
The Company issued 20,000 warrants to a former officer in connection with
termination of his employment. The warrants are exercisable at anytime after
January 31, 2000 at $6.00 per share until November 2004.
F-17
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
6. Stock Options and Warrants--(Continued)
Board of Directors Options
The Company issued 45,000 stock options to its three Non-Employee Directors
in October 1998. The options vest over a three year period and are exercisable
at $6.00 per share and the options are for a five year term.
Warrants From Secondary Offering
The Company issued warrants in connection with a secondary offering of its
common stock (Note 4).
7. Commitments and Contingencies
Leases
The Company leases certain computer equipment and furniture and fixtures
under noncancellable capital leases. The Company leases its facilities and
certain computer equipment under noncancellable operating leases. The Company's
facilities lease contains a five year renewal option.
The following is a schedule of future minimum lease payments at December 31,
1999 under the Company's capital leases (together with the present value of
minimum lease payments) and operating leases that have initial or remaining
noncancellable lease terms in excess of one year:
Year Ending December 31, Capital Leases Operating Leases Total
-------------------------------------------------- ------------- --------------- --------
2000 ............................................................. $ 73,678 $ 54,918 $128,596
2001 ............................................................. 22,375 56,016 78,391
2002 ............................................................. -- 23,340 23,340
-------- -------- --------
Total Minimum Lease Payments ..................................... 96,053 $134,274 $230,327
======== ========
Less amount representing interest ................................ (11,593)
--------
Present Value of Net Minimum Lease Payments ...................... $ 84,460
========
Rent expense amounted to approximately $72,081 and $62,703 for the years
ended December 31, 1999 and 1998, respectively.
Leased equipment under capital leases as of December 31, 1999 is as follows:
Equipment ....................................................... $ 188,738
Less accumulated amortization ................................... (125,924)
---------
Net Property and Equipment Under Capital Lease .................. $ 62,814
=========
F-18
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
8. Stock-Based Compensation Plans
In accordance with the provisions of SFAS No. 123, the Company applies APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations in accounting for its plans and does not recognize compensation
expense for its stock-based compensation plans other than for options granted to
non-employees. If the Company had elected to recognize compensation expense
based upon the fair value at the grant date for awards under these plans
consistent with the methodology prescribed by SFAS No. 123, the Company's net
income and earnings per share would be reduced to the following pro forma
amounts:
1999 1998
----------- -----------
Net Loss:
As reported ................................... $(1,293,640) $(1,696,229)
Pro forma ..................................... $(1,388,153) $(1,732,742)
Net Loss Per Share of Common Stock:
As reported ................................... $ (.72) $ (1.24)
Pro forma ..................................... $ (.78) $ (1.27)
These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years. The fair
value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions for the years
ended December 31, 1999 and 1998:
1999 1998
-------- --------
Risk free interest rate............................. 5.99% 5.28%
Expected life....................................... 5.0 years 5.0 years
Expected volatility................................. 38.18% 41.25%
Expected dividend yield............................. 0% 0%
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in subjective input
assumptions can materially affect the fair value estimates, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock-based compensation plans.
The weighted average fair value price of options granted in 1999 and 1998 was
$2.92 and $2.48, respectively.
The following table summarizes information about the Company's stock-based
compensation plans outstanding at December 31, 1999:
Options Outstanding Options Exercisable
---------------------------------------------------- ----------------------
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life-Years Price Exercisable Price
----------- ----------- ----------- -------- ----------- --------
$3.75 - 5.50 36,667 1.84 $3.75 36,667 $3.75
$5.75 - 7.00 216,000 5.59 $6.62 12,500 $5.75
----------- ------- ---- ----- ------ -----
$3.75 - 7.00 252,667 5.05 $6.20 49,167 $4.26
=========== ======= ==== ===== ====== =====
F-19
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
8. Stock-Based Compensation Plans --(Continued)
Non-Plan Compensation Expense
The Company recorded compensation expense of $17,500 and $10,658 for the
years ended December 31, 1999 and 1998, respectively, for the value of certain
options granted to officers and Directors of the Company. The valuation of the
options and warrants granted to employees is based on the difference between the
exercise price and the market value of the stock on the measurement date. The
valuation of the options granted to non-employees is estimated using the
Black-Scholes option pricing model.
9. Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of temporary cash investments and accounts
receivable. The Company places its cash equivalents and short term investments
with high credit quality financial institutions and limits its credit exposure
with any one financial institution. The Company provides credit, in the normal
course of business, to a large number of companies in the Internet services
industry. The Company's accounts receivable are due from customers located in
California and throughout the United States. The Company performs periodic
credit evaluations of its customers' financial condition and generally requires
no collateral. The Company maintains reserves for potential credit losses, and
such losses have not exceeded management's expectations.
10. Employee Benefit Plan
Effective May 29, 1997, the Company adopted a 401(K) savings plan for
employees who are not covered by any collective bargaining agreement, have
attained age 21 and have completed one year of service. Employee and Company
matching contributions are discretionary. The Company made matching
contributions of $2,364 and $3,070 for the years ended December 31, 1999 and
1998, respectively. Company contributions vest as follows:
Years of Service Percent Vested
--------------- -------------
1 33%
2 66%
3 100%
11. Acquisition
On October 28, 1999, the Company purchased the Internet subscriber base and
Web hosting subscriber base from MicroNet Services, Inc. ("MicroNet"), a New
Haven, Connecticut based Internet service provider. The Company paid cash of
$132,500 and issued 78,810 shares of the Company's common stock valued at
$530,000. The Company also incurred an additional $38,955 in cash and common
stock which is payable in 2000 for certain post-closing adjustments which was
accrued in 1999. The Company also incurred legal, accounting, finders fees and
other direct costs related to the acquisition of approximately $71,485. The
acquisition was accounted for using the purchase method of accounting. Results
of the acquired entity are included in the Company's operations commencing on
the acquisition date.
F-20
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
11. Acquisition--(Continued)
The following presents the unaudited proforma results of operations as if the
acquisition of MicroNet occurred on January 1 of each year. The proforma
information does not purport to be indicative of the results that actually would
have been obtained if the operations had been combined during the years
presented and is not intended to be a projection of future results.
1999 1998
---- ----
(Unaudited) (Unaudited)
Net sales...................................... $ 1,966,563 $ 1,795,788
Net income (loss).............................. (1,363,349) (2,026,020)
Net income (loss) per share of common stock.... (.73) (1.40)
12. Fair Value of Financial Instruments
Disclosures about Fair Value of Financial Instruments for the Company's
financial instruments are presented in the table below. These calculations are
subjective in nature and involve uncertainties and significant matters of
judgment and do not include income tax considerations. Therefore, the results
cannot be determined with precision and cannot be substantiated by comparison to
independent market values and may not be realized in actual sale or settlement
of the instruments. There may be inherent weaknesses in any calculation
technique, and changes in the underlying assumptions used could significantly
affect the results. The following table presents a summary of the Company's
financial instruments as of December 31, 1999:
1999
---------------------
Carrying Estimated
Amount Fair Value
-------- ---------
Financial Assets:
Cash and cash equivalents........................... $677,319 $677,319
Financial Liabilities:
Long-term debt..................................... 84,460 84,460
The carrying amounts for cash and cash equivalents, receivables, accounts
payable and accrued expenses approximate fair value because of the short
maturities of these instruments. The fair value of long-term debt, including the
current portion, approximates fair value because of the market rate of interest
on the long-term debt and the interest rate implicit in the obligations under
capital leases.
13. Proposed Acquisition
In December 1999, the Company entered into a nonbinding letter of intent to
acquire certain assets of Innovative Software Designs, Inc. ("Innovative"), an
Internet service provider in Minnesota. Innovative has filed for protection from
creditors pursuant to chapter eleven of the United States Bankruptcy Code. The
Company will acquire Innovative's subscriber base and certain intangible assets
for an aggregate purchase price of approximately $2,600,000 plus 50% of
Innovative's gross revenues for a period of 90 days following the closing date.
$1.6 million of the purchase price shall be paid in cash and $1 million will be
paid in shares of the Company's stock at the thirty day average of the closing
price of the common stock prior to closing.
14. Proposed Public Stock Offering
On February 22, 2000, the Company executed a letter of intent with an
Underwriter to offer 800,000 shares of the Company's common stock at
approximately $6.25 per share on a firm commitment basis. The Company will also
grant the Underwriter an option to purchase an additional 120,000 shares from
the Company to cover over-allotments for a period of forty-five days from the
effective date of the Registration Statement.
F-21
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
14. Proposed Public Stock Offering--(Continued)
The Company will pay the Underwriter a commission equal to ten percent of the
gross proceeds of the offering and a non-accountable expense allowance equal to
three percent of the gross proceeds of the offering. In connection with the
offering, the Company has agreed to issue the Underwriter a warrant, for $10, to
purchase up to 80,000 shares of common stock. The Underwriter's warrant is
exercisable for a period of four years beginning one year from the effective
date of the Registration Statement. The exercise price of the Underwriter's
warrant shall be an amount equal to 120% of the price of the shares sold to the
public. There can be no assurance that the Offering will be successfully
completed.
The Underwriter has also agreed to act as placement agent for a minimum
$1,000,000 bridge financing on a best efforts basis prior to the public offering
described above. The bridge financing is to be in the form of units which would
contain promissory notes with interest at 10% to 12%. In addition, each $25,000
unit would contain such number of shares of the Company's common stock equal to
$25,000 divided by the closing stock price on the closing date for the bridge
financing. The promissory notes will be due at the closing of the above public
offering or one year from the date of issuance, whichever occurs first. The
Underwriter will be paid a 10% commission and a 3% nonaccountable expense
allowance and warrants to purchase up to 10% of the common stock issuable as
part of the units at an exercise price equal to 120% of the closing price of the
common stock on the day prior to closing.
15. Subsequent Events (Unaudited)
Proposed Acquisitions
In May 2000, the Company terminated its letter of intent to purchase
Innovative.
On August 22, 2000, the Company acquired all of the outstanding common stock
of Suncoast Automation, Inc. ("Suncoast") in exchange for 1,303,072 shares of
the Company's common stock, which is valued at approximately $7,736,990. The
Company also paid a finders fee of $315,000 in connection with the acquisition
and estimates legal expenses and other direct costs of the acquisition to be
approximately $85,000. The acquisition will be accounted for as a purchase. In
addition, the Company will deposit 1,000,000 shares of its common stock (the
"Earnout Shares") with an Escrow Agent. The shares will be held for a maximum of
twenty seven months from the date of acquisition. The Earnout Shares may be
earned by Suncoast's shareholders upon meeting certain subscriber and cash flow
provisions over a twenty seven month period. If the criteria for issuance of the
Earnout Shares are met the fair market value of the shares issued will be added
to goodwill as an additional element of the cost of Suncoast.
Results of operations of Suncoast are included in the statement of operations
for August and September 2000. Acquired goodwill is being amortized over seven
years using the straight line method.
The following presents the unaudited proforma results of operations as if the
acquisition of Suncoast occurred on January 1 of each period. The proforma
information does not purport to be indicative of the results that actually would
have been obtained if the operations had been combined during the periods
presented and is not intended to be a projection of future results.
Nine Months
Ended Year Ended
September 30, December 31,
2000 1999
------------ -----------
(Unaudited) (Unaudited)
Net sales ...................................... $ 1,305,372 $ 1,289,760
Net income (loss) .............................. (4,148,726) (2,901,374)
Net income (loss) per share of common stock .... (1.23) (.94)
F-22
PROTOSOURCE CORPORATION
Notes To Financial Statements--(Continued)
15. Subsequent Events (Unaudited)--(Continued)
Bridge Loan Financing
The Company completed a private placement of $1,500,000 of bridge loan
financing in May 2000. The bridge financing was in the form of units containing
promissory notes with interest at 10%. In addition, each $25,000 unit consisted
of 4,000 shares of the Company's common stock which were valued at $6.25 per
share. The value of the common stock, commissions and other debt issuance costs
will be amortized over the one year term of the notes. The promissory notes are
due at the closing of the public offering described below, or one year from the
date of issuance, whichever occurs first.
Proposed Public Stock Offering
The Company entered into a new letter of intent with an Underwriter to offer
800,000 units of the Company's securities at approximately $4.50 per unit on a
firm commitment basis. Each unit consists of two shares of common stock and one
class B common stock purchase warrant. The Company will also grant the
Underwriter an option to purchase an additional 120,000 units from the Company
to cover over-allotments for a period of forty-five days from the effective date
of the Registration Statement.
The Company will pay the Underwriter a commission equal to ten percent of the
gross proceeds of the offering and a non-accountable expense allowance equal to
three percent of the gross proceeds of the offering. In connection with the
offering, the Company has agreed to issue the Underwriter a warrant, for $10, to
purchase up to 80,000 units of the Company's securities. The Underwriter's
warrant is exercisable for a period of four years beginning one year from the
effective date of the Registration Statement. The exercise price of the
Underwriter's warrant shall be an amount equal to 165% of the price of the units
sold to the public. There can be no assurance that the Offering will be
successfully completed.
16. Segment Information (Unaudited)
The following table details certain financial information for our internet
and cable TV operations for the nine months ended September 30, 2000. Prior to
the August 2000 acquisition of Suncoast (Note 15) the Company only had internet
operations.
Internet Cable TV Consolidated
----------- ---------- ------------
Revenues.............................................. $ 1,155,373 $ 32,447 $ 1,187,820
Operating expenses.................................... 2,952,782 397,190 3,349,972
----------- ---------- -----------
Operating loss........................................ (1,797,409) (364,743) (2,162,152)
Other income (Expense)................................ (844,043) 227 (843,816)
----------- ---------- -----------
Loss before provision for income taxes................ (2,641,452) (364,516) (3,005,968)
Provision for income taxes -- 1,279 1,279
----------- ---------- -----------
Net loss.............................................. $(2,641,452) $ (365,795) $(3,007,247)
=========== ========== ============
Total assets $ 4,385,579* $9,054,637* $12,795,229
=========== ========== ============
* Total assets shown are prior to the elimination of intercompany
accounts.
F-23
SUNCOAST AUTOMATION, INC.
Contents
Page
----------
Report of Independent Certified Public Accountants ............... F-25
Balance Sheets ................................................... F-26
Statements of Operations ......................................... F-27
Statements of Changes in Stockholders' Deficit ................... F-28
Statements of Cash Flows ......................................... F-29
Notes to Financial Statements .................................... F-30 - F-33
F-24
Report of Independent Certified Public Accountants
The Stockholders
Suncoast Automation, Inc.
Oldsmar, Florida
We have audited the accompanying balance sheets of Suncoast Automation, Inc.
as of December 31, 1999 and 1998 and the related statements of operations,
changes in stockholders' deficit, and cash flows for the year ended December 31,
1999 and the period from inception through December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Suncoast Automation, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the year and period then ended, in conformity with generally accepted
accounting principles.
/s/ Cherry, Bekaert & Holland, L.L.P.
St. Petersburg, Florida
May 26, 2000, except Notes 5 and 12
which are dated August 14, 2000
F-25
SUNCOAST AUTOMATION, INC.
Balance Sheets
June 30, December 31,
----------- --------------------
2000 1999 1998
----------- --------- --------
(unaudited)
Current assets
Cash .......................................................... $ 127,651 $ 9,541 $ 102
Accounts receivable ........................................... 30,857 62,805 --
Inventory ..................................................... 13,783 13,783 --
Prepaid expenses .............................................. 27,838 17,768 --
--------- --------- --------
Total current assets ....................................... 200,129 103,897 102
--------- --------- --------
Property and equipment - net ................................... 645,942 385,247 1,652
Intangible assets - net ........................................ -- 12,035 --
--------- --------- --------
Total assets ............................................... $ 846,071 $ 501,179 $ 1,754
========= ========= ========
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable .............................................. $ 126,019 $ 113,749 $ 33,222
Accrued payroll ............................................... 196,221 76,760 --
Deferred revenue .............................................. 15,299 -- --
Accrued interest .............................................. 7,500 24,881 --
Notes payable ................................................. 550,000 715,000 --
Stockholder note payable ...................................... 60,183 60,183 --
--------- --------- --------
Total current liabilities .................................. 955,222 990,573 33,222
Committments and contingencies ................................. -- -- --
Stockholders' deficit
Preferred stock ............................................... -- -- --
Common stock .................................................. 119 100 85
Paid in capital ............................................... 781,147 6,812 --
Accumulated deficit ........................................... (890,417) (496,306) (31,553)
--------- --------- --------
Total stockholders' deficit ................................ (109,151) (489,394) (31,468)
--------- --------- --------
Total liabilities and stockholders' deficit ................ $ 846,071 $ 501,179 $ 1,754
========= ========= ========
See notes to financial statements
F-26
SUNCOAST AUTOMATION, INC.
Statements of Operations
For the period from
inception
through December 31,
1998
and for the year
For the six-month periods ended
ended June 30, December 31, 1999
------------------------- --------------------
2000 1999 1999 1998
----------- ----------- --------- --------
(unaudited) (unaudited)
Revenue
Sales ......................................................... $ 102,253 $ 44,841 $ 164,535 $ 16,203
Less cost of goods sold ....................................... 83,258 1,307 65,236 26,399
--------- -------- --------- --------
Gross profit (loss).......................................... 18,995 43,534 99,299 (10,196)
Operating expenses
Selling, general and administrative expenses .................. 364,269 80,426 511,785 17,019
--------- -------- --------- --------
Loss from operations......................................... (345,274) (36,892) (412,486) (27,215)
--------- -------- --------- --------
Other income (expense)
Interest income ............................................... 2,423 -- 3,718 --
Interest expense .............................................. (41,964) -- (13,881) --
Other expense ................................................. (9,296) -- (8,170) --
--------- -------- --------- --------
Total other income (expense)................................. (48,837) -- (18,333) --
--------- -------- --------- --------
Net loss..................................................... $(394,111) $(36,892) $(430,819) $(27,215)
========= ======== ========= ========
See notes to financial statements
F-27
SUNCOAST AUTOMATION, INC.
Statements of Changes in Stockholders' Deficit
Preferred stock Common stock
--------------- ---------------- Paid in Accumulated
Shares Amount Shares Amount Capital Deficit Total
------ ------ ------- ------ -------- ----------- ---------
Beginning balances................................... -- $ -- -- $ -- $ -- $ -- $ --
Issuance of common
stock............................................. -- -- 85,000 85 -- -- 85
Net income (loss) from
inception through December 31, 1998............... -- -- -- -- -- (27,215) (27,215)
Distributions in 1998............................... -- -- -- -- -- (4,338) (4,338)
------ ------ ------- ------ -------- ----------- ---------
Balances, December 31, 1998.......................... -- -- 85,000 85 -- (31,553) (31,468)
Exchange of common
stock............................................. -- -- (85,000) (85) -- -- (85)
Issuance of common
stock............................................. -- -- 100,000 100 -- -- 100
Contributions....................................... -- -- -- -- 6,812 -- 6,812
Net income (loss) for
1999.............................................. -- -- -- -- -- (430,819) (430,819)
Distributions in 1999............................... -- -- -- -- -- (33,934) (33,934)
------ ------ ------- ------ -------- ----------- ---------
Balances, December 31, 1999.......................... -- -- 100,000 100 6,812 (496,306) (489,394)
Conversion of note
payable........................................... -- -- 9,728 10 774,335 -- 774,345
Exercise of options................................. -- -- 9,000 9 -- -- 9
Net loss for the six
months ended June 30, 2000........................ -- -- -- -- -- (394,111) (394,111)
------ ------ ------- ------ -------- ----------- ---------
Balances, June 30, 2000 (unaudited).................. -- $ -- 118,728 $119 $781,147 $(890,417) $(109,151)
====== ====== ======= ====== ======== =========== =========
See notes to financial statements
F-28
SUNCOAST AUTOMATION, INC.
Statements of Cash Flows
For the period from
inception through
December 31, 1998
and for the year
For the six-month periods ended
ended June 30, December 31, 1999
------------------------- --------------------
2000 1999 1999 1998
----------- ----------- --------- --------
(unaudited) (unaudited)
Cash flows from operating activities
Reconciliation of net income to net cash used
in operating activities
Net loss ................................................................. $(394,111) $(36,892) $(430,819) $(27,130)
Adjustments to reconcile net income to net cash used in provided by
operating activities:
Depreciation and amortization ............................................ 49,542 216 31,008 43
Decrease (Increase) in accounts
receivable.............................................................. 31,948 -- (62,805) --
Increase in inventories .................................................. -- -- (6,956) --
Increase in prepaid expenses ............................................. (10,070) (6,000) (17,768) --
Increase (Decrease) in accounts payable .................................. 12,270 (32,406) 80,527 33,222
Increase in accrued expenses and other ................................... 176,723 -- 101,641 --
--------- -------- --------- --------
Net cash used in operating activities.................................. (133,698) (75,082) (305,172) 6,135
--------- -------- --------- --------
Cash flows from investing activities
Capital expenditures ........................................................ (298,192) (41,784) (402,568) (1,695)
--------- -------- --------- --------
Net cash used in investing activities.................................. (298,192) (41,784) (402,568) (1,695)
--------- -------- --------- --------
Cash flows from financing activities
Proceeds from long-term debt borrowings ..................................... 550,000 80,000 715,000 --
Proceeds from stockholder notes payable ..................................... -- 83,800 60,183 --
Debt issuance costs ......................................................... -- -- (24,070) --
Distributions to stockholders ............................................... -- (31,934) (33,934) (4,338)
--------- -------- --------- --------
Net cash provided by financing activities.............................. 550,000 131,866 717,179 (4,338)
--------- -------- --------- --------
Net increase in cash................................................... 118,110 15,000 9,439 102
Cash at beginning of period .................................................. 9,541 102 102 --
--------- -------- --------- --------
Cash at end of period ........................................................ $ 127,651 $ 15,102 $ 9,541 $ 102
========= ======== ========= ========
Cash paid for interest ....................................................... $ -- $ -- $ -- $ --
========= ======== ========= ========
Non-cash financing activities
Stockholder contribution of inventory ....................................... $ -- $ -- $ 6,812 $ --
========= ======== ========= ========
See notes to financial statements
F-29
SUNCOAST AUTOMATION, INC.
Notes to Financial Statements
December 31, 1999 and 1998
Note 1 - Summary of significant accounting policies
Financial statement presentation
The financial statements include the activities of Suncoast Home Automation,
Inc. (Home) and Suncoast Automation, Inc. (Auto), collectively known as "the
Company", for the period from Home's inception, May 23, 1998 through and as of
December 31, 1998. In 1999, the companies merged as described in Note 2 and,
accordingly, the activities of Home and Auto are included in the 1999 financial
statements.
In management's opinion, the financial information as of and for the six
month period ended June 30, 2000 and 1999 which is unaudited, reflects all
adjustments (consisting solely of normal recurring adjustments) necessary for a
fair presentation of the financial information for those interim periods.
Operating results for the six month periods ended June 30, 2000 and 1999, are
not necessarily indicative of the results that may be expected in future
periods.
Revenue recognition
The company recognizes revenue from service contracts in the period in which
the service is provided.
Cash equivalents
For the purpose of the statement of cash flows, Suncoast Automation, Inc.
(the Company) considers all short-term debt instruments purchased with a
maturity of three months or less to be cash equivalents. At December 31, 1999,
the Company owned no cash equivalents.
Allowance for uncollectible accounts
The Company provides an allowance for uncollectible accounts based upon prior
experience and management's assessment of the collectibility of specific
accounts. There was no amount provided for uncollectible accounts at December
31, 1999 and 1998. All accounts were deemed collectible.
Inventory
Inventory consists of parts for replacement of existing cable systems and is
stated at the lower of cost (first-in, first-out) or market.
Property and equipment
Property and equipment are stated at cost. Construction costs, including
interest during construction and applicable overhead, are capitalized.
Provisions for depreciation are determined on the straight-line method, over the
estimated useful lives of the related assets ranging from five to seven years.
Maintenance and repairs are charged to operating expenses as incurred, and
renewals and betterments are capitalized. Any gains and losses on the sale of
property are reflected in current operations. The Company reviews its long-lived
assets and certain identifiable intangibles to be held and used by the Company
for impairment whenever events or changes in circumstances indicate their
carrying amount may not be recoverable. In so doing, the Company estimates the
future net cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future net cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized to reduce the asset to its estimated
fair value. Otherwise, an impairment loss is not recognized. Long-lived assets
and certain identifiable intangibles to be disposed of, if any, are reported at
the lower of carrying amount or fair value less cost to sell.
F-30
SUNCOAST AUTOMATION, INC.
Notes to Financial Statements--(Continued)
December 31, 1999 and 1998
Note 1 - Summary of significant accounting policies--(Continued)
Intangible assets
Intangible assets consist of debt issuance costs. Amortization of debt
issuance costs is provided over the term of the loan on a straight line basis
which is not materially different from the interest method. Accumulated
amortization at December 31, 1999 is $12,035.
Income taxes
Income taxes are accounted for according to Statement of Financial Accounting
Standards No. 109, (SFAS 109). The statement requires the use of an asset and
liability approach for the recognition of income taxes. Deferred tax assets and
liabilities are recorded for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax returns. In
estimating future tax consequences, SFAS 109 generally considers all expected
future events.
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 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.
Advertising
Advertising costs are expensed as incurred and totaled $1,924 and $0 for the
year and period ended December 31, 1999 and 1998, respectively.
Stock option plan
The Company applies the provisions of Accounting Principles Board Opinion No.
25 in accounting for the plan and accordingly, no compensation expense has been
recognized in connection with the granting of the stock options. In accordance
with SFAS No. 123, Accounting for Stock-Based Compensation, the Company adopted
the disclosure - only option and elected to apply the provisions of APB No. 25
for financial statement purposes.
Note 2 - Organization and merger
Suncoast Home Automation, Inc. (Home) incorporated in Florida as an "S"
corporation on May 23, 1998. Suncoast Automation, Inc. (Auto) incorporated on
June 29, 1999 as a Delaware "C" corporation. On July 8, 1999 a plan of merger
was effected with Home whereby Auto was the surviving corporation. The
shareholders of Home received one share of Auto for each Home share of stock. A
total of 85,000 shares were exchanged. Shareholders of Auto who were also
shareholders of Home owned 100% of the outstanding shares of Home prior to the
merger and 85% of Auto immediately following the merger. At the time of the
merger, Auto had no assets or liabilities and had not begun operations. The
merger was accounted for as a transfer between entities under common control
similar to a pooling of interests.
Note 3 - Nature of business
The Company, headquartered in Oldsmar, Florida, was incorporated in June 1999
as a Delaware corporation. The Company provides interactive cable television
systems and services to the timeshare resort industry. Currently, the Company
operates systems, under contracts for generally seven years, in Scottsdale,
Arizona, Williamsburg, Virginia, St. Croix, U.S. Virgin Islands and Sint
Marteen. The Company also has a service agreement with an amusement park in
Orlando, Florida.
F-31
SUNCOAST AUTOMATION, INC.
Notes to Financial Statements--(Continued)
December 31, 1999 and 1998
Note 4 - Property and equipment
Property and equipment and related allowance for depreciation are summarized
as follows:
Useful
1999 1998 Life (yrs.)
-------- ------ ----------
Cable system equipment - on site ........... $352,758 $ -- 5-7
Office equipment and furnishings ........... 36,643 1,695 7
Computers .................................. 14,862 -- 5
-------- ------
404,263 1,695
Less accumulated depreciation (19,016) (43)
-------- ------
Property and equipment, net ................ $385,247 $1,652
======== ======
Note 5 - Note payable
Note payable consists of a secured convertible note payable dated July 19,
1999 with interest compounded monthly at 8% per annum. Security for the note
includes the Company's rights to and interests in certain agreements and future
income derived therefrom. No principal or interest payments are due until
maturity, July 19, 2000. The holder of the note has the right to convert the
note, any time prior to the maturity date, into approximately ten percent of the
Company's outstanding shares. In May 2000, the holder converted this debt into
9,728 shares of common stock. The holder of the note also owns a warrant for the
purchase of an additional 6,383 shares of the Company's common stock for $.01
per share. This warrant is exercisable until July, 19, 2009. The holder of the
note also has an option to purchase additional common stock up to approximately
ten percent of the then existing authorized shares for up to $1.1 million.
Interest expense for 1999 was $13,881 which is net of capitalized interest of
$11,000.
In May 2000, the Company entered into a senior secured promissory note
agreement with Protosource, Inc. for $500,000. The note is payable at the
earliest of one year, at the time of any public or private debt offering greater
than two million dollars or if the Company's stock is exchanged for another
company's stock. Interest is accruing at 12% and is payable at maturity. The
note is secured with 91,000 shares of the Company's stock owned by individuals.
Protosource, Inc. has also entered into a binding agreement with the Company for
the purchase of the Company's stock.
Note 6 - Notes payable - stockholder
A stockholder of the Company advanced funds to the Company for cash flow
needs. There are no stated terms for repayment.
Note 7 - Income taxes
The Company has available a net operating loss carryforward, generated in
1999, of approximately $350,000 which will expire in 2019. This net operating
loss can be carried forward to reduce future taxable income of an equal amount
with a potential tax effect of approximately $140,000. No asset has been
recocognized in these financial statements relating to this carryforward due to
the uncertainty of the ultimate realization and timing of taxable income to
offset. This valuation was recorded because management's estimates of the
realization of the benefits are more likely than not to result in less than full
utilization of the losses due to the start up nature of the business and having
no history of profitable operations. The Company's tax returns, not barred by
statute, are subject to audit and possible adjustment.
F-32
SUNCOAST AUTOMATION, INC.
Notes to Financial Statements--(Continued)
December 31, 1999 and 1998
Note 8 - Lease commitments
The Company leases office space in Oldsmar, Florida under an operating lease
for a three year term ending in July 2002 at a base annual rent of $18,000 per
year and increased by five percent in each subsequent year. Minimum lease
commitments are as follows:
Year ending
December 31
------------
2000 ...................................................... $18,450
2001 ...................................................... 19,373
2002 ...................................................... 9,922
Note 9 - Capitalization
The Company is authorized to issue 2,000,000 shares of common stock with a
par value of $.001 per share. Common stock issued and outstanding at December
31, 1999 is 100,000 shares. The Company is also authorized to issue 500,000
shares of preferred stock with a par value of $.001 per share. At December 31,
1999 there were no shares of preferred stock issued or outstanding.
Note 10 - Major customers
Approximately seventy percent of the Company's sales for 1999 were to one
customer. On May 31, 2000 the parent corporation of this customer filed for
protection under current bankruptcy laws. The Company's customer contracts
directly with homeowner associations where the service is provided. Accounts
receivable from this customer at June 30, 200 were $28,629 (unaudited). Accounts
receivable from this customer at December 31, 1999 were $31,395 all of which was
collected in 2000. The Company's customer is a profitable segment of the entity
under bankruptcy. The Company has not experienced any cash flow or operational
difficulties with this customer and does not anticipate any difficulties in the
future due to the contractual relationships between the Company, the customer
and the related homeowner associations. Management believes there will be no
significant adverse impact on its operations as a result of these actions. The
remainder of the Company's sales are to another customer.
Note 11 - Stock option plan
On July 29, 1999, the Company's shareholders approved the Suncoast
Automation, Inc. Formation Stock Incentive Plan that provided the issuance of
9,000 options for key employees to purchase the Company's common stock. As of
December 31, 1999, 9,000 shares had been awarded under the plan at an exercise
price of $.001 per share. The exercise price of each option approximates the
fair market value of the Company's common stock at the date of the grants. One
half of the options vest on January 1, 2000 and the remaining half vest on
January 1, 2001. Certain acceleration clauses exist. The options expire on July
27, 2009. Due to the start up nature of the Company at the grant date of the
options, no compensation expense has been assigned to the options, and the fair
value of the options granted is considered immaterial.
Note 12 - Liquidity
At December 31, 1999, the Company has a deficiency in assets of $490,000,
current liabilities of $990,000 and successive years of losses. However,
management has taken certain actions to obtain additional capital and improve
liquidity. Certain liabilities totaling $740,000 were converted to equity
subsequent to December 31, 1999. Also, additional loans were obtained with
repayment terms extending beyond 2000. In addition, start up costs and
non-recurring expenses were incurred in 1999 which are not anticipated in the
future. The Company also has long term contracts for cable services that will
produce revenues sufficient to cover operating costs at a minimum funding level.
Management has entered into a binding agreement with a third party for the
purchase of its stock which will provide access to additional sources of funds.
Management believes the conversion of debt to equity already completed, along
with existing operating contracts are adequate to fund operations at the current
level. Management also believes that other potential sources of funds will
provide sufficient capital resources to fund expansion. However, there can be no
assurances that such potential sources of funds will be obtained or that they
will be adequate to fund expanded operations.
F-33
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February 14, 2001
[graphic]
800,000 UNITS
PROSPECTUS
Kashner Davidson Andrew, Alexander, Wise
Securities Corporation & Company, Incorporated
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We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell those securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of the company
have not changes such the date hereof.
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