UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1998
Commission file Number 333-38567
WORLD WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0549700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2441 South 3850 West, West Valley City, Utah 84120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (801) 575-6600
Indicate by check mark whether registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes - x No - .
As of July 30, 1998, there were 11,237,144 shares of the
registrant's Common Stock, par value $0.001, issued and outstanding.
<PAGE>
TABLE OF CONTENTS
PAGE
PART I. Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets (Unaudited) -
June 30, 1998 and December 31, 1997. . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
(Unaudited) - for the Six Months ended June 30, 1998
and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows
(Unaudited) - for the Six Months ended June 30, 1998
and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Condensed Consolidated Financial Statements
(Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . 8
PART II. Other Information
Item 2 Changes in Securities and Use of Proceeds. . . . . . . . . . . 11
Item 5 Other Information. . . . . . . . . . . . . . . . . . . . . . . 12
Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 12
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WORLD WIRELESS COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
June 30, December 31,
1998 1997
----------- -----------
Current Assets
Cash and cash equivalents $ 1,151,201 $ 218,234
Investment in securities available for sale 170,242 188,354
Trade receivables, net allowance 607,584 345,433
Other receivables 119,371 49,208
Inventory 490,658 496,432
Prepaid expenses 232,143 232,143
----------- -----------
Total Current Assets 2,771,199 1,529,804
----------- -----------
Equipment 2,620,749 1,589,248
Less accumulated depreciation (823,939) (455,985)
----------- -----------
Net Equipment 1,796,810 1,133,263
----------- -----------
Goodwill, net of accumulated amortization 6,131,813 6,934,803
----------- -----------
Other Assets, net of accumulated amortization 444,083 535,154
----------- -----------
Total Assets $11,143,905 $10,133,024
=========== ===========
The accompanying notes are an integral part of these condensed
financial statements.
1
<PAGE>
WORLD WIRELESS COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1998 1997
----------- ------------
Current Liabilities
Trade accounts payable $ 487,038 $ 524,093
Accrued liabilities 660,804 466,183
Notes payable - current portion 2,557,523 814,925
Capital lease obligation - current portion 381,917 -
----------- -----------
Total Current Liabilities 4,087,282 1,805,201
----------- -----------
Long-Term Liabilities
Notes payable 7,041 34,977
Capital lease obligation 433,018 -
----------- -----------
Total Liabilities 4,527,341 1,840,178
----------- -----------
Stockholders' Equity
Preferred stock - $0.001 par value; 1,000,000
shares authorized; no shares issued - -
Common stock - $0.001 par value; 50,000,000
shares authorized; issued and outstanding:
11,235,186 shares at June 30, 1998 and
10,225,260 shares at December
31, 1997 11,300 10,225
Additional paid-in capital 22,373,489 20,915,068
Unearned compensation - (1,410,509)
Receivable from shareholder (57,097) (18,409)
Accumulated deficit (15,806,370) (11,316,883)
Accumulated other comprehensive income 95,242 113,354
----------- -----------
Total Stockholders' Equity 6,616,564 8,292,846
----------- -----------
Total Liabilities and Stockholders' Equity $11,143,905 $10,133,024
=========== ===========
The accompanying notes are an integral part of these condensed
financial statements.
2
<PAGE>
WORLD WIRELESS COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $ 1,058,074 $ 1,183,167 $ 2,366,957 $ 1,875,494
Cost of Sales 900,129 626,449 1,556,577 1,070,097
----------- ----------- ----------- -----------
Gross Profit 157,945 556,718 810,380 805,397
----------- ----------- ----------- -----------
Expenses
Research and development 1,272,763 424,417 1,936,512 1,846,938
Selling, general &
administrative 1,269,140 696,254 2,654,236 1,380,840
Amortization of goodwill 401,495 396,482 802,990 602,996
Interest expense 201,076 13,606 225,657 22,597
----------- ----------- ----------- -----------
Total Expenses 3,144,474 1,530,759 5,619,395 3,853,371
----------- ----------- ----------- -----------
Gain from Sale of Business
Assets - - 319,528 -
----------- ----------- ----------- -----------
Net Loss $(2,986,529) $ (974,041) $(4,489,487) $(3,047,974)
=========== =========== =========== ===========
Basic and Diluted Loss Per
Common Share $ (0.27) $ (0.10) $ (0.42) $ (0.36)
=========== =========== =========== ===========
Weighted Average Number of
Common Shares Used in Per
Share Calculation 11,141,692 9,398,213 10,807,073 8,440,219
=========== =========== =========== ===========
</TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Loss $(2,986,529) $ (974,041) $(4,489,487) $(3,047,974)
Other Comprehensive Income
Unrealized loss on investments
in securities available-
for-sale (18,112) - (18,112) -
----------- ----------- ----------- -----------
Comprehensive Loss $(3,004,641) $ (974,041) $(4,507,599) $(3,047,974)
=========== =========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
3
<PAGE>
WORLD WIRELESS COMMUNICATIONS, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months
Ended June 30,
------------------------
1998 1997
----------- -----------
Cash Flows From Operating Activities
Net loss $(4,489,487) $(3,047,974)
Adjustments to reconcile net loss
to net cash used by operating activities:
Amortization of goodwill 802,990 413,003
Depreciation and amortization of other assets
and debt discount 519,057 91,341
Purchased research and development 300,000 1,258,000
Compensation from stock options granted 506,890 265,500
Valuation allowance on inventory and
other assets 239,066 -
Gain on sale of business assets (319,528) -
Changes in operating assets and liabilities,
net of effects of business acquired:
Accounts receivable, net of allowance (250,904) (380,126)
Inventory (158,647) (5,840)
Other assets (2,406) 1,792
Accounts payable (37,055) (92,413)
Accrued liabilities 207,025 (405,111)
----------- -----------
Net Cash and Cash Equivalents Used By
Operating Activities (2,682,999) (1,901,828)
----------- -----------
Cash Flows From Investing Activities
Payments for the purchase of property
and equipment (141,231) (404,381)
Proceeds from sale of SecuriKey business 372,499 -
Advance payments to affiliates to be acquired - (133,764)
Loan to a related company (56,410) -
Proceeds from receivable from shareholder 10,000 -
----------- -----------
Net Cash and Cash Equivalents Provided By
(Used By) Investing Activities 184,858 (538,145)
----------- -----------
Cash Flows From Financing Activities
Proceeds from issuance of common stock 1,047,407 3,195,251
Proceeds from borrowings, net of discount 2,900,000 50,000
Principal payments on notes payable (389,665) (135,436)
Principal payments on capital lease obligation (126,634) -
----------- -----------
Net Cash and Cash Equivalents Provided By
Financing Activities 3,431,108 3,109,815
----------- -----------
Net Increase In Cash and Cash Equivalents 932,967 669,842
Cash and Cash Equivalents- Beginning of Period 218,234 37,278
----------- -----------
Cash and Cash Equivalents - End of Period $ 1,151,201 $ 707,120
=========== ===========
(Continued)
The accompanying notes are an integral part of these condensed
financial statements.
4
<PAGE>
WORLD WIRELESS COMMUNICATIONS, INC
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
Supplemental Cash Flow Information -
For the Six Months
Ended June 30,
-------------------------
1998 1997
----------- -----------
Interest Paid $ 35,306 $ 8,186
Noncash Investing and Financing Activities -
During the six months ended June 30, 1997, $1,970 in long-term debt was
converted into 5,630 shares of common stock at $0.35 per share. The
Company issued 1,798,100 shares of common stock and 201,900 stock options
in exchange for all of the issued and outstanding common stock of Digital
Radio. In January and February 1997, which was prior to the effective date
of the merger, the Company advanced $118,764 to Digital Radio. In
conjunction with the merger, liabilities were assumed as follows:
Fair value of assets acquired $ 1,112,399
Purchased research and development 1,258,000
Goodwill 7,885,075
Common stock issued and stock options granted (8,674,062)
-----------
Liabilities Assumed $ 1,581,412
===========
During the six months ended June 30, 1998, the Company entered into certain
capital leases for computer equipment and related software valued at
$900,993. The Company issued a total of 98,926 shares of common stock of
which 10,000 shares, valued at $75,000, or $7.50 per share, were issued as
a preliminary cost towards obtaining a manufacturing contract, 60,000
shares, valued at $300,000, or $5.00 per share, were issued as payment for
radio technology, 5,000 shares, valued at $25,000, or $5.00 per share, were
issued in exchange for a note receivable, and 256,926 shares were issued on
the exercise of stock options by an employee, for which the Company
received a note in the amount of $47,852.
The accompanying notes are an integral part of these condensed
financial statements.
5
<PAGE>
WORLD WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - INTERIM CONDENSED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements are unaudited.
In the opinion of management, all necessary adjustments (which include
only normal recurring adjustments) have been made to present fairly the
financial position, results of operations and cash flows for the periods
presented. Certain information and note disclosure normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction
with the financial statements and notes thereto included in the December
31, 1997 annual financial statements of the Company. The results of
operations for the six month period ended June 30, 1998 are not necessarily
indicative of the operating results to be expected for the full year.
NOTE 2-COMMON STOCK
During the second quarter of 1998, the Company issued 176,000 shares on the
exercise of options for which the Company received $62,170 in cash, with an
average exercise price of $0.35 per share.
NOTE 3-ACQUISITION OF PURCHASED RESEARCH & DEVELOPMENT
In May 1998, the Company acquired proprietary and intellectual property
rights in and to spread spectrum radio technology which has been accounted
for as purchased research and development. The acquisition of this
technology provides the Company with the ability to modify and update the
technology for use in its other radio products. The purchase price was
$305,651, of which $300,000 was paid by the issuance of 60,000 common
shares valued at $5.00 per share, with the balance being paid in cash for
closing and related costs. Additionally, the Company loaned $66,450 to the
seller to retire certain business debts. Of this amount, $41,450 was paid
in cash and carries simple interest at 10%. The balance of $25,000 was
advanced through the issuance of 5,000 common shares, valued at $5.00 per
share, to two creditors of the seller. The seller executed an unsecured
promissory note which is due on demand after the earlier of (1)
registration by the Company of the 60,000 shares of common stock or (2)
June 22, 1999.
NOTE 4-RESTATEMENT
The Company corrected the amortization period for goodwill associated
with the acqusition of Digital Radio from 15 to 5 years. As a result
of the change in the amortization period, amortization of goodwill for
the three and six months ended June 31, 1998 increased $279,263 and
$558,526, respectively. As a result of this change, net loss for the
three months ended June 30, 1998 increased $279,263, or $0.03 per share,
and net loss for the six-months ended June 30, 1998 increased $558,526
or $0.06 per share.
NOTE 5-BRIDGE LOANS
In May 1998, the Company executed certain bridge loans, in the amount of
$2,500,000. The notes were initially issued with interest at 10%, and later
the notes were modified, retroactively, to bear interest at 16%. The
interest is payable quarterly, commencing on August 15, 1998.
The notes are due on May 15, 1999 and are secured by substantially all of
the assets of the Company. The notes become due earlier on a pro-rated
basis if the Company receives proceeds from issuance of equity securities.
Proceeds from additional issuances to the Company's principal shareholders
are exempt from this requirement. The notes may be voluntarily prepaid,
without penalty or premium, in whole or in part, at any time. Any
prepayment must include all accrued interest on the principal being
prepaid, through the date of prepayment.
6
<PAGE>
In conjunction with these notes, the Company issued warrants to purchase
250,000 shares of common stock at an exercise price of $3.00 per share,
which was later reduced to $0.75 per share. The warrants expire on May 15,
2003. The quantity of warrants are subject to adjustment under certain
circumstances, such as stock splits. In the event the Company fails to
repay the notes at their maturity, the Company can be required to issue
warrants to purchase up to an additional 333,333 shares common stock,
exercisable for up to five years at an exercise price of $2.50 per share,
payable at the rate of 83,333 shares of common stock for each 90-day period
during which the default continues. The Company is obligated to register
the underlying shares and bear the cost burden of such registration.
The detachable warrants had a fair value of $867,856, or $3.47 per warrant
on the date issued, which has been accounted for as a discount of the
related notes and was credit to additional paid-in capital. The remaining
$1,632,144 of the proceeds was allocated to notes payable. The fair value
of the warrants was estimated on the date issued using the Black-Scholes
option-pricing model with the following assumptions: dividend yield of
0.0%, expected volatility of 64.0%, risk-free interest rate of 5.0% and
expected life of the warrants of 5 years. Interest expense from the
amortization of the discount on the notes payable was $108,482 during the
three months ended June 30, 1998.
NOTE 6-REPURCHASE OF UNVESTED EMPLOYEE STOCK OPTIONS
In April 1998, the Board of Directors approved the repurchase of 638,236
unvested employee stock options which were for $6,382, or $0.01 per share
granted during the fourth quarter of 1997. The Company has recognized
compensation expense, relating to these options, of $412,005 in the first
quarter of 1998 and $94,886 in April 1998.
As a result of the repurchase, the Company eliminated $903,619 of
unrecognized deferred compensation.
NOTE 7-SUBSEQUENT EVENTS
In July 1998, the Company entered into a building lease and will bring
together, its corporate headquarters, manufacturing facilities and its main
engineering facilities. The Company anticipates moving into these new
facilities in October 1998.
The lease is for a period of seven years with a monthly lease payment of
$23,922 and annual increases of 2.5%. Total future minimum lease payments
are $2,166,588.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
When used in this discussion, the words "expect(s)", "feel(s)",
"believe(s)", "will", "may", "anticipate(s)" and similar expressions are
intended to identify forward-looking statements. Such statements are
subject to certain risks and uncertainties, which could cause actual
results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements, and are
urged to carefully review and consider the various disclosures elsewhere in
this Form 10-Q.
Three Months Ended June 30, 1998 and 1997
-----------------------------------------
Sales in the six-month period ended June 30, 1998, were $2,366,957 compared
to sales of $1,875,494 during the six-month period ended June 30, 1997. The
Company's principal source of revenue for the six months ended June 30,
1998, was a design and development contract with Williams Telemetry, a
Williams company, in the amount of $1,766,073. Other significant revenues
include contract manufacturing of $283,660 and sales of the Company's own
branded goods of $219,625. Significant revenues for 1997 were derived from
an engineering contract with Kyushu Matsushita Electric Co. ("KME") in the
amount of $1,164,000 and contract manufacturing services, including sales
of SecuriKey products, of $711,494. The SecuriKey business was sold to a
prior employee/shareholder and no revenues were recorded in 1998.
Cost of sales for the six months ended June 30, 1998, were $1,556,577
compared to cost of sales for the six-month period ended June 30, 1997, of
$1,070,097. Cost of sales as a percentage of sales increased from 57% to
66% in the current period. The related gross profit for the six months
ended June 30, 1998 was $810,380 or 34% of sales compared to $805,397 or
43% of sales for the six-month period ended June 30, 1997. The decline in
gross profit resulted from a change in the mix of revenues (fee for
services versus contract manufacturing) and costs charged to engineering
contracts that were not billable.
The Company incurred research and development costs of $1,936,512 during
the six months ending June 30, 1998, relating to the development of
existing proprietary technology that the Company believes it will be able
to sell to existing customers and subsequently modify at the customers'
expense. Additionally, resources were expended for the development of the
Company's proprietary radios. Included in the $1,936,512 is $305,651 of
purchased research and development expense arising out of the acquisition
of radio technology in May 1998. The amount spent on research and
development for the current period was greater than the amount spent for
the six month period ended June 30, 1997 of $1,846,938, of which $1,258,000
was for purchased research and development expense arising out of the
acquisition of Digital Radio in February 1997.
The Company's selling, general and administrative expenses for the six
months ended June 30, 1998 increased to $2,654,236 from $1,380,840 for the
six-month period ended June 30, 1997. Included in the $2,654,236 is
$410,582 of non-cash compensation relating to the grant of stock options in
December 1997. Such increase also reflected a substantial increase in the
number of employees of the Company to approximately 90 in the current year
as compared to approximately 50 employees at June 30, 1997. Subsequent to
June 30, 1998, the Company reduced its employees by approximately 20%. In
addition, the Company increased the number of its higher paid employees as
a result of acquisitions in 1997. The Company also increased staffing in
anticipation of the launch of the Company's proprietary radio products. The
increase in costs was also attributable to its maintenance of duplicate
administrative facilities and related administrative expenses by virtue of
its two business locations in Utah. Management anticipates the elimination
of duplicate administrative efforts by consolidating into one facility
during October 1998.
Interest expense for the six months ended June 30, 1998, increased to
$225,657 from $22,597 for the six-month period ended June 30, 1997, which
increase was attributable to the greater amount of the Company's
outstanding borrowings during the current year.
The Company's net loss of $4,489,487 for the six months ended June 30,
1998, represents an increase from the net loss of $3,047,974 for the six
months ended June 30, 1997, as a result of the above items.
8
<PAGE>
During April 1998, the Board of Directors approved the repurchase of
unvested employee stock options at a price of $0.01 per share. These
options were granted during the fourth quarter of 1997. The repurchase
enables the Company to discontinue charging the difference between fair
market value in the stock at the time of option grant and the option
exercise price to operations.
Liquidity and Capital Resources
-------------------------------
The Company's liquidity at June 30, 1998 decreased compared to June 30,
1997. Current assets increased by $815,901, although, short term
borrowings increased by $3,284,583.
In order to sustain operations, the Company borrowed $2,500,000 pursuant to
an offering of units consisting of (a) its Senior Secured Notes, maturing
on or around May 15, 1999 and bearing simple interest at the rate of 16%
per annum, payable quarterly (the "Notes") and (b) warrants to purchase
250,000 shares of the Common Stock exercisable for up to five years from
the date of issuance at an exercise price of $2.50 per share (subject to
adjustment under certain circumstances, such as stock splits). Moreover,
in the event the Company fails to pay the Notes at their maturity date, the
Company can be required to issue warrants to purchase up to an additional
333,333 shares of the Company's common stock exercisable for up to five
years at an exercise price of $2.50 per share (subject to adjustment under
certain circumstances), payable at the rate of 83,333 shares of Common
Stock for each 90-day period thereafter during which such default
continues. Such offering was made in a private placement transaction
exempt from registration under the Securities Act of 1933, as amended.
Nevertheless, in management's opinion, the Company will not be able to
satisfy its needs for additional capital through borrowing, but will be
able to meet these needs only by issuing additional equity securities.
Thus, the Company anticipates obtaining additional financing of at least
$5,000,000 through the sale of its equity securities but no such financing
has been consummated. Moreover, there can be no assurance that the Company
will be able to obtain any additional capital or, if so, on terms
acceptable to it.
On December 19, 1997, the Company received initial orders for equipment
from Williams Telemetry, a Williams company. The orders cover a variety of
products, such as the WinGate(TM), radio transmitters and receivers and
spread spectrum transceivers. These radio products were designed by, and
with the WinGate, will be manufactured by the Company and will be used by
Williams Telemetry through its information gathering system. Initial
shipments began during July, 1998 and are anticipated to increase
significantly during calendar 1999. Total shipments under the contract are
expected to be completed in full by the end of the year 2000. If all
expectations are met, sales under the orders would potentially reach $70
million. Order quantities and shipping dates, however, are subject to
adjustment by Williams upon 90-day notice prior to the scheduled delivery
date, if its customers or other factors beyond its control make such
adjustment necessary. At the present time, therefore, orders can be
considered "firm" as to quantities and delivery dates only with respect to
units scheduled for shipment in the following quarter.
The Company also contracted with Williams for project management and
engineering design and support services relative to the Williams Telemetry
network on a fee-for-service basis.
Outlook
-------
The statements contained in this Outlook are based on current expectations.
These statements are forward looking and actual results may differ materially.
Management believes that, as deregulation of natural gas and other
utilities continues, multiple utility suppliers will be serving a given
city, neighborhood, or industrial park. Consequently, it will become more
difficult and time consuming for utility companies to read meters as they
will generally not be the provider to every user in the city or
neighborhood which will increase the cost effectiveness of reading utility
meters remotely. Management believes that the Williams Telemetry Network,
described in detail in the Prospectus dated February 17, 1998, is a viable
alternative to the current practice of manually reading meters.
Additionally, management believes that William's position as an affiliate
of a major transporter of natural gas in the United States positions it to
successfully market its telemetry network, which currently is designed to
use collector and repeater radios supplied by the Company to gather and
transmit data.
Management believes that the Company's relationship with Williams will
result in significant increases in sales of its radio products for use in
the Williams Telemetry Network. Significant increases in sales, however,
would lead to working capital requirements which would not be provided for
from funds generated by the initial sales of the products. The Company is
currently investigating the prospects of a private placement and ultimately
a secondary public offering to meet its working capital and operating
needs. However, there is no assurance that sufficient capital or any
capital will be raised from such endeavors.
9
<PAGE>
The Company entered into a 7-year lease for a 34,000 square foot facility
in West Valley City, Utah. Occupancy date is October 15, 1998. The
Company will consolidate its American Fork, Utah and Salt Lake City, Utah
operations and staff into the new facility. Management expects the new
facility to provide sufficient manufacturing and office space for the
foreseeable future. However, if additional capacity were required,
management would consider out-sourcing a portion of the manufacturing
overload.
If a portion of manufacturing is out-sourced, the Company may lose some
control over the following areas: cost, timeliness of deliveries and
quality. However, by out-sourcing a portion of its manufacturing, the
Company could avoid delays and costs associated with the expansion of its
own facilities. The magnitude of any expansion of the Company's
manufacturing capabilities that is required would be a direct function of
the sales increase and manufacturing overload, both of which are unknown at
this time.
The Company anticipates an increase in revenues from the sale and
manufacturing of the Company's proprietary radio products. The Company
will market a line of radios to OEM that incorporate them into products
such as wireless smoke and security alarm systems, ambulatory patient
wireless monitoring systems, retail point-of-sale systems, and the like.
The Company has begun providing initial sales samples, and believes there
is strong customer interest for the products; however, there can be no
assurance that the Company will be able to manufacture or sell sufficient
quantities at adequate gross margins to achieve profitability.
The Company completed development under a contract with (KME) that calls
for royalty payments upon shipment of certain KME products. Management
believes shipments of KME products containing the company's technology will
begin during the third quarter of 1998, and that royalty payments from the
contract will begin during the fourth quarter of 1998. Additionally,
management intends to enter into follow-on contracts with KME , whereby
the Company receives fees during the early stages of the agreement and is
entitled to royalties or gross profit splits based upon its customers'
sales of products into which the technology has been incorporated. It is
management's intent that the fees received will cover the Company's costs.
However, these fixed fee arrangements may not cover all of the Company's
costs incurred in fulfilling any such contract. Royalties or gross profit
splits resulting from sales of products using the technology developed
under the contract would enhance the Company's profitability if and when
received.
In anticipation of obtaining additional design and development contracts,
management must continually recruit and hire additional RF (radio
frequency), software, firmware and digital engineers. It is extremely
difficult, time-consuming and expensive to find engineers qualified in
those fields. There is no assurance the Company will be able to locate and
hire such qualified engineers. Associated with the hiring of each engineer
is the need for test and development equipment, software and work stations,
which increases the Company's cash requirements.
In summary, while management is optimistic about the Company's future, it
is fully aware that anticipated revenue increases from product sales,
design and development contracts and royalty income are by no means
assured, and that if such increases do materialize, the requirements for
capital are substantial, for which there is no present commitment.
Moreover, there can be no assurance that such capital or other financing
will be obtained when needed, or, if so, on terms acceptable to the
Company.
Impact of the Year 2000
-----------------------
Many computer systems experience problems handling dates beyond the year
1999. The Company continues to evaluate its computer systems and believes,
based upon representations from its software suppliers, that its operating
systems are substantially year 2000 compliant. In addition, the Company is
implementing validation procedures designed to evaluate the year 2000
exposure of its significant suppliers, other vendors and customers whose
systems may impact the Company's operations. However, it is impossible for
the Company to monitor the systems of all with whom it interacts, and there
can be no assurance that the failure of their systems would not have
material adverse impacts on the Company's business and operations.
10
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
1. In April, 1998, the Company issued for cash 80,000 shares of its
Common Stock to Brian Pettersen at a price of $0.35 per share pursuant
to his exercise of certain stock options. The shares were issued in
reliance upon Section 4(2) of the Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder. The
Company believes that Mr. Pettersen is an accredited investor.
2. In May, 1998, the Company issued for cash 1,000 shares of its
Common Stock to Stuart Biddulph at a price of $2.00 per share pursuant
to his exercise of certain stock options. The shares were issued in
reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder. The Company believes that Mr. Biddulph, as an
officer and employee of the Company, either alone or through a
purchaser representative, has such knowledge in business and financial
matters at to be able to evaluate the merits and risks of an investment
in the Company.
3. In May, 1998, the Company issued for cash 54,000 shares of its
Common Stock to Gary Peterson at a price of $0.33 per share pursuant to
his exercise of certain stock options. The shares were issued in
reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder. The Company believes that Mr. Peterson, as an
officer and employee of the Company, either alone or through a
purchaser representative, has such knowledge in business and financial
matters as to be able to evaluate the merits and risks of an investment
in the Company.
4. In May, 1998, the Company issued 60,000 shares of its Common
Stock to Asyst, Inc. valued at $5.00 per share for partial
consideration to purchase assets from Asyst, Inc. The shares were
issued in reliance upon Section 4(2) of the Act and Rule 506 of
Regulation D promulgated thereunder. The Company believes that Asyst,
Inc., either alone or through a purchaser representative, has such
knowledge in business and financial matters as to be able to evaluate
the merits and risks of an investment in the Company.
5. In May, 1998, the Company issued 5,000 shares of its Common
Stock, 2,500 shares each to Gerald Van Mondfrans and Robert Hall valued
at $5.00 per share. The shares were issued in connection with the
asset purchase from Asyst, Inc., discussed above, and were issued for
an unsecured demand note receivable from the two individuals. The
shares were issued in reliance upon Section 4(2) of the Act and Rule
506 of Regulation D promulgated thereunder. The Company believes that
Mr. Mondfrans and Mr. Hall, either alone or through a purchaser
representative, has such knowledge in business and financial matters as
to be able to evaluate the merits and risks of an investment in the
Company.
6. In May, 1998, the Company executed notes payable of $2,500,000 of
its 10% Senior Secured Notes maturing on May 15, 1999 (the "1998
Notes"), and warrants to purchase 250,000 shares of its Common Stock at
an exercise price of $3.00 per share expiring on May 15, 2003, to the
seven purchasers listed and in the amount set forth below:
Principal Amount Number of Shares
Name of of of Common
Purchaser 1998 Note Stock Subject to Warrants
---------------------------------------------------------------------
The McCloskey Trust $ 1,100,000 110,000
DPM Investment Corp. $ 100,000 10,000
Frying Pan Partners, LLC $ 100,000 10,000
CJL Investments, LLC $ 200,000 20,000
Warren Palitz $ 125,000 12,500
Scott Ryan $ 125,000 12,500
K.R. Braithwaite $ 750,000 75,000
11
<PAGE>
The 1998 Notes were subsequently modified retroactively to bear a 16%
interest rate. The 1998 Notes and the warrants to purchase the Company's
Common Stock listed above were issued in reliance upon Section 4(2) of
the Act and Rule 506 of Regulation D promulgated thereunder. The Company
believes that each of the above purchasers is an accredited investor.
7. In May, 1998, the Company issued for cash 2,000 shares of its Common
Stock to Russel Redgate at a price of $2.00 per share. The shares were
issued in reliance upon Section 4(2) of the Act and Rule 506 of
Regulation D promulgated thereunder. The Company believes that Mr.
Redgate is an accredited investor.
8. In June, 1998, the Company issued for cash 41,000 shares of its
Common Stock to Brian Pettersen at a price of $0.35 per share pursuant to
his exercise of certain stock options. The shares were issued in
reliance upon Section 4(2) of the Act and Rule 506 of Regulation D
promulgated thereunder. The Company believes that Mr. Pettersen is an
accredited investor.
Item 5. Other Information
During the second quarter James L. O'Callaghan joined the Company
as Chief Financial Officer.
Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as part of this
report: Financial Statements of the Company (unaudited), including
Condensed Consolidated Balance Sheets, Condensed Consolidated
Statements of Operation, Condensed Consolidated Statements of Cash
Flow and Notes to Financial Statements as at and for the period
ended June 30, 1998. The Exhibits which are listed on the Exhibit Index
attached hereto.
EXHIBIT INDEX
No. Description
3.1 Articles of Incorporation of the Company and all amendment thereto*
3.2 Bylaws of the Company*
4.1 Form of Common Stock Certificate*
4.2 Form of Subscription Agreement used in private financing providing for
registration rights*
5. Opinion of Connolly Epstein Chicco Fosman Engelmyer & Ewing regarding
the legality of securities being registered*
10.1 1997 Stock Option Plan*
10.2 DRCC Omnibus Stock Option Plan*
10.3 Development and License Agreement dated April 4, 1997, between DRCC and
Kyushu Matsushita Electric Co., Ltd.*
10.4 Amended and restated Technical Development and Marketing Alliance
Agreement dated September 15, 1997, between the Company and Williams T
Elemetry Services, Inc.*
10.5 Lease Agreement dated May 17, 1995, between DRCC and Pracvest Partnership
relating to the Company's American Fork City offices and facility*
10.6 Lease Agreement dated February 12, 1996, between the Company the
Green/Praver, et al., relating to the Company's Salt Lake offices*
10.7 Shareholders Agreement dated May 21, 1997 between the Company, DRCC,
Philip A. Bunker and William E. Chipman, Sr.*
10.8 Asset Purchase Agreement dated October 31, 1997, between the Company
and Austin Antenna, Ltd.*
10.9 Stock Exchange Agreement dated October 31, 1997, between the Company,
TWC, Ltd. and the shareholders of TWC, Ltd.*
10.10 Settlement Agreement, Mutual Waiver and Release of All Claims dated
November 11, 1997 between Digital Radio Communications Corp. and
Digital Scientific, Inc.*
10.11 Agreement (updated) between the Company, Xarc Corporation and Donald J.
Wallace relating to the Company's acquisition of Xarc Corporation.*
10.12 Promissory Note dated December 4, 1997, by the Company, payable to
William E. Chipman, Sr. in the principal amount of $125,000*
10.13 Promissory Note dated November 13, 1997, by the Company, payable to T.
Kent Rainey in the principal amount of $200,000*
10.14 Investment Banking Services Agreement dated November 19, 1997, between
The Company and Paine Webber Incorporated*
10.15 $40,000 Promissory Note dated December 24, 1997, payable to Electronic
Assembly Corporation*
10.16 $400,000 Promissory Note dated January 8, 1998, payable to Tiverton
Holdings Ltd.*
10.17 Loan Agreement by and among the Registrant and the Bridge Noteholders
dated as of May 15, 1998*
10.18 Amendment and Waiver Agreement by and among the Registrant and the
Bridge Noteholders ddated August 7, 1998*
10.19 Amendment and Waiver Agreement by and among the Registrant and the
Bridge Noteholders dated September 11, 1998*
10.20 Loan Agreement by and among the Registrant and the Bridge Noteholders
dated as of May 15, 1998 (Previously filed), together with the Notes,
Pledge/Security Agreement, Pledgee/ Representative Agreement,
Subordination, and Registration Rights Agreement*
10.21 Separation and Mutual Release Agreement between the Registrant and
William E. Chipman, Sr. dated as of May 26, 1998*+
10.22 Registration Rights Agreement by and among the Registrant and the
purchases of common stock issued pursuant to the Registrants
Confidential Private Placement Memorandum dated September 9, 1998, as
amended*
10.23 Employment Agreement between the Registrant and James O'Callaghan dated
May 20, 1998*+
10.24 Lease agreement between the Registrant and NP#2 dated as of July 29,
1998 relating to the premises at 2441 South 3850 West, West Valley City,
Utah 84120*
10.25 Agreement between KME and the Registrant dated October 19, 1998 relating
to the Registrant's providing of technical assistance and development
relating to the Gigarange telephone*
10.26 Agreement between KME and the Registrant dated as of May 1, 1998 relating
to the Panasonic MicroCast System*
10.27 General and Mutual Release Agreement between the Registrant and Phil
Acton dated November 8, 1998*+
10.28 Agreement and Waiver Agreement by and among the Registrant and the
Bridge Noteholders dated Novebmer 25, 1998*
10.29 1998 Employee Incentive Stock Option Plan*+
10.30 1998 Non-qualified Stock Option Plan*+
10.31 Amendment of Agreement by and among the Registrant and the Bridge
Noteholders dated as of March 26, 1999*
10.32 Loan Agreement by and among the Registrant and the Senior Secured
Noteholders dated as of May 14, 1999, together with the Notes, Pledge/
Security Agreement, Pledgee Representative Agreement, Subordination
and Registration Rights Agreement*
27 Financial Data Schedules**
- --------------
** Filed herewith
* Filed previously
+ Management contract or compensatory plan or arrangement filed previously
(b) No reports on Form 8-K were filed by the Registrant during
the quarterly period covered by this report.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
World Wireless Communications
Date: October 7, 1999 By: /S/ David D. Singer
---------------------------
David D. Singer
President, Chief Executive Officer
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule is an Amended Financial Data Schedule and contains summary
financial information extracted from the balance sheet as of June 30, 1998, and
statements of operations for the six months ended June 30, 1998, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,151,201
<SECURITIES> 170,242
<RECEIVABLES> 756,955
<ALLOWANCES> (30,000)
<INVENTORY> 490,658
<CURRENT-ASSETS> 2,771,199
<PP&E> 2,620,749
<DEPRECIATION> (823,939)
<TOTAL-ASSETS> 11,143,905
<CURRENT-LIABILITIES> 4,087,282
<BONDS> 440,059
0
0
<COMMON> 11,300
<OTHER-SE> 6,605,264
<TOTAL-LIABILITY-AND-EQUITY> 11,143,905
<SALES> 1,058,074
<TOTAL-REVENUES> 1,058,074
<CGS> 900,129
<TOTAL-COSTS> 900,129
<OTHER-EXPENSES> 2,943,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 201,076
<INCOME-PRETAX> (2,986,529)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,986,529)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,986,529)
<EPS-BASIC> (0.27)
<EPS-DILUTED> (0.27)
</TABLE>
