<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NUMBER: 000-28151
PNV INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0612435
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
11711 N.W. 39TH STREET,
CORAL SPRINGS, FLORIDA 33065
(Address of principal executive offices) (Zip code)
(954) 745-7800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No
------- --------
(2) Yes No X
------- --------
The number of shares outstanding of the registrant's common stock, par
value $0.001 per share, as of February 14, 2000 was 15,912,752.
<PAGE> 2
PNV INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited).................................. 3
Balance Sheets as of June 30, 1999 and December 31, 1999
(Unaudited)...................................................... 3
Statements of Operations for the three and six months ended
December 31, 1998 and 1999 (Unaudited)........................... 4
Statements of Cash Flows for the six months ended December 31,
1998 and 1999 (Unaudited)........................................ 5
Notes to Condensed Financial Statements (Unaudited)............... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 8
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk......... 21
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings................................................. 22
ITEM 2. Changes in Securities and Use of Proceeds......................... 22
ITEM 3. Defaults Upon Senior Securities................................... 23
ITEM 4. Submission of Matters to a Vote of Security Holders............... 23
ITEM 5. Other Information................................................. 23
ITEM 6. Exhibits and Reports on Form 8-K.................................. 24
SIGNATURES................................................................. 25
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PNV INC.
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1999
------------- -----------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents .................................................. $ 4,100,848 $ 5,187,652
Short-term investments ..................................................... 8,367,324 63,174,449
Restricted investments ..................................................... 10,704,210 6,067,403
Accounts receivable, net of allowance for doubtful accounts of $25,083 and
$94,534 at June 30, 1999 and December 31, 1999, respectively ............. 301,503 1,253,372
Inventory .................................................................. 341,208 807,938
Prepaid expenses and other ................................................. 181,788 608,504
------------ -------------
Total current assets .................................................... 23,996,881 77,099,318
Property and equipment, Net (Note 2) .......................................... 32,053,824 37,320,076
Deferred financing costs ...................................................... 3,755,927 3,571,351
Other assets .................................................................. 1,579,037 1,547,097
------------ -------------
Total ................................................................... $ 61,385,669 $ 119,537,842
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................................................... $ 1,256,994 $ 2,183,169
Accrued expenses ........................................................... 1,621,271 1,871,359
Accrued interest on senior notes ........................................... 1,245,831 1,245,831
Deferred revenue ........................................................... 724,850 821,158
Current portion of capital lease obligations ............................... 294,887 308,733
Current portion of long-term debt .......................................... 25,365 7,128
------------ -------------
Total current liabilities ............................................... 5,169,198 6,437,378
------------ -------------
Obligations under capital leases .............................................. 263,519 272,523
------------ -------------
Long-term debt ................................................................ 70,846,069 71,078,896
------------ -------------
Series A Redeemable Preferred Stock--Par value $.01 per share; 627,630
shares authorized and 388,065 issued and outstanding as of June 30, 1999;
no shares authorized, issued or outstanding as of December 31, 1999 ........ 4,609,809 --
------------ -------------
Series B Cumulative Convertible Preferred Stock--Par value $.01 per share;
1,372,370 authorized, issued and outstanding as of June 30, 1999; no
shares authorized, issued or outstanding as of December 31, 1999 ........... 17,403,860 --
------------ -------------
Series C Cumulative Convertible Preferred Stock--Par value $.01 per share;
3,750,000 shares authorized, 2,351,543 issued and outstanding as of
June 30, 1999; no shares authorized, issued or outstanding as of
December 31, 1999 .......................................................... 20,079,630 --
------------ -------------
Common Stockholders' (Deficiency) Equity:
Common stock--Par value $.001 per share; 12,000,000 and 50,000,000 shares
authorized at June 30, 1999 and December 31, 1999, respectively; 4,328,614
and 15,724,302 shares issued and outstanding at June 30, 1999 and
December 31, 1999, respectively .......................................... 4,328 15,724
Additional paid-in capital ................................................. 13,011,612 139,938,407
Receivable from stockholder ................................................ (145,000) (92,000)
Deferred stock-based compensation .......................................... (8,345,375) (6,167,519)
Deferred advertising expense related to warrants ........................... -- (721,210)
Accumulated deficit ........................................................ (61,511,981) (91,224,357)
------------ -------------
Total common stockholders' (deficiency) equity ............................. (56,986,416) 41,749,045
------------ -------------
Total ................................................................. $ 61,385,669 $ 119,537,842
============ =============
</TABLE>
See notes to financial statements.
3
<PAGE> 4
PNV INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ -------------------------------
1998 1999 1998 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Revenues .......................... $ 1,985,412 $ 3,829,295 $ 3,709,199 $ 7,209,986
Cost of Revenues:
Service cost ...................... 2,300,751 4,338,472 3,813,757 8,398,939
Service depreciation .............. 1,047,954 1,652,415 1,870,606 3,123,208
Equipment cost .................... 579,471 590,094 946,712 1,016,752
Advertising ....................... 10,325 561,996 14,724 931,211
----------- ------------ ------------ ------------
Total cost of revenues .......... 3,938,501 7,142,977 6,645,799 13,470,110
Gross margin .......................... (1,953,089) (3,313,682) (2,936,600) (6,260,124)
Selling, general and administrative
expenses .......................... 5,338,719 7,475,310 8,941,398 14,361,152
Stock compensation expense ............ -- 2,621,679 -- 4,644,122
----------- ------------ ------------ ------------
Loss from operations .................. (7,291,808) (13,410,671) (11,877,998) (25,265,398)
Interest expense ...................... 2,596,997 2,646,842 5,241,734 5,298,896
Interest income and other ............. (797,106) (668,096) (1,546,352) (851,921)
----------- ------------ ------------ ------------
Net loss ........................ (9,091,699) (15,389,417) (15,573,380) (29,712,373)
----------- ------------ ------------ ------------
Preferred stock dividends and
amortization of preferred
stock issuance costs .......... (714,381) (5,012,660) (1,406,085) (5,826,352)
Accretion of preferred shares
to fair value ................. -- (10,252,392) -- (13,439,913)
----------- ------------ ------------ ------------
Net loss attributable to common
stockholders .................. $(9,806,080) $(30,654,469) $(16,979,465) $(48,978,638)
=========== ============ ============ ============
Net loss per share (basic) ...... $ (2.27) $ (3.75) $ (3.93) $ (7.84)
=========== ============ ============ ============
Shares used to compute basic net
loss per share .................... 4,318,182 8,170,361 4,318,182 6,249,879
=========== ============ ============ ============
Pro forma basic net loss per equivalent
share ............................. $ (1.07) $ (1.20) $ (1.83) $ (2.72)
=========== ============ ============ ============
Shares used to compute pro forma basic
net loss per equivalent share ..... 8,521,725 12,846,747 8,521,725 10,931,826
=========== ============ ============ ============
</TABLE>
See notes to financial statements.
4
<PAGE> 5
PNV INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
-------------------------------
1998 1999
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss .................................................................. $(15,573,380) $(29,712,373)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization ........................................... 2,382,930 3,853,584
Amortization of deferred stock-based compensation ....................... -- 4,644,122
Warrants issued for services ............................................ -- 35,892
Changes in assets and liabilities:
Accounts receivable ..................................................... (18,273) (951,870)
Inventory ............................................................... 31,321 (466,730)
Prepaid expenses and other .............................................. (118,040) (426,717)
Other assets ............................................................ (207,448) (70,140)
Accounts payable ........................................................ 225,557 926,176
Accrued expenses ........................................................ 780,871 250,087
Accrued interest on senior notes ........................................ 325,000
Deferred revenue ........................................................ 47,609 96,307
------------ ------------
Net cash used in operating activities ................................. (12,123,853) (21,821,662)
------------ ------------
INVESTING ACTIVITIES:
Purchases of short-term investments ....................................... -- (70,530,672)
Proceeds from sales of short-term investments ............................. 4,097,375 15,723,546
Proceeds from sales of restricted investments ............................. 4,176,682 4,636,807
Purchases of property and equipment ....................................... (13,154,083) (8,317,604)
------------ ------------
Net cash used in investing activities ................................. (4,880,026) (58,487,923)
------------ ------------
FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock ................................ -- 31,500,000
Proceeds from issuance of common stock .................................... -- 63,750,000
Proceeds from exercise of warrants and stock options ..................... -- 52,024
Redemption of Series A preferred stock and accrued dividends .............. -- (4,859,432)
Payment of stock and debt issuance costs and other ........................ (302,327) (8,847,226)
Receivable from stockholder ............................................... -- 53,000
Payment of obligation under capital lease ................................. (196,410) (233,741)
Payment of notes payable .................................................. (16,023) (18,236)
------------ ------------
Net cash provided by (used in) financing activities ................... (514,760) 81,396,389
------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents ......................... (17,518,639) 1,086,804
------------ ------------
Cash and Cash Equivalents, Beginning of Period ............................... 19,810,656 4,100,848
------------ ------------
Cash and Cash Equivalents, End of Period ..................................... $ 2,292,017 $ 5,187,652
============ ============
Supplemental Cash Flow Information:
Interest paid ............................................................. $ 4,583,443 $ 4,908,738
============ ============
Non-Cash Financing And Investing Activities:
Capital lease obligations relating to acquisition of property
and equipment ........................................................... $ 341,928 $ 252,402
============ ============
Conversion of Series B preferred stock and accrued dividends to
common stock .............................................................. $ 18,199,583
============
Conversion of Series C preferred stock and accrued dividends to
common stock .............................................................. $ 21,784,938
============
Conversion of Series D preferred stock and accrued dividends to
common stock .............................................................. $ 31,959,375
============
Conversion of common stock warrants .......................................... $ 573,660
============
Issuance of common stock warrants ............................................ $ 1,346,900
============
</TABLE>
See notes to financial statements.
5
<PAGE> 6
PNV INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The interim balance sheet as of December 31, 1999, the interim statements of
operations for the three-month and six-month periods ended December 31, 1998 and
1999 and the interim statement of cash flows for the six-month periods ended
December 31, 1998 and 1999 are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such financial statements have
been included. All adjustments made were of a normal recurring nature. Certain
information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. PNV Inc. (the "Company") believes that the
disclosures included are adequate and provide a fair presentation of interim
period results. Interim financial statements are not necessarily indicative of
financial position or operating results to be expected for the entire year.
These interim financial statements should be read in conjunction with the
audited financial statements of the Company and the notes thereto for the fiscal
year ended June 30, 1999.
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
JUNE 30, DECEMBER 31,
1999 1999
----------- ------------
Site equipment and improvements.......... $34,592,877 $41,511,153
Construction equipment................... 120,611 120,611
Computer equipment....................... 760,719 1,654,872
Vehicles................................. 985,014 1,546,047
Furniture, fixtures and other equipment.. 105,301 318,961
----------- -----------
Subtotal............................ 36,564,522 45,151,644
Less accumulated depreciation............ 7,332,654 10,636,410
----------- -----------
Subtotal............................ 29,231,868 34,515,234
Component inventory...................... 2,821,956 2,804,842
----------- -----------
Property and equipment, net.............. $32,053,824 $37,320,076
=========== ===========
Component equipment represents equipment that is awaiting installation at a
site. Upon installation the cost of the related equipment is transferred to site
equipment and improvements and depreciation commences once the site is
operational. Component equipment is temporarily staged at the Company's
warehouse until all equipment for a site is received, certain assembly
operations are complete and the site is ready to accept the equipment for
installation. Component equipment is reclassified to site equipment upon
completion of the site on a FIFO basis for all components.
3. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
shares outstanding. Shares associated with stock options and certain warrants
are not included because they are antidilutive. The shares of Series B, C and D
Preferred Stock converted into common stock effective upon the closing of the
Company's initial public offering and are included in the calculation of
weighted average number of shares as of that date.
Pro forma net loss per share is computed using the weighted average number of
common shares outstanding, including the pro forma effects of the automatic
conversion of the Company's Series B, C and D Preferred Stock into shares of the
Company's Common Stock effective upon the closing of the Company's initial
public offering as if such conversion occurred on July 1, 1998 or at the date of
original issuance, if later.
6
<PAGE> 7
PNV INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The following table sets forth the computation of the numerator and denominator
used in the basic and pro forma net loss per share calculation:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ -------------------------------
1998 1999 1998 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net loss attributable to common
shareholders for basic net loss
per share ................................ $(9,806,080) $(30,654,469) $(16,979,465) $(48,978,638)
Dividend and amortization of preferred stock ... 714,381 5,012,660 1,406,085 5,826,352
Accretion of preferred shares to fair value .... -- 10,252,392 -- 13,439,913
----------- ------------ ------------ ------------
Proforma net loss attributable to common
shareholders for basic net loss per
share .................................... $(9,091,699) $(15,389,417) $(15,573,380) $(29,712,373)
=========== ============ ============ ============
Denominator:
Weighted average shares used in basic
net loss per share ....................... 4,318,182 8,170,361 4,318,182 6,249,879
Weighted average effect of pro forma securities:
Series B cumulative convertible preferred
stock .................................... 1,875,000 1,179,786 1,875,000 1,527,393
Series C cumulative convertible preferred
stock .................................... 2,328,543 1,500,248 2,328,543 1,925,896
Series D cumulative convertible preferred
stock .................................... -- 1,980,025 -- 1,218,273
Mandatorily convertible warrants ........... -- 16,327 -- 10,385
----------- ------------ ------------ ------------
Denominator for pro forma basic net
loss per share ............................. 8,521,725 12,846,747 8,521,725 10,931,826
=========== ============ ============ ============
</TABLE>
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information in this discussion contains forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements or
industry results to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements. Such
factors include those described in "Risk Factors." The forward-looking
statements included in this report may prove to be inaccurate. In light of the
significant uncertainties inherent in these forward-looking statements, you
should not consider this information to be a guarantee by us or any other person
that our objectives and plans will be achieved or our expectations will be met.
The discussion should be read in conjunction with our financial statements and
notes thereto as of June 30, 1998 and 1999 and for each of the years ended June
30, 1997, 1998 and 1999, included in our S-1 Registration Statement filed with
the Securities and Exchange Commission in connection with the initial public
offering of our common stock and our financial statements and the related notes
thereto included elsewhere in this report.
OVERVIEW
From November 1993 to November 1995, our predecessor, Park `N View, Ltd.
developed our network and installed and operated it at one truckstop as a field
test. There were no revenues or significant selling expenses generated by Park
`N View, Ltd. during this period. Following the formation of PNV in September
1995, and the transfer to PNV of the business and net liabilities of Park `N
View, Ltd., we began the buildout of our network utilizing principally proceeds
from sales of our securities and began offering services on our network in
December 1995 with the completion of our first site.
As of December 31,1999, our network was available at 259 full-service
truckstops. The following table sets forth the number of monthly subscribers and
daily members to the telecommunications and cable television services offered
through our network during the last month in each of our five most recent
quarters.
PERIOD MONTHLY SUBSCRIBERS DAILY MEMBERS
- ------ ------------------- -------------
December 1998....................... 21,997 11,203
March 1999.......................... 21,632 14,136
June 1999........................... 21,317 13,829
September 1999...................... 24,803 10,456
December 1999....................... 27,317 7,688
We began to offer Internet access service on our network in July 1999. We
initially offered this service free of charge on a promotional basis. In
November 1999, we began to charge separate fees and daily memberships to this
service. We launched our portal website in October 1999 and through this we are
creating content for the trucking community, including drivers and their
families, industry suppliers and manufacturers, truckstop operators and trucking
fleets. During December 1999, we had 2,700 monthly subscribers to our Internet
access service, some of whom were also subscribers to our telecommunications and
cable television services. As of December 31, 1999, 7,000 users have registered
on our portal.
For the three months ended December 31, 1999, our revenues were generated
principally from sales to long-haul drivers of monthly subscriptions and daily
memberships to the telecommunications, cable television and Internet access
services offered through our network, as well as advertising, prepaid phone card
operations, resale of long distance telephone minutes and PACCAR's promotional
holiday sponsorship of free local and long distance telephone service.
8
<PAGE> 9
RESULTS OF OPERATIONS
Three months and six months ended December 31, 1999 and 1998
Net Revenues. Our net revenues increased 93% to $3,829,000 for the three months
ended December 31, 1999 from $1,985,000 for the three months ended December 31,
1998 and 94% to $7,210,000 for the six months ended December 31, 1999 from
$3,709,000 for the six months ended December 31, 1998. The increase in revenues
for the three months and six months ended December 31, 1999 was primarily
attributable to new revenues derived from advertising and prepaid phone card
operations, as well as, to a lesser extent, additional subscription revenues and
the resale of long distance telephone minutes. Our net revenues increased 13% to
$3,829,000 for the three months ended December 31, 1999 from $3,381,000 for the
three months ended September 30, 1999.
Cost of Revenues. Cost of revenues, excluding service depreciation, increased
90% to $5,491,000 for the three months ended December 31, 1999 from $2,891,000
for the three months ended December 31, 1998 and 117% to $10,347,000 for the six
months ended December 31, 1999 from $4,775,000 for the six months ended December
31, 1998. The increase in cost of revenues for the three months and six months
ended December 31, 1999 is principally due to costs associated with the
increases in the number of truckstops at which our network is deployed and in
sales volume and, in addition, with respect to the six months ended December 31,
1999, to costs of T-1 lines and routing equipment both of which we added to our
network beginning in the three months ended December 31, 1998. The number of
truckstops at which our network is deployed increased 38% to 259 as of December
31, 1999 from 188 sites as of December 31, 1998.
Service costs (which includes commissions payable to truckstops, cable
programming, T-1 lines, local telephone lines, long distance minutes purchased
for resale, routing equipment leases, prepaid phone card operations and site
repairs) increased 89% to $4,338,000 for the three months ended December 31,
1999 from $2,301,000 for the three months ended December 31, 1999 and 120% to
$8,399,000 for the six months ended December 31, 1999 from $3,814,000 for the
six months ended December 31, 1998. In particular, the cost of phone lines and
purchased long distance minutes increased 96% to $1,854,000 for the three months
ended December 31, 1999 from $944,000 for the three months ended December 31,
1998. For the six months ended December 31, 1999 the cost of phone lines and
purchased long distance minutes increased 136% to $3,676,000 from $1,559,000 for
the six months ended December 31, 1998. These increases are due to increases in
the number of truckstops at which our truckstop is deployed, long distance
telephone minutes included with subscriptions, long distance minutes included
with prepaid phone cards and the addition of T-1 lines which we added to our
network in the three months ended December 31, 1998. The increases in service
costs are also due to increases in sales volume, commissions due to a truckstop
related to our prepaid phone card operations which we began to offer in April
1999 and routing equipment leases which we also added to our network in the
three months ended December 31, 1998. During the remainder of fiscal 2000 our
service cost will include additional non-recurring costs of approximately
$600,000 associated with the replacement connectors inside the bollards to
enhance connectivity quality.
Advertising expense is principally associated with advertising revenue generated
from Connect!, our monthly cable television guide and lifestyle magazine. We had
no revenue from sales of advertising in Connect! during the six months ended
December 31, 1998 and did not solicit advertising during this period because
Connect! was a cable television guide. Therefore, costs associated with Connect!
during this period were classified as marketing expenses. Advertising expense
for the three and six months ended December 31, 1999 was $562,000 and $931,000,
respectively. We recorded deferred advertising expense related to warrants
granted to PACCAR Inc. of $721,000 which will be amortized to expense over the
next twenty four months as a cost associated with expected advertising revenue
from PACCAR.
Service depreciation increased $604,000 to $1,652,000 for the three months ended
December 31, 1999 from $1,048,000 for the three months ended December 31, 1998.
Service depreciation increased $1,252,000 to $3,123,000 for the six months ended
December 31, 1999 from $1,871,000 for the six months ended December 31, 1998.
These increases in service depreciation reflect the additional buildout of our
network.
Fixed costs are a significant portion of cost of revenues and are expected to
increase.
Gross Margin. Gross margin was a negative amount of $3,314,000 for the three
months ended December 31, 1999 compared to a negative amount of $2,946,000 for
the previous quarter ended September 30, 1999 and to a negative amount of
$1,953,000 for the three months ended December 31, 1998. For the six months
ended December 31, 1999 the gross margin was a negative amount of $6,260,000
compared to a negative gross margin of $2,937,000 for the six months ended
December 31, 1998.
9
<PAGE> 10
Selling Expense. Selling expense increased 24% to $3,053,000 for the three
months ended December 31, 1999 from $2,456,000 for the three months ended
December 31, 1998. The increase was primarily attributable to an increase in
salaries, travel, including per diem, and a decrease in marketing expenses.
Salaries increased 74% to $1,711,000 for the three months ended December 31,
1999 from $981,000 for the three months ended December 31, 1998. Travel expenses
increased 46% to $478,000 from $327,000 for the three months ended December 31,
1998. Marketing expenses decreased 28% to $731,000 for the three months ended
December 31, 1999 from $1,018,000 for the three months ended December 31, 1998.
The increase in salary and travel expense reflects additional costs associated
with personnel to expand our sales and marketing programs and the decrease in
marketing expenses reflects the reclassification of costs associated with
Connect! magazine from marketing expenses to advertising expense. If this
reclassification had not occurred, marketing expenses would have increased.
For the six months ended December 31, 1999, selling expense increased 37% to
$5,720,000 from $4,175,000 for the six months ended December 31, 1998. The
increase was primarily attributable to an increase in salaries, travel,
including per diem, and marketing expenses. Salaries increased 33% to $2,558,000
for the six months ended December 31, 1999 from $1,926,000 for the six months
ended December 31, 1998. Travel expenses increased 26% to $905,000 for the six
months ended December 31, 1999 from $717,000 for the six months ended December
31, 1998. Marketing expenses increased 14% to $1,511,000 for the six months
ended December 31, 1999 from $1,322,000 for the six months ended December 31,
1998. The increase in salaries and travel reflects additional personnel to
expand our sales and marketing programs. The increase in marketing expenses
reflects additional marketing efforts to increase subscriptions to services
offered on our network. This increase would have been greater if certain costs
associated with Connect! magazine had not been reclassified.
General and Administrative Expenses. General and administrative expenses
increased 53% to $4,423,000 for the three months ended December 31, 1999 from
$2,883,000 for the three months ended December 31, 1998. The increase was
primarily attributable to an increase in salaries, travel and professional fees.
Salaries, including salaries of additional personnel related to the creation and
maintenance of our portal website and the development of additional service
offerings, increased 56% to $2,221,000 for the three months ended December 31,
1999 from $1,420,000 for the three months ended December 31, 1998. Travel
expense increased 16% to $410,000 for the three months ended December 31, 1999
from $353,000 for the three months ended December 31, 1998. Professional fees
increased 12% to $155,000 for the three months ended December 31, 1999 from
$139,000 for the three months ended December 31, 1998.
For the six months ended December 31, 1999, total general and administrative
expenses increased 81% to $8,641,000 from $4,767,000 for the six months ended
December 31, 1998. The increase was primarily attributable to an increase in
salaries, travel and professional fees. Salaries, including salaries of
additional personnel related to the creation and maintenance of our portal
website and the development of additional service offerings, increased 104% to
$4,914,000 for the six months ended December 31, 1999 from $2,412,000 for the
six months ended December 31, 1998. Travel expenses increased 93% to $891,000
for the six months ended December 31, 1999 from $461,000 for the six months
ended December 31, 1998. Professional fees increased 55% to $415,000 for the six
months ended December 31, 1999 from $268,000 for the six months ended December
31, 1998.
Stock-Based Compensation Expense. During the three and six months ended December
31, 1999, we granted options to purchase our common stock to employees and
consultants at exercise prices below the deemed fair market value of our common
stock on the grant dates for financial reporting purposes. As a result, for the
three and six months ended December 31, 1999, we recorded additional deferred
stock-based compensation of $2,308,000 and $542,000, respectively. In addition,
we recognized stock-based compensation expense of $2,622,000 and $4,644,000 for
the three months and the six months ended December 31, 1999, respectively, for
these options and options granted in the third and fourth quarters of fiscal
1999. There was no stock-based compensation expense for the three months and six
months ended December 31, 1998.
Interest Expense (Income) and Other - Net. Interest expense (income) and other -
net increased to $1,979,000 for the three months ended December 31, 1999 from
$1,800,000 of interest income and other - net for the three months ended
December 31, 1998. For the six months ended December 31, 1999 interest expense
(income) and other - net increased to $4,447,000 from $3,695,000 of interest
income and other - net for the six months ended December 31, 1998. The
additional net interest expense for the three months and six months ended
December 31, 1999 compared to the three months and six months ended December 31,
1998 is primarily attributable to the reduction of interest income.
10
<PAGE> 11
Net Loss. Net loss increased 69% to $15,389,000 for the three months ended
December 31, 1999 from $9,092,000 for the three months ended December 31, 1998.
The net loss increased 91% to $29,712,000 for the six months ended December 31,
1999 from $15,573,000 for the six months ended December 31, 1998. We expect to
incur significant net losses and experience substantial negative cash flows for
the foreseeable future.
LIQUIDITY AND CAPITAL RESOURCES
In November 1999, we completed an initial public offering of our common stock
selling 3,750,000 shares for $17.00 per share. We received net proceeds of
approximately $57,450,000 after deducting underwriting discounts and commissions
and offering expenses. Since our incorporation in September 1995, we have
satisfied our cash requirements through the proceeds of sales of common stock,
preferred stock, certain debt securities and 13% notes, which we sold together
with warrants to purchase 505,375 shares of our common stock. As of December 31,
1999, we had cash and cash equivalents and short-term investments totaling
$68,362,000.
Net cash used in operating activities was $21,822,000 and $12,124,000 for the
six months ended December 31, 1999 and 1998, respectively. The $9,698,000
increase in net cash used in operating activities for the six months ended
December 31, 1999 compared to the six months ended December 31, 1998 primarily
resulted from an increase in the net loss of $14,139,000 to $29,712,000 for the
six months ended December 31, 1999 compared to a net loss of $15,573,000 for the
six months ended December 31, 1998. The net loss for the six months ended
December 31, 1999 was partially offset by an increase in non-cash expenditures
for depreciation, amortization, warrants issued for services and stock option
compensation expense of $6,151,000 to $8,534,000 for the six months ended
December 31, 1999 from $2,383,000 for the six months ended December 31, 1998.
For the six months ended December 31, 1999, the accounts receivable increase of
$952,000 from the six months ended December 31, 1998 reflects partially an
increase in revenue from sources having payment terms of 30-60 days. These
revenue sources include advertising and monthly subscription sales under our
payroll deduction program and fleet-funded subscription sales. In the past, a
larger portion of our revenue was generated from sales of subscriptions under
our power plan program and vending machine sales, both of which are cash sales.
Net cash used in investing activities was $58,488,000 and $4,880,000 for the six
months ended December 31, 1999 and 1998, respectively. The $53,608,000 increase
in net cash used in investing activities for the six months ended December 31,
1999 compared to the six months ended December 31, 1998 resulted from the
increase in net purchases of short-term investments in the amount of $50,710,000
for the six months ended December 31, 1999 following our receipt of proceeds
from our Series D preferred stock offering in September 1999 and our initial
public common stock offering in November 1999. This increase was partially
offset by a decrease in capital expenditures of $4,836,000 to $8,318,000 for the
six months ended December 31, 1999 from $13,154,000 for the six months ended
December 31, 1998. The decrease in capital expenditures was principally the
result of a decrease in the number of truckstops at which we installed our
network to approximately 39 truckstops during the six months ended December 31,
1999 compared to 74 installations during the six months ended December 31, 1998.
Net cash (used in) provided by financing activities was $(515,000) and
$81,396,000 for the six months ended December 31, 1999 and 1998, respectively.
The $81,911,000 increase in net cash provided by financing activities for the
six months ended December 31, 1999 compared to the six months ended December 31,
1998 resulted primarily from our Series D Preferred Stock offering and initial
public common stock offering during the six months ended December 31, 1999.
In the six months ended December 31, 1999, our working capital increased
$51,834,000 from June 30, 1999. The increase was primarily attributable to an
increase in cash and cash equivalents of $1,087,000 and a increase in short term
investments of $54,807,000 which resulted from the receipt of proceeds from our
Series D preferred stock offering and our initial public common stock offering.
Beginning with the November 2000 scheduled interest payment on our 13% notes,
we will be required to make these interest payments from our available cash.
11
<PAGE> 12
We currently believe that our available cash resources together with anticipated
cash generated by operations will be sufficient to meet our anticipated working
capital and capital expenditure requirements for at least the next 15 months. No
assurance can be given that we will not need additional financing prior to such
time. If additional funds are raised through the issuance of equity securities,
our stockholders may experience significant dilution. Furthermore, there can be
no assurance that additional financing will be available when needed or that if
available, such financing will include terms favorable to our stockholders or
us. If such financing is not available when required or is not available on
acceptable terms, we expect that we may experience insufficient liquidity. Any
inability to fund our future capital requirements could have a material adverse
effect on our business, operating results and financial condition.
YEAR 2000
We did not experience any material disruptions in operations or activities as a
result of the so-called "Year 2000 Problem." We incurred approximately $400,000
of expenses in connection with our preparations for the Year 2000 Problem. In
addition, we are not aware that our significant suppliers and providers of
equipment, telecommunications and data communications or customers experienced
any material disruptions in their operations or activities. We do not expect to
encounter any such problems in the foreseeable future, although we continue to
monitor our network for signs or indications of such a problem.
It is possible, however, that if Year 2000 problems are incurred by our
significant suppliers and providers of equipment, telecommunications and data
communications or customers, such problems could have a negative impact on our
future operations and financial performance, although we have not been able to
specifically identify any such problems among such suppliers, providers and
customers. Furthermore, the Year 2000 Problem may impact other entities with
which we transact business and we cannot predict the effect of the Year 2000
Problem on such entities or the resulting effect on us.
RISK FACTORS
WE HAVE BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME AND WE HAVE NOT BEEN
PROFITABLE AND EXPECT FUTURE LOSSES AND NEGATIVE CASH FLOW.
From November 1993 to November 1995, our predecessor, Park `N View, Ltd.,
developed our network and installed and operated it at one truckstop as a field
test. We began offering services on our network in December 1995 with the
completion of our first site. We deployed our network at 14 truckstops in 1996,
59 truckstops in 1997, 113 truckstops in 1998 and 71 truckstops from January 1,
1999 to December 31, 1999. Consequently, we have a limited operating history
upon which you may evaluate us and we face all of the risks and uncertainties of
early-stage companies. To date, we have not been profitable. We may never be
profitable or, if we become profitable, we may be unable to sustain
profitability. We have recognized limited revenues since our inception and have
incurred substantial costs to build and deploy our network, offer our services
and operate our business. We have incurred net losses of approximately $91.2
million from our inception through December 31, 1999. To date, our cash flow
from operations has been substantially insufficient to meet our cash
requirements. We expect to incur substantial net losses and experience
substantial negative cash flows for the foreseeable future.
12
<PAGE> 13
MANY OF OUR COSTS ARE FIXED ON BOTH A LONG-TERM AND SHORT-TERM BASIS AND WE
MAY NOT BE ABLE TO REDUCE THEM IN A TIMELY MANNER; WE HAVE RECENTLY
INCREASED OUR COSTS SIGNIFICANTLY AND WE EXPECT OUR COSTS TO CONTINUE TO
INCREASE.
A high percentage of the costs of operating our network are fixed, including our
commitments under our contract with AT&T for T-1 lines and our equipment leases
with Cisco for routers. If our revenues do not increase, we may not be able to
reduce our costs in a timely manner to account for any shortfall in revenues. In
addition, many of our costs are based on our expectations of the future demand
for our services and are relatively fixed in the short-term. Recently, we
significantly increased our operating costs and our capital expenditures. We
plan to further increase our costs during the remainder of fiscal 2000 and,
beginning in November 2000, we will be required to make the scheduled semiannual
interest payments on our $75.0 million in aggregate principal amount of 13%
notes due 2008 from our available cash. If we are unable to increase our
revenues from our current sources and generate revenue from other sources in
order to fund our operating losses and capital expenditures, we may be required
to curtail or cease our operations. We may not be able to sustain our current
revenues or successfully generate additional revenue.
IF WE FAIL TO GENERATE SUFFICIENT CASH FROM OPERATIONS, WE MAY NOT HAVE
SUFFICIENT FUNDS FOR WORKING CAPITAL AND CAPITAL EXPENDITURES AND MAY BE
REQUIRED TO SEEK ADDITIONAL FINANCING IN THE FUTURE, WHICH MAY NOT BE
AVAILABLE ON ACCEPTABLE TERMS.
We may need to seek additional financing in the future to fund our capital
requirements, which may not be available on acceptable terms, if at all. Our
capital requirements will depend on numerous factors, including the growth of
our revenues, if any, and the rate of such growth and our expenditures. Any
needed financing may not be available on terms acceptable to us, or at all. If
adequate funds are not available on acceptable terms, we may curtail or cease
our operations. Moreover, even if we are able to continue our operations, if we
are unable to obtain any needed financing, our business could suffer due to our
inability to continue the buildout of our network, provide our current and
planned services and products and expand our business.
OUR FAILURE TO INCREASE OUR REVENUES OR GENERATE REVENUE FROM NEW SOURCES
WOULD PREVENT US FROM ACHIEVING AND MAINTAINING PROFITABILITY.
Currently, our revenues are generated primarily from sales of subscriptions to
the telecommunications and cable television services offered on our network and
to a lesser extent from prepaid phone card operations and resales of long
distance telephone minutes and advertising sales. Our future success depends
upon, among other things, our ability to increase revenues from our current
sources and generate revenues from additional sources. If we are unable to
increase our revenues from our current sources and generate revenue from other
sources, we may be required to curtail or cease our operations. We may not be
able to sustain our current revenues or successfully generate additional
revenue.
IF WE DO NOT RETAIN OUR CURRENT SUBSCRIBERS OR INCREASE SALES OF
SUBSCRIPTIONS TO SERVICES OFFERED ON OUR NETWORK, OUR RECURRING REVENUES
WILL NOT INCREASE AND OUR INCREMENTAL COSTS OF ACQUIRING AND RETAINING
CUSTOMERS MAY INCREASE.
Our future success depends upon our ability to significantly increase the number
of subscribers to services currently offered on our network and to generate fees
for Internet access service. The number of our total active subscribers has not
increased significantly since September 1998. Even if truck drivers initially
subscribe to our network, they may not renew their subscriptions. There are many
factors that could cause a subscriber to cancel an ongoing monthly subscription
or fail to purchase a subscription, including dissatisfaction with our network
and the services offered, or with the number and location of the truckstops at
which our network is available, or truck driver turnover. Some drivers have
experienced problems in connecting to our network due to an accumulation of
moisture in the parking lot access points, or bollards. This operational problem
may cause drivers to cancel or decide not to purchase a subscription. In July
1999, we began offering Internet access service free of charge on a promotional
basis. In November 1999, we began charging separate subscription fees for this
service. Truck drivers may be unwilling to purchase a subscription to this
service. Many truck drivers may not own a computer for accessing the Internet.
Our power plan and payroll deduction programs, designed to increase ongoing
monthly
13
<PAGE> 14
subscriptions, may not be successful. If ongoing monthly subscriptions do not
increase, our recurring revenues will not increase, our incremental costs of
acquiring and retaining subscribers may increase and our business may suffer.
IF WE DO NOT INCREASE OUR RESALES OF LONG DISTANCE MINUTES, OUR REVENUES
MAY NOT INCREASE AS CONTEMPLATED BY OUR BUSINESS PLAN AND WE MAY NOT
ACHIEVE OR MAINTAIN PROFITABILITY.
Our future success also depends upon our ability to increase our resales of long
distance telephone minutes. We began marketing resold long distance telephone
minutes in February 1999. Since that time we have increased our sales of resold
long distance from $36,000 in February 1999 to $90,000 in December 1999. We
believe that increasing competition in the telecommunications industry will
result in significantly lower prices for long distance services. We may not be
able to reduce our prices sufficiently to compete effectively. Our failure to
increase our sales of resold long distance minutes on a profitable basis could
restrict the growth of our revenues and our ability to achieve or maintain
profitability.
IF ELECTRONIC COMMERCE TRANSACTIONS ON OUR PORTAL WEBSITE DO NOT DEVELOP,
WE MAY NOT BE ABLE TO OPERATE OUR PORTAL OR OUR BUSINESS PROFITABLY.
Our success depends upon our ability to develop and generate revenue from
electronic commerce activities on our portal website. If we are unable to
develop electronic commerce activities on our portal or if business-to-business
electronic commerce within the trucking industry does not grow or grows more
slowly than expected, our portal website and our business may not achieve or
maintain profitability. Many truck drivers may not have a computer for accessing
the Internet from their trucks which may adversely affect the growth of
electronic commerce in the trucking industry and on our portal.
IF THE INTERNET IS NOT ADOPTED AS AN ADVERTISING MEDIUM OR IF WE CANNOT
ATTRACT ADVERTISERS, OUR ADVERTISING REVENUES WILL NOT INCREASE AS PLANNED.
Our business model contemplates that we will generate significant advertising
revenue from sales of advertising in Connect!, our monthly television
programming guide and lifestyle magazine for truck drivers, and on our portal
website. We began publishing Connect! in July 1999 and launched our portal in
October 1999. If we do not successfully develop content for Connect! and the
portal that attracts a significant number of truck drivers and other trucking
industry participants, it is unlikely that we will be able to attract
advertisers. The growth of Internet advertising requires validation of the
Internet as an effective advertising medium. This validation has yet to fully
occur. Acceptance of the Internet among advertisers will also depend on growth
in the commercial use of the Internet. If we do not generate advertising revenue
or if widespread commercial use of the Internet does not develop, or if the
Internet does not develop as an effective and measurable medium for advertising,
our revenues will not increase as planned and we may not be able to operate our
portal website or business profitably.
OUR HIGH DEBT LEVELS MAY ADVERSELY AFFECT OUR ABILITY TO OPERATE AND EXPAND
OUR BUSINESS.
We have a significant amount of debt outstanding. On December 31, 1999, we had
$71.1 million of outstanding indebtedness. We may not be able to meet our debt
service requirements. We will be in default under the terms of the indenture
governing our 13% notes if we are unable to make required interest payments or
we otherwise fail to comply with the various covenants in the indenture. We are
required to make semiannual interest payments on our 13% notes in May and
November of each year. The 13% notes mature in May 2008. We have made the first
three interest payments and intend to make the next interest payment from funds
and securities in an escrow account. Beginning with the November 2000 scheduled
interest payment, we will be required to make these interest payments from our
available cash. A default would permit the holders of our 13% notes to
accelerate the maturity of these notes, which we may be unable to pay. Even if
we are able to pay these notes from our funds or from borrowed funds, we could
be prevented from continuing the buildout of our network, providing our current
and planned services and products or expanding our business. Even if we are able
to meet our debt service obligations, the amount of debt we have could adversely
affect us in a number of ways. For example, we could be required to dedicate a
substantial portion of our cash flow from operations to the payment of principal
and interest on our debt, thereby reducing the funds available for the growth of
our business.
14
<PAGE> 15
IF WE DO NOT MEET OUR OBLIGATIONS UNDER CONTRACTS WITH TRUCKSTOP OPERATORS,
THESE TRUCKSTOP OPERATORS MAY ENTER INTO CONTRACTS WITH OTHER PROVIDERS.
Most of our current revenues are generated from our operations at truckstops. We
expect that the provision of telecommunications, cable television and Internet
access services through our network will continue to be a primary source of
revenue for the foreseeable future. TravelCenters of America owns or operates
over 150 of the truckstops that we have under contract. We have contracted with
truckstop operators located throughout the United States. While most independent
truckstop owners who own a single truckstop execute a standard contract, the
contracts executed by truckstop chains that operate multiple truckstops vary
significantly. These contracts generally provide that the truckstop chains and
independent truckstop owners may terminate the contracts, and our exclusive
rights under the contracts, if we fail in any material respect to perform any of
our obligations under the contracts and fail to remedy the breach within 30 days
after we receive notice of the breach. Any failure by us to meet our contractual
obligations that results in the termination of our contracts could impair our
network and the sale of services over our network.
OUR CONTRACTS WITH TRUCKING ASSOCIATIONS TO INSTALL OUR NETWORK AT
APPROXIMATELY 300 MEMBER TRUCKSTOPS ARE NOT LEGALLY BINDING ON THEIR
MEMBERS AND MAY NOT RESULT IN THE INSTALLATION OF OUR NETWORK AT THESE
TRUCKSTOPS.
As of December 31, 1999, we had entered into contracts with the three largest
trucking associations representing more than 300 additional independent
truckstops pursuant to which these associations have agreed to permit us to
offer our services to their members. These associations do not have authority to
legally bind their members. Therefore, while each association has granted us the
right to offer cable television and telephone services to their members, this
contractual provision is not binding on any member. Prior to installation of our
network at an association member's truckstop, we must enter into a contract with
the association member granting us the right to install our network at the
member's truckstops. Accordingly, our contracts with truckstop associations may
not result in our network being installed at additional truckstop locations.
OUR TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES COMPETE WITH THOSE
OFFERED BY MANY WELL-ESTABLISHED COMPETITIVE PROVIDERS.
The market for telecommunications services, particularly long distance
telecommunications services, is highly competitive. Carriers compete principally
on the basis of ease of access, functionality and cost. Our telecommunications
services currently compete with traditional long distance services, with public
phones, cellular and other wireless telephones, calling cards, prepaid phone
cards, as well as collect call and toll-free number services. We believe that
drivers currently use public phones located at truckstops for a significant
number of the calls they make and we may not successfully attract drivers who
predominantly use these public phones. Moreover, we face particular constraints
in our ability to keep our prices competitive for our prepaid phone cards.
Specifically, our contractual arrangements with third parties relating to the
prepaid phone cards that we offer may make it difficult or impossible for us to
reduce our prices for prepaid long distance minutes to compete effectively on a
profitable basis. Finally, competitive pressures on companies like ours in the
long distance telecommunications sector, in particular, also seems likely to
increase with the entry of one or more Regional Bell Operating Companies into
their own home long distance markets, which appears imminent. Competition in the
markets for cable and other video services is becoming increasingly more
competitive. While our competition today largely consists of alternatives
located outside the truck cab and primarily in the truckstop (e.g., community
television and game rooms inside the truckstop), we believe that a small number
of professional truck drivers have purchased direct broadcast satellite dishes
to receive television programming in their cabs. Cable, direct broadcast
satellite, and other video service providers to such users as residential
apartment buildings could seek to compete by offering cable television
programming to truckstops. We may not be able to compete successfully against
these providers, most of which will have access to greater resources and provide
more programming than our network. Some of our competitors, including those
arising from the consolidation of or strategic alliances between
telecommunications and/or cable television companies are well established
companies with significantly greater financial, marketing and programming
resources than we have. Our failure to compete successfully with these and
future competitors, including those arising from the emergence or increased
utilization of new and developing technologies, could have a material adverse
effect on our financial condition and results of operation.
15
<PAGE> 16
COMPETITION FOR OUR CURRENT AND PLANNED INTERNET ACCESS SERVICES IS LIKELY
TO INCREASE IN THE FUTURE AND MAY PRECLUDE US FROM OFFERING THESE SERVICES
ON A PROFITABLE BASIS.
The market for providing Internet access is extremely competitive and highly
fragmented. There are no substantial barriers to entry, and we expect that
competition will continue to intensify. We may not be able to compete
successfully against current or future Internet service providers, many of whom
may have financial resources greater than ours. Increased competition could
cause us to increase the sales and marketing expenses related to our Internet
access services as well as cause our users to obtain Internet access from other
sources. We may not be able to offset the effects of these increased costs
through an increase in the number of subscribers to our Internet access service
and we may not have the resources to continue to compete successfully as an
Internet service provider. We believe that new competitors, including large
computer hardware and software, media, and telecommunications companies, will
continue to enter the Internet access market. As consumer awareness of the
Internet grows, existing competitors are likely to further increase their
emphasis on their Internet access services, resulting in even greater
competition. In addition, telecommunications companies may be able to offer
customers reduced communications costs in connection with these services,
reducing the overall cost of their Internet access solutions and significantly
increasing pricing pressures on our Internet access services. The ability of our
competitors to acquire other Internet service providers, to enter into strategic
alliances or joint ventures or to bundle other services and products with
Internet access could also put us at a significant competitive disadvantage. We
recently commenced the deployment of public Internet kiosks in the truckstops of
two major chains. There is at least one company that has installed
Internet/e-mail kiosks in a number of truckstops.
COMPETITION FOR OUR CURRENT AND PLANNED INTERNET PRODUCTS AND SERVICES IS
LIKELY TO INCREASE IN THE FUTURE AND MAY PREVENT US FROM ESTABLISHING
CUSTOMER AND ADVERTISING BASES FROM WHICH TO GENERATE REVENUES AS PLANNED.
Competition for Internet products and services and electronic commerce is
intense. We expect that competition will continue to intensify. Barriers to
entry are minimal, and competitors can launch new websites at a relatively low
cost. Various websites currently exist that provide content and commerce
solutions to the trucking community. Several of these websites have market
acceptance, established customer and advertising bases and offer a greater
variety of content and applications than our portal may initially offer. Our
competitors may develop new Internet products or services that are superior to,
or have greater market acceptance than, our products and services.
WE ARE DEPENDENT ON THIRD PARTIES FOR THE PUBLIC PHONE AND PREPAID PHONE
CARD OPERATIONS WE OFFER AND, IF THESE THIRD PARTIES DISCONTINUE DOING
BUSINESS WITH US, WE MAY NOT BE ABLE TO MAINTAIN THESE OPERATIONS IF WE ARE
UNABLE TO FIND ADEQUATE REPLACEMENTS.
We are currently dependent on third parties for the public phone and a portion
of the prepaid phone card operations that we offer truckstops. We are obligated
to provide public phone operations in the truckstops of one major chain. We have
contracted with a third party to provide these operations and do not intend to
provide this service directly. This third party's failure to provide public
phone operations would result in our breach of our contract with the truckstop
chain. Our system is currently unable to provide all of the components necessary
for prepaid phone card operations. Although we believe that other third parties
could provide these services for us or, over time, we could develop the systems
so that we could provide these services, any inability to rely on third party
systems without disruption prior to such development would eliminate our ability
to offer prepaid phone card operations to truckstops.
WE DEPEND ON THIRD PARTIES TO SUPPLY US WITH PROGRAMMING AND EQUIPMENT AND,
IF THESE THIRD PARTIES DISCONTINUE DOING BUSINESS WITH US, OUR ABILITY TO
PROVIDE COMPETITIVE TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES MAY
SUFFER IF WE ARE UNABLE TO FIND ADEQUATE REPLACEMENTS.
We purchase our satellite equipment, headend equipment, telephone switching
equipment, computer hardware and cable programming from outside suppliers and do
not have purchase agreements with any supplier other than our cable programming
supplier, Echostar Communications Corporation. We presently purchase our
satellite equipment and computer hardware from a sole supplier and we believe
that limited alternative sources for these items exist. If we were required to
purchase alternative telephone switching equipment from another source, it would
require the reprogramming of some of our software or if we were required to
purchase any alternative
16
<PAGE> 17
equipment from another source, it could require that we modify and redesign our
network in certain respects which, in each case, could result in service delays
and expense to us. In addition, we purchase the cable programming offered on our
network from Echostar. Although we believe that limited alternative sources for
cable programming exist, utilizing an alternative source could require
retrofitting certain equipment at each truckstop site and could result in an
interruption in our ability to offer cable television services through our
network for a limited period of time. If we are unable to obtain any of the
foregoing equipment, particularly telephone switching equipment, or cable
programming, our ability to buildout and operate our network and expand our
business in a timely fashion could suffer. We depend on a few third-party
suppliers of hardware components. Currently, we acquire routers used to provide
our networking services from only one source. From time to time, we have
experienced delayed delivery from some suppliers. If we are unable to develop
alternative sources of supply, if required, we could experience delays and
increased costs in expanding our network infrastructure.
SECURITY BREACHES OF OUR NETWORK AND INAPPROPRIATE USE BY INTERNET USERS
COULD DISRUPT OUR SERVICE AND PREVENT US FROM INCREASING OUR SUBSCRIBER
BASE AND DISRUPT TRANSACTIONS ON OUR NETWORK.
The future success of our business will depend on the security of our network
and, in part, on the security of the network infrastructures of our third-party
providers, over which we have no control. Despite the implementation of security
measures, our infrastructure is vulnerable to computer viruses or similar
disruptive problems. Computer viruses or problems caused by third parties,
including the sending of excessive volumes of unsolicited bulk e-mail or "spam,"
could lead to interruptions, delays, or cessation in service to our subscribers.
Third parties could also potentially jeopardize the security of confidential
information stored in our computer systems or our subscribers' computer systems
by their inappropriate use of the Internet, which could cause losses to us or
our subscribers or deter persons from subscribing to our services. Inappropriate
use of the Internet includes attempting to gain unauthorized access to
information or systems, commonly known as "cracking" or "hacking." Although we
intend to continue to implement security measures to prevent this, "hackers"
have circumvented security measures adopted by others in the past, and may be
able to circumvent our security measures in the future. To alleviate problems
caused by computer viruses or other inappropriate uses or security breaches, we
may have to interrupt, delay, or cease service to our subscribers, which could
result in cancellations of subscriptions, failures to renew subscriptions or
reduced sales of subscriptions. In addition, we expect that our subscribers will
increasingly use the Internet for commercial transactions in the future. Any
network malfunction or security breach could cause these transactions to be
delayed, not completed at all, or completed with compromised security.
Subscribers or others may assert claims of liability against us as a result of
any failure by us to prevent these network malfunctions and security breaches.
Until more comprehensive security technologies are developed, the security and
privacy concerns of existing and potential subscribers may inhibit the growth of
the Internet service industry in general and our subscriber base and revenues in
particular.
WE MAY INCUR SUBSTANTIAL EXPENSES OR DISCONTINUE CERTAIN SERVICES IF WE ARE
FOUND LIABLE FOR INFORMATION DISSEMINATED ON OUR NETWORK OR IF WE MUST
IMPLEMENT MEASURES TO REDUCE OUR EXPOSURE TO THESE LIABILITIES.
Since the law relating to liability of Internet service providers for
information carried on or disseminated through their networks is not settled,
even with the defenses available in Section 223 of the Communications Decency
Act of 1996 and the recent enactment of the Digital Millennium Copyright Acts,
we may be subject to such liability. A number of lawsuits have sought to impose
liability for defamatory speech, indecent materials and infringement of
copyrighted materials. The United States Supreme Court has let stand a lower
court ruling that an Internet service provider was protected from liability for
material posted on its system by a provision of the Communications Decency Act.
However, the findings in that case may not apply in other circumstances. Other
courts have held that online service providers and Internet service providers
may be subject to damages for copying or distributing copyrighted materials.
Provisions of the Communications Decency Act that imposed criminal penalties for
using an interactive computer service for transmitting obscene or indecent
communications have been found unconstitutional by the United States Supreme
Court. However, the Child Online Protection Act requires limits on access to
pornography and other material deemed "harmful to minors." This legislation
imposes criminal penalties and civil liability. Numerous states have adopted or
are adopting similar types of legislation. We may be subject to claims relating
to content that is published on or downloaded from our site. We also could be
subject to liability for content that is accessible from our website through
links to other websites or that is posted by users in chat rooms or bulletin
boards. Potential liability imposed on Internet service providers like us for
material carried on or
17
<PAGE> 18
disseminated through our network could require us to implement measures to
reduce our exposure to that liability. These measures may require us to spend
substantial resources or discontinue certain service offerings. We do not have
errors and omissions insurance that would cover claims relating to these risks.
The imposition of liability could expose us to significant costs and cause our
business to suffer.
WE MUST ADAPT TO TECHNOLOGY TRENDS AND EVOLVING CUSTOMER NEEDS OR WE WILL
NOT BE COMPETITIVE.
The services that we offer through our network are characterized by evolving
technology, changes in customer needs, rapidly growing competition and frequent
new product and service introductions. Our future success will depend, in part,
on our ability to:
- effectively use and offer leading technologies;
- continue to develop our technical expertise;
- enhance our current networking services;
- develop new products and services that meet changing customer needs;
- advertise and market our services; and
- influence and respond to emerging industry standards and other
technological changes.
We must accomplish these tasks in a timely and cost-effective manner. New
technologies, such as wireless data transmissions, or industry standards may
replace or provide lower cost alternatives to our existing products and services
or could render our existing products and services noncompetitive and adversely
affect their marketability. We also believe that our ability to compete
successfully depends on the continued compatibility and interoperability of our
services with products and architectures offered by other vendors. Although we
intend to support emerging standards in the market for the Internet and other
network connectivity, new industry standards could emerge, and we may not be
able to conform to these new standards in a timely fashion and maintain a
competitive position in the market. Our pursuit of necessary technological
advances and maintenance of technological compatibility may require substantial
time and expense.
BECAUSE WE DO NOT HAVE REMOTE BACK-UP FACILITIES, THE FAILURE OF OUR
COMPUTER AND COMMUNICATIONS HARDWARE SYSTEMS COULD RESULT IN CUSTOMER
DISSATISFACTION AND REDUCED USE OF OUR NETWORK.
We depend on the efficient and uninterrupted operation of our computer and
communications hardware systems in Coral Springs, Florida. However, we do not
have remote back-up facilities for our computer systems. Interruptions could
result from natural disasters, technical failures, including power loss, the
failure of telecommunications equipment and systems and similar events. Any
interruptions in the delivery of our services could result in customer
dissatisfaction and which in turn could adversely affect usage of our network
and our revenues.
OUR FAILURE TO COMPLY WITH THE BURDENSOME GOVERNMENT REGULATIONS OF THE
TELECOMMUNICATIONS INDUSTRY OR CHANGES IN THESE REGULATIONS COULD RESULT IN
OUR INABILITY TO PROVIDE CERTAIN SERVICES AND COULD DECREASE OUR REVENUES
AND INCREASE OUR COSTS.
Regulation of the telecommunications industry is changing rapidly. As a provider
of telecommunications services nationwide, we are subject to varying degrees of
regulation in each of the jurisdictions in which we provide our services. Laws
and regulations, and the interpretation of such laws and regulations, differ
significantly among the jurisdictions in which we operate. These laws and
regulations are, moreover, subject to changes as a result of ongoing regulatory
implementation proceedings, subject to review by courts and otherwise. This is
particularly true in regard to Internet services, which, while not heavily
regulated at this time, are the subject of intense debate over the degree that
they should be regulated in the future, if at all. There can be no assurance
that future regulatory, judicial and legislative changes will not have a
material adverse effect on the company, that regulators and/or third parties
will not raise material issues with regard to our compliance or non-compliance
with applicable regulations,
18
<PAGE> 19
and/or that we will be in compliance with all such laws and regulations at any
one point in time. Regulatory considerations that affect and may limit our
business include:
- certification, tariffing and other market entry requirements;
- requirements to obtain prior approval from or notify the FCC and state
public utility commissions of certain corporate actions including
transfers of control of certificated carriers, transfers of carrier
assets including customer bases, carrier stock offerings, the
incurrence by carriers of significant indebtedness and name changes; and
- universal service and other ongoing filing and, in some cases,
contribution requirements.
Delay or failure in complying with applicable regulations could result in
sanctions, including fines or other penalties, and our authorizations being
conditioned, modified, canceled, terminated or revoked, which would limit or
eliminate our ability to provide telecommunications services. Conditions,
modifications, cancellations, termination or revocation could result in a
significant loss of revenues and may cause our business to suffer. We may be
subject to sanctions, including fines, penalties, and/or revocation of our
existing authorizations for our provision of telecommunications services in
certain jurisdictions prior to our having obtained necessary regulatory
authorization. We may also be subject to fines or other sanctions for failure to
seek prior approval, where necessary, for certain corporate actions, and/or
failure to notify the FCC and/or state public utility commissions in a timely
enough fashion.
IF WE BECOME SUBJECT TO GOVERNMENTAL REGULATION OF CABLE TELEVISION
COMPANIES, WE COULD INCUR SIGNIFICANT COSTS AND THE CONTINUED BUILDOUT OF
OUR NETWORK COULD BE DELAYED.
Cable television companies are subject to extensive governmental regulation.
Because our cable system equipment is installed exclusively on private property,
we do not believe that we are subject to such regulations. Were we to be
required to comply with such regulations, however, our business may suffer due
to greatly increased expense, potential delay or prevention of the continued
buildout of our network and management distraction.
OUR INTERNET ACCESS SERVICE MAY BECOME REGULATED BY THE FEDERAL
COMMUNICATIONS COMMISSION OR OTHER GOVERNMENT AGENCIES WHICH COULD DECREASE
OUR REVENUES AND INCREASE OUR COSTS.
Internet service providers are not currently regulated like telecommunications
service providers by the Federal Communications Commission or any other United
States governmental agency. Nevertheless, Internet-related regulatory policies
are continuing to develop, primarily as determined by the industry itself, and
it is possible that we could be exposed to direct governmental regulation in the
future. For example, in its April 10, 1998 Report to Congress, while reaffirming
that Internet service providers should be classified as "information service
providers" rather than regulated "telecommunications providers" under the terms
of the Telecommunications Act of 1996, the FCC stated its intention to consider
whether to regulate voice and fax telephony services provided over the Internet
as "telecommunications" even though Internet access itself would not be
regulated. We cannot predict whether in the future the FCC will modify its
current policies against regulation of Internet service providers. Moreover, a
number of state commissions have initiated proceedings relating to the
regulation of, and adopted laws impacting, certain Internet-related services.
Others could do the same in the future. Due to the increasing popularity and use
of the Internet, it is possible that additional laws and regulations may be
adopted with respect to the Internet, covering issues such as content, privacy,
access to some types of content by minors, pricing, bulk e-mail or "spam,"
encryption standards, consumer protection, electronic commerce, taxation,
copyright infringement, and other intellectual property issues. Internet service
providers are, of course, subject to certain regulations applicable to
businesses generally. We cannot predict the impact, if any, that any future
regulatory changes or developments may have on our business, financial
condition, and results of operations. Changes in the regulatory environment
relating to the Internet services industry, including regulatory changes that
directly or indirectly affect telecommunications costs or increase the
likelihood or scope of competition from regional telephone companies or others,
could increase our costs and make it difficult for us to compete effectively.
19
<PAGE> 20
LIMITATIONS IMPOSED BY RESTRICTIVE COVENANTS COULD LIMIT HOW WE CONDUCT
BUSINESS AND OUR ABILITY TO GENERATE REVENUES AND PROFITS.
The indenture governing our 13% notes contains covenants that restrict our
ability to, among other things:
- incur additional debt;
- pay dividends and make other distributions;
- prepay subordinated indebtedness;
- repurchase capital stock;
- make investments and other restricted payments;
- engage in transactions with affiliates;
- engage in business other than the provision of telecommunications,
television, Internet and other related services to the trucking
industry;
- enter into sale and leaseback transactions;
- create liens;
- sell assets; and
- engage in mergers and consolidations and certain other events which
could cause an event of default.
As a result of these restrictions, we are limited in how we conduct our business
and we may be unable to raise additional debt or equity financing to operate
during general economic or business downturns, to compete effectively or to take
advantage of new business opportunities. This may affect our ability to generate
revenues and make profits.
THE PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW
THAT HINDER A CHANGE IN CONTROL COULD NEGATIVELY AFFECT OUR COMMON STOCK
PRICE, DISCOURAGE BIDS FOR OUR COMPANY OR REDUCE ANY PREMIUMS THAT COULD BE
PAID TO OUR STOCKHOLDERS.
Provisions of our certificate of incorporation and bylaws may discourage, delay
or make more difficult changes in control that are not approved by our board of
directors or prevent the removal of incumbent directors. The existence of these
provisions may have a negative impact on the price of the common stock and may
discourage third-party bidders from making a bid for our company or may reduce
any premiums paid to stockholders for their common stock. In addition, our 13%
notes are redeemable on changes in our control and the removal of directors
under certain circumstances, which may have a similar effect. In particular,
these provisions prohibit stockholder action by written consent, require advance
notice for nomination of directors and for stockholders proposals and allow only
the chairman of the board or a majority of the directors to all a special
stockholders' meeting. We have 8,750,000 shares of preferred stock authorized,
none of which is currently designated. As a result, our board of directors may
designate and issue preferred stock without stockholder approval. Furthermore,
as a Delaware corporation, we are subject to Section 203 of the Delaware General
Corporation Law. In general, this law prevents a person who becomes the owner of
15% or more of the corporation's outstanding voting stock from engaging in
specified business combinations for three years unless specified conditions are
satisfied.
OUR STOCK PRICE HAS BEEN AND WILL BE VOLATILE.
The stock market has experienced extreme price and volume fluctuations. The
market prices of the securities of Internet-related and technology companies
have been especially volatile. The trading prices of many Internet-related and
technology companies' stocks have reached historical highs within the last 52
weeks and have reflected relative valuations substantially above historical
levels. During the same period, these companies' market prices have also been
highly volatile and have recorded lows well below their historical highs. Until
recently, there has been no public market for our common stock. We cannot
predict the extent to which investor interest in PNV will lead to the
development of an active trading market or how liquid that market might become.
We have suffered significant declines in the market price of our common stock.
The trading price of our common stock may fluctuate in the future. In the past,
companies that have experienced volatility in the market price of their stock
have been the object of securities class action litigation. If we were the
object of securities class action litigation, it could result in substantial
costs and a diversion of our management's attention and resources.
FUTURE SALES OF OUR COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK PRICE.
We have a large number of shares of common stock outstanding and available for
resale beginning at various points in time in the future. The market price of
our common stock could decline as a result of sales of a large number of shares
of our common stock in the market, or the perception that such sales could
occur. These sales also might make it more difficult for us to sell equity
securities in the future at a price that we think is appropriate, or at all.
20
<PAGE> 21
WE MAY NOT HAVE IDENTIFIED ALL THE RISKS AND UNCERTAINTIES THAT WE MAY
FACE.
The risks described in this section or elsewhere in this report are not the only
ones that we may face. Although this report includes the material risks that we
are aware of at this time, additional risks that are not yet identified or that
we currently think are immaterial may materially adversely affect our business,
results of operations and financial condition in the future.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The following discusses our exposure to market risk related to changes in
interest rates, equity prices and foreign currency exchange rates. This
discussion contains forward-looking statements that are subject to risk and
uncertainties. Actual results could vary materially as a result of a number of
factors including those set forth entitled "Risk Factors." We do not use any
derivative financial instruments for hedging, speculative or trading purposes.
As of December 31, 1999, we had short-term investments and restricted
investments of approximately $63.2 million and $6.1 million, respectively.
Substantially all of the short-term investments consisted of highly liquid
investments with remaining maturities at the date of purchase of less than 90
days. The restricted investments consisted of US Treasury securities with
remaining maturities of less than one year. These investments are subject to
interest rate risk and will decrease in value if market interest rates
increases. A hypothetical increase or decrease in market interest rates by 10%
from the December 31, 1999 rates would cause the fair value of these investments
to decline by an insignificant amount. We have the ability to hold these
investments until maturity and, therefore, we do not expect our operating
results, cash flows or the value of these investments to be affected to any
significant degree by the effect of a sudden change in market interest rates.
Declines in interest rates over time will, however, reduce our interest income.
We do not own any equity investments. Therefore, we do not currently have any
direct equity price risk.
At December 31, 1999, we had fixed interest rate debt of $75.0 million. A
hypothetical increase or decrease in market interest rates by 10% from the
December 31, 1999 rates would not have a material impact on the fair market
value of this debt. We do not hedge any interest rate exposure.
All of our revenues are realized currently in U.S. dollars. In addition, we do
not maintain any asset or cash account balances in currencies other than the
United States dollar. Therefore, we do not believe that we currently have any
significant direct foreign currency exchange rate risk.
21
<PAGE> 22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Change in Certificate of Incorporation.
Upon the completion of our initial public offering on November 30, 1999, our
outstanding Series A preferred stock was redeemed and all of the outstanding
Series B, Series C and Series D preferred stock automatically converted into
common stock. Following this redemption and conversion, we filed Certificates
of Elimination to reflect the elimination of the designations relating to those
series of preferred stock.
(c) Sales of Unregistered Securities.
During the three months ended December 31, 1999, we issued the following equity
securities in transactions exempt from the Securities Act of 1933:
- In September 1999, upon the closing of the sale of our Series D
preferred stock, we issued to Volpe Brown Whelan & Company, LLC a
warrant to purchase 60,000 shares of common stock for $10.50 per share
which was exercisable for a five year period. In November 1999, Volpe
Brown Whelan & Company, LLC exercised this warrant under net exercise
provisions contained in the warrant. Under these provisions, in lieu of
payment of the exercise price in cash, Volpe Brown Whelan & Company,
LLC surrendered the warrant and received a net amount of shares, based
on the fair market value of the common stock at the time of the
exercise of the warrant, after deducting the exercise price. The fair
market value of the common stock was based on the mid-point of the
estimated price range of our initial public offering at the time of
exercise, or $16.00. Volpe Brown Whelan & Company, LLC received 20,625
shares of common stock upon exercise of this warrant.
- In November 1999, we agreed to issue to PACCAR Inc. warrants to
purchase an aggregate of 106,250 shares of common stock upon the
completion of our initial public offering. A warrant to purchase 31,250
shares will have an exercise price of $.01 per share and a warrant to
purchase 75,000 shares will have an exercise price equal to $17.00,
which was the initial public offering price in our initial public
offering. We agreed to issue these warrants in connection with a
contractual arrangement with the warrantholder.
- Upon the completion of our initial public offering, in November
1999, we issued 390,120 shares of common stock in payment of all
accrued dividends on its outstanding Series B, Series C and Series D
preferred stock. The fair market value of the common stock used to
determine the number of shares issuable in payment of accrued dividends
was $17.00 per share, the initial public offering price of our common
stock.
- In November 1999, we issued an aggregate of 2,000 shares of common
stock to former employees upon exercise of options for aggregate
consideration of $10,000.
- In November 1999, we issued 4,000 shares of common stock to U.S.Xpress,
Inc. upon the exercise of a warrant for total consideration of $42,000.
(d) Use of Proceeds from Sales of Registered Securities.
On November 30, 1999, we completed an initial public offering of our common
stock. The managing underwriters in this offering were CIBC World Markets, Allen
& Company Incorporated, Volpe Brown Whelan & Company and William Blair &
Company. The shares of common stock sold in the offering were registered under
the Securities Act of 1933, as amended, under a registration statement on Form
S-1 (Reg. No. 333-87343) that was declared effective by the SEC on November 23,
1999. Pursuant to the Registration Statement, 3,750,000 shares of common stock
were sold at a price to the public of $17.00 per share. The aggregate offering
22
<PAGE> 23
price of the initial public offering to the public was $63,750,000. In
connection with this offering, we paid an aggregate of $4,462,050 in
underwriting discounts to the underwriters. Additional related expenses incurred
by us through December 31, 1999 were approximately $1,800,000. The net proceeds
to us from the initial public offering, after deducting underwriting discounts
and commissions and other offering expenses, were approximately $57,450,000.
Of the net proceeds, we used approximately $4,859,000 to redeem our Series A
preferred stock and as of December 31, 1999 we had not used any additional net
proceeds. Pending use of the net proceeds we have invested these funds in
short-term, investment grade, interest-bearing securities.
Other than amounts paid in connection with the redemption of the Series A
preferred stock held by entities affiliated with Patricof & Co. Ventures, Inc.,
with which two of our directors are affiliated and which, as of December 31,
1999 beneficially owns approximately 15% of PNV's outstanding common stock, none
of the net proceeds of our initial public offering were paid directly or
indirectly to any director or officer or their associates, any person owning 10%
or more of any class of our equity securities of PNV, or any affiliate.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective October 25, 1999, our stockholders approved by written consent:
- an amendment to our certificate of incorporation to change the
company's name to "PNV Inc.;"
- the amendment of the certificates of designations of the Series A,
Series B, Series C and Series D preferred stock to permit automatic
redemption of the Series A preferred stock and automatic conversion of
the Series B, Series C, and Series D preferred stock in connection with
its preferred stock;
- the amendment and restatement of its certificate of incorporation in
connection with its initial public offering; and
- the amendment and restatement of its bylaws in connection with its
initial public offering.
The number of shares voting in favor of the resolutions were 4,328,614 shares of
common stock, 388,065 shares of Series A preferred stock, 1,372,370 shares of
Series B preferred stock, 2,351,543 shares of Series C preferred stock and
3,000,000 shares of Series D preferred stock. The holders of 2,832 shares of
common stock either abstained from voting or refused to vote in favor of the
resolutions by their failure to submit a signed copy of the written consent.
ITEM 5. OTHER INFORMATION.
None
23
<PAGE> 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
3.1 Certificate of Elimination of Series A Redeemable Preferred
Stock, dated as of December 21, 1999.
3.2 Certificate of Elimination of Series B 7% Convertible
Preferred Stock, dated as of December 21, 1999.
3.3 Certificate of Elimination of Series C 7% Convertible
Preferred Stock, dated as of December 21, 1999.
3.4 Certificate of Elimination of Series D 7% Convertible
Preferred Stock, dated as of December 21, 1999.
10.1* Letter Agreement dated November 18, 1999 by and between the
Company and PACCAR.com, a division of PACCAR Inc.
27.1 Financial Data Schedule
------------
* Incorporated by reference to the Company's registration Statement on
Form S-1 (Registration No. 333-87343), filed with the Securities and
Exchange Commission on September 17, 1999.
(b) Reports on Form 8-K (for SEC use only)
No reports on Form 8-K were filed on behalf of PNV during the three months ended
December 31, 1999.
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PNV INC.
/s/ Robert P. May
----------------------------------------
Robert P. May, Chief Executive Officer
Date: February 14, 2000 /s/ R. Michael Brewer
----------------------------------------
R. Michael Brewer, Vice President - Finance
25
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
OF SERIES A REDEEMABLE
PREFERRED STOCK OF
PNV INC.
-----------------------------------------
Pursuant to Section 151 (g) of the General
Corporation Law of the State of Delaware
-----------------------------------------
PNV Inc., a corporation organized and existing by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that the following resolution was duly adopted by the Board of Directors
of the Corporation at a meeting duly held on October 25, 1999:
RESOLVED, that no shares of the Corporation's Series A Redeemable
Preferred Stock ("Series A Preferred Stock") are outstanding and none shall be
issued by the Corporation pursuant to the Certificate of Designations
designating the powers, designations, preferences, rights, qualifications,
limitations and restrictions of the Series A Preferred Stock filed with the
Secretary of State of the State of Delaware on October 30, 1995, as amended on
November 12, 1996, August 22, 1997, May 7, 1998, September 15, 1999, and
November 3, 1999, and that the Series A Preferred Stock be eliminated and the
number of designated shares of the Series A Preferred Stock be reduced to zero,
and that all 627,630 shares of the Series A Preferred Stock resume the status
which they had prior to the adoption of the first resolution of this Board of
Directors setting forth the powers, designations, preferences, rights,
qualifications, limitations, and restrictions of the Series A Preferred Stock,
which status is that of authorized but undesignated preferred stock of the
Corporation, par value $.01 per share.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Robert P. May, its Chief
Executive Officer on this 21st day of December, 1999.
PNV INC.
By: /s/ ROBERT P. MAY
-----------------------------------
Robert P. May, Chief Executive Officer
<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF ELIMINATION
OF SERIES B 7% CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF
PNV INC.
-----------------------------------------
Pursuant to Section 151 (g) of the General
Corporation Law of the State of Delaware
-----------------------------------------
PNV Inc., a corporation organized and existing by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that the following resolution was duly adopted by the Board of Directors
of the Corporation at a meeting duly held on October 25, 1999:
RESOLVED, that no shares of the Corporation's Series B 7% Cumulative
Convertible Preferred Stock ("Series B Preferred Stock") are outstanding and
none shall be issued by the Corporation pursuant to the Certificate of
Designations designating the powers, designations, preferences, rights,
qualifications, limitations and restrictions of the Series B Preferred Stock
filed with the Secretary of State of the State of Delaware on November 12, 1996,
as amended on August 22, 1997, May 7, 1998, (as corrected on November 9, 1998),
June 3, 1999, September 15, 1999, and November 3, 1999, and that the Series B
Preferred Stock be eliminated and the number of designated shares of the Series
B Preferred Stock be reduced to zero, and that all 1,372,370 shares of the
Series B Preferred Stock resume the status which they had prior to the adoption
of the first resolution of this Board of Directors setting forth the powers,
designations, preferences, rights, qualifications, limitations, and restrictions
of the Series B Preferred Stock, which status is that of authorized but
undesignated preferred stock of the Corporation, par value $.01 per share.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Robert P. May, its Chief
Executive Officer on this 21st day of December, 1999.
PNV INC.
By: /s/ ROBERT P. MAY
-----------------------------------
Robert P. May, Chief Executive Officer
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF ELIMINATION
OF SERIES C 7% CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF
PNV INC.
-----------------------------------------
Pursuant to Section 151 (g) of the General
Corporation Law of the State of Delaware
-----------------------------------------
PNV Inc., a corporation organized and existing by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that the following resolution was duly adopted by the Board of Directors
of the Corporation at a meeting duly held on October 25, 1999:
RESOLVED, that no shares of the Corporation's Series C 7% Cumulative
Convertible Preferred Stock ("Series C Preferred Stock") are outstanding and
none shall be issued by the Corporation pursuant to the Certificate of
Designations designating the powers, designations, preferences, rights,
qualifications, limitations and restrictions of the Series C Preferred Stock
filed with the Secretary of State of the State of Delaware on August 22, 1997,
as corrected on April 7, 1998, and as amended on May 7, 1998, June 3, 1999,
September 15, 1999, and November 3, 1999, and that the Series C Preferred Stock
be eliminated and the number of designated shares of Series C Preferred Stock be
reduced to zero, and that all 3,750,000 shares of the Series C Preferred Stock
resume the status which they had prior to the adoption of the first resolution
of this Board of Directors setting forth the powers, designations, preferences,
rights, qualifications, limitations, and restrictions of the Series C Preferred
Stock, which status is that of authorized but undesignated preferred stock of
the Corporation, par value $.01 per share.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Robert P. May, its Chief
Executive Officer on this 21st day of December, 1999.
PNV INC.
By: /s/ ROBERT P. MAY
----------------------------------------
Robert P. May, Chief Executive Officer
<PAGE> 1
EXHIBIT 3.4
CERTIFICATE OF ELIMINATION
OF SERIES D 7% CUMULATIVE CONVERTIBLE
PREFERRED STOCK OF
PNV INC.
-----------------------------------------
Pursuant to Section 151 (g) of the General
Corporation Law of the State of Delaware
-----------------------------------------
PNV Inc., a corporation organized and existing by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that the following resolution was duly adopted by the Board of Directors
of the Corporation at a meeting duly held on October 25, 1999:
RESOLVED, that no shares of the Corporation's Series D 7% Cumulative
Convertible Preferred Stock ("Series D Preferred Stock") are outstanding and
none shall be issued by the Corporation pursuant to the Certificate of
Designations designating the powers, designations, preferences, rights,
qualifications, limitations and restrictions of the Series D Preferred Stock
filed with the Secretary of State of the State of Delaware on September 15,
1999, and as amended on November 3, 1999, and that the Series D Preferred Stock
be eliminated and the number of designated shares of Series D Preferred Stock be
reduced to zero, and that all 3,000,000 shares of the Series D Preferred Stock
resume the status which they had prior to the adoption of the first resolution
of this Board of Directors setting forth the powers, designations, preferences,
rights, qualifications, limitations, and restrictions of the Series D Preferred
Stock, which status is that of authorized but undesignated preferred stock of
the Corporation, par value $.01 per share.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Robert P. May, its Chief
Executive Officer on this 21st day of December, 1999.
PNV INC.
By: /s/ ROBERT P. MAY
----------------------------------------
Robert P. May, Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1999 AND THE STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,187,652
<SECURITIES> 69,241,852
<RECEIVABLES> 1,253,372
<ALLOWANCES> 94,534
<INVENTORY> 807,938
<CURRENT-ASSETS> 77,099,318
<PP&E> 47,956,486
<DEPRECIATION> 10,636,410
<TOTAL-ASSETS> 119,537,842
<CURRENT-LIABILITIES> 6,437,378
<BONDS> 71,078,896
0
0
<COMMON> 15,724
<OTHER-SE> 41,733,321
<TOTAL-LIABILITY-AND-EQUITY> 119,537,842
<SALES> 7,209,986
<TOTAL-REVENUES> 7,209,986
<CGS> 13,470,110
<TOTAL-COSTS> 13,470,110
<OTHER-EXPENSES> 19,005,274
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,298,896
<INCOME-PRETAX> (29,712,373)
<INCOME-TAX> 0
<INCOME-CONTINUING> (29,712,373)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29,712,373)
<EPS-BASIC> (7.84)
<EPS-DILUTED> (7.84)
</TABLE>
