<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 1999
/ / Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from_______to_______
Commission file number 000-25205
------------
CELLPOINT INC.
------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 52-2032380
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SOFIELUNDSVAGEN 4, S-191 47, SOLLENTUNA, SWEDEN
------------------------------------------------------------
(Address of principal executive offices)
011-468-544-90000
--------------------------
(Issuer's telephone number, including area code)
_____________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes ________ No ________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: AS OF FEBRUARY 14, 1999:
9,390,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the Company's second fiscal
quarter ended December 31, 1999 are attached to this Report, commencing at page
F-1.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CellPoint Inc. and its subsidiaries, CellPoint Systems AB and
CellPoint Systems S.A. (Pty) Ltd., are development stage companies (collectively
referred to as the "Company"). The Company has limited operating history upon
which an evaluation of the Company's prospects can be made. The Company's
prospects must be considered keeping in mind the risks, expenses, and
difficulties frequently encountered in the establishment of a new business in an
ever changing industry and the research, development, manufacture, distribution,
and commercialization of technology, procedures, and products and related
technologies. There can be no assurance that unanticipated technical or other
problems will not occur which would result in material delays in product
commercialization or that the efforts of the Company will result in successful
product commercialization. There can be no assurance that the Company will be
able to achieve profitable operations.
The report of the Company's independent accountants, BDO
International AB, on the Company's financial statements for the fiscal years
ended June 30, 1998 and June 30, 1999, includes a statement that the Company is
a development stage company, with no revenues, which has sustained losses from
operations since inception. The auditors have stated that there is substantial
doubt about the ability of the Company to continue as a going concern. Investors
in the Company's shares should review carefully the report of BDO International
AB. There can be no assurances that the Company will be able to continue as a
going concern.
Except for historical information, the material contained in
this Management's Discussion and Analysis or Plan of Operation is
forward-looking. This discussion includes, in addition to historical
information, forward-looking statements, which involve risks and uncertainties.
The Company's actual results could differ materially from the results discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences are discussed below and elsewhere in the Registration Statement
on Form 10-SBA-2 on file with the Securities and Exchange Commission. These
risks and uncertainties include the rate of market development and acceptance of
cellular positioning technology, the unpredictability of the Company's sales
cycle, the limited revenues and significant operating losses generated to date,
and the possibility of significant ongoing capital requirements. For the
purposes of the safe harbor protection for forward-looking statements provided
by the Private Securities Litigation Reform Act of 1995, readers are urged to
review the list of certain important factors set forth in "Cautionary Statement
for Purposes of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995".
For purposes of the discussion contained herein, all
information is reported on a consolidated basis for the Company and its
wholly-owned subsidiaries.
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<PAGE>
RESULTS OF OPERATIONS
QUARTER ENDED DECEMBER 31, 1999
The Company commenced operations in February 1997. The Company
has had only minimal commercial revenues to date and has relied solely upon
proceeds from the sale of its securities to fund its operations.
The Company has funded its operations to date out of proceeds
from equity offerings. During the quarter ended December 31, 1999, the Company
earned revenue of $272,444 from its contracts, as compared to no revenues in the
quarter ended December 31, 1998. For the quarter ended December 31, 1999,
the Company incurred a net loss of ($1,910,384), as compared to a net loss of
($526,097) during the quarter ended December 31, 1998.
During the quarter ending December 31, 1999, the Company
had total operating expenses of $1,884,410, which represents a significant
increase over $534,797 of operating expenses during the comparable quarter in
1998. This increase resulted from the Company's efforts in expanding its
operations to achieve commercialization of the technology, increasing its
marketing and development activities and expanding its staff, and also
includes depreciation and amortization expenses of $509,804 primarily related
to the purchased technology and Matrix franchising concept. The Company also
incurred financial items of $298,418 during the second quarter, which is
mostly attributable to the interest costs and original issue discount
associated with the $2,000,000 bridge financing closed in August 1999.
The average cash outflow for operations per month during the
quarter was approximately $450,000, consisting of salaries and personnel costs
(approximately $180,000), rent and other facilities (approximately $10,000),
marketing and selling expenses (approximately $95,000), professional services
(approximately $130,000), insurance ($1,000), and computers and equipment
($32,000).
The number of employees at December 31, 1999 was 37, an
increase from 31 at the June 30, 1999 fiscal year-end.
From the Company's inception (February 1997) through
December 31, 1999, the Company has had only $353,763 in commercial revenues.
At December 31, 1999, the Company had an accumulated loss from operations of
($6,622,797) and an accumulated deficit of ($7,504,712). While the Company
has begun to realize a minimal level of revenues from commercial operations
subsequent to December 31, 1999, there can be no assurances that the Company
will be able to expand its revenue-generating operations or that its
operations will be profitable.
SIX MONTHS ENDED DECEMBER 31, 1999
For the six-month period ended December 31, 1999, the Company
had revenues of $353,763 from commercial operations. The Company incurred a loss
of ($3,698,369) for such six-month
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<PAGE>
period, as compared to a loss of ($810,348) for the six months ended December
31, 1998. Selling, general and administrative expenses were $1,980,381,
excluding depreciation and amortization expense of $1,019,039 during the six
months ended December 31, 1999. For the six months ended December 31, 1998,
selling, general and administrative expenses were $789,320, and depreciation and
amortization expense of $18,443.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had $7,145,031 in current
assets and $608,094 in current liabilities. The Company had working capital
of $6,536,937. Cash and cash equivalents amounted to $6,691,344. At June 30,
1999, the Company had total current assets of $236,193 and total current
liabilities of $595,640.
The Company's stockholders' equity was $17,158,129 at
December 31, 1999, including an accumulated deficit of ($7,504,712), as
compared to stockholders' equity of $11,160,902 and an accumulated deficit of
($3,806,343) at its fiscal year end of June 30, 1999. The Company will have a
tax liability in Sweden to the extent that any options held by employees of
the Company are exercised; however, to date, such liability has not been
incurred since no options have been exercised. In addition, because the
shares underlying such options have not yet been registered under the
Securities Act of 1933, as amended, the Company does not expect to incur
such tax expense in the near future.
In August 1999, the Company completed a bridge financing in
which it issued $2,000,000 of promissory notes and 180,000 common stock purchase
warrants. The bridge notes bore interest at 12% per annum and were scheduled to
mature in August 2000. Of the warrants issued, 100,000 warrants have an exercise
price of $7.49 per share and 80,000 warrants have an exercise price of $8.04 per
share. Madison Securities, Inc. ("Madison") of Chicago, Illinois acted as
placement agent for the bridge financing. Madison received commissions equal to
5% of the gross proceeds of the financing plus a $50,000 due diligence retainer.
In addition, Madison received warrants to purchase an aggregate of 100,000
shares of Common Stock, at an exercise price of $7.49 per share. The bridge
notes and warrants were sold pursuant to an exemption from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. The
bridge notes were repaid in October 1999 out of the proceeds from a private
placement. See "Private Placement" below.
PRIVATE PLACEMENT
In September 1999, the Company commenced a private offering
of its Common Stock for a minimum of $3,000,000 and a maximum of $10,000,000.
Such offering consisted of Units of 11,250 shares of Common Stock each, at an
initial offering price of $100,000. On October 29, 1999, the Company closed
the first tranche of such offering, issuing an aggregate of 393,750 shares of
Common Stock for gross proceeds of $3,500,000. In such offering, $1,200,000
of bridge notes were exchanged for shares of Common Stock and $841,557 of the
gross proceeds were used to repay in full the balance of the bridge notes
plus interest accrued on all bridge notes. After paying underwriting
commissions, the Company received $1,108,443 in proceeds from the first
tranche of the offering. As of November 12, 1999, the Company closed the
second and final tranche of the private placement, issuing an aggregate of
731,250 shares for gross proceeds of $6,500,000. Madison acted as placement
agent for the private placement. The Company paid Madison commissions equal
to 7% of the gross proceeds from the financing plus a non-accountable expense
allowance equal to 3% of the gross proceeds from the financing. In addition,
Madison received warrants to purchase an aggregate number of shares of Common
Stock of the Company equal to 10% of the aggregate number of shares of Common
Stock placed by Madison in the offering. The warrants issued to Madison have
an exercise price of $8.89 per share and are exercisable from the date which
is the first anniversary of the closing of such offering through the third
anniversary of such closing date. The Units and the shares of Common Stock
were offered and sold pursuant to an exemption from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
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<PAGE>
The Company will use the additional capital raised in the
private placement to implement its business strategies, including (i) the
payment of increased operating expenses such as salaries for additional
employees; and (ii) the expansion of marketing and development activities.
The Company currently anticipates that its working capital on hand will be
sufficient to fund its operations for at least the next twelve months. No
assurance can be given, however, that the Company will have access to the
capital markets in the future, or that financing will be available on
acceptable terms to satisfy the cash requirements of the Company to implement
its business strategies. The inability of the Company to access the capital
markets or obtain acceptable financing could have a material adverse effect
on the results of operations and financial conditions of the Company. If, as
the Company expands its operations, adequate funds are not available, the
Company may be required to curtail operations significantly or to obtain
funds through entering into arrangements with collaborative partners or
others that may require the Company to relinquish rights to certain of its
technologies or product candidates that the Company would not otherwise
relinquish. If the Company decides to expand its business faster, or to
geographic areas outside of Europe, the Company may need to raise further
capital.
YEAR 2000 ISSUES
Many computer systems may have experienced problems handling
dates beyond the year 1999. Therefore, some computer hardware and software will
need to be modified prior to the year 2000 in order to remain functional. The
Company undertook a Year 2000 project to address the Company's readiness
and exposure to Year 2000 issues. The Company has assessed its exposure to Year
2000 issues in terms of its products, internally used operating systems,
software, and other technology, and third party vendors and suppliers. To date,
the Company has not experienced any material Year 2000 problems, although there
can be no assurances that such problems will not arise as the Company and its
vendors and suppliers operate their respective businesses in the early part of
2000. The Company will continue to monitor its systems and those of its vendors
and suppliers.
-4-
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In August 1999, the Company completed a bridge financing in
which it issued $2,000,000 of promissory notes and 180,000 common stock purchase
warrants. The bridge notes bore interest at 12% per annum and were scheduled to
mature in August 2000. Of the warrants issued, 100,000 warrants have an exercise
price of $7.49 per share and 80,000 warrants have an exercise price of $8.04 per
share. Madison Securities, Inc. ("Madison") of Chicago, Illinois acted as
placement agent for the bridge financing. Madison received commissions equal to
5% of the gross proceeds of the financing plus a $50,000 due diligence retainer.
In addition, Madison received warrants to purchase an aggregate of 100,000
shares of Common Stock, at an exercise price of $7.49 per share. The bridge
notes and warrants were sold pursuant to an exemption from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. The
bridge notes were repaid in October 1999 out of the proceeds from a private
placement.
In September 1999, the Company commenced a private offering
of its Common Stock for a minimum of $3,000,000 and a maximum of $10,000,000.
Such offering consisted of Units of 11,250 shares of Common Stock each, at an
initial offering price of $100,000. On October 29, 1999, the Company closed
the first tranche of such offering, issuing an aggregate of 393,750 shares of
Common Stock for gross proceeds of $3,500,000. In such offering, $1,200,000
of bridge notes were exchanged for shares of Common Stock and $841,557 of the
gross proceeds were used to repay in full the balance of the bridge notes
plus interest accrued on all bridge notes. After paying underwriting
commissions, the Company received $1,108,443 in proceeds from the first
tranche of the offering. As of November 12, 1999, the Company closed the
second and final tranche of the private placement, issuing an aggregate of
731,250 shares for gross proceeds of $6,500,000. Madison acted as placement
agent for the private placement. The Company paid Madison commissions equal
to 7% of the gross proceeds from the financing plus a non-accountable expense
allowance equal to 3% of the gross proceeds from the financing. In addition,
Madison received warrants to purchase an aggregate number of share of Common
Stock of the Company equal to 10% of the aggregate number of shares of Common
Stock placed by Madison in the offering. The warrants issued to Madison have
an exercise price of $8.89 per share and are exercisable from the date which
is the first anniversary of the closing of such offering through the third
anniversary of such closing date. The Units and the shares of Common Stock
were offered and sold pursuant to an exemption from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 30, 1999, the Company held its annual meeting. At
the meeting, the shareholders voted on (i) the proposal to re-elect each of the
nominated current directors of the Company, (ii) the proposal to approve the
adoption of an amendment to the Company's 1998 Stock
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<PAGE>
Incentive Plan and (iii) the proposal to ratify the appointment of BDO
International AB as the independent auditors of the Company.
The proposal to elect Lynn Duplessis as a director of the
Company was approved by a vote of 5,229,589 votes in favor of her election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Lynn Duplessis.
The proposal to elect Peter Henricsson as a director of the
Company was approved by a vote of 5,229,589 votes in favor of his election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Peter Henricsson.
The proposal to elect Mats Jonnerhag as a director of the
Company was approved by a vote of 5,229,589 votes in favor of his election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Mats Jonnerhag.
The proposal to elect Bengt Nordstrom as a director of the
Company was approved by a vote of 5,229,589 votes in favor of his election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Bengt Nordstrom.
The proposal to elect Albert van Urk as a director of the
Company was approved by a vote of 5,229,589 votes in favor of his election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Albert van Urk.
The proposal to elect Kjell Wallman as a director of the
Company was approved by a vote of 5,229,589 votes in favor of his election, with
0 votes against and no abstentions and broker non-votes, representing a vote of
100% of the votes cast in favor of the election of Kjell Wallman.
The proposal to approve the adoption of an amendment to the
Company's 1998 Stock Incentive Plan was approved by a vote of 4,960,675 votes in
favor, with 0 votes against and 268,914 abstentions and no broker non-votes,
representing a vote of 100% of the votes cast in favor of the proposal.
The proposal to ratify the appointment of BDO International AB
as the independent auditors of the Company was adopted by a vote of 5,229,589
votes in favor of the proposal, with 0 votes against and no abstentions and
broker non-votes, representing a vote of 100% of the votes cast in favor of the
proposal.
ITEM 5. OTHER INFORMATION
On October 4, 1999, Technor International, Inc. changed its
name to "CellPoint Inc." The Company also changed its Nasdaq trading symbol from
"TNOR" to "CLPT".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 27 Financial Data Schedule
b. Reports on Form 8-K
i. Current Report on Form 8-K, filed September
23, 1999, as amended on October 26, 1999.
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<PAGE>
ii. Current Report on Form 8-K, filed October 5,
1999.
iii. Current Report on Form 8-K, filed December 8,
1999.
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<PAGE>
CELLPOINT INC. AND SUBSIDIARIES
(A Development Stage Company)
Index to Consolidated Financial Statements (Unaudited)
as of and for the Quarter Ended December 31, 1999
Consolidated Balance Sheets as of December 31, 1999
(Unaudited) and June 30, 1998 (Audited) F-2
Consolidated Statements of Operations for the three
months ended December 31, 1999 and 1998 (Unaudited), for the six
months ended December 31, 1999 and 1998 (Unaudited), and for the
period from February 28, 1997 (inception) through December 31, 1999
(Unaudited)
F-4
Consolidated Statements of Comprehensive Income for the periods ended
December 31, 1999 and 1998 (Unaudited) and the period
from February 28, 1997 (inception) through December 31, 1999
(Unaudited) F-5
Consolidated Statements of Cash Flows for the periods ended
December 31, 1999 and 1998 (Unaudited) and the period
from February 28, 1997 (inception) through December 31, 1999
(Unaudited) F-6
Notes to Consolidated Financial Statements F-8
F-1
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
(Amounts in US$)
<TABLE>
<CAPTION>
DECEMBER 31, 1999 JUNE 30, 1999
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $6,691,344 $180,073
Accounts receivable 236,129 --
Other assets 15,793 15,990
Prepaid expenses 41,679 19,597
Other receivables 160,086 20,533
------------ ------
TOTAL CURRENT ASSETS 7,145,031 236,193
LONG-TERM ASSETS:
Purchased technology, net of amortization of
$1,208,338 and $483,336, respectively 8,941,662 9,666,664
Matrix franchising concept, net of amortization of $277,779
and $111,112, respectively 722,221 888,888
Employment contracts, net of amortization of
$170,831 and $68,331, respectively 252,159 354,657
Investment 500,000 500,000
Machinery and equipment, net of depreciation of
$71,015 and $46,142, respectively 205,150 110,140
------- -------
TOTAL LONG-TERM ASSETS 10,621,192 11,520,349
---------- ----------
TOTAL ASSETS $17,766,223 $11,756,542
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $85,041 $210,732
Accounts Payable 281,405 39,518
Deferred Revenue - - 58,690
Due to Shareholders - - 150,000
Due to Affiliate - - 123,799
Other Current Liabilities 241,648 12,901
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TOTAL CURRENT LIABILITIES 608,094 595,640
------- -------
TOTAL LIABILITIES 608,094 595,640
------- -------
</TABLE>
See accompanying notes to consolidated financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
STOCKHOLDERS' EQUITY:
Preferred shares ($0.001 par value; 3,000,000 -- - -
shares authorized, no shares issued)
Common stock ($0.001 par value; 22,000,000
shares authorized, 9,390,000 shares issued and
6,665,000 shares issued) 9,390 8,190
Additional paid-in capital 24,620,173 14,961,373
Cumulative translation adjustment 33,278 (2,318)
Accumulated deficit (7,504,712) (3,806,343)
----------- ------------
TOTAL STOCKHOLDERS' EQUITY 17,158,129 11,160,902
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $17,766,223 $11,756,542
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Amounts in US$)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Period from February
--------------------------------- --------------------------------- 28, 1997 (inception)
December 31, December 31, December 31, December 31, through
1999 1998 1999 1998 December 31, 1999
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sales, net $ 272,444 $ - - $ 353,763 $ -- $ 353,763
----------- ---------- ------------ --------- ---------
Selling, general and
administrative
expenses (1,312,327) (524,727) (1,980,381) (789,320) (4,146,063)
Professional Fees (62,279) - - (243,534) -- (1,102,670)
Depreciation and
amortization (509,804) (10,070) (1,019,039) (18,443) (1,727,827)
--------- -------- ----------- -------- --------------
TOTAL OPERATING
EXPENSES (1,884,410) (534,797) (3,242,954) (807,763) (6,976,560)
----------- ---------- ------------ --------- ---------
Loss from operations (1,611,966) (534,797) (2,889,191) (807,763) (6,622,797)
----------- ---------- ------------ --------- ---------
Interest expense, net
of interest income
and other (298,418) (8,100) (809,178) (2,585) (881,915)
----------- ---------- -------- ------- ---------
NET LOSS $(1,910,384) $(526,697) $(3,698,369) $ (810,348) $(7,504,712)
=========== ========= =========== ========== ===========
Net loss per share
basic and diluted $ (0.22) $ (0.07) $ (0.43) $ (0.11)
=========== ============ =========== ===========
Weighted average
shares outstanding
basic and diluted 8,863,750 7,440,000 8,525,875 7,440,000
</TABLE>
See accompanying notes to consolidated financial statements
F-4
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statement of Comprehensive Income
(Amounts in US$)
<TABLE>
<CAPTION>
Period from
February 28,
Six Months Ended 1997
(inception)
through
December 31, December 31, December 31,
1999 1998 1999
(Unaudited) (Unaudited) (Unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
Net loss $ (3,698,369) $ (810,348) $(7,504,712)
Other comprehensive
income (loss)
Currency translation
adjustment 35,596 (1,113) 33,278
--------------- ------------- -------------
Comprehensive loss for $(3,662,773) $(811,461) $(7,471,434)
fiscal year ============ ========== ============
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
CELLPOINT INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flow
(Amounts in US$)
<TABLE>
<CAPTION>
Six Months Ended
Period from February 28,
December December 1997 (inception) through
31, 1999 31, 1998 December 31, 1999
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net loss............................ $(3,698,369) $(810,348) $(7,504,712)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization....... 1,619,040 18,443 1,727,827
Noncash financing costs............. 660,000 -- 660,000
CHANGES IN OPERATING
ASSETS AND LIABILITIES:
Subscription receivables......... -- 2,379,472 --
(Increase) decrease in
accounts receivable.............. (236,129) -- (236,129)
(Increase) decrease in
prepaid expenses................. (22,082) (34,020) (41,679)
(Increase) decrease in
other receivables................ (139,356) (29,553) (160,086)
Increase in accrued
expenses and other
current liabilities.............. 44,366 (462,299) 337,410
Increase (decrease) in
accounts payable................. 241,887 (119,418) 281,405
Decrease in due to affiliate..... 123,799 -- --
----------- ------------- ------------
NET CASH USED IN OPERATING
ACTIVITIES.......................... (2,254,442) 942,277 (4,935,964)
----------- ------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of technology.............. -- -- (50,000)
Purchase of shares in
subsidiary and affiliate............ -- -- (950,000)
Purchase of fixed assets............ (119,883) (23,464) (285,723)
--------- -------- ---------
NET CASH USED IN INVESTING
ACTIVITIES.......................... (119,883) (23,464) (1,285,723)
--------- -------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Advances (payments) of
stockholders' loans................. (150,000) -- --
Proceeds from notes payable......... 2,000,000 -- 2,000,000
</TABLE>
F-6
<PAGE>
<TABLE>
<S> <C> <C>
Net proceeds from issuance
of shares........................... 9,000,000 -- 12,879,753
Payments for notes payable.......... (2,000,000) -- (2,000,000)
----------- ---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES................ 8,850,000 -- 12,879,793
----------- ---------- -----------
Effect of changes in
exchange rates on cash.............. 35,596 (1,113) 33,278
----------- ---------- -----------
Increase in cash and cash
equivalents......................... 6,511,271 917,700 6,691,344
Cash and cash equivalents,
beginning of period................. 180,073 764,603 --
----------- ---------- -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD....................... $6,691,344 $1,682,303 $6,691,344
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
See accompanying notes to the consolidated financial statements.
F-7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
NATURE OF REPORT. The consolidated balance sheet at the end of
the preceding fiscal year has been derived from the audited consolidated balance
sheet contained in the Company's Annual Report on Form 10-KSB, on file with the
Securities and Exchange Commission, and is presented for comparative purposes.
All other financial statements are unaudited. In the opinion of management, all
adjustments, which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and changes in cash
flows, for all periods presented, have been made. The results of operations for
interim periods are not necessarily indicative of the operating results for the
full year.
FOOTNOTES. Certain footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published rules and
regulations of the Securities and Exchange Commission. These consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-KSB, on
file with the Securities and Exchange Commission.
ESTIMATES AND UNCERTAINTIES. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results, as determined at a later
date, could differ from those estimates. Estimates relate primarily to
recoverability of the Company's tangible and intangible assets.
PRINCIPLES OF CONSOLIDATION. The consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
2. PRIVATE PLACEMENT
On October 29, 1999, the Company completed the first tranche
of its private placement financing, in which it sold an aggregate of 393,750
shares of Common Stock for gross proceeds of $3,500,000. In such offering,
$1,200,000 of bridge notes were exchanged for shares of Common Stock, and
$841,557 of the gross proceeds were used to repay in full the balance of the
bridge notes plus interest accrued on all of the bridge notes. After paying
underwriting commissions, the Company received $1,108,443 in proceeds from the
first tranche of the offering. As of November 12, 1999, the Company closed the
second and final tranche of the private placement, issuing an aggregate of
731,250 shares from gross proceeds of $6,500,000.
3. COMMITMENTS AND CONTINGENCIES
The Company will incur tax expense related to all options
exercised by Swedish option holders. To date no options have been exercised.
F-8
<PAGE>
SIGNATURE
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CELLPOINT INC.
By /S/ PETER HENRICSSON
-------------------------------------
Peter Henricsson
President and Chief Executive Officer
Date: February 14, 2000
F-9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements indicated below 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> 6,691,344
<SECURITIES> 0
<RECEIVABLES> 396,215
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,145,031
<PP&E> 276,165
<DEPRECIATION> 71,015
<TOTAL-ASSETS> 17,766,223
<CURRENT-LIABILITIES> 608,894
<BONDS> 0
0
0
<COMMON> 9,390
<OTHER-SE> 17,148,739
<TOTAL-LIABILITY-AND-EQUITY> 17,766,223
<SALES> 353,763
<TOTAL-REVENUES> 353,763
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,884,410
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,910,384)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,910,384)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,910,384)
<EPS-BASIC> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
