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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 SEPTEMBER 29, 2000
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 000-31231
REPEATER TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0535658
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
1150 MORSE AVENUE
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 747-1900
(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 periods 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 [ ]
The number of shares of the Registrant's Common Stock outstanding as of
October 31, 2000 was 23,201,530.
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INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)............................ 1
Condensed Consolidated Balance Sheets....................... 1
Condensed Consolidated Statements of Operations............. 2
Condensed Consolidated Statements of Cash Flows............. 3
Notes to Consolidated Financial Statements.................. 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Risk Factors................................................ 14
Item 3. Quantitative and Qualitative Disclosures of 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............................. 22
Item 4. Submission of Matters to a Vote of Security Holders......... 22
Item 5. Other Information........................................... 22
Item 6. Exhibits and Reports on Form 8-K............................ 23
Signatures........................................................... 24
Exhibit Index........................................................ 25
</TABLE>
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
REPEATER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 29, MARCH 31,
2000 2000
------------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 40,614 $ 4,823
Accounts receivable, net of allowance for doubtful
accounts of $245 and $255 at September 29, 2000 and
March 31, 2000, respectively........................... 6,930 4,383
Inventories, net.......................................... 6,471 3,052
Other current assets...................................... 570 1,280
-------- --------
Total current assets.............................. 54,585 13,538
Service parts, net.......................................... 370 330
Property and equipment, net................................. 2,875 2,168
Intangible assets, net...................................... 23 29
Other assets................................................ 97 152
-------- --------
Total assets...................................... $ 57,950 $ 16,217
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................... $ 3,578 $ 4,291
Accrued compensation...................................... 684 574
Other accrued liabilities................................. 1,259 1,019
Deferred revenue.......................................... 3,231 1,363
Current portion of notes payable.......................... 1,647 1,232
Current portion of capital lease obligations.............. 418 418
-------- --------
Total current liabilities......................... 10,817 8,897
Deferred revenue, net of current portion.................... 700 339
Notes payable, net of current portion....................... 1,863 3,078
Capital lease obligations, net of current portion........... 308 507
Convertible subordinated debentures......................... -- 15,000
-------- --------
Total liabilities................................. 13,688 27,821
-------- --------
Stockholders' equity (deficit):
Convertible preferred stock, $0.001 par value; 5,000,000
and 14,210,077 shares authorized; none and 9,874,691
issued and outstanding at September 29, 2000 and March
31, 2000, respectively................................. -- 10
Common Stock, $0.001 par value; 70,000,000 and 30,000,000
shares authorized; 23,201,530 and 3,316,309 shares
issued and outstanding at September 29, 2000 and March
31, 2000, respectively................................. 23 3
Additional paid in capital................................ 119,132 54,555
Unearned stock-based compensation......................... (6,588) (10,297)
Accumulated deficit....................................... (68,305) (55,875)
-------- --------
Total stockholders' equity (deficit).............. 44,262 (11,604)
-------- --------
Total liabilities and stockholders' equity
(deficit)....................................... $ 57,950 $ 16,217
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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REPEATER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ ------------------------------
SEPTEMBER 29, SEPTEMBER 24, SEPTEMBER 29, SEPTEMBER 24,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenues........................... $ 4,870 $ 4,026 $ 12,225 $ 7,029
Cost of revenues....................... 3,944 3,010 8,963 5,213
------- ------- -------- -------
Gross profit........................... 926 1,016 3,262 1,816
------- ------- -------- -------
Operating expenses:
Research and development............. 4,240 999 6,716 2,061
Sales and marketing.................. 2,620 1,527 4,802 2,849
General and administrative........... 977 769 1,821 1,259
------- ------- -------- -------
Total operating expenses..... 7,837 3,295 13,339 6,169
------- ------- -------- -------
Loss from operations................... (6,911) (2,279) (10,077) (4,353)
Other expense, net..................... (1,861) (407) (2,353) (652)
------- ------- -------- -------
Net loss............................... $(8,772) $(2,686) $(12,430) $(5,005)
======= ======= ======== =======
Net loss per common share -- basic and
diluted.............................. $ (0.62) $ (1.07) $ (1.48) $ (2.06)
======= ======= ======== =======
Shares used in net loss per common
share calculation -- basic and
diluted.............................. 14,070 2,516 8,383 2,429
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 5
REPEATER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------------------
SEPTEMBER 29, SEPTEMBER 24,
2000 1999
------------- -------------
<S> <C> <C>
Cash Flows used in Operating Activities:
Net loss.................................................... $(12,430) $(5,005)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................. 600 403
Provision for losses on accounts receivable............... (10) (625)
Provision for writedowns on inventories................... 232 61
Amortization of unearned stock-based compensation......... 4,069 587
Amortization of debt issuance costs....................... 5 --
Amortization of debt discount............................. 90 45
Non cash interest expense................................. 1,635 --
Issuance of equity instruments under license agreement.... 20 --
Changes in operating assets and liabilities:
Accounts receivable.................................... (2,537) (530)
Inventories............................................ (3,651) (219)
Other current assets................................... (378) 1
Other assets........................................... -- (24)
Accounts payable....................................... (713) 491
Accrued compensation................................... 110 112
Other accrued liabilities.............................. 240 384
Deferred revenue....................................... 2,229 --
-------- -------
Net cash used in operating activities............. (10,489) (4,319)
-------- -------
Cash Flows Used in Investing Activities:
Purchase of field service parts........................... (144) --
Purchase of property and equipment........................ (1,149) (423)
-------- -------
Net cash used in investing activities............. (1,293) (423)
-------- -------
Cash Flows from Financing Activities:
Principal payments on notes payable....................... (890) (140)
Proceeds from issuance of notes payable................... -- 5,000
Payments on capital lease obligations..................... (246) (252)
Proceeds from series EE convertible subordinated
debentures............................................. 5,100 --
Proceeds from capital lease............................... -- 579
Net proceeds from issuance of common stock under initial
public offering........................................ 43,434 --
Issuance of common stock from exercise of stock options
and warrants........................................... 175 34
-------- -------
Net cash provided by financing activities......... 47,573 5,222
-------- -------
Net increase (decrease) in cash and cash equivalents........ 35,791 480
Cash and cash equivalents at beginning of the period........ 4,823 10,358
-------- -------
Cash and cash equivalents at end of the period.............. $ 40,614 $10,838
======== =======
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest.................................... $ 691 $ 815
Taxes paid................................................ $ 1 $ 1
Supplemental non-cash investing and financing activity:
Conversion of convertible debenture into common stock..... $ 20,100 --
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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REPEATER TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 29, 2000
(UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements as
of September 29, 2000 and for the three and six-month periods ended September
29, 2000 and September 24, 1999 have been prepared by the Company in accordance
with the rules and regulations of the Securities and Exchange Commission. The
amounts as of March 31, 2000 have been derived from our annual audited financial
statements. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such rules and
regulations. In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
and its results of operations and cash flows. These financial statements should
be read in conjunction with the annual audited financial statements and notes as
of and for the year ended March 31, 2000, included in the Registration Statement
on Form S-1 (No. 333-31266).
The results of operations for the three and six months ended September 29,
2000 are not necessarily indicative of the results that may be expected for the
year ending March 31, 2001 or any other future interim period, and the Company
makes no representations related thereto.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
SERIES EE CONVERTIBLE SUBORDINATED DEBENTURES AND WARRANTS
In July 2000, the Company issued $5.1 million of Series EE convertible
subordinated debentures. These debentures bore interest at 8% and were due to
mature in November 2003. These debentures were convertible into Series EE
convertible preferred stock at any time at the option of the holder at a
conversion price which was the lesser of $8.00 per share or the common stock
initial public offering price. In addition, the Company had the right to convert
the debentures into Series EE convertible preferred stock in the event that it
completes a qualified public offering, at which time Series EE convertible
preferred stock would automatically convert into common stock at a conversion
ratio of one for one. The difference between the conversion price and the fair
value of the common stock on the transaction date resulted in a beneficial
conversion feature of approximately $1.1 million which has been recorded as a
charge to interest expense in the three-month period ending September 29, 2000.
Upon completion of the IPO, the company converted the Series EE convertible
debentures into 637,500 shares of common stock.
In connection with the Series EE convertible debentures, the Company issued
warrants to purchase a number of shares of Series EE equal to $1,020,000 divided
by the conversion price of the Series EE convertible debenture, at an exercise
price of $8.00 per share. The warrants are immediately exercisable and expire on
July 11, 2005. The relative fair value of the warrants, which has been
determined to be approximately $0.5 million, using the Black-Scholes valuation
method, has been recorded as debt discount and amortized to interest expense
over the life of the debentures. Upon completion of the IPO, the Series EE
warrants automatically converted into warrants to purchase 127,500 shares of
common stock.
INITIAL PUBLIC OFFERING
In August 2000, the Company completed its initial public offering of
5,462,500 shares of common stock (including 712,500 shares purchased by the
underwriters' over-allotment option) at $9.00 per share. Net
4
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REPEATER TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 29, 2000
(UNAUDITED)
proceeds aggregated approximately $42.3 million after paying the underwriters'
fee of approximately $3.4 million and related expenses of approximately $3.4
million, $1.1 million of which was incurred in the prior fiscal year.
The following change in the Company's capital stock occurred immediately
before or after the closing of the offering:
- all issued and outstanding shares of the Company's preferred stock were
converted into an aggregate of 10,116,319 shares of common stock;
- warrants have been exercised, resulting in an issuance of 835,000 shares
of common stock, after giving effect to cashless net exercise of certain
warrants;
- an amount of $20.1 million of Series DD and Series EE convertible
debentures has been converted into an aggregate of 3,364,763 shares of
common stock.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") FASB issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 established accounting and reporting standards for derivative
instruments including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. In June
2000, SFAS No. 133 was amended by SFAS No. 138. The Company has not determined
what impact, if any, SFAS No. 133 will have on the operations and financial
position of the Company. The Company will be required to implement SFAS No. 133
as amended by SFAS No. 138, beginning in 2001. The Company does not currently
hold derivative instruments or engage in hedging activities.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. The Company adopted the provisions of
SAB 101 in these condensed, consolidated financial statements for all periods
presented.
In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have a material impact on the Company's financial
position or results of operations.
CONCENTRATION OF CREDIT RISK
The Company's cash and cash equivalents are maintained at a major US
financial institution. Deposits in this institution may exceed the amount of
insurance provided on such deposits.
The Company's customers are providers of wireless communications services.
The Company performs periodic credit evaluations of these customers and
generally does not require collateral for its domestic customers. For certain
international customers, the Company usually requires letters of credit prior to
shipment. The Company maintains reserves for potential credit losses and such
losses have historically been within management's expectations.
5
<PAGE> 8
REPEATER TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 29, 2000
(UNAUDITED)
During the three months ended September 29, 2000, two customers accounted
for approximately 15% and 10% of net revenues. As of September 29, 2000, two
customers accounted for approximately 23% and 17% of total receivables. During
the six months ended September 29, 2000, one customer accounted for
approximately 15.5% of net revenues.
NET LOSS PER COMMON SHARE
Basic net loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of vested common shares
outstanding for the period. Diluted net loss per share is computed giving effect
to all dilutive potential common shares, including options, warrants,
convertible subordinated debentures and convertible preferred stock. Options,
warrants, convertible subordinated debentures and convertible preferred stock
were not included in the computation of diluted net loss per share for the
three-month periods ended September 24, 1999 and September 29, 2000 because the
effect would be anti-dilutive. A reconciliation of the numerator and denominator
used in the calculation of historical basic and diluted net loss per share
follows (in thousands, except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ -----------------------------
SEPTEMBER 29, SEPTEMBER 24, SEPTEMBER 29, SEPTEMBER 24,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Numerator:
Net loss................................... $(8,772) $(2,686) $(12,430) $(5,005)
------- ------- -------- -------
Denominator:
Weighted average common shares
outstanding........................... 14,709 2,582 9,022 2,495
Weighted average unvested common shares
subject to repurchase................. (639) (66) (639) (66)
------- ------- -------- -------
Denominator for basic and diluted
calculation.............................. 14,070 2,516 8,383 2,429
======= ======= ======== =======
Net loss per common share-basic and
diluted.................................. $ (0.62) $ (1.07) $ (1.48) $ (2.06)
======= ======= ======== =======
</TABLE>
The following securities have not been included in the computation of
diluted net loss per share as they are anti-dilutive (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 29, SEPTEMBER 24,
2000 1999
------------- -------------
<S> <C> <C>
Convertible preferred stock (after effect of anti-dilutive
provision)................................................ -- 10,116
Options outstanding......................................... 4,119 2,686
Warrants outstanding........................................ 250 1,092
Convertible debentures outstanding.......................... -- 2,727
Unvested common stock....................................... 639 66
----- ------
5,008 16,687
===== ======
</TABLE>
6
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REPEATER TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 29, 2000
(UNAUDITED)
BALANCE SHEET COMPONENTS (IN THOUSANDS):
Inventories consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 29, MARCH 31,
2000 2000
------------- ---------
<S> <C> <C>
Raw materials............................................. $ 2,449 $ 2,166
Work in process........................................... 621 489
Finished goods............................................ 5,212 1,976
------- -------
8,282 4,631
Less: allowance........................................... (1,811) (1,579)
------- -------
$ 6,471 $ 3,052
======= =======
Service parts consisted of the following:
Service parts............................................. $ 695 $ 551
Less: accumulated depreciation............................ (325) (221)
------- -------
$ 370 $ 330
======= =======
Property and equipment consisted of the following:
Computer equipment........................................ $ 2,484 $ 2,008
Manufacturing equipment................................... 4,639 3,960
Furniture and fixtures.................................... 556 514
Leasehold improvements.................................... 79 79
------- -------
7,758 6,561
Less: accumulated depreciation.............................. (4,883) (4,393)
------- -------
$ 2,875 $ 2,168
======= =======
Included as part of the property and equipment balances
above:
Capital leased equipment.................................. $ 1,155 $ 1,106
Less: Accumulated depreciation............................ (1,009) (950)
------- -------
$ 146 $ 156
======= =======
Other current assets consisted of the following:
Prepaid expenses.......................................... $ 570 $ 192
Deferred IPO costs........................................ -- 1,088
------- -------
$ 570 $ 1,280
======= =======
</TABLE>
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following information in conjunction with the
historical financial information and notes thereto included in our Registration
Statement on Form S-1 (File No. 333-31266), which was previously filed with the
Securities and Exchange Commission. Unless otherwise indicated, references to
year ended or year ending, or three or six months ended or three or six months
ending, refer to our fiscal year or fiscal three or six months, respectively.
This Form 10-Q contains forward-looking statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions based on the
information available to us on the date of this document. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Our actual results could differ materially from those
anticipated in these forward-looking statements.
OVERVIEW
We develop, market and sell wireless network equipment primarily for
CDMA-based wireless communications networks. We provide cost-effective,
high-quality products for use in suburban and rural areas, urban areas and
inside office buildings and other coverage-limited structures. Our products have
been deployed with over 50 CDMA wireless service providers in twelve countries.
From our inception in 1983 through our year ended March 31, 1996, we were
primarily focused on providing microwave frequency repeaters for long-distance
telecommunications applications and cellular repeaters for non-CDMA based
wireless communications applications. Starting in our year ended March 31, 1997,
we changed our strategic focus and re-directed our resources to the development
and marketing of repeaters for wireless networks based on the CDMA digital
standard. This wireless standard offered us the opportunity to develop a new
type of repeater, which we call our Network Repeater, that in conjunction with
CDMA base stations, enables wireless service providers to deploy or extend CDMA
wireless networks in non-urban areas at a significantly reduced cost. We shipped
our first Network Repeaters for CDMA wireless networks in May 1997.
We generated net revenues of $17.0 million in the fiscal year ended March
31, 2000 and $12.2 million in the six months ended September 29, 2000. We
incurred net losses of $15.0 million in the fiscal year ended March 31, 2000 and
$12.4 million in the six months ended September 29, 2000. As of September 29,
2000, we had an accumulated deficit of $68.3 million.
In November 1999, we acquired substantially all of the assets and assumed
substantially all of the liabilities of The Gwydion Company LLC for a
combination of $0.8 million in cash and 573,334 shares of our common stock. We
accounted for this transaction using the purchase method of accounting. As part
of this acquisition, we have acquired Gwydion's distributed antenna system
project, which is designed to provide in-building coverage via a fiber optic
antenna system. We expect to introduce the final product by June 2001. We have
spent approximately $2.5 million in research and development, excluding
stock-based compensation, from the date of the acquisition through September 29,
2000 in an effort to develop the technology to produce a commercially viable
product. The future research and development expense associated with the
acquired in-process product is estimated to be approximately $2.1 million
between October 2000 and June 2001, excluding stock-based compensation.
The 573,334 shares we issued will be held in escrow for up to 18 months
until certain performance criteria are met. In connection with this contingent
consideration, we recognized research and development expense of $1.9 million
during the year ended March 31, 2000 and $2.2 million for the six months ended
September 29, 2000 and we had $2.6 million in deferred compensation as of
September 29, 2000. Assuming a fair value for our common stock of $11.75 per
share, the price of our shares on September 29, 2000, and
8
<PAGE> 11
assuming achievement of performance criteria, the compensation expense will be
as follows: $2.2 million for the remainder of the year ending March 30, 2001 and
$0.4 million for the year ending March 31, 2002.
Since our inception, we have used stock option programs for employees as
compensation to attract strong business and technical talent. Stock-based
compensation consists of the difference between the deemed fair market value of
stock options and the exercise price of these grants. This difference is being
amortized on an accelerated basis over the vesting period of the grants,
generally four years. For the year ended March 31, 2000 and six months ended
September 29, 2000, we recorded $2.5 million and $1.9 million, respectively, of
stock-based compensation expense in connection with options granted to employees
and consultants. During the three months ended September 29, 2000, we granted
both incentive and nonstatutory stock options and we have recorded $0.1 million
of unearned stock-based compensation in relation to these grants. The balance in
unearned stock-based compensation of $4.0 million as of September 29, 2000 will
be amortized over the vesting period of the grants.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 29, 2000 AND
SEPTEMBER 24, 1999
The following table sets forth our results of operations as a percentage of
net revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 29, SEPTEMBER 24, SEPTEMBER 29, SEPTEMBER 24,
2000 1999 2000 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net revenues......................... 100.0% 100.0% 100.0% 100.0%
Cost of revenues..................... 81.0 74.8 73.3 74.2
------ ------ ------ ------
Gross margin......................... 19.0 25.2 26.7 25.8
------ ------ ------ ------
Operating expenses:
Research and development........... 87.1 24.8 54.9 29.3
Sales and marketing................ 53.8 37.9 39.3 40.5
General and administrative......... 20.0 19.1 14.9 17.9
------ ------ ------ ------
Total operating expenses............. 160.9 81.8 109.1 87.7
------ ------ ------ ------
Loss from operations................. (141.9) (56.6) (82.4) (61.9)
Other expense, net................... (38.2) (10.1) (19.3) (9.3)
------ ------ ------ ------
Net loss............................. (180.1)% (66.7)% (101.7)% (71.2)%
====== ====== ====== ======
</TABLE>
Net revenues: Our net revenues are derived primarily from our Network
Repeaters based on the CDMA standard as well as complementary equipment for
these products. We also provide training, installation support, design and
implementation services to our customers on a fee-for-service basis.
Net revenues increased $0.9 million, or 21.0%, from $4.0 million for the
three months ended September 24, 1999 to $4.9 million for the three months ended
September 29, 2000. This increase was primarily due to increased shipments of
our CDMA-based repeaters to new and existing customers. During the three months
ended September 29, 2000, 75.9% of our net revenues were derived from ten
customers, with sales to two customers, Verizon Wireless and UbiquiTel,
comprising approximately 15.1% and 10.1%, respectively. During the three months
ended September 24, 1999, 85.1% of our net revenues were derived from ten
customers, with sales to four customers, Motorola, Primeco, ClearNet and
Blackfoot Communications, comprising approximately 15.7%, 14.6%, 13.5% and
12.4%, respectively. International sales accounted for 39.6% of net revenues
during the three months ended September 29, 2000 as compared to 36.4% during the
three months ended September 24, 1999.
For the six months ended September 29, 2000, net revenues increased $5.2
million, or 73.9% from the six months ended September 24, 1999. This increase
was primarily due to increased shipments of our CDMA-based repeaters to new and
existing customers. During the six months ended September 29, 2000, 69.5% of our
net revenues were derived from ten customers, with sales to one customer,
Comsyst, comprising approximately 15.5%. During the six months ended September
24, 1999, 76.6% of our net revenues were derived from ten
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customers, with sales to one customer, Primeco, comprising approximately 22.5%.
International sales accounted for 40.4% of net revenues during the six months
ended September 29, 2000 as compared to 26.4% during the six months ended
September 24, 1999.
We have experienced downward pressure on our selling prices as a result of
our entering into volume sale agreements with some customers and from general
competitive pressures. We expect that our selling prices will continue to
decline for the foreseeable future. In addition, if we cannot offset declines in
selling prices by an increase in the number of units sold, our revenues may
decline.
Cost of revenues and gross margin: Cost of revenues increased $0.9 million,
or 31.0%, from $3.0 million for the three months ended September 24, 1999 to
$3.9 million for the three months ended September 29, 2000. The gross profit
margin decreased to 19.0% for the three months ended September 29, 2000 from
25.2% for the three months ended September 24, 1999. Of this 6.2 percentage
point decrease in gross profit margin, a decrease of approximately 7.0
percentage points was attributable to a decrease in direct material margins, as
the average selling prices of our products declined by approximately 20.8% while
the cost of our products declined approximately 3.7%. This decline in gross
margins was partially offset by more efficient absorption of other costs of
revenue. The other costs of revenue, which consist of manufacturing overhead and
customer service expenditures, increased from $1.4 million for the three months
ended September 24, 1999 to $1.6 million for the three months ended September
29, 2000 primarily due to an increase in customer service expenses of $0.1
million and an increase in stock-based compensation of $0.1 million. Cost of
revenues of $3.9 million for the three months ended September 29, 2000 contained
$0.2 million of amortization of stock-based compensation.
Cost of revenues increased $3.8 million, or 71.9%, from $5.2 million for
the six months ended September 24, 1999 to $9.0 million for the three months
ended September 29, 2000. The gross profit margin increased to 26.7% for the six
months ended September 29, 2000 from 25.8% for the three months ended September
24, 1999. Of this 0.9 percentage point increase in gross profit margin, a
decrease of approximately 10.7 percentage points was attributable to a decrease
in direct material margins, as the average selling prices of our products
declined by approximately 19.7% while the cost of our products declined
approximately 1.6%. This decline in gross margins was partially offset by more
efficient absorption of other costs of revenue. The other costs of revenue,
which consist of manufacturing overhead and customer service expenditures,
increased from $2.4 million for the six months ended September 24, 1999 to $2.8
million for the six months ended September 29, 2000 primarily due to an increase
in customer service expenses of $0.1 million and an increase in stock-based
compensation of $0.3 million. Cost of revenues of $9.0 million for the six
months ended September 29, 2000 contained $0.4 million of amortization of
stock-based compensation.
In addition, if we are unable to reduce our product costs more rapidly than
our selling prices are declining, our gross margins may decline.
Research and development: Research and development expenses increased $3.2
million, or 324.4%, from $1.0 million for the three months ended September 24,
1999 to $4.2 million for the three months ended September 29, 2000. This
increase was due to the following factors: (i) amortization of $0.3 million of
stock-based compensation derived from grants of incentive stock options below
the deemed fair market value, (ii) amortization of $1.8 million of stock-based
compensation attributable to the acquisition of Gwydion, (iii) $0.6 million of
increased product development expenditures for our in-building products, (iv) an
increase in prototype material spending for our Network Repeaters of $0.2
million and (v) an increase in labor-related expenses of $0.3 million. Research
and development expenses of $4.2 million for the three months ended September
29, 2000 contained $2.2 million of amortization of stock-based compensation, of
which $1.8 million was attributable to the acquisition of Gwydion.
Research and development expenses increased $4.6 million, or 225.9%, from
$2.1 million for the six months ended September 24, 1999 to $6.7 million for the
six months ended September 29, 2000. This increase was due to the following
factors: (i) amortization of $0.6 million of stock-based compensation derived
from grants of incentive stock options below the deemed fair market value, (ii)
amortization of $2.2 million of stock-based compensation attributable to the
acquisition of Gwydion, (iii) $1.1 million of increased product development
expenditures for our in-building products, (iv) an increase in prototype
material spending for our
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Network Repeaters of $0.3 million and (v) an increase in labor-related expenses
of $0.4 million. Research and development expenses of $6.7 million for the six
months ended September 29, 2000 contained $2.9 million of amortization of
stock-based compensation, of which $2.2 million was attributable to the
acquisition of Gwydion.
We expect our research and product development expenses to increase as we
continue to develop our technology and broaden our product line to serve new
markets and applications. In particular, we expect to incur significant expenses
in the development of our next generation of products to serve the emerging
high-speed wireless markets.
Sales and marketing: Sales and marketing expenses increased $1.1 million,
or 71.6%, from $1.5 million for the three months ended September 24, 1999 to
$2.6 million for the three months ended September 29, 2000. This increase was
due to increased advertising and trade show expenditures of $0.2 million,
increased sales commissions and bonuses of $0.2 million, as well as increased
labor and overhead costs of $0.7 million due to the hiring of additional sales
and marketing personnel and increased travel. Sales and marketing expenses of
$2.6 million for the three months ended September 29, 2000 contained $0.2
million of amortization of stock based compensation.
Sales and marketing expenses increased $2.0 million, or 68.6%, from $2.8
million for the six months ended September 24, 1999 to $4.8 million for the six
months ended September 29, 2000. This increase was due to increased advertising
and trade show expenditures of $0.3 million, increased sales commissions and
bonuses of $0.4 million, as well as increased labor and overhead costs of $1.3
million due to the hiring of additional sales and marketing personnel and
increased travel. Sales and marketing expenses of $4.8 million for the six
months ended September 29, 2000 contained $0.3 million of amortization of stock
based compensation.
We expect that our sales and marketing expenses will continue to increase
as we plan to add personnel to support our sales efforts in domestic and
international markets. We also plan on increasing our expenditures on
advertising and other marketing programs for promoting and selling our products,
including our new products for in-building coverage, domestically and
internationally.
General and administrative: General and administrative expenses consist
primarily of expenses for finance, corporate management, general office
administration, insurance, legal, accounting, amortization of goodwill,
amortization of stock-based compensation and other professional fees. General
and administrative expenses increased $0.2 million, or 27.0%, from $0.8 million
for the three months ended September 24, 1999 to $1.0 million for the three
months ended September 29, 2000. Of this increase, $0.1 million was attributable
to the amortization of stock-based compensation and the balance was due to
premiums for directors and officers insurance. General and administrative
expenses of $1.0 million for the three months ended September 29, 2000 contained
$0.2 million of amortization of stock based compensation.
General and administrative expenses increased $0.5 million, or 44.6%, from
$1.3 million for the six months ended September 24, 1999 to $1.8 million for the
six months ended September 29, 2000. Of this increase, $0.3 million was
attributable to the amortization of stock-based compensation, $0.1 million was
attributable to professional fees and $0.1 million was due to higher labor
costs. General and administrative expenses of $1.8 million for the six months
ended September 29, 2000 contained $0.5 million of amortization of stock based
compensation.
We expect that general and administrative expenses will increase as our
business grows and we expand our staff, increase our infrastructure and incur
costs associated with being a public company.
Other income (expense): Other income was $0.1 million for the three-month
periods ended September 24, 1999 and September 29, 2000, respectively. Other
expenses increased $1.5 million from $0.5 million for the three months ended
September 24, 1999 to $2.0 million for the three months ended September 29,
2000. $1.6 million of this increase was attributable to the non-cash interest
expenses associated with the beneficial conversion feature and the warrants
issued in connection with the Series EE financing completed in July 2000. In
addition, $0.1 million of this increase was attributable to interest expense
related to additional
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term debt incurred in July and September 1999, partially offset due to reduced
interest expense of $0.2 million related to the Series DD convertible
subordinated debentures.
Other income was $0.2 million for the six-month periods ended September 24,
1999 and September 29, 2000, respectively. Other expenses increased $1.7 million
from $0.9 million for the six months ended September 24, 1999 to $2.6 million
for the six months ended September 29, 2000. $1.6 million of this increase was
attributable to the non-cash interest expenses associated with the beneficial
conversion feature and the warrants issued in connection with the Series EE
financing completed in July 2000. In addition, $0.3 million of this increase was
attributable to interest expense related to additional term debt incurred in
July and September 1999, partially offset due to reduced interest expense of
$0.2 million related to the Series DD convertible subordinated debentures.
After the closing of our initial public offering, until such capital is
deployed in our business, we expect that interest income will increase due to
higher balances in our interest-bearing accounts and that interest expense will
decline as a result of the conversion of our convertible subordinated debentures
into shares of common stock and the reduction in the outstanding principal
balance of the term debt.
LIQUIDITY AND CAPITAL RESOURCES
At September 29, 2000 we had $40.6 million in cash and cash equivalents.
Cash used in operating activities for the six months ended September 29, 2000
was $10.5 million, as compared to $4.3 million for the six months ended
September 24, 1999. The significant use of cash in operating activities during
the six months ended September 29, 2000 resulted from our net losses of $12.4
million, an increase in inventories of $3.7 million, an increase in accounts
receivable of $2.5 million and a decrease in accounts payable of $0.7 million,
offset by non-cash depreciation and amortization expenses of $0.6 million,
inventory provisions of $0.2 million, an increase in deferred revenues of $2.2
million. non-cash expenses of $4.1 million for stock-based compensation,
non-cash interest expense of $1.6 million and an increase in accrued
compensation of $0.1 million. We plan to increase our operating expenses to
support our anticipated growth and we anticipate that this increase in operating
expenses will be a material use of our cash during the remainder of the year
ending March 2001.
Cash used for investing activities for the six months ended September 29,
2000 was $1.3 million, as compared to $0.4 million for the six months ended
September 24, 1999. The capital expenditures of $1.2 million were primarily
investments in computerized test equipment to test our products and additional
computer equipment to support our business. Although we had no material
commitments for capital expenditures as of September 29, 2000, we anticipate
continuing increases in our capital expenditures during the remainder of the
year ending March 2001.
Net cash provided from financing activities was $47.5 million as compared
to $5.2 million for the six months ended September 24, 1999. For the six months
ended September 29, 2000, $5.1 million was attributable to the issuance of
Series EE convertible, subordinated debentures in July 2000, $43.4 million was
attributable to the sale of common stock in our initial public offering
completed in August 2000, offset by payments against long-term liabilities of
$1.1 million.
On July 11, 2000, the Company issued $5,100,000 of Series EE convertible
subordinated debentures convertible into shares of Series EE convertible
preferred stock at the lesser of $8.00 per share, or the offering price of the
Company's initial public offering of the Company's common stock, and warrants to
purchase the number of shares of our Series EE convertible preferred stock equal
to $1,020,000 divided by the conversion price, at an exercise price of $8.00 per
share. The Series EE convertible subordinated debentures were convertible into
Series EE convertible preferred stock at any time prior to the maturity date at
the option of the holder. In addition, the Company had the right to convert the
debentures into fully paid and non-assessable shares of Series EE convertible
preferred stock in the event that it completed a qualified public offering, at
which time Series EE convertible preferred stock would automatically convert
into common stock. The Series EE convertible subordinated debentures bore
interest at an annual rate of 8.0%, payable quarterly, and had a maturity date
of November 25, 2003. The warrants expire on July 11, 2005. These Series EE
convertible subordinated debentures were converted into common stock upon the
closing of our initial public
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offering on August 14, 2000. The beneficial conversion feature of $1.1 million
associated with the Series EE convertible, subordinated debentures was recorded
as interest expense in the Company's fiscal quarter ending September 29, 2000.
The fair value of the warrants of $0.5 million was recorded as debt discount in
the Company's fiscal quarter ending September 29, 2000 and was amortized over
the life of the Series EE convertible, subordinated debentures.
In August 2000 we completed the initial public offering of our common stock
pursuant to our Registration Statement on Form S-1 (File No. 333-31266) as filed
with the Securities and Exchange Commission on February 28, 2000, as amended,
and sold 5,462,500 shares of our common stock to the public, including 712,500
shares issued pursuant to the underwriters' over-allotment option, at $9.00 per
share. The aggregate gross proceeds from the sale were approximately $49.1
million. In connection with our initial public offering, we paid $3.4 million in
underwriters' discounts and $3.4 million in other costs, $1.1 million of which
was incurred in the prior fiscal year. The costs associated with this offering
include the Nasdaq National Market listing fee, printing and engraving, legal,
accounting, travel and other related expenses. Net proceeds from the offering
were approximately $42.3 million and were invested in high quality short-term
investments. U.S. Bancorp Piper Jaffray and Bank of America Securities LLC were
the managing underwriters of the initial public offering of our common stock.
We believe that our available cash reserves will be sufficient to fund
operations and to meet our working capital needs and anticipated capital
expenditures for the next twelve to fifteen months. We currently intend to
expand sales, marketing and future development of our products. We may also
invest in complementary products, license other technology or make potential
acquisitions. Thereafter, we may need additional funds for more rapid expansion
of our business, unexpected expenditures or operating losses, responding to
competitive pressures, developing new products and enhancements to our current
products, or acquiring technologies or businesses. If we raise additional funds
through the issuance of equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience additional dilution,
or such equity securities may have rights, preferences or privileges senior to
those of the holders of our common stock. If we raise additional funds through
the issuance of debt securities, those securities would have rights, preferences
and privileges senior to those of holders of our common stock, and the terms of
these debt securities could impose restrictions on our operations. Additional
financing may not be available when needed, on favorable terms, or at all.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 established accounting and
reporting standards for derivative instruments including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. In June 2000, SFAS No. 133 was amended
by SFAS No. 138. The Company has not determined what impact, if any, SFAS No.
133 will have on the operations and financial position of the Company. The
Company will be required to implement SFAS No. 133 as amended by SFAS No. 138,
beginning in 2001. The Company does not currently hold derivative instruments or
engage in hedging activities.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. The Company adopted the provisions of
SAB 101 in these condensed, consolidated financial statements for all periods
presented.
In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have a material impact on the Company's financial
position or results of operations.
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RISK FACTORS
In addition to other information provided in this report, investors
evaluating our company should carefully consider the following risk factors as
well as the risk factors included in our Registration Statement on Form S-1
(File No. 333-31266) filed with the Securities and Exchange Commission.
WE HAVE INCURRED SIGNIFICANT LOSSES SINCE WE BEGAN DOING BUSINESS, ANTICIPATE
CONTINUING LOSSES, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.
We have accumulated losses of $68.3 million since we began doing business
in 1983 through September 29, 2000, and we may never achieve or sustain
profitability. We incurred a net loss of $15.0 million for the fiscal year ended
March 31, 2000, and a net loss of $12.4 million for the six months ended
September 29, 2000. We will continue to incur significant expenses, particularly
research and product development and sales and marketing expenses, and we expect
our expenses to increase as compared to prior periods. We anticipate incurring
net losses at least through the fiscal year ending March 2002. We will need to
generate significantly higher revenues to achieve profitability and recoup our
accumulated losses. We cannot be certain that we will realize sufficient
revenues to sustain our business.
WE HAVE DEPLOYED A LIMITED NUMBER OF REPEATERHYBRID NETWORKS AND WE MAY NOT BE
ABLE TO GAIN BROAD MARKET ACCEPTANCE OF THE REPEATERHYBRID NETWORK CONCEPT.
Our RepeaterHybrid networks have yet to gain widespread industry acceptance
and we have deployed them with only a limited number of wireless service
providers. If we fail to significantly increase the deployment and market
acceptance of our products and RepeaterHybrid Networks as replacements for
traditional networks using only base stations, we may fail to generate
sufficient revenues to sustain our business.
OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.
Our quarterly operating results have fluctuated significantly in the past
and are likely to do so in the future. Factors that could cause our quarterly
results to fluctuate include, but are not limited to:
- any delay in our introduction of new products or product enhancements
particularly our new products for use in 3G networks and new products for
in-building use;
- the concentration of customer orders at the end of a quarter which can
result in products shipping in the following quarter due to capacity
constraints faced by our contract manufacturers;
- the reduction in the selling price of our products due to competitive
pressures from base station manufacturers and the introduction of other
competing repeater products; and
- customer responses to announcements of new products and product
enhancements by competitors and the entry of new competitors into our
markets.
If our operating results do not meet the expectations of securities
analysts and investors, our stock price is likely to decline.
OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT FOR US TO PREDICT IF AND
WHEN A SALE WILL BE MADE AND COULD LEAD TO OPERATING DIFFICULTIES AND CASH FLOW
PROBLEMS.
Our sales cycle, which is the period from the generation of a sales lead
until the recognition of revenues, ranges from nine to 24 months, making it
difficult to forecast revenues and operating results. Our inability to
accurately predict the timing and magnitude of sales of our products and
services could cause a number of problems including, but not limited to:
- we may have difficulty meeting our customers' product delivery
requirements in the event many orders are received in a short period of
time;
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- we may expend significant management efforts and incur substantial sales
and marketing expenses in a particular period that do not translate into
orders during that period, or at all; and
- we may have difficulty meeting our cash flow requirements and obtaining
credit because of delays in receiving orders.
The problems resulting from our lengthy and variable sales cycle could
impede our growth, cause fluctuations in our operating results and restrict our
ability to take advantage of new opportunities.
CERTAIN EXISTING CONTRACTS MAY NOT RESULT IN REVENUES AS LARGE AS PREVIOUSLY
DISCLOSED.
In the past, we publicly announced the signing of certain contracts or
purchase orders from major customers and their expected value or sales volume
for us. However, these contracts typically require no minimum purchase
commitment and the purchase orders are typically subject to cancellation. To
date, we have not achieved the expected values or sales volume publicly
disclosed. Furthermore, we may never achieve the expected values or sales volume
publicly disclosed. While we continue to internally estimate specific customer
sales volumes for business planning purposes, none of our prior publicly
disclosed estimates should be regarded as purchase commitments or indicative of
our current estimates or expectations.
A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES
AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM OUR BUSINESS.
Our customer base has been and may continue to be concentrated with a small
number of customers. The loss of any of these customers, or the delay, reduction
or cancellation of orders by or shipments to any of these customers could hurt
our results and cause a decline in our stock price. In the fiscal year ended
March 31, 2000, ten customers accounted for 69.7% of our net revenues, with
PrimeCo, Wireless Facilities, Inc. and Clearnet PCS, accounting for 13.6%, 12.4%
and 10.2%, respectively. During the three months ended September 29, 2000, 75.9%
of our net revenues were derived from ten customers with sales to two customers,
Verizon Wireless and UbiquiTel PCS, comprising 15.1% and 10.1%, respectively.
When our products have been fully deployed in a customer's network or a
customer's demands are otherwise satisfied, we must replace that customer's
sales with those of new customers in order to maintain our sales volume.
We do not have any long-term contracts with any of our customers. Our
contracts generally do not contain minimum purchase requirements and are
terminable at any time. We expect to continue to depend on a small number of
customers for a substantial portion of our revenues.
In addition, we face increased credit risks, including slow payments or
non-payments, due to the concentration of our customer base. In March 1999, we
increased our allowance for doubtful accounts by $0.7 million due to the
bankruptcy of a customer.
IF WE ARE UNABLE TO OBTAIN OR MAINTAIN VENDOR QUALIFICATION WITH NATIONWIDE
WIRELESS NETWORK OPERATORS, OUR ABILITY TO SELL OUR PRODUCTS WOULD BE IMPAIRED
AND OUR REVENUES WOULD LIKELY DECLINE.
Many of our current and potential customers are large major network
operators or affiliates of nationwide wireless network operators. In order to
sell our products to these affiliates, our products must be authorized for
purchase by the network operator. This authorization process is both costly and
lengthy. If we do not maintain our status as a qualified vendor or supplier, we
will be unable to sell our products to these network operators and their
affiliates, and our revenues will likely decline.
COMPETITION FROM LARGER, MORE ESTABLISHED COMPANIES WITH GREATER RESOURCES COULD
LEAD TO PRICE REDUCTIONS, LOSS OF REVENUES AND MARKET SHARE AND COULD PREVENT US
FROM ACHIEVING PROFITABILITY.
The market for base stations, repeaters and related products is highly
competitive. We compete with large infrastructure manufacturers, systems
integrators, repeater manufacturers and base station subsystem suppliers, as
well as new market entrants. Most of our current and potential competitors have
longer operating histories, larger installed customer bases, substantially
greater name recognition and more financial, technical, manufacturing,
marketing, sales, distribution and other resources than we do. We may not be
able to compete
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successfully against current and future competitors, including companies that
develop and market new wireless telecommunications products and services. If we
are forced to reduce the prices of our products and we are unable to offset the
price reductions by increasing our sales volumes, introducing new products with
higher prices or reducing manufacturing costs, our revenues or gross margins
will decline. These competitive pressures may also result in longer sales cycles
and loss of customers.
OUR DEPENDENCE ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS FOR MOST OF OUR
PRODUCTS MAY DIMINISH OUR ABILITY TO CONTROL THE QUALITY AND TIMING OF DELIVERY
OF OUR PRODUCTS.
We have recently transitioned the manufacture of our products from in-house
to three third-party contract manufacturers. There are risks associated with our
dependence on contract manufacturers, including the contract manufacturers'
control of capacity allocation, labor relations, production quality and other
aspects of the manufacturing process. If our contract manufacturers encounter
any of these problems, our manufacturing processes will be adversely affected
and we may lose customers.
Any one of our repeater products is generally produced by only one of our
contract manufacturers. We do not have long-term supply contracts with our
contract manufacturers, and they are not obligated to supply us with products
for any specific period, in any specific quantity or at any specific price,
except as may be provided in a particular purchase order. If we are unable to
obtain our products from our contract manufacturers on schedule, revenues from
the sale of those products may be delayed or lost, and our reputation,
relationships with customers and our business could be harmed. In addition, if
we must replace one of our contract manufacturers, we could incur significant
expenses and experience substantial disruption to our business.
OUR CONTRACT MANUFACTURERS' RELIANCE ON A LIMITED NUMBER OF COMPONENT SUPPLIERS
COULD LEAD TO DELAYS, ADDITIONAL COSTS, PROBLEMS WITH OUR CUSTOMERS AND
POTENTIAL CUSTOMERS AND LOSS OF REVENUES.
Our contract manufacturers currently utilize one or a small number of
suppliers for each of the components of our products. In particular, there are
currently only a few suppliers of high power amplifiers, a critical component
for a Network Repeater, that meets our quality standards. Our contract
manufacturers have no long-term contracts or arrangements with the suppliers of
components for our products that guarantee the availability of these components.
If for any reason a supplier fails to meet quality or quantity requirements, or
stops selling components at commercially reasonable prices, or if a competitor
enters into an exclusive relationship with one of our suppliers, we could
experience significant production delays or cost increases.
From time to time, our contract manufacturers may be required to replace
some of the components of our products when the supplier of a particular
component discontinues production. While we do not generally maintain an
inventory of components, we may purchase a quantity of these discontinued
components to supply to our contract manufacturers until new suppliers or
substitute components can be found. We face the risk that we may deplete this
inventory of discontinued components before finding adequate substitutes, which
could cause the loss of significant sales opportunities. Alternatively, we may
be left with surplus quantities of these components, which could cause us to
incur charges for excess inventory. We cannot guarantee that alternative sources
of components can be secured on short notice or that components will be
available from alternative sources on satisfactory terms. Any of these problems
could damage relationships with current or prospective customers, seriously harm
our operating results and revenues in a given period and impair our ability to
generate future sales.
DUE TO UNCERTAINTIES IN PRODUCTION FORECASTING, WE MAY EXPERIENCE UNEXPECTED
SURPLUSES OR SHORTAGES OF INVENTORY.
Our contracts with manufacturers require us to provide a rolling six-month
forecast for production each month. The forecast for the first two months of the
six-month forecast are considered firm purchase orders. If we fail to accurately
predict our customers' demand for our products, we may be subject to shortages
of certain products and surpluses of other products. If we fail to have an
adequate supply of inventory for our products,
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we may be subject to cancellation of orders from our customers for these
products. In addition, if we have a surplus of certain products, we may incur
charges for excess or obsolete inventory.
Some of the components of our products may have lead times of as long as 26
weeks from the date a purchase order is placed with the supplier to the date the
components are delivered to our contract manufacturers. In order to ensure an
adequate supply of these components, we may be required to purchase the
components ourselves and then resell them to our contract manufacturers to meet
our forecasted requirements. If we fail to accurately predict the demand for
these components, we may face shortages and potentially lose sales, or
alternatively incur charges for excess or obsolete inventory.
OUR INABILITY TO PROVIDE LONG-TERM EQUIPMENT FINANCING FOR OUR CUSTOMERS IS A
COMPETITIVE DISADVANTAGE AND COULD RESULT IN A LOSS OF SALES.
Many of our current and potential customers require equipment financing to
purchase our products. We do not offer long-term equipment financing to our
customers. If we cannot assist in arranging long-term equipment financing for
our customers, we may lose sales and customers to competitors that provide such
financing. Additionally, if we decide to provide our customers with long-term
equipment financing in the future, we could face credit risks, including slow
payments or non-payments from customers.
WE PLAN TO EXPAND FURTHER INTO INTERNATIONAL MARKETS, WHICH WILL SUBJECT US TO
ADDITIONAL BUSINESS RISKS.
A significant portion of our sales efforts has been and will continue to be
targeted to international service providers in Australia, Canada, Mexico, South
America and Asia. Conducting business in these areas subjects us to a number of
risks and uncertainties, including:
- inadequate protection of intellectual property in foreign countries;
- increased difficulty in collecting accounts;
- delays and expenses associated with tariffs and other trade barriers;
- difficulties and costs associated with complying with a wide variety of
complex foreign laws and treaties;
- currency fluctuations, including a decrease in the value of foreign
currencies relative to the U.S. dollar which could make our products less
competitive against those of foreign competitors; and
- political and economic instability.
Any of the factors described above could impair our ability to continue
expanding into international markets and could prevent us from increasing our
revenues and achieving profitability. We may establish contract manufacturing
operations in other countries which could further subject us to the risks
described above, particularly the difficulty of protecting intellectual property
rights.
WE HAVE DEVELOPED A PRODUCT LINE PRIMARILY BASED ON THE CDMA STANDARD AND WE MAY
NOT SUCCEED IF CDMA IS NOT WIDELY ACCEPTED.
We have concentrated our efforts on the development and sale of products
specific to CDMA technology. CDMA is the newest wireless communications
technology standard and has yet to achieve the market penetration of other more
established digital standards, including TDMA and GSM. There are currently a
limited number of wireless service providers utilizing CDMA-based equipment.
These service providers are concentrated in North America, South America and
Asia. If CDMA technology is not widely accepted by wireless service providers,
the demand for our products will not be as large as we are anticipating. A
decline in demand for our current products could have a significant negative
impact on our results of operations. In addition, a decline in demand may
require us to develop new products compatible with other wireless technology
standards, which would cause us to experience significant production delays and
cost increases with no assurance of new product acceptance.
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<PAGE> 20
BECAUSE OUR PRODUCTS ARE DEPLOYED IN COMPLEX NETWORKS, THEY MAY HAVE ERRORS OR
DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT, WHICH IF NOT REMEDIED, COULD HARM
OUR BUSINESS.
Our products are highly complex, designed to be deployed in complicated
networks and may contain undetected defects, errors or failures. Although our
products are tested during manufacturing prior to deployment, they can only be
fully tested when deployed in commercial networks. Consequently, our customers
may discover errors after the products have been deployed. The occurrence of any
defects, errors or failures could result in installation delays, product
returns, diversion of our resources, increased service and warranty costs, legal
actions by our customers, increased insurance costs and other losses to us or to
our customers or end users. Any of these occurrences could also result in the
loss of or delay in market acceptance of our products, which would harm our
business and adversely affect our operating results and financial condition.
WE ARE DEPENDENT ON LICENSED TECHNOLOGY FOR OUR PRODUCTS.
The receive diversity technology contained in our products is licensed from
one of our executive officers. The license agreement requires the timely payment
of royalties in the form of cash and shares of our common stock. These royalty
payments are non-refundable. Failure to honor the terms of the license agreement
could adversely affect our business.
IF WE ARE UNABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY
BE UNABLE TO COMPETE EFFECTIVELY.
We regard substantial elements of our products, such as receive diversity
technology, component design specifications, network management software and
network component optimization techniques, as proprietary and attempt to protect
them by relying on patent, trademark, service mark, copyright and trade secret
laws. We also rely on confidentiality procedures and contractual provisions with
our employees, consultants, vendors and licensees to protect our intellectual
property. Despite these efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our intellectual property, which could harm
our business.
As of September 29, 2000, we had four patents granted and 11 patent
applications pending. It is possible that no patents will be issued from these
pending applications or from future patent applications. Moreover, our currently
issued patents and any patents issued in the future may not provide us with any
competitive advantages over, or may be challenged by, third parties.
Effective patent, trademark, service mark, copyright and trade secret
protection may not be available in some countries in which our products are
distributed, particularly countries within South America and Asia. Furthermore,
our competitors may independently develop similar technologies that limit the
value of our intellectual property or design around patents issued to us.
BECAUSE LEGAL STANDARDS RELATING TO THE PROTECTION OF INTELLECTUAL PROPERTY
RIGHTS RELATED TO THE TELECOMMUNICATIONS INDUSTRY ARE UNCERTAIN AND EVOLVING, WE
MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS DISPUTES, CAUSING US TO INCUR
SIGNIFICANT COSTS, DIVERTING THE TIME AND ATTENTION OF OUR MANAGEMENT AND
PREVENTING US FROM SELLING OUR PRODUCTS.
Due to the competitive nature of the telecommunications industry,
particularly as it relates to CDMA-based technology, any competitive advantage
we may have relies heavily upon protection of our intellectual property rights.
Because the legal standards relating to the validity, enforceability and scope
of protection of intellectual property rights in our industry are uncertain and
evolving, in the future, we may be a party to litigation concerning the
intellectual property incorporated in our products. These lawsuits, regardless
of their outcome, would be time-consuming and expensive to resolve and would
divert management time and attention. Any potential intellectual property
litigation also could force us to do one or more of the following:
- stop selling, incorporating or using our products that use the challenged
intellectual property;
- obtain from the owner of the infringed intellectual property right a
license to sell or use the relevant technology, which license may not be
available on reasonable terms, or at all; or
- redesign those products that use the challenged technology.
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<PAGE> 21
If we are forced to take any of these actions, our business may be harmed.
Our insurance may not cover potential claims of this type or may not be adequate
to indemnify us for all liability that may be imposed.
A SIGNIFICANT DECREASE IN THE COST OF BASE STATIONS AND THEIR COMMUNICATION
LINKS WOULD DIMINISH ONE OF OUR COMPETITIVE ADVANTAGES.
Unlike our repeater products, current base stations require an expensive
communications link, usually through a high capacity digital telephone
connection, to the network. In addition, base stations themselves are typically
larger and more expensive than repeaters. A decrease in the cost of base
stations and the communication links used to connect base stations to the local
telephone network, especially in less populated areas, will diminish a cost
saving that our customers experience from using our product. If the cost of base
stations and their communication links decline, demand for our products may
decrease and we may have to lower our product prices or experience a decline in
orders. Either one of these results could cause decreased revenues and margins.
DELAYS IN NEW PRODUCT DEVELOPMENT PROJECTS COULD HARM OUR BUSINESS.
The market for our products is subject to competition from other repeater
manufacturers and base station manufacturers. As a result, we must continue to
develop new products and enhancements to our existing products to remain
competitive. In particular, we must develop and bring to market our in-building
coverage products and our products designed to address third generation or 3G
wireless networks. If we do not successfully develop new products and
enhancements in a timely manner, we may lose market acceptance of our products
and be unable to compete effectively with new competitive products, which could
harm our business.
IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS COULD BE
SERIOUSLY HARMED.
The challenge of managing our growth will place a significant strain on our
planning and management capabilities. To manage our expected growth of
operations and personnel, we will need to:
- improve financial and operational controls, as well as our reporting
systems and procedures;
- install new management information systems; and
- hire, train, motivate and manage our sales and marketing, engineering,
technical, finance and customer service employees.
If we cannot effectively hire and manage new employees or monitor, manage
and control expanded operations, our business and prospects could be seriously
harmed.
IF WE LOSE KEY ENGINEERING PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED
ENGINEERING PERSONNEL, WE MAY NOT BE SUCCESSFUL.
Our future success largely depends on our ability to attract and retain
qualified engineering personnel. The market for qualified engineering personnel
in the telecommunications industry is highly competitive and if we cannot
attract and retain these personnel, it would significantly limit our ability to
compete and to grow our business.
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<PAGE> 22
WE HAVE ENGAGED IN ACQUISITIONS AND MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY
SUBJECT US TO VARIOUS OPERATIONAL AND FINANCIAL RISKS.
We have in the past and expect in the future to acquire other businesses or
technologies that complement our products, expand the breadth of our product
offerings, enhance our technical capabilities, help secure critical sources of
supply, or that may otherwise offer growth opportunities. In connection with
acquisitions, we may incur operational and financial risks, including:
- difficulties in combining operations, personnel, technologies or
products;
- unanticipated costs;
- risks associated with entering markets in which we have no or limited
prior experience;
- diversion of management's attention from our core business;
- adverse effects on existing business relationships with suppliers and
customers;
- issuing stock that would dilute our current stockholders' percentage
ownership;
- incurring debt; and
- assumption of liabilities.
A NUMBER OF SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE WHICH MAY DEPRESS OUR
STOCK PRICE.
Sales of substantial amounts of our common stock in the public market or
the perception that a large number of shares are available for sale, could cause
the market price of our common stock to decline. Immediately following our
initial public offering, approximately 80% of our outstanding shares of common
stock, including shares that can be acquired upon the exercise of options and
warrants, were subject to a "lock-up" agreement that would prevent the resale of
these shares until 180 days after the our initial public offering. Following the
expiration of this 180-day "lock-up" period, the holders of these shares will,
in general, be entitled to dispose of these shares. Moreover, U.S. Bancorp Piper
Jaffray Inc. may, in its sole discretion and at any time without notice, release
all or any portion of the securities subject to the lock-up. In addition to the
adverse effect a price decline could have on holders of our common stock, that
decline would likely impede our ability to raise capital through the issuance of
additional shares of our common stock or other equity securities.
The holders of approximately 17 million shares of our common stock
(including warrants exercisable for 250,395 shares of common stock) have rights,
subject to some conditions, to require us to file registration statements
covering their shares, or to include their shares in registration statements
that we may file for ourselves or other stockholders. By exercising their
registration rights and selling a large number of shares, these holders could
cause the price of our common stock to decline. Furthermore, if we were to
include in a company-initiated registration statement shares held by those
holders pursuant to the exercise of their registration rights, those sales could
impair our ability to raise needed capital by depressing the price at which we
could sell our common stock.
OUR CERTIFICATE OF INCORPORATION AND BYLAWS, AS WELL AS PROVISIONS OF DELAWARE
LAW, COULD DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.
Certain provisions of our certificate of incorporation, our bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable. This could have an adverse effect on the
market price of our common stock or prevent our stockholders from realizing a
premium over the market price for their shares of our common stock. See
"Description of Capital Stock" for a discussion of these anti-takeover
provisions.
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<PAGE> 23
CONTROL BY CERTAIN STOCKHOLDERS WILL LIMIT THE ABILITY OF OTHER STOCKHOLDERS TO
INFLUENCE THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD
DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY BY THIRD PARTIES.
We believe that our executive officers, directors and entities affiliated
with them, along with the current holders of more than 5% of our equity, in the
aggregate, beneficially own a majority of our outstanding common stock. These
stockholders, if acting together, would be able to exert a significant degree of
influence over our management and affairs and over matters requiring approval by
our stockholders, including the election of our board of directors and the
approval of mergers or other business combination transactions. This
concentration of ownership could have the effect of delaying or preventing a
change in our control or otherwise discourage a potential acquirer from
attempting to obtain control of us, which in turn could have an adverse effect
on the market price of our common stock or prevent our stockholders from
realizing a premium over the market price for their shares of our common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
We believe we do not have any significant exposures to quantitative and
qualitative market risks. For the six months ended September 29, 2000, we did
not have any derivative financial instruments or any derivative commodity
instruments. Our other financial instruments include trade accounts receivable,
trade accounts payable, convertible subordinated debentures and a term note. Our
accounts receivable and accounts payable are relatively short term in duration
and as a consequence, are not exposed to significant interest rate changes and
consequent fair value adjustments. Our cash equivalents are invested in interest
bearing accounts, generally money market accounts of less than seven days
average maturity, and as a result are not subject to significant valuation
adjustments due to interest rate changes. We also have a term loan, which bears
interest at a fixed rate. As a result, the payments due under the term loan are
not subject to adjustment due to interest rate changes. Our financial market
risk includes risks associated with international operations and related foreign
currencies. We anticipate that international sales will continue to account for
a significant portion of our consolidated revenues. Most of our international
sales are in U.S. dollars and, therefore, are not subject to foreign currency
exchange rate risk. At September 29, 2000, approximately 5.0% of our ending
accounts receivable were denominated in a foreign currency and as a result, we
were subject to foreign currency exchange risk on this amount. In addition,
expenses of our international operations are denominated in each country's local
currency and are subject to foreign currency exchange risk. Through September
29, 2000, we have not experienced any significant negative impact on our
operations as a result of fluctuations in foreign currency exchange rates.
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<PAGE> 24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
INITIAL PUBLIC OFFERING
In August 2000 we completed the closing of the initial public offering of
our common stock pursuant to our Registration Statement on Form S-1 (File No.
333-31266) as filed with the Securities and Exchange Commission on February 28,
2000, as amended, the effective date of which was August 8, 2000.
The net proceeds from the initial public offering are intended to be used
for general corporate purposes, including working capital, research and
development, sales and marketing, network design services, capital expenditures,
and potential acquisitions.
The following changes in our capital stock occurred immediately upon the
closing of the offering:
- all issued and outstanding shares of the Company's preferred stock were
converted into an aggregate of 10,116,319 shares of common stock;
- outstanding warrants were exercised, resulting in an issuance of 835,000
shares of common stock after giving effect to cashless net exercise of
certain warrants; and
- $20.1 million of Series DD and Series EE convertible debentures were
converted into an aggregate of 3,364,763 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 11, 2000, the Company's stockholders, acting by written consent in
lieu of a meeting and by the requisite approval, approved the form, terms and
provisions of the following documents: (i) the Amended and Restated Certificate
of Incorporation, which, among other things, created a class of Series EE
Preferred Stock and designated the rights and preferences of such class of
stock; (ii) the Amended and Restated Certificate of Incorporation, which was to
be effective immediately following the closing of the initial public offering;
(iii) the 2000 Equity Incentive Plan, which provided for an initial
authorization of 3,000,000 shares of Common Stock reserved for issuance under
such plan and was amended to (a) take effect upon the approval of such plan by
the Board of Directors rather than upon the initial public offering, (b) provide
that the share reserve under such plan will automatically increase each year by
the lesser of 1,000,000 shares or 4% of the total number of shares of the
Company's Common Stock beginning on January 1, 2001, rather than on January 1,
2002, and (c) comply with applicable laws prior to the initial public offering;
and (iv) the 2000 Employee Stock Purchase Plan, pursuant to which the Company
may issue up to an aggregate of 500,000 shares of Common Stock after the closing
of the initial public offering. Holders of 12,336,802 shares of the Company's
Common Stock, on an as-converted basis, voted in favor of all of the above
matters.
ITEM 5. OTHER INFORMATION
Not applicable
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<PAGE> 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1+ Amended and Restated Certificate of Incorporation of the
Registrant.
3.3* Bylaws of the Registrant.
4.1* Specimen Common Stock Certificate.
4.2* Amended and Restated Preferred Stock Purchase Warrant, dated
August 6, 1997, issued to Lighthouse Capital Partners II,
L.P.
4.3* Warrant to Purchase Shares of Series DD Preferred Stock of
Repeater Technologies, Inc., dated January 25, 1999, issued
to Phoenix Leasing Incorporated.
4.4* Stock Subscription Warrant to Purchase Series DD Preferred
Stock of Repeater Technologies, Inc., dated July 8, 1999,
issued to TBCC Funding Trust II.
4.5* Seventh Amended and Restated Investors' Rights Agreement,
dated July 11, 2000.
4.6* Form of Warrant to Purchase Shares of Series EE Preferred
Stock.
10.10* Convertible Debenture and Warrant Purchase Agreement, dated
July 11, 2000.
27.1 Financial Data Schedule.
</TABLE>
---------------
+ Incorporated by reference from the correspondingly numbered exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2000, filed with the Commission on September 20, 2000.
* Incorporated by reference from the correspondingly numbered exhibit to the
Registrant's Registration Statement on Form S-1 (No. 333-31266), filed with
the Commission on February 28, 2000, as amended through the date hereof.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the three months ended September
29, 2000.
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<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REPEATER TECHNOLOGIES, INC.
By: /s/ TIMOTHY A. MARCOTTE
------------------------------------
Timothy A. Marcotte,
Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: November 13, 2000
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<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1+ Amended and Restated Certificate of Incorporation of the
Registrant.
3.3* Bylaws of the Registrant.
4.1* Specimen Common Stock Certificate.
4.2* Amended and Restated Preferred Stock Purchase Warrant, dated
August 6, 1997, issued to Lighthouse Capital Partners II,
L.P.
4.3* Warrant to Purchase Shares of Series DD Preferred Stock of
Repeater Technologies, Inc., dated January 25, 1999, issued
to Phoenix Leasing Incorporated.
4.4* Stock Subscription Warrant to Purchase Series DD Preferred
Stock of Repeater Technologies, Inc., dated July 8, 1999,
issued to TBCC Funding Trust II.
4.5* Seventh Amended and Restated Investors' Rights Agreement,
dated July 11, 2000.
4.6* Form of Warrant to Purchase Shares of Series EE Preferred
Stock.
10.10* Convertible Debenture and Warrant Purchase Agreement, dated
July 11, 2000.
27.1 Financial Data Schedule.
</TABLE>
---------------
+ Incorporated by reference from the correspondingly numbered exhibit to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended,
filed with the Commission on September 20, 2000.
* Incorporated by reference from the correspondingly numbered exhibit to the
Registrant's Registration Statement on Form S-1 (No. 333-31266), filed with
the Commission on February 28, 2000, as amended through the date hereof.
25
