<PAGE>
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-63787
---------
ONEPOINT COMMUNICATIONS CORP.
(exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
State of Delaware 36-4225811
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
Two Conway Park 60045
150 Field Drive, Suite 300 (Zip Code)
Lake Forest, IL
(Address of principal executive offices)
Telephone number, including area code: 847-582-8800
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ____
---------
As of May 15, 2000, the Company had 1,019,570 shares of Common Stock
outstanding.
<PAGE>
ONEPOINT COMMUNICATIONS CORP.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
- -----------------------------
<TABLE>
Item 1. Financial Statements
<S> <C>
ONEPOINT COMMUNICATIONS CORP.
. Consolidated Statements of Operations (Unaudited) for the three months
ended March 31, 2000 and 1999 3
. Consolidated Balance Sheet as of March 31, 2000 (Unaudited) and
December 31, 1999 4
. Consolidated Statements of Cash Flows (Unaudited) for the three months
ended March 31, 2000 and 1999 5
. Notes to Consolidated Financial Statements (Unaudited) 6
VIC-RMTS-DC, LLC
. Statements of Operations (Unaudited) for the three months ended
March 31, 2000 and 1999 11
. Balance Sheet as of March 31, 2000 (Unaudited) and
December 31, 1999 12
. Statements of Cash Flows (Unaudited) for the three months ended
March 31, 2000 and 1999 13
. Notes to Financial Statements (Unaudited) 14
ONEPOINT SERVICES, LLC
. Consolidated Statements of Operations (Unaudited) for the three
months ended March 31, 2000 16
. Consolidated Balance Sheet as of March 31, 2000 (Unaudited)
December 31, 1999 17
. Consolidated Statements of Cash Flows (Unaudited) for the three
months ended March 31, 2000 18
. Notes to Consolidated Financial Statements (Unaudited) 19
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
ONEPOINT COMMUNICATIONS CORP. 20
VIC-RMTS-DC, LLC 24
ONEPOINT SERVICES, LLC 26
Item 3. Quantitative and Qualitative Disclosures about Market Risk 28
</TABLE>
<PAGE>
<TABLE>
PART II. OTHER INFORMATION:
- ----------------------------
<S> <C>
Item 1. Legal Proceedings 29
Item 2. Changes in Securities and Use of Proceeds 29
Item 3. Defaults upon Senior Securities 29
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 5. Other Information 29
Item 6. Exhibits and Reports on Form 8-K 29
Signatures 30
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
OnePoint Communications Corp.
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
----------------------------------------------
<S> <C> <C>
Revenue $ 9,683 $ 4,419
Cost of revenue 9,528 4,177
----------------------------------------------
155 242
Expenses:
Selling, general and administrative 15,174 10,118
Depreciation and amortization 958 655
----------------------------------------------
Loss from operations (15,977) (10,531)
Other income (expense)
Interest income 583 939
Interest expense (4,094) (4,174)
Other - (466)
----------------------------------------------
(19,488) (14,232)
----------------------------------------------
Equity in income and (losses) of unconsolidated subsidiaries 20,115 (870)
----------------------------------------------
Income/(loss) before extraordinary item 627 (15,102)
Extraordinary gain on bond repurchases - 12,427
----------------------------------------------
Net income/(loss) $ 627 $ (2,675)
==============================================
Earnings (loss)per share - Basic:
Income/(loss) before extraordinary item $ 0.63 $ (15.10)
Extraordinary item - 12.42
----------------------------------------------
Net income/(loss) $ 0.63 $ (2.68)
==============================================
Earnings (loss) per share - assuming dilution:
Income/(loss) before extraordinary item $ 0.56 $ (15.10)
Extraordinary item - 12.42
----------------------------------------------
Net income/(loss) $ 0.56 $ (2.68)
==============================================
Shares used in computing loss per share:
Weighted average common shares - basic 1,000,000 1,000,000
==============================================
Weighted average common shares - assuming full dilution
1,127,417 1,000,000
==============================================
</TABLE>
See accompanying notes.
3
<PAGE>
OnePoint Communications Corp.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999 (*)
-------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,670 $ 6,608
Restricted cash 135 134
Investment in marketable securities, current 14,437 4,230
Accounts receivable, net 4,595 2,722
Affiliate receivable 781 266
Prepaid expenses 2,366 3,358
-----------------------------------------
Total current assets 24,984 17,318
-----------------------------------------
Investment in marketable securities, non-current ($23,561 and $23,390,
restricted at March 31, 2000 and December 31, 1999, respectively) 27,058 24,570
Investments in unconsolidated subsidiaries 999 2,240
Property and equipment, net 23,081 20,378
Intangible assets, net 8,541 10,909
Other assets 6,402 5,993
-----------------------------------------
Total assets $ 91,065 $ 81,408
=========================================
Liabilities, Redeemable Preferred Stock and Stockholder's (Deficit)
Current liabilities:
Accounts payable and accrued expense $ 18,213 $ 17,232
Affiliate payable 4,544 3,778
Accrued interest payable 4,900 1,152
Current portion of long term debt 1,538 980
-----------------------------------------
Total current liabilities 29,195 23,142
Deferred Obligations 172 864
Deferred gain on sale of equity interest in consolidated subsidiary 12,932 9,188
Minority interest in consolidated subsidiaries 2,293 1,041
Long term debt 101,109 102,437
Redeemable preferred stock, $1.00 par value, 35,000 shares authorized, 35,000
shares issued and outstanding at redemption value 35,000 35,000
Stockholder's deficit:
Common stock, $0.01 par value, 2,000,000 shares authorized, 1,000,000 shares 10 10
issued and outstanding at March 31, 1999 and December 31, 1998
Additional capital 6,870 6,870
Note receivable - stockholder (1,500) (1,500)
Accumulated deficit (95,051) (95,679)
Other comprehensive income (loss) 35 35
-----------------------------------------
Total stockholder's (deficit) (89,111) (90,264)
-----------------------------------------
Total liabilities, redeemable preferred stock and stockholder's (deficit) $ 91,065 $ 81,408
=========================================
</TABLE>
(*) The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.
See accompanying notes.
4
<PAGE>
OnePoint Communications Corp.
Consolidated Statements of Cash Flow
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
----------------------------------
<S> <C> <C>
Operating activities
Net loss $ 627 $ (2,675)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 958 655
Amortization of premium (discount) of securities acquired included in interest income (312) (523)
Amortization of debt discount issuance cost and warrants included in interest expense 310 177
Amortization of developer payments included in reselling costs 139 472
Losses in equity of interest of unconsolidated investments 792 870
Extraordinary gain on bond repurchases - (12,427)
Deferred gain on sale of investments 3,744 -
Unrealized loss on investments in marketable securities - 459
Change in allowance for doubtful accounts 16 64
Changes in operating assets and liabilities:
Accounts receivable (1,887) (521)
Prepaid expenses 444 (1,056)
Other assets 34 --
Affiliates payable 766 (20)
Affiliates receivable (515) 494
Accounts payable and accrued expenses 981 (789)
Accrued interest 3,748 3,181
----------------------------------
Net cash provided by (used in) operating activities 9,132 (11,639)
Investing activities
Restricted cash, net - 5,070
Acquisition of intangible assets 3 --
Purchase of equity instruments 1,348 --
Change in minority interest 1,256 --
Proceeds from sale of marketable securities 21,596 33,801
Purchase of marketable securities (31,994) (6,223)
Acquisition of property and equipment (3,542) (2,619)
----------------------------------
Net cash provided by (used in) investing activities (11,333) 30,029
Financing activities
Proceeds from issuance of long-term debt (900) --
Repayment of long-term debt (838) (18,107)
----------------------------------
Net cash (used in) provided by financing activities (1,737) (18,107)
----------------------------------
Net increase (decrease) in cash (3,938) 283
Cash at the beginning of period 6,608 5,730
----------------------------------
Cash at the end of period $ 2,670 $ 6,013
==================================
</TABLE>
See accompanying notes.
5
<PAGE>
OnePoint Communications Corp.
Notes to Consolidated Financial Statements
Note 1 - Organization and Basis of Presentation
OnePoint Communications Corp. (the "Company") was incorporated to provide
bundled communications services including local and long distance telephony,
video programming and internet access to residents of multiple dwelling units
("MDUs"). The Company consists of OnePoint Communications Corp., the parent
company, and its wholly-owned subsidiaries, OnePoint Communications-Colorado,
LLC, OnePoint Communications-Illinois, LLC, OnePoint Communications Holdings,
LLC ("OPC Holdings") and its majority-owned subsidiary OnePoint Services, LLC
("OPS") in which the Company maintains a 71.0% interest and is consolidated in
the accompanying financials statements. In addition, through OPC Holdings, the
Company maintains (i) a 63.97% interest in VIC-RMTS-DC, LLC, which has been
consolidated in the accompanying financial statements; (ii) a 41.38% interest in
Mid-Atlantic Telcom Plus, LLC, a subsidiary accounted for under the equity
method; and (iii) a 1.0% interest in ComPlus, LP, a subsidiary accounted for
under the equity method.
The accompanying unaudited consolidated financial statements include the
accounts of OnePoint Communications Corp., its wholly-owned subsidiaries, and
its majority-owned subsidiaries (OnePoint Services, LLC, and VIC-RMTS-DC, LLC).
All inter-company transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form 10-
Q and Article 10 of Regulation S-X. Accordingly, the accompanying consolidated
financial statements do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. In the opinion of management, all adjustments
(consisting of normally recurring accruals) considered necessary for a fair
presentation have been included in the accompanying consolidated financial
statements. The consolidated results of operations for the three-month period
ended March 31, 2000 are not necessarily indicative of the results that may be
expected for the full fiscal year. These consolidated financial statements
should be read in conjunction with the consolidated audited financial statements
as of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999 included in the Annual Report on Form 10-K of OnePoint
Communications Corp. (File No. 333-63787), as filed with the Securities and
Exchange Commission.
Note 2 - Summarized Income Statement Information of Affiliates
The Company has an investment of 1.0%, which was obtained during the first
quarter of 2000, in one company and accounts for this investment using the
equity method. The combined results of operations and financial position of the
Company's equity-basis affiliate is summarized below (in thousands):
Three Months Ended
March 31, 2000
--------------------
Condensed Operating Information
Net sales $ 9,071
Loss from operations (1,942)
-------
Net income/(loss) $(2,075)
=======
The Company has an investment of 41.0% in a second company and accounts for
this investment using the equity method. The combined results of operations and
financial position of the Company's equity-basis affiliate is summarized below
(in thousands):
6
<PAGE>
OnePoint Communications Corp.
Notes to Consolidated Financial Statements
Note 2 - Summarized Income Statement Information of Affiliates (continued)
Three Months Ended
March 31,
----------------------
2000 1999
----------------------
Condensed Operating Information
Net sales $ 3,590 $ 4,776
Income/(loss) from operations (1,601) 1,322
Gain on sale of assets 83,310 --
----------------------
Net income/(loss) $78,706 $ (1,930)
======================
Note 3 - Unit Offering
In May 1998, the Company offered 175,000 units each consisting of a $1,000
principal amount of 14.5% Senior Notes due 2008 (the "Senior Notes") and a
warrant to purchase 0.635 shares of the common stock of the Company (a
"Warrant") for gross proceeds of $175.0 million (collectively, the "Unit
Offering"). The Company used approximately $80.5 million of the net proceeds
from the Unit Offering to purchase securities pledged with a trustee to fund
future interest payments on the Senior Notes (the "Pledged Securities"). The
Company also used a portion of the proceeds to pay down the borrowings under a
term note from Northern Trust Bank (the "Credit Facility") which the Company has
borrowed again since that time. The Company completed open market purchases of
Senior Notes having an aggregate principal amount of $92.3 million between
November 9, 1998 and June 30, 1999 at various prices for an aggregate total cost
of approximately $47.9 million, including accrued interest and transaction fees.
The Company recognized an extraordinary gain on the early extinguishment of this
debt of $19.8 million in the fourth quarter of 1998 and recognized an
extraordinary gain of approximately $12.4 million and $8.0 million in the first
and second quarters of 1999, respectively. Pursuant to the restricted securities
agreement entered into in connection with the issuance of the Senior Notes, the
trustee of the Pledged Securities released approximately $26.7 million of such
securities on February 24, 1999 and $11.5 million on July 8, 1999 upon request
by the Company. Based on market conditions, the Company will continue to
evaluate the repurchase of Senior Notes and may continue to utilize existing
cash to fund additional purchases. The balance of the net proceeds have been
invested in network infrastructure, to support voice and data services,
investment in the Company's subsidiaries and to fund working capital for general
corporate purposes, including operating losses.
Note 4 - Changes in Non-owner Equity
Beginning in the first quarter of 1998, compliance with SFAS No. 130,
"Reporting Comprehensive Income" was required. In accordance with the
requirements of this standard, the components of changes in non-owner equity,
net of related tax for the three months ended March 31, 2000 and 1999 are as
follows (in thousands):
Three Months Ended
March 31,
2000 1999
------------------------------
Net Income/(loss) $ 1,153 $ (2,675)
Unrealized gain on securities - 20
------------------------------
Changes in non-owner equity $ 1,153 $ (2,655)
==============================
Note 5 - Loss Per Share
The Company's basic loss per share calculations is based upon the weighted
average shares of preferred and common stock outstanding. The dilutive effect of
the vested stock appreciation rights and warrants outstanding are included for
purposes of calculating diluted earnings per share, except for periods when the
Company reported a net loss, in which case the inclusion of stock appreciation
rights and warrants outstanding would be anti-dilutive. For the three months
ended March 31, 2000, the Company's earnings per share, assuming dilution,
includes the dilutive effect of the assumed exercise of 111,125 warrants issued
in connection with the Senior Notes and the vested portion of the Stock
Appreciation Rights program equal to 16,292 shares as if such
7
<PAGE>
OnePoint Communications Corp.
Notes to Consolidated Financial Statements
Note 5 - Loss Per Share (continued)
warrants and rights were exercised as of the beginning of the period. There were
no adjustments to net income available to common shareholders for basic or fully
diluted earnings per share for the three months ended March 31, 2000.
Note 6 - Other Information
The Company made cash payments of $0.1 million and $0.8 million for
interest and $0.0 million for income taxes during the three months ended March
31, 2000 and 1999, respectively.
The Company is, from time to time, party to litigation arising in the
ordinary course of its business. The Company believes that such litigation will
not have a material impact on the Company's financial position or results of
operations.
Note 7 - Segment Information
The Company's reportable segments are segregated into business units that
offer services to four distinct geographic regions; (i) Atlanta, Georgia and
Charlotte/Raleigh/Durham, North Carolina (the "Southeast Region"), (ii) Chicago,
Illinois (the "Central Region"), (iii) Denver, Colorado and Phoenix, Arizona
(the "Western Region"), and (iv) Washington, DC/Baltimore, MD/Philadelphia, PA
(the "Mid-Atlantic Region"). The Company's services to each segment include a
combination of telephony, video and/or high-speed Internet access services.
The Company evaluates performance and allocates resources based on
operating income or loss. The accounting policies of the reportable segments are
the same as those described in the summary of significant accounting policies.
The Company and its subsidiaries carry their investments in affiliates on the
equity method of accounting. Accordingly, certain segments have recognized
equity in the earnings of other segments and their proportionate share of the
assets and liabilities of investments in affiliates. All inter-segment
investment amounts have been excluded in the reported financial information for
the business segments. The Company's segments do not provide services to each
other; therefore, there were no inter-segment sales or related cost of sales
during the periods presented.
All investments in affiliates accounted for under the equity method are in
the Mid-Atlantic Region segment, except for the Company's investment in ComPlus,
LP which is included in the Other segment. Equity in the net income/(losses) of
investees accounted for by the equity method totaled $20.1 million and $(0.8)
million for the Mid-Atlantic segment and $0.02 million and $0.0 million for the
Other segment for the three months ended March 31, 2000 and 1999, respectively.
The Mid-Atlantic region's investment in affiliates accounted for under the
equity method totaled $0.0 million and $2.2 million as of March 31, 2000 and
December 31, 1999, respectively. The Other region's investment in affiliates
accounted for under the equity method totaled $1.0 million and $0.0 million as
of March 31, 2000 and December 31, 1999, respectively.
The following table provides certain financial information for each
business segment (in thousands):
March 31,
2000 1999
--------------------------
Revenues:
Central Region $ 1,914 $ 1,446
Mid-Atlantic Region 1,777 902
Southeast Region 2,406 1,266
Western Region 3,586 796
Other - 9
--------------------------
$ 9,683 $ 4,419
==========================
8
<PAGE>
OnePoint Communications Corp.
Notes to Consolidated Financial Statements
Note 7 - Segment Information (continued)
Loss from operations:
Central Region $ (2,923) $ (2,878)
Mid-Atlantic Region (3,206) (3,102)
Southeast Region (3,639) (2,006)
Western Region (4,603) (1,875)
Other (957) (670)
--------------------------
$ (15,977) $(10,531)
==========================
Identifiable assets:
Central Region $ 20,475 $ 17,087
Mid-Atlantic Region 5,334 4,924
Southeast Region 3,846 2,767
Western Region 10,405 1,382
Other 51,005 90,894
--------------------------
$ 91,065 $117,054
==========================
The following table provides gross revenues on a service line basis (in
thousands):
March 31,
2000 1999
-------------------------
Revenues:
Voice $8,416 $3,259
Video 1,236 1,125
Data 31 35
-------------------------
$9,683 $4,419
-------------------------
Note 8 - Related Party Transactions
At March 31, 2000 and December 31, 1999, the Company had accrued $0.0
million and $0.03 million in accounts payable related to reimbursement for
seconded employees provided by SBC Communications, Inc. ("SBC"). SBC has
guaranteed certain leases, debt and other obligations of the Company.
The Company entered into a professional services agreement with The VenCom
Group, Inc., ("VenCom") in April 1998, pursuant to which VenCom provides
financial and management consulting services and manages the Company's
relationships with Ventures in Communications II, LLC ("VIC2") and SBC. The
Company accrued consulting fees of $0.3 million during the three month period
ended March 31, 2000. Approximately $3.8 million and $3.4 million remained
unpaid as of March 31, 2000 and December 31, 1999 respectively. Amortization of
debt issuance costs have been recognized as components of interest expense.
Note 9 - Deferred Gain on Sale of Equity Interest in Consolidated Subsidiary
In December 1999 and February 2000, SBC Comventures, Inc., a wholly-owned
subsidiary of SBC, invested $10.0 million and $5.0 million, respectively, to
obtain a 24.0% and 12.0% direct ownership interest, respectively, in a majority-
owned subsidiary of the Company, VIC-RMTS-DC, LLC. These transactions resulted
in an aggregate deferred gain of approximately $12.9 million. This agreement
provided the Company the right to repurchase the interest in VIC-RMTS-DC, LLC
for the original sales price plus 15% per annum. In addition, SBC Comventures,
Inc. has the right to put the VIC-RMTS-DC, LLC interests to the Company's
Chairman, personally, under the same terms as the Company's call repurchase
rights.
9
<PAGE>
OnePoint Communications Corp.
Notes to Consolidated Financial Statements
Note 9 - Deferred Gain on Sale of Equity Interest in Consolidated Subsidiary
(continued)
In April 2000, the Company exercised its right to repurchase a portion of
the common ownership interest in VIC-RMTS-DC, LLC previously sold to SBC
Comventures, Inc. in exchange for $10.4 million which represents the original
sales price of $10.0 million and accrued interest at 15.0% per annum totaling
$0.4 million. After giving effect to this repurchase, SBC Comventures, Inc.
holds a 12.0% interest in VIC-RMTS-DC, LLC. The Company retains its call on such
units at the original purchase price plus 15.0% per annum and SBC Comventures,
Inc. retains its rights to put such interest to the Company's chairman,
personally, under the same provisions as the Company's call right. The Company
has deferred the recognition of gains generated by the sale of VIC-RMTS-DC, LLC
units to SBC Comventures, Inc. due to the uncertainty of the ultimate outcome of
these transactions. In addition, the Company has recognized accrued interest on
the $15.0 million sales proceeds in the first quarter of 2000 totaling
approximately $0.5 million and has reported such amount as a component of
interest expense for the period and deferred gain on the sale of equity interest
in the consolidated subsidiary.
Note 10 - Leases
In January 2000 the Company entered into a long-term lease for office space
in Lake Forest, IL to serve as the Company's corporate headquarters. The lease
terms require monthly payments of approximately $0.06 million in 2000 and
escalate at 3.0% per annum to $0.08 million per month in 2010 at the lease
expiration date. The lease provides for the pass-through of increases in
operating expenses and real estate taxes in years subsequent to 2000 on a pro
rata basis. The aggregate future minimum lease payments under this noncancelable
operating lease are approximately $8.4 million over the 10 year term.
Note 11 - Management's Plans
Based on the Company's current liquidity and capital resources, there is
doubt about its ability to continue operations and meet its financial
obligations through the next twelve months. In the event the Company is unable
to obtain sufficient capital through the issuance of additional equity
instruments to fund it's current business plan, the Company will seek to
maintain liquidity through a combination of asset sales, additional debt
financing, and the sale of certain business units as it modifies its business
plan. Management remains optimistic that the Company will be able to raise
sufficient equity financing and that, if required, the Company's current equity
investors will continue to support the short-term financing requirements of the
business.
Note 12 - Subsequent Events
In April 2000, the Company exercised its option to repurchase a portion of
the common ownership interest in VIC-RMTS-DC, LLC previously sold to SBC
Comventures, Inc. as discussed in Note 9.
In May 2000, the Company sold 19,570 shares of its common stock,
representing a 1.73%, fully diluted, interest in the Company, to an unaffiliated
third party. Under the terms of the agreement the third party is entitled to
receive up to an additional 2.0% of the Company's common stock as of the
agreement date if certain funding is not obtained by the Company.
10
<PAGE>
Item 1. Financial Statements
- -----------------------------
VIC-RMTS-DC, LLC
Statements of Operations
(Dollars in thousands, except for per unit data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
---------------------------------
<S> <C> <C>
Revenue $ 1,777 $ 902
Cost of revenue 2,082 1,127
--------------------------------
(305) (225)
Expenses:
Selling, general and administrative 2,901 2,784
Depreciation and amortization 105 93
--------------------------------
Net loss $ (3,311) $ (3,102)
================================
Basic loss per unit $(119,530.70) $(139,727.73)
================================
Units used in the computation of basic loss per unit 27.7 22.2
--------------------------------
</TABLE>
See accompanying notes.
11
<PAGE>
VIC-RMTS-DC, LLC
Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999(*)
------------------------------
<S> <C> <C>
Assets
Current assets:
Accounts receivable, net $ 1,054 $ 554
Affiliate receivable 271 263
Prepaid expenses 521 730
---------------------------
Total current assets 1,846 1,547
Property and equipment, net 2,343 2,439
Other assets 189 204
---------------------------
Total assets $ 4,378 $ 4,190
===========================
Liabilities and Unitholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,647 $ 1,744
---------------------------
Total current liabilities 1,647 1,744
Other deferred obligations 171 171
Unitholders Equity:
Contributed capital 36,417 32,916
Accumulated deficit (33,857) (30,641)
---------------------------
Total unitholders' equity 2,560 2,274
---------------------------
Total liabilities and unitholders' equity $ 4,378 $ 4,190
===========================
</TABLE>
(*) The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
See accompanying notes.
12
<PAGE>
VIC-RMTS-DC, LLC
Statements of Cash Flow
(Dollars in thousands, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---------------------------
<S> <C> <C>
Operating activities
Net loss $ (3,311) $ (3,102)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 105 93
Amortization of developer payments included in reselling cost 15 122
Change in allowance for doubtful accounts 1 14
Changes in operating assets and liabilities:
Accounts receivable (500) (53)
Affiliates receivable (9) (286)
Prepaid expenses 209 (297)
Accounts payable, accrued expenses and deferred obligations (97) 316
--------------------------
Net cash used in operating activities (3,587) (3,193)
Investing activities
Acquisition of property and equipment (9) (238)
--------------------------
Net cash used in investing activities (9) (238)
Financing activities
Unitholder contributions 3,596 3,431
--------------------------
Net cash provided by financing activities 3,596 3,431
--------------------------
Net increase (decrease) in cash -- --
Cash at the beginning of period -- --
--------------------------
Cash at the end of period $ -- $ --
==========================
</TABLE>
See accompanying notes.
13
<PAGE>
VIC-RMTS-DC,LLC
Notes to Financial Statements
Note 1 - Basis of Presentation
VIC-RMTS-DC, LLC (the "Company") was incorporated to provide bundled
communications services including local and long distance telephony and high
speed internet access to residents of multiple dwelling units ("MDUs") in the
Mid-Atlantic region of the United States. The Company is a majority-owned
subsidiary of OnePoint Communications Corp. (the "Parent Company" or
"OnePoint"), through its wholly-owned subsidiary, OnePoint Communications
Holdings, LLC ("OPC Holdings").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form 10-
Q and Article 10 of Regulation S-X. Accordingly, the accompanying financial
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normally recurring accruals) considered necessary for a fair presentation
have been included in the accompanying financial statements. The results of
operations for the three-month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the full fiscal year. These
financial statements should be read in conjunction with the consolidated audited
financial statements as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 included in the Annual Report on
Form 10-K of OnePoint Communications Corp. (File No. 333-63787), as filed with
the Securities and Exchange Commission.
Note 2 - Guarantor of the Debt of Others
The Company is an unconditional guarantor of the 14 1/2% Senior Notes due
2008 issued by OnePoint in May 1998. As of March 31, 2000, there was $82.8
million in principal amount of Senior Notes outstanding. The Company is
required under Indenture governing OnePoint's Senior Notes to comply with
specified debt covenants, including limitations on sales of certain assets,
mergers, distributions, and other activities.
In May 1998, the Company offered 175,000 units each consisting of a $1,000
principal amount of 14 1/2% Senior Notes due 2008 (the "Senior Notes") and a
warrant to purchase 0.635 shares of the common stock of the Company (a
"Warrant") for gross proceeds of $175.0 million (collectively, the "Unit
Offering"). The Company used approximately $80.5 million of the net proceeds
from the Unit Offering to purchase securities pledged with a trustee to fund
future interest payments on the Senior Notes (the "Pledged Securities"). The
Company also used a portion of the proceeds to pay down the borrowings under a
term note from Northern Trust Bank (the "Credit Facility") which the Company has
borrowed again since that time. The Company completed open market purchases of
Senior Notes having an aggregate principal amount of $92.3 million between
November 9, 1998 and June 30, 1999 at various prices for an aggregate total cost
of approximately $47.9 million, including accrued interest and transaction fees.
The Company recognized an extraordinary gain on the early extinguishment of this
debt of $19.8 million in the fourth quarter of 1998 and recognized an
extraordinary gain of approximately $20.4 million in the first and second
quarters of 1999. Pursuant to the restricted securities agreement entered into
in connection with the issuance of the Senior Notes, the trustee of the Pledged
Securities released approximately $26.7 million of such securities on February
24, 1999 and $11.5 million on July 8, 1999 upon request by the Company. Based on
market conditions, the Company will continue to evaluate the repurchase of
Senior Notes and may continue to utilize existing cash to fund additional
purchases. The balance of the net proceeds have been invested in network
infrastructure, to support voice and data services, to invest in the Company's
subsidiaries and to fund working capital and for general corporate purposes,
including operating losses.
Note 3 - Unitholders' Equity
During the first quarter of 2000, the Company did not issue capital calls
to its members. As of March 31, 2000, the Company had received approximately
$36.4 million, all of which was paid by OnePoint Communications Holdings, LLC
("OPC Holdings"), the Company's managing member.
14
<PAGE>
VIC-RMTS-DC,LLC
Notes to Financial Statements
Note 3 - Unitholders' Equity (continued)
In December 1999 and February 2000, SBC Comventures, Inc., a wholly-owned
subsidiary of SBC, paid $10.0 million and $5.0 million, respectively to OPC
Holdings in exchange for a 24.0% and 12.0% direct ownership interest,
respectively, in the Company. These transactions have not been recognized in the
accompanying financial statements, except for the transfer of relative net
equity positions of the parties thereto, as such transactions were among the
equity owners of the Company and no proceeds were received by the Company. These
transactions resulted in an aggregate deferred gain of approximately $12.9
million on OPC Holdings financial statements. The agreements provided OPC
Holdings the right to repurchase the interest in VIC-RMTS-DC, LLC from SBC
Comventures, Inc. for the original sales price plus 15.0% per annum. In
addition, SBC Comventures, Inc. has the right to put the VIC-RMTS-DC, LLC
interests to the OnePoint Communication Corp's Chairman, personally, under the
same terms as the Company's call repurchase rights.
15
<PAGE>
Item 1. Financial Statements
- -----------------------------
OnePoint Services, LLC
Consolidated Statements of Operations
(Dollars in thousands, except for per unit data)
<TABLE>
<CAPTION>
Three Months
Ended
March 31, 2000
--------------
<S> <C>
Revenue $ 1,742
Cost of revenue 1,440
----------
302
Expenses:
Selling, general and administrative 716
Interest Income 19
Depreciation and amortization 29
----------
Net loss $ (424)
==========
Basic loss per unit $ (0.06)
==========
Units used in the computation of basic loss per unit 7,079,000
==========
</TABLE>
See accompanying notes.
16
<PAGE>
OnePoint Services, LLC
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999(*)
-------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,190 $ 1,549
Accounts receivable, net 173 73
Inventory 59 70
Prepaid expenses 7 1
-------------------------------
Total current assets 1,429 1,693
Property and equipment, net 453 415
Intangible assets, net 2,673 2,774
Other assets 54 82
-------------------------------
Total assets $ 4,609 $ 4,964
===============================
Liabilities and Unitholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 605 $ 478
Other current liabilities 1,398 1,471
-------------------------------
Total current liabilities 2,003 1,949
Unitholders Equity:
Preferred Units par value, 1,629,300 authorized, issued and outstanding 923 923
Common Units par value, 6,790,700 units authorized and 5,449,700 units 2,721 2,706
issued and outstanding
Subscriptions receivable (395) (395)
Accumulated deficit (643) (219)
-------------------------------
Total unitholders' equity 2,606 3,015
-------------------------------
Total liabilities and unitholders' equity $ 4,609 $ 4,964
===============================
</TABLE>
(*) The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
See accompanying notes.
17
<PAGE>
OnePoint Services, LLC
Consolidated Statements of Cash Flow
(Dollars in thousands, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000
--------------------
<S> <C>
Operating activities
Net loss $ (424)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 131
Change in allowance for doubtful accounts -
Changes in operating assets and liabilities:
Accounts receivable (100)
Inventory 11
Prepaid expenses (6)
Other assets 28
Accounts payable and accrued expenses 127
Other current liabilities (73)
--------------------
Net cash used in operating activities (291)
Investing activities
Acquisition of property and equipment (68)
--------------------
Net cash used in investing activities (68)
Financing activities
Issuance of Preferred and Common membership units 15
--------------------
Net cash provided by financing activities 15
--------------------
Net increase (decrease) in cash (359)
Cash at the beginning of period 1,549
--------------------
Cash at the end of period $ 1,190
====================
</TABLE>
See accompanying notes.
18
<PAGE>
OnePoint Services, LLC
Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation
OnePoint Services, LLC (the "Company") was incorporated in November of 1999
to provide services in the prepaid retail telecommunications market, which
includes prepaid telephone cards, prepaid residential and prepaid cellular
services in the Southwestern United States. The calling cards include local and
long distance telephony services. The Company is a majority-owned subsidiary of
OnePoint Communications Corp. (the "Parent Company" or "OnePoint").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying financial
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normally recurring accruals) considered necessary for a fair presentation
have been included in the accompanying financial statements. The results of
operations for the three-month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the full fiscal year. These
financial statements should be read in conjunction with the consolidated audited
financial statements as of December 31, 1999 and the inception period ended
December 31, 1999 included in the Annual Report on Form 10-K of OnePoint
Communications Corp. (File No. 333-63787), as filed with the Securities and
Exchange Commission.
Note 2 - Guarantor of the Debt of Others
The Company is an unconditional guarantor of the 14 1/2% Senior Notes due
2008 issued by OnePoint in May 1998. As of March 31, 2000, there was $82.8
million in principal amount of Senior Notes outstanding. The Company is
required under Indenture governing OnePoint's Senior Notes to comply with
specified debt covenants, including limitations on sales of certain assets,
mergers, distributions, and other activities.
In May 1998, the Company offered 175,000 units each consisting of a $1,000
principal amount of 14 1/2% Senior Notes due 2008 (the "Senior Notes") and a
warrant to purchase 0.635 shares of the common stock of the Company (a
"Warrant") for gross proceeds of $175.0 million (collectively, the "Unit
Offering"). The Company used approximately $80.5 million of the net proceeds
from the Unit Offering to purchase securities pledged with a trustee to fund
future interest payments on the Senior Notes (the "Pledged Securities"). The
Company also used a portion of the proceeds to pay down the borrowings under a
term note from Northern Trust Bank (the "Credit Facility") which the Company has
borrowed again since that time. The Company completed open market purchases of
Senior Notes having an aggregate principal amount of $92.3 million between
November 9, 1998 and June 30, 1999 at various prices for an aggregate total cost
of approximately $47.9 million, including accrued interest and transaction fees.
The Company recognized an extraordinary gain on the early extinguishment of this
debt of $19.8 million in the fourth quarter of 1998 and recognized an
extraordinary gain of approximately $20.4 million in the first and second
quarters of 1999. Pursuant to the restricted securities agreement entered into
in connection with the issuance of the Senior Notes, the trustee of the Pledged
Securities released approximately $26.7 million of such securities on February
24, 1999 and $11.5 million on July 8, 1999 upon request by the Company. Based on
market conditions, the Company will continue to evaluate the repurchase of
Senior Notes and may continue to utilize existing cash to fund additional
purchases. The balance of the net proceeds have been invested in network
infrastructure, to support voice and data services, to invest in the Company's
subsidiaries and to fund working capital and for general corporate purposes,
including operating losses.
19
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
Results of Operations - OnePoint Communications Corp.
Three Months Ended March 31, 2000 Compared with Three Months Ended March
31, 1999.
Revenue
Total revenues for the three months ended March 31, 2000 were $9.7 million
compared to $4.4 million in the three months ended March 31, 1999, an increase
of $5.3 million or 119.0%. Telephony, cable television and data revenues for the
three months ended March 31, 2000 were $8.4 million, $1.2 million, and $0.03
million respectively. The increase in revenues from the first quarter of 1999 to
the first quarter of 2000 is due to an increase in multiple dwelling units
secured by the Company and subscribers as the Company continues to expand its
customer base and penetration into its customers usage of telephony, video and
high-speed internet services, as well as the investment in OnePoint Services,
LLC.
Cost of Revenue
Cost of revenue (telecommunication service costs, programming and payments
to owners and employees of multiple dwelling units) was $9.5 million in the
three months ended March 31, 2000 as compared to $4.2 million in the three
months ended March 31, 1999, an increase of $5.3 million or 128.1%. This
increase is a direct result of the increase in the number of subscribers to the
Company's services. The Company makes payments to developers of multiple
dwelling units in advance of revenues to secure long-term contracts. Developer
payments in 2000 compared to 1999 increased $0.6 million while the associated
revenues increased $5.3 million. The cost of telephony revenues and video
revenues for 2000 were $7.2 million and $0.8 million, respectively, as compared
to $2.7 million and $0.5 million, respectively, in 1999. Revenue for the three
months ended March 31, 2000 exceeded cost of revenues by $0.2 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $15.2 million in the
three months ended March 31, 2000 compared to $10.1 million in the three months
ended March 31, 1999, an increase of $5.1 million or 50.0%. This increase was
primarily the result of increases in personnel and related costs and the higher
costs to support an increased number of subscribers for the Company's
communications services and provisioning of retail telephony services. The
Company continues to experience high customer activation costs as it currently
provides services through resale agreements with the incumbent local exchange
carriers ("ILECs") and is dependent on the ILECs for the efficiency of order
processing and installation while it operates on a resale platform. The reserve
for bad debts was increased from 9% to 12% from the first quarter of 1999 to the
first quarter of 2000 respectively. The Company is currently implementing credit
scoring and deposit programs to address its high rate of bad debt.
Depreciation and Amortization
Depreciation and amortization was $1.0 million in the three months ended
March 31, 2000 compared to $0.6 million in the three months ended March 31,
1999, an increase of $0.4 million, or 66.7%. The increase is primarily
attributable to an increase in depreciation of cable and telephone systems
resulting from purchases and installation of such equipment.
Interest Expense and Income
Interest expense was $4.1 million for the three months ended March 31, 2000
compared to $4.2 million in the three months ended March 31, 1999, a decrease of
$0.1 million or 1.9%. The decrease is a result of lower balances outstanding on
the Senior Notes due to repurchases made in the first six months of 1999 offset
by additional interest costs associated with the Second Credit Facility obtained
in August 1999. Interest income was $0.6 million in the three months ended
March 31, 2000, compared to $0.9 million in the three months ended March 31,
1999, a decrease of $0.3 million or 37.9%. The decrease reflects a decline in
the interest income from short-term investments due to lower balances of short
term investments due to the use of the proceeds from the issuance of the Senior
Notes for repurchases thereof, capital improvements and operations.
20
<PAGE>
Equity in Losses in Unconsolidated Subsidiaries
The Company recognized equity in the income and losses of its
unconsolidated subsidiaries of $20.1 million. Such income represents the
Company's proportionate share of losses from the operations of Mid-Atlantic
Telcom Plus, LLC and ComPlus, LP and gains on the sale of substantially all of
the assets of Mid-Atlantic Telcom Plus, LLC ("Mid-Atlantic") during the three
months ended March 31, 2000 compared to an equity loss of $870 for the same
period in 1999. The Company recognized a gain in the first quarter of 2000 of
approximately $20.0 million as a component of equity in earnings of
unconsolidated subsidiaries relating to the sale of substantially all of the
assets, net of certain liabilities, in Mid-Atlantic. The Company anticipates
that additional gains of approximately $11.6 million will be recognized during
the balance of 2000 and 2001 as the final proceeds of the sale are released from
escrow.
Liquidity and Capital Resources - OnePoint Communications Corp.
The Company has financed its development through March 31, 2000 with
proceeds from the issuance of $175.0 million in Senior Notes, $35.0 million of
funding provided by Ventures in Communications, LLC ("VIC"), $0.1 million of
equity invested by VenCom, L.L.C., borrowings under a $9.0 million credit
facility from Northern Trust (the "Credit Facility"), a second $16.0 million
credit facility from Northern Trust (the "Second Credit Facility"), and a net
$5.0 million equity investment in VIC-RMTS-DC, LLC by SBC Comventures, Inc. As
of March 31, 2000: (i) Ventures in Communications II, LLC ("VIC2") owned all of
the Company's outstanding capital stock; (ii) Mr. Otterbeck indirectly owned
89.1% of VIC2's common membership units, and had first priority on the first
$35.0 million of distributions by VIC2 (less all principal and interest payments
on the VIC2 Note); (iii) SBC indirectly owned 9.9% of VIC2's common membership
units and VIC had warrants exercisable for 11.9% of VIC2's equity; and (iv) CAIS
Internet, Inc. owned 1% of VIC2's common membership units.
From February to June 1997, the Company made investments totaling
approximately $12.0 million in Mid-Atlantic, a joint venture the Company entered
into to provide video service in the mid-atlantic region, and in December 1997
the Company invested $0.8 million in Mid-Atlantic Telcom Plus Interactive, LLC
("MAC Interactive") to establish a separate joint venture with the other
investors in Mid-Atlantic to secure exclusive marketing rights for certain
programming services from an affiliated company. The Company completed the
orderly disposition of MAC Interactive in 1999 and realized gross proceeds of
approximately $0.1 million on the sale of substantially all of the assets, net
of certain liabilities of MAC Interactive to an unrelated third party, resulting
in no additional gain or loss recognition in 1999 as all losses attributable to
this disposition were recognized in 1998. In March of 2000, Mid-Atlantic sold
substantially all of its assets, net of certain liabilities to Comcast
Corporation. The Company's proportionate share of the net proceeds related
thereto was approximately $34.0 million, of which approximately $11.6 million is
subject to certain escrow and holdback provisions. The Company recognized a gain
of approximately $20.0 million in the first quarter of 2000 related to this
transaction as a component of its equity in earnings/(losses) of unconsolidated
subsidiaries.
In March 1998, the Company obtained a $9.0 million credit facility from
Northern Trust (the "Credit Facility"). Borrowings under the Credit Facility
outstanding as of December 15, 1998, (approximately $8.75 million) are amortized
over a five-year period. The interest rate on borrowings under the Credit
Facility is, at the Company's election: (i) Northern Trust's prime rate less 3/4
of 1%; (ii) LIBOR plus 50 basis points; or (iii) the federal funds rate (as
defined) plus 50 basis points. As of March 31, 2000, the Company had outstanding
$8.4 million and obtained a $0.25 million letter of credit under the facility.
On August 30, 1999 the Company established a $16.0 million credit facility (the
"Second Credit Facility") with the same bank.that matures on January 1, 2004.
The terms of the Second Credit Facility are similar to those contained in the
previous agreement. On the same date the Credit Facility was amended in order to
make the default provisions consistent under both facilities. As of March 31,
2000 the Company had $13.7 million outstanding on the Second Credit Facility and
obtained $1.6 million in letters of credit.
In May 1998, the Company offered 175,000 units each consisting of a $1,000
principal amount of 14 1/2% Senior Notes due 2008 (the "Senior Notes") and a
warrant to purchase 0.635 shares of the common stock of the Company (a
"Warrant") for gross proceeds of $175.0 million (collectively, the "Unit
Offering"). The Company used approximately $80.5 million of the net proceeds
from the Unit Offering to purchase securities pledged with a trustee to fund
future interest payments on the Senior Notes (the "Pledged Securities"). The
Company also used a portion of the proceeds to pay down the borrowings under the
Credit Facility which the Company has borrowed again since that time. The
Company completed open market purchases of Senior Notes having an aggregate
principal amount of
21
<PAGE>
$92.3 million between November 9, 1998 and June 30, 1999 at various prices for
an aggregate total cost of approximately $47.9 million, including accrued
interest and transaction fees. The Company recognized an extraordinary gain on
the early extinguishment of this debt of $19.8 million in the fourth quarter of
1998 and recognized an extraordinary gain of approximately $20.4 million in the
first and second quarters of 1999. Pursuant to the restricted securities
agreement entered into in connection with the issuance of the Senior Notes, the
trustee of the Pledged Securities released approximately $26.7 million of such
securities on February 24, 1999 and $11.5 million on July 8, 1999 upon request
by the Company. Based on market conditions, the Company will continue to
evaluate the repurchase of Senior Notes and may continue to utilize existing
cash to fund additional purchases. The balance of the net proceeds have been
used to invest in network infrastructure, to support voice and data services to
fund future investments in the Company's subsidiaries and to fund working
capital and for general corporate purposes, including operating losses.
Cash flows provided by and used in operating activities were $9.2 million
and $11.6 million in 2000 and 1999, respectively, an increase of $20.8 million
or 177.6%. This is primarily due to an extroardinary gain on bond repurchases in
the first quarter of 1999. Cash flows used in operating activities can vary
significantly from period to period depending upon the timing of operating cash
receipts and payments, especially accounts receivable, prepaid expenses and
other assets, and accounts payable and accrued liabilities.
Net cash used by the Company for acquisitions of property and equipment
during the first quarter of 2000 totaled $3.5 million, compared to $2.6 million
in 1999, an increase of $0.9 million or 34.6%. This increase was primarily due
to the investment in equipment and systems for the Company's Internet Protocol-
Based Network, ("IP-Based Network"). As of March 31, 2000 the Company had an
accumulated deficit of $94.5 million, and had cash and cash equivalents of $2.7
million and available investments of $17.9 million, net of the Pledged
Securities totaling $23.6 million.
Cash flows used in investing activities in the first quarter of 2000 were
$11.4 million. Cash flows provided by investing activities in the first quarter
of 1999 were $30.0 million. The significant variance is primarily due to the
purchase of marketable securities in 2000 from the proceeds of the Mid-Atlantic
sale. Cash flows used in financing activities were $1.7 million in the first
quarter of 2000. Cash flows provided by financing activities in the first
quarter of 1999 were $18.1 million. The significant variance from 2000 to 1999
was primarily attributable to the repayment of long-term debt that occurred in
the first quarter of 1999.
In November of 1999 OnePoint Services LLC, a 71% majority owned subsidiary
was formed by the Company. On November 30, 1999 OnePoint Services, LLC purchased
100% of RCP Communications, Inc. ("RCP"), a prepaid telephony service company,
for a total consideration of $1.0 million and 1.425 million restricted common
units. Of these amounts $0.9 million and 1.050 million restricted common units
are held in escrow subject to the achievement of certain revenue and cash flow
targets. The consolidated results of operations for the first quarter ended
March 31, 2000, of OnePoint Services, LLC and RCP are included in the Company's
first quarter 2000 consolidated results of operations.
In December 1999, the Company sold 6.889 units of VIC-RMTS-DC, LLC units
for the sum of $10.0 million to SBC Comventures, Inc., a wholly owned subsidiary
of SBC Communications, Inc. ("SBC"), an indirect holder of 9.9% of the Company's
common stock. The Company exercised its option to sell an additional 3.445
units to SBC Comventures, Inc. in February 2000 for the sum of $5.0 million and
did not exercise its option to sell an additional 3.445 units in March 2000. The
Company has the right to call the units at any time for the purchase price plus
15% per annum. In addition, SBC has the right to put the VIC-RMTS-DC, LLC units
acquired from the Company directly to James Otterbeck, the Company's Chairman
and the sole member of VenCom, L.L.C. (an 89.1% owner of the Company),
personally, under the same terms and conditions as the Company's call rights. In
April 2000, OnePoint Communications Holdings, LLC repurchased a 24.0% ownership
interest in its majority-owned subsidiary, VIC-RMTS-DC, LLC, from SBC
Comventures, Inc. for $10.4 million consisting of the principal amount of $10.0
million and $0.4 million in accrued interest. As a result of this repurchase,
SBC Comventures, Inc. currently holds a 12.0% interest in VIC-RMTS-DC, LLC and
the call and put rights related thereto remain in affect.
On March 20, 2000 the Company invested $0.1 million for 10 redeemable
units, representing a 1% equity interest, of ComPlus LP, an engineering services
company, which provides services to the Company and is 98% owned by VIC, LLC and
1% owned by AMI-Vcom2 ("AMI2"), Inc. In addition the Company made a loan to
22
<PAGE>
ComPlus LP for $0.9 million which accrues interest at 15% per annum, payable on
demand. The investment is accounted for pursuant to the equity method and is not
expected to be material to the Company's consolidated results of operations or
financial position.
In May 2000, the Company sold 19,570 common shares to a third party for
$5.0 million. Under the terms of the agreement the third party is entitled to
receive up to an additional 2% of the Company's common stock as of the agreement
date if certain funding is not obtained by the Company.
During the course of 1999 the Company retained the services of an
investment bank to assist in raising private equity. However, there can be no
assurances that the Company will be successful in completing this private equity
infusion or that the terms of such a transaction will be economically favorable
to the Company, its current Senior Note holders or its current shareholders.
The Company's future results of operations will be materially impacted by
its ability to finance its planned business strategies. The Company expects that
its ability to finance its operations and capital expenditures through the
second quarter of 2000 is dependent on the sale of certain assets or the raising
of additional capital. There can be no assurances that the Company will be able
to raise additional capital or complete the sale of assets, or of the terms of
any such transaction. Management remains optimistic that the Company will be
able to raise sufficient equity financing and that, if required, the Company's
current equity investors will continue to support the short-term financing
requirements of the business.
Longer term, the Company will be required to raise significant additional
debt and equity capital in order to fund its current business plan. The
Company's business plan entails the expansion into new markets and the
deployment of considerable network equipment which will enable the Company to
provide differentiated and higher margin facilities-based voice, data and video
services. In addition to its current capital requirements, the Company expects
significant ongoing cash requirements for at least the next several years due to
continued expansion of its customer base and deployment of its network
facilities. The Company's future cash requirements will depend on a number of
factors including (i) the rate at which the Company secures rights of entry,
(ii) the level of penetration achieved for voice, data and video services and
the pricing of such services, (iii) the rate at which the Company deploys
network facilities, the cost of equipment required to do so, and its ability to
aggregate traffic onto the Company's facilities, and (iv) the expansion to
additional markets, if any. Without sufficient capital to purchase this
equipment and to fund market expansion, the company will be forced to reduce its
network deployment efforts which will result in the continuation of operating
losses from its current resale platform and restrict its ability to offer
competitive high-speed data services. In addition, if the Company is not able to
raise sufficient long-term capital, the Company's ability to meet its
obligations and to continue operations will be in doubt.
23
<PAGE>
Results of Operations - VIC-RMTS-DC, LLC
In December 1999 and February 2000, a subsidiary of SBC purchased a 36.0%
direct ownership interest in VIC-RMTS-DC, LLC, a majority-owned subsidiary of
OnePoint Communications Corp. in exchange for $15.0 million. The agreement
provided OnePoint Communications Corp. the right to repurchase a portion or all
of the VIC-RMTS-DC, LLC interest in exchange for the original sales price plus
15.0% per annum and provided the SBC subsidiary the right to put the VIC-RMTS-
DC, LLC interest to OnePoint Communications Corp.'s chairman personally under
the same terms. In April 2000, OnePoint Communications Corp. exercised its
rights to repurchase 24.0% of VIC-RMTS-DC LLC in exchange for $10.4 million,
inclusive of $0.4 million of interest. As of March 31, 2000 $0.5 million was
accrued relating to the outstanding ownership interest of $15.0 million.
Three Months Ended March 31, 2000 Compared with Three Months Ended March
31, 1999
Revenue
VIC-RMTS-DC, LLC's total revenues for the three months ended March 31, 2000
were $1.8 million compared to $0.9 million in the three months ended March 31,
1999, an increase of $0.9 million or 97.0% as VIC-RMTS-DC, LLC significantly
increased its volume of operations including the addition of approximately 175
net new MDUs and 4,813 net new subscribers.
Cost of Revenue
Cost of revenue (telecommunication service costs and payments to owners and
employees of multiple dwelling units) was $2.1 million in the three months ended
March 31, 2000 as compared to $1.1 million in the three months ended March 31,
1999, an increase of $1.0 million or 84.7%. This increase is a direct result of
the increase in the number of subscribers to the Company's services. The Company
makes payments to developers of multiple dwelling units in advance of revenues
to secure long term contracts. Cost of revenue for the three months ended March
31, 2000 exceeded revenue by $0.3 million primarily because payments to certain
MDU owners are structured on a per passing basis and because of higher costs
during a customer's installation period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $2.9 million in the three
months ended March 31, 2000 compared to $2.8 million in the three months ended
March 31, 1999, an increase of $0.1 million, or 4.2%. This was primarily the
result of increases in personnel and related costs associated with the
provisioning of an increased volume of subscribers for VIC-RMTS-DC, LLC's
communications services. VIC-RMTS-DC, LLC continues to experience high customer
activation costs as it currently provides services through resale agreements
with the ILECs and is dependent on the ILECs for the efficiency of order
processing and installation.
Depreciation and Amortization
Depreciation and amortization was $0.1 million in the three months ended
March 31, 2000 compared to $0.1 million in the three months ended March 31,
1999.
Liquidity and Capital Resources - VIC-RMTS-DC, LLC
VIC-RMTS-DC, LLC has financed its development with $36,417 of contributed
equity by unit holders.
Cash flows used in operating activities were $3.6 million and $3.2 million
in the three months ended March 31, 2000 and the three months ended March 31,
1999, respectively, an increase of $0.4 million or 12.3%. The increased number
of subscribers and the associated costs to support those subscribers during the
three months ended March 31, 2000 precipitated this increase. Cash flows used
in operating activities can vary significantly from period to period depending
upon the timing of operating cash receipts and payments, especially accounts
receivable, prepaid expenses and other assets, and accounts payable and accrued
liabilities.
Net cash used by VIC-RMTS-DC, LLC for acquisitions of property and
equipment during the three months ended March 31, 2000 totaled $0.01 million,
compared to $0.2 million in the three months ended March 31, 1999.
24
<PAGE>
As of March 31, 2000 VIC-RMTS-DC, LLC had an accumulated deficit of $33.9
million, and had no cash or cash equivalents.
Cash flows used in investing activities in the three months ended March 31,
2000 were $0.01 million. Cash flows used in investing activities in the three
months ended March 31, 1999 were $0.2 million. Cash flows provided by financing
activities were $3.6 million and $3.4 million in the three months ended March
31, 2000 and the three months ended March 31, 1999, respectively. As of March
31, 2000 VIC-RMTS-DC, LLC had no cash or cash equivalents.
VIC-RMTS-DC, LLC will be required to raise significant additional capital
during 2000 in order to fund its current business plan. VIC-RMTS-DC, LLC's
business plan entails the expansion into new markets and the deployment of
considerable network equipment during 2000 which will enable VIC-RMTS-DC, LLC to
provide differentiated and higher margin facilities-based voice and data
services. Without sufficient capital to purchase this equipment and fund market
expansion, VIC-RMTS-DC, LLC will be forced to reduce its network deployment
which will result in the continuation of operating losses from its current
resale platform and restrict its ability to offer competitive high-speed data
services. In addition, in the event VIC-RMTS-DC, LLC or OnePoint Communications
Corp. (the "Parent Company") is unable to raise sufficient additional capital,
VIC-RMTS-DC, LLC's results of operations, financial position, and ability to
continue operations will experience material adverse effects.
VIC-RMTS-DC, LLC's future results of operations will be materially impacted
by its ability to finance its planned business strategies. VIC-RMTS-DC LLC
expects that its ability to finance its operations and capital expenditures
through the second quarter of 2000 is dependent on the sale of certain assets or
the raising of additional capital by OnePoint Communications Corp (the "Parent
Company"). There can be no assurances that the Parent Company will be able to
raise additional capital or complete the sale of assets, or of the terms of any
such transaction. Management remains optimistic that the Parent Company will be
able to raise sufficient equity financing and that, if required, the Parent
Company's current equity investors will continue to support the short-term
financing requirements of the business.
Longer term, VIC-RMTS-DC LLC will be required to raise significant
additional debt and equity capital in order to fund its current business plan.
The VIC-RMTS-DC LLC business plan entails the expansion into new markets and the
deployment of considerable network equipment which will enable it to provide
differentiated and higher margin facilities-based voice, data and video
services. In addition to its current capital requirement, VIC-RMTS-DC LLC
expects significant ongoing cash requirements for at least the next several
years due to continued expansion of its customer base and deployment of its
network facilities. VIC-RMTS-DC, LLC's future cash requirements will depend on a
number of factors including (i) the rate at which VIC-RMTS-DC, LLC secures
Rights of Entry, (ii) the level of penetration achieved for voice, data and
video services and the pricing of such services, (iii) the rate at which VIC-
RMTS-DC LLC deploys network facilities, the cost of equipment required to do so,
and its ability to aggregate traffic onto the VIC-RMTS-DC LLC facilities, and
(iv) the expansion to additional markets, if any. Without sufficient capital to
purchase this equipment and to fund market expansion, VIC-RMTS-DC LLC will be
forced to reduce its network deployment efforts which will result in the
continuation of operating losses from its current resale platform and restrict
its ability to offer competitive high-speed data services. In addition, if VIC-
RMTS-DC LLC is not able to raise sufficient long-term capital, VIC-RMTS-DC LLC's
ability to meet its obligations and to continue operations will be in doubt.
25
<PAGE>
Results of Operations - OnePoint Services, LLC
OnePoint Services, LLC commenced operations on November 30, 1999
OnePoint Services, LLC's total revenues for the first quarter ended March
31, 2000 were $1.7 million. Cost of Revenue (consisting primarily of
telecommunication costs to provide prepaid phone service) was $1.4 million for
the quarter ended March 31, 2000. Selling general and administrative expenses
were $0.7 million for the same period. Depreciation and amortization was $0.03
million for the quarter ended March 31, 2000. Interest income was $0.02 million
for the quarter comprised of interest on funds available for anticipated needs
for the remainder of 2000.
Liquidity and Capital Resources - OnePoint Services, LLC
OnePoint Services, LLC began operations in December 1999 and has financed
its development with $3.2 million of contributed equity by unit holders.
Cash flows used in operating activities were $0.3 million for the quarter
ended March 31, 2000. Cash flows used in operating activities can vary from
period to period depending upon the timing of operating cash receipts and
payments, especially accounts receivable, prepaid expenses and other assets, and
accounts payable and accrued liabilities.
Net cash used by OnePoint Services, LLC for the acquisitions of property
and equipment during the quarter ended March 31, 2000 was $0.1 million. As of
March 31, 2000 OnePoint Services, LLC has an accumulated deficit of $0.6 million
and had $1.2 million of cash and cash equivalents.
OnePoint Services, LLC expects significant ongoing cash requirements for
the next several years due to continued expansion of its customer base and the
need to invest in equipment to support telephony services. OnePoint Services,
LLC's future cash requirements will depend on a number of factors including (i)
the number of new markets entered, (ii) the level of penetration achieved in
the new markets for telephony services and the pricing of such services, (iii)
the rates negotiated with its carriers for domestic and international service,
(iv) the cost of the equipment to support additional markets and (v) the payment
terms of primary carriers.
OnePoint Services, LLC's future results of operations will be materially
impacted by its ability to finance its planned business strategies. OnePoint
Services, LLC expects that its current cash balance is sufficient to meet
operating and capital needs through 2000.
Inflation
The Company's obligations under the Credit Facility and the Second Credit
Facility bear interest at floating rates, and an increase in interest rates
could adversely affect, among other things, the Company's ability to meet its
debt service requirements. VIC-RMTS-DC, LLC and OnePoint Services, LLC are not
exposed to inflation.
Impact of New Accounting Pronouncements
There are no new accounting pronouncements which would have a significant
impact on the financial position, results of operations, or liquidity of the
Company, VIC-RMTS-DC, LLC, or OnePoint Services, LLC.
This Form 10-Q contains certain forward-looking statements, including,
without limitation, statements concerning the Company's future financial
position, business strategy, budgets, projected costs and plans and objectives
of management for future operations. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (which do not apply to initial public offerings). Forward-
looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe," "should," "plans," or "continue" or the negative thereof or
variations thereon or similar terminology. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
These forward-looking statements are subject to a number of risks and
uncertainties,
26
<PAGE>
including, without limitation, those related to the Company's need for
additional capital to fund its operations, the Company's substantial leverage
and debt service requirements, the Company's dependence on significant customers
and on certain suppliers, the effects of competition on the Company, and the
other factors discussed in the Company's filings with the Securities and
Exchange Commission. Actual results could differ materially from these forward-
looking statements.
27
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
OnePoint Communications Corp.
The Company has certain exposure to financial market risks, including
changes in the interest rates and other relevant market prices. Specifically, an
increase or decrease in interest rates would affect interest costs relating to
our Credit Facility and our Second Credit Facility. At March 31, 2000, the
Company has an outstanding loan balance of $8.4 million and $13.7 million on the
Credit Facility and the Second Credit Facility respectively. The outstanding
loan balances represent approximately 21.9% of our outstanding long-term debt.
The Company also maintains securities which are classified as "available
for sale" valued at $41.4 million as of March 31, 2000. An immediate increase or
decrease in interest rates could have a material impact on the fair value of
these financial instruments or on our short-term investment portfolio.
Changes in interest rates do not have a direct impact on interest expense
relating to our remaining fixed rate long-term debt, although the fair market
value of our fixed rate debt is sensitive to changes in interest rates. If
market rates declined, our interest payments could exceed those based on our
current market rate. We currently do not use interest rate derivative
instruments to manage our exposure to interest rate changes, but may do so in
the future.
VIC-RMTS-DC, LLC and OnePoint Services, LLC are not exposed to any
significant market risks other than those exposures attributable to the Parent
Company.
28
<PAGE>
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings
- --------------------------
OnePoint Communications Corp, VIC-RMTS-DC, LLC and OnePoint Services, LLC
From time to time, the Company, VIC-RMTS-DC, LLC and OnePoint Services, LLC
have been and is involved in various legal proceedings, all of which management
believes are routine in nature and incidental to the conduct of its business.
The ultimate legal and financial liability of the Company, VIC-RMTS-DC, LLC and
OnePoint Services, LLC with respect to such proceedings cannot be estimated with
certainty, but the Company, VIC-RMTS-DC, LLC and OnePoint Services, LLC believe,
based on their examination of such matters, that none of such proceedings, if
determined adversely to the Company, VIC-RMTS-DC, LLC or OnePoint Services, LLC
would have a material adverse effect on their results of operations and
financial condition and their ability to meet their obligations under the Senior
Notes.
On August 6, 1998 the Company made a demand for arbitration of certain
disputes under the Mid-Atlantic Telecom Plus, LLC ("Mid-Atlantic") operating
agreement. The arbitration demand sought the resolution of several disputes
between the parties, including among other things, whether the Company was
entitled to disclose Mid-Atlantic's financial results in connection with the
Company's exchange offer registration statement. On January 15, 1999 the
Company, Mid-Atlantic and other related parties entered into a Settlement
Agreement (the "Settlement Agreement") which resolved the disputes covered by
the arbitration demand. On March 30, 1999, the Company filed a demand for
arbitration seeking a declaratory ruling on the equity ownership of VIC-RMTS-DC,
LLC. On December 14, 1999 the Company, Mid-Atlantic and other related parties
entered into a second Settlement Agreement ("Second Settlement Agreement") which
resolved the disputes covered by these arbitration demands.
Three employees of the Company have filed complaints with the EEOC. The
Company has conducted an internal investigation and is vigorously contesting the
charges. The Company believes that costs from theses actions will be covered by
insurance.
Item 2. Changes in Securities
- ------------------------------
Item 3. Defaults upon Senior Securities
- ----------------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None
Item 5. Other Information
- --------------------------
None
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) The Company filed herewith the following exhibits:
Financial Data Schedule. Filed herewith.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on May 15, 2000.
ONEPOINT COMMUNICATIONS CORP.
By: /s/ JOHN D. STAVIG
------------------------------
John D. Stavig
Chief Financial Officer
30
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION DERIVED FROM FINANCIAL
STATEMENTS INCLUDED IN ONEPOINT COMMUNICATIONS CORP.'S QUARTERLY REPORT ON FORM
10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,670
<SECURITIES> 14,437
<RECEIVABLES> 5,210
<ALLOWANCES> 615
<INVENTORY> 59
<CURRENT-ASSETS> 24,984
<PP&E> 27,928
<DEPRECIATION> 4,847
<TOTAL-ASSETS> 91,065
<CURRENT-LIABILITIES> 29,195
<BONDS> 101,109
35,000
0
<COMMON> 10
<OTHER-SE> 5,370
<TOTAL-LIABILITY-AND-EQUITY> 91,065
<SALES> 9,683
<TOTAL-REVENUES> 9,683
<CGS> 9,528
<TOTAL-COSTS> 9,528
<OTHER-EXPENSES> 15,174
<LOSS-PROVISION> 615
<INTEREST-EXPENSE> 3,267
<INCOME-PRETAX> 627
<INCOME-TAX> 0
<INCOME-CONTINUING> 627
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 627
<EPS-BASIC> 0.63
<EPS-DILUTED> 0.56
</TABLE>
