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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
For the fiscal year ended June 30, 2000
Commission file number 33-17679-D
NORTH AMERICAN DATACOM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1067694
(State of Incorporation) (I.R.S. Employer Identification Number)
751 County Road 989, Building 1000, Iuka, MS 38852
(Address of Principal Executive Offices) (Zip Code)
(662) 424-5050
(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
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 past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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As of September 25, 2000, the aggregate market value of the
registrant's voting common equity held by non-affiliates computed by reference
to the average bid and asked price as of September 25, 2000, was $140,488,508.
As of September 25, 2000, the registrant had approximately 98,460,258
outstanding shares of common stock.
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PART I
Item 1. BUSINESS
Overview
The Company was organized in September 1998 as North American Software
Associates, Limited, a Delaware corporation. The Company was organized to
provide a variety of telecommunications services. Effective December 21, 1999,
North American Software Associates, Limited was acquired by Pierce
International, Inc., a Colorado corporation, in a share exchange transaction
and in March 2000 the Company moved its state of incorporation to Delaware and
changed its name to North American DataCom, Inc.
The Company intends to provide communications and information
technology services with an emphasis on wideband fiber optic and wireless
telecommunications services that support enterprise data storage solutions.
These services are intended to include Internet access services, on-line
critical data storage and retrieval, and data and voice networking. The
Company's business plan envisions offering a wideband fiber optics and wireless
telecommunications network that will service primarily Tier 2 markets by
supporting wideband data, voice and internet transmission. Tier 2 markets
consist of those population centers that are not in the primary 100 largest
areas but are uniquely located along railroad rights-of-way where fiber optic
transmission facilities can be easily accessed. The Company's short-term focus
is on providing such services to Tier 2 markets in the southeast, primarily
from Atlanta to Memphis.
The Company is engaged, or plans to engage, in the following lines of
business:
Enterprise Data Storage and Computing Facility
Fiber Optic and Broadband Wireless Network
Internet Access Service Provider
Digital and Alpha Paging Services
Telecommunications Consulting Projects
Enterprise Data Storage. The Company is in the process of furnishing
and equipping a facility in Iuka, Mississippi to position the Company to
provide secure enterprise data storage and Internet access services for
corporate, government and other users. In January 1999 the Company entered into
a lease agreement for use of the facility that was originally constructed for
the National Aeronautics and Space Administration ("NASA") in 1994 to support
the advanced solid rocket motor project. When completed the facility originally
housed a fully functional $20 million computer and network operations center
and provided information processing and on-line data storage with a high level
of security. Budget cuts for the space shuttle caused the closure of this
facility in 1996. The Company believes that this facility, with its existing
infrastructure and security features, is ideally suited for providing secure
enterprise data storage and access services. Although the Company currently
does not have any agreements with third parties to provide these
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services, the Company is proceeding to equip and furnish its facility to
position the Company to deliver these services in the future.
Fiber Optic and Broadband Wireless Network. The Company is in the
process of building a fiber optic and broadband wireless communications network,
which will allow for the high-speed transmission of large amounts of data. The
Company intends to market its high-speed data transmission network to
businesses, government agencies and institutions that may prefer optical
networks over existing telephone and satellite data transmission systems. In
March 2000, the Company entered into an agreement with Qwest Communications in
which the Company purchased 504 miles of conduit installed along the CSX
railroad track from New Orleans, Louisiana to Mobile, Alabama, and from
Pensacola, Florida to Jacksonville, Florida. Fiber optic cable has not yet been
installed within such conduit purchased from Qwest Communications. The agreement
with Qwest calls for payments of approximately $15 million over the course of
the agreement, approximately $9 million of which is currently due or past due by
the Company. In August 2000, the Company entered into an agreement with a
third-party contractor to lay fiber conduit between Atlanta, Georgia and
Chattanooga, Tennessee and from Chattanooga to Memphis, Tennessee, and has
approximately 100 miles of conduit currently installed out of a total of 525
miles. Fiber optic cable has not yet been installed within such conduit. The
agreement calls for payments of approximately $29 million over the course of the
agreement, approximately $2.9 million of which is due October 15, 2000 with the
balance due in specified installments as the conduit is installed. In addition,
the Company has entered into a letter of intent with Tishomingo Railroad to
provide last mile access to the Company's enterprise data center in Iuka,
Mississippi.
Internet Access Service Provider. As of June 30, 2000, the Company
provided Internet access services to approximately 1,500 customers in
Mississippi, Tennessee and Alabama. Internet services provided by the Company
include basic dial-up access to the Internet through standard computer modems,
high-speed Internet access and the design and hosting of websites for
customers. As the Company's fiber optic and broadband wireless network expands,
the Company will attempt to market its Internet access provider services to
businesses and retail customers along the route of the network.
Digital and Alpha Paging Services. Through its wholly-owned
subsidiary, Action Communications, Inc. ("Action"), the Company provides
digital and alpha numeric paging services to nine southeastern states and is
expanding its coverage area to include portions of the eastern and southwestern
United States. As a specialized mobile radio carrier, Action also provides
dispatch, telephone and global position system services.
Telecommunications Consulting Projects. The Company also proposes to
engage in telecommunications consulting projects for corporations, governmental
agencies and institutions to upgrade their computer systems to function more
effectively.
Industry Background
Internet usage is growing rapidly, and businesses are increasingly
embracing the Internet as a venue to sell their products and services. Many
Internet operations are critical to the businesses and customers using the
operations. In order to provide the quality, reliability,
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availability and redundancy of these critical operations, corporate information
technology teams must make significant capital investments in facilities,
personnel, equipment and networks which must be maintained and upgraded on a
continuous basis. This investment is an inefficient use of resources, and has
created the opportunity for businesses like the Company to offer server
hosting, Internet connectivity, remote enterprise data storage and managed and
professional telecommunications services to third parties to enable reliable,
high performance for critical Internet operations.
The data storage management market has expanded rapidly as more
businesses and governmental agencies are outsourcing their data storage needs.
This has led to significant growth in the industry of data storage
infrastructure services, enterprise storage resource management, data
replication product development and an increase in the number of data centers
necessary for the growth in the data storage market. Although the Company is
still in its development phase, the Company believes that its current
infrastructure and planned expansion facilities will be well-positioned for
servicing the growing need of data storage services.
Products and Services
Enterprise Data Storage. The Company proposes to become a Tier IV data
center supporting secure enterprise data hosting and storage services. The
Company leases a state-of-the-art facility in Iuka, Mississippi that was
originally designed and constructed to house the computer engineering and
programming center for the NASA advanced solid rocket motor project. The
Company believes that this facility is uniquely designed to provide the
physical environment necessary for a Tier IV data center with relatively
minimal additional expenditure. If completed, this data center will enable the
Company to offer enterprise storage operations, Internet hosting co-location,
web-based data storage and general real-time data backup running
24-hours-a-day, 7-days-a-week. The facility is custom designed with raised
floors, HVAC temperature control systems with separate cooling zones and full
electric power redundancy. The Company intends to develop and upgrade its
current data center in Iuka, Mississippi to support up to 65,000 square feet of
raised floor data center services.
The Company's facility contains a full range of security features.
These include 24-hour-a-day secured access with security breach alarms, cipher
lock systems and security guards on premises. The facility is housed in a
government constructed, nearly tornado-proof building using full redundant
primary power from two sources with multiple backup power generators. The
facility currently has a 1,000 square foot, temperature controlled
telecommunications room adjacent to a 3,200 square foot raised floor,
temperature controlled computer room complete with security, UPS power backup
and emergency diesel generator backup. The complex has a 50 mega-watt redundant
power source provided by a TVA power station for current and additional power
requirements which should meet all of the Company's power requirements.
In addition, 24-hour systems management is provided with onsite
personnel trained in the areas of networks, Internet and transmission systems,
and is available to monitor enterprise storage operations, data center
services, network operation controls, and Internet hosting. This physical
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and technical environment is expected to provide the Company's potential
customers the reliability and flexibility necessary to store mission critical
web-based information at affordable rates.
In order to upgrade the Company's existing facilities to offer Tier IV
services the Company will need to upgrade various elements of its facilities,
including: (i) multiple data entrances, (ii) multiple power supplies, (iii)
enhanced physical security for the premises and (iv) expansion of square
footage of raised floor space. Currently the Company has data access to its
hosting facility provided by microwave wireless transmission and leased lines
from Atlanta and Memphis. As the Company's fiber capacity is completed the
Company expects to be able to provide dual redundant alternative data entrances
to its hosting and storage facility.
The Company plans to construct its enterprise data storage
infrastructure around the E-Business Infrastructure Architecture. The core
components of the Company's data storage infrastructure are expected to be
fault tolerant enterprise storage, Hewlett-Packard and Sun Micro servers, and
Oracle database software. The Company has selected a proven network structure
and best in class components to build its enterprise storage system. The
hardware configuration for data storage is expected to be EMC's Symmetrix open
storage solution. The redundant storage architecture and world class support is
expected to make the Company's storage solution equal to other business data
center providers.
The software that the Company has chosen for use in its enterprise
storage centers provides backups, testing, offline processing and performance
measurements to customers that require zero downtime. The Company's remote
storage facility is planned to provide mirroring of data between customer's
data storage systems to ensure continuous data availability.
The Company expects to use its fiber optic backbone for optical data
transport and retrieval.
Fiber Optic and Broadband Wireless Network. The Company proposes to
develop a fiber optic network to provide access services for the Company's
vertically integrated technology businesses to service Tier 2 communities in the
Southeast. This network is initially designed to service the Atlanta to Memphis
route, through Chattanooga. In March 2000, the Company entered into an agreement
with Qwest Communications in which the Company purchased 504 miles of conduit
installed along the CSX railroad track from New Orleans, Louisiana to Mobile,
Alabama, and from Pensacola, Florida to Jacksonville, Florida. Fiber optic cable
has not yet been installed within such conduit purchased from Qwest
Communications. The agreement with Qwest calls for payments of approximately $15
million over the course of the agreement, approximately $9 million of which is
currently due or past due by the Company. In August 2000, the Company contracted
with a third party vendor to lay fiber conduit between Atlanta and Chattanooga
and from Chattanooga to Memphis. The agreement calls for payments of
approximately $29 million over the course of the agreement, approximately $2.9
million of which is due on October 15, 2000 with the balance due in specified
installments as the conduit is installed. As of September 25, 2000,
approximately 100 miles of conduit out of a total of 525 miles along this route
has been laid. Fiber optic cable has not yet been installed within such conduit.
In addition, the Company has entered into a letter of intent with Tishomingo
Railroad to provide last mile access to the Company's enterprise data center in
Iuka, Mississippi.
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While the Company is building its fiber network, the Company has
installed a communications tower to provide wireless connectivity, initially at
155 MBPS, from the Company's facility in Iuka, Mississippi into the nationwide
Internet and telecommunications system through Atlanta and Memphis. This
provides the Company with an interim capability to test market its enterprise
data storage services, web-hosting services, and competitive local exchange
carrier (CLEC) and interstate exchange carrier (IXC) telephone services to
select markets.
Internet Access Service Provider. The Company provides Internet access
service under the tradename "Freedom 2000." The Company offers a wide range of
Internet access services in the northeastern Mississippi area, including access
services to business, government and residential users, web site development,
web hosting, and Internet network development.
Digital and Alpha Paging Services. Action provides digital and alpha
numeric paging in nine southeastern states and is currently attempting to
expand its coverage area to include portions of the eastern and southwestern
United States. Action is a specialized mobile radio carrier in northern
Mississippi providing dispatch, telephone and global positioning system
services to support automated vehicle location services in the coverage area.
Telecommunications Consulting Projects. The Company anticipates
providing telecommunications consulting services to governments, agencies,
institutions and business customers. In August 2000 the Company became a member
of the Smart Solutions Group. This group has proposed a complete
state-of-the-art healthcare information system for the country of Turkey. Smart
Solutions Group includes U.S. corporations such as EMC, Cisco, Oracle, Sun
Microsystems and Hewlett-Packard. The Smart Solutions Group has previously
provided consultation services in connection with security and healthcare plans
in Belgium, Germany, Slovenia and Singapore. The Company believes that its
experience in creating its fiber optic network in the southeastern United
States will make it uniquely qualified to consult and advise on construction on
a similar system in Turkey. As of September 25, 2000, no formal agreements have
been reached for consulting or other services with Turkey.
Sales and Marketing
The Company has formed a sales and marketing group with its initial
focus on wholesale fiber optic and broadband services. The direct sales group
plans on forming strategic partnerships with other businesses offering
complementary services to target market sectors for fiber, bandwidth and data
storage. The Company also plans to explore alternative sales and marketing
channels focusing on the inter-exchange carriers, competitive local exchange
carriers, Internet service providers and data centers. Additional target
markets include dotcom companies, service providers and businesses which
support small, medium and larger operations that are computing sensitive. The
Company retains a government lobbying firm in Washington, D.C. to advise it on
government contracting opportunities.
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Fiber Optic and Broadband Wireless Network. When the Company's fiber
optics network is complete the Company expects to market its services by
focusing on Tier 2 communities along the route of the network. This will
include interconnecting with providers in Atlanta, Chattanooga and Memphis.
Enterprise Data Storage. When the Company's data hosting and storage
facilities are complete and operational, the Company expects to market its
services primarily to governments, agencies, educational institutions, medical
institutions and larger businesses. The Company's sales and marketing staff
will focus on marketing its data center for dedicated Web hosting and complex
custom hosting and professional services. In addition, the Company intends to
offer general co-location and shared Web servers for customers that need
multiple service offerings. The Company will further focus on developing
strategic partnerships to offer multiple service offerings, including multiple
service site support and dual data center redundancy. It is expected that the
services will exploit the Company's network infrastructure for data
availability, data protection, scaleability and performance for the medical,
financial, government and corporate arenas.
Competition
The Company's market is intensely competitive, and the Company expects
competition from existing service providers and new market entrants in the
future. The principal competitive factors that may affect the Company's ability
to compete include ability to deliver services when requested by customers,
technical expertise, network capability, reliability and quality of service,
access to network resources, including circuits, equipment and interconnection
capacity to other networks, price, brand name recognition, network security and
financial resources.
There can be no assurance that the Company will have the resources or
expertise to compete successfully in the future. Current and potential
competitors in the market include providers of server hosting services,
national foreign and regional ISPs, global, regional and local
telecommunications companies and the Regional Bell Operating Companies, and
other technology services companies.
Most of the Company's competitors have substantially greater
resources, more customers, longer operating histories, greater name
recognition, and more established relationships in the industry. As a result,
these competitors may be able to develop and expand their network
infrastructures and service offerings more quickly, devote greater resources to
the marketing and sale of their products and adopt more aggressive pricing
policies. In addition, these competitors have entered and will likely continue
to enter into business relationships to provide additional services competitive
with those that the Company is proposing to provide.
Some of the Company's competitors may be able to provide customers
with additional benefits in connection with the Internet system and network
management solutions, including reduced communications costs, which could
reduce the overall costs of their services relative to the Company's. The
Company may not be able to offset the effects of any price reductions. In
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addition, the Company believes that its market is likely to encounter
consolidation in the future which could result in increased price and other
competition.
Government Regulation
A significant portion of the services offered or to be offered by the
Company are or will be subject to regulation at the federal and/or state
levels. The Federal Communications Commission (the "FCC") and state public
utility commissions regulate telecommunications carriers, which are companies
that offer telecommunications services to the public or to all prospective
users on standardized rates and terms. The Company's anticipated data transport
and paging services are expected to be regulated services.
The FCC exercises jurisdiction over common carriers and their
facilities and services, to the extent that they are providing interstate or
international communications. The various state utility commissions retain
jurisdiction over telecommunications carriers and their facilities and services
to the extent that they are used to provide communications that originate and
terminate within the same state. The degree of regulation varies from state to
state.
In recent years, the regulation of the telecommunications industry has
been in a state of flux as the United States Congress and various state
legislatures have passed laws seeking to foster greater competition in
telecommunications markets. The FCC and state commissions have adopted many new
rules to implement those new laws and to encourage competition. These changes,
which are still incomplete, have created new opportunities and challenges for
the Company and its competitors. Certain of these and other existing federal
and state regulations are currently the subject of judicial proceedings,
legislative hearings and administrative proposals which could change, in
varying degrees, the manner in which this industry operates. Neither the
outcome of these proceedings nor their impact upon the telecommunications
industry or the Company can be predicted at this time. Indeed, future federal
or state regulations and legislation may be less favorable to the Company than
current regulations and legislation and therefore have a material and adverse
impact on the Company's business and financial prospects by undermining our
ability to provide telecommunications services at competitive prices.
Federal Regulation and Legislation. The Company, together with its
strategic partners, must comply with the requirements of a common carrier under
the Communications Act of 1934, as amended, to the extent the Company provides
regulated interstate services. These requirements include an obligation that
the Company's charges, terms and conditions for communications services must be
"just and reasonable" and that the Company may not make any "unjust or
unreasonable discrimination" in its charges or terms and conditions. The FCC
also has jurisdiction to act upon complaints against common carriers for
failure to comply with their statutory obligations.
Comprehensive changes to the Communications Act were made by the 1996
Telecommunications Act, enacted on February 8, 1996. It represents a
significant milestone in telecommunications policy by establishing competition
in local telephone service markets as a
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national policy. The 1996 Telecommunications Act removes many state regulatory
barriers to competition and forecloses state and local governments from
creating laws preempting or effectively preempting competition in the
telecommunications market.
The 1996 Telecommunications Act places substantial interconnection
requirements on the traditional local telephone companies. Traditional local
telephone companies are required to provide physical collocation, which allows
companies such as the Company and other interconnectors to install and maintain
their own network termination equipment in the central offices of traditional
local telephone companies, and virtual collocation only if requested or if
physical collocation is demonstrated to be technically infeasible. This
requirement is intended to enable the Company, along with other competitive
carriers, to deploy its equipment on a relatively convenient and economical
basis.
The 1996 Telecommunications Act in some sections is self-executing.
The FCC issues regulations interpreting the 1996 Telecommunications Act that
impose specific requirements upon which the Company and its competitors rely.
The outcome of various ongoing FCC rulemaking proceedings or judicial appeals
of such proceedings could materially affect the Company's business and
financial prospects by increasing the cost or decreasing its flexibility in
providing telecommunications services. The FCC prescribes rules applicable to
interstate communications, including rules implementing the 1996
Telecommunications Act, a responsibility it shares in certain respects with the
state regulatory commissions.
The 1996 Telecommunications Act also directs the FCC, in cooperation
with state regulators, to establish a universal service fund that will provide
subsidies to carriers that provide service to individuals that live in rural,
insular, and high-cost areas. A portion of carriers' contributions to the
universal service fund also will be used to provide telecommunications-related
facilities for schools, libraries and certain rural health care providers. The
FCC released its initial order in this context in June 1997, which requires all
telecommunications carriers to contribute to the universal service fund. The
FCC's implementation of universal service requirements remains subject to
judicial and additional FCC review. Additional changes to the universal service
regime could increase the Company's costs and could adversely affect the
Company.
State Regulation. Some of the Company's services that are not limited
to interstate access potentially may be classified as intrastate services
subject to state regulation. All of the states where the Company operates, or
intends to operate, require some degree of state regulatory commission approval
to provide certain intrastate services and maintain ongoing regulatory
supervision. In most states, intrastate tariffs are also required for various
intrastate services, although the Company's services are not subject to price
or rate of return regulation. Actions by state public utility commissions could
cause the Company to incur substantial legal and administrative expenses and
adversely affect its business.
Local Government Regulation. In certain instances, the Company may be
required to obtain various permits and authorizations from municipalities, such
as for use of rights-of-way, in which it operates transmission facilities.
Subject to litigation are whether various actions of local
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governments over the activities of telecommunications carriers such as the
Company's, including requiring payment of franchise fees or other surcharges,
pose barriers to entry for competitive local exchange carriers that violate the
1996 Telecommunications Act or may be preempted by the FCC. While the Company
is not a party to this litigation, it may be affected by the outcome. If
municipal governments impose conditions on granting permits or other
authorizations, or if they fail to act in granting such permits or other
authorizations, the cost of providing telecommunications and transmission
services may increase or negatively impact the Company's ability to expand its
network on a timely basis and adversely affect its business.
Employees
As of June 30, 2000, the Company had 26 full-time and 3 part-time
employees. None of the Company's employees is represented by a labor union and
the Company believes that its employee relations are good. The Company believes
that its future success will depend in part on its continued ability to
attract, hire and retain qualified personnel. The competition for personnel is
intense, and there can be no assurance that the Company will be able to
identify, attract and retain personnel in the future.
Item 2. PROPERTIES
In January 1999, the Company entered into a ten-year lease for 25,000
square feet of space in a specialized building in the Tri-State Commerce Park
in Iuka, Mississippi, with a current annual rent of approximately $87,500.
Annual rent under the lease increases to $100,000 for the year 2001 and
increases to $125,000 for years 2002 through 2008. The facility was completed
for NASA in 1994 to provide computer engineering and programing for the
advanced solid rocket motor project. Budget cuts for the space shuttle caused
closure of this facility in 1996. The Company believes that this facility, with
its existing infrastructure and security features, is ideally suited for the
Company's present and proposed business operations. The lease may be
terminated, with or without cause, upon ninety days written notice by either
the lessor or the Company. In the event of an early termination of the lease,
the Company would need to relocate its core operational facility. The early
termination of the lease could adversely affect the Company's operations and
result in significant relocation expenses. In such event, the Company may not
be able to locate a similar specialized structure within the Iuka, Mississippi
area in which to conduct its data storage operations. The lease also provides
the Company with a right of first refusal to lease an additional 75,000 square
feet of space in the building. The Company is currently negotiating with the
lessor of the property for an extension of the lease, modification of the
termination provisions of the lease and the option for the Company to purchase
the property.
The Company also has a right of first refusal which expires in July
2001 to lease an 18,000 square foot building and a 36,000 square foot building
in the Iuka, Mississippi area for its operations.
The Company also leases approximately 3,000 square feet of office
space in Denver, Colorado at an annual rent of approximately $36,000, which is
used primarily for sales and
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marketing purposes.
Item 3. LEGAL PROCEEDINGS
The Company is not currently involved in any lawsuits.
Item 4. SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS
No shareholders meetings were held during the fourth quarter of the
Company's fiscal year 2000.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the over-the-counter
electronic bulletin board under the symbol "NADA". The market for the Company's
common stock has often been sporadic, volatile and limited.
The following table shows the high and low bid prices for the
Company's common stock as reported by NASDAQ during the past two years and
current year. The prices reflect inter-dealer quotations, without retail
markup, markdown or commissions and may not represent actual transactions.
<TABLE>
<CAPTION>
Fiscal Quarter Ended High Bid Low Bid
-------------------- -------- -------
<S> <C> <C>
September 30,1998 $ 0.23 $ 0.05
December 31, 1998 $ 0.15 $ 0.03
March 31, 1999 $ 0.12 $ 0.06
June 30, 1999 $ 0.10 $ 0.05
September 30, 1999 $ 0.10 $ 0.05
December 31, 1999 $ 1.69 $ 0.05
March 31, 2000 $ 9.13 $ 0.95
June 30, 2000 $ 7.06 $ 2.75
</TABLE>
On September 25, 2000, there were approximately 422 registered holders
of record of the Company's common stock.
Holders of the Company's common stock are entitled to receive
dividends when and if declared by the Board of Directors out of funds legally
available therefor and, in the event of liquidation, to share pro rata in any
distribution of the Company's assets after payment of liabilities. The Board of
Directors is not obligated to declare a dividend. The Company has not
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paid any dividends on its common stock, and the Company does not have any
current plans to pay any common stock dividends.
During the last fiscal year, the Company issued the following equity
securities in transactions that were not registered under the Securities Act of
1933, as amended:
In June 1999, the Company authorized the exchange of $512,120 of notes
and debt for 51,212 shares of Series A convertible preferred stock.
These 51,212 shares outstanding as of June 30, 1999 were converted
into 2,020,296 shares of the Company's pre-merger common stock and
subsequently exchanged for 23,319,933 shares of post-merger common
stock as part of its reverse merger with Pierce International, Inc. in
December 1999. In March 2000, options attached to the notes were
exercised and payment of $342,244 was received for 11,620,964 shares
of post-merger common stock. In addition, $2,145 of debt was converted
into 39,002 shares of post-merger common stock.
During the period from April 1999 to December 3, 1999, the Company
sold 175,500 shares of pre-merger common stock for a total of $227,500
at prices ranging from $0.50 to $5.00 per share. There were options
for the purchase of 55,500 shares of pre-merger common stock of the
Company for $10 per share attached to certain of the sales.
During November 1999, the Company exchanged 164,916 shares of
pre-merger common stock for $74,000 of convertible notes and $34,104
of advances made from Robert R. Crawford, the Company's president,
director and principal shareholder.
On December 3, 1999, the Company acquired all of the common stock of
Action Communications, Inc for 150,000 shares of pre-merger (1,731,339
post-merger) common stock valued at $375,000.
During December 1999, the Company exchanged 1,687,934 shares of
post-merger common stock for services rendered, aggregating $101,275.
On December 21, 1999, the Company entered into a share exchange
agreement with Pierce International, Inc. (the "merger") in which
77,662,826 shares of common stock were issued by Pierce International,
Inc. in exchange for the outstanding shares of North American Software
Associates, Ltd. As a result of the transaction, the Company assumed
liabilities of $10,000 in the form of a convertible note and 80,000
shares of preferred equity, which were both subsequently converted
into common stock.
As part of the merger transaction, the Company agreed to give all
shareholders of Pierce International, Inc. the right to acquire 0.26
shares of common stock for each share of Pierce International, Inc.
owned at the time of the merger, at an exercise price of $0.25 per
share, pursuant to a registration statement to be filed by the
Company, with the option exercisable for a one year period after the
registration statement is declared effective. As of the date of this
report, the Company has not filed such registration statement.
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In January 2000, the 80,000 preferred shares were converted into
80,000 shares of common stock of the Company. Also in January 2000,
the warrants attached to these preferred shares were exercised with
payment of $60,000, and 80,000 shares of common stock were issued.
In February 2000, a $10,000 convertible note of Pierce International,
Inc. was converted into 170,000 shares of common stock.
In May 2000, the Company exchanged 111,320 pre-merger (1,284,883
post-merger) shares of common stock for $173,830 of services provided
to the Company by an individual who was then an officer of the Company
during the period January 1999 to March 2000. The Board of Directors
of the Company approved this exchange in November 1999.
In May 2000, the Board of Directors of the Company authorized 500,000
shares of Series B convertible preferred stock. In June 2000, the
Company authorized the sale of up to 5,000 shares of Series B
convertible preferred stock of $1,000 per share to Robert R. Crawford,
the Company's president, director and principal shareholder. Each
share is convertible into 500 shares of common stock of the Company.
Each share carries a $60 dividend payable in July annually with these
dividends accumulating if not paid. If dividends are not current the
holders will have 500 voting rights for each share held. There are no
redemption rights for retiring this issue. As of June 30, 2000, 300
shares were purchased for $300,000.
The sales and issuances of securities in the transactions described
above were deemed to be exempt from registration under the Securities Act in
reliance upon Section 4(2) of the Securities Act, Regulation D promulgated
thereunder or Rule 701 promulgated under Section 3(b) of the Securities Act, as
transactions by an issuer not involving any public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation
as provided under Rule 701.
Item 6. SELECTED FINANCIAL DATA
The selected financial data set forth below as of and for each of the
two fiscal years since the Company's inception in September 1998 have been
derived from the Company's audited consolidated financial statements. The
consolidated financial statements for the period from inception (September 1,
1998) through June 30, 1999 and the fiscal year ended June 30, 2000, which have
been audited by BDO Seidman, LLP, independent auditors, are included elsewhere
in this report. The information set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Company's consolidated financial statements and related
notes thereto included elsewhere in this report.
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<PAGE> 15
<TABLE>
<CAPTION>
Inception (September 1, 1998)
Fiscal Year Ended through
June 30, 2000 June 30, 1999
----------------- -----------------------------
<S> <C> <C>
Net Service Revenues $ 269,649 $ 19,539
Cost of Services 117,924 24,667
------------- -------------
Gross Profit (Loss) 151,725 (5,128)
Selling, General and
Administrative Expenses 1,744,701 477,612
------------- -------------
Operating Loss (1,592,976) (482,740)
Other Income (Expense), Net (214,710) 184,650
------------- -------------
Loss before income tax expenses (1,807,686) (298,090)
(benefit)
Income tax expense (benefit) - 0 - (990)
------------- -------------
Net Loss (1,807,686) (297,100)
------------- -------------
Basic and Diluted Loss per
Common Share $ (0.03) $ (0.01)
------------- -------------
Weighted Average Number of
Common Shares Outstanding
71,725,566 33,193,595
BALANCE SHEET DATA:
Working Capital $ (15,283,712) $ 622,031
Total Assets 16,250,980 1,283,172
Long-Term Debt 23,917 29,079
Shareholders' Equity $ 775,304 $ 1,055,771
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
The Company was organized in September 1998 as North American Software
Associates, Limited, a Delaware corporation. The Company was organized to
provide a variety of telecommunications services. On April 1, 1999, the Company
acquired all of the assets of Freedom 2000, a local internet service provider,
in exchange for 577,123 shares of restricted common stock of the Company. On
December 3, 1999, the Company acquired all of the common
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<PAGE> 16
stock of Action Communications, Inc. ("Action"), a provider of digital and
alpha numeric paging services, in exchange for 1,731,339 shares of restricted
common stock of the Company. The Action transaction has been treated for
accounting purposes as a purchase of assets and liabilities, and revenues and
expenses of Action prior to December 3, 1999 have not been consolidated.
Effective December 21, 1999, North American Software Associates, Limited
("NAS") was acquired by Pierce International, Inc. in a share exchange
transaction and in March 2000 the Company changed its name to North American
DataCom, Inc. The transaction with Pierce International, Inc. has been
accounted for as a reverse acquisition since the former shareholders of NAS
owned controlling interest in the Company immediately following the transaction
and management of Pierce International, Inc. was replaced by management of NAS.
The Company intends to provide broad-based communications and
information technology services with an emphasis on wideband fiber optic and
wireless telecommunications services that support enterprise data storage
solutions. These services are intended to include Internet access services,
on-line critical data storage and retrieval, and data and voice networking.
Currently the Company only provides Internet access services and digital and
alpha numeric paging services. All of the Company's historical revenues have
been derived from these services.
Results of Operations:
Because the Company only acquired Freedom 2000, its Internet service
provider, in April 1999, only a partial year of revenues and expenses from this
activity is reflected in the Company's results of operations for fiscal 1999,
compared with a full year of operations for fiscal 2000. Because the Company
only acquired Action Communications, Inc., its digital and alpha numeric paging
provider, in December 1999, none of the revenues and expenses from this
activity is reflected in the Company's results of operations for fiscal 1999,
and only a partial year of operations is reflected for fiscal 2000. As a
result, management does not believe that the Company's results of operation for
fiscal 1999 are directly comparable to results of operation for fiscal 2000 and
are not indicative of possible results in the future.
The Company's historical net service revenues consist primarily of
monthly fees from customers subscribing to the Company's Internet service
provider services or the Company's digital and alphanumeric paging services. Net
service revenues increased to $269,649 in fiscal 2000 from $19,539 in fiscal
1999, an increase of approximately 1,280%. This growth in net service revenues
was primarily the result of having a full year of operations for the internet
service provider in fiscal 2000, as compared with only three month's of
operations in fiscal 1999 and having seven months of operations generating
approximately $93,000 of revenues for the paging services in fiscal 2000, as
compared with no operations in fiscal 1999. In addition, the Company provided
Internet access service to approximately 1,500 customers at June 30, 2000 as
compared with only about 250 customers at June 30, 1999.
The Company's cost of services consist primarily of paging airtime,
postage and delivery expenses and allocated overhead costs. Cost of services
increased to $117,924 in fiscal 2000 from
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<PAGE> 17
$24,667 in fiscal 1999, an increase of approximately 378%. This increase in
cost of services was primarily related to the increase in net services
provided. Cost of service, as a percent of net service revenue, fell from 126%
in fiscal 1999 to 43% in fiscal 2000. As a result, gross profit in fiscal 2000
was $151,725, as compared with a gross loss of $5,128 in fiscal 1999.
The Company incurred selling, general and administrative expenses of
approximately $1,744,701 in fiscal 2000 compared with $477,612 in fiscal 1999,
an increase of approximately 265%. These expenses consisted primarily of
telephone expenses, insurance expenses, payroll expenses, legal and
professional services and rent expense, as well as non-cash stock compensation.
This increase in selling, general and administrative expenses was primarily the
result of having a full year of operations for the Internet service provider in
fiscal 2000, as compared with only three month's of operations in fiscal 1999
and having seven months of operations for the paging services in fiscal 2000,
as compared with no operations in fiscal 1999. The Company experienced an
increase of approximately 200% in the number of employees from fiscal 1999 to
fiscal 2000. Approximately $195,161 of general and administrative expense in
fiscal 2000 was incurred by the Company in order to pursue its broadband
telecommunications network and enterprise data center business plans. In
addition, approximately $211,000 of general and administrative expense was
attributed to the merger with Pierce International, Inc. during fiscal 2000.
The Company incurred approximately $214,710 in other expense in fiscal
2000 as compared with $184,650 of other income in fiscal 1999. Other income
(expense) was primarily associated with the sale of 500,000 shares of New York
Regional Rail Corporation stock, investment income, interest expense and
various miscellaneous expenses. Imputed interest of approximately $180,282 was
recorded in fiscal 2000 relating to a contract to acquire rights-of-way and
fiber conduit which provided for payments over a period of months without
stated interest.
Liquidity:
The Company's primary liquidity and capital needs consist of funding
cash flow losses from operations, constructing and equipping the Company's
enterprise data center and constructing the Company's fiber optic and broadband
wireless telecommunications network. In fiscal 2000 the Company used
approximately $1,183,421 of net cash in operations. In fiscal 2000
approximately $236,906 was provided by investing activities, of which $700,000
was attributed to the Company's collection of a $700,000 receivable in
connection with the sale of New York Regional Rail Corporation stock, and
$463,094 was used for the purchase of property and equipment. Approximately
$954,110 in funds were provided from financing activities in fiscal 2000,
principally consisting of proceeds from selling equity securities.
Management expects that the Company will require approximately
$150,000,000 in capital over the next twelve months to fund the following
anticipated needs. Estimated expenditures include, but are not limited to,
approximately $81,000,000 to acquire network rights-of-way, installation of
conduit and fiber optic cable, $28,000,000 for optical electronics and
software, $10,000,000 for operation support systems and network operation
center software, $9,500,000
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<PAGE> 18
for Tier IV enterprise data center infrastructure upgrade and improvements,
$11,000,000 in working capital and approximately $10,500,000 for financing
costs. Actual costs may vary from management's current expectations.
In March 2000, the Company entered into an agreement with Qwest
Communications to purchase approximately 500 miles of fiber conduit from New
Orleans to Mobile, Alabama and from Pensacola, Florida to Jacksonville,
Florida. The total purchase price under this agreement is approximately
$15,120,000. Payments totaling approximately $9,000,000 are currently due or
past due under the agreement. Payments are due quarterly through March 31,
2001. The Company has not made any of the payments due under this agreement,
but no default has been declared.
In August 2000, the Company also entered into an agreement with a
third party to lay fiber conduit from Atlanta, Georgia to Chattanooga,
Tennessee and from Chattanooga to Memphis, Tennessee. The total cost of this
project under the agreements that the Company has already executed is
approximately $29,000,000. Approximately 10% of this cost is due October 15,
2000, with the remainder due as segments of the project are completed.
The Company plans to fund its liquidity and capital needs through
joint venture arrangements with strategic business partners, vendor financing
and the issuance of equity and debt securities. The Company is proceeding with
discussions with strategic partners, but has no commitments to provide
financing as of the date of this report.
In June 2000, the Company sold 300 shares of Series B cumulative
convertible preferred stock to the Company's president, director and principal
shareholder for a purchase price of $1,000 per share. Each share of the Series
B cumulative convertible preferred stock is convertible into 500 shares of
common stock commencing July 1, 2001, and is entitled to an annual dividend of
$60. An additional 500 shares of Series B cumulative convertible preferred
stock were issued to the Company's president, director and principal
shareholder in September 2000. Proceeds from these issuances were used to fund
working capital needs.
In order to pay certain accounts payable and for use for working
capital, in July 2000 the Company agreed to sell 317,500 shares of common stock
for a total purchase price of $635,000. In August 2000, the Company closed the
placement of these shares, and the Board of Directors authorized the issuance
of the 317,500 shares of common stock to satisfy the agreement. The Company
further agreed to use its best efforts to register the resale of such shares
with the SEC prior to February 2001.
In September 2000, the Company closed the private placement of 150,000
shares of common stock for a total purchase price of approximately $442,125.
The Company agreed to pay certain fees associated with the placement through
the issuance of an additional 3,000 shares of restricted common stock and the
payment of $13,700 in cash. The terms of the transaction provide that the
Company shall file a registration statement with SEC for the resale of the
150,000 shares by October 5, 2000. For each fifteen day period following
October 5, 2000 in which the
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<PAGE> 19
registration statement is not filed with the SEC, the Company is required to
make a payment to the private investor equal to $8,842 payable in cash or
common stock based upon the closing OTC bid price of the shares of Company's
common stock as of the end of each fifteen day period. In addition, if the
registration statement is not declared effective by the SEC by February 2,
2001, the Company is required to make a payment to the private investor equal
to $44,212 payable in cash or common stock based upon the closing OTC bid price
of the shares of the Company's common stock as of such date.
The Company's liquidity and capital needs are substantial and the
Company has no present commitments to fund those needs. As reflected in the
accompanying financial statements for fiscal 2000, the accountant's opinion
includes a going concern qualification. As stated in note 15 to the financial
statements, as of June 30, 2000, the Company has negative working capital with
obligations totaling $15,451,759 due within one year of which approximately
$9,000,000 is past due. In addition, the Company has sustained losses totaling
$2,104,786 since inception. The inability of the Company to secure additional
capital and financing and the inability of the Company to attain and maintain
profitable operations would have a material adverse effect on whether the
Company would be successful in implementing its proposed business plan and
continue as a going concern.
Risks Affecting Future Results:
A number of risk factors exist that may impair or prevent the Company
from accomplishing its proposed business plan in some or all respects. Those
risk factors include the following matters among others:
The Company is a Start Up with Historical Losses. Substantially all of
the Company's historical revenues have been derived from its Internet access
provider services and its digital and alpha paging services. The Company has no
customers or revenues from its fiber optic and wireless broadband network that
it is developing or its enterprise data storage facility that it is
constructing. The Company has experienced operating losses in each fiscal
quarter since it was founded and will likely continue to experience such
losses. Because the Company's operating history is extremely limited, and the
Company has not actually commenced operations on its fiber optic and wireless
broadband network or its enterprise data storage facility, it is difficult to
evaluate the Company's business operations and prospects.
The Company Needs Substantial Additional Capital-Insolvency. The
Company's present operations do not provide sufficient cash flow to pay its
debts as they become due. The Company had negative working capital of
approximately $15,000,000 at June 30, 2000 and expects it will need to obtain
additional capital of approximately $150,000,000 to finance its operating and
capital needs over the next twelve months. See "Liquidity." The failure of the
Company to obtain additional capital will significantly restrict the Company's
proposed operations and may make it impossible for the Company to pursue its
proposed business plan.
Default on Certain Obligations. In March 2000, the Company entered
into an agreement
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<PAGE> 20
with Qwest Communications to purchase 500 miles of fiber conduit from New
Orleans to Mobile, Alabama and from Pensacola, Florida to Jacksonville,
Florida. The total purchase price under this agreement is approximately
$15,000,000. Payments totaling approximately $9,000,000 are currently due or
past due under the agreement. The Company has not made any of the payments due
under this agreement, but no default has been declared. The Company's
obligations under this agreement are personally guaranteed by the Company's
president. See "Item 12 - Certain Relationships and Related Transactions." The
Company has also entered into a contract to lay fiber conduit between Atlanta
and Memphis, through Chattanooga, at a total cost of approximately $29,000,000,
of which 10% will be due on October 15, 2000.
The Company Leases its Facilities. The Company's primary facility in
Iuka, Mississippi is leased by the Company from the Mississippi Department of
Economic and Community Development. This facility is critical to the Company's
proposed business plan because it already contains many of the features
necessary to establish an enterprise data storage facility. Under the Company's
current lease agreement the lessor has the right to terminate the lease on
ninety days prior written notice, regardless of whether the Company has
defaulted under the lease. Termination of the lease by the lessor, especially
after the Company has invested considerable time and funds to developing the
facility as an enterprise data storage facility, would cause material damage to
the Company and its proposed business plans. See "Properties".
The Company Experiences General Risks Associated with Business. The
future success of the Company is heavily dependent on its ability to develop,
promote and sustain strong government relationships, reach agreements with
certain third parties necessary for the telecommunications needs of its
operations and attract and retain customers at suitable prices. The Company's
business involves competition with existing companies. There can be no
assurance that the business of the Company will ever be profitable.
The Company will Likely Experience Customer Concentration Until and
unless the Company secures multiple customer relationships, it is likely that
the Company will experience periods during which it will be highly dependent on
one or a limited number of customers. Dependence on a single or a few customers
will make it difficult to satisfactorily negotiate attractive prices for the
Company's services and will expose the Company to the risk of substantial
losses if a single dominant customer stops conducting business with the
Company.
The Company Must Comply with Telecommunications Regulations. Most of
the Company's proposed business services and products are subject to regulation
at the federal and state levels. These regulations are in some cases uncertain
and are often undergoing change. The failure of the Company to comply with
these regulations could have a materially adverse effect on the Company. See
"Description of Business - Government Regulation."
The Company Must Comply with Environmental Regulations. The Company's
intended operations, especially the construction and operation of a fiber optic
network, are subject to various federal, state and local laws and regulations
relating to the protection of the environment. These environmental laws and
regulations, which have become increasingly
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<PAGE> 21
stringent, are implemented principally by the Environmental Protection Agency
and comparable state agencies, and govern the management of hazardous wastes,
the discharge of pollutants into the air and into surface and underground
waters, and the manufacture and disposal of certain substances. There are no
material environmental claims currently pending or, to the Company's knowledge,
threatened against the Company. In addition, the Company believes that its
operations are in material compliance with current laws and regulations. The
Company estimates that any expenses incurred in maintaining compliance with
current laws and regulations will not have a material effect on the Company's
earnings or capital expenditures. However, there can be no assurance that
current regulatory requirements will not change, that currently unforeseen
environmental incidents will not occur, or that past non-compliance with
environmental laws will not be discovered on the Company's properties.
The Company's Operating Results are Likely to Fluctuate Widely. The
Company expects that its operating results for the foreseeable future are
likely to fluctuate widely from quarter to quarter and from year to year. This
is especially true while the Company is building its fiber optic and wireless
broadband network. Fluctuation of results may occur due to a variety of factors
including, demand for and market acceptance of the Company's products and
services, reliability of service and network availability, the ability to
increase bandwidth as necessary, customer retention, capacity utilization of
the Company's enterprise data storage facility, the timing of customer needs,
the timing and magnitude of capital expenditures, changes in pricing policies
or practices of competitors, and changes in governmental regulations.
The Company will Face Significant Competition. The Company's market is
intensely competitive. There can be no assurance that the Company will have the
resources to compete successfully in the future. Current and potential
competitors include national, foreign and regional internet service providers,
global, regional and local telecommunications companies and the Regional Bell
Operating Companies, providers of server hosting and data storage services, and
other technology services and products companies. Most of these competitors
will have substantially greater resources than the Company. See "Description of
Business - Competition."
The Company is Entering a New Market. The market for Internet system
and network management solutions has only recently begun to develop, is
evolving rapidly and is characterized by an increasing number of market
entrants. This market may not prove to be viable or, if it becomes viable, may
not continue to grow. The Company currently incurs costs in excess of its
revenues. If the Company cannot attract and retain a customer base, it will not
be able to increase its sales and revenues nor create economies of scale to
offset its fixed and operating costs.
The Company Must be able to Manage Growth. In order for the Company to
accomplish its proposed business plan, it must experience rapid growth in
building its enterprise data storage facilities and network infrastructure,
expand its service offering, expand its geographical coverage, expand its
customer base and increase the number of employees. This growth is expected to
place a significant strain on the Company's financial, management, operational
and other resources, including its ability to ensure customer satisfaction.
This expansion will require significant time commitments from senior management
and involve the efficient management of multiple
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<PAGE> 22
relationships with a growing number of third parties. The Company's ability to
manage its growth effectively will require the Company to continue to expand
operating and financial procedures and controls, to upgrade operational,
financial and management information systems and to attract, train, motivate
and retain key employees. The ability to attract, hire and retain qualified
employees in today's competitive employment market is another significant
challenge which the Company faces. If the Company's executives are unable to
manage growth effectively, the Company's business could be materially adversely
affected.
System Failures Could Lead to Significant Costs. The Company must
protect its network infrastructure and equipment against damage from human
error, physical or electronic security breaches, power loss and other facility
failures, fire, earthquake, flood, telecommunications failure, sabotage,
vandalism and similar events. Despite precautions the Company has taken, a
natural disaster or other unanticipated problems at the Company's facilities
could result in interruptions in services or significant damage to customer
equipment or data. Any damage to or failure of the Company's systems or service
providers could result in reductions in, or terminations of, services supplied
to the Company's customers, which could have a material adverse effect on the
Company's business.
The Company will Depend on Network Interconnections with Third
Parties. The Company will rely, in part, on a number of public and private
network interconnections to allow its customers to connect to other networks.
If the networks with which the Company interconnects were to discontinue their
interconnections, the Company's ability to exchange traffic would be
significantly constrained. Furthermore, the Company's business could be harmed
if these networks do not add more bandwidth to accommodate increased traffic.
Some of these networks will likely require the payment of fees for the right to
maintain interconnections. There usually is nothing to prevent any networks
from increasing fees or denying access. In such cases, the Company's ability to
pursue the proposed business plan could be materially adversely affected.
Some of the Company's Business may be Subject to International Risks.
The Company is pursuing international business opportunities, especially with
respect to the Country of Turkey. Risks inherent in international operations
include unexpected changes in regulatory requirements, export restrictions,
tariffs and other trade barriers; challenges in staffing and managing foreign
operations; differences in technology standards; employment laws and practices
in foreign countries; longer payment cycles and problems in collecting accounts
receivable; political instability; changes in currency exchange rates and
imposition of currency exchange controls and potentially adverse tax
consequences.
Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995
This Annual Report on Form 10-K and other reports and statements
issued on behalf of the Company may include forward-looking statements in
reliance on the safe harbor provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include the use of
forward-looking words such as "plans," "estimates," "believes," "expects,"
"may," "will," "should," "anticipates" and "proposes" and the negative or other
variations of such terms or
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<PAGE> 23
comparable terminology, or by discussion of strategy or business plans that
involve risks and uncertainties. These forward-looking statements are subject
to substantial risks and uncertainties, including those discussed above, and
actual results may differ materially from those contained in any such
forward-looking statement. The Company undertakes no obligation to update or
revise any such forward-looking statements to reflect subsequent events or
circumstances.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133").
SFAS 133 requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair value.
If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss
recognition on the hedging derivative with the recognition of (i) the changes
in the fair value of the hedged asset or liability that are attributable to the
hedged risk or (ii) the earnings effect of the hedged forecasted transaction.
For a derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. SFAS 133 amends the guidance in
SFAS No. 52, Foreign Currency Translation, to permit special accounting for a
hedge currency forecasted transaction with a derivative. It also supersedes
SFAS No. 80, Accounting for Future Contracts, SFAS No. 105, Disclosure of
Information about Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk, and SFAS No. 119,
Disclosure about Derivative Financial Instruments. In addition, it amends SFAS
No. 107, Disclosures about Fair Value of Financial Instruments, to include in
SFAS No. 107 the disclosure provisions about concentrations of credit risk from
SFAS No. 105.
SFAS 133 is effective for the financial statements for periods
beginning after June 15, 2000. Historically, the Company has not entered into
derivatives contracts either to hedge existing risk or for speculative
purposes. Accordingly, the Company does not expect adoption of the new standard
to materially effect its fiscal 2001 financial statements.
The Financial Accounting Standards Board issued Interpretation
("Interpretation") No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an Interpretation of APB Opinion No. 25" which is effective July
1, 2000. Interpretation No. 44 clarifies (a) the definition of employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a
stock compensation plan qualifies as a noncompensatory plan, (c) the accounting
consequence of 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. Adoption of the provisions of the
Interpretation are not expected to have a significant impact on our financial
statements.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No.
101, -- Revenue Recognition, which outlines the basic criteria that must be met
to recognize revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial statements filed
with the Securities and Exchange Commission. We believe that adopting SAB No.
101 will not have a material impact on our financial position or results of
operations.
In September 2000, the Financial Accounting Standards Board issued SFAS
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities ("SFAS 140"). SFAS 140 revises the standards for
accounting for Securitizations and other transfers of financial assets and
collateral and is effective for fiscal years ending December 15, 2000. We
believe that adopting SFAS 140 will not have a material impact on our financial
position or results of operations.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
The Company has not entered into any transaction using derivative
financial instruments and believes that its exposure to market risk associated
with other financial instruments is not material. The Company's cash
equivalents are maintained primarily in money market risks maturing in less
than three months. Accordingly, the Company does not believe that it has any
significant exposure to interest rate risk. The Company currently operates only
in the United States and all sales are made in U.S. dollars. Accordingly, the
Company does not have any material exposure to foreign currency rate
fluctuations.
Item 8. FINANCIAL STATEMENTS
The Company's financial statements are attached hereto as pages F-1
through F-17.
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<PAGE> 24
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Effective June 7, 2000, the Company retained BDO Seidman, LLP ("BDO")
to act as the Company's independent certified public accountant. In this regard,
BDO replaced Spicer Jeffries & Co. ("Spicer") which audited the Company's
financial statements for the fiscal years ended June 30, 1998 and 1999. The
reports of Spicer for these fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit scope or
accounting principles. However, the report of Spicer for these fiscal years was
qualified with respect to uncertainty as to the Company's ability to continue as
a going concern. During the Company's two most recent fiscal years and
subsequent interim periods, there were no disagreements with Spicer on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Spicer, would have caused it to make reference to such
disagreements in its reports.
The Company has authorized Spicer to discuss any matter relating to the
Company and its operations with BDO.
The change in the Company's auditors was recommended and approved by
the board of directors of the Company. The Company does not have an audit
committee.
During the two most recent fiscal years and subsequent interim periods,
the Company did not consult with BDO regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
or any matter that was the subject of a disagreement or reportable event as
defined in the regulations of the Securities and Exchange Commission.
The Company filed a Current Report on Form 8-K dated June 15, 2000,
reporting the change in accountants. Spicer reviewed the disclosures in the Form
8-K. The Company advised Spicer that it had the opportunity to furnish the
Company with a letter addressed to the Securities and Exchange Commission
concerning any new information, clarifying the Company's disclosures in the Form
8-K or stating any reason why Spicer did not agree with any statements made by
the Company in the Form 8-K. Spicer advised the Company that nothing had come to
its attention which would cause it to believe that any such letter was
necessary.
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<PAGE> 25
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information regarding the Company's executive
officers and directors:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Robert R. Crawford 61 President, Secretary, Director
Bryan Forman 60 Vice President
David Cray 47 Vice President, Corporate Treasurer
Jerry Buuck 46 Vice President, Sales and Marketing
Ted Roberts III 45 Vice President, Chief Information Officer
Florian Yoste III 57 Vice President, Government and Public Affairs
</TABLE>
Robert Crawford has been a director and the President of the Company
since August 1998. From 1989 to 1998, Mr. Crawford served as the Chairman and
Chief Executive Officer of New York Regional Rail Corporation and its
affiliates. In March, 1997, Mr. Crawford filed a voluntary petition for
protection of his personal assets under the federal bankruptcy code, but
subsequently withdrew the petition in April, 1997 and subsequently satisfied all
creditors.
Bryan Forman has been a Vice President of the Company and President of
North American InfoTech, LLC since January 2000. During the 19 year period prior
to joining the Company, Mr. Forman was employed by Qwest Transmission, Inc.
where he served as a Vice President and General Manager.
Jerry Buuck has been Vice President Marketing and Sales of the Company
and North American InfoTech since January 2000. Mr. Buuck was employed by Qwest
Communications Corporation from 1995 to 2000 where he served as Director of
Business Development and Product Management.
David Cray has been Vice President, Corporate Treasurer of the Company
since April 2000. From 1994 to 2000, Mr. Cray owned and managed an independent
financial consulting firm. Previously, Mr. Cray held positions with various
broker-dealers and investment banking firms.
Ted Roberts III has been Vice President and Chief Information Officer
of the Company since November 1998. Mr. Roberts was an independent information
technology consultant from 1995 to November 1998.
Florian H. Yoste III has been Vice President of Government Affairs of
the Company since August 1999. From 1993 to 1999, Mr. Yoste served as Senior
Special Assistant to Executive Director for the Governor's Office of Economic
and Community Development, State of Mississippi.
-25-
<PAGE> 26
Other significant employees of the Company are summarized below:
Lawrence R. Lonergan has been General Counsel for North American
DataCom and North American InfoTech since February 2000. Mr. Lonergan was
previously a partner at the law firm of Catafago & Lonergan in New York, where
he practiced corporate and commercial litigation and handled various
transactional matters.
Gordon D. Evans has been Vice President of Operations of North American
InfoTech since January 2000. Mr. Evans' responsibilities include logistics,
strategic planning and manpower allocations for the construction of the
Company's Fiber Optic Network. Prior to joining the Company, Mr. Evans worked
for MCI Worldcom Telecommunications Corporation where he was a performance
analyst in MCI's Network Management Center.
Jerry Wilemon has been Senior Systems Engineer for the Company since
January 2000. From 1995 to 1999 Mr. Wilemon was an independent consultant for
the State of Mississippi, American Equipment and Action Communications, Inc. Mr.
Wilemon's professional career includes both domestic and international
assignments with Thiokol Corporation between 1994 and 1995, Lockheed Missiles
and Space Company between 1990 and 1994, and Morrison Kundsen Corporation
between 1979 and 1990, where he was director of material handling systems.
Jerry Duke has been Director of System Engineering for North American
InfoTech, a subsidiary of the Company, since January 2000. Prior to joining the
Company, Mr. Duke was Director of Field Operations for the entire wireless
communications network for Qwest Transmission Inc. from 1985 to 1999.
Robert Elmes, Jr. has been Director of Provisioning for North American
InfoTech since January 2000. Mr. Elmes was Provisioning Manager from 1983 to
1999 for Qwest Transmission, Inc.
Robert Mecchi has been Director of Network Operating Center at North
American InfoTech since January 2000. Between 1986 and 1999, Mr. Mecchi was
Director of Network Control for Qwest Transmission Inc.
-26-
<PAGE> 27
Item 11. EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of
the Company's chief executive officer for each fiscal year since the Company's
formation in September 1998. No other executive officer of the Company received
total salary and bonus in excess of $100,000 during the last fiscal year.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------
Name and Principal Position Year Salary ($) Bonus ($) Other Annual Compensation ($)
--------------------------- ---- ---------- --------- -----------------------------
<S> <C> <C> <C> <C>
Robert R. Crawford(1) 2000 $57,000 0 0
1999 $52,500
</TABLE>
(1) In both fiscal 1999 and 2000, $52,500 of Mr. Crawford's salary was paid in
the form of shares of common stock at the rate at $1.00 per share. Mr. Crawford
did not accrue any long-term compensation in fiscal 1999 of fiscal 2000.
Employment Agreements.
The Company has entered into employment contracts with David Cray and
Ted Roberts. Mr. Cray's contract is for a term of three years commencing April
10, 2000, and Mr. Roberts contract is for a term of three years and two months
commencing November 1, 1998. Both contracts provide for base salary of $100,000
per annum plus benefits. Mr. Cray's contract also provided for the grant of
options for 250,000 shares of common stock at an exercise price of $3.00 per
share. Mr. Robert's contract provided for the grant of common shares equal to 5%
of the outstanding stock as of June 30, 1999 and for an option to purchase an
additional 5% as of September 30, 1999. Both contracts provide for termination
by the Company for certain events and provide that the employee will not compete
with the Company during the term of the contract and for three years thereafter
in a geographic area of 300 miles in the case of Mr. Cray and 1000 miles in the
case of Mr. Roberts. None of the other executive officers are subject to an
employment agreement at this time, however, the Company intends to enter into
employment contracts with certain additional executive officers in the near
future.
Stock Option Plans.
As of June 30, 2000, the Company had stock options outstanding totaling
14,577,178 shares with exercise prices ranging from $.0433 to $3.00 per share
and expiration dates ranging from December 31, 2001 to December 31, 2004.
Approximately 8,442,468 of these options are held by officers and directors.
These options were issued pursuant to individual option agreement and are not
part of a stock option plan.
The Company's predecessor, Pierce International, Inc., previously had
adopted an Incentive Stock Option Plan which was discontinued in connection
with the Company's merger
-27-
<PAGE> 28
with Pierce International Inc. There are currently no outstanding options under
such stock plan. The Company intends to adopt a stock option plan for its
employees, directors and consultants.
Directors
Currently, the Company has only one director. Directors have not been
compensated for the services they provide as directors. In the future,
non-employee directors may be reimbursed for expenses incurred in connection
with attending board and committee meetings and compensated for their services
as board and committee members.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of September 25, 2000 for
(i) each director of the Company, (ii) each executive officer of the Company
named in the Summary Compensation Table under Item 10 of this report, (iii) each
person or group of affiliated persons whom the Company's knows beneficially owns
more than 5% of the outstanding common stock and (iv) all of the Company's
directors and executive officers as a group.
Except as otherwise noted, to the best knowledge of the Company the
persons named in this table have sole voting and investing power with respect to
all of the shares of common stock held by them.
Options, warrants, conversion and other rights to acquire shares of the
Company's common stock that are exercisable within 60 days of the table date are
deemed to be beneficially owned by the persons holding these options or warrants
for the purposes of computing percentage ownership of that person, but are not
treated as outstanding for the purpose of computing any other person's ownership
percentage of the total number of securities outstanding. As of the table date,
the Company had 98,460,258 shares of common stock outstanding.
-28-
<PAGE> 29
<TABLE>
<CAPTION>
Name and Address Amount of
of Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
<S> <C> <C>
Robert R. Crawford(1) 44,740,758 45.39 %
751 County Road 989
Iuka, MS 38852
Citrus Springs Trust 17,313,388 17.58 %
Louis Villaume, Trustee
One Lakeside Plaza
Suite 602
Lake Charles, LA 70601
William H. Durham, MD 8,156,421 8.28 %
c/o T. I. Starling
16 Lakeland Drive #501
Jackson, MS 39216
All directors and executive officers
as a group (6 persons)(1) 50,493,863 51.23%
</TABLE>
(1) Includes shares owned of record by Mr. Crawford's spouse.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 30, 1999, the Board of Directors issued 85,000 and agreed
to issue 105,000 shares of common stock, which has not been completed as of the
date of this report, of its pre-merger common stock to James White, a former
director and officer of the Company, and Robert Crawford, President, sole
director and principal stockholder of the Company, respectively, for services
each provided to the Company in 1999 and 2000. Additional compensation of
$88,830 for fiscal year 2000 services were approved by the Board of Directors
for Mr. White and paid by issuing 26,320 shares of pre-merger common stock.
In March 2000, Mr. Crawford, president, sole director and principal
stockholder of the Company, guaranteed the Company's obligations under an
agreement for the purchase of conduit from Qwest Communications by the Company
for a purchase price of approximately $15,120,000. See "Management's Discussion
and Analysis - Liquidity."
In July 2000, a subsidiary of the Company, North American InfoTech,
LLC, entered into a right of way sublease agreement with Tishomongo Railroad
Company, a company which is owned and controlled by the son of Mr. Crawford. The
right of way agreement provides conduit access along certain railway lines to
the Company's facilities in Iuka, Mississippi. As part of the
-29-
<PAGE> 30
consideration for the agreement, a two percent membership interest in North
American Infotech was assigned to Tishomongo Railroad Company.
During fiscal 2000, the Company issued various shares of common stock
and Series B convertible preferred stock to Robert R. Crawford, its president,
sole director and principal stockholder, for cash and for services. See "Market
for Registrant's Common Equity and Related Stockholder Matters" for a
description of these transactions.
-30-
<PAGE> 31
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
<TABLE>
<CAPTION>
Index of Exhibits:
<S> <C>
2.1 Agreement to Exchange Common Stock Between Pierce
International, Inc. and the Company. Incorporated by
reference to the Company's Current Report on Form 8-K dated
December 20, 1999.
3.1 Certificate of Incorporation dated December 15, 1999
3.1.1 Amendment to Certificate of Incorporation dated March 10, 2000
3.1.2 Certificate of Merger dated March 20, 2000
3.2 By-Laws of Company
4.1 Securities Purchase Agreement dated September 5, 2000 by and
between the Company, and Cranshire Capital, L.P. and Euram Cap
Strat. "A" Fund Limited
4.2 Registration Rights Agreement dated September 5, 2000 between
the Company, and Cranshire Capital, L.P. and Euram Cap Strat.
"A" Fund Limited
10.1 Lease Agreement effective January 1, 1999 between the State
of Mississippi and the Company
10.2 Right of First Refusal Agreement effective August 1, 2000
between the State of Mississippi and the Company
10.3 Fiber Optic Conduit Agreement dated August 15, 2000 between
Thoroughbred Technology and Telecommunications, Inc. and
North American Infotech, LLC
10.4 Right of Way Entry Agreement dated August 15, 2000 among
Norfolk Southern Railway Company, Thoroughbred Technology and
Telecommunications, Inc., and North American Infotech, LLC
10.5 Right of Way Sublease Agreement dated July 6, 2000 between
Tishomingo Railroad Company, Inc. and North American
Infotech, LLC
10.6 Agreement for Sale of Conduit dated March 31, 2000 between
Qwest Communications Corporation and the Company
10.7 Employment Agreement dated November 16, 1998 between North
American Software Associates, Ltd. and Ted Roberts III
10.8 Employment Agreement dated April 1, 2000 between the Company
and David Cray
10.9 Common Stock Purchase Option (and amendment to Employment
Agreement) dated June 20, 2000 between the Company and David
Cray.
16 Letter on change in certifying accountant. (Incorporated by
reference to the Company's Current Report on Form 8-K dated
June 15, 2000).
21 List of subsidiaries of Company
27 Financial Data Schedule (for SEC use only)
</TABLE>
Reports on Form 8-K:
A current report on Form 8-K was filed on June 19, 2000 reporting a
change in the Company's certifying accountant. See Item 9 of this 10-K report.
-31-
<PAGE> 32
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on behalf of the undersigned,
thereunto duly authorized.
Dated: October 13, 2000 NORTH AMERICAN DATACOM, INC.
By: /s/ Robert R. Crawford
Robert R. Crawford, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Robert R. Crawford
--------------------------- President, Director, October 13, 2000
Robert R. Crawford Chief Executive Officer
/s/ David Cray
--------------------------- Treasurer, Principal October 13, 2000
David Cray Financial Officer,
Principal Accounting
Officer
<PAGE> 33
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
North American DataCom, Inc.
Iuka, Mississippi
We have audited the accompanying consolidated balance sheets of North American
DataCom, Inc. and subsidiaries as of June 30, 2000 and 1999, and the related
consolidated statements of operations, comprehensive income, stockholders'
equity, and cash flows for the year ended June 30, 2000 and for the period from
inception (September 1, 1998) to June 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of North American
DataCom, Inc. and subsidiaries at June 30, 2000 and 1999, and the results of
their operations and their cash flows for the year ended June 30, 2000 and for
the period from inception (September 1, 1998) to June 30, 1999, in conformity
with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 15 to the
financial statements, the Company has suffered recurring losses and has negative
working capital that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 15. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ BDO Seidman, LLP
Memphis, Tennessee
September 18, 2000
F-1
<PAGE> 34
NORTH AMERICAN DATACOM, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Current Assets:
Cash and Equivalents $ 20,948 $ 13,353
Accounts Receivable, Net of allowance of $2,400 and $0 37,848 7,000
Receivable from broker -- 700,000
Notes Receivable (Note 5) 6,258 --
Inventories 438 --
Employee Advances 102,555 100,000
------------ -----------
Total Current Assets 168,047 820,353
------------ -----------
Investments (Note 4) 90,000 325,000
------------ -----------
Property and Equipment:
Leasehold Property and Improvements 15,880 3,758
Computers and Equipment 717,416 38,009
Communications Equipment and Wireless Towers (Note 6) 371,688 94,016
Conduit and Optic Fiber Construction In Process 14,396,891 --
Other Equipment 77,278 6,616
Office Furniture 3,231 --
------------ -----------
Total Property and Equipment 15,582,384 142,399
Less Accumulated Depreciation and Amortization (35,945) (5,570)
------------ -----------
Net Property and Equipment 15,546,439 136,829
------------ -----------
Other Assets (Notes 7 and 14) 446,494 990
------------ -----------
Total Assets $ 16,250,980 $ 1,283,172
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade Note Payable, net of unamortized discount (Note 6) $ 15,152,173 $ --
Accounts Payable 24,034 2,837
Accrued Expenses 275,552 166,985
Deferred Income Tax Liability (Note 14) -- 28,500
------------ -----------
Total Current Liabilities 15,451,759 198,322
Payable To Director 23,917 9,079
Notes Payable -- 20,000
------------ -----------
Total Liabilities 15,475,676 227,401
------------ -----------
Commitments and Contingencies (Notes 6, 8, 13 and 15)
Stockholders' Equity (Notes 11 and 12)
Convertible Preferred Stock, No Par Value; 400,000 shares authorized;
51,212 shares issued and outstanding at June 30, 1999 -- 512,120
Series B Convertible Preferred Stock, $.0001 Par Value; 6% Cumulative;
5,000 shares authorized; 300 shares issued and outstanding at June 30, 2000 300,000 --
Common Stock, $.0001 Par Value; 150,000,000 Shares Authorized;
97,992,758 and 4,030,000 Shares Issued and Outstanding 9,798 4,030
Additional Paid in Capital 2,667,567 790,221
Other accumulated comprehensive income (Note 4) (99,200) 46,500
Retained Earnings (Accumulated Deficit) (2,102,861) (297,100)
------------ -----------
Total Stockholders' Equity 775,304 1,055,771
------------ -----------
Total Liabilities and Stockholders' Equity $ 16,250,980 $ 1,283,172
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE> 35
NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the period
from inception
For the (September 1, 1998)
year ended through
June 30, 2000 June 30, 1999
------------- -------------------
<S> <C> <C>
Net Service Revenues $ 269,649 $ 19,539
Cost of Services 117,924 24,667
------------ -----------
Gross Profit (Loss) 151,725 (5,128)
Selling, General
and Administrative Expenses 1,744,701 477,612
------------ -----------
Operating Loss (1,592,976) (482,740)
Other Income (Expense), Net (214,710) 184,650
------------ -----------
Loss before income tax expense (benefit) (1,807,686) (298,090)
Income tax expense (benefit) (Note 14) -- (990)
------------ -----------
Net Loss $ (1,807,686) $ (297,100)
------------ -----------
Basic and Diluted Loss per
Common Share (Note 1) $ (0.03) $ (0.01)
============ ===========
Weighted Average Number of Common
Shares Outstanding - Basic and Diluted 71,725,566 33,193,595
------------ -----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 36
NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
(SEPTEMBER 1, 1998)
YEAR ENDED THROUGH
JUNE 30, 2000 JUNE 30, 1999
------------- -------------------
<S> <C> <C>
Net loss $(1,807,686) $(297,100)
Net unrealized gain (loss) on investments (Note 4) (145,700) 46,500
----------- ---------
Comprehensive loss $(1,953,386) $(250,600)
=========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 37
NORTH AMERICAN DATACOM, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Convertible
Series B Preferred Stock Preferred Stock Common Stock Additional Accumulated
Shares Amount Shares Amount Shares Par Value Paid In Capital Deficit
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, September 1, 1998
(inception) -- $ -- -- $ -- -- $ -- $ --
Issuance of initial common
stock -- -- 500,000 500 -- --
Issuance of stock for
investments -- -- 3,000,000 3,000 497,000 --
Acquisition of Freedom
(Note 3) -- -- 50,000 50 61,201 --
Exchange of notes for
preferred stock 51,212 512,120 -- -- 100,000 --
Stock issued to employees -- -- 450,000 450 112,050 --
Issuance of stock for
services -- -- 10,000 10 9,990 --
Sale of common stock -- -- 20,000 20 9,980 --
Unrealized gain on
Investments -- -- -- -- -- --
Net loss for period ended
June 30, 1999 -- -- -- -- -- (297,100)
-------------------------------------------------------------------------------------------------------
Balances, June 30, 1999 -- -- 51,212 512,120 4,030,000 4,030 790,221 (297,100)
Conversion of preferred
stock to common stock (51,212) (512,120) 2,020,296 20,203 491,917 --
Issuance of Series B
preferred stock 300 300,000 -- -- -- --
Exchange of notes for
common stock -- -- 164,916 1,649 106,455 --
Issuance of stock for
services -- -- 111,320 1,113 172,717 --
Sale of common stock -- -- 175,500 1,755 225,745 --
Acquisition of Action
Communications (Note 3) -- -- 150,000 1,500 344,395 --
Stock split (Note 3) 76,801,017 7,680 (7,680)
Acquisition of PRCI (Note 3) 80,000 20,000 861,809 86 (20,086) --
Issuance of shares for
acquisition services -- -- 1,687,934 169 101,107 --
Conversion of PRCI preferred
stock to common stock (80,000) (20,000) 80,000 8 19,992 --
Conversion of PRCI notes to
common stock -- -- 170,000 17 9,983 --
Exercise of warrants to
acquire common stock 80,000 8 59,992
Exercise of warrants to
acquire common stock -- -- 11,620,964 1,162 341,082 --
Conversion of debt to stock -- -- 39,002 4 2,141 --
Adjustment for change in par
value ($.01 to $.0001) -- -- 0 (29,586) 29,586 1,925
Net unrealized loss on
investments -- -- -- -- -- --
Net loss for the year ended
June 30, 2000 -- -- -- -- -- -- (1,807,686)
-------------------------------------------------------------------------------------------------------
Balances, June 30, 2000 300 $300,000 $ -- $ -- 97,992,758 $ 9,798 $2,667,567 $(2,102,861)
=======================================================================================================
<CAPTION>
Net Unrealized
Gain (Loss) on Stockholders'
Investments Equity
-----------------------------------
<S> <C> <C>
Balances, September 1, 1998
(inception) $ -- $ --
Issuance of initial common
stock -- 500
Issuance of stock for
investments -- 500,000
Acquisition of Freedom (Note 3) -- 61,251
Exchange of notes for
preferred stock -- 612,120
Stock issued to employees -- 112,500
Issuance of stock for services -- 10,000
Sale of common stock -- 10,000
Unrealized gain on
Investments 46,500 46,500
Net loss for period ended
June 30, 1999 -- (297,100)
-----------------------------
Balances, June 30, 1999 46,500 1,055,771
Conversion of preferred stock
to common stock -- --
Issuance of Series B preferred
stock -- 300,000
Exchange of notes for
common stock -- 108,104
Issuance of stock for services -- 173,830
Sale of common stock -- 227,500
Acquisition of Action
Communications (Note 3) -- 345,895
Stock split (Note 3) --
Acquisition of PRCI (Note 3) -- --
Issuance of shares for
acquisition services -- 101,276
Conversion of PRCI preferred
stock to common stock -- --
Conversion of PRCI notes to
common stock -- 10,000
Exercise of warrants to acquire
common stock 60,000
Exercise of warrants to acquire
common stock -- 342,244
Conversion of debt to stock -- 2,145
Adjustment for change in par
value ($.01 to $.0001) -- 1,925
Net unrealized loss on
investments (145,700) (145,700)
Net loss for the year ended
June 30, 2000 -- (1,807,686)
-----------------------------
Balances, June 30, 2000 $ (99,200) $ 775,304
=============================
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 38
NORTH AMERICAN DATACOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
FOR THE (SEPTEMBER 1, 1998)
YEAR ENDED THROUGH
JUNE 30, 2000 JUNE 30, 1999
------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for period $(1,807,686) $(297,100)
Adjustments to reconcile net loss to cash
provided by operations:
Depreciation and amortization 53,708 5,570
Gain on sale of investments -- (200,000)
Provision for deferred income taxes -- (990)
Noncash compensation charge 131,830 42,000
Noncash interest charge 161,128 --
Noncash organizational expense charge 211,076 --
Provision for doubtful accounts 2,400 --
Changes in operating assets and liabilities,
net of acquisitions:
Inventories (438) --
(Increase) decrease in accounts receivable (33,803) (107,000)
Increase (decrease) in notes receivable (6,258) --
(Increase) decrease in other assets (38,037) --
Increase in accounts payable
and accrued expenses 142,659 127,822
----------- ---------
Net cash used in operations (1,183,421) (429,698)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Due from broker 700,000 --
Purchase of property and equipment (463,094) (142,399)
----------- ---------
Net cash provided by (used in) investing activities 236,906 (142,399)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 522,089 --
Proceeds from sale of preferred stock 300,000 556,371
Proceeds from issuance of convertible notes 108,104 --
Increase in notes payable 23,917 29,079
----------- ---------
Net cash provided by financing activities 954,110 585,450
----------- ---------
INCREASE IN CASH for the period (Note 9) 7,595 13,353
CASH, beginning of period 13,353 --
----------- ---------
CASH, end of period $ 20,948 $ 13,353
=========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 39
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies:
Nature of Business
The Company intends to provide communications and information technology
services with an emphasis on wideband fiber optic and wireless
telecommunications services that support enterprise data storage solutions,
primary for customers in southern United States.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All material intercompany accounts and
transactions are eliminated.
Use of Estimates
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.
Estimates also affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain estimates used by management are particularly susceptible to significant
changes in the economic environment. These include estimates of the realization
of long-lived assets and deferred tax assets. Each of these estimates, as well
as the related amounts reported in the financial statements, are sensitive to
near term changes in the factors used to determine them. A significant change in
any one of those factors could result in the determination of amounts different
from those reported in the consolidated financial statements and the effect of
such differences could be material.
Investments
Investments are classified as available-for-sale and are reported at estimated
market value, with unrealized gains and losses, net of taxes, reported as a
separate component of stockholders' equity.
Realized gains and losses, and declines in value judged to be other than
temporary, are included in other income. The cost of securities sold is based on
the specific identification method and interest earned is included in other
income.
Revenue Recognition
Revenue is recognized when services are rendered.
Taxes on Income
Income taxes are calculated using the liability method specified by Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"). Under SFAS 109, the Company provides for estimated income taxes payable
or refundable on current year income tax returns as well as the estimated future
tax effects attributable to temporary differences and carryforwards. Measurement
of deferred income taxes is based upon enacted tax laws and tax rates, with the
measurement of deferred income tax assets reduced by estimated amounts of tax
benefits not likely to be realized.
F-7
<PAGE> 40
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
1. Summary of Significant Accounting Policies (Continued):
Earnings per Share
Basic and diluted loss per share of common stock have been computed based upon
the weighted average number of shares outstanding during the year ending June
30, 2000 and, after giving effect to the merger stock split, the period ending
June 30, 1999. Common stock equivalents consisting of stock options, convertible
notes and warrants were not considered in either period, as their effect would
be anti-dilutive.
The following details the Company's common stock equivalents (in post-merger
shares):
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Stock options 14,879,923 11,620,964
Convertible notes -- 1,903,130
Warrants -- 80,000
Convertible Preferred stock 150,000 2,020,396
---------- ----------
15,029,923 15,624,490
========== ==========
</TABLE>
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed when
incurred. Depreciation is computed over the estimated useful lives of
depreciable assets using the straight-line method. Useful lives for property and
equipment are as follows:
<TABLE>
<CAPTION>
Years
-----
<S> <C>
Conduit and optic fiber 25
Communications equipment and wireless towers 3-10
Computers 5
Other Equipment 3-10
Leasehold improvements Term of lease
</TABLE>
The carrying values of long-lived assets are periodically reviewed by the
Company and impairments would be recognized if the expected future operating
non-discounted cash flows derived from an asset were less than its carrying
value.
Licenses
Licenses relate to the Company's FCC License to provide personal communications
and paging services. Generally, amortization begins with the commencement of
service to customers and is computed using the straight-line method over an
estimated useful life of 15 years.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, consisting of cash
and cash equivalents, notes and accounts receivable, accounts payable and
payable to director approximate their respective fair values.
F-8
<PAGE> 41
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
2. The Organization and Business:
Effective December 21, 1999, North American Software Associates, Limited ("NAS")
(incorporated in September 1998) merged into Pierce International, Inc. ("PRCI")
in exchange for 76,801,017 shares of the PRCI's common stock. The merger has
been accounted for as a reverse acquisition, whereby NAS is deemed the acquirer
because the shareholders of NAS obtained a controlling interest in the Company
as a result of the merger. On March 17, 2000 the Company changed its name to
North American DataCom, Inc. from Pierce International, Inc.
North American DataCom, Inc. and its subsidiaries are developing a major
southern United States communications network. This network combines
state-of-the-art fiber optics, wireless and satellite technologies with
traditional business resources to provide wideband real-time data communication.
Accordingly, for periods prior to the merger, the consolidated financial
statements present the historic accounts of NADC (formerly NAS) and its
subsidiaries. The Company is engaged, or plans to engage, in the following lines
of business:
Business Lines
Fiber Optic and Broadband Wireless Network: The Company is building a fiber
optic and broadband wireless communications network, which will allow for the
high-speed transmission of large amounts of data. It is expected that
businesses, government agencies and institutions will use the Company network as
a preferred alternative to existing telephone and satellite data transmission
systems.
Internet Access: As of June 30, 2000 the Company provides Internet service in
Mississippi, Tennessee and Alabama. Internet services provided by the Company
include basic dial-up access to the Internet through standard computer modems,
high speed Internet access, and the design and hosting of websites for
customers.
Remote Data Storage: During fiscal 2000 the Company took delivery of equipment
that will allow third parties to store and access data stored in digital form on
computer systems maintained and operated by the Company in its facility in Iuka,
Mississippi. As of June 30, 2000, the Company did not have any agreements with
any third parties regarding the storage of computer data.
Telecommunication Projects and Consulting: The Company plans to assist
corporations, government agencies and institutions in the design and
installation of their own internal telecommunications networks. The Company
plans to use state-of-the-art technology, which will enable its clients to
transfer and receive large amounts of data at high speed between both internal
and external sources.
At present, the Company operates in one segment, paging and internet access to
consumers and small businesses.
F-9
<PAGE> 42
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
3. Acquisitions
On April 1999, the Company acquired all of the partnership interests of Freedom
2000 for $8,000 and 50,000 shares of the restricted pre merger common stock of
the Company (valued at $61,251). Freedom is an Internet service provider. This
transaction has been accounted for as purchase, accordingly, the results of
Freedom are included in the Company's consolidated statements of operations from
the date of acquisition. The purchase price of $69,251 has been allocated
primarily to property and equipment.
On December 3, 1999 the Company acquired all the common stock of Action
Communications, Inc. ("Action") for 150,000 shares of pre merger stock
(1,731,339 post merger shares) of the restricted common stock of the Company
(valued at $375,000). Action provides digital and alpha numeric paging to nine
southeastern states, and is currently expanding its coverage area to include
portions of the eastern and southwestern United States. Action is also a
specialized mobile radio carrier providing dispatch, telephone and Global
Position System ("GPS") services. This transaction has been accounted for as a
purchase, accordingly, the results of operations of Action are included in the
Company's consolidated statements of operations from the date of acquisition.
The purchase price of $345,895 has been allocated to estimated fair value of the
assets acquired and liabilities assumed, as follows:
Property and Equipment $ 5,000
FCC License 370,000
Current liabilities (29,105)
-----------
$ 345,895
===========
On December 21, 1999, North American Software Associates, Limited ("NAS")
(incorporated in September 1998) merged into Pierce International, Inc. ("PRCI")
in exchange for 76,801,017 of the PRCI's common stock. The merger has been
accounted for as a reverse acquisition, whereby NAS is deemed the acquirer
because the shareholders of NAS obtained a controlling interest in the Company
as a result of the merger. This has been presented as a stock split with the
addition of 861,809 shares of PRCI that were outstanding at the date of merger.
As a result of the reverse merger, NAS assumed liabilities of $10,000 in the
form of a convertible Note, 80,000 shares of preferred equity with a book value
of $20,000 and paid in capital for the 7,515,705 common shares of PRCI
outstanding was approximately $850,000. There was a net operating loss carry
forward of approximately $880,000. There were no assets and no other
liabilities. Expenses incurred for this transaction totaling approximately
$211,000 were expensed.
PRCI had 400,000 authorized shares of no par value, Series 1 convertible
preferred stock with 80,000 shares outstanding at the date of merger. These
Series I Preferred Stock were converted in January 2000 into an identical number
of shares of the Company's Common Stock.
F-10
<PAGE> 43
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
4. Investments:
The Company's investments are classified as available-for-sale. The amortized
cost, gross unrealized gains (losses) and estimated fair value, less the option
price of $.12 per share, for these investments were as follows at June 30, 2000
and June 30, 1999:
<TABLE>
<CAPTION>
Cost Gross Unrealized Estimated
June 30, 2000 Basis Gains (Losses) Fair Value
--------------------------------------------------------------------------------
<S> <C> <C> <C>
New York Regional
Rail Corporation
Stock Options $ 250,000 $(160,000) $ 90,000
June 30, 1999
New York Regional
Rail Corporation
Stock Options $ 250,000 $ 75,000 $ 325,000
</TABLE>
During the fiscal year June 30, 1999, the Company sold 500,000 shares of New
York Regional Rail Corporation stock for $700,000. The cost of this investment
as determined by the specific identification method was $500,000.
5. Notes Receivable:
Sales of Action Communications' merchandise has created a trade note receivable
earning interest at 6% per annum with the final payment due July 2002.
Maturities of the receivables at June 30, 2000 are as follows:
Fiscal Year Ending June 30,
<TABLE>
<S> <C>
2001 $2,920
2002 3,100
2003 238
------
Total $6,258
</TABLE>
6. Property, Plant and Equipment:
In March 2000, the Company acquired 504 miles of fiber optic conduit for $15.12
million from Qwest. The purchase was price to be paid over a 12 month period
ending March 31,2001 and, accordingly, imputed interest of $723,109 was recorded
as a discount which is being amortized as an interest charge over the term of
the payable. For the period ending June 30, 2000 the interest charge associated
with this payable was $180,282. The Company currently is past due in its
payments on this obligation by approximately $9,000,000 and is actively
negotiating with the vendor for modifications to the repayment terms.
7. Other Assets
Other assets consist of the following items as of:
<TABLE>
<CAPTION>
June 30, 2000 1999
-------- --------
<S> <C> <C>
FCC License, net of amortization of
$14,389 $355,611 $ --
Prepaid expenses 29,093 --
Deferred income tax asset 61,790 990
-------- --------
Total $446,494 $ 990
======== ========
</TABLE>
F-11
<PAGE> 44
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
8. Commitments:
The Company currently leases 25,000 square feet at the former NASA facility from
the State of Mississippi. The lease expires in December 2008 and the Company
plans to extend the lease for an additional 10 years. Total rentals under this
lease for the year ending December 2000 will be approximately $87,500, $100,000
for the year ending December 2001, and $125,000 for each remaining year. This
lease has been straight lined for accounting purposes. Accordingly, rent
expenses associated with this lease was $112,500 and $56,250 for 2000 and 1999,
respectively. The lease may be terminated by either party at any time by giving
the other party 90 days written notice.
The Company also leases approximately 3,000 square feet of office space in
Denver, Colorado at an annual rent of approximately $36,000, which is used
primarily for sales and marketing purposes.
The Company has agreed to sell to the majority shareholder up to 5,000 shares of
Series B Preferred Stock at $1,000 per share. As June 30, 2000, 300 such shares
were sold. These shares are convertible into 500 shares of common stock for each
preferred share commencing July 1, 2001.
The Company has 2 employment agreements with the Vice President of Operations
and the corporate Treasurer which expire December 31, 2001 and April 10, 2003.
In addition to a base salary, the agreement provides for each employee options
to acquire the Company's stock. Compensation expensed in 2000 and 1999 were
$122,756 and $100,000, respectively.
On August 15, 2000, the Company entered into an agreement with a third-party
contractor to lay fiber optic conduit between Atlanta, Georgia and Chattanooga,
Tennessee and from Chattanooga to Memphis, Tennessee. The agreement calls for
payments of approximately $29 million over the course of the agreement,
approximately $2.9 million of which is due on October 15,2000 with the balance
due in specified installments as the conduit is installed.
9. Supplemental Cash Flow Information:
For purposes of the consolidated statements of cash flows, cash and cash
equivalents consists of cash on hand, demand deposit accounts and short-term
investments in certificates of deposit with maturities of three months or less.
Within the statement of cash flows, $109,800 of costs incurred as part of the
stock issuances has been netted against the $631,889 of proceeds received.
Noncash investing and financing activities
In September 1998, the Company agreed with Robert Crawford, a Director and
President of the Company, to exchange 1,500,000 shares of common stock for the
assignment of 250,000 shares of New York Regional Rail Corporation ("NYRR")
common shares. In addition, the Company issued to him a $250,000 convertible
note payable for 250,000 additional NYRR common shares and warrants to purchase
additional common shares at $.25 per share.
F-12
<PAGE> 45
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
9. Supplemental Cash Flow Information (Continued):
Non cash investing and financing activities (Continued)
In June 1999, outstanding long-term debt obligations of $350,000 held by
shareholders were converted by the holders into shares of Series A Preferred
Stock. In November 1999, the Preferred shares were converted into 2,020,296
pre-merger common shares of the Company. The Preferred shareholders and certain
note holders also held options, expiring in 2000 and 2001, to acquire
approximately 1,263,750 pre merger common shares for $563,750. (See Notes 11 and
12)
In June 1999, the Company sold 500,000 shares of NYRR Common stock for $700,000
and realized a gain of $200,000. The cash from this sale was not received by the
Company until July 2000.
Other noncash equity transactions during the fiscal year June 30, 2000 were:
<TABLE>
<CAPTION>
No. of Dollar
June 30, 2000 Shares Amount
--------- --------
<S> <C> <C>
Issuance of stock for services 111,320 $173,830
Acquisition of Action Communications 150,000 345,895
Issuance of shares for services 1,687,934 101,276
Conversion of notes to common stock 170,000 10,000
Conversion of debt for stock 39,002 2,145
Conversion of debt for stock 18,901 29,079
</TABLE>
In March 2000, the Company entered into an agreement to purchase approximately
$15,120,000 (before discount for imputed interest) of conduit and fiber optic
cable from an unrelated company with installment payments due over a 12-month
period. (See Note 6)
In December 1999, the Company purchased approximately $576,000 of data storage
equipment from an unrelated company in exchange for a note payable bearing
interest of 18% per annum, due June 30, 2000. This note was paid in full in
August 2000.
For the years ending June 30, 2000 and 1999, respectively, no cash was paid for
interest and income taxes.
10. Litigation:
The Company could be part of litigation in the ordinary course of its business.
Management has informed us that no litigation existed as of June 30, 2000.
11. Related Party Payable and Related Party Transactions:
In addition to those items discussed in Note 8, on November 30, 1999, the
Company issued 85,000 and agreed to issue 105,000 shares, which has not been
completed as of the date of this financial statement, of its pre-merger
restricted common stock to James White (former director) and Robert Crawford
(director), respectively, for services each provided to the Company in 1999 and
2000. Additional compensation of $88,830 for fiscal year 2000 services were
approved by the Board of Directors for Mr. White and paid by issuing 26,320
shares of restricted pre merger common stock.
F-13
<PAGE> 46
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
12. Stockholders' Equity:
In June 1999 the Company authorized the exchange of $512,120 of Notes and debt
for 51,212 shares of Series A Convertible Preferred stock. These 51,212 shares
outstanding as of June 30, 1999 were converted into 2,020,296 shares of the
Company's common stock and subsequently exchanged for 23,319,933 shares of
restricted common stock as part of its reverse merger with PRCI in December
1999. In March 2000, options attached to the Notes were exercised and payment of
$342,244 was received for 11,620,964 of common shares. In addition, $2,145 of
debt was converted to 39,002 shares of common stock.
There are no Series A preferred shares outstanding as of June 30, 2000.
As discussed in Notes 2 and 3, the Company completed a reverse acquisition of
PRCI in a transaction accounted for in a manner similar to a recapitalization.
Shareholders of the Company received approximately 11.54 shares of PRCI common
stock for each share of common stock they held in the Company at the date of
merger.
In November 1998, and January 1999, the Company entered into employment
agreements with five initial employees to issue 450,000 restricted pre merger
common shares, based on a vesting formula, in exchange for $112,500. (See Note
9)
In February 1999, the Company exchanged 10,000 shares of its pre merger common
stock for services rendered, aggregating $10,000.
During the period from March to May 1999, the Company sold 20,000 shares of
restricted common stock for a total of $10,000.
During the period from April 1999 to December 3, 1999, the Company sold 175,500
shares of restricted common stock for a total of $227,500 at prices ranging from
$0.50 to $5.00 per share. There were options for the purchase of 55,500 shares
of pre merger common stock of the Company for $10 per share attached to certain
of the sales.
During November 1999, the Company exchanged 164,916 shares of restricted common
stock for $74,000 of convertible notes and $34,104 of advances made from a
director.
During December 1999, the Company exchanged 1,687,934 shares of restricted
common stock for services rendered, aggregating $101,275 for services rendered
in facilitating the PRCI merger.
In January 2000, the 80,000 preferred shares were converted into 80,000 shares
of common stock of the Company. Also in January 2000, the warrants attached to
these preferred shares were exercised with payment of $60,000, and 80,000
restricted common shares were issued.
In February 2000 a $10,000 convertible note of PRCI was converted into 170,000
shares of common stock.
In May 2000 the Company exchanged 111,320 pre merger (1,284,883 post merger
shares) shares of common stock for $173,830 of services provided to the Company
by James White in the period January 1999 to March 2000. The Board approved this
exchange in November 1999.
F-14
<PAGE> 47
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
12. Stockholders' Equity (Continued):
In May 2000 the Board authorized 500,000 shares of Series B Senior Preferred
Stock. In June 2000 the Company authorized the sale of up to 5,000 shares of
Series B convertible preferred stock for $1,000 per share to a principal
shareholder. Each share is convertible into 500 shares of Rule 144 restricted
common stock of the Company. Each share carries a $60 dividend payable in July
annually with these dividends accumulating if not paid and has a right upon
liquidation to be redeemed before any common shareholders. If dividends are not
current the holders will have 500 voting rights for each share held. There are
no redemption rights for retiring this issue. As of June 30, 2000, 300 shares
were purchased for $300,000 and through September 20, 2000 a total of $800,000
was purchased.
13. Stock Option Plan:
As of June 30, 2000 the Company had common stock options outstanding totaling
14,577,178 shares as follows:
<TABLE>
<CAPTION>
Number of shares Price per share Expiration Dates
---------------- --------------- ----------------
<S> <C> <C> <C>
Officers and Directors 8,442,468 $.0433 to $3.00 12/31/01 - 12/31/04
Employees 1,036,690 $.087 - $3.00 12/31/01 - 12/31/04
----------
Sub-total 9,479,158
Investors and consultants 5,098,020 $.087 - $.866 12/31/01
----------
Total 14,577,178
==========
</TABLE>
In 1987 PRCI adopted an Incentive Stock Option Plan under which options granted
are intended to qualify as "incentive stock options" under Section 422A of the
Internal Revenue code of 1954, as amended. Pursuant to the Plan, options to
purchase up to 400,000 shares of the Company's Common Stock may be granted to
employees of the Company. The Board of Directors administers this Plan. During
the fiscal year June 30, 2000, the plan was abandoned.
All stock options issued to employees have an exercise price not less than the
fair market value of the Company's common stock on the date of grant, and in
accordance with accounting for such options utilizing the intrinsic value method
there is no related compensation expense recorded in the Company's financial
statements. Had compensation cost for stock-based compensation been determined
based on the fair value at the grant dates consistent with the method of SFAS
123, the Company's net income (loss) and earnings (loss) per share would have
been reduced to the pro forma amounts presented below for the years ended:
<TABLE>
<CAPTION>
June 30 June 30
2000 1999
----------- -----------
<S> <C> <C>
Net income (loss)
As reported $(1,807,686) $ (297,100)
Pro forma (2,089,031) (378,791)
Earnings (loss) per share of common stock:
As reported $ (.03) $ (.01)
Pro forma $ (.03) $ (.01)
</TABLE>
The fair value of option grants is estimated on the date of grant utilizing the
Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 1999 and 2000: average expected life of option of 2.67
years for 1999 and 2.75 years for 2000, expected volatility of 64% for both
years, average risk free interest rate of 5.72% for 1999 and 6.41% for 2000. The
weighted average fair value at date of grants is $0.03 per option for 1999 and
$3.77 per option for 2000.
The following options were outstanding as of June 30, 2000 and 1999. Options
generally vest over four years.
<TABLE>
<CAPTION>
Period ended
----------------------------------------------------
June 30, 2000 June 30, 1999
------------------------- ------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
----------- ----- ---------- -----
<S> <C> <C> <C> <C>
Options outstanding, beginning of period 20,889,124 $0.16 -0- $ --
Options granted 250,000 5.00 20,889,124 0.16
Options cancelled or exercised (11,659,966) 0.03 -0- --
----------- ----------
Options outstanding, end of period 9,479,158 $0.33 20,889,124 $0.16
=========== ==========
Option price range at end of period $0.09 to $5.00 $0.03 to $0.50
Weighted average fair value of options
granted during period $ 3.77 $ 0.03
</TABLE>
F-15
<PAGE> 48
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
14. Federal Income Tax Benefit:
The components of income tax expense (benefit) are as follows:
<TABLE>
<CAPTION>
June 30, 2000 1999
-------- --------
<S> <C> <C>
Deferred:
Federal $ 0 $ (830)
State 0 (160)
-------- --------
$ 0 $ (990)
======== ========
</TABLE>
Net deferred income tax assets arose from the following:
<TABLE>
<CAPTION>
June 30, 2000 1999
--------- ---------
<S> <C> <C>
Deferred income tax assets:
Allowance for doubtful accounts $ 1,000 $ --
Unrealized loss on sale of investments 60,800 --
Net operating loss benefit 1,825,000 111,400
Organization cost 39,100 7,490
Less valuation allowance (1,788,110) (111,400)
--------- ---------
Total deferred income tax assets 137,790 7,490
--------- ---------
Deferred income tax liabilities:
Depreciation (76,000) (6,500)
Unrealized gain on sale of
investments -- (28,590)
--------- ---------
Total deferred income tax liabilities (76,000) (35,090)
--------- ---------
Net deferred income tax asset
(liability) 61,790 (27,600)
Less deferred income tax (asset)
liability reflected in stockholders'
equity (60,800) 28,590
--------- ---------
Long-term net deferred income tax
asset $ 990 $ 990
========= =========
</TABLE>
At June 30, 2000, the Company had a net operating loss carryforward of
$1,696,607 that expires 2020. An allowance had been established for the deferred
tax asset related to the net operating loss.
The effective tax rate on income before taxes on income is different from the
maximum federal statutory tax rate. The following summary reconciles taxes at
the maximum federal statutory rate with the effective rate:
<TABLE>
<CAPTION>
June 30, 2000 1999
-------- -------
<S> <C> <C>
Income tax benefit at maximum
statutory rate (34.0)% 34.0%
State income taxes, net of federal
tax benefit -- --
Increase in valuation allowance 31.1 (38.0)
Other items 2.9 4.0
-------- -------
Income tax expense (benefit), at
effective rate 0% 0%
</TABLE> -------- -------
F-16
<PAGE> 49
North American DataCom, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued):
14. Federal Income Tax Benefit (Continued):
The Company acquired a net operating loss of $880,000, which is subject to
certain restrictions under the Internal Revenue Service Code. The loss
carryforward expires 2003 through 2018.
15. Continuing Operations:
The accompanying financial statements have been prepared on a going concern
basis, which contemplates continuity of operations and realization of assets and
satisfaction of liabilities in the normal course of business. At June 30, 2000,
the Company has negative working capital with obligations totaling $15,451,759
due within one year of which approximately $9,000,000 is past due (Note 6). In
addition, losses totaling $2,104,786 have been generated since inception. These
matters raise substantial doubt about the company's ability to continue on as a
going concern. The continuation of the Company as a going concern is dependent
upon the Company raising additional capital, and attaining and maintaining
profitable operations. The Company has identified potential sources of capital
and potential joint venture and/or strategic partners and believes that they
will be able to secure the necessary capital to put their business plan into
operation.
16. Subsequent Events:
In July 2000, the Company sold 317,500 shares of common stock to an investor for
$635,000.
In September 2000, the Company sold an additional 500 shares of Series B
preferred stock to a principal shareholder for $500,000.
In September 2000, the Company sold 150,000 shares of its common stock to a
group of investors for $442,125.
17. Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (I) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. SFAS 133 amends the guidance in
SFAS No. 52, Foreign Currency Translation, to permit special accounting for a
hedge currency forecasted transaction with a derivative. It also supersedes SFAS
No. 80, Accounting for Future Contracts, SFAS No. 105, Disclosure of Information
about Financial Instruments with Off-Balance-Sheet Risk and Financial
Instruments with Concentrations of Credit Risk, and SFAS No. 119, Disclosure
about Derivative Financial Instruments. In addition, it amends SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, to include in SFAS No.
107 the disclosure provisions about concentrations of credit risk from SFAS No.
105.
SFAS 133 is effective for the financial statements for periods beginning after
June 15, 2000. Historically, the Company has not entered into derivatives
contracts either to hedge existing risk or for speculative purposes.
Accordingly, the Company does not expect adoption of the new standard to
materially effect its fiscal 2001 financial statements.
The Financial Accounting Standards Board issued Interpretation
("Interpretation") No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an Interpretation of APB Opinion No. 25" which is effective July
1, 2000. Interpretation No. 44 clarifies (a) the definition of employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a
stock compensation plan qualifies as a noncompensatory plan, (c) the accounting
consequence of 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. Adoption of the provisions of the
Interpretation are not expected to have a significant impact on our financial
statements.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101, --
Revenue Recognition, which outlines the basic criteria that must be met to
recognize revenue and provides guidance for presentation of revenue and for
disclosure related to revenue recognition policies in financial statements filed
with the Securities and Exchange Commission. We believe that adopting SAB No.
101 will not have a material impact on our financial position or results of
operations.
In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities ("SFAS 140"). SFAS 140 revises the standards for accounting for
Securitizations and other transfers of financial assets and collateral and is
effective for fiscal years ending December 15, 2000. We believe that adopting
SFAS 140 will not have a material impact on our financial position or results of
operations.
F-17
