SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A3
|X| Quarterly Report under Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31, 1997
-----------------
|_| Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______ to ______.
Commission File No.: 0-22848
U.S. Wireless Data, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-1178691
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(State of incorporation) (IRS Employer Identification No.)
2200 Powell Street, Suite 800
Emeryville, California 94608
----------------------------
(Address of principal executive offices, including zip code)
(510) 596-2025
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(Registrant's Telephone Number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past ninety days.
Yes _X_ No ___
As of December 31, 1997 there were outstanding 9,221,420 shares of the
Registrant's Common Stock (no par value per share).
Transitional Small Business Disclosure Format
Yes ___ No _X_
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U.S. WIRELESS DATA, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page
----
Item 1. Financial Statements (Unaudited and Restated)
Balance Sheets --
December 31, 1997, and June 30, 1997............................3
Statements of Operations --
Three Months and Six Months Ended December 31, 1997 and 1996....4
Statements of Cash Flows --
Six Months Ended December 31, 1997 and 1996.....................5
Notes to Financial Statements (Restated)........................6-10
Item 2. Management's Discussion and Analysis (Restated)................11-15
PART II OTHER INFORMATION
Item 1. Material Developments in Connection with Legal Proceedings........15
Item 2. Changes in Securities.............................................16
Item 3. Defaults Upon Senior Securities...................................17
Item 5. Other Information ................................................17
Item 6. Exhibits and Reports on Form 8-K...............................17-18
RESTATEMENT OF FINANCIAL STATEMENTS AND CHANGES TO CERTAIN INFORMATION
This amended filing contains restated financial information and related
disclosures for the three and six months ended December 31, 1997 (See Note 1 to
Financial Statements). Quarterly financial statement information and related
disclosures included in this amended filing reflect, where appropriate, changes
as a result of the restatement. This information is consistent with the contents
of the Company's Annual Report on Form 10-KSB for fiscal year ended June 30,
1998 which was filed with the SEC on December 17, 1998 (See "Note 15. Unaudited
Restated Quarterly Financial Information," in the 10-KSB).
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<CAPTION>
U.S. WIRELESS DATA, INC.
BALANCE SHEET
(Unaudited and Restated)
December 31, 1997 June 30, 1997
(Restated - see Note 1) -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash .......................................................... $ 1,523,000 $ 6,000
Accounts receivable, net of allowance for ..................... 134,000 131,000
doubtful accounts of $16,000 in December 1997; $16,000 in
June 1997
Inventory, net ................................................ 635,000 209,000
Other current assets .......................................... 786,000 103,000
------------ ------------
Total current assets ................................. 3,078,000 449,000
Property and equipment, net ........................................... 142,000 41,000
Other assets .......................................................... 434,000 11,000
Total assets .......................................................... $ 3,654,000 $ 501,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable .............................................. $ 761,000 $ 354,000
Accrued liabilities ........................................... 2,091,000 126,000
Borrowings, curent portion .................................... 809,000 738,000
------------ ------------
Total current liabilities ............................. 3,661,000 1,218,000
------------ ------------
Borrowings, long-term portion ......................................... 2,708,000 45,000
------------ ------------
Total Liabilities ..................................................... 6,369,000 1,263,000
------------ ------------
Redeemable common stock and warrants .................................. 560,000 --
------------ ------------
Stockholders' Deficit:
Common stock, no par value, 12,000,000 ........................ 9,221,000 5,614,000
shares authorized; 9,221,420 and 5,613,952 shares
issued and outstanding at 12/31 and 6/30, respectively
Additional paid-in capital .................................... 8,900,000 10,613,000
Accumulated deficit ........................................... (21,396,000) (16,961,000)
Notes Receivable from Shareholder ............................. -- (28,000)
------------ ------------
Total stockholders' deficit ........................... (3,275,000) (762,000)
------------ ------------
Total liabilities and stockholders' deficit ........................... $ 3,654,000 $ 501,000
============ ============
</TABLE>
Accompanying Notes are an integral part of the Financial Statements
3
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<TABLE>
<CAPTION>
U.S. WIRELESS DATA, INC.
STATEMENTS OF OPERATIONS
(Unaudited and Restated)
Three Months Ended Six Months Ended
12/31/97 12/31/96 12/31/97 12/31/96
(Restated - see Note 1) (Restated - see Note 1)
----------------------- ----------------------
<S> <C> <C> <C> <C>
Revenue .................................... $ 116,000 $ 416,000 $ 386,000 $ 803,000
Cost of revenue ............................ 61,000 222,000 237,000 487,000
----------- ----------- ----------- -----------
Gross profit ............................... 55,000 194,000 149,000 316,000
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative .... 2,853,000 170,000 4,141,000 340,000
Research and development ............... 78,000 95,000 173,000 214,000
----------- ----------- ----------- -----------
Total operating expense ................ 2,931,000 265,000 4,314,000 554,000
----------- ----------- ----------- -----------
Loss from operations ....................... (2,876,000) (71,000) (4,165,000) (238,000)
Interest income
-- 0 -- 0
Interest expense ........................... (244,000) 0 (268,000) 0
Other income (1,000) 2,000 (1,000) 8,000
----------- ----------- ----------- -----------
Net loss ................................... $(3,121,000) $ (69,000) $(4,434,000) $ (230,000)
=========== =========== =========== ===========
Basic and diluted net loss per share: ..... $ (.34) $ (.01) $ (.52) $ (.05)
=========== =========== =========== ===========
Weighted average common shares outstanding - 9,209,000 4,738,000 8,490,000 4,732,000
basic and diluted .......................... =========== =========== =========== ===========
</TABLE>
Accompanying Notes are an integral part of the Financial Statements
4
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<TABLE>
<CAPTION>
U.S. WIRELESS DATA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited and Restated)
Six Months Ended
December 31,1997 December 31, 1996
(Restated - see Note 1) -----------------
-----------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ......................................... $(4,434,000) $ (230,000)
Depreciation and amortization .................... 11,000 39,000
Non-cash consulting services ..................... 1,454,000 --
Non-cash compensation - stock option ............. 1,188,000 --
Non-cash interest expense - debt ................. 225,000 --
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable .................... (3,000) 119,000
Inventory .............................. (426,000) 47,000
Other current assets ................... (48,000) 33,000
Increase (decrease) in:
Accounts payable ....................... 396,000 90,000
Accrued liabilities .................... 24,000 (114,000)
----------- -----------
Net cash used in operating activities .. (1,613,000) (16,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property, plant, and equipment ....... (112,000) --
Increase in other assets ......................... (85,000) 1,000
----------- -----------
Net cash used in investing activities .. (197,000) 1,000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock .................. 556,000 43,000
Note receivable .................................. 28,000 (28,000)
Repayments of notes payable ...................... -- (21,000)
Proceeds from issuance of debt ................... 2,743,000 --
----------- -----------
Net cash provided by financing activities 3,327,000 (6,000)
----------- -----------
INCREASE (DECREASE) IN CASH ........................... 1,517,000 (22,000)
CASH, Beginning of period ............................. 6,000 40,000
----------- -----------
CASH, End of period ................................... $ 1,523,000 $ 18,000
=========== ===========
</TABLE>
Accompanying Notes are an integral part of the Financial Statements
5
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U.S. WIRELESS DATA, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited and Restated)
Note 1 -- RESTATEMENT
The accompanying restated balance sheet as of December 31, 1997 and the
accompanying restated statement of operations for the three months and
six-months ended December 31, 1997 have been restated to reflect the
proper treatment of the Liviakis Financial Communications, Inc. financing
and consulting transactions as stated in Note 6 and the granting of a
variable option as stated in Note 7. The effect of these restatements is
to increase selling, general and administrative expense and increase
reported loss by $ 1,364,000 and $1,871,000 for the three months and six
months ended December 31, 1997 ($0.15 and $0.22 for fully diluted earnings
per share) respectively, reduce total assets by $35,000, increase total
liabilities by $1,943,000, increase redeemable common stock and warrants
by $560,000 and increase stockholders' deficit by $2,537,000. These
restatements do not affect previously reported net cash flows.
Note 2 -- ACCOUNTING PRINCIPLES
The balance sheet as of December 31, 1997, as well as the statements of
operations for the three and six months ended December 31, 1997 and
December 31, 1996, and statement of cash flows for the six months ended
December 31, 1997 and December 31, 1996 have been prepared by the Company
without an audit. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments necessary to present
fairly the financial position, results of operations, and cash flows at
December 31, 1997 and for all periods presented, have been made.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that
these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-KSB for
fiscal year end June 30, 1997. The results of operations for interim
periods presented are not necessarily indicative of the operating results
for the full year.
Note 3 -- FINANCIAL CONDITION AND LIQUIDITY (Restated)
The Company has incurred an accumulated deficit of approximately $21.4
million since inception, including a loss of $1.3 million in the first
quarter and $3.1 million in the second quarter of fiscal year 1998. In
order to attempt to continue as a going concern, the Company has
transitioned to a recurring revenue focus, is working on programs to
increase revenue levels and product margins, and is negotiating new
distribution agreements. In December 1997, the Company closed a private
placement offering of $3,060,000 of Convertible Subordinated Debentures.
After associated fees and repayment of bridge loans incurred during the
quarter, the Company retained approximately $2,200,000 to apply to
immediate working capital needs and the national launch of its proprietary
wireless transaction processing solution. The current sales volume is
inadequate to fund the infrastructure growth and business transition. As a
result, the Company anticipates the continued roll out of the GTE Wireless
joint marketing and operating agreement and potential distribution
programs with other cellular carriers will require additional debt or
equity financing in the immediate future.
The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets and
liabilities that might be necessary should the Company be unable to
continue as a going concern.
6
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Note 4 -- NET LOSS PER SHARE
Effective during the quarter ended December 31, 1997, earnings (loss) per
common share (EPS) is computed using Statement of Financial Accounting
Standard (SFAS) No. 128, "Earnings per Share". SFAS No. 128, establishes
standards for the computation, presentation, and disclosure of earnings per
share. Basic and diluted net loss per common share are computed by dividing
the net loss by the weighted average number of common shares outstanding at
the end of the period. Diluted EPS excludes exercisable stock options and
warrants from the calculation since their effect would be anti-dilutive.
All prior periods have been restated to conform with SFAS No.128.
Note 5 -- FINANCING
As the Company entered the first quarter of fiscal 1998, it faced the need
for increased liquidity to meet its obligations and fund a significant
rollout of the CDPD TRANZ Enabler product. In August 1997, through an
introduction by the entrenet Group, LLC. ("entrenet"), the Company sold 3.5
million unregistered shares of common stock and 1.6 million warrants to
purchase common stock at an exercise price of $0.01 per share to two
officers of Liviakis Financial Communications, Inc. ("LFC") for $500,000 in
cash. The warrants are exercisable from January 15, 1998 through August 4,
2002. The securities sold to the two officers of LFC carry future
registration rights, including a one-time demand registration, with fees to
be paid by the Company (see also Note 6, below).
In accordance with its agreement with entrenet, the Company has granted
entrenet the right to receive 280,000 unregistered shares of the Company's
Common Stock as an 8% finder's fee for the direct source financing. The
stock is to be issued to entrenet following shareholder approval for an
increase in authorized Common Stock, which occurred on February 6, 1998.
The agreement provides entrenet with "piggyback registration rights".
On December 10, 1997 the Company closed a private placement offering of
$3,060,000 principal amount of 8% Adjustable Rate Convertible Subordinated
Debentures. After associated fees and repayment of bridge loans incurred
during the quarter, the Company retained approximately $2,200,000 to apply
to immediate working capital needs and the national launch of its
proprietary wireless transaction processing solution. The convertible
features of the debenture include an "in-the-money" convertible option that
allows the holder to obtain shares of common stock at a discount of fair
market value. The value of the in-the-money provision has been allocated to
stockholder equity. The difference between the realized value and face
value of the debt will be recognized as non-cash interest expense between
the date of issue and date of conversion into preferred stock, which was
effected as of February 9, 1998. See "Note 10 - Subsequent Events". In
December, this non-cash interest charge was approximately $225,000. As the
result of the approval by shareholders on February 6, 1998, the Company
authorized 4,000,000 shares of Series "A" Preferred stock. The debenture
automatically converts into no par value Series A Cumulative Convertible
Redeemable Preferred Stock (the "Preferred Stock"), with a stated value of
$1.00 per share. The preferred stock gives the holder the right to convert
principal into shares of Common Stock in the future at 80% of market price,
but not lower than $4 per share for the first 270 days and no higher than
$6 per share. The security carries an 8% coupon, which drops to a 4% coupon
once the underlying shares of common stock are registered with the
Securities and Exchange Commission. The Company is required to register the
shares of the common stock underlying the securities sold in the offering,
plus the shares of common stock issuable as interest on the Debentures and
dividends on the Series A Preferred Stock. A more detailed explanation of
the private placement offering is provided by Form 8-K Reporting an Event
of November 14, 1997, filed on December 17, 1997.
Note 6 -- -RELATED PARTIES (Restated)
Transactions with Liviakis Financial Communications, Inc. ("LFC") and
Affiliates of LFC
In July of 1997, the Company entered into a Consulting Agreement with
Liviakis Financial Communications, Inc. ("LFC") pursuant to which LFC
provides the Company with financial and business consulting and public and
investor relations services. The Company was obligated to pay LFC
consulting fees of $10,000 in cash
7
<PAGE>
and 300,000 shares of its Common Stock over the one-year term of the
Consulting Agreement. Pursuant to the Consulting Agreement, the Company
must also pay LFC cash equal to 2.5% of the gross proceeds received in any
direct financing located for the Company by LFC. In connection with the
closing of the sale of $3,060,000 of 8% Convertible Debentures, the Company
paid LFC $76,500 in December 1997.
The Company also sold a total of 3,500,000 shares of Common Stock and
warrants to purchase up to an additional 1,600,000 shares of Common Stock
exercisable at $.01 per share to two LFC affiliates in August 1997 for
$500,000 in cash. Pursuant to this transaction, LFC and these affiliates
became significant shareholders of the Company. The Common Stock issued
(and issuable pursuant to the Consulting Agreement and upon exercise of the
warrants) to LFC and its affiliates carries certain registration rights.
The warrants provide that if for any reason the Company does not issue
shares upon exercise, the Company is required to repurchase the warrants
for the difference between the $.01 exercise price and the then-current
market price of the Common Stock. Pursuant to the agreements, the LFC
affiliates were granted the right to appoint certain officers and directors
of the Company.
Since the LFC related financing transaction and the LFC Consulting
Agreement were entered into by the Company at approximately the same time,
the Company has treated these transactions as one transaction for
accounting purposes. Based on the fair market value of the Common Stock as
determined by an independent valuation, the initial 3,500,000 shares of
Common Stock and warrants for 1,600,000 shares of Common Stock issued in
the transactions, net of cash proceeds received, were valued at
approximately $1,285,000 and recorded as prepaid consulting services. The
consulting services are amortized on a straight-line basis over the term of
the Consulting Agreement commencing with the July 25, 1997 effective date
of the agreement. The warrants are classified as redeemable securities as a
result of the repurchase provisions described above. The 300,000 shares
which are issuable over the term of the contract are being valued as such
shares vest, and resulted in an additional $ 176,000 and $683,000 in
consulting expenses during the three-month and six-month periods ended
December 31, 1997.
Between October 14 and November 30, 1997, the Company received several
bridge loans from LFC in the total amount of $475,000. The Company was
obligated to pay LFC interest on the amount borrowed at the rate of 9% per
annum. The Company paid LFC the amount due on these loans, with interest at
the stated rate, from the proceeds of the sale of the 8% Convertible
Debentures sold on December 10, 1997.
Transactions with entrenet Group, LLC
In June 1997, the Company entered into a consulting agreement with entrenet
Group, LLC ("entrenet"), for purposes of assisting the Company in strategic
planning, the creation of a detailed business and marketing plan and in
locating financing sources. For its services, the Company issued a $150,000
convertible promissory note to entrenet, with interest payable at 10% per
annum, due in full on or before June 2, 1998. In addition, the Company was
obligated to pay entrenet a finder's fee of 8% for any direct financing it
located for the Company, payable in Company securities identical to those
issued in the subject financing. entrenet located the $500,000 LFC
financing. The Company and entrenet were in discussions over the
interpretation of the provisions specifying the consideration payable to
entrenet as its finder's fee for locating LFC. The matter was resolved in
November 1997, whereby the Company agreed to issue entrenet a total of
300,000 shares of its Common Stock for the promissory note and 280,000
shares of Common Stock as payment of the finder's fee. Those shares were
issued in April 1998 and included in the Registration Statement, which
became effective August 7, 1998.
Note 7 - VARIABLE OPTION
In August 1997, the Company granted an option to purchase 600,000 shares of
common stock to its Chief Executive Officer, and in November 1997, agreed
to pay to the officer any additional income taxes which the officer may
incur as a result of the option being a non-qualified stock option as
compared to an incentive stock option. Due to this agreement, the stock
options, which the Company had previously accounted for based on the fair
value as of the grant date, are being accounted for as variable options
resulting in an additional $1,188,000 of non-cash compensation expense in
the second quarter of fiscal 1998. The Company's previously reported
balance sheet and statement of operations are being restated to reflect
this additional expense.
8
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Note 8 -- LITIGATION
In September 1996, the Company agreed to terms to settle securities fraud
litigation, pending since 1994, which was brought in relation to the
Company's initial public offering of December 1993. The parties' agreement
(the "Settlement Agreement") was filed in the United States District Court
for the District of Colorado on January 15, 1997 in consolidated Case N0.
94-Z-2258, Appel, et al. v. Caldwell, et al. By its order approving the
settlement, the court certified a plaintiff's settlement class and provided
the mechanism for payment of claims. The Company contributed directly or by
indemnification a total of $10,000 to the total settlement fund of
$2,150,000. The remaining portion of the settlement was contributed by
certain underwriters of the Company's initial public offering and
securities counsel. No objections to the Settlement Agreement were made. No
potential class member opted out of the settlement and all are bound by the
release granted the Company. All claims against the Company in those
consolidated cases were dismissed by final federal court order on September
4, 1997. No appeal was filed. Similar state court claims were dismissed by
Colorado district court order dated October 9, 1997.
To resolve cross-claims asserted by underwriters in the litigation, U.S.
Wireless Data, Inc. agreed to transfer to RAS Securities Corporation, H.J.
Meyers & Co., Inc., Sands & Co. Ltd. and R.J. Steichen & Co. a total of
600,000 U.S. Wireless Data, Inc. common shares upon the effective date of
the Settlement Agreement, which was April 25, 1997. The Company has agreed
to register such shares upon demand not sooner than April 26, 1998.
Further, on September 17, 1997 the Company agreed to entry of a consent
judgment against it and in favor of Don Walford, the sole shareholder of
underwriter Walford Securities, Inc., in the amount of $60,000, payable
over a three-year period. The total charge recognized during fiscal 1997
consists of the following: $93,600 for the value of the common shares
issued based upon the fair market value of the Company's common stock on
the date the commitment of such shares was made; $10,000 for actual cash to
be paid by the Company pursuant to the settlement with stockholders; and
$60,000 for the note payable executed with Don Walford as discussed above.
In July 1997, the Company executed a two-year agreement for consulting
services to be provided by Mr. Gary Woolley. In addition to monthly cash
compensation, Mr. Woolley received a $50,000 two-year convertible note with
10% interest per annum. The principal balance of the note was convertible
into Common Stock at $.40 per share. A dispute arose between Mr. Woolley
and the Company and the consulting agreement was terminated by the Company
at the end of August 1997. Mr. Woolley and the Company executed a
settlement agreement in January 1998, and the Company has accrued the
related consulting charges of $45,833 to operating expense in the second
quarter. The restructured note will convert into 75,000 restricted shares
of Common Stock at Mr. Woolley's election on or before April 1, 1998. Mr.
Woolley advised the Company of his election to convert the note to Common
Stock in January, 1998.
The Company has been engaged in negotiations with purchasers of $135,000
(out of a total of $185,000) of convertible demand notes, which the Company
issued from April through June 1997. The notes became convertible to Common
Stock at $.35 per share (as to $85,000 of the notes) and $.50 per share (as
to $100,000 of the notes) on November 1, 1997. The essence of the claims of
the complaining noteholders is that the Company, through its agents,
"promised" that the Common Stock issuable upon conversion of the notes was
to be "freely tradeable." The documentation evidencing the notes did not
bear any language indicating the nature of the shares issuable upon
conversion. The Company denies that "freely tradeable" stock was promised
to the noteholders by any person authorized by the Company to make such
promises. The noteholders allege damages which they base upon a market
price for the Common Stock in the $8.00 range as of the November 1 time
period. The noteholders have threatened suit against the Company if they do
not receive a substantial increase in the number of shares to be issued by
the Company upon conversion of the notes, along with other concessions from
the Company. No assurance can be given that the matter can be resolved
without litigation. The cost of litigation and any potential judgment could
have a material adverse financial impact to the Company.
9
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Note 9 -- RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income". SFAS No. 130, which is effective for all periods beginning after
December 15, 1997, establishes standards for reporting and displaying
comprehensive income and its components with the same prominence as other
financial statements. All prior periods must be restated to conform to
the provisions of SFAS No. 130. The Company will adopt SFAS No. 130
during the first quarter of fiscal 1999, but does not expect the new
accounting standard to have a material impact on the Company's reported
financial results.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131, which is
effective for fiscal years beginning after December 15, 1997, establishes
new disclosure requirements for operating segments, including products,
services, geographic areas, and major customers. The Company will adopt
SFAS No. 131 for the 1999 fiscal year. The Company does not expect the
new accounting standard to have a material impact on the Company's
reported financial results.
Note 10 -- SUBSEQUENT EVENTS
On February 6, 1998, the Company held its annual shareholder meeting. All
proposals submitted to shareholders, as described in the Proxy Statement
for the meeting, were passed. Article 4 of the Company's Articles of
Incorporation was amended to increase the number of shares of authorized
common stock from 12,000,000 to 40,000,000. Also, 15,000,000 shares of no
par value preferred stock were authorized with 4,000,000 designated as
Series A Preferred Stock, as described in the Proxy Statement.
Shareholders also approved amendments to the Company's 1992 stock option
plan to increase the number of underlying shares for which options may be
granted under the plan from 880,000 to 2,680,000 shares, as described in
the Proxy Statement.
10
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Restated)
FORWARD-LOOKING STATEMENTS
- --------------------------
The Company may, in discussions of its future plans, objectives and
expected performance in periodic reports filed by the Company with the
Securities and Exchange Commission (or documents incorporated by reference
therein) and in written and oral presentations made by the Company, include
projections or other forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 or Section 21E of the Securities
Exchange Act of 1934, as amended. Such projections and forward-looking
statements are based on assumptions which the Company believes are
reasonable, but are by their nature inherently uncertain. In all cases,
results could differ materially from those projected. Some of the important
factors that could cause actual results to differ from any such projections
or other forward-looking statements are detailed below, and in other
reports filed by the Company under the Securities Exchange Act of 1934,
including the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1997.
Amounts in this discussion and analysis have been restated as disclosed in
Notes 1, 3, 6 and 7 of the Note to the Financial Statements.
History of Losses and Potential Fluctuations in Operating Results: Through
the end of second quarter of fiscal year ending June 30, 1998, the Company
had experienced significant operating losses. In addition, because the
Company generally ships its products on the basis of credit card processing
applications or purchase orders, increments to recurring revenue and other
component sales in any quarter are highly dependent on orders shipped in
that quarter and, accordingly, may fluctuate materially from quarter to
quarter. The Company's operating expense levels are based on the Company's
internal forecasts for future demand and not on firm customer orders.
Failure by the Company to achieve these internal forecasts could result in
expense levels that are inconsistent with actual revenues. The Company's
results may also be affected by fluctuating demand for the Company's
products and by increases in the costs of components acquired from the
Company's vendors.
Distribution Program: The roll-out of the GTE distribution program is
expected to have a material impact on the Company's future revenue stream.
While the Company anticipates it will execute distribution agreements with
other significant partners, the loss of, or substantial diminution of
purchases from the Company through any of these distributors could have a
material adverse effect on the Company.
The Company's Dependence on a Single Type of Product and Technological
Change: All of the Company's revenues are derived from sales of its credit
card transaction or CDPD enabling products. Demand for these products could
be affected by numerous factors outside the Company's control, including,
among others, market acceptance by prospective customers, or the
introduction of new or superior competing technologies. The Company's
success will depend in part on its ability to respond quickly to
technological changes through the development and improvement of its
products.
Competition by Existing Competitors and Potential New Entrants Into the
Market: The Company has identified several potential competitors attempting
to develop CDPD based terminals and solutions. In addition, companies with
substantially greater financial, technical, marketing, manufacturing and
human resources, as well as name recognition, than the Company may also
enter the market.
Requirement for Additional Capital: At present, the development of the
Company's infrastructure and expansion of the sales and marketing
organization requires additional financing. Proceeds from the recently
completed private placement offering have provided the Company with the
ability to launch the GTE joint marketing and distribution program,
however, execution of the Company's business plan is dependent on a more
significant debt or equity financing event. The Company continues to work
both directly and through its consultants to secure additional debt or
equity financing which is required to fund operations while a significant
recurring revenue stream is built. While management is confident it can
accomplish this objective, there is no guarantee that this additional
funding will occur in the required time frame. The failure of the Company
to obtain additional financing could have a material adverse impact on the
Company, including its ability to continue as a going concern.
11
<PAGE>
CDPD Resale Agreements Containing Minimum Purchase Obligations: The Company
has to date entered into three CDPD service resale agreements, two of which
contain minimum obligations which can be characterized as "take or pay"
provisions. The agreements with GTE Mobilnet and AT&T Wireless Data, Inc.
contain such provisions. The Company is obligated to pay for the minimum
amount of service stated in the agreements even if it fails to place enough
service with merchants to meet the minimums. The failure of the Company to
meet these service minimums could have an adverse financial impact upon the
Company.
Status of Federal Corporate Tax Filings: The Company has not completed
federal income tax filings for fiscal years 1996 and 1997. While it is
unlikely that the Company will owe any taxes due to the sustained losses
during the periods, the Company may be subject to penalties for the
delinquency. The Company intends to take the steps required to complete the
tax filings as soon as practicable.
RESULTS OF OPERATIONS
- ---------------------
U.S. Wireless Data, Inc., a Colorado corporation, (the "Company" or
"USWD"), was organized on July 30, 1991 for the purpose of designing,
manufacturing and marketing a line of wireless and portable credit card and
check authorization terminals. Over the past two and a half years, USWD has
focused its product development effort on incorporating Cellular Digital
Packet Data (CDPD) technology into its product line. Because of the high
speed nature of CDPD technology, and the ability to bypass the public
switched telephone network, the Company's new line of CDPD-based terminals
have significant performance and communication cost advantages when
compared with the traditional dial-up terminals currently being sold in the
U.S. market today. In mid fiscal year 1997, the Company made a fundamental
decision to change the manner in which it generates revenue. If
successfully implemented, this will transform the Company from being a "box
maker" in which it earned one time wholesale margins from the sale of its
products to earning recurring revenue by providing wireless credit card and
debit card processing services to retail merchants.
A key element of USWD's strategic direction is to establish close alliances
with large communications carriers through joint distribution programs. In
August 1997, USWD and GTE Mobilnet announced a joint marketing and
operating agreement to distribute USWD's proprietary TRANZ Enabler credit
card processing system using GTE's CDPD network. The agreement contains
certain operational and financial performance criteria which must be met by
the Company. During the second fiscal quarter, USWD made significant
investments to execute a nationwide deployment, which will extend TRANZ
Enabler sales to merchants through GTE's national sales force. The Company
has added significant sales and support personnel and infrastructure to
provide local support for the GTE sales representatives. The initial
placements of the TRANZ Enabler units have not developed as rapidly as
anticipated, however, recent actions by GTE are expected to favorably
impact the program (see Net Sales). By leveraging the sales organizations
of the major CDPD providers, the Company has the potential to quickly reach
a large number of merchants. The Company has CDPD air time agreements in
place with AT&T and Bell Atlantic and has selectively added sales personnel
in these markets to begin deployment of TRANZ Enabler units.
In July 1997, the Company retained Liviakis Financial Communications, Inc.
(LFC) to advise and assist the Company in matters concerning investor
relations, corporate finance and strategic management planning.
Remuneration to LFC under the for the Consulting Agreement, which has a
term of one year, includes $10,000 in cash over a one year period and
300,000 shares of unregistered stock with 150,000 shares of the stock
issuable at November 15, 1997 and 150,000 additional shares issuable over a
10-month period thereafter. The Company completed a private placement of
restricted securities pursuant to Regulation D of the Securities Act of
1933 with two officers of Liviakis. The Company raised $500,000 in cash for
3.5 million shares of common stock and 1.6 million warrants to purchase
common stock for $.01 per share, exercisable from January 15, 1998 through
August 4, 2002. The securities carry future registration rights, including
a one-time demand registration, with fees to be paid by the Company. See
"Note 6 - RELATED PARTIES" in Notes to Financial Statements for a
description of the accounting treatment for these transactions.
In October 1997, the Company signed an exclusive agreement with GoldCan
Recycling, Inc. for wireless monitoring of its state-of-the-art automated
aluminum can redemption centers. This is the first application of USWD's
TRANZ Enabler technology outside the credit card/point-of-sale industry.
USWD will receive monthly equipment and wireless service fees on every
TRANZ Enabler placed by GoldCan. GoldCan anticipates placing in excess of
3,000 units over the next three years.
12
<PAGE>
Between October and December 1997, the Company received bridge loans from
Liviakis Financial Communications, Inc. for $475,000 pending completion of
the private placement offering. Following the funding in mid-December, the
notes were immediately repaid by the Company along with interest of nine
percent per annum.
On December 10, 1997 the Company closed a private placement offering of
$3,060,000 principal amount of 8% Adjustable Rate Convertible Subordinated
Debentures. After associated fees and repayment of bridge loans incurred
during the quarter, the Company retained approximately $2,200,000 to apply
to immediate working capital needs and the national launch of its
proprietary wireless transaction processing solution. See Note 6 -
Financing in Notes to Financial Statements.
During the second quarter, the Company granted an option to purchase
600,000 shares of common stock to its Chief Executive Officer and
subsequently agreed to pay to the officer any additional income taxes which
the officer may incur as a result of the option being a non-qualified stock
option as compared to an incentive stock option. Due to this agreement, the
Company incurred an additional $1,188,000 of non-cash compensation expense
in the second quarter 1998. See "Note 7. Variable Option" in Notes to
Financial Statements for a description of the accounting treatment for
these transactions.
During the second quarter, the Company completed the relocation of its
customer support, administrative and accounting functions to the
Emeryville, California headquarters. The lease on the Wheat Ridge, Colorado
office has terminated. Engineering functions will remain at the Company's
Palmer Lake, Colorado facility.
The Company has not completed a comprehensive review of the impact of the
Year 2000 issue on the Company's business. This issue concerns the
potential problems and liabilities faced by all users and persons dependent
on computers that might result from software or system failure or
malfunctions if the systems fail to properly recognize the date change
between 1999 and 2000. The engineering staff has made a preliminary
assessment of USWD products and is not aware of any material complications.
Over the next two quarters, the Company will confirm the impact, if any, on
products it distributes and complete an assessment of external factors
including key vendors and licensed software for internal business
applications.
Net Sales
Net sales of $116,000 for the second quarter of fiscal 1998 decreased 72%
from net sales of $416,000 generated during the second fiscal quarter of
1997. For the six month period, net sales decreased 52% from $803,000 to
$386,000. Unit sales decreased due to the shift from a per-unit sales
approach to a recurring revenue model. During the quarter, efforts were
focused on establishing a new sales management team and aggressively hiring
and training sales personnel to support the nationwide GTE joint marketing
and distribution agreement. Training of the corresponding GTE sales
representatives by USWD sales personnel was completed on a very aggressive
schedule early in the quarter. Product placements of the TRANZ Enabler to
merchants through the new distribution program have not developed as
rapidly as anticipated, consequently revenue has been minimal at the same
time that high expenses have been incurred. The Company expects that the
transition from a "voice" to "data" sales orientation for the GTE sales
personnel will be aided by several new operational initiatives implemented
in February 1998 by GTE Mobilnet, and that this will have a positive impact
on product placement and revenue to the Company.
Sales revenue was also impacted by a shortage of POS-50 units. The Company
deferred a new inventory build pending completion of the private placement
financing. The Company has an order backlog for these units and has
initiated a new production run for 250 units. The POS-50 units and the sale
of POS peripherals accompanying TRANZ Enabler deployments accounted for
most of the sales recorded in the second quarter ended December 31, 1997.
13
<PAGE>
Gross Margin
Gross margins in the second fiscal quarter of 1998 were $55,000 compared to
$194,000 for the same period in fiscal 1997. As a percent of revenue, gross
margin in the second quarter was at the same level as the prior year
despite a higher mix of point of sale terminal and printer component sales
which often accompany TRANZ Enabler deployments. For the six month period,
gross margin decreased from $316,000 in the prior year to $149,000 in the
current year, as a result of decreased POS-50 sales.
Operating Expenses
Selling, general and administrative expense increased from $170,000 in the
second fiscal quarter of 1997 to $2,853,000 in the second fiscal quarter of
1998. For the six month period, selling, general and administrative expense
increased from $340,000 in the prior year to $4,141,000 in the current
year. A significant portion of the increase in both the three and six month
periods resulted from the aggressive addition of sales and support
personnel and infrastructure to provide local support for the GTE
nationwide deployment. Headcount increased from approximately 18 at the end
of the first quarter to approximately 50 employees as of December 31, 1997.
Expenditures include increased compensation expense for new sales and sales
management personnel, selective additions to the management team and
increased travel and communication expense related to the new marketing
program. Non-cash compensation expense related to the granting of a
variable option in the second quarter was approximately $1,188,000 (See
Note 7 to the financial statements). Non-cash consulting fees related to
business development of approximately $599,000 and $1,454,000 are reflected
in the second quarter and six month results, respectively, and include the
termination of the entrenet and Woolley consulting agreements entered into
during fiscal year 1997, and amortization of the Liviakis Financial
Communications consulting services (see Note 6 to the financial
statements). The Company continues to hire sales and support personnel to
support the new marketing programs. At least in the near term, operating
expense will continue to increase ahead of revenue.
Research and development expenses decreased from $95,000 in the second
fiscal quarter of 1997 to $78,000 in the first fiscal quarter of 1998. This
decrease was due to one vacancy in the department, which has been
subsequently filled.
Interest Expense
Interest expense includes a $225,000 non-cash charge to interest expense in
the second quarter related to the private placement. The convertible
features of the debenture include an "in-the-money" convertible option that
allows the holder to obtain shares of common stock at a discount off of
fair market value. The value of the in-the-money provision has been
allocated to stockholder equity. The difference between the realized value
and face value of the debt will be recognized as non-cash interest expense
between the date of issue and date of conversion into preferred stock.
FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY
- ----------------------------------------------------
The Company continues to have significant concerns regarding its financial
condition and liquidity. While the Company is optimistic with its medium
and long term opportunities, it is constrained by its immediate financial
condition and requirement for increased liquidity. The Company has
accumulated a deficit of approximately $21.4 million since inception. The
Company's CDPD based products, the GTE joint marketing and distribution
agreement, pending distribution agreements and transition to a recurring
revenue focus present an opportunity for significant revenue growth, an
eventual return to profitability, and the generation of a positive cash
flow from operations. At present, however, development of the Company's
infrastructure and expansion of the sales and marketing organization
requires additional financing. Proceeds from the recently completed private
placement offering have provided the Company with the ability to launch the
GTE joint marketing and distribution program, however, execution of the
Company's business plan is dependent on a more significant debt or equity
financing event. The Company continues to work both directly and through
its consultants to secure additional debt or equity financing which is
required to fund operations while a significant recurring revenue stream is
built. While management is confident it can accomplish this objective,
there is no guarantee that this additional funding will be accomplished or
that it will occur in the required time frame. In
14
<PAGE>
addition, the Company has agreed that it will not sell any new equity
securities without the consent of the purchasers of the debentures for the
150-day period following the December 10, 1997 closing of that offering.
The inability of the Company to secure additional financing could adversely
impact the Company's financial position, including its ability to continue
as a going concern.
The Company has been in discussion with GTE Leasing Corporation regarding a
program to fund the manufacture of TRANZ Enabler units which are deployed
through the joint USWD and GTE Mobilnet marketing agreement. The agreement
will provide GTE with a security interest in the units while the repayment
of the financing will be made from the recurring revenue generated by the
units. The Company expects this arrangement to be completed during this
quarter; however, no assurance can be given this will occur. Financing the
TRANZ Enabler units is a required element of the Company's business model
and the Company will seek similar financing arrangements for units
distributed through other marketing channels. The inability to fund
inventory needs from outside sources could have a material adverse impact
on the Company.
Part II
ITEM 1 -- LEGAL PROCEEDINGS
In September 1996, the Company agreed to terms to settle securities fraud
litigation, pending since 1994, which was brought in relation to the
Company's initial public offering of December 1993. The parties' agreement
(the "Settlement Agreement") was filed in the United States District Court
for the District of Colorado on January 15, 1997 in consolidated Case N0.
94-Z-2258, Appel, et al. v. Caldwell, et al. By its order approving the
settlement, the court certified plaintiffs' settlement class and provided
the mechanism for payment of claims. The Company contributed $10,000 to the
total settlement fund of $2,150,000. The remaining portion of the
settlement was contributed by certain underwriters of the Company's initial
public offering and securities counsel. No objections to the Settlement
Agreement were made. No potential class member opted out of the settlement
and all are bound by the release granted the Company. All claims against
the Company in those consolidated cases were dismissed by final federal
court order on September 4, 1997. No appeal was filed. Similar state court
claims were dismissed by Colorado district court order dated October 9,
1997.
To resolve cross-claims asserted by underwriters in the litigation, U.S.
Wireless Data, Inc. agreed to transfer to RAS Securities Corporation, H.J.
Meyers & Co, Inc., Sands & Co. Ltd. and R.J. Steichen & Co. a total of
600,000 U.S. Wireless Data, Inc. common shares upon the effective date of
the Settlement Agreement, which was April 25, 1997. The Company has agreed
to register such shares upon demand of 25% of the holders of the shares
after April 26, 1998. Further, on September 17, 1997 the Company agreed to
entry of a consent judgment against it and in favor of Don Walford, the
sole shareholder of underwriter Walford Securities, Inc., in the amount of
$60,000, payable over a three-year period.
In July 1997, the Company executed a two-year agreement for consulting
services to be provided by Mr. Gary Woolley effective as of April 1, 1997.
In addition to monthly cash compensation, Mr. Woolley received a $50,000
two-year convertible note with 10% interest per annum. The note was
convertible into Common Stock at $.40 per share. A dispute arose between
Mr. Woolley and the Company and the consulting agreement was terminated by
the Company at the end of August 1997. Mr. Woolley and the Company executed
a settlement agreement in January 1998, and the Company has accrued the
remaining related consulting charges in the second quarter. The
restructured note provides for conversion of all principal and interest
into 75,000 restricted shares of Common Stock upon the election of Mr.
Woolley which was made as of January 26, 1998.
The Company has been engaged in negotiations with purchasers of $135,000
(out of a total of $185,000) of convertible demand notes, which the Company
issued from April through June 1997. The notes became convertible to Common
Stock at $.35 per share (as to $85,000 of the notes) and $.50 per share (as
to $100,000 of the notes) on November 1, 1997. The essence of the claims of
the complaining noteholders is that the Company, through its agents,
"promised" that the Common Stock issuable upon conversion of the notes was
to be "freely tradeable." The documentation evidencing the notes did not
bear any language
15
<PAGE>
indicating the nature of the shares issuable upon conversion. The Company
denies that "freely tradeable" stock was promised to the noteholders by any
person authorized by the Company to make such a promise. The noteholders
allege an unspecified amount of damages based upon a market price for the
Common Stock in the $8.00 range as of the November 1 time period. The
noteholders have threatened suit against the Company if they do not receive
a substantial increase in the number of shares to be issued by the Company
upon conversion of the notes and other concessions from the Company. No
assurance can be given that the matter can be resolved without litigation.
The cost of litigation and any potential judgment could have a material
adverse financial impact on the Company.
ITEM 2 - CHANGES IN SECURITIES
On December 10, 1997, the Company issued a total of $3,060,000 of 8%
Convertible Subordinated Debentures. The terms of the Debentures provided
that they would convert into one share of Series A Cumulative Convertible
Redeemable Preferred Stock for each dollar of Debentures at such time as
the Company's shareholders approved an amendment to the Company's
Articles of Incorporation authorizing preferred stock. This occurred at
the Company's Annual Meeting of Shareholders, which was held on February
6, 1998. See Note 10 to the Footnotes to the Financial Statements -
"Subsequent Events". The terms of the Series A Preferred Stock, which was
legally established on February 9, 1998, contain certain rights and
preferences that are superior to those of the Company's Common Stock. The
Debentures and the Series A Preferred Stock to be issued on conversion of
the Debentures were, or will be, issued as unregistered securities in
reliance on the registration exemptions contained in Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder. A detailed description of the offering of the
Debentures, including the terms thereof and of the Series A Preferred
Stock to be issued upon conversion of the debentures is contained in the
Company's Form 8-K Reporting an Event of November 14, 1997, filed with
the SEC on December 17, 1997, and in the Company's Definitive Proxy
Statement for its Annual Meeting of Shareholders held February 6, 1998.
November 15, 1997 - December 31,1997: 180,000 shares of Common Stock
under a consulting agreement with Liviakis Financial Communications, Inc.
("LFC"); 165,000 shares were issuable as of November 15, 1997 and 15,000
shares were issuable as of December 15, 1997. 75% of the shares were
issuable to LFC and 25% of the shares were issuable to Robert B. Prag, an
executive officer of LFC. The Company relied upon the registration
exemption contained in Section 4(2) of the Securities Act of 1933 for
these transactions. None of the transactions involved a public offering.
Representations were received from the purchasers of the securities to
the effect that the purchasers were taking for investment purposes only
and not with a view to distribution; "restricted securities" legends were
or will be imprinted on all stock certificates; and stop-transfer
instructions were lodged with the Company's transfer agent as to all
shares of common stock issued in the transactions.
ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES
The Company is indebted to Omron Systems, Inc. under a Secured
Installment Note dated March 27, 1995, for the principal amount of
$387,866 and interest thereon. The terms of such note required the
Company to make payments of principal and interest each month from April
1995 through December 1995, at which time the note became due in full.
The Company made one principal payment, and monthly interest payments
through October 1996, in accordance with the terms of the note, but has
made no other payments under this note and for that reason is in default.
The Company continues to discuss options with Omron regarding the
possible restructuring or mutually agreeable settlement of this note.
16
<PAGE>
ITEM 5 -- OTHER INFORMATION
In February, The Company filed an application with NASDAQ for inclusion
of its Common Stock to be re-listed and traded on the NASDAQ Small Cap
stock market. While re-listing would give the common stock greater
visibility and prominence in the financial community, there is no
assurance that the application will be granted at this time.
The Company has initiated efforts to develop a hand-held credit card
processing unit which will utilize the Company's CDPD wireless
technology. It is anticipated that initial units could be available for
deployment by the end of the third fiscal quarter.
See Also Note 10 - Subsequent Events in Notes to Financial Statements.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits required by Item 601 of Regulation S-B
3.1 Articles of Incorporation, as amended (1)
4.1 $150,000 Convertible Subordinated Promissory Note
dated June 3, 1997, issued to entrenet Group, LLC. (2)
4.2 1992 Stock Option Plan, as amended (3)
4.3 Designation of Series A Preferred Stock
(Included in Exhibit 3.1 - Articles of
Incorporation, as amended)
10.1 Office Lease with Spieker Properties, L.P.
dated September 12, 1997 (2)
10.2 Release and Settlement Agreement with entrenet Group,
LLC effective as of November 1, 1997 (2)
27 Financial Data Schedule
(1) Incorporated by reference from the like-numbered and named
Exhibit filed with the Company's Quarterly Report on Form
10-QSB for the quarter ended December 31, 1997, filed with the
SEC on February 23, 1998.
(2) Incorporated by reference from the like-numbered and named
Exhibit filed with the Company's Quarterly Report on Form
10-QSB/A for the quarter ended December 31, 1997, filed with the
SEC on March 18, 1998.
(3) Incorporated by reference from the Company's Revised Definitive
Proxy Statement for the 1997 Annual Meeting of Shareholders,
filed with the SEC on January 14, 1998, in which the Exhibit is
included as Exhibit C.
b) Reports on Form 8-K
On December 17, 1997, the Company filed a report on Form 8-K
reporting an event of November 14, 1997. The report contained
disclosures under Item 5 - Other Events, relating to the closing
of the Company's Debenture offering on December 10, 1997, and
claims by certain holders of convertible notes.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. WIRELESS DATA, INC.
Registrant
Date: February 25, 1999 By: \s\ Roger L. Peirce
------------------ --------------------------
Chief Executive Officer
February 25, 1999 By: \s\ Robert E. Robichaud
------------------ --------------------------
Chief Financial Officer
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