U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-24742
U.S. WIRELESS CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
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<S> <C>
Delaware 13-3704059
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
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2303 Camino Ramon, Suite 200, San Ramon, California 94583
(Address of Principal Executive Offices)
(925) 327-6200
(Issuer's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
Check whether the issuer (1) filed all documents and reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock, par value $.01
per share, 21,271,005 shares outstanding as of November 10, 2000.
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U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONTENTS
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Page
Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
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Consolidated balance sheets as of September 30, 2000 (unaudited) 3
and March 31, 2000 (audited).
Consolidated statements of operations (unaudited) for the three and six months 4
ended September 30, 2000 and September 30, 1999
Consolidated statements of cash flows (unaudited) for the six months
ended September 30, 2000 and September 30, 1999 5
Notes to financial statements 6
ITEM 2. Management's Discussion And Analysis of Financial Condition
and Results of Operations. 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings. 15
ITEM 2. Changes in Securities and Use of Proceeds. 15
ITEM 3. Defaults Upon Senior Securities. 15
ITEM 4. Submission of Matters to a Vote of Security Holders. 15
ITEM 5. Other Matters. 15
ITEM 6. Exhibits and Reports on Form 8-K. 15
SIGNATURES
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2
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U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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September 30, March 31,
2000 2000
------------------ --------------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 27,995,660 $5,311,209
Costs and earnings in excess of billings 286,093 110,746
Other current assets 5,800 9,969
--------------- ---------------
Total Current Assets 28,287,553 5,431,924
EQUIPMENT, IMPROVEMENTS AND FIXTURES, net of accumulated
depreciation and amortization 986,294 248,483
INVESTMENT IN AND ADVANCES TO MANTRA 8,265 8,265
CAPITALIZED COMPUTER SOFTWARE DEVELOPMENT COSTS 101,250 72,500
OTHER ASSETS 219,899 143,035
--------------- ---------------
Total assets $ 29,603,261 $5,904,207
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,362,802 $ 507,534
Dividends payable 578,059 50,055
Accrued vacation 147,151 77,089
Capital lease obligations, current portion 13,779 11,059
--------------- ---------------
Total current liabilities 3,101,791 645,737
CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION 22,699 33,156
PROMISSORY NOTE, net of unamortized debt discount of $462,205 6,537,795 -
--------------- ---------------
Total liabilities 9,662,285 678,893
--------------- ---------------
STOCKHOLDERS' EQUITY:
Series A preferred stock, convertible, 6% cumulative, $.01 par value, 300,000
shares authorized; none and 20,000 shares issued and outstanding at September
30, 2000 and March 31, 2000 - 200
Series B preferred stock, convertible, $.01 par value, 60,000 shares authorized; none
and 38,400 shares issued and outstanding, respectively, at September 30, 2000 and
March 31, 2000 - 384
Series C preferred stock, convertible, 6.5% cumulative, $.01 par value, 150,000 shares
authorized and 112,500 issued and outstanding at September 30, 2000 (liquidation
preference of $22,500,000) 1,125 -
Common stock, $.01 par value, 40,000,000 shares authorized; 21,224,805 and
17,100,658 shares issued and outstanding at September 30, 2000 and March 31, 2000,
1,450,440 of which are subject to vesting at both dates 212,246 171,007
Additional paid-in capital 64,053,584 40,708,256
Common stock subscribed - 64,476
Accumulated deficit (44,325,979) (35,719,009)
--------------- ---------------
Total stockholders' equity 19,940,976 5,225,314
--------------- ---------------
Total liabilities and stockholders' equity $ 29,603,261 $ 5,904,207
============= ===========
See accompanying notes to consolidated condensed financial statements
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3
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U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended Six Months Ended
----------------------------- -----------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
(Restated) (Restated)
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Net revenues ............................. $ 72,220 $ -- $ 175,347 $ --
------------- ------------- ------------- -------------
Costs and expenses:
Operating expenses .................... 2,846,513 451,495 4,886,736 1,632,458
Cost of revenue ....................... 176,891 -- 300,852 --
Research and development .............. 2,518,515 741,859 3,650,606 1,483,718
------------- ------------- ------------- -------------
Total operating expenses ...... 5,541,919 1,193,354 8,838,194 3,116,176
------------- ------------- ------------- -------------
Loss from operations ..................... (5,469,699) (1,193,354) (8,662,847) (3,116,176)
Other income (expense):
Interest income ....................... 394,073 127,851 583,882 244,977
Equity in loss of joint venture ....... -- (110,526) -- (110,526)
Equity in loss of Mantra .............. -- (31,809) -- (63,618)
------------- ------------- ------------- -------------
Net loss ................................. (5,075,626) (1,207,838) (8,078,965) (3,045,343)
Deemed dividend for Series B
Preferred Stock .......................... -- (890,000) -- (1,780,000)
Series C cumulative preferred
dividends ................................ (365,625) -- (487,500) --
------------- ------------- ------------- -------------
Net loss attributable to common
shares ................................... $ (5,441,251) $ (2,097,838) $ (8,566,465) $ (4,825,343)
============ ============= ============= =============
Basic and diluted loss per common
share .................................... $ (.28) $ (.17) $ (.44) $ (.40)
============ ============= ============= =============
Weighted average number of common
shares outstanding ....................... 19,692,913 12,283,898 19,439,838 12,140,875
============ ============= ============= =============
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See accompanying notes to consolidated condensed financial statements
4
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U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended
------------------------------
September 30, September 30,
2000 1999
------------ --------------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss ............................................................................................ $(8,078,965) $(3,045,343)
Adjustments to reconcile net loss to cash used for operating activities:
Equity in loss of Mantra ......................................................................... -- 63,618
Equity in loss of joint venture .................................................................. -- 110,526
Stock based compensation ......................................................................... 1,175,754 1,034,205
Depreciation and amortization .................................................................... 234,884 170,444
Increase (Decrease) from changes in assets and liabilities:
Costs and earnings in excess of billings ......................................................... (175,347) --
Other receivables ................................................................................ -- (170,533)
Other current assets ............................................................................. 4,169 2,323
Accounts payable and accrued expenses ............................................................ 1,855,268 58,329
Decrease in minority interest .................................................................... -- (53,649)
Accrued vacation ................................................................................. 70,062 --
----------- -----------
Net cash used for operating activities .................................................... (4,914,175) (1,830,080)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, improvements and fixtures ................................................. (968,811) (145,479)
Capitalized computer software development ........................................................ (28,750) --
Other assets ..................................................................................... (76,865) --
----------- -----------
Net cash used for investing activities .................................................... (1,074,426) (145,479)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock ........................................................ 21,059,006 1,000,000
Proceeds from promissory note .................................................................... 7,000,000 --
Receipt of stock subscription .................................................................... -- 2,300,000
Proceeds from issuance of common shares .......................................................... 621,783 1,093,705
Payments on capital lease obligations ............................................................ (7,737) (6,309)
----------- -----------
Net cash provided by financing activities .................................................. 28,673,052 4,387,396
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS ........................................................... 22,684,451 2,411,837
Cash and cash equivalents, beginning of period ...................................................... 5,311,209 5,788,288
----------- -----------
Cash and cash equivalents, end of period ............................................................ $ 27,995,660 $ 8,200,125
=========== ===========
Supplemental disclosure of cash flow information:
Income taxes paid ................................................................................. $ 1,600 $ --
</TABLE>
See accompanying notes to consolidated condensed financial statements
5
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for the interim financial information
and the instructions to Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, the
interim financial statements include all adjustments
considered necessary for a fair presentation of the Company's
financial position as of September 30, 2000 and its results of
operations for the three and six months ended September 30,
2000 and 1999, and cash flows for the six months ended
September 30, 2000 and 1999. These statements are not
necessarily indicative of the results to be expected for the
full fiscal year. These statements should be read in
conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the
fiscal year ended March 31, 2000 as filed with the Securities
and Exchange Commission.
NOTE 2 - RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED
During the course of the audit of the financial statements for
the year ended March 31, 2000, there were several non-cash
transactions identified which required adjustment to the
financial statements. Certain of these adjustments had a
significant impact on previously reported quarterly financial
statements and have been restated accordingly.
The net impact on the consolidated net loss for the six months
ended September 30, 1999 was an increase in the net loss of
$944,104. The adjustments related to the net loss primarily
consists of (i) stock compensation adjustments of $798,247;
(ii) reversal of costs related to the issuance of common stock
of $(149,425); (iii) recognition of equity in losses of Mantra
and the joint venture aggregating to $174,144 and (iv)
forfeiture of stock options of $165,467 and other adjustments
totaling $(44,329).
There was an additional adjustment of $890,000 for the three
months ended September 30, 1999 (an aggregate $1,780,000 for
the six months ended September 30, 1999) related to the
beneficial conversion feature of the Series B Preferred Stock,
(see Note 7) which increased the accumulated deficit and
increased the additional paid-in capital balances as a deemed
dividend.
Such restatements were previously reported in an amendment to
the Company's Form 10-QSB for the period ended September 30,
1999.
Certain other prior year amounts in the consolidated financial
statements have been reclassified to conform to the current
year presentation.
6
<PAGE>
NOTE 3 - ORGANIZATION AND BUSINESS
U.S. Wireless Corporation is headquartered in San
Ramon, California. U.S. Wireless Corporation was
incorporated in the State of Delaware in February 1993. The
Company develops high-performance, network-based location
systems (known as the RadioCamera system) designed to enable
wireless carriers, the intelligent transportation systems
industry and others to provide value-added, location-based
services and applications, including: enhanced 911,
live-navigation assistance, enhanced 411, traffic data and
asset and vehicle tracking.
Principles of Consolidation
The consolidated financial statements for the three and
six-month periods ended September 30, 2000 and 1999, and year
ended March 31,2000 (balance sheet only), include the accounts
of the Company and its wholly owned subsidiary, U.S. Wireless
International, Inc.
As a result of the reduction in ownership of Mantra
Technologies, Inc. (Mantra) from 51% to 44% pursuant to a
recapitalization in February 1999, Mantra has been accounted
for under the equity method since the beginning of the year
ended March 31, 2000. Mantra ceased operations in September
1999.
All significant intercompany balances and transactions have
been eliminated in consolidation.
NOTE 4 - COSTS AND EARNINGS IN EXCESS OF BILLINGS
This account represents the costs and earnings in excess of
billings on the State of Maryland contract to provide
traffic-flow information. The total contract value aggregates
$461,440 and is expected to be completed during the fiscal
year ending March 31, 2001. Contract fees are generally paid
on a quarterly basis with a final 10% installment upon
completion of the project. Revenues of approximately $249,000
under this contract were previously recognized in the fourth
quarter of the year ended March 31, 2000.
For the three and six month periods ended September 30, 2000,
the Company recognized an additional $72,220 and $175,347 of
revenue and $176,891 and $300,852 of costs on this contract,
respectively. As of September 30, 2000, the Company estimates
total contract costs will exceed revenues by $74,426. This
amount is included in accrued expenses at September 30, 2000.
7
<PAGE>
NOTE 5 - EQUIPMENT, IMPROVEMENTS AND FIXTURES
Equipment, improvements and fixtures, net at September 30,
2000 and March 31, 2000 consisted of the following:
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September 30, March 31,
2000 2000
-------------------- -------------------
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Furniture, fixtures and equipment $ 2,195,504 $ 1,226,693
Less: accumulated depreciation
and amortization (1,209,210) (978,210)
----------- ----------
$ 986,294 $ 248,483
=========== ==========
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NOTE 6 - PROMISSORY NOTE
In September 2000, the Company entered into agreements with
Hewlett Packard Credit Corporation ("HPCC"), a subsidiary of
Hewlett Packard Company ("HP"), inclusive of a Note and
Warrant Purchase Agreement, Promissory Note, Warrant
Agreement, Registration Rights Agreement, Consulting
Agreement, Project Agreement and Business Alliance Agreement.
At the closing we received the proceeds of a $7,000,000
promissory note, which funds are to be used primarily for HP
services and equipment in the construction of our initial
network operating center. The note is due in its entirety on
September 21, 2003 and accrues interest at 10.5%, payable
quarterly. Principal and accrued interest may be repaid at any
time in minimum amounts of $250,000 prior to its maturity in
September 2003. The note is collaterized by certain of the
Company's assets. In connection with the issuance of the
promissory note, the Company granted HPCC a warrant to
purchase up to a maximum of an aggregate of 41,990 shares of
common stock at an exercise price of $16.67. The Company
valued the options using the Black-Scholes option valuation
model to be approximately $466,100, based on a four year life,
a discount interest rate of 6.5% and a 100% volatility factor.
The value of the warrants was recorded as paid in capital and
as a discount to the promissory note. The discount is being
amortized on a method that approximates the effective interest
method.
In connection with the financing arrangements with HPCC, HP
will be assisting the Company with the engineering and
installation of the Company's national and regional operations
network centers. Commitments outstanding under these
agreements total approximately $3.4 million.
NOTE 7 - SERIES A AND SERIES B PREFERRED STOCK
During the quarter ended June 30, 2000, the remaining 20,000
shares of the Company's Series A Preferred Stock ("Series A")
were converted into 135,593 shares of the Company's common
stock, leaving no shares of Series A outstanding since that
date.
8
<PAGE>
At September 30, 2000, accrued dividends on the Series A
totaled $90,559.
During the quarter ended June 30, 2000, the remaining 38,400
shares of Series B Preferred Stock ("Series B") outstanding as
of March 31, 2000 were converted into 3,840,000 shares of
common stock. Accounting for the issuance of the Series B
included a beneficial conversion feature due to the conversion
price being a discount from the trading price of the Company's
common stock at the date of the investment. As a result, the
Company has recorded in the accompanying statement of
operations a deemed dividend for this beneficial conversion
feature in the amount of $890,000 and $1,780,000 for the three
and six-month periods ended September 30, 1999. There were no
such dividends applicable to the September 2000 periods.
NOTE 8 - PRIVATE PLACEMENT OF SERIES C PREFERRED STOCK
In May 2000, the Company authorized 150,000 shares of Series C
Preferred Stock, par value $.01 per share (the "Series C").
These shares have a stated liquidation preference of $200 per
share plus unpaid and accrued dividends, and are senior to the
common stock. The shares are redeemable by the Company at a
redemption price of $200 plus unpaid and accrued dividends, at
any time upon the earlier of June 1, 2004 or the date after
the closing price for the Company's common stock has been at
least $45 for a consecutive thirty-day period. Dividends
accrue at a rate of 6.5% per annum of the liquidation
preference, are cumulative and payable semi-annually, in cash
or additional shares of Series C, at our option. Each share of
Series C will convert into the number of shares of common
stock equal to the liquidation value of $200 divided by the
initial conversion price of $19.03 at any time at the holder's
option. The Series C shareholder has the right to appoint one
member to the Board of Directors, until at least 50% of the
shares of Series C have been converted into shares of common
stock, and to vote on all matters voted on by the stockholders
except the election of the Board of Directors. The Series C
shareholders are entitled to that number of votes equal to the
number of shares of common stock that such holder is entitled
to receive upon conversion of such shares of Series C on the
record date of the vote.
In June 2000, the Company completed the sale of 112,500 shares
of the $.01 par value Series C at a price of $200 per share to
American Tower Corporation (ATC). Proceeds of the Series C net
of offering costs were approximately $21 million.
For the three and six-month periods ended September 30, 2000,
accrued dividends on the Series C shares aggregated $365,625
and $487,500, respectively. Dividends are payable on January 1
and June 1 of each year.
Concurrent with this private placement, the Company entered
into two agreements with ATC and its operating entities: a
master license agreement (MLA) and services agreement. Under
the terms of the services agreement, ATC is our preferred
provider of RadioCamera antenna site acquisition and
installation services in connection with the Company's network
build-out, including radio frequency design, radio frequency
engineering, site identification, site acquisition and
development, site zoning and permitting, site construction and
installment management, and component purchases.
9
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Under the terms of the MLA, the Company has agreed to license
an aggregate of 1,000 antenna sites from ATC at rates starting
at $450 per site per month during the three-year term of the
agreement, subject to ATC meeting certain tower requirements.
The Company agreed to license 150 sites prior to the end of
the first year, an additional 300 sites prior to the end of
the second year and an additional 550 sites prior to the end
of the third year, subject to ATC meeting certain tower
requirements. This commitment would increase in the event that
the Company meets certain market milestones and ATC satisfies
certain tower building or acquisition milestones. The term of
each individual antenna site license will continue for a
five-year period and will be extended for additional five-year
periods unless notified by the Company.
NOTE 9 - MANUFACTURING AGREEMENTS
The Company has entered into agreements with three
manufacturers, including Wireless Technology, Inc., ("WTI"),
of which we are a joint partner, to build RadioCameras and
other components parts of the RadioCamera System. Total
commitments under these agreements are approximately $3.2
million. The Company expects these commitments to be
substantially fulfilled by March 31, 2001.
NOTE 10 - STOCK BASED COMPENSATION
During the six-months ended September 30, 2000, the Company
granted 100,000 restricted shares of common stock in
connection with an employment agreement. The shares vest at a
rate of 25,000 shares per annum over a four-year term.
Operating expenses for the three and six month periods ended
September 30, 2000 include compensation expense of $451,172
associated with this grant.
10
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Statements contained herein which are not historical facts may be
considered forward looking information with respect to plans,
projections or future performance of the Company as defined under
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risk and uncertainties,
which could cause actual results to differ materially from those,
projected.
Results of Operations
Revenues
During the three months ended September 30, 2000, we recorded
revenues of $72,220, bringing the aggregate to $175,347 for the
six months ended September 30, 2000. These revenues were from our
contract with the Maryland and U.S. Departments of Transportation,
under which we are to provide transportation data on selected
roadways to those states on a trial basis. There were no revenues
in the corresponding periods of 1999. The total contract value for
the Maryland contract is $461,000, of which $249,000 of the
Maryland contract was recognized in the year ended March 31, 2000.
We have received notice of the acceptance of bids on three other
projects from which we do not expect any revenues to be earned
until contracts are signed and work begins. We do not expect to
receive any significant revenues from these projects during the
current fiscal year.
We are in the process of expanding our trial in the
Maryland/Washington DC/Virginia metro area into an operational
readiness trial ("ORT"). In addition, we are adding to the ORT, a
trial system presently being built in Seattle, Washington. We plan
to continue to expand the ORT and focus on developing
relationships with the cellular carriers. During fiscal 2001 we
expect to be building our network.
Costs and Expenses of Operations
Costs and expenses of operations, excluding research and
development expenses, totaled $3,023,404 and $5,187,588 for the
three and six-month periods ended September 30, 2000 as compared
to total costs and expenses of operations of $451,495 and
$1,632,458 for the three and six-month periods ended September 30,
1999. Increased operating expenses for the 2000 periods over the
1999 periods were primarily due an increase in employees and
related compensation costs and due to our increased field trial
activities, including the commencement of our ORT in the
Maryland/Washington DC/Virginia Metro area where we continue to
build sites to increase our coverage area and where we have opened
our east coast corporate offices in Reston, Virginia. There were
increased costs incurred related to the continued refinement,
testing and deployment of our RadioCamera(TM)(TM) system. The
three and six month-periods ended September 30, 2000 also included
$176,891 and $300,852 in cost of revenue for the Maryland
contract. These costs include an aggregate $74,000 for expected
costs to be incurred in excess of the $461,000 Maryland contract
value.
11
<PAGE>
Research and Development
Research and development expense totaled $2,518,515 and $3,650,606
for the three and six-month periods ended September 30, 2000 and
1999 as compared to $741,859 and $1,483,718 for the three and
six-month periods ended September 30, 1999. The increase is
primarily the result of increased personnel, consulting and other
costs related to software and hardware development on our
RadioCamera (TM) system and initial development costs associated
with the Company's planned network operating centers.
Interest Income
Interest income was $394,073 and $127,851 for the quarter ended
September 30, 2000 and 1999, respectively, and $583,882 and
$244,977 for the six-month periods ended September 30, 2000 and
1999, respectively. Interest earnings increased in the 2000
periods given increased cash and cash equivalents on-hand
primarily as a result of our May 2000 private placement of Series
C Preferred Stock.
Net Loss/Net Loss Per Share
As a result of the above factors, we incurred a net loss of
$5,075,626 for the three months ended September 30, 2000 as
compared to $1,207,838 for the three months ended September 30,
1999. The net loss attributable to common shares of $5,441,251 for
the September 2000 period includes $365,625 of cumulative
dividends on the Series C Preferred Stock. The net loss
attributable to common shares of $2,097,838 for the three months
ended September 30, 1999 includes $890,000 of deemed dividends
with respect to the Series B Preferred Stock issuance. The deemed
dividends on the Series B Preferred Stock were the result of
issuing the preferred stock with a conversion price to acquire
shares of our Common Stock at a discount from the trading price of
our Common Stock at the date we sold the shares of Series B
Preferred Stock. The net loss per share was $.28 and $.17 for the
September 2000 and 1999 quarters, respectively.
As a result of the above factors, we incurred a net loss of
$8,078,965 for the six months ended September 30, 2000 as compared
to $3,045,343 for the six months ended September 30, 1999. The net
loss attributable to common shares of $8,566,465 for the September
2000 period includes $487,500 of cumulative dividends on the
Series C Preferred Stock. The net loss attributable to common
shares of $4,825,343 for the six months ended September 30, 1999
includes $1,780,000 of deemed dividends with respect to the Series
B Preferred Stock issuance. The net loss per share was $.44 and
$.40 for the six month periods ended September 30, 2000 and 1999.
12
<PAGE>
Liquidity and Capital Resources
At September 30, 2000, we had working capital of $25,185,762 and
cash and cash equivalents of $27,995,660. Such amounts resulted
primarily from sales of our securities in our June 2000 private
placement offering of Series C Preferred Stock in which we raised
net proceeds of approximately $21.06 million. Additional funds
were also generated near the end of September 2000 as the result
of a $7,000,000 promissory note with Hewlett-Packard Credit
Corporation.
Based on management's estimates, our capital resources are
expected to meet cash requirements through at least March 31, 2001
for the continuation of research, development, field trials and
ORT operations. We will require additional capital in order to
implement our business plan of deploying a nationwide location
network using our RadioCamera system. Management will continue to
assess and evaluate the timing and resource requirements necessary
to implement this plan.
We are currently engaged in the development and testing of our
AMPS, TDMA CDMA and iDEN RadioCamera systems. In addition, we
continued our progress with the Maryland Beltway project for which
we installed an additional six sites during the six months ended
September 30, 2000 bringing the aggregate sites to twelve. The
total contract price for the Maryland Beltway project is $461,000,
of which we earned $249,000 in the year ended March 31, 2000 and
an additional $175,000 during the six months ended September 30,
2000.
In June 2000, we completed the sale of 112,500 shares of the
Series C Preferred Stock at a price of $200 per share to American
Tower Corporation ("ATC"). Proceeds of the Series C Preferred
Stock net of offering costs were approximately $21.06 million.
Concurrent with this private placement, the Company entered into
two agreements with ATC and its operating entities: a master
license agreement (MLA) and services agreement. Under the terms of
the services agreement, ATC is our preferred provider of
RadioCamera antenna site acquisition and installation services in
connection with the Company's network build-out, including radio
frequency design, radio frequency engineering, site
identification, site acquisition and development, site zoning and
permitting, site construction and installment management, and
component purchases.
Under the terms of the MLA, the Company has agreed to license an
aggregate of 1,000 antenna sites from ATC at rates starting at
$450 per site per month during the three-year term of the
agreement, subject to ATC meeting certain tower requirements. The
Company agreed to license 150 sites prior to the end of the first
year, an additional 300 sites prior to the end of the second year
and an additional 550 sites prior to the end of the third year.
This commitment would increase in the event that the Company meets
certain market milestones and ATC satisfies certain tower building
or acquisition milestones. The term of each individual antenna
site license will continue for a five-year period and will be
extended for additional five-year periods unless notified by the
Company.
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In accordance with our strategy of building a nationwide network,
which will require financing, management expects that we will be
required to purchase significant amounts of equipment and
significantly increase our management, technical, marketing,
operation, and administrative personnel during the next 12 months.
If our timetable for developing, manufacturing, marketing,
and deploying our RadioCamera system and location network exceeds
current estimates, we may require additional capital resources.
The primary continuing expenses associated with the testing and
development of the RadioCamera are expected to include officer,
key employee and consultant salaries and fees.
In September 2000, the Company entered into agreements with
Hewlett Packard Credit Corporation ("HPCC"), a subsidiary of
Hewlett Packard Company ("HP"), inclusive of a Note and Warrant
Purchase Agreement, Promissory Note, Warrant Agreement,
Registration Rights Agreement, Consulting Agreement, Project
Agreement and Business Alliance Agreement. At the closing we
received the proceeds of a $7,000,000 promissory note, which funds
are to be used primarily for HP services and equipment in the
construction of our initial network operating center. The note is
due in its entirety on September 21, 2003 and accrues interest at
10.5%, payable quarterly. Principal and accrued interest may be
repaid at any time in minimum amounts of $250,000 prior to its
maturity in September 2003. The note is collaterized by certain of
the Company's assets, principally equipment and fixtures. In
connection with the issuance of the promissory note, the Company
granted HPCC a warrant to purchase up to a maximum of an aggregate
of 41,990 shares of common stock at an exercise price of $16.67.
The Company valued the options using the Black-Scholes option
valuation model to be approximately $466,100, based on a four year
life, a discount interest rate of 6.5% and a 100% volatility
factor. The value of the warrants was recorded as paid in capital
and as a discount on the promissory note. The discount is being
amortized over the life of the note.
In connection with the financing arrangements with HPCC, HP will
be assisting the Company with the engineering and installation of
the Company's national and regional operations network centers.
Commitments outstanding under these agreements total approximately
$3.4 million.
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PART II. Other Information
ITEM 1 - LEGAL PROCEEDINGS
On August 14 of this year, a former board member filed an action in California
State Court against the Company, its CEO, and its General Counsel claiming that
the Company had breached its option agreement with the former director. The
plaintiff claims that the terms of her option agreement granted her the right to
purchase 100,000 shares of the Company's common stock and that this right was
fully vested upon execution of the option agreement. The Company asserts that
plaintiff was granted an option to purchase 100,000 shares, vesting 1/3 of the
total amount per year over the three-year term of the option agreement. The
plaintiff also claims that the Company breached the option agreement by failing
to provide registration for the shares underlying the option. The Company
disputes all such charges and has filed a counterclaim against the Plaintiff
seeking rescission of the option agreement due to fraud and/or mistake. The
matter is currently in the discovery phase.
In November 1999 Dr. Mati Wax, who was dismissed as Chief Technology Officer in
June 1999, filed a claim with the American Arbitration Association against for
breach of his employment agreement and breach of the covenant of good faith and
fair dealing. In November 2000 the matter was heard before the sole arbitrator.
We are currently awaiting the arbitrators ruling in the matter.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS - None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS. - None.
ITEM 5 - OTHER MATTERS. - None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K:
a) Exhibit 10.92 - Business Alliance Agreement between
the Company and Hewlett Packard Company.
Exhibit 10.93 - Purchase Agreement between the
Company and Hewlett Packard Credit Corporation.
Exhibit 10.94 - Consulting Agreement between the
Company and Hewlett Packard Company.
Exhibit 27.01 - Financial Data Schedule.
b) The Company filed no reports on Form 8-K during the
period ended September 30, 2000.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
U.S. Wireless Corporation
(Registrant)
November 10, 2000 By: \s\ Dr. Oliver Hilsenrath
Date Dr. Oliver Hilsenrath
Chief Executive Officer
November 10, 2000 By: \s\ Donald Zerio
Date Donald Zerio
Vice President, Finance
