<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-27024
METRO ONE TELECOMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 93-0995165
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11200 MURRAY SCHOLLS PLACE, BEAVERTON, OREGON 97007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(503) 643-9500
(REGISTRANT'S TELEPHONE NUMBER)
8405 SW NIMBUS AVENUE, BEAVERTON, OREGON 97008
(FORMER ADDRESS, CHANGED SINCE LAST REPORT)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF JULY 30, 1999: 11,402,249
SHARES, NO PAR VALUE PER SHARE
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
INDEX TO FORM 10 - Q
<TABLE>
<CAPTION>
Part I Financial Information Page No.
- --------------------------------------- --------
<S> <C> <C>
Item 1. Financial Statements
Condensed Statements of Operations (Unaudited)
for the three and six months ended June 30, 1999 and 1998 1
Condensed Balance Sheets
as of June 30, 1999 (Unaudited) and December 31, 1998 2
Condensed Statements of Cash Flows (Unaudited)
for the six months ended June 30, 1999 and 1998 3
Notes to Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
Part II Other Information
- -----------------------------------
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, UNAUDITED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------------- ----------------------------------
1999 1998 1999 1998
---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 17,469 $ 10,922 $ 31,644 $ 19,967
---------------- --------------- --------------- ---------------
Costs and expenses:
Direct operating 10,509 5,525 18,345 10,318
General and administrative 6,768 4,475 12,421 8,476
---------------- --------------- --------------- ---------------
17,277 10,000 30,766 18,794
---------------- --------------- --------------- ---------------
Income from operations 192 922 878 1,173
Other income 41 81 115 147
Interest expense and loan fees (118) (78) (172) (180)
---------------- --------------- --------------- ---------------
Income before income taxes 115 925 821 1,140
Income tax expense 10 24 34 30
---------------- --------------- --------------- ---------------
Net income $ 105 $ 901 $ 787 $ 1,110
================ =============== =============== ===============
Income per common share
Basic $ .01 $ .08 $ .07 $ .10
Diluted $ .01 $ .08 $ .07 $ .10
</TABLE>
The accompanying notes are an integral part of this statement.
1
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
BALANCE SHEETS (IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
----------------- -----------------
1999 1998
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,254 $ 6,063
Short-term investments 900 1,507
Accounts receivable 7,260 7,428
Prepaid costs and other current assets 1,038 766
------------------ -----------------
Total current assets 13,452 15,764
Furniture, fixtures and equipment, net 28,689 19,982
Other assets 767 565
------------------ -----------------
$ 42,908 $ 36,311
================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,217 $ 1,501
Accrued liabilities 2,449 1,992
Accrued payroll and related costs 2,249 1,852
Line of credit payable - 1,400
Current portion of capital lease obligations 249 365
Current portion of long-term debt 1,714 240
------------------ -----------------
Total current liabilities 7,878 7,350
Capital lease obligations 59 103
Long-term debt 4,214 616
------------------ -----------------
12,151 8,069
------------------ -----------------
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, no par value; 10,000 shares
authorized, no shares issued or outstanding - -
Common stock, no par value; 50,000 shares
authorized, 11,402 and 11,188 shares,
respectively, issued and outstanding 40,205 38,477
Accumulated deficit (9,448) (10,235)
------------------ -----------------
Shareholders' equity 30,757 28,242
------------------ -----------------
$ 42,908 $ 36,311
================== =================
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS (IN THOUSANDS, UNAUDITED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------------
1999 1998
------------------ -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 787 $1,110
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 2,650 1,735
Loss on disposal of fixed assets 2 22
Changes in certain assets and liabilities:
Accounts receivable 168 (1,132)
Prepaid expenses and other assets (534) (18)
Accounts payable, accrued liabilities and payroll costs 570 (497)
------------------ -----------------
Net cash provided by operating activities 3,643 1,220
------------------ -----------------
Cash flows from investing activities:
Capital expenditures (11,299) (2,609)
Sale of short-term investments 607 -
------------------ -----------------
Net cash used in investing activities (10,692) (2,609)
------------------ -----------------
Cash flows from financing activities:
Net proceeds from line of credit (1,400) 800
Repayment of debt (928) -
Repayment of capital lease obligations (160) (310)
Proceeds from issuance of long-term debt 6,000
Proceeds from issuance of common stock upon exercise
of warrants and options 1,728 267
------------------ -----------------
Net cash provided by financing activities 5,240 757
------------------ -----------------
Net decrease in cash and cash equivalents (1,809) (632)
Cash and cash equivalents, beginning of period 6,063 8,554
------------------ -----------------
Cash and cash equivalents, end of period $ 4,254 $ 7,922
================== =================
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying interim condensed financial statements have been prepared by
Metro One Telecommunications, Inc. (the "Company") without audit and in
conformity with generally accepted accounting principles for interim financial
information. Accordingly, certain financial information and footnotes have been
omitted or condensed. In the opinion of management, the condensed financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the interim
periods. These condensed financial statements and notes thereto should be read
in conjunction with the Company's audited financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. The
results of operations for the interim period shown in this report are not
necessarily indicative of results for any future interim period or the entire
fiscal year.
2. EARNINGS PER SHARE
The per share amounts are based on the weighted average number of common and
dilutive common equivalent shares assumed to be outstanding during the period of
computation. Net income for the calculation of both basic and diluted earnings
per share is the same for all periods.
The calculation of weighted-average outstanding shares is as follows:
<TABLE>
<CAPTION>
(In thousands)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------------- --------------------------------
1999 1998 1999 1998
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Basic earnings per share 11,394 11,040 11,372 11,027
Common stock equivalents 630 490 638 394
---------------- --------------- --------------- ----------------
Diluted earnings per share 12,024 11,530 12,010 11,421
================ =============== =============== ================
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
The Company is party to various legal actions and administrative proceedings
arising in the ordinary course of business. The Company believes that the
disposition of these matters will not have a material adverse effect on its
financial position, results of operations or net cash flows.
4. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
(In thousands) SIX MONTHS ENDED JUNE 30,
--------------------------------------------
1999 1998
------------------- --------------------
<S> <C> <C>
Cash paid for interest expense $ 129 $ 172
Cash paid for income taxes 42 16
</TABLE>
4
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- -------------------------------------------------------------------------------
5. INCOME TAXES
At December 31, 1998, the Company had approximately $13.1 million of net
operating loss carryforwards expiring during the years 2005 to 2010. Ownership
changes as defined by section 382 of the Internal Revenue Code could limit the
amount of net operating loss carryforwards used in any one year or in the
aggregate.
During the quarter, the Company reduced its deferred tax valuation allowance to
reflect deferred tax assets used to reduce current year income taxes. The
Company's quarterly and annual operating results have in the past and may in the
future vary significantly depending on factors such as changes in the
telecommunications market, the addition or expiration of contracts, increased
competition, changes in pricing policies by the Company or its competitors,
lengthy sales cycles, lack of market acceptance or delays in the introduction of
new versions of the Company's product or features, the timing of initiation of
contracted Enhanced Directory Assistance services, the timing of the initiation
of wireless services or their acceptance in new market areas by
telecommunications customers, the timing and expense of the Company's expansion
of its national call center network, general economic conditions and other
factors. Given the variability in operating results, the Company will continue
to review the valuation allowance on a quarterly basis and make adjustments as
appropriate.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All statements and trend analyses contained in this item and elsewhere
in this report on Form 10-Q relative to the future constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to the business and
economic risks faced by the Company and the Company's actual results of
operations may differ materially from those contained in the forward looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Results of operations for the periods discussed below should not be
considered indicative of the results to be expected in any future period and
fluctuations in operating results may also result in fluctuations in the
market price of the Company's Common Stock. The Company's quarterly and
annual operating results have in the past and may in the future vary
significantly depending on factors such as changes in the telecommunications
market, the addition or expiration of Enhanced Directory
Assistance-Registered Trademark- ("EDA") contracts, increased competition,
changes in pricing policies by the Company or its competitors, lengthy sales
cycles, lack of market acceptance or delays in the introduction of new
versions of the Company's product or features, the timing of initiation of
contracted EDA services, the timing of the initiation of wireless services or
their acceptance in new market areas by telecommunications customers, the
timing and expense of the Company's expansion of its national call center
network, general economic conditions and other factors.
OVERVIEW
The Company is a leading independent provider of EDA for the
telecommunications industry and has eleven significant EDA contracts with seven
different carriers to provide EDA in numerous U.S. metropolitan markets. Over
the last eight quarters, the Company's operations have been characterized by
rapid call volume and revenue growth. Call volume and revenues increased 82% and
60%, respectively, from the second quarter of 1998 to the second quarter of
1999. Profits decreased from $901,000 to $105,000, as the Company elected to
take on an increased amount of staffing and infrastructure expenditures in
preparation for additional scheduled call volume from customers, some of which
did not arrive as expected. Call volume and revenues increased 77% and 58%,
respectively, from the first six months of 1998 to the first six months of 1999.
Profits were $1.1 million for the first six months of 1998 versus $787,000 for
the first six months of 1999.
The Company expects to continue to increase its share of the directory
assistance market by expanding service to existing customers, adding new
customers and expanding its call center network into new geographic markets. The
Company has had ongoing business discussions about new business with other
telecommunications companies, and the Company anticipates that it will open
several new call centers during 1999 and 2000 to serve wireless and landline
customers. As its revenue base grows, the Company expects that the costs of each
new call center will have an increasingly smaller effect on results of
operations.
To stimulate increased call volume and to attract and expand customer
commitments, the Company's strategy has included price discounts based upon call
volumes. Volume-based pricing discounts did not materially affect the Company's
average price per call in 1998; however, the Company's average price per call
has decreased in 1999, and the Company expects that its average price per call
will continue to decrease in 1999 and 2000 as increasing call volumes trigger
volume-based pricing discounts and if the Company enters into additional or new
contracts. The Company believes that its reduced pricing better positions the
Company to retain and expand service with existing carrier customers, to extend
service to new wireless and landline carriers and to achieve greater operating
margins over time.
During the quarter, the Company announced that it had signed a
multi-year contract to provide its EDA services to subscribers of Nextel
Communications, a leading provider of fully integrated wireless communications.
Under the terms of the contract, the Company will provide its EDA services to
Nextel's entire nationwide network of subscribers. The Company expects to begin
rolling out its EDA service to Nextel's markets starting in the third quarter of
1999 and continuing through the end of the year. The Company also announced that
its contracts with AirTouch Communications were extended through 2000. These
contracts cover EDA services for AirTouch subscribers in Arizona, Washington,
Colorado, Minnesota, Oregon, Nebraska and other western U.S. markets.
6
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the items of
the Company's statements of operations as a percentage of revenues.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ----------------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Direct operating costs 60.2 50.6 58.0 51.6
General and administrative costs 38.7 41.0 39.2 42.5
------ ------ ------ ------
Income from operations 1.1 8.4 2.8 5.9
Other income 0.3 0.7 0.3 0.7
Interest and loan fees (0.7) (0.7) (0.5) (0.9)
------ ------ ------ ------
Income before income taxes 0.7 8.4 2.6 5.7
Income tax expense 0.1 0.2 0.1 0.1
------ ------ ------ ------
Net income 0.6 8.2 2.5 5.6
====== ====== ====== ======
</TABLE>
COMPARISON OF SECOND QUARTER OF 1999 TO SECOND QUARTER OF 1998
Revenues increased 59.9% to $17.5 million from $10.9 million. Call
volume grew to over 31 million calls in the second quarter of 1999 from
approximately 17 million calls during the second quarter of 1998. The increase
in revenues was due primarily to increased call volumes under existing contracts
and call volume from new contracts that commenced service during the second half
of 1998.
Direct operating costs increased 90.2% to $10.5 million from $5.5
million. This increase was primarily due to servicing increased call volumes and
the cost of operating additional call centers in 1999. In addition, during the
second quarter of 1999 the Company elected to take on an increased amount of
staffing and infrastructure expenditures in preparation for additional scheduled
call volume from customers. As a percentage of revenues, direct operating costs
increased to 60.2% from 50.6%, due primarily to increased personnel and data
costs associated with the start-up of new call centers, the increase in staffing
in anticipation of additional call volume from existing customers and the
reduction in average price per call.
General and administrative costs increased 51.2% to $6.8 million from
$4.5 million. This increase resulted primarily from the costs associated with
the start-up of new call centers, the investment in infrastructure necessary to
support additional call centers and the increase in depreciation expense
associated with additional call centers. As a percentage of revenues, general
and administrative costs decreased to 38.7% from 41.0%. This decrease resulted
primarily from operating efficiencies associated with the expansion of the
Company's operations.
Depreciation and amortization increased by 62.8% to $1.4 million from
$871,000 due primarily to equipment purchased for new call centers, as upgrades
for existing call centers and for corporate operations.
Other income for the three months ended June 30, 1999 was $41,000 and
consisted primarily of interest income. Other income for the three months ended
June 30, 1998 was $81,000 and consisted primarily of interest income.
Interest expense and loan fees increased 51.3% to $118,000 from
$78,000. This increase was attributable to the increase in average debt
outstanding, as the Company incurred borrowings under credit facilities to help
fund the expansion of the Company's call center network.
Income tax expense for the three months ended June 30, 1999 was
$10,000, for an effective tax rate of approximately 8.7%. Income tax expense for
the three months ended June 30, 1998 was $24,000, for an effective tax rate of
approximately 2.6%. These rates differ from the combined federal and state
statutory rate of approximately 39% due to the use of net operating loss
carryforwards.
7
<PAGE>
COMPARISON OF THE FIRST SIX MONTHS OF 1999 TO THE FIRST SIX MONTHS OF 1998
Revenues increased 58.5% to $31.6 million from $20.0 million. Call
volume grew to over 56 million calls in the first six months of 1999 from
approximately 31 million calls during the first six months of 1998. This
increase was due primarily to increased call volumes under existing contracts
and call volume from new contracts that commenced service during the second half
of 1998.
Direct operating costs increased 77.8% to $18.3 million from $10.3
million. This increase was primarily due to servicing increased call volumes and
the cost of operating additional call centers in 1999. In addition, during the
second quarter of 1999 the Company elected to take on an increased amount of
staffing and infrastructure expenditures in preparation for additional scheduled
call volume from customers. As a percentage of revenues, direct operating costs
increased to 58.0% from 51.6%, due primarily to increased personnel and data
costs associated with the start-up of new call centers, the increase in staffing
in anticipation of additional call volume from existing customers and the
reduction in average price per call.
General and administrative costs increased 46.5% to $12.4 million from
$8.5 million. This increase resulted primarily from the costs associated with
the start-up of new call centers, the investment in infrastructure necessary to
support additional call centers and the increase in depreciation expense
associated with additional call centers. As a percentage of revenues, general
and administrative costs decreased to 39.2% from 42.5%. This decrease resulted
primarily from operating efficiencies associated with the expansion of the
Company's operations.
Depreciation and amortization increased by 52.7% to $2.6 million from
$1.7 million due primarily to equipment purchased for new call centers, as
upgrades for existing call centers and for corporate operations.
Other income for the six months ended June 30, 1999 was $115,000 and
consisted primarily of interest income. Other income for the six months ended
June 30, 1998 was $147,000 and consisted primarily of interest income offset by
losses upon the disposition of assets.
Interest expense and loan fees decreased 4.4% to $172,000 from
$180,000. This decrease was attributable to the decrease in the average interest
rate paid on outstanding debt and was offset by an increase in average debt
outstanding during the second quarter of 1999.
Income tax expense for the six months ended June 30, 1999 was $34,000,
for an effective tax rate of approximately 4.2%. Income tax expense for the six
months ended June 30, 1998 was $30,000, for an effective tax rate of
approximately 2.6%. These rates differ from the combined federal and state
statutory rate of approximately 39% due to the use of net operating loss
carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents and investments are recorded at
cost which approximates fair market value. As of June 30, 1999, the Company had
$5.2 million in cash and cash equivalents and investments compared to $7.6
million at December 31, 1998, a decrease of $2.4 million primarily from capital
expenditures incurred as part of the expansion of the Company's national call
center network. Total capital expenditures were $11.3 million for the first six
months of 1999. The Company has funded the expansion of its call center network
with cash on hand, cash provided by operating activities, proceeds from the
exercise of options and borrowings under credit facilities.
Working capital was $5.6 million at June 30, 1999, compared to $8.4
million at December 31, 1998. This decrease is due primarily to the use of cash
for capital expenditures.
During the quarter, the Company entered into a new loan agreement with
a commercial bank. The loan agreement consists of a $10 million Revolving Line
of Credit plus a $7.5 million Equipment Line. Total borrowings under the two
lines cannot exceed $15 million in the aggregate. The Revolving Line of Credit
expires in April 2001 and advances under the Equipment Line are available
through April 2000. Under the terms of the loan agreement, outstanding
borrowings bear interest at the prime rate (7.75 percent at June 30, 1999) and
all assets of the Company, other than assets previously pledged under
8
<PAGE>
existing financing and lease agreements, are pledged to the bank as collateral.
The agreement contains minimum net worth, working capital and profitability
requirements as well as certain other restrictive covenants and prohibits the
payment of cash dividends exceeding 10% of the Company's tangible net worth. As
of June 30, 1999, the Company had $5.9 million in borrowings under the Equipment
Line. In addition to this agreement, the Company is currently in negotiations to
increase its equipment financing capacity and expects to finalize an agreement
during the third quarter of 1999.
The Company believes that current cash and cash equivalents and
investments, cash flows from operations and available credit facilities are
sufficient to meet current and anticipated future capital requirements through
1999.
CASH FLOW FROM OPERATIONS. Net cash from operations for the six months
ended June 30, 1999 was $3.6 million, resulting primarily from net income and
the effect of non-cash depreciation and amortization.
CASH FLOW FROM INVESTING ACTIVITIES. Cash used in investing activities
was $10.7 million for the six months ended June 30, 1999 and was related
primarily to capital expenditures for the purchase of equipment for new call
centers, the upgrade and expansion of existing call centers, investment in
corporate operations and the relocation to expanded corporate headquarters. Cash
used in investing activities was offset by proceeds from the sale of short-term
investments.
CASH FLOW FROM FINANCING ACTIVITIES. Net cash provided by financing
activities was $5.2 million for the six months ended June 30, 1999, resulting
from the borrowing of $6.0 million under credit facilities and the repayment of
$2.5 million of debt obligations, and the receipt of cash proceeds of $1.7
million from the exercise of options.
FUTURE CAPITAL NEEDS AND RESOURCES. The primary uses of capital are
expected to be the build-out of new call centers, including initial operating
expenses, the payment of principal and interest on indebtedness and the purchase
of equipment and development of technology for the improvement of existing call
centers and corporate operations. The Company anticipates that its capital
expenditures will be approximately $17.0 million to $19.0 million in 1999,
resulting primarily from the projected expansion and planned improvements. The
Company believes its existing cash and cash equivalents, credit facilities and
cash from operations will be sufficient to fund its operations through the end
of fiscal 1999.
YEAR 2000 READINESS DISCLOSURE. The Year 2000 issue exists because many
computer systems and applications, including those imbedded in equipment and
facilities, use two-digit rather than four-digit date fields to designate an
applicable year. As a result, the systems and applications many not properly
recognize the year 2000 or process data that includes it, potentially causing
data miscalculations or inaccuracies or operational malfunctions or failures.
The Company recognizes the importance of the Year 2000 issue and has been giving
high priority to it. In the first quarter of 1998, the Company created a
corporate-wide Year 2000 project to identify, fix, test and develop contingency
plans for the Year 2000 issue (the "Y2K Program"). Significant issues have been
and will continue to be identified during the second and third quarters of 1999
and all phases of the Y2K Program are expected to be completed by the end of the
third quarter of 1999. The Y2K Program includes a review of (1) information and
other technology systems used in the Company's internal business; (2) the
Company's hardware and software products used to deliver service to customers;
and (3) applications and products provided by third party vendors, manufacturers
and suppliers. An assessment has been made of the key internal systems, and the
Company believes that systems that are not already Year 2000 compliant will be
modified, upgraded or replaced. The current plan is to have the majority of
these components be resolved by July 1999. Final integration testing for certain
critical systems and processes is scheduled to be completed by the end of the
third quarter of 1999. Deployment of compliant, tested systems will be completed
during the remainder of 1999. The Company does not separately track the internal
costs incurred for the Y2K Program, however the Company does not believe that
the historical or anticipated costs of remediation have had, or will have, a
material effect on the Company's financial condition or results of operations.
However, because of the existence of numerous systems and related components
within the Company and the interdependency of these systems, it is possible that
certain systems at the Company, or systems at entities that provide services or
goods for the Company, may fail to operate in the Year 2000. The Company is
continuing to evaluate the risks to the Company of failure to be Year 2000
compliant, and the Company is in the initial stages of developing contingency
plans in the event it does not complete all phases of its Y2K Program. The
Company plans to evaluate the status of completion of its Y2K Program in the
third quarter of 1999 and to begin implementing such contingency plans as it
deems necessary. Although it is not currently anticipated, the inability to
complete the Company's Y2K Program on a timely basis or the failure of a system
at the Company or at an entity that provides services or goods to the Company
may have a material impact on the Company's business, financial condition and
results of operations.
9
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Substantially all of the Company's liquid investments are invested in
money market instruments, and therefore the fair market value of these
investments is affected by changes in market interest rates. However,
substantially all of the Company's liquid investments mature within six months.
As a result, the Company believes that the market risk arising from its holdings
of financial instruments is minimal.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 29, 1999, at the Annual Meeting of the Company's Shareholders,
the shareholders approved each of the proposals set forth in the Company's Proxy
Statement dated May 26, 1999, briefly described below:
(i) The shareholders were requested to elect the following
individuals to the Board of Directors:
<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
A. Jean de Grandpre 8,482,949 397,781
William D. Rutherford 8,539,449 341,281
Timothy A. Timmins 8,485,849 394,881
James M. Usdan 8,539,631 341,099
</TABLE>
All nominees were elected to the Board of Directors.
(ii) The shareholders were asked to approve the adoption of the
Company's 1999 Employee Stock Purchase Plan and to reserve
150,000 shares of Common Stock for issuance under the Plan. The
proposal was approved by the shareholders, as 8,644,034 votes
were cast for the proposal, 190,404 votes against the proposal
and 46,292 votes abstained.
(iii) The shareholders were asked to approve an amendment of the
Company's 1994 Stock Incentive Plan to increase the number of
shares of Common Stock available for issuance under the Plan
from 1,900,000 to 2,300,000. The proposal was approved by the
shareholders, as 8,207,750 votes were cast for the proposal,
632,833 votes against the proposal and 40,147 votes abstained.
(iv) The shareholders were asked to approve the selection of Deloitte
& Touche LLP as the Company's independent auditors. The proposal
was approved by the shareholders, as 8,845,142 votes were cast
for the proposal, 9,221 votes against the proposal and 26,367
votes abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
27.1 Financial data schedule
(b) Reports filed on Form 8-K
--------------------------
On July 1, 1999, the Company filed the following current report on Form
8-K under Item 5, Other Events:
Date of Report Topics
- ---------------- -------------------------------------------------
June 28, 1999 Metro One Telecommunications Provides Preliminary
Second Quarter Outlook, Signs New Business
Contract with Nextel Communications
11
<PAGE>
SIGNATURE
---------
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.
Metro One Telecommunications, Inc.
----------------------------------
Registrant
Date: July 30, 1999
/s/ Stebbins B. Chandor, Jr.
-----------------------------------
Stebbins B. Chandor, Jr.
Senior Vice President
Chief Financial Officer
/s/ R. Tod Hutchinson
-------------------------------------
R. Tod Hutchinson
Vice President
Controller
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE-30-1999 AND THE RELATED STATEMENTS OF OPERATIONS FOR THE THREE
AND SIX MONTH PERIODS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 4,254 4,254
<SECURITIES> 900 900
<RECEIVABLES> 7,260 7,260
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 13,452 13,452
<PP&E> 39,266 39,266
<DEPRECIATION> 10,577 10,577
<TOTAL-ASSETS> 42,908 42,908
<CURRENT-LIABILITIES> 7,877 7,877
<BONDS> 4,273 4,273
0 0
0 0
<COMMON> 40,205 40,205
<OTHER-SE> (9,448) (9,448)
<TOTAL-LIABILITY-AND-EQUITY> 42,908 42,908
<SALES> 0 0
<TOTAL-REVENUES> 17,469 31,644
<CGS> 0 0
<TOTAL-COSTS> 17,277 30,766
<OTHER-EXPENSES> (41) (115)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 118 172
<INCOME-PRETAX> 115 821
<INCOME-TAX> 10 34
<INCOME-CONTINUING> 105 787
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 105 787
<EPS-BASIC> 0.01 0.07
<EPS-DILUTED> 0.01 0.07
</TABLE>
