<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, 2000
[ ] 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
(ISSUER'S TELEPHONE NUMBER)
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 AUGUST 10, 2000: 11,672,732
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 Income for
the three and six months ended June 30, 2000 and 1999 1
Condensed Balance Sheets as of
June 30, 2000 and December 31, 1999 2
Condensed Statements of Cash Flows for
the six months ended June 30, 2000 and 1999 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 9
Part II Other Information
-----------------------------------
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
STATEMENTS OF INCOME (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In thousands, except per share data)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------------- ----------------------------------
2000 1999 2000 1999
---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 36,589 $ 17,469 $ 66,300 $ 31,644
---------------- --------------- --------------- ---------------
Costs and expenses:
Direct operating 24,036 10,509 42,559 18,345
General and administrative 10,668 6,768 19,987 12,421
---------------- --------------- --------------- ---------------
34,704 17,277 62,546 30,766
---------------- --------------- --------------- ---------------
Income from operations 1,885 192 3,754 878
Other income (expense) 40 41 (59) 115
Interest expense and loan fees (727) (118) (1,335) (172)
---------------- --------------- --------------- ---------------
Income before income taxes 1,198 115 2,360 821
Income tax expense 42 10 83 34
---------------- --------------- --------------- ---------------
Net income $ 1,156 $ 105 $ 2,277 $ 787
================ =============== =============== ===============
Income per common share
Basic $ . 10 $ . 01 $ . 20 $ . 07
Diluted $ . 10 $ . 01 $ . 19 $ . 07
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
BALANCE SHEETS (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------ -----------------
(In thousands) 2000 1999
------------------ -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,991 $ 9,564
Short-term investments - 400
Accounts receivable 29,796 15,357
Prepaid costs and other current assets 1,115 985
------------------ -----------------
Total current assets 37,902 26,306
Furniture, fixtures and equipment, net 46,116 38,225
Other assets 1,633 944
------------------ -----------------
$ 85,651 $ 65,475
================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,753 $ 2,909
Accrued liabilities 2,910 2,390
Accrued payroll and related costs 5,535 3,839
Operating line of credit 5,700 -
Current portion of capital lease obligations 85 159
Current portion of long-term debt 7,470 5,259
------------------ -----------------
Total current liabilities 26,453 14,556
Capital lease obligations - 17
Long-term debt 22,959 18,923
------------------ -----------------
49,412 33,496
------------------ -----------------
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, 11,638 and 11,414 shares,
respectively, issued and outstanding 42,291 40,308
Accumulated deficit (6,052) (8,329)
------------------ -----------------
Shareholders' equity 36,239 31,979
------------------ -----------------
$ 85,651 $ 65,475
================== =================
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
(In thousands) 2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,277 $ 787
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 4,625 2,650
Loss on disposal of fixed assets 153 2
Changes in certain assets and liabilities:
Accounts receivable (14,439) 168
Prepaid expenses and other assets (848) (534)
Accounts payable, accrued liabilities
and payroll and related costs 4,060 570
----------- -----------
Net cash (used in) provided by operating activities (4,172) 3,643
----------- -----------
Cash flows from investing activities:
Capital expenditures (12,638) (11,299)
Maturities of short-term investments 400 607
----------- -----------
Net cash used in investing activities (12,238) (10,692)
----------- -----------
Cash flows from financing activities:
Payments on operating line of credit (1,300) (1,400)
Repayment of long term debt (2,745) (928)
Repayment of capital lease obligations (91) (160)
Proceeds from operating line of credit 7,000 -
Proceeds from issuance of long-term debt 8,992 6,000
Proceeds from exercise of common stock options 1,983 1,728
----------- -----------
Net cash provided by financing activities 13,839 5,240
----------- -----------
Net decrease in cash and cash equivalents (2,573) (1,809)
Cash and cash equivalents, beginning of period 9,564 6,063
----------- -----------
Cash and cash equivalents, end of period $ 6,991 $ 4,254
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (IN 000S, EXCEPT PER SHARE AMOUNTS,
UNAUDITED)
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying interim condensed financial statements have been prepared by
management of Metro One Telecommunications, Inc. (the "Company") without audit
and in conformity with accounting principles generally accepted in the United
States of America 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, 1999. 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. INCOME PER SHARE
Basic income per share is based on the weighted average of common shares
outstanding. Diluted income per share reflects the dilutive effect of stock
options outstanding. Net income for the calculation of both basic and diluted
income per share is the same for all periods.
A reconciliation of basic weighted average shares outstanding to diluted
weighted average shares outstanding is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
2000 1999 2000 1999
--------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average shares outstanding - Basic 11,581 11,394 11,538 11,372
Dilutive effect of stock options 279 630 390 638
--------- ------- ------- -------
Weighted average shares outstanding - Diluted 11,860 12,024 11,928 12,010
========= ======= ======= =======
</TABLE>
The amount of dilution attributable to the stock options, determined by the
treasury stock method, is dependent on the average market price of the Company's
common stock for each period.
3. COMMITMENTS AND CONTINGENCIES
From time to time, 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 such 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>
SIX MONTHS ENDED JUNE 30,
--------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
Cash paid for:
Interest $ 1,270 $ 129
Income taxes 51 42
</TABLE>
4
<PAGE>
METRO ONE TELECOMMUNICATIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (IN 000S, EXCEPT PER SHARE AMOUNTS,
UNAUDITED)
--------------------------------------------------------------------------------
5. INCOME TAXES
At December 31, 1999, the Company had approximately $15.4 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 six months ending June 30, 2000, 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 products or features, 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 and infrastructure investment activities, 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.
6. FUTURE ACCOUNTING CHANGES
In December of 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements". The effective date of the bulletin was delayed according to SAB
No. 101A and SAB No. 101B and will be effective for the Company's first
quarter of fiscal year 2001. Management believes this bulletin will not have
a significant impact on the Company's financial statements or results of
operations.
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 products or features, 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 and infrastructure investment activities, general economic conditions
and other factors.
OVERVIEW
The Company is a leading provider of enhanced telecommunications
services, including its EDA, and has significant contracts with six
different carriers to provide EDA and other services in numerous U.S.
metropolitan markets. The Company's recent operations have been characterized by
rapid call volume and revenue growth as well as growth in profits. Call volume
and revenues increased 122% and 109%, respectively, in the second quarter of
2000 from the second quarter of 1999, and profits grew to $1,156,000 from
$105,000. Call volume and revenues increased 125% and 110%, respectively in the
six months ending June 30, 2000 from the six months ending June 30,
1999 and profits grew to $2,277,000 from $787,000.
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 contracts with other
telecommunications companies. The Company has opened four new call centers in
the first six months of 2000 and anticipates that it will open additional call
centers, as needed, during 2000 and beyond to serve wireless and landline
customers. With its increasing size, the Company expects that costs
associated with opening each new call center will have a diminishing impact
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 on call
volumes. The Company expects that its average price per call will decrease in
2000 as increasing call volumes trigger volume-based pricing discounts. In
addition, as the Company enters into additional or new contracts, the average
price per call may decrease as the Company attempts to increase market share.
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.
6
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the items of
the Company's statements of income as a percentage of revenues.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Direct operating costs 65.7 60.2 64.2 58.6
General and administrative costs 29.2 38.7 30.1 39.2
----- ----- ----- -----
Income from operations 5.2 1.1 5.7 2.8
Other income (expense) 0.1 0.3 (0.1) 0.3
Interest expense and loan fees (2.0) (0.7) (2.0) (0.5)
----- ----- ----- -----
Income before income taxes 3.3 0.7 3.6 2.6
Income tax expense 0.1 0.1 0.1 0.1
----- ----- ----- -----
Net income 3.2 0.6 3.5 2.5
===== ===== ===== =====
</TABLE>
COMPARISON OF SECOND QUARTER OF 2000 TO SECOND QUARTER OF 1999
Revenues increased 109.5% to $36.6 million in the second quarter of
2000 from $17.5 million in the second quarter of 1999. Call volume grew to
nearly 70 million calls in the second quarter of 2000 from approximately 31
million calls during the second quarter of 1999. These increases were due
primarily to increased call volumes under existing contracts and additional
call volumes from new contracts.
Direct operating costs increased 128.7% to $24.0 million in the second
quarter of 2000 from $10.5 million in the second quarter of 1999. This increase
was primarily due to staffing and listings data costs associated with increased
call volumes. As a percentage of revenues, direct operating costs increased to
65.7% in the second quarter of 2000 from 60.2% in the second quarter of 1999.
This increase was due primarily to lower average per call pricing and
increased labor rates and associated costs due to a very tight labor market.
This increase was partially offset by operating efficiencies associated with
higher call volumes. Labor rates paid by the Company are intended to be
competitive in the markets where the Company operates. Labor rates in many of
these markets have been higher in recent periods due to the robust economy
and historically low unemployment rates, which are factors beyond the
Company's control. Management intends to do everything within its power to
maintain labor rates at reasonable levels going forward, however, it may need
to raise labor rates in the future in response to economic conditions beyond
its control.
General and administrative costs increased 57.6% to $10.7 million in
the second quarter of 2000 from $6.8 million in the second quarter of 1999. This
increase resulted primarily from additional costs necessary to support the
Company's increased base of call centers. As a percentage of revenues, general
and administrative costs decreased to 29.2% in the second quarter of 2000 from
38.7% in the second quarter of 1999. This decrease resulted primarily from
operating efficiencies associated with the expansion of the Company's national
network of call centers. Depreciation and amortization increased by 78.0% to
$2.3 million in the second quarter of 2000 from $1.3 million in the second
quarter of 1999 due primarily to equipment purchased for existing and new call
centers, for corporate-wide systems support equipment and research and
development activities.
Other income for the three months ended June 30, 2000 and 1999 was
$48,000 and $41,000, respectively and consisted primarily of interest income.
Interest expense and loan fees increased 516.1% to $727,000 in the
second quarter of 2000 from $118,000 in the second quarter of 1999. This
increase was attributable to an increase in average outstanding debt, during the
respective quarters, to $31.9 million from $4.8 million. This increase was
attributable to borrowings under an equipment financing facility used to finance
equipment purchased for existing and new call centers, for corporate systems
support equipment and research and development activities.
7
<PAGE>
Income tax expense for the three months ended June 30, 2000 was
$42,000, consisting primarily of state income taxes, for an effective tax rate
of approximately 3.5%. Income tax expense for the three months ended June 30,
1999 was $10,000, for an effective tax rate of approximately 8.7%. These rates
differ from the combined federal and state statutory rate of approximately 39%
due to the use of net operating loss carryforwards.
COMPARISON OF THE FIRST SIX MONTHS OF 2000 TO THE FIRST SIX MONTHS OF 1999
Revenues increased 109.5% to $66.3 million in the first six months of
2000 from $31.6 million in the first six months of 1999. Call volume grew to
over 126 million calls in the first six months of 2000 from approximately 56
million calls during the first six months of 1999. This increase was due
primarily to increased call volumes under existing contracts and additional call
volumes from new contracts.
Direct operating costs increased 132.0% to $42.6 million in the second
quarter of 2000 from $18.3 million in the second quarter of 1999. This increase
was primarily due to staffing and listings data costs associated with increased
call volumes. As a percentage of revenues, direct operating costs increased
to 65.7% in the first six months of 2000 from 60.2% in the first six months of
1999. This increase was due primarily to lower average per call pricing and
increased labor rates and associated costs due to a very tight labor market.
This increase was partially offset by operating efficiencies associated with
higher call volumes. Labor rates paid by the Company are intended to be
competitive in the markets where the Company operates. Labor rates in many of
these markets have been higher in recent periods due to the robust economy
and historically low unemployment rates, which are factors beyond the
Company's control. Management intends to do everything within its power to
maintain labor rates at reasonable levels going forward, however, it may need
to raise labor rates in the future in response to economic conditions beyond
its control.
General and administrative costs increased 60.9% to $20.0 million in
the first six months of 2000 from $12.4 million in the first six months of 1999.
This increase resulted primarily from additional costs necessary to support the
Company's increased base of call centers. As a percentage of revenues, general
and administrative costs decreased to 30.1% in the first six months of 2000 from
39.2% in the first six months of 1999. This decrease resulted primarily from
operating efficiencies associated with the expansion of the Company's national
network of call centers. Depreciation and amortization increased by 78.2% to
$4.3 million in the first six months of 2000 from $2.4 million in the first six
months of 1999 due primarily to equipment purchased for existing and new call
centers, and for corporate-wide systems support equipment and research and
development activities.
Other expense, net for the six months ended June 30, 2000 was $59,000
and consisted primarily of losses on the disposal of fixed assets offset by
interest income. Other income, net for the six months ended June 30, 1999 was
$115,000 and consisted primarily of interest income.
Interest expense and loan fees increased 676.2% to $1.3 million in the
first six months of 2000 from $172,000 in the first six months of 1999. This
increase was attributable to an increase in average debt outstanding to $28.8
million during the first six months of 2000 from 3.0 million during the first
six months of 1999.
Income tax expense for the six months ended June 30, 2000 was $83,000,
for an effective tax rate of approximately 3.5%. Income tax expense for the six
months ended June 30, 1999 was $34,000, for an effective tax rate of
approximately 4.1%. These rates differ from the combined federal and state
statutory rate of approximately 39% due to the use of net operating loss
carryforwards.
8
<PAGE>
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, 2000, the Company had
$7.0 million in cash and cash equivalents compared to $10.0 million at December
31, 1999, a decrease of $3.0 million. This decrease resulted primarily from cash
used in operating activities, the acquisition of capital equipment and the
repayment of debt, offset by proceeds from bank borrowings and from the exercise
of common stock options.
CASH FLOW FROM OPERATIONS. Net cash used in operations for the six
months ended June 30, 2000 was $4.2 million, resulting primarily from an
increase in accounts receivable offset by net income and the effect of non-cash
depreciation and amortization and an increase in accounts payable and accrued
expenses.
CASH FLOW FROM INVESTING ACTIVITIES. Cash used in investing activities
was $12.2 million for the six months ended June 30, 2000 and was primarily
related to capital expenditures for equipment purchased for existing and new
call centers, for corporate-wide systems support equipment and research and
development activities.
CASH FLOW FROM FINANCING ACTIVITIES. Net cash provided by financing
activities was $13.8 million for the six months ended June 30, 2000 resulting
from borrowings on the operating line of credit and the issuance of long-term
debt as well as the exercise of common stock options. Cash provided by financing
activities was offset by the repayment of debt and capital lease obligations.
As of June 30, 2000, the Company had $30.4 million in borrowings with
an equipment financing lender used to finance equipment purchases. This
borrowing bears interest at various fixed rates ranging from 8.77% to 10.09% and
is secured by the purchased equipment. As of the date of this filing, the
Company has additional borrowing capacity under available equipment financing
agreements of approximately $21 million. In addition, the Company has a $10.0
million operating line of credit with a bank with available borrowing
capacity of $2.3 million as of the date of this filing.
FUTURE CAPITAL NEEDS AND RESOURCES. The primary uses of capital are
expected to be related to equipment and facilities costs needed to build-out new
call centers and expand existing facilities, including initial operating
expenses. In addition, the Company expects to invest funds in upgrading and
expanding its corporate systems infrastructure in order to support its call
center network. Capital will also be used to pay principal and interest on
indebtedness. The Company anticipates that its capital expenditures will be
approximately $16 to $20 million in 2000, resulting primarily from projected
expansion and planned improvements. The level of capital spending will depend
on the magnitude of call volume increases and new business, if any. The
Company believes its existing cash and cash equivalents, credit facilities
and cash from operations will be sufficient to fund its operations for the
next twelve months.
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.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 8, 2000, 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 5, 2000, briefly described below:
(i) The shareholders were requested to elect the following individuals
to the Board of Directors:
Nominee For Withheld
------- --- --------
A. Jean De Grandpre' 8,718,948 24,055
William D. Rutherford 8,719,098 23,905
Timothy A. Timmins 8,618,006 124,997
James M. Usdan 8,719,098 23,905
All nominees were elected to the Board of Directors.
(ii) 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 8,716,988 votes were cast for the
proposal, 1,885 votes against the proposal and 24,130 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
There were no reports filed on Form 8-K during the quarter ended June
30, 2000.
10
<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: August 14, 2000
/s/ Duane C. Fromhart
----------------------------------
Duane C. Fromhart
Vice President, Finance
Principal Accounting Officer
11
