- ------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 4 TO
FORM 10-K
ON FORM 10K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997 COMMISSION FILE NUMBER 0-025842
EQUALNET HOLDING CORP.
A TEXAS IRS EMPLOYER
CORPORATION NO. 76-0457803
1250 WOOD BRANCH PARK DRIVE
HOUSTON, TEXAS 77079
Telephone Number 281/529-4600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock (common stock) held by non-affiliates
of registrant as of January 15, 1998
$6,660,968
Number of shares of registrant's common stock outstanding as of January 15, 1998
6,660,968
<PAGE>
EXPLANATORY NOTE
This form 10-K/A amends Items 8 and 14 of the Annual report on Form 10-K as
amended by Amendments No. 1, 2 and 3 to Annual Report on Form 10-K on 10-K/A, of
EqualNet Holding Corp. ("EqualNet" or the "Company") for the year ended June 30,
1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information required
to be filed under this Item are presented on pages 19 through 40 of this Annual
Report on Form 10-K, and are incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS INCLUDED IN THIS REPORT:
1. FINANCIAL STATEMENTS PAGE
Report of Independent Auditors
Consolidated Balance Sheets as of June 30, 1996
and 1997
Consolidated Statements of Operations for the years
ended June 30, 1995, 1996 and 1997
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1995, 1996 and 1997
Consolidated Statements of Cash Flows for the years ended
June 30, 1995, 1996 and 1997
Notes to Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
Schedule II-Valuation and Qualifying Accounts
(B) REPORTS ON FORM 8-K:
None.
(C) EXHIBITS:
Exhibits designated by the symbol * are filed with this Amendment No.4
to Annual Report on Form 10-K/A. All exhibits not so designated are
incorporated by reference to a prior filing as indicated.
Exhibits designated by the symbol ** are management contracts or
compensatory plans or arrangements that are required to be filed with
this report pursuant to this Item 14.
The Company undertakes to furnish to any shareholder so requesting a
copy of any of the following exhibits upon payment to the Company of the
reasonable costs incurred by the Company in furnishing any such exhibit.
EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33- 88742); filed on February
13, 1995).
3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (Registration No.
33-88742); filed on January 24, 1995).
2
<PAGE>
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-88742) filed March 2, 1995).
4.2 The Company's 10% Senior Subordinated Note due December 31, 1998, in the
principal amount of $3,000,000 (incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-3 (Registration No.
333-23427), filed March 31, 1997).
10.1 AT&T Billing Service Agreement between EqualNet and AT&T Communications,
Inc., as amended by letter agreement dated October 28, 1994, between
EqualNet and AT&T Corp. (incorporated by reference to Exhibit 10.2 to
the Registrant's Registration Statement on Form S- 1 (Registration No.
33-88742) filed on January 24, 1995).
10.2 **Form of Employment Agreement, by and between EqualNet and the persons
listed on the schedule attached thereto (incorporated by reference to
Exhibit 10.3 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-88742) filed on February 13,
1995).
10.3 Lease Agreement dated June 28, 1994, between EqualNet and Caroline
Partners, Ltd., as amended by First Amendment dated August 15, 1994, and
Second Amendment dated September 8, 1994 (incorporated by reference to
Exhibit 10.6 to Registrant's Registration Statement on Form S-1
(Registration No. 33-88742) filed on January 24, 1995).
10.4 **EqualNet Holding Corp. Stock Option and Restricted Stock Plan
(incorporated by reference to Exhibit 10.8 to Registrant's Annual Report
on Form 10-K for the year ended June 30, 1996, filed October 15, 1996).
10.5 EqualNet Corporation 401(k) Plan effective January 1, 1993, as amended
by the First Amendment to the Equal Net Communications, Inc. 401(k)
Plan, dated effective as of July 1, 1993, and First Amendment to the
Adoption Agreement dated effective as of June 2, 1994 (incorporated by
reference to Exhibit 10.8 to Registrant's Registration Statement on Form
S-1 (Registration No. 33-88742) filed January 24, 1995).
10.6 Interstate and International Carrier Transport Switch Services Agreement
dated effective August 1, 1994, by and between EqualNet and Sprint
Communications Company, L.P. ("Sprint"), as amended by the Amendment
dated effective August 1, 1994, between EqualNet and Sprint
(incorporated by reference to Exhibit 10.11 to Registrant's Registration
Statement on Form S-1(Registration No. 33-88742) filed January 24,
1995).
10.7 EqualNet Holding Corp. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.14 to Registrant's Annual Report on Form 10-K
for the year ended June 30, 1996, Filed October 15, 1996).
3
<PAGE>
10.8 **Promissory Note by Zane D. Russell in favor of EqualNet (incorporated
by reference to Exhibit 10.16 to Registrant's Registration Statement on
Form S-1 (Registration No. 33-88742) filed on January 24, 1995).
10.9 **Promissory Note by Marc R. Smith in favor of EqualNet (incorporated by
reference to Exhibit 10.17 to Registrant's Registration Statement on
Form S-1 (Registration No. 33-88742) filed January 24, 1995).
10.10 **Promissory Note by Byron A. Russell in favor of EqualNet (incorporated
by reference to Exhibit 10.18 to Registrant's Registration Statement on
Form S-1 (Registration No. 33-88742) filed January 24, 1995).
10.11 Loan Agreement dated March 10, 1995, between EqualNet Corporation and
EqualNet Holding Corp. (incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the period ended March
31, 1995).
10.12 Security Agreement dated March 10, 1995 by EqualNet Corporation in favor
of EqualNet Holding Corp. (incorporated by reference to Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995).
10.13 Note and Warrant Purchase Agreement, dated February 3, 1997, among the
Company , EqualNet Corporation , a Delaware corporation, and The Furst
Group, Inc., a New Jersey corporation. ( incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q, filed May
15, 1997)
10.14 Warrant for Purchase of Common Stock, issued February 11, 1997. (
incorporated by reference to Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q, filed May 15, 1997)
10.15 Security Agreement, dated February 11,1997, among the Company, its
subsidiaries and The Furst Group, Inc., a New Jersey corporation. (
incorporated by reference to Exhibit 10.3 to Registrant's Quarterly
Report on Form 10-Q, filed May 15, 1997)
10.16 Right in the Event of Change of Control, dated February 11, 1997. (
incorporated by reference to Exhibit 10.4 to Registrant's Quarterly
Report on Form 10-Q, filed May 15, 1997)
10.17 Financing agreement between Receivables Funding Corporation and EqualNet
Holding Corporation, dated June 18, 1997 ( incorporated by reference to
Exhibit 10.17 to Amendment 2 to the Registrant's Annual Report on Form
10-K for the year ended June 30, 1997, filed on October 28, 1997)
10.18 Carrier Agreement between AT & T and EqualNet Corporation, dated May 13,
1997 ( certain confidential portions of this exhibit have been omitted
pursuant to a request for confidential . treatment pursuant to Rule
246-2 under the Securities Exchange Act of 1934, incorporated by
reference to Exhibit 10.18 to Amendment 2 to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1997, filed on October
28, 1997)
4
<PAGE>
10.19 **Employment Agreement dated April 1, 1997 between Michael L. Hlinak and
the Company. (incorporated by reference to Exhibit 10.19 to Amendment 2
to the Registrant's Annual Report on Form 10-K for the year ended June
30, 1997, filed October 28, 1997)
21.1 List of Subsidiaries of EqualNet. (incorporated by reference to Exhibit
21.1 to Registrant's Annual Report on Form 10-K for the year ended June
30, 1997, filed September 28, 1997)
23.1 *Consent of Ernst & Young LLP.
27.1 Financial Data Schedule. (incorporated by reference to Exhibit 27.1 to
Registrant's Annual Report on Form 10-K for the year ended June 30,
1997, filed September 28, 1997)
5
<PAGE>
INDEX TO FINANCIAL STATEMENTS PAGE
Report of Independent Auditors
Consolidated Balance Sheets as of June 30, 1996 and 1997
Consolidated Statements of Operations for the years ended
June 30, 1995, 1996 and 1997
Consolidated Statements of Shareholders' Equity (Deficit)
for the years ended June 30, 1995, 1996 and 1997
Consolidated Statements of Cash Flows for the years ended
June 30, 1995, 1996 and 1997
Notes to Financial Statements
6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
EqualNet Holding Corp.
We have audited the accompanying consolidated balance sheets of EqualNet Holding
Corp. and subsidiaries as of June 30, 1996 and 1997, and the related
consolidated statements of operations, shareholders' equity(deficit), and cash
flows for each of the three years in the period ended June 30, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of EqualNet Holding
Corp. and subsidiaries at June 30, 1996 and 1997, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended June 30, 1997, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming EqualNet
Holding Corp. and subsidiaries will continue as a going concern. As more fully
described in Note 2, the Company has incurred recurring operating losses and has
a working capital deficiency. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
As discussed in Note 1, in fiscal 1997 the Company changed its method of
accounting for long- lived assets.
ERNST & YOUNG LLP
Houston, Texas
September 25, 1997
7
<PAGE>
EQUALNET HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
JUNE 30, JUNE 30,
1996 1997
------------ ------------
ASSETS
Current assets
Cash and equivalents ......................... $ 381,849 $ 828,478
Accounts receivable, net of allowance for
doubtful accounts of $3,284,886 at
June 30,1996 and $1,450,954 at June 30,
1997 14,372,858 9,048,961
Receivable from officers ..................... 28,367 28,367
Due from agents, net of allowances of
$1,000,000 at June 30, 1996 and $0 at
June 30, 1997 .............................. 1,640,808 2,907,922
Prepaid expenses and other ................... 582,052 285,516
Recoverable federal income taxes ............. 1,302,595 --
Deferred tax asset ........................... 696,868 --
------------ ------------
Total current assets ........................... 19,005,397 13,099,244
Property and equipment
Computer equipment ........................... 3,172,950 3,435,121
Office furniture and fixtures ................ 1,204,880 1,209,032
Leasehold improvements ....................... 1,174,510 1,174,777
------------ ------------
5,552,340 5,818,930
Accumulated depreciation and amortization .... (1,864,068) (3,028,768)
------------ ------------
3,688,272 2,790,162
Customer acquisition costs, net of
accumulated amortization of $5,379,338 at
June 30, 1996 and $13,050,667 at June 30,
1997.......................................... 9,019,774 1,262,939
Deferred tax asset ............................. 1,531,209 --
Other assets ................................... 1,273,240 1,027,507
Goodwill, net of accumulated
amortization of $46,020 ........................ -- 982,308
------------ ------------
Total assets ................................... $ 34,517,892 $ 19,162,160
============ ============
See accompanying notes.
8
<PAGE>
EQUALNET HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
JUNE 30, JUNE 30,
1996 1997
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable ............................. $ 2,057,092 $ 1,858,065
Accrued expenses ............................. 879,484 1,398,319
Accrued sales taxes .......................... 912,123 591,182
Brokerage commissions payable ................ 177,891 151,755
Payable to providers of long distance
services ................................... 7,116,916 7,977,531
Current maturities of capital lease
obligations .................................... 90,000 51,000
Notes payable to long distance provider ...... -- 1,183,059
Revolving line of credit ..................... 10,654,245 4,555,442
------------ ------------
Total current liabilities ...................... 21,887,751 17,766,353
Subordinated note payable ...................... -- 2,864,058
Long term obligations under capital leases ..... 45,000 --
Deferred rent .................................. 201,143 220,288
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock (non-voting), $.01 par value
Authorized shares - 1,000,000 at June 30,
1996 and 1997 Issued and outstanding
shares - 0 at June 30, 1996 and 1997 ....... -- --
Common stock, $.01 par value
Authorized shares - 20,000,000 at June 30,
1996 and 1997 Issued and outstanding shares
- 6,023,750 at June 30, 1996, and 6,173,750
at June 30, 1997 ........................... 60,237 61,738
Treasury stock at cost: 21,750 shares at
June 30, 1996 and June 30, 1997 ............ (104,881) (104,881)
Additional paid in capital ................... 19,942,428 20,390,927
Stock warrants ............................... -- 368,000
Deferred compensation ........................ (335,836) (245,829)
Retained deficit ............................. (7,177,950) (22,158,494)
------------ ------------
Total shareholders' equity (deficit) ........... 12,383,998 (1,688,539)
============ ============
Total liabilities and shareholders' equity
(deficit) ...................................... $ 34,517,892 $ 19,162,160
============ ============
See accompanying notes.
9
<PAGE>
EQUALNET HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JUNE 30,
--------------------------------------------
1995 1996 1997
------------ ------------ ------------
Sales .......................... $ 67,911,405 $ 78,354,858 $ 46,588,496
Cost of Sales .................. 54,655,313 61,807,113 34,481,128
------------ ------------ ------------
Gross Profit ................... 13,256,092 16,547,745 12,107,368
Selling, general and
administrative expenses ...... 8,936,102 13,719,573 12,453,814
Depreciation and amortization .. 1,355,832 5,933,890 5,999,898
Write down of assets ........... -- 6,882,661 4,400,000
------------ ------------ ------------
Operating income (loss) ........ 2,964,158 (9,988,379) (10,746,344)
Other income (expense)
Interest income ................ 498,280 55,546 3,685
Interest expense ............... (526,733) (679,745) (1,022,284)
Other expense .................. (64,403) (464,688) (870,290)
------------ ------------ ------------
(92,856) (1,088,887) (1,888,889)
Income (loss) before federal
income taxes ................. 2,871,302 (11,077,266) (12,635,233)
Provision (benefit) for federal
income taxes ................. 507,057 (2,659,853) 2,345,311
------------ ------------ ------------
Net income (loss) .............. $ 2,364,245 $ (8,417,413) $(14,980,544)
============ ============ ============
Net loss per share ............. $ (1.40) $ (2.46)
============ ============
Unaudited pro forma information
Pro forma adjustment for taxes . (612,751)
Pro forma net income ........... $ 1,751,494
============
Pro forma net income per share . $ 0.38
============
Weighted average number of
shares ....................... 4,618,043 6,017,332 6,096,932
============ ============ ============
See accompanying notes.
10
<PAGE>
EQUALNET HOLDING CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
EQUALNET EQUALNET EQUALNET ADDITIONAL
CORPORATION HOLDING CORP. HOLDING CORP. PAID-IN
COMMON STOCK COMMON STOCK TREASURY STOCK CAPITAL
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Balance, June 30, 1994 ........... $ 2,000 $ -- $ -- $ 34,907
Shareholder distributions ...... -- -- -- --
Net Income ($0.61 per share) ... -- -- -- --
Exchange of stock (2,000 shares
of EqualNet Corporation common
stock for 4,000,000 shares of
EqualNet Holding Corp. common
stock) ....................... (2,000) 40,000 -- (34,907)
Issuance of stock (1,810,000
shares) ...................... -- 18,100 -- 17,831,690
Issuance of stock (150,111
shares) ...................... -- 1,501 -- 1,534,145
Grant rights to 63,638 shares
of stock to key employees .... -- 636 -- 699,364
Amortization of deferred
compensation ................. -- -- -- --
--------------- --------------- --------------- ---------------
Balance, June 30, 1995 ........... -- 60,237 -- 20,065,199
Forfeiture of 18,182 shares
of stock granted to key
employees .................... -- -- (77,229) (122,771)
Forfeiture of 3,658 shares of
stock granted to key
employees for tax
withholdings payable ......... -- -- (27,652) --
Net Loss ($1.40 per share) ..... -- -- -- --
Amortization of deferred
compensation ................. -- -- -- --
--------------- --------------- --------------- ---------------
Balance, June 30, 1996 ........... -- 60,237 (104,881) 19,942,428
Net Loss ($1.40 per share) ..... -- -- -- --
Common stock and warrants
issued in acquisition ........ -- 1,501 -- 448,499
Stock warrants issued with
debt ......................... -- -- -- --
Amortization of deferred
compensation ................. -- -- -- --
--------------- --------------- --------------- ---------------
Balance, June 30, 1997 ........... $ -- $ 61,738 $ (104,881) $ 20,390,927
=============== =============== =============== ===============
<CAPTION>
RETAINED
DEFERRED EARNINGS
COMPENSATION WARRANTS (DEFICIT) TOTAL
--------------- --------------- --------------- ---------------
Balance, June 30, 1994 ........... $ -- $ -- $ 1,313,791 $ 1,350,698
Shareholder distributions ...... -- -- (2,435,480) (2,435,480)
Net Income ($0.61 per share) ... -- -- 2,364,245 2,364,245
Exchange of stock (2,000 shares
of EqualNet Corporation common
stock for 4,000,000 shares of
EqualNet Holding Corp. common
stock) ....................... -- -- (3,093) --
Issuance of stock (1,810,000
shares) ...................... -- -- -- 17,849,790
Issuance of stock (150,111
shares) ...................... -- -- -- 1,535,646
Grant rights to 63,638 shares
of stock to key employees .... (700,000) -- -- --
Amortization of deferred
compensation ................. 40,825 -- -- 40,825
--------------- --------------- --------------- ---------------
Balance, June 30, 1995 ........... (659,175) -- 1,239,463 20,705,724
Forfeiture of 18,182 shares
of stock granted to key
employees .................... 200,000 -- -- --
Forfeiture of 3,658 shares of
stock granted to key
employees for tax
withholdings payable ......... -- -- (27,652)
Net Loss ($1.40 per share) ..... -- -- (8,417,413) (8,417,413)
Amortization of deferred
compensation ................. 123,339 -- -- 123,339
--------------- --------------- --------------- ---------------
Balance, June 30, 1996 ........... (335,836) -- (7,177,950) 12,383,998
Net Loss ($1.40 per share) ..... -- -- (14,980,544) (14,980,544)
Common stock and warrants
issued in acquisition ........ -- 199,000 -- 649,000
Stock warrants issued with
debt ......................... -- 169,000 -- 169,000
Amortization of deferred
compensation ................. 90,007 -- -- 90,007
--------------- --------------- --------------- ---------------
Balance, June 30, 1997 ........... $ (245,829) $ 368,000 $ (22,158,494) $ (1,688,539)
=============== =============== =============== ===============
</TABLE>
See accompanying notes.
11
<PAGE>
EQUALNET HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
--------------------------------------------
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) .................... $ 2,364,245 $ (8,417,413) $(14,980,544)
Adjustments to reconcile net income
(loss) to cash provided by (used in)
operating activities:
Depreciation and amortization ...... 1,355,832 5,933,890 5,999,898
Provision for bad debt ............. 1,033,160 3,820,701 1,726,929
Provision for due from agents ...... -- 1,000,000 --
Provision (benefit) for deferred
income taxes ..................... (43,986) (3,486,686) 2,228,077
Loss on sale of assets ............. -- 1,508 341
Imputed interest on note payable ... -- -- 33,058
Compensation expense recognized
for common stock issue ........... 40,825 123,339 90,007
Write down of long term assets ..... -- 6,882,661 4,400,000
Credit from carrier ................ -- -- (1,200,000)
Change in operating assets and
liabilities:
Accounts receivable .............. (15,067,615) 2,068,102 3,596,968
Due from agents .................. -- (3,104,424) (1,765,853)
Prepaid expenses and other ....... (14,667) (519,802) 1,467,672
Other assets ..................... (268,160) (562,786) (479,207)
Accounts payable and accrued
liabilities ...................... 9,859,253 (4,911,888) 2,856,222
------------ ------------ ------------
Net cash provided by (used in)
operating activities ................. (741,113) (1,172,798) 3,973,568
INVESTING ACTIVITIES
Purchase of property and equipment ... (3,291,321) (4,404,531) (272,010)
Proceeds from certificates of deposit 300,000 -- --
Proceeds from notes receivable ....... 209,245 -- --
Proceeds from sale of equipment ...... -- 1,010 4,331
Purchase of customer accounts ........ (10,493,960) (8,468,472) (76,457)
------------ ------------ ------------
Net cash used in investing activities (13,276,036) (12,871,993) (344,136)
FINANCING ACTIVITIES
Proceeds from subordinated note
payable ............................ -- -- 3,000,000
Repayments on long term debt ......... (84,379) -- --
Proceeds from revolving line of credit 57,875,733 88,316,775 45,610,000
Repayments on revolving line of credit (57,329,188) (78,715,170) (51,708,803)
Proceeds from sale leaseback
transaction .......................... -- 1,434,144 --
Repayments on capital lease
obligations .......................... (63,000) (108,000) (84,000)
Proceeds from issuance of stock ...... 19,385,436 -- --
Shareholder distributions ............ (2,435,481) -- --
Acquisition of treasury stock ........ -- (27,652) --
------------ ------------ ------------
Net cash provided by (used in)
financing activities ................ 17,349,121 10,900,097 (3,182,803)
------------ ------------ ------------
Net increase (decrease) in cash and
equivalents ........................ 3,331,972 (3,144,694) 446,629
Cash and equivalents, beginning of
year ............................... 194,571 3,526,543 381,849
============ ============ ============
Cash and equivalents, end of year .... $ 3,526,543 $ 381,849 $ 828,478
============ ============ ============
</TABLE>
See accompanying notes.
12
<PAGE>
EQUALNET HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
EqualNet Communications, Inc. was incorporated in Texas on July 18,
1990. On November 28, 1994, the company changed its name from EqualNet
Communications, Inc. to EqualNet Corporation. Prior to its initial public
offering of common stock, the company formed EqualNet Holding Corp. (the
Company) as a newly organized holding company. Subsequent to the reorganization,
EqualNet Corporation became a wholly owned subsidiary of the Company. (See also
Note 12.)
The Company is a national long-distance telephone company contracting
primarily with AT&T Corp. ("AT&T") and Sprint Communications Company, L.P.
("Sprint"), through its contract with The Furst Group, a privately held reseller
of long-distance and other telecommunications services, (collectively the
"Carriers") to provide switching and long-haul transmissions of its traffic. The
Carriers bill the Company at contractual rates for the combined usage of the
Company's nationwide base of customers utilizing their network. The Company
bills its customers individually at rates established by the Company utilizing
the Company's own billing system.
A significant amount of the Company's business is acquired through
independent marketing agents. Substantially all of the agreements with these
independent marketing agents provide for the Company to charge a percentage, as
specified by the agreement, of overdue receivables (typically defined as
accounts delinquent in the payment of charges for more than 120 days after the
invoice date) on accounts placed by the independent marketing agents against
commissions otherwise payable to these independent marketing agents. In the
event the Company later collects on any account which was previously declared a
bad debt, the Company credits back to the independent marketing agent the amount
of commission previously deducted. Bad debt expenses charged against the agent
commissions due were $1,729,419, $2,536,883 and $30,156 in 1995, 1996, and 1997,
respectively. Customers placed by one independent marketing agent accounted for
approximately 40%, 28% and 23% of sales in 1995, 1996 and 1997, respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of EqualNet
Holding Corp. and all majority-owned subsidiaries. All significant intercompany
transactions have been eliminated. The Company's investments in associated
companies owned 20% or more (but not in excess of 50%) are accounted for using
the equity method.
PROPERTY AND EQUIPMENT
Computer equipment, office furniture and fixtures, and leasehold
improvements are carried at cost, less accumulated depreciation and
amortization. Depreciation and amortization are provided for by the straight-
line method over the estimated useful lives of the depreciable assets which
range from four to ten years. Leasehold improvements are amortized over the
shorter of their useful lives or the term of the lease.
CUSTOMER ACQUISITION COSTS
Customer acquisition costs represent the direct costs of an acquired
billing base of customer accounts and orders bought on an individual basis from
certain agents or telemarketers. These costs are amortized by applying the
Company's attrition rate associated with the acquired customers each month
against the unamortized balance of the previous month (declining balance method)
over a five-year period, switching to the straight-line method when the
straight-line method results in greater amortization. The Company's monthly
attrition rate used to amortize deferred acquisition costs was 3.0% for fiscal
year 1995. During fiscal year 1996, the attrition rate used to amortize customer
acquisition costs was 3% through March 31, 1996 and 5% thereafter. The attrition
rate used during fiscal year 1997 was 9%. The attrition rates used by the
Company in amortizing customer acquisition costs is an estimate
13
<PAGE>
of the attrition rate of the acquired customer bases, and actual attrition may
differ from the estimates used. The Company evaluates the attrition rate of the
acquired customer base each quarter and then adjusts the attrition rate as
necessary. The Company periodically evaluates the unamortized balance of
customer acquisition costs to determine whether there has been any impairment by
comparing the undiscounted future cash flows of the acquired customer base to
the net book value of the associated customer base. If it appears that an
impairment has been incurred, management will write the unamortized balance down
to its fair value.
During the years ended June 30, 1996 and 1997, the Company wrote off
$4.6 million and $4.4 million of customer acquisition costs as a result of
higher than expected attrition associated with those accounts.
PREPAID COMMISSIONS
During the year ended June 30, 1996, the Company modified the agreement
with one of its principal agents to reduce the commission rate the Company pays
to the agent on existing customers in exchange for $1.2 million from the
Company. The Company paid $710,000 in cash, with the remainder from the
transaction being utilized to offset advances due from the agent to the Company.
The prepaid commissions are amortized by applying the Company's attrition rate
associated with the underlying customers each month against the unamortized
balance of the previous month (declining balance method) over a three-year
period, switching to the straight-line method when the straight-line method
results in greater amortization.
CASH AND CASH EQUIVALENTS
Highly liquid investments with a maturity of three months or less are
considered cash equivalents.
GOODWILL
Goodwill represents the excess cost over the net assets of an acquired
business and is being amortized on a straight line basis over 10 years.
REVENUE RECOGNITION
Revenue is recognized in the month in which the Company's customers
complete the telephone call.
INCOME TAXES
The Company accounts for deferred income taxes using the liability
method. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable. The Company continuously
evaluates the credit worthiness of its customers' financial conditions and
generally does not require collateral. The Company's allowance for doubtful
accounts is based on current market conditions and management's expectations.
Write-offs of accounts receivable, net of recoveries, were $79,431, $2.46
million and $3.61 million for the years 1995, 1996, and 1997, respectively.
14
<PAGE>
EARNINGS PER SHARE
Earnings per share is computed by dividing net income for the period by
the weighted-average number of shares of common stock and dilutive common stock
equivalents outstanding for the period.
PRO FORMA EARNINGS PER SHARE
Pro forma earnings per share is based on pro forma earnings after giving
effect to a pro forma tax adjustment (See Note 3) applicable to common shares
and the average number of shares of common stock equivalents (stock grants)
outstanding.
TREASURY STOCK
Treasury stock is accounted for using the cost method. During 1996 two
employees terminated their employment with the Company which resulted in the
forfeiture of 18,182 shares which had been granted to them contingent upon
future service (See Note 13). As a result, $77,229 in deferred compensation is
recorded as the cost of these treasury shares. The cost of the treasury shares
was determined by the closing price per share of common stock on the date of
forfeiture which ranged from $3.84 to $5.88 per share. In addition, upon the
vesting of stock grants by certain employees, the employees elected to reduce
the number of shares received to satisfy federal income tax withholding
liabilities to be paid by the Company on the employee's behalf. The Company
received 3,568 treasury shares required to satisfy the liability based on the
market value of the exchanged shares on the date of the exchange, resulting in a
total increase in treasury stock of $27,652.
ACCOUNTING FOR EMPLOYEE STOCK BASED COMPENSATION
The Company accounts for employee stock based compensation in accordance
with APB Opinion 25 and expects to continue doing so.
NEW ACCOUNTING PRONOUNCEMENT
The FASB issued Statement No. 125, ACCOUNTING FOR TRANSFERS AND
SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENT OF LIABILITIES, which requires
an entity to recognize the financial and servicing assets it controls and the
liabilities it has incurred and to derecognize financial assets when control has
been surrendered in accordance with the criteria provided in the Statement. The
Company will apply the new rules prospectively to transactions beginning in the
first quarter of fiscal 1998. Based on the current circumstances, the Company
believes the application of the new rules will not have a material impact on the
financial statements.
In February 1997, the FASB issued Statement No. 128, EARNINGS PER SHARE,
which is required to be adopted by the Company in the second quarter of fiscal
1998. At that time, the Company will be required to change its method currently
used to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating primary earnings per share, the dilutive effect
of common stock equivalents will be excluded. The impact of Statement 128 on
primary and fully diluted net income (loss) per share is not expected to be
material.
In 1997, the FASB issued Statement No. 130, REPORTING COMPREHENSIVE
INCOME, and Statement No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION. These statements, which are effective for periods beginning
after December 15, 1997, expand and modify disclosures and, accordingly , will
have no impact on the Company's reported financial position, results of
operations, or cash flows.
ACCOUNTING CHANGES
In March 1995, the FASB issued Statement No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the asset's
carrying amount. Statement No. 12 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company adopted Statement No.
121 in the first quarter of
15
<PAGE>
fiscal 1997. Prior to the adoption of Statement 121, the Company determined any
impairment writedowns of long-lived assets in a manner generally consistent with
Statement No. 121. At the date of adoption, there was no impact to the financial
statements. The Company reviews its long-lived assets for impairment on a
quarterly basis.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of accounts receivable, accounts payable and other
payables approximate fair values due to the short term maturities of these
instruments. The carrying value of the Company's notes payable to a long
distance carrier and the revolving line of credit approximate fair value because
the rate on such debt is variable, based on the current market.
RECLASSIFICATION
Certain balances from the year ending June 30, 1996 have been
reclassified to be consistent with June 30, 1997 classifications.
2. LIQUIDITY AND WORKING CAPITAL DEFICIT
For the years ended June 30, 1996 and 1997 the Company reported pre-tax
losses of $11.1 million and $12.6 million, respectively. Declining revenues
beginning in the second quarter of fiscal year 1996 were attributable to a
number of internal and external factors. With the rapid growth of the Company,
provisioning time -- the time it takes the Company's primary underlying
long-distance carrier to activate new customers -- rose sharply, from
approximately 20 days to approximately 45 days. In addition, NetBase, the
Company's customer management system, was not equipped to handle the rapid
growth, leading to delays in providing the Company's customers with accurate
bills on a timely basis. This problem was compounded when the Company converted
to the NetBase Plus operating system ("NetBase Plus"), a new customer management
information system. After implementation, NetBase Plus was determined to have
inherent design flaws which resulted in further billing and provisioning
problems and the entire system was subsequently abandoned. These conditions
caused customer attrition rates to increase and, although the number of new
customers placed on the Company's service was increasing, actual revenues were
declining due to the higher than expected loss of existing customers. The
problems with the customer management systems also lead to difficulties in
assimilating and managing a substantial acquired customer base. The inability of
the Company to successfully transfer the acquired base into NetBase resulted in
difficulties in billing and servicing the customer accounts and a greater than
expected migration of the base to other long-distance providers. The higher than
expected attrition on the acquired customer base and other purchased customers
resulted in the impairment of the carrying value of the customer bases and the
Company recorded a $4.6 million and $4.4 million charge to earnings to reduce
the unamortized balance to its fair value during fiscal year 1996 and fiscal
year 1997, respectively. During fiscal year 1996, the Company also wrote off
approximately $2.2 million in capitalized software development costs associated
with the NetBase Plus system. The difficulties in billing and provisioning
accounts along with the shift by the Company to more purchased orders on which
the Company had full exposure to uncollectible accounts as compared to
commissioned orders whereby the agents shared in a substantial portion of the
risk on uncollectible accounts resulted in a substantial increase in bad debt
expense. The Company's collection efforts were also hindered by the failure of
NetBase Plus to produce some of the necessary information to allow for the most
effective method of collection. The Company therefore recorded an additional
charge to uncollectible receivables of $2.6 million in the third quarter of
fiscal year 1996. Selling, general and administrative costs also increased
substantially in 1996 as compared to 1995. The historical rapid growth and
management's expectations resulted in a structure designed for continued growth
with an increase in staffing, equipment and office space. The unanticipated
decline in revenues obscured by the lack of accurate and timely management
information due to the problems with NetBase Plus resulted in an inefficient
cost structure. In addition, substantial professional fees were incurred as the
Company aggressively pursued acquisition targets in early fiscal 1996 and other
professional fees increased due to cost associated with being a public company,
and costs associated with the negotiation of amendments to the line of credit
and the raising of additional capital.
16
<PAGE>
By December 31, 1995, the remaining funds from the initial public
offering had been expended, and, due to the operating losses sustained in the
second half of fiscal 1996 and all of fiscal 1997 and the declining revenue
base, the Company reached its maximum borrowing capacity under its revolving
line of credit facility. Additional sources of liquidity during this time period
have been an extension of payment terms from the Company's major suppliers,
although there can be no assurance that any such extensions will be granted in
the future. The Company also funded its operations during the year ended June
30, 1997 through advances under its revolving credit facility, a $3.0 million
infusion of capital from The Furst Group, Inc. ("Furst"), a privately held
reseller of long-distance and other telecommunications services, and through
operating cash flows. The Company's borrowing capacity under its credit facility
continued to decline as a result of operating losses, a decline in the revenue
base and the exclusion of certain receivables from the criteria of eligible
receivables. At current levels of operations and with a declining borrowing
base, the Company must seek additional capital and continued concessions from
its vendors and must continue to reduce expenses to bring them in line with
current levels of revenues.
At June 30, 1997 the Company was in default on certain loan covenants of
its credit agreement. The Company replaced the credit facility under which
borrowings at June 30, 1997 were outstanding with a new arrangement effective
July 7, 1997. The new agreement (see Note 4) bases borrowing capacity on a
percentage of the Company's outstanding receivables. The borrowings under the
new line were sufficient to retire the previous credit agreement and provide
some working capital; however, the amount available under the new agreement does
not generate sufficient capital to satisfy the Company's current liquidity
needs.
On September 25, 1997, the Company announced that it was in discussion
with The Willis Group, LLC, a privately held investment partnership relating to
a possible transaction or series of transactions in which the Company might
ultimately acquire certain assets of a switch-based provider of
telecommunications services and to announce that its previously announced merger
with another telecommunications company has been terminated. On September 24,
1997, the court approved a plan presented by The Willis Group to purchase the
switch-based assets of Total National Telecommunications, an operating
subsidiary of Total World Telecommunications which is currently under Chapter 7
protection of the United States Bankruptcy Code. As part of these discussions,
The Willis Group is considering an equity contribution to the Company for
approximately $5 to $10 million in a combination of stock and convertible debt.
Upon successful completion of the capital infusion by The Willis Group and the
successful purchase of Total National Telecommunications' assets from The Willis
Group, the Company would become a switch-based provider of long distance
telecommunications services. While the Company believes the potential
transactions with The Willis Group can recapitalize the Company, there is
currently no assurance such transaction will occur. In the event the proposed
recapitalization does not occur, the Company will continue to pursue options
including seeking additional capital and/or an alliance with a strategic
partner. In the event no strategic alliance is accomplished, the Company may be
required to seek protection under the United States bankruptcy laws. The
conditions noted above raise substantial doubt about the Company's ability to
continue as a going concern.
3. PRO FORMA INFORMATION (UNAUDITED)
As described in Note 5, the Company in 1992 elected to be treated as an
S corporation for federal income tax purposes. Prior to its initial public
offering, as discussed in Note 12, the Company terminated its status as an S
corporation. The pro forma tax provision has been calculated as if the Company's
taxable results were taxable as a C corporation under the Internal Revenue Code
for the period ended March 7, 1995, calculated in conformity with Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes" (FAS
109) at an effective tax rate of 39%. Under the provisions of FAS 109, deferred
tax assets or liabilities are recorded for the estimated future tax effects
attributable to temporary differences between the bases of assets and
liabilities recorded for financial and tax reporting purposes. Assuming the
change in its tax status occurred July 1, 1992, the Company would have recorded
additional income tax expense of $612,751 in 1995.
4. DEBT
At June 30, 1997, the Company had a $7,500,000 revolving line of credit
with a bank which expired July 1, 1997. Interest on the outstanding balance was
prime plus 6% (14.5% at June 30, 1997). The maximum borrowings under the
revolving line of credit were subject to borrowing base limitations as defined
in the agreement. There was
17
<PAGE>
$189,365 available to be borrowed against the line of credit at June 30, 1997.
The line of credit was secured by the accounts receivable of the Company. The
revolving line of credit required the Company to meet certain restrictive
covenants including tangible net worth and debt to equity requirements. The
Company was not in compliance with the covenants at June 30, 1997. Additionally,
the agreement limited the Company's ability to make dividend payments.
The Company replaced the revolving line of credit under which borrowings
at June 30, 1997 were outstanding with a new arrangement effective June 18, 1997
and which funded July 7, 1997. The new agreement is essentially a receivable
factoring arrangement which bases borrowing capacity on a percentage of the
Company's outstanding receivables up to a maximum allowable amount of $8,000,000
and allows for the lender to cease funding of new receivables without prior
written notice at the lenders option. Interest on the outstanding balance is
prime plus 4.5% per annum.
Effective February 3, 1997, the Company executed an agreement with
Furst, pursuant to which Furst has loaned the Company $3 million at an annual
interest rate of 10%, maturing December 31, 1998. In addition, the Company has
issued stock purchase warrants to Furst, exercisable for an aggregate of
1,500,000 shares of Common Stock at a purchase price of $2.00 per share, subject
to adjustment in certain events (including (i) changes in the capitalization of
the Company, (ii) the cessation of Zane Russell and Michael L. Hlinak to serve
as Executive Officers of the Company and (iii) the failure of the Company to
satisfy the quantitative continued listing requirements of the Nasdaq National
Market or suspension or delisting of the Company from trading on that market).
The warrants expire on December 31, 1999. In connection with this transaction,
the Company began purchasing telecommunications services, effective November 1,
1996, under Furst's contract with Sprint Communications Company, L..P. at costs
less than what the Company had been paying.
At June 30, 1997, the Company has two notes payable with a long-distance
carrier for past long distance services provided by the carrier which were
converted from trade payables. The notes with original principal of $1,066,603
and $649,987 bear interest at 17% and 12%, mature on February 5, 1998 and August
15, 1997, respectively, and are payable in equal monthly installments until
maturity.
At June 30, 1996, the Company had a $12,500,000 revolving line of credit
with a bank which would have expired December 1, 1997. Interest on the
outstanding balance was prime plus 3% (11.25% at June 30, 1996). The maximum
borrowings under the revolving line of credit were subject to borrowing base
limitations as defined in the agreement. The line of credit was secured by the
accounts receivable of the Company. The revolving line of credit required the
Company to meet certain restrictive covenants including tangible net worth and
debt to equity requirements.
Interest paid by the Company during the years ended June 30, 1995, 1996
and 1997, totaled $526,723 $573,721, and $946,665, respectively.
5. FEDERAL INCOME TAXES
From inception to June 30, 1992, the Company was organized as a C corporation
for federal income tax purposes. Effective July 1, 1992, the Company elected S
corporation status and operated as such through March 7, 1995. Accordingly, all
federal income tax liabilities related to income generated by the Company during
that time were borne by the individual shareholders, and no provision for
federal income taxes was recorded by the Company. As a result of the S
corporation election, the deferred federal income tax account as of June 30,
1992, was reclassified to additional paid-in capital during fiscal year 1993.
Prior to its initial public offering, as discussed in Note 10, the Company
terminated its S corporation status. A separate presentation in the accompanying
consolidated statements of income shows a provision for income taxes and net
income for the period ending March 7, 1995 as if all of the Company's operations
had been subject to income taxes for the entire period, and assuming an
effective tax rate of 39%.
18
<PAGE>
The following disclosures relate to balances and activity for the fiscal years
ending June 30, 1996 and 1997.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:
June 30, June 30,
1996 1997
----------- -----------
Deferred tax liabilities:
Cash to accrual differences ................. $ (392,500) $ (196,250)
Other, net .................................. (45,172) (62,256)
----------- -----------
Total deferred tax liabilities ................... (437,672) (258,506)
Deferred tax assets:
Amortization of deferred acquisition costs .. 2,425,065 4,769,258
Bad debt allowance .......................... 1,274,536 562,970
Accrued liabilities ......................... 172,134 390,534
Net operating loss carryforward ............. 236,803 2,922,038
Other ....................................... 104,910 258,641
----------- -----------
Total deferred tax assets ........................ 4,213,448 8,903,441
Valuation allowance .............................. (1,547,699) (8,644,935)
----------- -----------
Net deferred tax assets .......................... $ 2,228,077 $ 0
=========== ===========
The Company recorded a valuation allowance amounting to the entire net deferred
tax asset balance at June 30, 1997 due to recent operating losses which give
rise to uncertainty as to whether the deferred tax asset is realizable.
The Company has a net operating loss carryforward of $7.5 million which is
available to offset future taxable income through the year 2012. Any future
capital contribution which results in a change in control may restrict the
Company's ability to utilize the net operating loss carry forwards.
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<PAGE>
The differences between income taxes computed at the federal statutory income
tax rate and the provision for income taxes for the years ended June 30, 1996
and 1997 are as follows:
1996 1997
----------- -----------
Income tax benefit computed at
the federal statutory rate ............. $(3,766,270) $(4,295,979)
State income tax benefit ................. (443,841) (518,532)
Valuation allowances ..................... 1,547,699 7,097,236
Other .................................... 2,559 62,586
----------- -----------
Provision (benefit) for
federal income taxes ................... $(2,659,853) $ 2,345,311
=========== ===========
The provision (benefit) for income taxes for the years ended June 30, 1996
and 1997 consisted of the following:
1996 1997
----------- ----------
Current
Federal ............................. $ (476,612) $ 29,275
State ............................... 850 87,959
----------- ----------
(475,762) 117,234
Deferred:
Federal ............................. (1,914,217) 1,952,439
State ............................... (269,874) 275,638
----------- ----------
(2,184,091) 2,228,077
Provision (benefit) for
federal income taxes ................. $(2,659,853) $2,345,311
=========== ==========
Taxes paid during the fiscal years ended June 30, 1995, 1996 and 1997 totaled
$22,595, $1,355,296 and $87,959, respectively.
6. COMMITMENTS AND CONTINGENCIES
COMMITMENTS WITH PROVIDERS
At June 30, 1997 the Company had an agreement with AT&T which expires in
April 2000. At expiration or any time prior, the Company can negotiate with AT&T
for the renewal of all material aspects of the present agreement with AT&T. In
the event that this is not possible, the Company may be able to negotiate
equally beneficial terms with other major telecommunications companies. Should
neither of these alternatives be possible, there could be materially adverse
implications for the Company's financial position and operations. Management's
experience has been to renegotiate the multi-year agreement every six months,
and management believes the Company will be able to continue to renegotiate the
agreement.
The agreement covers the pricing of the services and establishes minimum
semi-annual revenue commitments ("MSARCs") which must be met to receive the
contractual price and to avoid shortfall penalties. The commitment with AT&T is
segregated into components differentiated by the type of traffic. At June 30,
1997, the Company had not yet reached the completion of the term of the first
MSARC; however, the Company was $476,540 below the cumulative pro rata monthly
commitment. Should the Company continue at similar revenue levels, it would be
in a shortfall at the end of the first MSARC period in October 1997.
Historically, the Company has been able to negotiate a settlement with the
carrier which has resulted in no penalty being incurred by the Company and no
amount has been accrued in the financial statements. No assurances can be made
that the Company will be able to reach similar favorable settlements with the
carrier should it continue to fail to meet its commitment.
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<PAGE>
Total future minimum usage commitments to AT&T at June 30, 1997 are as follows:
YEAR ENDING JUNE 30,
1998 $18,666,666
1999 20,000,000
2000 16,666,667
--------------
$55,333,333
If the contract with AT&T is terminated prior to the expiration of the full
term, either by the Company or by AT&T for non-payment, the Company will be
liable for the total amount of the unsatisfied MSARC for the period in which the
discontinuance occurs and for 100% of the MSARCs for each semi-annual period
remaining in the contract tariff term. In addition, if the Company does not meet
the first MSARC, it will be required to refund $398,375 in credits issued the
Company by AT&T.
REGULATORY APPROVAL
The Company's intrastate long-distance telecommunications operations are
subject to various state laws and regulations, including prior certification,
notification or registration requirements. The Company must generally obtain and
maintain certificates of public convenience and necessity from regulatory
authorities in most states in which it offers service. The Company is presently
responding to consumer protection inquiries from eleven states. The inquiries do
not state specific damage amounts and the potential liability, if any, is not
determinable. Management believes these inquiries will be resolved
satisfactorily, although settlement offers may be made or accepted in instances
in which it is determined to be cost effective. At June 30, 1996, the Company
made an initial accrual of approximately $250,000 for the anticipated settlement
of such claims based on preliminary settlement negotiations with the State
Attorneys General. In 1997, the Attorneys General of these eleven states
demanded a settlement payment in the total amount of $500,000. The Company has
proposed a settlement with the State Attorneys General which would allow for
this settlment payment to be paid over several years due to the Company's
financial condition. It is management's best estimate, based on consultation
with Company counsel, that some settlement can be reached allowing the company
to make payments over an extended period of time. Therefore, the Company has
increased the accrual for these settlements from the $250,OOO at June 30, 1996
to $390,000 at June 30, 1997 resulting in an additional expense in fiscal 1997
of approximately $140,000. The accrual at June 30, 1997 is based on the present
value of the proposed settlement demand with payments extended over a three year
period. The litigation accruals made in 1996 and 1997 include minimal legal
expenses to settle the claims as the Company utilizes in-house legal counsel in
resolving these matters. No assurances can be made however, that the inquiries
can be settled for amounts within the current amount accrued or that additional
states will not begin inquiries or that the current accrual will be sufficient
to provide for existing or future settlements. Failure to resolve inquiries
satisfactorily or reach a settlement with the regulatory agencies could, in the
extreme, result in the inability of the Company to provide long distance service
in the jurisdiction requiring regulatory certification. Any failure to maintain
proper certification could have a material adverse effect on the Company's
business.
CAPITAL LEASES
During 1995, the Company entered into long-term lease agreements for the
purchase of equipment and furniture. The leases were capitalized and the related
obligations were recorded in the accompanying financial statements based on the
present value of future minimum lease payments. The gross balance of assets
included in property and equipment at June 30, 1996 and 1997 is $306,000.
Accumulated depreciation associated with these assets at June 30, 1996 and 1997
was $172,000, and $255,000 respectively. Depreciation on these assets is
included in depreciation and amortization expense. Future minimum lease payments
related to capital lease obligations are as follows:
Year ended June 30, 1998 53,678
--------
Total minimum lease payments 53,678
Less amounts representing interest
(9.4% to 17.0% rate) (2,678)
--------
Present value of future minimum
lease payments 51,000
Less current maturities of capital
lease obligations 51,000
--------
Long-term obligations under capital
leases $ 0
========
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<PAGE>
OPERATING LEASES
The Company leases certain equipment and office space under operating leases
that expire over the next nine years. Rental expense under operating leases was
$695,166, $1,715,636, and $2,137,857 in 1995, 1996 and 1997, respectively.
Future minimum lease payments under noncancelable operating leases are as
follows:
YEAR ENDED JUNE 30,
--------------------
1998 $1,960,554
1999 1,297,899
2000 692,932
2001 662,550
2002 662,550
Thereafter 1,719,004
----------
$6,995,489
==========
The Company has entered into several agreements for the sale and leaseback of
certain computer equipment and office furniture. The Company has purchase and
lease renewal options at projected future fair market values under the
agreements. The leases are classified as operating leases in accordance with the
FASB Statement No. 13 - "Accounting for Leases". The leases have thirty-six
month terms and the future minimum lease payments are included in the table
above. Lease payments on these transactions average $477,000 annually.
7. WRITE DOWN OF ASSETS
The Company wrote down assets during the year ended June 30, 1996 and
1997, totaling $6.9 million and $4.8 million, respectively. Included in the
write downs were $4.6 million and $4.4 million non-cash charges in fiscal 1996
and 1997, respectively, to reduce the carrying value of acquired customer bases
(customer acquisition costs) to the present value of the expected future cash
flows associated with the underlying customer accounts and a $2.2 million
non-cash charge in fiscal 1996 to eliminate capitalized software development
costs associated with the NetBase Plus system. The write down of deferred
acquisition costs was necessitated by continued greater than expected turnover
of acquired customer bases which resulted from difficulties in billing and
servicing the Company's customer accounts.
In 1995 the Company began development of a new customer management
information system, the NetBase Plus operating system ("NetBase Plus"). In the
second quarter of fiscal year 1996, the Company implemented NetBase Plus. After
implementation, NetBase Plus was determined to have inherent design flaws which
resulted in inefficient operation and the entire system was subsequently
abandoned. The Company reverted from NetBase Plus to an improved form of
NetBase, the Company's original customer management information system, in April
1996. As a result, the Company wrote off approximately $2.2 million in
capitalized software development costs associated with the NetBase Plus system
in fiscal year 1996.
8. INTANGIBLE ASSETS
On November 12, 1996, the Company purchased certain assets of Creative
Communications International, Inc., a Texas-based debit card company, for
150,000 shares of EqualNet Holding Corp. common stock, $.01 par value per share
("Common Stock"), a warrant to purchase 100,000 shares of Common Stock, and the
assumption of certain liabilities totaling $379,328. The total purchase
consideration was $1 million. The warrant issued in this transaction was
outstanding at March 31, 1997 and allows the holder to purchase an aggregate of
100,000 shares of Common Stock at a price of $7.50 per share. The warrant
expires on November 1, 2001. Substantially all of the purchase price was
recorded as goodwill and is being amortized over ten years using the straight
line method of amortization. The acquisition was accounted for as a purchase and
the operations of Creative Communications, Inc. is included in the operations of
the Company from the date of acquisition. The pro forma effect of the
acquisition on the prior and current year is not material.
22
<PAGE>
9. EMPLOYMENT AGREEMENT
The Company has employment agreements with its president and chief operating
officer. The agreements include certain conditions of employment including a
covenant not to compete should they terminate employment with the Company.
10. SAVINGS PLAN
The Company sponsors a 401(k) Plan (the "Plan") which became effective
January 1, 1993. The Plan is open to all employees over the age of 21. To become
eligible, an employee must have been employed on the effective date or must
complete six consecutive months of employment. The Plan gives the Company the
option to determine the amount they will contribute each year. The Company
currently matches 50% of the first 6% contributed by the participants.
Contributions were made to the Plan in the amount of $46,217, $81,597 and
$63,061 for the years ended June 30, 1995, 1996 and 1997, respectively.
11. RELATED PARTY TRANSACTIONS
During the year ended June 30, 1996, the Company entered into a joint venture
with MetroLink, Inc., an Illinois Corporation ("MetroLink"), the purpose of
which was to market and sell wholesale long-distance services to the Company and
other long-distance resellers. The joint venture, Unified Network Services, LLC
("UNS"), is owned 49% by EqualNet Wholesale Services, Inc., a Delaware
Corporation and wholly owned subsidiary of the Company, 25% by MetroLink, 25% by
MediaNet, Inc., an Illinois Corporation and wholly owned subsidiary of
MetroLink, and 1% by EqualNet Corporation. The Company utilized the services of
UNS during fiscal years 1996 and 1997 to provide wholesale long-distance for
resale and had accounts payable, net of advances, to UNS at June 30, 1996 and
1997 of $24,757 and $644,301, respectively.
The Company utilizes the marketing services of a marketing company managed
and directed by the brother-in-law of one of the principal shareholders of the
Company. The Company paid commissions to the marketing company of $152,687,
$75,388 and $6,223 in 1995, 1996, and 1997, respectively. Advances due the
Company from the marketing company were $64,735, $43,015 and $0 at June 30,
1995, 1996 and 1997, respectively.
12. INITIAL PUBLIC OFFERING
The Company completed an initial public offering of 1,960,000 shares of its
common stock (the Offering) in March 1995. The Company used a portion of the net
proceeds from the Offering to repay amounts outstanding under the Company's
principal credit facility, pay various accounts payable and accrued expenses,
fund a dividend payable to its existing shareholders, fund acquisitions of
customer accounts and of other resellers, and for working capital and general
corporate purposes.
In April 1995, the underwriters exercised an over-allotment option and
purchased 150,111 shares of Common Stock from the Company at the original issue
price of $11 per share less the underwriting discount of $0.77 per share. Net
proceeds to the Company totaled $1,535,646.
Prior to the Offering, the Company terminated its S-Corporation status and
formed EqualNet Holding Corp. as a newly organized holding company. Each
shareholder of EqualNet Corporation contributed each share of common stock in
EqualNet Corporation to the Company in exchange for 2,000 shares of common stock
in the Company. Subsequent to the reorganization, EqualNet Corporation became a
wholly owned subsidiary of the Company. The authorized capital stock of the
Company consists of 20 million shares of Common Stock and 1,000,000 shares of
Preferred Stock.
23
<PAGE>
STOCK PURCHASE PLAN
During 1995, the Company adopted the EqualNet Holding Corp. Employee Stock
Purchase Plan (the Stock Purchase Plan) in which substantially all employees are
eligible to participate. The Stock Purchase Plan provides eligible employees of
the Company and its subsidiaries an opportunity to purchase shares of Common
Stock through after-tax payroll deductions. The Company will match contributions
in an amount equal to 15% of each participant's contribution. The Stock Purchase
Plan is administered by an independent administrator which purchases shares of
Common Stock on the open market with the amounts contributed by the participants
and the matching contributions made by the Company. The Stock Purchase Plan was
implemented during fiscal year 1996 and the Company contributed $4,653 and
$13,704 on behalf of employees toward the purchase of Company stock during the
years ended June 30, 1996 and 1997, respectively.
STOCK OPTION AND RESTRICTED STOCK PLAN
During 1995, the Company adopted the EqualNet Holding Corp. Stock Option and
Restricted Stock Plan (the 1995 Plan). The 1995 Plan is designed to provide
certain full-time key employees, including officers and directors of the
Company, with additional incentives to promote the success of the Company's
business and to enhance the ability to attract and retain the services of
qualified persons. The 1995 Plan is administered by a committee of no less than
two persons (the Committee) appointed by the Board of Directors. Committee
members cannot be employees of the Company and must not have been eligible to
participate under the 1995 Plan for a period of at least one year prior to being
appointed to the committee. Under the 1995 Plan, the Committee may grant
restricted stock awards or options to purchase up to an aggregate of 800,000
shares of Common Stock. The exercise price of an option granted pursuant to the
1995 Plan is determined by the Committee on the date the option is granted. In
the case of a grant to an employee who owns ten percent or more of the
outstanding shares of Common Stock (a 10% Shareholder), the exercise price of
each option under the 1995 Plan may not be less than 110% of the fair market
value of the Common Stock on the date of the grant. No option may be granted
under the 1995 Plan for a period of more than ten years. In the case of a 10%
Shareholder, no option may be granted for a period of more than five years.
Options under the 1995 Plan are considered non-incentive stock options when the
aggregate fair market value of the stock with respect to which the options are
exercisable for the first time by the option holder in any calendar year, under
the 1995 Plan or any other incentive stock option plan of the Company, exceeds
$100,000. Under the 1995 Plan, the Committee may issue shares of restricted
stock to employees for no payment by the employee or for a payment below the
fair market value on the date of grant. The restricted stock is subject to
certain restrictions described in the 1995 Plan, with no restrictions continuing
for more than five years from the date of the award. The 1995 Plan may be
amended by the Board of Directors without any requirement of shareholder
approval, except as required by Rule 16b-3 under the Securities Exchange Act of
1934 and the incentive option rules of the Internal Revenue Code of 1986. The
Company granted restricted stock awards for 63,638 shares of Common Stock having
an aggregate fair market value, based on the per share price of the Common Stock
at the measurement date, March 14, 1995, of $700,000 to certain key employees,
none of whom is a director or executive officer of the Company. These employees
will not be required to make any payment for these restricted stock awards,
which vest over five years in 20% increments. Restrictions on transfer and
forfeiture provisions upon termination of employment will apply to the
restricted stock covered by the awards for a period of five years, after which
time the restrictions will lapse and the stock will be owned by the employees
free of further restrictions under the 1995 Plan. Two employees terminated
employment during fiscal year 1996 resulting in the forfeiture of restricted
stock awards totaling 18,182 shares of Common Stock. These shares were held in
treasury at June 30, 1997.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The shareholders approved on November 28, 1995, the adoption of the Non-Employee
Director Stock Option Plan (the "Director Option Plan"). The Director Option
Plan is designed to attract and retain the services of experienced and
knowledgeable non-employee directors of the Company and to provide an incentive
for such directors to increase their proprietary interest in the Company and in
the Company's long-term success and progress. The Director Option Plan is
administered by the Board of Directors and an aggregate of 250,000 shares of
Common Stock have been authorized and reserved for issuance to non-employee
directors. The aggregate number of shares
24
<PAGE>
of Common Stock for which options may be granted under the Director Option Plan
may be adjusted based on certain anti-dilution provisions contained in the
Director Option Plan. On the date of election, any new non-employee director
will be granted an option to purchase 5,000 shares of Common Stock at the fair
market value of such stock on the date that the option is granted. Each stock
option granted to a non-employee director will have a ten-year term, one-third
of which will become vested and exercisable on the first, second and third
anniversary of the date of grant, assuming continued service on the Board of
Directors. On the date following each annual meeting of shareholders, each
current non-employee director will be granted an option to purchase 1,000 shares
of Common Stock at the fair market value of such stock on the date of grant with
such annual grants becoming exercisable on the six month anniversary of the date
of grant. All options granted under the Director Option Plan are non-qualified
stock options and may not be repriced. No awards may be granted under the
Director Option Plan after May 8, 2005, or such earlier date as determined by
the Board of Directors. The Director Option Plan may be amended by the Board of
Directors without any requirement of shareholder approval, except as required by
Rule 16b-3 under the Securities Exchange Act of 1934 and the incentive stock
option provisions of the Internal Revenue Code of 1986, and except that no
amendment may be made more than once every six months that would change the
amount, price or timing of grants under the Director Option Plan.
There are currently two non-employee directors eligible to participate in the
Director Option Plan. Options to purchase 5,000 shares of common stock awarded
May 9, 1995 with an exercise price of $14 3/4, 1,000 shares of common stock
awarded November 29, 1995, with an exercise price of $17 7/8 per share, 5,000
options to purchase shares of common stock awarded November 30, 1995, with an
exercise price of $18 1/2 per share and options to purchase 2,000 shares of
common stock awarded November 27, 1996 with an exercise price of $2 3/16 are
still outstanding at June 30, 1997.
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related Interpretations
in accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," requires use of option valuation
models that were not developed for use in valuing employee stock options. Under
APB 25, because the exercise price of the Company's employee stock options is
greater than or equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is required by
Statement 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for fiscal
1996 and 1997: risk-free interest rate of 6%; no dividend yield; volatility
factors of the expected market price of the Company's common stock of 2.3; and a
weighted-average expected life of the option of 10 years.
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:
1996 1997
-----------------------------------------
Pro forma net income (loss) $(8,417,413) $(15,583,461)
Pro forma earnings (loss) per
share $ (1.40) $ (2.56)
25
<PAGE>
A summary of the Company's stock option activity, and related information for
the years ended June 30 follows:
<TABLE>
<CAPTION>
1995 1996 1997
------------------------- --------------------------- ---------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
-------- -------------- -------- -------------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding-beginning
of year ............. -- -- 10,000 $ 14.75 11,000 $ 16.74
Granted ............. 10,000 $ 14.75 7,000 18.32 538,000 3.31
Exercised ........... -- -- -- -- -- --
Forfeited ........... -- -- (6,000) 15.27 (23,000) 3.87
Outstanding- end
of year ............. 10,000 $ 14.75 11,000 $ 16.74 526,000 $ 3.57
======== ============== ======== ============== ======== ==============
Exercisable at
end of year ......... -- -- 2,667 $ 15.92 3,333 $ 16.63
Weighted-Average
fair value of
options granted
during the year ..... $ 14.75 -- $ 18.32 -- -- $ 2.73
</TABLE>
- -------------------------------------------------------------------------------
Exercise prices for options outstanding under the Stock Option and Restricted
Stock Option Plan (513,000 shares) as of June 30, 1997 ranged from $2.19 to
$4.25. The weighted-average remaining contractual life of those options is 9
years.
14. INTERIM FINANCIAL DATA (UNAUDITED)
Selected quarterly financial results for the years 1996 and 1997 are
summarized below (in thousands):
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
1996
Revenues ................. $ 23,920 $ 19,047 $ 19,212 $ 16,176
Gross margin ............. 5,708 5,448 787 4,604
Net income (loss) ........ 881 (2,002) (6,430) (866)
Net income (loss) per share $ (0.15) $ (0.33) $ (1.07) $ (0.14)
1997
Revenues ................. $ 13,315 $ 12,090 $ 10,662 $ 10,521
Gross margin ............. 3,027 2,445 2,818 3,817
Net loss ................. (1,558) (7,151) (1,940) (4,332)
Net loss per share ....... $ (0.26) $ (1.18) $ (0.32) $ (0.70)
26
<PAGE>
The quarter ending December 31, 1996, includes a $4.4 million write down of
deferred acquisition costs (See Note 7). The quarter ending March 31, 1996,
includes a $3.6 million charge to the provision for uncollectible accounts, a
$1.0 million write down of deferred acquisition costs, a $2.2 million write off
of capitalized software development costs associated with the NetBase Plus
system (See Note 7) and $700,000 of other charges which included accruals for
estimated settlements related to disputed carrier charges, long-distance
commitment shortfalls and consumer complaints filed with state agencies.
(1) Earnings per share are computed independently for each of the quarters
presented. Therefore, the sum of the quarterly earnings per share in 1996
does not equal the total computed for the year due to stock transactions
which occurred during the year.
27
<PAGE>
REPORT OF INDEPENDENT AUDITORS
ON FINANCIAL STATEMENT SCHEDULES
We have audited the consolidated financial statements of EqualNet Holding Corp.
and subsidiaries as of June 30, 1996 and 1997, and the related consolidated
statements of operations, shareholders' equity (deficit), and cash flows for
each of the three years in the period ended June 30, 1997, and have issued our
report thereon dated September 25, 1997. Our audits also included the financial
statement schedule listed in Item 14(a). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth thereon.
ERNST & YOUNG LLP
Houston, Texas
September 25, 1997
28
<PAGE>
EQUALNET HOLDING CORP
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE CHARGED
AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER DEDUCTIONS AT END
PERIOD EXPENSES ACCOUNTS DESCRIBE(A) OF PERIOD
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended June 30, 1997
Allowance for Doubtful Accounts $3,284,886 $1,726,929 $2,011,042(B) $5,571,903 $1,450,954
Allowance for Advances to Agents $1,000,000 $ -- $ -- $1,000,000 $ --
Fiscal Year Ended June 30, 1996
Allowance for Doubtful Accounts $1,219,154 $3,820,701 $ 705,378(B) $2,460,347 $3,284,886
Allowance for Advances to Agents $ -- $1,000,000 $ -- $ -- $1,000,000
Fiscal Year Ended June 30, 1995
Allowance for Doubtful Accounts $ 265,425 $1,033,160 $ -- $ 79,431 $1,219,154
</TABLE>
(A) Uncollectible accounts written off, net of recoveries
(B) Provision for uncollectible accounts receivable taken against agent
commissions payable
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EQUALNET HOLDING CORP.
(Registrant)
By: /S/ MICHAEL L. HLINAK
Michael L. Hlinak, Executive
Vice President and Chief
Financial Officer
Dated: January 30, 1998
30
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated September 25, 1997, with respect to
the consolidated financial statements and schedule of EqualNet Holding Corp. for
the year ended June 30, 1997 with respect to the consolidated financial
statements, as amended included in this Form 10-K/A.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
January 29, 1998
