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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 AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 0-24408
UNIVERSAL BROADBAND NETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0611753
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2030 MAIN STREET, 5TH FLOOR
IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 260-8100
---------------------------
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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
As of February 8, 2001 there were 22,948,444 shares of Common Stock
outstanding.
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INDEX
PAGE NO.
--------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statement of Net Liabilities in Liquidation as of
December 31, 2000 (unaudited)................................................................. 3
Consolidated Condensed Balance Sheet as of
March 31, 2000................................................................................ 4
Consolidated Condensed Statements of Operations for the three and nine months ended
December 31, 2000 (unaudited) and December 31, 1999 (unaudited)............................... 5
Consolidated Condensed Statements of Cash Flows for the nine months ended
December 31, 2000 (unaudited) and December 31, 1999 (unaudited)............................... 6
Notes to Consolidated Condensed Financial Statements............................................ 8
Item 2. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations............................................................. 21
Item 3. Quantitative and Qualitative Disclosure About Market Risk................................... *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings........................................................................... 28
Item 2. Changes In Securities and Use of Proceeds................................................... 28
Item 3. Defaults Upon Senior Securities............................................................. 28
Item 4. Submission of Matters to a Vote of Security Holders......................................... 28
Item 5. Other Information........................................................................... 28
Item 6. Exhibits and Reports on Form 8-K............................................................ 29
SIGNATURES................................................................................................ 29
* No information provided due to inapplicability of item.
2
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENT OF NET LIABILITIES IN LIQUIDATION
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
ASSETS
DECEMBER 31,
2000
------------
Cash ............................................................. $ 879
Accounts receivable .............................................. 73
Prepaid expenses and other current assets ........................ 23
Property and equipment ........................................... 3,500
Frequency licenses and access rights ............................. 697
------------
Total assets in liquidation ................................. $ 5,172
============
LIABILITIES
Post-petition accounts payable and accrued liabilities ........... $ 121
Liabilities subject to compromise ................................ 57,081
------------
Total liabilities in liquidation ............................. 57,202
------------
Net liabilities in liquidation .................................. $ 52,030
============
See accompanying notes to consolidated condensed financial statements.
3
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED BALANCE SHEET
(GOING-CONCERN BASIS)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
MARCH 31,
2000
-------------
Current assets:
Cash......................................................................... $ 1,176
Accounts receivable, net of allowance for doubtful accounts of $330.......... 64
Prepaid expenses and other current assets.................................... 645
-------------
Total current assets.............................................................. 1,885
Property and equipment, net of accumulated depreciation of $2,796............... 15,235
Other assets, net................................................................. 3,216
-------------
Total assets............................................................ $ 20,336
=============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities...................................... $ 9,522
Accrued payroll and related costs............................................. 647
Equipment financing and line of credit arrangement ........................... 14,222
Obligations under capital leases.............................................. 402
-------------
Total current liabilities.......................................................... 24,793
Obligations under capital leases, less current portion............................. 788
-------------
Total liabilities.................................................................. 25,581
-------------
Shareholders' deficit:
Series A Convertible Preferred Stock, $.01 par value; authorized
1,000,000 shares; 2,000 issued and outstanding, liquidation
preference of $2,000........................................................ -
Common Stock, $.001 par value; authorized 50,000,000 shares;
20,283,508 issued and outstanding.......................................... 20
Additional paid-in capital.................................................... 39,347
Accumulated deficit........................................................... (44,612)
-------------
Total shareholders' deficit........................................................ (5,245)
-------------
Total liabilities and shareholders' deficit........................................ $ 20,336
=============
See accompanying notes to consolidated condensed financial statements.
4
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(GOING-CONCERN BASIS)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
----------------------------- -----------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 2000 1999
------------- ------------- ------------- -------------
(as restated) (as restated)
Revenues ....................................... $ 327 $ 628 $ 1,644 $ 2,292
------------- ------------- ------------- -------------
Operating expenses:
Network expenses ............................... 517 957 5,744 1,965
Payroll and related expenses ................... 1,281 2,221 5,248 4,274
Selling, general and administrative expenses ... 879 2,706 6,972 5,851
Depreciation and amortization .................. 680 949 3,451 1,346
Impairment charges, adjustments to adopt
liquidation-basis accounting, and other (net) 18,649 - 29,115 -
------------- ------------- ------------- -------------
Total operating expenses ............... 22,006 6,833 50,530 13,436
------------- ------------- ------------- -------------
Operating loss ................................. (21,679) (6,205) (48,886) (11,144)
Interest income ................................ 15 69 64 83
Interest expense, including write-off and
amortization of deferred financing costs .... (367) (984) (6,859) (1,334)
------------- ------------- ------------- -------------
Net loss ....................................... (22,031) (7,120) (55,681) (12,395)
Preferred stock dividends ...................... - (51) (23) (198)
Preferred stock beneficial conversion feature .. - - (249) (448)
------------- ------------- ------------- -------------
Net loss applicable to common shareholders ..... $ (22,031) $ (7,171) $ (55,953) $ (13,041)
============= ============= ============= =============
Loss per common share, basic and diluted ....... $ (1.05) $ (0.40) $ (2.69) $ (0.74)
============= ============= ============= =============
Weighted-average number of common shares
outstanding, basic and diluted .............. 20,960,323 18,021,095 20,794,140 17,535,103
============= ============= ============= =============
See accompanying notes to consolidated condensed financial statements.
5
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(GOING-CONCERN BASIS)
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
-----------------------------
DECEMBER 31, DECEMBER 31,
2000 1999
------------- -------------
(as restated)
Cash flows used in operating activities:
Net loss............................................................................ $ (55,681) $ (12,395)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges and adoption of liquidation-basis accounting................. 19,150 -
Depreciation and amortization................................................... 3,451 1,346
Write-off and amortization of deferred financing costs.......................... 5,660 875
Stock options and warrants issued for services.................................. 1,365 -
Stock issued for services....................................................... 554 1,297
Accrued interest................................................................ 1,181 -
Accrued lease and contract rejection costs...................................... 7,846 -
Provision for doubtful accounts................................................. 260 -
Changes in current assets and liabilities:
Accounts receivable......................................................... (270) (82)
Prepaid expenses and other current assets................................... 622 200
Other assets................................................................ 91 (148)
Accounts payable and accrued liabilities.................................... 676 7,650
Accrued payroll and related costs........................................... (336) 240
------------- -------------
Net cash used in operating activities............................................... (15,431) (1,017)
------------- -------------
Cash flows used in investing activities:
Purchases of fixed assets........................................................... (1,512) (8,119)
Purchase of licenses and other assets .............................................. - (108)
------------- -------------
Net cash used in investing activities............................................... (1,512) (8,227)
------------- -------------
Cash flows provided by financing activities:
Borrowings of short-term debt....................................................... 19,545 7,361
Repayment of short-term debt........................................................ (4,000) -
Repayment of long-term debt......................................................... - (222)
Repayment of loan to shareholders................................................... - (157)
Repayment of capital lease obligations.............................................. (408) -
Proceeds from exercise of warrants.................................................. 225 -
Proceeds from sale of preferred stock, net.......................................... 834 1,790
Proceeds from sale of common stock, net............................................. 450 800
------------- -------------
Net cash provided by financing activities........................................... 16,646 9,572
------------- -------------
Net (decrease) increase in cash....................................................... (297) 328
Cash at beginning of period........................................................... 1,176 903
------------- -------------
Cash at end of period................................................................. $ 879 $ 1,231
============= =============
(Continued)
6
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(GOING-CONCERN BASIS)
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
(CONTINUED)
NINE MONTHS ENDED
-----------------------------
DECEMBER 31, DECEMBER 31,
2000 1999
------------- -------------
(as restated)
Supplemental schedule of non-cash investing and financing activities:
Increase of liabilities relating to asset purchases.............................. $ 8,131 $ -
============= =============
Issuance of warrants in conjunction with financing arrangements.................. $ 2,985 $ 1,944
============= =============
Issuance of warrants in conjunction with preferred stock ........................ $ 2,978 $ -
============= =============
Beneficial conversion feature of preferred stock................................. $ 249 $ -
============= =============
Preferred stock dividends paid in common stock................................... $ 162 $ -
============= =============
Other disclosures:
Cash paid during the period for interest......................................... $ 176 $ 98
============= =============
See accompanying notes to consolidated condensed financial statements.
7
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
On October 31, 2000 (the "Petition Date"), Universal Broadband Networks, Inc.
and four of its wholly-owned subsidiaries (collectively the "Company") filed a
voluntary petition for relief (the "Chapter 11 Case") under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Central District of California (the "Bankruptcy Court")
Case Nos. SA 00-18281 JB, SA 00-18282 JB, SA 00-18283 JB, SA 00-18284 JB and SA
00-18286 JB. Since the Petition Date, the Company has conducted limited
activities as a debtor-in-possession under the Bankruptcy Code. See Note 2 for
additional information.
The Company operated through several wholly-owned subsidiaries: IJNT, Inc.
("IJNT"), Ubee Network Enterprises, Inc. ("UBEE"), Access Communications, Inc.
("Access"), Webit of Utah, Inc. ("Webit"), UrJet Backbone Network, Inc. ("UBN"),
Man Rabbit House Multimedia, Inc. ("MRHM"), GIjargon.com ("GI"), and Global
Broadband Services, Inc. ("Global"). Some subsidiaries were inactive, including
Access, Webit, GI and Global. The accompanying consolidated condensed financial
statements include the accounts of Universal Broadband Networks, Inc. and the
aforementioned subsidiaries. On July 25, 2000, the shareholders of the Company
ratified the proposal to change the name of the Company from IJNT.net, Inc. to
Universal Broadband Networks, Inc. and the stock ticker was correspondingly
changed to UBNT. All significant intercompany balances and transactions have
been eliminated in consolidation.
In early January 2001, after considering current industry conditions and other
factors (and in consultation with the creditors committee formed during
bankruptcy proceedings), management concluded that reorganization was not
feasible. A decision to liquidate the Company was reached at that time, and
liquidation commenced soon thereafter. Thus, the Company is no longer engaged in
the conduct of business to any significant extent, and now operates for the sole
purpose of holding and liquidating its assets. The Company expects that its
assets will either be sold or assigned to secured creditors, with any remaining
proceeds distributed to other creditors. As a result, the Company changed its
basis of accounting effective December 31, 2000 (and for periods ending
subsequent to that date) from the going-concern basis to a liquidation basis in
accordance with generally accepted accounting principles ("GAAP"). Consequently,
at December 31, 2000, assets have been reported at estimated net realizable
value (with an allowance for known disposition costs), assuming an orderly
liquidation. Liabilities are presented based on the estimated amount expected to
be allowed by the Bankruptcy Court, even though certain obligations may be
adjudicated or settled for lesser amounts as described in Note 2. Differences
between (a) the estimated revalued amounts of assets and liabilities and (b)
actual cash transactions and other events after December 31, 2000 will be
recognized in the period in which they are susceptible of reasonable estimation
in accordance with GAAP.
The accompanying statements of operations for the three and nine month periods
ended December 31, 2000 and 1999 and the statements of cash flows for the nine
month periods ended December 31, 2000 and 1999 have been prepared in accordance
with GAAP applicable to a going concern prior to adoption of the liquidation
basis of accounting. Except as discussed in the preceding paragraph, GAAP
assumes that assets will be realized and liabilities will be discharged in the
ordinary course of business. As a result of the Chapter 11 Case and management's
decision to liquidate the Company, the realization of assets and satisfaction of
liabilities are now subject to uncertainty. The valuation of assets in
liquidation is based on management's estimate of their net realizable value (net
of estimated known disposition costs) at December 31, 2000. Such values could
differ materially from amounts ultimately realized in the future as the Company
completes its liquidation. In the Chapter 11 Case, all of the Company's
8
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
1. BASIS OF PRESENTATION (CONTINUED)
liabilities as of the Petition Date may be subject to compromise under a plan of
liquidation (including the entire amount of secured claims which may be
undersecured). Pre-petition liabilities whose disposition may be subject to
settlement or otherwise dependent on the outcome of the Chapter 11 Case have
been segregated and classified as liabilities subject to compromise in the
December 31, 2000 statement of net liabilities in liquidation.
Generally, actions to enforce or otherwise effect repayment of all pre-chapter
11 liabilities and pending litigation against the Company are stayed while the
Company continues as a debtor-in-possession during bankruptcy proceedings.
Schedules have been filed by the Company with the Bankruptcy Court setting forth
its assets and liabilities as of the Petition Date as reflected in the Company's
accounting records. Pre-petition liabilities reflected in the accompanying
statement of net liabilities in liquidation (see Note 2) are generally based on
these bankruptcy schedules. Differences between amounts reflected in such
schedules and claims filed by creditors are currently being investigated, and
will be either amicably resolved or adjudicated by the Bankruptcy Court. Such
claims do not necessarily encompass the universe of claimants, nor the amount of
each claim that may be asserted against the Company in the bankruptcy
proceedings. The ultimate amount of and settlement terms for such liabilities
are not presently determinable.
Since management has abandoned any expectation of reorganizing the Company, the
reporting requirements of Statement of Position No. 90-7, "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code," are no longer
applicable. As a result, certain items previously reported in the consolidated
condensed statements of operations and cash flows for the quarter ended
September 30, 2000 have been reclassified in the accompanying December 31, 2000
financial statements.
The accompanying consolidated condensed statement of net liabilities in
liquidation at December 31, 2000, the consolidated condensed statements of
operations for the three and nine month periods ended December 31, 2000 and
1999, and the statements of cash flows for the nine month periods ended December
31, 2000 and 1999 are unaudited. Except for the statement of net liabilities in
liquidation, these financial statements have been prepared on the same basis as
the Company's audited consolidated financial statements and, in the opinion of
management, reflect all adjustments which (except as described in Notes 2, 6 and
7) are only of a normal recurring nature and which are necessary for a fair
presentation of the consolidated net liabilities in liquidation, cash flows, and
results of operations for such periods. Except for the statement of net
liabilities in liquidation, these unaudited consolidated condensed financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Company's Form 10-K filed with the Securities and
Exchange Commission on July 10, 2000.
2. BANKRUPTCY CASE AND RELATED MATTERS
BANKRUPTCY FILING
As discussed in Note 1, the Company is currently a debtor-in-possession pursuant
to the Bankruptcy Code. As such, management of the Company continues to conduct
limited activities under the supervision of the Bankruptcy Court. In accordance
with the provisions of the Bankruptcy Code, an automatic stay provides that
creditors of the Company and other parties in interest are prevented from
seeking repayment of pre-petition debts. Additionally, unless otherwise approved
by the Bankruptcy Court, the Company must refrain from payment of pre-petition
indebtedness.
9
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
The Company's bankruptcy filing resulted in non-payment of $4.1 million due on
November 1, 2000 (see Note 5). In addition, monthly payments of $1.1 million
each in principal and interest under Tranche B of the secured vendor financing
agreement (see Note 5) became due and payable beginning on November 15, 2000.
Also, $4.1 and $1.6 million, respectively, of principal and interest under the
terms of two unsecured note agreements became due and payable on December 15,
2000 and January 2, 2001, respectively. Because of the combination of these
events and cross-default provisions included in the Company's other debt
agreements (see Note 6) and in certain lease agreements, substantially all of
the Company's indebtedness is in default and is now due and payable. Any
repayment of such indebtedness will be the subject of the Company's plan of
liquidation. Because of the aforementioned defaults, substantially all
unamortized deferred financing costs were written off as of September 30, 2000.
Subsequent to the Petition Date, the Company rejected substantially all of its
lease obligations and other executory contracts pursuant to the provisions of
the Bankruptcy Code. The Company has recorded the liabilities associated with
these rejected contracts based upon management's estimate of the maximum
potential liability, and reflected such amounts in the accompanying December 31,
2000 statement of net liabilities in liquidation. These claims, however, are
subject to certain limitations imposed by the Bankruptcy Code and applicable
state law. Consequently, such claims may be settled or adjudicated in amounts
less than those recorded by the Company; however, it is not currently possible
to reasonably estimate the impact of these limitations. Pursuant to the
provisions of the Bankruptcy Code, these liabilities are treated as pre-petition
claims and reflected as "liabilities subject to compromise" in the
aforementioned statement of net liabilities in liquidation.
Although legal fees and other administrative expenses to complete the Company's
bankruptcy proceedings may be significant, they are not susceptible to
reasonable estimation at this time; accordingly, the accompanying financial
statements do not include any provision for such costs not yet incurred by the
Company. The December 31, 2000 estimated net realizable value of total assets in
liquidation will be reduced in the future by general and administrative expenses
incurred subsequent to that date.
As of the Petition Date, substantially all of the Company's employees had been
terminated. A substantial number of the employees were terminated without
salaries being paid in full for their final two weeks of employment. The related
expense and liability have been reflected in the accompanying financial
statements.
10
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Effective October 31, 2000, the Company accepted the resignation of BDO Seidman,
LLP, as the Company's independent certified public accountant, which was
tendered on that same date. No disagreements existed between the Company and BDO
Seidman, LLP, with respect to any financial statement of the Company or the
presentation of any financial statement for which BDO Seidman, LLP, issued a
report.
On December 28, 2000 the Company engaged Squar, Milner, Reehl & Williamson, LLP
("Squar Milner"), to replace BDO Seidman, LLP. Due to the filing deadline of
November 14, 2000, the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 was not reviewed by an independent accountant. Because
management was unable to prepare such Form 10-Q under its normal review
standards, the Company may be required to amend the filing if Squar Milner is
engaged to review the September 30, 2000 Form 10-Q in accordance with applicable
professional standards.
TRADING MARKET
The Company's common stock ceased trading on the Nasdaq National Market on
October 17, 2000 at the Company's request. Since the Company no longer satisfies
the requirements for continued listing on the Nasdaq National Market, by letter
dated November 3, 2000, the Company requested that its securities be delisted
from the Nasdaq National Market. On November 9, 2000, the Company's common stock
began being quoted on the "Pink Sheets"; such market is not sponsored or
supported by the Company. No assurance can be given as to the continuing
existence or liquidity of any trading market for the Company's common stock.
Notwithstanding this market activity, the Company believes that its outstanding
shares of common stock currently have no value.
LIABILITIES SUBJECT TO COMPROMISE, ADJUSTMENTS TO ADOPT THE LIQUIDATION BASIS OF
ACCOUNTING, AND IMPAIRMENT CHARGES
The December 31, 2000 balances of pre-petition liabilities that may be subject
to compromise are as follows:
Secured vendor financing (Note 5) $ 13,188
Estimated lease and contract rejection costs 7,846
Accounts payable 9,441
Obligations under capital leases 2,642
Accrued payroll and related expenses 298
Unsecured short-term debt (Notes 5 and 6) 23,666
------------
Total liabilities subject to compromise $ 57,081
============
11
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
Impairment charges, adjustments to adopt the liquidation basis of accounting,
and certain expenses/other adjustments relating to the bankruptcy reported in
the statement of operations for the nine-month period ended December 31, 2000
include the following:
Estimated lease and contract rejection costs $ 7,846
Adjustments to adopt liquidation-basis accounting
and fixed asset impairment 18,160
Impairment of other assets 990
Professional fees 150
Write-off and accelerated amortization of deferred
financing costs (Note 6) 3,187
Adjustment of certain pre-petition liabilities (1,218)
--------------
Total $ 29,115
==============
3. SHAREHOLDERS' EQUITY
STOCK GRANTS
For the nine months ended December 31, 2000, the Company issued 37,235 shares of
common stock in exchange for various professional services. The estimated fair
value of the stock issued of $252 has been charged to operations. In addition,
821 shares of common stock were issued to an employee under the terms of an
employment agreement for the nine months ended December 31, 2000. The estimated
fair value of the stock issued of $2 has been charged to operations as
compensation expense.
Effective for the fiscal year beginning April 1, 2000, non-employee directors
receive an annual fee in the form of Company common stock with a fair market
value of $60 as of the 31st of May each year. Accordingly, on May 31, 2000, the
Company's non-employee directors, Messrs. Torney, Charles, Cubley, Kramer and
Pazian, each received $60 of the Company's common stock valued at the market
price of $2.88 a share (20,833 shares each), or a total of 104,165 shares
issued. The total fair value of the stock issued of $300 was charged to
operations in June 2000. Subsequent to December 31, 2000, the Board of Directors
voted to rescind the shares granted due to the Chapter 11 case. Pending the
outcome of any Bankruptcy Court action, the accompanying financial statements do
not include any adjustments that might result from the matter described in the
preceding sentence.
On March 31, 2000, the Company executed a severance and purchase agreement with
an employee. The agreement provided for the issuance of 75,000 shares of common
stock valued at $602 for the purchase of such employee's 5% ownership interest
in UBN. The Company was owed $241 by the employee, which was offset against the
amount ultimately paid. Net shares totaling 45,040 were issued to the employee
in April 2000. During the year ended March 31, 2000, the Company recorded $602
of goodwill, which was determined to be impaired as of March 31, 2000.
12
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
3. SHAREHOLDERS' EQUITY (CONTINUED)
PRIVATE PLACEMENT
In September 2000, the Company sold shares of its common stock through a private
placement. The Company issued 333,333 shares for consideration of $450 (net of
commissions of $50).
SERIES A CONVERTIBLE PREFERRED STOCK
In December 1998, the Company entered into an agreement with private investors
(the "Investors") whereby the Investors purchased 2,000 shares of the Company's
convertible Preferred Series A Stock (the "Series A Preferred Stock") for a
gross price of $2,000, net of commissions of $200. In May 1999, the Agreement
was amended to include an additional 2,000 shares of Series A Preferred Stock,
which netted $1,790 (net of $210 expenses) to the Company. The Series A
Preferred Stock is convertible at a discount of 20% below the average closing
market price of the Company's common stock for the five business days
immediately preceding the conversion request. A dividend of 8% per year accrues
on unconverted Series A Preferred Stock held by the Investors. The dividend is
paid in the form of additional shares of the Company's common stock at the time
of the preferred stock conversion.
During the quarter ended June 30, 2000, the remaining 2,000 shares of Preferred
Stock were converted into 364,299 shares of common stock and $162 in related
dividends ($139 of which was earned and accrued during the year ended March 31,
2000) was converted into 29,432 shares of common stock, for a total of 393,731
shares of common stock issued in connection with the Series A Preferred Stock
conversions.
As of September 30, 2000, all the Series A Preferred Stock and related dividends
had been converted to common stock.
SERIES B CONVERTIBLE PREFERRED STOCK
On July 21, 2000, the Company entered into an agreement with a private investor
whereby the investor purchased 100,000 shares of the Company's convertible
Preferred Series B Stock (the "Series B Preferred Stock") at a price of $10.00
per share for gross proceeds of $1,000, net of commissions of $166. The shares
have a liquidation preference of $10 per share.
The convertible feature of the Series B Preferred Stock provides for a rate of
conversion that is below market value. Under terms of the Agreement, the
investors have the right to convert the Series B Preferred Stock into common
stock at a 25% discount from the average closing market price of the Company's
common stock for the five business days immediately preceding the conversion
request. Such feature represents a beneficial conversion feature that the
Company valued at $249. In the calculation of basic and diluted loss per common
share, the value of the beneficial conversion feature has increased the net loss
applicable to common shareholders.
In conjunction with the sale of the Series B Preferred Stock, the Company
granted the investors warrants to purchase 1,000,000 shares of common stock at a
price of $1.50 per share and granted the placement agent warrants to purchase
150,000 shares of common stock at a price of $1.50 per share (see discussion
below).
During the nine months ended December 31, 2000, 41,581 shares of Series B
Preferred Stock were converted into 737,300 shares of common stock. The
remaining 58,419 shares carry a liquidation preference of $584 at December 31,
2000.
13
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
3. SHAREHOLDERS' EQUITY (CONTINUED)
WARRANTS GRANTED TO PURCHASE COMMON STOCK
During the nine months ended December 31, 2000, in conjunction with the issuance
of various debt obligations, the Company issued warrants to purchase 944,541
shares of its common stock (see Notes 5 and 6 on debt arrangements).
During the quarter ended December 31, 2000, the Company issued a warrant to
purchase 100,000 shares of its common stock at $1.50 to a consultant under the
terms of a contract dated September 18, 2000. The Company estimated the fair
value of the warrant at $140 using the Black-Scholes Option Pricing Model, and
accrued the expense as of September 30, 2000.
In connection with the issuance of Series B Preferred Stock on July 21, 2000,
the Company granted 1,000,000 warrants to the investors and 150,000 warrants to
the placement agent to purchase shares of the Company's common stock at $1.50.
The Company estimated the fair value of the warrants at $2,079 and $397,
respectively, using the Black-Scholes Option Pricing Model. In September 2000,
the placement agent exercised the aforementioned warrant for 150,000 shares of
the Company's common stock.
In connection with execution of a financial advisory services agreement on May
22, 2000 with an investment banking firm, the Company granted warrants to
purchase 250,000 share of its common stock at a price of $6.06 per share. The
warrants expire five years from the date of grant. The Company estimated the
fair value of the warrants at $801 using the Black-Scholes Option Pricing Model.
The warrant agreement required the Company to obtain effective registration of
the shares underlying the warrants by November 22, 2000. The Company expensed
the entire value of the warrant during the quarter ended June 30, 2000.
The Company was involved in a dispute with a third party consultant concerning
consideration the Company allegedly owed for various financial advisory
services. The Company reached a settlement with the consultant whereby it agreed
to issue warrants to purchase 75,000 shares of the Company's common stock with
an exercise price of $5.00. The Company estimated the fair value of the warrants
at $146 using the Black-Scholes Option Pricing Model. Such warrants were issued
in August 2000, although the expense was recognized during the quarter ended
June 30, 2000.
At December 31, 2000, there were outstanding warrants to purchase shares of the
Company's common stock as shown in the table below. The weighted average
exercise price of such warrants is $4.60 per share. All the warrants in the
table below are immediately exercisable.
14
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
3. SHAREHOLDERS' EQUITY (CONTINUED)
The following represents all warrants outstanding as of December 31, 2000:
GRANT DATE EXERCISE PRICE NUMBER OF SHARES
---------- -------------- ----------------
May 27, 1999 $ 3.24 25,000
May 27, 1999 $ 3.24 25,000
July 16, 1999 $ 2.50 75,000
July 30, 1999 $ 4.97 492,094
January 4, 2000 $ 9.88 560,938
April 6, 2000 $ 1.95 100,000
April 17, 2000 $ 6.06 412,541
May 22, 2000 $ 6.06 250,000
May 23, 2000 $ 3.91 32,000
June 5, 2000 $ 2.88 200,000
July 3, 2000 $ 4.06 100,000
August 4, 2000 $ 5.00 75,000
August 4, 2000 $ 1.50 1,000,000
August 4, 2000 $ 1.50 200,000
October 3, 2000 $ 1.50 100,000
----------------
3,647,573
================
OPTIONS GRANTED TO PURCHASE COMMON STOCK
The Company's Board of Directors adopted the 2000 Management Equity Incentive
Plan (the "Management Plan") and the 2000 Equity Incentive Plan (the "Equity
Plan") during the year ended March 31, 2000. Both of the Plans required
shareholder approval, which was obtained on July 25, 2000 at the Annual
Stockholders Meeting.
Under terms of the Management Plan and the Equity Plan, from May 17, 2000 to
August 1, 2000, the Company granted options to purchase 1,223,750 shares of its
common stock to certain management and employees at prices between $2.94 and
$4.63 per share, the closing market prices of the Company's common stock on each
grant date. In addition, pursuant to terms of an employment contract with the
Company's Chief Executive Officer ("CEO"), on June 19, 2000 the Company granted
options to purchase one million shares of common stock to its CEO at $5.28 per
share, the closing market price of the Company's common stock on such grant
date. These plans are "non-compensatory" under APB No. 25 and, accordingly, no
compensation expense was recorded in connection with these grants.
On April 13, 2000, the Company granted various service providers options to
purchase 20,500 common shares of stock at a price of $8.03 per share. The
exercise price equaled the closing market price of the Company's common stock at
the date of grant. The Company estimated the fair value of the options at $153
using the Black-Scholes Option Pricing Model, and recorded the expense during
the quarter ended June 30, 2000.
Due to termination of most of the Company's staff on October 17, 2000 in
connection with the Chapter 11 case, substantially all of the options expired on
January 17, 2001. No options were exercised during the nine months ended
December 31, 2000 or subsequent to that date.
15
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
4. LOSS PER COMMON SHARE
Basic loss per common share is computed by dividing net loss applicable to
common shareholders by the weighted average number of shares of the Company's
common stock, after giving consideration to shares subject to repurchase that
are outstanding during the period. Net loss applicable to common shareholders
has been increased for the effect of the preferred stock dividends and
beneficial conversion features (see Note 3). Diluted loss per common share is
determined in the same manner as basic loss per share except that the number of
shares is increased assuming exercise of dilutive stock options and warrants
using the treasury stock method. Common shares issuable upon conversion of
preferred stock and convertible debt and the exercise of outstanding warrants
and stock options have been excluded from the loss-per-share computation because
their effect would be antidilutive.
5. EQUIPMENT FINANCING AND LINE OF CREDIT ARRANGEMENT
In July 1999, UBN, a subsidiary of UBEE, entered into a credit agreement (the
"Agreement") with Nortel Networks, Inc. ("Nortel") that provided for a
line-of-credit of up to $7,000 ("Tranche A") as well as a term loan of up to
$37,000 ("Tranche B"). However, the maximum combined borrowing under the
Agreement could not exceed $37 million. Furthermore, under terms of the original
Agreement, the Company was not able to borrow under Tranche B until a $30,000
equity infusion to UBN had been completed. If such infusion was not completed by
October 30, 2000, the Tranche B commitment would terminate. On September 20,
2000 Nortel amended the Agreement, waiving the equity infusion requirement and
converting the outstanding balance of an open account, under which Nortel
advanced approximately $12,995 in equipment and services, to a draw-down under
Tranche B. However, in connection with the amendment, no further borrowings
under Tranche B were allowed. The Agreement is collateralized by all of the
assets and the common stock of UBN. A substantial portion of the Company's
assets are located in its UBN subsidiary. The Agreement further restricts UBN
from dividending or loaning funds to Universal Broadband Networks, Inc. or its
other subsidiaries.
Borrowings under Tranche A could be used for working capital and general
corporate purposes, bear interest at 13%, and were scheduled to mature on July
31, 2000. As of December 31, 2000, $4,089 (including interest) was outstanding
under Tranche A and no additional borrowings were available. The Company
obtained an amendment to the Agreement from Nortel to extend the maturity date
of Tranche A to November 1, 2000. As a result of the Chapter 11 Case, the
Company did not make the payment to Nortel for the outstanding balance due on
Tranche A. See further discussion in Note 2.
Borrowings under Tranche B could only be used to finance purchases of Nortel
goods and services and bear interest at the prime rate (9.5% at December 31,
2000) plus 3.75%. Tranche B is payable in twelve equal quarterly payments
beginning November 15, 2000. As of June 30, 2000, no borrowings were outstanding
under Tranche B, and the Company owed Nortel $12,780 on an open account for
purchases of equipment and services. Effective September 20, 2000, Nortel
required the Company to convert the unfinanced purchases into borrowings under
Tranche B as a condition of amending the Agreement to waive certain covenants in
order that the Company could pursue third-party equity financing opportunities
and to continue discussions between the Company and Nortel regarding a
restructuring and expansion of the Agreement. As of December 31, 2000, $13,188
(including interest) was outstanding under Tranche B. As a result of the Chapter
11 Case, the Company did not make the November 15, 2000 or December 15, 2000
payment to Nortel as required under the terms of the payment schedule. See
further discussion in Note 2.
16
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
5. EQUIPMENT FINANCING AND LINE OF CREDIT ARRANGEMENT (CONTINUED)
The December 31, 2000 liability amounts set forth below have been classified as
liabilities subject to compromise in the accompanying statement of net
liabilities in liquidation because the estimated net realizable value of UBN's
assets is less than the amount owed to Nortel.
A summary of the borrowings under the Agreement follows:
December 31, March 31,
2000 2000
--------------- --------------
Tranche A $ 4,089 $ 7,646
Tranche B 13,188 --
Unfinanced purchases -- 6,576
--------------- --------------
Total $ 17,277 $ 14,222
=============== ==============
In connection with the Agreement, the Company issued a warrant to purchase
492,094 shares of the Company's common stock (see Note 3). The estimated fair
value of the warrants of approximately $1,943, as well as certain other costs
related to the Agreement, were capitalized as deferred financing costs during
the year ended March 31, 2000 and amortized over the life of the Tranche A loan,
completed in July 2000.
The Agreement has certain restrictive financial covenants that include minimum
tangible net worth requirements, maximum asset-to-net-worth ratios, minimum net
income requirements and other restrictions with respect to financial ratios.
Furthermore, the Agreement has restrictions related to specific activities
including, but not limited to, limitations on leases, timely payment of accounts
payable and timely submission of certain reports to Nortel. Although the Company
entered into an amendment to the Agreement that revised all such covenants
effective March 31, 2000, the Company is not in compliance with any of the
covenants or restrictions as of December 31, 2000; such non-compliance will be
processed by the Bankruptcy Court through the Chapter 11 proceedings.
6. OTHER DEBT
On April 17, 2000, the Company entered into an unsecured Note and Warrant
Purchase Agreement to borrow $5,000. The agreement provided for interest at 6%
per annum, with any unconverted principal and accrued interest due October 17,
2001. The interest was payable in cash or common stock, at the election of the
Company, upon conversion of principal or October 17, 2001, whichever is earlier.
The agreement provides for the conversion of the note's principal balance into
shares of common stock, at the election of the holder, at a price of $6.06 per
share. The conversion price equaled the closing market price of the Company's
common stock on April 17, 2000. The agreement also provided for an adjustment of
the conversion price to the closing market price of the Company's common stock
on April 17, 2001, if such price is lower than $6.06 on that date. However, the
conversion price cannot be adjusted to less than $3.94 per share. The agreement
required the Company to obtain effective registration of the shares underlying
the convertible note and the warrant (see discussion below) by October 17, 2000.
The agreement also provided for a 2% per month cash penalty if such registration
was not effective on said date.
17
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
6. OTHER DEBT (CONTINUED)
In conjunction with the above agreement, the Company issued warrants to the
holder of the convertible note to purchase 412,541 shares of common stock at a
price of $6.06 per share. The warrants expire three years from the date of
grant. The Company estimated the fair value of the warrants at $1,689 using the
Black-Scholes Option Pricing Model, and was amortizing such amount over the
eighteen-month life of the debt.
On May 23, 2000, the Company entered into an unsecured Note and Warrant Purchase
Agreement to borrow $250. The agreement provided for interest at 6% per annum,
with any unconverted principal and accrued interest due November 23, 2001. The
interest was payable by the Company in cash or common stock, at the election of
the Company, upon conversion of principal or November 23, 2001, whichever is
earlier. The agreement provided for the conversion of the note's principal
balance into shares of common stock, at the election of the holder, at a price
of $3.91 per share. The conversion price equaled the closing market price of the
Company's common stock on May 23, 2000. The agreement also provided for an
adjustment of the conversion price to the closing market price of the Company's
common stock on May 23, 2001, if such price is lower than $3.91 on that date.
However, the conversion price cannot be adjusted to less than $2.54 per share.
The agreement required the Company to obtain effective registration of the
shares underlying the convertible note and the warrant (see discussion below) by
November 23, 2000. The agreement also provided for a 2% per month cash penalty
if such registration was not effective on said date.
In conjunction with the agreement, the Company issued warrants to the holder of
the convertible note to purchase 32,000 shares of common stock at a price of
$3.91 per share. The warrants expire three years from the date of grant. The
Company estimated the fair value of the warrants at $84 using the Black-Scholes
Option Pricing Model, and was amortizing such amount over the eighteen-month
life of the debt.
On June 5, 2000, the Company entered into a Note and Warrant Purchase Agreements
to borrow $1,000. On July 7, 2000, this agreement was amended to include an
additional $500. The agreement provided for interest at 6% per annum, with
principal and accrued interest originally due in August 2000. The agreement also
provided for default interest at a rate of 24% per annum. The agreement required
the Company to obtain effective registration of the shares underlying the
warrants issued in connection with the note (see discussion below) by August 21,
2000, and provided for a 2% per month cash penalty if such registration was not
effective on said date. The agreement is personally guaranteed by the former
Chairman of the Board of Directors of the Company, and collateralized by trust
deeds on two of his residences. The lender agreed to extend the maturity date to
January 2, 2001. According to its terms, the note was to have continued accruing
interest at the default rate until repaid. As a result of the Chapter 11 Case,
the Company did not make the payment for the outstanding balance due on this
Note Agreement. See further discussion in Note 2.
In conjunction with the agreement, the Company issued warrants to the holder of
the note to purchase 200,000 shares of common stock at a price of $2.875 per
share and 100,000 shares at a price of $4.06. The warrants expire three years
from the date of grant. The Company estimated the fair value of the warrants at
$933 and $279, respectively, using the Black-Scholes Option Pricing Model, and
was amortizing such amounts over the life of the debt.
18
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
6. OTHER DEBT (CONTINUED)
On August 15, 2000, the Company entered into an unsecured Note Agreement to
borrow $4,000. The agreement provided for interest at 13.73% per annum, with
principal and accrued interest due December 15, 2000. As a result of the Chapter
11 Case, the Company did not make the payment for the outstanding balance due on
this Note Agreement. See further discussion in Note 2.
On August 2, 2000, the Company entered into a Secured Convertible Promissory
Note Agreement to borrow $8,795. Of this amount, $1,295 was received on July 7,
2000 and previously disclosed in the Company's Form 10-K filed with the SEC on
July 10, 2000; the remaining $7,500 was received during the quarter ended
September 30, 2000. The note was secured by shares of the Company's common
stock.
The entire note became convertible 91 days after its original issuance and is
convertible into shares of the Company's common stock at a price equal to 75% of
the average closing market price for the five business days immediately
preceding the conversion date. The reduced conversion price represents a
beneficial conversion feature that the Company has valued at $1,470. This amount
was expensed in the quarter ended September 30, 2000 as part of the
write-off/accelerated amortization of deferred financing costs (see Note 2). The
note bears interest at the rate of 8% per annum, and is due and payable, if not
converted, on August 2, 2003.
During the quarter ended December 31, 2000, principal of $505 was converted into
849,688 shares and interest of $8 was converted into 13,624 shares for a total
of 863,311 shares of the Company's common stock issued in connection with
conversion of the debt.
In connection with the above agreement, the Company issued warrants to a broker
for services rendered to purchase 200,000 shares of common stock at a price of
$1.50 per share. The Company estimated the fair value of the warrants at $502
using the Black-Scholes Option Pricing Model.
7. COMMITMENTS AND CONTINGENCIES
DISPOSITION OF MRHM
During the quarter ended June 30, 2000, the Company's Board of Directors
directed management to effect the disposition of MRHM. MRHM had total assets and
net assets approximating $538 and $29, respectively, as of June 30, 2000, and a
net loss from operations approximating $745 for the quarter then ended, before
any accruals related to office-closing costs. MRHM provided a variety of web
design and web hosting services. Management expected to continue, although to a
lesser extent, to provide such services after the successful disposition of
MRHM. The Company did not identify MRHM as a separate business line that
required discontinued operations accounting.
On July 31, 2000, negotiations for the sale of MRHM were discontinued and its
operations were largely terminated on August 1, 2000. A reduced staff provided
for the orderly transition of hosting operations to alternative providers and
the windup of development projects. In connection with such termination, the
Company recognized the impairment of $290 of fixed assets, various current
assets and deposits. MRHM had two office leases, which required minimum lease
payments aggregating $1,618 over the next five years. The leases were rejected
as part of the bankruptcy proceedings, see further discussion at Note 2.
19
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(CONTINUED)
7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
DISPOSITION OF SATELLITE OFFICES
The Company had wireless and dial-up internet service operations in five
satellite offices located in Concord and Petaluma, California, Beaumont and
Houston, Texas and Salt Lake City, Utah. The satellite offices have incurred
substantial losses from operations. In a prior quarter, the Board of Directors
instructed management to evaluate such offices to determine whether they should
be retained and restructured, or sold. The satellite offices had various office
leases, which required minimum lease payments aggregating $1,536 over the next
five years. Substantially all of the leases were rejected as part of the
bankruptcy proceedings, see further discussion in Note 2.
Management reached a decision to sell the satellite offices and/or their
customer bases; since a sale was not effected in a timely manner, such offices
were closed in September and October 2000. A sharply reduced staff was providing
for the continuing operation of the interoffice network in order to bill and
serve the remaining customers, however, no new customers were being added to the
network. The minimal remaining Irvine wireless operations and customers were
sold to a third party, in an arms-length transaction, during the quarter ended
December 31, 2000 for $50. No operations remained at the quarter end in any
satellite office with the exception of Salt Lake City, where dial-up and hosting
operations were terminated; but Salt Lake City wireless operations were active
at December 31, 2000, with a staff of three, pending the anticipated sale of
that office. There is uncertainty as to the actual amount the Company will
ultimately receive from the assets of the Salt Lake City satellite office, if it
is sold. As a result, such assets may ultimately be determined to be impaired.
During the quarter ended September 30, 2000, the Company recognized an
impairment of $1,216 of fixed assets in all the satellite offices in order to
approximate their fair value.
REGISTRATION RIGHTS AGREEMENTS
The Company is obligated under various agreements to register its common stock,
including the common stock underlying certain warrants and convertible preferred
stock. The Company is subject to penalties for failure to register such
securities, the amount of which could be material to the Company's consolidated
financial condition, results of operations and cash flows. The Company filed a
registration statement on Form S-3 in August 2000 to register the necessary
securities, and such registration was deemed effective by the Securities and
Exchange Commission on September 13, 2000. Thereafter, the Company defaulted on
certain registration obligations. These defaults will be processed through the
Chapter 11 Case.
8. RESTATEMENT OF DECEMBER 31, 1999 FINANCIAL STATEMENTS
The consolidated financial statements as of and for the nine months ended
December 31, 1999 have been restated to correct the following errors:
During the nine months ended December 31, 1999, 339,233 shares of common stock
were issued for services. The Company has recorded the value of the shares
tendered using the free-trading market price on the date of transfer as the
basis for all such issuances. Such adjustments resulted in additional expense of
$1,297 for the nine months ended December 31, 1999.
During November 1999, 10,000 shares of common stock were issued to an outside
party to purchase assets. This transaction has now been reflected in the
consolidated financial statements of the Company, resulting in additional
recordation of fixed assets totaling $31.
The loan origination fee of $660 and the value of the warrants of $1,944, both
related to the financing agreement with Nortel, were not previously reflected in
the consolidated financial statements. Such items have now been recorded,
resulting in an increase to liabilities and shareholders' equity, respectively.
The Company has also recorded the amortization of the loan origination fee and
the warrants, totaling $65 and $810, respectively, resulting in a charge to
interest expense.
In connection with Series A Preferred Stock, the Company has recognized a
beneficial conversion feature in the amount of $448. In addition, the Company
has recognized a total of $198 in dividends related to such stock.
The adjustments described above increased the basic/diluted loss per common
share by $0.16 for the nine months ended December 31, 1999.
The Company has restated revenue to comply with SEC guidelines for accounting
issues related to Internet operations to the net method for revenues related to
the Fair Auction subsidiary. This change resulted in a $459 decrease to revenue
but had no impact on the previously reported net loss.
20
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS
INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, THOSE
RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING RESULTS AND FINANCIAL
POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS OF THE COMPANY. ALL
FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING SUCH STATEMENTS
HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT TO CHANGE BASED
ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE COMPANY'S ACTUAL
RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF VARIOUS FACTORS,
INCLUDING WITHOUT LIMITATION THOSE DESCRIBED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS AFFECTING THE COMPANY'S
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
BANKRUPTCY FILING AND RELATED MATTERS
Due to overall market conditions, the Company was unsuccessful in its efforts to
secure new vendor financing. As a result, on October 31, 2000 (the "Petition
Date"), Universal Broadband Networks, Inc. and four of its wholly-owned
subsidiaries (collectively the "Company") filed a voluntary petition for relief
(the "Chapter 11 Case") under Chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Code") in the United States Bankruptcy Court for the Central
District of California (the "Bankruptcy Court"). Since the Petition Date, the
Company has conducted limited activities as a debtor-in-possession under the
Bankruptcy Code. See further discussion in Notes 1 and 2 of the Consolidated
Condensed Financial Statements.
In early January 2001, after considering current industry conditions and other
factors (and in consultation with the creditors committee formed during
bankruptcy proceedings), management concluded that reorganization was not
feasible. A decision to liquidate the Company was reached at that time, and
liquidation commenced soon thereafter. Thus, the Company is no longer engaged in
the conduct of business to any significant extent, and now operates for the sole
purpose of holding and liquidating its assets. The Company expects that its
assets will either be sold or assigned to secured creditors, with any remaining
proceeds distributed to other creditors. As a result, the Company changed its
basis of accounting effective December 31, 2000 (and for periods ending
subsequent to that date) from the going-concern basis to a liquidation basis in
accordance with generally accepted accounting principles ("GAAP"). Consequently,
at December 31, 2000, assets have been reported at estimated net realizable
value (with an allowance for estimated known disposition costs), assuming an
orderly liquidation. Liabilities are presented based on the estimated amount
expected to be allowed by the Bankruptcy Court, even though certain obligations
may be adjudicated or settled for lesser amounts as described in Note 2 of the
accompanying Consolidated Condensed Financial Statements. Differences between
(a) the estimated revalued amounts of assets and liabilities and (b) actual cash
transactions and other events after December 31, 2000 will be recognized in the
period in which they are susceptible of reasonable estimation in accordance with
GAAP.
In its Chapter 11 case, the Company may sell assets and settle liabilities for
amounts other than the estimated amounts reflected in the accompanying financial
statements. The administrative expenses resulting from the Chapter 11 filing
will unfavorably affect the future financial condition of the Company. Moreover,
future results may be adversely affected by other claims and factors resulting
from the Chapter 11 filing.
In addition, the Company has defaulted on certain indebtedness. See "Part II -
Item 3 - Defaults Upon Senior Securities."
21
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
A comparison of the results of operations between fiscal periods would not be
helpful to investors due to the Chapter 11 filing. The Company's operations have
been suspended since October 17, 2000. In addition, as discussed above, the
Company has implemented liquidation-basis accounting effective December 31,
2000.
Subsequent to the Petition Date, the Company rejected substantially all of its
lease obligations and other executory contracts pursuant to the provisions of
the Bankruptcy Code. The Company has recorded the liabilities associated with
these rejected contracts based upon management's estimate of the maximum
potential liability, and reflected such amounts in the accompanying December 31,
2000 statement of net liabilities in liquidation. These claims, however, are
subject to certain limitations imposed by the Bankruptcy Code and applicable
state law. Consequently, such claims may be settled or adjudicated in amounts
less than those recorded by the Company; however, it is not currently possible
to reasonably estimate the impact of these limitations. Pursuant to the
provisions of the Bankruptcy Code, these liabilities are treated as pre-petition
claims and reflected as "liabilities subject to compromise" in the
aforementioned statement of net liabilities in liquidation.
Although legal fees and other administrative expenses to complete the Company's
bankruptcy proceedings may be significant, they are not susceptible to
reasonable estimation at this time; accordingly, the accompanying financial
statements do not include any provision for such costs not yet incurred by the
Company. The December 31, 2000 estimated net realizable value of total assets in
liquidation will be reduced in the future by general and administrative expenses
incurred subsequent to that date.
In connection with the Chapter 11 Case and the adoption of liquidation
accounting discussed above, the Company recognized impairment charges of $29.1
million for the nine months ended December 31, 2000. The Company recognized
$19.2 million in asset impairment and adjustments to adopt liquidation-basis
accounting, $0.1 in professional fees, $7.8 million in lease and contract
rejection costs, $3.2 million in the write-off and accelerated amortization of
deferred financing costs, and adjustments of certain pre-petition liabilities of
$(1.2) million. See further discussion in Notes 2, 6 and 7 in the Consolidated
Condensed Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
As previously mentioned, the Company is operating as a debtor in possession
under the provisions of Chapter 11 of the Bankruptcy Code. The Company has
sufficient cash reserves to continue to operate on a limited basis pending the
final outcome of the Chapter 11 Case.
22
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
EQUIPMENT FINANCING AND LINE OF CREDIT ARRANGEMENT
In July 1999, UBN, a subsidiary of UBEE, entered into a credit agreement (the
"Agreement") with Nortel Networks, Inc. ("Nortel") that provided for a
line-of-credit of up to $7.0 million ("Tranche A") as well as a term loan of up
to $37 million ("Tranche B"). However, the maximum combined borrowing under the
Agreement could not exceed $37 million. Furthermore, under terms of the original
Agreement, the Company was not able to borrow under Tranche B until a $30
million equity infusion to UBN had been completed. If such infusion was not
completed by October 30, 2000, the Tranche B commitment would terminate. On
September 20, 2000 Nortel amended the Agreement, waiving the equity infusion
requirement and converting the outstanding balance of an open account, under
which Nortel advanced approximately $13 million in equipment and services, to a
draw-down under Tranche B. However, in connection with the amendment, no further
borrowings under Tranche B were allowed. The Agreement is collateralized by all
of the assets and the common stock of UBN. A substantial portion of the
Company's assets are located in its UBN subsidiary. The Agreement further
restricts UBN from dividending or loaning funds to Universal Broadband Networks,
Inc. or its other subsidiaries.
Borrowings under Tranche A could be used for working capital and general
corporate purposes, bear interest at 13%, and were schedule to mature on July
31, 2000. As of December 31, 2000, $4.1 million (including interest) was
outstanding under Tranche A and no additional borrowings were available. The
Company obtained an amendment to the Agreement from Nortel to extend the
maturity date of Tranche A to November 1, 2000. As a result of the Chapter 11
filing, the Company did not make the payment to Nortel for the outstanding
balance due on Tranche A. See further discussion in Note 2 to the accompanying
financial statements.
Borrowings under Tranche B could only be used to finance purchases of Nortel
goods and services and bear interest at the prime rate (9.5% at December 31,
2000) plus 3.75%. Tranche B is payable in twelve equal quarterly payments
beginning November 15, 2000. As of June 30, 2000, no borrowings were outstanding
under Tranche B, and the Company owed Nortel $12.8 million on an open account
for purchases of equipment and services. Effective September 20, 2000, Nortel
required the Company to convert the unfinanced purchases into borrowings under
Tranche B as a condition of amending the Agreement to waive certain covenants in
order that the Company could pursue third-party equity financing opportunities
and to continue discussions between the Company and Nortel regarding a
restructuring and expansion of the Agreement. As of December 31, 2000, $13.0
million (including interest) was outstanding under Tranche B. As a result of the
Chapter 11 Case, the Company did not make the November 15, 2000 or December 15,
2000 payment to Nortel as required under the terms of the payment schedule. See
further discussion in Note 2.
The December 31, 2000 liability amounts described above have been classified as
liabilities subject to compromise in the accompanying statement of net
liabilities in liquidation because the estimated net realizable value of UBN's
assets is less than the amount owed to Nortel.
In connection with the Agreement, the Company issued a warrant to purchase
492,094 shares of the Company's common stock (see Note 3 to the accompanying
financial statements). The estimated fair value of the warrants of approximately
$1.9 million, as well as certain other costs related to the Agreement, were
capitalized as deferred financing costs during the year ended March 31, 2000 and
amortized over the life of the Tranche A loan.
The Agreement has certain restrictive financial covenants that include minimum
tangible net worth requirements, maximum asset-to-net-worth ratios, minimum net
income requirements and other restrictions with respect to financial ratios.
Furthermore, the Agreement has restrictions related to specific activities
including, but not limited to, limitations on leases, timely payment of accounts
23
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
payable and timely submission of certain reports to Nortel. Although the Company
entered into an amendment to the Agreement that revised all such covenants
effective March 31, 2000, the Company is not in compliance with any of the
covenants or restrictions as of December 31, 2000; such non-compliance will be
processed by the Bankruptcy Court through the Chapter 11 proceedings.
OTHER DEBT
On April 17, 2000, the Company entered into an unsecured Note and Warrant
Purchase Agreement to borrow $5.0 million. The agreement provided for interest
at 6% per annum, with any unconverted principal and accrued interest due October
17, 2001. The interest was payable in cash or common stock, at the election of
the Company, upon conversion of principal or October 17, 2001, whichever is
earlier. The agreement provides for the conversion of the note's principal
balance into shares of common stock, at the election of the holder, at a price
of $6.06 per share. The conversion price equaled the closing market price of the
Company's common stock on April 17, 2000. The agreement also provided for an
adjustment of the conversion price to the closing market price of the Company's
common stock on April 17, 2001, if such price is lower than $6.06 on that date.
However, the conversion price cannot be adjusted to less than $3.94 per share.
The agreement required the Company to obtain effective registration of the
shares underlying the convertible note and the warrant (see discussion below) by
October 17, 2000. The agreement also provided for a 2% per month cash penalty if
such registration was not effective on said date.
In conjunction with the above agreement, the Company issued warrants to the
holder of the convertible note to purchase 412,541 shares of common stock at a
price of $6.06 per share. The warrants expire three years from the date of
grant. The Company estimated the fair value of the warrants at $1.7 million
using the Black-Scholes Option Pricing Model, and was amortizing such amount
over the eighteen-month life of the debt.
On May 23, 2000, the Company entered into an unsecured Note and Warrant Purchase
Agreement to borrow $0.3 million. The agreement provided for interest at 6% per
annum, with any unconverted principal and accrued interest due November 23,
2001. The interest was payable by the Company in cash or common stock, at the
election of the Company, upon conversion of principal or November 23, 2001,
whichever is earlier. The agreement provided for the conversion of the note's
principal balance into shares of common stock, at the election of the holder, at
a price of $3.91 per share. The conversion price equaled the closing market
price of the Company's common stock on May 23, 2000. The agreement also provided
for an adjustment of the conversion price to the closing market price of the
Company's common stock on May 23, 2001, if such price is lower than $3.91 on
that date. However, the conversion price cannot be adjusted to less than $2.54
per share. The agreement required the Company to obtain effective registration
of the shares underlying the convertible note and the warrant (see discussion
below) by November 23, 2000. The agreement also provided for a 2% per month cash
penalty if such registration was not effective on said date.
In conjunction with the agreement, the Company issued warrants to the holder of
the convertible note to purchase 32,000 shares of common stock at a price of
$3.91 per share. The warrants expire three years from the date of grant. The
Company estimated the fair value of the warrants at $0.1 million using the
Black-Scholes Option Pricing Model, and was amortizing such amount over the
eighteen-month life of the debt.
24
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
On June 5, 2000, the Company entered into a Note and Warrant Purchase Agreements
to borrow $1.0 million. On July 7, 2000, this agreement was amended to include
an additional $0.5 million. The agreement provided for interest at 6% per annum,
with principal and accrued interest originally due in August 2000. The agreement
also provided for default interest at a rate of 24% per annum. The agreement
required the Company to obtain effective registration of the shares underlying
the warrants issued in connection with the note (see discussion below) by August
21, 2000, and provided for a 2% per month cash penalty if such registration was
not effective on said date. The agreement is personally guaranteed by the former
Chairman of the Board of Directors of the Company, and collateralized by trust
deeds on two of his residences. The lender agreed to extend the maturity date to
January 2, 2001. According to its terms, the note was to have continued accruing
interest at the default rate until repaid. As a result of the Chapter 11 Case,
the Company did not make the payment for the outstanding balance due on this
Note Agreement. See further discussion in Note 2 to the accompanying financial
statements.
In conjunction with the agreement, the Company issued warrants to the holder of
the note to purchase 200,000 shares of common stock at a price of $2.875 per
share and 100,000 shares at a price of $4.06. The warrants expire three years
from the date of grant. The Company estimated the fair value of the warrants at
$1.0 million and $0.3 million, respectively, using the Black-Scholes Option
Pricing Model, and was amortizing such amounts over the life of the debt.
On August 15, 2000, the Company entered into an unsecured Note Agreement to
borrow $4.0 million. The agreement provided for interest at 13.73% per annum,
with principal and accrued interest due December 15, 2000. As a result of the
Chapter 11 Case, the Company did not make the payment for the outstanding
balance due on this Note Agreement. See further discussion in Note 2 to the
accompanying financial statements.
On August 2, 2000, the Company entered into a Secured Convertible Promissory
Note Agreement to borrow $8.8 million. The note was secured by shares of the
Company's common stock. Of this amount, $1.3 million was received on July 7,
2000 and previously disclosed in the Company's Form 10-K filed with the SEC on
July 10, 2000. The remaining $7.5 million was received during the quarter ended
September 30, 2000.
The entire note became convertible 91 days after its original issuance and is
convertible into shares of the Company's common stock at a price equal to 75% of
the average closing market price for the five business days immediately
preceding the conversion date. The reduced conversion price represents a
beneficial conversion feature that the Company has valued at $1.5 million. This
amount has been expensed as part of the accelerated amortization of deferred
financing costs. The note bears interest at the rate of 8% per annum, and is due
and payable, if not converted, on August 2, 2003.
During the quarter ended December 31, 2000, principal of $0.5 million was
converted into 849,688 shares and interest of $8,000 was converted into 13,624
shares for a total of 863,311 shares of the Company's common stock issued in
connection with conversion of the debt.
In connection with the above agreement, the Company issued warrants to a broker
for services rendered to purchase 200,000 shares of common stock at a price of
$1.50 per share. The Company estimated the fair value of the warrants at $0.5
million using the Black-Scholes Option Pricing Model.
25
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
PRIVATE PLACEMENT
In September 2000, the Company sold shares of its common stock through a private
placement. The Company issued 333,333 shares for consideration of $0.4 million
(net of $0.1 million commissions).
SERIES B CONVERTIBLE PREFERRED STOCK
On July 21, 2000, the Company entered into an agreement with a private investor
whereby the investor purchased 100,000 shares of the Company's convertible
Preferred Series B Stock (the "Series B Preferred Stock") at a price of $10.00
per share for a gross price of $1.0 million, net of commissions of $0.2 million.
The convertible feature of the Series B Preferred Stock provided for a rate of
conversion that is below market value. Under terms of the Agreement, the
investors have the right to convert the Series B Preferred Stock into common
stock at a 25% discount from the average closing market price of the Company's
common stock for the five business days immediately preceding the conversion
request. Such feature represents a beneficial conversion feature that the
Company valued at $249. In the calculation of basic and diluted loss per common
share, the value of the beneficial conversion feature has increased the net loss
applicable to common shareholders.
In conjunction with the sale of the Series B Preferred Stock, the Company
granted the investors warrants to purchase 1.0 million shares of common stock at
a price of $1.50 per share and granted the placement agent warrants to purchase
150,000 shares of common stock at a price of $1.50 per share.
During the nine months ended December 31, 2000, 41,581 shares of Series B
Preferred Stock were converted into 737,300 shares of common stock.
26
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
OPTIONS GRANTED TO PURCHASE COMMON STOCK
The Company's Board of Directors adopted the 2000 Management Equity Incentive
Plan (the "Management Plan") and the 2000 Equity Incentive Plan (the "Equity
Plan") during the year ended March 31, 2000. Both of the Plans required
shareholder approval, which was obtained on July 25, 2000 at the Annual
Stockholders Meeting.
Under terms of the Management Plan and the Equity Plan, from May 17, 2000 to
August 1, 2000, the Company granted options to purchase 1,223,750 shares of its
common stock to certain management and employees at prices between $2.94 and
$4.63 per share, the closing market prices of the Company's common stock on each
grant date. In addition, pursuant to terms of an employment contract with the
Company's Chief Executive Officer ("CEO"), on June 19, 2000 the Company granted
options to purchase one million shares of common stock to its CEO at $5.28 per
share, the closing market price of the Company's common stock on such grant
date. These plans are "non-compensatory" under APB No. 25 and, accordingly, no
compensation expense was recorded in connection with these grants.
On April 13, 2000, the Company granted various service providers options to
purchase 20,500 common shares of stock at a price of $8.03 per share. The
exercise price equaled the closing market price of the Company's common stock at
the date of grant. The Company estimated the fair value of the options at $0.2
million using the Black-Scholes Option Pricing Model, and recorded the expense
during the quarter ended June 30, 2000.
COMMITMENTS AND CONTINGENCIES
REGISTRATION RIGHTS AGREEMENTS
As disclosed elsewhere herein, the Company is obligated under various agreements
to register its common stock, including the common stock underlying certain
warrants and convertible preferred stock. The Company is subject to penalties
for failure to register such securities, the amount of which could be material
to the Company's consolidated financial condition, results of operations and
cash flows. The Company filed a registration statement on Form S-3 in August
2000 to register the necessary securities, and such registration was deemed
effective by the Securities and Exchange Commission on September 13, 2000.
Thereafter, the Company defaulted on certain registration obligations. These
defaults will be processed through the Chapter 11 Case.
INFLATION
Management does not believe that inflation has had or is likely to have any
significant impact on the Company's limited operations.
27
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On the Petition Date, the Company filed a voluntary petition for relief under
the Bankruptcy Code in the United States Bankruptcy Court for the Central
District of California. For more information, see Note 2 ("Bankruptcy Case and
Related Matters") to the accompanying financial statements.
The Company has been named as a defendant in certain legal proceedings,
principally with regard to the enforcement of contractual obligations for
payment for services or products. Moreover, there are other threatened claims of
a substantial nature that have been asserted against the Company. All lawsuits
have been stayed with respect to the Company as a result of the petition for
relief under Chapter 11 of the Bankruptcy Code.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Under terms of the secured financing agreement with Nortel, $4.1 million of
principal and interest under Tranche A became due and payable on November 1,
2000. In addition, monthly payments of $1.1 million each in principal and
interest under Tranche B were due and payable on November 15, 2000, December 15,
2000, and January 15, 2001. Also, $4.1 and $1.6 million, respectively, of
principal and interest under terms of two unsecured note agreements became due
and payable on December 15, 2000 and January 2, 2001, respectively.
As previously disclosed, the Company did not make the payments on any of the
above credit agreements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
ITEM 5. OTHER INFORMATION
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Effective October 31, 2000, the Company accepted the resignation of BDO Seidman,
LLP, as the Company's independent certified public accountant, which was
tendered on that same date. No disagreements existed between the Company and BDO
Seidman, LLP, with respect to any financial statement of the Company or the
presentation of any financial statement for which BDO Seidman, LLP, issued a
report.
On December 28, 2000 the Company engaged Squar, Milner, Reehl & Williamson, LLP
("Squar Milner"), to replace BDO Seidman, LLP. Due to the filing deadline of
November 14, 2000, the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 was not reviewed by an independent accountant. Because
management was unable to prepare such Form 10-Q under its normal review
standards, the Company may be required to amend the filing if Squar Milner is
engaged to review the September 30, 2000 Form 10-Q in accordance with applicable
professional standards.
28
UNIVERSAL BROADBAND NETWORKS, INC. (FORMERLY IJNT.NET, INC.) AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
TRADING MARKET
The Company's common stock ceased trading on the Nasdaq National Market on
October 17, 2000 at the Company's request. Since the Company no longer satisfies
the requirements for continued listing on the Nasdaq National Market, by letter
dated November 3, 2000, the Company requested that its securities be delisted
from the Nasdaq National Market. On November 9, 2000, the Company's common stock
began being quoted on the "Pink Sheets"; such market is not sponsored or
supported by the Company. No assurance can be given as to the continuing
existence or liquidity of any trading market for the Company's common stock.
Notwithstanding this market activity, the Company believes that its outstanding
shares of common stock currently have no value.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Exhibits:
27.1 Financial Data Schedule
(2) Reports on Form 8-K:
The Company filed a report on Form 8-K on October 17, 2000 to report
that the Company's efforts to secure new vendor financing were
unsuccessful.
The Company filed a report on Form 8-K on November 6, 2000 to report
the filing of the Company's bankruptcy case under Chapter 11, the
resignation of the Company's accountants (BDO Seidman, LLP), and the
request by the Company that its securities be delisted from the
Nasdaq National Market since the Company no longer satisfies the
listing requirements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 20, 2001
UNIVERSAL BROADBAND NETWORKS, INC.
/S/ BRANDON POWELL
--------------------------------------
Brandon Powell
Executive Vice President and Secretary
29