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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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/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, 2001
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) 399-0780
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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 / / No /X/
As of February 11, 2002 there were 25,344,184 shares of Common Stock
outstanding.
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UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
INDEX
PAGE NO.
--------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statements of Net Liabilities
in Liquidation as of December 31, 2001 (unaudited)
and March 31, 2001..................................... 3
Consolidated Condensed Statements of Changes in Net
Liabilities in Liquidation for the three and nine
months ended December 31, 2001 (unaudited).............. 4
Consolidated Condensed Statements of Operations for
the three and nine months ended December 31, 2000
(unaudited)............................................ 5
Consolidated Condensed Statement of Cash Flows for
the nine months ended December 31, 2001
(unaudited)............................................ 6
Consolidated Condensed Statement of Cash Flows for
the nine months ended December 31, 2000
(unaudited)............................................ 7
Notes to Consolidated Condensed Financial Statements..... 9
Item 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations............ 15
Item 3. Quantitative and Qualitative Disclosure About
Market Risk........................................ *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes In Securities and Use of Proceeds............ 17
Item 3. Defaults Upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote of Security Holders.. 17
Item 5. Other Information.................................... 17
Item 6. Exhibits and Reports on Form 8-K..................... 17
SIGNATURES......................................................... 18
* No information provided due to inapplicability of item.
2
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF NET LIABILITIES IN LIQUIDATION
(AMOUNTS IN THOUSANDS)
(LIQUIDATION BASIS)
ASSETS
DECEMBER 31, MARCH 31,
2001 2001
-------- --------
(Unaudited)
Cash ..................................................... $ 472 $ 719
Accounts receivable ...................................... 68 72
Receivable from Nortel ................................... 168 -
Prepaid expenses and other assets ........................ 3 9
Transmission equipment (Note 4) .......................... - 1,000
Frequency licenses and access rights ..................... 250 250
-------- --------
Total assets in liquidation ......................... $ 961 $ 2,050
======== ========
LIABILITIES
Post-petition accounts payable and accrued liabilities ... $ 773 $ 245
Liabilities subject to compromise ........................ 54,233 57,033
-------- --------
Total liabilities in liquidation ..................... 55,006 57,278
-------- --------
Net liabilities in liquidation .......................... $54,045 $55,228
======== ========
See accompanying notes to consolidated condensed financial statements.
3
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENTS OF
CHANGES IN NET LIABILITIES IN LIQUIDATION
(AMOUNTS IN THOUSANDS)
(LIQUIDATION BASIS)
(UNAUDITED)
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2001 2001
-------- --------
Revenues ................................. $ 0 $ 17
-------- --------
Operating expenses:
Network expenses ......................... 4 56
Payroll and related expenses ............. 83 349
General and administrative expenses ...... 111 670
Gain on liquidation of equipment ......... (1,968) (1,968)
Other (income) expense ................... (7) (273)
-------- --------
Total operating expenses ......... (1,777) (1,166)
-------- --------
Net income ............................... $ 1,777 $ 1,183
======== ========
See accompanying notes to consolidated condensed financial statements.
4
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(GOING CONCERN BASIS)
(UNAUDITED)
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2000 2000
---- ----
Revenues ............................................. $ 327 $ 1,644
------------- -------------
Operating expenses:
Network expenses ................................... 517 5,744
Payroll and related expenses ....................... 1,281 5,248
Selling, general and administrative expenses ....... 879 6,972
Depreciation and amortization ...................... 680 3,451
------------- -------------
Total operating expenses ........................ 3,357 21,415
------------- -------------
Operating loss ....................................... (3,030) (19,771)
Interest income .................................... 15 64
Interest expense, including amortization of
deferred financing costs ......................... (367) (6,859)
------------- -------------
Loss before reorganization items ..................... (3,382) (26,566)
Reorganization items ................................. (18,649) (29,115)
------------- -------------
Net loss ............................................. $ (22,031) $ (55,681)
Preferred stock dividends ............................ - (23)
Preferred stock beneficial conversion feature ........ - (249)
------------- -------------
Net loss applicable to common shareholders ........... $ (22,031) $ (55,953)
============= =============
Net loss per share, basic and diluted ................ $ (1.05) $ (2.69)
============= =============
Weighted-average number of shares, basic and diluted . 20,960,323 20,794,140
============= =============
See accompanying notes to consolidated condensed financial statements.
5
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(LIQUIDATION BASIS)
(UNAUDITED)
FOR THE NINE
MONTHS ENDED
DECEMBER 31,
------------
2001
----
Change in net liabilities in liquidation:
Cash ................................................ $ 247
Accounts receivable ................................. 4
Receivable from Nortel .............................. (168)
Prepaid expenses and other current assets ........... 6
Transmission equipment .............................. 1,000
Liabilities subject to compromise ................... (2,800)
Post petition account payable and accrued liabilities 528
---------
Decrease in net liabilities in liquidation ............ (1,183)
Net liabilities in liquidation, March 31, 2001 ........ 55,228
---------
Net liabilities in liquidation, December 31, 2001 ..... $ 54,045
=========
See accompanying notes to consolidated condensed financial statements.
6
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(GOING CONCERN BASIS)
(UNAUDITED)
FOR THE NINE
MONTHS ENDED
DECEMBER 31,
------------
2000
----
Cash flows used in operating activities:
Net loss ....................................................... $(55,681)
Adjustments to reconcile net loss to net cash used in
operating activities:
Reorganization items ....................................... 19,150
Depreciation and amortization .............................. 3,451
Amortization and direct write-off of deferred financing
costs .................................................... 5,660
Stock options and warrants issued as professional
expense .................................................. 1,365
Stock issued for services .................................. 554
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)
Prepaid expenses and other current assets .............. 622
Other assets ........................................... 91
Account payable and accrued liabilities ................ 676
Accrued payroll, benefits and related costs ............ (336)
---------
Net cash used in operating activities .......................... (15,431)
---------
Cash flows used in investing activities:
Purchases of fixed assets ...................................... (1,512)
---------
Net cash used in investing activities .......................... (1,512)
---------
Cash flows provided by financing activities:
Borrowings of short-term debt .................................. 19,545
Repayment of short-term debt ................................... (4,000)
Repayment of capital lease obligations ......................... (408)
Proceeds from exercise of warrants ............................. 225
Proceeds from sale of preferred stock, net ..................... 834
Proceeds from sale of common stock, net ........................ 450
---------
Net cash provided by financing activities ...................... 16,646
---------
Net decrease in cash ............................................. (297)
Cash at beginning of period ...................................... 1,176
---------
Cash at end of period ............................................ $ 879
=========
See accompanying notes to consolidated condensed financial statements.
7
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(GOING CONCERN BASIS)
(UNAUDITED)
FOR THE NINE
MONTHS ENDED
DECEMBER 31,
------------
2000
----
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
========
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
========
See accompanying notes to consolidated condensed financial statements.
8
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
Universal Broadband Networks, Inc. operated through several wholly-owned
subsidiaries (collectively the "Company"): 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. All significant intercompany balances and transactions have been
eliminated in consolidation.
The Company was formerly engaged in the business of providing wireless internet
access through microwave technology, dial-up internet access, web site design,
web hosting services, fiber backbone connectivity, and other telecommunications
carrier services. Prior to October 31, 2000, the Company principally operated in
Utah (Salt Lake City), Texas, and California. As of June 2000, the Company had
leased or otherwise acquired access to fiber route co-location facilities in
several major cities in the aforementioned states.
LIQUIDATION BASIS OF ACCOUNTING
On October 31, 2000 (the "Petition Date"), the Company and four of its
wholly-owned subsidiaries 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 Note 2 for additional information.
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 accounting principles generally accepted in the United States
("GAAP"). Consequently, at December 31, 2001 and March 31, 2001, 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, 2001 will be recognized in the period in which they are
susceptible of reasonable estimation in accordance with GAAP.
9
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION (CONTINUED)
The accompanying consolidated condensed statements of operations for the three
and nine months ended December 31, 2000 and the consolidated condensed statement
of cash flows for the nine months ended December 31, 2000 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
liquidation of liabilities is 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, 2001 and March
31, 2001. Such values could differ materially from amounts ultimately realized
in the future as Company completes its liquidation. In the Chapter 11 Case, all
of the Company's liabilities as of the Petition Date are considered subject to
compromise (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 accompanying December
31, 2001 and March 31, 2001 consolidated condensed statements of net liabilities
in liquidation.
Generally, actions to enforce or otherwise effect repayment of 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
consolidated condensed statement of net liabilities in liquidation (see Note 2)
are principally 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,
Statement of Position No. 90-7, "FINANCIAL REPORTING BY ENTITIES IN
REORGANIZATION UNDER THE BANKRUPTCY CODE," is no longer mandatory under GAAP.
The accompanying consolidated condensed statement of net liabilities in
liquidation at December 31, 2001, the consolidated condensed statements of
changes in net liabilities in liquidation for the three and nine months ended
December 31, 2001, the consolidated condensed statements of operations for the
three and nine months ended December 31, 2000, and the consolidated condensed
statements of cash flows for the nine month periods ended December 31, 2001 and
2000 are unaudited. 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
Note 2) are only of a normal recurring nature and which are necessary for a fair
presentation of the consolidated net liabilities in liquidation, financial
position, and results of operations for such periods. 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 11, 2001.
10
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
Due to the Company's Chapter 11 Case and the adoption of the liquidation basis
of accounting, the Company does not believe that recent accounting
pronouncements will have a material effect on the accompanying consolidated
condensed financial statements.
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.
The Company's bankruptcy filing resulted in non-payment of various debt amounts,
as discussed in the Company's Form 10-K, filed with the SEC on July 11, 2001.
Because of the combination of such defaults and cross-default provisions
included in the Company's other debt agreements 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
Chapter 11 Case.
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.
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, 2001 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.
11
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
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" penny stock bulletins; 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 nominal value.
LIABILITIES SUBJECT TO COMPROMISE
The December 31, 2001 balances of unsecured and undersecured pre-petition
liabilities that became subject to compromise on October 31, 2000 are as
follows:
Secured vendor financing (Note 4) $ 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 20,818
-------------
Total liabilities subject to compromise $ 54,233
=============
3. LOSS PER COMMON SHARE
Basic loss per common share for the three and nine months ended December 31,
2000 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. For the nine months ended December 31, 2000, net loss applicable to
common shareholders has been increased for the effect of the preferred stock
dividends. 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.
12
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
4. 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"). See further discussion and details in the Company's Form
10-K for the year ended March 31, 2001, filed with the SEC on July 11, 2001.
The estimated net realizable value of the transmission equipment that is
collateral for the above agreement was valued at $1,000 based in part on an
independent third-party valuation, effective March 31, 2001. See
discussion below regarding the liquidation of such equipment.
On December 20, 2001, the Bankruptcy Court approved an order effectively
disposing of the Nortel equipment via a nonjudicial foreclosure conducted by
Nortel Networks, Inc. (Nortel), a significant creditor in the Chapter 11 Case.
Under such agreement, the Company received $168 in cash and a reduction of the
liabilities owed Nortel in an amount no less than $2,800. Such cash was received
subsequently on February 5, 2002. The Company has accounted for the agreement as
a disposition of the Nortel equipment for $2,968 resulting in a gain on
liquidation of equipment in the amount of $1,968.
The December 31, 2001 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 for December 31, 2001
and March 31, 2001:
DECEMBER 31, MARCH 31,
2001 2001
--------- ---------
(Unaudited)
Tranche A....................... $ 1,289 $ 4,089
Tranche B....................... 13,188 13,188
------------- -------------
Total...................... $ 14,477 $ 17,277
============= =============
13
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
5. COMMITMENTS AND CONTINGENCIES
As previously disclosed in Form 10-K filed with the SEC on July 11, 2001, the
Company had been negotiating a merger with Norstar Telecommunications, Inc.
("Norstar"). During the quarter ended June 30, 2001, the Company received an
initial non-refundable deposit of $50 cash under terms of a binding Letter of
Intent ("LOI"). However, Norstar has breached such LOI by indicating that it
will not go forward with the merger.
The Company is presently negotiating a merger with Clothing Source of
California, Inc. (Clothing Source). Based on an Agreement and Plan of Merger
(Agreement) executed on November 26, 2001, the principal terms of the proposed
merger are as follows: (a) Clothing Source would be merged into the Company,
which would be the surviving entity, (b) the Company would receive a total of
$115 in cash ($50 within 10 days of execution of the Agreement and $65 by 10
days prior to the closing), and its largest creditors would own approximately
15% of the surviving entity, (c) such cash consideration and most of the
Company's other assets would be transferred to a third party for the benefit of
the Company's creditors, and (d) Clothing Source's stockholders would own the
remaining 85% of the surviving entity. The Agreement also requires the surviving
entity to undertake certain future registrations of Company securities. The
Company has not received the initial payment of $50 as of February 14, 2002.
The proposed merger is subject to approval of the Bankruptcy Court.
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.
14
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(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
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 Notes 1 and 2 of the
Consolidated Condensed Financial Statements for additional information.
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 accounting principles generally accepted in the United States
("GAAP"). Consequently, at December 31, 2001 and March 31, 2001, 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. Differences between (a) the estimated revalued amounts of assets and
liabilities and (b) actual cash transactions and other events after December 31,
2001 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."
15
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(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 2000. In addition, as discussed above, the Company
has implemented liquidation-basis accounting effective December 31, 2000 and for
periods subsequent to that date.
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,
2001 and March 31, 2001 statements 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, 2001 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.
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.
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.
16
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(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 consolidated condensed 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, monthly payments of
$1.1 million each in principal and interest under Tranche B were due and payable
monthly between April 1, 2001 and December 1, 2001. As previously disclosed, the
Company did not make the payments on any of their credit agreements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Exhibits:
None
(2) Reports on Form 8-K:
None
17
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (FORMERLY IJNT.NET, INC.)
(DEBTOR-IN-POSSESSION)
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 14, 2002
UNIVERSAL BROADBAND NETWORKS, INC.
/S/ BRANDON POWELL
--------------------------
Brandon Powell
Executive Vice President and Secretary
18