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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 


 

FORM 10-Q

 

x   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2003

 

¨   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                 to

 

Commission File Number 000–21091

 


 

FIRST AVENUE NETWORKS, INC.

(formerly known as Advanced Radio Telecom Corp.)

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation or organization)

 

52-1869023

(I.R.S. Employer

Identification No.)

 

230 Court Square, Suite 202, Charlottesville, VA 22902

(Address of principal executive offices )

 

(434) 220-4988

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x     No ¨.

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court: Yes x No ¨.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934):  Yes      No x.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: Pursuant to its plan of reorganization, the registrant has 20,000,000 shares of its common stock outstanding as of April 11, 2003. As of such date, 18,512,064 shares have been distributed pursuant to the plan of reorganization.

 


 

 


Table of Contents

 

FIRST AVENUE NETWORKS, INC.

 

INDEX

 

        

Page


   

PART I.    FINANCIAL INFORMATION

    

Item 1.    

 

Financial Statements

  

3

Item 2.    

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

8

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

  

12

Item 4.

 

Controls and Procedures

  

12

   

PART II.    OTHER INFORMATION

    

Item 1.

 

Legal Proceedings

  

12

Item 6.

 

Exhibits and Reports on Form 8-K

  

12

Signatures

  

13

Certifications

  

14

 

2


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ITEM 1.     FINANCIAL STATEMENTS

 

FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)

 

    

March 31, 2003


      

December 31, 2002


 

Current assets:

                   

Cash and cash equivalents

  

$

4,757

 

    

$

5,300

 

Accounts receivable, net

  

 

111

 

    

 

35

 

Prepaid expenses and other current assets

  

 

88

 

    

 

97

 

Inventory

  

 

368

 

    

 

368

 

    


    


Total current assets

  

 

5,324

 

    

 

5,800

 

Property and equipment, net of accumulated depreciation

  

 

22

 

    

 

25

 

FCC licenses

  

 

21,600

 

    

 

21,600

 

Other assets

  

 

4

 

    

 

4

 

    


    


Total assets

  

$

26,950

 

    

$

27,429

 

    


    


Current liabilities:

                   

Accounts payable

  

$

146

 

    

$

718

 

Accrued compensation and benefits

  

 

290

 

    

 

255

 

Accrued taxes other than income

  

 

350

 

    

 

350

 

Other accrued liabilities

  

 

408

 

    

 

464

 

    


    


Total current liabilities

  

 

1,194

 

    

 

1,787

 

Senior secured notes, net of unamortized discount

  

 

9,231

 

    

 

8,756

 

Other accrued taxes

  

 

3,760

 

    

 

3,760

 

    


    


Total liabilities

  

 

14,185

 

    

 

14,303

 

    


    


Commitments and contingencies (Note 4)

                   

Stockholders’ equity:

                   

Common stock, $0.001 par value; 50,000,000 shares authorized, 20,000,000 shares issued and outstanding

  

 

20

 

    

 

20

 

Additional paid-in capital

  

 

40,831

 

    

 

40,831

 

Accumulated deficit

  

 

(28,086

)

    

 

(27,725

)

    


    


Total stockholders’ equity

  

 

12,765

 

    

 

13,126

 

    


    


Total liabilities and stockholders’ equity

  

$

26,950

 

    

$

27,429

 

    


    


 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


Table of Contents

 

FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

 

    

Three Months Ended March 31,


 
    

2003


    

2002


 

Revenues

  

$

53

 

  

$

75

 

    


  


Costs and expenses:

      

Technical and network operations

  

 

1

 

  

 

18

 

Sales and marketing

  

 

50

 

  

 

57

 

General and administrative

  

 

320

 

  

 

743

 

Depreciation and amortization

  

 

2

 

  

 

13

 

    


  


Total costs and expenses

  

 

373

 

  

 

831

 

    


  


Loss from operations

  

 

(320

)

  

 

(756

)

    


  


Interest and other:

                 

Interest expense

  

 

(475

)

  

 

(577

)

Interest income

  

 

14

 

  

 

41

 

Other

  

 

420

 

  

 

49

 

    


  


Total interest and other

  

 

(41

)

  

 

(487

)

    


  


Net loss

  

$

(361

)

  

$

(1,243

)

    


  


Basic and diluted net loss per common share

                 

Net loss

  

$

(0.02

)

  

$

(0.06

)

    


  


Weighted average common shares

  

 

20,000

 

  

 

20,000

 

    


  


 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


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FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

    

Three Months Ended March 31,


 
    

2003


    

2002


 

Cash flows from operating activities:

                 

Net loss

  

$

(361

)

  

$

(1,243

)

Adjustments to reconcile net loss to net cash used in operating activities:

                 

Depreciation and amortization

  

 

2

 

  

 

13

 

Non-cash interest expense

  

 

475

 

  

 

577

 

Changes in operating assets and liabilities

  

 

(659

)

  

 

(364

)

    


  


Net cash used in operating activities

  

 

(543

)

  

 

(1,017

)

    


  


Cash flows from investing activities:

                 

Proceeds from assets held for sale

  

 

—  

 

  

 

745

 

Purchases of property and equipment

  

 

—  

 

  

 

(21

)

    


  


Net cash provided by investing activities

  

 

—  

 

  

 

724

 

    


  


Net decrease in cash and cash equivalents

  

 

(543

)

  

 

(293

)

Cash and cash equivalents, beginning of period

  

 

5,300

 

  

 

5,850

 

    


  


Cash and cash equivalents, end of period

  

$

4,757

 

  

$

5,557

 

    


  


Supplemental Disclosure of Cash Flow Information:

                 

Non-cash financing and investing activities:

                 

Issuance of senior secured notes for paid-in-kind interest

  

$

271

 

  

$

278

 

    


  


 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


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First Avenue Networks, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

Note 1—The Company and Basis of Presentation

 

First Avenue Networks, Inc. (collectively with its subsidiaries, the “Company”) owns over 750 wireless telecommunications licenses granted by the Federal Communications Commission (“FCC”) that provide coverage of substantially all of the continental United States with 39 GHz spectrum. This license portfolio represents over 980 million channel pops, calculated as number of channels in a given area multiplied by the population covered by these channels.

 

The Company was previously known as Advanced Radio Telecom Corp. (“ART”). In February 2002, the shareholders approved amendments to the Certificate of Incorporation to change the Company’s name to First Avenue Networks, Inc. ART with its subsidiaries filed a voluntary petition with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for protection under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) on April 20, 2001 (the “Petition Date”).

 

On October 31, 2001, the Bankruptcy Court approved the Company’s Plan of Reorganization filed with the Bankruptcy Court on September 27, 2001 (the “Plan”). On December 20, 2001 (the “Effective Date”), the Company met all of the Conditions Precedent to the Effective Date (as defined), the Plan was effective and the Company emerged from proceedings under Chapter 11 of the Bankruptcy Code. For financial reporting purposes, the Company reflected its emergence from bankruptcy as of the close of business on December 31, 2001.

 

The Company is subject to all of the risks inherent in an early-stage business in the telecommunication industry. These risks include, but are not limited to: limited operating history; management of a changing business; reliance on other third parties; competitive nature of the industry; development and maintenance of efficient technologies to support the business; employee turnover; and, operating cash requirements. Management expects operating losses and negative cash flows to continue for the near term. Failure to generate sufficient revenues could have a material adverse effect on the Company’s results of operations, financial condition and cash flows. The recoverability of assets is highly dependent on the ability of management to execute its business plan.

 

Interim financial statements – Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of Company management, these financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position and results of operation for the interim periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2002 audited consolidated financial statements and notes thereto contained in the Company’s 2002 Annual Report on Form 10-K.

 

Use of estimates – Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from those estimates. Among the more significant estimates made by management include fair values of assets and liabilities, accrued property and use taxes and realization of deferred tax assets.

 

FCC licenses – FCC licenses are granted for initial ten-year terms with renewal dates ranging from 2006 to 2011. Under the provisions of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS No. 142”), FCC licenses are deemed to have an indefinite useful life and are not amortized.

 

Impairment of long-lived assets – The Company evaluates its long-lived assets for impairment and continues to evaluate them as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. In cases where undiscounted expected cash flows associated with such assets are less than their carrying value, an impairment provision is recognized in an amount by which the carrying value exceeds the estimated fair value of such assets. Recoverability of the carrying value of the Company’s FCC licenses is dependent on successful deployment of networks and radio links or sales of such assets to a third party. The Company considers the FCC licenses to have an indefinite useful life under the provisions of SFAS No. 142. The Company performs an annual impairment test on this asset. If events and circumstances indicate the assets might be impaired, the Company will perform such a test on an interim basis. The impairment test compares the fair value of the FCC licenses with the carrying value of the asset. If the fair value is less than the carrying values an impairment loss will be recorded.

 

Net loss per share – Calculation of loss per share for the three months ended March 31, 2003 and 2002 excludes the effect of warrants and options to purchase 4.0 million and 940,000, respectively, shares of common stock since inclusion in such calculation would have been antidilutive.

 

6


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Stock options – The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, including Financial Accounting Standards Board Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation”, for its stock-based compensation plan. Accordingly, compensation cost for stock options granted to employees and directors is measured as the excess, if any, of fair value of company stock over exercise price at the measurement date, except when the plan is determined to be variable in nature. The Company accounts for equity stock options granted to non-employees at fair value.

 

The following table summarizes relevant information as to reported results under the Company’s intrinsic value method of accounting for stock awards, with supplemental information as if the fair value recognition provisions of SFAS No. 123, “Accounting for Stock Based Compensation,” (SFAS 123) had been applied (in thousands, except per share data):

 

<
    

For the Three Months
Ended March 31,


 
    

2003


    

2002


 

Net loss, as reported

  

$

(361

)

  

$

(1,243

)

Less: Stock based compensation determined under fair value based method for all awards

  

 

—  

 

  

 

—  

 

    


  


Net loss, as adjusted for fair value method for all stock based awards

  

$

(361

)

  

$

(1,243

)

    


  


Basic and diluted loss per share, as reported and adjusted

  

$

(0.02

)

  

$

(0.06

)