SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
| x |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002 |
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| |
| o |
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 00021091
FIRST AVENUE NETWORKS, INC.
(formerly known as Advanced Radio Telecom Corp.)
(Exact name of registrant as specified in its charter)
| Delaware |
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52-1869023 |
| (State or other jurisdiction |
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(I.R.S. Employer |
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| 230 Court Square, Suite 202, Charlottesville, VA 22902 | ||
| (Address of principal executive offices) | ||
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| (434) 220-4988 | ||
| (Registrants 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 o No x
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 o.
Indicate the number of shares outstanding of each of the registrants 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 August 2, 2002. As of such date, 18,512,064 shares have been distributed pursuant to the plan of reorganization.
1
FIRST AVENUE NETWORKS, INC.
INDEX
| PART I. FINANCIAL INFORMATION | ||
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Page |
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| Item 1. |
3 | |
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| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
9 |
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| Item 3. |
13 | |
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| Item 1. |
14 | |
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| Item 4. |
14 | |
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| Item 6. |
14 | |
2
FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
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Successor (Note 1) |
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Successor (Note 1) |
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| Current assets: |
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|
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| |||
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Cash and cash equivalents |
|
$ |
5,457 |
|
$ |
5,850 |
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|
|
Accounts receivable, net |
|
|
22 |
|
|
45 |
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|
|
Prepaid expenses and other current assets |
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|
192 |
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179 |
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Assets held for sale |
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|
743 |
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Total current assets |
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5,671 |
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6,817 |
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| Property and equipment, net |
|
|
417 |
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|
468 |
| |
| FCC licenses |
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46,388 |
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46,388 |
| |
| Other assets |
|
|
8 |
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21 |
| |
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Total assets |
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$ |
52,484 |
|
$ |
53,694 |
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| Current liabilities: |
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Accounts payable |
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$ |
484 |
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$ |
457 |
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Accrued compensation and benefits |
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|
264 |
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238 |
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Accounts payable to related parties |
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258 |
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Accrued taxes other than income |
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350 |
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|
350 |
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Other accrued liabilities |
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578 |
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1,177 |
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Total current liabilities |
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1,934 |
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2,222 |
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| Senior secured notes, net |
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7,823 |
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6,883 |
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| Other non-current liabilities |
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3,950 |
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|
3,777 |
| |
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Total liabilities |
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13,707 |
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|
12,882 |
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| Commitments and contingencies (Note 4) |
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| Stockholders equity: |
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Common stock, $0.001 par value; 50,000,000 shares authorized, 20,000,000 shares issued and outstanding |
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20 |
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20 |
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Additional paid-in capital |
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40,808 |
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40,792 |
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Accumulated deficit |
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(2,051 |
) |
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Total stockholders equity |
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38,777 |
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|
40,812 |
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Total liabilities and stockholders equity |
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$ |
52,484 |
|
$ |
53,694 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share
data)
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Three Months Ended |
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Six Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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Successor |
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Predecessor |
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Successor |
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Predecessor |
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| Revenues |
|
$ |
74 |
|
$ |
184 |
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$ |
149 |
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$ |
432 |
| |
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| Costs and expenses: |
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Technical and network operations |
|
|
7 |
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1,007 |
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25 |
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8,229 |
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Sales and marketing |
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58 |
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|
111 |
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115 |
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1,381 |
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General and administrative |
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430 |
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|
1,248 |
|
|
1,173 |
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9,659 |
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Provision for equipment impairment |
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40,803 |
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|
|
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41,235 |
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Depreciation and amortization |
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2 |
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5,285 |
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|
15 |
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10,546 |
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Total costs and expenses |
|
|
497 |
|
|
48,454 |
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|
1,328 |
|
|
71,050 |
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| Loss from operations |
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(423 |
) |
|
(48,270 |
) |
|
(1,179 |
) |
|
(70,618 |
) | |
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| Interest and other: |
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Interest expense |
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(552 |
) |
|
(1,835 |
) |
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(1,129 |
) |
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(7,702 |
) |
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Interest income |
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21 |
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|
52 |
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|
62 |
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|
319 |
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Other |
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|
146 |
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|
195 |
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|
311 |
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Total interest and other |
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(385 |
) |
|
(1,783 |
) |
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(872 |
) |
|
(7,072 |
) |
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| Net loss before reorganization items |
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(808 |
) |
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(50,053 |
) |
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(2,051 |
) |
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(77,690 |
) | |
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| Reorganization items related to bankruptcy: |
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Professional fees and other reorganization costs |
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4,071 |
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4,071 |
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| Net loss |
|
$ |
(808 |
) |
$ |
(54,124 |
) |
$ |
(2,051 |
) |
$ |
(81,761 |
) | |
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| Basic and diluted net loss per common share |
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Net loss |
|
$ |
(0.04 |
) |
$ |
(1.37 |
) |
$ |
(0.10 |
) |
$ |
(2.08 |
) |
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| Weighted average common shares |
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20,000 |
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|
39,471 |
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20,000 |
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39,390 |
| |
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The accompanying notes are an integral part of these consolidated financial statements.
4
FIRST AVENUE NETWORKS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
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Six Months Ended June 30, |
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2002 |
|
2001 |
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Successor |
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Predeccessor |
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| Cash flows from operating activities: |
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Net loss |
|
$ |
(2,051 |
) |
$ |
(81,761 |
) | |||
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Provision for equipment impairment |
|
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41,235 |
| ||
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Provision for note impairment |
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3,896 |
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Non-cash stock-based compensation expense |
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|
224 |
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Depreciation and amortization |
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15 |
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10,546 |
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Gain on sale of assets held for resale |
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(132 |
) |
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Non-cash income |
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(10 |
) |
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Deferred income tax benefit |
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(530 |
) | ||
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Non-cash interest expense |
|
|
1,129 |
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|
1,339 |
| ||
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|
Changes in operating assets and liabilities |
|
|
(248 |
) |
|
(1,455 |
) | ||
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Net cash used in operating activities |
|
|
(1,297 |
) |
|
(26,506 |
) | ||
|
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| Cash flows from investing activities: |
|
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Proceeds from assets held for sale |
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|
925 |
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|
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Purchase of short-term investments |
|
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|
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|
1,293 |
| |||
|
|
Purchases of property and equipment |
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|
(21 |
) |
|
(4,206 |
) | |||
|
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|
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|
|
|
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|
| |||
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Net cash provided by (used in) investing activities |
|
|
904 |
|
|
(2,913 |
) | ||
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|
|
|
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|
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|
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| Cash flows from financing activities: |
|
|
|
|
|
|
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Proceeds from vendor financing facility borrowings |
|
|
|
|
|
133 |
| |||
|
|
|
|
|
|
|
|
|
| |||
|
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|
Net cash provided by financing activities |
|
|
|
|
|
133 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
| Net decrease in cash and cash equivalents |
|
|
(393 |
) |
|
(29,286 |
) | ||||
| Cash and cash equivalents, beginning of period |
|
|
5,850 |
|
|
32,314 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||
| Cash and cash equivalents, end of period |
|
$ |
5,457 |
|
$ |
3,028 |
| ||||
|
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| Supplemental Disclosure of Cash Flow Information: |
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Non-cash financing and investing activities: |
|
|
|
|
|
|
| |||
|
|
|
Additions to property and equipment |
|
$ |
|
|
$ |
3,478 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
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Interest paid |
|
$ |
|
|
$ |
9,707 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
|
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Issuance of senior secured notes for paid-in-kind interest |
|
$ |
531 |
|
$ |
|
| ||
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The accompanying notes are an integral part of these consolidated financial statements.
5
First Avenue Networks, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1The Company and Basis of Presentation
First Avenue Networks, Inc. (collectively with its subsidiaries, the Company) owns over 750 wireless telecommunication 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 Companys 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 Companys 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.
As used herein, the term Predecessor refers to the Company and its operations for periods through December 31, 2001, while the term Successor is used to describe the Company and its operations for periods thereafter.
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 Companys 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 Companys financial position and results of operation for the interim periods presented. The unaudited condensed consolidated financial statements should be read in conjunction with the Companys 2001 audited consolidated financial statements and notes thereto contained in the Companys 2001 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. The more significant estimates made by management include estimated useful lives of long-lived assets, fair values of assets and liabilities, 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. The Successor adopted the p