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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q/A
________________
/X/ AMENDED AND RESTATED QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
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, 13TH FLOOR
IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 260-4728
____________________________
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 October 31, 2002 there were 25,346,849 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
September 30, 2002 (unaudited) and March 31, 2002................................ 3
Consolidated Condensed Statements of Changes in Net Liabilities in Liquidation
for the three and six months ended September 30, 2002 and 2001 (unaudited)........ 4
Consolidated Condensed Statement of Cash Flows for the six months ended
September 30, 2002 and 2001 (unaudited).......................................... 5
Notes to Consolidated Condensed Financial Statements............................... 6
Item 2. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations................................................ 12
Item 3. Quantitative and Qualitative Disclosure About Market Risk...................... *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 16
Item 2. Changes In Securities and Use of Proceeds...................................... 16
Item 3. Defaults Upon Senior Securities................................................ 16
Item 4. Submission of Matters to a Vote of Security Holders............................ 16
Item 5. Other Information.............................................................. 16
Item 6. Exhibits and Reports on Form 8-K............................................... 17
SIGNATURES................................................................................... 19
* 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
SEPTEMBER 30, MARCH 31,
2002 2002
-------- --------
(Unaudited)
Cash ................................................. $ 2,386 $ 541
Accounts receivable .................................. 20 44
Prepaid expenses and other assets .................... 3 5
Frequency licenses and access rights ................. -- 120
-------- --------
Total assets in liquidation ..................... $ 2,409 $ 710
======== ========
LIABILITIES
Post-petition accounts payable and accrued liabilities $ 1,455 $ 983
Liabilities subject to compromise .................... 56,163 54,233
-------- --------
Total liabilities in liquidation ................. 57,618 55,216
-------- --------
Net liabilities in liquidation ...................... $55,209 $54,506
======== ========
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 THREE FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------- ------------- ------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Revenues $ - $ 1 $ - $ 17
------------- ------------- ------------- -------------
Operating expenses:
Network expenses............................. - 9 - 52
Payroll and related expenses................. 66 122 139 266
General and administrative expenses.......... 261 190 511 559
Impairment charges (Note 2).................. - - 120 -
Other income................................. (65) (20) (66) (266)
------------- ------------- ------------- -------------
Total operating expenses............. 262 301 704 611
------------- ------------- ------------- -------------
Net loss..................................... $ (262) $ (300) $ (704) $ (594)
============= ============= ============= =============
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 CASH FLOWS
(AMOUNTS IN THOUSANDS)
(LIQUIDATION BASIS)
(UNAUDITED)
FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
Change in net liabilities in liquidation: 2002 2001
--------- ---------
Cash ............................................ $ (1,845) $ 159
Accounts receivable ............................. 24 4
Prepaid expenses and other current assets ....... 2 6
Frequency licenses and access rights ............ 120 --
Liabilities subject to compromise ............... 1,930 --
Account payable and accrued liabilities ......... 472 425
--------- ---------
Increase in net liabilities in liquidation ........ 703 594
Net liabilities in liquidation, beginning of period 54,506 55,228
--------- ---------
Net liabilities in liquidation, end of period ..... $ 55,209 $ 55,822
========= =========
See accompanying notes to consolidated condensed financial statements.
5
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 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 September 30, 2002 and March 31, 2002, 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 September 30, 2002 will be recognized in the period in which they are
susceptible of reasonable estimation in accordance with GAAP.
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 September 30, 2002 and March 31, 2002. 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
6
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)
liabilities as of the Petition Date are considered subject to compromise
(including the entire amount of secured claims which are 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
September 30, 2002 and March 31, 2002 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 Statements 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 September 30, 2002, the consolidated condensed statements of
changes in net liabilities in liquidation for the three and six month periods
ended September 30, 2002 and 2001, and the consolidated condensed statements of
cash flows for the six month periods ended September 30, 2002 and 2001 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 1, 2002.
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.
7
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
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 1, 2002.
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.
COURT CONFIRMATION OF THE COMPANY'S AMENDED PLAN OF REORGANIZATION
On or about September 18, 2002, the United States Bankruptcy Court confirmed the
Company's Fourth Amended Chapter 11 Plan of Reorganization, as modified (the
"Plan"). Under the Plan, it is anticipated that allowed administrative claims,
priority tax claims, secured claims and priority wage claims will be paid in
full. Allowed general unsecured claims will be paid pro rata from funds of the
bankruptcy estate, if any, remaining after payment of the aforementioned classes
of claims. Shareholders will receive nothing under the Plan and shall retain no
interest in the Company or any successor entity.
On the effective date of the Plan, November 20, 2002, the Plan mandates that all
remaining assets of the Company will be transferred to the Liquidating Trust
established under the Plan. J. Michael Issa was appointed by the court to serve
as Liquidating Trustee under the Plan.
Concurrently with the transfer of assets to the Liquidating Trust, the Company's
merger under the Plan with FoneFriend, Inc. ("FoneFriend"), a Nevada
corporation, will be effective, with the Company being the surviving entity.
Upon closing, all of the Registrant's then issued and outstanding shares of
capital stock will be cancelled and extinguished pursuant to the Plan. The
Registrant will then issue 2,200,000 shares of newly created common stock in
favor of FoneFriend, in exchange for all of FoneFriend's assets and 115,750
shares of newly created common stock in favor of the Liquidating Trust. As a
result, the Registrant will have a total of 2,315,750 shares of newly created
common stock issued and outstanding of which FoneFriend will own ninety-five
percent (95%) and J. Michael Issa, Esq., as Trustee of the Liquidating Trust
will own five percent (5%). FoneFriend management will then distribute the
Registrant's shares received to its shareholders, on a pro-rata basis. Each
shareholder of FoneFriend will receive one (1) share of the Registrant's common
stock for every four (4) shares of FoneFriend common stock held by him or her.
Immediately subsequent to the merger, the Registrant will authorize the issuance
of 820,361 shares of a newly created Series A Preferred Stock (each share of
which is convertible into one share of common stock) to be issued to those
FoneFriend shareholders who held shares of FoneFriend's preferred stock prior to
the merger. The Registrant will then issue an additional 4,600,000 shares of
common stock to various personnel in management and consultant positions in
order to retain their services, an additional 423,000 shares of common stock to
Dennis H. Johnston as compensation for his services in connection with the
merger between the Registrant and FoneFriend and an additional 307,250 shares of
common stock to the Liquidating Trust so as to be in compliance with the
Antidilution Protection provisions of paragraph 4.3 of the Plan.
Consequently, subsequent to the merger and pursuant to the merger agreement and
Plan, the merged entity will have 7,646,000 shares of common stock and 820,361
shares of Series A preferred stock (convertible into common stock) issued and
outstanding, all of which will be new shares.
As of September 30, 2002, the Registrant has received the agreed upon amount of
$115,000 from FoneFriend in connection with the merger agreement.
One year after the closing of the merger, the Liquidating Trustee can liquidate
or distribute the retained shares. Under the Plan, there will be no dilution of
the interest of the Liquidating Trust in the merged Company until the
liquidation or distribution of the shares other than as is more specifically set
forth in Section 3.8 of the merger agreement. Commencing one year after the
merger closing, the merged Company may be required, at the Liquidating Trustee's
option, to redeem all or part of the shares held by the Liquidating Trust for
$3,000,000 or a pro rata portion thereof if less than all of the shares are
redeemed, provided that the Registrant has on hand sufficient surplus capital to
provide for full payment of the redemption price and is otherwise permitted to
consummate such redemption under applicable law.
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)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
PAYMENT OF RETAINED PROFESSIONALS IN THE BANKRUPTCY CASES OF THE COMPANY AND ITS
SUBSIDIARIES
On or about October 10, 2002, the United States Bankruptcy Court approved the
final fee applications of the Company's and the Committee of Unsecured
Creditors' counsel and accountants in the consolidated bankruptcy cases of the
Company and its subsidiary IJNT, Inc. Under the court's order, the Company paid
the remaining administrative claims of its and the Committee's professionals in
the amount of $1,359. Such amounts have been recorded in the accompanying
financial statements as "Post petition accounts payable and accrued
liabilities." The September 30, 2002 estimated net realizable value of total
assets in liquidation will be reduced in the future by any additional general
and administrative expenses incurred subsequent to that date.
In addition to the payments made by the Company pursuant to the order, two of
the Company's professionals may receive incremental bonuses ranging from $20 to
$125 if the one year post-merger value of the stock retained from the merger of
the Company and FoneFriend, Inc. for the benefit of the creditors exceeds $750.
Due to the uncertainity of such valuation, these amounts have not been accrued
in the accompanying financial statements.
On or about November 13, 2002, the United States Bankruptcy Court approved the
final fee applications of the Company's and the Committee of Unsecured
Creditors' counsel in the bankruptcy case of subsidiary UBN. Under the court's
order, UBN paid the remaining administrative claims of its and the Committee's
professionals in the amount of $63.
On or about November 11, 2002, the subsidiary's counsel in the bankruptcy case
of subsidiary Man Rabbit House Multimedia, Inc. filed a final fee application,
requesting fees and costs in the amount $21. The Company anticipates the
approval of the fee application by the court within approximately thirty days.
No professionals have been retained by the Committee of Unsecured Creditors in
the Man Rabbit House case.
CONVERSION OF THE BANKRUPTCY CASES OF CERTAIN SUBSIDIARIES FROM CHAPTER 11 TO
CHAPTER 7
On or about November 1, 2002, the United States Bankruptcy Court ordered the
conversion of the bankruptcy case of subsidiary UBEE from Chapter 11 to Chapter
7. No trustee was appointed for the UBEE bankruptcy estate because there were no
assets in the subsidiary.
On or about November 15, 2002, the United States Bankruptcy Court ordered the
conversion of the bankruptcy case of subsidiary Man Rabbit House Multimedia,
Inc. from Chapter 11 to Chapter 7. Richard Marshack, Esq. was appointed by the
court as trustee for the subsidiary's bankruptcy estate.
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)
2. BANKRUPTCY CASE AND RELATED MATTERS (CONTINUED)
FREQUENCY LICENSE IMPAIRMENT
The Company had been negotiating with a buyer for its frequency licenses. Terms
of the sale were based upon a certain stock price of the shares of the
purchaser's publicly traded stock. Due to recent market conditions, the
purchaser's stock price fell below the contract value. A stipulation to abandon
the licenses was executed on August 21, 2002 with the Federal Communications
Commission ("FCC"). The motion to approve the stipulation was filed on November
6, 2002 in the Bankruptcy Court and will become automatically approved if no
objections are filed with the Court within 15 days from such date. The Company
recognized the impairment of the frequency licenses in June 2002 totaling $120.
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, 2001, 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 Over the Counter Bulletin Board under the ticker
symbol "UBNTQ"; 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
Per the Order Approving the Stipulation for Relief from Stay ("Order") entered
on April 1, 2002 by the U.S. Bankruptcy Court, funds from one of the Company's
cash accounts were applied to pay off a pre-petition lease obligation totaling
$70. The remaining account balance of $44 was deposited into the Company's
operating account effective April 16, 2002.
See Note 3 below for discussion of the increase in the amount of unsecured
short-term debt.
The September 30, 2002 and March 31, 2002 balances of unsecured and undersecured
pre-petition liabilities that became subject to compromise on October 31, 2000
are as follows:
SEPTEMBER 30, MARCH 31,
2002 2002
---- ----
Secured vendor financing (Note 3) $10,388 $10,388
Estimated lease and contract rejection costs 7,776 7,846
Accounts payable 9,441 9,441
Obligations under capital leases 2,642 2,642
Accrued payroll and related expenses 298 298
Unsecured short-term debt 25,618 23,618
-------- --------
Total liabilities subject to compromise $56,163 $54,233
======== ========
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)
3. 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, 2002, filed with the SEC on July 1, 2002.
On December 20, 2001, the Bankruptcy Court approved an order effectively
disposing of the transmission equipment that was collateral for the above
agreement (the "Nortel equipment") via a nonjudicial foreclosure with 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 in February 2002.
NORTEL SETTLEMENT
On or about July 31, 2002, the United States Bankruptcy Court approved the
negotiated settlement of the Company's adversary proceeding filed during April
2001 against Nortel Networks in the Company's Bankruptcy Case. The Company
asserted in the adversary proceeding that Nortel had received an avoidable
preference payment of $4,000 from the Company prior to the filing of bankruptcy
petitions by the Company and its subsidiaries on October 31, 2000. Under the
settlement, Nortel paid the Company $2,000; and Nortel's remaining general
unsecured claim in the bankruptcy was increased by the same amount. The Company
and Nortel also executed mutual releases of any other claims between them as
part of the settlement.
The liability amounts set forth below have been classified as liabilities
subject to compromise in the accompanying statements 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 September 30, 2002
and March 31, 2002:
September 30, March 31,
2002 2002
---- ----
Tranche A $ 6,089 $ 4,089
Tranche B 10,388 10,388
-------- --------
Total $16,477 $14,477
======== ========
11
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, 2001 (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 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 September 30, 2002 and March 31, 2002, 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 September 30, 2002 will be recognized in the period in which they are
susceptible of reasonable estimation in accordance with GAAP.
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
September 30, 2002 and March 31, 2002 consolidated condensed statements of net
liabilities in liquidation.
In addition, the Company has defaulted on certain indebtedness. See "Part II -
Item 3 - Defaults Upon Senior Securities."
12
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 September
30, 2002 and March 31, 2002 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 Statements of net liabilities in liquidation.
COURT CONFIRMATION OF THE COMPANY'S AMENDED PLAN OF REORGANIZATION
On or about September 18, 2002, the United States Bankruptcy Court confirmed the
Company's Fourth Amended Chapter 11 Plan of Reorganization, as modified (the
"Plan"). Under the Plan, it is anticipated that allowed administrative claims,
priority tax claims, secured claims and priority wage claims will be paid in
full. Allowed general unsecured claims will be paid pro rata from funds of the
bankruptcy estate, if any, remaining after payment of the aforementioned classes
of claims. Shareholders will receive nothing under the Plan and shall retain no
interest in the Company or any successor entity.
On the effective date of the Plan, November 15, 2002, all remaining assets of
the Company were transferred to the Liquidating Trust established under the
Plan. J. Michael Issa was appointed by the court to serve as Liquidating Trustee
under the Plan.
Immediately subsequent to the transfer of assets to the Liquidating Trust, the
Company was merged on November 15, 2002, with FoneFriend, Inc. ("FoneFriend"), a
Nevada corporation, with the Company being the surviving entity. Upon closing,
all of the Company's issued and outstanding shares were cancelled and
extinguished pursuant to the Plan and all issued and outstanding shares of
FoneFriend were converted to the right to receive ninety five percent (95%) of
the shares of the merged Company. The Liquidating Trustee retains five percent
(5%) of the shares of the merged Company for the benefit of the Company's
creditors entitled to payment under the Plan. As of September 30, 2002, the
Company has received the agreed upon amount of $110,000 from FoneFriend in
connection with this agreement.
One year after the closing of the merger, the Liquidating Trustee can liquidate
or distribute the retained shares. Under the Plan, there will be no dilution of
the interest of the Liquidating Trust in the merged Company until the
liquidation or distribution of the shares. Commencing one year after the merger
closing, the merged Company may be required, at the Liquidating Trustee's
option, to redeem all or part of the shares held by the Liquidating Trust for
$3.0 million or a pro rata portion thereof if less than all of the shares are
redeemed.
13
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)
PAYMENT OF RETAINED PROFESSIONALS IN THE BANKRUPTCY CASES OF THE COMPANY AND ITS
SUBSIDIARIES
On or about October 10, 2002, the United States Bankruptcy Court approved the
final fee applications of the Company's and the Committee of Unsecured
Creditors' counsel and accountants in the consolidated bankruptcy cases of the
Company and its subsidiary IJNT, Inc. Under the court's order, the Company paid
the remaining administrative claims of its and the Committee's professionals in
the amount of $1.3 million. Such amounts have been recorded in the accompanying
financial statements as "Post petition accrued liabilities." The September 30,
2002 estimated net realizable value of total assets in liquidation will be
reduced in the future by any additional general and administrative expenses
incurred subsequent to that date.
In addition to the payments made by the Company pursuant to the order, two of
the Company's professionals may receive incremental bonuses ranging from $20,000
to $125,000 if the one year post-merger value of the stock retained from the
merger of the Company and FoneFriend for the benefit of the creditors exceeds
$750,000. Due to the uncertainity of such valuation, these amounts have not
been accrued in the accompanying financial statements.
On or about November 13, 2002, the United States Bankruptcy Court approved the
final fee applications of the Company's and the Committee of Unsecured
Creditors' counsel in the bankruptcy case of subsidiary UBN. Under the court's
order, UBN paid the remaining administrative claims of its and the Committee's
professionals in the amount of $62,771.
On or about November 11, 2002, the subsidiary's counsel in the bankruptcy case
of subsidiary MRHM filed a final fee application, requesting fees and costs in
the amount $20,542. The Company anticipates the approval of the fee application
by the court within approximately thirty days. No professionals have been
retained by the Committee of Unsecured Creditors in the Man Rabbit House case.
CONVERSION OF THE BANKRUPTCY CASES OF CERTAIN SUBSIDIARIES FROM CHAPTER 11 TO
CHAPTER 7
On or about November 1, 2002, the United States Bankruptcy Court ordered the
conversion of the bankruptcy case of subsidiary UBEE from Chapter 11 to Chapter
7. No trustee was appointed for the UBEE bankruptcy estate because there were no
assets in the subsidiary.
On or about November 13, 2002, the United States Bankruptcy Court ordered the
conversion of the bankruptcy case of subsidiary Man Rabbit House Multimedia,
Inc. from Chapter 11 to Chapter 7. Richard Marshack, Esq. was appointed by the
court as trustee for the subsidiary's bankruptcy estate.
NORTEL SETTLEMENT
On or about July 31, 2002, the United States Bankruptcy Court approved the
negotiated settlement of the Company's adversary proceeding filed during April,
2001 against Nortel Networks in the Company's Bankruptcy Case. The Company
asserted in the adversary proceeding that Nortel had received an avoidable
preference payment of $4.0 million from the Company prior to the filing of
bankruptcy petitions by the Company and its subsidiaries on October 31, 2000.
Under the settlement, Nortel paid the Company $2.0 million; and Nortel's
remaining general unsecured claim in the bankruptcy was increased by the same
amount. The Company and Nortel also executed mutual releases of any other claims
between them as part of the settlement.
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 (CONTINUED)
FREQUENCY LICENSE IMPAIRMENT
The Company had been negotiating with a buyer for its frequency licenses. Terms
of the sale were based upon a certain stock price of the shares of the
purchaser's publicly traded stock. Due to recent market conditions, the
purchaser's stock price fell below the contract value. A stipulation to abandon
the licenses was executed on August 21, 2002 with the Federal Communications
Commission ("FCC"). The motion to approve the stipulation was filed on November
6, 2002 in the Bankruptcy Court and will become automatically approved if no
objections are filed with the Court within 15 days from such date. The Company
recognized the impairment of the frequency licenses in June 2002 totaling
$120,000.
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 had or is likely to have any
significant impact on the Company's limited operations.
15
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 financial statements.
The Bankruptcy Court approved the Company's Plan of Reorganization as submitted
by the Company on August 13, 2002. The effective date of the Plan is September
31, 2002. The Company will file an 8-K within the time specified by SEC
regulations with disclosure of the Plan terms and conditions.
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 on April 1, through September 1, 2002. 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.
16
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (formerly IJNT.net, Inc.)
(Debtor-in-Possession)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(1) Exhibits:
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Universal Broadband Networks, Inc. on
Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof, I, Brandon Powell, Executive Vice
President and Secretary of the Company, sold officer of the Registrant pursuant
to its Chapter 11 Bankruptcy proceedings, certify, pursuant to and for purposes
of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-Q of Universal Broadband
Networks, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 15, 2002
/S/ BRANDON POWELL
-------------------------------
Brandon Powell
Executive Vice President and Secretary
Note - The positions of Chief Executive Officer and Principal Accountant are
currently vacant.
17
UNIVERSAL BROADBAND NETWORKS, INC. AND SUBSIDIARIES (formerly IJNT.net, Inc.)
(Debtor-in-Possession)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned is the sole remaining officer of Universal Broadband Networks,
Inc. pursuant to the Company's Chapter 11 bankruptcy proceedings. The Company
has had no board of directors during the pendency of the bankruptcy case, and
has operated during the case under the authority of the United States Bankruptcy
Court and the Committee of Unsecured Creditors and Liquidating Trustee appointed
in the case. In connection with the Quarterly Report of Universal Broadband
Networks, Inc. (the "Company") on Form 10-Q for the quarter ended September 30,
2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, in the capacity and on the date indicated
below, hereby certifies pursuant to 18 U.S. C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his
knowledge:
1. The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operation of the Company.
/S/ BRANDON POWELL
--------------------
Brandon Powell
Executive Vice President and Secretary
Note - The positions of Chief Executive Officer and Principal Accountant are
currently vacant.
(2) Reports on Form 8-K:
None
18
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: November 15, 2002
UNIVERSAL BROADBAND NETWORKS, INC.
/S/ BRANDON POWELL
------------------
Brandon Powell
Executive Vice President and Secretary
19