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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/A No. 2
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
December 31, 2004 Commission File No. 0-18399
SIRICOMM, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 62-1386759
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(State or jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (417) 626-9961
Former name, former address and former fiscal year, if changed since last
report: N/A
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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 a 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 [ ]
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of February 11, 2005 was 16,686,450.
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SiriCOMM, Inc. hereby amends and restates in its entirety its Quarterly Report
on Form 10-QSB for the period ending Deccember 31, 2004, which was filed on
February 14, 2005, by filing this amended quarterly report as provided by the
applicable rules under the Securities and Exchange Act of 1934. The Company has
revised portions of its financial statements and legal disclosure in response to
comments made by the staff of the Securities and Exchange Commission during
their review of the Company's 10-KSB. This Form 10-QSB/A contains a restatement
of the Company's quarterly financial statements and related disclosure to
reflect its responses to those comments.
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statements of Operations for the three
months ended December 31, 2004 and December 31, 2003 4
Condensed Consolidated Statements of Changes in Stockholders'
Equity for the periods ended December 31, 2004 and 2003 5
Condensed Consolidated Statements of Cash Flows for the three
months ended December 31, 2004 and 2003 6-7
Notes to the Condensed Consolidated Financial Statements 8-13
2
SIRICOMM, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004
(Unaudited)
ASSETS
Restated
--------------
Current Assets
Cash and cash equivalents $ 662,079
Prepaid expenses and other 23,177
--------------
Total current assets 685,256
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Property and Equipment, At Cost
Equipment 118,792
Network equipment in progress of installation 846,000
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964,792
Less accumulated depreciation 68,152
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896,640
Software, net of amortization 21,784
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Other prepaid consulting services 87,210
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Total assets $ 1,690,890
==============
Liabilities and Stockholders' Equity
Current Liabilities
Note payable to bank $ 309,604
Current maturities of long-term debt 25,000
Accounts payable 64,264
Accrued salaries 269,125
Other accrued expenses 157,858
Deferred Revenue 3,022
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Total current liabilities 828,873
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Total liabilities 828,873
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Preferred stock - redeemable and convertible, Series A par value $.001; 500,000
shares authorized; 213,417 shares issued and outstanding; dividend rate of
$0.025 per share per quarter commencing March 2004; liquidation preference of
$1 per outstanding share cash payment 256,101
Stockholders' Equity
Common stock - par value $.001; 50,000,000 shares authorized; 16,282,450
shares issued and outstanding 16,279
Additional paid-in capital 8,492,282
Deferred compensation (722,016)
Retained deficit (7,180,629)
--------------
Total stockholders' equity 605,916
--------------
Total liabilities and stockholders' equity $ 1,690,890
==============
See Notes to Condensed Consolidated Finanical Statements
3
SIRICOMM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
------------------------------------
Restated
December 31, December 31,
2004 2003
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(Unaudited) (Unaudited)
Revenues $ 6,273 $ -
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Operating Expenses:
General and administrative 150,193 347,443
Salaries 235,337 129,180
Satellite access fees 93,870 -
Stock-based compensation - 50,000
Research and development 12,600 14,700
Depreciation and amortization 7,288 4,823
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Total operating expenses 499,288 546,146
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Operating loss (493,015) (546,146)
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Other Income (Expense)
Interest income 1,861 -
Interest expense (4,460) (14,777)
Loan costs - (116,130)
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(2,599) (130,907)
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Net loss $ (495,614) $ (677,053)
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Add: Dividends declared on preferred stock (5,335) -
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Loss available to common shareholders $ (500,949) $ 677,053)
============= =============
Basic and diluted loss per common share $ (0.03) $ (0.05)
============= =============
Weighted average shares,
basic and diluted 16,270,568 12,949,245
============= =============
See Notes to Condensed Consolidated Financial Statements
4
SIRICOMM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Restated
Common Stock Additional Deferred
------------------ Paid-in Compen- Retained Treasury
Shares Amount Capital sation Deficit Stock Total
--------- ------- ---------- --------- ----------- --------- ----------
For the three months ended
December 31, 2003:
Balance, September 30, 2003 12,966,593 $12,967 $3,847,485 $ - $(3,906,608) $(458,838) $ (504,994)
Conversion of debt to equity, net 225,033 225 193,717 - - - 193,943
Fair Value for conversion options added
to preferred stock - - (21,342) - - - (21,342)
Stock issued for loan costs 9,842 10 13,671 - - - 13,681
Stock issued for services 34,000 34 38,590 - - - 38,624
Stock warrants exercised 176,000 176 87,824 - - - 88,000
Proceeds from stock issuance 1,440,000 1,440 1,362,809 - - - 1,364,249
Issuance of options to employees, net - - 50,000 - - - 50,000
Net loss - - - - (677,053) - (677,053)
---------- ------- ---------- --------- ----------- --------- ----------
Balance, December 31, 2003 14,851,468 $14,852 $5,572,754 $ - $(4,583,661) $(458,838) $ 545,107
========== ======= ========== ========= =========== ========= ==========
For the three months ended
December 31, 2004:
Balance, September 30, 2004 16,255,650 $16,252 $8,379,044 $(722,016) $(6,685,015) $ - $ 988,265
Stock options exercised 26,800 27 26,773 - - - 26,800
Stock options issued for services - - 91,800 - - - 91,800
Accrued dividends - - (5,335) - - - (5,335)
Net loss - - - - (495,614) - (495,614)
---------- ------- ---------- --------- ----------- --------- ----------
Balance, December 31, 2004 16,282,450 $16,279 $8,492,282 $(722,016) $(7,180,629) $ - $ 605,916
========== ======= ========== ========= =========== ========= ==========
See Notes to Condensed Consolidated Financial Statements
5
SIRICOMM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
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Restated
December 31, December 31,
2004 2003
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(Unaudited) (Unaudited)
Operating Activities
Net loss $ (495,614) $ (677,053)
Items not requiring cash
Depreciation 7,288 4,823
Loan costs - 116,130
Stock-based compensation - 50,000
Other non-cash charges - 1,363
Changes in assets and liabilities:
Current assets (2,024) 268,828
Current liabilities 128,401 112,840
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Net cash flows used in operating activities (361,949) (123,069)
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Investing Activities
Purchase of equipment (209,992) -
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Net cash flows used in investing activities (209,992) -
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Financing Activities
Borrowings under line of credit, net 200,000 -
Payment of notes payable (12,396) (3,700)
Proceeds from sale of common stock 26,800 1,528,000
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Net cash flows provided by financing activities 214,404 1,524,300
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Increase (Decrease) in Cash (357,537) 1,401,231
Cash and Cash Equivalents, beginning of period 1,019,616 56,300
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Cash and Cash Equivalents, end of period $ 662,079 $ 1,457,531
============ ==============
See Notes to Condensed Consolidated Finanical Statements
6
SIRICOMM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Three Months Ended
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December 31, December 31,
2004 2003
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(Unaudited) (Unaudited)
Supplemental Cash Flows Information
Interest paid $ 4,208 $ 5,815
Stock options issued in exchange for prepaid
consulting services $ 91,800 $ -
Accrued dividends for Series A preferred stock $ 5,335 $ -
Issuance of 34,000 shares of common stock
for services $ - $ 38,624
Conversion of debt to equity $ - $ 407,359
Issuance of 9,842 shares of common stock for
loan costs $ - $ 13,681
Stock offering costs funded through issuance
of stock $ - $ 31,091
Fair value of conversion options added to
preferred stock $ - $ 21,342
See Notes to Condensed Consolidated Financial Statements
7
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
1. Nature of operations and summary of significant accounting policies:
Nature of Operations:
SiriCOMM, Inc., a Delaware corporation (the "Company"), through its
wholly owned subsidiary of the same name, which was incorporated in the
State of Missouri on April 24, 2000, has developed broadband wireless
application service technologies intended for use in the transportation
industries. The Company opened its network in December for commercial
operation and has commenced selling its InTouch(TM) Internet Service to
individual subscribers.
The Company was considered to be in the development stage during its
most recent reporting period ending September 30, 2004. Since September
30, 2004, the Company has commenced revenue producing operations and
continues to market its service technologies, including satellite
communications, wireless networking, and productivity enhancing
software.
Use of Estimates:
The 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 the reported
amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Interim Information:
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments that are in the opinion of the company's
management, necessary to fairly present the financial position, results
of operations and cash flows of the Company. Those adjustments consist
only of normal recurring adjustments.
Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Form 10-KSB annual report for fiscal year ended September 30,
2004 filed with the Securities and Exchange Commission.
8
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
1. Nature of operations and summary of significant accounting policies
(continued):
The results of operations for the period are not necessarily indicative
of the results to be expected for the full year.
Stock-based Compensation:
The Company accounts for compensation costs associated with stock
options issued to employees under the provisions of Accounting
Principles Board Opinion No. 25 whereby compensation is recognized to
the extent the market price of the underlying stock at the grant date
exceeds the exercise price of the option granted. Stock-based
compensation to non-employees is accounted for using the fair-value
based method prescribed by Financial Accounting Standard No. 123 -
Accounting for Stock-Based Compensation. The Company uses the trinomial
options-pricing model to determine the fair value of stock-based
compensation and capital contributions. Previously, the Company had
used the Black-Scholes model, but it has determined that the trinomial
model is better suited to evaluate the variability of uncertain holding
horizons.
Had compensation cost for the Company's stock option plan been
determined on the fair value at the grant dates for stock-based
employee compensation arrangements consistent with the method required
by SFAS 123, the Company's net loss and net loss per common share would
have been the pro forma amounts indicated below.
Three Months Ended
December 31,
2004 2003
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(Unaudited) (Unaudited)
Net loss, as reported $ (495,614) $ (677,053)
Add back intrinsic values of stock
issued to employees -- 50,000
Less: stock-based employee compensation
under the fair value based method (14,669) (165,640)
---------- ----------
Pro forma net loss under fair value method $ (510,283) $ (792,693)
========== ==========
Net loss per common share-basic and diluted:
As reported $ (.03) $ (.05)
Pro forma under fair value method $ (.03) $ (.06)
9
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
1. Nature of operations and summary of significant accounting policies
(continued):
Research and development costs:
The Company incurs costs, associated with computer software to be
marketed in the future. Costs incurred in connection with establishing
technological feasibility have been expensed as research and
development costs.
Net loss per share:
Net loss per share represents the net loss available to common
stockholders divided by the weighted average number of common shares
outstanding during the year. Diluted earnings per share reflect the
potential dilution that could occur if convertible preferred stock was
converted into common stock. Diluted net loss per share is considered
to be the same as basic net loss per share since the effect of the
issuance of common stock associated with the convertible stock is
anti-dilutive.
Reclassification
Certain reclassifications have been made to the December 31, 2003
financial statements to conform to the December 31, 2004 financial
statement presentation. These reclassifications had no effect on net
losses.
2. Line of Credit:
During 2004, the Company entered into a line of credit with Southwest
Missouri Bank for the purchase of network infrastructure equipment up
to a maximum of $1,000,000. This note is 80% guaranteed by the US
Department of Agriculture and is secured by the network equipment. This
note is further personally guaranteed by the Company's majority
shareholder. The note is a demand note, but if no demand is made then
monthly payments of accrued interest at an initial rate of 5.5% on the
guaranteed portion and 7.0% on the unguaranteed portion plus monthly
principal payments of $2,358. The note is amortized over 59 months
beginning September 25, 2004 with a final payment on August 25, 2009.
10
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
3. Stockholders' Equity:
Pursuant to a contract between Pilot Travel Centers and the Company
which stated, in consideration for Pilot's permitting the Company to
install its broadband wireless network in Pilot's 255 travel centers,
the Company issued, upon completion of the installation and testing in
October 2004, 255,000 Common Stock Purchase Warrants exercisable for
five years, expiring on May 27, 2009 at an exercise price of $4.50 per
share. The transaction resulted in the Company recording $91,800 as a
prepaid consulting service and additional paid-in capital. The prepaid
asset is being amortized over the contract period which expires May 27,
2009.
On October 18, 2004 and December 15, 2004, the Company's Chief
Financial Officer and a Director, exercised 700 and 800 stock options,
respectively, at $1.00 per share. The options were granted pursuant to
the Company's 2002 Equity Incentive Plan.
On November 1, 2004, an employee of the Company exercised 7,500 stock
options at $1.00 per share. The options were granted pursuant to the
Company's 2002 Equity Incentive Plan.
4. Commitments and Contingencies:
Litigation:
On December 17, 2004, certain officers and directors of the Company
were named defendants in a lawsuit entitled Greg Sanders v. Henry
Hoffman et al. Messrs. Hoffman, Dillman, Mendez and Iler are officers
and directors of the Company, Mr. Thompson is a director of the Company
and Mr. Noland is a former officer and director of the Company. The
action alleges fraud, misrepresentation and breach of fiduciary duty
relating to a settlement agreement entered into between the Company and
Mr. Sanders. The complaint seeks damages in excess of $9,679,903.
Although the Company was not named as a defendant, it will pay all
expenses relating to the defense of this matter. In management's
opinion this case is without merit and the defendants intend on
defending this matter vigorously.
5. Subsequent Events:
SiriCOMM, Inc. consummated the private placement of its units (the
"Units") pursuant to a Confidential Investment Proposal dated October
11, 2004 and amended on December 20, 2004. Funds were disbursed from
escrow to the
11
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
5. Subsequent Events (continued):
Company as of January 3, 2005 and shares and warrant certificates were
issued at that time. Each Unit consisted of 50,000 shares (the
"Shares") of the Company's common stock and a Common Stock Warrant to
purchase 37,500 shares of Common Stock. In the private placement, the
Company sold an aggregate of 6.38 Units (319,000 Shares and Warrants to
purchase 239,250 shares of Common Stock) for an aggregate purchase
price of $638,000, or $100,000 per Unit.
The Warrants entitle the holders to purchase shares of the Common Stock
(the "Warrant Shares") for a period of five years from the date of
issuance at an exercise price of $2.40 per share. The Warrants contain
certain anti-dilution rights and are redeemable by the Company, on
terms specified in the Warrants.
In connection with the private placement, Sands Brothers International
Limited, the placement agent in the private placement, received
subsequent to this quarter's filing, a cash commission fee of nine (9%)
of the gross proceeds to the Company of the securities sold at the
closing, a payment of $30,000 representing the fees and expenses of its
counsel in the private placement and Warrants (the "Agent Warrants") to
purchase ten percent (10%) of the Shares sold in the Private Placement
(the "Agent Shares"). The Agent Warrants are exercisable for a period
of five years at an exercise price of $2.40 per share and contain the
same anti-dilution rights as the Warrants.
Pursuant to the Offering Documents, the Company also agreed to file
with the Securities and Exchange Commission a Registration Statement
covering the Shares, the Warrant Shares and the Agent Shares. If such
Registration Statement is not filed within the required time frame, or
does not become effective within 120 days of the closing date, the
Company has agreed to pay to the investors 1% of the gross proceeds of
the Private Placement for each thirty (30) day period in which the
Company fails to comply with such requirements.
On January 5, 2005 the Company issued an aggregate of 85,000 shares of
its Common Stock upon the exercise of a like number of warrants,
exercisable at $2.00 per share. The warrants were originally issued in
January 2004 pursuant to a private placement of the Company's units
consisting of common stock and warrants.
As an inducement to the investors exercising their warrants, the
Company issued an aggregate of 63,750 new warrants to the investors.
The new warrants entitle the holders to purchase shares of the
Company's common stock reserved for issuance thereunder for a period of
five years from the date
12
SIRICOMM, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED)
5. Subsequent Events (continued):
of issuance at an exercise price of $2.40 per share. The warrants
contain anti-dilution rights and are redeemable by the Company, in
whole or in part, on terms specified in the warrants.
As a further inducement to the investors exercising their warrants, the
Company also agreed to file with the Securities and Exchange Commission
a Registration Statement covering the shares purchased by each investor
as part of the units, the shares issued upon exercise of the warrants
and the shares underlying the new warrants.
On February 7, 2005 the Company entered into a Network Installation
Agreement (the "Agreement") with Sat-Net Communications, Inc.
("Sat-Net"). The term of the Agreement is for sixty (60) months
commencing on February 7, 2005. The Agreement will be automatically
extended on a year-to-year basis upon expiration of the initial term
unless terminated in writing by either party.
During the term of the Agreement, Sat-Net will provide and install VSAT
terminals at up to 400 truck-stop locations at a predetermined turnkey
price.
Pursuant to the Agreement, the Company is issuing to Sat-Net 2,000,000
shares of its Common Stock and 1,000,000 Common Stock Purchase Warrants
(the "Warrants") exercisable for a period of three years at a price of
$2.00 per share. The Warrants are subject to vesting at the rate of
2,500 warrants per truck-stop location installed; provided, however,
that the vesting with respect to the first 250 locations will be deemed
to occur when the wireless infrastructure is "network operational," as
defined in the Agreement.
In addition, the 2,000,000 shares of Common Stock have "piggy-back"
registration rights.
6. Restatement of Prior Financial Statements
During the fourth quarter of fiscal 2005 the Company changed its method
of accounting for it Series A redeemable, convertible preferred stock.
The December 31, 2004 and September 30, 2004 financial statements, as
previously presented, included preferred stock at par value as a
component of stockholders' equity. The Company has retroactively
restated its December 31, 2004 and September 30, 2004 financial
statements to report the redemption value of Series A preferred stock
outside of liabilities and stockholders' equity. This change had no
effect on loss before income taxes or net loss. As a result of this
change, current liabilities and stockholders' equity as of December 31,
2004 have decreased from the previously reported totals by $21,342 and
$234,759, respectively. Current liabilities and stockholders' equity as
of September 30, 2004 have decreased from the previously reported
totals by $16,006 and $234,759, respectively.
13
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Background
The Company was incorporated as a Delaware corporation under the name
"Fountain Pharmaceuticals, Inc." (the "Company"), in April 1989. In
approximately November 2002, the shareholders of SiriCOMM, Inc., a
privately-held Missouri corporation, incorporated in 2000 ("SiriCOMM Missouri"),
exchanged all of the issued and outstanding common stock of SiriCOMM Missouri
for a controlling interest in the Company (the "Reverse Transaction"). As part
of the Reverse Transaction, all of the then officers and directors of the
Company resigned and were replaced by persons designated by SiriCOMM Missouri
and the name of the Company was changed from Fountain Pharmaceuticals, Inc. to
SiriCOMM, Inc. As a result of the Reverse Transaction, SiriCOMM Missouri became
a wholly-owned subsidiary of the Company and the prior shareholders of SiriCOMM
Missouri became the controlling shareholders, officers and directors of the
Company. The Company and SiriCOMM Missouri are hereinafter collectively referred
to as the "Company."
The Company's corporate address is 2900 Davis Boulevard, Suite 130,
Joplin, Missouri 64809, its telephone number is 417-626-9971 and its fax number
is 417-782-0475.
SiriCOMM Missouri was founded in 2000 to become a broadband wireless
application service provider to supply productivity and cost reduction software
applications to the commercial vehicle industry and other users whose
effectiveness "over-the-road" requires affordable driver connectivity and
vehicle-access software productivity tools.
The Company announced on October 8, 2004 that it had completed and
opened the first phase installation of a nationwide broadband wireless network
(the "Network") that will enable delivery of a wide range of service provider
applications to those businesses and governmental entities directly and
indirectly dependent on the nation's highway transportation system. While
revenues have been produced from the completed first phase, there are no
guarantees of meaningful revenues in the future.
Critical Accounting Policies and Estimates:
Our financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make significant
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosure of contingent assets and liabilities.
We evaluate our estimates, including those related to contingencies, on an
ongoing basis. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.
We believe the following critical accounting policy, among others;
involve the more significant judgments and estimates used in the preparation of
our consolidated financial statements:
14
The Company accounts for compensation costs associated with stock
options and warrants issued to non-employees using the fair-value based method
prescribed by Financial Accounting Standard No. 123 - Accounting for Stock-Based
Compensation. Currently, the Company uses the trinomial options-pricing model to
determine the fair value of these instruments as well as to determine the values
of options granted to certain lenders by the principal stockholder. The
Black-Scholes pricing model was used during fiscal year 2004. The following
estimates are used for grants in fiscal years 2005 and 2004: Expected future
volatility over the expected lives of these instruments is estimated to mirror
historical experience of 75%; expected lives of 2 years is estimated based on
management's judgment of the time period by which these instruments will be
exercised.
Information Relating To Forward-Looking Statements
When used in this Report on Form 10-QSB, the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "intend," "plans", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such factors include,
among others: (i) the Company's ability to obtain additional sources of capital
to fund continuing operations; in the event it is unable to timely generate
revenues (ii) the Company's ability to retain existing or obtain additional
licensees who will act as distributors of its products; (iii) the Company's
ability to obtain additional patent protection for its technology; and (iv)
other economic, competitive and governmental factors affecting the Company's
operations, market, products and services. Additional factors are described in
the Company's other public reports and filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated events.
Plan of Operations
SiriCOMM is engaged in the development of broadband wireless software
and network infrastructure solutions for the commercial transportation industry
and government market. The Company has a vertically integrated technology
platform incorporating both software applications and broadband network
infrastructure and access. The vertical-specific, enterprise-grade software
solutions are designed to help businesses of any size and the government to
significantly increase profitability, reduce operating costs, improve
productivity and operational efficiencies, enhance safety, and strengthen
security. The Company's unique, commercial-grade private network solution is
built for enterprises and integrates multiple technologies to enable an ultra
high-speed, open-architecture wireless data network for its software
applications and Internet access. The Company believes that its
vertical-specific software, network technology, deep industry relationships, and
low cost of operations represent significant value to the commercial
transportation industry and the government market.
SiriCOMM's patent-pending network infrastructure solution provides
considerable benefits when compared to other solutions competing in the space.
15
The architecture transmits data at speeds of up to 48,000 kilobits per seconds
("kbps"), or 20 to 100 times faster than other wireless solutions such as GSM
(9.6 kbps), CDMA2000-1XRTT (144 kbps), or Qualcomm's USAT (2 kbps). SiriCOMM
will install network access nodes using Wireless Fidelity (Wi-Fi) access points
at strategic locations nationwide. Each wireless local area network is
interconnected using satellite communications and the company's proprietary
server solution. The point-to-multipoint broadcast feature of the company's
network provides considerable cost-to-bandwidth efficiencies. SiriCOMM's
software applications leverage this optimized data network to deliver
significant cost reduction and productivity improvement opportunities to
subscribing companies. For a flat, low monthly fee subscribers will have access
to a suite of productivity software, the Internet, e-mail, proprietary company
intranet information, and similar business tools. Users will connect to the
network using any 802.11-compatible device. For the most mobile subscribers,
SiriCOMM recommends a Wi-Fi-enabled Palm OS handheld computer. SiriCOMM's
productivity enhancing solutions are expected to become commercially available
during the third quarter of the year 2005.
Results of Operations
During the quarter ended December 31, 2004, the Company completed and
activated 255 access points on its network and commenced selling its InTouchTM
Internet Service. As a result the Company generated revenue of $6,273 compared
to $0 in the same period last year.
During the three months ended December 31, 2004, net losses totaled
$495,614. For the three months ending December 31, 2004, SiriCOMM's general and
administrative expenses totaled $150,193 or 30.1 % of total operating expenses,
while for the three months ended December 31, 2003 general and administrative
expenses totaled $347,343 or 63.6% of total operating expenses. The decrease was
mostly attributable to decreased professional expenses and other costs
associated with raising debt or equity financing. For the three months ending
December 31, 2004, SiriCOMM incurred salaries of $235,337, or 47.1% of operating
expenses, as compared to the three months ended December 31, 2003, $129,180, or
23.7% of total operating expenses. The increase was due to the addition of
several individuals necessary to continue the growth goals of the Company.
Network access fees of $93,870 had been incurred in the three month period
ending December 31, 2004 as the Company commenced operations of its network. The
previously mentioned changes resulted in the total operating expenses decreasing
to $499,288 in 2005 from $546,146 in 2004.
For the three months ending December 31, 2004, interest expense was
$4,460 as compared to $14,777 for the three months ending December 31, 2003.
Network equipment in progress of installation increased in the three
month period ended December 31, 2004, to $846,000 from $646,000 for fiscal year
ended September 30, 2004, as the Company made a further progress payment on the
installation of the 255 WLAN sites.
Other accrued expenses increased to $157,858 for the three month period
ended December 31, 2004 compared to $45,928 as of September 30, 2004, as the
Company incurred network access fees from opening its network for commercial
usage.
16
Liquidity and Capital Resources
In October, 2004, the Company borrowed $200,000 on its line of credit
facility with Southwest Missouri Bank. The proceeds were paid to Sat-Net in
conjunction with the installation and distribution of hotspots.
Pursuant to a contract between Pilot Travel Centers and the Company
which stated, in consideration for Pilot's permitting the Company to install its
broadband wireless network in Pilot's 255 travel centers., the Company issued,
upon completion of the installation and testing in October 2004, 255,000 Common
Stock Purchase Warrants exercisable for five years, expiring on May 27, 2009 at
an exercise price of $4.50 per share.
As of December 31, 2004, SiriCOMM, Inc. consummated the private
placement of its units (the "Units") pursuant to a Confidential Investment
Proposal dated October 11, 2004 and amended on December 20, 2004. Funds were
disbursed from escrow to the Company as of January 3, 2005 and shares and
warrant certificates were issued at that time each Unit consisted of 50,000
shares (the "Shares") of the Company's common stock and a Common Stock Warrant
to purchase 37,500 shares of Common Stock . In the Private Placement, the
Company sold an aggregate of 6.38 Units (319,000 Shares and Warrants to purchase
239,250 shares of Common Stock) for an aggregate purchase price of $638,000, or
$100,000 per Unit.
The Warrants entitle the holders to purchase shares of the Common Stock
(the "Warrant Shares") for a period of five years from the date of issuance at
an exercise price of $2.40 per share. The Warrants contain certain anti-dilution
rights and are redeemable by the Company, on terms specified in the Warrants.
In connection with the Private Placement, Sands Brothers International
Limited, the placement agent in the Private Placement, received a cash
commission fee of nine (9%) of the gross proceeds to the Company of the
securities sold at the closing, a payment of $30,000 representing the fees and
expenses of its counsel in the Private Placement and Warrants (the "Agent
Warrants") to purchase ten percent (10%) of the Shares sold in the Private
Placement (the "Agent Shares"). The Agent Warrants are exercisable for a period
of five years at an exercise price of $2.40 per share and contain the same
anti-dilution rights as the Warrants.
Pursuant to the Offering Documents, the Company also agreed to file
with the Securities and Exchange Commission a Registration Statement covering
the Shares, the Warrant Shares and the Agent Shares. If such Registration
Statement is not filed within the required time frame, or does not become
effective within 120 days of the closing date, the Company has agreed to pay to
the investors 1% of the gross proceeds of the Private Placement for each thirty
(30) day period in which the Company fails to comply with such requirements
On January 5, 2005, the Company issued an aggregate of 85,000 shares of
its Common Stock upon the exercise of a like number of warrants, exercisable at
$2.00 per share. The warrants were originally issued in January 2004 pursuant to
a private placement of the Company's units consisting of common stock and
warrants.
17
As an inducement to the investors exercising their warrants, the
Company issued an aggregate of 63,750 new warrants to the investors. The new
warrants entitle the holders to purchase shares of the Company's common stock
reserved for issuance thereunder for a period of five years from the date of
issuance at an exercise price of $2.40 per share. The warrants contain
anti-dilution rights and are redeemable by the Company, in whole or in part, on
terms specified in the warrants.
As a further inducement to the investors exercising their warrants, the
Company also agreed to file with the Securities and Exchange Commission a
Registration Statement covering the shares purchased by each investor as part of
the units, the shares issued upon exercise of the warrants and the shares
underlying the new warrants.
The cash proceeds of the above sales of securities of the Company are
to be used for general corporate purposes in developing the Company's planned
services.
The Company will continue its installation plans toward denser coverage
of its nation wide network. Additional financing may be required to fund such
installations, and there can be no assurances that the Company will be able to
obtain such funds under acceptable terms.
On January 24, 2005, the Company repaid the note payable of $25,000
plus accrued interest to an individual investor.
In February 2005, the Company agreed to issue 2,000,000 shares of
restricted common stock plus 1,000,000 three-year warrants exercisable at $2.00
to Sat-Net Communications, Inc. pursuant to the terms of the Network
Installation Agreement dated February 7, 2005. The Company expects to issue
these securities in the near future.
Contractual Obligations
Contractual obligations as of December 31, 2004 are as follows:
Payments Due by Period
- ----------------------------- ---------------------------------------------------------------------------------------
Contractual Less than After
Obligations Total 1 year 1-3 years 4-5 years 5 years
- ----------------------------- --------------- ---------------- ---------------- -------------- ----------------------
Line of credit and note
payable $334,604 $334,604 $ - $ - $ -
- ----------------------------- --------------- ---------------- ---------------- -------------- ----------------------
Operating leases - - - - -
- ----------------------------- --------------- ---------------- ---------------- -------------- ----------------------
Total contractual cash
obligations $334,604 $334,604 $ - $ - $ -
- ----------------------------- --------------- ---------------- ---------------- -------------- ----------------------
Recent Accounting Pronouncements
In December 2003, the FASB issued Interpretation No. 46 (revised),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,"
("FIN 46R"). FIN 46R addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
18
("VIE"). FIN 46R replaces FIN46 that was issued in January 2003. All public
companies were required to fully implement FIN 46R no later than the end of the
first reporting period ending after March 15, 2004. The adoption of FIN 46R had
no impact on SiriCOMM's financial condition or results of operations.
On December 16, 2004, the Financial Accounting Standards Board (FASB)
issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a
revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.
Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and amends FASB Statement No. 95, Statement of Cash Flows. The
approach to accounting for share-based payments in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on their fair values
and no longer allows pro forma disclosure as an alternative to financial
statement recognition. The Company will be required to adopt Statement 123(R) at
the beginning of its quarter ending March 31, 2006. The Company has not
determined what financial statement impact Statement 123(R) will have on the
Company.
COMMITMENTS
We do not have any commitments that are required to be disclosed in
tabular form as of December 31, 2004.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements.
19
Item 3: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, under the supervision of and with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of SiriCOMM's disclosure controls and
procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this Quarterly Report on Form 10-QSB/A. Management had
previously concluded SiriCOMM's disclosure controls and procedures were
effective as of December 31, 2004. However, in connection with the restatement
described below, management determined that a material weakness existed in
SiriCOMM's internal control over financial reporting. Because of this material
weakness, management determined that SiriCOMM's disclosure controls and
procedures were not effective as of December 31, 2004 to ensure that all
material information required to be included in SiriCOMM's reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the
Act is accumulated and communicated to the issuer's management, including it's
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. To address this material weakness, SiriCOMM's management performed
additional analysis to ensure that SiriCOMM's consolidated financial statements
were prepared in accordance with accounting principles generally accepted in the
United States of America. Accordingly, management believes that (i) the
consolidated financial statements, as restated, fairly present in all material
respects SiriCOMM's financial condition, results of operations and cash flows
for the periods presented, and (ii) this 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 report.
Consideration of the Restatement
The restatement corrects an error in SiriCOMM's consolidated balance
sheets as of September 30, 2004, December 31, 2004, March 31, 2005 and June 30,
2005, related to the treatment of outstanding Series A preferred stock
previously classified as permanent equity. The Series A preferred stock provides
that the holders may request SiriCOMM to redeem their preferred stock at any
time commencing three (3) years from the date of issuance. Following such a
request, SiriCOMM must, out of funds legally available therefore, repurchase
such shares. SiriCOMM has determined the Series A preferred shares are
redeemable shares and should therefore be classified as temporary equity.
Management evaluated the materiality of the correction on its
consolidated financial statements using the guidelines of Staff Accounting
Bulletin No. 99, "Materiality" and concluded that the effects of the corrections
were material to its 2004 annual consolidated financial statements as well as
its interim consolidated financial statements for the quarters ended December
31, 2004, March 31, 2005 and June 30, 2005. Accordingly, management concluded
that it would restate its previously issued 2004 annual consolidated financial
statements as well as its interim consolidated financial statements for the
quarters ended December 31, 2004, March 31, 2005 and June 30, 2005.
20
Internal Control over Financial Reporting
A material weakness is a control deficiency or combination of control
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim consolidated financial statements will not
be prevented or detected. As of December 31, 2004, SiriCOMM did not maintain
effective control over financial reporting to ensure the Series A preferred
stock was accurately presented or that the accounting treatment related to the
redeemable shares was appropriately reviewed to ensure compliance with
accounting principles generally accepted in the United States of America. The
transaction related to these redeemable shares was non-routine in nature.
Specifically, the Company did not have adequate controls over the classification
of the Series A preferred shares subject to redemption requests nor the proper
evaluation of the relevant accounting literature related to such shares. This
material weakness resulted in a restatement of SiriCOMM's financial statements.
Management's Response to the Material Weaknesses
In response to the material weaknesses described above, we have
undertaken to take the following initiatives with respect to our internal
controls and procedures that we believe are reasonably likely to improve and
materially affect our internal control over financial reporting. We anticipate
that remediation will be continuing throughout fiscal 2006, during which we
expect to continue pursuing appropriate corrective actions, including the
following:
o Preparing appropriate written documentation of our financial
control procedures;
o Adding additional qualified staff to our finance department;
o Scheduling training for accounting staff to heighten awareness
of generally accepted accounting principles applicable to
complex transactions;
o Strengthening our internal review procedures in conjunction
with our ongoing work to enhance our internal controls so as
to enable us to identify and adjust items proactively;
o Engaging an outside accounting firm to support our
Sarbanes-Oxley Section 404 compliance activities and to
provide technical expertise in the selection and application
of generally accepted accounting principles related to complex
transactions to identify areas that require control or process
improvements and to consult with us on the appropriate
accounting treatment applicable to complex transactions; and
o Implementing the recommendations of our outside accounting
consultants.
Our management and Audit Committee will monitor closely the
implementation of our remediation plan. The effectiveness of the steps we intend
to implement is subject to continued management review, as well as Audit
Committee oversight, and we may make additional changes to our internal control
over financial reporting.
We cannot assure you that we will not in the future identify further
material weaknesses in our internal control over financial reporting. We
currently are unable to determine when the above-mentioned material weaknesses
will be fully remediated. However, because remediation will not be completed
until we have added finance staff and strengthened pertinent controls, we
presently anticipate that we will report in our Annual Report on Form 10-KSB for
the year ended September 30, 2005 that material weaknesses continue to exist.
21
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
On December 17, 2004, Henry Hoffman, Kory Dilman, David Mendez, Tom
Noland, Richard Iler and Terry Thompson were named defendants in a lawsuit
entitled Greg Sanders v. Henry Hoffman et al. Messrs. Hoffman, Dilman, Mendez
and Iler are officers and directors of the Company, Mr. Thompson is a director
of the Company and Mr. Noland is a former officer and director of the Company.
The action was brought in the Circuit Court of Jackson County, Missouri at
Kansas City (04CV236387). The action alleges fraud, misrepresentation and breach
of fiduciary duty relating to a settlement agreement entered into between the
Company and Mr. Sanders. The Company is not a party to this lawsuit. The
complaint seeks damages in excess of $9,679,903. The Company will pay all
expenses relating to the defense of this matter. In management's opinion this
case is without merit and the defendants intend on defending this matter
vigorously.
Item 2: Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) On October 18, 2004 and December 15, 2004, Mr. J. Richard Iler, the
Company's Chief Financial Officer and a Director, exercised 700 and 800 stock
options, respectively, at $1.00 per share. The options were previously granted
pursuant to the Company's 2002 Equity Incentive Plan. These shares are
registered on Form S-8 filed with the SEC on April 14, 2003 (SEC File No.
333-104508).
As of November 1, 2004, Ms. Jackie Seneker, an employee of the Company,
exercised 7,500 stock options at $1.00 per share. The options were previously
granted pursuant to the Company's 2002 Equity Incentive Plan. These shares are
registered on Form S-8 filed with the SEC on April 14, 2003 (SEC File No.
333-104508).
In October 2004, the Company issued 255,000 Common Stock Purchase
Warrants to Pilot Travel Centers. These Warrants expire on May 27, 2009 and are
exercisable at the rate of $4.50 per share.
SiriCOMM, Inc. consummated the private placement of its units (the
"Units") pursuant to a Confidential Investment Proposal dated October 11, 2004
and amended on December 20, 2004. Funds were disbursed from escrow to the
Company as of January 3, 2005 and shares and warrant certificates were issued at
that time. Each Unit consisted of 50,000 shares (the "Shares") of the Company's
common stock and a Common Stock Warrant to purchase 37,500 shares of Common
Stock. In the Private Placement, the Company sold an aggregate of 6.38 Units
(319,000 Shares and Warrants to purchase 239,250 shares of Common Stock) for an
aggregate purchase price of $638,000, or $100,000 per Unit.
The Warrants entitle the holders to purchase shares of the Common Stock
(the "Warrant Shares") for a period of five years from the date of issuance at
an exercise price of $2.40 per share. The Warrants contain certain anti-dilution
rights and are redeemable by the Company, on terms specified in the Warrants.
22
In connection with the Private Placement, Sands Brothers International
Limited, the placement agent in the Private Placement, received a cash
commission fee of nine (9%) of the gross proceeds to the Company of the
securities sold at the closing, a payment of $30,000 representing the fees and
expenses of its counsel in the Private Placement and Warrants (the "Agent
Warrants") to purchase ten percent (10%) of the Shares sold in the Private
Placement (the "Agent Shares"). The Agent Warrants are exercisable for a period
of five years at an exercise price of $2.40 per share and contain the same
anti-dilution rights as the Warrants.
Pursuant to the Offering Documents, the Company also agreed to file
with the Securities and Exchange Commission a Registration Statement covering
the Shares, the Warrant Shares and the Agent Shares. If such Registration
Statement is not filed within the required time frame, or does not become
effective within 120 days of the closing date, the Company has agreed to pay to
the investors 1% of the gross proceeds of the Private Placement for each thirty
(30) day period in which the Company fails to comply with such requirements.
On January 5, 2005 the Company issued an aggregate of 85,000 shares of
its Common Stock upon the exercise of a like number of warrants, exercisable at
$2.00 per share. The warrants were originally issued in January 2004 pursuant to
a private placement of the Company's units consisting of common stock and
warrants.
As an inducement to the investors exercising their warrants, the
Company issued an aggregate of 63,750 new warrants to the investors. The new
warrants entitle the holders to purchase shares of the Company's common stock
reserved for issuance thereunder for a period of five years from the date of
issuance at an exercise price of $2.40 per share. The warrants contain
anti-dilution rights and are redeemable by the Company, in whole or in part, on
terms specified in the warrants.
As a further inducement to the investors exercising their warrants, the
Company also agreed to file with the Securities and Exchange Commission a
Registration Statement covering the shares purchased by each investor as part of
the units, the shares issued upon exercise of the warrants and the shares
underlying the new warrants.
Pursuant to the Agreement (defined below), the Company agreed to issue
to Sat-Net 2,000,000 shares of its Common Stock and 1,000,000 Common Stock
Purchase Warrants (the "Warrants") exercisable for a period of three (3) years
at a price of $2.00 per share. The Warrants are subject to vesting at the rate
of 2,500 warrants per truck-stop location installed; provided, however, that the
vesting with respect to the first 250 locations will be deemed to occur when the
wireless infrastructure is "network operational," as defined in the Agreement.
In addition, the 2,000,000 shares of Common Stock have "piggy-back" registration
rights. The Company expects to issue these securities in the near future.
The cash proceeds of the above sales of securities of the Company are
to be used for general corporate purposes in developing the Company's planned
services.
(d) Not Applicable
23
Item 3.: Defaults upon Senior Securities
None
Item 4.: Submission of Matters to a Vote of Security Holders
None
Item 5.: Other Information
On February 7, 2005 the Company entered into a Network Installation
Agreement (the "Agreement") with Sat-Net Communications, Inc. ("Sat-Net"). The
term of the Agreement is for sixty (60) months commencing on February 7, 2005.
The Agreement will be automatically extended on a year-to-year basis upon
expiration of initial term unless terminated in writing by either party.
During the term of the Agreement, Sat-Net will provide and install VSAT
terminals at up to 400 truck-stop locations at a predetermined turnkey price per
site.
As discussed above, the Company agreed to issue to Sat-Net as
additional consideration 2,000,000 shares of its Common Stock and 1,000,000
warrants.
Item 6.: Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
10.1 Form of Subscription Agreement (Incorporated by
referenced to Exhibit 10.1 of Form 8-K Report dated
December 31, 2004)
10.2 Form of Common Stock Purchase Warrant (Incorporated
by referenced to Exhibit 10.2 of Form 8-K Report
dated December 31, 2004)
10.3 Form of Common Stock Purchase Warrant (Incorporated
by referenced to Exhibit 10.1 of Form 8-K Report
dated January 5, 2005)
10.4 Form of Registration Rights Agreement (Incorporated
by referenced to Exhibit 10.2 of Form 8-K Report
dated January 5, 2005)
10.5 Network Installation Agreement between the Company
and Sat-Net Communications, Inc. dated February 7,
2005 (Incorporated by referenced to Exhibit 10.1 of
Form 8-K dated February 7, 2005)
10.6 Form of Registration Rights Agreement (Incorporated
by referenced to Exhibit 10.2 of Form 8-K dated
February 7, 2005)
10.7 Form of Warrant (Incorporated by referenced to
Exhibit 10.3 of Form 8-K dated February 7, 2005)
10.8 Network Access Services Agreement dated February 7,
2005 between the Company and Idling Solutions, L.L.C.
24
31.1 Certification of Chief Executive Officer of Periodic
Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2 Certification of Chief Financial Officer of Periodic
Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 1, 2005 SIRICOMM, INC.
By: /s/ Henry P. Hoffman
------------------------------------
Henry P. Hoffman, President and
Chief Executive Officer
By: /s/ J. Richard Iler
------------------------------------
J. Richard Iler, Executive Vice
President and Chief Financial Officer
26