-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DF4Z/6ZYcK4PCLv/ThsPAWKudDZeWdDKijNl8RseprfC77VBTGsaAuaNIbE8p+e+ uv/SIjpi5kWGeDiY6VuQmA== 0000950123-03-004844.txt : 20030428 0000950123-03-004844.hdr.sgml : 20030428 20030428155220 ACCESSION NUMBER: 0000950123-03-004844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31105 FILM NUMBER: 03666862 BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 8-K 1 y85902e8vk.txt LEXENT INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2003 LEXENT INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-31105 13-3990223 (State Or Other (Commission (IRS Employer Jurisdiction Of File Number) Identification No.) Incorporation) Three New York Plaza New York, New York 10004 ------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 981-0700 -1- Item 5. Other Events and Regulation FD Disclosure. Lexent Inc. (the "Company") announced, that on April 22, 2003, it received a Nasdaq Staff Determination letter stating that the Company's common stock is subject to delisting from the Nasdaq National Market for failing to meet the independent director and audit committee requirements for continued listing on the Nasdaq Stock Market as required by Marketplace Rules 4350(c) and 4350(d)(2). A copy of the press release making this announcement is attached as Exhibit 99.1 and is furnished as part of this Current Report on Form 8-K as described in Item 9 below. The Company intends to appeal the decision and the Company's common stock will continue to trade on the Nasdaq National Market until resolution of such appeal. However, there can be no assurance that the Nasdaq Listing Qualifications Panel will grant the Company's request for continued listing on the Nasdaq National Market. In the event the Company's common stock is delisted from the Nasdaq Stock Market, the stock would then trade on the Nasdaq's OTC Bulletin Board. The delisting of the Company's common stock from the Nasdaq National Market could result in a reduction in the market price and the liquidity of the Company's common stock. Item 7. Financial Statements and Exhibits. (c) Exhibits As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: Exhibit 99.1 - Press release dated April 23, 2003 Item 9. Regulation FD Disclosure. On April 23, 2003, the Company issued a press release regarding results for the three months ended March 31, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company's results of operations for the three months ended March 31, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. -2- SIGNATURE 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 hereunto duly authorized. LEXENT INC. By: /s/ Kevin O'Kane ------------------ Kevin O'Kane Chief Executive Officer Date: April 24, 2003 -3- EX-99.1 3 y85902exv99w1.txt PRESS RELEASE Exhibit 99.1 [LEXENT LOGO] CONTACT: Susan Burns Citigate Sard Verbinnen 212-687-8080 sburns@sardverb.com Lexent Reports Fiscal 2003 First Quarter Results; Receives Delisting Notice From Nasdaq NEW YORK, APRIL 23, 2003 - Lexent Inc. (Nasdaq: LXNT), an infrastructure services provider delivering a full spectrum of design, program management and deployment services in the nation's largest metropolitan markets, today announced revenue of $20.3 million and a net loss of $6.0 million or $0.14 per share for the quarter ended March 31, 2003. The results for the first quarter 2003 were affected by lower than anticipated revenues due to the cold winter and delays in completing projects, continued pressure on margins and a cost structure that anticipated higher revenues. On February 18, 2003, Lexent announced that it had received an offer from a buying group, which includes Hugh J. O'Kane, Jr. and Kevin M. O'Kane, to purchase all outstanding shares of the Company not owned by the buying group for $1.25 per share. The Company's Board of Directors currently consists solely of Hugh J. O'Kane, Jr. and Kevin M. O'Kane. As a result of the absence of independent members from the Company's Board of Directors, Lexent retained Rodman & Renshaw, Inc., a New York based investment-banking firm, as an independent advisor to assist in evaluating and responding to the offer. The evaluation by Rodman & Renshaw is ongoing. In addition, as previously announced, the Nasdaq Stock Market has been reviewing the Company's eligibility for continued listing on Nasdaq because the Company does not currently meet its independent director and audit committee requirements. On April 22, 2003, the Company received a Nasdaq Staff Determination stating that the Company's common stock is subject to delisting from the Nasdaq National Market for failing to meet such requirements for continued listing in accordance with Marketplace Rules 4350(c) and 4350(d)(2). The Company intends to file a request for a hearing before the Nasdaq Listing Qualifications Panel to appeal the delisting determination. The Company believes that hearings typically occur within 30-45 days of a company's request. Upon filing the request for a hearing, the Company's common stock will continue to be traded on the Nasdaq National Market pending the final decision by Nasdaq. There can be no assurance that the Nasdaq Listing Qualifications Panel will grant the Company's request for continued listing on the Nasdaq National Market. In the event the Company's common stock were delisted from the Nasdaq Stock Market, the stock would then trade on the Nasdaq's OTC Bulletin Board. ABOUT LEXENT INC. Leveraging more than fifty years of experience, Lexent (Nasdaq: LXNT) is an infrastructure services company that designs, deploys and maintains fiber optic, electrical and life safety systems for telecommunications carriers and enterprise organizations in some of the largest national metropolitan markets. Supporting the above offerings, Lexent provides a full spectrum of project management and specialized maintenance services to utility, telecommunications, real estate, government and large enterprise customers. The Company has offices in New York, Washington D.C, Long Island, and the states of New Jersey and Florida. For additional information on the Company, see Lexent's web site at http://www.lexent.net. FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements, which may be identified by the use of words such as "believes", "anticipates", "expects", "intends", and other similar expressions, including statements regarding the Company's planned appeal of the Nasdaq notice of delisting and the outcome of such appeal. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks are more fully outlined in the Company's registration statement on Form S-1 and other SEC filings. # # # LEXENT INC. CONSOLIDATED STATEMENTS OF OPERATIONS COMPARISON TO PRIOR YEAR (UNAUDITED) ($ 000's, except per share amounts
FOR THE THREE MONTHS ENDED MARCH 31, 2003 2002 -------- -------- Revenues $ 20,345 $ 31,313 Cost of revenues 22,529 29,435 -------- -------- Gross margin (2,184) 1,878 General & administrative expenses 2,854 4,432 Depreciation & amortization 513 1,289 Restructuring charges -- 1,441 Non-cash stock-based compensation * 681 1,021 -------- -------- Operating loss (6,232) (6,305) Interest (income) expense, net (225) (283) Other expense (51) 1,408 -------- -------- Loss before taxes (5,956) (7,430) Provision for taxes (benefit) 38 (701) -------- -------- Net loss $ (5,994) (6,729) ======== ======== Net loss per share Basic $ (0.14) $ (0.16) ======== ======== Diluted (a) (a) ======== ======== Weighted average common shares Basic 42,195 41,699 ======== ======== Diluted (a) (a) ======== ========
* Substantially all of these amounts would be classified as general and administrative expenses (a) Not presented because result is anti-dilutive LEXENT INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) ($ 000's)
DECEMBER 31, MARCH 31, 2003 2002 -------------- ------------ Current Assets: Cash and cash equivalents $ 26,101 $ 28,109 Certificate of deposit (restricted cash) 2,003 2,012 Available-for-sale-investments 42,939 44,302 Receivables, net 20,782 28,311 Prepaid and other current assets 549 2,048 Income taxes receivable 14,750 14,750 -------- -------- Total Current Assets 107,124 119,532 Property and equipment, net 3,559 4,033 Other assets 849 880 -------- -------- Total Assets $111,532 $124,445 ======== ======== Current Liabilities: Accounts payable $ 4,225 $ 7,494 Accrued liabilities 3,170 6,229 Accrued restructure reserve 3,077 4,023 Provisions for contract losses 3,082 3,472 Other current liabilities 4,632 3,870 -------- -------- Total Current Liabilities 18,186 25,088 Notes payable -- 396 Accrued restructure reserve - noncurrent 6,216 6,566 Equipment and capital lease obligations 39 70 Other liabilities 750 600 -------- -------- Total Liabilities 25,191 32,720 Stockholders' Equity 86,341 91,725 -------- -------- Total Liabilities and Stockholders' Equity $111,532 $124,445 ======== ========
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