-----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, M22Uwy05G8nUVF6ukrSwQ+nTA+B07UvxB52wNsTGKPi7FmE7D8nlJq0leJDY5h4Y 931y9NxNXzC2CEQrIXoeXQ== 0000950123-03-012806.txt : 20031117 0000950123-03-012806.hdr.sgml : 20031117 20031117133301 ACCESSION NUMBER: 0000950123-03-012806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031113 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031117 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: 031007424 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 y91892e8vk.txt FORM 8-K 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): November 13, 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 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits As described in Item 12 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: Exhibit 99.1 - Press release dated November 13, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 13, 2003, the Company issued a press release regarding results for the third quarter ended September 30, 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 and financial condition as of, and for the third quarter ended, September 30, 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/ Noah Franzblau Noah Franzblau Secretary and General Counsel Date: November 13, 2003 3 EX-99.1 3 y91892exv99w1.txt PRESS RELEASE Exhibit 99.1 [LEXENT LOGO] CONTACT: Susan Burns Citigate Sard Verbinnen 212-687-8080 sburns@sardverb.com Lexent Reports Third Quarter 2003 Results NEW YORK, NOVEMBER 13, 2003 - Lexent Inc. (OTCBB: LXNT) today announced revenue of $ 27.7 million and a net loss of $6.2 million or $0.15 per share for the quarter ended September 30, 2003. This announcement constitutes neither a solicitation of a proxy, an offer to purchase nor an offer to sell shares of Lexent. Lexent intends to file and deliver all forms, proxy statements, notices and documents required under federal and state law with respect to its previously announced proposed merger, including a proxy statement filed with the Securities and Exchange Commission ("SEC"). Upon completion of the SEC's review of the preliminary proxy materials to be filed by Lexent with the SEC, Lexent will call a special meeting of stockholders to vote on the merger and will mail to its stockholders definitive proxy materials. Stockholders are advised to read Lexent's definitive proxy materials before making any decisions regarding the merger because the definitive proxy materials will contain important information regarding the merger. Stockholders may obtain free copies of the proxy materials (when available) and other documents filed by Lexent and the acquirer with the SEC at the SEC's web site at www.sec.gov. The proxy statement and such other documents relating to Lexent may also be obtained for free by contacting Lexent's principal executive offices, Three New York Plaza, New York, New York 10004, Telephone Number: (212) 981-0700. Lexent, its directors, executive officers and certain employees and members of management, including Hugh J. O'Kane, Jr., Lexent's Chairman, and Kevin M. O'Kane, Lexent's Chief Executive Officer and Vice Chairman of the Board, may be considered participants in the solicitation of proxies from Lexent's stockholders in connection with the proposed merger. These individuals may have interests in the proposed merger which may differ from or may be in addition to those of Lexent's stockholders generally. Information regarding such persons and their interests in Lexent is contained in Lexent's proxy statements and annual reports on Form 10-K filed with the SEC and are available from the SEC's website or from Lexent as described above. Additional information regarding those persons and their interests in the proposed merger will be contained in the proxy materials relating to the proposed merger when they become available. # # # ABOUT LEXENT INC. 4 Leveraging more than fifty years of experience, Lexent (OTCBB: 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 the New York metropolitan area, 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. 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. 5 LEXENT INC. CONSOLIDATED STATEMENTS OF OPERATIONS COMPARISON TO PRIOR YEAR (UNAUDITED) ($ 000's, except per share amounts)
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ----------------------- ----------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Revenues $ 27,716 $ 27,718 $ 68,928 $ 92,183 Cost of revenues 30,917 34,158 74,798 94,966 -------- -------- -------- -------- Gross margin (3,201) (6,440) (5,870) (2,783) General & administrative expenses 2,204 4,600 8,937 13,117 Depreciation & amortization 463 1,229 1,455 3,751 Restructuring charges* -- -- -- 1,441 Non-cash stock based compensation * 478 760 1,637 2,541 -------- -------- -------- -------- Loss from operations (6,346) (13,029) (17,899) (23,633) Interest income, net (153) (268) (607) (823) Other expense (3) 8 (43) 1,456 -------- -------- -------- -------- Loss before taxes (6,190) (12,769) (17,249) (24,266) Provision for taxes (benefit) -- (5,620) 56 (7,935) -------- -------- -------- -------- Net loss $ (6,190) $ (7,149) $(17,305) $(16,331) ======== ======== ======== ======== Net loss per share Basic $ (0.15) $ (0.17) $ (0.41) $ (0.39) ======== ======== ======== ======== Diluted (a) (a) (a) (a) Weighted average common shares Basic 42,269 42,076 42,236 41,870 ======== ======== ======== ======== Diluted (a) (a) (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)
SEPTEMBER 30, 2003 DECEMBER 31, 2002 ------------------ ----------------- Current Assets: Cash and cash equivalents $ 61,683 $ 28,109 Certificate of deposit (restricted cash) 2,013 2,012 Available-for-sale-investments 1,010 44,302 Receivables, net 30,786 28,311 Other current assets 2,030 2,048 Taxes receivable -- 14,750 -------- -------- Total Current Assets 97,522 119,532 Property and equipment, net 4,704 4,033 Other assets 826 880 -------- -------- Total Assets $103,052 $124,445 ======== ======== Current Liabilities: Accounts payable $ 3,690 $ 7,494 Accrued liabilities 8,013 6,229 Accrued restructure reserve 2,375 4,023 Provisions for contract losses 2,315 3,472 Other current liabilities 4,393 3,870 -------- -------- Total Current Liabilities 20,786 25,088 -------- -------- Notes payable -- 396 Accrued restructure reserve - non current 5,534 6,566 Equipment and lease obligations -- 70 Other liabilities 700 600 -------- -------- Total Liabilities 27,020 32,720 Stockholders' Equity 76,032 91,725 -------- -------- Total Liabilities and Stockholders' Equity $103,052 $124,445 ======== ========
-----END PRIVACY-ENHANCED MESSAGE-----