-----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, J5+r8G4NncG6NwPCVwtpqIKpQSK6EOz1YhpGqyVwc2MdBDlwexIxnrzjHw72yXNB gOWrYnmht/63vm3MYLU7vw== 0000944209-97-000652.txt : 19970520 0000944209-97-000652.hdr.sgml : 19970520 ACCESSION NUMBER: 0000944209-97-000652 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW TECH INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 770312442 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 97607610 BUSINESS ADDRESS: STREET 1: 950 FLYNN RD STREET 2: STE F CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8054828277 10-Q 1 FORM 10-Q FOR PERIOD ENDED 03/31/97 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------ ------ Commission file number: 0-25940 VIEW TECH, INC. (Exact name of registrant as specified in its charter) DELAWARE 77-0312442 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 950 FLYNN ROAD CAMARILLO, CA 93012 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (805) 482-8277 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Number of Shares Outstanding Class as of May 12, 1997 ----- ---------------------------- Common Stock, $.0001 par value 6,381,744 ================================================================================ VIEW TECH, INC. TABLE OF CONTENTS ----------------- PAGE REFERENCE -------------- PART I FINANCIAL INFORMATION Consolidated Balance Sheets March 31, 1997 (unaudited) and December 31, 1996 1 Consolidated Statements of Operations Three Months Ended March 31, 1997 and 1996 (unaudited) 2 Consolidated Statements of Cash Flows Three Months Ended March 31, 1997 and 1996 (unaudited) 3 Notes to Consolidated Financial Statements (unaudited) 4 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION Exhibits and Reports on Form 8-K 11 SIGNATURES 12 i PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VIEW TECH, INC. CONSOLIDATED BALANCE SHEETS ASSETS
March 31, December 31, 1997 1996 ------------ ------------ (Unaudited) CURRENT ASSETS: Cash $ 1,027,097 $ 365,139 Accounts receivable (net of reserves of $457,572 and $479,774, respectively) 9,921,503 10,609,832 Inventory 2,164,783 2,063,028 Other current assets 567,845 737,980 ----------- ----------- Total Current Assets 13,681,228 13,775,979 PROPERTY AND EQUIPMENT, net 2,839,232 2,798,476 GOODWILL, net 1,604,449 1,632,370 OTHER ASSETS 421,501 313,783 ----------- ----------- $18,546,410 $18,520,608 =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: Accounts payable $ 6,541,333 $ 7,682,887 Short-term bank debt -lines of credit 1,924,998 1,829,428 Current portion of capital lease obligations 458,994 450,669 Other current liabilities 2,280,532 2,198,485 Accrued merger costs -- 1,160,494 ----------- ----------- Total Current Liabilities 11,205,857 13,321,963 ----------- ----------- LONG-TERM OBLIGATIONS 576,311 779,920 ----------- ----------- COMMITMENT AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, par value $.0001, authorized 5,000,000 shares, none issued or outstanding -- -- Common stock, par value $.0001, authorized 20,000,000 shares, issued and outstanding 6,357,082 and 5,666,814 shares, at March 31, 1997 and December 31, 1996, respectively 636 567 Additional paid-in capital 12,718,693 9,934,236 Retained deficit (5,955,087) (5,516,078) ----------- ----------- 6,764,242 4,418,725 ----------- ----------- $18,546,410 $18,520,608 =========== ===========
See accompanying notes to consolidated financial statements. 1 VIEW TECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, ------------------------------ 1997 1996 -------------- ------------- Revenues: Product sales and service revenues $ 6,260,551 $5,581,318 Agency commissions 3,751,435 2,527,134 ----------- ---------- 10,011,986 8,108,452 ----------- ---------- Cost and Expenses: Costs of goods sold 4,568,209 3,890,468 Sales and marketing expenses 3,966,928 2,792,997 General and administrative expenses 1,830,804 1,130,675 ----------- ---------- 10,365,941 7,814,140 ----------- ---------- Income (Loss) from Operations (353,955) 294,312 Other Expense (84,142) (68,426) ----------- ---------- Income (Loss) Before Income Taxes (438,097) 225,886 Provision for Income Taxes (912) (24,303) ----------- ---------- Net Income (Loss) $ (439,009) $ 201,583 =========== ========== Earnings (Loss) Per Share $ (.07) $ .03 =========== ========== Weighted Average Shares Outstanding 6,169,491 5,767,662 =========== ==========
See accompanying notes to consolidated financial statements. 2 VIEW TECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, ----------------------------- 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (439,009) $ 201,583 Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and amortization 305,595 244,572 Provision for bad debts (22,202) (290,937) Loss on sale of assets 7,649 -- Changes in assets and liabilities: Accounts receivable 710,531 (495,106) Inventory (101,755) (118,414) Other current assets 62,417 (41,067) Accounts payable (1,141,554) 380,839 Note payable to vendor -- (67,703) Other accrued liabilities (993,449) (1,668) ----------- ---------- Net cash used by operating activities (1,611,777) (187,901) ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (326,078) (165,099) Short-term loan to PDS - (265,000) ----------- ---------- Net cash used in investing activities (326,078) (430,099) ----------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under lines of credit 95,570 434,382 Repayments of capital lease and other debt obligations (280,283) (304,264) Issuance of common, net 2,784,526 8,016 ----------- ---------- Net cash provided by financing activities 2,599,813 138,134 ----------- ---------- NET INCREASE (DECREASE) IN CASH 661,958 (479,866) CASH, beginning of period 365,139 1,949,761 ----------- ---------- CASH, end of period $ 1,027,097 $1,469,895 =========== ========== SUPPLEMENTAL DISCLOSURES: Operating activities reflect: Interest paid $ 89,746 $ 101,798 =========== ========== Income taxes paid $ 2,800 $ -- =========== ==========
See accompanying notes to consolidated financial statements. 3 VIEW TECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - GENERAL - ---------------- View Tech, Inc., along with its wholly-owned subsidiary, USTeleCenters, Inc., ("UST"), is a leading, single source provider of voice, video and data equipment, network services and bundled telecommunications solutions for business customers nationwide. The Company has equipment distribution partnerships with PictureTel Corporation, Ascend Communications and Northern Telecom and markets network services through agency agreements with Bell Atlantic, GTE, NYNEX, Southwestern Bell and Sprint. The consolidated financial statements include the accounts of View Tech and UST. All significant intercompany balances and transactions have been eliminated in consolidation. In November 1996, View Tech completed its merger with UST (the "Merger") which was accounted for as a pooling of interest. Accordingly, the Company's financial statements have been restated for all periods prior to the Merger to include the results of operations, financial position, and cash flows of UST. The information for the three months ended March 31, 1997 and 1996 has not been audited by independent accountants, but includes all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for such periods. The Company has reclassified certain balance sheet and statement of operations items for prior periods in order to conform to the current periods' presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission, although the Company believes that the disclosures included in these financial statements are adequate to make the information not misleading. The financial statements presented herein should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the transition period from July 1, 1996 to December 31, 1996. NOTE 2 - BASIS OF PRESENTATION - ------------------------------ A reconciliation of consolidated total revenues and net income to amounts applicable to the separate pooled companies prior to the Merger (effective, November 29, 1996) is as follows:
Three Months Ended March 31, 1996 ------------------- Total revenues: View Tech............ $3,881,894 USTeleCenters........ 4,226,558 ---------- $8,108,452 ========== Net income (loss): View Tech............ $ (13,604) USTeleCenters........ 215,187 ---------- $ 201,583 ========== Net income (loss) per share (fully-diluted basis): View Tech............ $ -- USTeleCenters........ .03 ---------- $ .03 ==========
4 VIEW TECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) NOTE 3 - NET INCOME PER SHARE - ----------------------------- Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, including common stock options and common stock purchase warrants when dilutive. NOTE 4 - LINES OF CREDIT - ------------------------ The Company maintains a $1,750,000 credit facility (the "Note") to assist in meeting its working capital needs, if required. The Note expires on October 1, 1997 and provides for a borrowing base of up to $1,750,000 with interest payable monthly at the prime rate plus 1% per year. The borrowing base is determined based on 60% of eligible accounts receivable, as defined. The Company had outstanding borrowings of $500,000 under the Note as of March 31, 1997. Funds available under the Note are reduced by certain outstanding standby letters of credit issued on behalf of the Company. In addition to the $500,000 outstanding under the Note, the Company has as of March 31, 1997, six outstanding standby letters of credits totaling $524,000. One letter of credit is issued to the Company's primary video conferencing equipment supplier as collateral for the Company's purchasing line of credit with such supplier. Of the remaining five letters of credit, four are issued in favor of one leasing company in connection with certain capital lease transactions relating to the purchase of computer equipment and furniture, and one is issued to a surety company in connection with its issuance of a performance bond on behalf of the Company. The letter of credit holders may draw against the letters of credit if the Company fails to make timely payments or meet certain other conditions. As a result of issuing the six standby letters of credit, the credit line available under the Note has been reduced to $726,000. The Company's wholly-owned subsidiary, UST, maintains a revolving credit agreement with a bank. The agreement, pursuant to the terms of a forbearance agreement, as amended, allows the subsidiary to borrow up to the lesser of the financial borrowing base, as defined, or $3,500,000. The bank has a security interest in the subsidiary's assets and the Company is guaranteeing the repayment of amounts borrowed under the line. In addition, the subsidiary has agreed, among other things, to maintain certain financial covenants and ratios, as defined. As of March 31, 1997, UST was in compliance with the covenants or had received waivers under the forbearance agreement. Interest on the outstanding balance is payable monthly at the bank's base rate (8.5% at March 31, 1997) plus 1.0%. The revolving line of credit and forbearance agreement have been extended to August 1, 1997. In addition, UST had maintained a lease line-of-credit agreement with a bank which was converted into a term note as part of the forbearance agreement. At March 31, 1997, there was approximately $826,000 outstanding under this facility. UST is required to maintain certain restrictive covenants, including profitability and liquidity covenants. Amounts outstanding bear interest at rates ranging from 5.6% to 8.3%. As of March 31, 1997, UST was in compliance with the covenants or had received waivers under the forbearance agreement. In connection with the renewal of the UST's revolving credit agreement, the lease line term note was revised to provide for additional credit of $250,000. This credit facility expires on August 1, 1997. NOTE 5- SALE OF COMMON STOCK - ---------------------------- The Company sold to one investor, Telcom Holding, LLC, an aggregate of $2,860,000 of common stock on three separate closings occurring in January and March, 1997. In addition, the Company issued an aggregate of 487,500 warrants to purchase common stock at $6.50 per share in connection with this transaction. The Company will use such funds for working capital and to pay a portion of the costs incurred in connection with the Merger. 5 VIEW TECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) NOTE 6 - COMMITMENTS - -------------------- The Company executed a new office lease agreement in January, 1997 to house its New York City operations. The lease provides for monthly rental payments of $16,573 plus its proportionate share of building operating expenses. The lease expires on August 30, 1999. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-Q. Except for historical information contained herein, the statements in this Form 10-Q are forward-looking statements (including without limitation, statements indicating that the Company "expects," "estimates," "anticipates," or "believes" and all other statements concerning future financial results, product offerings or other events that have not yet occurred), that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements involve known factors, risks and uncertainties which may cause the Company's actual results in future periods to differ materially from forecasted results. Those factors, risks and uncertainties include, but are not limited to: the Company's ability to raise additional funds that may be necessary to meet its future capital needs; the Company's limited history of profitable operations and significant fluctuations in operating results which may continue due to delays in product enhancements and new product introductions by its suppliers; the termination of or change of the Company's business relationships with PictureTel or NYNEX, disruption in supply, failure of PictureTel or NYNEX to remain competitive in product quality, function or price or a determination by PictureTel or NYNEX to reduce reliance on independent providers such as the Company; and the introduction of new rules and regulations by the federal government and/or certain states pertaining to the Company's telecommunications business that could lead to additional competition from entities with greater financial and managerial resources. Additional information on these and other risk factors are included under "Risk Factors" and elsewhere in this Form 10-Q. GENERAL View Tech commenced operations in July 1992. Since its initial public offering of common stock in June 1995, the Company has grown rapidly through internal expansion and through acquisitions. In November 1996, the Company acquired USTeleCenters, Inc., a Massachusetts corporation headquartered in Boston, Massachusetts ("USTeleCenters"), in a merger transaction (the "Merger"), which was accounted for as a pooling-of-interests for financial reporting purposes and pursuant to which USTeleCenters merged into USTeleCenters, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("UST"). At the time of the Merger, the Company operated out of 14 offices covering 24 states and employed 75 people. The Merger resulted in the addition of three offices and 225 additional employees. The Company markets and installs video communications systems and provides continuing services relating to installed systems. In addition, as a result of the Merger, the Company designs, sells, manages and supports telecommunications systems solutions for small and medium-sized businesses throughout the United States. In addition, the Company develops and manages sales and customer service programs on an outsourced basis for (i) certain Regional Bell Operating Companies ("RBOCs"), (ii) other telecommunications service providers and (iii) equipment manufacturers under agency and value added reseller ("VAR") agreements. In New England and New York, the Company also provides systems integration and on-going account management consulting for middle market customers. On behalf of its RBOC clients, the Company sells high speed data services, Internet access, Centrex network services, local and long distance services, voice mail and other "enhanced" services, discount calling plans and toll-free services such as remote-call-forwarding. The Company intends to continue its expansion activities in calendar year 1997 through both internal expansion and strategic acquisitions, although there can be no assurances that the Company will be able to do so. Although management anticipates that the revenues generated by its existing offices, as well as the offices acquired through acquisition or expansion, will exceed its operating costs for the next twelve months, there can be no assurance that such results will be achieved. To the extent that such costs exceed such revenues, the Company's business, financial condition and results of operations will be adversely affected. 7 RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, information derived from the Company's consolidated financial statements expressed as a percentage of the Company's revenues:
THREE MONTHS ENDED MARCH 31, -------------------- 1997 1996 --------- -------- (Unaudited) Revenues: Product sales and service revenues.... 62.5% 68.8% Agency commissions.................... 37.5 31.2 ------ ----- 100.0 100.0 ====== ===== Costs and Expenses: Costs of goods sold................... 45.6 48.0 Sales and marketing expenses.......... 39.6 34.5 General and administrative expenses... 18.3 13.9 ------ ----- (103.5) 96.4 ------ ----- Income (Loss) from Operations.......... (3.5) 3.6 Other Expense.......................... (0.8) (0.8) ------ ----- Income (Loss) Before Income Taxes...... (4.3) 2.8 Provision for Income Taxes............. (0.1) (0.3) ------ ----- Net (Loss) Income...................... (4.4)% 2.5% ====== =====
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996 REVENUES Total revenues for the three months ended March 31, 1997 increased by $1.904 million or 23.5% to $10.012 million from $8.108 million in 1996. Product Sales and Services Product sales and service revenues increased by $679,233 or 12.2% to $6.261 million in 1997 from $5.581 million in 1996. The increase in revenues was primarily related to the Company's nationwide expansion of its videoconferencing business throughout calendar year 1996, including increasing its videoconferencing sales force to 34 representatives at March 31, 1997, compared to 19 representatives at March 31, 1996. Agency Commissions Agency commissions for 1997 increased by $1.224 million or 48.4% to $3.751 million from $2.527 million in 1996. The increase in agency commissions was due to the Company beginning to rebuild its telemarketing sales force in 1997 to enable it to market new product offerings on behalf of its RBOC and exchange carrier clients. 8 COSTS AND EXPENSES Costs of goods sold for 1997 increased by $677,741 or 17.4% to $4.568 million from $3.890 million in 1996. Costs of goods sold as a percentage of revenues decreased to 45.6% in 1997 from 48.0% in 1996. The dollar increase in costs of goods sold is primarily related to the increase in product sales and service revenues and to an increase in technical service costs related to the Company's videoconferencing business. Costs of goods sold as a percetnage of revenues decreased due to the fact that such costs grew at a slower rate than overall revenues. Sales and marketing expenses for 1997 increased by $1.174 million or 42.0% to $3.967 million from $2.793 million in 1996. Sales and marketing expenses as a percentage of revenues increased to 39.6% in 1997 from 34.5% in 1996. The dollar increase in selling and marketing expenses was primarily due to the increase in the number of sales representatives and to higher sales volume which resulted in higher compensation and related expenses for the Company's sales force. Sales and marketing expenses as a percentage of revenues increased due to the fact that selling expenses grew at a greater rate than overall revenues. General and administrative expenses for 1997 increased by $700,129 or 61.9% to $1.831 million from $1.131 million in 1996. General and administrative expenses as a percentage of total revenues increased to 18.3% in 1997 from 13.9% in 1996. The dollar increase in general and administrative expenses was primarily due to a general increase in such expenses as a result of the expansion of the Company's videoconferencing and agency business. General and administrative expenses as a percentage of revenues increased due to the fact that such expenses grew at a greater rate than revenues. Income from operations decreased $648,267 to a loss of $(353,955) in 1997 from income of $294,312 in 1996. The loss from operations for 1997 related to the increases in sales and marketing expenses, and general and administrative expenses, discussed above. Income from operations as a percentage of revenues decreased to (3.5)% for 1997, compared to 3.6% for 1996. Other expense, primarily representing interest expense, for 1997 remained level with 1996. Provision for income tax expense decreased $23,391 to $912 in 1997 compared to a provision of $24,303 for 1996. The decrease in the tax provision was related to the Company's current period pre-tax loss. Net income decreased $640,592 to a loss of $(439,009) in 1997 from net income of $201,583 for 1996. Net income as a percentage of revenues decreased to (4.4)% for 1997 compared to 2.5% for 1996. Net income per share decreased to $(.07) for 1997 compared to $.03 for 1996. The weighted average number of shares outstanding increased to 6,169,491 for 1997 from 5,767,622 in 1996. LIQUIDITY AND CAPITAL RESOURCES Over the past two years, View Tech has financed its operations and expansion activities with the proceeds from its initial public offering completed in June 1995, private placements of equity securities, bank debt and vendor credit arrangements. Net cash used for operating activities for the three months ended March 31, 1997 (the "Period") was $1.612 million. The primary uses of cash in the first quarter of 1997 were decreases in accounts payable and other accrued liabilities of $1.142 million and $993,449, respectively. Sources of cash from operating activities were primarily related to a decrease in accounts receivable $710,531. Net cash used for investing activities for the Period was $326,078, relating to the purchase of office furniture and computer equipment. Net cash provided by financing activities for the Period was $2.600 million, relating to net proceeds of $2.785 million from the sale of common stock by the Company, offset by the repayment of $280,283 in debt obligations. 9 The Company maintains a $1,750,000 credit facility (the "Note") to assist in meeting its working capital needs, if required. The Note expires on October 1, 1997 and provides for a borrowing base of up to $1,750,000 with interest payable monthly at the prime rate plus 1% per year. The borrowing base is determined based on 60% of eligible accounts receivable, as defined. The Company had outstanding borrowings of $500,000 under the Note as of March 31, 1997. Funds available under the Note are reduced by certain outstanding standby letters of credit issued on behalf of the Company. In addition to the $500,000 outstanding under the Note, the Company has as of March 31, 1997, six outstanding standby letters of credits totaling $524,000. One letter of credit is issued to the Company's primary video conferencing equipment supplier as collateral for the Company's purchasing line of credit with such supplier. Of the remaining five letters of credit, four are issued in favor of one leasing company in connection with certain capital lease transactions relating to the purchase of computer equipment and furniture, and one is issued to a surety company in connection with its issuance of a performance bond on behalf of the Company. The letter of credit holders may draw against the letters of credit if the Company fails to make timely payments or meet certain other conditions. As a result of issuing the six standby letters of credit, the credit line available under the Note has been reduced to $726,000. The Company's wholly-owned subsidiary, UST, maintains a revolving credit agreement with a bank. The agreement, pursuant to the terms of a forbearance agreement, as amended, allows the subsidiary to borrow up to the lesser of the financial borrowing base, as defined, or $3,500,000. The bank has a security interest in the subsidiary's assets and the Company is guaranteeing the repayment of amounts borrowed under the line. In addition, the subsidiary has agreed, among other things, to maintain certain financial covenants and ratios, as defined. As of March 31, 1997, UST was in compliance with the covenants or had received waivers under the forbearance agreement. Interest on the outstanding balance is payable monthly at the bank's base rate (8.5% at March 31, 1997) plus 1.0%. The revolving line of credit and forbearance agreement have been extended to August 1, 1997. In addition, UST had maintained a lease line-of-credit agreement with a bank which was converted into a term note as part of the forbearance agreement. At March 31, 1997, there was approximately $826,000 outstanding under this facility. UST is required to maintain certain restrictive covenants, including profitability and liquidity covenants. Amounts outstanding bear interest at rates ranging from 5.6% to 8.3%. As of March 31, 1997, UST was in compliance with the covenants or had received waivers under the forbearance agreement. In connection with the renewal of the UST's revolving credit agreement, the lease line term note was revised to provide for additional credit of $250,000. This credit facility expires on August 1, 1997. The Company sold to one investor, Telcom Holding, LLC, an aggregate of $2,860,000 of common stock on three separate closings occurring in January and March, 1997. In addition, the Company issued an aggregate of 487,500 warrants to purchase common stock at $6.50 per share in connection with this transaction. The Company will use such funds for working capital and to pay a portion of the costs incurred in connection with the Merger. UST's lines of credit are due on August 1, 1997. UST is subject to a forbearance agreement which enables the lender to foreclose on the debt if UST's financial condition falls below certain minimum standards. The forbearance agreement, as amended, was originally entered into on June 14, 1995. Based on UST's relationship with the lender, the Company's management anticipates that the lender will refinance the lines of credit or extend the date on which the lines of credit must be paid. However, if the lender does not refinance such lines of credit and the Company has not raised additional equity and/or arranged for alternative bank financing, the Company will not have sufficient cash to repay the lender when the debt comes due. There can be no assurance that the Company will be able to renegotiate the lines of credit with the lender, and if the lender requires payment in August 1997, there can be no assurance that the Company will be able to raise the additional funds necessary to meet the Company's operating needs and capital requirements or that such funds, if available, can be obtained on terms acceptable to the Company. The failure to refinance the lines of credit, raise additional capital or obtain additional bank financing will have a material adverse effect on the Company's business, financial condition and results of operations. To the extent that the Company raises additional capital by issuing equity securities, ownership dilution to current stockholders of the Company will result. 10 The Company may require additional working capital to efficiently operate its business, continue to implement its growth strategy and to adequately provide for its working capital needs. In this regard, the Company will continue to seek private equity or debt financing to satisfy its capital needs. However, exclusive of the cash required to repay the UST debt obligations on August 1, 1997 and to fund additional expansion activities, the Company believes that its existing cash balances, combined with its anticipated operating cash flow and borrowings under existing credit facilities will be adequate to meet the Company's on-going cash needs for the next twelve months. RISK FACTORS FUTURE FINANCING REQUIREMENTS The Company may require additional working capital in order to operate its business efficiently and to implement its internal expansion and acquisition strategy. The Company plans to raise additional capital to meet such needs in either the form of a private placement of its securities and/or traditional bank financing, or a combination of both. In connection with the private placement of its securities, the Company sold to one investor, Telcom Holdings, LLC, an aggregate of $2,860,000 of common stock on three separate closings occurring in January and March 1997. There can be no assurance, however, that the Company will be able to raise any additional funds that may be necessary to meet the Company's future capital needs or that such additional funds, if available, can be obtained on terms acceptable to the Company. The failure to raise additional capital, when and if needed, on terms acceptable to the Company could force the Company to alter its business strategy, including but not limited to, its acquisition strategy, in the future. UNASCERTAINABLE RISKS DUE TO RAPID EXPANSION AND FUTURE ACQUISITIONS Management anticipates that the Company will continue to grow not only through internal expansion, but also through acquisitions of other entities. Since July 1992, View Tech, by virtue of its expansion activity, has grown from two employees in one location to approximately 300 employees in 16 locations at March 31, 1997. In the past several months, View Tech has acquired three businesses, including USTeleCenters. By virtue of rapid internal growth and external growth through acquisitions, the Company will be subject to the uncertainties and risks associated with any expanding business. In light of the potential significance of these changes and the absence of a long history of combined operations of View Tech with another entity, it is possible that the Company will encounter difficulties, such as, integration of operations, inefficiencies due to duplicative functions, management and administrative differences and overlapping, competing or incompatible areas of business and operations, that cannot presently be ascertained. There can be no assurance that the Company will achieve the anticipated benefits of its recent acquisitions. LIMITED HISTORY OF PROFITABLE OPERATIONS; SIGNIFICANT FLUCTUATIONS IN OPERATING RESULTS; FUTURE RESULTS OF OPERATIONS UNCERTAIN View Tech and USTeleCenters have operated since 1992 and 1987, respectively. On a combined basis, the Company incurred a net loss for the three months ended March 31, 1997 and has operated as a combined entity since November 29, 1996. Although the Company achieved profitability and reported net income of $424,056 for fiscal 1996, it reported a net loss of $3,017,218 and $1,876,810 and for the six months ended December 31, 1996 and the fiscal year ended June 30, 1995. In the future, View Tech may continue to experience significant fluctuations in operating results as a result of a number of factors, including delays in product enhancements and new product introductions by its suppliers, market acceptance of new products and services and reduction in demand for existing products and services as a result of introductions of new products and services by its competitors or by competitors of its suppliers. In addition, View Tech's operating results may vary significantly depending on the mix of products and services comprising its revenues in any period. There can be no assurance that View Tech will achieve revenue growth or will be profitable on a quarterly or annual basis in the future. DEPENDENCE ON SUPPLIERS, INCLUDING PICTURETEL AND NYNEX For the three months ended December 31, 1996, approximately 43% and 14% of the Company's consolidated revenues were attributable to the sale of equipment manufactured by PictureTel and to the sale of network products and services provided by NYNEX, respectively. Termination of or change of the Company's business relationships with PictureTel or NYNEX, disruption in supply, failure of PictureTel or NYNEX to remain competitive in product quality, function or price or a determination by PictureTel or NYNEX to reduce reliance on independent providers such as the Company, among other things, would have a material adverse effect on the Company's business, financial condition and results of operation. The Company is a party to agreements with PictureTel and NYNEX that authorize the Company to serve as a non-exclusive dealer and sales agent, respectively, in certain geographic territories. The PictureTel and NYNEX agreements expire on August 1, 2000, and December 31, 1998, respectively. The PictureTel and NYNEX agreements can be terminated without cause upon 60 days and 12 months written notice by the suppliers, respectively. There can be no assurance that these agreements will not be terminated, or that they will be renewed on terms acceptable to the Company. These suppliers have no affiliation with the Company and are competitors of the Company. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FROM 8-K (a) Exhibits 10.1 Severance and Consulting Agreement by and between, View Tech, Inc. and John W. Hammon, dated April 22, 1997. 10.2 Tenth Amendment to Revolving Credit, Term Loan and Security Agreement between USTeleCenters, Inc. and The First National Bank of Boston, dated March 31, 1997. 27.1 Financial Data Schedule (b) Reports on Form 8-K - Current Report on Form 8-K, dated January 15, 1997, regarding the appointment of Paul C. O'Brien as Chairman of the Board and the investment in View Tech common stock and common stock purchase warrants by Telcom Holding, LLC of which Mr. O'Brien is a member and manager. - Current report on Form 8-K/A, dated February 14, 1997, presenting the pro-forma information for the three months ended September 30, 1996 and 1995 in connection with the Company's merger with USTeleCenters, Inc.
11 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIEW TECH, INC. Date: May 15, 1997 By: \s\ William M. McKay -------------------------------- William M. McKay Chief Financial Officer (Principal Financial and Accounting Officer) 12 EX-10.1 2 SEVERANCE AND CONSULTING AGREEMENT EXHIBIT 10.1 SEVERANCE AND CONSULTING AGREEMENT ---------------------------------- THIS SEVERANCE AND CONSULTING AGREEMENT, dated April 22, 1997 (the "Agreement"), is entered into by and between View Tech, Inc., a Delaware corporation with its principal place of business in Camarillo, California (the "Company"), and John W. Hammon (the "Executive"). WHEREAS, the Executive has been in the employ of the Company as its Chief Operating Officer and President since the Company's inception; WHEREAS, the Executive possesses an intimate knowledge of the business and affairs of the Company and its policies, procedures, methods and personnel; WHEREAS, the parties wish to settle the terms of the severance of their employment relationship and any and all disputes which exist or could exist between them; WHEREAS, the parties wish to continue their association for a specific period during which the Executive shall perform services as a consultant for the Company; WHEREAS, the Company and the Executive have determined that it is in their respective best interests to enter into this Agreement on the terms and conditions as set forth herein; NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Severance of Employment Relationship; Resignation from Board. ------------------------------------------------------------ (a) The Executive confirms, by executing this Agreement, that he has resigned his employment as President and Chief Operating Officer with the Company, effective April 17, 1997. (b) The Executive shall receive by April 21, 1997 all compensation and benefits earned but unpaid as of that date, including all accrued unused vacation. (c) On or before April 21, 1997, the Executive shall return to the Company all of the Company's property in his possession, including, but not limited to, the Company's cellular phone and credit card that he possessed during his employment. (d) The Executive is currently a member of the Company's Board of Directors (the "Board"). The Executive, by executing this Agreement, hereby resigns his 1 position on the Board, effective May 20, 1997. The Executive shall also take all other actions necessary to accomplish his resignation from the Board effective May 20, 1997. (e) The parties shall agree on the contents of a statement to be released to the press regarding the existence and terms of this Agreement. 2. Consulting Services. ------------------- (a) Consulting Period. The Company and the Executive hereby ----------------- agree that beginning on the effective date of the Executive's resignation as President and Chief Operating Officer (the "Consulting Commencement Date"), the Company shall retain the services of the Executive to provide advisory and consulting services to the Company (as set forth below) for the period commencing on the Consulting Commencement Date until December 31, 1998 (the "Consulting Period"). (b) Consulting Services; Fee; Attorneys' Fees Reimbursement. The ------------------------------------------------------- advisory and consulting services to be provided by the Executive pursuant to this Section 2 shall be rendered on a non-exclusive basis at such times and at such locations as shall be required by the Company. The Executive agrees to be available, upon request and at all reasonable times (and upon reasonable notice), to the Company's Chief Executive Officer for consultation and advice on matters relating to the business of the Company for at least 16 hours during each week during the Consulting Period. The Executive shall be paid the sum of $19,335 per month for his services during the Consulting Period (the "Consulting Fee"). The Consulting Fee shall be payable in equal installments (except for the first payment which may be prorated based upon the number of days covered by the Consulting Period) with the same frequency as the Company pays its salaried employees, as such payment periods are in effect from time to time in accordance with Company policy. During the Consulting Period, the Company shall reimburse the Executive for all pre-approved normal and reasonable business expenses incurred by him at the request of the Company for which appropriate documentation is provided to the Company but will not reimburse the Executive for country club dues and other personal expenses. During the Consulting Period, the Consulting Fee shall constitute the Executive's entire compensation, and he shall not be eligible for bonuses or increases in compensation paid to employees. The Company shall also pay to the Executive's counsel, Heller Ehrman White & McAuliffe, the sum of two thousand five hundred dollars ($2,500.00) within thirty (30) days of the Executive's execution of this Agreement as a partial reimbursement of the Executive's legal fees incurred in connection with the negotiation and preparation of this Agreement. This payment shall represent the Company's sole obligation with respect to the payment of the Executive's legal fees except as may be provided for by Section 6.14 below. (c) Health Insurance. The Company shall provide the Executive ---------------- with all notices required under federal and state law upon his resignation regarding continuation of group health coverage and shall reimburse the Executive on a monthly basis for the premiums paid by the Executive to obtain such coverage for a period of 18 months 2 after his resignation, or until he is no longer eligible for continuation coverage, whichever is earlier. For the balance of the Consulting Period, the Company shall reimburse the Executive for the premiums paid in connection with a health insurance policy obtained by the Executive providing comparable levels of benefits to those provided for under the Company's group health plan applying to senior executives at the commencement of the Consulting Period. (d) Stock Option Agreements. The parties have entered into three ----------------------- agreements, dated June 12, 1996, July 17, 1995 and October 3, 1994, respectively, granting options to the Executive for the purchase of shares in the Company (the "Stock Option Agreements"). The Company maintains a Stock Option Plan that governs the grant of such options. True and correct copies of the Company's Stock Option Plan, as amended, and the Stock Option Agreements are attached hereto as Appendix A. Under the terms of the plan under which the Stock Option Agreements were agreed to, the Executive's option to purchase certain shares of Company common stock expires ninety (90) days after the termination of the parties' relationship. The parties agree that the Executive's resignation as President and Chief Operating Officer and continued retention as consultant pursuant to the terms of this Agreement shall not be deemed to be a termination of the parties' relationship for purposes of the Stock Option Agreements and the option period applicable to the Stock Option Agreements. (e) Officer Receivable. The Executive has a balance of ------------------ approximately twenty six thousand three hundred dollars ($26,300) on his advance account at the Company (the "Officer Receivable") that is due and owing to the Company. The parties agree that the Officer Receivable shall be reduced by the amount of properly documented business expense claims submitted by the Executive to the Company, including those relating to a European business trip undertaken by the Executive during his employment with the Company. The Executive shall submit these expense claims to the Company no later than thirty (30) days after his execution of this Agreement. The amount of the Officer Receivable remaining after it has been reduced by the amount of proper business expenses submitted by the Executive shall be deducted in equal installments from each payment of the Consulting Fee until the Officer Receivable is entirely paid upon the expiration of the Consulting Period. 3. Executive Covenants. ------------------- 3.1 Unauthorized Disclosure. (a) The Executive agrees and ----------------------- understands that due to the Executive's position with the Company, both prior and subsequent to the date of this Agreement, the Executive has been and will be exposed to, and has received and will receive, confidential and proprietary information of the Company or relating to the Company's business or affairs that constitute trade secrets as defined by the Uniform Trade Secrets Act, California Civil Code (S) 3426, et seq. (collectively, the "Trade Secrets"), including but not limited to technical information, product information and formulae, processes, business and marketing plans, strategies, customer information, other information concerning the Company's products, promotions, development, financing, 3 expansion plans, business policies and practices and other forms of information considered by the Company to be proprietary and confidential and in the nature of trade secrets. Except to the extent that the proper performance of the Executive's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Executive prior to his employment by the Company (including, without limitation, his employment by the Company prior to the date of this Agreement) or (ii) was or becomes generally available to the public other than as a result of a disclosure by the Executive in violation of the provisions of this Section 3.1(a), the Executive agrees that during the balance of his employment and during the Consulting Period and at all times thereafter the Executive will keep such Trade Secrets confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company. This confidentiality covenant has no temporal, geographical or territorial restriction. On the Consulting Commencement Date, the Executive will promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible product or document, and any and all copies, duplicates or reproductions thereof, which has been produced by, received by or otherwise submitted to the Executive in the course of his employment with the Company. (b) Inventions. (i) The Executive agrees that any and all ---------- inventions, discoveries, improvements processes, formulae, business application software, patents, copyrights and trademarks made, developed, discovered or acquired by him prior to and during his employment or the Consulting Period, solely or jointly with others or otherwise, which relate to the business of the Company and all knowledge possessed by the Executive relating thereto (collectively, the "Inventions"), shall be fully and promptly disclosed to the Board of Directors and to such person or persons as the Board of Directors shall direct and shall be the sole and absolute property of the Company and the Company shall be the sole and absolute owner thereof. The Executive agrees that he will at all times keep all inventions secret from everyone except the Company and such persons as the Board of Directors may from time to time direct. The Executive shall, as requested by the Company at any time and from time to time, whether prior to or after the expiration of the Consulting Period, execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment of the Inventions to the Company or its designees and any patent applications (United States or foreign) and renewals with respect thereto, including any other instruments deemed necessary by the Company for the prosecution of patent applications or the acquisition of letters of patent. (ii) Reference is hereby made to Appendix B to this Agreement reprinting the text of Sections 2870 through 2872 of the California Labor Code. Execution of this Agreement by the Executive shall confirm that the Executive has received and read such Appendix B. The provisions of this Section 3.1(b) shall not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code. 4 3.2 Prohibited and Competitive Activities. The Executive and the ------------------------------------- Company recognize that due to the nature of the Executive's engagement hereunder and the relationship of the Executive to the Company, both prior and subsequent to the date of this Agreement, the Executive has had and will have access to, has had and will acquire, and has assisted and may continue to assist in developing, confidential and proprietary information relating to the business and operations of the Company and its affiliates, including Trade Secrets. The Executive acknowledges that such information has been and will be of central importance to the business of the Company and its affiliates and that disclosure of it to, or its use by, others (including, without limitation, the Executive (other than in furtherance of the Company's business and affairs)) could cause substantial loss to the Company. The Executive and the Company also recognize that an important part of the Executive's duties has been to develop goodwill for the Company and its affiliates through his personal contact with Clients (as defined below), employees, and others having business relationships with the Company, and that there is a danger that this goodwill, a proprietary asset of the Company, may follow the Executive when his employment relationship with the Company is terminated. The Executive accordingly agrees as follows: (a) Prohibited Activities. The Executive agrees that he --------------------- will not at any time during the Consulting Period: (i) (other than in the course of his duties as Consultant) disclose or furnish to any other person or, directly or indirectly, use for his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and he shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (ii) directly or indirectly, whether for his own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationship with Clients or other business relationships of the Company or any affiliate thereof, (iii) publish or make any statement critical of the Company or any shareholder or affiliate of the Company, or in any way adversely affect or otherwise malign the business or reputation or any of the foregoing persons; provided, however, that if, in the -------- ------- written opinion of counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable, or (iv) during the balance of his employment and during the Consulting Period directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate thereof; provided, however, that if any such person contacts the Executive concerning employment outside the Company and Executive notifies the Company in writing of his intent to discuss employment opportunities with such person and the Company gives written permission for such 5 discussions to take place, then any subsequent discussions and any employment resulting therefrom shall not be deemed to be solicitation for employment by the Executive for the purposes of this Agreement. "Clients" shall mean those persons (as defined in Section 4.12(b) below) who, at any time during the Executive's course of employment and the Consulting Period with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing. (b) Non-Competition. By and in consideration of the --------------- Company's entering into this Agreement and providing the Consulting Fee and benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (including, without limitation, the Company's Trade Secrets), the Executive agrees that the Executive will not, during the balance of his employment and the term of the Consulting Period, engage in any Competitive Activity. The term "Competitive Activity" means engaging in any of the following activities: (i) serving as a director of any Competitor (as defined below), (ii) directly or indirectly through one or more intermediaries, either (X) controlling any Competitor or (Y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns and equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion shall be determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity), (iii) employment by (including serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor) or, managing or operating the business or affairs of, any Competitor or (iv) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. The term "Competitor" as used herein means any person (other than the Company or any affiliate thereof) that competes with any of the business conducted by the Company or any affiliate thereof at or prior to the time the Executive engages in one or more of the Competitive Activities listed above. The parties agree that the Company currently conducts business in the following areas, among others: the design, sale, management and/or support of telecommunications systems; telecommunications systems integration services; Centrex network services; telecommunications account management services; high speed data services; internet access services; voice mail and other "enhanced" services; discount calling plans and remote call forwarding services; the marketing, sale, installation and maintenance of data transmission products; local and long distance telephone services; and the marketing, sale, installation and maintenance of videoconferencing equipment and telephone systems services. 6 (c) Remedies. The Executive agrees that any breach of the -------- terms of this Section 3 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. 4. Waiver and General Release. -------------------------- 4.1 Consultation With Attorney. The Executive has been advised -------------------------- to consult with an attorney before signing this Agreement, and hereby warrants that he has done so. 4.2 Term of Offer. The Executive shall have twenty-one (21) days ------------- from his receipt of this Agreement to accept its terms by signing it. 4.3 Revocation. The Executive shall have seven (7) days after ---------- signing this Agreement to revoke it by notifying the Company in writing of revocation. 4.4 Mutual Release. The Executive hereby expressly waives any -------------- and all claims, demands, and causes of action which he has, claims to have, or may have, whether known or unknown, against the Company and all of its past, present and future corporate parents, divisions, subsidiaries, affiliates, related entities, successors, assigns, officers, attorneys, employees and agents, except claims for indemnity by the Executive against the Company in ------ accordance with the Company's Certificate of Incorporation, Bylaws and/or applicable law. As used in this Agreement, "claims," "demands," and "causes of action" include, but are not limited to, contract claims, whether express or implied, tort claims, equitable claims, claims for breach of fiduciary duty, fraud claims, claims arising out of federal, state or local laws, regulations or ordinances prohibiting discrimination on account of race, sex, sexual orientation, religion, age or national origin, including claims under the Age Discrimination in Employment Act, wage claims, claims for vacation pay, overtime pay, severance pay, back pay, fringe benefits, debts, accounts, compensatory damages, punitive damages, and/or liquidated damages. The Company likewise waives any and all claims, demands, and causes of action which it has, claims to have, or may have, whether known or unknown, against the Executive, his heirs, personal representatives, executors, administrators and assigns, except claims ------ against the Executive for embezzlement or misappropriation or misdirection of Company assets. 7 4.5 California Civil Code Section 1542. It is understood and ---------------------------------- agreed that all rights under California Civil Code Section 1542 are hereby expressly waived by each party. Said Section provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlement with the debtor. 5. Restriction on Sale of Stock; Registration Rights. The Executive ------------------------------------------------- currently holds 450,000 shares of stock in the Company (the "Shares"). The Executive may acquire additional shares of the Company's common stock pursuant to the Option Agreements or otherwise (the "Options," collectively with the Shares, the "Securities".) While the Executive is a member of the Board, he is subject to the statutory and regulatory restrictions on the volume of shares of the Company that he can sell. Based on the potential deleterious effect on the value of shares of the Company's stock should a substantial number of shares be sold in a short period, and in consideration of the promises and mutual covenants contained herein, the Executive shall not, during the Consulting Period, sell or cause to be sold more than one percent (1%) of the Company's outstanding common stock in any three (3) month period, or in any other period that is approved by the Board. 5.1 Market Stand-Off. In connection with any underwritten public ---------------- offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Act"), the Executive shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any of the Securities without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Company or such underwriters, provided that such period of time shall not exceed one hundred and eighty (180) days. The Executive shall be subject to the Market Stand-Off provided and only if the officers and directors of the Company are also subject - -------------------- to similar restrictions. Any new, substituted or additional securities or options which are by reason of any Recapitalization or Reorganization, as defined below, distributed with respect to the Securities shall be immediately subject to the Market Stand-Off, to the same extent the Securities are at such time covered by such provisions. "Recapitalization" shall mean any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company's outstanding Common Stock as a class without the Company's receipt of consideration. "Reorganization" shall mean (i) a merger or consolidation in which the Company is not the surviving entity (ii) a sale, transfer or other disposition of all or substantially all of the Company's assets or (iii) any transaction effected primarily to change the state in which the 8 Company is incorporated or to create a holding company structure. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Securities until the end of the applicable stand-off period. 5.2 Registration Rights. (a) The Company covenants and agrees ------------------- with the Executive that in the event that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to the Executive promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to the Executive, together with others who have similar rights, the opportunity to include in such registration statement such number of securities as they may request. The Company shall cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the Executive to be included in the registration to include such securities in the proposed offering and the Company shall use its reasonable best efforts to include such securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of the Executive to registration pursuant to this section shall be conditioned upon the Executive's participation in such underwriting and the inclusion of the securities to be sold by the Executive in the underwriting. Should the Executive propose to distribute securities through such underwriting, he shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Such underwriting agreement shall provide that expenses relating to the inclusion of securities owned by the Executive in any such underwritten offering, other than any underwriter's discount and commissions or transfer taxes, shall be paid by the Company. (b) The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, if any such managing underwriter of recognized standing shall advise the Company and the Executive in writing that, in its opinion, the distribution of all or a specified portion of the securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included pro rata among the other holders (including the Executive) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein. In the 9 event that a holder or holders of the Company's securities (other than the Executive) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Executive) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (ii) second, such other securities (including the Securities) requested to be included pro rata among the Company and the holders of such other securities according to the number of securities requested to be included by the Company and each such holder requesting inclusion therein. For purposes of this section, the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto. 6. Miscellaneous. ------------- 6.1 Binding Effect; Assignment. This Agreement shall inure to -------------------------- the benefit of and be binding upon the parties hereto and their respective heirs, executors, representatives, estates, successors and assigns, including any successor or assign to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise; provided, however, that the -------- ------- Executive, or any beneficiary or legal representative of the Executive, shall not assign all or any portion of the Executive's rights or obligations under this Agreement without the prior written consent of the Company. 6.2 Notices. Whenever notice is required to be given under the ------- terms of this Agreement, such notice shall be in writing and delivered by hand or by registered or certified mail, postage prepaid, or transmitted by telex, telegram or telecopier, addressed as follows: 10 (a) If to the Company, to it at: View Tech, Inc. 950 Flynn Road Camarillo, CA 93012 Tel: (805) 482-8277 Fax: (805) 482-3825 (b) With a copy to: Brobeck, Phleger & Harrison LLP 550 South Hope Street Los Angeles, CA 90071 Tel: (213) 489-4060 Fax: (213) 745-3345 Attn: V. Joseph Stubbs, Esq. (c) If to the Executive, to him at: Mr. John W. Hammon 35065 Beach Boulevard Capistrano Beach, CA 92675 (d) With a copy to: Heller, Ehrman, White & McAuliffe 601 S. Figueroa Street, 40th Floor Los Angeles, CA 90017-5704 Tel: (213) 689-0200 Fax: (213) 614-1868 Attn: Paul H. Greiner, Esq. or to such other address as either party shall have specified for itself from time to time to the other party in writing. All such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent by registered or certified mail, upon receipt, or if transmitted by telex, telegram or telecopier (which shall be followed promptly by hand delivery), upon confirmation of such transmission. 6.3 Governing Law. This Agreement and the rights and obligations ------------- of the parties hereto shall be construed and enforced in accordance with and governed by the laws of the State of California without giving effect to the conflict of law principles thereof. 6.4 Severability. If any term or other provision of this ------------ Agreement, or any application thereof to any circumstances is invalid, illegal or incapable of being 11 enforced by any rule of law or public policy, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement. 6.5 Entire Agreement. This Agreement contains the entire ---------------- understanding of the parties hereto with respect to its subject matter hereof and supersedes all prior agreements and understandings, oral or written, between them as to such subject matter, including, but not limited to, any and all employment agreements, whether written, oral or implied. 6.6 Counterparts. This Agreement may be executed in any ------------ number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. 6.7 Plurals; Gender; Headings. Under this Agreement, unless the ------------------------- context otherwise requires, words in the singular number or in the plural number shall each include the singular number and the plural number, and the use of any gender shall include all genders. The headings in this Agreement are for reference purpose only and shall not limit or otherwise affect the meaning or interpretation of this Agreement. 6.8 Further Assurances. Each party hereto shall do and perform ------------------ or cause to be done and performed all further acts and things and shall execute and deliver all other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 6.9 Amendment and Modification. This Agreement may not be -------------------------- amended, nor may any provision hereof be modified or waived, except by an instrument in writing duly signed by the party to be charged. 6.10 Withholding. The Company shall not withhold any statutory ----------- deductions from the Executive's Consulting Fee and will submit a Form 1099 documenting the payment of the Consulting Fee. The Executive shall defend the Company and hold it harmless as to any claims or actions against the Company under federal, state or local tax laws for taxes owed by the Executive arising out of the Executive's receipt of the Consulting Fee. 6.11 Waiver. No provision of this Agreement may be waived or ------ discharged unless such waiver or discharge is agreed to in writing and signed by the affected party, and no waiver or discharge of any breach by any party hereto of any provision of this Agreement to be performed by such party, shall be deemed a waiver or discharge of any other provisions or a waiver or discharge of any breach of any other provisions, respectively, at the same or at any prior or subsequent time. 12 6.12 Definitions. ----------- (a) The term "affiliate" shall mean, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such person. (b) The term "person" shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentally thereof. 6.13 Warranties. ---------- (a) Each party has received legal advice from attorneys of their choice with respect to the advisability of entering into this Agreement and the releases provided herein. This Agreement is based upon such advice, after each party's respective attorneys were provided with a full and fair opportunity to review the Agreement and consult with their respective clients regarding the terms contained herein. (b) Each party entering into this Agreement, and each person executing this Agreement on behalf of any party, has full authority to do so and to make the covenants, promises, representations, and warranties set forth herein. (c) Except as otherwise provided herein, this Agreement is intended to be final and binding upon the parties and is further intended to be effective as a full and final accord and satisfaction among them regardless of any claims of fraud, misrepresentation, concealment of fact, mistake of fact or law, duress, coercion, or any other circumstances whatsoever relating to the subject matter or execution of this Agreement. Each party relies upon the finality of this Agreement as a material factor inducing that party's execution of this Agreement. (d) There are no other agreements or understandings between the parties relating to the matters and releases referred to in this Agreement other than as set forth herein. The mutual obligations and undertakings of the parties expressly set forth in this Agreement are the sole and only consideration of this Agreement, and no representations, promises or inducements of any nature whatsoever have been made by the parties other than as appear in this Agreement. 13 (e) This Agreement has been read carefully by each of the parties and its contents are known and understood by each of the parties. This Agreement is signed freely and voluntarily by each party hereto. 6.14 Attorneys' Fees. In the event of any litigation between the --------------- parties in connection with the enforcement, interpretation or defense of this Agreement, or the defense of any claim barred by this Agreement, the prevailing party or parties shall be entitled to reimbursement from the other party of all reasonable costs and expenses incurred by it in connection with the litigation, including attorneys' fees. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates provided below. VIEW TECH, INC. BY: /s/ Robert G. Hatfield ------------------------------ NAME: ROBERT G. HATFIELD TITLE: CHIEF EXECUTIVE OFFICER /s/ John W. Hammon --------------------------------- JOHN W. HAMMON 4/22/97 14 EX-10.2 3 TENTH AMENDMENT EXHIBIT 10.2 _______________________________________________________________________________ TENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT BETWEEN USTELECENTERS, INC. AND THE FIRST NATIONAL BANK OF BOSTON DATED AS OF MARCH 31, 1997 _______________________________________________________________________________ TENTH AMENDMENT, dated as of March 31, 1997 (the "Amendment"), to that certain Revolving Credit, Term Loan and Security Agreement dated as of October 19, 1992, as amended by a First Amendment dated as of June 18, 1993, a Second Amendment dated as of June 15, 1994, a Third Amendment dated as of September 30, 1994, a Fourth Amendment dated as of December 9, 1994, a Fifth Amendment dated as of June 14, 1995, a Sixth Amendment dated as of July 31, 1995, a Seventh Amendment dated as of June 3, 1996, an Eighth Amendment dated as of September 16, 1996 and a Ninth Amendment dated as of November 27, 1996, by and between USTELECENTERS, INC., a Delaware corporation and successor by merger to USTeleCenters, Inc., a Massachusetts corporation (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON (the "Bank") (together, as so amended, the "Agreement"). WHEREAS, the Company has asked the Bank to amend certain terms of the Agreement, and the Bank is willing to do so subject to all the terms, covenants and conditions set forth in this Amendment. NOW THEREFORE, in consideration of the premises and the agreements, covenants, representations and warranties herein contained, and subject to the terms and conditions specified herein, the Company and the Bank hereby agree as follows: SECTION A - General. Any term, condition, covenant, agreement or other --------- ------- provision of the Agreement not expressly and specifically amended hereby or by any Exhibit hereto shall continue in full force and effect, and all of which are hereby ratified, confirmed and restated by the Company. Except as expressly provided or contemplated in this Amendment, nothing herein is intended to or shall be construed so as to limit, discharge, release, diminish or otherwise modify any indebtedness, obligations, liabilities or duties of the Company, or terminate, release, waive, or otherwise modify any mortgage, security interest, right, power or remedy of the Bank. Upon execution of this Amendment by the Company and the Bank, the Agreement, as amended by this Amendment, shall constitute the single and entire agreement of the parties hereto with respect to the matters addressed therein and herein. SECTION B - Amendments to Agreement. The following amendments to the --------- ----------------------- Agreement shall become effective on the Effective Date: 1. The definitions of "Commitment Amount" and "Revolving Credit Termination Date" in Section 1.1 of the Agreement are hereby amended in their entirety to read as follows: "Commitment Amount" - $3,500,000, or such lesser amount, including zero, resulting from a termination or reduction of such amount in accordance with Sections 2.4 or 8.20 "Revolving Credit Termination Date" - August 1, 1997. 2. The definition of "Indebtedness" in Section 1.1 of the Agreement is hereby amended by adding after each reference therein to the Company the words: "or the Guarantor, as the case may be,". 3. Section 1.1 of the Agreement is further amended by adding thereto the following defined terms: "Guarantor" - View Tech, Inc., a Delaware corporation. --------- "Guaranty" - The Unlimited Guaranty dated as of November 22, 1996 -------- of the Guarantor in favor of the Bank. 4. Sections 6.11 and 6.12 of the Agreement are hereby amended in their entirety to read as follows: 6.11. Operating Cash Flow to Total Debt Service. At the end of ----------------------------------------- each fiscal quarter of the Company, the ratio of Operating Cash Flow to Total Debt Service shall not be less than 2.0 to 1. -2- 6.12. Total Liabilities to Tangible Net Worth. At the end of --------------------------------------- the Company's fiscal quarter ending March 31, 1997, the ratio of Total Liabilities to Tangible Net Worth shall not be greater than 5.3 to 1, and at the end of the Company's fiscal quarter ending June 30, 1997, the ratio of Total Liabilities to Tangible Net Worth shall not be greater than 4.75 to 1. 5. Sections 8.1(e), (f) and (g) of the Agreement are hereby amended by adding therein after each reference therein to the Company the words: "or the Guarantor". SECTION C - Conditions Precedent. The Bank's obligations under this --------- -------------------- Amendment are expressly subject to the satisfaction of the conditions precedent listed below. The date on which such conditions precedent shall have been satisfied or waived by the Bank in writing shall be the "Effective Date" hereunder. 1. Delivery of Documents. The Bank shall have received the --------------------- following, each dated as of the Effective Date, in form and substance satisfactory to the Bank: (i) an Amended and Restated Secured Revolving Credit Note duly executed by the Company, in or substantially in the form of Exhibit A (the "Amended Note"); --------- (ii) a certificate of the Secretary or Assistant Secretary of the Company with respect to resolutions of the Board of Directors authorizing the execution and delivery of this Amendment and the Amended Note and the transactions contemplated hereby; identifying the officer(s) authorized to execute, deliver and take all other actions required under this Amendment and the Amended Note, and providing specimen signatures of such officers; and certifying that the copy of the Company's By-Laws attached thereto is a true and correct copy thereof and that no amendment thereto is pending, in form satisfactory to the Bank; -3- (iii) Certificate of Incorporation of the Company and all amendments and supplements thereto, filed in the office of the Secretary of State of Delaware, each certified by said Secretary of State as being a true and correct copy thereof; (iv) a certificate of the Secretary of State of Delaware as to legal existence and corporate good standing in such state and listing all documents on file in the office of said Secretary of State; (v) a certificate of the Treasurer of the Company as to the Massachusetts tax good standing of the Company; (vi) an opinion addressed to it from Burns & Levinson LLP, counsel to the Company in form and substance satisfactory to the Bank and its counsel; (vii) payment of the fees and expenses of Sullivan & Worcester LLP, counsel to the Bank, incurred in connection with this Amendment and the discussions and negotiations concerning the performance of the Company prior to the date hereof; (viii) a confirmation of the Guaranty duly executed by the Guarantor, in or substantially in the form of Exhibit B; --------- and (ix) such other documents, and completion of such other matters, as counsel for the Bank may deem necessary or appropriate. SECTION D - Representations and Warranties. To induce the Bank to enter --------- ------------------------------ into this Amendment, the Company represents and warrants to the Bank as follows: 1. Reaffirmation of Representations and Warranties. The ----------------------------------------------- representations and warranties of the Company contained in the original Agreement as heretofore supplemented are hereby reaffirmed by the Company as true, correct and complete on the date hereof, except that the Company has been reincorporated in Delaware as a wholly-owned subsidiary of View Tech, Inc. -4- 2. No Conflict. The execution, delivery and performance of this ----------- Amendment and the Amended Note do not and will not (i) violate the charter documents or by-laws of the Company, both as amended, or any court order by which the Company or any of its properties is bound, or (ii) conflict with, result in a breach of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, agreement or instrument to which the Company is a party or by which it or any of its properties may be bound. 3. Valid and Binding Obligations. The Company has the corporate ----------------------------- power, and has taken all necessary corporate action to authorize it, to execute, deliver and perform this Amendment. This Amendment and the Amended Note, when executed and delivered by the Company, will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and except as to the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. 4. Governmental Approvals. The execution, delivery and performance ---------------------- of this Amendment and the Amended Note and the transactions contemplated herein and therein do not require any approval or consent of, or filing or registration with, any governmental or other agency or authority, or any other person, except for governmental approvals which the Company has obtained or completed and which are in full force and effect as of the date of execution of this Amendment and will be in full force and effect on the Effective Date. 5. Financial Statements. The balance sheet of the Company as at -------------------- December 31, 1996 and the related statement of income (the "Financial Statements") heretofore delivered to the Bank, have -5- been prepared in accordance with generally accepted accounting principles, are correct and complete and fairly present the Company's financial condition as at such date and for the period covered. The Company had as of such date no material liabilities, contingent or otherwise, liability for taxes, unusual long-term commitments or unrealized or anticipated losses aggregating a material amount, except as disclosed or reflected in such financial statements. There has been no material adverse change in the Company's business, prospects, properties or financial condition since the date of said balance sheet. 6. No Litigation. Except as set forth in the Litigation Schedule ------------- attached hereto, there are no suits or proceedings pending or, to the knowledge of the Company, threatened against the Company or its properties, and no proceedings involving the Company by or before any governmental authority which bring into question the validity or enforceability of the Agreement, this Amendment, the Amended Note or the Guaranty or any amendments thereto contemplated hereby or which, if determined adversely to the Company, would have a material adverse effect on the Company's properties, financial condition or business. 7. No Default. The Company is not in default and no event has ---------- occurred and is continuing and no condition exists which constitutes or, after notice or lapse of time or both, would constitute a default or event of default, under any order or decree of any court or governmental authority or under any agreement or other instrument to which it is a party, or by which it or its properties are bound, and the Company is complying with all applicable statutes and regulations of each governmental authority having jurisdiction over it or its business except where such default or the failure to so comply would not have a material adverse effect on the Company's properties, financial condition, or business. No event has occurred and is continuing and no condition -6- exists which constitutes or, after notice or lapse of time or both, would constitute a breach of, default or Event of Default by the Company under the Agreement or any Note, as heretofore waived in writing by the Bank. 8. Subsidiary of Guarantor. The Company is a wholly owned subsidiary ----------------------- of Guarantor, and the Guarantor's Guaranty is in full force and effect and has not been rescinded by Guarantor. 9. No Untrue Statements. No document, certificate or statement -------------------- furnished by the Company to the Bank in connection herewith contains any untrue statement of a material fact concerning the Company. 10. The Company's Information. All data, certificates, reports, ------------------------- statements, opinions of counsel, documents and other information furnished to the Bank by or on behalf of the Company or the Guarantor on or prior to the date hereof were, at the time the same were so furnished, complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact. 11. Survival of Representations and Warranties, etc. All statements ------------------------------------------------ contained in any certificate, financial statement or other instrument delivered by or on behalf of the Company pursuant to or in connection with this Amendment shall constitute representations and warranties made under the Agreement. Wherever a representation and warranty made under this Amendment refers to an Exhibit or amended Exhibit, it shall be deemed to refer to the Exhibit attached hereto or, if one or more amended Exhibits have been furnished, the amended Exhibit most recently so furnished prior to the date as of which the representation and warranty is made, and the later delivery of an amended Exhibit shall not effect a correction of any representation and warranty which was incorrect or untrue when made. -7- SECTION E - Miscellaneous. --------- ------------- 1. Expenses. The Company shall pay on demand all costs and expenses -------- of the Bank incurred in connection with this Amendment, including, without limitation, all reasonable attorneys' fees and disbursements, appraisal costs, environmental review expenses and all recordation and filing fees. 2. Defined Terms. Unless otherwise expressly defined herein, terms ------------- used as defined terms in this Amendment shall have the meanings given to them in the Agreement. 3. Severability. The paragraph headings used herein are for ------------ convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 4. Governing Law. This Amendment shall be governed by, and construed ------------- and interpreted in accordance with, the laws of the Commonwealth of Massachusetts. 5. Counterparts. This Amendment may be executed by one or more of ------------ the parties hereto in any number of counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 6. Incorporation by Reference. All Exhibits and Schedules to this -------------------------- Amendment shall be integral parts hereof and are hereby incorporated herein by reference. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written. USTELECENTERS, INC. By:________________________________ Name: Title: -8- THE FIRST NATIONAL BANK OF BOSTON By:________________________________ Name: Title: -9- EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTERLY REPORT ON FORM 10-Q FOR THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,027,097 0 10,389,075 (467,572) 2,164,783 13,681,228 6,355,870 (3,516,638) 18,546,410 11,205,857 0 0 0 635 6,763,607 18,546,410 10,011,986 10,011,986 4,568,209 10,365,941 0 0 84,142 (438,097) (912) (439,009) 0 0 0 (439,009) (.07) (.07)
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