Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. Our common stock first began trading on the OTC Bulletin
Board on May 9, 1997. On December 29, 1999, trading in our common stock moved to
the American Stock Exchange ("AMEX"), under the symbol "DLK". On August 14, 2000
trading in our common stock moved to the Nasdaq National Market ("Nasdaq"),
under the symbol "XLNK". On December 18, 2000, trading in our common stock moved
back to the AMEX under the symbol "DLK".
A 2 for 1 forward stock split became effective on April 27, 2000. Share prices
have been adjusted to reflect this split.
The following table sets forth the high and low closing sales prices of our
common stock as reported by the AMEX for the periods indicated:
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HIGH LOW
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FISCAL YEAR ENDED MARCH 31, 2002
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Quarter ended June 30, 2001 $ 3.15 $ 1.46
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Quarter ended September 30, 2001 $ 1.75 $ 0.66
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Quarter ended December 31, 2001 $ 1.05 $ 0.53
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Quarter ended March 31, 2002 $ 0.94 $ 0.60
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FISCAL YEAR ENDED MARCH 31, 2003
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Quarter ended June 30, 2002 $ 0.70 $ 0.25
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15
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Quarter ended September 30, 2002 $ 0.39 $ 0.14
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Quarter ended December 31, 2002 $ 0.27 $ 0.10
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Quarter ended March 31, 2003 $ 0.20 $ 0.11
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(b) HOLDERS. As of March 31, 2003 we had approximately 450 shareholders of
record. We believe that in excess of 15,000 beneficial owners hold shares of the
Company's common stock in depository or nominee form.
(c) DIVIDENDS. We have never declared or paid any cash dividends on our common
stock. We currently intend to retain earnings, if any, to support the
development and growth of our business and we do not anticipate paying any cash
dividends in the foreseeable future.
(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The
information required by this Item will be included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held in September 2003
under the caption "Executive Compensation - Summary Information Concerning Stock
Option Plans," which will be filed with the Securities and Exchange Commission
no later than 120 days after the close of the fiscal year ended March 31, 2003,
and is incorporation by reference.
RECENT SALES OF UNREGISTERED SECURITIES. During the Quarter ended March 31, 2003
the Company issued securities which were not registered under the Securities Act
of 1933, as amended as follows: On January 24, 2003, the Company issued a total
of 1,153,846 shares of its common stock to Brown Simpson Partners, I Ltd. due
from Brown Simpson's exercise of 1,153,846 warrants at $0.01 per share for a
total of $11,538.46. With respect to these transactions, the Company relied on
Section 4(2) of the Securities Act of 1933, as amended. The investors were given
complete information concerning the Company. The appropriate restrictive legend
was placed on the certificates and stop transfer instructions were issued to the
transfer agent.
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," our consolidated financial statements and notes thereto and other
financial information included elsewhere in this report. The selected
consolidated statements of operations data for the years ended March 31, 1999,
2000, 2001, 2002 and 2003 are derived from our audited consolidated financial
statements.
YEAR ENDED MARCH 31,
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2003 2002 2001 2000* 1999*
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(UNAUDITED) (UNAUDITED)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
Wireless services $ 1,293,801 $ 1,305,347 $ 1,731,948 $ 1,459,920 $ 2,128,438
Enterprise and commerce sales 1,005,060 1,114,481 -- -- --
Professional and related services 45,390 111,590 178,246 -- --
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Total revenue 2,344,251 2,531,418 1,910,194 1,459,920 2,128,438
Cost of Sales:
Wireless services 347,312 511,837 985,305 805,099 822,636
Enterprise and commerce sales 576,959 654,885 -- -- --
Professional and related services 4,972 28,556 49,298 -- --
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Total cost of sales 929,243 1,195,278 1,034,603 805,099 822,636
Gross Profit 1,415,008 1,336,140 875,591 654,821 1,305,802
Operating expenses from continuing operations:
Research and development 719,965 1,010,720 1,187,348 600,957 798,549
Sales and marketing 1,027,366 1,849,582 4,098,228 1,608,056 2,937,140
General and administrative 2,238,825 3,203,131 4,218,224 3,428,314 2,816,655
Impairment of goodwill -- 3,617,283 -- -- --
Impairment of intangible assets -- 3,420,000 -- -- --
16
Depreciation and amortization 1,313,596 3,080,063 1,786,514 -- 205,305
Stock, option and warrant expense 52,455 496,181 601,932 -- --
Operating loss from continuing operations (3,937,199) (15,340,820) (11,016,655) (4,982,507) (5,451,847)
Net loss from continuing operations (2,761,842) (14,781,925) (9,913,215) (4,246,949) (4,430,164)
Net loss from discontinued operations (799,090) (3,662,553) (1,380,166) -- --
Gain from disposal of discontinued
operations 128,582 -- -- -- --
Net loss $ (3,432,350) $(18,444,478) $(11,293,381) $ (4,246,949) $ (4,430,164)
Net loss per common share from
continuing operations $ (0.15) $ (0.87) $ (0.65) $ (0.59) $ (1.06)
Net loss per common share from
discontinued operations $ (0.04) $ (0.22) $ (0.09) -- --
Net loss per common share $ (0.19) $ (1.09) $ (0.74) $ (0.59) $ (1.06)
Weighted average shares 18,039,262 16,975,660 15,199,895 7,213,715 4,187,374
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents (including
restricted cash) $ 1,976,062 $ 4,751,094 7,330,749 $ 15,673,264 $ 3,169,443
Working capital 1,464,645 2,064,396 7,479,156 15,753,980 1,664,133
Total assets 4,648,556 10,337,063 21,769,961 16,597,406 4,057,067
Long-term liabilities 336,405 821,475 898,617 1,362,590 1,778,049
Preferred shareholders' equity -- 5,682,456 5,682,456 9,315,501 --
Common shareholders' equity 3,309,727 294,481 13,182,551 5,804,468 2,427,999
* Fiscal years 2000 and 1999 selected financial data is presented in this table
as originally filed by Semotus with the SEC in the Form 10K. The data are not
restated to take into consideration the acquisition of Five Star on December 28,
2000 under the pooling method of accounting, which, because of the
discontinuance of the operations of Five Star, would have appeared only in the
net loss or gain from discontinued operations.