Slipperyy as an eel - snippets from the June 30, 1997 annual report.
"OTE 16 - RELATED PARTY TRANSACTIONS
On May 8, 1995 CAI sold, subject to an option to repurchase exercisable at any time prior to January 1, 1996, all of the issued and outstanding stock of TelQuest, Inc. ("TelQuest") with a negative net book value of approximately $70,000, to Wave Holdings, L.L.C., a Delaware limited liability company controlled by Jared E. Abbruzzese, CAI's Chairman and Chief Executive Officer, for $25,000. The gain on this sale of approximately $23,000 was deferred and was
not included in income. TelQuest's involvement in certain operations could have, at that time, violated the Modified Final Judgment, if engaged in by an RBOC or an affiliated enterprise. In May 1996, CAI relinquished its option to repurchase TelQuest for a 2% equity interest in TelQuest Systems, Inc., the operating successor of TelQuest's business.
In consideration of Mr. Abbruzzese's guaranteeing the obligation of CAI to MMDS Holdings, an affiliate of Bell Atlantic, which permitted CAI to complete the Microband acquisition in January 1995, the CAI Board of Directors awarded options to acquire 150,000 CAI Common Shares at $11.00 per share to Mr. Abbruzzese.
In October 1996, two of CAI's officers formed a company, Telecom Service Support
LLC ("TSS"), to provide subscriber installation, service calls, and warehouse service to the subscription television industry. CAI incurred approximately $348,000 for such services during the year ended March 31, 1997. Additionally, CAI has advanced $80,000, provided leased vehicles, and provided certain facility space to TSS.
CAI periodically charters an airplane from Wave Air, Inc., which is primarily owned by Mr. Abbruzzese, in order to carry out business when airline schedules are not compatible. Transactions with Wave Air, Inc. amounted to approximately $278,000 and $103,000 for the years ended March 31, 1997 and 1996, respectively (none for 1995).
CAI WIRELESS SYSTEMS, INC. AND
SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 16 - RELATED PARTY TRANSACTIONS
(CONTINUED)
During the year ended March 31, 1997, CAI loaned $800,000 to Haig Capital L.L.C. and $200,000 to TelQuest Communications, Inc., entities in which Mr. Abbruzzese is a
principal member and stockholder, respectively, of which approximately $175,000 was repaid by Haig Capital. In March 1997, Mr. Abbruzzese combined a $19,000 February 1997 loan from CAI, the remaining obligation of Haig Capital, accrued interest on both loans, and an additional $100,000 advance in April 1997 (subsequent to year-end) into one personal unsecured, demand obligation in the amount of $780,054, bearing interest at 14% per annum. In March 1997, CAI separately purchased certain used equipment for the Boston Project from Haig Capital L.L.C. for $107,000.
The loan to TelQuest Communications, Inc. is evidenced by a promissory note in the principal amount of $200,000, bears interest at 14%, and matures in March 2000. The note is convertible into TelQuest Communications, Inc. common stock at the election of CAI. The Company is currently negotiating the terms of a joint venture with TelQuest Communications and CS Wireless, pursuant to which the Company will be obligated to invest $2.5 million in cash and purchase $2.5 million of equipment in exchange for an initial equity interest in the joint venture of 25%. The original $200,000 loan to TelQuest Communications will be contributed to the joint venture, and CAI will receive a credit for the principal and accrued interest on such amount against the cash portion of its joint venture investment obligation. Interest earned all related party loans approximated $63,400 for the year ended March 31, 1997.
During April 1997, CAI sold approximately $2,112,000 of equipment at book value from the Boston Project that was not needed to CS Wireless for 20% down and the balance due in 30 days after delivery. Additionally, during April 1997, CAI placed purchase orders approximating $1,612,000 with CS Wireless for equipment needed for the Boston Project, taking advantage of CS Wireless' favorable pricing arrangements with its vendor.
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