<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _____
COMMISSION FILE NUMBER 000-25147
INTERNET AMERICA, INC.
(Exact name of small business issuer as specified in its charter)
TEXAS 86-0778979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
350 N. ST. PAUL, SUITE 3000, DALLAS, TX 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 861-2500
Check 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 past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING AT NOVEMBER 9, 2000
-----------
Common Stock at $.01 par value 9,927,072 Shares
===========
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTERNET AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
--------------- ---------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,280,454 $ 1,373,786
Accounts receivable, net 2,588,829 2,162,252
Prepaid expenses and other current assets 445,244 148,772
--------------- ---------------
Total current assets 4,314,527 3,684,810
PROPERTY AND EQUIPMENT, net 2,535,135 2,717,715
INTANGIBLE AND OTHER ASSETS, net 29,297,417 32,884,893
--------------- ---------------
$ 36,147,079 $ 39,287,418
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 3,922,240 $ 2,573,700
Accrued liabilities 1,934,286 1,850,088
Deferred revenue 5,120,447 4,839,824
Current maturities of long-term debt 110,793 176,267
Current maturities of capital lease obligations 214,219 247,146
--------------- ---------------
Total current liabilities 11,301,985 9,687,025
LONG-TERM DEBT, net of current portion 47,693 53,932
CAPITAL LEASE OBLIGATIONS, net of current portion 174,990 206,894
--------------- ---------------
Total liabilities 11,524,668 9,947,851
--------------- ---------------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 40,000,000 shares authorized,
9,919,790 and 9,705,798 issued and outstanding at
September 30, 2000, and June 30, 2000, respectively 99,198 97,059
Additional paid-in capital 55,062,957 54,743,828
Accumulated deficit (30,539,744) (25,501,320)
--------------- ---------------
Total shareholders' equity 24,622,411 29,339,567
--------------- ---------------
$ 36,147,079 $ 39,287,418
=============== ===============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE> 3
Financial Statements - Continued
INTERNET AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
REVENUES:
Access $ 7,439,216 $ 4,468,760
Business services 1,500,168 916,831
Other 27,502 206,608
--------------- ---------------
Total 8,966,886 5,592,199
--------------- ---------------
OPERATING COSTS AND EXPENSES:
Connectivity and operations 5,785,786 3,150,195
Sales and marketing 1,736,927 1,498,470
General and administrative 2,489,651 1,387,200
Depreciation and amortization 3,988,177 1,416,012
--------------- ---------------
Total 14,000,541 7,451,877
--------------- ---------------
OPERATING LOSS (5,033,655) (1,859,678)
INTEREST INCOME (EXPENSE), NET (4,770) 36,782
--------------- ---------------
NET LOSS $ (5,038,425) $ (1,822,896)
=============== ===============
NET LOSS PER COMMON
SHARE:
BASIC $ (0.52) $ (0.26)
=============== ===============
DILUTED $ (0.52) $ (0.26)
=============== ===============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
BASIC 9,773,350 7,009,211
DILUTED 9,773,350 7,009,211
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE> 4
Financial Statements - Continued
INTERNET AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
September 30,
----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (5,038,425) $ (1,822,896)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,988,177 1,416,012
Non-cash compensation expense 287,500 --
Changes in operating assets and liabilities:
Accounts receivable (426,577) (89,235)
Prepaid expenses and other current assets (296,472) (7,064)
Other assets 9,960 6,068
Accounts payable and accrued liabilities 1,432,739 (212,213)
Deferred revenue 280,623 (207,751)
--------------- ---------------
Net cash provided by (used in) operating activities 237,525 (917,079)
--------------- ---------------
INVESTING ACTIVITIES
Purchases of property and equipment (228,081) (147,722)
Purchases of subscribers -- (1,576,103)
--------------- ---------------
Net cash used in investing activities (228,081) (1,723,825)
--------------- ---------------
FINANCING ACTIVITIES:
Proceeds from exercise of stock options 33,768 273,014
Principal payments of capital lease obligations (64,831) (7,691)
Principal payments of notes payable to shareholders -- (166,034)
Principal payments of long-term debt (71,713) --
--------------- ---------------
Net cash provided by (used in) financing activities (102,776) 99,289
--------------- ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (93,332) (2,541,615)
CASH AND CASH EQUIVALENTS, beginning of period 1,373,786 5,845,562
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $ 1,280,454 $ 3,303,947
=============== ===============
SUPPLEMENTAL INFORMATION:
Cash paid for interest $ 20,736 $ 12,350
Contribution of capital in exchange for note payable $ -- $ 10,267
Issuance of 200,000 shares of common stock in exchange for note
receivable from an officer of the company $ 685,500 $ --
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE> 5
INTERNET AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Article 10 of
Regulation S-X of the Securities and Exchange Commission. The accompanying
unaudited condensed financial statements reflect, in the opinion of
management, all adjustments necessary to achieve a fair statement of the
Company's financial position and results of operations for the interim
periods presented. All such adjustments are of a normal and recurring
nature. These condensed financial statements should be read in conjunction
with the financial statements for the year ended June 30, 2000, included in
the Company's Annual Report on Form 10-KSB (File No 000-25147).
2. Earnings Per Share
There are no adjustments required to be made to net loss for the purpose of
computing basic and diluted earnings per share ("EPS"). During the quarter
ended September 30, 2000, options to purchase 1,151,866 shares of common
stock were not included in the computation of diluted EPS because the
Company incurred a net loss for the period and the effect of such
instruments is antidilutive. During the quarter ended September 30, 2000,
options to purchase 8,920 shares of common stock were exercised.
3. Issuance of Shares of Common Stock
Pursuant to a Stock Purchase Agreement entered into during September 2000,
the Company issued 200,000 shares of its common stock to an officer in
exchange for cash of $2,000 and a note receivable, bearing interest at
6.33%, for $685,500. The purchase price of the common stock under the Stock
Purchase Agreement was based on the closing price of the common stock on
the date the Company's board of directors approved the transaction.
Under the terms of the Stock Purchase Agreement, the officer has the option
to put the shares of common stock to the Company during the term of the
Stock Purchase Agreement for $3.4375 per share. In connection with the put
option, the Company has recognized a non-cash compensation expense of
$287,500 during the quarter ended September 30, 2000, which was a result of
the decrease in the price of the Company's common stock between the date of
approval of the Stock Purchase Agreement and September 30, 2000.
4. Recently Issued Accounting Pronouncements
In June 1998, Statement of Financial Accounting Standards No. 133 ("FAS
133"), Accounting for Derivative Instruments and Hedging Activities, was
issued. This statement establishes standards for valuing and reporting at
fair value all derivative instruments as either assets or liabilities. FAS
133, as amended by FAS 137, is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. Management of the Company does
not expect adoption of this Standard to have a material impact on its
financial statements.
On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
Statements. SAB No. 101 provides guidance on the recognition, presentation
and disclosures of revenue in financial statements filed with the
Commission and is required to be implemented no later than the fourth
quarter of fiscal 2000. Management of the Company believes the adoption of
SAB No. 101 will not have a material effect on its financial statements
<PAGE> 6
ITEM 2-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements, identified by words such as
"anticipate," "believe," "estimate," "should," "expect" and similar
expressions, include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. We do not
intend to update the forward-looking information to reflect actual results or
changes in the factors affecting such forward-looking information. Our Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2000, filed with the
Securities and Exchange Commission on September 26, 2000, and other publicly
filed reports discuss some additional important factors that could cause our
actual results to differ materially from those in any forward-looking
statements.
OVERVIEW
Internet America is an Internet service provider ("ISP") that provides a
wide array of Internet services tailored to meet the needs of individual and
business subscribers. We afford our subscribers a high quality Internet
experience with fast, reliable service and responsive customer care. As of
September 30, 2000, we served approximately 152,000 subscribers in the
southwestern United States.
Rapid revenue growth and high user density are the cornerstones of our
business strategy. We will continue to pursue an ambitious growth strategy, but
in a controlled manner. Our goal is to rapidly create high user density in
specific markets to achieve and maintain positive EBITDA (Earnings Before
Interest, Taxes, Depreciation, and Amortization).
The majority of our revenues are derived from dial-up Internet access.
Consumer dial-up access generates positive cash flow and remains an important
and viable part of our current business model. A key part of our strategy,
however, is to focus our efforts on building a significant portion of our total
business on broadband services, such as DSL access and integrated broadband
services to business customers. We are currently realizing operational losses
from our Digital Subscriber Line (DSL) initiative due to the marketing and
front-end deployment costs of these services, but management believes that
operating margins for these services will improve as our volume grows and
front-end deployment costs decline.
On November 22, 1999, we acquired all of the outstanding shares of PDQ, a
Houston-based ISP, in exchange for 2,425,000 shares of common stock. We also
issued options to purchase 352,917 shares of common stock with a weighted
average exercise price of $1.62 per share in replacement of all of the
outstanding stock options of PDQ. The transaction was accounted for as a
purchase. We acquired approximately 41,400 new subscribers as a result of this
transaction. PDQ is a wholly owned subsidiary of Internet America and
constitutes the majority of our Houston operations.
STATEMENT OF OPERATIONS
Access revenues are derived primarily from consumer dial-up Internet
access, whether analog or ISDN, DSL access and value-added services, such as
multiple e-mail boxes and personalized e-mail addresses. Business services
revenues are derived primarily from dedicated connectivity, bulk dial-up access
and Web hosting services.
A brief description of each element of our operating expenses follows:
Connectivity and operations expenses consist primarily of setup costs for
new subscribers, telecommunication costs, and wages of network operations and
customer support personnel. Connectivity costs include (i) fees paid to
telephone companies for subscribers' connections to our network and (ii) fees
paid to backbone providers for connections from our network to the Internet.
<PAGE> 7
Sales and marketing expenses consist primarily of creative and production
costs, costs of media placement, management salaries and call center wages.
Advertising costs are expensed as incurred.
General and administrative expenses consist primarily of administrative
salaries, professional services, rent and other general business expenses.
Depreciation is computed using the straight line method over the estimated
useful lives of the assets. Data communications equipment, computers, data
servers and office equipment are depreciated over three years. We depreciate
furniture, fixtures and leasehold improvements over five years. Purchased
subscriber bases and related goodwill are amortized over three years. The assets
and liabilities acquired in business combinations are recorded at estimated fair
values. The excess of the cost of the net assets acquired over their fair value
is recorded as goodwill and amortized over an estimated life of three years.
Our business is not subject to any significant seasonal influences.
<PAGE> 8
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
The following table sets forth certain unaudited financial data for the
three months ended September 30, 2000 and 1999. Operating results for any period
are not indicative of results for any future period. Dollar amounts are shown in
thousands (except per share data and subscriber count).
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
---------------------------- ----------------------------
% of % of
(000's) Revenues (000's) Revenues
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Access $ 7,439 83.0% $ 4,468 79.9%
Business services 1,500 16.7% 917 16.4%
Other 28 0.3% 207 3.7%
------------ ------------ ------------ ------------
Total 8,967 100.0% 5,592 100.0%
------------ ------------ ------------ ------------
OPERATING COSTS AND EXPENSES:
Connectivity and operations 5,786 64.5% 3,150 56.3%
Sales and marketing 1,737 19.4% 1,498 26.8%
General and administrative 2,490 27.8% 1,387 24.8%
Depreciation and amortization 3,988 44.5% 1,417 25.3%
------------ ------------ ------------ ------------
Total 14,001 156.1% 7,452 133.3%
------------ ------------ ------------ ------------
OPERATING LOSS (5,034) (56.1%) (1,860) (33.3%)
INTEREST INCOME (EXPENSE), NET (4) (0.1%) 37 0.7%
------------ ------------ ------------ ------------
NET LOSS $ (5,038) (56.2%) $ (1,823) (32.6%)
============ ============ ============ ============
NET LOSS PER COMMON
SHARE:
BASIC $ (0.52) $ (0.26)
============ ============
DILUTED $ (0.52) $ (0.26)
============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
BASIC 9,773 7,009
DILUTED 9,773 7,009
OTHER DATA:
Subscribers at end of period 152,000 105,000
</TABLE>
<PAGE> 9
Total revenue. Total revenue increased by $3.4 million, or 60.3%, to $9.0
million for the three months ended September 30, 2000, from $5.6 million for the
three months ended September 30, 1999. The majority of the increase in total
revenue is attributable to the increase in access revenue of $3.0 million, or
66.5%, to $7.4 million for the three months ended September 30, 2000, from $4.5
million for the same period in the prior year. The majority of the $3.0 million
increase in access revenue is attributable to the acquisition of PDQ. Increased
sales of our DSL products, which we began offering during last fiscal year, has
contributed to the increase in average revenue per subscriber. Access revenue
for the three months ended September 30, 2000 includes approximately $450,000 in
revenues related to sales of DSL equipment to new DSL subscribers. Business
services revenue increased by $583,000, or 63.6%, to $1.5 million for the three
months ended September 30, 2000, from $917,000 for the same period in the prior
year, primarily due to the acquisition of PDQ. Other revenue decreased by
$179,000, to $28,000 for the three months ended September 30, 2000, from
$207,000 for the same period in the prior year. The decrease in other revenue is
due to a decrease in peripheral equipment sales.
Connectivity and operations. Connectivity and operations expense increased
by $2.6 million, or 83.7%, to $5.8 million for the three months ended September
30, 2000 from $3.2 million for the three months ended September 30, 1999. As a
percentage of revenue, connectivity and operations expense increased to 64.5%
for the three months ended September 30, 2000, from 56.3% for the same period in
the prior year. The increase as a percentage of revenue is primarily due to
additional connectivity costs related to our entry into new markets and the
deployment of our DSL products.
Sales and marketing. Sales and marketing expense increased by $238,000, or
15.9%, to $1.7 million for the three months ended September 30, 2000, compared
to $1.5 million for the same period in the prior year. The majority of the
increase relates to new television advertising in the Austin and San Antonio
markets to promote our DSL products.
General and administrative. General and administrative expense increased by
$1.1 million, or 79.5%, to $2.5 million for the three months ended September 30,
2000, from $1.4 million for the three months ended September 30, 1999. General
and administrative expense as a percentage of total revenue increased to 27.8%
for the three months ended September 30, 2000, from 24.8% for the same period in
the prior year, primarily due to administrative support related to our
acquisition of PDQ. In addition, general and administrative expense for the
three months ended September 30, 2000 includes $287,500 in non-cash compensation
expense related to an officer's stock purchase agreement and $112,000 in
accruals related to the consolidation of Texas operations.
Depreciation and amortization. Depreciation and amortization increased by
$2.6 million, or 182%, to $4.0 million for the three months ended September 30,
2000, from $1.4 million for the same period in the prior year. Approximately
$2.7 million of the increase relates to the amortization of goodwill and cost of
acquired subscribers arising from the acquisition of PDQ. This increase is
offset by a decrease of $56,000 in depreciation as our older equipment is
becoming fully depreciated.
Interest income and expense. We incurred approximately $5,000 of interest
expense during the three months ended September 30, 2000, compared to interest
income of $37,000 for the same period in the prior year. The proceeds from our
initial public offering were expended in acquisitions and marketing, resulting
in a decrease in interest income.
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations to date primarily through (i) public and
private sales of equity securities, (ii) loans from shareholders and third
parties and (iii) cash flows from operations. We completed an initial public
offering in December 1998 and received net proceeds of approximately $19.8
million. After the offering, we repaid approximately $2.1 million in shareholder
notes, and certain other indebtedness, and made several large cash subscriber
acquisitions. As of September 30, 2000, cash and cash equivalents on hand
totaled $1.3 million.
Cash provided by operating activities totaled $238,000 for the three months
ended September 30, 2000, compared to cash used in operating activities of
$917,000 for the same period in the prior year. Cash provided by operating
activities for the three months ended September 30, 2000 was impacted by
increased cash flow resulting from an increase in trade payables of $1.3
million, due primarily to increasing amounts due to telecommunications vendors
for DSL connectivity and related equipment.
Cash used in investing activities totaled $228,000 for the three months
ended September 30, 2000, and consisted of routine purchases of property and
equipment to expand and upgrade our network.
Cash used in financing activities totaled $103,000 for the three months
ended September 30, 2000 and consisted of proceeds of $34,000 from the exercise
of stock options by option holders less payments of $137,000 to service
long-term obligations.
We estimate that cash on hand of $1.3 million at September 30, 2000 along
with cash expected to be provided by operations will be sufficient for meeting
our working capital needs for fiscal 2001 with regard to continuing operations
in existing markets. Additional financing will be required to fund expansion
through acquisitions and marketing. We intend to reduce expenditures for
television advertising during the second fiscal quarter of fiscal 2001 to assist
our short-term liquidity.
The availability of additional capital from public debt and equity markets
is currently limited due to a decline in stock prices for the entire Internet
sector. We are currently in discussions with various lenders concerning a
possible credit facility, but there can be no assurance that we will enter into
any facility, and if so, on what terms.
If additional capital financing arrangements, including public or private
sales of debt or equity securities, or additional borrowings from commercial
banks, are insufficient or unavailable, or if we experience shortfalls in
anticipated revenues or increases in anticipated expenses, we will have to
modify our operations and growth strategies to match available funding. In such
case, it is likely that our advertising expenditures would be downscaled to a
level where positive cash flows are generated from operations. We have no long
term advertising commitments, and our scheduled television commercials may be
cancelled with less than two weeks notice.
"SAFE HARBOR" STATEMENT
The following "Safe Harbor" Statement is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain of the Statements contained in
the body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. With respect to such forward-looking statements, we seek the
protections afforded by the Private Securities Litigation Reform Act of 1995.
These risks include, without limitation, that (1) we will not retain or grow our
subscriber base, (2) we will not be competitive with existing or new
competitors, (3) we will not be able to sustain our current growth, (4) we will
not successfully integrate acquisitions or achieve operating efficiencies, (5)
we will not keep up with industry pricing or technological developments
impacting the Internet, (6) needed financing will not be available to us if and
as needed, and (7) we will be adversely affected by dependence on network
infrastructure, telecommunications providers and other vendors, by regulatory
changes and by general economic and business conditions. This list is intended
to identify certain of the principal factors that could cause actual results to
differ materially from those described in the forward-looking statements
included elsewhere herein. These factors are not intended to represent a
complete list of all risks and uncertainties inherent in our business, and
should be read in conjunction with the more detailed cautionary statements
included in our other publicly filed reports and documents.
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(c) The Company entered into a Stock Purchase Agreement dated September 5,
2000, in which the Company's President and Chief Executive Officer, Jack T.
Smith, purchased 200,000 shares of common stock from the Company at the price of
$3.4375 per share, which was the closing market price of the stock on the date
of board approval of the transaction. This issuance was effected under Section
4(2) of the Securities Act in connection with Mr. Smith's employment by the
Company and without the involvement of an underwriter. Of the total purchase
price of $687,500, Mr. Smith paid $2,000 in cash and entered into a Promissory
Note to the Company for the remaining amount. The Promissory Note is for the
principal amount of $685,500, with interest accruing at the rate of 6.33%
annually. Interest is payable each calendar quarter beginning on October 1, 2000
and continuing until July 1, 2007. All unpaid principal and interest is due and
payable on August 29, 2007. The Promissory Note is secured by the 200,000 shares
of Common Stock under a Pledge and Security Agreement also dated September 5,
2000. Under the Stock Purchase Agreement, the Company agreed to pay to Mr. Smith
as additional compensation on or before the due date of any interest payment
under the Promissory Note, an amount which after all withholding required by
applicable law equals the next interest installment due on the Promissory Note.
This amount may be paid by a credit to the accrued unpaid interest on the
Promissory Note. No later than January 15 of each calendar year during the term
of Mr. Smith's employment, the Company will pay to Mr. Smith a cash bonus in an
amount which after all withholding required by applicable law equals the federal
income tax liability of Mr. Smith not previously withheld or paid by the Company
for any such additional compensation. For a period of seven years after the date
of the Stock Purchase Agreement, Mr. Smith has the right and option to sell all
or any portion of the 200,000 shares to the Company for the price of $3.4375 per
share. In the event that Mr. Smith's employment with the Company is terminated
for cause prior to the third anniversary of the Stock Purchase Agreement, for a
period of 60 days after the date of such termination, the Company has the right
and option to purchase from Mr. Smith, at a purchase price equal to $3.4375 per
share, the following number of shares: (i) on or prior to the first anniversary:
200,000 shares; (ii) after the first anniversary but on or prior to the second
anniversary: 133,333 shares; and (iii) prior to the third anniversary: 66,666
shares; provided, however, that this repurchase right will terminate immediately
prior to any change in control of the Company. The purchase price upon exercise
of this option shall be applied to the outstanding balance of unpaid accrued
interest and principal upon the Promissory Note and the balance, if any, shall
be paid in cash to Mr. Smith. Under the Stock Purchase Agreement, Mr. Smith has
demand registration rights for all or any portion of the 200,000 shares of
Common Stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation, as amended, incorporated by reference
to Exhibit Nos. 3.1 and 3.2 on Form SB-2, as amended, initially
filed with the Securities and Exchange Commission on July 21,
1998 (File No. 333-59527).
3.2 By-Laws, as amended, incorporated by reference to Exhibit Nos.
3.3 and 3.4 of the Company's Registration Statement on Form SB-2,
as amended, initially filed with the Securities and Exchange
Commission on July 21, 1998 (File No. 333-59527), and Exhibit No.
3.3 to the Company's Form 10-QSB filed on November 15, 1999 (File
No. 000-25147).
4.1 Specimen Common Stock Certificate, incorporated by reference to
Exhibit No. 4.1 of the Company's Registration Statement on Form
SB-2, as amended, initially filed with the Securities and
Exchange Commission on July 21, 1998 (File No. 333-59527).
4.2 Pages from the Articles and By-Laws that define the rights of
holders of Common Stock, incorporated by reference to Exhibit 4.2
of the Company's Registration Statement on Form SB-2, initially
filed with the Securities and Exchange Commission on January 21,
2000 (File No. 333-95179).
10.1 Letter Agreement dated September 5, 2000 by and between Internet
America, Inc. and Michael T. Maples. (1)
10.2 Letter Agreement dated September 5, 2000 by and between Internet
America, Inc. and Jack T. Smith. (1)
10.3 Stock Purchase Agreement dated September 5, 2000 by and between
Internet America, Inc. and Jack T. Smith. (1)
10.4 Promissory Note dated September 5, 2000 by and between Internet
America, Inc. and Jack T. Smith. (1)
10.5 Pledge and Security Agreement dated September 5, 2000 by and
between Internet America, Inc. and Jack T. Smith. (1)
11 Computation of earnings per share (2)
27 Financial Data Schedule*
----------
*Filed herewith
(1) Previously filed as an exhibit to the Company's Annual Report on
Form 10-KSB filed on September 26, 2000 and incorporated herein by
reference.
(2) See note 2 to the financial statements.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter for
which this report is filed.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNET AMERICA, INC.
(Registrant)
Date: 11/13/00 By: /s/ Jack T. Smith
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Jack T. Smith
President and Chief Executive Officer
Date: 11/13/00 By: /s/ James T. Chaney
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James T. Chaney
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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(a) Exhibits
3.1 Articles of Incorporation, as amended, incorporated by reference
to Exhibit Nos. 3.1 and 3.2 on Form SB-2, as amended, initially
filed with the Securities and Exchange Commission on July 21,
1998 (File No. 333-59527).
3.2 By-Laws, as amended, incorporated by reference to Exhibit Nos.
3.3 and 3.4 of the Company's Registration Statement on Form SB-2,
as amended, initially filed with the Securities and Exchange
Commission on July 21, 1998 (File No. 333-59527), and Exhibit No.
3.3 to the Company's Form 10-QSB filed on November 15, 1999 (File
No. 000-25147).
4.1 Specimen Common Stock Certificate, incorporated by reference to
Exhibit No. 4.1 of the Company's Registration Statement on Form
SB-2, as amended, initially filed with the Securities and
Exchange Commission on July 21, 1998 (File No. 333-59527).
4.2 Pages from the Articles and By-Laws that define the rights of
holders of Common Stock, incorporated by reference to Exhibit 4.2
of the Company's Registration Statement on Form SB-2, initially
filed with the Securities and Exchange Commission on January 21,
2000 (File No. 333-95179).
10.1 Letter Agreement dated September 5, 2000 by and between Internet
America, Inc. and Michael T. Maples. (1)
10.2 Letter Agreement dated September 5, 2000 by and between Internet
America, Inc. and Jack T. Smith. (1)
10.3 Stock Purchase Agreement dated September 5, 2000 by and between
Internet America, Inc. and Jack T. Smith. (1)
10.4 Promissory Note dated September 5, 2000 by and between Internet
America, Inc. and Jack T. Smith. (1)
10.5 Pledge and Security Agreement dated September 5, 2000 by and
between Internet America, Inc. and Jack T. Smith. (1)
11 Computation of earnings per share (2)
27 Financial Data Schedule*
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* Filed herewith
(1) Previously filed as an exhibit to the Company's Annual Report on
Form 10-KSB filed on September 26, 2000 and incorporated herein by
reference.
(2) See note 2 to the financial statements.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter for which
this report is filed.
