<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 0-25615
GLOBIX CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
13-3781263
139 CENTRE STREET, NEW YORK, NY 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 334-8500
(ISSUER'S TELEPHONE NUMBER)
295 LAFAYETTE STREET, 3RD FLOOR, NEW YORK, NY 10012
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes or common
equity, as of the latest practicable date: 8,299,643 shares of Common Stock as
of August 4, 1999
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [x]
<PAGE> 2
GLOBIX CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheet as of June 30, 1999 and
September 30, 1998 2
Consolidated Statements of Operations
For the Three Months Ended June 30, 1999 and 1998 3
Consolidated Statements of Operations
For the Nine Months Ended June 30, 1999 and 1998 4
Consolidated Statement of Stockholders Equity
For the Nine Months Ended June 30, 1999 5
Consolidated Statements of Cash Flows
For the Nine Months Ended June 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial Condition 10-15
and Results of Operations
RISK FACTORS 16-24
PART II - OTHER INFORMATION 25-27
Exhibit Index 28
Exhibits
</TABLE>
<PAGE> 3
GLOBIX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, Sept 30,
1999 1998
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 129,043,463 $ 61,473,285
Marketable securities 13,492,147 14,638,173
Accounts receivable, net of allowance for
doubtful accounts of $785,000 and $410,000,
respectively 7,339,297 4,861,219
Inventories 1,470,884 391,848
Prepaid expenses and other current assets 524,408 1,699,117
Restricted cash 7,716,667 10,316,667
------------- -------------
Total current assets 159,586,866 93,380,309
Investments, restricted 35,422,044 50,163,109
Property and equipment, net 114,186,789 30,871,719
Debt issuance costs, net of accumulated
amortization of $1,166,300 and $393,321 5,446,331 6,214,473
Other assets 1,509,427 1,636,762
------------- -------------
Total assets $ 316,151,457 $ 182,266,372
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of notes payable 3,755,753 2,397,777
Accounts payable 10,377,247 6,185,460
Accrued expenses and other liabilities 9,943,932 192,913
Accrued interest expense 3,466,667 8,666,667
Deferred revenues 316,933 78,166
------------- -------------
Total current liabilities 27,860,532 17,520,983
Long-term notes payable, less current portion 3,238,034 1,199,429
Long-term debt, net of discount 158,147,200 157,892,200
Other long term liabilities 2,964,418 2,934,675
------------- -------------
Total liabilities 192,210,184 179,547,287
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $.01 par value; 500,000
shares authorized; no shares issued and
outstanding -- --
Common Stock, $.01 par value; 75,000,000
shares authorized; 8,298,277 and 4,140,116
shares issued and outstanding 82,983 41,401
Additional paid-in capital 155,511,161 17,247,354
Accumulated other comprehensive income 10,870,835 1,675,907
Accumulated deficit (42,523,706) (16,245,577)
------------- -------------
Total stockholders' equity 123,941,273 2,719,085
------------- -------------
Total liabilities and stockholders'
equity $ 316,151,457 $ 182,266,372
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
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<PAGE> 4
GLOBIX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
<S> <C> <C>
Revenues $ 9,381,265 $ 5,695,816
Costs and expenses:
Cost of revenues 6,432,188 3,799,740
Selling, general and administrative 8,666,893 3,009,563
Depreciation and amortization 1,474,114 396,234
------------ ------------
Total costs and expenses 16,573,195 7,205,537
------------ ------------
Loss from operations (7,191,930) (1,509,721)
Interest and financing expenses, net
of interest income of $2,432,316 in 1999
and $1,018,446 in 1998 (1,617,394) (2,560,282)
------------ ------------
Loss before taxes (8,809,324) (4,070,003)
Provision for taxes -- --
------------ ------------
Net loss $ (8,809,324) $ (4,070,003)
============ ============
Basic and diluted loss per share $ (1.06) $ (1.16)
Weighted average common shares outstanding -
basic and diluted 8,278,375 3,509,765
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
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<PAGE> 5
GLOBIX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1999 1998
<S> <C> <C>
Revenues $ 22,396,386 $14,786,990
Costs and expenses:
Cost of revenues 14,609,930 9,657,707
Selling, general and administrative 21,894,463 6,488,917
Depreciation and amortization 2,686,693 902,453
----------- -----------
Total costs and expenses 39,191,086 17,049,077
----------- -----------
Loss from operations (16,794,700) (2,262,087)
Interest and financing expenses, net
of interest income of $3,815,238 in 1999
and $1,026,240 in 1998 (9,483,429) (2,678,592)
----------- -----------
Loss before taxes (26,278,129) (4,940,679)
Provision for taxes -- --
----------- -----------
Net loss $(26,278,129) $(4,940,679)
=========== ===========
Basic and diluted loss per share ($4.69) ($1.42)
Weighted average common shares outstanding -
basic and diluted 5,597,448 3,468,888
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
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<PAGE> 6
GLOBIX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Additional Other Total
Common Stock Paid-in Comprehensive Accumulated Stockholders'
Shares Amount Capital Income Deficit Equity
---------- ------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1998 4,140,116 $ 41,401 $ 17,247,354 $ 1,675,907 $(16,245,577) $ 2,719,085
Issuance of common stock in
conjunction with public offering,
net of offering costs of $ 896,296 4,000,000 40,000 136,703,704 -- -- 136,743,704
Change in unrealized gain on
securities available for sale 9,573,205 9,573,205
Foreign currency translation adjustment (378,277) (378,277)
Issuance of common stock upon
exercise of options and warrants,
net 158,161 1,582 1,560,103 -- -- 1,561,685
Net loss -- -- -- (26,278,129) (26,278,129)
---------- ------------ ------------ ------------ ------------ ------------
Balance, June 30, 1999 8,298,277 $ 82,983 $155,511,161 $ 10,870,835 $(42,523,706) $123,941,273
========== ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
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<PAGE> 7
GLOBIX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (26,278,129) $ (4,940,679)
Adjustments to reconcile net (loss)
to net cash provided by (used in) operating
activities
Depreciation and amortization 2,686,693 902,453
Amortization of discount and
debt issuance costs 1,023,142 --
Interest and financing expenses -- 60,000
Provision for bad debt 375,000 --
Changes in operating assets and liabilities:
Increase in accounts receivable (2,853,078) (1,775,030)
Increase in inventories (1,079,036) (230,048)
Decrease (increase) in prepaid expenses
and other current assets 1,174,709 (364,942)
Decrease in other assets (13,677) (121,084)
Increase in accounts payable 2,804,560 1,064,298
Increase (decrease) in accrued expenses
and other liabilities 617,436 (111,624)
Increase (decrease) in deferred revenues 238,767 --
(Decrease) increase in accrued interest expense (5,200,000) 3,466,667
Increase in other long-term liabilities 29,743 110,560
------------- -------------
Net cash (used in) provided by operations (26,473,870) (1,939,429)
------------- -------------
Cash flows from investing activities:
Purchases of property and equipment (70,912,272) (5,314,429)
Use of restricted cash 2,600,000 --
Sale of marketable securities, net 10,719,231 --
Investment of long-term restricted cash
and cash equivalents -- (36,200,000)
Use of long-term restricted cash 14,741,065 --
------------- -------------
Net cash used in investing activities (42,851,976) (41,514,429)
------------- -------------
Cash flows from financing activities:
Net proceeds from senior note offering -- 153,592,623
Net proceeds of short term borrowings -- (1,129,657)
Repayments of notes payable (1,031,088) (397,085)
Additional costs incurred with private
placement in September 1997 -- (77,638)
Proceeds from issuance of common stock, net 136,743,704 --
Proceeds from exercise of common stock options and warrants 1,561,685 1,281,306
------------- -------------
Net cash provided by (used in) financing activities 137,274,301 153,269,549
------------- -------------
Effects of exchange rate on cash and cash equivalents (378,277) --
Net increase in cash and cash equivalents 67,570,178 109,815,691
Cash and cash equivalents,
beginning of period 61,473,285 2,401,446
------------- -------------
Cash and cash equivalents,
end of period $ 129,043,463 $ 112,217,137
============= =============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 21,152,649 $ 178,165
Equipment acquired under capital lease obligations 4,427,664 541,032
Capital expenditures included in accounts payable and accrued
expenses and other liabilities 10,520,810 --
</TABLE>
Non-cash investing activities (See Note 8)
The accompanying notes are an integral part of these consolidated statements.
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<PAGE> 8
GLOBIX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheets as of June 30, 1999, statements of operations
for the three and nine months ended June 30, 1999 and 1998, statement of
stockholders' equity for the nine months ended June 30, 1999, and the statements
of cash flows for the nine months ended June 30, 1999 and 1998 have been
prepared by Globix Corporation (the "Company") without audit. All material
inter-company accounts and transactions have been eliminated. The consolidated
results should be read in conjunction with the audited financial statements and
notes thereto included in the Company's Form 10KSB/A for the fiscal year ended
September 30, 1998 on file with the Securities and Exchange Commission. Results
of operations for the three and nine month periods are not necessarily
indicative of the operating results for the full year. Interim statements are
prepared on a basis consistent with year-end statements.
For those subsidiaries whose functional currency is considered to be the British
Pound, assets and liabilities are translated using period-end rates of exchange.
Revenues and expenses are translated at the average rates of exchange during the
period. Translation differences of those foreign companies' financial statements
are included in the cumulative translation adjustment account of shareholders'
equity.
In the opinion of management, the unaudited interim financial statement
furnished herein include all adjustments necessary for a fair presentation of
the results of operations of the Company. All such adjustments are of a normal
recurring nature.
2. SENIOR NOTE OFFERING
In April 1998, the Company successfully completed a private offering for
$160,000,000 consisting of 160,000 units, each unit consisting of $1,000
principal amount of 13% Senior Notes due 2005 and one warrant to purchase 3.52
shares of common stock (total of 563,200 shares of common stock) at a purchase
price of $14.03 per share. The Notes will mature on May 1, 2005. Interest on the
notes is payable semi-annually in arrears on May 1 and November 1 of each year,
commencing November 1, 1998. At the closing of the offering, the Company
deposited with an escrow agent $57,000,000, that together with the interest
received thereon, will be sufficient to pay, when due, the first six interest
payments. The Notes are collateralized by a first priority security interest in
the escrow account. The Notes are senior unsecured obligations of the Company
and rank pari passu in right of payment with all existing and future unsecured
and unsubordinated indebtedness and rank senior in right of payment to any
future subordinated indebtedness. The accrued interest expense on the balance
sheet represents two months of interest on the notes, which will be paid from
the escrow account on November 1, 1999. An original issue discount of
approximately $2.3 million and expenses of the offering of approximately $6.6
million are being amortized over seven years.
3. NOTES PAYABLE
The Company maintains a $1.0 million credit line from Cisco Systems Capital
Corporation ("CSC") to lease Cisco System products and associated peripherals.
The terms of this line, which was entered into in December 1997, provided for
180 days of borrowing and a maximum borrowing limit of $1.0 million. However,
CSC has informally permitted the Company to continue to borrow under this line
and to exceed the stated $1.0 million limit. Amounts borrowed under the line are
to be repaid over a 36-month period with the Company having the option of
purchasing the equipment for $1.00 at the end of the lease term. As of June 30,
1999, approximately $4.3 million was outstanding under this credit line.
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<PAGE> 9
4. COMMITMENTS AND CONTINGENCIES
In July 1998, the Company signed a 15 year triple net lease for its San
Francisco Bay area SuperPOP facility effective February 1999. The facility is
approximately 62,000 square feet in Santa Clara, California at an annual base
rental of approximately $1.6 million.
In October 1998, the Company signed a lease which terminates in September 2014
for the rental of 33,500 square feet at an annual base rent of pound sterling
1,080,000 (approximately $1,836,000 in U.S. dollars) for its London SuperPOP
facility. Rental payments will commence in October 1999. The Company is
recognizing the rental expense on a straight line basis over the term of the
lease.
In October 1998, the Company entered into an IRU agreement with Qwest
Communications Corporation (Qwest), under which the Company has the exclusive
right to use portions of Qwest's planned 18,449 mile MacroCapacity fiber network
for a 20 year period. Globix will initially have the right to use 6,500 route
miles of OC-3 fiber capacity coast-to-coast in the United States and a DS-3
fiber link from the United States to the United Kingdom. The Company is
currently committed to Qwest for a fee of $9,192,176 of which it had paid
$919,218 at contract. The remaining obligation is included in other current
liabilities as of June 30, 1999. The balance is payable by October 1999. The
Company will amortize the total contract value over the term of the agreement of
20 years.
5. STOCKHOLDERS' EQUITY
In March 1999, the Company completed a public offering of 4,000,000 shares of
the Company's common stock. The Company received proceeds, net of expenses, from
the public offering of approximately $136.7 million. In addition, the Company
received proceeds of $918,000 representing the exercise of 80,790 warrants which
were issued in connection with the Company's initial public offering in January
1996. The underwriters on this offering were Donaldson, Lufkin & Jenrette, Bear,
Stearns & Co. Inc., and Lehman Brothers.
6. LOSS PER SHARE
The following table summarizes securities that were outstanding as of June 30,
1999 and 1998, but not included in the calculation of diluted net loss per share
because such shares are antidilutive. Accordingly, basic and diluted net loss
per share do not differ for any period presented.
<TABLE>
<CAPTION>
June 30,
1999 1998
---- ----
<S> <C> <C>
Options 2,354,817 893,230
Warrants 641,981 1,259,649
</TABLE>
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<PAGE> 10
7. COMPREHENSIVE LOSS
On October 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which establishes
standards for reporting and displaying comprehensive income, as defined, and its
components. Accumulated other comprehensive income is reported in the
consolidated balance sheets and includes unrealized gain on securities available
for sale and cumulative foreign currency translation adjustment.
Comprehensive loss for the nine months ended June 30, 1999 and 1998 was as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net loss $(26,278,129) $ (4,940,679)
Other comprehensive income:
Change in unrealized gain on
securities available for sale 9,573,205 --
Foreign currency translation
adjustment (378,277) --
------------ ------------
Comprehensive loss $(17,083,201) $ (4,940,679)
============ ============
</TABLE>
8. NON-CASH INVESTING ACTIVITIES
The IRU agreement with Qwest entered into in October 1998 is reflected as a
purchase of property and equipment ($9.2 million). The balance due under the
contract of $8.3 million is included in accrued expenses and other liabilities
as of June 30, 1999.
9. SUBSEQUENT EVENT
On August 12, 1999, the Company purchased for $5.0 million, 12.5% of the
outstanding securities of NetSat Express, Inc. ("NetSat Express"), a subsidiary
of Globecomm Systems Inc. NetSat Express is a provider of satellite-based
Internet access services, digital media distribution services, and integrated
data, voice and video communications services. In addition, the Company and Net
Sat Express entered into a strategic agreement pursuant to which NetSat Express
will acquire ISP access and VPN services from the Company, while the Company
will utilize NetSat Express' IP based satellite services for connection of
foreign peering points to the U.S. Internet.
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<PAGE> 11
PART I MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read together with the
consolidated financial statements and notes to such statements and notes
appearing elsewhere herein.
Globix was founded in 1989 as a value-added reseller, or VAR, primarily focused
on providing custom computer hardware and software solutions for desktop
publishing. By 1995, Globix recognized the growing demand by businesses for
electronic information delivery and began to re-shape its corporate strategy to
focus on offering Internet products and services. In early 1996, the Company
raised net proceeds of approximately $7.4 million through a public offering of
its common stock and subsequently, began to offer Internet access products and
services to business customers. By the end of 1996, the Company had grown its
Internet customer base to over 80 business accounts. In 1997, Globix expanded
its product and service offerings beyond Internet access and began to offer a
range of end-to-end Internet solutions designed to enable its customers to more
effectively capitalize on the Internet as a business tool. These solutions
include web hosting, co-location, systems administration and web site
management, and value-added Internet services such as e-commerce, streaming
media, network security and web development. As of June 30, 1999, Globix's
customer base for Internet products and services had grown to approximately
1,300 large and medium size business customer accounts.
In 1998, the Company undertook a major expansion plan in order to more
aggressively pursue web hosting and co-location customers and other related
opportunities. In April 1998, the Company completed a $160.0 million debt
financing to fund the expansion of its physical facilities and the acquisition
and build-out of its network backbone. The Company built new state-of-the-art
SuperPOP facilities in New York City, London and the San Francisco Bay area. The
new SuperPOPs increased the Company's total Internet Data Center capacity to
approximately 63,000 square feet. In October 1998, the Company entered into an
IRU agreement with Qwest which gives the Company exclusive rights to use
portions of Qwest's global network for a 20 year period. The Company will
initially have the right to use 6,500 route miles of OC-3 fiber capacity
(upgradable to OC-48) coast-to-coast in the United States and a DS-3 fiber link
from the United States to the United Kingdom. The completion of the Company's
network backbone, which includes the Qwest bandwidth, is expected to
significantly increase the Company's network capacity and enable the Company to
offer a wider variety of higher-speed Internet and Internet-related products and
services to a larger customer base. The Company is also establishing POPs in
Washington DC, Chicago, Los Angeles, Amsterdam, Frankfurt, Stockholm, Geneva,
Vienna, Milan and Paris as part of a planned program of establishing POPs in
other major business centers in the United States and Europe. In March 1999, the
Company completed a public offering of 4,000,000 shares of its common stock,
raising approximately $136.7 million. The Company intends to use the proceeds
from this offering to help fund the completion of its network and for general
corporate purposes.
Commencing with 1996, Globix began segment reporting of its results of
operations into two divisions: (i) the "Internet Division" and (ii) the "Server
Sales and Integration Division." The Internet Division provides dedicated
Internet access, web hosting, co-location, value-added solutions (such as
e-commerce, streaming media, network security and web development), and
instructor-led corporate training. The Server Sales and Integration Division
provides Internet-related hardware and software sales and systems and network
integration. Over the last three years, revenues from the Internet Division have
grown significantly as a percentage of total revenues from 15.5% for the three
months ended June 30, 1997 to 36.0% for the three months ended June 30, 1999.
Globix expects that the Internet Division revenues will continue to grow as a
percentage of total revenues.
The Company continues to derive a majority of its total revenues from sales of
third-party hardware and software, including workstation web and database
servers, network equipment, and server and application software. Globix intends
to continue to offer higher-margin workstation, server and software components
as a complement to its Internet solutions. The Company maintains a limited
inventory of hardware and software and typically purchases such products from
third-party vendors only after receipt of a customer order. The second largest
component of Globix's total revenues is derived from providing dedicated
Internet access services to business customers. The Company's Internet access
customers typically sign one or two-year contracts that provide for fixed,
monthly-recurring service fees and a one time installation fee. The Company also
derives revenues from web hosting and co-location services based upon its
customers' bandwidth requirements, including charges for fixed amounts of
bandwidth availability and incremental fees for additional bandwidth use. In
addition to fees based on bandwidth, the Company charges its co-location
customers monthly fees for the use of its physical facilities. The Company's web
hosting and co-location contracts typically range from one to two years.
Value-added Internet solutions are charged on a fixed price or time and
materials basis. Corporate training services are charged based on the length and
size of the class and the complexity of the content and class materials
required.
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<PAGE> 12
Cost of revenues for the Server Sales and Integration Division consist primarily
of acquisition costs of third-party hardware and software. Cost of revenues for
the Internet Division consist primarily of telecommunications costs for Internet
access, web hosting and co-location customers and direct labor costs for
web-site development, value-added solutions and corporate training.
Telecommunications costs include the cost of providing local telephone lines
into the Company's SuperPOP, costs related to the use of third-party networks,
and costs associated with leased lines. The Company anticipates that, in the
near term, its data transmission costs will substantially increase because of
higher network operating and maintenance and depreciation charges associated
with the expansion of the Company's network backbone and the acquisition of the
right to use the Qwest bandwidth. As utilization of the network backbone
increases in future years, the Company expects to realize a substantial
reduction in per unit data transmission costs due to the network's scalability
and fixed cost structure. Cost of revenues for web development and value-added
solutions consist of labor and overhead costs for the personnel performing the
services, including the cost of project management, quality control and project
review. Cost of revenues for corporate training consist of labor and overhead
costs for the training courses, including in-house and contract instructors and
the cost to develop and produce course materials.
Selling, general and administrative expenses consist primarily of sales and
marketing personnel and related occupancy costs; advertising costs; salaries and
occupancy costs for executives, financial and administrative personnel; and
personnel and related operating expenses associated with network operations,
customer care and field services. The Company has recently hired a number of
members of its senior management. The Company is in the process of hiring a
significant number of additional personnel to staff its three new SuperPOP
facilities and to expand its sales and marketing, network operations, customer
care and field services personnel. Accordingly, the Company expects selling,
general and administrative expenses to continue to significantly increase for
the foreseeable future.
Depreciation and amortization expenses are expected to increase significantly
beginning in fiscal 1999. The Company depreciates its capital assets on a
straight line basis over the useful life of the assets, ranging from 5 to 40
years. In addition, the Company is amortizing debt issuance costs of $6.6
million relating to its $160.0 million debt financing over seven years. The
Company did not recognize any depreciation expense for the three months ended
June 30, 1999 for its new SuperPOP in London, which opened July 15, 1999.
The Company historically has experienced negative cash flow from operations and
has incurred net losses. The Company's ability to generate positive cash flow
from operations and achieve profitability is dependent upon the Company's
ability to continue to grow its revenue base and achieve further operating
efficiencies. The Company expects to experience negative cash flow from
operations and to incur net losses as a result of its significant investment in
the expansion of its physical facilities, the establishment of its network
backbone, the hiring of additional personnel and the interest expense in
connection with the $160.0 million debt financing. The Company believes that its
new SuperPOPs and network backbone infrastructure will enable it to achieve
further economies of scale as it continues to expand its customer base. However,
there can be no assurance that the Company will be able to realize sufficient
future revenues to offset its present investment in its physical facilities,
network backbone and the hiring of additional personnel, or that it will be able
to achieve or sustain revenue growth, positive cash flow or profitability in the
future. As of June 30, 1999, the Company had generated an accumulated deficit of
approximately $42.5 million.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES. Total revenues for the three months ended June 30, 1999 increased 65%
to $9.4 million from $5.7 million for the three months ended June 30, 1998.
Revenues from the Server Sales and Integration Division for the three months
ended June 30, 1999 increased 48% to $6.0 million from $4.1 million for the
three months ended June 30, 1998. This increase was primarily attributable to
increased sales of servers and routers from new customers. Revenues from the
Internet Division increased 107% to $3.4 million for the three months ended June
30, 1999 from $1.6 million for the three months ended June 30, 1998. This
increase was primarily attributable to an increase in the number of customers to
which the Company provided Internet connectivity. Revenues from the Internet
Division increased as a percentage of total revenue from 29% to 36% for the
three months ended June 30, 1998 and 1999, respectively, reflected the Company's
shift in product mix toward Internet related sales.
Page - 11 -
<PAGE> 13
COST OF REVENUES. Cost of revenues for the three months ended June 30, 1999 was
$6.4 million or 69% of revenues as compared to $3.8 million or 67% of total
revenues for the three months ended June 30, 1998. Cost of revenues for the
Server Sales and Integration Division for the three months ended June 30, 1999
was $5.1 million or 84% of revenues as compared to $3.5 million or 85% of
revenues for the three months ended June 30, 1998. Cost of revenues for the
Internet Division for the three months ended June 30, 1999 was $1.4 million or
41% of revenues as compared to $317,000 or 22% of revenues for the three months
ended June 30, 1998. This increase was primarily attributable to an increase in
data transmission costs because of higher network operating and maintenance
associated with the expansion of the network backbone. As utilization of the
network increases in future years, the Company expects to realize a reduction in
per unit data transmission costs due to the network's scalability and fixed cost
structure.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the three months ended June 30, 1999 were $8.7 million or 92% of
total revenues as compared to $3.0 million or 53% of total revenues for the
three months ended June 30, 1998. This increase in absolute dollars and as a
percentage of total revenues was primarily attributable to an increase in sales
and marketing, engineering and training and administration personnel
necessitated by the growth in operations. The number of full time employees
increased from 120 as of June 30, 1998 to 340 as of June 30, 1999 and payroll
costs increased from $2.0 million for the three months ended June 30, 1998 to
$5.0 million for the three months ended June 30, 1999. In addition, the Company
increased expenditures in advertising from $233,000 for the three months ended
June 30, 1998 to $1.3 million for the three months ended June 30, 1999.
INTEREST AND FINANCING EXPENSE AND INTEREST INCOME. The increase in interest
expense to $4.1 million for the three months ended June 30, 1999 from $3.6
million for the three months ended June 30, 1998 is a result of the $160.0
million debt financing completed in April 1998. The increase in interest income
to $2.4 million for the three months ended June 30, 1999 from $1.0 million for
the three months ended June 30, 1998 reflects the increased cash position
derived from the net proceeds of the public offering in March 1999. The Company
is amortizing debt issuance costs of $6.6 million relating to the $160.0 million
debt financing over seven years.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to $1.5
million for the three months ended June 30, 1999 as compared to $396,000 for the
three months ended June 30, 1998. The increase was primarily related to
equipment purchased for use in the Internet Division and the company beginning
to depreciate its newly opened New York and Santa Clara SuperPOP facilities.
NET LOSS AND LOSS PER SHARE. As a result of the above, the Company reported a
net loss of $8.8 million or $1.06 per share for the three months ended June 30,
1999 as compared to a net loss of $4.1 million or $1.16 per share for the three
months ended June 30, 1998.
RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES. Total revenues for the nine months ended June 30, 1999 increased 51%
to $22.4 million from $14.8 million for the nine months ended June 30, 1998.
Revenues from the Server Sales and Integration Division for the nine months
ended June 30, 1999 increased 35% to $14.0 million from $10.4 million for the
nine months ended June 30, 1998. . This increase was primarily attributable to
increased sales of servers and routers from new customers. Revenues from the
Internet Division increased 90% to $8.4 million for the nine months ended June
30, 1999 from $4.4 million for the nine months ended June 30, 1998. This
increase was primarily attributable to an increase in the number of customers to
which the Company provided Internet connectivity. Revenues from the Internet
Division increased as a percentage of total revenue from 30% to 37% for the nine
months ended June 30, 1998 and 1999, respectively, reflected the Company's shift
in product mix toward Internet related sales.
COST OF REVENUES. Cost of revenues for the nine months ended June 30, 1999 was
$14.6 million or 65% of revenues as compared to $9.7 million or 65% of total
revenues for the nine months ended June 30, 1998. Cost of revenues for the
Server Sales and Integration Division for the nine months ended June 30, 1999
was $11.8 million or 84% of revenues as compared to $8.6 million or 83% of
revenues for the nine months ended June 30, 1998. Cost of revenues for the
Internet Division for the nine months ended June 30, 1999 was $2.8 million or
33% of revenues as compared to $1.1 million or 26% of revenues for the nine
months ended June 30, 1998. This increase was primarily attributable to an
increase in data transmission costs because of higher network operating and
maintenance associated with the expansion of the network backbone. As
utilization of the network increases in future years, the Company expects to
realize a reduction in per unit data transmission costs due to the network's
scalability and fixed cost structure.
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<PAGE> 14
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the nine months ended June 30, 1999 were $21.9 million or 98% of
total revenues as compared to $6.5 million or 44% of total revenues for the nine
months ended June 30, 1998. This increase in absolute dollars and as a
percentage of total revenues was primarily attributable to an increase in sales
and marketing, engineering and training and administration personnel
necessitated by the growth in operations. The number of full time employees
increased from 120 as of June 30, 1998 to 340 as of June 30, 1999 and payroll
costs increased from $4.1 million for the nine months ended June 30, 1998 to
$12.7 million for the nine months ended June 30, 1999. In addition, the Company
increased expenditures in advertising from $408,000 for the nine months ended
June 30, 1998 to $2.9 million for the nine months ended June 30, 1999.
INTEREST AND FINANCING EXPENSE AND INTEREST INCOME. The increase in interest
expense to $13.3 million for the nine months ended June 30, 1999 from $3.7
million for the nine months ended June 30, 1998 is a result of the $160.0
million debt financing completed in April 1998. The increase in interest income
to $3.8 million for the nine months ended June 30, 1999 from $1.0 million for
the nine months ended June 30, 1998 reflects the increased cash position derived
from the net proceeds of the public offering in March 1999. The Company is
amortizing debt issuance costs of $6.6 million relating to the $160.0 million
debt financing over seven years.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to $2.7
million for the nine months ended June 30, 1999 as compared to $902,000 for the
nine months ended June 30, 1998. The increase was primarily related to equipment
purchased for use in the Internet Division and the company beginning to
depreciate its newly opened New York and Santa Clara SuperPOP facilities.
NET LOSS AND LOSS PER SHARE. As a result of the above, the Company reported a
net loss of $26.3 million or $4.69 per share for the nine months ended June 30,
1999 as compared to a net loss of $4.9 million or $1.42 per share for the nine
months ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and marketable securities increased from $76.1 million
as of September 30, 1998 to $142.5 million as of June 30, 1999. This increase of
approximately $66.4 million was primarily the result of the net proceeds of
approximately $136.7 million from the public offering completed in March 1999.
This increase was partially offset by purchases of property and equipment of
$69.6 million incurred with respect to the construction of SuperPOP facilities
in New York, London and the San Francisco Bay area.
At June 30, 1999, the Company had working capital of approximately $131.7
million, as compared to working capital of approximately $75.9 million at
September 30, 1998. Working capital increased primarily because of the net
proceeds of approximately $136.7 million from the public offering in March 1999.
This increase was partially offset by purchases of property and equipment of
$69.6 million incurred with respect to the construction of SuperPOP facilities
in New York, London and the San Francisco Bay area and the $9.2 million used to
purchase its network backbone from Qwest Communications.
As of June 30, 1999, the Company had spent approximately $74.8 million to
construct and equip its three new SuperPOP facilities. The Company estimates
that it will spend an additional $18.2 million to complete the SuperPOPs and
$8.3 million to complete its network backbone. In addition, the Company has an
option from Qwest to maintain the capacity of its domestic network backbone at
OC-3 bandwidth levels for the balance of the 20 year term of its agreement for
an additional payment of $15.0 million. The Company can exercise this option at
any time prior to December 31, 1999. If the Company were to choose not to
exercise this option, its domestic network backbone would be reduced to DS-3
capacity.
The Company maintains a $1.0 million credit line from Cisco Systems Capital
Corporation ("CSC") to lease products and associated peripherals from CSC. The
terms of this line, which was entered into in December 1997, provided for 180
days of borrowing and a maximum borrowing limit of $1.0 million. However, CSC
has informally permitted the Company to continue to borrow under this line and
to exceed the stated $1.0 million limit. Amounts borrowed under the line are to
be repaid over a 36 month period with the Company having the option of
purchasing the equipment for $1.00 at the end of the lease term. As of June 30,
1999, approximately $4.3 million was outstanding under this credit line.
In the opinion of management, the Company will be able to finance its business
as currently conducted and as currently planned from its current working capital
at least through fiscal 2000.
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<PAGE> 15
RECENTLY ISSUED ACCOUNTING STANDARD
In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which is for fiscal years beginning after
December 31, 1997. This statement revises standards for public companies to
report financial and descriptive information about reportable operating segments
and certain other geographic information. The Company is evaluating methods for
adoption of this statement, if necessary, and currently does not expect this new
pronouncement to have a material impact on its consolidated financial statements
for the fiscal year ended September 30, 1999.
YEAR 2000 DISCUSSION
Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and/or
software used by many companies and governmental agencies may need to be
upgraded to comply with such Year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities.
STATE OF READINESS. Globix has completed our assessment of the Year 2000
readiness of its information technology ("IT") systems, including the hardware
and software that enable Globix to provide and deliver its solutions, and its
non-IT systems. Globix's assessment consisted of (i) quality assurance testing
of its internally developed proprietary software and systems; (ii) contacting
third-party vendors and licensors of material hardware, software and services
that are both directly and indirectly related to the delivery of Globix's
solutions to its customers; (iii) contacting vendors of material non-IT systems;
(iv) assessment of repair or replacement requirements; (v) implementation; and
(vi) creation of contingency plans in the event of Year 2000 failures. Globix
will continue to perform Year 2000 simulations on its software to test system
readiness as new systems are deployed. Based on the results of the Year 2000
simulation testing, Globix has revised and updated the code of its software and
systems as necessary to improve the Year 2000 compliance of its software. Globix
has been informed by its vendors of material hardware and software components of
its IT systems that the products used by Globix are currently Year 2000
compliant. The Company has assessed the materiality of its non-IT systems and
has obtained assurances of Year 2000 compliance from providers of material
non-IT systems.
COSTS. To date, Globix has not incurred any material expenditures in connection
with identifying or evaluating Year 2000 compliance issues. Most of its expenses
have related to, and are expected to continue to relate to, the operating costs
associated with time spent by employees in the evaluation process and Year 2000
compliance matters generally. At this time, the Company does not possess the
information necessary to estimate the potential costs of revisions to its
software and systems should such revisions be required or the replacement of
third party software, hardware or services that are determined not to be Year
2000 compliant. Although the Company does not anticipate that such expenses will
be material, such expenses, if higher than anticipated, could have a material
adverse effect on Globix's business, results of operations and financial
condition.
RISKS. Globix is not currently aware of any Year 2000 compliance problems
relating to its IT or non-IT systems that would have a material adverse effect
on Globix's business, results of operations and financial condition. There is no
assurance that the Company will not discover Year 2000 compliance problems in
its software and systems that will require substantial revisions. In addition,
there is no assurance that third party software, hardware or services
incorporated into Globix's material IT and non-IT systems will not need to be
revised or replaced, all of which could be time consuming and expensive. The
failure of Globix to fix its software or to fix or replace third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs and the loss of customers and other business interruptions, any
of which could have a material adverse effect on Globix's business, results of
operations and financial condition. Moreover, the failure to adequately address
Year 2000 compliance issues in its IT and non-IT systems could result in claims
of mismanagement, misrepresentation or breach of contract and related
litigation, which could be costly and time-consuming to defend.
In addition, there can be no assurance that governmental agencies, utility
companies, telecommunication companies, other Internet service providers, third
party service providers, hardware and software manufacturers and others outside
Globix's control will be Year 2000 compliant. The failure by such entities to be
Year 2000 compliant could result in a systemic failure beyond the control of the
Company, such as a prolonged Internet, telecommunications or electrical failure,
which could also prevent Globix from delivering its services to its customers,
decrease the use of the Internet or prevent users from accessing the web sites
of its customers. Any of these occurrences could have a material adverse effect
on Globix's business, results of operations and financial condition.
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<PAGE> 16
Contingency Plan. As discussed above, the Company is engaged in an ongoing Year
2000 assessment and has not yet developed any contingency plans. The results of
Globix's Year 2000 simulation testing and the responses received from
third-party vendors and service providers will be taken into account in
determining the nature and extent of any contingency plans.
INTRODUCTION OF THE EURO
On January 1, 1999, eleven of the fifteen member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and a new currency called the "Euro." These countries have adopted the Euro as
their common legal currency on that date, which trades on currency exchanges and
is available for non-cash transactions. The existing sovereign currencies will
remain legal tender in these countries until January 1, 2002. On January 1,
2002, the Euro is scheduled to replace the sovereign legal currencies of these
countries.
Globix's initial international expansion will be in the United Kingdom, which
has not adopted the Euro. The Company will evaluate the impact the
implementation of the Euro will have on its business operations and no
assurances can be given that the implementation of the Euro will not have a
material adverse affect on the Company's business, financial condition and
results of operations. However, the Company does not expect the Euro to have a
material effect on its competitive position. In addition, the Company cannot
accurately predict the impact the Euro will have on currency exchange rates or
the Company's currency exchange risk.
FORWARD LOOKING STATEMENTS
The foregoing management discussion and analysis contains certain
forward-looking statements. Due to the fact that the Company faces intense
competition in a business characterized by rapidly changing technology, and must
raise additional capital in order to continue with its existing capital
expenditure program, actual results and outcomes may differ materially from any
such forward looking statements. Future results of operations are, in general,
difficult to forecast due to the fast moving pace of the industry. Additional
information concerning factors that could cause actual results to differ
materially from those in the forward looking statements is contained under the
heading "Risk Factors" below.
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<PAGE> 17
RISK FACTORS
You should carefully consider the following factors and other information. The
risks and uncertainties described below are not the only ones facing our
company. Additional risks and uncertainties may also adversely impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer.
OUR LARGE DEBT OBLIGATIONS MAY ADVERSELY AFFECT OUR OPERATIONS.
As a result of our large outstanding debt obligations, we have significant
ongoing debt service requirements. As of June 30, 1999, we owed approximately
$165.1 million in long-term debt and notes payable. Our high level of
indebtedness could have several adverse effects on our future operations,
including the following:
- A substantial portion of our revenues must be used to pay interest on our
indebtedness and, therefore, will not be available for other business
purposes.
- The terms and conditions of our indebtedness may restrict our flexibility
in planning for and reacting to changes in our business.
- Our ability to obtain additional financing in the future for working
capital, capital expenditures, and other purposes may be substantially
impaired.
Our ability to meet our debt service obligations and to reduce our total
indebtedness depends on our future operating performance. Our future operating
performance will depend on our ability to expand our business operations by
building our new facilities, establishing our enhanced network and expanding our
product and service offerings. We cannot assure you that we will succeed in
expanding our business operations. In addition, our future operating performance
will depend on economic, competitive, regulatory and other factors affecting our
business. Many of these factors are beyond our control.
WE MAY NOT HAVE SUFFICIENT CASH FLOW FOR OUR BUSINESS.
Based on our current level of operations, we believe that we will have
sufficient cash flow to meet our needs at least through the year ending
September 30, 2000. After that time, we may not generate sufficient cash flow
from operations or be able to raise capital in sufficient amounts to enable us
to service our debt and operate our business. If we are unable to do so, our
business, financial condition and results of operations will be materially and
adversely affected.
WE HAVE A HISTORY OF OPERATING LOSSES AND WE EXPECT THESE LOSSES TO CONTINUE AND
INCREASE, AT LEAST FOR THE NEAR FUTURE.
We have experienced significant losses since we began operations. We expect
to continue to incur significant losses for the foreseeable future. We incurred
net losses of approximately $3.1 million for the year ended September 30, 1997
and $11.2 million for the year ended September 30, 1998. Our loss for the nine
months ended June 30, 1999 was approximately $26.3 million. As of June 30, 1999,
our accumulated deficit was approximately $42.5 million. We expect our expenses
to increase as we expand our business. We cannot assure you that our revenues
will increase as a result of our increased spending. If revenues grow more
slowly than we anticipate, or if operating expenses exceed our expectations, we
may not become profitable. Even if we become profitable, we may be unable to
sustain our profitability.
WE MAY NOT BE ABLE TO RETAIN THE KEY PERSONNEL WE NEED TO SUCCEED.
Our growth is placing a significant strain on our management systems and
resources. If we do not successfully manage our expansion, our business will
suffer.
As we continue to increase the scope of our operations, our workforce has
grown. As of June 30, 1999, we had 340 full-time employees in comparison to 50
full-time employees as of September 30, 1995. Despite this growth, we still need
to attract, train and retain more employees for management, technical, sales and
marketing, and customer support positions. Competition for qualified employees
is intense. Consequently, we may not be successful in attracting, training and
retaining the people we need.
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<PAGE> 18
WE MAY HAVE DIFFICULTY ESTABLISHING AND MANAGING OUR EXPANDING OPERATIONS.
A key element of our business strategy is the expansion of our facilities
and our network, which has required a great deal of management time and the
expenditure of large amounts of money. Recently, our growth has been limited by
a shortage of space in our older facility in New York City to house computer
equipment for Internet access and hosting of customers' web sites. We have
opened new state-of-the-art facilities in New York City, London and the San
Francisco Bay area. We are also establishing a network connecting these new
facilities. Our success will depend on our ability to integrate, operate and
further expand and upgrade our new network and facilities. Any delay in the
completion of our new network, would materially and adversely affect our
business plans. In addition, if we do not institute adequate financial and
managerial controls and reporting systems and procedures to operate from
multiple facilities in geographically dispersed locations, our operations will
be materially and adversely affected.
WE ONLY BEGAN OUR INTERNET DIVISION IN 1995, SO YOUR BASIS FOR EVALUATING US IS
LIMITED.
Our Internet Division has only been in operation since 1995 and many of our
Internet-related services have only been offered since 1997. Previously, our
business principally involved the sales of computer and peripheral equipment for
desktop publishing applications. Accordingly, we have a limited operating
history in the Internet area upon which you may evaluate us. You should consider
the risks and difficulties frequently encountered by early stage companies in
new and rapidly evolving markets. If we fail to adequately address these risks,
our business, financial condition and results of operations will be materially
and adversely affected.
OUR OPERATIONS DEPEND ON THE CAPABILITIES OF OUR NETWORK.
Our success depends upon the performance of our network and our ability to
expand our network as our customer base gets larger and the needs of our
customers for Internet access become more demanding. If we are unsuccessful in
providing a network with the necessary capabilities, our business, financial
condition and results of operations will be materially and adversely affected.
Our existing network relies entirely on third party data communications and
telecommunications providers. These include Internet service providers, such as
Sprint, Cable & Wireless and UUNET, and long distance and local carriers,
including the regional Bell operating companies. These carriers are subject to
price constraints, including tariff controls, that in the future may be relaxed
or lifted. This could have a material and adverse effect on the costs of
maintaining our network. Many of our agreements with network and Internet
service providers allow the supplier to terminate the agreement on relatively
short notice. Accordingly, we cannot assure you that these suppliers will
continue to service us or that we can replace them on comparable terms.
Other risks and difficulties that we may encounter in connection with our
expanding network include our ability to adapt our network infrastructure to
changing customer requirements and changing industry standards.
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<PAGE> 19
OUR SUCCESS DEPENDS ON FORMING RELATIONSHIPS WITH OTHER INTERNET SERVICE
PROVIDERS.
The Internet includes a number of Internet service providers that operate
their own networks and connect with each other at various points under
arrangements known as "peering" arrangements. It is more costly and less
efficient to operate a network without peering arrangements. Consequently, we
must establish and maintain peering relationships to maintain high network
performance levels without having to pay excessive amounts for the transmission
of data. These arrangements are not subject to regulation and the terms,
conditions and costs can be changed by the provider over time. Internet service
providers may not agree to maintain peering relationships with us, at reasonable
costs or at all. Currently, we have 76 peering arrangements. If we fail to
establish and maintain more peering relationships on a cost-effective basis, the
costs of establishing and operating our network will be significantly greater
and our business, financial condition and results of operations will be
materially and adversely affected.
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY NEGATIVELY IMPACT OUR STOCK
PRICE.
Our revenues and operating results vary significantly from quarter to
quarter due to a number of factors, not all of which are in our control. You
should not rely on quarter-to-quarter comparisons of our results of operations
as an indication of future performance. It is possible that in some future
periods our results of operations may be below the expectations of public market
analysts and investors. In this event, the price of our common stock may fall.
Factors which could cause quarterly results to fluctuate include:
- customer demand for our products and services
- the timing of the expansion of our operations
- seasonality in sales, principally during the summer and year-end holidays
- the mix of our products and services revenues from our two operating
divisions
- the timing of significant sales of Internet-related hardware
- changes in the growth rate of Internet usage
- the mix of revenues from our various Internet products and services
- changes in pricing by us or our competitors
- the introduction of new products or services by us or our competitors
- the mix of domestic and international sales, once our London facility
becomes operational
- costs related to acquisitions of technology or businesses
Our revenues are difficult to forecast. We plan to significantly increase
our operating expenses to bring our new facilities and network online and to
market and support our products and services. We may not be able to adjust our
spending quickly enough to offset any unexpected revenue shortfall. If we have
an unexpected shortfall in revenues in relation to our expenses, then our
business, financial condition and results of operations will be materially and
adversely affected.
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<PAGE> 20
WE ARE JUST BEGINNING TO EXPAND INTO INTERNATIONAL MARKETS AND MAY NOT BE
SUCCESSFUL IN THESE EFFORTS.
Until recently, we have operated only in the New York City area. We began
operations in Santa Clara, California on June 17, 1999 and in London on
July 15, 1999. We are also further expanding international operations into
other European cities in the near future. Because we have limited experience
operating in markets other than the New York market and no experience operating
internationally, we may have difficulty adapting our products and services to
different market needs. We may also be unsuccessful in our efforts to market
and sell these products and services to customers abroad. In addition, we may
find it more difficult and expensive to hire and train employees and to manage
international operations together with our U.S. operations.
International operations are subject to other inherent risks, including:
- differences in regulatory requirements in various countries
- potentially adverse tax consequences
- political and economic instability
- technology export and import restrictions or prohibitions
- fluctuations in currency exchange rates
- imposition of exchange controls
- language and cultural barriers
- uncertainty regarding protection of intellectual property rights
- seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world
If we fail to successfully address these risks, our business, financial
condition and results of operations may be materially and adversely affected.
WE ARE DEPENDENT ON OUR HARDWARE AND SOFTWARE SUPPLIERS TO PROVIDE US WITH THE
PRODUCTS AND SERVICES WE NEED TO SERVE OUR CUSTOMERS.
We rely on outside vendors to supply us with computer hardware, software
and networking equipment. These products are available from only a few sources.
We primarily buy these products from Silicon Graphics, Sun Microsystems, Compaq,
Intergraph and Cisco. We also rely on Cisco for network design and computer
installation services. We cannot assure you that we will be able to obtain the
products and services that we need on a timely basis and at affordable prices.
We have in the past experienced delays in receiving shipments of equipment
purchased for resale. We may not be able to obtain computer equipment on the
scale and at the times required by us at an affordable cost. Our suppliers may
enter into exclusive arrangements with our competitors or stop selling their
products or services to us at commercially reasonable prices. If our sole or
limited source suppliers do not provide us with products or services, our
business, financial condition and results of operations may be materially and
adversely affected.
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<PAGE> 21
WE MAY MAKE INVESTMENTS OR ACQUISITIONS THAT ARE NOT SUCCESSFUL.
We may make investments in or acquire complementary businesses, products,
services or technologies, but we have very limited experience in these
activities. The terms and conditions of our $160.0 million debt financing limit
our ability to make investments in businesses unless we acquire the entire
business. If we seek to make investments or acquisitions, we will be subject to
the following risks:
- We may not be able to identify suitable investment or acquisition
candidates.
- If the purchase price for an acquisition consists of cash, we may need to
use all or a portion of our available cash, including proceeds from this
offering.
- If we do identify suitable candidates, we may not be able to make
investments or acquisitions on commercially acceptable terms.
- Acquisitions may cause a disruption in our ongoing business, distract our
management and other resources and make it difficult to maintain our
standards, controls and procedures.
- We may not be able to successfully integrate the services, products and
personnel of any acquired business into our operations.
- We may not be able to retain key employees of the acquired companies or
maintain good relations with its customers or suppliers.
- We may be required to incur additional debt.
- We may be required to issue equity securities, which may be dilutive to
existing shareholders, to pay for acquisitions.
- We may have to incur significant accounting charges, such as for goodwill
or for acquired in-process research and development, which may adversely
affect our results of operations.
BECAUSE WE ARE DEPENDENT ON COMPUTER SYSTEMS, A SYSTEMS FAILURE WOULD CAUSE A
SIGNIFICANT DISRUPTION TO OUR BUSINESS.
Our business depends on the efficient and uninterrupted operation of our
computer and communications hardware systems and infrastructure. We currently
maintain most of our computer systems in our new facilities in New York City,
London and the San Francisco Bay area. While we have taken precautions against
systems failure, interruptions could result from natural disasters as well as
power loss, telecommunications failure and similar events. We also lease
telecommunications lines from local and regional carriers, whose service may be
interrupted. Our business, financial condition and results of operations could
be materially and adversely affected by any damage or failure that interrupts or
delays our operations.
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<PAGE> 22
IF OUR SECURITY MEASURES ARE INADEQUATE, OUR BUSINESS WILL BE ADVERSELY
AFFECTED.
We have taken measures to protect the integrity of our infrastructure and
the privacy of confidential information. Nonetheless, our infrastructure is
potentially vulnerable to physical or electronic break-ins, viruses or similar
problems. If a person circumvents our security measures, he or she could
jeopardize the security of confidential information stored on our systems,
misappropriate proprietary information or cause interruptions in our operations.
We may be required to make significant additional investments and efforts to
protect against or remedy security breaches. Security breaches that result in
access to confidential information could damage our reputation and expose us to
a risk of loss or liability.
The security services that we offer in connection with our customers'
networks cannot assure complete protection from computer viruses, break-ins and
other disruptive problems. Although we attempt to limit contractually our
liability in such instances, the occurrence of these problems may result in
claims against us or liability on our part. These claims, regardless of their
ultimate outcome, could result in costly litigation and could have a material
adverse effect on our business and reputation and on our ability to attract and
retain customers for our products and services.
OUR BUSINESS IS DEPENDENT ON THE CONTINUED GROWTH IN USE AND IMPROVEMENT OF THE
INTERNET.
Our products and services are targeted toward businesses, which use the
Internet. The Internet is subject to a high level of uncertainty and is
characterized by rapidly changing technology, evolving industry standards, and
frequent new product and service introductions. If Internet usage does not grow
at the rates which we presently anticipate, our business, financial condition
and results of operations will be materially and adversely affected.
Critical issues concerning the commercial use of the Internet remain
unresolved and may impact the growth of Internet use, especially in the market
that we target. Despite growing interest in the many commercial uses of the
Internet, many businesses have been deterred from purchasing Internet products
and services for a number of reasons, including:
- inadequate protection of the confidentiality of stored data and
information moving across the Internet
- inconsistent quality of service
- inability to integrate business applications on the Internet
- the need to deal with multiple vendors, whose products are frequently
incompatible
- lack of availability of cost-effective, high-speed products and services
OUR SUCCESS DEPENDS ON KEEPING UP WITH RAPID TECHNOLOGICAL CHANGES IN OUR
MARKETS.
The market for Internet products and services has only recently begun to
develop and is rapidly evolving. Significant technological changes could render
our existing products and services obsolete. To be successful, we must adapt to
our rapidly changing market by continually improving the responsiveness,
functionality and features of our products and services to meet our customer's
needs. If we are unable to respond to technological advances and conform to
emerging industry standards in a cost-effective and timely basis, our business,
financial condition and results of operations will be materially and adversely
affected.
WE HAVE MANY COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST
THEM.
Competition for the Internet products and services that we provide is
intense and we expect that competition will continue to intensify. We may not
have the financial resources, technical expertise, sales and marketing or
support capabilities to successfully meet our competition. If we are unable to
compete successfully against our competitors, our business, financial condition
and results of operations will be adversely affected.
Page - 21 -
<PAGE> 23
Our competitors include other Internet service providers, such as:
- national and global Internet service providers, including Concentric
Network, PSINet and UUNET
- national and regional Internet service providers with a presence in the
New York metropolitan area, including AboveNet, DIGEX, Exodus, Frontier
GlobalCenter, GTE Genuity and Verio
Our competitors also include telecommunications companies, such as:
- AT&T, Cable & Wireless, MCI WorldCom and Sprint
- regional Bell operating companies which offer Internet access, such as
Bell Atlantic
Following the completion of our new facilities, we will encounter
additional competition from international Internet service providers, including
BT Internet and Demon Internet (recently acquired by Scottish Telecom), as well
as Internet service providers and telecommunication companies operating in the
San Francisco Bay area.
Because we offer a broad range of goods and services, we encounter
competition from numerous other businesses which provide one or more similar
goods or services, including numerous resellers of Internet-related hardware and
software and web site development companies.
Many of our existing competitors, as well as a number of potential new
competitors, have:
- longer operating histories
- greater name recognition
- larger customer bases
- larger networks
- more and larger facilities
- significantly greater financial, technical and marketing resources
Our competitors may respond more quickly than we can to new or emerging
technologies and changes in customer requirements. They may also devote greater
resources than we can to the development, promotion and sale of their products
and services. They may develop Internet products and services that are superior
to or have greater market acceptance than ours. Our competitors may also engage
in more extensive research and development, undertake more extensive marketing
campaigns, adopt more aggressive pricing policies and make more attractive
offers to our existing and potential employees and strategic partners. In
addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties.
New competitors, including large computer hardware, software, media and
other technology and telecommunications companies, may enter our market and
rapidly acquire significant market share. As a result of increased competition
and vertical and horizontal integration in the industry, we could encounter
significant pricing pressures. These pricing pressures could result in
significantly lower average selling prices for our products and services. For
example, telecommunications companies may be able to provide customers with
reduced communications costs in connection with their Internet access services,
significantly increasing pricing pressures on us. We may not be able to offset
the effects of any price reductions with an increase in the number of our
customers, higher revenue from value-added services, cost reductions or
otherwise. In addition, Internet access service businesses are likely to
encounter consolidation in the near future, which could result in increased
price and other competition.
Page - 22 -
<PAGE> 24
YEAR 2000 PROBLEMS MAY DISRUPT OUR BUSINESS.
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. In other words,
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in system failures or miscalculations
causing disruptions of normal business activities. If our present efforts to
address the Year 2000 compliance issues are not successful, or if suppliers and
other third parties do not successfully address such issues, our business,
financial condition and results of operations could be materially and adversely
affected.
We have performed a Year 2000 simulation on our software to test system
readiness and found it to be compliant. We have been informed by our material
hardware and software vendors that the products used by us are currently Year
2000 compliant. We have assessed the materiality of our non-information
technology systems and have received assurances of Year 2000 compliance from
providers of material non-information technology systems. We have tested our
non-information technology systems and have found them to be Year 2000
compliant.
We cannot assure you that governmental agencies, utility companies,
telecommunication companies, other Internet service providers, third party
service providers, hardware and software manufacturers and others outside our
control will be Year 2000 compliant.
CHANGES IN GOVERNMENT REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS.
There is an increasing number of laws and regulations pertaining to the
Internet. These laws or regulations relate to liability for information received
from or transmitted over the Internet, online content regulation, user privacy,
taxation and quality of products and services. The government may also seek to
regulate some segments of our activities as basic telecommunications services.
Moreover, the applicability to the Internet of existing laws governing
intellectual property ownership and infringement, copyright, trademark, trade
secret, obscenity, libel, employment, personal privacy and other issues is
uncertain and developing. We cannot predict the impact, if any, that future
regulation or regulatory changes may have on our business.
WE MAY BE LIABLE FOR THE MATERIAL OUR CUSTOMERS DISTRIBUTE OVER THE INTERNET.
The law relating to the liability of online service providers, private
network operators and Internet service providers for information carried on or
disseminated through their networks is currently unsettled. We may become
subject to legal claims relating to the content in the web sites we host. For
example, lawsuits may be brought against us claiming that material inappropriate
for viewing by young children can be accessed from the web sites we host. Claims
could also involve matters such as defamation, invasion of privacy and copyright
infringement. Providers of Internet products and services have been sued in the
past, sometimes successfully, based on the content of material. If we have to
take costly measures to reduce our exposure to these risks, or are required to
defend ourselves against such claims, our business, financial condition and
results of operations may be materially and adversely affected.
SALES OF OUR COMMON STOCK BY OUR EXISTING STOCKHOLDERS COULD HAVE ADVERSE
EFFECTS.
The market price of our common stock could decline as a result of sales by
our existing stockholders of a large number of shares of common stock in the
market, or the perception that these sales may occur. These sales also might
make it more difficult for us to sell equity securities in the future at a time
and at a price that we deem appropriate. As of July 31, 1999, we had outstanding
options and warrants to purchase 3,344,132 shares of common stock at prices
ranging from $5.00 to $47.75. At that date, Marc H. Bell, our President and
Chief Executive Officer owned approximately 645,000 shares and had currently
exercisable options to purchase 1,024,145 shares. If the holders of these
shares, options and warrants were to exercise their rights and sell the shares
issued to them, it could have an adverse effect on the market price of our
common stock.
Page - 23 -
<PAGE> 25
OUR COMMON STOCK MAY BE SUBJECT TO GREAT PRICE VOLATILITY.
The market price of our common stock has fluctuated in the past and is
likely to continue to be highly volatile and could be subject to wide
fluctuations. In addition, the stock market has experienced extreme price and
volume fluctuations. The market prices of the securities of Internet-related
companies have been especially volatile. Investors may be unable to resell their
shares of our common stock at or above the offering price.
WE ARE SUBJECT TO ANTI-TAKEOVER PROVISIONS.
Provisions of our certificate of incorporation, our by-laws and Delaware
law could make it more difficult for a third party to acquire us, even if doing
so would be beneficial to our stockholders.
Page - 24 -
<PAGE> 26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and Use of Proceeds
Not Applicable
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
a. The Company held its Annual Meeting of Shareholders on
April 23, 1999.
b. The Directors elected at the Annual Meeting were:
Mr. Marc H. Bell Lord Anthony St. John
Mr. Robert B. Bell Mr. Tsuyoshi Shiraishi
Mr. Martin Fox Mr. Sid Paterson
Dr. Richard Videbeck
c. (i) The shareholders voted on the election of directors as
follows:
<TABLE>
<CAPTION>
Name For Withheld
---- --- --------
<S> <C> <C>
Marc H. Bell 3,441,840 12,798
Robert B. Bell 3,441,840 12,798
Mr. Martin Fox 3,441,840 12,798
Dr. Richard Videbeck 3,441,840 12,798
Lord Anthony St. John 3,441,840 12,798
Mr. Tsuyoshi Shiraishi 3,441,840 12,798
Mr. Sid Paterson 3,441,840 12,798
</TABLE>
(ii) The shareholders voted on a proposal to approve the
Company's 1999 Stock Option Plan
as follows:
<TABLE>
<S> <C>
FOR 2,391,057
---------
AGAINST 46,492
---------
ABSTENTIONS 5,493
---------
NOT VOTED 1,011,396
---------
</TABLE>
(iii) The shareholders voted on a proposal to amend the
Company's Certificate of Incorporation to increase the Company's authorized
common stock to 75,000,000 shares, par value, $.01 as follows:
<TABLE>
<S> <C>
FOR 3,441,130
---------
AGAINST 11,435
---------
ABSTENTIONS 2,073
---------
</TABLE>
Page - 25 -
<PAGE> 27
(iv) The shareholders voted on a proposal to approve the
amendment to Marc H. Bell's employment agreement as follows:
<TABLE>
<S> <C>
FOR 3,418,913
---------
AGAINST 31,337
---------
ABSTENTIONS 3,388
---------
NOT VOTED 1,000
---------
</TABLE>
(v) The shareholders voted on a proposal to approve Arthur
Andersen LLP as the Company's independent public accountants as follows:
<TABLE>
<S> <C>
FOR 3,439,640
---------
AGAINST 13,200
---------
ABSTENTIONS 1,798
---------
</TABLE>
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.32 Employment Agreement between Robert B. Bell and Globix dated
as of July 21, 1999.
27 Financial Data Schedule.
(b) Reports on Form 8-K
None
Page - 26 -
<PAGE> 28
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.
Globix Corporation
Date: August 13, 1999 By: /s / Marc H. Bell
------------------------------------------
Marc H. Bell, President & CEO
Date: August 13, 1999 By: /s / Robert B. Bell
------------------------------------------
Robert B. Bell, Exec. Vice President & CFO
Date: August 13, 1999 By: /s / Alan Levy
------------------------------------------
Alan Levy, Treasurer and Chief Accounting Officer
Page - 27 -
<PAGE> 29
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.32 Employment Agreement between Robert B. Bell and Globix dated
as of July 21, 1999.
27 Financial Data Schedule.
Page - 28 -
<PAGE> 1
EXHIBIT 10.32
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 21st day of July, 1999 between GLOBIX
CORPORATION ("Company"), a Delaware corporation having an office at 295
Lafayette Street, New York, New York 10012 and ROBERT B. BELL ("Executive"),
residing at 13607 Paisley Drive, Del Ray Beach, Florida 33446.
WHEREAS, Executive has been instrumental in the growth of the Company
and in obtaining financing for the early operations and future growth of the
Company; and
WHEREAS, Executive has provided extraordinary leader-ship for the
Company through its formative years; and
WHEREAS, executive officers at comparable companies in comparable
positions would have received greater compensation over the past three years;
and
WHEREAS, the Company wishes to reward Executive for his prior
activities and accomplishments on behalf of the Company, and to provide for a
fair and adequate compensation for the future.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment. Term. Company hereby employs Executive, and Executive
hereby accepts employment with Company with the duties hereinafter set forth,
for a period commencing on April 1, 1999 and ending March 31, 2002 subject,
however, to earlier termination in accordance with the provisions of this
Agreement. At the conclusion of the initial term, this Agreement shall
automatically renew on a month-to-month basis unless terminated by either party
hereto by 30 days' prior written notice to the other.
2. Duties. Executive shall continued to serve as Executive Vice
President and chief financial officer until such time as the Board of Directors
shall name a new chief financial officer. At that time, Executive shall serve as
Executive Vice President-Business Development. Executive shall perform such
duties as the President or Board of Directors may designate, which are not
inconsistent with this Agreement. Executive agrees that during the term of this
Agreement, Executive shall work exclusively for the Company and shall not work
as an agent or representative for any other person, firm or entity, or work as
an independent contractor for hire.
3. Compensation and Related Matters.
3.01 Fixed Salary. As compensation for Executive's services Company
shall pay Executive a salary of $275,000 per annum (the "Fixed Salary") in equal
monthly (or more frequent) installments less appropriate payroll deductions as
required by law. Executive's Fixed Salary shall be increased by 5% on the first
day of each fiscal year of the Company during the term of this Agreement,
provided, however, that the first such increase shall be on October 1, 2000.
3.02 Employee Trust. Concurrently with the execution hereof, the
Company is establishing a deferred compensation plan providing as follows:
(a) The Company will establish an irrevocable trust (the "Trust") and
will fund the Trust to the extent of $250,000 for each fiscal quarter commencing
with the quarter ending March 31, 1999. Such fund shall be held in a separate
bank or brokerage account and Executive shall promptly be given notice of the
location of such account and the balance in the account. The principal and
interest of the Trust shall be used exclusively as set forth in this Agreement,
provided, however, that the principal and income of the Trust shall be subject
to claims of judgment creditors of Company and no payments may be made to
Executive if the Company is insolvent. Executive's interest in income or
principal of the Trust shall not be subject to assignment or attachment. The
Company shall designate the trustee of the Trust, and may change the same from
time to time, provided, however, that Executive shall promptly be given notice
of any change of trustee.
(b) Company shall not be required to make any further contributions to
the Trust once the total amount held in the Trust reaches $3,000,000. In the
event this Agreement shall terminate at a time when the Trust shall hold less
than $3,000,000, the
<PAGE> 2
Company shall, within five business days after such termination, contribute the
difference between the amount held by the Trust on the date of termination and
$3,000,000.
(c) Upon the termination of this Agreement, Executive shall receive
payments of $20,000 per month from the Trust, which shall be increased annually
based on the increase, if any, in the cost of living using December 31st of the
calendar year 1998 as the base year.
(d) Upon a Change of Control (as that term is defined in the Indenture
dated April 30, 1998 between Company and Marine Midland Bank, as Trustee),
Company shall, within five business days there-after, contribute to the Trust
the difference between the amount held by the Trust on the date of the Change of
Control and $3,000,000.
(e) Upon Executive's death, the then payments from the Trust shall be
reduced by fifty percent (50%) and the reduced amount shall be paid to the
Designee (as that term is hereinafter defined) for a term of two (2) years. At
the end of such two-year period, the Trust shall terminate and the remaining
amount in the Trust, if any, shall be released to Company. For purposes of this
Agreement, the term "the Designee" shall mean such person as Executive shall
designate in a written notice delivered to Company, which designation may be
changed by Executive at any time.
(f) In the event the Trust shall have no funds remaining in it, the
Trust shall terminate and Company shall have no obligation to make any further
payments to Executive or the Designee.
3.03 Expenses. Company shall pay or reimburse Executive for all
reasonable travel (including automobile), hotel, entertainment, living and other
business expenses incurred in the performance of Executive's duties upon
submission of appropriate vouchers and other supporting data requested by the
Company. In the event that any jurisdiction shall assess an income or other tax
against Executive in connection with the Company paying living expenses of
Employee in a jurisdiction other than the State of Florida, the Company shall
defend Employee and pay all taxes and the cost of defense. This provision shall
survive the termination of this Agreement and shall be retroactive to January 1,
1994.
3.04 Automobile. Company shall provide to Executive an automobile and
shall pay or reimburse Executive for all insurance, gasoline, garage,
maintenance and repair and other expenses incurred in use of an automobile upon
submission of appropriate vouchers, receipts and other supporting data.
3.05 Benefits. Executive and his eligible dependents shall be entitled
to (i) participate in all general pension, profit-sharing, life, medical,
disability and other insurance and executive benefit plans at any time in effect
for senior executives of Company, provided, however, that nothing herein shall
obligate Company to establish or maintain any executive benefit plan, whether of
the type referred to in this clause (i) or other-wise, and (ii) four (4) weeks
paid vacation during each twelve-month period of employment at mutually
agreeable times. Anything contained herein to the contrary notwithstanding,
Company will provide, at its sole cost, health insurance to Executive, with
benefits at least equal to that being currently provided for so long as this
Agreement is in effect and for so long as Executive is receiving payments from
the Trust.
4. Termination for Cause; Death.
4.01 For Cause. Company shall have the right to terminate the
employment of Executive hereunder at any time for cause without prior notice
(except as otherwise hereinafter provided). For purposes of the preceding
sentence "for cause" shall mean and be limited to the occurrence of any of the
following acts or events by or relating to Executive: (i) habitual insobriety of
Executive while performing his duties hereunder; (ii) any material breach of any
obligations of Executive under this Agreement which remains uncured for more
than twenty (20) days after written notice thereof by Company to Executive; (ii)
theft or embezzlement from Company or any other material acts of dishonesty; or
(iii) conviction of a crime (other than traffic violations and minor
misdemeanors). In the event of termination for cause, Executive's Fixed Salary
shall terminate as of the effective date of termination of employment after
written notice thereof.
4.02 Death. In the event of Executive's death during the period in
which salary is being paid, Executive's Fixed Salary shall be reduced by fifty
percent (50%) and the reduced amount shall be paid to the Designee for a period
of twenty-four (24) months. The foregoing shall be in lieu of any payments from
the Trust to the Designee.
4.03 Change of Control. Executive shall have the right to terminate
this Agreement, without cause, at any time after a Change of Control. In the
event this Agreement shall terminate for any reason (other than Executive's
death) prior to May 31, 2002 but after a Change of Control, Executive shall be
entitled to receive a payment equal to 2.99 times Executive's annual
compensation
<PAGE> 3
paid by Company (including bonuses, if any) during the one year preceding the
date of termination, which payment shall be immediately due and payable to him
in one payment within 10 days after such Change of Control.
4.04 Sale of Options. In the event of a Change of Control, Executive
shall have the right, which right shall be exercisable within six months after
such Change of Control, to require the Company to purchase all or a portion of
his option(s) to acquire shares in the Company at a price equal to the greater
of the then fair market value of the Company's common stock or fifty dollars
($50) per share less the exercise price under such option(s). For purposes of
this Agreement the term "fair market value" shall mean the average closing price
for Company's common stock in the public market for the 20 trading days ending
five trading days prior to the exercise of Executive's right hereunder.
5. Miscellaneous.
5.01 Notices. All notices under this Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered against receipt
or if mailed by first class registered or certified mail, return receipt
requested, addressed to Company and to Executive at their respective addresses
set forth on the first page of this Agreement, or to such other person or
address as may be designated by like notice hereunder. Any such notice shall be
deemed to have been given on the day delivered, if personally delivered, or on
the third business day after the date of mailing if mailed.
5.02 Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and, in the case of Company,
assigns, but no other person shall acquire or have any rights under or by virtue
of this Agreement, and the obligations of Executive under this Agreement may not
be assigned or delegated.
5.03 Governing Law; Severability. This Agreement shall be governed by
and construed and enforced in accordance with the laws and decisions of the
State of New York applicable to con-tracts made and to be performed therein
without giving effect to the principles of conflict of laws. The parties agree
that New York, New York shall be the proper place of jurisdiction for the
determination of any disputes arising from this Agreement and the parties
consent to jurisdiction of the Courts of the State of New York and the Federal
Courts located therein. The invalidity or unenforceability of any provision of
this Agreement, or the application thereof to any person or circumstance, in
any jurisdiction shall in no way impair, affect or prejudice the balance of
this Agreement, which shall remain in full force and effect, or the application
thereof to other persons and circumstances.
5.04 Entire Agreement; Modification; Waiver; Interpretation. This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and oral understandings, if any. Neither this Agreement nor any of its
provisions may be modified, amended, waived, discharged or terminated, in whole
or in part, except in writing signed by the party to be charged. No waiver of
any such provision or any breach of or default under this Agreement shall be
deemed or shall constitute a waiver of any other provision, breach or default.
All pronouns and words used in this Agreement shall be read in the appropriate
number and gender, the masculine, feminine and neuter shall be interpreted
interchangeably and the singular shall include the plural and vice versa, as the
circumstances may require.
5.05 Board Approval Required. This Agreement is subject to approval by
the Board of Directors of the Company. In the event such approval is not
obtained prior to December 31, 1999, this Agreement shall terminate and neither
party shall have any rights or obligations thereunder.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
GLOBIX CORPORATION
ATTEST:
By /s/ Marc H. Bell
-----------------------
/s/ Paul Asher Marc H. Bell, President
- ---------------------
Paul Asher, Secretary
EXECUTIVE
/s/ Robert B. Bell
--------------------------
Robert B. Bell
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 129,043,463
<SECURITIES> 13,492,147
<RECEIVABLES> 8,124,297
<ALLOWANCES> 785,000
<INVENTORY> 1,470,884
<CURRENT-ASSETS> 159,586,866
<PP&E> 114,186,789
<DEPRECIATION> 5,101,849
<TOTAL-ASSETS> 316,151,457
<CURRENT-LIABILITIES> 27,860,532
<BONDS> 0
0
0
<COMMON> 82,983
<OTHER-SE> 123,858,290
<TOTAL-LIABILITY-AND-EQUITY> 316,151,457
<SALES> 9,381,265
<TOTAL-REVENUES> 9,381,265
<CGS> 6,432,188
<TOTAL-COSTS> 16,573,195
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,049,710
<INCOME-PRETAX> (8,809,324)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,809,324)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,809,324)
<EPS-BASIC> (1.06)
<EPS-DILUTED> (1.06)
</TABLE>
