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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-12063
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RMI.NET, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 84-1322326
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
999 EIGHTEENTH STREET, SUITE 2201
DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip Code)
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(303) 672-0700
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
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Class Shares Outstanding as of August 4, 2000
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Common Stock, $0.001 par value 21,902,326
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RMI.NET, INC.
INDEX TO FINANCIAL STATEMENTS
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Page
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Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999...........................................................................1
Consolidated Statements of Operations for the Three Months Ended
June 30, 2000 and 1999..........................................................................2
Consolidated Statements of Operations for the Six Months Ended
June 30, 2000 and 1999..........................................................................3
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and 1999..........................................................................4
Notes to Consolidated Financial Statements.........................................................5
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RMI.NET, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
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<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
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(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ................................................... $ 2,507,240 $ 11,238,188
Trade receivables, net of allowance for doubtful accounts ................... 5,539,024 3,931,983
Other ....................................................................... 1,074,500 885,191
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Total current assets .................................................... $ 9,120,764 $ 16,055,362
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PROPERTY AND EQUIPMENT, NET .................................................... 10,040,988 10,746,914
GOODWILL, NET .................................................................. 38,874,424 43,648,461
OTHER, NET ..................................................................... 5,613,507 268,293
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Total assets ............................................................ $ 63,649,683 $ 70,719,030
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................................................ $ 3,431,347 $ 3,312,576
Current maturities of long-term debt and capital lease obligations .......... 2,069,216 1,952,597
Deferred revenue ............................................................ 2,487,576 2,497,632
Accrued payroll and related taxes ........................................... 1,354,377 1,030,019
Accrued expenses ............................................................ 4,804,728 5,258,488
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Total current liabilities ............................................... 14,147,244 14,051,312
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LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS ................................... 5,982,436 2,222,373
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Total liabilities ....................................................... 20,129,680 16,273,685
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REDEEMABLE, CONVERTIBLE PREFERRED STOCK:
Series B, $ 001 par value; 9,600 shares authorized, 0 shares issued or
outstanding ............................................................... -- --
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Series A Preferred Stock, $.001 par value; 750,000 shares authorized, 0
issued or outstanding ..................................................... -- --
Common stock, $.001 par value; 100,000,000 shares authorized, 21,922,442
and 21,125,172 issued, respectively, 21,874,092 and 21,069,355
outstanding, respectively ................................................. 21,868 21,069
Additional paid-in capital .................................................. 102,397,457 97,101,828
Accumulated deficit ......................................................... (58,826,406) (42,583,802)
Unearned compensation ....................................................... (72,916) (93,750)
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Total stockholders' equity .............................................. 43,520,003 54,445,345
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$ 63,649,683 $ 70,719,030
============= =============
</TABLE>
See Notes to Consolidated Financial Statements
1
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RMI.NET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED
JUNE 30,
2000 1999
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(unaudited)
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Revenue
Connectivity services .................... $ 9,280,295 $ 5,393,928
Web solutions ............................ 2,491,937 994,830
------------ ------------
11,772,232 6,388,758
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Costs and expenses
Operating expenses ....................... 5,996,896 3,102,505
Selling expenses ......................... 2,062,944 1,158,145
General and administrative expenses ...... 7,409,553 4,634,097
Depreciation and amortization ............ 4,651,535 1,461,834
------------ ------------
Total costs and expenses ............. 20,120,928 10,356,581
------------ ------------
Operating loss ..................... (8,348,696) (3,967,823)
Other income (expense)
Interest expense ......................... (110,333) (143,045)
Interest income .......................... 55,404 45,946
Other income, net ........................ (518) --
------------ ------------
Net loss .................................... (8,404,143) (4,064,922)
Preferred stock dividends ................... -- 78,607
------------ ------------
Net loss applicable to common stockholders .. $ (8,404,143) $ (4,143,529)
============ ============
Basic and diluted loss per common share ..... $ (0.39) $ (0.39)
============ ============
Weighted average common shares outstanding .. 21,650,000 10,608,000
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
2
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RMI.NET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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SIX MONTHS ENDED
JUNE 30,
2000 1999
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(unaudited)
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Revenue
Connectivity services .................... $ 19,122,357 $ 9,800,938
Web solutions ............................ 4,603,180 1,850,820
------------ ------------
23,725,537 11,651,758
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Costs and expenses
Operating expenses ....................... 13,828,490 5,916,522
Selling expenses ......................... 3,642,277 2,014,683
General and administrative expenses ...... 13,958,744 8,207,688
Depreciation and amortization ............ 8,504,509 2,604,937
------------ ------------
Total costs and expenses ............. 39,934,020 18,743,830
------------ ------------
Operating loss ..................... (16,208,483) (7,092,072)
Other income (expense)
Interest expense ......................... (174,289) (228,484)
Interest income .......................... 129,837 68,446
Other income, net ........................ 10,330 --
------------ ------------
Net loss .................................... (16,242,605) (7,252,110)
Preferred stock dividends ................... -- 177,607
------------ ------------
Net loss applicable to common stockholders .. $(16,242,605) $ (7,429,717)
============ ============
Basic and diluted loss per common share ..... $ (0.76) $ (0.73)
============ ============
Weighted average common shares outstanding .. 21,295,000 10,141,000
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
3
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RMI.NET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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SIX MONTHS ENDED
JUNE 30,
2000 1999
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .................................................................... $(16,242,605) $ (7,252,110)
Items not requiring cash:
Depreciation .............................................................. 1,279,960 822,884
Amortization .............................................................. 7,224,559 1,782,053
Stock contribution to pension plan ........................................ 75,058 42,139
Stock option compensation and stock bonus ................................. 55,834 --
Changes in operating assets and liabilities net of effects from acquired
interests:
Trade receivables ......................................................... (1,621,948) (1,284,521)
Prepaid expenses and other assets ......................................... (189,131) (328,906)
Accounts payable .......................................................... 118,506 1,235,346
Deferred revenue .......................................................... (132,598) 343,643
Accrued payroll and related taxes ......................................... 324,358 66,362
Accrued expenses .......................................................... (519,882) (331,376)
------------ ------------
Net cash used in operating activities ................................... (9,627,889) (4,904,486)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ........................................................ (863,104) (2,184,823)
Cash paid for investments and acquisitions .................................. (210,000) 33,656
Additions to capitalized software ........................................... (1,206,967) --
------------ ------------
Net cash used in investing activities ................................... (2,280,071) (2,151,167)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from financing agreement ....................................... 4,399,799 --
Proceeds from exercise of common stock options and warrants ................. 278,097 6,531,723
Increase in deferred financing costs ........................................ (280,093) (87,745)
Payments on other long-term debt and capital lease obligations .............. (1,220,791) (695,010)
------------ ------------
Net cash provided by financing activities ............................... 3,177,012 5,748,968
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS .......................................... (8,730,948) (1,306,685)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................................. 11,238,188 5,729,346
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ....................................... $ 2,507,240 $ 4,422,661
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods. The financial statements included herein have been prepared by
RMI.NET, Inc. (hereinafter, "the Company") pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures included herein are adequate to make the information presented not
misleading.
CAPITALIZED SOFTWARE
The Company capitalizes software development costs for products that
will be licensed to others in the future. Capitalization of such costs occurs
when technological feasibility is achieved and continues until the product is
available for general release. The establishment of technological feasibility
and the ongoing assessment of recoverability of capitalized software
development costs requires considerable judgment by management with respect to
certain external factors, including, but not limited to, anticipated future
revenues, estimated economic life, and changes in software technologies. Upon
the general release of the software product to customers, capitalization ceases
and such costs are amortized (using the straight-line method) on a
product-by-product basis over the estimated life, which is generally three
years. All research and development expenditures are charged as research and
development expenses in the period incurred.
In addition, the Company also capitalizes costs of materials,
consultants, and payroll and payroll-related costs which are incurred in
developing internal-use computer software, beginning once the application
development stage is attained and continuing until the post-implementation/
operation stage is achieved. Costs incurred prior to and after the establishment
of the application development stage are charged to general and administrative
expenses.
The Company capitalized software development costs of $890,267 and
$1,206,967 for the three and six months ended June 30, 2000, respectively. No
software development costs were capitalized in 1999.
RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year presentation.
NOTE 2. NET LOSS PER SHARE
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and "Diluted"
earnings per share. Basic loss per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted loss per share reflects the
potential dilution of securities that could share in the earnings of an entity.
As all of the Company's stock options and warrants are antidilutive, basic and
diluted loss per share is the same for all periods presented herein.
The Company has excluded the Class B Warrants having an exercise price
of $0.01 per share from its calculation of basic loss per share. Although these
warrants became exercisable in June 2000, the shares underlying these warrants
may not be issued until the warrant holders fully dispose of their initial
share ownership in the Company.
NOTE 3. ACQUISITIONS
On March 17, 2000, the Company entered into definitive agreements to
acquire Internet Communications Corp. ("ICC"), a company that is traded on the
Nasdaq SmallCap Market under the symbol "INCC." The acquisition is subject to
approval by the shareholders of ICC. ICC is a telecommunications integration and
network services company that specializes in the design, implementation,
maintenance, and monitoring of premise and network-based communications for
wide-area networks. ICC is headquartered in Greenwood Village, Colorado and
markets its products and services to Colorado-based businesses. Subject to
certain conditions, and assuming a market value of $10.00 per share for the
Company's common stock, the Company agreed to issue approximately 2.8 million
shares of common stock to ICC's shareholders which, assuming a market value of
$10.00 per share for the Company's common stock, the 2.8 million shares would be
valued at approximately $28 million. The Company also agreed to issue warrants
to purchase approximately 3.1 million shares of common stock at $11.50 per share
to the shareholders of ICC. In the event the market value of the Company's
common stock was less than $10.00 per share the Company agreed it would issue
additional shares of common stock. The total number of shares to be issued by
the Company to ICC shareholders may be greater or less than 2.8 million,
depending on the RMI.NET share price at the time of closing. The number of
shares issued by RMI.NET is subject to a collar that ranges from a maximum
RMI.NET share price of $12.89 and a minimum RMI.NET share price of $6.19. Under
the terms of the agreement, the number of shares issued may range between 2.2
million and 4.5 million. The agreement provides that the parties may complete
the transaction up to and including September 13, 2000. The parties are
continuing all necessary preparations to meet such date. The Company's stock
price is currently below the collar, however, the Company has no reason to
believe that the acquisition will not be consummated.
On June 7, 2000, the Company agreed to issue, subject to completion of
certain conditions, 166,000 shares of common stock (valued at approximately
$646,000) in the acquisition of the assets of ImageNet, Inc., an Internet
service provider based in Loveland, Colorado.
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The ImageNet, Inc. acquisition has been accounted for using the
purchase method of accounting. Substantially all of the purchase price of the
acquisition was recorded as goodwill. The allocation of the purchase price is
preliminary, subject to evaluation of assets and liabilities assumed.
NOTE 4. SEGMENT INFORMATION
The Company's management regularly evaluates the performance of the
Company by reviewing the operating results of its two segments: Web Solutions
and Connectivity Services. The Company considers each division to be an
operating segment as they have separate management teams, offer different
products and services, and utilize different marketing strategies to target
different types of customers. Web Solutions provides Web site production,
hosting, marketing, and data center co-location services. Connectivity services
consist of dedicated and dial-up Internet services and long distance and related
services. The Company believes that all telecommunications services within this
segment should be aggregated as the services contained therein are offered to
the same class of customer.
In making operating decisions and allocating resources, the Company's
management specifically focuses on the revenues and operating costs generated by
each operating segment, as summarized in the following tables. Certain shared
costs of the segments have been allocated to each segment based upon its share
of the consolidated revenues for the period reported.
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<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
2000 1999 2000 1999
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(unaudited)
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NET SALES:
Connectivity Services ............... $ 9,280,295 $ 5,393,928 $ 19,122,357 $ 9,800,938
Web Solutions ....................... 2,491,937 994,830 4,603,180 1,850,820
------------ ------------ ------------ ------------
$ 11,772,232 $ 6,388,758 $ 23,725,537 $ 11,651,758
============ ============ ============ ============
OPERATING EXPENSES:
Connectivity Services ............... $ 5,626,231 $ 2,857,366 $ 12,936,939 $ 5,405,253
Web Solutions ....................... 370,665 245,139 891,551 511,269
------------ ------------ ------------ ------------
$ 5,996,896 $ 3,102,505 $ 13,828,490 $ 5,916,522
============ ============ ============ ============
SG&A:
Connectivity Services ............... $ 7,427,173 $ 4,890,299 $ 14,193,893 $ 8,598,602
Web Solutions ....................... 2,045,324 901,943 3,407,128 1,623,769
------------ ------------ ------------ ------------
$ 9,472,497 $ 5,792,242 $ 17,601,021 $ 10,222,371
============ ============ ============ ============
OPERATING INCOME/(LOSS) BEFORE
DEPRECIATION AND AMORTIZATION:
Connectivity Services ............... $ (3,773,109) $ (2,353,737) $ (8,008,475) $ (4,202,917)
Web Solutions ....................... 75,948 (152,252) 304,501 (284,218)
------------ ------------ ------------ ------------
$ (3,697,161) $ (2,505,989) $ (7,703,974) $ (4,487,135)
============ ============ ============ ============
</TABLE>
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NOTE 5. COMMITMENTS AND CONTINGENCIES
COMMITMENTS
On June 7, 2000, the Company acquired assets of ImageNet, Inc. and
agreed to loan ImageNet, Inc. $20,000 per month for a period of six months
following the closing date. The principal amount shall be repaid within thirty
(30) calendar days following the issuance of the six-month lock-up shares.
The Company has several agreements with its service providers whereby
it is granted certain discounts on services based on anticipated volume over
specified periods with monthly minimums.
The Company has a service agreement with Global Crossing Bandwidth,
Inc. for Dedicated Carrier Termination, Carrier Toll Free, NOS Switched and
Dedicated, Inbound and Outbound, Calling Card, 800 PIN, and International
Services through January 18, 2005. The service agreement was assumed as part of
the Company's purchase of Idealdial Corporation and was renegotiated as of
September 29, 1999. The terms of the amended agreement currently provide for an
aggregate minimum commitment of approximately $30 million subject to certain
monthly minimums. The Company's minimum monthly usage was $250,000 through
December 1999, then escalates each month to $500,000 per month in September
2000. The minimum monthly usage charge then increases to $550,000 in December
2001 until the earlier of the expiration of the agreement or when the Company
has paid an aggregate of $29.8 million in usage charges. Historically, the
Company has not met its monthly minimums and the service provider has not yet
billed the Company for its minimum amounts. The service provider has waived the
minimum commitments through June 30, 2000. The Company is currently in
negotiation with Global Crossing and believes it will be able to renegotiate the
commitment whereby past deficiencies will be offset by broadening the scope of
services under the commitment along with future increases in its commitment.
The Company has a service agreement with MCI Worldcom Communication,
Inc. for certain network data services through July 2003. The terms of the
agreement provide for an aggregate minimum commitment of approximately $6.8
million subject to a monthly minimum of $250,000 beginning April 2001.
Historically, the Company has met its monthly minimums.
NOTE 6. COMMON STOCK TRANSACTIONS
The increase in the Company's common stock issued and outstanding as of
June 30, 2000 is primarily a result of:
o On June 7, 2000, the Company agreed to issue, subject to completion of
certain conditions, 166,000 shares of common stock (valued at
approximately $646,000) in the acquisition of the assets of ImageNet,
Inc., an Internet service provider based in Loveland, Colorado.
NOTE 7. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission Staff released
Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition." SAB 101 provides
interpretive guidance on the recognition, presentation, and disclosure of
revenue in financial statements. SAB 101 must be applied to financial statements
no later than the fourth fiscal quarter of 2000. The Company has not fully
assessed whether the adoption of SAB 101 will have a material impact on its
financial position or results of operations.
NOTE 8. FINANCING AGREEMENT
On May 22, 2000, the Company entered into a financing agreement (the
"Agreement") with RFC Capital Corporation to fund general corporate purposes and
working capital needs. The Agreement allows the Company to
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borrow up to $20 million. The maximum amount of the loan outstanding may not
exceed a specified multiple of the Company's eligible monthly cash collections
($4,399,799 outstanding at June 30, 2000). Interest for this Agreement shall be
at a rate equal to the greater of (i) LIBOR, plus six hundred and fifteen basis
points (6.15%) per annum, or (ii) $3,000 per month. The Agreement shall continue
until May 22, 2002. The Company has also issued to RFC Capital Corporation a
warrant to purchase 252,255 shares of common stock at $4.03125 per share.
NOTE 9. CORPORATE RESTRUCTURING
On June 22, 2000 the Company reduced its workforce by 108 people or 24
percent throughout all its markets across the country with the majority of the
impact in Seattle and Denver. The Company will continue to reduce operating
expenses through improved productivity, which, in part, involves centralizing
its accounting, billing, technical support, and customer service facilities. In
the three month period ending June 30, 2000, the Company realized a one
time-charge of $140,000 for severance payments and outplacement service and
support which had not been paid as of June 30, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following discussion of the results of operations and financial
condition of RMI.NET, Inc. (the "Company") should be read in conjunction with
the Company's Consolidated Financial Statements and the Notes thereto included
elsewhere in this Quarterly Report.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and the information incorporated by
reference may include "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. In particular,
your attention is directed to Part I, Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operation and Part II, Item 1.
Legal Proceedings. We intend the disclosure in these sections and throughout the
Quarterly Report on Form 10-Q to be covered by the safe harbor provisions for
forward-looking statements. All statements regarding our expected financial
position and operating results, our business strategy, our financing plans and
the outcome of any contingencies are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "believe," "plan," "will," "anticipate," "estimate," "expect,"
"intend" and other phrases of similar meaning. Known and unknown risks,
uncertainties and other factors could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on various factors and was derived using numerous
assumptions.
Although we believe that the expectations expressed in these
forward-looking statements are reasonable, our expectations may not turn out to
be correct. Actual results could be materially different from our expectations,
including the following: we may lose subscribers or fail to grow our customer
base; we may not be able to sustain our current growth or to successfully
integrate new customers or assets obtained through acquisitions; we may fail to
compete with existing and new competitors; we may not adequately respond to
technological developments impacting the Internet; we may fail to implement
proper security measures to protect our network from inappropriate use, which
could overload our network's capacity and cause us to experience a major system
failure; we may issue a substantial number of shares of our common stock upon
exercise of Class B Warrants, especially if the market value of our stock
declines, thereby causing significant dilution in the value of your investment;
we may fail to settle outstanding litigation; and we may not be able to find
needed financing. This list is intended to identify some of the principal
factors that could cause actual results to differ materially from those
described in the forward-looking statements included elsewhere in this report.
These factors are not intended to represent a complete list of all risks and
uncertainties inherent in our business, and should be read in conjunction with
the more detailed cautionary statements included in our Annual Report on Form
10-K for the fiscal year ended December 31, 1999 under the caption "Item 1.
Business - Risk Factors" and in our other SEC filings and our press releases.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED
JUNE 30, 1999
TOTAL REVENUE
The Company's total revenues grew 84%, from $6,389,000 for the three
months ended June 30, 1999, to $11,772,000 for the three months ended June 30,
2000. Revenue growth performance is attributable to an increase in the number of
the Company's customers. During the year ended December 31, 1999, the Company
completed 16 acquisitions, 10 of which occurred in the second half of 1999.
CONNECTIVITY SERVICES
Connectivity Services is comprised predominately of dial-up, dedicated
access, DSL, and telecommunication services. The Company offers a broad range of
connectivity options to its customers including dedicated, Digital Subscriber
Line ("DSL"), Integrated Services Digital Network ("ISDN"), and dial-up
connections as well as long distance voice services. Connectivity customers
typically pay fixed, monthly recurring service charges. The charges vary
depending on the type of service, the length of the contract, and local market
conditions. Amounts billed relating to future periods are recorded as deferred
revenue and amortized monthly as the services are rendered.
Connectivity Services revenue increased 72%, from $5,394,000 for the
three months ended June 30, 1999, to $9,280,000 for the comparable three month
period in 2000. Acquisitions completed in the second half of 1999 contributed
significantly to this increase.
WEB SOLUTIONS
Web Solutions revenues are comprised of three major products: Web site
hosting and co-location, Web site production, and Web site marketing. Web
hosting customers typically pay fixed, recurring monthly service charges.
Revenue from Web site production and Web marketing customers is recognized as
the service is provided.
Web Solutions revenue grew 150%, from $995,000 for the three months
ended June 30, 1999, to
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$2,492,000 for the comparable three month period in 2000. Web site hosting and
co-location revenue accounted for $354,000 of revenue in 1999 and $1,150,000 in
2000, for an increase of 225%. This increase is due to an increase in the number
of hosted Web sites. Web site production increased from $718,000 in 1999 to
$1,239,000 in 2000, for an increase of 73%.
OPERATING EXPENSES
Operating expenses related to Connectivity Services customers consist
primarily of costs for circuit and local line charges to provide service to our
customers. The operating expenses related to Web solutions customers consist
primarily of payroll expense related to Web site design services and
sub-contracting costs.
Operating expenses increased 93%, from $3,103,000 for the three months
ended June 30, 1999, to $5,997,000 for the comparable period in 2000, primarily
due to acquisitions. In addition, the operating expenses as a percent of revenue
increased from 49% in 1999 to 51% in 2000. Operating expenses as a percent of
revenues increased, due to inability to quickly assimilate the acquisitions the
Company made. However, actions, such as supplier contract renegotiations and the
Company's recent restructuring, have been taken to correct the situation.
SELLING EXPENSES
Selling expenses consist primarily of salaries, commission,
advertising, and marketing. Selling expenses increased 78%, from $1,158,000 for
the three months ended June 30, 1999, to $2,063,000 for the comparable period in
2000. The increase in selling expenses is due primarily to the addition of sales
personnel related to the 1999 acquisitions.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses ("G & A") consist primarily of
salaries and related benefits, and include the expenses of general management,
engineering, customer service, technical support, accounting, billing, and
office facilities. G & A expenses increased 60%, from $4,634,097 for the three
months ended June 30, 1999, to $7,410,000 for the comparable period in 2000.
This increase was partially the result of higher payroll costs and benefits
primarily related to the acquisitions during 1999. Payroll and benefits cost
increased 46%, from $2,711,000 in 1999, to $3,955,000 in 2000, as a result of
acquisitions and the resulting increase in the number of employees.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization is provided for over the estimated useful
lives of assets ranging from three to seven years using the straight-line
method. The excess of cost over the fair value of net assets acquired, or
goodwill, is amortized using the straight-line method over a five-year period.
Depreciation and amortization increased 218%, from $1,462,000 for the three
months ended June 30, 1999, to $4,652,000 for the comparable period in 2000. The
increase was due to higher goodwill amortization associated with the Company's
acquisitions during 1999. Additional acquisitions and investments are likely to
cause depreciation and goodwill amortization to increase in the future.
9
<PAGE> 12
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1999
TOTAL REVENUE
The Company's total revenues grew 104%, from $11,652,000 for the six
months ended June 30, 1999, to $23,726,000 for the six months ended June 30,
2000. Revenue growth is attributable to an intensified sales and marketing
campaign and acquisitions.
CONNECTIVITY SERVICES
Connectivity Services revenue increased 95%, from $9,801,000 for the
six months ended June 30, 1999, to $19,122,000 for the comparable six month
period in 2000. Acquisitions completed in the second half of 1999 contributed
significantly to this increase, as did increased sales of DSL services.
WEB SOLUTIONS
Web Solutions revenue grew 149%, from $1,851,000 for the six months
ended June 30, 1999, to $4,604,000 for the comparable six month period in 2000.
Web site hosting and co-location revenue accounted for $694,000 of revenue in
1999 and $1,992,000 in 2000, for an increase of 187%. This increase is due to an
increase in the number of hosted Web sites. Web site production increased from
$1,284,000 in 1999 to $2,359,000 in 2000, for an increase of 84%. The increase
in Web production revenue is primarily due to Web Solutions' increased sales
efforts in regions where acquisitions occurred.
OPERATING EXPENSES
Operating expenses increased 134%, from $5,917,000 for the six months
ended June 30, 1999, to $13,828,000 for the comparable period in 2000, primarily
due to acquisitions. In addition, the operating expenses as a percent of revenue
increased from 51% in 1999 to 58% in 2000. Operating expenses as a percent of
revenues increased for the six months ended June 30, 2000 relative to the
comparable period of 1999, due to an inability to assimilate quickly the
acquisitions the Company made during this period. Significant actions, such as
supplier contract renegotiations and the Company's recent restructuring, have
been taken to consolidate all acquisitions.
SELLING EXPENSES
Selling expenses increased 81%, from $2,015,000 for the six months
ended June 30, 1999, to $3,642,000 for the comparable period in 2000. The
increase in selling expenses is due primarily to the increase in the size of the
sales force.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses ("G & A") consist primarily of
salaries and related benefits, and include the expenses of general management,
engineering, customer service, technical support, accounting, billing, and
office facilities. G & A expenses increased 70%, from $8,208,000 for the six
months ended June 30, 1999, to $13,959,000 for the comparable period in 2000.
This increase was partially the result of higher payroll costs and benefits
primarily related to the acquisitions during 1999. Payroll and benefits cost
increased 66%, from $4,752,000 in 1999, to $7,904,000 in 2000, as a result of
acquisitions and the resulting increase in the number of employees.
10
<PAGE> 13
DEPRECIATION AND AMORTIZATION
Depreciation and amortization is provided for over the estimated useful
lives of assets ranging from three to seven years using the straight-line
method. The excess of cost over the fair value of net assets acquired, or
goodwill, is amortized using the straight-line method over a five-year period.
Depreciation and amortization increased 226%, from $2,605,000 for the six months
ended June 30, 1999, to $8,505,000 for the comparable period in 2000. The
increase was due to higher goodwill amortization associated with the Company's
acquisitions during 1999.
EFFECTS OF INFLATION
Historically, inflation has not had a material effect on the Company.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 2000, the Company used $9,628,000 in
operations, as compared to $4,904,000 for the six months ended June 30, 1999.
The increase in cash used in operations resulted primarily from a net loss of
$16,243,000. In addition, the trade receivable balance increased $1,622,000,
primarily due to Web Solutions revenue to one customer of approximately
$1,300,000. The Company expects to continue to have operating cash flow
deficiencies for the near future as it develops and expands its business.
For the six months ended June 30, 2000, the Company used $2,280,000 in
investing activities, as compared to $2,151,000 for the six months ended June
30, 1999. The funds were primarily used for capital expenditures of $863,000.
The Company also capitalized approximately $1,207,000 of development costs for a
software platform to reduce costs related to the Company's future production of
commerce-enabled Web sites for customers and certain software being developed
for future sale.
For the six months ended June 30, 2000, the Company received net cash
of $3,177,000 from financing activities, as compared to net cash of $5,749,000
for the six months ended June 30, 1999. Cash provided from financing activities
during the period was primarily the result of receiving borrowings under the
revolving credit facility with RFC Capital, offset by increased payments on debt
and capital lease obligations.
Under the RFC revolving credit facility, the maximum amount of the loan
outstanding may not exceed a specified multiple of the Company's eligible
monthly cash collections ($4,399,799 outstanding at June 30, 2000). Interest for
this Agreement shall be at a rate equal to the greater of (i) LIBOR, plus six
hundred and fifteen basis points (6.15%) per annum, or (ii) $3,000 per month.
The Agreement shall continue until May 22, 2002. The Company has also issued to
RFC Capital Corporation a warrant to purchase 252,255 shares of common stock at
$4.03125 per share.
Since its inception, the Company has funded its operations and working
capital needs primarily through the public and private placement of the
Company's equity securities. In addition, a significant portion of the Company's
capital expenditures have been financed through capital lease obligations
payable to finance companies.
In the Company's December 1999 private placement, the Company sold the
following securities to two institutional investors, Advantage Fund II Ltd. and
Koch Investment Group Limited, for aggregate consideration of $10 million:
o 761,610 shares of common stock;
o Class A Warrants to purchase 182,786 shares of common stock; and
o Class B Warrants to purchase a potentially unlimited number of shares
of common stock.
The outstanding Class B Warrants carry certain risks, including the potential
for:
o substantial dilution;
o a detrimental effect on the Company's ability to raise additional
funds; and
11
<PAGE> 14
o a decline in the market value of the Company's common stock as a result
of the exercise of the Class B Warrants and subsequent sales of the
common stock.
The number of shares that the Company may issue to holders of RMI.NET's Class B
Warrants is based on the market price of the Company's common stock from May
2000 through November 2002. In effect, the holders of the Class B Warrants have
the opportunity to profit from a rise in the market price of the Company's
common stock, if any, without assuming the risk of loss from a decline in the
stock price. If the market price of the Company's common stock decreases, the
Company may issue a greater number of shares upon conversion of the Class B
Warrants. There is theoretically no limit on the number of shares of common
stock that the Company may be required to issue upon conversion of the Class B
Warrants. A stockholder's percentage ownership could be diluted substantially.
Moreover, because the exercise price of the Class B Warrants is only $0.01 per
share, the Company will not receive material cash proceeds from the exercise of
the Class B Warrants.
The Company has cash and cash equivalents of $2,507,240 at June 30,
2000. Management estimates that, based upon its current expectations for growth,
the Company will require additional funding of up to $6 million through the end
of 2000 for the execution of its current business plan, including the financing
of its anticipated capital expenditures and operating losses. In addition to
increased cash flow from operations resulting from actions such as supplier
contract renegotiations and the Company's recent restructuring, the Company
intends to obtain this funding from one or more of the following sources:
1. A commitment from one of the institutional investors who purchased
common stock and warrants in December 1999 to purchase an additional
$7.5 million of common stock and warrants.
2. Increased borrowings under the credit facility with RFC Capital to
finance working capital and capital expenditures for up to $20 million.
3. A private placement of common or preferred stock under the recently
filed Form S-3 for aggregate gross proceeds up to $30 million.
Management believes its current operating funds, along with those additional
financing sources, will be sufficient to fund its cash requirements for at least
the next twelve months.
The sale of additional equity or convertible debt securities could
result in additional dilution to the Company's stockholders. In addition, the
Company will, from time to time, consider the acquisition of or investment in
complementary businesses, products, services, and technologies, and the
repurchase and retirement of debt, which might impact the Company's liquidity
requirements or cause the Company to issue additional equity or debt securities.
There can be no assurance that financing will be available in amounts or on
terms acceptable to the Company, if at all. Should the Company be unsuccessful
in its efforts to raise capital, it may be required to modify or curtail its
plans for growth.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any derivative financial instruments as of
June 30, 2000. The Company's interest income and expense are sensitive to
changes in the general level of interest rates. In this regard, changes in
interest rates can affect the interest earned on the Company's cash equivalents.
The Company's long-term debt has fixed interest rates and the fair value of
these instruments is affected by changes in market interest rates. To mitigate
the impact of fluctuations in interest rates, the Company generally enters into
fixed rate investing and borrowing arrangements. As a result, the Company
believes that the market risk arising from holding of its financial instruments
is not material.
12
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Although the Company resolved a prior dispute with Internet
Communications Corp. ("ICC"), and in March 2000 the Company agreed again to
acquire ICC, claims by third parties unrelated to ICC allegedly arising from the
terminated 1998 merger remain outstanding. As a result of the 1998 merger
attempt and the related financing transaction, the Company incurred costs,
expenses, and related fees of $6.1 million, a portion of which are in dispute.
Of the $6.1 million expense, approximately $4.2 million relates to a non-cash
item regarding warrants that the Company issued. Related to this dispute,
certain third parties filed suit on June 12, 2000 in New York state court
claiming they were entitled to approximately $770,000 in fees. The Company filed
an answer and counterclaim on July 13, 2000, disputing all such claims. At this
time, the Company is unable to determine the possible outcome of this remaining
dispute.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2000, the Company issued,
committed to issue, and/or sold the following equity securities that were not
registered under the Securities Act of 1933:
o Pursuant to a Loan and Security Agreement with RFC Capital
Corporation for initial advances of up to $12 million, the
Company has issued a Warrant to purchase 252,255 shares of its
common stock at a purchase price of $4.032 per share. The term
of the warrant is 5 years expiring on May 22, 2005. The
warrant is subject to certain anti-dilution provisions
including adjustments for stock splits and stock dividends.
Under certain circumstances an adjustment may also be required
due to a recapitalization, reclassification, reorganization,
merger, or if the Company issues or sells shares at a price
below the purchase price of $4.032 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following five matters were submitted to a vote of security holders
at the 2000 Annual Meeting of Stockholders held on June 15, 2000:
1. Election of five directors to the Board of Directors of the Company for
a one-year term. The following votes were cast in the election of
directors:
<TABLE>
<CAPTION>
Director For Withhold Authority
----------------------------- ---------------------- -----------------------
<S> <C> <C>
Douglas H. Hanson 17,776,467 75,924
D. D. Hock 17,776,467 75,924
Robert W. Grabowski 17,776,467 75,924
Lewis H. Silverberg 17,776,467 75,924
Michael T. Victor 17,776,467 75,924
</TABLE>
2. Proposed amendment to Article 1 of the Company's Amended and Restated
Certificate of Incorporation, as amended, to change the name of the
Company from RMI.NET, Inc. to Internet Communications Company, Inc.,
subject to completion of the proposed merger between the Company and
Internet Communications Corporation.
13
<PAGE> 16
There were 9,331,850 votes cast for approval of the amendment, 77,885
votes cast against approval of the amendment, 8,705 abstentions, and
8,433,951 shares not voted.
3. Proposal to adopt the RMI.NET, Inc. 2000 Employees' Stock Option Plan.
There were 8,584,846 votes cast for the proposal, 792,492 votes cast
against approval of the proposal, 41,102 abstentions, and 8,433,951
shares not voted.
4. Proposal to adopt the RMI.NET, Inc. Employees' Stock Purchase Plan.
There were 8,858,970 votes cast for the proposal, 522,678 votes cast
against the proposal, 36,792 abstentions, and 8,433,951 shares not
voted.
5. Proposed ratification of the appointment of Ernst & Young LLP as the
independent auditors of the Company for the fiscal year ending December
31, 2000. There were 17,822,372 votes cast for ratification, 17,675
votes cast against ratification, and 12,344 abstentions.
ITEM 5. OTHER EVENTS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- ---------------------------
<S> <C>
27.1 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
1) On April 3, 2000, the Registrant filed a Current Report on
Form 8-K to report the execution of a definitive Agreement and
Plan of Merger pursuant to which RMI.NET will acquire Internet
Communications Corporation in exchange for RMI.NET common
stock, as well as warrants to purchase shares of RMI.NET
common stock.
2) On May 24, 2000, the Registrant filed an amended Current
Report on Form 8-K (initially filed on April 3, 2000) to
provide financial statements and pro forma financial
information regarding the proposed acquisition of Internet
Communications Corporation.
14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: August 14, 2000.
RMI.NET, INC.
a Delaware corporation
By: /s/ Douglas H. Hanson
--------------------------
Name: Douglas H. Hanson
Title: Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
By: /s/ Michael D. Dingman, Jr.
--------------------------------
Name: Michael D. Dingman, Jr.
Title: Treasurer (Principal Financial
and Accounting Officer)
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27.1 Financial Data Schedule.
</TABLE>
