<PAGE> 1
================================================================================
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
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 000-25599
ONEMAIN.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 7375 11-3460073
------------------------------ ------------------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) industrial classification identification
number) number)
1860 Michael Faraday Drive
2nd Floor
Reston, Virginia 20190
703-375-3000
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
-----------------------
Stephen E. Smith
Chairman and Chief Executive Officer
OneMain.com, Inc.
1860 Michael Faraday Drive
2nd Floor
Reston, Virginia 20190
(703) 375-3000
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 August 10, 2000
Common Stock $.001 par value Number of Shares
---------------------------- ----------------
25,159,143
================================================================================
<PAGE> 2
<TABLE>
<CAPTION>
ONEMAIN.COM, INC.
INDEX
Page
<S> <C> <C>
Part I. - Financial Information............................................................................3
Item 1 Financial Statements
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999.......................................................3
Consolidated Statements of Operations for the
Three Months and Six Months Ended June 30, 2000 and 1999..................................4
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999...........................................5
Consolidated Statements of Stockholders' Equity for the
Six Months Ended June 30, 2000 and 1999...................................................6
Notes to Consolidated Financial Statements..................................................7
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................................10
Item 3 Quantitative and Qualitative Disclosures About Market Risk.................................16
Part II. - Other Information..............................................................................17
Item 1 Legal Proceedings
Item 2 Changes in Securities and Use of Proceeds
Item 4 Submission of Matters to a Vote of Security Holders
Item 6 Exhibits and Reports on Form 8-K
Signatures................................................................................................18
</TABLE>
2
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ONEMAIN.COM, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
June 30, December 31,
2000 1999
------------------------ -----------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents........................................... $ 1,332 $ 27,099
Marketable securities, short term................................... 90 15,789
Accounts receivable, net of allowance for doubtful accounts of
$2,999 and $1,476 at June 30, 2000 and December 31, 1999,
respectively..................................................... 9,016 5,474
Prepaid expenses and other current assets........................... 7,234 3,760
------------------------ ----------------------
Total current assets............................................. 17,672 52,122
Restricted marketable securities.................................... 2,350 -
Property and equipment.............................................. 74,122 53,099
Goodwill, net....................................................... 159,621 203,013
Customer lists, net................................................. 102,193 125,747
Other assets........................................................ 1,815 912
------------------------ ----------------------
Total assets..................................................... $ 357,773 $ 434,893
======================== ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable.................................................... $ 15,033 $ 9,338
Accrued expenses.................................................... 16,057 14,320
Unearned revenue.................................................... 24,673 23,228
Restructuring reserve............................................... 6,442 -
Current portion of capital lease obligations........................ 11,870 8,754
Current portion of long term debt................................... 825 1,096
Notes payable to related parties.................................... - 1,187
Deferred income tax liability ...................................... - 17,661
Other current liabilities........................................... 639 7,467
------------------------ ----------------------
Total current liabilities........................................ 75,539 83,051
Capital lease obligations, net of current portion................... 12,393 10,867
Long term debt, net of current portion.............................. 15,912 4,922
Deferred income tax liability....................................... 13,654 24,846
Other liabilities................................................... 398 333
------------------------ ----------------------
Total liabilities................................................ 117,896 124,019
Stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares authorized,
no shares issued or outstanding................................... - -
Common stock, $.001 par value; 100,000,000 shares authorized,
25,126,471 and 24,934,906 shares issued and outstanding
at June 30, 2000 and December 31, 1999, respectively.............. 25 25
Additional paid-in capital.......................................... 395,792 392,859
Warrants to purchase common stock 1,789 -
Accumulated deficit................................................. (157,729) (82,010)
------------------------ ----------------------
Total stockholders' equity...................................... 239,877 310,874
------------------------ ----------------------
Total liabilities and stockholders' equity...................... $ 357,773 $ 434,893
======================== ======================
</TABLE>
See accompanying notes.
3
<PAGE> 4
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended June 30, For the six months ended June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
Revenues:
<S> <C> <C> <C> <C>
Access revenues ................................. $ 39,720 $ 21,469 $ 78,151 $ 21,469
Other revenues .................................. 1,167 1,543 2,548 1,543
------------ ------------ ------------ ------------
Total revenues .............................. 40,887 23,012 80,699 23,012
Costs and expenses:
Cost of access revenues ......................... 15,839 8,616 30,437 8,616
Cost of other revenues .......................... 446 533 948 533
------------ ------------ ------------ ------------
Total costs of revenues ...................... 16,285 9,149 31,385 9,149
------------ ------------ ------------ ------------
Gross margin ................................. 24,602 13,863 49,314 13,863
Operating expenses:
Operations and customer support ................. 10,371 3,161 18,793 3,161
Sales and marketing ............................. 8,003 3,327 17,531 3,327
General and administrative (exclusive of non-cash
compensation expense shown below) ............ 11,075 7,456 23,282 8,366
Restructuring charge ............................ - - 7,179 -
Non-cash compensation ........................... - - - 2,469
Amortization .................................... 33,763 22,296 67,987 22,296
Depreciation .................................... 6,504 1,586 11,612 1,586
Other income, net ............................... (18) (83) (75) (83)
------------ ------------ ------------ ------------
Total operating expenses .................... 69,698 37,743 146,309 41,122
Loss from operations ................................ (45,096) (23,880) (96,995) (27,259)
Non operating income:
Interest income ..................................... 87 1,242 310 1,266
Interest expense .................................... (1,054) (162) (1,641) (178)
------------ ------------ ------------ ------------
Total non operating income, net ............. (967) 1,080 (1,331) 1,088
------------ ------------ ------------ ------------
Loss before income tax benefit ...................... (46,063) (22,800) (98,326) (26,171)
Income tax benefit .................................. 10,188 3,088 22,607 3,088
------------ ------------ ------------ ------------
Net loss ............................................ $ (35,875) $ (19,712) $ (75,719) $ (23,083)
============ ============ ============ ============
Basic and diluted net loss per share ................ $ (1.43) $ (0.90) $ (3.02) $ (1.67)
============ ============ ============ ============
Weighted average shares used in the calculation of
basic and diluted net loss per share ............ 25,120,275 21,893,195 25,061,357 13,844,112
============ ============ ============ ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the six months ended June 30,
2000 1999
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss ..................................................................... $ (75,719) $ (23,083)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Amortization ............................................................. 67,987 22,296
Depreciation ............................................................. 11,612 1,586
Provision for bad debts .................................................. 1,514 562
Accretion of interest .................................................... 91 -
Deferred income tax benefit .............................................. (22,607) (3,088)
Issuance of warrants for consulting services ............................. 101 -
Non-cash compensation .................................................... - 2,594
Changes in operating assets and liabilities:
Accounts receivable ................................................... (5,008) (420)
Prepaid expenses and other current assets ............................. (3,988) (346)
Other assets .......................................................... (410) (340)
Unearned revenue ...................................................... 1,077 450
Accounts payable ...................................................... (6,077) 1,690
Accrued expenses ...................................................... 1,767 292
Restructuring reserve ................................................. 6,442 -
Other liabilities ..................................................... (672) 385
---------- ---------
Net cash (used in) provided by operating activities ........................ (23,890) 2,578
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired ............................. (13,927) (90,024)
Maturities of marketable securities .......................................... 16,480 -
Investments in marketable securities ......................................... (781) -
Increase in restricted marketable securities ................................. (2,350) -
Purchases of property, plant and equipment, net of disposals ................. (6,536) (2,377)
--------- ---------
Net cash used in investing activities ...................................... (7,114) (92,401)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt assumed through acquisitions ..................... - (6,545)
Repayment of capital lease obligations ....................................... (6,197) (570)
Proceeds from notes payable .................................................. 1,299 -
Issuance of stock through employee stock purchase plan ....................... 224 -
Repayment of notes payable ................................................... (1,611) -
Proceeds from issuance of common stock in initial public offering net of
underwriter discounts, commissions and offering costs ..................... - 190,625
Proceeds from convertible debenture, net of fees ............................. 11,522 -
Proceeds from note payable to founder ........................................ - 500
Repayment of note payable to founder ......................................... - (1,000)
Proceeds from exercise of common stock options ............................... - 230
Proceeds from stock subscriptions receivable ................................. - 16
--------- ---------
Net cash provided by financing activities .............................. 5,237 183,256
--------- ---------
Net (decrease) increase in cash and cash equivalents ......................... (25,767) 93,433
Cash and cash equivalents, beginning of period ............................... 27,099 172
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..................................... $ 1,332 $ 93,605
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid ................................................................ $ 1,460 $ 184
========= =========
Issuance of common stock for acquisitions .................................... $ 2,609 $ 157,546
========= =========
Acquisition of property and equipment through issuance of capital
lease obligations, notes payable and accounts payable ..................... $ 24,658 $ 1,506
========= =========
</TABLE>
See accompanying notes.
5
<PAGE> 6
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Additional Warrants to
------------ Paid-In Purchase
Shares Amount Capital Common Stock
------- -------- ------- ------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998........................... 4,782 $ 5 $ 53 $ -
Issuance of Common Stock on January 1, 1999............ 100 - 5 -
Issuance of Common Stock in connection with initial
public offering, net of underwriters' discounts and
offering costs..................................... 9,775 10 190,378 -
Issuance of Common Stock for acquisitions.............. 7,804 8 157,537 -
Repayment of stock subscriptions receivable............ - - - -
Exercise of Common Stock options....................... 10 - 230 -
Non-cash compensation expense.......................... - - 2,594 -
Net loss for the six months ended June 30, 1999........ - - - -
--------------------------------------------------------
BALANCE AT JUNE 30, 1999............................... 22,471 $ 23 $ 350,797 $ -
========================================================
</TABLE>
<TABLE>
<CAPTION>
Stock Total
Accumulated Subscriptions Stockholders'
Deficit Receivable Equity
------- ---------- ------------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $ (765) $ (11) $ (718)
Issuance of Common Stock on January 1, 1999............ - (5) -
Issuance of Common Stock in connection with initial
public offering, net of underwriters' discounts and
offering costs..................................... - - 190,388
Issuance of Common Stock for acquisitions.............. - - 157,545
Repayment of stock subscriptions receivable............ - 16 16
Exercise of Common Stock options....................... - - 230
Non-cash compensation expense.......................... - - 2,594
Net loss for the six months ended June 30, 1999........ (23,083) - (23,083)
-----------------------------------------
BALANCE AT JUNE 30, 1999............................... $ (23,848) $ - $ 326,972
=========================================
</TABLE>
<TABLE>
<CAPTION>
Common Stock Additional Warrants to
------------ Paid-In Purchase
Shares Amount Capital Common Stock
------ ------ ------- ------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999........................... 24,935 $ 25 $ 392,859 $ -
Issuance of Common Stock for acquisitions.............. 165 - 2,609 -
Issuance of warrants................................... - - - 1,789
Issuance of Common Stock through employee stock
purchase plan...................................... 11 - 124 -
Issuance of Common Stock for subscription services..... 15 - 200 -
Net loss for the six months ended June 30, 2000........ - - - -
-----------------------------------------------------------------
BALANCE AT JUNE 30, 2000............................... 25,126 $ 25 $ 395,792 $ 1,789
=================================================================
</TABLE>
<TABLE>
<CAPTION>
Stock Total
Accumulated Subscriptions Stockholders'
Deficit Receivable Equity
------- ---------- --------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999........................... $ (82,010) $ - $ 310,874
Issuance of Common Stock for acquisitions.............. - - 2,609
Issuance of warrants................................... - - 1,789
Issuance of Common Stock through employee stock
purchase plan...................................... - - 124
Issuance of Common Stock for subscription services..... - - 200
Net loss for the six months ended June 30, 2000........ (75,719) - (75,719)
---------------------------------------------
BALANCE AT JUNE 30, 2000............................... $ (157,729) $ - $ 239,877
=============================================
</TABLE>
See accompanying notes.
6
<PAGE> 7
ONEMAIN.COM, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
OneMain.com, Inc., a Delaware corporation ("OneMain" or the "Company"), was
founded in August 1998 as a provider of Internet access and related services to
individuals and businesses located predominately in smaller metropolitan markets
and rural communities throughout the United States. Simultaneously with the
completion of an initial public offering of its common stock on March 30, 1999,
the Company acquired the outstanding capital stock and limited liability
interests of 17 Internet service providers ("IPO Acquisitions"). During the
remainder of 1999, and through June 30, 2000 the Company acquired the
outstanding capital stock, limited liability interests and partnership interests
of ten additional ISPs as well as certain assets of various other ISPs
("Subsequent Acquisitions"). The Company is currently one of the largest
Internet service providers in the United States.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments necessary
for a fair presentation of the consolidated financial statements have been
included in the accompanying unaudited financial statements. These adjustments
consisted of normal recurring adjustments in addition to a one-time, non-cash
equity compensation charge of $2,469 in the first quarter of 1999 associated
with the hiring of one executive and certain other consultants. The results for
the three and six months ended June 30, 2000 are not necessarily indicative of
the results that may be expected for the full year ending December 31, 2000. The
consolidated financial statements and footnotes should be read in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in this Form 10-Q and the Company's Form 10-K for the year
ended December 31, 1999, which included the financial statements and footnotes
for the year ended December 31, 1999.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent Pronouncements. In December 1999, the SEC issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"),
which is effective for fiscal years beginning after December 15, 1999. Under SAB
101, revenue for set-up fees generally should be recognized on a straight-line
basis over the contractual period or longer if the relationship with the
customer is expected to extend beyond the initial term and the customer
continues to benefit from the payment of the set-up fee. In accordance with the
revised requirements, the Company will account for the change in accounting
principle as a cumulative effect adjustment in the fourth quarter of 2000 and
believes that the adjustment will not be material.
NOTE 3 - RESTRICTED MARKETABLE SECURITIES
During the first and second quarters of 2000, the Company entered into
contracts for office space and equipment, which required letters of credit,
secured by 12-month certificates of deposit as collateral. These certificates
are classified as long-term restricted assets as of June 30, 2000. The
certificates of deposit mature at various dates through June 2000 and the
letters of credit are renewable under the terms of the contracts through
various dates up to March 2009.
7
<PAGE> 8
ONEMAIN.COM, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company entered into a 5-year lease agreement to occupy 10,906 square feet
of office space in Knoxville, Tennessee for its Business Services and Technical
Field Operations departments commencing April 4, 2000. The monthly lease
payments are approximately $16 for the first through third lease years, and
approximately $17 for the fourth and fifth lease years.
The Company is engaged in ordinary and routine litigation incidental to its
business. Management does not anticipate that any amounts the Company may be
required to pay by reason thereof will have a material effect on the Company's
financial position or results of operations.
NOTE 5 - RESTRUCTURING CHARGE
During the first quarter of 2000, the Company recognized a restructuring charge
related to employee termination benefits and certain real estate contracts. A
plan for implementation was approved by the Board of Directors and communicated
to employees that would be affected by the plan. The plan included specific
identification of the number of employees to be terminated, their job functions
and their locations. The plan is to be implemented within a 12-month period and
no significant changes to the plan are anticipated.
During the first quarter of 2000, the Company expensed approximately $7,179, of
which $6,004 relates to employee termination benefits and $1,175 relates to the
consolidation of the Company's facilities. This appears as a separate item
within the Company's operating expenses. The plan calls for the net reduction of
over 650 positions. These reductions in Operations and Customer Support, Sales
and Marketing and General and Administrative expenses are the result of planned
consolidation of call centers and reduction in field administrative staffs.
Through June 30, 2000, the Company terminated approximately 115 employees as a
result of its plan and charged approximately $673 against the liability
"Restructuring reserve." Excess facility charges totaled $64 and were recorded
against the same liability account. No additional adjustments have been made to
the reserve.
NOTE 6 - DEBT
The Company entered into a Convertible Debenture Purchase Agreement (the
"Agreement") and Registration Rights Agreement on April 27, 2000 in connection
with the sale of up to an aggregate principal amount of $32,000 of 6.75%
convertible debentures and warrants to purchase shares of the Company's common
stock in three tranches. The convertible debentures are convertible into shares
of the Company's common stock at any time beginning 90 days after their
issuance at a conversion price determined in accordance with the Agreement. The
warrants are exercisable for shares of the Company's common stock at any time
beginning immediately after issuance for an exercise price as determined in
accordance with the terms of the Agreement.
On April 27, 2000, pursuant to the Agreement, the Company sold 6.75% convertible
debentures in the aggregate principal amount of $12,000 and warrants to purchase
common stock for net proceeds to the Company of $11,600.
The Agreement, Registration Rights Agreement, Convertible Debenture and Warrant
have been filed by the Company as exhibits to a Current Report on Form 8-K with
the Securities and Exchange Commission on May 5, 2000. In June, the Company
entered into a termination agreement relating to the convertible debentures.
(See Note 7 - Agreement and Plan of Merger.)
In addition, the Company obtained a loan in the amount of $1,299 secured by
equipment on April 28, 2000. The note is payable in monthly installments of $41
through March 2003 with a final payment of $130 in April 2003.
8
<PAGE> 9
NOTE 7 - AGREEMENT AND PLAN OF MERGER
On June 7, 2000, OneMain and EarthLink, Inc. ("EarthLink") signed an Agreement
and Plan of Merger, as amended on August 9, 2000, in which OneMain will be
acquired by EarthLink for a combination of cash and EarthLink common stock. The
proposed merger will be voted upon by OneMain stockholders at a special meeting
of its stockholders on September 12, 2000. Notice of the meeting and
information relative to the combined entities is more fully described in
EarthLink's S-4 filing dated August 10, 2000, which also serves as OneMain's
proxy.
In connection with the Agreement and Plan of Merger, OneMain entered into a
Termination Agreement with investors who, pursuant to the Convertible Debenture
Purchase Agreement, purchased $12 million in 6.75% Convertible Debentures and
warrants to purchase common stock of OneMain (see Note 6 - Debt). The
Termination Agreement provides that, at the closing of the merger,
(1) OneMain will repurchase, terminate and cancel the debentures and
warrants for a premium of $4,333;
(2) the Convertible Debenture Purchase Agreement, including the
investors' right to purchase up to an additional $20 million in
aggregate principal amount of debentures, be terminated; and
(3) the related Registration Rights Agreement be terminated.
EarthLink will replace the warrants with warrants to purchase EarthLink common
stock and enter into a Registration Rights Agreement with the investors. The
Termination Agreement is subject to certain customary terms and conditions.
The merger is more fully described in the Agreement and Plan of Merger attached
to OneMain.com's Form 8-K filed on June 16,2000, as Exhibit 2.1.
NOTE 8 - DEFERRED TAXES
The income tax benefit for the six months ended June 30, 2000 includes a $8,182
deferred income tax benefit related to the three months ended March 31, 2000.
This benefit was the result of previously unrecorded tax benefits associated
with losses incurred during the three months ended March 31, 2000. The
adjustment had no impact on the results of operations for the three months
ended June 30, 2000.
NOTE 9 - SUBSEQUENT EVENTS
On July 27, 2000, EarthLink and OneMain entered into a Reimbursement Agreement
and a Limited Guaranty, pursuant to which EarthLink agreed to guarantee up to
$7.2 million in payments to a marketing/advertising company for services
rendered to OneMain. If EarthLink's pending acquisition of OneMain fails to
close, all amounts advanced by EarthLink under such arrangement will convert
into a loan from EarthLink to OneMain, to bear interest at prime rate plus 1%
and to be repaid in four equal quarterly installments beginning December 15,
2000.
On August 2, 2000, EarthLink and OneMain entered into an Advance/Repayment
Agreement pursuant to which EarthLink advanced OneMain $12.5 million and
provided to OneMain a line of credit facility for up to $7.5 million. The
amounts advanced under this agreement will be used by OneMain to pay certain
existing trade payables and to fund future operating costs. If EarthLink's
pending acquisition of OneMain fails to close, all amounts advanced to OneMain
will convert into a loan from EarthLink, to bear interest at prime rate plus 2%
and to be repaid within six months after such termination. In addition,
EarthLink's obligation to make further advances to OneMain would cease. This
loan is secured by OneMain subscribers.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
INTRODUCTION
The following discussion of our results of operations and of our liquidity and
capital resources should be read in conjunction with our consolidated financial
statements and the related notes thereto contained elsewhere in this filing.
OVERVIEW
We successfully completed an initial public offering of 8,500,000 shares of our
common stock on March 30, 1999, concurrently with the acquisitions of 17 ISPs
(the "IPO Acquisitions"). On April 9, 1999, the underwriters exercised their
over-allotment option to purchase 1,275,000 shares of common stock at the
initial public offering price of $22.00 per share. During the remainder of 1999,
and through June 30, 2000 the Company acquired all of the outstanding common
stock, limited liability company interests and partnership interests of ten
additional ISPs and selected assets of various other ISPs (the "Subsequent
Acquisitions"). For financial reporting purposes, the IPO Acquisitions have been
accounted for under the purchase method of accounting from March 30, 1999 and
the Subsequent Acquisitions from the dates of acquisition. The purchase of these
companies, coupled with strategic internal growth, has increased the Company's
subscribers to approximately 794,000 at June 30, 2000. We have now converted
371,000 subscribers to our integrated networks and systems. This represents 47%
of our customer base.
On June 7, 2000, OneMain and EarthLink signed an Agreement and Plan of Merger
in which OneMain will be acquired by EarthLink for a combination of cash and
EarthLink common stock. The proposed merger will be voted upon by OneMain
stockholders at a special meeting of its stockholders on September 12, 2000.
Notice of the meeting and information relative to the combined entities is more
fully described in EarthLink's S-4 filing dated August 10, 2000, which also
serves as OneMain's proxy.
REVENUE
We derive Internet access revenues primarily from subscriptions from individuals
and small businesses for dial-up access to the Internet. Subscription fees vary
among our non-integrated ISPs and by billing plan within the subscriber base for
a particular ISP. We also earn access revenues by providing broadband access,
Web hosting and wireless services.
We earn other revenues by charging set-up and installation fees, providing Web
page design and development and other technical services and by selling
advertising, equipment and software. Revenues from the sale of these products
and services have been classified as other revenues in the results of operations
tables set forth below.
COSTS AND EXPENSES
Our recurring costs and expenses include:
- cost of access revenues;
- cost of other revenues;
- operations and customer support;
- sales and marketing;
- general and administrative;
- amortization; and
- depreciation.
Cost of access revenues consists primarily of the costs of maintaining
sufficient capacity to provide service to subscribers. For an ISP, capacity is a
measurement of the ISP's ability to connect subscribers to the Internet.
Capacity costs include:
- the cost of leased routers and access servers and recurring
telecommunications costs, including the cost of local telephone lines
to carry subscriber calls to our points of presence, or POPs;
- the costs associated with leased lines connecting the Company's POPs
directly to the Internet or to our operations centers and connecting
the operations centers to the Internet; and
- Internet backbone costs, which are the amounts we pay to Internet
backbone providers for bandwidth which allows us to transmit data from
the Internet to its subscribers.
10
<PAGE> 11
We expect the cost of access revenues to increase over time on an absolute
basis, as our subscriber base grows. However, we expect to leverage the combined
scale of our ISPs to lower the cost of access revenues as a percentage of
revenues by:
- negotiating one or more relationships with national backbone providers
to connect our ISPs to the Internet;
- negotiating favorable local loop contracts and establishing
co-location arrangements with local exchange carriers;
- establishing relationships to reduce costs and improve
access and reliability for our subscribers; and
- negotiating discounts with equipment vendors.
Cost of other revenues consists primarily of:
- the salaries and benefits of the personnel providing installation of
equipment and software;
- Web development and technical services; and
- the cost of purchasing the equipment to provide these services. In the
case of equipment and software sales, the cost of other revenues
includes the cost of licensing software and purchasing equipment for
resale.
Operations and customer support primarily include personnel and related
expenses of customer service and technical support employees. We expect
operations and customer support expenses to increase over time to support new
subscribers and expand existing subscribers' service. New subscribers tend to
have particularly heavy customer service and technical support requirements.
Because we anticipate rapid growth in our subscriber base to continue, these
costs are expected to comprise an increasing percentage of expenses in the near
term. In addition, we have begun to consolidate our customer support operations
in three national call centers and increase our service level to 24 hours a
day, 7 days a week. This strategy will increase these expenses. In the longer
term, as a percentage of revenues, we believe operations and customer support
expenses should decline as we integrate our operations.
Sales and marketing includes the expenses associated with acquiring subscribers
and developing content. These costs include advertising, promotions, referral
bonuses, salaries and sales commissions. On a percentage of revenue basis, sales
and marketing expense is a relatively variable cost and will increase with our
development of a common brand supported by community-based marketing and
geographic community programs.
General and administrative expenses consist primarily of:
- the salaries and benefits and related expenses of our management and
administrative employees;
- the cost of consulting and professional fees related to integration.
We expect general and administrative costs to increase to support growth,
particularly as we integrate our operations by establishing network operations
centers, and by implementing common billing and financial reporting systems in
the near term. As a percentage of revenue, we have already begun to experience
the anticipated results of leveraging integration efficiencies, and over time,
we expect this trend to continue.
Amortization expense primarily relates to the amortization of goodwill and
customer lists resulting from the IPO Acquisitions and the Subsequent
Acquisitions. Our policy is to amortize, on a straight-line basis, the portion
of the acquisition purchase price attributable to customer lists and goodwill
over a three-year period.
Depreciation primarily relates to network and computing infrastructure and is
calculated over the estimated useful lives of the assets ranging from three to
seven years using the straight-line method. We expect our capital expenditures
to increase as we continue to expand our operations. We also anticipate that
financial resources will be utilized to acquire additional communications
equipment and improvements to technology that will allow our networks to grow to
support existing and new subscribers, build network operations and customer care
centers and integrate common billing and financial reporting systems.
11
<PAGE> 12
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1999
The following financial information for the three months ended June 30, 2000 and
1999 includes our historical consolidated results of operations of subsequent
acquisitions from the date of acquisition only.
<TABLE>
<CAPTION>
(Unaudited)
For the three months ended June 30,
2000 1999
---------- ---------
STATEMENTS OF OPERATIONS DATA:
<S> <C> <C>
Total revenues ............................................. $ 40,887 $ 23,012
Costs of access and other revenues ......................... 16,285 9,149
Operations and customer support ............................ 10,371 3,161
Sales and marketing ........................................ 8,003 3,327
General and administrative ................................. 11,075 7,456
Amortization ............................................... 33,763 22,296
Depreciation ............................................... 6,504 1,586
Other (income), net ........................................ (18) (83)
--------- ---------
Loss from operations ....................................... $ (45,096) $ (23,880)
========= =========
Approximate number of subscribers at the end of
the period .............................................. 794,000 472,000
========= =========
</TABLE>
The following table, which is based on the preceding table, shows a comparison
of costs of revenues and other expenses as a percentage of total revenues:
<TABLE>
<CAPTION>
(Unaudited)
For the three months ended June 30,
2000 1999
---------- ---------
COMBINED PERCENTAGE OF REVENUES:
<S> <C> <C>
Costs of access and other revenues ......................... 39.8% 39.8%
Operations and customer support ............................ 25.4% 13.7%
Sales and marketing ........................................ 19.6% 14.5%
General and administrative ................................. 27.1% 32.4%
Amortization ............................................... 82.6% 96.9%
Depreciation ............................................... 15.9% 6.9%
</TABLE>
We incurred an operating loss of $45,096 for the three months ended June 30,
2000 compared to an operating loss of $23,880 for three months ended June 30,
1999.
Total Revenues. Total revenues for the three months ended June 30, 2000 were
$40,887 compared to $23,012 for the three months ended June 30, 1999, an
increase of 77.7%. The increase was primarily attributable to an increase in the
number of subscribers as a result of internal growth and strategic acquisitions
since our IPO. Revenues related to the Subsequent Acquisitions totaled $14,273,
or 34.9% of total revenues. Total subscribers at June 30, 2000 were
approximately 794,000 compared to approximately 472,000 at June 30, 1999, an
increase of 322,000 or 68.2%. Of this increase, approximately 225,000
subscribers were a result of the Subsequent Acquisitions.
Access revenues for the three months ended June 30, 2000 were $39,720, compared
to $21,469 for the three months ended June 30, 1999, an increase of 85.0%. The
increase was primarily attributable to the increase in subscribers discussed
above, offset by the effects of promotional discounts during the comparative
periods.
Other revenues for the three months ended June 30, 2000 totaled $1,167 compared
to $1,543 for the three months ended June 30, 1999, a decrease of 24.4%. The
decrease was primarily attributable to a reduction of installation fees and
equipment sales, partially offset by an increase in advertising, e-commerce and
content revenue.
Total costs of access and other revenues. Total costs of access and other
revenues for the three months ended June 30, 2000 were $16,285, a 78.0% increase
from $9,149 for the three months ended June 30, 1999. Stated as a percentage of
revenues, the total costs of access and other revenues remained constant at
39.8% for the three months ended June 30, 2000 and 1999.
Operations and customer support expenses. Operations and customer support
expenses for the three months ended June 30, 2000 were $10,371, a 228.1%
increase from $3,161 for the three months ended June 30, 1999. As a percentage
of revenues, operations and customer support expenses for the three months ended
June 30, 2000 increased to 25.4% from 13.7% for the three months ended June 30,
1999. The increase is due to the opening and staffing of three national call
centers and extending service hours at existing call centers.
Sales and marketing expenses. Sales and marketing expenses for the three months
ended June 30, 2000 were $8,003, an increase of 140.5% from $3,327 for the three
months ended June 30, 1999. Sales and marketing expense as a percentage of
revenues for the three months ended June 30, 2000 increased to 19.6% from 14.5%
for the three months ended June 30, 1999. The increase is the result of
increased advertising and marketing promotions during the current period,
including those related to our OneMain branding initiatives.
General and administrative costs. General and administrative costs were $11,075
for the three months ended June 30, 2000, an increase of 48.5% from $7,456 for
the three months ended June 30, 1999. General and administrative costs as a
percentage of revenues for the three months ended June 30, 2000 were 27.1%
compared to 32.4% for the three months ended
12
<PAGE> 13
June 30, 1999. The decrease is the result of ongoing reductions in field
infrastructure associated with our various integration efforts during 2000.
Amortization. Amortization expense for the three months ended June 30, 2000
totaled $33,763 compared to $22,296 for the same period of the prior year. This
increase is primarily attributable to the increase in goodwill and customer
lists from the IPO Acquisitions and Subsequent Acquisitions and includes
adjustments related to the definitive purchase agreements and contingent
payments made to former owners.
Depreciation. Depreciation expense for the three months ended June 30, 2000
totaled $6,504 compared to $1,586 for the three months ended June 30, 1999. The
increase is due to increased capital expenditures in support of our national
network, call centers and computing platforms.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999
The following financial information for the six months ended June 30, 2000 and
1999 includes our historical consolidated results of operations of subsequent
acquisitions from the date of acquisition only.
The following pro forma financial information for the six months ended June 30,
1999 includes (a) our historical consolidated results combined with the 17 ISPs
as if the IPO Acquisitions had occurred on January 1, 1999; (b) the initial
public offering; (c) the amortization of goodwill resulting from the IPO
Acquisitions; (d) the elimination of interest expense for the debt that was paid
from the IPO proceeds; and, (e) an income tax benefit at an appropriate rate.
The pro forma financial information includes the results of operations of the
Subsequent Acquisitions from the dates of acquisition only.
The pro forma combined financial information does not purport to represent what
our results of operations would actually have been if such transactions and
events in fact had occurred on January 1, 1999 or to project our results of
operations for any future period.
<TABLE>
<CAPTION>
(Unaudited)
For the six months ended June 30,
2000 1999
--------- ----------
(Pro forma)
STATEMENTS OF OPERATIONS DATA:
<S> <C> <C>
Total revenues............................................. $ 80,699 $ 42,513
Costs of access and other revenues......................... 31,385 17,240
Operations and customer support ........................... 18,793 5,946
Sales and marketing ....................................... 17,531 5,696
General and administrative (exclusive of non-cash
compensation expense shown below)....................... 23,282 12,955
Restructuring charge....................................... 7,179 -
Non-cash compensation ..................................... - 2,469
Amortization............................................... 67,987 43,110
Depreciation............................................... 11,612 2,888
Other (income), net........................................ (75) (95)
--------- ---------
Loss from operations....................................... $ (96,995) $ (47,696)
========= =========
Approximate number of subscribers at the end of
the period................................................. 794,000 472,000
========= =========
</TABLE>
The following table, which is based on the preceding table, shows a comparison
of costs of revenues and other expenses as a percentage of total revenues:
<TABLE>
<CAPTION>
(Unaudited)
For the six months ended June 30,
2000 1999
--------- ----------
(Pro forma)
COMBINED PERCENTAGE OF REVENUES:
<S> <C> <C>
Costs of access and other revenues ...................... 38.9% 40.6%
Operations and customer support ......................... 23.3% 14.0%
Sales and marketing ..................................... 21.7% 13.4%
General and administrative (exclusive of non-cash
compensation expense shown below) .................... 28.9% 30.5%
Restructuring charge .................................... 8.9% 0.0%
Non-cash compensation ................................... 0.0% 5.8%
Amortization ............................................ 84.2% 101.4%
Depreciation ............................................ 14.4% 6.8%
</TABLE>
We incurred an operating loss of $96,995 for the six months ended June 30, 2000
compared to a pro forma operating loss of $47,696 for six months ended June 30,
1999.
Total Revenues. Total revenues for the six months ended June 30, 2000 were
$80,699 compared to $42,513 for the six months ended June 30, 1999, an increase
of 89.8%. The increase was primarily attributable to an increase in the number
of subscribers as a result of internal growth and strategic acquisitions since
our IPO. Revenues related to the Subsequent Acquisitions totaled $28,522, or
35.3% of total revenues. Total subscribers at June 30, 2000 were approximately
794,000 compared to approximately 472,000 at June 30, 1999, an increase of
322,000 or 68.2%. Of this increase, approximately 225,000 subscribers were a
result of the Subsequent Acquisitions.
Access revenues for the six months ended June 30, 2000 were $78,151, compared to
$39,436 for the six months ended June 30, 1999, an increase of 98.2%. The
increase was primarily attributable to the increase in subscribers discussed
above, offset by the effects of promotional discounts during the comparative
periods.
Other revenues for the six months ended June 30, 2000 totaled $2,548 compared to
$3,077 for the six months ended June 30, 1999, a decrease of 17.2%. The decrease
was primarily attributable to a reduction of installation fees and equipment
sales, partially offset by an increase in advertising, e-commerce and content
revenue.
13
<PAGE> 14
Total costs of access and other revenues. Total costs of access and other
revenues for the six months ended June 30, 2000 were $31,385, an 82.0% increase
from $17,240 for the six months ended June 30, 1999. Stated as a percentage of
revenues, the total costs of access and other revenues decreased to 38.9% from
40.6% for the six months ended June 30, 2000 and 1999, respectively. As
expected, the cost of access and other revenues, as a percentage of revenues,
has declined as we have begun to achieve the benefits of network integration.
Any decrease, however, may be partially offset by network improvements and
expansion projects.
Operations and customer support expenses. Operations and customer support
expenses for the six months ended June 30, 2000 were $18,793, a 216.1% increase
from $5,946 for the six months ended June 30, 1999. As a percentage of revenues,
operations and customer support expenses for the six months ended June 30, 2000
increased to 23.3% from 14.0% for the six months ended June 30, 1999.
The increase is due to the opening and staffing of three national call centers
and extending service hours at existing call centers.
Sales and marketing expenses. Sales and marketing expenses for the six months
ended June 30, 2000 were $17,531, an increase of 207.8% from $5,696 for the six
months ended June 30, 1999. Sales and marketing expense as a percentage of
revenues for the six months ended June 30, 2000 increased to 21.7% from 13.4%
for the six months ended June 30, 1999. The increase is the result of increased
advertising and marketing promotions during 2000. We increased sales and
marketing expenses relative to our common branding initiatives.
General and administrative costs. General and administrative costs were $23,282
for the six months ended June 30, 2000, an increase of 79.7% from $12,955 for
the six months ended June 30, 1999. General and administrative costs as a
percentage of revenues for the six months ended June 30, 2000 were 28.9%
compared to 30.5% for the six months ended June 30, 1999. The decrease is the
result of ongoing reductions in field infrastructure associated with our various
integration efforts during 2000.
Restructuring Charge. As part of our integration plan, the Company recognized
charges totaling $7,179 associated with our employee termination benefits and
related to the consolidation of our facilities during the six months ended June
30, 2000. The restructuring plan, which includes the net reduction of over 650
positions and consolidation of specifically identified facilities, was approved
by the Board of Directors and will be implemented and funded within a 12-month
period. Sources of funds for the cash outlays necessary will come from
operating activities, as well as additional funding sources, including the
convertible debentures and warrants previously described in our March 31, 2000
10Q filed with the SEC. As a result of this restructuring plan, we expect
facility costs and payroll expenses related to this restructuring to decrease
in future periods. This would affect operating expenses for operations and
customer support, sales and marketing, and general and administrative line
items. Any decrease, however, may be partially offset by expansion projects.
Through June 30, 2000, we terminated approximately 115 employees as a result of
this plan and charged approximately $673 against the liability "Restructuring
reserve." Excess facility charges totaled $64 and were recorded against the
same liability account. No additional adjustments have been made to the
reserve. There were no such restructuring costs recorded in the comparative
period of 1999.
Non-cash compensation expense. For the six months ended June 30, 2000, there
were no non-cash compensation expenses. For the six months ended June 30, 1999,
a non-cash compensation expense was recorded related to stock options granted to
consultants, and common stock issued to one executive.
Amortization. Amortization expense for the six months ended June 30, 2000
totaled $67,987 compared to $43,110 for the same period of the prior year. This
increase is primarily attributable to the increase in goodwill and customer
lists from the IPO Acquisitions and Subsequent Acquisitions and includes
adjustments related to the definitive purchase agreements and contingent
payments made to former owners.
Depreciation. Depreciation expense for the six months ended June 30, 2000
totaled $11,612 compared to $2,888 for the six months ended June 30, 1999. The
increase is due to increased capital expenditures in support of our national
network, call centers and computing platforms.
14
<PAGE> 15
BUSINESS MODEL
As a result of equity market trends in the consumer ISP market, we are revising
our business model to enhance our focus on business services and reduce our
reliance on revenue growth through acquisitions of consumer ISPs. We believe
that the combined consumer ISP/business services model will allow us to leverage
our continuing investments in infrastructure, brand, network, billing systems
and call centers over a broader revenue base. Although we are confident that our
enhanced business model will result in stronger long-term operating cash flows,
the interim reduction in the acquisitions of consumer ISPs may impede our
ability to leverage our immediate investment in infrastructure over the
short-term revenue base.
EFFECTS OF INFLATION
We do not believe that inflation has had a material impact on our results of
operations during the six months ended June 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, our combined cash and cash equivalents balance was $1,332
compared with $27,099 at December 31, 1999. This decrease is primarily
attributable to acquisitions, repayment of long-term debt assumed through
acquisitions, repayment of capital lease obligations and notes payable, and the
net effects from cash flows from operating and investing activities described
below. In addition, cash was used for our investment in integration of our
network and call centers.
Net cash used in operating activities was $23,890 for the six months ended June
30, 2000. Approximately $10,500 was used to fund our integration efforts and
operating losses. The remainder was primarily the result of increases in
accounts receivable and prepaid expenses and a decrease in accounts payable.
Net cash used in investing activities was $7,114 for the six months ended June
30, 2000. This was the result of the payment of the cash portion of the
purchase prices for Subsequent Acquisitions totaling $13,927, maturities net of
investments of marketable equity securities totaling $15,699, $2,350 additional
restricted assets for letters of credit related to lease obligations and
purchases of property, plant and equipment totaling $6,536.
Net cash provided by financing activities was $5,237 for the six months ended
June 30, 2000. We repaid capital lease obligations of $6,197 and notes payable
totaling $1,611. Proceeds from notes payable and the convertible debenture, net
of fees were $12,821. $224 was provided by the issuance of stock through our
employee stock purchase plan.
We expect our capital expenditures to increase as we continue to expand and
integrate our operations. We anticipate that financial resources will be
utilized in acquiring additional communications equipment and improvements to
technology that will allow our networks to grow to support existing and new
subscribers, build a network operations center and integrate billing and
financial reporting systems. We expect to pay out additional consideration that
may be issued pursuant to earn-out arrangements included in the definitive
agreements for the IPO Acquisitions and the Subsequent Acquisitions. The payment
of additional consideration is contingent upon the IPO and Subsequent
Acquisitions meeting certain operational and earning margin requirements. The
amount of the additional consideration will be payable in either cash or stock
at our option. We also expect to both pay additional consideration and to
recover amounts previously paid relating to the final purchase price
calculations of certain of the IPO and Subsequent Acquisitions. As of June 30,
2000, we estimate the amount of additional consideration to be approximately
$321, net of purchase price adjustments related to the definitive agreements.
Such amounts may be adjusted further in future quarters, based on the final
settlement of the contingent considerations, as well as additional consideration
for performance goals that may be met in 2000.
The provisions of the merger agreement with EarthLink limited the Company's
ability to obtain incremental financing as planned. As a result, on July 27,
2000, EarthLink and OneMain entered into a Reimbursement Agreement and a Limited
Guaranty, pursuant to which EarthLink agreed to guarantee up to $7.2 million in
payments to a marketing/advertising company for services rendered to OneMain. If
EarthLink's pending acquisition of OneMain fails to close, all amounts advanced
by EarthLink under such arrangement will convert into a loan from EarthLink to
OneMain, to bear interest at prime rate plus 1% and to be repaid in four equal
quarterly installments beginning December 15, 2000.
In addition, on August 2, 2000, EarthLink and OneMain entered into an
Advance/Repayment Agreement pursuant to which EarthLink advanced OneMain $12.5
million and provided to OneMain the availability of an additional credit
facility for up to $7.5 million. The amounts advanced under this agreement will
be used by OneMain to pay certain existing trade payables and to fund future
operating costs. If EarthLink's pending acquisition of OneMain fails to close,
all amounts advanced to OneMain will convert into a loan from EarthLink, to bear
interest at prime rate plus 2% and to be repaid within six months after such
termination. In addition, EarthLink's obligation to make further advances to
OneMain would cease. This loan is secured by OneMain subscribers.
We believe that the proceeds from these financing activities combined with our
cash on hand will be sufficient to fund operations through the end of 2000. We
anticipate the merger with EarthLink to be approved by our shareholders on
September 12, 2000, at which point, EarthLink's financial resources will support
OneMain's planned continued operations. If the merger does not proceed as
planned, we intend to meet our cash needed to fund operating and non-operating
activities through alternative sources of cash. We may determine to raise equity
capital or additional debt to fund these needs or to finance potential
acquisitions and/or to fund accelerated growth. Any significant acquisitions or
increases in our growth rate could materially affect our operating and financial
expectations and results, liquidity and capital resources.
15
<PAGE> 16
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC issued Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"), which is effective for fiscal
years beginning after December 15, 1999. We are in the process of reviewing our
revenue recognition policies to determine that they are in accordance with SAB
101. We anticipate that the adoption of SAB 101 will require us to change the
way in which we account for set-up fees associated with Internet access service.
Our historical practice has been to recognize the revenue associated with the
fees when charged. Under SAB 101, revenue for set-up fees generally should be
recognized on a straight-line basis over the contractual period or longer if the
relationship with the customer is expected to extend beyond the initial term and
the customer continues to benefit from the payment of the set-up fee. We
anticipate that we will account for the change in accounting principle as a
cumulative effect adjustment in the fourth quarter of 2000 and that the
adjustment will not be material.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report are "forward-looking
statements." These statements can sometimes be identified by our use of
forward-looking words such as "may," "will," "anticipate," "continue,"
"believe," "pro forma," "estimate," "expect" or "intend" or the negative thereof
or other variations thereon or comparable terminology. These forward-looking
statements are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. These risks and uncertainties include our ability
to:
- retain and grow our subscriber base;
- sustain our projected growth;
- successfully integrate new subscribers and/or assets obtained
through acquisitions;
- succeed in the highly competitive markets in which we operate;
- obtain required financing on favorable terms;
- reduce operating costs resulting from the integration and
optimization of our acquisitions;
- retain key employees;
- respond to technological developments affecting the Internet; and
- protect our intellectual property.
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 prospectus. These risks and uncertainties
are not intended to represent a complete list of all risks and uncertainties
inherent in our business, and no assurance can be given that future results
indicated, whether expressed or implied, will be achieved. These forward-looking
statements are based on current expectations, and we assume no obligation to
update this information. Therefore, our actual experience and results achieved
during the period covered by any forward-looking statement may differ
substantially from those stated or implied. The forward-looking statements
should be read together with the information presented in this Form 10-Q and
included elsewhere in recent SEC filings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to changes in interest rates from our borrowings and investments
in cash and cash equivalents and marketable securities. We believe that the
market risk associated with our cash and cash equivalents and marketable
securities is not material to our results of operations.
16
<PAGE> 17
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any pending litigation that would have a material effect
on our consolidated financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
From the effective date of the initial public offering registration statement
to June 30, 2000, the amount of net offering proceeds used for any purpose for
which at least 5% of the offering proceeds or $100,000 (whichever is less) was
used is as follows:
<TABLE>
<CAPTION>
<S> <C>
Repayment of indebtedness to directors and officers ............... $ 140
Repayment of indebtedness to others ............................... 12,954
Repayment of the founder notes .................................... 1,021
Cash portion of purchase price for IPO Acquisitions and
Subsequent Acquisitions ......................................... 148,938
Working capital, capital expeditures and integration costs......... 27,569
-------
Total ............................................................. $190,622
=======
</TABLE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of security holders at the 2000
Annual Meeting of Stockholders held on May 23, 2000:
1. Election of one Class I Director to the Board of Directors of the
Company. There were 15,317,816 cast for the election of Michael D. Read,
438,851 votes to withhold authority, and no abstentions.
The term of two Class II Directors, Thomas R. Eisenmann and Ella
Fontanals de Cisneros, and two Class III Directors, Stephen E. Smith and
Allon H. Lefever, did not expire at this Annual Meeting and each of them
continue to serve as directors of the Company.
2. Proposed Amendment to the Company's Amended and Restated 1999 Stock
Option and Incentive Plan to increase the number of shares reserved under
the plan from 5 million to 10 million. There were 6,098,556 votes cast
for approval of the amendment, 2,407,090 votes cast against approval of
the amendment and 29,126 abstentions.
3. Proposed ratification of the appointment of Ernst & Young LLP as the
independent auditors of the Company for the year ending December 31,
2000. There were 15,522,010 votes cast for ratification, 216,779 votes
cast against ratification and 17,938 abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: EXHIBIT 27: FINANCIAL DATA SCHEDULE
(b) Reports on Form 8-K:
On May 5, 2000, OneMain filed a Current Report on Form 8-K that contained
certain exhibits with respect to its Convertible Debenture Purchase Agreement
(the "Agreement") and Registration Rights Agreement on April 27, 2000 in
connection with the sale of up to an aggregate principal amount of $32,000 6.75%
Convertible Debentures and Warrants to purchase shares of the Company's common
stock. On April 27, 2000, pursuant to the Agreement, the Company sold 6.75%
Convertible Debentures in the aggregate principal amount of $12,000 and Warrants
to purchase common stock for net proceeds to the Company of $11,600.
On June 16, OneMain filed a Current Report on Form 8-K that contained certain
exhibits with respect to the report on June 7, 2000, in which OneMain.com, Inc.
will be acquired by EarthLink, Inc. ("EarthLink") for combination of cash and
EarthLink common stock.
17
<PAGE> 18
(c)
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 hereunto duly authorized.
ONEMAIN.COM, INC.
Date: August 10, 2000 By: /s/ Marian G. O'Leary
---------------------
Name: Marian G. O'Leary
Title: Chief Financial Officer
(Principal Financial Officer)
18
