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TYPE: 425
SEQUENCE: 1
DESCRIPTION: NEWS RELEASE FILED PURSUANT TO RULE 425
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Filed by: RMI.NET, Inc.
This communication is filed pursuant to Rules 165
and 425, as promulgated under the Securities Act of
1933, as amended.
Subject Company: Internet Communications
Corporation
Commission File No. 0-19578
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THIS NEWSPAPER ARTICLE IS FILED BY RMI.NET, INC. PURSUANT TO RULES 165 AND 425
OF THE SECURITIES ACT OF 1933 AND IS THEREBY DEEMED FILED PURSUANT TO RULE
14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934. INVESTORS ARE URGED TO READ
THE VARIOUS FILINGS OF RMI.NET, INC AND INTERNET COMMUNICATIONS CORPORATION THAT
HAVE BEEN AND WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH
RESPECT TO RMI.NET'S PROPOSED ACQUISITION OF INTERNET COMMUNICATIONS
CORPORATION, INCLUDING THE PROXY STATEMENT/REGISTRATION STATEMENT THAT IS
REQUIRED TO BE FILED WITH RESPECT TO THE PROPOSED ACQUISITION. THE SECURITIES
AND EXCHANGE COMMISSION FILINGS ARE AVAILABLE TO THE PUBLIC AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. INVESTORS CAN ALSO
OBTAIN FREE COPIES OF THE DOCUMENTS RELATING TO RMI.NET, INC. BY CONTACTING
CHRISTOPHER J. MELCHER, VICE PRESIDENT AND GENERAL COUNSEL, RMI.NET, INC. LEGAL
DEPARTMENT, 999 EIGHTEENTH STREET, SUITE 2201, DENVER, COLORADO 80202, (303)
672-0700, http://www.rmi.net.
Set forth below is a press release issued by RMI.NET, Inc.
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[RMI.NET LOGO]
FOR IMMEDIATE RELEASE: PLEASE CONTACT:
November 14, 2000 Jeremy Bronson
Phone: 303.672.0706
Email: [email protected]
RMI.NET CUTS EBITDA LOSS BY 30%, APPROACHES EBITDA NEUTRALITY
Nine-Month Revenue Up 66% over 1999
DENVER - RMI.NET, Inc. (NASDAQ: RMII), a national e-commerce/Web solutions and
connectivity company, today reported that revenue for the first nine months of
the year was up 66% over the same period in 1999, to $34.4 million. Quarterly
revenues of $10.7 million for the period ended September 30, 2000, were up 17%
from the same period a year ago.
Gross profit in the third quarter improved to $4.8 million, up 14% from the
comparable period a year ago. The company also achieved a gross margin of 45% in
the third quarter.
RMI.NET reported an EBITDA1 loss per share of 12 cents for the third quarter of
2000, a 40% improvement versus the same period in 1999 and a 29% improvement
over the second quarter of 2000. RMI.NET reported an EBITDA loss per share of
$1.10 for the nine months ended September 30, 2000.
On an earnings per share (EPS) basis, the Company reported a loss of $0.33 per
share for the three months ended September 30, 2000, better by 16% than EPS in
the third quarter a year ago.
Douglas H. Hanson, RMI.NET's Chairman and Chief Executive Officer, said, "Our
primary emphasis this year has been to improve our bottom-line financial
results, and this quarter's results offer further proof of our ability to
achieve the goals we set. These results are in line with our objective of
getting to EBITDA breakeven in December 2000," said. "We are especially pleased
to have made so much progress during the third quarter and expect to meet our
target next month."
"We continue to focus on the implementation of our five-point strategic action
plan and have announced several achievements along those lines during the third
quarter and the first half of this fourth quarter," added Hanson.
Note - RMI.NET has scheduled a conference call for 4:15 PM Eastern time on
Tuesday, November 14, 2000, that can be accessed through the company's website,
www.rmi.net. Click on the Investor Relations link and then click on either of
the hyperlinks marked "Live Webcast." The event can be heard live and will
subsequently be accessible as an archived file and text-file transcript.
ABOUT RMI.NET
Denver-based RMI.NET is a national e-commerce and connectivity company focusing
on Web solutions for small and medium-sized businesses. The company specializes
in e-business applications; hosting, co-location, and web solutions, including
design and marketing; and high-speed Internet access, including digital
subscriber line (DSL)
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1 EBITDA represents operating loss before depreciation and amortization. EBITDA
is not a measurement of financial performance under generally accepted
accounting principles and should not be considered to be an alternative to the
net income measure of performance.
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service. RMI.NET has annualized revenue of approximately $50 million and more
than 100,000 customers nationwide. The company wholly owns a shopping,
e-commerce and portal site, www.webzone.com. For more information, call (800)
411-6066, or visit RMI.NET's web site at www.rmi.net.
This press release may contain forward-looking statements. Although the company
believes these statements are based on reasonable assumptions, differences
between assumed facts and actual results can be material, depending on the
circumstances. For example, RMI.NET may not correctly predict or respond to
changes in technology, may not be able to complete the integration of its
acquisitions effectively, may be adversely affected by government regulation or
competition, or may not have sufficient capital available to execute its
business plan. Investors should be aware of the important factors and risks that
could have a material impact on future results and should refer to the
cautionary statements sections of RMI.NET's periodic filings with the Securities
and Exchange Commission, including the most recent forms 10-K and 10-Q.
OPERATING RESULTS - UNAUDITED
(In Thousands Except for Per Share Amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ---------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Connectivity services $ 8,996,850 $ 8,058,486 $ 28,119,207 $ 17,859,424
Web solutions 1,689,977 1,073,115 6,293,157 2,923,935
------------ ------------ ------------ ------------
TOTAL REVENUES $ 10,686,827 $ 9,131,601 $ 34,412,364 $ 20,783,359
COSTS AND EXPENSES
Cost of Revenues $ 5,878,079 $ 4,925,832 $ 19,706,569 $ 10,842,354
Selling 1,431,822 1,712,389 5,074,100 3,726,203
General & Administrative 5,960,246 5,562,262 19,918,989 13,770,819
Depreciation & Amortization 4,308,226 2,275,010 12,812,735 4,879,947
------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES $ 17,578,373 $ 14,475,493 $ 57,512,393 $ 33,219,323
OPERATING LOSS $ (6,891,546) $ (5,343,892) $(23,100,029) $(12,435,964)
OTHER INCOME (EXPENSE)
Interest expense $ (274,827) $ (140,471) $ (517,381) $ (368,968)
Interest income 45,045 52,298 253,476 120,741
PREFERRED STOCK DIVIDENDS $ -- $ 21,654 $ -- $ 199,261
NET LOSS $ (7,121,328) $ (5,453,719) $(23,363,934) $(12,883,452)
EBITDA $ (2,583,320) $ (3,090,536) $(10,287,294) $ (7,755,278)
LOSS PER SHARE $ (0.33) $ (0.35) $ (1.10) $ (1.09)
EBITDA Loss Per Share $ (0.12) $ (0.20) $ (0.48) $ (0.66)
Weighted Average Shares 21,629 15,471 21,294 11,806
</TABLE>
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This release is for informational purposes only. It is not an offer to buy any
shares of Internet Communications Corporation ("ICC") common stock or a
solicitation of an offer to sell any shares of RMI.NET, Inc. common stock. The
solicitation of offers to exchange ICC common stock for shares of RMI.NET common
stock will only be made pursuant to a prospectus, proxy statement, and related
materials that RMI.NET and ICC have sent to RMI.NET and ICC shareholders. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold, nor may
offers to buy be effected prior to the time the registration statement becomes
effective. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which the offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
In connection with the exchange offer described above, RMI.NET and ICC are in
the process of soliciting proxies from their respective shareholders to approve
the issuance of stock in the exchange offer at a special meeting to be held on
November 28, 2000. RMI.NET and ICC have filed proxy statements with the
Securities and Exchange Commission regarding the solicitation. RMI.NET and ICC
shareholders will be able to obtain the prospectus, the registration statement,
the proxy statements, and any other solicitation materials relating to the
exchange offer for no cost at the Securities and Exchange Commission's web site
at www.sec.gov or from RMI.NET by directing requests to Christopher J. Melcher
at (303) 672-0700. RMI.NET and ICC shareholders are urged to carefully read the
complete terms and conditions of those materials, which contain important
information regarding the exchange offer, prior to making any decisions with
respect to the exchange offer.
