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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
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/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-24408
IJNT.net, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0611753
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2030 MAIN STREET, 5TH FLOOR
IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 260-8100
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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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
As of August 10, 1999 there were 17,419,031 shares of Common Stock
outstanding.
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1
<PAGE>
IJNT.net, Inc.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1999 (unaudited) and March 31, 1999.................. 3
Consolidated Statements of Operation for the three months and nine months ended
June 30, 1999 and June 30, 1998 (unaudited)................................................... 4
Consolidated Statements of Cash Flows for the three months ended June 30, 1999
and June 30, 1998 (unaudited)................................................................. 5
Notes to Consolidated Financial Statements...................................................... 6
Item 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of
Operations...................................................................................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk................................... *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings........................................................................... *
Item 2. Changes In Securities and Use of Proceeds................................................... *
Item 3. Defaults Upon Senior Securities............................................................. *
Item 4. Submission of Matters to a Vote of Security Holders......................................... *
Item 5. Other Information........................................................................... 11
Item 6. Exhibits and Reports on Form 8-K............................................................ 11
SIGNATURES................................................................................................ 12
</TABLE>
* No information provided due to inapplicability of item.
2
<PAGE>
IJNT.net, Inc.
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1999 1999
-------------- --------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................................. $ 757 $ 903
Accounts receivable, net of allowance for doubtful accounts of $115
and $115, respectively.................................................. 560 176
Prepaid expenses and other current assets.................................. 260 387
-------------- --------------
Total current assets................................................ 1,577 1,466
Fixed assets, net of accumulated depreciation of $734 and $615, respectively.. 2,113 1,564
Other assets:
Deposits................................................................... 174 65
Loan to shareholder (Note 4)............................................... - 80
Licenses and other, net of accumulated amortization of $46 and $6,
respectively............................................................ 1,597 1,593
-------------- --------------
Total other assets.................................................. 1,771 1,738
-------------- --------------
Total assets........................................................ $ 5,461 $ 4,768
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................... $ 511 $ 283
Accrued liabilities........................................................ 60 5
Loan from stockholders..................................................... - 157
Accrued payroll, benefits and related costs................................ 167 200
Current portion of long term debt.......................................... 37 26
-------------- --------------
Total current liabilities........................................... 775 671
-------------- --------------
Long term debt................................................................ 191 196
-------------- --------------
Total liabilities................................................... 966 867
Shareholders' equity (Note 2):
Series A Convertible Preferred Stock, $.01 par value; authorized
1,000,000 shares; 2,625 and 2,000 issued and outstanding,
liquidation preference of $2,625 and $2,000, respectively............... - -
Common Stock, $.001 par value; authorized 20,000,000 shares;
17,538,416 and 16,098,129 issued and outstanding, respectively........... 18 16
Additional paid-in capital.................................................. 18,308 15,084
Accumulated deficit......................................................... (13,831) (11,199)
-------------- --------------
Total shareholders' equity.......................................... 4,495 3,901
-------------- --------------
Total liabilities and shareholders' equity.......................... $ 5,461 $ 4,768
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
IJNT.net, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
JUNE 30, JUNE 30,
1999 1998
-------------- --------------
<S> <C> <C>
Revenues...................................................... $ 925 $ 180
Operating expenses:...........................................
Network expenses............................................ 383 97
Payroll and related expenses................................ 896 305
Selling, general and administrative expenses................ 1,570 519
Depreciation and amortization............................... 167 41
-------------- --------------
Total operating expenses................................. 3,016 962
-------------- --------------
Operating loss................................................ (2,091) (782)
Interest income............................................. - 1
Interest expense............................................ - -
-------------- --------------
Net loss...................................................... (2,091) (781)
Preferred stock dividends..................................... (93) -
Preferred stock beneficial conversion feature
(Note 2)..................................................... (448) -
-------------- --------------
Net loss applicable to common stockholders.................... $ (2,632) $ (781)
============== ==============
Net loss per share, basic and diluted......................... $ (0.16) $ (0.06)
============== ==============
Weighted-average number of shares, basic and
diluted...................................................... 16,962,250 12,870,119
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
IJNT.net, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
JUNE 30, JUNE 30,
Cash flows used in operating activities: 1999 1998
-------------- --------------
<S> <C> <C>
Net loss................................................................... $ (2,091) $ (781)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization.......................................... 167 41
Stock issued for services.............................................. 140 89
Changes in current assets and liabilities.............................. (52) (329)
-------------- --------------
Net cash used in operating activities...................................... (1,836) (980)
-------------- --------------
Cash flows used in investing activities:
Purchases of fixed assets.................................................. (676) (104)
Receipt of loan due from shareholder....................................... 80 -
Purchase of licenses and other assets...................................... (153) -
-------------- --------------
Net cash used in investing activities...................................... (749) (104)
-------------- --------------
Cash flows provided by financing activities:
Repayments under long term debt agreement.................................. - (22)
Borrowings under long term debt agreement.................................. 6 -
Repayments of loan to shareholders......................................... (157) -
Proceeds from sale of preferred stock, net................................. 1,790 -
Proceeds from sale of Common Stock......................................... 800 1,487
-------------- --------------
Net cash provided by financing activities.................................. 2,439 1,465
-------------- --------------
Net (decrease) increase in cash and cash equivalents......................... (146) 381
Cash and cash equivalents at beginning of period............................. 903 63
-------------- --------------
Cash and cash equivalents at end of period................................... $ 757 $ 444
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
IJNT.net, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of IJNT.net, Inc. and
its wholly owned subsidiaries IJNT, Inc., Access Communications, Inc., Webit of
Utah, Inc., UrJet Backbone Network, Inc., Man Rabbit House Multimedia, Inc. and
Global Broadband Services, Inc. (collectively, the "Company"). All significant
inter-company transactions and balances have been eliminated.
The accompanying consolidated balance sheets at June 30, 1999, and the
consolidated statements of operations and of cash flows for the three fiscal
months ended June 30, 1999 are unaudited. These statements have been prepared on
the same basis as the Company's audited consolidated financial statements and in
the opinion of management reflect all adjustments, which are only of a normal
recurring nature, necessary for a fair presentation of the consolidated
financial position and results of operations for such periods. These unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements included in the Company's Form 10-KSB/A as
filed with the Securities and Exchange Commission on May 10, 2000.
Certain reclassifications have been made to the fiscal 1998 information to
conform it to the fiscal 1999 presentation.
2. CAPITALIZATION AND SHAREHOLDER'S EQUITY
GENERAL MATTERS
The Company was incorporated in the State of Delaware under the name Picometrix,
Inc. on June 11, 1992 and authorized 20,000,000 shares of $0.01 par value common
stock. On June 30, 1997 the Company effected a 2.3399365-for-1 share forward
stock split. The split increased the total outstanding shares from 579,600 to
1,356,377. On August 8, 1997 the Company issued 9,964,286 shares of post
forward-split stock to IJNT.net, Inc. (formerly known as InterJet Net, Inc. and
IJNT, Inc.) in conjunction with the purchase of all of the outstanding stock of
IJNT, Inc. On November 15, 1999, an amendment to the Articles of Incorporation
was approved by the Board of Directors to increase the number of authorized
shares of common stock to 50,000,000.
PRIVATE PLACEMENTS
In a private placement during the quarter ended June 30, 1999, the Company sold
600,000 shares of Common Stock for prices between $2.00 and $2.50 per share and
received $800, after offering costs of $545. The shares were issued at a
discount from the prevailing market price of the Company's common stock. The
shares were issued in reliance on the exemption registration provided under
Regulations D and S and in section 4(2) of the Securities Act of 1933, as
amended.
STOCK GRANTS
For the three months ended June 30, 1999, the Company issued 62,690 shares of
common stock in exchange for various professional services. The fair value of
the stock issued of $140 has been charged to operations.
6
<PAGE>
IJNT.net, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
2. CAPITALIZATION AND SHAREHOLDER'S EQUITY (CONTINUED)
CONVERTIBLE PREFERRED STOCK
In December 1998, the Company entered into an agreement with private investors
(the "Investors") whereby the Investors purchased 2,000 shares of the Company's
convertible Preferred Series A Stock (the "Preferred Stock") for a gross price
of $2,000, net of commissions of $200. In May 1999, the Agreement was amended to
include an additional 2,000 shares of Preferred Stock, which netted $1,790 (net
of $210 expenses) to the Company. The Preferred Stock is convertible at a
discount of 20% below the average closing price of the Company's common stock
for the five business days preceding the conversion request.
The convertible feature of the Preferred Stock provides for a rate of conversion
that is below market value, as discussed above. Such feature is normally
characterized as a "beneficial conversion feature". Pursuant to Emerging Issues
Task Force No. 98-5 ("EITF 98-5"), the Company has determined the value of the
beneficial conversion feature of the second issuance of Preferred Stock to be
$448. The Beneficial Conversion feature for the December 1, 1998 issuance of
2,000 shares was $364. In the calculation of basic and diluted net loss per
share, such beneficial conversion features have increased the net loss
applicable to common shareholders.
A dividend of 8% per year accrues on unconverted Preferred Stock held by the
Investors. The dividend is not paid in cash but is converted into additional
shares of the Company's common stock at the time of the Preferred Stock
conversion. As of June 30, 1999, the Company has recorded accrued dividends
payable totaling $45. Dividends incurred for the three months ended June 30,
1999 were $93.
During the three months ended June 30, 1999, 1,375 shares of Preferred Stock
were converted into 751,591 shares of common stock and $48 in related dividends
was converted into 26,006 shares of common stock, for a total of 777,597 shares
of common stock issued in connection with the Preferred Stock conversions.
3. EARNINGS PER SHARE DISCLOSURE
Basic earnings per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of shares of the Company's common
stock, after giving consideration to shares subject to repurchase that are
outstanding during the period. Net loss applicable to common shareholders has
been increased for the effect of the preferred stock beneficial conversion
feature (see Note 2).
Diluted earnings per share is determined in the same manner as basic earnings
per share except that the number of shares is increased assuming exercise of
dilutive stock options and warrants using the treasury stock method. Shares
issuable upon conversion of Preferred Stock of 1,052,155, and upon the exercise
of outstanding warrants totaling 50,000 and 0 as of June 30, 1999 and 1998,
respectively, have been excluded from the computation since their effect would
be antidilutive.
4. RELATED PARTY TRANSACTIONS
In April 1999, 50,000 shares of common stock were issued to a company owned by
J.R. Marple in exchange for frequency licenses. Mr. Marple is the son of Jon
Marple, CEO of the Company. An amount of $102 was charged to operations during
the current fiscal year for these licenses (see management discussion and
analysis of network expenses).
At March 31, 1999, the Company owed two stockholders $157, payable within the
next twelve months without interest. This amount was fully repaid prior to June
30, 1999. In addition, the Company was owed $80 by Jon Marple, CEO and Mary
Blake, President, payable within the next twelve months without interest. These
receivables were satisfied by the transfer of property, including office
equipment and supplies, prior to June 30, 1999.
5. INCOME TAXES
The Company has incurred losses for both financial and tax reporting purposes
for all periods presented. As a result, the Company's provision for taxes
consists solely of minimum state taxes.
7
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IJNT.net, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6. WARRANTS OR OPTIONS TO PURCHASE COMMON STOCK
At June 30, 1999, there were warrants to purchase shares of the Company's common
stock as shown in the table below. Additionally, and as described in Note 2
above, the outstanding Preferred Series A Stock is convertible into 1,052,155
shares of common stock in the Company. The weighted average exercise price of
all warrants below is $3.24 per share. All the warrants below are immediately
exercisable.
The following represents all warrants outstanding as of June 30, 1999:
DATE OF GRANT NUMBER OF SHARES EXERCISE PRICE
------------- ---------------- --------------
May 26, 1999 25,000 $ 3.24
May 26, 1999 25,000 $ 3.24
----------------
TOTAL 50,000
================
7. SUBSEQUENT EVENT
On July 30, 1999, the Company entered into a Master Purchase Agreement and
secured line of credit agreement (the "Agreement") with Nortel Networks
("Nortel"), a Canadian corporation that manufactures telecommunications
equipment. The Agreement provides for aggregate borrowings totaling $39,000.
Under terms of the Agreement, Nortel will provide the Company with $7,000 in
operating capital, to be repaid from future public equity fundraising by the
Company. Interest expense on the outstanding borrowings under this operating
capital line of credit accrues monthly at a rate of 13% per annum. The operating
capital line of credit and all unpaid interest is due in full on July 30, 2000.
The Agreement also extends a $32,000 line of credit to the Company to purchase
goods and services from Nortel over the next two years for the build-out of the
Company's DSL network. Activation of this line of credit is contingent upon
future public equity fundraising by the Company. This equity must be recorded in
the Urjet Backbone Network (UBN) subsidiary to activate the credit line. When
activated, this loan will have a draw period of fifteen months from the original
closing date of July 30, 1999, which expires October 30, 2000. Interest on
outstanding amounts accrues monthly during the draw period at the rate of either
LIBOR plus 4.75% or the base rate plus 3.75% per annum. After the draw period
expires, interest is payable monthly in arrears. The principal is payable over
three years in 12 equal quarterly installments beginning after the end of the
draw period.
In conjunction with the Agreement, the Company issued warrants to Nortel to
purchase 492,094 shares of the Company's common stock at a price of $4.97 per
share. These warrants were immediately exercisable and expire on July 29, 2004.
In addition, the Company will be required to pay an amount of $660 as a loan
origination fee in connection with the $32,000 line of credit with Nortel
discussed above.
8. CHANGES TO FINANCIAL STATEMENTS
The consolidated financial statements as of and for the three months ended June
30, 1999 have been restated to correct the following errors:
During the three months ended June 30, 1999, 62,690 shares of common stock were
issued for services. The Company has recorded the value of the shares tendered
using the free-trading market price on the date of transfer as the basis for all
such issuances. Such entries resulted in additional expense of $140 for the
three months ended June 30, 1999.
In connection with the convertible Preferred Stock, the Company has recognized a
beneficial conversion feature in the amount of $448. In addition, the Company
has recognized a total of $93 in dividends related to the Preferred Stock.
The Company has restated revenue to comply with SEC guidelines for accounting
issues related to Internet operations to the net method for revenues related to
the Fair Auction subsidiary. This change resulted in a $228 decrease to revenue
but had no impact on operations.
8
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IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS
INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO,
THOSE RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING RESULTS AND
FINANCIAL POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS OF THE
COMPANY. ALL FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING SUCH
STATEMENTS HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT TO
CHANGE BASED ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE
COMPANY'S ACTUAL RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF
VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION FACTORS DESCRIBED IN THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS AFFECTING
THE COMPANY'S FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
OVERVIEW
The majority of the Company's revenues were derived from its wireless and
dial-up ISP operations under the name of "UrJet Internet" for the three months
ending June 30, 1999 and 1998. The Company currently operates five wireless
systems: Salt Lake City, Utah (launched in January 1998); Beaumont, Texas
(launched in March 1998 - currently this system is only offering dial-up
services); Houston, Texas (a dial-up ISP was acquired in January of 1998 and
wireless services commenced during the quarter ended June 30, 1999); San
Francisco Bay Area, California (acquired in January 1999); and Irvine/Orange
County, California (wireless services commenced during the quarter ended June
30, 1999).
The Man Rabbit House Multimedia ("MRHM") subsidiary provides high-end web site
design and development for a diverse range of clients. In April 1999, the
Company acquired rights to the Fair Auction web site, whereby merchandise is
sold to customers via auction-style bidding. The Company records revenue based
on the income received from purchase of items on the website, net of the
contractual amount remitted to the seller.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998
Total revenues increased 415% or $0.7 million to $0.9 million for the three
months ending June 30, 1999 compared to revenues of $0.2 million for the three
months ending June 30, 1998. Revenue contributed by wireless and dialup services
was 59% of the total revenue for the three months ended June 30, 1999 compared
to 100% of total revenue for the previous year. The decrease in percentage of
revenue contributed by wireless and dialup revenue is due to the addition of the
MRHM subsidiary.
The Company incurred network expenses totaling $0.4 million for the three months
ended June 30, 1999 compared to $0.1 million for the three months ended June 30,
1998, an increase of 293% or $0.3 million. The increase is due to the additional
volume of wireless and dialup customers. In addition, included in the 1999
figure is $0.1 million in frequency licenses that were purchased from an outside
party with 50,000 shares of the Company's common stock. It is anticipated that
total network expenses will continue to increase for the foreseeable future,
although the Company plans to generate additional revenue to offset such costs.
The Company incurred payroll and related expenses of $0.9 million for the three
months ended June 30, 1999 compared to $0.3 million for the three months ended
June 30, 1998, an increase of 194% or $0.6 million. The increase is due to
growth in headcount in all areas of the Company to support its growth
objectives.
The Company incurred total selling, general and administrative expenses ("SG&A")
of $1.5 million for the three months ended June 30, 1999, compared with $0.5
million for the three months ended June 30, 1998, an increase of $1.0 million or
203%. The increase is due to continued expansion of the sales and marketing
efforts, professional fees and the increases in operating costs of the Company's
offices throughout the United States. Also, during the three months ended June
30, 1999, the Company issued 12,690 shares of its common stock in exchange for
financial professional services. The fair value of the shares issued of $38,070
has been charged to operations.
9
<PAGE>
IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
The Company incurred total selling, general and administrative expenses ("SG&A")
of $1.5 million for the three months ended June 30, 1999, compared with $0.5
million for the three months ended June 30, 1998, an increase of $1.0 million or
203%. The increase is due to continued expansion of the sales and marketing
efforts, professional fees and the increases in operating costs of the Company's
offices throughout the United States. Also, during the three months ended June
30, 1999, the Company issued 12,690 shares of its common stock in exchange for
financial professional services. The fair value of the shares issued of $38,070
has been charged to operations.
The Company incurred depreciation and amortization costs of $0.2 million for the
three months ended June 30, 1999 compared to $40,609 for the corresponding
period of the previous year, an increase of 312%. The increase is generally due
to the fixed assets placed into service during fiscal 1999, particularly for
computer equipment and network equipment.
The Company incurred a net loss of $2.1 million for the three months ended June
30, 1999, compared to a net loss of $0.8 million for the three months ended June
30, 1998. The Company plans to continue to increase revenues and gross profit in
the upcoming fiscal year while controlling the growth of SG&A expenses. The
Company does not anticipate generating net income in the near future, although a
decrease in the net loss is expected.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities was $1.8 million for the six months ended June
30, 1999 compared to $1.0 million for the six months ended June 30, 1998. Cash
was impacted primarily by the Company's operating activities for the six months
ended December 1999. Included in the operating activities was $0.1 million in
stock value that was issued for services, primarily technical and marketing
professional services.
Cash used for purchases of fixed assets was $0.7 million for the six months
ended June 30, 1999 and $0.1 million for the six months ended June 30, 1998. The
expenditures during 1999 were primarily for computer and office equipment.
PRIVATE PLACEMENT
In a private placement during the quarter ended June 30, 1999, the Company sold
600,000 shares of Common Stock for prices between $2.00 and $2.50 per share and
received $0.8 million, after offering costs of $0.5 million. The shares were
issued at a discount from the prevailing market price of the Company's common
stock.
CONVERTIBLE PREFERRED STOCK
In December 1998, the Company entered into an agreement with private investors
(the "Investors") whereby the Investors purchased 2,000 shares of the Company's
convertible Preferred Series A Stock (the "Preferred Stock") for $2.0 million,
net of commissions of $0.2 million. In May 1999, the Agreement was amended to
include an additional 2,000 shares of Preferred Stock, which netted $1.8 million
(net of $0.2 million expenses) to the Company. The Preferred Stock is
convertible at a discount of 20% below the average closing price of the
Company's common stock for the five business days preceding the conversion
request.
A dividend of 8% per year accrues on unconverted Preferred Stock held by the
Investors. The dividend is not paid in cash but is converted into additional
shares of the Company's common stock at the time of the Preferred Stock
conversion. As of September 30, 1999, the Company has recorded accrued dividends
payable totaling $0.1 million.
During the six months ended September 30, 1999, 1,375 shares of Preferred Stock
were converted into 751,591 shares of common stock and $47,666 in related
dividends was converted into 26,006 shares of common stock, for a total of
777,597 shares of common stock issued in connection with the Preferred Stock
conversions.
10
<PAGE>
IJNT.net, Inc.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On July 30, 1999, the Company entered into a Master Purchase Agreement and
secured line of credit agreement (the "Agreement") with Nortel Networks
("Nortel"), a Canadian corporation that manufactures telecommunications
equipment. The Agreement provides for aggregate borrowings totaling $44.0
million. Under terms of the Agreement, Nortel will provide the Company with $7.0
million in operating capital, to be repaid from future public equity fundraising
by the Company. Interest expense on the outstanding borrowings under this
operating capital line of credit accrues monthly at a rate of 13% per annum. The
operating capital line of credit and all unpaid interest is due in full on July
30, 2000.
The Agreement also extends a $32.0 million line of credit to the Company to
purchase goods and services from Nortel over the next two years for the
build-out of the Company's DSL network. This loan has a draw period of fifteen
months from the original closing date of July 30, 1999, which expires October
30, 2000. Interest on outstanding amounts accrues monthly during the draw period
at the rate of either LIBOR plus 4.75% or the base rate plus 3.75% per annum.
After the draw period expires, interest is payable monthly in arrears. The
principal is payable over three years in 12 equal quarterly installments
beginning after the end of the draw period.
In conjunction with the Agreement, the Company issued warrants to Nortel to
purchase 492,094 shares of the Company's common stock at a price of $4.97 per
share. These warrants were immediately exercisable and expire on July 29, 2004.
In addition, the Company will be required to pay an amount of $0.7 million as a
loan origination fee in connection with the $37.0 million line of credit with
Nortel discussed above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports of Form 8-K
None.
11
<PAGE>
IJNT.net, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 5, 2000
IJNT.net, Inc.
/s/ JON H. MARPLE
---------------------------------------
Jon H. Marple, Chief Executive Officer
and Chairman of the Board
/s/ MARY E. BLAKE
---------------------------------------
Mary E. Blake, President, Secretary and
Vice Chairman of the Board
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from IJNT.net, Inc. June 30, 1999 financial statements and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000925739
<NAME> IJNT.net, Inc.
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<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 757
<SECURITIES> 0
<RECEIVABLES> 560
<ALLOWANCES> 0
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0
0
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</TABLE>
