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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q/A
--------------------
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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
----------------------
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 November 5, 1999 there were 17,870,980 shares of Common Stock
outstanding.
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<TABLE>
IJNT.net, Inc.
INDEX
<CAPTION>
PAGE NO.
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<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30,1999 (unaudited) and March 31, 1999.............. 3
Consolidated Statements of Operation for the three months and six months ended
September 30,1999 and September 30,1998 (unaudited)........................................... 4
Consolidated Statements of Cash Flows for the six months ended September 30,1999
and September 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...................................................................................... 10
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........................................................................... 15
Item 6. Exhibits and Reports on Form 8-K............................................................ 15
SIGNATURES................................................................................................ 15
</TABLE>
2
<PAGE>
IJNT.net, Inc.
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<CAPTION>
ASSETS
SEPTEMBER 30, MARCH 31,
1999 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................. $ 5,449 $ 903
Accounts receivable, net of allowance for doubtful accounts of $136 and
$115, respectively...................................................... 578 176
Prepaid expenses and other current assets................................. 132 387
------------ ------------
Total current assets............................................... 6,159 1,466
Fixed assets, net of accumulated depreciation of $925 and $615, respectively. 5,399 1,564
Other assets:
Deposits.................................................................. 118 65
Deferred financing costs.................................................. 2,254 -
Loan to shareholder (Note 4).............................................. 0 80
Licenses and other, net of accumulated amortization of $85 and $6,
respectively........................................................... 1,531 1,593
------------ ------------
Total other assets................................................. 3,903 1,738
------------ ------------
Total assets....................................................... $ 15,461 $ 4,768
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable (Note 7)................................................. $ 3,597 $ 283
Accrued liabilities....................................................... 837 5
Loan from stockholders.................................................... - 157
Accrued payroll, benefits and related costs............................... 217 200
Line of credit (Note 7)................................................... 7,000 -
Current portion of long term debt......................................... - 26
------------ ------------
Total current liabilities.......................................... 11,651 671
Long term debt............................................................... - 196
------------ ------------
Total liabilities.................................................. 11,651 867
------------ ------------
Shareholders' equity:
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;
17,687,459 and 16,098,129 issued and outstanding, respectively.......... 18 16
Additional paid-in capital................................................. 20,860 15,084
Accumulated deficit........................................................ (17,068) (11,199)
------------ ------------
Total shareholders' equity......................................... 3,810 3,901
------------ ------------
Total liabilities and shareholders' equity......................... $ 15,461 $ 4,768
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
3
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<TABLE>
IJNT.net, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------- --------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues..........................................$ 740 $ 364 $ 1,665 $ 544
Operating expenses:...............................
Network expenses................................ 626 47 1,009 145
Payroll and related expenses.................... 1,156 496 2,052 801
Selling, general and administrative expenses.... 1,574 707 3,144 1,226
Depreciation and amortization................... 230 57 397 98
------------- ------------- ------------- -------------
Total operating expenses..................... 3,586 1,307 6,602 2,270
------------- ------------- ------------- -------------
Operating loss.................................... (2,846) (943) (4,937) (1,726)
Interest income................................. 13 19 13 20
Interest expense................................ (350) (1) (350) (1)
------------- ------------- ------------- -------------
Net loss.......................................... (3,183) (925) (5,274) (1,707)
Accrued preferred stock dividend.................. (54) - (147) -
Value of preferred stock beneficial conversion
feature (Note 2)................................ - - (448) -
------------- ------------- ------------- -------------
Net loss applicable to common stockholders........$ (3,237) $ (925) $ (5,869) $ (1,707)
============= ============= ============= =============
Net loss per share, basic and diluted.............$ (0.18) $ (0.07) $ (0.34) $ (0.12)
============= ============= ============= =============
Weighted-average number of shares, basic and
diluted......................................... 17,621,965 14,157,416 17,292,108 14,532,985
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
</TABLE>
4
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<TABLE>
IJNT.net, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
SIX MONTHS ENDED
------------------------------
SEPTEMBER 30, SEPTEMBER 30,
Cash flows used in operating activities: 1999 1998
------------ ------------
<S> <C> <C>
Net loss.................................................................... $ (5,274) $ (1,707)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization........................................... 397 98
Amortization of deferred financing costs................................ 350 -
Stock issued for services............................................... 748 482
Changes in current assets and liabilities............................... 3,257 (139)
------------ ------------
Net cash used in operating activities....................................... (522) (1,266)
------------ ------------
Cash flows used in investing activities:
Purchases of fixed assets................................................... (4,073) (325)
Purchase of licenses and other assets ...................................... (70) (39)
------------ ------------
Net cash used in investing activities....................................... (4,143) (364)
------------ ------------
Cash flows provided by financing activities:
Borrowings under line of credit ............................................ 7,000 -
Repayments of long term debt................................................ (222) (101)
Repayments of loan to shareholders.......................................... (157) -
Proceeds from sale of preferred stock, net.................................. 1,790 -
Proceeds from sale of common stock, net..................................... 800 4,150
------------ ------------
Net cash provided by financing activities................................... 9,211 4,049
------------ ------------
Net increase in cash.......................................................... 4,546 2,419
Cash at beginning of period................................................... 903 63
------------ ------------
Cash at end of period......................................................... $ 5,449 $ 2,482
============ ============
Supplemental schedule of non-cash financing activities:
Warrants issued in connection with debt financing........................... $ 1,944 $ -
============ ============
Repayment of loan due from shareholder with contribution of fixed assets.... $ 80 $ -
============ ============
Other disclosures:
Cash paid during the period for interest.................................... $ - $ 10
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
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 September 30, 1999, and the
consolidated statements of operations and cash flows for the three and six
months ended September 30, 1999 and 1998 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 1998 information to conform it
to the 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 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 $800, after offering costs of $545. The shares were issued at a
discount from the prevailing market price of the Company's common stock and 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 and six months ended September 30, 1999, the Company issued
123,866 and 186,556, respectively, shares of common stock in exchange for
various professional services. The fair value of the stock issued of $498 and
$638, respectively, has been charged to operations. In addition, 25,177 shares
of common stock were issued to certain employees as incentives grants or due to
terms of employment agreements during the three months ended September 30, 1999.
The corresponding fair value of the stock of $110 has been charged to operations
as compensation expense. No shares were issued to employees during the first
fiscal quarter of 1999.
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.
6
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IJNT.net, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
2. CAPITALIZATION AND SHAREHOLDERS' EQUITY (CONTINUED)
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 September 30, 1999, the Company has recorded accrued dividends
payable totaling $99. Dividends incurred for the three and six months ended
September 30, 1999 were $54 and $147, respectively.
During the six months ended September 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 1,151,316 and 0, respectively,
and upon the exercise of outstanding warrants totaling 617,094 and 0 as of
September 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
<PAGE>
IJNT.net, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6. WARRANTS TO PURCHASE COMMON STOCK
At September 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 1,151,316
shares of common stock in the Company as of September 30, 1999. The weighted
average exercise price of all warrants below is $4.53 per share. All the
warrants below are immediately exercisable.
The following represents all warrants outstanding as of September 30, 1999:
DATE OF GRANT NUMBER OF SHARES EXERCISE PRICE
------------- ----------------- --------------
May 26, 1999 25,000 $ 3.24
May 26, 1999 25,000 3.24
July 16, 1999 75,000 2.50
July 30, 1999 (Note 7) 492,094 4.97
----------- ---------
TOTAL 617,094 $ 4.53
=========== =========
7. DEBT
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.
As of September 30, 1999, the Company had $7,000 outstanding under the operating
capital line of credit.
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. In
anticipation of the activation of this line, accounts payable of $2,860 have
been incurred with Nortel, which will be moved to the line when it is activated.
This amount was used by the Company to purchase a Nortel DMS-500
telecommunications switch that was installed at the Company's Los Angeles
facility during the third quarter of fiscal 1999. 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 accordance with FAS 123, these warrants were valued at $1,944, which is
classified on the consolidated balance sheets as an original issue discount and
is being amortized over twelve months. During the six months ended September 30,
$324 of this discount had been amortized and charged to interest expense.
In addition, the Company was required to pay $660 as a loan origination fee in
connection with the $37,000 line of credit with Nortel discussed above. This fee
becomes payable as of January 1, 2000, and has been accrued as of July 30, 1999
on the consolidated balance sheets. The fee is being amortized over the term of
the loan of 51 months. During the six months ended September 30, 1999, $26 of
this discount was amortized and charged to interest expense.
8. CHANGES TO FINANCIAL STATEMENTS
The consolidated financial statements as of and for the six months ended
September 30, 1999 have been restated to correct the following errors:
During the six months ended September 30, 1999, 211,733 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
$748 for the six months ended September 30, 1999.
The loan origination fee of $660 and the value of the warrants of $1,944, both
related to the financing agreement with Nortel, were not previously reflected in
the consolidated financial statements. Such items have now been recorded,
resulting in an increase to liabilities and shareholders' equity, respectively.
The Company has also recorded the amortization of the loan origination fee and
the warrants, totaling $26 and $324, respectively, resulting in a charge to
interest expense.
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 $147 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 $293 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 and international ISP operations under the name of "UrJet Internet"
for the six months ending September 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 after the end of the March 31, 1999 fiscal
year); San Francisco Bay Area, California (acquired in January 1999); and
Irvine/Orange County, California (wireless services commenced after the end of
the March 31, 1999 fiscal year).
UrJet Backbone Network ("UBN") was formed in the last calendar quarter of 1998
to deploy fiber backbone connectivity and a variety of telecommunications
carrier services to business and residential customers. Once fully operational,
UBN will compete with local telephone companies to deliver various
telecommunication services to customers. Competitive Local Exchange Carrier
(CLEC) registration is pending approval in Texas and California, and UBN has
rights to fiber routes and co-location/interconnection facilities in 13 major
cities across the United States.
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 SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998
Total revenues increased 103% or $0.3 million to $0.7 million for the three
months ending September 30, 1999 compared to revenues of $0.4 million for the
three months ending September 30, 1998. Revenue contributed by wireless and
dialup services was 76% of the total revenue for the three months ended
September 30, 1999 compared to 66% of total revenue for the previous year. The
improvement in wireless and dialup revenue is due to the increased revenues at
existing offices, and to the addition of the Irvine and Northern California
offices. The additional revenue from MRHM has caused the shift in percentage of
wireless and dialup revenue. Revenue contributed by the MRHM subsidiary was 24%
for the current quarter, compared to 34% of total revenue for the quarter ended
September 30, 1998.
9
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IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The Company incurred network expenses totaling $0.6 million for the three months
ended September 30, 1999 compared to $0.1 million for the three months ended
September 30, 1998, an increase of 1225% or $0.5 million. The increase is due in
part to the additional volume of wireless and dialup customers. In addition, the
operations of UBN generated $0.3 million of this increase, comprised of network
development costs incurred to install and test telecommunications equipment.
Circuit line costs and co-location fees have been incurred for the backbone
network in preparation of offering service to customers. These activities were
not taking place in the prior year. 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 $1.1 million for the three
months ended September 30, 1999 compared to $0.5 million for the three months
ended September 30, 1998, an increase of 133% or $0.6 million. The increase is
due to growth in headcount in all areas of the Company to support its growth
objectives. In addition, a total of 25,177 shares of the Company's common stock
have been issued to various employees as incentive grants or due to terms of
employment agreements. The total fair value of the stock of $0.1 million has
been charged to operations as compensation expense.
The Company incurred total selling, general and administrative expenses ("SG&A")
of $1.6 million for the three months ended September 30, 1999, compared with
$0.7 million for the three months ended September 30, 1998, an increase of $0.9
million or 123%. 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 nine offices throughout the United States. Also, during the three
months ended September 30, 1999, the Company issued 123,866 shares of its common
stock in exchange for financial, legal, marketing and technological professional
services. The fair value of the shares issued of $0.5 million has been charged
to operations.
The Company incurred depreciation and amortization costs of $0.2 million for the
three months ended September 30, 1999 compared to $0.1 million for the
corresponding period of the previous year, an increase of $0.1 million or 300%.
The increase is due to the large amounts of fixed assets placed into service
during fiscal 1999, particularly for computer equipment.
The Company incurred interest expense of $0.3 million in the three months ended
September 30, 1999 related to the agreement with Nortel Networks. See further
discussion of this agreement in the Liquidity section and in Note 7 to the
unaudited Consolidated Financial Statements.
The Company incurred a net loss of $3.1 million for the three months ended
September 30, 1999, compared to a net loss of $1.0 million for the three months
ended September 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.
10
<PAGE>
IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER
30, 1998
Total revenues increased 206% or $1.1 million to $1.6 million for the six months
ended September 30, 1999 compared to revenues of $0.5 million for the six months
ended September 30, 1998. Revenue contributed by wireless and dialup services
was 70% of the total revenue for the six months ended September 30, 1999
compared to 77% of total revenue for the previous six months. The increase in
overall revenue was a result of the Company's expansion of its existing wireless
and dialup markets and the launch of additional markets in northern California
and Irvine, California.
Revenue contributed by the MRHM subsidiary was 30% of the consolidated revenue
for the six months ended September 30, 1999, compared to 23% of total revenue
for the six months ended September 30, 1998. This addition to the Company's
business mix has contributed to the decrease in wireless and dialup revenue as a
percentage of total revenue.
The Company incurred network expenses totaling $1.0 million for the six months
ended September 30, 1999 compared to $0.1 million for the six months ended
September 30, 1998, an increase of 598% or $0.9 million. The operations of UBN
generated $0.3 million of this increase, comprised of network development costs
incurred to install and test telecommunications equipment. Circuit line costs
and co-location fees have been incurred for the backbone network in preparation
of offering service to customers. These activities were not taking place in the
prior year. In addition, included in the 1999 figure is $0.1 million in
frequency licenses that were purchased from a related party with 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 $2.0 million for the three
months ended September 30, 1999 compared to $0.8 million for the three months
ended September 30, 1998, an increase of 156% or $1.2 million. The increase is
due to growth in headcount in all areas of the Company to support its growth
objectives. The increase in headcount has occurred primarily in the Urjet
Backbone Network subsidiary to support the creation of the network as described
in the above paragraph. In addition, 25,177 shares of the Company's common stock
were issued to various employees as incentives grants or due to terms of
employment agreements. The total fair value of the stock of $0.1 million has
been charged to operations as compensation expense.
The Company incurred total selling, general and administrative expenses ("SG&A")
of $3.1 million for the six months ended September 30, 1999, compared with $1.2
million for the six months ended September 30, 1998. 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 nine offices throughout the
United States. Also, during the six months ended September 30, 1999, the Company
issued 186,556 shares of its common stock in exchange for financial, legal,
marketing and technological professional services. The fair value of the shares
issued of $0.6 million has been charged to operations.
The Company incurred depreciation and amortization costs of $0.4 million for the
six months ended September 30, 1999 compared to $0.1 million for the
corresponding period of the previous year, an increase of 305% or $0.3 million.
The increase is due to the large amounts of fixed assets placed into service
during 1999, particularly for computer equipment and network equipment.
The Company incurred interest expense of $0.3 million in the three months ended
September 30, 1999 related to the agreement with Nortel Networks. See further
discussion of this agreement in the Liquidity section below and in Note 7 to the
unaudited Consolidated Financial Statements.
11
<PAGE>
IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The Company incurred a net loss of $5.3 million for the six months ended
September 30, 1999, compared to a net loss of $1.7 million for the six months
ended September 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 $3.3 million for the six months ended
September 30, 1999 compared to $1.2 million for the six months ended September
30, 1998. Cash was impacted primarily by the Company's operating activities for
the six months ended December 1999. Included in accounts payable at December 31,
1999 was $2.9 million owed to Nortel, see discussion below. Included in the
operating activities was $0.7 million in stock value that was issued for
services, primarily technical and marketing professional services. Also included
is $0.4 million of amortization of deferred financing costs related to Nortel,
see further discussion below.
Cash used for purchases of fixed assets was $4.1 million for the six months
ended September 30, 1999 and $0.3 million for the six months ended September 30,
1998. The expenditures during 1999 were primarily associated with the build-out
of the DSL network as discussed below.
FINANCING AGREEMENT
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 $39.0
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. As of September 30, 1999, the Company had $7.0 million outstanding
under the operating capital line of credit.
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. 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. In anticipation of the activation of this line, accounts payable of
$2.9 million have been incurred with Nortel, which will be moved to the line
when it is activated. This amount was used by the Company to purchase a Nortel
DMS-500 telecommunications switch that was installed at the Company's Los
Angeles facility during the quarter ended December 31, 1999. 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 accordance with FAS 123, these warrants were valued at $1.9 million. This
generated an original issue discount on the operating capital line of credit of
$1.9 million. During the six months ended September 30, 1999, $0.3 million of
this discount had been amortized and charged to interest expense.
In addition, the Company was required to pay $0.7 million as a loan origination
fee in connection with the $37.0 million line of credit with Nortel discussed
above. This fee becomes payable at January 1, 2000. The fee is being amortized
over the term of the loan of 51 months. During the six months ended September
30, 1999, $25,882 of this discount was amortized and charged to interest
expense.
12
<PAGE>
IJNT.net, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
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.
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
$0.4 million. In the calculation of basic and diluted net loss per share, such
beneficial conversion feature has 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 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.
13
<PAGE>
IJNT.net, Inc.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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
14
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