| Erols Internet, Inc. | |||
| Proposed Ticker: | EROL | 7921 Woodruff Court | |
| Exchange: | NASDAQ-National Market | Springfield, VA 22151 | |
| Industry: | High-Tech (SIC Code 7375) | (703) 321-8000 | |
| # of Employees: | 293 | ||
| Type of Shares: | Common Shares | Filing Date: | 12/5/97 | |
| U.S. Shares Filed: | 2,917,000 | Filing Range: | $11.00 - $13.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $35,004,000 | |
| Primary Shares: | 2,500,000 | Expenses: | - | |
| Secondary Shares: | 417,000 | Shares Out After: | 8,336,779 |
| Manager | Tier | Phone |
| Gerard Klauer Mattison & Company, Incorporated | Lead Manager | (212) 885-4041 |
| Everen Securities, Inc. | Co-manager | (312) 574-6859 |
| Ferris, Baker, Watts Inc. | Co-manager | (202) 429-3608 |
| Issuer's Law Firm: | Venable, Baetjer and Howard, LLP |
| Bank's Law Firm: | Kelley Drye & Warren |
| Auditor: | Ernst & Young |
Dollar amounts in U.S. millions except for per share data | |||||
| 9 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 9/30/97 | 9/30/96 | 9/30/97 | ||
| Revenue: | $10.95 | $24.41 | $5.97 | Assets: | $18.81 |
| Net Income: | -$16.64 | -$16.45 | -$10.29 | Curr Assets: | |
| EPS: | -$6.86 | -$2.52 | -$4.99 | Liabilities: | $49.10 |
| Prior EPS: | -$0.49 | Curr Liabilities: | |||
| Cash Flow/Oper: | $10.32 | Equity: | -$30.29 | ||
| Cash Flow/Fin: | $2.74 | Cash: | |||
| Cash Flow/Inv: | -$10.52 | Working Cap: | -$38.71 | ||
| Business Description |
| The company is a rapidly growing Internet service provider offering an attractive combination of low priced and high quality Internet access in targeted markets located throughout the densely populated corridor stretching from Massachusetts to Virginia. The Company believes that there is a growing demand for high quality Internet access, fueled by heightened consumer awareness, expanding access to modem-equipped computers and increasingly widespread Internet use. According to a study by International Data Corporation ("IDC"), at the end of 1996 approximately 13 million households, or 13% of all U.S. households, were online. By the end of 2001, according to this study, almost 40 million households, or 38% of all U.S. households, are expected to be online--an increase of over 200%. Consistent with this anticipated surge in demand, the Company believes that a key to its future success is its continued ability to expand its base of subscribers while retaining existing ones. Since the inception of ISP operations on August 1, 1995, the Company has become the largest regional ISP in the United States and the eighth largest ISP nationwide, with approximately 272,000 subscribers as of October 31, 1997, a 101% increase from approximately 135,000 subscribers as of December 31, 1996. As of October 31, 1997, the Company's monthly churn rate was approximately 2%, which, the Company believes, is substantially below the prevailing industry average. |
| Competition |
| The market for Internet access services is extremely competitive and highly fragmented. Inasmuch as there are no significant barriers to entry, the Company believes that competition in this market will intensify. The Company believes that its ability to compete successfully will depend on a number of factors, including strong market presence in its targeted geographic regions; the adequacy of the Company's subscriber and technical support services; the capacity, reliability and security of its network infrastructure; the ease of access to and navigation of the Internet provided by the Company's services; the pricing policies of the Company, its competitors and its suppliers; the timing of introductions of new services by the Company and its competitors; the Company's ability to support existing and emerging industry standards; and industry and general economic trends. There can be no assurance that the Company will have the financial resources, technical expertise or marketing and support capabilities to compete successfully.The Company competes (or in the future may compete) directly or indirectly with (i) national and regional ISPs; (ii) established online services; (iii) computer software and technology companies; (iv) national telecommunications companies; (v) regional Bell operating companies ("RBOCs"); (vi) cable operators; and (vii) nonprofit or educational ISPs. Many of these present or potential future competitors have or can be expected to have substantially greater market presence and financial, technical, marketing and other resources than the Company. The entry of new participants would result in substantially greater competition for the Company. The ability of competitors to bundle services and products with Internet access could place the Company at a significant competitive disadvantage. In addition, competitors in the telecommunications industry may be able to offer their subscribers reduced communications costs in connection with their Internet access services, thereby reducing the overall cost of Internet access and significantly increasing pricing pressures on the Company. Certain of the Company's online competitors, including America Online, Inc. ("America Online"), the Microsoft Network and Prodigy, have introduced unlimited access to the Internet and their proprietary content at flat rates that are equal to the Company's $19.95 monthly rate for month-to-month service. Certain of the RBOCs have also introduced competitive flat-rate pricing for unlimited access (without a set-up fee for at least some period of time). As a result, competition for active users of Internet services has intensified. The Company believes that its long-term subscriptions are a key to its future success. There can be no assurance that its competitors will not introduce similar pricing plans at comparable or more attractive prices in the future or that the Company will not be required to reduce its prices to match competition. There also can be no assurance that the Company will be able to offset any adverse effect on revenues of any necessary price reductions resulting from competitive pricing pressures by increasing the number of its subscribers, by generating higher revenue from enhanced services, by reducing costs, or otherwise. |
| Business Plan |
| The Company intends to (i) expand its base of residential dial-access subscribers while retaining its current subscribers; (ii) intensify its efforts to penetrate the small and medium-sized business and SOHO markets; (iii) use its regional focus and geographically concentrated subscriber base to continue to optimize network utilization and reduce network costs; (iv) continue to offer an attractive combination of low priced and high quality Internet access; and (v) enhance its relationship with its subscribers by providing access to a range of e-commerce products and services at preferential prices. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for repayment of accounts payable and bank debt; expansion and enhancement of network infrastructure; increased marketing efforts; and working capital and general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Erol M. Onaran | 68.98% | 43.29% |
| Officer Name | Title | Age |
| Dennis J. Spina | Chairman, President and Chief Executive Officer | 53 |
| Keith N. Poulsen | Corporate Controller | 40 |
| Walt Anderson | Director | 44 |
| David A. Stortz | Director | 51 |
| Michael J. O'Connor | Director of Internet Development | 49 |
| Robert M. Enger | Director of Internet Technology | 43 |
| Charles R. Money | Director of Telecommunications Operations | 30 |
| Erol M. Onaran | Vice Chairman | 63 |
| Michael W. Berkley | Vice President and Chief Information Officer | 38 |
| Orhan E. Onaran | Vice President, Marketing and Director | 40 |
| Salvatore M. Quadrino | Vice President, Treasurer and Chief Financial Officer | 50 |