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| Juno Online Services, Inc. |
| 1540 Broadway, New York, NY 10036 * (212) 597-9000 |
| Business Description | The company is a leading provider of Internet-related services to millions of computer users throughout the United States. |
| Offering Information Company has | |||
| Trading As | JWEB (NASNTL) | Industry | Internet (SIC 7375) |
| Type of Stock Offered | Common Shares | Filing Date | 03/05/1999 |
| Domestic Shares Offered | 6,500,000 | Offer Date | 05/25/1999 |
| Foreign Shares Offered | 0 | Filing Range | $11.00 - $13.00 |
| Company Shares | 6,500,000 | Offer Price | $13.00 |
| Selling Shrhldrs Shares | 0 | Gross Spread | $0.910 |
| Gross Proceeds | $84,500,000 | Selling | $0.550 |
| Expenses | - - | Reallowance | $0.100 |
| Post-IPO Shares | 34,584,566 | Employees | 270 |
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| Salomon Smith Barney | Lead Manager | (212) 723-7300 |
| Bear, Stearns & Co. Inc. | Co-manager | (212) 272-4850 |
| PaineWebber Incorporated | Co-manager | (212) 713-2626 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | - - Months Ending | ||||||
| Figures in U.S. millions except per share data | 12/31/1995 | 12/31/1996 | 12/31/1997 | 12/31/1998 | |||
| Revenues | - | 0.000 | 0.136 | 9.091 | 21.694 | - | - |
| Income from Oper. | - | -3.833 | -23.130 | -33.982 | -31.636 | - | - |
| Net Income | - | -3.833 | -23.002 | -33.789 | -31.592 | - | - |
| E.P.S | - | - | - | - | -1.390 | - | - |
| Revenue Growth (%) | - | - | 6,584.56 | 138.632 | - | ||
| Net Income Growth (%) | - | - | - | - | - | ||
| Oper. Profit Margin (%) | - | - | - | - | - | - | - |
| Net Profit Margin (%) | - | - | - | - | - | - | - |
| Cash Flow - Oper. | -20.86 | - | - | ||||
| Cash Flow - Inv. | -1.64 | - | - | ||||
| Cash Flow - Fin. | 16.88 | - | - | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 12/31/1998 | Financial Ratios | ||||
| Total Assets | 14.70 | Current Assets | 10.44 | Current Ratio | 0.56 |
| Total Liab. | 27.29 | Current Liab. | 18.78 | Debt Ratio | 185.62% |
| Total Equity | -12.59 | Working Cap. | -8.34 | Debt to Equity Ratio | - |
| Cash | 8.15 | Return on Assets | - | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used for for subscriber acquisition, advertising, brand marketing, continued investment in the development of our Internet services, enhancements of our network infrastructure, repayment of debt and other general corporate purposes. We may also use a portion of the proceeds for acquisitions, strategic alliances, or joint ventures. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Brobeck, Phleger & Harrison |
| Bank's Law Firm | Cravath, Swaine & Moore |
| Registrar/Transfer Agent | Continental Stock Transfer & Trust Co |
| Auditor | Pricewaterhouse Coopers LLC |
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| Industry Competition |
The market for Internet services is extremely competitive and includes a number of substantial participants, including America Online, Microsoft and AT&T.; The markets for Internet-based advertising and direct product sales are also very competitive. We believe that the primary competitive factors determining success in these markets include a reputation for reliability and service, effective customer support, pricing, easy-to-use software and geographic coverage. Other important factors include the timing and introduction of new products and services and industry and general economic trends. Our ability to compete depends upon numerous factors, many of which are outside of our control. We expect such competition to continue to increase because the markets in which we operate face few substantial barriers to entry. Competition may also intensify as a result of industry consolidation and the ability of some of our competitors to bundle Internet services with other products and services. Our current and potential competitors include many large national companies that have substantially greater market presence and financial, technical, distribution, marketing and other resources than we have. This may allow them to devote greater resources than we can to the development, promotion and distribution and sale of products and services. In recruiting subscribers for our billable subscription services, we currently compete, or expect to compete, with the following types of companies, among others: Established online service providers such as America Online, CompuServe, and The Microsoft Network; Independent national Internet service providers such as EarthLink, MindSpring, and Prodigy; Numerous independent regional and local Internet service providers which may offer lower prices than a national Internet service provider; Various national and local telephone companies such as AT&T;, MCI WorldCom and Pacific Bell; and Companies providing Internet access through "set-top boxes" connected to a user's television, such as WebTV, or through a "cable modem" connected to a user's personal computer, such as @Home. In addition, Microsoft and Netscape, publishers of the Web browsers utilized by most Internet users, including subscribers to Juno Web, each own or are expected to be owned by online or Internet service providers that compete with Juno Web. In providing e-mail-related services, we compete with Web-based e-mail services such as Microsoft's Hotmail and USA.net's Net@ddress. With respect to the generation of advertising revenue, we compete with many of the market participants listed above as well as with various advertising-supported Web sites, including "portal" sites such as Yahoo| and Excite, "content" sites such as CNET and CNN.com, and interactive advertising networks and agencies such as DoubleClick and 24/7 Media. We also compete with traditional media such as print and television for a share of advertisers' total advertising budgets. If advertisers perceive the Internet to be a limited or ineffective advertising medium or perceive us to be less effective or less desirable than other Internet advertising vehicles, advertisers may be reluctant to advertise on our services. In selling products directly to our subscribers, we compete with other Internet-based sellers as well as with stores and other companies that do not distribute their products through the Internet. Many of these competitors are larger than we are, enjoy greater economies of scale than are available to us, have substantially greater resources than we have, and may be able to offer more products or more attractive prices than we can. Our competition is likely to increase. We believe this will probably happen as Internet service providers and online service providers consolidate and become larger, more competitive companies, and as large diversified telecommunications and media companies acquire Internet service providers. The larger Internet service providers and online service providers, including America Online, offer their subscribers services such as instant messaging, community message boards, and personal Web-page hosting that we do not currently provide. Some diversified telecommunications and media companies, such as AT&T;, have begun to bundle other services and products with Internet access services, potentially placing us at a significant competitive disadvantage. Such competitors may be able to charge less than we do for Internet services, causing us to reduce, or preventing us from raising, fees for our billable subscription services. The ability of our competitors to enter into strategic alliances or joint ventures could also put us at a serious competitive disadvantage. Competition could require us to increase our spending for sales and marketing as well as for subscriber acquisition in order to maintain our position in the marketplace, and could also result in increased subscriber attrition. |