-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IRZb3ghMxQY1jw0jFBpznU4R07tOBbO0fI5ksOoc8hij+1Xt8VOim1s+B33p2upV FWXyUjmjp5it/7T4ibHPkg== 0000950124-00-002428.txt : 20000425 0000950124-00-002428.hdr.sgml : 20000425 ACCESSION NUMBER: 0000950124-00-002428 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000209 ITEM INFORMATION: FILED AS OF DATE: 20000424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPMAIL COM INC CENTRAL INDEX KEY: 0001044738 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 311487885 STATE OF INCORPORATION: MN FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23243 FILM NUMBER: 607422 BUSINESS ADDRESS: STREET 1: 4801 WEST 81 STREET STREET 2: SUITE 112 CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: 6128379917 MAIL ADDRESS: STREET 1: 4801 WEST 81 STREET STREET 2: SUITE 112 CITY: BLOOMINGTON STATE: MN ZIP: 55437 FORMER COMPANY: FORMER CONFORMED NAME: CAFE ODYSSEY INC DATE OF NAME CHANGE: 19980526 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL DISCOVERY INC DATE OF NAME CHANGE: 19970821 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2000 PopMail.com, inc. (Exact name of registrant as specified in its charter) Minnesota 0-23243 41-1487885 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 1331 Corporate Drive, Suite 350 Irving, Texas 75038 (Address of Principal Executive Offices) (Zip Code) 4801 W. 81st Street, Suite 112 Bloomington, MN 55437 (Former name or former address if changed since last report) Registrant's telephone number, including area code: (972) 550-5000 2 Item 7 Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired The audited financial statements of IZ.com Incorporated as of December 31, 1999 and for the period from February 9, 1999 (date of inception) to December 31, 1999 are attached hereto as Exhibit 99.1. (b) Pro Forma Financial Information The required pro forma financial information relating to the Company's merger with IZ.com Incorporated is attached hereto as Exhibit 99.2. (c) Exhibits 23.1 Consent of Ernst & Young LLP 99.1 Audited Financial Statements of IZ.com Incorporated as of December 31, 1999 and for the period from February 9, 1999 (date of inception) to December 31, 1999. 99.2 Unaudited Pro Forma Combined Financial Statements of PopMail.com, inc. as of January 2, 2000 and for the year then ended. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. POPMAIL.COM, INC. By: /s/ Stephen D. King ----------------------------------- Its: Chief Executive Officer Dated: April 24, 2000 3 4 EXHIBIT INDEX Exhibit No. - -------------------- 23.1 Consent of Ernst & Young LLP. 99.1 Audited Financial Statements of IZ.com Incorporated as of December 31, 1999 and for the period from February 9, 1999 (date of inception) to December 31, 1999. 99.2 Unaudited Pro Forma Combined Financial Statements of PopMail.com, inc. as of January 2, 2000 and for the year then ended. 4 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the use of our report dated January 10, 2000, with respect to the financial statements of IZ.com, Inc. included in the Current Report on Form 8-K/A of PopMail.com, inc. which is incorporated by reference in Registration Statements on Forms S-3 (No. 333-80241, No. 333-85243, No. 333-88199, No. 333-93317, No. 333-96109 and No. 333-32232) and Forms S-8 (No. 333-62729 and No. 333-62747) and is expected to be filed with the Securities and Exchange Commission on or about April 24, 2000. /s/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP San Diego, California April 20, 2000 5 EX-99.1 3 AUDITED FINANCIAL STATEMENTS OF IZ.COM INC. 1 EXHIBIT 99.1 IZ.com Incorporated (a development stage company) Financial Statements For the period from February 9, 1999 (inception) to December 31, 1999
CONTENTS Report of Independent Auditors..........................................................................7 Audited Financial Statements Balance Sheet...........................................................................................8 Statement of Operations.................................................................................9 Statement of Stockholders' Deficit.....................................................................10 Statement of Cash Flows................................................................................11 Notes to Financial Statements..........................................................................12
6 2 Report of Independent Auditors The Board of Directors IZ.com Incorporated We have audited the accompanying balance sheet of IZ.com Incorporated (a development stage company) as of December 31, 1999, and the related statements of operations, stockholders' deficit, and cash flows for the period from February 9, 1999 (inception) to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IZ.com Incorporated at December 31, 1999, and the results of its operations and its cash flows for the period from February 9, 1999 (inception) to December 31, 1999, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company's funding requirements for the next twelve months exceeds its working capital, which is negative at December 31, 1999. The Company is dependent on obtaining additional financing. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. /s/ ERNST & YOUNG LLP January 10, 2000 7 3 IZ.com Incorporated (a development stage company) Balance Sheet December 31, 1999 ASSETS Current assets: Cash and cash equivalents $ 66,167 ------------------- Total current assets 66,167 Property and equipment, net of accumulated depreciation of $22,094 233,135 Other assets 33,475 Web-site development costs, net of accumulated amortization Of $51,742 362,190 ------------------- Total assets $ 694,967 =================== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 950,646 Accrued payroll and other liabilities 26,291 ------------------- Total current liabilities 976,937 Deferred consulting fees 291,430 Long-term debt 830,363 ------------------- Total liabilities 2,098,730 Commitments and contingencies Stockholders' deficit: Obligation to issue Series A-1 convertible preferred stock 140,000 Preferred stock, $.001 par value, 10,000,000 shares authorized: Series A convertible preferred stock, 619,500 shares issued and outstanding 620 Series B convertible preferred stock, 493,903 shares issued and outstanding 494 Notes receivable from employees (98,430) Common stock, $.001 par value; 30,000,000 shares authorized, 3,101,000 shares issued and outstanding 3,101 Additional paid in capital 3,543,880 Deficit accumulated during development stage (4,993,428) ------------------- Total stockholders' deficit (1,403,763) ------------------- Total liabilities and stockholders' deficit $ 694,967 ===================
See accompanying notes. 8 4 IZ.com Incorporated (a development stage company) Statement of Operations For the period from February 9, 1999 (inception) to December 31, 1999 Costs and expenses: General and administrative $ 2,184,543 Sales and marketing 1,196,436 Product development 1,632,390 ------------------- Total costs and expenses 5,013,369 ------------------- Interest income 19,941 =================== Net loss $ (4,993,428) ===================
See accompanying notes. 9 5 IZ.com Incorporated (a development stage company) Statement of Stockholders' Deficit For the period from February 9, 1999 (inception) to December 31, 1999
OBLIGATIONS TO ISSUE SERIES A SERIES B SERIES A-1 PREFERRED STOCK PREFERRED STOCK PREFERRED -------------------------- ---------------------- STOCK SHARES AMOUNT SHARES AMOUNT ---------------------------------------- ---------------------- Balance at February 9, 1999 $ -- -- $ -- -- $ -- Issuance of common stock for cash -- -- -- -- -- Issuance of common stock for cash upon exercise of stock options -- -- -- -- -- Issuance of common stock to former employee for services rendered -- -- -- -- -- Issuance of common stock for services rendered -- -- -- -- -- Issuance of common stock to employees for notes receivable -- -- -- -- -- Issuance of Series A preferred stock in March at $2.00 per share for cash, net of issuance costs of $6,865 -- 619,500 620 -- -- Issuance of Series B preferred stock in August at $4.10 per share for cash, net of issuance costs of $3,234 -- -- -- 493,903 494 Issuance of warrants for consulting services -- -- -- -- -- Obligations to issue Series A-1 convertible preferred stock 140,000 -- -- -- -- Net loss -- -- -- -- -- ------------------------------------------------------------------ Balance at December 31, 1999 $ 140,000 619,500 $ 620 493,903 $ 494 ==================================================================
DEFICIT NOTES ACCUMULATED RECEIVABLE ADDITIONAL DURING TOTAL FROM COMMON STOCK PAID IN DEVELOPMENT STOCKHOLDERS' EMPLOYEES SHARES AMOUNT CAPITAL STAGE DEFICIT ------------------------------------------------------------------------------------ Balance at February 9, 1999 $ -- -- $ -- $ -- $ -- $ -- Issuance of common stock for cash -- 2,243,000 2,243 73,687 -- 75,930 Issuance of common stock for cash upon exercise of stock options -- 499,000 499 24,341 -- 24,840 Issuance of common stock to former employee for services rendered -- 56,250 56 25,257 -- 25,313 Issuance of common stock for services rendered -- 109,750 110 55,863 -- 55,973 Issuance of common stock to employees for notes receivable (98,430) 193,000 193 98,237 -- -- Issuance of Series A preferred stock in March at $2.00 per share for cash, net of issuance costs of $6,865 -- -- -- 1,231,515 -- 1,232,135 Issuance of Series B preferred stock in August at $4.10 per share for cash, net of issuance costs of $3,234 -- -- -- 2,021,274 -- 2,021,768 Issuance of warrants for consulting services -- -- -- 13,706 -- 13,706 Obligations to issue Series A-1 convertible preferred stock -- -- -- -- -- 140,000 Net loss -- -- -- -- (4,993,428) (4,993,428) ------------------------------------------------------------------------------------- Balance at December 31, 1999 $ (98,430) 3,101,000 $ 3,101 $ 3,543,880 $(4,993,428) $ (1,403,763) =====================================================================================
See accompanying notes. 10 6 IZ.com Incorporated (a development stage company) Statement of Cash Flows For the period from February 9, 1999 (inception) to December 31, 1999 OPERATING ACTIVITIES Net loss $(4,993,428) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 73,836 Issuance of warrants for consulting services 13,706 Issuance of common stock to former employee for services 25,313 Issuance of common stock for services rendered 55,973 Obligation to issue Series A-1 convertible preferred stock 140,000 Changes in operating assets and liabilities: Other assets (33,475) Accounts payable 950,646 Accrued payroll and other liabilities 26,291 Deferred compensation charges 83,950 Deferred consulting fees 207,480 ----------- Net cash used in operating activities (3,449,708) INVESTING ACTIVITIES Purchase of property and equipment (255,229) Investment in website development (413,932) ----------- Net cash used in investing activities (669,161) FINANCING ACTIVITIES Proceeds from issuance of common stock 100,770 Proceeds from notes payable, net of repayments 830,363 Net proceeds from issuance of Series A convertible preferred stock 1,232,135 Net proceeds from issuance of Series B convertible preferred stock 2,021,768 ----------- Net cash provided by financing activities 4,185,036 ----------- Net increase in cash and cash equivalents 66,167 Cash and cash equivalents at beginning of period - ----------- Cash and cash equivalents at end of the period $ 66,167
See accompanying notes. 11 7 1. ORGANIZATION DESCRIPTION OF BUSINESS IZ.com Incorporated (formerly MP3TV.Net, Incorporated, the "Company") was incorporated in the state of Delaware on February 9, 1999. The Company was organized to utilize specialized television programming to capture the attention of its target audience, and then build upon that relationship utilizing its website and direct contacts with its users to achieve commercial success for the Company and its strategic partners. The Company's primary activities since inception have consisted of incorporation, raising capital, identification of strategic partners, formation of its management team and development of its website and television programming. As more fully discussed in Note 9, on January 7, 2000, the Company signed a letter of intent to be acquired by PopMail.com. As a result of this acquisition, the Company is changing its strategic focus to apply its multimedia expertise to the email-based marketing business operated by PopMail.com. The Company is currently modifying its website and television programming efforts in a directed effort to complement PopMail.com's business strategy. The Company has yet to generate revenues to offset operating costs and has accumulated a deficit during the development stage of $4,993,428 as of December 31, 1999. No assurance can be given that the Company will be able to generate revenues to cover operating costs, if at all. The Company has raised net proceeds of $3,354,673 from private placements of preferred and common stock through December 31, 1999. The Company will require significant additional financing to continue executing its business plans and to fund operating and capital requirements. The Company is in the process of evaluating additional financing sources from both private and public sources. There can be no assurance that the Company will be able to obtain such financing on terms acceptable to the Company, if at all, or if obtained, that the Company will generate positive operating results. If such financing is not obtained, the business plan would need to be curtailed and management might be forced to liquidate the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS Cash and cash equivalents include all highly liquid investments with original maturities of three months or less. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 12 8 PROPERTY AND EQUIPMENT Property and equipment are carried at cost, and depreciated over the estimated useful life of the asset, generally three and five years. STOCK-BASED COMPENSATION The Company accounts for stock-based compensation in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. The Company has elected, as permitted under SFAS No. 123, to continue to account for stock-based employee compensation in accordance with Accounting Principles Board Opinion No. 25 and to disclose pro forma net income (loss) as if stock-based employee compensation were computed under SFAS No. 123. Transactions with other than employees, in which goods or services are the consideration received for the issuance of equity instruments, are accounted for on a fair value basis under SFAS No. 123 and are reflected in the Company's financial statements. WEBSITE DEVELOPMENT COSTS The Company capitalizes certain costs of developing its website after the design phase has been completed, and consist primarily of outside costs paid to consultants for programming services, and internal costs paid to employees dedicated to website development. The Company is amortizing these development costs over a 24-month period. The future realizability of this asset is highly dependent on the commercial success of the IZ.com business model, and if the Company is unable to derive sufficient revenues through its website, the unamortized book value for the capitalized website development costs will be charged to expense. COMPREHENSIVE INCOME The Company follows the disclosure requirements of SFAS 130, Reporting Comprehensive Income. SFAS 130 establishes rules for the reporting and display of comprehensive income and its components; however, the disclosures under this statement had no impact on the Company's net loss or stockholders' equity. 3. STOCKHOLDERS' EQUITY CAPITAL STRUCTURE The Company is authorized to issue 10,000,000 shares of preferred stock and 30,000,000 shares of common stock. The Company's Board of Directors has designated 670,000 authorized shares as Series A Convertible Preferred Stock, 80,000 authorized shares as Series A-1 Convertible Preferred Stock and 600,000 authorized shares as Series B Convertible Preferred Stock. The Board of Directors establishes the rights and preferences of any series of preferred stock it so designates. As of December 31, 1999, 619,500 shares of Series A Convertible Preferred Stock have been issued at $2.00 per share for gross cash proceeds totaling $1,239,000, 493,903 shares of Series B Convertible Preferred Stock have been issued at $4.10 per share for gross cash proceeds totaling $2,025,001, and 13 9 3,101,000 shares of common stock have been issued at $0.03 to $0.51 per share for gross cash proceeds totaling $100,770 and services performed. SERIES A CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock has the following significant rights, privileges, preferences and restrictions: - - Non-cumulative dividends equal to eight percent of the original issue price per share, payable when and if declared by the Board of Directors; - - Liquidation preference equal to the original issue price per share, plus all declared and unpaid dividends; - - Convertible into shares of common stock at the holders' option or automatically upon (i) an initial public stock offering meeting certain minimum criteria; (ii) a vote of the holders of a majority of the preferred stock; or (iii) less than twenty five percent of the preferred shares issued by the Company remaining outstanding. The conversion price shall be equal to the original issue price per share, adjusted for certain anti-dilutive effects on a formula basis; and - - One vote for each share of the Company's common stock into which the Series A Convertible Preferred Stock is convertible SERIES A-1 CONVERTIBLE PREFERRED STOCK Holders of Series A-1 Convertible Preferred Stock are entitled to the same significant rights, privileges, preferences and restrictions as holders of Series A Convertible Preferred Stock, except that Series A-1 holders are entitled to a liquidation preference of $0.25 per share. No shares of Series A-1 Convertible Preferred Stock have been issued by the Company; however, the Company is contractually obligated to issue 80,000 shares to certain consultants to the Company, and has recorded the obligation based on the fair value of the stock with a charge to expense of $140,000. SERIES B CONVERTIBLE PREFERRED STOCK Holders of Series B Convertible Preferred Stock are entitled to the same significant rights, privileges, preferences and restrictions as holders of Series A Convertible Preferred Stock, except that Series B holders are entitled to a liquidation preference of $4.10 per share, plus all declared and unpaid dividends. RESTRICTED STOCK PURCHASE AGREEMENTS Certain sales of common stock and early exercises of stock options are subject to a Restricted Stock Purchase Agreement which provides that upon termination of employment, the Company can repurchase unvested shares at the original issue price per share. As of December 31, 1999, 214,583 shares of common stock are subject to repurchase by the Company. 14 10 STOCK OPTION PLAN The Company has a stock option plan that provides for the granting of options and stock purchase rights for the purchase of shares of common stock to employees and other persons affiliated with the Company. As of December 31, 1999, 2,500,000 shares of common stock have been reserved for issuance under the plan. Stock options and purchase rights are granted at fair value as determined by the Board of Directors, are subject to vesting defined by the Board of Directors, and terminate no more than ten years from the date of grant. The following table summarizes common stock option plan activity:
WEIGHTED-AVERAGE OPTIONS EXERCISE PRICE ---------------------------------- Outstanding at February 9, 1999 (inception) - $ - Granted 2,762,750 .30 Exercised (499,000) .30 Cancelled (263,250) .05 ---------------------------------- Outstanding at December 31, 1999 2,000,500 $ .30 ==================================
As of December 31, 1999, outstanding options have exercise prices between $.03 and $.51 per share with expiration dates through August 2009. As of December 31, 1999, 204,000 options are exercisable at a weighted average exercise price of $.30 per share. If the Company recognized compensation cost for stock-based employee compensation on a fair value basis in accordance with SFAS No. 123, the impact on net loss at December 31, 1999 would not have been material. The fair value of each option grant was estimated on the date of grant using an option pricing model with the following weighted average assumptions: risk free interest rate of 5.5 percent to 6.4 percent, expected option life of ten years and no expected dividends. NOTES RECEIVABLE FROM EMPLOYEES The Company sold shares of common stock in 1999 to certain employees. In consideration for the shares, the employees signed full recourse promissory notes which are also collateralized by the common stock. The notes bear interest at 6.21% and mature on the fifth anniversary date of the note. WARRANTS TO BE ISSUED FOR PROFESSIONAL SERVICES In 1999, the Company committed to the issuance of 375,764 fully vested common stock warrants with exercise prices ranging from $.30 to $.51 per share to consultants for professional services rendered in 1999. The fair value of the warrants were recorded as expense in the period granted. Subsequent to December 31, 1999, the Company issued a warrant to purchase an additional 126,984 shares of common stock at $2.00 per share. This warrant was issued as part of the agreement to terminate a consulting agreement, and the fair value will be recorded as an expense in 2000. 15 11 4. NOTE PAYABLE During 1999, the Company signed promissory notes of $500,000 and $325,000 with certain shareholders of the Company. These notes accrue interest at 9.0% per annum and mature at the earlier of a qualified equity financing of at least $3,000,000 or the third anniversary of the note. No payments of interest of principal are due prior to the maturity date. 5. INCOME TAXES At December 31, 1999, the Company has federal and state tax net operating loss carryforwards of approximately $4,500,000 each. The federal and state tax loss carryforwards will begin expiring in 2019 and 2007, respectively, unless previously utilized. Pursuant to Sections 382 of the Internal Revenue Code, annual use of the Company's net operating loss and credit carryforwards may be limited in the event of a cumulative change in ownership of more than 50% within a three year period. Significant components of the Company's deferred tax assets as of December 31, 1999 are shown below. A valuation allowance has been recognized as of December 31, 1999 to offset the deferred tax assets as realization of such assets is uncertain. Deferred tax assets: Net operating loss carryforwards $ 1,822,000 Other, net 121,000 ------------------ Total deferred tax assets 1,943,000 Valuation allowance for deferred tax assets (1,943,000) ------------------ Net deferred taxes $ - ==================
6. COMMITMENTS AND CONTINGENCIES DEFERRED COMPENSATION In May 1999, the Company and an employee entered into an employment contract that provided for the deferral of payment of any salary until the achievement of certain events. In October, the agreement was modified to a consulting agreement requiring for a $100,000 payment to the consultant in May 2000. In conjunction with the agreement, the Company accrued approximately $80,000 which is included in deferred consulting fees in the accompanying balance sheet. DEFERRED CONSULTING FEES LIABILITY The Company signed a consulting agreement with a company that provides general business services which allowed the Company to defer payment of 50% of the total consulting fees billed. The deferred obligation is payable upon the raising of an aggregate of $2.0 million of capital, excluding the initial financing of the Company of approximately $1.2 million. Upon reaching the $2.0 million in capital, the Company is liable to pay three times the total consulting fees deferred. As of 16 12 December 31, 1999, the Company had $69,160 in deferred consulting fees related to this agreement and accrued $207,480 for the anticipated obligation. FACILITIES The Company occupies a facility that is leased on a month-to-month basis, and for which the Company pays $11,210 per month. The Company recorded rent expense of $66,983 for the period ended December 31, 1999. 7. AGREEMENTS WITH BROADCASTING COMPANIES The Company had previously signed multiple contracts with consultants, broadcasting companies, internet services and merchandising suppliers for different media services. Due to a strategic change in the Company's business objectives all of these contracts were terminated. As a result of the contract terminations, the Company is liable for penalties and other payments per the terms of the contracts, and has accrued approximately $280,000 for its outstanding commitments for terminated contracts as of December 31, 1999. The Company has a continuing obligation with one broadcasting company for thirteen weeks of television programming beginning in April 2000. The Company has previously cancelled programming time with this broadcasting company and is currently negotiating cancellation of this obligation. If the Company is unsuccessful in canceling it's obligation, their liability could be as much as $450,000. The Company believes that they will be able to cancel at a cost not to exceed $30,000 for which they have provided reserves as of December 31, 1999. 8. RELATED PARTY TRANSACTIONS The Company has paid approximately $14,000 in professional service fees for the period from inception to December 31, 1999 to entities which are stockholders of the Company. 9. SUBSEQUENT EVENT The Company has signed a letter of intent to be acquired by PopMail.com, a publicly-held company. Under the terms of the proposed merger, shares of PopMail.com Series F preferred stock will be issued for all the outstanding warrants, and common and preferred shares of IZ.com. These shares of PopMail.com Series F preferred stock are convertible into common shares of PopMail.com at an equivalent ratio of exchange of approximately 1.56 PopMail.com common shares per IZ.com common and preferred stock and IZ.com warrants, after the merger has been approved by PopMail.com's stockholders. 17 EX-99.2 4 PRO FORMA CONDENSED FINANCIAL STATEMENTS 1 EXHIBIT 99.2 POPMAIL.COM, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following pro forma unaudited combined financial statements are prepared to reflect the February 9, 2000 merger of the registrant, PopMail.com, inc. (PopMail) and IZ.com Incorporation (IZ.com), which was accounted for as a purchase. The pro forma unaudited combined financial information consists of pro forma unaudited combined statements of operations for the year ended January 2, 2000 and a pro forma unaudited combined balance sheet as of January 2, 2000. The pro forma unaudited combined statement of operations gives effect to the merger as if the transaction had occurred on January 3, 1999. The pro forma unaudited combined balance sheet gives effect to the acquisition as if it had occurred on January 2, 2000. The pro forma unaudited combined financial statements give effect to certain adjustments, including: (1) the issuance of 417,916 shares of PopMail Series F Preferred Stock at an assumed conversion ratio of 25.66 shares of common stock; (2) the recording of estimated costs related to the transaction, (3) the elimination of the stockholders deficit of IZ.com, and (4) the recording of the resulting goodwill created by the merger, as well as related amortization expense. The periods presented conform to the fiscal year of the registrant. 18 2 POPMAIL.COM, INC. PRO FORMA UNAUDITED COMBINED BALANCE SHEET JANUARY 2, 2000
Pro forma Pro forma ASSETS PopMail IZ.com adjustments combined ------------------------------------------------- ----------------- CURRENT ASSETS Cash and cash equivalents $ 1,136,137 $ 66,167 $ - $ 1,202,304 Accounts receivable, net 275,655 - - 275,655 Inventories 111,807 - - 111,807 Other current assets 483,496 - - 483,496 ------------------------------------------------- ----------------- Total current assets 2,007,095 66,167 - 2,073,262 PROPERTY AND EQUIPMENT, NET 14,866,802 233,135 - 15,099,262 OTHER ASSETS 344,121 395,665 - 739,786 GOODWILL, net 36,277,346 - 49,481,575 (1) 85,758,921 ------------------------------------------------- ----------------- $ 53,495,364 $ 694,967 $ 49,481,575 $ 103,671,906 ================================================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 6,037,518 $ - $ - $ 6,037,518 Accounts payable 1,604,952 950,646 - 2,555,598 Convertible promissory notes payable 1,460,417 - - 1,460,417 Current portion of long-term obligations 193,833 - - 193,833 Due to affiliates 120,000 - - 120,000 Accrued compensation 529,336 26,291 - 555,627 Other accrued expenses 757,516 - - 757,516 ------------------------------------------------- ----------------- Total current liabilities 10,703,572 976,937 - 11,680,509 DEFERRED RENT CREDITS 3,650,512 - - 3,650,512 LONG-TERM OBLIGATIONS, less current maturities 1,883,688 1,121,793 - 3,005,481 ------------------------------------------------- ----------------- Total liabilities 16,237,772 2,098,730 - 18,336,502 COMMITMENTS AND CONTINGENCIES - - - - SHAREHOLDERS' EQUITY Common stock 246,958 3,101 (3,101)(1) 246,958 Preferred stock 3,331,000 141,114 (141,114)(1) 51,507,242 48,176,242 (1) Additional paid-in capital 74,901,160 3,543,880 (3,543,880)(1) 74,901,160 Less common stock subscribed and note receivable from affiliate (2,850,000) (98,430) - (2,948,430) Retained earnings (deficit) (38,371,526) (4,993,428) 4,993,428 (1) (38,371,526) ------------------------------------------------- ----------------- 37,257,592 (1,403,763) 49,481,575 85,335,404 ------------------------------------------------- ----------------- $ 53,495,364 $ 694,967 $ 49,481,575 $ 103,671,906 ================================================= =================
19 3 POPMAIL.COM INC. NOTES TO PRO FORMA UNAUDITED CONDENSED BALANCE SHEET JANUARY 2, 2000 (1) Reflects the issuance of shares and transaction expenses to effect the merger of IZ.com Incorporated with IZ Acquisition Corporation, a wholly owned subsidiary of PopMail, the elimination of stockholders deficit of IZ.com, and the recording of goodwill by PopMail as follows: PopMail Series F preferred stock issued 287,408 PopMail Series F preferred stock assumed issued for options 130,508 -------------------- Total shares preferred stock issued 417,916 Conversion ratio of preferred to common upon shareholder approval 25.66 -------------------- 10,723,725 Price per share of PopMail common $ 4.46(a) -------------------- Total 47,827,812 Plus transaction expenses of IZ.com merger 250,000 -------------------- Total consideration and costs 48,077,812 Excess of IZ.com liabilities assumed over the fair value of assets purchased 1,403,763 -------------------- Goodwill created $ 49,481,575 ====================
(a) The price per share is based on the closing price of the PopMail common stock for the five business days ending two days prior to the February 9, 2000 closing. 20 4 POPMAIL.COM, INC. PRO FORMA UNAUDITED COMBINED STATEMENT OF OPERATIONS 52 WEEKS ENDED JANUARY 2, 2000
PRO FORMA PRO FORMA POPMAIL IZ.COM ADJUSTMENTS COMBINED ------------------------------------------------------------------------- Revenues $ 12,273,198 $ - $ - $ 12,273,198 Costs and expenses: Restaurant food, beverage and retail costs 3,144,513 - - 3,144,513 Restaurant operating expenses 8,404,324 - - 8,404,324 Restaurant depreciation 1,639,279 - - 1,639,279 Amortization of goodwill 3,933,411 - 16,493,858 (1) 20,427,269 Pre-opening expenses 939,179 - - 939,179 Selling, general, administrative and development expenses 5,002,557 5,013,369 - 10,015,926 ------------------------------------------------- ------------------- 23,063,263 5,013,369 16,493,858 44,570,490 Loss from operations (10,790,065) (5,013,369) (16,493,858) (32,297,292) Other income (expense): Interest expense (2,357,245) - - (2,357,245) Interest Income 49,323 19,941 - 69,264 Warrant repricing (4,539,311) - - (4,539,311) Debt guarantee costs (1,607,833) - - (1,607,883) Financial advisory services (1,489,040) - - (1,489,040) ------------------------------------------------- ------------------- (9,944,106) 19,941 - (9,924,165) ------------------------------------------------- ------------------- Net loss (20,734,171) (4,993,428) (16,493,858) (42,221,457) Preferred stock dividends and accretion (3,514,461) - - (3,514,461) ------------------------------------------------- ------------------- Net loss attributable to common shareholders $(24,248,632) $ (4,993,428) $(16,493,858) $ (45,735,918) ================================================= =================== Basic and diluted net loss per share: Net loss $ (2.05) $ (2.03) ================= =================== Loss attributable to common shareholders $ (2.40) $ (2.20) Basic and diluted weighted average ================= =================== outstanding shares 10,108,451 10,723,725 20,832,176 (1) Reflects goodwill arising from the IZ.com acquisition of $49,481,575 amortized on a straight-line basis over three years.
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