<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from .................. to ........................
Commission file number 0-25957
---------
-----------------------
BIZNESSONLINE.COM, INC.
(Exact name of registrant as specified in its charter)
------------------------------
DELAWARE 06-1519132
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1720 ROUTE 34
P.O. BOX 1347
WALL, NEW JERSEY 07719
(732) 280-6408
(732) 280-6409 (FAX)
(Address and telephone number of principal executive offices and principal place
of business including zip code and area code)
------------------------
NONE
(Former name, former address and former fiscal year, if changed since last
report)
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 the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X ] No [ ].
The number of shares outstanding of the Registrant's Common Stock as of
August 5, 2000 was 9,455,744.
<PAGE>
BiznessOnline.com, Inc.
Form 10-Q For the Quarterly Period Ended June 30, 2000
Index
<TABLE>
<S> <C>
Part I. - Financial Information
Item 1 Condensed Consolidated Balance Sheets as of
June 30, 2000 (unaudited) and December 31, 1999............................................ 3
Condensed Consolidated Statements of Operations for the Three Months and
Six Months Ended June 30, 2000 and 1999 (unaudited)........................................ 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999 (unaudited)............................... 5
Condensed Consolidated Statements of Stockholder's Equity
for the Six Months Ended June 30, 2000 (unaudited)......................................... 6
Notes to Condensed Consolidated Financial Statements....................................... 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................. 8
Item 3 Quantitative and Qualitative Disclosure About Market Risk.................................. 13
Part II. - Other Information................................................................................. 14
Item 2 Changes in Securities and Use of Proceeds.................................................. 14
Item 4 Submission of Matters to a Vote of Security Holders........................................ 16
Item 6 Exhibits and Reports on Form 8-K........................................................... 16
Signature.................................................................................................... 17
Exhibit Index................................................................................................ 18
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
BiznessOnline.com, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(unaudited)
-----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,724 $ 7,481
Accounts receivable, net of allowance for
bad debts of $1,204 and $482, respectively 4,312 1,274
Prepaid expenses and other current assets 708 380
-------- --------
Total current assets 7,744 9,135
Property and equipment, net 6,515 5,727
Goodwill and intangibles, net 45,340 32,331
Other assets 150 69
-------- --------
Total assets $ 59,749 $ 47,262
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long term debt $ 628 $ 23
Current portion of obligations under capital leases 346 183
Accounts payable 2,866 2,345
Income tax payable 106 109
Accrued expenses 3,496 1,847
Deferred revenue 2,058 1,610
-------- --------
Total current liabilities 9,500 6,117
Long term debt, net of current portion 9,375 6
Capital leases, net of current portion 366 89
-------- --------
Total liabilities 19,241 6,212
Stockholders' equity:
Preferred stock -- --
Common stock 95 86
Additional paid in capital 54,254 45,145
Accumulated deficit (13,841) (4,181)
-------- --------
Total stockholders' equity 40,508 41,050
-------- --------
Total liabilities and stockholders' equity $ 59,749 $ 47,262
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
BiznessOnline.com, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- --------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 7,110 $ 1,237 $ 11,188 $ 1,661
Costs and expenses:
Connectivity and operations 5,609 467 8,968 608
Sales and marketing 1,640 483 2,727 631
General and administrative 1,176 426 1,955 574
Write down of impaired assets 901 -- 901 --
Depreciation 519 98 924 122
Amortization 2,503 410 4,243 512
----------- ----------- ----------- -----------
Total costs and expenses 12,348 1,884 19,718 2,447
----------- ----------- ----------- -----------
Loss from operations (5,241) (647) (8,520) (786)
Other expense (6) -- (6) --
Interest income (expense), net (988) 100 (984) 99
----------- ----------- ----------- -----------
Loss before income taxes (6,232) (547) (9,520) (687)
Income taxes 45 -- 139 --
----------- ----------- ----------- -----------
Net loss $ (6,277) $ (547) $ (9,659) $ (687)
=========== =========== =========== ===========
Net loss per share, basic and fully diluted $ (0.69) $ (0.10) $ (1.09) $ (0.16)
Weighted average shares outstanding,
basic and fully diluted 9,143,835 5,260,299 8,879,066 4,298,243
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
BiznessOnline.com, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Net loss $ (9,659) $ (687)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 5,166 634
Allowance for bad debts 135 --
Changes in net assets and liabilities:
Increase in accounts receivable-trade (646) (5)
Increase in other current assets (74) (8)
Increase (decrease) in accounts payable (253) 412
Increase in accrued expenses 1,365 88
Decrease in deferred taxes -- (6)
Decrease in income taxes payable (3) --
Increase in deferred revenue 31 30
-------- --------
Net cash provided by (used in) operating activities (3,938) 458
-------- --------
Cash flows from investing activities:
Capital expenditures (2,034) (143)
Change in other assets (7) (21)
Acquisition of businesses, net of cash acquired (13,379) (5,237)
-------- --------
Net cash (used in) investing activities (15,420) (5,401)
-------- --------
Cash flows from financing activities:
Proceeds from sale of preferred stock -- 250
Repayments of capital lease obligations (23) (6)
Repayment of long term debt (29) (722)
Increase in deferred costs -- (387)
Issuance of common stock in initial public
offering, net of underwriter discounts and
commissions -- 24,788
Proceeds from issuance of long term debt 14,653 --
-------- --------
Net cash provided by financing activities 14,601 24,310
-------- --------
Net increase (decrease) in cash (4,757) 19,367
Cash at beginning of period 7,481 148
-------- --------
Cash at end of period $ 2,724 $ 19,515
======== ========
Cash paid for interest $ 435 $ 20
Income taxes paid 142 --
Non - cash investing and financing activities:
Issuance of common stock for acquisitions $ 2,386 $ 7,429
Issuance of common stock and warrants in connection
with issuance of long term debt 5,336 --
Issuance of note payable -- 580
Capital leases 460 --
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
BiznessOnline.com, Inc.
Condensed Consolidated Statement of Stockholders' Equity
(unaudited)
(In thousands, except share data)
Six Months Ended June 30, 2000
<TABLE>
<CAPTION>
Common Stock Preferred Stock Total
------------------- ---------------- Additional Accumulated Stockholders
Shares Amount Shares Amount Paid in Capital Deficit Equity
------ ------ ------ ------ --------------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999 8,609,574 $ 86 - $-- $ 45,145 $ (4,181) $ 41,050
Issuance of shares for debt 71,429 1 - -- 509 -- 510
Issuance of warrants for debt -- -- - -- 4,866 -- 4,866
Issuance of common stock for
acquisitions 358,335 3 - -- 2,383 -- 2,386
Net loss -- -- - -- -- (3,383) (3,383)
--------- --------- - ----- --------- --------- ---------
Balance March 31, 2000 9,039,338 $ 90 - $-- $ 52,903 $ (7,564) $ 45,429
Issuance of common stock for
acquisitions 151,400 2 - -- 750 -- 752
Issuance of common stock for
Note receivable, less balance
due on Note 220,000 2 - -- 384 -- 386
Issuance of common stock for
bonuses and compensation 45,006 1 - -- 217 -- 218
Net loss -- -- - -- -- (6,277) (6,277)
--------- --------- - ----- --------- --------- ---------
Balance June 30, 2000 9,455,744 $ 95 - $-- $ 54,254 $ (13,841) $ 40,508
========= ========= = ===== ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
BiznessOnline.com, Inc.
Notes to Condensed Consolidated Financial Statements
1) Basis of Presentation
The accompanying condensed consolidated financial statements include the
accounts of BiznessOnline.com, Inc. and its wholly owned subsidiaries
(hereinafter collectively referred to as the "Company", "we", "our" or "us"). We
derive revenue from providing enhanced Internet services, including server
co-location, Web design and e-commerce solutions, Web hosting, high speed
Internet access and dial-up Internet access. Also, as a result of our
acquisition of Telecon Communications Corp. on March 31, 2000, we now resell
local and long distance telephone service in New York and we intend to resell
local and long distance telephone services in other markets pending local
regulatory approval. Prior to the acquisition of Telecon, we operated in one
business segment. With the acquisition of Telecon, we now operate two business
segments. The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
information, including the instructions to Form 10-Q and rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally required in complete financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. In the
opinion of management these financial statements include all adjustments
necessary for a fair presentation of the results of operations for the interim
periods presented. Results of operations for interim periods are not necessarily
indicative of the results that may be expected for the year ended December 31,
2000.
2) Initial Public Offering, Acquisitions, Debt
Effective January 31, 1999, we acquired substantially all assets and assumed
substantially all liabilities of Global 2000 Communications, Inc., a New York
corporation, for $2,720,000 in common stock and promissory notes in the total
amount of $580,000, which was repaid with proceeds from our initial public
offering. Global 2000 Communications, Inc. is an Internet service provider based
in Albany, New York.
On May 17, 1999, we completed the sale of 2,900,000 shares of common stock in
our initial public offering for gross proceeds of $29,000,000, before
underwriting discounts and offering expenses. The net proceeds after underwriter
discounts and commissions and offering costs were approximately $24,635,000.
Simultaneously with the closing of the public offering, all 70,000 shares of
Series A Preferred Stock outstanding were converted into 61,250 shares of common
stock. Also, on May 17, 1999 we completed the acquisition of four Internet
service providers as described in the final prospectus for the initial public
offering which was filed with the Securities and Exchange Commission on May 12,
1999, for an aggregate of 510,000 shares of common stock and the aggregate
payment of $5,730,000 in cash.
On July 30, 1999, we acquired substantially all the assets of a sole
proprietorship including all the capital stock of an affiliate of the
proprietorship, Ascent Internet Holdings, Inc., which together conduct business
as an Internet service provider under the name Ascent Networking in Norwich, New
York, for $1,050,000 in cash.
On August 18, 1999, we acquired substantially all of the assets of a New York
limited liability company, WebWay, LLC., a web application service provider
located in Albany, New York, for 200,046 shares of common stock and the payment
of $830,000 in cash.
On September 30, 1999, we acquired all of the shares of Infoboard, Inc., a web
hosting company, located in Lynn, Massachusetts, for 228,462 shares of common
stock and the payment of $1,380,000 in cash.
On December 14, 1999, we acquired substantially all of the assets of Cyberzone,
LLC, an Internet service provider located in Hartford, Connecticut for 272,054
shares of common stock and the payment of $1,900,265 in cash.
On December 15, 1999, we acquired all of the shares of NECAnet, Inc. and its
affiliate, New England Computer Associates, Inc., an Internet service provider
business located in Storrs, Connecticut for 298,726 shares of common stock and
the payment of $1,575,000 in cash.
On December 29, 1999, we acquired all the shares of Prime Communication
Systems, Incorporated, an Internet service provider located in Amherst, New York
for 720,000 shares of common stock and the payment of $1,200,000 in cash.
On March 31, 2000, we acquired all the assets and assumed substantially all the
liabilities of Telecon Communications Corp., a competitive local exchange
carrier based in Johnstown, New York, for the payment of $14,815,000 in cash.
Also, on March 31, 2000, we acquired all the shares of Telesupport, Inc., an
Internet service provider located in Johnstown, New York for 358,335 shares of
common stock.
<PAGE>
On June 30, 2000, we acquired all the shares of Integration, Inc. and its
Xcalibur Internet services division, an Internet service provider located in
Batavia, New York for 131,250 shares of common stock.
On March 16, 2000, we closed a $15 million senior secured credit facility. We
used the proceeds of this facility to fund the cash purchase price of Telecon
Communications Corp. The credit facility is secured by all the assets of
BiznessOnline.com and its operating subsidiaries. In connection with such
financing, the Lender received certain cash fees and a warrant to purchase
838,779 shares of our common stock at prices of $7.00 per share for 559,185
shares and $12.00 per share for 279,593 shares, subject to certain anti-dilution
and other adjustments. The Lender also received 71,429 shares of common stock.
The warrants and shares of common stock issued to the Lender have been estimated
by an independent valuation to have an aggregate value of $5.4 million using (i)
the Black-Scholes method of valuation for the warrants, and (ii) the closing
price on the Nasdaq National Market on the date of issuance for the shares. The
fair value of the warrants and shares issued have been recorded as a discount to
the related debt. This discount will be accreted as interest expense over the
life of the loan. Beginning in May 2001, and each quarter thereafter, the
principal amount of the indebtedness is to be repaid using the following
schedule:
<TABLE>
<S> <C>
May 2001, August 2001, November 2001 and February 2002 3.75% of outstanding principal
May 2002, August 2002, November 2002 and February 2003 6.25% of outstanding principal
May 2003, August 2003, November 2003, February 2004,
May 2004, August 2004, November 2004 and February 2005 7.5% of outstanding principal
</TABLE>
In accordance with generally accepted accounting principles, the total
purchase price for our acquisitions is allocated on a preliminary basis, on
the date of acquisition and reviewed upon completion of valuations as
appropriate or resolution of any contingent purchase price adjustment.
Pursuant to the purchase method of accounting the excess of purchase price
over fair value of net assets acquired is recorded as goodwill and is being
amortized over 5 years. A final allocation of purchase price will be
determined during 2000 with respect to our acquisitions of Prime
Communication Systems, Incorporated, NECAnet, Inc., Telecon Communications
Corp., Telesupport, Inc. and Integration, Inc., and changes, if any, will
result in a change to the amount of goodwill recorded in connection with the
acquisitions.
The acquisitions were accounted for pursuant to the purchase method of
accounting. Accordingly, the accompanying financial statements of
BiznessOnline.com, Inc. include the operating results of Global 2000
Communications, Inc. since February 1, 1999; the four Internet service
providers acquired at the closing of our Initial Public Offering since May
17, 1999; Ascent Networking since July 30, 1999; WebWay, LLC, since August
18, 1999; Infoboard, Inc. since September 30, 1999; NECAnet, Inc. since
December 14, 1999; Cyberzone, Inc. since December 15, 1999; Prime
Communication Systems, Incorporated, since December 29, 1999, and Telecon
Communications Corp. and Telesupport, Inc. since March 31, 2000. These
financial statements include the balance sheet of Integration, Inc. as of
June 30, 2000. The results of operations of Integration, Inc. (now known as
Xcalibur Internet, Inc.) are excluded as the acquisition was effective on the
last day of the quarter.
Related Party Transactions
On February 1, 1999, our Global 2000 Communications, Inc. subsidiary entered
into a lease with a director and employee of BiznessOnline and his wife, who
is also an employee of the Company, for approximately 2,000 square feet of
office space with a monthly rent of $2,000 plus utilities. The term of the
lease is five years although we may terminate this lease at any time upon
thirty days prior notice without further liability.
On December 29, 1999, our Prime Communication Systems, Incorporated subsidiary
entered into a lease with Prime Business Park, a company partially owned by a
shareholder and employee of the Company for approximately 6,780 square feet of
office space with a monthly rent of $7,486 plus utilities. The term of the lease
is five years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This filing contains forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. Those statements reflect the intent, belief or
current expectations of BiznessOnline.com, Inc. and members of its management
team. Prospective investors are cautioned that any forward-looking statements
are not guarantees of future performance, and involve uncertainties, and that
actual results may differ materially from those contemplated by the
forward-looking statements as a result of, among other things, reflecting
changed assumptions or the occurrence of unanticipated events or changes to
future operating results over time.
8
<PAGE>
Introduction
The following discussion of results of operations and of the liquidity and
capital resources of BiznessOnline.com, Inc. should be read in conjunction with
our unaudited condensed consolidated financial statements and the related notes
thereto appearing in this filing on Form 10-Q.
Overview
We derive Internet access revenues primarily from subscriptions from individuals
and small to medium sized businesses for dial-up and dedicated access to the
Internet. Subscription fees vary between $9.95 and $24.95 per month among our
Internet service providers and by the billing plans for a particular Internet
service provider. The subscription rates vary among Internet service providers
due to competitive and economic factors. Most of our subscribers pay us by
credit card automatically on a monthly basis. In addition, we host commercial
and individual web sites and provide commercial web site design services, as
well as e-commerce, advertising and interactive web site support. These services
are predominantly utilized by small to medium sized businesses looking to
establish a presence on the world wide web. We also earn revenue by providing
dedicated access services via telephone lines. With the acquisition of Telecon
Communications Corp., on March 31, 2000, we now resell local and long distance
telephone service in New York and we intend to resell local and long distance
telephone service in our other markets pending local regulatory approvals.
Results of Operations
Three Months Ended June 30, 2000
We were formed in June 1998, and conducted no significant operations between
then and January 31, 1999, the date we acquired Global 2000 Communications,
Inc., an Internet service provider located in Albany, New York. We acquired four
additional Internet service providers on May 17, 1999 in conjunction with our
initial public offering, one Internet service provider on July 30, 1999, a web
application service provider on August 18, 1999, and a web hosting company on
September 30, 1999, an Internet service provider on December 14, 1999, an
Internet service provider on December 15, 1999, an Internet service provider on
December 29, 1999, a competitive local exchange carrier on March 31, 2000, an
Internet service provider on March 31, 2000 and an Internet service provider on
June 30, 2000.
We recorded revenue of $7.1 million during the quarter, an increase of $5.9
million, or 475%, from $1.2 million in the second quarter of 1999. The increase
was primarily a result of the acquisitions we completed during 1999 and during
the first quarter of 2000.
The following table provides a comparison of connectivity and operations, sales
and marketing and general and administrative expenses as a percentage of
revenues:
<TABLE>
<CAPTION>
Quarter Ended
June 30
-------
2000 1999
---- ----
<S> <C> <C>
Connectivity and operations 78.9% 37.8%
Sales and marketing 23.1% 39.0%
General and administrative 16.5% 34.4%
</TABLE>
Connectivity and operations expenses increased $5.1 million, from $.5 million to
$5.6 million. The increase was primarily a result of the acquisitions we
completed during 1999 and the first quarter of 2000. The 2000 costs also include
approximately $.5 million of costs associated with integrating the combined
companies.
Sales and marketing expenses increased $1.1 million, from $.5 million to $1.6
million. The increase is primarily attributable to the acquisitions we completed
during 1999 and the first quarter of 2000, combined with the 15 new sales people
hired during the first quarter of 2000. We are also increasing our advertising
expenses as we enter new markets and build a comprehensive sales and marketing
team.
General and administrative expenses increased $.8 million, from $.4 million to
$1.2 million. The increase was primarily a result of the acquisitions we
completed during 1999 and the first quarter of 2000 along with the costs of
corporate overhead, which did not have significant operations until the second
quarter of 1999. General and administrative costs will continue to increase in
order to support our growth, primarily the personnel associated with the
implementation of a common billing system.
Write-off of impaired assets was $.9 million for the quarter ended June 30,
2000. The Company wrote off the costs of acquired software relating to the
Company's billing system, which was replaced during the quarter.
9
<PAGE>
Depreciation expense increased $.4 million, from $.1 million to $.5 million. The
increase was a result of the acquisitions completed during 1999 and the first
quarter of 2000 along with the capital equipment purchased during 1999 and the
first half of 2000. These purchases were related to the integration of the
common billing and accounting systems and the building of our centralized data
center in Albany, New York. Depreciation expense will continue to increase as
our Internet service providers increase their networks to support new and
existing subscribers.
Amortization expense increased $2.1 million, from $.4 million to $2.5 million.
This increase was a result of goodwill from the acquisitions completed during
1999 and the first quarter of 2000. Amortization expense will continue to
increase as we acquire additional companies and will vary according to purchase
prices and intangible assets. Our policy with respect to completed acquisitions
and for future acquisitions is to amortize the portion of purchase price
attributable to goodwill and other intangibles over the appropriate period,
generally five years.
Interest expense, net was $1.0 million for the quarter ended June 30, 2000, as
compared to interest income, net of $.1 million during the same period of 1999.
The difference was a result of interest expense on our outstanding debt during
2000 of $1.1 million obtained during the first quarter of 2000. This amount was
offset by interest income of $.1 million earned on our cash balances during the
quarter.
Income tax expense for the quarter ended June 30, 2000, which consisted solely
of state income taxes, was $45,000. We recorded no income tax expense or benefit
for the same period of 1999. We have not recorded any income tax benefit from
the non-deductible amortization of goodwill.
Net loss for the quarter ended June 30, 2000 was $6.3 million, or $0.69 per
share, as compared to $.5 million, or $0.10 per share during 1999.
Six Months Ended June 30, 2000
We recorded revenue of $11.2 million during the six month period ended June 30,
2000, an increase of $9.5 million, or 574%, from $1.7 million during the same
period of 1999. The increase was primarily a result of the acquisitions we
completed during 1999 and during the first quarter of 2000.
The following table provides a comparison of connectivity and operations, sales
and marketing and general and administrative expenses as a percentage of
revenues:
<TABLE>
<CAPTION>
Six Months Ended
June 30
-------
2000 1999
---- ----
<S> <C> <C>
Connectivity and operations 80.2% 36.6%
Sales and marketing 24.4% 38.0%
General and administrative 17.5% 34.6%
</TABLE>
Connectivity and operations expenses increased $8.4 million, from $.6 million to
$9.0 million. The increase was primarily a result of the acquisitions we
completed during 1999 and the first quarter of 2000. The 2000 costs also include
approximately $1.2 million of costs associated with integrating the combined
companies.
Sales and marketing expenses increased $2.1 million, from $.6 million to $2.7
million. The increase is primarily attributable to the acquisitions we completed
during 1999 and the first quarter of 2000, combined with the 15 new sales people
hired during the first quarter of 2000. We are also increasing our advertising
expenses as we enter new markets and build a comprehensive sales and marketing
team.
General and administrative expenses increased $1.4 million, from $.6 million to
$2.0 million. The increase was primarily a result of the acquisitions we
completed during 1999and the first quarter of 2000 along with the costs of
corporate overhead, which did not have significant operations until the second
quarter of 1999. General and administrative costs will continue to increase in
order to support our growth, primarily the personnel associated with the
implementation of a common billing system.
Write-off of impaired assets was $.9 million for the six months ended June 30,
2000. The Company wrote off the costs of acquired software relating to the
Company's billing system, which was replaced during the second quarter.
Depreciation expense increased $.8 million, from $.1 million to $.9 million. The
increase was a result of the acquisitions completed during 1999 and the first
quarter of 2000 along with the capital equipment purchased during 1999 and the
first half of 2000. These purchases were related to the integration of the
common billing and accounting systems and the building of our
10
<PAGE>
centralized data center in Albany, New York. Depreciation expense will continue
to increase as our Internet service providers increase their networks to support
new and existing subscribers.
Amortization expense increased $3.7 million, from $.5 million to $4.2 million.
This increase was a result of goodwill from the acquisitions completed during
1999 and the first quarter of 2000. Amortization expense will continue to
increase as we acquire additional companies and will vary according to purchase
prices and intangible assets. Our policy with respect to completed acquisitions
and for future acquisitions is to amortize the portion of purchase price
attributable to goodwill and other intangibles over the appropriate period,
generally five years.
Interest expense, net was $1.0 million for the six months ended June 30, 2000,
as compared to interest income, net of $.1 million during the same period of
1999. The difference was a result of interest expense on our outstanding debt
during 2000 of $1.1 million obtained during the first quarter of 2000. This
amount was offset by interest income of $.1 million earned on our cash balances
during the period.
Income tax expense for the six months ended June 30, 2000, which consisted
solely of state income taxes, was $.1 million. We recorded no income tax expense
or benefit for the same period of 1999. We have not recorded any income tax
benefit from the non-deductible amortization of goodwill.
Net loss for the six months ended June 30, 2000 was $9.7 million, or $1.09 per
share, as compared to $.7 million, or $0.16 per share during 1999.
Liquidity and Capital Resources
At June 30, 2000, we had $2.7 million of cash and cash equivalents, a decrease
of $4.8 million from December 31, 1999. Net cash used by operating activities
was $3.9 million. Net cash used for investing activities was $15.4 million,
primarily as a result of the acquisition of Telecon in March 2000. Net cash
provided by financing activities was $14.6 million, primarily as a result of
establishing a $15 million senior secured credit facility with MCG Finance
Corporation on March 16, 2000.
We believe that our reduction of cash and cash equivalents by $4.8 million to
$2.7 million and the net loss of approximately $9.6 million for the six months
ended June 30, 2000 is significantly related to increased personnel costs,
redundant connectivity costs and increased costs of services sold. All of these
increases relate to expenses incurred directly or indirectly as a result of
acquisitions and the integration of the new companies into and with our existing
subsidiaries.
We further believe that our available cash and cash flow from operations may
not be sufficient to fund our operations beyond the next 3 to 6 months or
give us the ability to continue to acquire Internet service providers and
telecommunications companies in accordance with our growth stategy to date
without a comprehensive plan to address our operating deficit and our capital
needs. Towards that end, we are taking a number of steps to reduce our costs
and expenses and raise additional capital, as follows:
- We have stepped-up and nearly completed the integration of the 12
companies we have acquired since May 1999. As a result, we are now
eliminating certain redundant connectivity costs and costs related to
services sold which are expected to result in annualized savings of
approximately $1.1 million.
- We have initiated a restructuring plan which will result in the
overall reduction of our work force by approximately 20% by the end of
the year.
- We have engaged Kaufmann Bros., L.P. as a financial adviser to
assist us in obtaining new equity capital from institutional and/or
strategic investors and to prepare market research.
- As previously announced, we recently terminated two previously
announced acquisitions and have delayed activity on certain other
proposed acquisitions in order to conserve cash until additional
financing of approximately $3 to 5 million is obtained. If we do not
secure additional sources of financing, we will not have the
necessary cash resources to continue to aggressively pursue our
acquisition strategy.
- Subject to Board and Lender approval, we have entered into agreements
with certain management personnel to accept stock or stock options in
lieu of a portion of salary.
- We are in the process of renegotiating certain terms of our $15
million credit facility with MCG Finance Corporation, as discussed
below under "Matters Involving Senior Debt."
We believe that the above plan will help to increase cash flow, to reduce costs
and expenses, and to enable us to continue our acquistion and growth strategy,
but we can not provide any assurance of such results.
11
<PAGE>
Nasdaq Delisting and Liquidity of Common Stock
On August 4, 2000, Nasdaq informed us that we had failed to comply with
continued listing standards and commenced an action to delist our common stock
from the National Market System. We are in the process of appealing Nasdaq's
decision and requesting an extension of time to comply with the National Market
standards. Our common stock will continue to trade on the National Market until
Nasdaq renders its final decision. In the event our common stock is delisted
from the National Market, our acquisition strategy may be adversely impacted to
the extent our common stock is less appealing to potential acquisition
candidates.
The Nasdaq National Market requires that as a condition of continued listing,
companies satisfy at least one of two maintenance standards relating to a
company's financial condition, results of operations and trading market for its
listed securities. Since we carry substantial goodwill on our books related to
companies acquired in business combinations accounted for under the purchase
method, and since we have financed a number of acquisitions through the issuance
of debt rather than securities, our net tangible assets are substantially below
the minimum $4 million threshold requirements under Maintenance Standard 1.
Maintenance Standard 2 requires, among other items, that the minimum bid price
for the listed securities be at least $5.00 per share. The closing price of our
common stock on August 9, 2000, was $3.56 per share. In the event Nasdaq grants
us an extension of time to comply with the maintenance standards and we are
successful in raising significant equity capital, we would expect to be able to
achieve compliance with Maintenance Standard 1.
If Nasdaq's determination of our appeal is unfavorable, our common stock would
be removed from listing on the Nasdaq National Market and we would seek to have
it listed for trading on the Nasdaq SmallCap Market. No assurance can be given
as to our ability to obtain listing for our common stock on the Nasdaq SmallCap
Market or as to our ongoing ability to meet the maintenance requirements
thereof.
If our common stock were to be delisted from trading on the Nasdaq National
Market, in order to obtain relisting on the Nasdaq National Market, we would
need to satisfy certain quantitative designation criteria which we do not
currently meet.
If our common stock were to be delisted from trading on the Nasdaq National
Market and were neither relisted thereon nor listed for trading on the Nasdaq
Small Cap Market, trading, if any, in our common stock may continue to be
conducted on the OTC Bulletin Board or in the non-Nasdaq over-the-counter
market. Delisting of our common stock would result in limited release of the
market price of the common stock and limited news coverage of our company and
could restrict investors' interest in the common stock and materially adversely
affect the trading market and prices for our common stock and our ability to
issue additional securities or to secure additional financing. In addition, if
our common stock were not listed and the trading price of the common stock were
less than $5 per share, our common stock could be subject to Rule 15g-9 under
the Securities Exchange Act of 1934 which, among other things, requires that
broker/dealers satisfy special sales practice requirements, including making
individualized written suitability determinations and receiving a purchaser's
written consent prior to any transaction. In such case, our common stock could
also be deemed to be a "penny stock" under the Securities Enforcement and Penny
Stock Reform Act of 1990, which would require additional disclosure in
connection with trades in the common stock, including the delivery of a
disclosure schedule explaining the nature and risks of the penny stock market.
Such requirements could severely limit the liquidity of our common stock.
Matters Involving Senior Debt
Although currently in compliance with the requirements under our $15 million
senior credit facility, we expect to be in default as of September 30, 2000
under certain of the financial covenants. We have received a written proposal
from our Lender to restructure the financial covenants which we believe would
reduce the likelihood of a default on such date. Although we expect to reach
an agreement on the proposal prior to September 30, factors beyond our
control may result in future covenant defaults or a payment default. If a
default occurs and is not waived by the Lender, the Lender could seek
remedies against us, including penalty rates of interest, immediate repayment
of the debt, and/or foreclosure on our assets securing the debt. If we become
insolvent or enter into a liquidation proceeding, after payment to our
creditors, there is likely to be insufficient assets remaining for any
distribution to stockholders.
12
<PAGE>
Year 2000 Readiness Disclosure Statement
We did not experience any interruption in our business activities or incur any
impairment to our financial condition or results of operations as a result of
passing into calendar year 2000. We will continue to monitor our own internal
systems and products to determine the impact, if any, of problems associated
with the year 2000. To date, year 2000 costs are not considered to be material
to our financial condition nor have we incurred any significant unplanned
expenditures to address or remediate year 2000 problems.
Effects of Inflation
We do not believe that inflation has had a material impact on our results of
operations during the three months ended June 30, 2000.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." Statement 133 changes the previous accounting
definition of "derivative" which focused on freestanding contracts like options
and forwards, including futures and swaps, expanding it to include embedded
derivatives and many commodity contracts. Under Statement 133, every derivative
is recorded in the balance sheet as either an asset or liability measured at its
fair value. Statement 133 requires that changes in the derivative fair value be
recognized currently in earnings unless specified hedge accounting criteria are
met. This Statement as amended by Statement 137 is effective for fiscal years
beginning after June 15, 2000. Earlier application is allowed as of the
beginning of any quarter beginning after issuance. We do not anticipate that
Statement 133 will have a material impact on our financial position or results
of operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. We were
required to adopt this accounting guidance, as amended by SAB 101B, no later
than the fourth quarter of fiscal 2000. We believe that our existing revenue
recognition policies and procedures are in compliance with SAB 101, and
therefore, SAB 101s adoption will have no impact on our financial condition,
results of operations or cash flows.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation: an Interpretation of APB Opinion No. 25. This Interpretation
clarifies the application of APB No. 25 for certain issues, including: the
definition of an employee, the criteria for determining whether a plan qualifies
as a noncompensatory plan, the accounting consequence of modifications to the
terms of a previously fixed stock option or award, and the accounting for an
exchange of stock compensation awards in a business combination. This
Interpretation is effective July 1, 2000, but certain conclusions apply to
events occurring after December 15, 1999 or January 12, 2000. To the extent that
this Interpretation covers events occurring during the period after December 15,
1998, or January 12, 2000, but before the effective date, the effects of
applying this Interpretation are recognized on a prospective basis from July 1,
2000. We expect that the adoption of this Interpretation will not have a
material impact on our financial position or results of operations.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We provide Internet access and related services to individuals and small to
medium sized businesses in northeastern New York state, Massachusetts and
Connecticut. We are not subject to changes in foreign currency exchange rates or
weak economic conditions in foreign markets. Our interest income is subject to
changes in the general level of U.S. interest rates, particularly since the
majority of our investments are in short-term instruments. Due to the nature of
our short-term investments, we have concluded that there is no material market
risk exposure. Therefore, no quantitative tabular disclosures are required.
Our investment policy requires us to invest funds in excess of current operating
requirements in obligations of the U.S. government and its agencies and
investment grade obligations of state and local governments and U.S.
corporations.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) Pursuant to Item 701(a)-(e) of Regulation S-K, the following
information is provided as to all equity securities of BiznessOnline.com, Inc.
sold by the Company during the period covered by this report that were not
registered under the Securities Act of 1933, as amended, and have not previously
been reported in a quarterly report on Form 10-Q, or an annual report on Form
10-K:
1. On May 26, 2000, the Company issued an aggregate of 220,000 shares of its
common stock to Duffy & Sweeney, Ltd., a Rhode Island professional
corporation and counsel to the Company, in exchange for a promissory note
in the principal amount of $605,000. Said issuance was made in a
transaction not involving a public offering without registration under the
Securities Act of 1933 in reliance upon the exemption from registration set
forth in Section 4(2) of the Act. The principals of Duffy & Sweeney each
represented that they were sophisticated investors. Each principal
acknowledged and represented to the Company in writing that such person
understands and agrees that the shares of common stock to be issued in such
transaction: have not been registered under the Securities Act of 1933; are
being acquired solely for their own account without any present intention
of resale or distribution (except for permitted distribution to certain
stockholders and/or employees); and will not be resold without registration
under the Securities Act of 1933 or in compliance with an available
exemption from registration. Each person also acknowledged that such person
was able to bear the economic risk of an investment in the common stock and
afford a complete loss of such investment, and that such person had the
opportunity to ask questions of and receive answers from the Company's
management concerning any and all matters relating to the acquisition of
the common stock of the Company.
2. On June 15, 2000, the Company issued 13,551 shares of its common stock to
Gregory Schwenk, a consultant, in exchange for services. Said issuance was
made in a transaction not involving a public offering without registration
under the Securities Act of 1933 in reliance upon the exemption from
registration set forth in Section 4(2) of the Act. Mr. Schwenk represented
that he was a sophisticated and accredited investor. He received a copy of
a currently dated Information Statement regarding the Company. He
acknowledged and represented to the Company in writing that he understands
and agrees that the shares of common stock to be issued in such
transaction: have not been registered under the Securities Act of 1933;
are being acquired solely for his own account without any present
intention of resale or distribution; and will not be resold without
registration under the Securities Act of 1933 or in compliance with an
available exemption from registration. He also acknowledged that he was
able to bear the economic risk of an investment in the common stock and
afford a complete loss of such investment, and that he had the opportunity
to ask questions of and receive answers from the Company's management
concerning any and all matters relating to the acquisition of the common
stock of the Company.
3. Also on June 15, 2000, the Company issued 20,150 shares of its common
stock to the members of Cyberzone, LLC as a post-closing adjustment
pursuant to an Asset Purchase Agreement entered into in December
1999. Said issuance was made in a transaction not involving a public
offering without registration under the Securities Act of 1933 in reliance
upon the exemption from registration set forth in Section 4(2) of the Act.
The members of Cyberzone each represented that they were sophisticated
and accredited investors. Each person acknowledged and represented to the
Company in writing that such person understands and agrees that the shares
of common stock to be issued in such transaction: have not been registered
under the Securities Act of 1933; are being acquired solely for their own
account without any present intention of resale or distribution; and will
not be resold without registration under the Securities Act of 1933 or in
compliance with an available exemption from registration. Each person also
acknowledged that such person was able to bear the economic risk of an
investment in the common stock and afford a complete loss of such
investment, and that such person had the opportunity to ask questions of
and receive answers from the Company's management concerning any and all
matters relating to the acquisition of the common stock of the Company.
4. Also on June 15, 2000, the Company issued 31,455 shares of its common stock
to various employees as bonus compensation pursuant to their employment
agreements with the Company. Said employees were former owners and
founders of companies we have acquired since 1999 pursuant to asset
purchase or merger agreements in which the Company issued stock to such
persons as part of the acquisition price. Said issuances were made in
transactions not involving a public offering without registration under
the Securities Act of 1933 in reliance upon the exemption from
registration set forth in Section 4(2) of the Act. Each person
acknowledged and represented to the Company in writing that such person
understands and agrees that the shares of common stock to be issued in
such transaction: have not been registered under the Securities Act of
1933; are being acquired solely for their own account without any present
intention of resale or distribution; and will not be resold without
registration under the Securities Act of 1933 or in compliance with an
available exemption from registration. Each person also acknowledged that
such person was able to bear the economic risk of an investment in the
common stock and afford a complete loss of such investment, and that such
person had the opportunity to ask questions of and receive answers from
the Company's management concerning any and all matters relating to the
acquisition of the common stock of the Company.
14
<PAGE>
5. On June 30, 2000, the Company issued an aggregate of 131,250 shares of its
common stock to the two stockholders of Integration, Inc., a New York
corporation, comprising the merger consideration paid to such persons
pursuant to an Agreement and Plan of Merger and Reorganization by which
Integration was merged into a wholly owned subsidiary of the Company. The
issuance was made in connection with an acquisition transaction not
involving a public offering without registration under the Securities Act
of 1933 in reliance upon the exemption from registration set forth in
Section 4(2) of the Act. The stockholders of Integration, Inc.,
each represented that they were sophisticated and accredited investors.
All such persons received a copy of a currently dated Information
Statement regarding the Company. Each person acknowledged and represented
to the Company in writing that such person understands and agrees that the
shares of common stock to be issued in such transactions: have not been
registered under the Securities Act of 1933; are being acquired solely for
their own account without any present intention of resale or distribution;
and will not be resold without registration under the Securities Act of
1933 or in compliance with an available exemption from registration. Each
person also acknowledged that such person was able to bear the economic
risk of an investment in the common stock and afford a complete loss of
such investment, and that such person had the opportunity to ask questions
of and receive answers from the Company's management concerning any and
all matters relating to the acquisition of the common stock of the
Company.
Pursuant to Item 701 (f) of Regulation S-K, the following information is being
furnished to disclose certain information regarding the uses of proceeds by
BiznessOnline.com, Inc. in its initial public offering of common stock:
(i) The Registration Statement for the initial public offering (File
Number 333-73067) was declared effective on May 11, 1999.
(ii) From the effective date of the initial public offering registration
through June 30, 2000, the amount of net offering proceeds used for
any purpose for which at least 5% of the offering proceeds or $100,000
(whichever is less) was used is as follows:
<TABLE>
<S> <C>
Repayment of promissory notes to the stockholders of Global 2000 Communications, Inc. $ 580,000
Payment of the cash portion of the purchase price due to the four Internet service providers
we acquired in May 1999 5,730,000
Acquisition of Ascent Networking 1,050,000
Acquisition of WebWay, LLC 830,000
Acquisition of Infoboard, Inc. 1,380,000
Acquisition of Cyberzone, LLC 1,900,000
Acquisition of NECAnet, Inc. 1,575,000
Acquisition of Prime Communications System, Incorporated 1,240,000
Repayment of indebtedness of Internet service providers 276,000
Purchases of capital equipment, primarily relating to our data center in Albany, NY 6,058,000
-----------
Total $20,619,000
===========
</TABLE>
15
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At BiznessOnline.com, Inc.'s Annual Meeting of Stockholders held May 5,2000, the
following proposals were adopted by the margins indicated.
1. To elect a board of Directors to serve until the next Annual Meeting
of Stockholders and until their successors are elected and qualified.
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- -----------------------
NOMINEE DIRECTOR FOR WITHHELD
---------------------------------------- -------------------------------------- -----------------------
<S> <C> <C>
Mark E. Munro 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
S. Keith London 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
Robert A. Byrne 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
David Conboy 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
John B. Fraser 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
Joseph Luciano 6,144,492 8,350
---------------------------------------- -------------------------------------- -----------------------
---------------------------------------- -------------------------------------- -----------------------
</TABLE>
2. To approve the amendment to the Company's 1999 Stock Incentive Plan.
Number of shares voted: FOR 6,066,307; AGAINST 69,420
3. To approve the amendment to the 1999 Non-Employee Director Stock
Incentive Plan.
Number of shares voted: FOR 6,055,702; AGAINST 80,360
4. To ratify the selection of KPMG LLP, independent public accountants,
as auditors for the Company for the fiscal year ending December 31, 2000.
Number of shares voted: FOR 6,141,728; AGAINST 6,180
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(10.38) Agreement and Plan of Merger by and among the
Company, BOL Acquisition Co. XIII, Inc., Integration,
Inc. and the stockholders of Integration, Inc. dated
June 13, 2000.
(10.39) Letter Agreement between the Company and Kaufman
Bros.,L.P. dated June 20, 2000
(10.40) Warrant issued to Kaufmann Bros., L.P. to purchase
the Company's Common Stock dated June 20, 2000
(11) Statement re Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K:
On April 14, 2000 the Company filed a Current Report
on Form 8-K to report the acquisitions of Telecon
Communications Corp, a competitive local exchange carried
located in Johnstown, New York and Telesupport, Inc., an
Internet service provider located in Johnstown, New York.
On June 14, 2000 the Company filed an amended Current
Report on Form 8-K (initially filed on April 14, 2000) to
report the acquisitions of Telecon Communications Corp, a
competitive local exchange carrier located in Johnstown, New
York and Telesupport, Inc., an Internet service provider
located in Johnstown, New York and to provide financial
statements and pro forma financial information regarding the
acquisitons.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: August 11, 2000 BiznessOnline.com, Inc.
By /s/Daniel J. Sullivan
----------------------------------------------
Daniel J. Sullivan
Vice President and Chief Financial
Officer (Authorized Officer on behalf of
Registrant and Principal Financial and
Accounting Officer)
17
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.38 Agreement and Plan of Merger by and among the Company, BOL
Acquisition Co. XIII, Inc., Integration, Inc. and the
stockholders of Integration, Inc. dated June 13, 2000.
10.39 Letter Agreement between the Company and Kaufman Bros., L.P.
dated June 20, 2000
10.40 Warrant issued to Kaufmann Bros., L.P. to purchase the
Company's Common Stock dated June 20, 2000.
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
</TABLE>
18
