20
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[X] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 1999, 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 No. 0-26917
BUI, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 87-0528557
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
66 E. Wadsworth Park Drive, Suite 101, Draper, Utah 84020
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (801) 523-8929
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $0.0001
Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year:
$4,755,687.
The aggregate market value of voting stock held by non-affiliates
computed on the basis of the last sale price on March 28, 2000,
was $17,105,000.
As of December 31, 1999, the Registrant had outstanding 3,508,835
shares of Common Stock, par value $0.0001.
Documents incorporated by reference: None.
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTION Page
Part I
1. Description of Business 3
2. Description of Properties 8
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
Part II
5. Market for Common Equity and Related Stockholder 8
Matters
6. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
7. Financial Statements 11
8. Changes in and Disagreements with Accountants 12
on Accounting and Financial Disclosure
Part III
9. Directors, Executive Officers, Promoters and Control 12
Persons; Compliance with Section 16(a) of the
Exchange Act
10. Executive Compensation 13
11. Security Ownership of Certain Beneficial Owners and 15
Management
12. Certain Relationships and Related Transactions 17
13. Exhibits and Reports on Form 8-K 17
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
BUI, Inc., is a Delaware corporation engaged in the business
of selling services and products to consumers and small
businesses under the name "BuyersOnline." On April 20, 2000, our
name will change to BuyersOnline.com, Inc. Our new name reflects
the expansion of our business into selling services and products
over the Internet.
The marketing strategy of BuyersOnline is based on a
membership concept under which members of BuyersOnline are
entitled to receive the services and products offered at lower
prices than can be obtained elsewhere. BuyersOnline uses the
purchase power of its membership to negotiate lower prices from
producers and resellers of the services and products. Lower
pricing allows BuyersOnline to attract and retain members, and
makes it possible for BuyersOnline to offer rebate incentive
programs to its members for referring to BuyersOnline new
prospective members.
BuyersOnline offers services and products that are
considered "essential", part of the monthly or annual budget of
individuals, families, and small businesses. BuyersOnline
believes consumers prefer to save money where they spend it most,
on services and products they must consume or use each month and
year. By becoming a member, a consumer or small business simply
makes a choice on where to purchase essential services and
products, not on whether to spend money on items outside its
normal budget.
We are now expanding our selection to include a broader
range of consumer products and services, including clothing and
accessories, books and music, health and beauty products, sports
and recreation products, office supplies, toys and games, home
and garden products, computer products, travel service, specialty
food products, and specialty gift items. In the second half of
2000, BuyersOnline intends to launch its new web site that will
enable members to purchase these products online and receive from
BuyersOnline a rebate on each product and service purchase.
Members will be able to save money not only on the essential
goods and services we offer, but also on discretionary purchases
that are part of everyone's yearly spending.
BuyersOnline has over 16,000 members located in 48 states.
Its target market includes networking professionals, small
businesses, and middle-class families with an annual household
income between $36,000 and $80,000, as these are the most likely
to respond actively to the savings opportunity offered by
BuyersOnline. Members reside mostly in high population centers
and they tend to spend more than the average on long distance
services. Approximately one-third of the present membership
consists of small businesses and entrepreneurs who operate home-
based businesses.
BuyersOnline was formed as a Utah corporation under the name
"Linguistix, Inc.", in 1995 as a subsidiary of Twin Creek
Exploration Co., Inc. ("Twin Creek"). It received certain assets
of Twin Creek for its stock and was spun-off to the stockholders
of Twin Creek in connection with a business reorganization
between Twin Creek and an unrelated corporation. In November
1997, BuyersOnline acquired WealthNet Incorporated, a Utah
corporation, through an exchange of 1,852,589 shares of
BuyersOnline common stock, or approximately 92% of the
outstanding shares, for all of the capital stock of WealthNet
Incorporated. The transaction was accounted for as a reverse
purchase acquisition, in which WealthNet Incorporated was treated
as the acquiring company and BuyersOnline as the acquired
Company. BuyersOnline adopted the name, "Buyers United
International, Inc.," and WealthNet changed its name to "Buyers
United, Inc." Since that acquisition, we have pursued the
business described below, which was started by WealthNet in
January 1996. In March 1999, we changed our corporate domicile
from Utah to Delaware through a merger with a Delaware
corporation formed for that purpose. In connection with the
change in domicile, our name changed to BUI, Inc., and we
effected a 1-for-4 reverse split in the issued and outstanding
common stock. On April 20, 2000, our name will change to
BuyersOnline.com, Inc.
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BuyersOnline's offices are located at 66 E. Wadsworth Park
Drive, Suite 101, Draper, Utah 84020, where our telephone number
is (801) 523-8929.
Marketing Strategy
Selection of services and products
In selecting service and product providers, BuyersOnline
focuses on the quality of the service or product. It believes
that offering a service or product at a low cost, alone, is not
enough. The service or product must meet consumer expectations
of performance and quality. After locating a suitable service or
product, BuyersOnline negotiates for lower pricing or rebate
arrangements based on the purchasing power of its members. We
believe the combination of good quality and low cost will attract
and retain members for BuyersOnline.
Since its inception in January 1996, BuyersOnline focused on
selling long distance service because consumers and businesses
use long distance every month and look for ways to save money on
this service. This focus has enabled BuyersOnline to build the
size of its membership base. In 1999 we added PCS cellular
service because of the wide spread use of cellular phones by
consumers and businesses. With the recent explosion in Internet
commerce, especially among small businesses, BuyersOnline is now
offering low cost Internet access to its members and Internet web
site hosting. With the rapid increase in retail e-commerce,
BuyersOnline is obtaining agreements with name brand companies to
offer their consumer and business products and services to our
members through a new web site we intend to launch in the last
six months of 2000. By expanding its service and product
offerings, BuyersOnline believes that membership will be
attractive to a larger number of prospective members and existing
members will have added incentive for staying with BuyersOnline.
Member referral strategy
Management believes that member-generated, "word-of-mouth"
referral sales is a fast and cost-effective way for BuyersOnline
to increase its membership and its sales. It has focused on this
marketing approach since its inception.
BuyersOnline believes consumers are willing to share with
their personal acquaintances a satisfying and rewarding
experience with its services and products, and the recommendation
of a personal acquaintance is credible. As an inducement to share
this experience, BuyersOnline has adopted an incentive program
for members called "Piece of the Pie", which allows them to
benefit from identifying new prospective members for
BuyersOnline.
Under the "Piece of the Pie" incentive program, members who
have successfully referred others to BuyersOnline receive a
monthly rebate on the services and products their referrals
purchase from BuyersOnline. Every month, BuyersOnline rebates
10% of Usage Revenue to members. Collected Usage Revenue is
defined as the usage portion of a bill that is paid in full
within 45 days of the statement date. The usage portion of a
member's monthly bill represents the amount of services and
products used or purchased during the month. This rebate pool is
referred to as the "Pie." The "Pie" is disbursed proportionally
every month to qualifying members according to the amount of
usage generated by their referrals. The "Piece of the Pie"
rebate allocated to a member in a given month is applied first to
payment of the Member's bill in the next month. If the bill is
paid in full and an excess rebate remains, it is carried over to
the next month if less than $100 or paid by check to the member
if more than $100. BuyersOnline accounts for the Piece of the
Pie rebates by recording an accrual for the estimated rebates to
be paid applicable to each month's revenues. The rebates are
classified as Selling and Promotion expense on the Statements of
Operations, and the rebate is accrued on the Balance Sheet under
Accrued Rebates.
A member is not required to refer any new members to
BuyersOnline in order to purchase services and products from
BuyersOnline on the same terms as all other members. The
services and products offered meet the needs of many members, who
simply want to save money on services and products. The "Piece
of the Pie" incentive program allows members to obtain additional
benefits through rebates.
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BuyersOnline believes the "Piece of the Pie" incentive
program has the added value of creating member loyalty. Members
receiving rebates on services and products purchased from
BuyersOnline will be reluctant to give up those rebates by
switching to a different provider. The rebate benefit also makes
it more difficult for other service providers to compete with
BuyersOnline on the basis of price.
A member who refers a new prospective member does not
process or sign and new member forms for BuyersOnline. Members
are not employees, independent contractors, or agents of
BuyersOnline, and have no authority to sign new members.
Member service
BuyersOnline maintains a staff of service representatives
for its members, which is designated as the "Legendary Member
Service" group. Management believes that member support and
assistance is important to growing and maintaining its member
base, because member service is an important part of the overall
consumer experience with the services and products offered by
BuyersOnline. BuyersOnline's goal is to exceed members' service
expectations, so that they remain with BuyersOnline and are more
willing to tell new prospective members of their positive
experiences.
Members are urged to contact BuyersOnline through its toll
free number with any questions or concerns. The Legendary Member
Service group addresses member questions and complaints, assists
members with the "Piece of the Pie" incentive program, provide
information on services and products, and works with members on
billing questions and timely payment.
National advertising
We will launch an extensive nationwide advertising campaign
this summer that is expected to attract new members to the new
buyersonline.com web site. We hope to use the endorsements of
national celebrities in the campaign. They will carry
BuyersOnline's messages to millions of potential members with
nationwide television ads and "infomercials," half-hour paid
advertising programs. We have engaged a producer for the
"infomercials" and spot ads, which are now under development.
The advertising campaign also will focus on the most
important aspect of our business, our members, who will offer
testimonials supporting the benefits to consumers provided by
BuyersOnline and its "Piece of the Pie" philosophy of providing
incentive and customer rebates. We expect to begin airing the
ads and "infomercials" in selected markets around the country
during 2000.
Services and Products
BuyersOnline saves money for its members in two different
ways. Presently we offers products and services to members that
are billed through us and we negotiate with the product or
service provider for discounts that are passed along to members.
We will continue to add products and services that are billed
through us. In 2000 we will begin offering through our web site
products and services that members will purchase and pay for
directly with the provider at full price under arrangements that
give a rebate back to BuyersOnline, and we pass the rebate on to
members on their monthly billing statement. BuyersOnline will
retain approximately 15% of the discounts and rebates.
Products and services we bill to members
BuyersOnline offers long distance phone service and related
products, including travel cards and 800/888 service. Long
distance and related services are provided by three different
long distance companies. We offer domestic long distance service
to our members at a rate of 6.9 cents per minute and overseas
long distance at discounted rates. The long distance rate to
BuyersOnline for domestic charges is fixed by agreement. The
long distance rate for overseas calls may be adjusted by the long
distance provider on seven days advance notice to BuyersOnline.
All long distance charges are billed to BuyersOnline and due
within 30 days. BuyersOnline, in turn,
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bills its members for their long distance calls. We believe
long distance service at comparable rates is available from a
number of providers, and we continually seek out the lowest
pricing for our members.
In the later part of 1999, BuyersOnline began offering PCS
cellular service. We offer four different usage plans that range
from $29.99 to $89.99 per month. Features include a selection of
cellular phones, including phones with Internet capability,
detailed billing statements, minute usage information available
daily, and billing information available over the Internet.
BuyersOnline launched an Internet service program in January
1999. Internet services include unlimited local dial-up access
at approximately 2,100 locations across the country, free
filtering services, unlimited e-mail, web hosting for businesses,
and activity reporting. Management plans to add online billing
capability for bundled goods and services, discount consolidating
with existing web sites, and manufacturer-direct web commerce
opportunities. The Internet access program is provided by SISNA,
Inc., based in Salt Lake City, Utah, under a three-year contract
expiring in October 2001. The basic Internet service is offered
to members at $16.95 per month for unlimited access. We added
web site hosting in 1999 at a monthly rate of $9.95 for 50MB of
server space. This service allows a member to set up and manage
its own web site for retail sales, other business offerings, or
personal use.
Roadside vehicle assistance is now offered at an annual rate
of $56 per family or $36 per individual. This service is
provided by Continental Car Club, which has nationwide coverage.
Roadside assistance includes towing and emergency services 24
hours a day and customer service assistance that can help with
road emergencies or problems.
Revenue attributable to PCS cellular service, Internet
services, and roadside assistance were not significant in 1999.
BuyersOnline has no plans to acquire a long distance network
or establish its own infrastructure for other services and
products it offers. As a result, BuyersOnline depends on
developing and maintaining relationships with third party
providers of the services and products it offers. BuyersOnline
relies on the purchasing power of its members to negotiate the
terms of its arrangements with providers. An additional benefit
to providers is that BuyersOnline handles all billing and
collection for the services and products purchased by its
members, so that the provider avoids this cost of business.
BuyersOnline believes that it is on good terms with its current
providers. In the event its relationship with a provider
terminates for any reason, management believes it could obtain
the same services or products from other providers on terms
similar to existing contracts.
Web site products and services
In the summer of 2000 BuyersOnline plans to offer to its
members through its new web site the opportunity to buy a wide
variety of consumer products and services directly from the
retailer. BuyersOnline will receive a rebate from the retailer
for member purchases, and pass a portion of this rebate on to its
members on their monthly billing statements. Rebates are
expected to range from 1% to 30% depending on the product or
service and the retailer.
We now have contracts with 21 retailers to sell products and
services to our members online including auto parts, music,
clothing and accessories, computer products, health and beauty
products, sports products, travel services, toys, pet supplies,
home and garden products, specialty food items, and office
supplies. We have reached agreements in principle for products
and services with 59 additional retailers, and are negotiating
agreements with 111 more retailers. All of the retailers offer
nationally recognized, name brand products and services.
BuyersOnline also has agreements with a substantial number
of the major cellular phone providers to sell their cellular
phone service through our web site for a 50% commission on each
sale, a portion of which will be passed on to members.
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Governmental Regulation
BuyersOnline's relationship marketing system may be affected
by government regulation, including state regulation of marketing
practices and federal and state regulation of the offer and sale
of business franchises, business opportunities, and securities.
Although BuyersOnline believes that its relationship marketing
system is in compliance with all currently applicable
regulations, there can be no assurance that it will remain in
compliance in the future as a result of new interpretations of
existing regulations or adoption of new regulations.
Long distance telecommunications carriers currently are
subject to extensive federal and state government regulation,
including regulation of both domestic and international tariffs
for their services and certification or registration
requirements. BuyersOnline is indirectly subject to these
regulations because it offers long distance service provided by
others. Of particular relevance to BuyersOnline is federal and
state regulation of "slamming", which is the practice of changing
long distance service of a consumer without proper authorization.
To avoid violation of regulations in this area, BuyersOnline is
required in certain states to obtain from its members
authorization to change long distance service that meets certain
requirements. BuyersOnline believes it is in compliance with
federal and state regulation of changing long distance service.
Competition
The consumer buying organization industry is highly
competitive. Many of the competitors of BuyersOnline are
substantially larger with greater financial and other resources.
The U.S. long distance telecommunications industry is highly
competitive and significantly influenced by the marketing and
pricing practices of the major industry participants, AT&T,
Sprint and MCI WorldCom. AT&T, Sprint and MCI WorldCom are
significantly larger than BuyersOnline and have substantially
greater resources. BuyersOnline also competes with other
national and regional long distance carriers, which employ
various means to attract new subscribers, including television
and other advertising campaigns, telemarketing programs, network
marketing, cash payments and other incentives to new subscribers.
The ability of BuyersOnline to compete effectively will depend on
its ability to provide high quality services at competitive
prices.
Our competitors in providing consumer products over the
Internet include companies with strong brand recognition and
Internet industry experience. Furthermore, the industry is
highly fragmented with a large number of competitors of
comparable or greater size to BuyersOnline offering consumer
services and products. Many of our competitors possess core
capabilities to deliver ancillary services, such as customer
service and billing services. Our position in the industry could
be harmed by any of these existing or future competitors, some of
which may have longer operating histories, greater name
recognition and greater financial, technical, marketing,
distribution and other resources than we do.
Building recognition of our brand is critical to attracting
additional members and new strategic alliances. Our failure to
promote and maintain our brand successfully may result in stunted
growth, loss of customers, loss of market share and loss of
strategic alliances. Accordingly, we intend to continue pursuing
an aggressive brand-enhancement strategy, which includes
promotional programs and public relations activities. We intend
to make significant expenditures in 2000 on these advertising and
promotional programs and activities, while other consumer product
and service companies with much greater resources are doing the
same. These expenditures may not result in a sufficient increase
in net revenues to cover our advertising and promotional
expenses. We cannot assure you that promoting our brand name
will enable us to be competitive or increase our net revenues.
Employees
As of March 28, 2000, BuyersOnline employed a total of 75
persons, including five executives and 70 in member services,
technical operations, and marketing. None of the its employees
is represented by a labor union. BuyersOnline has experienced no
work stoppages and believes that its relations with its employees
are good.
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ITEM 2. DESCRIPTION OF PROPERTIES
BuyersOnline leases its executive offices at two locations
in Draper, Utah (a suburb of Salt Lake City). The offices
consist in the aggregate of approximately 5,900 square feet. The
current combined monthly lease rate is approximately $7,000, and
one of the leases increases annually at the rate of 3.5 percent.
The lease for BuyersOnline's primary office space expires June
2004, but BuyersOnline has an option to renew the lease for an
additional five years. Management believes that all the office
space is adequate for BuyersOnline's anticipated needs for at
least the next six months.
ITEM 3. LEGAL PROCEEDINGS
BuyersOnline is currently not a party to any material
pending legal proceedings, and to the best of its knowledge, no
such proceedings by or against BuyersOnline have been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders in the
fourth quarter of 1999. In February 2000, a majority of the
stockholders approved an amendment to the Certificate of
Incorporation changing our name to "BuyersOnline.com, Inc." The
name change will be effective on or about April 20, 2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of BuyersOnline trades sporadically in the
over-the-counter market. There was no trading market for the
common stock prior to the first quarter of 1998. The following
table sets forth for the respective periods indicated the prices
of the common stock in the over-the-counter market, as reported
and summarized on the OTC Bulletin Board. Such prices are based
on inter-dealer bid and asked prices, without markup, markdown,
commissions, or adjustments and may not represent actual
transactions. In April 1999, BuyersOnline effected a 1-for-4
reverse split in the issued and outstanding common stock in
connection with the change of its domicile to Delaware. All
prices have been adjusted retroactively to reflect the reverse
split.
Calendar Quarter Ended High Bid ($) Low Bid ($)
March 31, 1998 12.00 7.00
June 30, 1998 14.00 6.00
September 30, 1998 9.00 5.00
December 31, 1998 4.50 2.00
March 31, 1999 4.25 1.00
June 30, 1999 3.00 3.00
September 30, 1999 2.88 2.00
December 31, 1999 2.13 1.13
Since its inception, no dividends have been paid on the
common stock. BuyersOnline intends to retain any earnings for
use in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the
foreseeable future. There is currently outstanding 2,000,000
shares of Series A Convertible Preferred Stock. Under the terms
of this preferred stock, BuyersOnline can not make any
distributions on its common stock without the approval of a
majority of the preferred stock. At March 28, 2000, there were
approximately 4,000 holders of record of the common stock.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
BuyersOnline is engaged in the business of selling to
consumers and small businesses services and products. The
marketing strategy of BuyersOnline is based on a membership
concept under which members of BuyersOnline are entitled to
receive the services and products offered at lower prices than
can be obtained elsewhere. BuyersOnline uses the purchasing
power of its membership to negotiate lower prices or rebates from
producers and resellers of the services and products. Lower
pricing allows BuyersOnline to attract and retain members, and
makes it possible for BuyersOnline to offer rebate incentive
programs to its members for referring to BuyersOnline new
prospective members. BuyersOnline's goal is to build a national
consumer membership organization. Its strategy for achieving
this goal is to focus on its member referral and rebate program,
expand service and product offerings, and develop and promote a
television advertising program to attract new members.
BuyersOnline provides services and products that it believes
are perceived by consumers and businesses as essential or are
compatible with their normal annual expenditures. Since its
inception in January 1996, BuyersOnline focused on selling long
distance service. This focus has enabled BuyersOnline to build
the size of its membership base. With the recent explosion in
Internet commerce, especially among small businesses,
BuyersOnline is now offering low cost Internet access to its
members.
We are now expanding our selection to include a broader
range of consumer products and services., including clothing and
accessories, books and music, health and beauty products, sports
and recreation products, office supplies, toys and games, home
and garden products, computer products, travel service, specialty
food products, and specialty gift items. In the second half of
2000, BuyersOnline intends to launch its new web site that will
enable members to purchase these products online and receive from
BuyersOnline a rebate on each product and service purchase.
By expanding its service and product offerings, BuyersOnline
believes that membership will be attractive to a larger number of
prospective members and existing members will have added
incentive for staying with BuyersOnline.
BuyersOnline has over 16,000 members located in 48 states.
Its target market includes networking professionals, small
businesses, and middle-class families with an annual household
income between $36,000 and $80,000, as these are the most likely
to respond actively to the savings opportunity offered by
BuyersOnline. Members reside mostly in high population centers
and they tend to spend more than the average on long distance
services. Approximately one-third of the present membership
consists of small businesses and entrepreneurs who operate home-
based businesses.
BuyersOnline has suffered recurring losses from operations.
During the years ended December 31, 1999 and 1998, the Company's
net loss applicable to common stockholders were $1,924,885 and
$1,466,582, respectively. As of December 31, 1999, we had an
accumulated deficit of $7,195,531. During the years ended
December 31, 1999 and 1998, our operations used $1,910,397 and
$1,275,988 of cash, respectively. BuyersOnline needs additional
capital to finance future operations until its business
objectives are implemented and generate sufficient revenue to
sustain the business. Management is attempting to raise
additional capital to fund operations and provide working
capital; however, there can be no assurance that additional
funding will be available or, if available, that it will be
available on acceptable terms or in required amounts. If we do
find financing, there is no assurance that BuyersOnline will
succeed in achieving profitable operations.
Results of Operations - Year Ended December 31, 1999
During 1999, BuyersOnline continued to purchase long distance
service at wholesale and resell to its members. Before
and during part of 1998, BuyersOnline acted as an agent to enroll
customers to be serviced by the former long distance provider's
organization. Accordingly, BuyersOnline under the former
arrangement
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simply received and recorded a commission for their enrollment
services. Beginning in 1998 and continuing on into 1999,
BuyersOnline recorded the amount billed to their customers as
revenue and reflected the wholesale costs to purchase the long
distance as a cost of revenue. As a result, BuyersOnline in 1999
recorded an increase in telecommunications services billed
directly to members, and did not receive any net commissions on
telecommunications service. Membership at the end of 1999 had
increased by 85% as compared to the previous year, however during
1999 BuyersOnline also decreased its long distance rates by
approximately 20%. This rate decline more than offset the
increase BuyersOnline experienced in new members, resulting in
revenues of $4.76 million in 1999, as compared to $4.87 million
in 1998, an overall decline of 2%. Costs of revenue rose 6%
during 1999 to $3.1 million from $2.9 million during 1988, due to
the increase in member usage. By the end of 1999 and into 2000
BuyersOnline began diversifying its vendor base. During the
latter half of 1998 and through most of 1999, BuyersOnline relied
on a single wholesaler to provide long distance service to
members. BuyersOnline now uses three long distance providers and
expects to continue aggressively negotiating with long distance
wholesalers to bring wholesale costs down.
Operating expenses, exclusive of costs of revenues,
increased during 1999 to $3.35 million, a 11% increase over
operating costs of $3.02 million during 1998. During 1999,
BuyersOnline continued its pattern of operations begun in 1997 of
supporting operating systems and facilities needed to maintain
the significant new membership increases gained during 1998.
Consequently, membership growth in 1999 was achieved without any
dramatic increase in operating expenses during most of the year.
Toward the end of 1999 however, BuyersOnline began to increase
spending in strategic areas to prepare for significant revenue
growth during the year 2000, which resulted in the overall 11%
operating cost increase. During 2000, BuyersOnline plans to
expand existing sales channels, and develop new ones in addition
to continuing development efforts on the infomercial marketing
tool. In addition, BuyersOnline is planning capacity increases
in both internally and externally developed information
technology. This will allow BuyersOnline to leverage its
membership base as it pursues its "BuyersOnline.com" marketing
strategy.
Interest income during 1999 was $49,454 as compared to $274
earned in 1998 due to the funds on hand from the preferred stock
offering. Interest expense for 1999 was $123,628, a decrease of
68% over interest expense of $388,973 for 1998.
As a result of the above factors, overall net loss before
the Series A Preferred Stock dividend increased 20% to $1.76
million for the year ended December 31, 1999 as compared to $1.47
million for the year ended December 31, 1998.
Results of Operations - Year Ended December 31, 1998
Revenue for 1998 was $4.87 million as compared to $867,752
for 1997, and costs of revenues for the same respective periods
were $3.02 million as compared to $51,108. The significant
increases in both revenues and costs of revenues were
attributable to an overall increase in BuyersOnline's membership
base, and the difference in the terms of the service contract
utilized by BuyersOnline with its long distance service provider.
Whereas during 1998 BuyersOnline sold and serviced long distance
that it purchased wholesale, under the former arrangement through
1997 BuyersOnline acted as an agent to enroll customers to be
serviced by the former long distance provider's organization.
Operating expenses, exclusive of cost of revenues, were
$3.02 million in 1998 as compared to $2.98 million in 1997, an
increase of only 1.3%. In 1997, BuyersOnline established the
basic operating systems and facilities for its business, which
needed to be in place to support future growth in membership.
Consequently, membership growth in 1998 and the resulting
increase in revenues were achieved without any meaningful
increase in operating expenses.
Loss from operations decreased $1.09 million to a loss from
operations of $1.08 million for the year ended December 31, 1998,
compared to a loss from operations of $2.17 million for the year
ended December 31, 1997. This substantial improvement is a
result of increased revenues in 1998 from BuyersOnline's growing
membership base without an increase in its operating expenses
before cost of revenues from 1997 to 1998.
10
<PAGE>
Total other expense, net decreased from $522,090 in 1997 to
$388,699 for 1998. This reduction is a result of a decrease in
interest expense on debt financing.
As a result of the above factors, net loss decreased from
$2.69 million for the year ended December 31, 1997, to $1.47
million for the year ended December 31, 1998.
Operations were not significantly impacted by inflation
during the years ended December 31, 1999 and 1998, and it is not
anticipated that inflation will have any significant impact on
results of operations for at least the next year.
Liquidity and Capital Resources
BuyersOnline experienced an improvement in its liquidity
position during 1999. The current ratio increased from 0.5:1 at
the end of 1998, to 1.7:1 at December 31, 1999. The reason for
the improvement was primarily the 1999 preferred stock offering
successfully completed midway during the year. BuyersOnline's
working capital improved from a deficit of $(811,850) at December
31, 1998, to $902,177 at December 31, 1999. While allowing
BuyersOnline to retire debt and improve internal billing systems
during the latter part of 1999, equity funding from the preferred
stock offering will not be sufficient to allow BuyersOnline to
fully implement its anticipated business plan going forward into
the year 2000. During the first four months of 2000, management
has been seeking additional financing. Although BuyersOnline
feels confident in being able to secure the needed funding, there
can be no assurance that the additional funding will be available
or, if available, that it will be available on acceptable terms
or in required amounts.
In March 2000, BuyersOnline reached an agreement to extend
repayment of an outstanding note payable in the amount of
$1,050,000 to April 15, 2001. Under the terms of the extension,
we agreed to increase the interest rate on the note to 18% per
annum beginning April 15, 2000, grant the holder the right to
convert the note to common stock at the rate of $3.00 of
principal per share, or a total of 350,000 shares, and grant the
holder the right to register the shares of common stock for
resale under the Securities Act of 1933 under certain
circumstances.
Year 2000 Compliance
BuyersOnline did not experience any problems in its own
critical business operations or in any of its significant third
party relationships related to Year 2000 compliance.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1985
provides a safe harbor for forward-looking statements made by
BuyersOnline, except where such statements are made in connection
with an initial public offering. All statements, other than
statements of historical fact, which address activities, actions,
goals, prospects, or new developments that BuyersOnline expects
or anticipates will or may occur in the future, including such
things as expansion and growth of its operations and other such
matters are forward-looking statements. Any one or a combination
of factors could materially affect BuyersOnline's operations and
financial condition. These factors include competitive
pressures, success or failure of marketing programs, changes in
pricing and availability of services and products offered to
members, legal and regulatory initiatives affecting member
marketing and rebate programs or long distance service, and
conditions in the capital markets. Forward-looking statements
made by BuyersOnline are based on knowledge of its business and
the environment in which it operates as of the date of this
report. Because of the factors listed above, as well as other
factors beyond its control, actual results may differ from those
in the forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of BuyersOnline appear at the end
of this report beginning with the Index to Financial Statements
on page F-1.
11
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with
accountants since BuyersOnline's organization.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Officers
The following table sets forth the names, ages, and
positions with BuyersOnline for each of the directors and
officers.
Name Age Positions (1) Since
Rod Smith 44 Chairman of the Board, 1996
President and Chief Executive
Officer
Theodore Stern 70 Director 1999
Gary Smith 62 Director 1999
Edward Dallin 60 Director 1999
G. Douglas Smith 30 Vice President of Marketing 1997
Paul Jarman 30 Treasurer, Secretary and Vice 1997
President of Business
Development
All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.
The following is information on the business experience of
each director and officer.
Rod Smith founded the predecessor of BuyersOnline in January
1996 and has served as the President, Chief Executive Officer,
and Chairman of the Board since that time. From January 1993 to
November 1995, Mr. Smith was an independent distributor of health
and beauty products provided by NuSkin International, a consumer
products network marketing organization.
Theodore Stern retired as senior executive vice president
and member of the board of directors of Westinghouse Electric
Corporation at the end of 1992, after 34 years of service in a
variety of positions with that company. After retiring form
Westinghouse Electric, Mr. Stern served as vice chairman of the
board of directors of Superconductivity, Inc., of Madison,
Wisconsin, a small technology company, until it was acquired in
April 1997. Mr. Stern currently is a member of the board of
directors of Northern Power Systems of Waitsfield, Vermont, a
manufacturer of renewable generation systems. Mr. Stern is also
self-employed as a consultant to manufacturing companies.
Gary Smith was the founder, majority owner and former
President of HealthRider, Inc. From 1991 until sale of the
business in 1997, he managed and directed every phase of business
and sales operations at HealthRider. From 1997 to the present,
Mr. Smith has been self-employed as a business consultant and
advisor.
12
<PAGE>
Edward Dallin Bagley has been self-employed as an investment
and financial consultant for the past five years. He is
currently a director of Tunex International, Inc., Gentner
Communications, National Environmental Services Corp., and
National Financial Corp.
G. Douglas Smith joined BuyersOnline in April 1997, and is
responsible for all aspects of marketing, including brand
strategy, advertising, promotions, corporate communication, and
product development. For six years prior to April 1997, Mr.
Smith served first as the Director of Media and then Senior Vice
President of HealthRider, Inc., an exercise equipment company
based in Salt Lake City, Utah. At HealthRider Mr. Smith was
responsible for infomercial marketing, which was the primary
sales strategy for HealthRider products.
Paul Jarman became employed by BuyersOnline in April 1997,
and is responsible for all facets of operations. He also comes
to BuyersOnline from HealthRider, where he was employed from
March 1994 to August 1996, first as Texas Regional Manager for 15
retail locations, then Western Area Manager in charge of 95
retail locations, and finally Acting Director of Retail
Operations managing 250 retail locations. In August 1996, Mr.
Jarman moved to HealthRider's marketing department as the
Director of New Product Development, where he served until April
1997.
Section 16(a) Filing Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires officers and Directors of BuyersOnline and persons who
own more than ten percent of a registered class of BuyersOnline's
equity securities to file reports of ownership and changes in
their ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission, and forward copies of such filings to
BuyersOnline. Based on the copies of filings received by
BuyersOnline, during the most recent fiscal year the directors,
officers, and beneficial owners of more than ten percent of the
equity securities of BuyersOnline registered pursuant to Section
12 of the Exchange Act have filed on a timely basis all required
Forms 3, 4, and 5 and any amendments thereto, except Rod Smith,
Gary Smith, G. Douglas Smith, and Paul Jarman each of whom failed
to file a Form 3 reporting their initial security ownership in
BuyersOnline.
ITEM 10. EXECUTIVE COMPENSATION
Annual Compensation
The following table sets forth certain information regarding
the annual and long-term compensation for services in all
capacities to BuyersOnline for the prior fiscal years ended
December 31, 1999, 1998 and 1997, of those persons who were
either (i) the chief executive officer during the last completed
fiscal year or (ii) one of the other four most highly compensated
executive officers of the end of the last completed fiscal year
whose annual salary and bonuses exceeded $100,000 (collectively,
the "Named Executive Officers").
Annual Long Term
Compensation Compensation
Securities
Underlying All Other
Name and Principal Position Year Salary ($) Options/SAR(#) Compensation($)
Rod Smith 1999 69,250 81,319 7,728
Chairman, President, Chief 1998 69,829 141,250 7,468
Executive Officer 1997 75,050 250,000 0
Employment and Other Arrangements
Rod Smith, G. Douglas Smith, and Paul Jarman each received a
salary of $6,500 per month for their respective services to
BuyersOnline as executive officers. In January 2000 Rod Smith's
salary increased to $132,000 per year and the salary of G.
Douglas Smith and Paul Jarman increased to $108,000 per year. In
the event BuyersOnline receives private or public financing for
infomercial development and test marketing in 2000, Rod
13
<PAGE>
Smith's annual salary rate will increase from the date of
such financing to $150,000 per year. BuyersOnline does not have
a written employment agreement with any of its executive
officers. All executive officers participate in insurance and
benefit programs established by BuyersOnline for its full time
employees.
Upon recommendation of the Compensation Committee of the
Board of Directors, BuyersOnline agreed to issue to Rod Smith
effective April 7, 2000 options exercisable at a price of $5.0625
per share to purchase up to 225,000 shares of common stock based
on the number of members at December 31, 2000, and the earnings
of BuyersOnline for the last calendar quarter of 2000 before
certain expenses. We must have more than 30,000 members for any
options to vest and the number of options that will vest be
proportionate to the number of members between 30,000 and
120,000. Furthermore, if our earnings before certain expenses
for the fourth quarter of 2000 do not equal or exceed $500,000,
no options will vest.
Stock Options
The following table sets forth certain information with
respect to grants of stock options during 1999 to the Named
Executive Officers.
<TABLE>
<CAPTION>
% of Total
Number of Options/SARs
Securities Granted to
Underlying Employees in Exercise or Expiration
Name and Principal Position Options Granted Fiscal Year Base Price ($/Sh) Date
<S> <C> <C> <C> <C>
Rod Smith, 81,319 15.8 2.00 March 2008
Chairman, President, Chief
Executive Officer
</TABLE>
The following table sets forth certain information with
respect to unexercised options held by the Named Executive
Officers as of March 28, 2000. No outstanding options held by
the Named Executive Officers were exercised in 1999.
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Unexercised Options At Fiscal Year End ($)(1)
at Fiscal Year End (#) Exercisable/
Name and Principal Position Exercisable/Unexercisable Unexercisable
Rod Smith, Chairman, 472,569/ -0- -0-/ -0-
President and Chief
Executive Officer
___________________________________________
(1) This value is determined on the basis of the difference
between the fair market value of the securities underlying the
options and the exercise price at December 31, 1999. The fair
market value of BuyersOnline's common stock at December 31, 1999,
is determined by the last sale price on that date, which was
$2.00 per share.
Description of Long Term Stock Incentive Plan
The purpose of the Long Term Stock Incentive Plan is to
provide directors, officers, employees, and consultants with
additional incentives by increasing their ownership interests in
BuyersOnline. Directors, officers, and other employees of
BuyersOnline and its subsidiaries are eligible to participate in
the plan. In addition, awards may be granted to consultants
providing valuable services to BuyersOnline. As of March 28,
2000, BuyersOnline and its affiliates employed approximately 75
individuals and retained approximately three consultants who are
eligible to participate in the plan. A committee of the board or
the entire board grants awards under the plan.
14
<PAGE>
Awards may include incentive stock options, non-qualified stock
options, stock appreciation rights, stock units, restricted
stock, restricted stock units, performance shares, performance
units, or cash awards.
The committee or the Board of Directors has discretion to
determine the terms of a plan award, including the type of award,
number of shares or units covered by the award, option price,
term, vesting schedule, and post-termination exercise period or
payment. Notwithstanding this discretion: (i) the number of
shares subject to an award granted to any individual in any
calendar year may not exceed 30,000 shares; (ii) the option price
per share of common stock may not be less than 100 percent of the
fair market value of such share at the time of grant or less than
110% of the fair market value of such shares if the option is an
incentive stock option granted to a stockholder owning more than
10% of the combined voting power of all classes of the stock of
BuyersOnline (a "10% stockholder"); and (iii) the term of any
incentive stock option may not exceed 10 years, or five years if
the option is granted to a 10% stockholder. As of April 7, 2000,
awards in the form of stock options to purchase a total of
474,042 shares were outstanding under the plan.
A maximum of 600,000 shares of common stock may be subject
to outstanding awards, determined immediately after the grant of
any award under the plan. Shares of common stock which are
attributable to awards which have expired, terminated, or been
canceled or forfeited during any calendar year are available for
issuance or use in connection with future awards.
The plan was effective March 11, 1999, and is not limited in
duration. No incentive stock option may be granted more than 10
years after the effective date. The Plan may be amended by the
Board of Directors without the consent of the stockholders,
except that stockholder approval is required for any amendment
that materially increases the aggregate number of shares of stock
that may be issued under the plan or materially modifies the
requirements as to eligibility for participation in the plan.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table on the following page sets forth as of April 7,
2000, the number and percentage of the outstanding shares of
common stock which, according to the information supplied to
BuyersOnline, were beneficially owned by (i) each person who is
currently a director, (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each
person who, to the knowledge of BuyersOnline, is the beneficial
owner of more than 5% of the outstanding common stock. Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
15
<PAGE>
Amount and Nature of Beneficial
Ownership
Common Conversion Percent
Name and Address Shares Rights (1) Options(2) of Class(3)
Principal stockholder
George Brimhall 0 350,000 0 9.7
9211 North Martingale Road
Paradise Valley, AZ 85253
Officers and directors
Rod Smith (4) 317,358 0 472,569 21.9
66 E. Wadsworth Park Drive
Draper, Utah 84020
Theodore Stern (5) 13,988 80,000 25,000 3.3
2210 One PPG Place
Pittsburgh, PA 15222
Gary Smith (4) 322,067 0 52,500 10.4
66 E. Wadsworth Park Drive
Draper, Utah 84020
Edward Dallin Bagley 351,552 20,000 25,000 11.0
2350 Oakhill Drive
Salt Lake City, Utah 84121
G. Douglas Smith (4) 60,685 0 238,914 8.3
66 E. Wadsworth Park Drive
Draper, Utah 84020
Paul Jarman 61,184 0 216,798 7.7
66 E. Wadsworth Park Drive
Draper, Utah 84020
All Executive officers 1,126,834 100,000 1,030,781 62.6
and Directors as a Group
(6 persons)
(1) These figures represent shares issuable on exercise of
outstanding convertible securities. George Brimhall is the
holder of a promissory note in the principal amount of
$1,050,000, which is convertible to 350,000 shares of common
stock. The remaining persons with figures in this column
hold Series A Convertible Preferred Stock, which is non-
voting but is presently convertible to voting common stock.
(2) These figures represent options that are vested or will vest
within 60 days from the date as of which information is
presented in the table.
(3) These figures represent the percentage of ownership of the
named individuals assuming each of them alone has exercised
his options or conversion rights, and percentage ownership
of all officers and directors as a group assuming all
purchase and conversion rights held by such individuals are
exercised.
(4) Gary Smith is the father of Rod Smith and G. Douglas Smith.
16
<PAGE>
(5) First Level Capital, Inc., the placement agent for our
offering of Series A Convertible Preferred Stock, is
entitled to designate two members of the board of directors
pursuant to the sales agent agreement with BuyersOnline.
Theodore Stern, who was designated by First Level Capital,
has been appointed to the board and BuyersOnline has yet to
act on any other designation by First Level Capital. The
sales agent agreement further provides that BUI will
nominate for election as directors at each meeting of
stockholders held during a period of two years ending June
25, 2001, two persons designated by First Level Capital,
Inc.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1998, BuyersOnline entered into a one year
consulting agreement with Gary Smith, a director, pursuant to
which BuyersOnline agreed to pay $5,000 per month to Mr. Smith
for marketing and other related consulting services. The
agreement was subsequently modified to cancel the consulting
payments during 1998 and to continue the consulting agreement for
an additional one-year term beginning January 1, 1999.
At December 31, 1998, BuyersOnline owed a total of $353,810
to Gary Smith, Edward Dallin Bagley, and Rod Smith, all of who
are directors and principal stockholders, either in the form of
notes or accrued interest. During 1999, Rod Smith loaned
BuyersOnline an additional $49,000. Interest expense during 1999
on the entire amount owing by BuyersOnline to all three
individuals aggregated $12,422. All such amounts were paid in
1999 except for $125,000 owed to Gary Smith. This remaining
amount was converted into 62,500 shares of common stock at $2.00
per share.
ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Title of Document Location*
No. Ref.No.
1 (2) Agreement and Plan of Merger dated Form 10-SB
March 15, 1999
2 (3) Certificate of Incorporation Form 10-SB
3 (3)&(4) Certificate of Designation of Preferred Stock Form 10-SB
4 (3) By-Laws Form 10-SB
5 (10) Options granted to Rod Smith Form 10-SB
6 (10) Options granted to Gary Smith Form 10-SB
7 (10) Options granted to G. Douglas Smith Form 10-SB
8 (10) Options granted to Paul Jarman Form 10-SB
9 (10) Long-Term Stock Incentive Plan Form 10-SB
10 (10) Commercial Lease Form 10-SB
11 (10) Memorandum of Agreement with Gary Smith Form 10-SB
dated May 11, 1999 Am. No. 1
17
<PAGE>
12 (10) Consulting Agreement with First Level Capital Form 10-SB
Am. No. 3
13 (10) Memorandum of Agreement with Gary Smith This filing
dated July 20, 1999
14 (10) Note Restructuring Agreement with George This filing
Brimhall dated March 16, 2000
15 (21) List of Subsidiaries This filing
16 (27) Financial Data Schedules **
* Exhibits identified as in the "Form 10-SB" are incorporated
herein by this reference to the Registration Statement on Form 10-
SB filed by BuyersOnline with the Securities and Exchange
Commission on August 3, 1999. Exhibits identified as in "Form 10-
SB Am. No. 1" are incorporated herein by this reference to
Amendment No. 1 to the Registration Statement on Form 10-SB/A
filed September 21, 1999. Exhibits identified as in "Form 10-SB
Am. No. 3" are incorporated herein by this reference to Amendment
No. 3 to the Registration Statement on Form 10-SB/A filed
November 15, 1999.
** The Financial Data Schedule is presented only in the
electronic filing with the Securities and Exchange Commission.
Form 8-K Filings
No reports on Form 8-K were filed in the last calendar
quarter of 1999.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BUI, INC.
Date: April 10, 2000 /s/ Rod Smith, President
In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Dated: April 10, 2000 /s/ Rod Smith, Chief Executor Officer
and Director
Dated: April 12, 2000 /s/ Paul Jarman, Treasurer
Dated: April 12, 2000 /s/ Theodore Stern, Director
Dated: April 13, 2000 /s/ Gary Smith, Director
Dated: April 12, 2000 /s/ Edward Dallin Bagley, Director
18
<PAGE>
BUI, INC. AND SUBSIDIARY
Consolidated Financial Statements
December 31, 1999 and 1998
CONTENTS
Report of Independent Public Accountants F-2
Consolidated Balance Sheet F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Stockholders' Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-8
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To BUI, Inc.:
We have audited the accompanying consolidated balance sheet of
BUI, Inc., a Delaware corporation (formerly Buyers United
International, Inc.), and subsidiary as of December 31, 1999 and
the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1999 and
1998. 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 audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States. 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 audits provide 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 BUI, Inc. and subsidiary as of December 31, 1999 and the
results of their operations and their cash flows for the years
ended December 31, 1999 and 1998 in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company
has suffered recurring losses from operations. During the years
ended December 31, 1999 and 1998, the Company's net loss
applicable to common stockholders was $1,924,885 and $1,466,582,
respectively. As of December 31, 1999, the Company had an
accumulated deficit of $7,195,531. During the years ended
December 31, 1999 and 1998, the Company's operations used
$1,910,397 and $1,275,988 of cash, respectively. These matters
raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements
do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might result should the
Company be unable to continue as a going concern.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
March 28, 2000
F-2
<PAGE>
BUI, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
As of December 31, 1999
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,088,707
Restricted cash . . . . . . . . . . . . . . .. . . . . . . 170,687
Accounts receivable, net of allowance for doubtful accounts of
$152,000. . . . . . . . . . . . . . . . . . . . . . . . . . 889,897
Other current assets . . . . . . . . . . . . . . . . . . . . 47,443
Total current assets . . . . . . . . . . . . . . . . . . 2,196,734
Furniture, fixtures and equipment, net of accuumulated depreciation
of $262,750 . . . . . . . . . . . . . . . . . . . . . . . . . . 352,581
Total assets. . . . . . . . . . . . . . . . . . . . . . $2,549,315
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease obligation . . . . . . . . . . $ 81,133
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . 721,828
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . 226,059
Accrued dividends payable on preferred stock. . . . . . . . . . 160,127
Accrued rebates . . . . . . . . . . . . . . . . . . . . . . . . 105,410
Total current liabilities . . . . . . . . . . . . . . . . . . 1,294,557
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,050,000
Capital lease obligation, net of current portion . . . . . . . . 74,063
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 2,418,620
Commitments and contingencies (Notes 1, 4 and 6)
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized;
Series A 8% cumulative convertible preferred stock; 2,000,000
shares issued and outanding. . . . . . . . . . . . . . . . . . 200
Common stock, $0.0001 par value; 20,000,000 shares authorized;
3,508,835 shares issued and outstanding. . . . . . . . . . . . 351
Additional paid-in capital . . . . . . . .. . . . . . . . . . . 7,146,175
Warrants outstanding. . . . . . . . . . . . . . . . . . . . . . 179,500
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . (7,195,531)
Total stockholders' equity . . . . . . . . . . . . . . . . . 130,695
Total liabilities and stockholders' equity. . . . . . . . . . $2,549,315
See Accompanying Notes.
F-3
<PAGE>
BUI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
1999 1998
Revenues:
Telecommunications services . . . . . . . . . . . $ 4,728,343 $ 4,358,990
Net commissions on telecommunications service . . . - 428,382
Other . . . . . . . . . . . . . . . . . . . . . . . . 27,344 78,404
Total revenues . . . . . . . . . . . . . . . . . . 4,755,687 4,865,776
Operating expenses:
Costs of revenues . . . . . . . . . . . . . . . 3,096,490 2,919,365
General and administrative . . . . . . . . . . . . 2,217,165 1,950,854
Selling and promotion. . . . . . . . . . .. . . . 1,132,616 1,073,440
Total operating expenses. . . . . . . . . . . . . 6,446,271 5,943,659
Loss from operations. . . . . . . . .. . . . . . (1,690,584) (1,077,883)
Other income (expense):
Interest income . . . . . . . . . . . . . . . . .. . . 49,454 274
Interest expense. . . . . . . . . . . . . . . . . . (123,628) (388,973)
Total other income (expense) . . . . . . . . . . . (74,174) (388,699)
Net Loss $(1,764,758) $(1,466,582)
Series A preferred stock dividends . . . . . . . . . . 160,127 -
Net loss applicable to common stockholders . . . $ (1,924,885) $(1,466,582)
Net loss per common share:
Basic and diluted . . . . . . . . . . . . . $ (0.60) $ (0.66)
Weighted average common shares outstanding:
Basic and diluted. . . . . . . . . . . . . . . . 3,223,090 2,228,702
See accompanying notes
F-4
<PAGE>
BUI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Additional Options/
Preferred Stock Common Stock Paid-in Treasury Stock Warrants Accumulated
Shares Amount Shares Amount Capital Shares Amount Outstanding Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December
31,
1997 - $ - 1,944,410 $ 194 $ 1,570,904 (74,162) $(141,800) $ - $(3,804,064) $(2,374,766)
Sale of common
shares for
cash - - 332,808 33 1,976,708 - - - - 1,196,741
Issuance of
common
shares
for services - - 46,975 5 93,945 - - - - 93,950
Issuance of
common
shares in
connection
with conversion
of debt - - 509,747 51 482,783 - - - - 482,834
Issuance of
common
shares in
connection
with loan
guarantee
and loan
extension - - 105,412 11 210,813 - - - - 210,824
Issuance of
common
shares in
settlement
of Founders
agreements - - 10,197 1 54,999 - - - - 55,000
Issuance of
options
to purchase
common
shares - - - - - - - 52,411 - 52,411
Net loss - - - - - - - - (1,466,582) (1,466,582)
Balance at
December
31, 1998 - - 2,949,410 295 3,610,152 (74,162) (141,800) 52,411 (5,270,646) (1,749,588)
Retirement
of treasury
shares - - (74,162) (7) (141,793) (74,162) 141,800 - - -
Issuance of
common
shares
for cash - - 47,000 5 150,653 - - - - 150,658
Issuance of
common
shares upon
exercise of
options - - 19,468 2 52,409 - - (52,411) - -
Issuance of
common
shares for
services - - 4,480 - 8,951 - - - - 8,951
Issuance of
Series A
8% cumulative
convertible
preferred
stock, net of
offering costs
including
warrants
and common
shares 2,000,000 200 500,000 50 3,213,838 - - 179,500 - 3,393,588
Issuance of
common
shares upon
conversion
of note
payable - - 62,500 6 124,994 - - - - 125,000
Issuance of
options to
purchase common
stock in
connection
with consulting
services - - - - 126,971 - - - - 126,971
Preferred stock
dividend - - - - - - - - (160,127) (160,127)
Net loss - - - - - - - - (1,764,758) (1,764,758)
Balance at
December
31, 1999 2,000,000 $ 200 3,508,835 $ 351 $7,146,175 - $ - $ 179,500 $(7,195,531) $ (130,695)
</TABLE>
See accompanying notes
F-5
<PAGE>
BUI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1999 1998
Cash flows from operating activities:
Net loss $(1,764,758) $(1,466,582)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 103,024 62,174
Issuance of common shares for services 8,951 93,950
Issuance of common shares in connection
with debt agreements - 210,824
Issuance of common shares as payment
of interest - 12,834
Expense related to the grant of options to
purchase common shares 126,971 52,411
Changes in operating assets and liabilities:
Restricted cash (128,424) (42,263)
Accounts receivable (258,573) (617,421)
Other current assets (11,919) (2,559)
Checks written in excess of
available cash balances - (10,721)
Accounts payable 41,221 350,266
Accrued liabilities (49,402) 275,461
Accrued rebates 31,512 (106,574)
Unearned revenue - (81,788)
Accrued founders' settlement (9,000) (6,000)
Net cash used in operating activities (1,910,397) (1,275,988)
Cash flows from investing activities:
Purchases of furniture, fixtures and equipment . . . (178,093) (28,535)
Cash flows from financing activities:
Proceeds from borrowings under notes payable 49,000 238,000
Principal payments on notes payable (396,285) (107,528)
Principal payments on capital lease obligation (42,454) -
Issuance of common shares for cash 165,000 1,196,741
Issuance of preferred shares for cash 4,000,000 -
Payment of offering costs related to stock
issuances (620,754) -
Net cash provided by financing activities 3,154,507 1,327,213
Net increase in cash 1,066,017 22,690
Cash at the beginning of the year 22,690 -
Cash at the end of the year $ 1,088,707 $ 22,690
See accompanying notes
F-6
<PAGE>
BUI, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
Year Ended December 31,
1999 1998
Supplemental cash flow information:
Cash paid for interest $ 163,336 $ 187,955
Supplemental schedule of noncash investing and
financing activities:
Conversion of notes payable to common $ 125,000 $ 470.000
Issuance of common shares in settlement
of Founders agreements - 55,000
Exercise of stock options in connection
with settlement of founders' agreements 52,411 -
Issuance of warrants in connection with the
issuance of preferred shares 179,500 -
Declaration of dividend payable on
preferred stock 160,127 -
Retirement of 74,162 shares of treasury
stock 141,800 -
Capital expenditures financed with
capital lease obligation 197,650 -
See accompanying notes
F-7
<PAGE>
BUI, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Nature of Operations
The Company was originally incorporated in Utah on January 16,
1996 as WealthNet Incorporated ("WealthNet"). On November 13,
1997, WealthNet was merged into Linguistix Acquisition Inc.
("LAI"), a Utah corporation and wholly-owned subsidiary of
Linguistix, Inc. ("Linguistix") (the "Linguistix Merger"). LAI
was the surviving corporation and changed its name to Buyers
United, Inc. ("Buyers United") in connection with the
Linguistix Merger . The Linguistix Merger was approved, with
the recommendation of the Board of Directors of WealthNet, to
enhance the ability of WealthNet to raise debt and equity
capital needed for operations. In connection with the
Linguistix Merger, Linguistix changed its name to Buyers United
International, Inc. ("BUII").
BUI, Inc. was incorporated in the state of Delaware on March
15, 1999 for the purpose of reincorporating BUII as a Delaware
corporation. Effective April 9, 1999, BUII was merged into
BUI, Inc. (the "BUI Merger"). In the BUI Merger, every four
shares of BUII common stock and every four options to purchase
shares of BUII's common stock were converted into one share of
common stock of BUI, Inc. or options to purchase one share of
BUI Inc.'s common stock. The equity accounts and the common
shares outstanding in the accompanying consolidated financial
statements have been retroactively restated to reflect the
effect of the BUI Merger.
On February 17, 2000, the Company filed a preliminary
information statement with the Securities and Exchange
Commission indicating that it intends to change the name of the
Company to BuyersOnline.com, Inc. in connection with the
Company's plan to advertise and promote its products and
services through the Internet. The Company anticipates that
the name change will become effective during April 2000.
BUI, Inc., BUII, Buyers United and WealthNet are collectively
referred to herein as the "Company."
The Company is a consumer buying organization with the
objective of providing high quality consumer products and
services at favorable prices to its consumer members. The
Company formed strategic alliances with various consumer
service providers in an effort to combine the purchasing power
of its consumer members to negotiate favorable prices from
these providers. The Company markets its products and services
by offering incentives to its consumer members in order to
attract additional consumers with whom they have ongoing
relationships to the Company's products and services. During
the years ended December 31, 1999 and 1998, the Company
primarily provided discounted long distance telecommunication
services to its consumer members.
The Company has suffered recurring losses from operations.
During the years ended December 31, 1999 and 1998, the
Company's net loss applicable to common stockholders were
$1,924,885 and $1,466,582, respectively. As of December 31,
1999, the Company had an accumulated deficit of $7,195,531.
During the years ended December 31, 1999 and 1998, the
Company's operations used $1,910,397 and $1,275,988 of cash,
respectively. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management
is attempting to raise additional equity capital to fund
operations and provide working capital; however, there can be
no assurance that additional funding will be available or, if
available, that it will be available on acceptable terms or in
required amounts. The financial statements do not include any
adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to
continue as a going concern.
The Company is subject to certain risk factors frequently
encountered by companies lacking adequate capital and which are
in the early stages of developing a business line that may
impact its ability to become a profitable enterprise. These
risk factors include:
a) The consumer buying organization industry is characterized
by intense competition, and many of the Company's competitors are
substantially larger than the Company with greater financial and
other resources.
F-8
<PAGE>
In addition, the Company is currently marketing
telecommunications services, including long distance
services, to its consumer members. The U.S. long distance
telecommunications industry is highly competitive and
significantly influenced by the marketing and pricing
strategies of the major industry participants, which are
significantly larger than the Company and have substantially
greater resources.
b) The Company's relationship marketing system is or may be
subject to or affected by extensive government regulation,
including without limitations, state regulation of marketing
practices and federal and state regulation of the offer and
sale of business franchises, business opportunities, and
securities. Long distance telecommunications carriers
currently are subject to extensive federal and state
government regulation.
c) Additional funds will be required to finance the Company's
operations until profitability can be achieved and to fund
the repayment of debt obligations and other liabilities.
There can be no assurance that the additional funding will be
available or, if available, that it will be available on
acceptable terms or in required amounts.
2. Summary of Significant Accounting Policies
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of BUI, Inc. and its wholly-owned subsidiary. All
significant intercompany accounts and transactions have been
eliminated upon consolidation.
Revenue recognition and related arrangements
Beginning in January 1997, the Company's long distance service
was provided under a Strategic Member Reseller Agreement (the
"Reseller Agreement") with I-Link WorldWide, Inc. ("I-Link").
Under the Reseller Agreement, the Company functioned as a
commissioned agent for selling I-Link's long distance service.
The commissions received by the Company were based on revenues
collected by I-Link from the Company's members. Under the
Reseller Agreement, I-Link provided all provisioning,
tariffing, negotiating and securing local exchange carrier
agreements, billing and collection services, status tracking,
accounting and reporting. Accordingly, the Company recognized
commission revenue monthly as received from I-Link.
Due to difficulties encountered under the arrangement with I-
Link, in May 1998, the Company and I-Link entered into a
business separation agreement to provide for the separation of
their business relationship and a mutual release of all claims
which may have arisen between them prior to the date of the
Reseller Agreement. Under the separation agreement, the
Company agreed to undertake at its own expense on a "best
efforts" basis to collect all current and past due accounts
receivable relating to I-Link services utilized by the
Company's members after January 1, 1997. All collected funds
were to be distributed fifty percent to the Company and fifty
percent to I-Link; provided, however, that the first $200,000
collected was to be allocated to the Company and the second
$200,000 collected was to be allocated to I-Link. Thereafter,
any collected funds would be distributed on a 50/50 basis to
the Company and I-Link. As of December 31, 1999, the Company
had received the initial $200,000 and does not expect to
receive any additional amounts under the separation agreement.
In December 1997, the Company entered into a three year Service
Agreement with Broadwing Communication Services, Inc. (fka IXC
Communications, Inc.) ("Broadwing") (the "Broadwing Service
Agreement"). Under the Broadwing Service Agreement, Broadwing
agreed to sell to the Company telecommunications services at
certain rates and the Company has the rights to resell the
services to its members. Pursuant to the Broadwing Service
Agreement, the Company is billed monthly for the long distance
line costs incurred by the Company's members and the Company
has the obligations to perform all tariffing, billing and
collections. Accordingly, revenues from telecommunications
services under the Broadwing Service Agreement are recognized
as the services are provided and billed to the customers with a
provision for uncollectable accounts and cost of revenues are
recognized as the services are provided by Broadwing.
Initially the Company contracted to have Broadwing provide
certain billing, status tracking, accounting and reporting
services. Pursuant to the Broadwing Service Agreement, the
Company has granted to Broadwing a first
F-9
<PAGE>
priority security interest in the Company's receivables from
its customers and has directed its customers to make all
payments directly to a lockbox account for the benefit of
Broadwing. As of December 31, 1999, the lockbox account had a
balance of $120,147, which is reflected in the accompanying
consolidated balance sheet as restricted cash. In addition,
the Company had a payable to Broadwing of $103,672, secured by
the Company's accounts receivable.
The Company's revenue recognition policy with respect to
reseller agreements is to record gross revenues and receivables
from customers when title to the products transfers to, or
services are provided on behalf of the Company and then from
the Company to the end customer. This is evidenced by the
Company's obligation to pay the supplier for the products and
services regardless of collection by the Company of amounts
billed to its end customer. With respect to commission or
other arrangements in which title to the credit risk related to
nonpayment by the Company's customers for products or services
does not transfer, the Company recognizes net commission
revenues. Revenues from sales of products are recognized upon
shipment of the products to the customers and revenues from
commissioned services are recognized as the services are
provided.
Use of estimates in the preparation of financial statements
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 and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Furniture, fixtures and equipment
Furniture, fixtures and equipment are stated at cost. Major
additions and improvements are capitalized, while minor repairs
and maintenance costs are expensed when incurred. Depreciation
is computed using the straight-line method over the estimated
useful lives of the related assets as follows:
Computer and office equipment . . . . 2 to 3 years
Furniture and fixtures . . . . . . . . 3 to 7 years
Upon retirement or other disposition of furniture, fixtures and
equipment, the book value is removed from the asset and related
accumulated depreciation accounts, and the net gain or loss is
included in the determination of net income (loss).
Fair value of financial instruments
The carrying amounts reported in the accompanying consolidated
balance sheet for cash, receivables, and accounts payable
approximate fair values because of the immediate or short-term
maturities of these financial instruments. The fair value of
the Company's notes payable and preferred stock also
approximate fair value based on current rates for similar debt
and fixed-rate instruments.
Member incentive payments
Each month the Company rebates ten percent of collected usage
revenue to its members under an incentive program referred to
as "Piece of the Pie." Collected usage revenue is defined as
the usage portion of a bill that is paid in full within 45 days
of the statement date. This rebate pool is referred to as the
"Pie." The Pie is disbursed proportionally every month to
qualifying members according to the amount of usage generated
by their referrals. Qualifying members are only billed for the
difference between their monthly statement and the amount of
the rebate earned. In situations where the amount of the
rebate exceeds the amount on the member's statement, the excess
amount is paid to the member in the form of a check. The
Company does not guarantee rebates. Members do not have the
option to exchange excess rebates for services in future
periods.
The Company accounts for the piece of the pie rebates by
recording an accrual for the estimated rebates to be paid
applicable to each month's revenues. The rebates are included
in selling and promotion expense in the
F-10
<PAGE>
accompanying statements of operations. The rebates amounted to
$380,375 and $310,780 during the years ended December 31, 1999
and 1998, respectively, and as of December 31, 1999 accrued
rebates amounted to $105,410.
Income taxes
The Company recognizes a liability or asset for the deferred
income tax consequences of all temporary differences between
the tax bases of assets and liabilities and their reported
amounts in the financial statements that will result in taxable
or deductible amounts in future years when the reported amounts
of the assets and liabilities are recovered or settled. These
deferred income tax assets or liabilities are measured using
the enacted tax rates that will be in effect when the
differences are expected to reverse. Recognition of deferred
tax assets is limited to amounts considered by management to be
more likely than not of realization in future periods.
Net loss per common share
Basic net loss per common share ("Basic EPS") excludes dilution
and is computed by dividing net loss by the weighted average
number of common shares outstanding during the year. Diluted
net loss per common share ("Diluted EPS") reflects the
potential dilution that could occur if stock options or other
contracts to issue common stock were exercised or converted
into common stock. The computation of Diluted EPS does not
assume exercise or conversion of securities that would have an
antidilutive effect on net loss per common share.
Outstanding options to purchase 1,494,838 and 1,339,645 shares
of common stock as of December 31, 1999 and 1998, respectively;
2,000,000 shares of common stock issuable upon the conversion
of Series A cumulative convertible preferred stock as of
December 31, 1999; and 125,000 warrants to purchase common
stock as of December 31, 1999 were not included in the
computation of diluted EPS because they would be antidilutive.
Reclassifications
Certain reclassifications have been made to the prior year's
financial statements to conform to the current year
presentation.
3. Note Payable
As of December 31, 1999, the Company had a note payable to an
individual bearing interest at 10%, payable monthly and was due
April 15, 2000. The note is secured by certain assets of, and
guaranteed by a director of the Company. In March 2000, the
note's maturity date was extended to April 15, 2001, and the
interest rate was increased to 18 percent. The extension also
included a provision that allows the noteholder to convert all
outstanding principal into 350,000 shares of common stock at
any time during the term of the note, or within 30 days of
receiving notice that the Company intends to pay the note,
whichever comes first. Due to the extended maturity date of
the note, the note has been classified as noncurrent in the
accompanying balance sheet.
As of December 31, 1998, in addition to the note described
above, the Company had $472,285 in notes payable to various
noteholders, including related parties (see Note 8). During
1999, $347,285 of the borrowings were paid. The remaining
$125,000 was converted into 62,500 shares of common stock (see
Note 7).
4. Leases
The Company has entered into two noncancelable operating lease
agreements for office space. The Company also subleases other
office space under a month-to-month arrangement.
The Company has also entered into a software license agreement
accounted for as a capital lease. The following is a schedule
of future minimum payments under the license agreement and
operating leases as of December 31, 1999:
F-11
<PAGE>
Capital Operating
Year ending lease leases
2000 . . . . . . . . . . . . . . . . $93,000 $49,762
2001 . . . . . . . . . . . . . . . . 77,500 39,543
2002 . . . . . . . . . . . . . . . . - 36,926
2003 . . . . . . . . . . . . . . . . - 37,432
2004 . . . . . . . . . . . . . . . . - 19,315
Thereafter . . . . . . . . . . . . - -
Total future minimum lease payments . $170,500 182,978
Less amount representing interest . . . (15,304)
Total obligations under capital lease 155,196
Less current portion . . . . . . . . . (81,133)
$74,063
5. Income Taxes
The components of the Company's net deferred income tax assets
and liabilities as of December 31, 1999 are as follows:
Net operating loss carryforwards . . . . . . $ 2,018,000
Writeoff of WealthNet system for financial
reporting purposes . . . . . . . . . . . . . 139,000
Reserves and accrued liabilities . . . . . . 109,000
Other . . . . . . . . . . . . . . . . . . . . 49,000
Total deferred income tax assets . . . . 2,315,000
Valuation allowance . . . . . . . . . . . . . (2,303,000)
Net deferred income tax asset . . . . . . 12,000
Deferred income tax liabilities - tax
depreciation in excess of book depreciation 12,000
Net deferred income taxes . . . . . . . . $ -
As of December 31, 1999, the Company had net operating loss
carryforwards for federal income tax reporting purposes of
approximately $5,382,000. For federal income tax purposes,
utilization of these carryforwards is limited if the Company
has had more than a 50 percent change in ownership (as defined
by the Internal Revenue Code) or, under certain conditions, if
such a change occurs in the future. The tax net operating loss
carryforwards will expire beginning in 2011.
No benefit for income taxes has been recorded during the year
ended December 31, 1999. As discussed in
Note 1, certain risks exist with respect to the Company's
future profitability and due to these uncertainties, the
related deferred income tax assets may not be realized.
Accordingly, a valuation allowance has been recorded to offset
the deferred income tax assets.
6. Commitments and contingencies
Legal matters
The Company is the subject of certain legal matters, which it
considers incidental to its business activities. It is the
opinion of management, after discussion with legal counsel,
that the ultimate disposition of these legal matters will not
have a material impact on the financial position, liquidity or
results of operations of the Company.
F-12
<PAGE>
7. Capital Transactions
Preferred stock
The Board of Directors is authorized to classify any shares of
the Company's authorized but unissued preferred stock in one or
more series. With respect to each series, the Board of
Directors is authorized to determine the number of shares which
constitute such series; the rate of dividend, if any, payable
on shares of such series; whether the shares of such series
shall be cumulative, non-cumulative or partially cumulative as
to dividends, and the dates from which any cumulative dividends
are to accumulate; whether the shares of such series may be
redeemed, and, if so, the price or prices at which and the
terms and conditions on which shares of such series may be
redeemed; the amount payable upon shares of such series in the
event of the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company; the sinking fund
provisions, if any, for the redemption of shares of such
series; the voting rights, if any, of the shares of such
series; the terms and conditions, if any, on which shares of
such series may be converted into shares of capital stock of
the Company of any other class or series; whether the shares of
such series are to be preferred over shares of capital stock of
the Company of any other class or series as to dividends, or
upon the voluntary or involuntary dissolution, liquidation, or
termination of the affairs of the Company, or otherwise; and
any other characteristics, preferences, limitations, rights,
privileges, immunities or terms.
Series A Cumulative Convertible Preferred Stock
During 1999, the Board of Directors authorized the issuance of
2,000,000 shares of Series A Cumulative Convertible Preferred
Stock (the "Series A Preferred Stock") at an offering price of
$2.00 per share. Gross proceeds of $4,000,000 was raised upon
sale of the shares.
In connection with the offering, the Company agreed to pay
First Level Capital, Inc. (the "Placement Agent") a sales
commission and expense allowance aggregating 13 percent of the
gross proceeds from the sale of the Series A Preferred Stock.
The Company also incurred approximately $91,000 of additional
expenses in connection with the offering. As additional
consideration for the sale of the preferred stock, the Company
agreed to sell to the Placement Agent 500,000 shares of the
Company's common stock at a price of $0.01 per share. The
Company also agreed to enter into a two-year consulting
agreement with the Placement Agent through which the Placement
Agent will receive $3,000 per month for investment banking and
advisory services provided to the Company. Pursuant to the
terms of the offering, the Placement Agent designated two
members of the Company's Board of Directors for two-year terms.
As part of the preferred stock offering, the Company issued
125,000 warrants to purchase common stock to six individuals
who participated in the offering. The warrants expire after
five years and are exercisable at $1.25 per share. The Company
recorded the warrants in the amount of $179,500, based upon
values determined by the Black-Scholes pricing model. All
costs incurred and equity instruments issued in connection with
the offering have been netted against the gross proceeds of the
offering in additional paid-in capital.
Cumulative dividends accrue on the Series A Preferred Stock at
the rate of 8 percent per annum from the date of original issue
and are payable semi-annually on June 30 and December 31 of
each year out of funds legally available for the payment of
dividends. Dividends are payable in cash or common stock at
the election of the Company. If paid in common stock, the
number of shares issued will be based on the average of the
closing bid prices for the common stock over the five trading
days immediately prior to the dividend payment date. If the
Company fails to pay any dividend within 60 days of its due
date, the conversion price (see below) is adjusted downward by
$0.25 per share for each occurrence. As of December 31, 1999,
the Company had accrued dividends payable in the amount of
$160,127. In February 2000, the Company settled the dividend
payable by issuing 98,573 shares of common stock.
The Series A Preferred Stock is convertible to common stock at
any time at the election of the holder and - under limited
circumstances - at the election of the Company. The conversion
rate is one for one, subject to adjustment
F-13
<PAGE>
in the event of a recapitalization, reorganization, or other
corporate restructuring or in the event that the Company shall
sell or otherwise issue securities at a price below $2.00 per
share or the then adjusted conversion price. The Series A
Preferred Stock can be redeemed at the Company's election at
any time commencing January 1, 2005, at a redemption price of
$2.00 per share plus all accrued dividends as of the redemption
date.
The Series A Preferred Stock has no voting rights, except as
required by the General Corporation Laws of Delaware that
require class votes on certain corporate matters and matters
affecting the rights of the holders of the Series A Preferred
Stock. The Series A Preferred Stock is senior in right of
payment in the event of liquidation and with respect to
dividends to the common stock and all other subsequent
preferred stock issuances that may be authorized.
Stock issued for services
During the years ended December 31, 1999 and 1998, the Company
issued shares of common stock to certain officers, key
employees and others for services provided to the Company. In
January 1998, the Company applied for and received approval to
have certain of its outstanding common shares listed on the OTC
Bulletin Board. Very limited trading in the Company's common
stock ensued with the bid prices ranging from $7 per share
during the first quarter of 1998 to $2 per share during the
last quarter of 1998. Management and the Board of Directors of
the Company determined that the limited transactions on the OTC
Bulletin Board did not represent an established market and
therefore the bid prices were not conclusive evidence of the
fair value of the Company's common shares. Management and the
Company's Board of Directors concluded that the fair value of
the shares issued for services should be based upon cash
purchases of the Company's common shares during each respective
year and the related terms of the cash transactions. The
Company issued 4,480 and 46,975 shares of common stock to key
employees, directors, and promoters for services rendered
during the years ended December 31, 1999 and 1998,
respectively. These shares were valued at $2.00 per share.
Private offerings of common stock
In February 1998, the Board of Directors authorized a best
efforts private offering of 500,000 shares of common stock at a
price of $4.00 per share. The shares were offered directly by
the Company. During 1998, the Company sold 286,288 shares of
common stock at a price of $4.00 per share. With respect to
the investors that acquired 260,038 of the 286,288 shares of
common stock, as additional incentive to invest in the Company,
Rod Smith, who is one of the Company's major stockholders and
is also the Company's CEO and Chairman of the Board, agreed to
transfer to the investors one share of common stock from his
personal shares for each share acquired. The net result was
the investors effectively paid $2.00 per share. Additionally,
the Company sold 41,020 shares of common stock to certain
employees at a price of $2.00 per share, based on the effective
price of $2.00 per share paid during 1998 by a majority of
investors.
During 1998, the Company also sold 5,500 shares of common stock
to investors at a price of $4.00 per share in connection with
an offering of shares in the State of New York. The New York
offering was completed to satisfy a public offering requirement
related to the Founders Agreements discussed below.
During 1999, the Company sold an additional 47,000 shares of
common stock in a private placement at prices ranging from
$2.00 to $4.00 per share.
Conversions of debt
During 1998, the Company converted an 8 percent convertible
debenture in the amount of $400,000 into 468,330 shares of
common stock at $0.85 per share based on the contractual terms
of the debenture. The Company also converted a $70,000 note
payable and related accrued interest of $12,834 into 41,417
shares of common stock at a price of $2.00 per share. In
connection with the conversion of the $70,000 note payable, the
Company granted options to purchase 6,250 shares of common
stock at $4.00 per share to the debt holder.
Additionally, during 1998 the Company issued 74,162 shares of
common stock to Gary Smith, the father of Rod Smith and a
stockholder and director of the Company, valued at $148,324 or
$2.00 per share as consideration for his guarantee of the
Company's $1,000,000 note payable. The $2.00 per share value
was based on the 1998
F-14
<PAGE>
issuances of common stock for cash as described above. The
Company also issued 31,250 shares of common stock valued at
$62,500 or $2.00 per share in connection with restructuring the
note, in which $50,000 in accrued interest was added to the
principal due. In March 2000, the note was restructured again
as described in Note 3.
During 1999, the Company converted the remaining amount due
Gary Smith, $125,000, into 62,500 shares of common stock or
$2.00 per share.
Founders agreements
On January 16, 1996, the Company entered into agreements
("Founders Agreements") with 19 individuals and/or entities
that had previously provided $105,000 of funding to Rod Smith
for the purpose of acquiring certain telecommunications
services. The funds paid to Rod Smith were used for the
benefit of the Company. The Founders also provided services to
the Company in promoting the original members for the consumer
buying organization. Under the Founders Agreements, the
Company agreed to pay each Founder one-twentieth of one percent
of the gross receipts from certain telecommunications services
for a term of 60 years, or until such time that the Company
sells its assets to a third party or makes a public offering of
its common stock. At the time of a public offering, the
Founders in aggregate were to receive options to purchase
19,468 shares of common stock at a price of $0.06 per share in
exchange for the royalty interests. As discussed above, the
Company sold certain shares of common stock during 1998 in the
State of New York, which was determined by the Company to
satisfy the requirement of a public offering. Accordingly, the
royalty interest was terminated and options to purchase 19,468
shares of common stock at $.06 per share were issued to the
Founders. During 1999, these options were exercised as part of
the settlement of the Founders Agreements.
Long-term Stock Incentive Plan
Effective March 11, 1999, the Company established the Buyers
United International, Inc. Long-term Stock Incentive Plan (the
"Stock Plan"). The Stock Plan provides for a maximum of
600,000 shares of common stock of the Company to be awarded to
participants and their beneficiaries. The Committee, as
determined by the Board of Directors, determines and designates
the eligible participants and awards to be granted under the
Stock Plan. The Committee may grant incentive stock options,
non-qualified options, stock appreciation rights ("SAR") and,
on a limited basis, grant stock awards. The terms and exercise
prices of options and SARs will be established by the
Committee; except that the exercise prices cannot be less than
100 percent of the fair market value of a share of common stock
on the date of grant. As of December 31, 1999, 165,000 options
have been granted under this particular plan.
Stock options
The Company's Board of Directors has from time to time
authorized the grant of stock options to directors, officers,
key employees, and consultants as compensation and in
connection with obtaining financing. The following tables
summarize the option activity for 1999 and 1998:
Weighted
Options Price Range Average
Exercise
Price
Balance at December 31, 1997 622,930 $2.02- $5.40 $3.49
Granted . . . . . . 969,840 $0.06- $9.00 $2.71
Canceled or expired (253,125) $4.00- $9.00 $4.00
Balance at December 31, 1998 1,339,645 $0.06- $9.00 $2.82
Granted . . . . . . 772,927 $2.00- $5.39 $2.57
Exercised . . . . . (19,468) $0.06 $0.06
Canceled or expired (598,266) $2.00- $5.39 $3.44
Balance at December 31, 1999 1,494,838 $2.00- $9.00 $2.40
The weighted average fair value of options granted during the
years ended December 31, 1999 and 1998 was $2.13 and $0.39,
respectively. A summary of the options outstanding and options
exercisable at December 31, 1999 is as follows:
F-15
<PAGE>
Options Outstanding Options Exercisable
Weighted Options
Average Exercisable
Range of Remaining Weighted at December Weighted
Exercise Options Contractual Average 31, Average
Prices Outstanding Life Exercise Price 1999 Exercise Price
$2.00-$3.99 1,384,448 8.6 years $2.20 1,154,588 $2.17
$4.00-$5.99 104,140 5.9 years $4.62 91,641 $4.70
$6.00-$9.00 6,250 2.0 years $9.00 6,250 $9.00
1,494,838 8.4 years $2.40 1,252,749 $2.39
Stock-based compensation
The Company applies Accounting Principles Board Opinion No. 25
and related interpretations in accounting for its grants of
options to purchase common shares to employees. SFAS No. 123,
"Accounting for Stock-Based Compensation," requires pro forma
information regarding net income (loss) as if the Company had
accounted for its stock options granted under the fair value
method of the statement. The fair value of the stock options
was estimated at the grant date by the Company based on the
Black-Scholes option pricing model. The following assumptions
were used in the Black-Scholes model: a weighted-average risk-
free interest rate of 5.5 and 6.0 percent, a dividend yield of
0 and 0 percent, and weighted-average expected lives of 8.1 and
7.5 years for the years ended December 31, 1999 and 1998,
respectively. The net losses applicable to common shareholders
under SFAS No. 123 for the years ended December 31, 1999 and
1998 would have been increased to the pro forma amounts
indicated below:
1999 1998
Net loss applicable to common stockholders:
As reported $ 1,924,885 $ 1,466,582
Pro forma 2,203,921 1,948,191
Basic and diluted net loss per common share:
As reported $ 0.60 $ 0.66
Pro forma 0.68 0.75
Due to the nature and timing of option grants, the resulting
pro forma compensation cost may not be indicative of future
years.
8. Related party transactions
In January 1998, the Company entered into a one year consulting
agreement with Gary Smith pursuant to which the Company agreed
to pay $5,000 per month to Gary Smith for marketing and other
related consulting services. The agreement was subsequently
modified to cancel the consulting payments during 1998 and to
continue the consulting agreement for an additional one-year
term beginning January 1, 1999.
At December 31, 1998, the Company owed a total of $353,810 to
Board members Gary Smith, Dal Bagley, and Rod Smith either in
the form of notes or accrued interest. During 1999, Rod Smith
loaned the Company an additional $49,000. Interest expense
during 1999 on the entire amount owing by the Company to all
three individuals aggregated $12,422. All such amounts were
paid in 1999 except for $125,000 owed to Gary Smith. This
remaining amount was converted into 62,500 shares of common
stock at $2.00 per share during 1999.
F-16
<PAGE>
Exhibit No. 13
BUI, Inc.
Form 10-KSB
File No. 0-26917
July 20, 1999
Mr. Gary Smith
179 Harrels Lane
Polson, MT 59860
Dear Gary:
I wanted to formalize our recent discussion regarding you note
and conversion.
The current outstanding balance is $251,312,.00. You have
expressed a desire to convert half of that amount into common
stock at $2.00 per share. Therefore, we are prepared to issue
62,500 shares of common stock at $2.00 per share, and pay you the
balance $126,312.00 by check.
Please sign below if these arrangements meet you approval
Sincerely,
_________________________
Paul Jarman/ VP of BUI, Inc.
__________________________ __________________
Accepted by Gary Smith Date
E-1
Exhibit No. 14
BUI, Inc.
Form 10-KSB
File No. 0-26917
March 16, 2000
Mr. George Brimhall
9211 North Martingale Road
Paradise Valley, AZ 85253
Dear George:
Thank you for your prompt and courteous response to our request
for your consideration regarding the outstanding indebtedness of
$1,050,000 (the "Note"). After discussing various issues and
alternatives with the members of the Board, and with our
financial advisors at Arthur Andersen & Company, I would like to
suggest the following Counter Offer for you consideration:
buyersonline.com would agree to extend the Note until April 15th
2001, based on the following conditions:
The rate of interest shall be 18% commencing April 15, 2000
buyersonline.com can elect to pay the Note in full at any
time with thirty (30) days prior written notice.
George Brimhall can elect to convert the Note at any time
during the term, or within thirty (30) days from the date of
receiving notice of buyersonline.com's intent to pay the
Note, whichever occurs first, in exchange for 350,000 shares
of Common Stock in buyersonline.com
buyersonline.com will agree to register said common shares,
as soon as possible, in compliance with SEC filing and audit
requirements, to remove any Rule 144 trading restrictions.
If you are in agreement, please sign in the space provided below
and send a facsimile to my office. Thank you for you kind
consideration.
Best regards,
Rod Smith
President
buyeronline.com
George Brimhall
E-2
Exhibit No. 15
BUI, Inc.
Form 10-KSB
File No. 0-26917
SUBSIDIARIES OF THE COMPANY
Name State or
Jurisdiction
Buyers United, Inc. Utah
E-3
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,259,394
<SECURITIES> 0
<RECEIVABLES> 889,897
<ALLOWANCES> 152,000
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<CURRENT-ASSETS> 2,196,734
<PP&E> 352,581
<DEPRECIATION> 262,750
<TOTAL-ASSETS> 2,549,315
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<BONDS> 1,124,063
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<SALES> 4,755,687
<TOTAL-REVENUES> 4,755,687
<CGS> 3,096,490
<TOTAL-COSTS> 3,349,781
<OTHER-EXPENSES> 0
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<NET-INCOME> (1,764,758)
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