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March 1, 2005

Written by Bob Meyer, Editor of BarterNews

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Bartercard Going Public Via Reverse Takeover

Deal Is Barter Industry’s Largest Ever

The directors of Universal Direct have announced that an agreement has been reached, subject to shareholders’ approval, to purchase the entire issued share capital of Bartercard International.

The purchase will encompass the issuance of 217 million new Universal Direct ordinary shares, with the price valuing Bartercard at 65 million pounds.

Bartercard is the world’s largest trade exchange and has company-owned operations in the UK and Australia. Licensed agreements in other countries around the world include the USA, Hong Kong, New Zealand, Thailand, as well as throughout the Middle East and Asia. (There are 130 company owned or franchised offices worldwide.)

Since Bartercard’s founding, February 1991 in Australia, the growth in new members has been consistently strong and now numbers in excess of 70,000 businesses/companies.

Sources of revenue from the firm’s subsidiaries are: trading commissions (from buyer and seller on each transaction) 70%, publication and subscription fees (10%), administration fees (15%), and franchise sales (5%).

One of the fastest growing parts of Bartercard’s operation is its e-commerce operation, launched in 2002. Twenty-five thousand items are now displayed on its global site.

Bartercard’s audited earnings for the past three years ending June 30 are as follows:

Revenues for 2002 A$42,063,748; 2003 A$45,580,970; and 2004 A$49,105,352.

Profits or losses after tax for 2002 (A$3,212,625); 2003 A$852,914; and 2004 A$2,350,916.

(Bartercard International is audited under US GAAP accounting and is required to disclose all financials in the currency where the largest proportion of revenues are earned, which is from the largest Bartercard operation being the wholly owned subsidiary in Australia.)

Commenting on the acquisition, Universal Direct’s Executive Chairman, David Wright said, “Apart from the outstanding growth opportunities at Bartercard, Universal will be a major beneficiary of its expanding e-commerce site. Over the last two years, Universal Direct incurred stock losses, resulting in significant trading losses. Utilizing Bartercard’s web site and global scale should...improve the group’s negotiating position for reverse logistic contracts.”

Bartercard’s CEO and founder Wayne Sharpe stressed, “The opportunity to become publicly listed via a reverse takeover is something we have pursued for the last three years, since I relocated to the UK. However it required a combination of events, including the emergence of the UK and e-commerce as profit centres. We are pleased to be able to add value to the Universal Direct shareholders...and look forward to the company re-listing under the name of Bartercard plc.”

Sharpe shared with BarterNews that the time frame to closure is approximately five weeks. “Then,” he disclosed, “it’s back on track for growing the company to the next level.”

The board of directors of the merged company will consist of a consolidation of the two companies’ boards, with David Wright as Chairman and Wayne Sharpe as CEO. (For more information go to www.bartercard.com.)


“What we have here is a failure to communicate!”

Years ago, one of the most visible people in the barter industry said the #1 reason why the industry wasn’t farther along in its development was due to a “failure to communicate” by those in the business.

This realization was the genesis of The Competitive Edge newsletter, now into its 18th year of publication. Trade exchange owners who use this powerful marketing and promotional tool are never guilty of “failing to communicate.”

As the owner of a trade exchange you must stay in front of your clients. Informing, educating, and inspiring them, because your clients’ bartering is a relatively small percentage of their overall business. So if you don’t keep their interest and enthusiasm for trade at a high level, you lose.

Your primary aim, like all other businesses, is to get your clients coming back for more. Every extraordinary business (and every trade exchange owner who wants to be extraordinary) knows that the customer you have, is a lot less expensive to sell than the customer you don’t yet have!

Want to take your exchange to a higher level? Use The Competitive Edge newsletter in your operation—it “sells” the many benefits of working through your trade exchange like nothing else!

To learn more about The Competitive Edge newsletter and how it can help build your trade exchange, click here.


From the 1997 archives of BarterNews...

A Once Mighty & Proud Manufacturer Rebounds Via Barter

Kaiser Steel, a company founded by Henry Kaiser in 1941 to churn out steel for WWII warships, staggered into bankruptcy in 1987.

The once-mighty manufacturer’s only products recently have been lawsuits, debts and bitterness. But now they’re emerging from the ashes with a barter assist.

The new Kaiser doesn’t make steel, and only employs a bare-bones staff of about two dozen. But by bartering its land for stakes in new businesses, Kaiser is now coming to life!

They’re involved in industries as varied as the new California Speedway racetrack—Kaiser traded the land for $50 million of stock in Penske Motorsports, which owns the 90,000-seat auto racetrack on the site of the former Kaiser steel mill in Fontana.

Well-water, once used to cool steel, is now being leased on a yearly basis for millions-of-dollars. And they’ve converted an iron-ore mine into a massive dump that will bring in even more millions annually.


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From the 1997 archives of BarterNews...

Lucas Working On Huge Barter Deal

Star Wars creator George Lucas’ company Lucasfilm is quietly negotiating a huge barter deal that will see one company having the toy manufacturing rights to a new series of his upcoming films.

Offers reportedly approaching $1 billion are on the table with Lucas getting a sizable equity (ownership) stake in the toy company with which he eventually barters.


Just published...BarterNews issue #64, get your copy now! Orders will be shipped within two business days of publication. Click on Order Form.

(If you are not sure if your subscription has lapsed, e-mail your name, address, and zip code to bmeyer@barternews.com.)


From the 1998 archives of BarterNews...

And You Think You Have Competition!

Understandably, we’re all plugged into our own industry—well aware of what’s happening, who the leaders are, what works, what doesn’t.

Sometimes, especially during our day-to-day grinds, we may think about other businesses...how they might be different, more exciting, with less competition, less pressure, less risk, etc.

At these times it’s worthwhile to consider what the “other side” faces, too. The grass probably isn’t greener anywhere else, just different.

Here’s a situation to ponder: What is the investment in time, energy and money that it takes for success in the motion picture industry?

Imagine investing from two to five years of your time, and $25 to $100 million or more in a new product. Then spending another $20 to $30 million to advertise it, and if it’s not a winner watching it disappear from the market in less than a month!

That’s the sobering formula for many a motion-picture release these days.


Every barter company in the world is listed on our web site, click through to our Global List of Barter Companies.


Bentley Commerce Offers Affiliates NSF Check Recovery Service

Bentley Commerce (OTCBB:BLYC) is offering its affiliated exchanges the CollectAChek (www.collectachek.com) system to recover 100% of the face value of non sufficient fund consumer checks, up to $2,500. There is no cost of collection to their member businesses for these NSF checks, and participating exchanges receive a share of state-authorized recovery fees.

“This is part of our on-going efforts to offer innovative revenue opportunities to our online affiliate exchanges, which handle transactions for approximately 18,000 businesses, as well as our off-line trade exchange network that works with an estimated 50,000 businesses,” announced Bruce Kamm, Bentley’s CEO.

CollectAChek, a company affiliated with Bentley, recovers bounced checks for a wide range of businesses which include Discount Tire, Meineke Car Care Centers, Goodwill Industries, Subway, Fantastic Sams, Supercuts, Le Gourmet Chef, Kelly-Moore Paints, Boys & Girls Clubs of America, and Jackson Hewitt Tax Services.

Kamm says Bentley Commerce will offer its free check recovery services to all the member businesses using Bentley’s Global Trade Alliance. (For more information go to www.bentleycommerce.com.)


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Here & There...

  • International Monetary Systems has added CPA Wayne Dalin to its Board of Directors; he will be in charge of the internal audit committee. With Dalin’s addition to the board, IMS now has a majority of outside directors serving on the board.

    CFO Danny Weibling commented, “The election of Dalin will help us improve our compliance with the Sarbanes Oxley Act. He will be the leader of our audit committee, and along with our other three outside directors will aid us in strengthening all internal controls.” (For more information go to www.internationalmonetary.com.)

  • Have you signed up to receive a summary via e-mail of the Tuesday Report every week? If not, go to the top of this issue (right hand corner) and sign up!

  • Bentley Commerce Corporation (OTCBB:BLYC) announced last week it had attained a number of significant milestones, including generating revenue, during its first year as an operating company as shown in its SEC 10QSB filing for its second fiscal quarter.

    “We generated $178,417 in revenues for the three months ending December 31, 2004, as compared to $0 for the same three months in 2003,” reported Bruce Kamm, Bentley’s CEO. “This is an 82% increase in revenues from the previous quarter’s earnings of $97,699. Although the numbers are not yet large, they show a very positive trend and validate our business model.”

    Bentley’s business model centers around serving as a clearing company (processing transactions) within the barter industry.

  • If you've missed any of our weekly Tuesday Reports the past five years we have an archive of issues for you at the bottom of this week's letter...check it out!

 

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