UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2001
Commission file number: 0-26355
eUNIVERSE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 06-1556248
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6300 WILSHIRE BOULEVARD, SUITE #1700
LOS ANGELES, CALIFORNIA 90048
(Address of principal executive offices) (Zip Code)
323-658-9089
(Registrant's telephone number, including area code)
The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 3 months and has
been subject to such filing requirements for the past 90 days.
As of June 30, 2001, there were 19,183,103 shares of eUniverse, Inc.
common stock outstanding.
eUNIVERSE, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2001
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)....................................3
Consolidated Balance Sheets, June 30, 2001 and March 31, 2001......... 3
Consolidated Statements of Operations, for the three
months ended June 30, 2001 and 2000....................................4
Statements of Cash Flows, for the three months ended
June 30, 2001 and 2000 ................................................5
Notes to Financial Statements .........................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION ................................18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK........................................................24
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS .................................................24
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS .........................25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ..................................25
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
eUNIVERSE, INC.
Consolidated Balance Sheets
June 30, March 31,
2001 2001
----------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................................ $ 1,159 $ 218,841
Accounts receivable, net of allowances for
doubtful accounts of 494,694 and $123,000, respectively ............... 3,370,987 2,676,675
Notes Receivable ........................................................ 100,000 -
Prepaid expenses ........................................................ 544,951 491,553
Deferred charges and other current assets ............................... 580,371 440,061
----------- -----------
Total Current Assets 4,597,469 3,827,130
FURNITURE AND EQUIPMENT, less accumulated depreciation
of $370,923 and $264,383, respectively ................................... 1,264,386 902,004
GOODWILL, net of amortization of $7,404,624
and $7,404,624 respectively .............................................. 4,939,981 4,739,981
OTHER INTANGIBLES, net of amortization of $160,559 and $160,559
respectively................................................................ 1,479,699 1,479,699
Deferred charges ............................................................... 862,210 787,505
Deposits and other assets...................................................... 149,251 142,812
----------- -----------
TOTAL ASSETS ............................ $13,292,996 $11,879,131
=========== ===========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable ......................................................... $ 2,689,740 $ 2,870,997
Accrued expenses ......................................................... 2,633,774 2,592,745
Deferred Revenue ......................................................... 172,240 232,240
Notes payable ............................................................ 3,760,209 3,760,209
Current maturities of notes payable affiliates ........................... 940,000 940,000
Short-term portion of lease obligations .................................. - -
----------- -----------
Total Current Liabilities 10,195,963 10,396,191
----------- -----------
LONG-TERM DEBT ................................................................ 976,190 976,190
LONG-TERM DEBT AFFILIATES, LESS CURRENT MATURITIES ............................ 2,185,239 2,065,239
SHAREHOLDERS' (DEFICIT)
Preferred stock, $.10 par value; 40,000,000 shares
authorized; 1,362,572 and 1,454,572 shares
issued and outstanding, respectively ................................ 136,257 145,457
Common stock, $.001 par value; 250,000,000 shares authorized;
19,183,103 and 18,817,502 issued and outstanding, respectively ......... 19,181 18,815
Additional paid-in capital ............................................... 51,631,464 50,523,446
Deferred stock compensation cost.......................................... (139,234) (139,234)
Retained deficit.......................................................... (51,712,065) (52,106,973)
----------- -----------
Total Shareholders' (Deficit) (64,396) (1,558,489)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) $13,292,996 $11,879,131
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
eUNIVERSE, INC.
Consolidated Statements of Operations
Three Months Ended
June 30,
---------------------------------
2001 2000
----------- -----------
REVENUE $ 5,049,613 $ 2,770,836
COST OF GOODS SOLD 204,194 574,500
GROSS PROFIT 4,845,419 2,196,336
OPERATING EXPENSES:
Marketing and sales (excludes stock-based
compensation of $0 and ($2,935), respectively............................ 1,806,601 1,703,081
Product development (excludes stock-based
compensation of $0 and ($19,656), respectively........................... 1,039,255 656,600
General and administrative (excludes
stock-based compensation of $0 and ($164,598), respectively ............. 1,482,671 936,333
Amortization of goodwill and other intangibles............................. - 585,189
Stock-based compensation................................................... - (187,189)
----------- ------------
TOTAL OPERATING EXPENSES....................................................... 4,328,527 3,694,014
----------- ------------
OPERATING INCOME/(LOSS) 516,892 (1,497,678)
NONOPERATING INCOME (EXPENSE)
Interest income............................................................ 148 5,303
Interest and other financing expense....................................... (122,132) (14,790)
----------- ------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 394,908 (1,507,165)
INCOME TAXES .................................................................. - -
----------- ------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS $ 394,908 $ (1,507,165)
=========== ------------
DISCONTINUED OPERATIONS:
Loss from operations discontinued segment
(net of applicable income taxes of $0).................................... - (2,102,411)
----------- ------------
NET INCOME/(LOSS) $ 394,908 $ (3,609,576)
=========== ------------
Continuing operations income (loss) per common share .......................... $ 0.02 $ (0.08)
Discontinued operations income (loss) per common share......................... $ - $ (0.12)
----------- ------------
Basic income (loss) per common share........................................... $ 0.02 $ (0.20)
=========== ============
Basic weighted average common shares outstanding............................... 18,933,081 17,744,336
=========== ------------
The accompanying notes are an integral part of these financial statements.
4
eUNIVERSE, Inc.
Statements of Cash flows
Three Months Ended June 30,
2001 2000
----------- ------------
OPERATING ACTIVITIES
Net income (loss).......................................................... $ 394,908 $(3,609,586)
Transactions not requiring cash:
Depreciation ........................................................... 106,539 71,701
Amortization ........................................................... - 889,839
Bad Debts .............................................................. 291,694 -
option issued to employees ......................................... - (207,011)
Stock and warrants granted to
outside consultants and affiliates ................................. 169,452 149,327
Changes in current assets.................................................. (884,805) (820,217)
Changes in current liabilities ............................................ 354,596 317,014
Changes in other assets ................................................... (81,144)
--------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 351,240 (3,208,933)
--------- -----------
INVESTING ACTIVITIES
Changes in other assets.................................................... - (201,782)
Purchases of fixed assets.................................................. (468,923) (141,621)
--------- -----------
NET CASH USED IN INVESTING ACTIVITIES (468,923) (343,403)
--------- -----------
FINANCING ACTIVITIES
Proceeds from issuance of warrants......................................... - 8,000
Proceeds from short term notes............................................. - 1,250,000
Proceeds from long term notes.............................................. 120,000 -
Advance to investor........................................................ (100,000) -
--------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 20,000 1,258,000
--------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS............................................ (217,683) (2,294,336)
Cash and cash equivalents,
beginning of period........................................................... 218,841 2,323,087
--------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD........................................................... $ 1,159 $28,751
========= ===========
CASH PAID DURING THE YEAR FOR:
Interest Expense.......................................................... $ - $ -
========= ===========
Income taxes.............................................................. $ - $ -
========= ===========
The accompanying notes are an integral part of these financial statements.
5
eUNIVERSE, INC.
Statements of Cash flows
Three Months Ended June 30,
---------------------------------
2001 2000
----------- -----------
OTHER NON-CASH FINANCIAL ACTIVITIES
Stock issued in connection with acquisitions:
Acquisition of The Big Network........................................ - 552,230
Acquisition Gamer's Alliance.......................................... 403,576 103,513
Acquisition of DustCloud.com.......................................... - 150,000
Acquisition of ratedfun.com........................................... 18,750 -
Stock issued to employees, 7,992 and 16,653 shares respectively............ 25,000 124,139
Stock options issued in connection with services........................... - 45,531
Stock options issued in connection with Affiliate agreements -
Warrants issued in connection with services -
Performed and to be performed(1)......................................... 473,359 -
Warrants issued to preferred shareholders.................................. - 4,168
Amortization of variable stock options issued to employees................. - (207,011)
Shares cancelled in payment of amounts due from employees.................. (34,000)
Shares issued to Isosceles(2).............................................. 212,500 -
Purchase of funbug.com under long term note................................ 200,000
(1) The Company agreed to a two year investor relations services agreement
that commenced on April 4, 2001. As consideration for these services, the
Company issued warrants for 300,000 shares of the Company's common stock
with an exercise price of $1.25. The warrants have been valued at $473,359
in the financial statements using the Black-Scholes model with a
risk-free rate of 5.75%, avolatility of 128% with no expected dividend yield
and a life of two years. The warrants expire on 4/3/2003.
(2) Shares issued in satisfaction of settlement agreement February 2, 2001
with the Isosceles Fun Limited.
(3) In June 2001, the Company acquired the web site and technology assets of
funbug.com for a purchase price of approximately $200,000 that will be
paid based on a percentage of revenues. At the end of 30 months, in the
event that $200,000 is not paid to the seller, the Company may, at its
option, pay the remainder of the $200,000 to the seller or sell the
assets back to the seller for $1.
The accompanying notes are an integral part of these financial
statements.
6
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(1) ORGANIZATION AND LINE OF BUSINESS
eUniverse, Inc. (the "Company") is a Nevada Corporation engaged in
developing and operating a network of web sites providing entertainment-oriented
services. During the reporting period, the Company was engaged in providing
online advertising and games on its network of web sites. The Company conducts
operations from facilities located in Los Angeles, CA; San Francisco, CA; New
York, NY and Mount Vernon, WA. The financial statements being presented include
the accounts of eUniverse, Inc. and its wholly owned subsidiaries. The Company
previously engaged in sales of audio CD's, videotapes (VHS), and digital
videodisks ("DVD's") over the Internet, prior to the discontinuation of these
operations in October 2000. All significant inter-company transactions and
balances have been eliminated in consolidation.
The Company was founded in February 1999 and incorporated as Entertainment
Universe, Inc. ("EUI"). EUI was formed as a holding company to acquire various
operating companies. On April 14, 1999, EUI acquired Motorcycle Centers of
America, Inc. ("MCA"), a publicly traded company, through a reverse acquisition.
In connection with that acquisition, EUI shareholders exchanged all of EUI's
common stock for 12,829,000 shares of MCA's $.001 par value restricted common
stock. EUI shareholders also exchanged all of their preferred shares for
1,795,024 shares of MCA's Series A 6% Convertible Preferred Stock. As a result,
EUI (the accounting acquirer) became a wholly owned subsidiary of MCA (the legal
acquirer). The former shareholders of EUI owned approximately 91.6 percent of
MCA after the reverse acquisition. The Company acquired CD Universe on April 14,
1999, a company whose business was selling compact audio CD's, videotapes and
DVD's over the Internet. Subsequent to this, MCA changed its name to eUniverse,
Inc.
(2) ACCOUNTING POLICIES
REVENUE RECOGNITION
The Company recognizes service revenue upon fulfillment and delivery of
customer's advertising. Additionally, the Company derives revenue from the sale
of non-refundable memberships and sponsorships that are recognized ratably as
earned. Barter transactions are recorded at the lower of the estimated fair
value of advertisements received or the estimated fair value of the
advertisements given with the difference recorded as an advance or prepaid.
During the quarters ended June 30, 2001 and 2000, the Company recorded $325,000
and $115,255 as bartered advertising revenue, respectively. With respect to the
discontinued e-commerce operations, the Company recognized revenue upon shipment
of its products. Revenue included shipping and handling charges. The Company
also maintained a partner program whereby partners provided links on their
websites that brought customers to the CD Universe website. Revenue generated
from these linked sites was recognized upon shipment of the products. The
partner received a commission of 5% to 15% of sales of the Company's products
that originated from the site, recognized as a selling expense concurrent with
the sale.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is computed using
the straight-line method based upon the estimated useful lives of the assets.
Maintenance and repairs are charged to expense as incurred. Estimated useful
lives are as follows:
Leasehold improvements...................................... Life of the lease
Computer equipment.......................................... 5 years
Telephone equipment......................................... 5 years
Computer software........................................... 2 to 5 years
Furniture, fixtures and other............................... 10 years
INTANGIBLE ASSETS
Intangible assets consist of goodwill, customer lists, and domain names.
Excess cost over the fair value of net assets acquired (or goodwill) was
amortized on a straight-line basis over 5 years effective January 1, 2001. These
assets will be assessed for impairment annually or upon an adverse change in
operations. Customer lists and domain names are being amortized on a
straight-line basis over a period of 3 and 5 years, respectively. Through
December 31, 2000 goodwill and domain names were amortized over 10 years.
7
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
Effective April 1, 2001, the Company adopted SFAS141 and SFAS142. Should
events or circumstances occur subsequent to the acquisition of a business, which
bring into question the realization or impairment of the related goodwill, the
company will evaluate the remaining useful life and balance of goodwill and make
adjustments, if required. The Company's principal consideration in determining
an impairment includes the strategic benefit to the Company of the particular
assets as measured by undiscounted current and future operating income of that
specified group of assets and expected undiscounted cash flows. Should an
impairment be identified, a loss would be reported to the extent that the
carrying value of the related goodwill exceeds the fair value of that goodwill
as determined by discounted future cash flows.
ADVERTISING COSTS
Advertising costs, except for costs associated with direct-response
advertising, are charged to operations when incurred. The costs of
direct-response advertising, if any, are capitalized and amortized over the
period during which future benefits are expected to be received. During the
quarters ended June 30, 2001 and 2000 advertising expense from continuing
operations amounted to $426,067 and $1,133,313, respectively. The Company had no
direct-response advertising during the periods presented.
EARNINGS PER SHARE
The computation of basic earnings per share ('EPS') is computed by dividing
income available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period. The computation
of diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect.
Securities that could potentially dilute basic earnings per share in the
future that were not included in the computation of diluted earnings per share
because their effect would have been anti-dilutive are as follows:
June 30,
2001 2000
------ ------
Convertible preferred stock.......... -- 1,782,524
Warrants............................. -- 1,121,207
Options ............................. -- 4,057,094
---------- ----------
Total ............................. -- 6,960,825
========== ==========
(3) DISCONTINUED OPERATIONS
In September 2000, the Company decided to discontinue its e-commerce
operations. This segment consisted of the sale of CD's, DVD's and videotapes,
and computer games. The sale of the assets relating to this segment was
consummated on October 10, 2000. The assets were sold to CLBL, Inc. a
Connecticut corporation owned by a significant shareholder of the Company. The
proceeds from the sale consisted solely of a note receivable from the purchaser
in the amount of $1,000,000. The purchaser has paid off this loan, in its
entirety, as of the date of these statements.
Net losses from the discontinued operations for the quarters ended June 30,
2001, and 2000 were $0 and $2,102,411, respectively.
As a result of this discontinuance, the consolidated financial statements
of eUniverse, Inc. and the related notes to the consolidated financial
statements and supplemental data have been restated to reflect the results of
operations and assets of the e-commerce segment of business as a discontinued
operation in accordance with generally accepted accounting principles. The loss
on disposal of the e-commerce segment was approximately $9.9M. This loss
provided for reserves necessary to write down assets disposed of to their net
realizable values.
(4) MAJOR CUSTOMERS
In the quarter ended June 30, 2001, approximately 52% of the Company's
revenues resulted from five customers ranging from 8% to 17% of revenues. In the
quarter ended June 30, 2000, approximately 46% of revenues resulted from the top
five customers.
8
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
(5) BUSINESS COMBINATIONS
In June 2001, acquired the website and technology assets of Funbug.com for
a purchase price of approximately $200,000 that will be paid based on a
percentage of revenues. At the end of 30 months, in the event that $200,000 is
not paid to the seller, the Company may, at its option, pay the remainder of the
$200,000 to the seller or sell the assets back to the seller for $1. The
estimated fair value of tangible and identifiable intangibles is $0 and the
purchase price has been allocated to goodwill.
Total goodwill recorded through acquisitions has been amortized on a
straight-line basis over ten years through December 31, 2000. Effective
beginning with the quarter ended March 2001, the Company revised the
amortization period to five years. On April 1, 2001, the Company adopted SFAS141
and 142. (see Note 2 - Accounting Policies, Intangible Assets).
The operations of the acquired entities have been included in the
statements of operations from the dates of acquisition.
PRO FORMA INFORMATION
Pro forma information as if the foregoing acquisition had occurred at the
beginning of the period presented is as follows:
PRO FORMA QUARTER ENDING
June 30, 2001
--------------
Revenue................................ $ 5,049,613
Net loss............................... 374,907
Loss per share......................... ($0.02)
(6) AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS
The net carrying value of goodwill and other intangibles recorded through
acquisitions is $6,419,680 as of March 31, 2001. Effective April 1, 2001, the
Company adopted SFAS141 and SFAS142. These assets will be assessed for
impairment at least annually or upon an adverse change in operations. The assets
were amortized on a straight-line basis over five years effective beginning
January 1, 2001. Prior to that date, the Company amortized goodwill and other
intangibles on a straight-line basis over ten years. The Company evaluated the
reduction in goodwill amortization periods based on management's assessment of
future cash flows and the practice of other firms in the Internet industry.
Since March 31, 2001, the Company has not noted any material adverse events that
could cause an impairment of the net carrying value of goodwill or other
intangible assets as of June 30, 2001.
The following are the goodwill and other intangible assets that will no
longer be amortized:
June 30, March 31,
2001 2001
------ ------
Intangible Assets.................... $1,479,699 $1,479,699
Equity Method Goodwill............... 4,939,981 4,739,981
The following is the pro forma effect had the quarter ended June 30, 2000 been
subject to SFAS 142 and 142:
Three months ended June 30,
2001 2000
------ ------
Reported Net Income/(Loss) .......... $ 394,908 $(3,609,576)
Amortization ..................... 585,189
---------- -----------
Adjusted (Pro Forma) Net Income/(Loss) $ 394,908 $(3,024,387)
========== ===========
Reported Net Income/(Loss)per Share.. $ .02 $ (.20)
Amortization per Share............... .03
---------- -----------
Adjusted Net Income/(Loss) per Share $ .02 $ (.17)
========== ===========
Note: Net Income/(Loss) amounts presented here are prior to any
extraordinary items and after discontinued operations.
In the quarter ended June 30, 2001, the Company purchased a database of
subscribers for $400,000, which is being amortized over a two year period.
9
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
(7) FIXED ASSETS
Fixed assets, at cost, consist of the following:
June 30, 2001 March 31,2001
--------------- --------------
Furniture and fixtures................................ $ 25,575 $ 25,575
Computers and equipment............................... 965,610 898,519
Purchased software.................................... 244,123 242,293
Leasehold improvements................................ -- --
---------- ------------
1,235,308 1,166,387
Less accumulated depreciation and amortization........ (320,923) (264,383)
---------- -----------
Fixed assets, Net................................ $ 914,306 $ 902,004
========== ===========
Accumulated amortization of purchased software as of June 30, 2001 and March 31,
2001 is $132,742 and $61,028, respectively. Depreciation expense for the
reporting periods was as follows:
Three Months Ended
June 30,
2001 2000
------ ------
Depreciation expense............ .............. $106,539 $33,989
(8) PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses consist of the short-term portion of the fair value of
warrants or options issued or cash payments made in advance for marketing or
other services to be rendered as follows:
June 30, 2001 March 31, 2001
------------- --------------
Co-marketing agreement shares........................ 606,882 695,500
Cost of options for financing services............... -- --
Prepaid marketing expenses........................... 19,653 26,900
Prepaid investment banking expenses.................. 40,833 46,666
Prepaid investor relations expenses.................. 20,158 22,579
Prepaid insurance, advances & other.................. 106,665 63,042
---------- ----------
$ 794,191 $ 854,687
Less: Non-current portion
Co-marketing agreement shares........................ (218,846) (326,500)
Prepaid investment banking expenses.................. (17,499) (23,333)
Prepaid investor relations expenses.................. (12,895) (13,301)
---------- ----------
Total $ 544,191 $ 491,553
========== ==========
10
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
(9) DEFERRED CHARGES
Deferred charges consist of the short-term portion of the unamortized fair
value of warrants or options issued principally in connection with the securing
of financing and investor relations services. Options issued to advertising
affiliates for continued online advertising services are also included. All such
options and warrants have been valued using the Black-Scholes method option
pricing model (see also Note 11 - Warrants).
June 30, March 31,
2001 2001
-------------- --------------
Options:
- --------
Advertising network affiliates....................... $ 24,852 $ 22,708
Warrants:
- ---------
Granted for services................................. $ 1,168,490 $ 841,724
Preferred shareholders............................... -- --
----------- --------------
1,193,342 864,432
Less: non-current portion
Warrants granted for services........................ $ (611,284) $ (422,684)
Options granted to advertising network............... (1,687) (1,687)
----------- --------------
(612,971) (424,371)
----------- --------------
Total $ 580,371 $ 440,061
=========== ==============
(10) NOTES PAYABLE
Notes payable consist of the following:
June 30, March 31,
2001 2001
----------- -----------
Notes payable:
New Technology Holdings........... $2,289,764 $2,289,764
SFX Entertainment, Inc............ 1,020,445 1,020,445
Videogame Partners, LLC........... 450,000 450,000
---------- ----------
$3,760,209 $3,760,209
========== ==========
1- A secured promissory note to New Technology Holdings, Inc. ("NTH"), dated
September 6, 2000, in the amount of $3,155,670. This note bears an interest rate
of prime rate (8.0% at March 31, 2001) plus 2%, is payable on demand after the
six-month anniversary, and grants the lender a first priority security interest
in all the assets of the Company. In a related transaction, the Company entered
into a subscriber acquisition agreement to provide subscriber names to two of
NTH's subsidiaries, Indimi, Inc. and Emazing, Inc. at a rate of $0.80 per new
subscriber. According to this agreement NTH may, in its sole discretion, deduct
$0.35 from each subscriber fee payable and apply it against the outstanding
principal amount of the above promissory note. Through March 31, 2001, the
Company has recorded approximately $3.2 million of advertising revenue in
connection with this agreement and NTH has deducted $865,906 from its payments
to the Company to be applied against the principal amount of the loan leaving a
balance of $2,289,764 for this loan at March 31, 2001. The subscriber
acquisition agreement was terminated as of January 1, 2001. The Company also has
issued warrants in connection with this note, as described in Note 15 -
Warrants.
2-On April 26, 2000 the Company received $1,020,445 pursuant a promissory note
to SFX Entertainment, Inc. This note is collateralized by 4,841,000 shares of
the common stock of the Company belonging to the Chairman of eUniverse. The note
bears an interest rate of 12% and was payable in full on demand at any time on
or after August 25, 2000. To date, SFX Entertainment has not made demand for
payment.
3- On July 7, 2000, the Company received $450,000 pursuant to a promissory note
to VideoGame Partners, LLC. The interest rate on this loan was 6% and the loan
was payable on August 31, 2000. The interest rate on the unpaid balance of this
note after the maturity date increases to prime rate plus 6%. Saggi Capital,
Inc. has purchased the promissory note and agreed to extend the maturity day to
June 12, 2002.
11
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
(11) LONG TERM DEBT, AFFILIATES
In June 2001, acquired the website and technology assets of Funbug.com for a
purchase price of approximately $200,000 that will be paid based on a percentage
of revenues. At the end of 30 months, in the event that $200,000 is not paid to
the seller, the Company may, at its option, pay the remainder of the $200,000 to
the seller or sell the assets back to the seller for $1. (See Note 5 -- Business
Combinations). The long term portion of the liability is $200,000.
12
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
(12) COMMITMENTS AND CONTINGENCIES
a) In June 2001, the Company entered into agreements with Saggi
Capital("Saggi") and VideoGamePartners ("VP") with respect to the Company's note
payable to VP. Under the agreements, Saggi initially purchased $280,000 of
the $450,000 note from VP. The Company also advanced funds to Saggi of $100,000.
Upon purchase of the entire $450,000 of the note by Saggi, which may include the
$100,000 loaned from the Company, the maturity date is extended for 12 months
from June 12, 2001, is payable at 8% interest and is convertible into common
stock of the Company at $2 per share. VP will also transfer to Saggi 500,000
existing Company warrants with an exercise price of $1 to Saggi in the event
that Saggi purchases the entire $450,000 balance of the VP note. Should Saggi
not purchase the note within 60 days of the agreements, the Company is obligated
to pay $40,000 to Saggi, which Saggi shall pay to VP. The balance of the
$450,000 note will be reduced by $100,000 unless VP repurchases this portion of
the note within 5 days following the failure of Saggi to purchase the entire
balance of the note, at which time the note shall be reinstated to its original
balance.
b) The Company leases various facilities under non-cancelable operating
lease agreements that expire within the next four years. Future minimum lease
payments under these non-cancelable operating leases are as follows:
MARCH 31, 2001
--------------
2002...................................................... $ 282,710
2003...................................................... 234,765
2004...................................................... 220,800
2005...................................................... 165,600
2006...................................................... --
---------
Total $ 903,875
=========
Rent expense from continuing operations for the reporting periods were as
follows:
Three Months Ended
June 30,
2001 2001
------ ------
Rent expense................................ $113,851 $52,357
c) On December 9, 1999, The Isosceles Fund Limited ("Isosceles") filed suit
in the Superior Court of California against the Company, Brad Greenspan, Gerard
Klauer Mattison & Co., Inc. ("GKM") and ten unnamed individuals seeking damages
based on (i) breach of an alleged subscription agreement between Isosceles and
the Company to purchase common stock of eUniverse, (ii) breach of an implied
covenant of good faith and fair dealing in connection with the alleged
subscription agreement, and (iii) intentional interference with the alleged
subscription agreement by GKM and ten unnamed individuals (the "Isosceles
Lawsuit"). Also as previously disclosed, on November 1, 2000, Ballsbridge
Finance Ltd. ("Ballsbridge") filed a lawsuit against the Company in the
California Superior Court for the County of Los Angeles seeking damages based on
breach of contract and related claims based on the Company's alleged refusal to
authorize transfer of 55,000 unregistered shares of eUniverse common stock
originally issued to Ballsbridge in or about May of 1999 (the "Ballsbridge
Lawsuit"). On February 2, 2001, Isosceles, Ballsbridge and the Company entered
into a Stipulation For Settlement in mediation and agreed to settle the
Isosceles Lawsuit and Ballsbridge Lawsuit. The settlement agreement calls for
the issuance of 85,000 unregistered shares of eUniverse Common Stock valued at
$212,500 to Isosceles, which has been issued as of June 30, 2001. Additionally,
the Board of Directors of eUniverse will rescind its resolution to cancel the
shares already issued to Ballsbridge, which shares have remained on the
Company's books and which resolution to cancel such shares has never been
carried out due to ongoing settlement discussion with Ballsbridge. The
settlement agreement also provides for the dismissal of the Isosceles Lawsuit
and Ballsbridge Lawsuit.
d) The Company previously disclosed three lawsuits filed in Alameda County,
California (collectively referred to as the "BNI Litigation") involving the
Company, Brad Greenspan, the former shareholders of The Big Network, Inc. ("BNI
Shareholders"), Stephen Sellers and John Hanke. The BNI Litigation arises out
of, among other things, the Company's acquisition of BNI, disposition of the
Company shares issued to the BNI Shareholders in connection with the acquisition
("BNI Shares"), and subsequent purported agreements concerning registration and
sale of the BNI Shares. On April 18, 2001, the parties to the
13
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
BNI Litigation participated in a voluntary mediation of their disputes
administered by JAMS and presided over by a retired California State Judge. The
mediation resulted in the parties executing a term sheet stipulating an
enforceable settlement of the BNI Litigation ("BNI Settlement"). The terms of
the BNI Settlement have been approved by the Company's Board of Directors and
are currently being incorporated into definitive documentation of the
settlement. The BNI Settlement principally concerns disposition of the
approximately 1,800,000 BNI Shares. Pursuant to the terms of the BNI Settlement,
the BNI Shares shall be placed into an escrow from which 37.5% of the shares
shall be released to the BNI Shareholders over a period of fifteen (15) months.
The Company shall have an option to purchase the remaining 62.5% of the shares
("Company Option") for a period of four (4) years contingent upon the Company
making quarterly option payments to the BNI Shareholders to keep the Company
Option alive. The Company Option is exercisable at $1.40 per share during the
first fifteen (15) months of the Company Option, and $1.75 per share thereafter.
The Company is obliged to use 10% of any proceeds received from debt or equity
financing of between 5 and 10 million dollars, and 20% of the proceeds received
from debt or equity financing over 10 million dollars, to exercise the Company
Option. In the event the Company fails to make any option payments when due,
fails to exercise the Company Option when required, or there is a change of
control of the Company, the Option Shares shall be released from escrow to the
BNI Shareholders and shall be freely saleable subject to applicable securities
regulations.
e) On April 23, 2001, EP Opportunity Fund and EP Opportunity Fund
International, Ltd. (the "EP Funds") filed a Demand for Arbitration against the
Company with the American Arbitration Association. The EP Funds assert claims
for breach of contract and fraud, alleging that the Company has breached a fully
executed stock subscription agreement and registration rights agreement, under
which the EP Funds agreed to subscribe to an offering of the Company's preferred
stock. The EP Funds claim that the Company has failed to register the restricted
preferred stock held in the EP Funds' name. The EP Funds claim in excess of
$250,000 in damages. The Company disputes the EP Funds' claims and intends to
vigorously defend the action. The case is in the early stages of the
arbitration, with no arbitrator yet appointed.
f) On May 1, 2001, Krausz Puente LLC, a California limited liability
company, served a Fourth Amended Complaint in the case of Krausz Puente LLC v.
slam.site, Inc., et al., pending in the California Superior Court for the County
of Los Angeles ("Krausz Litigation"), upon Case's Ladder, Inc., a California
corporation and a subsidiary of the Company ("Case's Ladder"). Case's Ladder was
previously named in this case as "Doe 1." The Krausz Litigation primarily
concerns breach of a lease obligation by third-party companies ("Lessees") owned
by certain former shareholders of CASE'S LADDER. The plaintiff has added Case's
Ladder as a defendant in the Krausz Litigation because it contends that certain
assets transferred into Case's Ladder at the time of its incorporation (prior to
eUniverse's acquisition of Case's Ladder) were fraudulently transferred from
Lessees in an effort to shield the assets from creditors, including the
plaintiff. Case's Ladder believes these allegations to be without merit and will
defend the suit vigorously.
(13) EQUITY COMPENSATION PLAN
STOCK COMPENSATION
On September 15, 1999, the Company cancelled 1,932,000 stock options, which
had been granted to employees on June 15, 1999 with a weighted average exercise
price of $9.67 and reissued 1,642,200 (85 percent) options with a weighted
average exercise price of $6.00 and a vesting period of three years to the same
employees. Compensation expense related to these option of $207,011 has been
recorded in the March 31, 2000 financial statements. During the current
reporting period, this amount for $207,011 was reversed to reflect the fact that
the fair market value as of the statement date remains below the exercise price
of these options.
14
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
The following table presents the amount of stock-based compensation that
would have been recorded under the following income statement categories if the
stock-based compensation had not been separately stated in the financial
statements.
Three Months Ended
June 30,
2001 2000
---- ----
Marketing and Sales...........................$ -- $ (2,935)
Product Development........................... -- (19,656)
General and Administrative.................... -- (164,598)
---------- ----------
Total stock based compensation.......... $ -- $(187,189)
========== ==========
STOCK OPTIONS:
Under the Company's 1999 Stock Award Plan, stock options may be granted to
officers, directors, employees and consultants. An aggregate of 9,000,000 shares
of common stock have been reserved for issuance under the Plan. Typically,
options granted under the plan will vest ratably over 3 years with 1/3 vesting
after 12 months and the remaining vesting in 1/12 increments each 3 months
thereafter. During the quarter ended June 30, 2001, the Company issued 1,471,000
shares with an exercise price of $2. As of June 30, 2001, 7,320,524 options were
outstanding at a weighted average price of $3.78 and 1,751,134 were exercisable
at a weighted average price of $5.51.
The Company uses the intrinsic value method (APB Opinion 25) to account for
its stock options granted to officers, directors, and employees. Under this
method, compensation expense is recorded over the vesting period based on the
difference between the exercise price and quoted market price on the date the
options are granted. Since the company has granted all its stock options at an
exercise price equal to or above the quoted market value on the measurement
date, no compensation expense related to grants of stock options to employees
has been recorded.
Pursuant to FASB Interpretation No. 44, the Company accounts for its
repriced options as a variable plan. Compensation is measured as the difference
between the fair market value and the exercise price of the option at the
reporting period, recognized in the financial statements over the service
period.
15
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
WARRANTS:
The Company has granted warrants to purchase common stock in connection with
debt and services.
During the quarter ended June 30, 2001, the Company agreed to purchase
investor relations services for a 2 year period, that commenced April 4, 2001.
In connection with this agreement, the Company issued warrants for 300,000
shares of the Company's common stock at an exercise price of $2.10. The warrants
have been valued at $473,359 in the financial statements using the Black Scholes
option pricing model with a risk free interest rate of 5.75%, a volatility of
128% with no expected dividend yield and a life of 24 months. The warrants
expire on April 4, 2003.
Warrants outstanding and exercisable as of June 30, 2001 were 3,365,146;
exercise prices ranging from $1.00 to $7.00 per share.
(14) SUBSEQUENT EVENTS
Subsequent to June 30, 2001 the Company:
o On July 13, 2001, the Company entered into a Share Purchase Agreement
with 550 Digital Media Ventures, Inc. (the "Investor"), a subsidiary of
Sony Music Entertainment, Inc., for the purchase of web site and other
assets owned by Indimi, LLC("Indimi"), known as the InfoBeat Business
("InfoBeat") in a business combination accounted for as a purchase. The
purchase price of $9.94 million will exceed the fair value of the net
assets of InfoBeat by an estimated $9.94 million. In connection with
the Share Purchase Agreement, the Company also agreed to redeem a
warrant issued to the Investor for the Company's common stock valued at
$1 million. The Company will test the amount of purchased goodwill and
other intangibles for impairment on annual basis or upon the occurrence
of an adverse event in accordance with SFAS141 Business Combinations
and SFAS142 Goodwill and Other Intangible Assets, which were approved
in July 2001. The results of operations of Indimi will be included with
the results of the Company from July 13, 2001. Assuming the acquisition
had occurred on April 1, 2000, the Company's net sales, net income,
basic, and diluted earnings per share would have been $16,981,465,
$(41,683,912) $(1.94), and $(1.94) for the year ended March 31, 2001.
Simultaneously with the execution of the Share Purchase Agreement with
the Investor, the Company entered into a Stock Purchase Agreement by
which the Investor agreed to invest $5 million in the Company in
exchange for issuance by the Company of shares of Series B Senior
Convertible Preferred Stock, at a purchase price of $2.60 per share.
Further information on this transaction and certain related
transactions are included in the "Recent Transactions" section of
the Company's Form 10-K/A for fiscal year 2001 filed on July 30, 2001.
As part of this transaction, the secured promissory note due the
investor with a current balance of $2,289,764 will be extended until
March 31, 2003. The Company may convert this note to preferred shares
or common stock, subject to certain conditions. (see Note 10 - Notes
Payable.)
o In July 2001, the Company amended its agreement with an employee for
the purchase of Funnygreetings.com. Under the prior agreement, the
Company was obligated to pay $2,000,000. Under the new agreement, the
Company reduced the obligation to $1,200,000 less $86,000 already
received by the seller. The Company will make an additional payment of
$129,814 in connection with Company financing announced on July 13,
2001 with 550 Digital Media Ventures. The remaining balance of $984,146
shall be payable in thirty monthly installments subject to certain
advertising revenues being achieved on the Funnygreeting.com web site.
In the event revenue performance is not achieved in a given month, the
monthly payment is reduced to $20,000.
16
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001 and 2000
o In July 2001, the Company purchased the assets and web site of
expage.com for $240,000 to be paid in installments of $10,000 per month
over a 24 month period. In addition to the purchase, the Company agreed
to pay a portion of net revenue generated from the web site over the
next 24 months. Should the amount of the seller's portion of the net
revenue be less than $110,000 at the end of 24 months, the Company will
pay the seller monthly payments of the greater of 10% of net monthly
revenues or $10,000 until the seller has received $110,000.
o In August 2001, SFX agreed to extend the terms on the $1,020,445 note
due them for an additional twelve months. As a result, the note no
longer in default. (see Note 10 - Notes Payable.)
o On August 13, 2001, Saggi Capital purchased the $450,000 note from
Videogame Partners. The $100,000 note receivable from Saggi Capital
less accrued interest will be offset against the $450,000 balance.
This note is no longer in default. (see Note 10 - Notes Payable and
Note 12 - Commitments and Contingencies.)
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our financial
statements and the accompanying notes that appear elsewhere in this report. The
results for the current quarter reflect the consolidated operations of
eUniverse, Case's Ladder and Gamer's Alliance. Results for the comparable period
in 2000 include those of eUniverse, Case's Ladder (since May 30, 1999), Gamer's
Alliance (since June 30, 1999) and Big Network (since September 1, 1999). Big
Network ceased operations during the quarter ended March 31, 2001. Effective
October 10, 2000 the asset of CD Universe which made up the products business
segment of eUniverse was sold to CLBL, Inc. and the results of that segment are
treated as a discontinued operation in the financial statements. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward-looking statements.
RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 2001 VS. 2000
NET REVENUES
The Company's revenues were derived from the sale of banner, button,
pop-up, text link, opt-in/out and email advertisement products in Company's
newsletters, email campaigns, Flowgo Refer-It and the network. The Company
launched an online dating site called Cupid Junction in June 2001. This
initiative marks the Company's first step in diversifying the revenue base
beyond advertisement. Cupid Junction sells packages of credits to use to contact
desired members.
The duration of the Company's advertising commitments range from one week
to three months and the Company enters in to Cost Per Click (CPC), Cost Per
Impressions (CPM) and Cost Per Acquisition (CPA) agreements with its customers.
We recognize as revenues the amount paid to us upon the delivery and
fulfillment of advertising, provided that the collection of the resulting
receivable is probable.
Three Months Ended June 30,
---------------------------------------
2001 2000 % CHANGE
---- ---- --------
(IN THOUSANDS)
Net revenues ...................... $5,050 $2,771 82%
For the quarter ended June 30, 2001, revenue increased 82% to $5.0 million,
up from $2.8 million reported the same quarter in 2000. The increase was
attributable to revenue derived from certain acquisitions that have occurred in
the past year, from further development of our advertising customer base and
from the introduction of new revenue generating advertising tools.
Revenue also includes barter and non-cash advertising where we exchange
advertising on our network for similarly valued online advertising or other
services, or in exchange for equity ownership in the partner. The barter value
increased by 180% to $325,000, or 6% of total revenue, for the quarter ending
June 30, 2001 from $116,000, or 4% of total revenues for the quarter ended June
30, 2000.
18
We expect that advertising revenues will continue to grow as a result of
our initiatives to develop our network of sites and as well as realizing
economies of scale from recent acquisitions. Additionally, the Company plans to
increase its revenue growing its user base through partnerships and
acquisitions. Further, the Company we begin diversifying its revenue mix by
introducing noon ad based products and services, such as the recently introduced
dating service. Other planned service and product launches include an ink jet
commerce store and a premium subscription service.
OPERATING COSTS
Our operating costs were as follows for the years indicated (dollars in
thousands):
Three Months Ended June 30,
---------------------------
2001 2000 Change
---- ---- ------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $ 204 $ 575 (65%)
Sales and marketing .............. $1,807 $1,703 6%
Product development .............. $1,039 $ 657 58%
General and administrative ....... $1,483 $ 936 58%
Amortization of goodwill and other
intangibles, stock compensation
and other ....................... $ 0 $ 398 NM
------ ----- ---
Total Operating Costs ............. $4,533 $4,269 6%
====== ====== ====
COST OF REVENUES
Cost of revenues consists primarily of fees paid to third parties for media
properties. In the quarter ended June 30, 2001, the Company restructured the
affiliate program to keep only the top-performing web sites and reduced the
number of affiliates from 70 to 14. Accordingly, cost of revenues decreased by
64% to $204,000, or 4% of total revenues, for the quarter ended June 30, 2001,
from $575,000, or 21% of total revenues, for the same period 2000. The Company
has terminated or reduced minimum payment obligations to certain affiliates that
exceeded related revenues. As a result, the Company has not experienced a
significant reduction in related revenues.
SALES AND MARKETING
Sales and marketing costs consist primarily of promotional and advertising
costs, personnel costs, commissions, agency and consulting fees, and allocated
overhead costs such as computer systems and facilities. The Company has a direct
sales force that sells our inventory of advertisements to advertisers and
advertising agencies.
Sales and marketing costs increased by 6% to $1.8 million, or 36% of total
revenues, for the quarter ended June 30, 2001, from $1.7 million, or 61% of
total revenues, for the same period 2000. The increase was primarily due to
increased salaries and related, sales commissions and bad debt expense
substantially offset by a decrease in advertising and promotion costs.
19
Specific changes for the quarter over the same period last year include the
following: increase in salaries and related of $296,000; increase in sales
commissions of $148,000; increase in bad debt expense of $292,000; decrease in
advertising and promotion of $536,000; and decrease in other expenses of
$96,000.
Advertising/Promotion expense for the quarter ended June 30, 2001 was
$460,066 of which $325,000 was barter expense. For the prior year,
advertising/promotion expense was $996,000, which included $116,000 of barter
expense.
Stock-based compensation expenses of approximately $0 and $(3,000) for the
quarters ended June 2001 and 2000, respectively, are excluded from sales and
marketing costs and shown separately in the financial statements.
The Company successfully restructured the incentive compensation related to
certain content creator acquisitions in the fourth quarter 2001 and expects to
see a decrease in commissions. The restructure action is expected to save the
Company over $2 million compared to previously existing contract terms and
expects further decreases after the current contract periods expire beginning in
the fourth quarter 2002.
We plan to expand our direct sales force to support increased revenues and
to focus on larger and longer-term customers.
PRODUCT DEVELOPMENT
Product development expenses consist of payroll and related expenses for
developing and maintaining the Company's web sites and supporting technology.
Product and development costs increased by 58% to $1,039,000, or 21% of
total revenues, for the quarter ended June 30, 2001, from $657,000, or 24% of
total revenues, for the same period in 2000. The $382,000 increase was primarily
a result of growth in salaries and related and hosting costs due to our rapid
expansion in network traffic and website development.
Stock-based compensation expenses of approximately $0 and $(20,000) for the
quarters ended June 2001 and 2000, respectively, are excluded from product
development costs and shown separately in the financial statements.
Specific increases for the year over the same period last year include
payroll and related of $168,000 and facilities and Internet fees of $214,000.
We anticipate that product development costs will continue to increase due
to an increase in compensation expenses for design and development and increased
Internet costs commensurate with our revenue and traffic increases.
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist of payroll and related expenses
for executive, finance and administrative personnel, recruiting, professional
fees and other general corporate expenses.
General and administrative costs increased by 58% to $1,483,000, or 29% of
total revenues, for the quarter ended June 30, 2001, from $936,000, or 34% of
total revenues, for the same period in 2000. The $547,000 increase was due
primarily to growth in the number of administrative personnel, expansion of
facilities and computer systems, and an increase in legal and accounting
services to support the growth of our operations and infrastructure.
20
Specific increases for the quarter over the same period last year include
the following: payroll and related of $198,000, legal and accounting services of
$223,000, and other office, depreciation and facility expense increases of
$126,000. A significant portion of the increase in legal and accounting reflects
one-time expenses related to Infobeat acquisition. We anticipate that general
and administrative costs will increase commensurate with expansion plans.
Stock-based compensation expenses of approximately $0 and $(165,000) for
the quarters ended June 2001 and 2000, respectively, are excluded from general
and administrative costs and shown separately in the financial statements.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS
Three Months Ended June 30,
------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Amortization of goodwill and other intangibles $ 0 $585 NM
The Company adopted FAS141 and FAS142 effective April 1, 2001 and
accordingly, there was no cost associated with amortization of goodwill and
other intangibles for the quarter ending June 30, 2001, as compared to a cost of
$585,000 for the same period in 2000. In accordance with the new accounting
standards the Company will evaluate the purchased goodwill and other intangible
amounts for potential impairment on an at least an annual basis or upon the
occurrence of a material adverse event in accordance with FAS141 and FAS142.
Amortization of goodwill and acquisition-related intangible assets for the
quarter ending June 30, 2000 reflects the stock acquisitions of CD Universe,
Case's Ladder, Gamer's Alliance, Big Network, Pokemon Village, Falcon Ventures
and the asset acquisitions of Funone and Dustcloud.
STOCK-BASED COMPENSATION
Stock-based compensation is comprised of the portion of acquisition related
consideration conditioned on the continued tenure of key employees, which must
be classified as compensation expense under generally accepted accounting
principles. Additional stock-based compensation is recorded for stock price
fluctuations that affect compensation expense for options that were repriced in
December 1999.
Three Months Ended June 30,
----------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Stock-based Compensation $ 0 ($187) NM
There was no cost associated with stock compensation for the quarter ending
June 30, 2001, as compared to a credit of $187,000 for the same period in 2000
due to our stock price trading at less than the weighted average price of
options outstanding for the quarter.
21
Interest and Other Income, Net
Three Months Ended June 30,
------------------------------------
2001 2000 % Change
-------- -------- --------
(IN THOUSANDS)
Interest income $ 0 $ 5 (97%)
Interest and other financing expenses $ (122) $ (15) (713%)
Interest and financing expense increased 713% to $122,000 for the quarter
ending June 30, 2001 from $15,000 the same period in 2000. The expense includes
interest on notes to certain content creators and the New Technology Holdings
(Sony), SFX, and Videogame Partners notes.
INCOME TAXES
Due to operating losses incurred since inception, we did not record a
provision for income taxes in the quarters ending June 30, 2001 and 2000. As of
March 31, 2001, the balance of net deferred tax assets was $15,166,000.
Utilization of the Company's net operating loss carry forwards, which begin to
expire in 2020, may be subject to certain limitations under Section 382 of the
Internal Revenue Code of 1986, as amended. Due to uncertainties regarding
reliability of the deferred tax assets, the Company has provided a valuation
allowance on the deferred tax asset in an amount necessary to reduce the net
deferred tax asset to zero.
NET INCOME
Three Months Ended June 30,
--------------------------------------
2001 2000 % Change
--------- --------- --------
(IN THOUSANDS)
Net Income (Loss) $ 395 $( 1,507) NM
For the quarter ended June 30, 2001, the Company reported net income of
$395,000 compared to a loss of $1.5 million for the same period in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Since April 14, 1999, the Company has satisfied its cash requirements
primarily through private placements of equity securities (including the $6.3
million net proceeds raised in April 1999) and short-term loans and cash flow
from sales of web site banner and button advertisements, personalized email
campaigns, newsletters, rich media including pop-up ads and prior to the
discontinuation of CD Universe, from the sale of music CD's and videos.
Net cash provided/(used) by operating activities was $351,000 and ($3.2)
million for the three months ended June 30, 2001 and 2000, respectively. Net
operating cash flows for the three months ended June 30, 2001 consist of
$395,000 net income; non-cash expenses including an increase in the allowance
for uncollectible accounts of $292,000, amortization of stock and warrants
granted to consultants and affiliates of $169,000 and depreciation of $107,000;
a net increase in payables and other current liabilities of $355,000. These
increases in operating cash flows were partially offset by
22
an increase in receivables and other current assets of $967,000. Net cash used
in operating activities for the prior year were due to quarterly net losses,
increases in current assets, offset by increases in current liabilities and by
non-cash charges for depreciation and amortization.
Net cash used in investing activities was $469,000 and $343,000 for the
three months ended June 30, 2001 and 2000, respectively. In the three month
ended June 30, 2001, $200,000 was used to purchase for the web site Funbug.com;
and the remainder for the purchase of computers and other fixed assets.
Investments for 2000 included $142,000 for fixed asset purchases and $202,000
for other assets and deposits.
Net cash provided by financing activities was $(100,000) and $1.3 million
for the three months ended June 30, 2001 and 2000 respectively. The $1.3 million
resulted from proceeds of short term loans from investors. $100,000 was advanced
to an investor in the current year.
As of March 31, 2001, the Company's principal commitments include
obligations for leases amounting to approximately $283,000, annually. Continued
acquisitions and investments may also require future capital expenditures.
On July 13, 2001 the Company entered into a Stock Purchase Agreement by
which an affiliate of a Sony Music Entertainment Inc. agreed to invest $5
million in the Company in exchange for issuance by the Company of shares of
Series B Senior Convertible Preferred Stock (the 'Series B Preferred'), at a
purchase price of $2.60 per share. Further information on this transaction and
certain related transactions are included in the 'Recent Transactions' section
of the Company Form 10-K/A for fiscal year 2001 filed on July 30, 2001. For the
year ending December 31, 2000, InfoBeat generated $2.7 million in revenue and
incurred a net loss of $16.8 million.
The Company expects that the closing of the funding will occur within 90
days of the date hereof. Following the closing of the funding, the Company
expects that it will have adequate working capital for the next 12 months. The
Company may, however, seek additional working capital through additional equity
and/or debt financings in the upcoming year. There can be no assurance that such
financing can be successfully completed on terms acceptable to the Company.
Also, the closing of this transaction is subject to certain contingencies,
including: (i) in the event that the average closing price of the Company's
common stock for the 15 trading days immediately following the date of the Stock
and Share Purchase Agreements (the 'Average Share Price') is less than or equal
to $2.00, then either party shall have the right to terminate the transactions
contemplated under the Stock Purchase Agreement and related documents; (ii) the
execution of a voting agreement by holders of a majority of the Company's common
stock, within 5 days of the signing of the Stock Purchase Agreement; (iii) the
payment terms of two promissory notes by the Company must be revised; and
(iv) consent to the Stock Purchase Agreement and related documents by holders of
at least 75% of the Company's Series A 6% Convertible Preferred Stock.
23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
eUniverse places its cash and cash equivalents in banks with high quality
standards. Cash investments consist of high quality overnight investments that
bear immaterial exposure to interest rate fluctuations.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company previously disclosed three lawsuits filed in Alameda
County, California (collectively referred to as the "BNI Litigation") involving
the Company, Brad Greenspan, the former shareholders of The Big Network, Inc.
("BNI Shareholders"), Stephen Sellers and John Hanke. The BNI Litigation arises
out of, among other things, the Company's acquisition of BNI, disposition of the
Company shares issued to the BNI Shareholders in connection with the acquisition
("BNI Shares"), and subsequent purported agreements concerning registration and
sale of the BNI Shares. On April 18, 2001, the parties to the BNI Litigation
participated in a voluntary mediation of their disputes administered by JAMS, an
arbitration service, and presided over by a retired California State Judge. The
mediation resulted in the parties executing a term sheet stipulating an
enforceable settlement of the BNI Litigation ("BNI Settlement"). The terms of
the BNI Settlement have been approved by the Company's Board of Directors and
are currently being incorporated into definitive documentation of the
settlement. The BNI Settlement principally concerns disposition of the
approximately 1,800,000 BNI Shares. Pursuant to the terms of the BNI Settlement,
the BNI Shares shall be placed into an escrow from which 37.5% of the shares
shall be released to the BNI Shareholders over a period of fifteen (15) months.
The Company shall have an option to purchase the remaining 62.5% of the shares
("Company Option") for a period of four (4) years contingent upon the Company
making quarterly option payments to the BNI Shareholders to keep the Company
Option alive. The Company Option is exercisable at $1.40 per share during the
first fifteen (15) months of the Company Option, and $1.75 per share thereafter.
The Company is obliged to use 10% of any proceeds received from debt or equity
financing of between 5 and 10 million dollars, and 20% of the proceeds received
from debt or equity financing over 10 million dollars, to exercise the Company
Option. In the event the Company fails to make any option payments when due,
fails to exercise the Company Option when required, or there is a change of
control of the Company, the Option Shares shall be released from escrow to the
BNI Shareholders and shall be freely saleable subject to applicable securities
laws restrictions.
On April 23, 2001, EP Opportunity Fund LLC and EP Opportunity Fund
International, Ltd. (the "EP Funds") filed a Demand for Arbitration against the
Company and Brad Greenspan with the American Arbitration Association in Chicago,
Illinois. The EP Funds have asserted breach of contract, fraud and related
claims, alleging that the Company and Greenspan have breached a fully executed
Series A preferred stock subscription agreement and related agreements by (i)
failing to register the common stock underlying the preferred stock held in the
EP Funds' names and (ii) refusing to issue unrestricted common shares to the EP
Funds pursuant to notices of conversion of preferred stock delivered to the
Company in January, 2001. The EP Funds claim in excess of $250,000.00 in
damages. The Company disputes the EP Funds' claims, believes that they are
without merit and intends to vigorously defend the action. The case is in the
early stages of the arbitration, with no arbitrators yet appointed.
On May 1, 2001, Krausz Puente LLC, a California limited liability
company, served a Fourth Amended Complaint in the case of Krausz Puente LLC v.
slam.site, Inc., et al., pending in the California Superior Court for the County
of Los Angeles ("Krausz Litigation"), upon Case's Ladder, Inc., a California
corporation and a subsidiary of the Company. Case's Ladder was previously named
in this case as "Doe 1." The Krausz Litigation primarily concerns breach of a
lease obligation by third-party companies ("Lessees") owned by certain former
shareholders of Case's Ladder. The plaintiff has added Case's Ladder as a
defendant in the Krausz Litigation because it contends that certain assets
transferred into Case's Ladder at the time of its incorporation (prior to
eUniverse's acquisition of Case's Ladder) were fraudulently transferred from
Lessees in an effort to shield the assets from creditors, including the
plaintiff. Case's Ladder believes these allegations to be without merit and will
defend the suit vigorously.
24
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On April 4, 2001, the Company issued warrants for 300,000 shares of the
Company's common stock at an exercise price of $2.10 in consideration for
investor relations services to be performed by ZA Associates.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this report:
Exhibit
Number Exhibit Title/Description
- ------ --------------------------
3.01 -- Articles of Incorporation of eUniverse.(1)
3.02 -- Amendment to Articles of Incorporation of eUniverse regarding change of
name.(1)
3.03 -- Certificate of Amendment of Articles of Incorporation regarding issuance of
Preferred Stock.(1)
3.04 -- Bylaws of eUniverse.(1)
3.05 -- Amendment to Bylaws.(1)
3.06 -- Designation of Preferred Stock of Motorcycle Centers of America, Inc. dated
April 7, 1999, as filed with the Secretary of the State of Nevada, which defines
the rights and preferences of the Preferred Stock of eUniverse.(1)
3.06.01 First Amendment to Designation of Stock of eUniverse, Inc. f/k/a Motorcycle
Centers of America, Inc. and First Amended and Restated Certificate of
Designation of Series A 6% Convertible Preferred Stock of eUniverse, Inc., dated
as of February 2, 2000.(6)
10.01 -- Stock Purchase Agreement by and between Palisades Capital, Inc. and Charles
Beilman, dated as of October 1, 1998 (the "Stock Purchase Agreement").(1)
10.02 -- Amendment to Stock Purchase Agreement, dated December 29, 1998.(1)
10.03 -- Amendment No. 2 to Stock Purchase Agreement, dated February 11, 1999.(1)
10.04 -- Amendment No. 3 to Stock Purchase Agreement, dated as of March , 1999.(1)
10.05 -- Amendment Number 4 to Stock Purchase Agreement, dated as of June 9, 1999.(1)
10.06 -- Agreement and Plan of Reorganization by and among Motorcycle Centers of America,
Inc., Entertainment Universe, Inc. and the principal officers of Entertainment
Universe, Inc., dated April 9, 1999.(1)
10.07 -- Entertainment Universe, Inc. Regulation D Subscription Agreement, dated as of
April , 1999.(1)
10.08 -- Entertainment Universe, Inc. Registration Rights Agreement, dated as of April
1999.(1)
10.09 -- Assignment and Assumption Agreement by and between Entertainment Universe, Inc.
and Motorcycle Centers of America, Inc., dated as of April 14, 1999.(1)
10.10 -- Stock Purchase Agreement by and among Motorcycle Centers of America, Inc. and
the shareholders of Case's Ladder, Inc., dated as of April 21, 1999.(1)
10.13 -- Letter agreement between Entertainment Universe, Inc. and E.P. Opportunity Fund,
L.L.C. regarding appointment of a director of Entertainment Universe, Inc.,
dated April 6, 1999.(1)
10.15 -- Agreement and Plan of Reorganization by and among eUniverse, Inc., Gamer's
Alliance, Inc., and Larry N. Pevnick and Robin T. Pevnick, Ten Ent., and Stan
Goldenberg and Andrea R. Goldenberg, Ten Ent., dated as of the 1st day of July,
1999.(6)
10.15.1 - Second Amendment to Agreement and Plan of Reorganization by and among eUniverse,
Inc., Gamer's Alliance, Inc., and Larry N. Pevnick and Robin T. Pevnick, Ten
Ent., and Stan Goldenberg and Andrea R. Goldenberg, Ten Ent., dated as of the
12th day of November, 1999.(1)
10.16 -- Agreement and Plan of Reorganization by and among eUniverse, Inc., The Big
Network, Inc., Stephen D. Sellers, John V. Hanke and Michael Sellers, dated July
30, 1999 (effective as of August 31, 1999).(6)
10.17 -- Letter Agreement by and among Brad D. Greenspan, Charles Beilman, Stephen D.
Sellers and John V. Hanke regarding appointment of a director of eUniverse,
Inc., dated as of August 31, 1999.(6)
10.19 -- Employment Agreement by and between eUniverse, Inc. and Stephen D. Sellers,
dated as of August 31, 1999.(6)
10.21 -- eUniverse, Inc. Registration Rights Agreement dated July 30, 1999.(6)
10.23 -- Engagement Letter by and among Gerard Klauer Mattison & Co., Inc. by
Entertainment Universe, Inc. and Brad Greenspan, dated February 24, 1999.(6)
10.24 -- Indemnification Agreement by Entertainment Universe, Inc. and Brad Greenspan in
favor of Gerard Klauer Mattison & Co., Inc., dated February 24, 1999.(6)
10.25 -- eUniverse, Inc. 1999 Stock Awards Plan.(6)
10.27 -- Employment Agreement by and between eUniverse, Inc. and Martin Hamilton, dated
as of October 25, 1999. Mr. Martin terminated his employment on March 2, 2000 to
pursue other business opportunities.(1)
10.28 -- Web Advertising Agreement by and between eUniverse, Inc. and Mpath Interactive,
Inc., dated as of August 13, 1999 and terminated as of February 1, 2000.
Portions of Exhibit 10.28 have been omitted pursuant to a request for
confidential treatment, which was granted by the SEC.(2)
10.29 -- eUniverse, Inc. Common Stock Purchase Warrant to Gerard Klauer Mattison & Co.,
Inc., dated April 14, 1999.(1)
25
10.30 -- Asset Purchase Agreement by and between eUniverse, Inc. and Scott Smith d/b/a
Pokemonvillage.com and Quake City Gaming Network, dated as of February 1,
2000.(3)
10.31 -- Letter agreement by and among eUniverse, Inc. Take-Two Interactive Software,
Inc. and Falcon Ventures Corporation, dated as of February 2, 2000.(3)
10.32 -- Employment Agreement by and between eUniverse, Inc. and William R. Wagner dated
as of April 5, 1999.(3)
10.33 -- Letter Agreement by and between eUniverse, Inc. and Christian Walter d/b/a
Justsaywow.com dated February 20, 2000.(4)
10.34 -- Lease by and between Hamms Building Associates and Falcon Ventures Corp., dated
as of July 27, 1999.(5)
10.35 -- eUniverse, Inc. Common Stock Purchase Warrant to Michael Zaroff, dated December
10, 1999.(5)
10.36 -- eUniverse, Inc. Common Stock Purchase Warrant to Bob Agriogianis, dated December
10, 1999.(5)
10.37 -- eUniverse, Inc. Common Stock Purchase Warrant to Mark Bergman, dated January 15,
2000.(5)
10.38 -- eUniverse, Inc. Common Stock Purchase Warrant to Mark Bergman, dated February
15, 2000.(5)
10.39 -- Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated
as of January 26, 2000.(5)
10.39.01 First Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of March 31, 2000.(5)
10.39.02 Second Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of May 31, 2000.(6)
10.39.03 Third Amendment to Stock Option Agreement by and between eUniverse, Inc.,
Charles Beilman and Martin, Gasparrini & Chioffi, LLP, dated as of June 16,
2000.(6)
10.39.04 Fourth Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of July 31, 2000.(8)
10.39.05 Fifth Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of October 10, 2000.(9)
10.39.06 Sixth Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of October 30, 2000.(10)
10.39.07 Seventh Amendment to Stock Option Agreement by and between eUniverse, Inc. and
Charles Beilman, dated as of February 2, 2001.(12)
10.40 -- Letter agreement between eUniverse, Inc. and former shareholders of The Big
Network, Inc. which provides eUniverse, Inc. with the right to purchase a
minimum of 500,000 shares of eUniverse, Inc. common stock from former
shareholders of The Big Network, Inc. (the "Big Network Buyout Agreement"), the
closing of which shall occur on or before April 24, 2000.(5)
10.40.01 First Amendment providing for extension of closing date of the Big Network
Buyout Agreement to May 5, 2000.(7)
10.40.02 Second Amendment providing for extension of closing date of the Big Network
Buyout Agreement to May 19, 2000.(7)
10.40.03 Third Amendment providing for extension of closing date of the Big Network
Buyout Agreement to May 19, 2000.(7)
10.41 -- eUniverse, Inc. Common Stock Purchase Warrant to Salomon Grey Financial
Corporation, dated March 14, 2000 (terminated).(5)
10.42 -- eUniverse, Inc. Common Stock Purchase Warrant to Salomon Grey Financial
Corporation, dated March 14, 2000 (terminated). (5)
10.43 -- Agreement by and between eUniverse, Inc. and Take-Two Interactive Software,
Inc., dated as of March 16, 2000, providing for account marketing services.(5)
10.44 -- Agreement by and between eUniverse, Inc. and Take-Two Interactive Software,
Inc., dated as of March 16, 2000, providing for programming services.(5)
10.45 -- Letter agreement by and among eUniverse, Inc. and Erik MacKinnon and Dan Barnes
d/b/a Dustcloud Media, dated March 29, 2000.(6)
10.46 -- Form of Warrant issued to certain eUniverse preferred shareholders on February
2, 2000.(7)
10.47 -- Asset Purchase Agreement by and between CD Universe, Inc. and CLBL, Inc., dated
as of October 3, 2000.(9)
10.48 -- Letter agreement by and among eUniverse, Inc., Take-Two Interactive Software,
Inc. and Charles Beilman, dated October 30, 2000.(10)
10.48.01 First Amendment to letter agreement by and among eUniverse, Inc., Take-Two
Interactive Software, Inc. and Charles Beilman, dated November 6, 2000.(10)
10.49 -- Side letter agreement by and among eUniverse, Inc., Take-Two Interactive
Software, Inc. and Brad D. Greenspan (with respect to Sections 2 and 4 only),
dated October 30, 2000.(10)
10.49.01 First Amendment to Side Letter Agreement by and among eUniverse, Inc., Take-Two
Interactive Software, Inc. and Brad D. Greenspan, dated November 6, 2000.(10)
26
10.50 -- Employment Agreement by and between eUniverse, Inc. and Will Griffin, dated as
of September 1, 2000.(11)
10.51 -- eUniverse, Inc. Common Stock Purchase Warrant to VideoGame Partners, LLP, dated
September 8, 2000.(12)
10.52 -- Stock Purchase Agreement by and between eUniverse, Inc. and 550
Digital Media Ventures, Inc., dated as of July 13, 2001.(13)
10.53 -- Share Purchase Agreement by and among eUniverse, Inc., Indimi, L.L.C., Indimi, Inc.,
550 Digital Media Ventures, Inc. and Sony Music Entertainment, Inc., dated as of
July 13, 2000.(13)
21.01 -- Subsidiaries of eUniverse, Inc.(5)
- ---------
(1) Incorporated by reference to eUniverse's Form 10 filed on June 15, 1999
(Registration File No. 0-26355).
(2) Incorporated by reference to eUniverse's Form 10-Q filed on November 15,
1999.
(3) Incorporated by reference to eUniverse's Form 10-Q filed on February 14,
2000.
(4) Incorporated by reference to eUniverse's Form 8-K filed on March 13, 2000.
(5) Incorporated by reference to eUniverse's Form S-1 filed on March 23, 2000
(Registration File No. 333-33084).
(6) Incorporated by reference to eUniverse's Form 8-K filed on June 28, 2000.
(7) Incorporated by reference to eUniverse's Form 10-K filed on July 14, 2000.
(8) Incorporated by reference to eUniverse's Form 10-Q filed on August 14,
2000.
(9) Incorporated by reference to eUniverse's Form 8-K filed on October 24,
2000.
(10) Incorporated by reference to eUniverse's Form 10-Q filed on November 14,
2000.
(11) Incorporated by reference to eUniverse's Form S-3 filed on December 8,
2000.
(12) Incorporated by reference to eUniverse's Form 10-Q filed on February 14,
2001.
(13) Incorporated by reference to eUniverse's Form 10-K filed on July 16, 2001.
27
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
eUNIVERSE, INC.
Registrant
Dated: August 14, 2001 By /s/ JOSEPH L. VARRAVETO
---------------------------------------
Joseph L. Varraveto
Chief Financial Officer
(Principal Financial Officer)
and Registrant's Authorized Officer
28