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 September 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 September 30, 2001, there were 19,675,961 shares of eUniverse, Inc.
common stock outstanding.
eUNIVERSE, INC.
FORM 10-Q
FOR THE QUARTER ENDED September 30, 2001
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited).........................................3
Consolidated Balance Sheets, September 30, 2001 and March 31, 2001......... 3
Consolidated Statements of Operations, for the three and six
months ended September 30, 2001 and 2000....................................4
Statements of Cash Flows, for the six months ended
September 30, 2001 and 2000 ................................................5
Notes to Financial Statements ..............................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION .....................................17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.............................................................26
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ......................................................26
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ..............................26
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................................29
2
eUNIVERSE, INC.
Consolidated Balance Sheets
September 30, March 31,
2001 2001
------------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................................. $ 1,729,699 $ 218,841
Accounts receivable, net of allowances for
doubtful accounts of 312,789 and $123,000, respectively................ 4,271,106 2,676,675
Inventory................................................................. 18,952 -
Notes Receivable........................ - -
Prepaid expenses ......................................................... 652,827 491,553
Deferred charges and other current assets ................................ 560,577 440,061
------------ ------------
Total Current Assets 7,233,161 3,827,130
FURNITURE AND EQUIPMENT, less accumulated depreciation
of $374,958 and $264,383, respectively .................................... 918,278 902,004
GOODWILL, net of amortization of $7,404,624
and $7,404,624 respectively ............................................... 4,234,543 4,739,981
OTHER INTANGIBLES, net of amortization of $259,031 and $160,559
respectively................................................................ 2,451,227 1,479,699
Deferred charges ............................................................... 497,678 787,505
Deposits and other assets....................................................... 367,837 142,812
------------ ------------
TOTAL ASSETS $ 15,702,724 $ 11,879,131
============ ============
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable........................................................... $ 1,829,113 $ 2,870,997
Accrued expenses........................................................... 3,480,897 2,592,745
Deferred Revenue........................................................... 124,488 232,240
Notes payable.............................................................. 6,260,209 3,760,209
Current maturities of notes payable, affiliates ........................... 393,672 940,000
Short-term portion of lease obligations ................................... - -
------------ ------------
Total Current Liabilities 12,088,379 10,396,191
------------ ------------
LONG-TERM DEBT.................................................................. 976,190 976,190
LONG-TERM DEBT AFFILIATES, LESS CURRENT MATURITIES.............................. 1,714,303 2,065,239
Total Liabilities 14,778,872 13,437,620
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.10 par value; 40,000,000 shares
authorized; 1,105,821 and 1,454,572 shares
issued and outstanding, respectively................................... 110,582 145,457
Common stock, $.001 par value; 250,000,000 shares authorized;
19,675,961 and 18,817,502 issued and outstanding, respectively......... 19,676 18,815
Treasury stock............................................................. (42,000) -
Additional paid-in capital................................................. 51,835,109 50,523,446
Deferred stock compensation cost........................................... (139,234) (139,234)
Retained deficit........................................................... (50,860,281) (52,106,973)
------------ ------------
Total Shareholders' (Deficit)/Equity 923,852 (1,558,489)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY $ 15,702,724 $ 11,879,131
============ ============
The accompanying notes are an integral part of these financial statements.
3
eUNIVERSE, INC.
Cosolidated Statements of Operations
Three Months Ended Six Months Ended
September 30, September 30,
------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ------------ ------------
REVENUE $ 6,702,503 $ 4,093,098 $ 11,752,116 $ 6,863,934
COST OF GOODS SOLD 887,022 637,582 1,091,216 1,212,082
GROSS PROFIT 5,815,481 3,455,516 10,660,900 5,651,852
OPERATING EXPENSES:
Marketing and sales (excludes stock-based
compensation of $0, $100,000, $0 and $97,065,
respectively)................................................ 1,212,312 3,140,148 3,018,913 4,843,229
Product development (excludes stock-based
compensation of $0, $0, $0 and ($19,656),
respectively)................................................ 1,775,050 1,098,485 2,814,305 1,755,085
General and administrative (excludes stock-based
compensation of $0, $0, $0 and ($164,598), respectively)..... 1,686,011 1,374,398 3,166,491 2,310,731
Amortization of goodwill
and other intangibles......................................... 48,489 557,924 48,489 1,143,113
Stock-based compensation....................................... - 100,000 - (87,189)
---------- ------------ ------------ ------------
TOTAL OPERATING EXPENSES........................................... 4,721,862 6,270,955 9,048,198 9,964,969
---------- ------------ ------------ ------------
OPERATING LOSS 1,093,619 (2,815,439) 1,612,702 (4,313,117)
NONOPERATING INCOME (EXPENSE)
Interest income................................................ - 6,290 148 11,593
Interest and other financing expense........................... (170,453) (2,867,152) (294,777) (2,881,942)
---------- ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 923,166 (5,676,301) 1,318,073 (7,183,466)
INCOME TAXES ...................................................... - - - -
---------- ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS $ 923,166 $ (5,676,301) $ 1,318,073 $ (7,183,466)
========== ============ ============ ============
DISCONTINUED OPERATIONS:
Loss from operations discontinued segment
(net of applicable income taxes of $0)........................ (71,400) (11,503,739) (71,400) (13,606,150)
---------- ------------ ------------ ------------
NET LOSS $ 851,766 $(17,180,040) $ 1,246,673 $(20,789,616)
========== ============ ============ ============
Continuing operations loss per common share ....................... $ 0.05 $ (0.32) $ 0.07 $ (0.40)
Discontinued operations loss per common share...................... $ (0.00) $ (0.64) $ (0.00) $ (0.76)
---------- ------------ ------------ ------------
Basic loss per common share........................................ $ 0.04 $ (0.96) $ 0.07 $ (1.17)
---------- ------------ ------------ ------------
Diluted earnings / (loss) per common share......................... $ 0.04 na $ 0.06 na
---------- ------------ ------------ ------------
Basic weighted average common
shares outstanding................................................ 19,274,336 17,933,414 19,104,236 17,839,498
---------- ------------ ------------ ------------
Shares outstanding for diluted earnings per share.................. 21,870,203 na 21,592,844 na
---------- ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
4
eUNIVERSE, INC.
Statements of Cash flows
Six Months Ended September 30,
2001 2000
----------- -------------
OPERATING ACTIVITIES
Net income (loss)................................................... $ 1,246,673 $ (20,789,616)
Transactions not requiring cash:
Depreciation..................................................... 110,574 152,852
Amortization..................................................... 98,472 1,752,413
Impairment of goodwill........................................... - -
Loss on disposal of assets....................................... - -
Loss from discontinued operations................................ - 9,814,489
Bad Debts........................................................ 189,789 235,000
Amortization of variable stock
option issued to employees .................................. - (207,011)
Stock and warrants granted to
outside consultants and affiliates .......................... 343,449 227,338
Non-cash financing related costs................................. 69,464 2,825,120
Loss allocated to minority interest.............................. - -
Changes in current assets........................................... (2,038,592) (1,069,851)
Changes in current liabilities...................................... 448,339 2,537,191
Others.............................................................. 97,364
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 565,532 (4,522,075)
----------- -----------
INVESTING ACTIVITIES
Changes in other assets............................................. - (717,447)
Purchases of fixed assets........................................... (126,848) (163,650)
Purchases of intangible assets...................................... (564,562)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (691,410) (881,097)
----------- -----------
FINANCING ACTIVITIES
Proceeds from issuance of warrants................................. - -
Proceeds from short term notes..................................... 2,500,000 4,126,115
Repayment of short term notes...................................... (546,328) -
Proceeds from long term notes...................................... 120,000 -
Repayment of long term notes....................................... (470,936)
Receipt of advances to officer..................................... 34,000 -
Advances to Employees.............................................. - -
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,636,736 4,126,115
----------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS.................................... 1,510,858 (1,277,057)
Cash and cash equivalents,
beginning of period................................................... 218,841 2,323,087
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD................................................... $ 1,729,699 $ 1,046,030
=========== ===========
CASH PAID DURING THE YEAR FOR:
Interest Expense................................................... $ 85,828 $ 38,185
=========== ===========
Income taxes....................................................... $ - $ -
=========== ===========
Six Months Ended September 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 -
Acquisition of Spreadingjoy.com........................................................ 75,000
Stock issued to employees, 7,992 and 16,653 shares respectively............................. 25,000 124,139
Performed and to be performed............................................................. - 45,531
Stock options issued in connection with Affiliate -
Warrants issued in connection with services -
Performed and to be performed(1).......................................................... 473,359 -
Warrants issued to preferred shareholders................................................... 69,464 4,168
Amortization of variable stock options issued to employees.................................. - (207,011)
Shares cancelled in payment of amounts due from employees................................... (42,000)
Shares issued to Isosceles(2)............................................................... 212,500 -
Stock options issued in connection with Affiliate 122,209
Warrants issued in connection with services performed 78,011
Warrants issued in connection with financing activities (see Notes Payable section) 5,482,950
(1) The Company agreed to a two year investor relations services agreement
that commenced on April 4, 2001. As consideration forthese services, the
Company issued warrants for 300,000 shares of the Compnay'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%, avolatilityof 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.
The accompanying notes are an integral part of these financial statements.
5
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
Note 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, operating a
transaction based on-line dating service, and selling of various products
and services over the Internet. 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.
Note 2: Accounting Policies
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements have been
prepared by the Company, in accordance with United States generally accepted
accounting principles pursuant to Regulation S-K of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these interim
financial statements should be read in conjunction with the Company's financial
statements and related notes as contained in its Form 10-K for the fiscal year
ended March 31, 2001. In the opinion of management, the interim financial
statements reflect all adjustments, including normal recurring adjustments,
necessary for fair presentation of the interim periods presented. The results of
operations for the six months ended September 30, 2001 are not necessarily
indicative of results of operations to be expected for the full year.
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.
The Company also earns revenue from services and electronic commerce
transactions. Service revenues include fees from the sale of non-refundable
memberships and sponsorships that are recognized ratably as earned. Service
revenues also include fees from the sale of non-refundable dating credits, which
are recognized at the time of purchase. These credits are utilized in the
Company's dating service. For electronic commerce transactions, the Company
recognizes revenue upon shipment of its products. Revenue includes shipping and
handling charges. Fulfillment for these products is outsourced to an independent
third party.
6
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
Revenues from 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 six months ended September 30, 2001 and 2000, the Company recorded
$325,000 and $124,612 as bartered advertising revenue, respectively.
With respect to the discontinued CD, VHS and DVD sales operation, 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.
INVENTORY
Inventory is composed of products held by an unrelated third party who
operates the Company's order fulfillment. Inventory is purchased and title is
transferred to the Company automatically as we accept orders from customers.
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.
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 six
months ended September 30, 2001 and 2000, advertising expense from continuing
operations amounted to $816,168 and $1,203,213, respectively. The Company had no
direct-response advertising during the periods presented.
7
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
Note 3: Fixed Assets
Fixed assets, at cost, consist of the following:
September 30, 2001 March 31, 2001
------------------- -------------
Furniture and fixtures ........................... $ 25,575 $ 25,575
Computers and equipment .......................... 1,022,288 898,519
Purchased software ............................... 245,373 242,293
Leasehold improvements ........................... -- --
----------- -----------
1,293,236 1,166,387
Less accumulated depreciation and amortization ... (374,958) (264,383)
----------- -----------
Fixed assets, Net................................. $ 918,278 $ 902,004
=========== ===========
Accumulated amortization of purchased software as of September 30, 2001
and March 31, 2001 is $86,106 and $61,028, respectively. Depreciation expense
for the reporting periods was as follows:
Six Months Ended
September 30,
2001 2000
------ -------
Depreciation expense.......................... $160,574 $79,976
Note 4: Prepaids 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.
September 30, 2001 March 31, 2001
------------------- -------------
Co-marketing agreement shares .................. $ 505,881 695,500
Cost of options for financing services ......... -- --
Prepaid marketing expenses ..................... 145,450 26,900
Prepaid investment banking expenses ............ 46,666 46,666
Prepaid investor relations expenses ............ 17,742 22,579
Prepaid insurance, advances & other ............ 179,221 62,942
--------- ---------
$ 897,960 $ 854,689
Less: Non-current portion
Co-marketing agreement shares .................. (225,402) (326,500)
Prepaid investment banking expenses ............ (11,667) (23,333)
Prepaid investor relations expenses ............ (8,065) (13,301)
--------- ---------
Total .......................................... $ 652,827 $ 491,553
========= =========
8
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
Note 5 - Deferred Charges
Deferred charges consist of the short-term portion of the un-amortized
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 13 - Warrants).
September 30, 2001 March 31, 2001
------------------ --------------
Options:
Advertising network affiliates ............... $ 12,156 $ 22,708
Warrants:
Granted for .................................. 1,080,098 $ 841,724
Preferred shareholders ....................... -- --
----------- -----------
$1,092,254 864,432
Less: non-current portion
Warrants granted for ......................... $ (531,677) $(422,684)
Options granted to advertising network ....... -- (1,687)
----------- -----------
(531,677) (424,371)
----------- -----------
Total ........................................ $ 560,576 $ 440,061
=========== ===========
Note 6: Notes Payable
Current notes payable consist of the following:
September 30, 2001 March 31, 2001
------------------ --------------
Notes payable
New Technology Holdings .................. $2,289,764 $2,289,764
Sony Advance ............................. 2,500,000 --
SFX Entertainment, Inc. .................. 1,020,445 1,020,445
Saggi Capital ............................ 450,000 450,000
---------- ----------
$6,260,209 $3,760,209
========== ==========
1) Sony advanced the Company $2.5 million against the issuance of Series B
Convertible Preferred Stock (see Note 14 - Subsequent Events).
2) On August 13, 2001, Saggi Capital purchased the $450,000 note from Videogame
Partners. This note is no longer in default.
9
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
LONG TERM DEBT, AFFILIATES
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 made an additional payment of $129,814 in connection with Company
financing which closed as of October 23, 2001 with 550 Digital Media Ventures
(see Note 14 - Subsequent Events). 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. The total current portion of this debt is $393,672
Note 7: 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:
September 30,
2001 2000
------ ------
Convertible preferred stock..........
Warrants............................. 2,463,895 2,752,469
Options ............................. 5,184,902 6,723,947
---------- ----------
Total ............................... 7,648,797 9,476,416
========== ==========
Note 8: Discontinued Operations
In September 2000, the Company decided to discontinue its CD and DVD
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 six months ended September 30, 2001, and 2000 were $71,400
and $13,606,150, 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
10
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
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.
Note 9: Major Customers
In the six months ended September 30, 2001, approximately 44% of the
Company's revenues resulted from five customers ranging from 5% to 12% of
revenues. In the six months ended September 30, 2000, approximately 60% of
revenues resulted from the top five customers.
Note 10: Business Combinations
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.
As of 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, L.L.C. ("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 $9.6 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, 2001, the Company's net sales, net income, basic, and diluted earnings per
share would have been $5,223,221, $(6,248,209) $(0.28), and $(0.28) 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 Convertible Preferred Stock, at a
purchase price of $2.60 per share. 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. Further information on
this transaction and certain related transactions is included in the "Recent
Transactions" section of the Company's Form 10-K/A for fiscal year 2001 filed
with the SEC on July 30, 2001. (See the Company's Form 8-K filed with the SEC on
November 7, 2001 for details of the closing of this transaction which occurred
as of October 23, 2001.)
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
11
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
adopted SFAS141 and 142. (see Note 2 - Accounting Policies, Intangible Assets).
The Company will no longer amortize goodwill or intangibles with indefinite
lives. The operations of the acquired entities have been included in the
statements of operations from the dates of acquisition. Had the acquisition
occurred at the beginning of the period, there would have been no change to
revenue, net income or earnings per share for the period.
Note 11: Amortization And Impairment Of Intangible Assets
The net carrying value of goodwill and other intangibles recorded
through acquisitions is $6,219,680 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 September 30, 2001.
The following are the goodwill and other intangible assets that will no
longer be amortized:
September 30, March 31,
2001 2001
------ ------
Intangible Assets.................... $1,479,699 $1,479,699
Goodwill............................. 4,234,543 4,739,981
The following is the pro forma effect had the six months ended
September 30, 2000 been subject to SFAS 141 and 142:
Six Months Ended
September 30,
2001 2000
------ ------
Reported Net Income/(Loss) .............. $1,246,673 $(20,789,616)
Amortization ............................ -- 1,143,113
------------ ----------------
Adjusted (Pro Forma) Net Income/(Loss)... $1,246,673 $(19,646,503)
========= =========
Reported Net Income/(Loss) per Share $ .07 $(1.17)
Amortization per Share................... .06
--------- ---------
Adjusted Net Income/(Loss) per Share..... $ .07 $(1.10)
========= =========
Note: Net Income/(Loss) amounts presented here are prior to any extraordinary
items and after discontinued operations.
12
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
Note 12: Commitments And Contingencies
(a) 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:
Six Months Ended
September 30,
-------------------------
2001 2000
------ ------
Rent expense.......................... $228,103 $143,704
(b) 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 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
13
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
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.
(c) As previously disclosed, on April 23, 2001, EP Opportunity Fund
LLC and EP Opportunity Fund International, Ltd. (the "EP Funds") filed a Demand
for Arbitration against Entertainment Universe, Inc. ("EUI"), a wholly owned
subsidiary of the Company, and Brad Greenspan, Chairman and CEO of the Company,
with the American Arbitration Association in Chicago, Illinois ("AAA
Arbitration"). The EP Funds asserted breach of contract, fraud and related
claims, alleging that the Company and Greenspan 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. The EP Funds claim in excess of $250,000.00 in damages. The EP Funds'
preferred stock has since been converted into common shares. The AAA Arbitration
panel of arbitrators has been installed, but the case is still in the early
stages of the proceeding with no preliminary hearing yet scheduled. The Company
does not believe that either EUI or the Company are proper parties to the AAA
Arbitration; the EP Funds erroneously named EUI as the Respondent in the AAA
Arbitration, and the EP Funds are subject to a different dispute resolution
process in connection with their investment in the Company. Moreover, the
Company disputes the EP Funds' alleged claims, believes that they are without
merit and intends to vigorously defend the action if and when it is brought in
the proper forum.
(d) As previously disclosed, 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. Trial in the Krausz Litigation is currently
set for December 14, 2001. Case's Ladder is currently negotiating settlement of
all claims against it. The Company does not believe that any settlement will
have a material adverse effect on the business, financial condition or results
of operations of the Company.
(e) On July 6, 2001, Adolph Komorsky Investments, Inc. ("AKI"), an
Illinois corporation with its principal place of business in Tarrytown, New
York, filed a complaint against the Company in the Supreme Court of the State of
New York, County of Westchester. AKI alleges that the Company breached a
consulting agreement with AKI by failing and refusing to pay AKI $10,000.00 in
cash and a warrant to purchase 100,000 shares of the Company's common stock. The
Company has filed an answer to AKI's complaint denying AKI's allegations and
asserting
14
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
defenses to the claims including the failure of AKI to perform its obligations
under the consulting agreement. The Company disputes AKI's alleged claims,
believes that they are without merit and intends to vigorously defend the
action.
Note 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 options of $207,011
has been recorded in the March 31, 2000 financial statements. During the quarter
ended June 30, 2000, 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.
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.
Six Months Ended
September 30,
------------------------------
2001 2000
---- ----
Marketing and Sales........................... $ -- $ 97,065
Product Development........................... -- (19,656)
General and Administrative.................... -- (164,598)
----- ----------
Total stock based compensation................ $ -- $ (87,189)
===== ==========
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 September 30, 2001, the Company
granted no options. As of September 30, 2001, 7,152,035 options were outstanding
at a weighted average price of $3.27 and 1,965,332 were exercisable at a
weighted average price of $4.43. 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.
15
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
Pursuant to FASB Interpretation No. 44, the Company accounts for its re-priced
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.
WARRANTS:
The Company has granted warrants to purchase common stock in connection
with debt and services.
During the quarter ended September 30, 2001, the Company transferred
warrants for 500,000 shares of the Company's common stock held by Videogame
Partners at an exercise price of $1.00 to Saggi Capital, Bridge Ventures and
affiliated persons. These warrants were previously disclosed in error as
expiring in September 2001. The warrants expire on September 8, 2003. The
effect on the Company's financial statements for the prior and current periods
is not deemed material.
Warrants outstanding and exercisable as of September 30, 2001 were
3,400,146; with exercise prices ranging from $1.00 to $7.00 per share.
Note 14: Subsequent Events
Subsequent to September 30, 2001 the Company:
o Purchased the assets of Hobbyrat.com in October, 2001. The Company
agreed to pay a portion of net revenue generated from the assets
starting 30 days after the closing date, and ending 12 months
thereafter. Should the amount of the seller's portion of the net
revenue be less than $50,000 at the end of 12 months, the seller
has the right to repurchase the assets at a bargain price unless
the Company pays to the seller the difference between $50,000 and
the revenue collected by the seller.
o Purchased the assets of FitnessHeaven.com in October, 2001. The
Company agreed to pay a portion of net revenue generated from the
assets starting 30 days after the closing date, and ending 21
months thereafter. The total payments shall not exceed $1.3
million, and should the amount of the seller's portion of the net
revenue be less than $110,000 at the end of 21 months, the seller
has the right to repurchase the assets at a bargain price unless
the Company pays to the seller the difference between $110,000 and
the revenue collected by the seller.
o Completed the acquisition of Indimi, LLC and Infobeat and the
associated preferred stock issuance for $5 million on October 23,
2001. Please see the Company's Form 8-K filed with the SEC on
November 7, 2001 for specific details of the transaction.
16
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.
As previously disclosed, effective October 10, 2000 the assets of CD Universe
were 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 AND SIX MONTHS ENDED SEPTEMBER 30, 2001 VS. 2000
NET REVENUES
Three Months Ended September 30,
--------------------------------
2001 2000 % CHANGE
---- ---- --------
(IN THOUSANDS)
Revenues:
Media/advertising $5,061 $4,093 24%
Products and services $1,642 $0 NA
Total Revenues $6,703 $4,093 64%
Six Months Ended September 30,
----------------------------------
2001 2000 % CHANGE
---- ---- --------
(IN THOUSANDS)
Revenues:
Media/advertising $10,110 $6,864 47%
Products and services $ 1,642 $0 NA
Total Revenues $11,752 $6,864 71%
Media/advertising
Media/advertising includes revenues generated by 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.
17
The duration of the Company's advertising commitments generally range
from one week to three months and the Company enters into Cost Per Click (CPC),
Cost Per Impressions (CPM) and Cost Per Acquisition (CPA) agreements with the
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.
Media/Advertising revenue increased by 24% to $5.1 million, or 75% of
total revenues, in the second quarter, from $4.1 million, or 100% of total
revenues, for the same period in 2000 and increased by 47% to $10.1 million, or
86% of total revenues, in the first half, from $6.9 million, or 100% of total
revenues, for the same period in 2000. The increases were attributable to
revenue derived from certain acquisitions that have occurred in the past year,
from further expansion of our advertising customer base and from the
introduction of new revenue generating advertising tools.
For the six months ended September 30, the top 5 customers made up 44%
of media/advertising revenue, down from 60% the prior year.
Products and Services
Newly introduced non-ad based business segment Products and Services
include revenues generated by the newly launched online dating site Cupid
Junction (June 2001) and sales of various e-commerce products and services
fulfilled through unaffiliated suppliers (July 2001). These initiatives have
enabled the Company to diversify the revenue base beyond advertising. Cupid
Junction sells packages of credits to use to contact desired members and
AllyoucanInk sells various ink jet cartridges. Revenues from Products and
Services for the second quarter were $1.6 million, or 25% of total revenues.
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 Company had no
barter transactions in the current quarter. In the first half, barter
transactions increased to $325,000, or 3% of total revenues, up from $125,000,
or 2% of total revenues in the prior period.
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 by growing its user base through partnerships and
acquisitions. Further, the Company began diversifying its revenue mix by
introducing non-ad based products and services, such as the dating service and
e-commerce business.
18
OPERATING COSTS
Our operating costs were as follows for the periods indicated:
Three Months Ended September 30,
--------------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $ 887 $ 638 39%
Sales and marketing .............. $1,212 $3,140 (61%)
Product development .............. $1,775 $1,098 62%
General and administrative ....... $1,686 $1,374 23%
Amortization of goodwill and other
intangibles, stock compensation
and other ........................ $ 48 $ 658 (93%)
Total Operating Costs ............ $5,560 $6,251 (11%)
Six Months Ended September 30,
---------------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $ 1,091 $ 1,212 (10%)
Sales and marketing .............. $ 3,019 $ 4,843 (38%)
Product development .............. $ 2,814 $ 1,755 60%
General and administrative ....... $ 3,166 $ 2,311 37%
Amortization of goodwill and other
intangibles, stock compensation
and other ........................ $ 48 $ 1,056 (95%)
Total Operating Costs ............ $10,138 $10,121 (0%)
Cost of Revenues
Cost of revenues consists of fees paid to third parties for media
properties, license arrangements ad revenue sharing arrangements for content and
other service providers and cost of products for the commerce business.
Cost of revenues increased by 39% to $887,000, or 13% of total
revenues, in the second quarter, from $638,000, or 16% of total revenues, for
the same period in 2000 and decreased by 10% to $1.1 million, or 9% of total
revenues, in the first half, from $1.2 million, or 18% of total revenues, from
the same period in 2000. Cost of revenues in the second quarter increased as a
result of sales of various products and services in the e-commerce business. We
expect cost of revenues to increase as the Company revenue base shifts from
primarily ad-based revenue into Products and Services.
19
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 decreased by 61% to $1.2 million, or 18% of
total revenues, in the second quarter, from $3.1 million, or 77% of total
revenues, for the same period 2000 and decreased by 38% to $3.0 million, or 26%
of total revenues in the first half, from $4.8 million, or 71% of total
revenues, for the same period 2000. The decrease was primarily due to the
restructuring the Company did in the fourth quarter 2001 which significantly
reduced the commission payouts to content creators.
Specific changes for the quarter over the same period last year include
the following: a decrease in commissions to content creators of $2.2 million, a
decline in bad debt expense of $139,000 and reduced consulting services of
$182,000. These were partially offset by an increase in advertising and
promotion of $430,000.
Specific changes for the first half over the same period last year
include the following: a decrease in commissions to content creators of $2.1
million, a decrease in consulting services of $241,000 and an increase in bad
debt expense of $152,000.
Advertising/Promotion expense for the second quarter was $459,000,
which included $250,000 of online email advertising and amortization of warrants
related to marketing agreements. For the prior year, advertising/promotion
expense was $28,000, which included no barter expense.
Stock-based compensation expenses of approximately $0 and $97,000 for
six months ended September 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 restructuring action is expected to save the
Company over $2 million compared to previously existing contract terms and
further decreases are expected after the current contract periods expire
beginning in the fourth quarter of 2002.
We plan to continue to expand our direct sales force to support
increased revenues and to focus on larger and longer-term customers.
20
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 62% to $1.8 million, or
26% of total revenues, in the second quarter, from $1.1 million, or 27% of total
revenues, for the same period in 2000 and increased by 60% to $2.8 million, or
24% of total revenues in the first half, from $1.8 million, or 26% of total
revenues, for the same period in 2000. The increases were primarily a result of
growth in salaries and related 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 six months ended September 2001 and 2000,
respectively, are excluded from product development costs and shown separately
in the financial statements.
Specific changes for the quarter over the same period last year include
the following: increase in payroll and related costs of $350,000, increase in
facilities and Internet fees of $516,000 and a decrease in consulting services
of $181,000.
Specific changes for the first half over the same period last year
include the following: increase in payroll and related costs of $520,000,
increase in facilities and Internet fees of $730,000 and a decrease in
consulting services of $180,000.
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, legal and administrative personnel, recruiting,
professional fees and other general corporate expenses.
General and administrative costs increased by 23% to $1.7 million, or
25% of total revenues, in the second quarter, from $1.4 million, or 34% of total
revenues, for the same period in 2000 and increased by 37% to $3.2 million, or
27% of total revenues, in the first half, from $2.3 million, 34%, for the same
period in 2000. The increases were 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. Specific increases for the quarter over the same
period last year include the following: payroll and related costs of $238,000,
consulting services of $109,000, other office, depreciation and facility expense
increases of $161,000 partially offset by declines in recruiting of $96,000 and
outside legal services of $95,000.
Specific increases for the first half over the same period last year
include the following: payroll and related costs of $436,000, consulting
services of $173,000, outside legal and accounting services of $173,000, other
office, depreciation and facility expense increases of $237,000 partially offset
by declines in recruiting and others of $119,000.
21
We anticipate that general and administrative costs will increase
commensurately with expansion plans.
Stock-based compensation expenses of approximately $0 and $(165,000)
for the six months ended September 2001 and 2000, respectively, are excluded
from general and administrative costs and shown separately in the financial
statements.
We anticipate that general and administrative costs will increase
slowly in absolute dollars, but will continue to decline as a percentage of
total revenues as the Company realizes the benefits of operating leverage over
the next several quarters.
Amortization of Goodwill and Other Intangible Assets
Three Months Ended September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Amortization of goodwill and other intangibles $ 48 $558 (91%)
Six Months Ended September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Amortization of goodwill and other intangibles $ 48 $1,143 (96%)
The Company adopted FAS141 and FAS142 effective April 1, 2001 and
accordingly, there was a minimal cost of $48,000 associated with amortization of
goodwill and other intangibles for the quarter ending September 30, 2001, as
compared to a cost of $558,000 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 September 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.
22
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 September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Stock-based Compensation $ 0 $100 NM
Six Months Ended September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Stock-based Compensation $ 0 $(87) NM
There was no cost associated with stock compensation for the quarter
and six months ending September 30, 2001, as compared to $100,000 and $(87,000)
for the same periods in 2000 due to our stock price trading at less than the
weighted average price of options outstanding for the periods.
INTEREST AND OTHER INCOME, NET
Three Months Ended September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Interest income $0 $6 NM
Interest and other financing expenses $(170) $(2,867) (94%)
Six Months Ended September 30,
---------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Interest income $0 $12 NM
Interest and other financing expenses $(295) $(2,882) (90%)
23
Interest and financing expense decreased 94% to $170,000 in the second
quarter, from $2.9 million from the same period in 2000 and decreased by 90% to
$295,000 in the first half, from $2.9 million, from the same period in 2000. The
prior periods included financing charges of $2.80 million related to the
issuance of warrants in September 2000 in connection with short-term loans
provided during the period by New Technology Holdings n/k/a 550 Digital Media
Ventures (an affiliate of Sony) and VideoGame Partners. The remaining expense
includes interest on notes to certain content creators and New Technology
Holdings, 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 September 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 September 30,
------------------------------------
2001 2000 % Change
---- ---- --------
(in thousands)
Net Income (Loss) $ 852 $(17,180) NM
Six Months Ended September 30,
------------------------------------
2001 2000 % Change
---- ---- --------
(in thousands)
Net Income (Loss) $1,247 $(20,790) NM
For quarter ended September 30, 2001, the Company reported net income
of $852,000 compared to a loss of $17.2 million for the same period in 2000 and
for the six months ended September 30, 2001, the Company reported net income of
$1,247,000 compared to a loss of $20.8 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 $566,000 and
($4.5) million for the six months ended September 30, 2001 and 2000,
respectively.
24
Net operating cash flows for the six months ended September 30, 2001
consist of $1,246,000 net income; non-cash expenses including an increase in the
allowance for uncollectible accounts of $399,000; stock and warrants granted to
consultants and affiliates of $413,000; and an increase in payables and other
current liabilities of $448,000. These increases in operating cash flows were
partially offset by an increase in receivables and other assets of $2,039,000.
Net cash used in operating activities for the prior year were due to 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 $691,000 and $881,000 for the
six months ended June 30, 2001 and 2000, respectively. In the six months ended
September 30, 2001, $850,000 was used to purchase databases of subscribers;
$420,000 for the purchase web sites and related assets; and $127,000 for the
purchase of computer and other fixed. This was offset by a reduction of $705,000
in the goodwill and related intangibles of a web site resulting from a reduction
in the original purchase price. Investments for 2000 included $164,000 in fixed
asset purchases and $717,000 for other assets and deposits.
Net cash provided by financing activities was $1,636,000 and $4.1
million for the six months ended September 30, 2001 and 2000 respectively. The
$1.6 million resulted from proceeds of short term loans of $2.5 million from 550
Digital Media Ventures in advance of the closing of the transaction that took
place as of October 23, 2001; and was partially offset by reduction in a long-
term obligation of $793,000. Net cash provided in the prior period of $4.1
million resulted from proceeds of short-term loans from new investors.
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.
As of July 13, 2001, the Company entered into a Stock Purchase
Agreement by which 550 Digital Media Ventures Inc., an affiliate of 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 (including the
Company's acquisition of Infobeat) are included in the "Recent Transactions"
section of the Company's 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 closing of the funding
occurred as of October 23, 2001 (See Notes to Consolidated Financial Statements
- - Note 14: Subsequent Events located elsewhere in this document). Pursuant to
the terms of the transaction, payments on a short term loan for $2,289,000
were deferred until March 2003 with certain conversion rights into equity.
The $2.5 million advance from 550 Digital Media Ventures was converted
to equity pursuant to the closing of the transaction as of October 23, 2001.
Pursuant to the Stock Purchase Agreement, 550 Digital Media Ventures invested
the remaining $2.5 million in exchange for Series B Convertible Preferred Stock
of the Company.
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.
25
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.
As previously disclosed, on April 23, 2001, EP Opportunity Fund LLC and
EP Opportunity Fund International, Ltd. (the "EP Funds") filed a Demand for
Arbitration against Entertainment Universe, Inc. ("EUI"), a wholly owned
subsidiary of the Company, and Brad Greenspan, Chairman and CEO of the Company,
with the American Arbitration Association in Chicago, Illinois ("AAA
Arbitration"). The EP Funds asserted breach of contract, fraud and related
claims, alleging that the Company and Greenspan 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. The EP Funds claim in excess of $250,000.00 in damages. The EP Funds'
preferred stock has since been converted into common shares. The AAA Arbitration
panel of arbitrators has been installed, but the case is still in the early
stages of the proceeding. The Company does not believe that it is a proper
party to the AAA Arbitration; the EP Funds named EUI as the Respondent in the
AAA Arbitration, even though the EP Funds do not own any EUI stock. Moreover,
the EP Funds and the Company are subject to a different dispute resolution
process in connection with the EP funds investment in the Company, and the
Company intends to require that the EP Funds to comply with that dispute
resolution procedure. Moreover, the Company disputes the EP Funds' alleged
claims, believes that they are without merit and intends to vigorously defend
the action if and when it is brought in the proper forum.
As previously disclosed, 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. Trial in the Krausz Litigation is currently
set for December 14, 2001. Case's Ladder is currently negotiating settlement of
all claims against it. The Company does not believe that any settlement will
have a material adverse effect on the business, financial condition or results
of operations of the Company.
On July 6, 2001, Adolph Komorsky Investments, Inc. ("AKI"), an Illinois
corporation with its principal place of business in Tarrytown, New York, filed a
complaint against the Company in the Supreme Court of the State of New York,
County of Westchester. AKI alleges that the Company breached a consulting
agreement with AKI by failing and refusing to pay AKI $10,000.00 in cash and a
warrant to purchase 100,000 shares of the Company's common stock. The Company
has filed an answer to AKI's complaint denying AKI's allegations and asserting
defenses to the claims including the failure of AKI to perform its obligations
under the consulting agreement. The Company disputes AKI's alleged claims,
believes that they are without merit and intends to vigorously defend the
action.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On October 19, 2001, the Company filed a certificate of designation
with the Nevada Secretary of State, creating a new series of preferred stock
designated as the "Series B Convertible Preferred Stock" (the "Series B
Preferred"). The Series B Preferred is convertible, at the option of the holder,
into shares of eUniverse common stock at any time on a one-for-one basis.
Holders of the Series B Preferred will receive non-cumulative annual dividends
of $0.208 per share, when, as and if declared by the Company's Board of
Directors, and any dividends paid on eUniverse common stock on an as-converted
basis. Upon liquidation or change in control of
26
the Company, holders of the Series B Preferred will receive a liquidation
preference equal to the aggregate original issue price plus accrued and unpaid
dividends, and thereafter will participate with holders of eUniverse common
stock on an as-converted basis. The complete terms of the Series B Preferred are
contained in the certificate of designation of the Series B Preferred, filed as
Exhibit 10.54 to the Company's Current Report on Form 8-K filed with the SEC on
November 7, 2001.
As of September 25, 2001, the Company issued warrants for 500,000
shares of eUniverse common stock at an exercise price of $1.00 to Saggi Capital
Corp. in exchange for a like number of warrants at an identical purchase price
that were purchased by Saggi Capital, LLC in connection with its acquisition of
a promissory note from VideoGame Partners, LLC. The warrants were distributed
among Saggi Capital Corp., Bridge Ventures, Inc., Marci Zaroff and Nicholas
Agriogianis upon instruction from Saggi Capital Corp.
As of October 23, 2001, the Company received an investment of $5
million from 550 Digital Media Ventures Inc. in exchange for 1,923,077 shares of
Series B Preferred.
As of October 23, 2001, the Company purchased all of the outstanding
shares of Indimi, L.L.C. in exchange for 3,058,462 shares of eUniverse common
stock valued at $9.94 million.
As of October 23, 2001, the Company redeemed a warrant issued to 550
Digital Media Ventures Inc. for the purchase of up to 1,101,260 shares of
eUniverse common stock in exchange for 307,692 shares of eUniverse common stock
valued at $1 million.
The foregoing sales of securities were made in reliance upon the
exemptions from registration set forth in Section 4(2) of the Securities Act of
1933 and/or Rule 506 of Regulation D promulgated thereunder for transactions not
involving a public offering. No underwriters were engaged in connection with the
foregoing sales of securities. These sales were made without general
solicitation or advertising. Each purchaser was an "accredited investor" or a
sophisticated investor with access to all relevant information necessary to
evaluate the investment who represented to eUniverse that the shares were being
acquired for investment.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders was held on Thursday, October 18,
2001 in Los Angeles, California at which the following matters were submitted to
a vote of the stockholders of the Company:
(a) The following number of votes were cast or withheld in the election
of the persons named below as directors of the Company for terms expiring in
2002:
27
Number of Votes
---------------
For Withheld
--- --------
Brad D. Greenspan 13,969,861 106,101
Brett C. Brewer 13,969,878 106,084
Daniel L. Mosher 13,969,878 106,084
Ryan A. Brant 13,969,878 106,084
Thomas Gewecke 13,969,878 106,084
(b) Votes cast for or against, and the number of abstentions for each
other proposal brought before the meeting, are as follows:
- ------------------------------------------------------------------------------------------
Proposal For Against Abstain
- ------------------------------------------------------------------------------------------
Authorization of the Stock Purchase 11,549,456* 1,625 0
Agreement by and between eUniverse,
Inc. and 550 Digital Media Ventures
Inc., and the Share Purchase
Agreement by and among eUniverse,
Inc., Indimi, L.L.C., Indimi Inc.,
550 Digital Media Ventures Inc. and
Sony Music Entertainment Inc.:
- -------------------------------------------------------------------------------------------
Adoption and ratification of 14,072,939 1,575 1,448
independent auditors:
- -------------------------------------------------------------------------------------------
* 1,153,114 of which were by written consent rather than in person or by proxy.
28
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)
29
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)
10.47 -- 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)
30
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)
10.54 -- Certificate of Designation of Series B Convertible Preferred Stock of eUniverse,
Inc., dated October 19, 2001.(14)
10.55 -- Registration Rights Agreement by and between eUniverse, Inc. and 550 Digital Media
Ventures Inc., dated as of October 23, 2001.(14)
10.56 -- Letter agreement by and between eUniverse, Inc. and 550 Digital Media Ventures
Inc., dated as of October 23, 2001, regarding amendment of that certain Secured
Note and Warrant Purchase Agreement dated September 6, 2000.(14)
10.57 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Nicholas Agriogianis, dated
April 4, 2001.*
10.58 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Marci Zaroff, dated April 4, 2001.*
10.59 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Saggi Capital Corp., dated
September 25, 2001.*
10.60 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Bridge Ventures, Inc.,
dated September 25, 2001.*
10.61 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Nicholas Agriogianis, dated
September 25, 2001.*
10.62 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Marci Zaroff, dated
September 25, 2001.*
21.01 -- Subsidiaries of eUniverse, Inc.(5)
- ---------
* Filed herewith
(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.
(14) Incorporated by reference to eUniverse's Form 8-K filed on November 7,
2001.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed with the SEC by eUniverse
during the quarterly period ended September 30, 2001.
31
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: November 14, 2001 By /s/ JOSEPH L. VARRAVETO
---------------------------------
Joseph L. Varraveto
Chief Financial Officer
(Principal Financial Officer)
and Registrant's Authorized Officer
32