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 December 31, 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 December 31, 2001, there were 23,344,295 shares of eUniverse, Inc.
common stock outstanding.
eUNIVERSE, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2001
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited).........................................3
Consolidated Balance Sheets, December 31, 2001 and March 31, 2001...........3
Consolidated Statements of Operations, for the three and nine
months ended December 31, 2001 and 2000.....................................4
Statements of Cash Flows, for the nine months ended
December 31, 2001 and 2000 .................................................5
Notes to Financial Statements ..............................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION .....................................23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.............................................................30
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ......................................................31
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ..............................32
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................33
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .......................................34
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
eUNIVERSE, INC.
Consolidated Balance Sheets
(Unaudited)
December 31, March 31,
2001 2001
-------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ........................................ $7,706,163 218,841
Accounts receivable, net of allowances for
doubtful accounts of 240,599 and $123,000, respectively ....... 3,047,607 2,676,675
Inventory ....................................................... 17,991 --
Prepaid expenses ................................................ 696,333 491,553
Deferred charges and other current assets ....................... 553,797 440,061
------------ ------------
Total Current Assets ................ 12,021,891 3,827,130
FURNITURE AND EQUIPMENT, less accumulated depreciation
of $488,640 and $264,383, respectively ........................... 1,063,710 902,004
GOODWILL, net of amortization of $7,404,624
and $7,404,624 respectively ...................................... 12,064,543 4,739,981
OTHER INTANGIBLES, net of amortization of $385,697 and $160,559
respectively ...................................................... 4,878,758 1,479,699
Deferred charges ...................................................... 360,572 787,505
Deposits and other assets ............................................. 227,727 142,812
------------ ------------
TOTAL ASSETS ........................ $ 30,617,200 $ 11,879,131
============ ============
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable ................................................. $ 1,292,954 $ 2,870,997
Accrued expenses ................................................. 4,370,158 2,592,745
Deferred Revenue ................................................. 248,431 232,240
Notes payable .................................................... 1,263,728 3,760,209
Current maturities of notes payable, affiliates .................. 393,672 940,000
------------ ------------
Total Current Liabilities ........... 7,568,943 10,396,191
------------ ------------
LONG-TERM DEBT ........................................................ 3,265,954 976,190
LONG-TERM DEBT AFFILIATES, LESS CURRENT MATURITIES .................... 1,657,781 2,065,239
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.10 par value; 40,000,000 shares
authorized; 2,872,665 and 1,454,572 shares
issued and outstanding, respectively ........................ 287,267 145,457
Common stock, $.001 par value; 250,000,000 shares authorized;
23,344,295 and 18,817,502 issued and outstanding, respectively . 23,407 18,815
Treasury stock ................................................... (36,000) --
Additional paid-in capital ....................................... 68,836,037 50,523,446
Deferred stock compensation cost ................................. (211,874) (139,234)
Retained deficit ................................................. (50,774,315) (52,106,973)
------------ ------------
Total Shareholders' (Deficit)/Equity 18,124,522 (1,558,489)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY ............ $ 30,617,200 $ 11,879,131
============ ============
The accompanying notes are an integral part of these financial statements
3
eUNIVERSE, INC.
Cosolidated Statements of Operations
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------------ ----------------------------
2001 2000 2001 2000
--------------- ------------- ------------- -------------
REVENUE ...................................................... $ 10,128,554 $ 4,565,517 $ 21,880,670 $ 11,429,451
COST OF GOODS SOLD ........................................... 2,510,212 344,972 3,601,428 1,557,054
GROSS PROFIT ................................................. 7,618,342 4,220,545 18,279,242 9,872,397
OPERATING EXPENSES:
Marketing and sales (excludes stock-based
compensation of $0, $200,000, $0 and
$297,065 respectively) ................................. 1,251,341 1,950,142 4,270,254 6,793,371
Product development (excludes stock-based
compensation of $0, $0, $0 and ($19,656) respectively) . 1,836,778 1,026,259 4,651,083 2,781,344
General and administrative (excludes stock-based
compensation of $0, $0, $0 and ($164,598) respectively) 2,255,597 1,097,249 5,422,088 3,407,980
Amortization of goodwill
and other intangibles ................................... 177,815 631,524 226,304 1,774,637
Stock-based compensation ................................. -- 200,000 -- 112,811
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES ..................................... 5,521,531 4,905,174 14,569,729 14,870,143
------------ ------------ ------------ ------------
OPERATING INCOME/(LOSS) ........................ 2,096,811 (684,629) 3,709,513 (4,997,746)
NONOPERATING INCOME (EXPENSE)
Interest income .......................................... 13,644 5,046 13,792 16,639
Interest and other financing expense ..................... (206,977) (2,068,003) (501,754) (4,949,945)
------------ ------------ ------------ ------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES.. 1,903,478 (2,747,586) 3,221,551 (9,931,052)
INCOME TAXES ................................................. -- -- -- --
------------ ------------ ------------ ------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS ........ $ 1,903,478 $ (2,747,586) $ 3,221,551 $ (9,931,052)
============ ============ ============ ============
DISCONTINUED OPERATIONS:
Loss from operations discontinued segment
(net of applicable income taxes of $0) .................. 105,583 (310,650) 34,183 (13,916,800)
------------ ------------ ------------ ------------
NET INCOME/(LOSS) .............................. $ 2,009,061 $ (3,058,236) $ 3,255,734 $(23,847,852)
============ ============ ============ ============
Continuing operations earnings/(loss) per common share ....... $ 0.08 $ (0.15) $ 0.16 $ (0.55)
Discontinued operations earnings/(loss) per common share ..... $ 0.01 $ (0.02) $ 0.00 $ (0.78)
------------ ------------ ------------ ------------
Basic earnings/(loss) per common share ....................... $ 0.09 $ (0.17) $ 0.16 $ (1.33)
------------ ------------ ------------ ------------
Diluted earnings/(loss) per common share ..................... $ 0.07 na $ 0.13 na
------------ ------------ ------------ ------------
Basic weighted average common
shares outstanding .......................................... 22,514,621 18,119,997 20,245,135 17,920,115
------------ ------------ ------------ ------------
Shares outstanding for diluted earnings per share ............ 30,070,633 na 25,997,878 na
------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements
4
eUNIVERSE, INC.
Statements of Cash flows
(Unaudited)
Nine Months Nine Months
Ended December 31, Ended December 31,
2001 2000
------------------ -------------------
OPERATING ACTIVITIES
Net income (loss) ................................................................. $ 3,255,734 $(23,847,853)
Transactions not requiring cash:
Depreciation ................................................................... 224,257 205,430
Amortization ................................................................... 225,138 2,383,937
Loss from discontinued operations .............................................. -- 9,871,155
Bad Debts ...................................................................... 353,827 332,000
Non-cash employee compensation ................................................. -- 319,822
Amortization of variable stock
option issued to employees ................................................. -- (207,011)
Stock and warrants granted to
outside consultants and affiliates ......................................... 343,449 402,420
Non-cash financing related costs ............................................... 110,074 4,487,111
Changes in current assets ......................................................... (778,668) (916,290)
Changes in current liabilities .................................................... 1,030,386 501,570
Others ............................................................................ 138,350 --
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................. 4,902,547 (6,467,709)
------------ ------------
INVESTING ACTIVITIES
Proceeds through sale of assets ................................................... -- 1,000,000
Changes in other assets ........................................................... -- (208,353)
Purchases of fixed assets ......................................................... (385,963) (318,094)
Purchases of intangible assets .................................................... (1,614,197) --
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ..................... (2,000,160) 473,553
------------ ------------
FINANCING ACTIVITIES
Proceeds from short term notes .................................................... -- 5,331,115
Repayment of short term notes ..................................................... (2,496,481) (1,365,453)
Proceeds from long term notes ..................................................... 2,553,834 --
Repayment of long term notes ...................................................... (512,418) --
Proceeds from sale of preferred stock ............................................. 5,000,000 --
Receipt of advances to officer .................................................... 40,000 --
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES ................. 4,584,935 3,965,662
------------ ------------
CHANGE IN CASH AND CASH EQUIVALENTS ................................................... 7,487,322 (2,028,494)
Cash and cash equivalents,
beginning of period .................................................................. 218,841 2,323,087
------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD .................................................................. 7,706,163 294,593
============ ============
CASH PAID DURING THE YEAR FOR:
Interest Expense .................................................................. $ 123,849 $ 53,580
============ ============
Income taxes ...................................................................... $ -- $ --
============ ============
OTHER NON-CASH FINANCIAL ACTIVITIES
Stock issued in connection with acquisitions:
Acquisition Gamer's Alliance ................................................. 403,576 103,513
Acquisition of debsfunpage.com ............................................... -- 50,000
Acquisition of DustCloud.com ................................................. -- 150,000
Acquisition of eGames.com .................................................... 100,000 --
Acquisition of ratedfun.com .................................................. 18,750 --
Acquisition of send4fun.com .................................................. -- 100,000
Acquisition of spreadingjoy.com .............................................. 75,000 75,000
Acquisition of The Big Network ............................................... -- 552,230
Amortization of variable stock options issued to employees ........................ -- (207,011)
Reduction of Funny Greetings goodwill in connection with restructuring of
obligation....................................................................... (705,438) --
Restructuring of obligation in connection with Funny Greetings acquisition......... 705,438 --
Shares issued to Isosceles(2) ..................................................... 212,500 --
Shares returned to treasury in payment of amounts due from employees .............. (36,000) --
Stock issued for legal services in connection with Big Network settlement ......... 105,000 --
Stock issued in connection with services performed ................................ -- 45,531
Stock issued to employees, 7,992 and 59,447 shares respectively ................... 25,000 299,139
Stock options issued in connection with services performed and to be performed .... 72,640 16,040
Stock options issued to affiliate ................................................. -- 122,210
Warrants issued in connection with financing activities (see Notes Payable section) -- 5,595,106
Warrants issued in connection with services performed and to be performed ......... -- 80,461
Warrants issued in connection with services performed and to be performed (1) ..... 473,359 --
Warrants issued to preferred shareholders ......................................... 110,073 4,138
Stock issued in connection with purchase of Infobeat from 550 DMV(3) .............. 9,940,000 --
Warrants cancelled that were issued to 550 DMV(3) ................................. 1,000,000 --
Stock issued in connection with 550 DMV warrant cancellation(3) ................... (1,000,000) --
Issuance of below market preferred shares to 550 DMV in connection
with Sony purchase agreement(3) ................................................ 1,923,076 --
Beneficial conversion of below market preferred shares to 550 DMV ................. (1,923,076) --
(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 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%, a volatility 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) 550 Digital Media Ventures (Sony) share purchase agreement as previously
disclosed.
The accompanying notes are an integral part of these financial statements.
5
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 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 inkjet and laser printer supplies 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 Form 10-K for the 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
nine months ended December 31, 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. Services 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. Electronic commerce transactions include sales of
laser and inkjet printer supplies. For these transactions, the Company
recognizes revenue upon shipment of its products. Revenue
6
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
includes shipping and handling charges. Fulfillment for these products is
outsourced to an independent third party.
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 nine months ended December 31, 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 inkjet and laser printer cartridges. All inventories
are 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 are being amortized on a straight-line basis over a period of 3
to 5 years. Through December 31, 2000 goodwill and domain names were amortized
over 10 years. Effective April 1, 2001, the Company adopted SFAS 141 and SFAS
142. 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.
7
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
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 nine months ended
December 31, 2001 and 2000 advertising expense from continuing operations
amounted to $1,216,017 and $1,090,458, respectively. The Company had no
direct-response advertising during the periods presented.
Note 3: 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.
December 31, March 31,
2001 2001
---- ----
Co-marketing agreement ........................... $ 369,282 $ 695,600
Prepaid marketing expenses........................ 107,975 26,900
Prepaid investment banking expenses............... 31,667 46,666
Prepaid investor relations expenses............... 15,323 22,579
Prepaid insurance, advances & other............... 294,481 62,942
-------- ---------
$ 818,728 $ 854,687
Less: Non-current portion
Co-marketing agreement shares...................... (116,750) (326,500)
Prepaid investment banking expenses................ -- (23,333)
Prepaid investor relations expenses................ (5,645) (13,301)
--------- ---------
Total $ 696,333 $ 491,553
========= =========
Note 4: 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 14 - Warrants).
8
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
December 31, March 31,
2001 2001
---- ----
Options:
- --------
Advertising network affiliates ................. $ 5,376 $ 22,708
Warrants:
- ---------
Granted for services ........................... 908,993 841,724
Preferred shareholders ......................... -- --
--------- ---------
$ 914,369 $ 864,432
Less: non-current portion (1)
Warrants granted for services .................. $(360,572) $(422,684)
Options granted to advertising network ......... -- (1,687)
--------- ---------
(360,572) (424,371)
--------- ---------
Total .......................................... $ 553,797 $ 440,061
========= =========
(1) In March 2001, the $424,371 non-current portion and the non-current portion
in prepaids and other current assets (Note 3) of $363,134 comprised the $787,505
of non-current deferred charges.
Note 5: Fixed Assets
Fixed assets, at cost, consist of the following:
December 31, March 31,
2001 2001
---- ----
Furniture and fixtures ........................... $ 25,575 $ 25,575
Computers and equipment .......................... 1,286,521 898,519
Purchased software ............................... 240,254 242,293
Leasehold improvements ........................... -- --
----------- ----------
1,552,350 1,166,387
Less accumulated depreciation and amortization ... (488,640) (264,383)
----------- ----------
Fixed assets, Net ................................ $ 1,063,710 $ 902,004
=========== ==========
9
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Accumulated amortization of purchased software as of December 31, 2001 and March
31, 2001 is $96,962 and $61,028, respectively. Depreciation expense for the
reporting periods was as follows:
Nine Months Ended
December 31,
2001 2000
------ -----
Depreciation expense.............................. $224,257 $131,551
Note 6: Notes Payable
Current notes payable consist of the following:
December 31, March 31,
2001 2001
---- ----
Notes payable
New Technology Holdings (1) .............. $ -- $2,289,764
SFX Entertainment, Inc (2) ............... 813,728 1,020,445
Saggi Capital (3) ........................ 450,000 450,000
Funnygreetings (see below) ............... 393,672 940,000
---------- ----------
$1,657,400 $4,700,209
========== ==========
1) The New Technology Holdings note was restructured as part of the Sony
financing. The amount of $2,289,764 is now considered a long-term liability to
550 Digital Media Ventures which comes due March 31, 2003. (See Note 10,
Business Combinations)
2) Subsequent to December 31, 2001, the payment terms of this note were extended
to January 1, 2004 from August 26, 2002. (See Note 16 - Subsequent Events)
3) On August 13, 2001, Saggi Capital purchased the $450,000 note from Videogame
Partners. This note is no longer in default.
10
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Long Term Debt - Affiliates and Other consist of the following:
December 31, March 31,
2001 2001
---- ----
550 Digital Media Ventures $2,289,763 $ --
Justsaywow 949,388 976,199
Send4fun 719,752 739,752
Funpageland 112,863 112,863
Deb'sfunpages 287,336 312,326
Funbug 120,000 --
Funnygreetings 444,633 900,289
---------- ----------
$4,923,735 $3,041,429
========== ==========
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 October 23, 2001 with 550 Digital Media Ventures as
previously reported. The remaining balance of $984,146 shall be payable
in thirty monthly installments subject to certain advertising revenues being
achieved on the Funnygreetings.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. The remaining long term portion
of this note is $444,633.
Note 7: Accrued Expenses
December 31,
2001
----
Accrued Professional Services 619,643
Accrued Acquisition Payments 783,176
Accrued Compensation 507,376
Accrued Affiliate Payments 386,022
Accrued Marketing 241,500
Accrued Interest 446,940
Accrued Royalties 64,168
Other Accrued Expenses 1,321,333
---------
4,370,158
=========
11
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 8: 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:
December 31,
2001 2000
---- ----
Convertible Debt ..................... 307,864 307,864
Warrants ............................. -- 2,864,780
Options .............................. 1,576,950 6,840,130
---------- ----------
Total ................................ 1,884,814 10,012,774
========== ==========
Note 9: 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 Income/(losses) from the
discontinued operations for the nine months ended December 31, 2001, and 2000
were $34,183 and $(4,054,645), 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.
12
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 10: Major Concentrations and Customers
In the nine months ended December 31, 2001, approximately 44% of the Company's
revenues resulted from five customers ranging from 5% to 12% of revenues. In the
nine months ended December 31, 2000, approximately 35% of revenues resulted from
the top five customers. Also, for the nine months ending December 31, 2001, 100%
of all inventories sold were purchased from a single supplier.
Note 11: Business Combinations
In December 2001, the Company purchased the assets of VIZX Corporation, which
held assets known on the Internet as eMusicGames.com and SportsTriviaClub.com.
The Company agreed to pay $100,000 valued in common stock, $150,000 cash, and a
portion of net revenue generated from the assets starting either 4 months after
the closing date, or 30 days after gross revenues exceed $100,000, and ending 60
months thereafter. The total aggregate acquisition price, shall not exceed
$10.15 million.
In October 2001, the Company purchased the assets of Hobbyrat.com. 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.
In October 2001, the Company purchased the assets of FitnessHeaven.com. 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.
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.
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
13
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
as a purchase. The purchase price of $9.94 million exceeded the fair value of
the net assets of InfoBeat by an estimated $7.6 million. In connection with the
Share Purchase Agreement, the Company also agreed to redeem a warrant issued to
the Investor through the issuance of 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 SFAS 141 Business Combinations and SFAS 142 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.
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 was extended to March 31, 2003. The Company
may convert this note to preferred shares or common stock, subject to certain
conditions.
The Company completed its acquisition of Indimi, L.L.C. and Infobeat and the
associated preferred stock issuance for $5 million on October 23, 2001. Please
see the Form 8-K filed on November 7, 2001 for specific details of the
transaction.
In June 2001, the Company 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
SFAS 141 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.
14
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 12: 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 and $16,943,301 as of December
31, 2001. Effective April 1, 2001, the Company adopted SFAS 141 and SFAS 142.
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 December 31, 2001.
The following are the goodwill and other intangible assets that will no longer
be amortized:
December 31, March 31,
2001 2001
------ ------
Intangible Assets................... $1,983,897 $1,479,699
Goodwill................................ 12,064,543 4,739,981
The following is the pro forma effect had the nine months ended December 31,
2000 been subject to SFAS 141 and 142:
Nine Months Ended
December 31,
2001 2000
------ ------
Reported Net Income/(Loss) .......... $3,255,733 $(23,847,852)
Amortization ..................... -- 1,774,637
---------- ------------
Adjusted (Pro Forma) Net Income/(Loss) $3,255,733 $(22,073,215)
========== ============
Reported Net Income/(Loss) per Share $.16 $(1.33)
Amortization per Share............... .10
---------- ------------
Adjusted Net Income/(Loss) per Share $.16 $(1.23)
========== ============
Note: Net Income/(Loss) amounts presented here are prior to any extraordinary
items and after discontinued operations.
15
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 13: 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:
Nine Months Ended
December 31,
-------------------
2001 2000
---- ----
Rent expense................................ $379,948 $252,151
b) 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
hearing has been scheduled to begin on April 30, 2002.
16
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
On December 6, 2001, the Company filed a lawsuit against the EP Funds
in Los Angeles Superior Court (the "California Action") for, among other things,
breach of an agreement by the EP Funds to arbitrate any dispute arising out of
their investment in the Company in a location of the Company's choice and in
accordance with the dispute resolution rules of the National Association of
Securities Dealers ("NASD"). On January 29, 2002, the Court denied the Company's
motion to compel the EP Funds to arbitrate their dispute in Los Angeles under
NASD rules and to stay the AAA Arbitration. The Company will, therefore,
vigorously defend itself in the AAA Arbitration while maintaining its objection
to the AAA's jurisdiction over this matter. With respect to the California
Action, the EP Funds have challenged the jurisdiction of the Los Angeles
Superior Court over the Funds and the Company has opposed the EP Funds' motion
to quash service of summons based on the alleged lack of jurisdiction. Whether
and how the California Action will proceed will be determined upon resolution of
the issue of jurisdiction. In any event, and as previously stated, the Company
disputes the EP Funds' alleged claims and believes that they are without merit.
The Company also intends to vigorously pursue its claims against the EP Funds in
the most expedient and effective forum available.
c) 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
added Case's Ladder as a defendant in the Krausz Litigation because it contended
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 conveyed from Lessees in an effort to shield the assets from
creditors, including the plaintiff. In January 2002, CLI entered into a
settlement and release agreement ("Settlement Agreement") with plaintiff
whereby, in exchange for a release of all claims against CLI and its affiliates
(including the Company), CLI agreed to pay plaintiff (i) $75,000.00 due in six
months from the date of the Settlement Agreement and payable in cash or Company
common stock, and (ii) ten percent (10%) of gross proceeds from a sale of CLI by
eUniverse, or a sale by CLI of all or substantially all of its assets, occurring
within six (6) months from the date of the Settlement Agreement. The payments to
be made by CLI under the Settlement Agreement are guaranteed by the Company.
d) As previously disclosed, 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,
17
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
believes that they are without merit and intends to vigorously defend the
action. There have been no material developments in this matter since the
Company's last 10Q filing.
e) On January 16, 2002, the Company was served with a patent
infringement lawsuit filed against it by Tumbleweed Communications Corp.
("Tumbleweed") in the United States District Court for the Northern District of
California (the "Tumbleweed Case"). The Amended Complaint filed by Tumbleweed
alleges that online greeting products and services offered by the Company on
certain of its websites infringe one or more claims of two patents held by
Tumbleweed and respectively entitled "Private, Trackable URLs For Directed
Document Delivery" (the "407 Patent") and "Electronic Document Delivery System
In Which Notification Of Said Electronic Document Is Sent To A Recipient
Thereof" (the "790 Patent"). On February 5, 2002, the Company filed an answer
and counterclaim in the Tumbleweed Case denying Tumbleweed's allegations and
seeking declaratory judgment from the Court to the effect that (i) the Company
has not and does not infringe either the 407 or 790 Patents and (ii) the claims
of the 407 and 790 Patents are invalid and unenforceable. In short, the Company
disputes Tumbleweed's claims, believes that they are without merit, and will
vigorously defend itself in the Tumbleweed Case.
Note 14: 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.
Nine Months Ended
December 31,
---------------------------
2001 2000
---- ----
Marketing and Sales........................... -- $ 297,065
Product Development........................... -- (19,656)
General and Administrative.................... -- (164,598)
---------- ---------
Total stock based compensation.......... -- $(112,811)
========== =========
18
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
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 December 31, 2001, the Company granted
1,678,264 options. As of December 31, 2001, 8,721,354 options were outstanding
at a weighted average price of $3.15 and 2,333,079 were exercisable at a
weighted average price of $4.37. 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 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.
The Company issued 30,000 options to a consultant during the quarter ended
December 2001. These are included in the aforementioned total options
outstanding, total options vested, and their respective weighted average prices.
These options have been valued at $72,639 in the financial statements using the
Black Scholes option-pricing model with a risk free interest rate of 5.75%, a
volatility of 88.7% with no expected dividend yield and a life of 24 months.
5,000 options vest immediately, with one half of the remaining options vesting
in October 2002, and the remainder vesting in October 2003. The $72,639 is
included in the deferred stock compensation cost as a contra-equity balance and
will be amortized to stock compensation expense over a two year service period.
WARRANTS:
The Company has granted warrants to purchase common stock in connection with
debt and services.
During the quarter ended December 31, 2001, in conjunction with Sony investment,
the Company cancelled 1,101,260 warrants originally issued to New Technology
Holdings in September 2000 at exercise prices ranging from $4.50 to $6.00. (See
note 11, Business Combinations)
19
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Also, The Company issued warrants for 93,056 shares of the Company's common
stock at an exercise price of $1.75. The warrants have been valued at $110,073
in the financial statements using the Black Scholes option-pricing model with a
risk free interest rate of 5.75%, a volatility of 100.1% with no expected
dividend yield and a life of 24 months. The warrants become exercisable on
January 9, 2003 and expire on January 9, 2005.
Warrants outstanding and exercisable as of December 31, 2001 were 1,898,771;
with exercise prices ranging from $1.00 to $4.50 per share.
Note 15: Segment Information
Based on the criteria established by SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," the Company currently operates in two
principal business segments globally. The Company does not allocate any
operating expenses other than direct cost of sales to its Goods and Services
segment, as management does not use this information to measure the performance
of the operating segment. Management does not believe that allocating these
expenses is material in evaluating the segment's performance.
Summarized information by segment as excerpted from the internal management
reports is as follows (in thousands):
Three Months Ended December 31, 2001:
Media/ Products and
Advertising Services Total
----------- -------- -----
Net sales 6,190 3,939 10,129
Gross profit 6,004 1,614 7,618
Three Months Ended September 30, 2001:
Media/ Products and
Advertising Services Total
----------- -------- -----
Net sales 5,061 1,642 6,703
Gross profit 4,815 1,000 5,815
Revenue is attributed to individual countries according to the international
online property that generated the revenue. Currently, the Company has no
significant international revenues.
20
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
Note 16: Subsequent Events
The following events occurred subsequent to December 31, 2001:
o On January 2, 2002, the Company, L90 Acquisition Corporation, a
wholly-owned subsidiary of the Company, and L90, Inc. ("L90"), entered
into an Agreement and Plan of Merger, dated as of January 2, 2002 (the
"Merger Agreement"). Pursuant to the Merger Agreement, L90 Acquisition
Corporation will be merged with and into L90, with L90 surviving as a
wholly-owned subsidiary of the Company (the "Merger"). In connection
with the Merger Agreement, William Apfelbaum, John Bohan, Mark Roah
and C.J. Cardinali entered into voting agreements with the Company
pursuant to which, among other things, they have agreed to vote in
favor of the Merger and the Merger Agreement all shares of L90 Common
Stock which they are entitled to vote.
Pursuant to the Merger Agreement, following a special cash distribution
by L90, the Company would acquire all of the outstanding shares of L90
at a price of approximately $0.20 per share or $5.1 million in the
aggregate. The Company's net cash outflow, however, would be $2 million
because L90 would leave $3.1 million in L90 as working capital. The
Merger is subject to L90 shareholder approval and other customary
closing conditions, including that there cannot have been any material
adverse change in L90 or event likely to cause a material adverse
change in L90. On January 28, 2002, the Company received a subpoena
from the Securities Exchange Commission (the "SEC"), requesting
documents relating to L90 in connection with an SEC investigation of
L90. Shortly thereafter, the Company was made aware that the Nasdaq was
also investigating L90. Neither the Company nor its anticipated
acquisition of L90 appear in any way to be related to the matters that
are being investigated by the SEC and Nasdaq. The Company intends to
continue to monitor the SEC and Nasdaq investigations and will proceed
with the L90 transaction only when and if these matters are resolved to
its satisfaction.
o In January 2002, the Company amended its agreement with SFX
Entertainment, inc. Under the prior agreement, the Company was
obligated to repay a note payable in equal monthly installments ending
in August 2002. Under the new agreement, the Company will repay the
note in eight quarterly payments of $107,560, which end in November
2003. The remaining principal balance and accrued interest due after
the November payment is payable in January 2004. The total current
portion of this debt is $290,524.
21
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001
o In January 2002, Case's Ladder, Inc. ("CLI"), a subsidiary of the
Company, entered into a settlement agreement with Krausz Puente LLC
for $75,000 due in six months from the settlement agreement payable in
cash or stock and 10% of the gross proceeds of sale of CLI or
substantially all of its assets within six months of the settlement
agreement. The Company has accrued an estimate of the expenses related
to this matter. (See Note 13 - Commitments and Contingencies,
Item (c)).
o On January 16, 2002, the Company was served with a patent infringement
lawsuit by Tumbleweed Communications Corporation. The Company disputes
the claims, believes they are without merit and will vigorously defend
itself. (See Note 13 - Commitments and Contingencies, Item (e)).
22
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, Gamer's Alliance and
Big Network 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.
L90 MERGER
In January 2002, we entered into an Agreement and Plan of Merger with
L90. In connection with the Merger Agreement, William Apfelbaum, John Bohan,
Mark Roah and C.J. Cardinali entered into voting agreements with eUniverse
pursuant to which, among other things, they have agreed to vote in favor of the
Merger and the Merger Agreement all shares of L90 Common Stock which they are
entitled to vote.
Following a special cash distribution by L90, eUniverse would acquire
all of the outstanding shares of L90 at a price of approximately $0.20 per share
or $5.1 million in the aggregate. Our net cash outflow, however, would be $2
million because L90 would leave $3.1 million in L90 as working capital. The
Merger is subject to L90 shareholder approval and other customary closing
conditions, including that there cannot have been any material adverse change in
L90 or event likely to cause a material adverse change in L90.
On January 28, 2002, we received a subpoena from the SEC, requesting
documents relating to L90 in connection with an SEC investigation of L90.
Shortly thereafter, we were made aware that the Nasdaq was also investigating
L90. Neither eUniverse nor its anticipated acquisition of L90 appear in any way
to be related to the matters that are being investigated by the SEC and Nasdaq.
We intend to continue to monitor the SEC and Nasdaq investigations and will
proceed with the L90 transaction only when and if these matters are resolved to
our satisfaction.
RESULTS OF OPERATIONS - QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2001 VS. 2000
NET REVENUES
Three Months Ended December 31,
--------------------------------
2001 2000 % CHANGE
---- ---- --------
(IN THOUSANDS)
Revenues:
Media/advertising $ 6,358 $4,566 39%
Products and services $ 3,770 $ 0 NA
Total Revenues $10,129 $4,556 122%
Nine Months Ended December 31,
----------------------------------
2001 2000 % CHANGE
---- ---- --------
(IN THOUSANDS)
Revenues:
Media/advertising $16,469 $11,429 44%
Products and services $ 5,412 $ 0 NA
Total Revenues $21,881 $11,429 91%
23
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.
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 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.
Media/Advertising revenue increased by 39% to $6.4 million, or 63% of
total revenues, in the third quarter, from $4.6 million, or 100% of total
revenues, for the same period in 2000 and increased by 44% to $16.5 million, or
75% of total revenues, in the first nine months, from $11.4 million, or 100% of
total revenues, for the same period in 2000. The increases were attributable to
revenue from further expansion of our advertising customer base, the
introduction of new revenue generating advertising tools and certain
acquisitions that have occurred in the past year.
For the nine months ended December 31, 2001, the top 5 customers made
up 62% of media/advertising revenue, up from 35% the prior year. This increase
is due to the Company putting an increased focus on attracting larger and more
stable customers with correspondingly larger advertising budgets. The Company
has also focused on diversifying its revenue base by launching its products and
services segment. As a percentage of total revenue, which includes the Products
and Services segment, the top 5 customers for the nine months ended December 31,
2001 made up only 44% of the total.
Products and Services
We introduced a non-ad based business segment Products and Services in
the second quarter. This segment includes revenues generated by the online
dating site Cupid Junction, sales of various e-commerce products and services
fulfilled through unaffiliated suppliers, and operation of various skilled
gaming sites. These initiatives have enabled the Company to diversify the
revenue base beyond advertising. Cupid Junction sells credits which customers
use to contact potential dates and AllyoucanInk sells various ink jet
cartridges. Revenues from Products and Services for the third quarter were $3.8
million, or 37% of total revenues. Revenues from Products and Services for the
nine months ending December 2001 were $5.4 million, or 25% of total revenues.
No single customer makes up a significant percentage of Products and
Services revenue, as this segment serves primarily consumers.
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 nine months, barter
transactions increased to $325,000, or 1% of total revenues, up from $125,000,
or 2% of total revenues in the same period in 2000.
We expect that advertising revenues will continue to grow as a result
of our initiatives to expand and diversify our customer base as well as
directing website traffic to recently acquired sites and pursuing
cross-marketing opportunities with these sites. 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, and expects to continue growing these businesses and
expanding its non-advertising based offerings.
24
OPERATING COSTS
Our operating costs were as follows for the periods indicated:
Three Months Ended December 31,
--------------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $2,510 $ 345 628%
Sales and marketing .............. $1,251 $1,950 (36%)
Product development .............. $1,837 $1,026 79%
General and administrative ....... $2,255 $1,097 106%
Amortization of goodwill and other
intangibles, stock compensation
and other ........................ $ 371 $2,894 (87%)
Total Operating Costs ............ $8,224 $7,312 12%
Nine Months Ended December 31,
---------------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $ 3,601 $ 1,557 131%
Sales and marketing .............. $ 4,270 $ 6,793 (37%)
Product development .............. $ 4,651 $ 2,781 67%
General and administrative ....... $ 5,422 $ 3,407 59%
Amortization of goodwill and other
intangibles, stock compensation
and other ........................ $ 710 $ 6,821 (90%)
Total Operating Costs ............ $18,654 $21,359 (13%)
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 628% to $2.5 million, or 25% of total
revenues, in the second quarter, from $345,000, or 8% of total revenues, for the
same period in 2000 and increased by 131% to $3.6 million, or 16% of total
revenues, in the first nine months, from $1.5 million, or 14% of total revenues,
from the same period in 2000. Cost of revenues in the third quarter increased
primarily as a result of an increase in sales of various products and services
in the e-commerce business. We expect cost of revenues to moderately increase as
a percentage of revenues as the company builds it suite of products and
services.
In the products and services segment, there exists a significant
concentration risk in our inkjet cartridges business. We use a single supplier
and fulfillment provider for our entire inkjet cartridge inventory, however we
plan to add additional suppliers to reduce this risk.
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.
25
Sales and marketing costs decreased by 36% to $1.3 million, or 12% of
total revenues, in the third quarter, from $2.0 million, or 43% of total
revenues, for the same period 2000 and decreased by 37% to $4.3 million, or 20%
of total revenues in the first nine months, from $6.8 million, or 59% of total
revenues, for the same period 2000. The decrease was primarily due to the
restructuring of web site development revenue-sharing contracts the Company
completed 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 $1.0 million due
to the aforementioned restructuring of content creator commissions, a decline in
bad debt expense of $131,000 due to increased collections activity, and reduced
consulting services of $71,000. These were partially offset by an increase in
public relations, advertising and promotion of $285,000 and an increase in
salaries of $216,000.
Specific changes for the first nine months over the same period last
year include the following: a decrease in commissions to content creators of
$3.0 million, a decrease in consulting services of $312,000 partially offset by
an increase in salaries of $644,000.
Advertising/Promotion expense for the third quarter was $297,000, which
included $220,000 of online email advertising and amortization of warrants
related to marketing agreements. For the prior year, advertising/promotion
expense was $66,000, which included no barter expense.
Stock-based compensation expenses of approximately $0 and $297,000 for
the nine months ended December 2001 and 2000, respectively, are excluded from
sales and marketing costs and shown separately in the financial statements.
We plan to continue 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 79% to $1.8 million, or
18% of total revenues, in the third quarter, from $1.0 million, or 23% of total
revenues, for the same period in 2000 and increased by 67% to $4.7 million, or
21% of total revenues in the first nine months, from $2.8 million, or 24% of
total revenues, for the same period in 2000. The increases were primarily a
result of growth in salaries, consulting costs 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 nine months
ended December 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 $369,000, increase in
facilities and Internet fees of $314,000 and an increase in consulting services
of $122,000.
Specific changes for the first nine months over the same period last
year include the following: increase in payroll and related costs of $888,000,
increase in facilities and Internet fees of $1,043,000 and a decrease in
consulting services of $58,000.
We anticipate that product development costs will continue to increase
in the short term due to an increase in compensation expenses for design and
development of new products and services and that Internet costs will increase
commensurate with our revenue and traffic increases, however, in the long term,
we should achieve economies of scale as our revenues increase from these new
offerings.
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 106% to $2.3 million, or
22% of total revenues, in the second quarter, from $1.1 million, or 24% of total
revenues, for the same period in 2000 and increased by 59% to $5.4 million, or
25% of total revenues, in the first nine months, from $3.4 million, or 30% of
total revenues, for the same period in 2000. The increases were due primarily to
growth in the number of administrative personnel,
26
expansion of facilities and computer systems, and an increase in legal and
consulting 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 $344,000, consulting
services of $78,000, outside legal services of $549,000, and other office,
depreciation and facility expense of $187,000.
Specific increases for the first nine months over the same period last
year include the following: payroll and related costs of $762,000, consulting
services of $252,000, outside legal services of $678,000, other office,
depreciation and facility expense increases of $412,000 partially offset by
declines in recruiting and other expenses of $90,000.
Stock-based compensation expenses of approximately $0 and $(165,000)
for the nine months ended December 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 experience
moderate increases 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 December 31,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Amortization of goodwill and other intangibles $178 $632 (72%)
Nine Months Ended December 31,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Amortization of goodwill and other intangibles $226 $1,774 (87%)
The Company adopted FAS141 and FAS142 effective April 1, 2001 and
accordingly, there was a minimal cost of $178,000 associated with amortization
of goodwill and other intangibles for the quarter ending December 31, 2001, as
compared to a cost of $632,000 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 December 31, 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.
27
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
re-priced in December 1999.
Three Months Ended December 31,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Stock-based Compensation $0 $200 NM
Six Months Ended September 30,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Stock-based Compensation $0 $(113) NM
There was no cost associated with stock compensation for the quarter
and nine months ending December 31, 2001, as compared to $200,000 and $(113,000)
for the same periods in 2000 due to our stock price trading at less than the
weighted average price of the re-priced options outstanding for the periods.
INTEREST AND OTHER INCOME, NET
Three Months Ended December 31,
--------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Interest income $ 14 $ 5 170%
Interest and other financing expenses $(207) $(2,068) (90%)
Nine Months Ended September 31,
---------------------------------
2001 2000 % Change
---- ---- --------
(IN THOUSANDS)
Interest income $ 14 $ 17 (17%)
Interest and other financing expenses $(502) $(4,950) (90%)
Interest and financing expense decreased 90% to $207,000 in the third
quarter, from $2.0 million in the same period in 2000 and decreased by 90% to
$497,000 in the first nine months, from $4.9 million, from the same period in
2000. The prior periods included financing charges of $2.2 million related to
the issuance of warrants in September 2000 in connection with short-term loans
provided during the period by New Technology Holdings a/k/a 550 Digital Media
Ventures (an affiliate of Sony); VideoGame Partners $1.8 million, and $800,000
related to the issuance of warrants in connection with other financing. The
remaining expense includes interest on notes to certain content creators and New
Technology Holdings, SFX, and VideoGame Partners notes.
28
INCOME TAXES
Due to operating losses incurred since inception, we did not record a
provision for income taxes in the quarters ending December 31, 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 December 31,
------------------------------------
2001 2000 % Change
---- ---- --------
(in thousands)
Net Income (Loss) $2,009 $(3,058) NM
Nine Months Ended December 31,
------------------------------------
2001 2000 % Change
---- ---- --------
(in thousands)
Net Income (Loss) $3,255 $(23,848) NM
For quarter ended December 31, 2001, the Company reported net income of
$2.0 million compared to a loss of $3.1 million for the same period in 2000, and
for the nine months ended December 31, 2001, the Company reported net income of
$3.3 million compared to a loss of $23.8 million for the same period in 2000.
We expect a continued increase in net income as our business continues
to expand, and our operating costs to decrease as a percentage of revenue.
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 $5 million from the Sony
transaction in October 2001) 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. The Company has also
generated cash flow from its recently launched products and services segment.
Net cash provided/(used) by operating activities was $4.9 million and
($6.5) million for the nine months ended December 31, 2001 and 2000,
respectively.
Net operating cash flows for the nine months ended December 31, 2001
consist of $3,256,000 net income; non-cash expenses including depreciation and
amortization of $449,000; bad debt charges of $354,000; stock and warrants
granted to consultants and affiliates of $343,000; warrants granted to Series A
shareholders for approval of the Sony transaction of $110,000; a net increase in
payables and other current liabilities of $1,030,000; and other activity of
$138,000. These increases in operating cash flows were partially offset by an
increase in receivables and other current assets of $779,000. 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/(provided) in/(by) investing activities was $2,000,160
and ($474,000) for the nine months ended December 31, 2001 and 2000,
respectively. In the current period, $944,000 was used to purchase various
databases of subscribers; $670,000 for the purchase web sites and related
assets; and $386,000 for the purchase of computer and other fixed assets. Net
cash provided by investing activities for
29
2000 included the sale of CD Universe for $1,000,000; offset by $318,000 in
fixed asset purchases and $208,000 for other assets and deposits.
Net cash provided by financing activities was $4,585,000 and $3,966,000
for the nine months ended December 31, 2001 and 2000 respectively. The
$4.6 million resulted from proceeds of $5,000,000 from the sale of
Preferred Series B shares to 550 Digital Media on October 23, 2001; partially
offset by payments of obligations. Net cash provided in the prior period of
$3,966,000 million resulted from proceeds of short-term loans from new
investors.
As of December 31, 2001, the Company's principal commitments include
obligations for leases amounting to approximately $425,000, 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 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. 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.
A $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.
The Company expects that it will have adequate working capital for the
next 12 months.
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.
30
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
hearing has been scheduled to begin on April 30, 2002.
On December 6, 2001, the Company filed a lawsuit against the EP Funds
in Los Angeles Superior Court (the "California Action") for, among other things,
breach of an agreement by the EP Funds to arbitrate any dispute arising out of
their investment in the Company in a location of the Company's choice and in
accordance with the dispute resolution rules of the National Association of
Securities Dealers ("NASD"). On January 29, 2002, the Court denied the Company's
motion to compel the EP Funds to arbitrate their dispute in Los Angeles under
NASD rules and to stay the AAA Arbitration. The Company will, therefore,
vigorously defend itself in the AAA Arbitration while maintaining its objection
to the AAA's jurisdiction over this matter. With respect to the California
Action, the EP Funds have challenged the jurisdiction of the Los Angeles
Superior Court over the Funds and the Company has opposed the EP Funds' motion
to quash service of summons based on the alleged lack of jurisdiction. Whether
and how the California Action will proceed will be determined upon resolution of
the issue of jurisdiction. In any event, and as previously stated, the Company
disputes the EP Funds' alleged claims and believes that they are without merit.
The Company also intends to vigorously pursue its claims against the EP Funds in
the most expedient and effective forum available.
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
added Case's Ladder as a defendant in the Krausz Litigation because it contended
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 conveyed from Lessees in an effort to shield the assets from
creditors, including the plaintiff. In January 2002, CLI entered into a
settlement and release agreement ("Settlement Agreement")
31
with plaintiff whereby, in exchange for a release of all claims against CLI and
its affiliates (including the Company), CLI agreed to pay plaintiff (i)
$75,000.00 due in six months from the date of the Settlement Agreement and
payable in cash or Company common stock, and (ii) ten percent (10%) of gross
proceeds from a sale of CLI by eUniverse, or a sale by CLI of all or
substantially all of its assets, occurring within six (6) months from the date
of the Settlement Agreement. The payments to be made by CLI under the Settlement
Agreement are guaranteed by the Company.
As previously disclosed, 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. There have been no material developments in this
matter since the Company's last 10Q filing.
On January 16, 2002, the Company was served with a patent infringement
lawsuit filed against it by Tumbleweed Communications Corp. ("Tumbleweed") in
the United States District Court for the Northern District of California (the
"Tumbleweed Case"). The Amended Complaint filed by Tumbleweed alleges that
online greeting products and services offered by the Company on certain of its
websites infringe one or more claims of two patents held by Tumbleweed and
respectively entitled "Private, Trackable URLs For Directed Document Delivery"
(the "407 Patent") and "Electronic Document Delivery System In Which
Notification Of Said Electronic Document Is Sent To A Recipient Thereof" (the
"790 Patent"). On February 5, 2002, the Company filed an answer and counterclaim
in the Tumbleweed Case denying Tumbleweed's allegations and seeking declaratory
judgment from the Court to the effect that (i) the Company has not and does not
infringe either the 407 or 790 Patents and (ii) the claims of the 407 and 790
Patents are invalid and unenforceable. In short, the Company disputes
Tumbleweed's claims, believes that they are without merit, and will vigorously
defend itself in the Tumbleweed Case.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
As of October 22, 2001, the Company issued, in the aggregate, 93,056
warrants to certain of its Series A Preferred Shareholders in consideration for
their consent to delay conversion rights with respect to certain of the Series A
Preferred and amendment of the conversion price of the Series A Preferred. (See
Part II, Item 4 for a more detailed description.)
On October 22, 2001, an aggregate of 50,000 shares of eUniverse common
stock were issued to certain former shareholders of The Big Network, Inc.
pursuant to an Amended and Restated Settlement and Release Agreement dated as of
June 1, 2001 by and among the Company, Brad D. Greenspan, individually and as
Chairman of the Board of Directors and Chief Executive Officer of the Company,
and Michael Sellers, as authorized representative on behalf of all of the former
shareholders of The Big Network, Inc., in connection with settlement of three
previously disclosed lawsuits involving the Company, Brad D. Greenspan and
certain former shareholders of The Big Network, Inc. pending in Alameda County,
California. The shares issued were valued at $105,000 based on the closing sale
price of the Company's common stock on May 31, 2001, the date that the Company's
Board of Directors approved the settlement agreement.
As of November 26, 2001, the Company purchased the assets of VIZX
Corporation known as eMusicGames.com and SportsTriviaClub.com in exchange for,
inter alia, 30,349 shares of the Company's common stock valued at $100,000.
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.
32
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As of October 22, 2001, the Company received the requisite consent of
at least 75% of the shares of its Series A 6% Convertible Preferred Stock (the
"Series A Preferred") and at least 75% of the holders of its Series A Preferred
(the "Series A Preferred Stockholders) to delay the conversion rights with
respect to certain of the Series A Preferred and amendment of the conversion
price of the Series A Preferred. In consideration for the consent by the Series
A Preferred Stockholders to the foregoing items, together with approval of the
Stock Purchase Agreement by and between the Company and 550 Digital Media
Ventures, Inc. ("550 DMV") and the Share Purchase Agreement by and among the
Company, Indimi, L.L.C., Indimi Inc., 550 DMV and Sony Music Entertainment Inc.
as described in the Company's Form 10-Q filed with the SEC on November 14, 2001,
the Company issued to each consenting Series A Preferred Stockholder warrants
with a cashless exercise price to purchase the number of shares of the Company's
common stock equal to 10% of the number of shares of Series A Preferred held by
the stockholder, at an exercise price of $1.75 per share, exercisable for a
two-year period beginning twelve months after the filing of the amendment to the
Series A Preferred Certificate of Designation called for by the consent. As
further consideration for the Series A Preferred Stockholders' consent, the
conversion price of the Series A Preferred will be subject to a weighted average
adjustment to reduce dilution in the event that the Company issues additional
equity securities at a purchase price below the applicable conversion price for
the Series A Preferred.
33
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)
34
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)
35
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.(15)
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.(15)
10.60 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Bridge Ventures, Inc.,
dated September 25, 2001.(15)
10.61 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Nicholas Agriogianis, dated
September 25, 2001.(15)
10.62 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Marci Zaroff, dated
September 25, 2001.(15)
10.63 -- Agreement and Plan of Merger, dated as of January 2, 2002, by and among eUniverse,
Inc., a Nevada corporation, L90 Acquisition Corporation, a Delaware corporation,
and L90, Inc., a Delaware corporation.(16)
10.64 -- Form of Voting Agreement between eUniverse, Inc. and each of William
Apfelbaum, John Bohan, Mark Roah and C.J. Cardinali.(16)
10.65 -- Form of Warrant issued to certain eUniverse, Inc. Series A Preferred Stockholders as of
October 22, 2001.*
21.01 -- Subsidiaries of eUniverse, Inc.(5)
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* 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.
(15) Incorporated by reference to eUniverse's Form 10-Q filed on November 14,
2001.
(16) Incorporated by reference to eUniverse's Form 8-K filed on January 10,
2002.
(b) Reports on Form 8-K
A Current Report on Form 8-K was filed by the Company with the SEC on
November 7, 2001 to report the closing of the Stock Purchase Agreement dated as
of July 13, 2001 by and between the Company and 550 Digital Media Ventures Inc.
("550 DMV") and the Share Purchase Agreement dated as of July 13, 2001 by and
among the Company, Indimi Inc., Indimi, L.L.C., 550 DMV and Sony Music
Entertainment Inc.
36
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: February 14, 2002 By /s/ JOSEPH L. VARRAVETO
---------------------------------
Joseph L. Varraveto
Chief Financial Officer
(Principal Financial Officer)
and Registrant's Authorized Officer
37