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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2002
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.)
6060 CENTER DRIVE, SUITE #300
LOS ANGELES, CALIFORNIA 90045
(Address of principal executive offices) (Zip Code)
310-215-1001
(Registrant's telephone number, including area code)
Indicate by check whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of July 31, 2002, there were 24,268,034 shares of eUniverse, Inc.
common stock outstanding.
eUNIVERSE, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited).................................3
Consolidated Balance Sheets, June 30, 2002 and March 31, 2002.......3
Consolidated Statements of Operations, for the three
months ended June 30, 2002 and 2001.................................4
Statements of Cash Flows, for the three months ended
June 30, 2002 and 2001 .............................................5
Notes to Financial Statements ......................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION .............................13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......17
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ......................17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...............................18
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
eUNIVERSE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
June 30, March 31,
2002 2002
------------ -------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ...................................... $ 7,283,561 $ 8,007,784
Accounts receivable, net of allowances for
doubtful accounts of $487,239 and $452,239, respectively .... 5,083,140 5,022,745
Inventory ..................................................... 331,983 -
Prepaid expenses .............................................. 1,736,084 1,488,069
Deferred charges and other current assets ..................... 531,900 551,100
------------ ------------
Total Current Assets 14,966,668 15,069,698
RESTRICTED CASH ..................................................... 1,281,000
FURNITURE AND EQUIPMENT, less accumulated depreciation
of $705,942 and $563,120, respectively ......................... 2,472,578 2,293,836
GOODWILL, net of amortization of $545,769
and $545,769 respectively ...................................... 12,332,575 12,298,241
OTHER INTANGIBLES, net of amortization of $864,857 and $649,803
respectively .................................................... 4,587,362 4,576,249
Deferred charges .................................................... 59,146 197,222
Deposits and other assets ........................................... 444,237 142,407
------------ ------------
TOTAL ASSETS $ 36,143,566 $ 34,577,653
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ............................................... $ 1,983,373 $ 2,253,811
Accrued expenses ............................................... 4,736,420 4,153,122
Deferred Revenue ............................................... 484,763 1,033,698
Notes payable .................................................. 2,718,125 3,010,918
Current maturities of notes payable, affiliates ................ 321,193 393,672
Capitalizable lease obligations, current ....................... 509,950 28,028
------------ ------------
Total Current Liabilities 10,753,824 10,873,250
------------ ------------
LONG-TERM DEBT ...................................................... 636,210 1,370,404
LONG-TERM DEBT AFFILIATES, LESS CURRENT MATURITIES .................. 527,715 1,657,781
CAPITALIZED LEASE OBLIGATIONS ....................................... 537,525 -
SHAREHOLDERS' EQUITY
Preferred stock, $.10 par value; 40,000,000 shares
authorized; 2,872,665 and 2,872,665 shares
issued and outstanding, respectively ...................... 287,267 287,267
Common stock, $.001 par value; 250,000,000 shares authorized;
23,833,586 and 23,542,219 issued and outstanding, respectively 23,834 23,542
Treasury stock ................................................. (36,000) (36,000)
Additional paid-in capital ..................................... 69,497,137 68,978,054
Deferred stock compensation cost ............................... (211,874) (211,874)
Retained deficit ............................................... (45,872,072) (48,364,771)
------------ ------------
Total Shareholders' Equity 23,688,292 20,676,219
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................... $ 36,143,566 $ 34,577,653
============ ============
The accompanying notes are an integral part of these financial statements.
3
eUNIVERSE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30,
2002 2001
--------------------------
REVENUE ............................................. $11,411,773 $ 5,049,613
COST OF GOODS SOLD .................................. 2,984,272 204,194
GROSS PROFIT ........................................ 8,427,502 4,845,419
OPERATING EXPENSES:
Marketing and sales ............................. 1,418,765 1,806,601
Product development ............................. 2,088,773 1,039,255
General and administrative ...................... 2,844,509 1,482,671
Amortization of goodwill
and other intangibles .......................... 187,457 -
----------- -----------
TOTAL OPERATING EXPENSES ............................ 6,539,504 4,328,527
----------- -----------
OPERATING INCOME 1,887,997 516,892
NONOPERATING INCOME (EXPENSE)
Interest income ................................. 10,405 148
Interest and other financing expense ............ (154,885) (122,132)
Cancellation of stock options ................... (452,000)
Other gains and losses .......................... (24,000) -
----------- -----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,267,517 394,908
INCOME TAXES ........................................ - -
----------- -----------
INCOME FROM CONTINUING OPERATIONS $ 1,267,517 $ 394,908
----------- -----------
DISCONTINUED OPERATIONS:
Loss from operations discontinued segment
(net of applicable income taxes of $0) ......... (43,818) -
EXTRAORDINARY GAIN .................................. 1,269,000 -
----------- -----------
NET INCOME $ 2,492,699 $ 394,908
=========== ===========
Continuing operations earnings per common share ..... $ 0.05 $ 0.02
Discontinued operations earnings per common share ... $ - $ -
Extraordinary gain per common share ................. $ 0.06
----------- -----------
Basic earnings per common share ..................... $ 0.11 $ 0.02
----------- -----------
Diluted earnings per common share ................... $ 0.08 $ 0.01
----------- -----------
Basic weighted average common
shares outstanding ................................. 23,609,260 18,933,081
----------- -----------
Shares outstanding for diluted earnings per share ... 32,199,797 30,981,323
----------- -----------
The accompanying notes are an integral part of these financial statements.
4
eUNIVERSE, INC. AND SUBSIDIARIES
Statements of Cash flows
(Unaudited)
Three Months Ended June 30,
---------------------------
2002 2001
---------------------------
OPERATING ACTIVITIES
Net income ................................................... $ 2,492,699 $ 394,908
Transactions not requiring cash:
Depreciation .............................................. 142,821 106,539
Amortization .............................................. 187,457 -
Loss from discontinued operations ......................... 43,818 -
Extraordinary Gain from retirement of debt ................. (1,269,000) -
Bad Debts ................................................. 35,000 291,694
Loss on write-off of investment ........................... - -
Stock and warrants granted to
outside consultants and affiliates .................... 60 169,452
Changes in current assets .................................... (585,083) (884,805)
Changes in current liabilities ............................... (236,076) 354,596
Others ....................................................... (36,398) (81,144)
---------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 775,298 351,240
---------------------------
INVESTING ACTIVITIES
Proceeds through acquisitions ................................ - -
Payment for investment ....................................... (250,000) -
Proceeds through reverse acquisition ......................... - -
Proceeds through sale of assets .............................. - -
Changes in other assets ...................................... - -
Purchases of fixed assets .................................... (321,563) (68,923)
Purchases of intangible assets ............................... (243,163) (400,000)
---------------------------
NET CASH USED IN INVESTING ACTIVITIES (814,726) (468,923)
---------------------------
FINANCING ACTIVITIES
Repayment of short term notes ................................ (7,137) -
Proceeds from capitalized lease obligations .................. 1,100,000
Repayment of long term notes ................................. (496,657)
Increase in non-current restricted cash in connection
with lease obligations.................................... (1,281,000)
Advance to investor .......................................... - (100,000)
---------------------------
NET CASH USED IN FINANCING ACTIVITIES (684,794) (100,000)
---------------------------
CHANGE IN CASH AND CASH EQUIVALENTS .............................. (724,222) (217,683)
Cash and cash equivalents,
beginning of period ............................................. 8,007,784 218,841
---------------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ............................................. 7,283,561 $ 1,159
===========================
CASH PAID DURING THE YEAR FOR:
Interest Expense ............................................. $ 37,829 $ -
===========================
Income taxes ................................................. $ - $ -
===========================
The accompanying notes are an integral part of these financial statements.
5
eUNIVERSE, INC. AND SUBSIDIARIES
Statements of Cash flows
(Unaudited)
Quarter Ended June 30,
---------------------------
2002 2001
---------------------------
OTHER NON-CASH FINANCIAL ACTIVITIES
Stock issued in connection with acquisitions:
Acquisition Gamer's Alliance ...................................... - 403,576
Acquisition of ratedfun.com ....................................... - 18,750
Stock issued to employees, 7,992 and 16,653 shares respectively ........ - 25,000
Warrants issued in connection with services
Performed and to be performed(1) ..................................... - 473,359
Shares cancelled in payment of amounts due from employees .............. - (34,000)
Shares issued to Isosceles(2) .......................................... - 212,500
Non-cash retirement of debt to developers of JustSayWow and Send4Fun (3) 1,260,290 -
Shares issued to Saggi Capital in connection with payment of note (4)... 450,000 -
(1) The Company agreed to a two year investor realtions 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%, avolatility of 128% with no expected dividend yield and a life of
two years. The warrants expire on 4/3/2003.
(2) Shares issued in satisfaction of settlement agreement February 2, 2001
with the Isosceles Fun Limited.
(3) During the quarter ended June 30, 2002, the Company entered into a
settlement agreement to retire notes due of $1,663,319 for a cash payment of
$403,029 resulting in an extraordinary gain.
(4) Saggi Capital expressed its intention to exercise its conversion rights to a
$450,000 note and related accrued interest prior to June 30, 2002. The Company
will issue 233,430 shares of Company common stock pursuant to this agreement,
and the amounts are reflected as equity for the period ended June 30, 2002.
The accompanying notes are an integral part of these financial statements.
6
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and 2001
(1) ORGANIZATION AND LINE OF BUSINESS
eUniverse, Inc. (the "Company") is a Nevada Corporation engaged in developing
and operating a network of Web sites providing entertainment-oriented content
and certain proprietary products and services. During the reporting period, the
Company had two primary reporting segments: (1) Media/Advertising, and (2)
Products and Services. The Company conducts operations from facilities located
in Los Angeles, CA; New York, NY and Mount Vernon, WA. The financial statements
being presented include the accounts of eUniverse, Inc. and its wholly owned
subsidiaries. Prior to fiscal year 2002, the Company engaged in sales of audio
CDs, videotapes (VHS), and digital videodisks ("DVDs") over the Internet. This
business was discontinued in October 2000. All significant inter-company
transactions and balances have been eliminated in consolidation.
(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, 2002.
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
three months ended June 30, 2002 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, including sales of products and services. Service revenue includes
fees from the sale of non-refundable memberships and sponsorships that are
recognized ratably as earned. Service revenue also includes 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, but are not limited to, sales of laser and inkjet printer
supplies. For these transactions, the Company recognizes revenue upon shipment
of its products. Revenue includes shipping and handling charges. Fulfillment for
these products is outsourced to an independent third party.
Barter transactions are recorded at the lower of the estimated fair value of
advertisements received or the estimated fair value of the advertisements given
with the difference recorded as an advance or prepaid. During the quarters ended
June 30, 2002 and 2001, the Company recorded $188,000 and $325,000 as bartered
advertising revenue, respectively.
INVENTORY
Inventory is composed of inkjet and laser printer cartridges and various
consumer merchandise, primarily digital cameras and other electronic products.
Inventories are held by unrelated third parties who operate the Company's order
fulfillment. Inkjet and laser printer cartridge inventory is purchased and title
is transferred to the Company automatically as orders are accepted from
customers. All other inventories are purchased from suppliers and title
transferred upon receipt of goods.
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 and are
being amortized on a straight-line basis over a period of 2 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
June 30, 2002 and 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 three months ended June
30, 2002 and 2001 advertising expense from continuing operations amounted to
$338,808 and $426,067, respectively. The Company had no direct-response
advertising during the periods presented.
(3) MAJOR CUSTOMERS
In the quarter ended June 30, 2002, approximately 13% of the Company's revenues
resulted from five customers ranging from 2% to 3% of revenues each. In the
quarter ended June 30, 2001, approximately 52% of revenues were generated from
the top five customers.
(4) AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS
The net carrying value of goodwill and other intangibles recorded through
acquisitions is $16,919,937 and $16,874,490 as of June 30, 2002 and March 31,
2002, respectively. Effective April 1, 2001, the Company adopted SFAS141 and
SFAS142. These assets will be assessed for impairment at least annually or upon
an adverse change in operations. The assets were amortized on a straight-line
basis over five years effective beginning January 1, 2001. Intangibles purchased
since that time are being amortized on a straight-line basis over two to five
years. 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,
2002, the Company has not noted any material adverse events that could cause an
impairment of the net carrying value of goodwill or other intangible assets as
of June 30, 2002.
The following are the goodwill and other intangible assets that will no longer
be amortized:
June 30, March 31,
-----------------------------------
2002 2002
-----------------------------------
Intangible Assets $ 1,473,302 $ 1,473,302
Goodwill 12,332,575 12,298,241
-----------------------------------
Total $13,805,877 $13,771,543
(5) FIXED ASSETS
Fixed assets, at cost, consist of the following:
June 30, March 31,
------------------------------
2002 2002
------------------------------
Furniture and fixtures $26,593 $26,593
Computers and equipment 2,885,524 2,568,297
Leasehold improvements 4,336 -
Purchased software 262,067 262,067
------------------------------
3,178,520 2,856,957
Less: accumulated depreciation (705,942) (563,120)
------------------------------
Fixed assets, Net $2,472,578 $2,293,836
==============================
Accumulated amortization of purchased software as of June 30, 2002 and March 31,
2002 is $120,494 and $109,658, respectively.
Depreciation expense for the reporting periods was as follows:
Three Months Ended
June 30,
2002 2001
------ ------
Depreciation expense.......................... $142,821 $106,539
8
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and 2001
(6) PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses consist of the short-term portion of the fair value of warrants
or options issued or cash payments made in advance for marketing or other
services to be rendered as follows:
June 30, March 31,
--------------------------
2002 2002
--------------------------
Co-marketing agreement shares $ 284,498 $ 326,700
Prepaid eGames advance 285,000 300,000
Prepaid marketing expenses 349,293 107,142
Prepaid investment banking expenses - 23,333
Prepaid investor relations expenses 7,742 9,677
Prepaid licensing agreements 194,146 242,521
Prepaid insurance, advances & other 155,406 141,604
Prepaid inventory - 337,092
Deposit for contingent acquisition(1) 460,000 -
--------------------------
$1,736,084 $1,488,069
==========================
(1) Returned on July 3, 2002.
(7) 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 13 - Warrants).
June 30, March 31,
-------------------------
2002 2002
-------------------------
Warrants:
Granted for investor relations services $383,367 $ 492,718
Granted for Web site development services 207,679 255,604
-------------------------
591,046 748,322
Less: Non-current portion
Granted for investor relations services (43,170) (133,321)
Granted for Web site development services (15,976) (63,901)
-------------------------
Non-current portion (59,146) (197,222)
-------------------------
Total $531,900 $ 551,100
=========================
(8) NOTES PAYABLE
Notes payable consist of the following:
June 30, March 31,
-----------------------------
2002 2002
-----------------------------
Notes payable:
550 Digital Media Ventures (Sony) (1) $2,289,763 $2,289,764
FunBug 80,000 80,000
Funny Greetings - Affiliate 393,672 393,672
Saggi Capital (2) - 450,000
SFX Entertainment, Inc. (3) 328,362 313,626
-----------------------------
3,091,797 3,527,062
Less: discount on notes (52,479) (122,472)
-----------------------------
$3,039,318 $3,404,590
=============================
1. Due to Sony subsidiary 550 Digital Media Ventures on March 31, 2003. The note
is convertible to common or preferred stock subject to certain conditions and is
collateralized by a blanket lien on the assets of the Company. The note accrues
interest at the prime rate plus 2%.
2. On August 13, 2001, Saggi Capital purchased the $450,000 note from Videogame
Partners. The note was payable in stock on June 12, 2002 and accrued interest at
8%. Saggi Capital expressed its intention to exercise its conversion rights
pursuant to the agreement prior to June 30,2002. As a result, the Company will
issue to Saggi 233,430 shares of Company common stock for the principal and
related accrued interest. The conversion of the note and accrued interest have
been reflected as converted into equity for the period ended June 30,2002.
3. In January 2002, the payment terms of this note were extended to January 1,
2004 from August 26, 2002. The note is collateralized by 2,600,000 shares of
common stock owned by Brad D. Greenspan. Principal and interest payments are
quarterly over the life of the note with an effective interest rate of 18.51%.
9
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and 2001
(9) LONG TERM DEBT
Long Term Debt - Affiliates and Other consist of the following:
INSERT 6
June 30, March 31,
---------------------------
2002 2002
---------------------------
Long term debt:
Deb'sFunPages - Affiliate (1) 287,336 287,336
FunBug 120,000 120,000
FunnyGreetings - Affiliate (2) 240,379 353,493
FunPageLand (1) 112,863 112,863
JustSayWow (1) (3) - 951,313
Send4Fun (1) (3) - 712,006
SFX 403,347 491,174
---------------------------
$1,163,925 $3,028,185
===========================
1. As of March 1, 2001 the Company entered into settlements of amounts due
pursuant to agreements and promissory notes with certain existing employees that
had developed Web sites as listed above and related content for the Company.
Obligations were settled by entering into promissory notes having a term of 30
months and with the entire principal due on September 1, 2003. Interest accrues
at 8% with payments of interest only payable at different dates for the various
notes through September 2003. The note holders have the right at any time to
convert the unpaid balance of the note into shares of unregistered, restricted
common stock of the Company at $6 per share.
2. 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 $240,379.
3. In June 2002, the Company recognized an extraordinary gain from the early
retirement of the principal and related accrued interest. This retirement of
debt resulted in the Company recognizing an extraordinary gain of $1.269
million.
(10) CAPITALIZED LEASE OBLIGATION
On May 3, 2002, the Company entered into a 24 month master lease and security
agreement to borrow $1.1 million from Transamerica Equipment Financial Services
Corporation for the sales leaseback of certain equipment necessary to run the
eUniverse network of Web sites. The lease rate excluding applicable sales taxes
is $52,525 per month and is secured by an $825,000 letter of credit, or 75% of
the principal due at the origination of the lease.
(11) ACCRUED EXPENSES
June 30, March 31,
-------------------------------
2002 2002
-------------------------------
Accrued professional services $ 891,722 $ 757,430
Accrued compensation 818,613 868,613
Accrued royalties 489,130 487,130
Accrued interest 475,438 486,312
Accrued acquisition payments 331,734 397,558
Accrued affiliate payments 173,502 212,345
Accrued marketing - 58,250
Accrued payments for retirement of options 452,898 -
Other accrued expenses 1,103,383 885,484
-------------------------------
Total $4,736,420 $4,153,122
===============================
10
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and 2001
(12) COMMITMENTS AND CONTINGENCIES
a) The Company leases various facilities under non-cancelable operating
lease agreements that expire within the next five years. Future
minimum lease payments under these non-cancelable operating leases are
as follows:
June 30,
2002
------------
2003 $ 823,959
2004 857,026
2005 811,150
2006 583,578
2007 48,750
------------
Total $3,124,463
============
On May 6, 2002, the Company entered into an agreement to sublease additional
office space for its new headquarters in Los Angeles, CA. The agreement expires
May 6, 2006. The rental rate is $44,613 per month with 3% annual escalation
through the expiration date.
Rent expense from continuing operations for the reporting periods were as
follows:
Three Months Ended
June 30,
2002 2001
------ ------
Rent expense................................ $253,934 $113,851
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 cash
and warrant consideration called for under the agreement. The Company denies
AKI's allegations and has asserted defenses to the claims including the failure
of AKI to perform its obligations under the consulting agreement, which the
Company formally terminated on June 29, 2001, approximately 45 days after the
effective date of the agreement. There have been no material developments in
this matter since the Company's last filing.
The company entered into certain revenue sharing arrangements during the year.
Expense related to these agreements were $249,230 for the current year with
approximately $180,000 owed as of June 30, 2002.
(13) EQUITY COMPENSATION PLAN
STOCK OPTIONS:
Under the Company's 1999 Stock Award Plan, stock options may be granted to
officers, directors, employees and consultants. An aggregate of 9,000,000 shares
of common stock have been reserved for issuance under the Plan. Typically,
options granted under the plan will vest ratably over 3 years with 1/3 vesting
after 12 months and the remaining vesting in 1/12 increments each 3 months
thereafter. During the quarter ended June 30, 2002, the Company issued 93,720
shares with exercise prices ranging from $4.27 to $5.41. As of June 30, 2002,
7,846,951 options were outstanding at a weighted average price of $3.52 and
3,161,996 were exercisable at a weighted average price of $4.57.
The Company uses the intrinsic value method (APB Opinion 25) to account for its
stock options granted to officers, directors, and employees. Under this method,
compensation expense is recorded over the vesting period based on the difference
between the exercise price and quoted market price on the date the options are
granted. Since the company has granted all its stock options at an exercise
price equal to or above the quoted market value on the measurement date, no
compensation expense related to grants of stock options to employees has been
recorded.
Pursuant to FASB Interpretation No. 44, the Company accounts for its repriced
options as a variable plan. Compensation is measured as the difference between
the fair market value and the exercise price of the option at the reporting
period, recognized in the financial statements over the service period.
On July 12, 2002, the Company agreed to pay approximately $452,000 to various
stock option holders in exchange for the cancellation of approximately 700,000
options. (See Note 15 -Subsequent Events).
11
eUNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and 2001
WARRANTS:
The Company has granted warrants to purchase common stock in connection with
debt and services.
Warrants outstanding and exercisable as of June 30, 2002 were 2,087,679; with
exercise prices ranging from $1.00 to $6.00 per share.
(14) 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 June 30, 2002:
Media/ Products and
Advertising Services Total
----------- -------- -----
Net sales 5,747 5,665 11,412
Gross profit 5,760 2,668 8,428
(15) SUBSEQUENT EVENTS
Subsequent to June 30, 2002:
o On July 12, 2002, the Company entered into an agreement to cancel
options granted to certain option holders. Approximately 700,000
options were cancelled with a non-recurring continuing operations
charge of approximately $452,000.
o On July 3, 2002, the Company was refunded a deposit of $460,000 in
connection with a possible acquisition that was not consummated.
12
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 (effective from May 30, 1999), VIZX Corporation
(effective from November 20, 2001), eCommerce Transactions (effective from June
12, 2001), Indimi LLC (effective from July 13, 2001), North Plains LLC
(effective from May 13, 2001), and Ultra Conversions, LLC (effective from May
15, 2002). Results for the comparable period in 2001 include only those of
eUniverse, Case's Ladder, and Gamer's Alliance. Gamer's Alliance ceased
operations during the quarter ended June 2001.
Effective October 10, 2000 the asset of CD Universe which made up the products
business segment of eUniverse was sold to CLBL, Inc. and the results of that
segment are treated as a discontinued operation in the financial statements.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements.
RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 2002 ("Current Quarter")
VS. QUARTER ENDED JUNE 30, 2001
NET REVENUES
In the quarter ended June 30, 2002 ("current quarter"), approximately 50% of the
Company's revenues were derived from paid third party advertising and the
remaining 50% of revenue coming from the Products and Services segment, which
was launched in June, 2001. During the quarter ended June 30, 2001, 100% of the
Company's revenues from continuing operations were derived from paid third party
advertising. The Company is continuing to pursue its strategy of diversifying
its revenues by introducing and enhancing various proprietary products and
services. Management of the Company believes that the percentage of revenue
generated from the Products and Services segment will continue to increase and
that this segment will eventually become the dominant revenue driver of the
Company.
Products and Services segment revenues are derived primarily from subscriptions,
merchandise sales and fees charged for activity based games and other items. The
Company's third party advertising commitments range from one week to three
months with revenue derived from Cost Per Click (CPC), Cost Per Impressions
(CPM) and Cost Per Acquisition (CPA) agreements with its customers.
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. The Company launched an online dating site called Cupid Junction
in June 2001 as a first step in diversifying the revenue base beyond
advertisement. Cupid Junction sells packages of credits to use to contact
desired members. Electronic commerce transactions include product sales for
items such as laser and inkjet printer supplies. For these transactions, the
Company recognizes revenue upon shipment of its products. Revenue includes
shipping and handling charges. Product fulfillment is outsourced to an
independent third parties.
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.
We recognize as revenues the amount paid to us upon the delivery and fulfillment
of advertising, provided that the collection of the resulting receivable is
probable.
Three Months Ended June 30,
----------------------------
2002 2001 % CHANGE
---- ---- --------
(IN THOUSANDS)
Revenues:
Media/advertising $ 5,747 $5,050 14%
Products and services $ 5,664 $ 0 NA
Total Revenues $11,411 $5,050 126%
For the quarter ended June 30, 2002, total revenue increased 126% to $11.4
million, up from $5.1 million reported the same quarter in 2001. The increase is
due primarily to the introduction of the Products and Services segment which
contributed 89% of the overall increase in revenues of $6.4 million. The
revenues produced from this segment were primarily from recurrent transaction
products (e.g. ink jet cartridges), subscription-based services (e.g. dating,
fitness, premium memberships) and the sale of impulse merchandise. The Company
plans to continue to add to and upgrade its product and service offerings during
fiscal year 2003.
13
Revenues from Media and Advertising increased approximately 14% to $5.7 million
due primarily to an increase in available advertising space, from newly launched
and acquired sites, and an increase in the overall yield from available
advertising inventory.
The Company expects that revenue from the Products and Services segment will
continue to increase as percentage of overall revenues during fiscal year 2003.
Management plans to continue to allocate a greater percentage of available
advertising inventory to promote proprietary Company products and services.
Consequently, revenue growth from Media/Advertising may slow considerably during
fiscal year 2003.
Revenue also includes barter and non-cash advertising where we exchange
advertising on our sites for similarly valued online advertising or other
services. The barter value was $188,000, or 1.6% of total revenue, for the
current quarter. The Company's barter and non-cash advertising constituted
$325,000, or 6.4% of total revenue, in the quarter ended June 30, 2001. The
Company typically uses barter transactions to test prospective media/advertising
purchases or sales campaigns.
OPERATING COSTS
Our operating costs were as follows for the years indicated (dollars in
thousands):
Three Months Ended June 30,
---------------------------
2002 2001 % Change
---- ---- --------
(IN THOUSANDS)
Operating costs:
Cost of revenues ................. $2,984 $ 204 1363%
Sales and marketing .............. $1,419 $1,807 (21%)
Product development .............. $2,089 $1,039 101%
General and administrative ....... $2,845 $1,483 92%
Amortization of goodwill and other
intangibles, stock compensation
and other ....................... $ 187 $ 0 NM
------ ----- ----
Total Operating Costs ............. $9,524 $4,533 110%
====== ====== ====
COST OF REVENUES
Cost of revenues consists primarily of the cost of products for the commerce
offerings within the Products and Services segment, and fees paid to third
parties for media properties, license arrangements, ad sharing revenue
arrangements for content and other service providers. During the current
quarter, cost of revenues increased 1363% to $3.0 million, or 26% of total
revenues from $204,000, or 4% of total revenues in fiscal year 2001. The $2.8
million increase in cost was due to costs of the Products and Services segment
of $3.0 million compared to $0 the prior year, partially offset by a decrease in
media/advertising affiliate costs of $0.2 million.
The Company expects cost of revenues to continue to increase as a percentage of
overall revenues as the Products and Services segment continues its rapid
growth. Cost of revenues may increase to as much as 30% to 35% of overall
revenues during fiscal year 2003.
SALES AND MARKETING
Sales and marketing costs consist primarily of promotional and advertising
costs, personnel costs, commissions, agency and consulting fees, and allocated
overhead for facilities and other costs. The Company has a direct sales force
that sells our inventory of advertisements to advertisers and advertising
agencies.
Sales and marketing costs decreased by 21% to $1.4 million, or 12% of total
revenues, for the current quarter, from $1.8 million, or 36% of total revenues,
for the comparable quarter last year. The $388,000 decrease was primarily due to
a reduction in bad debt expense ($257,000); the termination of certain Web site
development revenue-sharing contracts during the fiscal year 2002 and other
sales commissions costs ($148,000); and other advertising/promotion costs
($121,000). These decreases were partially offset by increases in facilities
costs of $63,000; marketing consulting costs of $52,000; and compensation and
other costs of $23,000.
Advertising/Promotion expense for the current period was $339,000 of which
$188,000 was barter expense. In the prior year, advertising/promotion expense
was $460,000, which included $325,000 of barter expense. The remaining
advertising/promotion expense was primarily due to the amortization of warrants
associated with certain marketing agreements.
14
During fiscal year 2003, we plan to expand our direct sales, marketing and
customer care teams to increase customer retention and drive new revenue growth.
The core strategy of the Company is to develop a longer-term relationship with
its customers and enhance the lifetime value of each consumer and advertiser
relationship. The Company expects that sales and marketing costs will increase
in absolute terms but should continue to decline as a percentage of overall
revenue.
PRODUCT DEVELOPMENT
Product development expenses consist of payroll and related expenses, Web
hosting, consulting services and allocated overhead costs for the following: (1)
developing and maintaining the Company's Web sites, (2) developing and
maintaining key proprietary technology, and (3) developing proprietary products
and services.
Product and development costs increased by 101% to $2.1 million, or 18% of total
revenues, for the current quarter, from $1.0 million, or 21% of total revenues,
for the comparable quarter last year. The $1.05 million increase is primarily a
result of growth in salaries and related and Internet expenses due to our rapid
expansion in network traffic, Web site development and product and service
development.
Specific increases for the year over the same period last year include payroll
and related of $542,000; facilities and Internet fees of $295,000; and
consulting expenses of $181,000.
Management anticipates that product development costs related to compensation
and consulting services will continue to increase in absolute terms as the
Company launches new and enhances existing product and service offerings.
Internet costs are expected to increase commensurately with overall traffic and
revenue growth. During fiscal year 2003 the Company expects product development
costs to stay relatively flat, or to decline slightly as a percentage of
revenues.
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist of payroll and related expenses for
executive, finance, legal, human resources and administrative personnel;
recruiting; outside legal and other professional fees; and other general
corporate expenses.
General and administrative costs increased by 92% to $2.8 million, or 25% of
total revenues, for the current quarter, from $1.5 million, or 29% of total
revenues, for fiscal year 2001. The $1.3 million increase was due primarily to
growth in the number of management, legal and finance personnel, expansion of
facilities and computer systems, and an increase in legal and accounting
services to support the growth of our operations and infrastructure.
Specific increases for the current quarter over the same period last year
include the following: payroll and related of $603,000; credit card transaction
fees of $286,000; legal, consulting and accounting services of $190,000;
royalties and license fees of $109,000; and office, depreciation and facility
expense increases of $104,000.
For fiscal year 2003, the Company anticipates that general and administrative
costs will decline as a percentage of revenues as the business obtains further
economies of scale in this area.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted FAS141 and FAS142 effective April 1, 2001. 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 acquisition-related intangible assets
for the quarter ending June 30, 2002 reflects the stock acquisitions of Infobeat
and VIZX and the asset acquisitions of FunnyGreetings, SpreadingJoy, FunOne,
Send4Fun and other Web sites and certain customer name lists.
INTEREST AND OTHER INCOME, NET AND OTHER NON-OPERATING EXPENSE
Three Months Ended June 30,
----------------------------------
2002 2001 % Change
-------- -------- --------
(IN THOUSANDS)
Interest income $ 10 $ 0 NM
Interest and other financing expenses $ (155) $(124) 25%
Non-recurring cancellation of stock options $ (452) $ 0 NM
Other gains and losses $ (24) $ 0 NM
Extraordinary gain from retirement of debt $1,269 $ 0 NM
15
Interest and financing expense increased 25% to $155,000 for the current quarter
from $124,000 the same period in 2001. The expense includes interest on the 550
Digital Media Ventures (Sony), SFX, Saggi Capital notes, notes to certain Web
site developers, and capitalized lease obligations to Transamerica Equipment
Finance.
The Company recognized a non-recurring expense for payments of approximately
$452,000 to various stock option holders subsequent to June 30, 2002 for the
cancellation of approximately 700,000 options. During the current quarter, the
Company entered an agreement for the early retirement of approximately $1.7
million of long-term notes payable, resulting in an extraordinary gain of
$1,269,000.
INCOME TAXES
Due to operating losses incurred since inception, we did not record a provision
for income taxes in the year ended March 31, 2002. As of March 31, 2002, the
balance of net deferred tax assets was $8,600,200. Utilization of the Company's
net operating loss carry forwards, which begin to expire in 2020, may be subject
to certain limitations under Section 382 of the Internal Revenue Code of 1986,
as amended. Due to uncertainties regarding reliability of the deferred tax
assets, the Company has provided a valuation allowance on the deferred tax asset
in an amount necessary to reduce the net deferred tax asset to zero.
NET INCOME
Three Months Ended June 30,
-------------------------------------
2002 2001 % Change
-------- --------- --------
(IN THOUSANDS)
Net Income (Loss) $2,492 $395 NM
For the quarter ended June 30, 2002, the Company reported net income of
$2,492,000 compared to $395,000 for the same period in 2002. In the current
quarter net income of $2,493,000 included an extraordinary gain of $1,269,000.
Net income from continuing operations was $1,224,000, compared to net income in
the prior year of $395,000. The increase in net income was due primarily to the
growth in the Company's overall revenues and from investments made during fiscal
year 2002 to improve operating efficiencies. During fiscal year 2002, the
Company introduced its Product and Services segment, which contributed
approximately 50% of overall revenues to the current quarter. Additionally,
operating expenses declined significantly as a percentage of revenue to 57% in
the current quarter from 86% in the comparable quarter last year.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
Since its inception in April 14, 1999, the Company has satisfied its cash
requirements from a combination of private placements of equity securities,
short-term loans and cash flow from operations.
For the current quarter, net cash generated from operating activities was
approximately $775,000 compared to $351,000 in the quarter ended June 30, 2001.
During the remainder of fiscal year 2003, the Company intends to continue to
invest is staff and technology that may cause net operating cash flows to
fluctuate from quarter to quarter. For the full year, the overall positive cash
flow trend is expected to continue.
Net operating cash flows for the current quarter consist of $2,493,000 net
income; non-cash expenses, including depreciation and amortization of $330,000;
discontinued operations expense of $44,000; and an increase in the allowance for
uncollectible accounts of $35,000. These sources of operating cash flow were
offset by the non-cash extraordinary gain from the retirement of debt for
$1,269,000; an increase in deposits related to a possible acquisition for
$460,000 returned subsequent to June 30, 2002; a decrease in deferred revenues
and other current liabilities of $236,000 and a net increase in inventories and
other current assets and other activity of $162,000.
In the quarter ended June 30, 2001, net operating cash flows for the three
months ended June 30, 2001 consist of $395,000 net income; non-cash expenses
including an increase in the allowance for uncollectible accounts of $292,000;
amortization of stock and warrants granted to consultants and affiliates of
$169,000; depreciation of $107,000; and a net increase in payables and other
current liabilities of $355,000. These increases in operating cash flows were
partially offset by an increase in receivables and other assets of $967,000. Net
cash used in operating activities for the prior year were due to quarterly net
losses, increases in current assets, offset by increases in current liabilities
and by non-cash charges for depreciation and amortization.
16
For the current quarter, net cash used in investing activities was $815,000
compared to $469,000 for the comparable quarter last year. Investing activities
included fixed asset purchases of $322,000 to support growth in sales traffic
requirements and the number of staff; an investment in the preferred stock of an
online advertising company of $250,000; and the purchase of intangible assets of
$243,000 primarily related to a license agreement.
Net cash used in investing activities was $469,000 for the quarter ended June
30, 2001. In the three months ended June 30, 2001, $400,000 was used to purchase
a database of subscribers; and the remainder for the purchase of computers and
other fixed assets.
Net cash used in financing activities was $685,000 in the current quarter. This
resulted from the proceeds of a two year capitalized lease obligation of $1.1
million partially offset by a restricted cash requirement of $825,000;
additional restricted cash of $456,000 required for the four year operating
lease of the Company's primary office in Los Angeles; a loan repayment of
$403,000 in connection with the retirement of $1.7 million of debt and other
loan repayments of $101,000. In the quarter ended June 30, 2001, net cash used
in financing activities of $100,000 was due to an advance made to an investor.
As of June 30, 2002, the Company's principal commitments include obligations for
leases amounting to approximately $.9 million annually. These lease commitments
expire at various dates through the fiscal year 2007.
At June 30, 2002, the Company had no off-balance sheet financing arrangements or
undisclosed liabilities related to special purpose, related party or
unconsolidated entities.
In the current quarter, the Company entered into a settlement agreement with
certain Web site developers to retire approximately $1.7 million of debt and
related accrued interest for $403,000 resulting in an non-cash extraordinary
gain of $1,269,000. Other non-cash activity included the conversion of $450,000
and related accrued interest into shares of Company common stock.
Management of the Company believes that current cash on hand, together with net
cash generated from operations, will provide it sufficient working capital for
the next 12 months. However, the Company will continue to seek financing for
certain equipment purchases and other fixed asset acquisitions. Additionally,
for certain acquisitions and other investments the Company may seek additional
financing from private debt or equity placements.
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 short term investments
generally with maturities of 30 days or less that bear immaterial exposure to
interest rate fluctuations.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Prior to June 30, 2002, Saggi Capital expressed its intention to convert a
$450,000 note and related accrued interest of $39,115 into 233,430 shares of
Company common stock. The Company will issue these shares pursuant to the
agreement.
On April 30, 2002, the Company issued a Warrant for 10,000 shares of the
Company's common stock to Eisenberg Partners LLC at an exercise price of $5.10,
exercisable until April 30, 2003, in consideration for investor relations
services to be performed by Eisenberg Partners LLC over a one year period.
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.
17
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)
3.06.02 Certificate of Correction of Series A 6% Convertible Preferred Stock of
eUniverse, Inc., dated as of December 27, 2001.(17)
3.06.03 Second Amendment to Designation of Stock of eUniverse, Inc. f/k/a Motorcycle
Centers of America, Inc. and Second Amended and Restated Certificate of
Designation of Series A 6% Convertible Preferred Stock of eUniverse, Inc.,
dated as of January 4, 2000.(17)
3.07 -- Certificate of Designation of Series B Convertible Preferred Stock of
eUniverse, Inc., dated October 19, 2001.(14)
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)
18
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)
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)
19
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)
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)
10.55 -- 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.(15)
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)
10.65 -- Form of Warrant issued to certain eUniverse, Inc. Series A Preferred
Stockholders as of October 22, 2001.(16)
10.66 -- eUniverse, Inc. Common Stock Purchase Warrant issued to Eisenberg Partners LLC,
dated April 30, 2002.*
21.01 -- Subsidiaries of eUniverse, Inc.(5)
99.01 -- Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
- -----------
* Filed herewith
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(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 10-Q filed on February 14,
2002.
(17) Incorporated by reference to eUniverse's Form 10-K filed on July 1, 2002.
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed with the SEC by eUniverse during
the quarterly period ended June 30, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
eUNIVERSE, INC.
Registrant
Dated: August 14, 2002 By /s/ JOSEPH L. VARRAVETO
------------------------------------
Joseph L. Varraveto
Chief Financial Officer
(Principal Financial Officer)
and Registrant's Authorized Officer
22