================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 0-27556 YOUTHSTREAM MEDIA NETWORKS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 13-4082185 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) 28 West 23rd Street, New York, New York 10010 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (212) 622-7300 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 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 --- --- At May 8, 2001 there were 29,844,480 shares of Common Stock, $.01 par value outstanding. ================================================================================ YOUTHSTREAM MEDIA NETWORKS, INC. FORM 10-Q INDEX Page PART I--FINANCIAL INFORMATION Number ------ Item 1 Financial Statements Consolidated balance sheets - March 31, 2001 (unaudited) and June 30, 2000 .................................. 1 Consolidated statements of operations - three and nine months ended March 31, 2001 and 2000 (unaudited) ...................... 2 Consolidated statements of cash flows - nine months ended March 31, 2001 and 2000 (unaudited) ............................ 3 Consolidated statement of stockholders' equity - nine months ended March 31, 2001 (unaudited) ........................ 4 Notes to consolidated financial statements ........................ 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 8 PART II--OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K ................................... 11 Signatures ................................................................ 12 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS YOUTHSTREAM MEDIA NETWORKS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) March 31, June 30, 2001 2000 --------- --------- ASSETS (Unaudited) Current assets: Cash and cash equivalents ................................................ $ 11,696 $ 18,232 Marketable debt securities, at amortized cost ............................ 13,310 25,189 Accounts receivable, net of allowance for doubtful accounts of $324 and $404 at March 31, 2001 and June 30, 2000, respectively ............ 5,226 4,631 Inventories .............................................................. 1,499 1,471 Prepaid expenses ......................................................... 5,673 5,372 Deposits and other current assets ........................................ -- 2,905 --------- --------- Total current assets .......................................................... 37,404 57,800 Property and equipment, net of accumulated depreciation of $5,650 and $3,593 at March 31, 2001 and June 30, 2000, respectively ............. 7,520 8,165 Deferred financing costs, net of accumulated amortization of $913 and $355 at March 31, 2001 and June 30, 2000, respectively ................... 3,567 3,963 Intangible assets, net of accumulated amortization of $4,569 and $2,468 at March 31, 2001 and June 30, 2000, respectively ............. 17,021 13,709 Restricted cash ............................................................... 1,328 1,328 Net non-current assets of discontinued operations ............................. -- 191,091 Other assets .................................................................. 241 389 --------- --------- Total assets .................................................................. $ 67,081 $ 276,445 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ......................................................... $ 1,645 $ 1,589 Accrued employee compensation ............................................ 860 895 Other accrued expenses ................................................... 2,188 2,424 Net current liabilities of discontinued operations ....................... 4,891 2,187 Deferred revenues ........................................................ 1,955 665 Current portion of deferred purchase price ............................... -- 45 Current portion of capitalized lease obligations ......................... 130 83 Current portion of long-term debt ........................................ 1,328 1,275 --------- --------- Total current liabilities ..................................................... 12,997 9,163 Net non-current liabilities of discontinued operations ........................ 429 -- Capitalized lease obligations ................................................. 67 106 Long-term debt ................................................................ 18,766 18,709 Deferred rent ................................................................. 363 353 Deferred purchase price ....................................................... 2,250 3,700 Commitments and contingencies ................................................. -- -- Stockholders' equity: Preferred stock, $.01 par value, 5,000 shares authorized, no shares issued and outstanding ................................................ -- -- Common stock, $.01 par value, 100,000 shares authorized, 29,844 shares and 28,031 shares issued and outstanding at March 31, 2001 and June 30, 2000, respectively .................................. 298 280 Additional paid-in capital ............................................... 328,709 321,980 Accumulated deficit ...................................................... (296,798) (77,846) --------- --------- Total stockholders' equity .................................................... 32,209 244,414 --------- --------- Total liabilities and stockholders' equity .................................... $ 67,081 $ 276,445 ========= ========= See notes to consolidated financial statements 1 YOUTHSTREAM MEDIA NETWORKS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNT) (UNAUDITED) Three months ended Nine months ended March 31, March 31, ----------------------- ---------------------- 2001 2000 2001 2000 --------- --------- --------- --------- Net Revenues .............................................. $ 5,765 $ 7,069 $ 23,623 $ 24,031 Operating Expenses: Cost of goods sold ................................... 325 166 1,954 1,688 Selling, general and administrative expenses ......... 7,406 5,849 24,360 18,347 Corporate expenses ................................... 1,850 1,271 5,420 3,159 Depreciation and amortization ........................ 1,422 814 4,158 2,522 --------- --------- --------- --------- Total operating expenses .................................. 11,003 8,100 35,892 25,716 --------- --------- --------- --------- Loss from operations ...................................... (5,238) (1,031) (12,269) (1,685) Equity loss in investment ................................. -- (850) -- (2,890) Interest income ........................................... 425 446 1,725 1,018 Other income .............................................. (34) -- (24) -- Interest expense .......................................... (794) (238) (2,386) (727) --------- --------- --------- --------- Loss before provision for income taxes .................... (5,641) (1,673) (12,954) (4,284) Provision for income taxes ................................ 121 92 421 184 --------- --------- --------- --------- Loss from continuing operations ........................... (5,762) (1,765) (13,375) (4,468) Loss from discontinued operations .................... -- (14,780) (40,606) (14,630) Loss on disposal of discontinued operations, including provision of $5,175 for operating losses during phase-out period .................................. -- -- (164,971) -- --------- --------- --------- --------- Net Loss .................................................. $ (5,762) $ (16,545) $(218,952) $ (19,098) ========= ========= ========= ========= Per share of common stock basic and diluted Loss from continuing operations ....................... $ (0.20) $ (0.08) $ (0.46) $ (0.24) Loss from operation of discontinued operations ........ -- (0.64) (1.39) (0.77) Loss on disposal of discontinued operations ........... -- -- (5.65) -- --------- --------- --------- --------- Net loss per basic and diluted common share ............... $ (0.20) $ (0.72) $ (7.50) $ (0.15) ========= ========= ========= ========= Weighted average basic and diluted common shares outstanding .................................... 29,481 23,091 29,181 18,853 ========= ========= ========= ========= See notes to consolidated financial statements 2 YOUTHSTREAM MEDIA NETWORKS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) Nine months ended March 31, ------------------------- 2001 2000 ---------- ---------- Cash Flows From Operating Activities Net loss .............................................................. $ (218,952) $ (19,098) Adjustments to reconcile net loss to net cash used in operating activities: Loss from discontinued operations ................................. 40,606 14,630 Loss on disposal of discontinued operations ....................... 164,971 -- Net change in assets and liabilities of discontinued operations ... (11,694) (9,618) Bad debt expense .................................................. (80) 110 Depreciation and amortization ..................................... 4,158 2,522 Loss on disposal of equipment ..................................... 24 -- Amortization of deferred financing costs .......................... 558 136 Deferred rent ..................................................... 10 48 Amortization of original issue discount on Subordinated Notes ..... 89 27 Changes in assets and liabilities, net of acquisitions: Accounts receivable ............................................. (265) (4,153) Inventory ....................................................... (28) (35) Prepaid expenses ................................................ (300) (367) Deposits and other current assets ............................... 2,905 -- Accounts payable ................................................ (78) 1,038 Accrued employee compensation ................................... (298) (150) Other accrued expenses .......................................... (281) (58) Deferred revenues ............................................... 1,290 40 ---------- ---------- Net cash used in operating activities ................................. (17,365) (14,928) Cash Flows From Investing Activities Capital expenditures ................................................ (1,202) (4,466) Unrealized loss on marketable securities ............................ -- (26) Proceeds from sale of equipment ..................................... 37 -- Proceeds from marketable debt securities upon maturity .............. 11,879 -- Other assets ........................................................ 149 (2,685) Payment for business acquisitions (net of cash acquired) ............ (109) -- ---------- ---------- Net cash provided by (used in) investing activities ................... 10,754 (7,177) Cash Flows From Financing Activities Net proceeds from sale of common stock and exercise of warrants and options ........................................................... 127 55,895 Net proceeds from issuance of warrants in connection with long-term debt .............................................................. 35 -- Repayment of capitalized lease obligations .......................... (108) (21) Proceeds from long-term debt ........................................ 965 1,971 Repayment of long-term debt ......................................... (944) (566) ---------- ---------- Net cash provided by financing activities ............................. 75 57,279 ---------- ---------- (Decrease) increase in cash and equivalents ........................... (6,536) 35,174 Cash and equivalents at beginning of period ........................... 18,232 7,046 ---------- ---------- Cash and equivalents at end of period ................................. $ 11,696 $ 42,220 ========== ========== Supplemental cash flow information Cash paid for interest .............................................. $ 1,506 $ 777 ========== ========== Cash paid for income taxes .......................................... $ 252 $ 101 ========== ========== Noncash Financing Activities Issuance of warrants in connection with long-term debt .............. $ 162 $ -- ========== ========== Issuance of common stock in connection with acquisitions ............ $ 6,423 $ 216,862 ========== ========== See notes to consolidated financial statements 3 YOUTHSTREAM MEDIA NETWORKS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 1, 2000 TO MARCH 31, 2001 (IN THOUSANDS) (UNAUDITED) Common Stock Additional -------------------- Paid-in Accumulated Shares Amount Capital Deficit Total -------- --------- --------- --------- --------- Balances at June 30, 2000 .................................... 28,031 $ 280 $ 321,980 $ (77,846) $ 244,414 Issuance of warrants in connection with long-term debt ....... -- -- 197 -- 197 Issuance of common stock upon exercise of stock options ...... 45 1 126 -- 127 Issuance of common stock in connection with acquisition of Teen.com ................................... 944 9 5,211 -- 5,220 Issuance of common stock in connection with acquisition of HelloXpress ................................ 53 1 293 -- 294 Issuance of common stock in connection with acquisition of Invino ..................................... 711 6 857 -- 863 Issuance of common stock in connection with acquisition of sixdegrees ................................. 60 1 45 -- 46 Net loss ..................................................... -- -- -- (218,952) (218,952) -------- --------- --------- --------- --------- Balances at March 31, 2001 ................................... 29,844 $ 298 $ 328,709 $(296,798) $ 32,209 ======== ========= ========= ========= ========= See notes to consolidated financial statements 4 YOUTHSTREAM MEDIA NETWORKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 (UNAUDITED) 1. ORGANIZATION AND BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of YouthStream Media Networks, Inc. ("YouthStream"), and its wholly-owned subsidiaries, (collectively, the "Company"). The Company's operations consist of Network Event Theater, Inc. ("NET"), American Passage Media, Inc. ("American Passage"), Campus Voice, Inc. ("Campus Voice"), Beyond the Wall, Inc. ("Beyond the Wall"), Trent Graphics, Inc. ("Trent") and W3T.com, Inc. ("Teen.com"). In December 2000, the Company announced its intention to discontinue the operations of CommonPlaces, LLC ("CommonPlaces"), sixdegrees, inc., ("sixdegrees"), CollegeWeb.com, Inc. ("CollegeWeb") and Invino Corporation ("Invino") see note 2 - Discontinued Operations. All significant intercompany transactions have been eliminated. The Company is a media, marketing services, promotions, and retail company targeting the teenage and young adult marketplace, particularly high school, college and university audiences. Through the combination of a unique portfolio of targeted media and retail properties the Company provides integrated, cost-effective solutions to advertisers and sponsors looking to reach young adults. The Company's portfolio of retail and media services include: o Trent, an on-campus seller of decorative wall posters to students at colleges and universities throughout the country, which also operates a growing number of retail poster stores complementing its on-campus presence; o Nationwide sampling, promotion and event marketing campaigns targeting teens and young adults; o A national network of movie theaters on college campuses and expertise conducting film screenings at dozens of major college campuses; o A national free postcard advertising brand targeting teenagers and young adults; o A leading college newspaper advertising placement service; o Editorial wall media networks in high schools, middle schools and on college campuses; o A unique "Ads as Art" poster catalog distributed on campuses nationwide; and o Teen.com, an online community for teenagers. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for an interim period are not necessarily indicative of the results that may be expected for the year ended June 30, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in Company's Form 10-KSB for the fiscal year ended June 30, 2000. 2. DISCONTINUED OPERATIONS In December 2000, the Company announced its decision to discontinue the operations of its sixdegrees subsidiary and exit its Application Service Provider ("ASP") business. The ASP business includes the technology that was acquired and further developed by CommonPlaces, CollegeWeb and Invino. The Company determined that the ASP business was not aligned with its long-term vision and strategy. The Company shut down its sixdegrees website on December 30, 2000, and expects disposal of the ASP business to occur prior to June 30, 2001. In connection with the discontinuance of these businesses, the Company incurred a one-time charge of $165 million, related primarily to the write-off of goodwill, other net assets and an accrual for estimated losses during the phase-out period. The discontinuation of sixdegrees and the disposal of the ASP business represent the disposal of a business segment under Accounting Principles Board ("APB") Opinion No. 30. Accordingly, results of these operations have been classified as discontinued and prior periods have been restated. For business segment reporting purposes, the sixdegrees and ASP business results were previously classified as the segment "Online". Net revenues and losses from discontinued operations are as follows (in thousands): Three months ended Three months ended Nine months ended Nine months ended March 31, 2001 March 31, 2000 March 31, 2001 March 31, 2000 ------------------ ------------------ ----------------- ----------------- Net revenues .................................. $ -- $ 402 $ 398 $ 402 ========= ========= ========== ========= Loss from discontinued operations ............. $ -- $ (14,780) $ (40,606) $ (14,630) Loss on disposal of discontinued operations ... -- -- (164,971) -- --------- --------- ---------- --------- Net loss from discontinued operations ......... $ -- $ (14,780) $ (205,577) $ (14,630) ========= ========= ========== ========= 5 YOUTHSTREAM MEDIA NETWORKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 2001 (UNAUDITED) 3. ACQUISITIONS In July 2000, the Company acquired Teen.com pursuant to a merger agreement among the Company, a wholly-owned subsidiary of the Company, and Teen.com. Teen.com is a family-friendly Web destination for teens and is ranked as one of the top websites visited by 13 to 19 year-olds. The purchase price consisted of 944,000 shares of the Company's common stock, including 50,000 shares issued to the broker, valued at approximately $5.2 million or approximately $5.53 per share, the then current market price. The following unaudited pro forma information is presented as if the Company had completed the acquisition of Teen.com as of July 1, 2000 and 1999, respectively, and exclude those acquisitions that were discontinued (in thousands): Nine months ended March 31, 2001 2000 --------------------------- Net revenue .................................... $23,693 $25,294 Loss from continuing operations ................ (13,404) (6,317) Loss from continuing operations per basic and diluted common share ........................ (0.46) (0.32) Weighted average common shares outstanding basic and diluted ........................... 29,215 19,797 The pro forma information above is not necessarily indicative of the results of operations that would have occurred had the acquisition been made at the beginning of the respective periods. In connection with the acquisitions of Invino and sixdegrees, the Company issued additional shares of common stock during the nine months ended March 31, 2001. The common stock issued to the former Invino shareholders is being recorded as a decrease to the deferred purchase price. 4. LONG-TERM DEBT A summary of long-term debt is as follows (in thousands): March 31, June 30, 2001 2000 -------- -------- Note Payable to Bank (A) ..................................... $ 1,239 $ 1,739 Subordinated notes - Private Placement (B) ................... 5,000 5,000 Note Payable to Finance Company (C) .......................... 1,326 1,768 Subordinated Notes - Private Placement (D) ................... 12,000 12,000 Subordinated Notes - Private Placement (E) ................... 1,000 -- Other ........................................................ 7 9 ======== ======== 20,572 20,516 Less unamortized original issue discount attributed to subordinated notes ..................................... 478 532 -------- -------- 20,094 19,984 Less current portion ......................................... 1,328 1,275 -------- -------- $ 18,766 $ 18,709 -------- -------- (A) This loan is secured by all of the assets of Campus Voice, Beyond the Wall and American Passage (the "Borrowers") and is guaranteed by NET. This loan is payable in equal monthly installments, commencing in February 1998, over a maximum of six years. Interest is payable monthly at a rate of interest of 275 basis points above LIBOR for U.S. dollar deposits of one month maturity. The Borrowers are also party to an interest rate exchange agreement originally converting $3.0 million of the aforementioned floating rate debt to a fixed rate. The balance of the interest rate agreement at March 31, 2001 was $889,000. Under the interest rate exchange agreement, the Borrowers are required to pay interest at a fixed rate of 9.11% on the notional amount covered by the interest rate exchange agreement. In return, the Company receives interest payments on the same notional amount at the prevailing LIBOR rate plus 275 basis points. The interest rate exchange agreement terminates in June 2002. (B) In July 1998, the Company issued Subordinated Notes to accredited investors in the aggregate amount of $5,000,000 less an original discount of $188,000. These notes bear interest at 11% per annum and are due in July 2003. In connection with the issuance of the Subordinated Notes, the Company issued 375,000 warrants to the accredited investors for $188,000, and 150,000 warrants to the placement agent. Each warrant, which expires in July 2003, entitles the holder to purchase one share of the Company's common stock for $4.125, the market price of the Company's common stock at the date of issuance. Based on an independent appraisal, the 525,000 warrants were valued at $740,000. The value of the warrants and closing costs of $314,000 have been recorded as deferred financing costs and are being amortized over the term of the Subordinated Notes. The original issue discount of $188,000 is also being amortized over the term of the related debt. (C) In March 2000, the Company issued a note to a finance company in the amount of $1,971,000. The note bears interest at the rate of 11.95% per annum and is payable in 36 equal monthly payments commencing in March 2000. The note is secured by certain equipment owned by NET. 6 YOUTHSTREAM MEDIA NETWORKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 2001 (UNAUDITED) (D) In June 2000, the Company issued a subordinated note to an accredited investor in the amount of $12,000,000, less an original issue discount of $420,000. The note bears interest at 11% per annum and is due in June 2005. In connection with the issuance of the subordinated note, the Company issued 1,020,000 warrants to an accredited investor in exchange for $420,000. Each warrant, which expires in June 2005, entitles the holder to purchase one share of the Company's common stock for $5.9375, the market price of the Company's common stock at the date of issuance. Based on an independent appraisal, the 1,020,000 warrants were valued at $3,346,000. The value of the warrants and closing costs of $494,000 were recorded as deferred financing costs and are being amortized over the term of the subordinated note. The original issue discount of $420,000 is being amortized over the term of the related debt. (E) In July 2000, the Company issued a subordinated note to an accredited investor in the amount of $1,000,000, less an original issue discount of $35,000. The note bears interest at 11% per annum and is due in July 2005. In connection with the issuance of the subordinated note, the Company issued 60,000 warrants to an accredited investor in exchange for $35,000. Each warrant, which expires in July 2005, entitles the holder to purchase one share of the Company's common stock for $3.75, the market price of the Company's common stock at the date of issuance. Based on an independent appraisal, the 60,000 warrants were valued at $197,000. The value of the warrants was recorded as deferred financing costs and is being amortized over the term of the subordinated note. The original issue discount of $35,000 is being amortized over the term of the related debt. 5. STOCKHOLDERS' EQUITY For the nine months ending March 31, 2001, options were exercised resulting in the issuance of approximately 45,000 shares of common stock resulting in net proceeds to the Company of approximately $127,000. 6. SEGMENT INFORMATION During the second quarter of fiscal year 2001, in connection with the decision to discontinue the Company's online segment, the Company revised its reporting of the remaining businesses. The Company's segments are now media and retail. The media segment represents the Company's media, marketing and promotional services provided to advertisers by NET, American Passage, Campus Voice, Beyond the Wall and Teen.com. The retail segment consists of on-campus and retail store poster sales provided by Trent. The prior periods' segments have been restated to reflect the Company's internal reorganization (in thousands). Three months ended Three months ended March 31, 2001 March 31, 2000 ------------------------------ ------------------------------- Media Retail Total Media Retail Total -------- -------- -------- -------- -------- --------- Net revenues ........................ $ 4,223 $ 1,542 $ 5,765 $ 5,942 $ 1,127 $ 7,069 Depreciation and amortization ....... 1,249 173 1,422 668 146 814 Loss from operations ................ (4,598) (640) (5,238) (625) (406) (1,031) Capital expenditures ................ 204 133 337 1,063 140 1,203 Nine months ended Nine months ended March 31, 2001 March 31, 2000 ------------------------------ ------------------------------- Media Retail Total Media Retail Total -------- -------- -------- -------- -------- --------- Net revenues ........................ $ 14,512 $ 9,111 $ 23,623 $ 16,916 $ 7,115 $ 24,031 Depreciation and amortization ....... 3,655 503 4,158 2,104 418 2,522 Loss from operations ................ (11,705) (564) (12,269) (1,893) 208 (1,685) Capital expenditures ................ 817 385 1,202 3,401 1,067 4,468 March 31, 2001 June 30, 2000 ------------------------------ ------------------------------- Media Retail Total Media Retail Total (a) -------- -------- -------- -------- -------- --------- Identifiable assets ................. $ 57,175 $ 9,906 $ 67,081 $ 75,481 $ 9,873 $ 85,354 (a) (a) June 30, 2000 excludes net non-current assets of discontinued operations 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements and related notes thereto. The following discussion contains certain forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the Company's ability to timely execute its business plan, the Company's management of growth, changing consumer tastes, the impact of competitive products and pricing, conditions in the markets in which the Company conducts business, including the advertising, media and retail markets, and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances. The Company's consolidated financial statements reflect reclassifications for prior periods due to the discontinued operation of the online segment. The Company revised its reporting segments from online and offline to media and retail. The following analysis incorporates reclassifications of prior periods due to discontinued operations and revision of the reporting segments. The following financial analysis compares the three months and the nine months ended March 31, 2001 (unaudited) to the three months and the nine months ended March 31, 2000 (unaudited). RESULTS OF OPERATIONS For the three months ended March 31, 2001, net revenues were $5.8 million as compared to $7.1 million for the three months ended March 31, 2000. The decrease of $1.3 million was due to a decrease of $1.7 million in the media segment offset by an increase of $0.4 million in the retail segment. After adjusting for the loss of contributed media of $0.9 million, the decrease of revenue in the media segment was $0.8 million, attributable to the de-emphasis of certain non-profitable businesses as well as softening market condition in the advertising industry, offset by an increase of $0.2 million related to the acquisition of Teen.com. Contributed media revenues related to media and marketing services provided to CommonPlaces in exchange for equity prior to the merger with the Company. The retail segment increase of $0.4 million was attributable to year-over-year same store growth as well as the expansion of the retail store network. For the nine months ended March 31, 2001, net revenues were $23.6 million as compared to $24.0 million for the nine months ended March 31, 2000. The decrease of $0.4 million was due to a decrease in the media segment of $2.4 million offset by an increase of $2.0 million in the retail segment. After adjusting for the loss of contributed media of $2.9 million, revenues in the media segment increased by $0.5 million. Contributed media revenues related to media and marketing services provided to CommonPlaces in exchange for equity prior to the merger with the Company. The retail segment increase of $2.0 million was attributable to year-over-year same store growth as well as the expansion of the retail store network. For the three months ended March 31, 2001, cost of goods sold were $0.3 million as compared to $0.2 million for the three months March 31, 2000. The increase of $0.1 million was due to increased revenues in the retail segment. For the nine months ended March 31, 2001, cost of goods sold were $2.0 million as compared to $1.7 million for the nine months March 31, 2000. The increase of $0.3 million was due to increased revenues in the retail segment. For the three months ended March 31, 2001, selling, general and administrative expenses were $7.4 million as compared to $5.8 million for the three months ended March 31, 2000. The increase of $1.6 million was due to an increase of $1.2 million in the media segment and $0.4 million in the retail segment. The media segment increase of $1.2 million was primarily due to the acquisition of Teen.com. The retail segment increase of $0.4 million was primarily due to the expansion of the retail store network. For the nine months ended March 31, 2001, selling, general and administrative expenses were $24.4 million as compared to $18.3 million for the nine months ended March 31, 2000. The increase of $6.1 million was due to an increase of $3.6 million in the media segment and $2.5 million in the retail segment. The media segment increase of $3.6 million was primarily due to the acquisition of Teen.com. The retail segment increase of $2.5 million was due to $1.8 million of one time costs related to the acquisition of Trent and the remaining $0.7 million due to increased expenses related to expansion of the retail store network. For the three months ended March 31, 2001, corporate expenses were $1.9 million as compared to $1.3 million for the three months ended March 31, 2000. Corporate expenses grew as an improved management team was put in place. For the nine months ended March 31, 2001, corporate expenses were $5.4 million as compared to $3.2 million for the nine months ended March 31, 2000. The increase of $2.2 million includes $1.1 million related to the cost of upgrading the senior management team, $0.4 million related to the exploration of a venture in the People's Republic of China, and $0.4 million caused by one time charges, mostly severance and moving expenses. For the three months ended March 31, 2001, depreciation and amortization expenses were $1.4 million as compared to $0.8 million for the three months ended March 31, 2000. The increase of $0.6 million was primarily due to the acquisition of Teen.com. For the nine months ended March 31, 2001, depreciation and amortization expenses were $4.2 million as compared to $2.5 million for the nine months ended March 31, 2000. The increase of $1.7 million was primarily due to the acquisition of Teen.com. For the three months ended March 31, 2001, there was no equity loss in investment as compared to $0.9 million for the three months ended March 31, 2000. Equity loss in investment represented the Company's minority interest share of the loss in CommonPlaces. For the nine months ended March 31, 2001, there was no equity loss in investment as compared to $2.9 million for the nine months ended March 31, 2000. Equity loss in investment represented the Company's minority interest share of the loss in CommonPlaces. 8 For the three months ended March 31, 2001, interest income was $0.4 million as compared to $0.4 million for the three months ended March 31, 2000. For the nine months ended March 31, 2001, interest income was $1.7 million as compared to $1.0 million for the nine months ended March 31, 2000. The increase of $0.7 million was due to interest income earned on increased cash balances resulting from the issuance of debt and the sale of common stock. For the three months ended March 31, 2001, interest expense was $0.8 million as compared to $0.2 million for the three months ended March 31, 2000. The increase of $0.6 million was primarily related to the increase in long-term debt. For the nine months ended March 31, 2001, interest expense was $2.4 million as compared to $0.7 million for the nine months ended March 31, 2000. The increase of $1.7 million was primarily related to the increase in long-term debt. For the three months ended March 31, 2001, there was no loss from discontinued operations as compared to $14.8 million for the three months ended March 31, 2000. The loss from discontinued operations represents the net loss of the online segment prior to the December 2000 measurement date. For the three months ended March 31, 2000, loss from discontinued operations primarily represents amortization of goodwill and depreciation of $11.8 million, operating expenses of $4.1 million offset by other income of $0.7 million and net revenues of $0.4 million For the nine months ended March 31, 2001, loss from discontinued operations was $40.6 million as compared to $14.6 million for the nine months ended March 31, 2000. The nine months ended March 31, 2001, loss from discontinued operations of $40.6 million represent operating losses for the online segment from July to the December 2000 measurement date. The nine months ended March 31, 2000, loss from discontinued operations of $14.6 million represent operating losses for the online segment primarily incurred during the period January to March 2000. For the nine months ended March 31, 2001, loss on disposal of discontinued operations was $165.0 million. The loss on disposal primarily represents the write-down of net assets, including goodwill of the online segment and provision for operating losses during phase-out period. The Company's exit from these operations is expected to occur prior to June 30, 2001. The following unaudited proforma information is presented for purposes of restating the Company's prior period results to reflect the impact of discontinued operations (in thousands): Three months Three months Three months Three months Twelve months Three months ended ended ended ended ended ended September 30, December 31, March ,31 June 30, June 30, September 30, 1999 1999 2000 2000 2000 2000 ------------- ------------- ------------- ------------- ------------- ------------- Net Revenues ........................ $ 10,361 $ 6,601 $ 7,069 $ 4,190 $ 28,221 $ 10,567 Income (loss) from operations ....... 346 (1,000) (1,031) (5,636) (7,321) (2,121) Loss before provision for taxes ..... (468) (2,143) (1,673) (5,246) (9,530) (2,145) Loss from continuing operations ..... (516) (2,187) (1,765) (5,555) (10,023) (2,373) Income (loss) from discontinued Operations ........................ 107 43 (14,780) (25,235) (39,865) (24,839) ------------- ------------- ------------- ------------- ------------- ------------- Net loss ............................ $ (409) $ (2,144) $ (16,545) $ (30,790) $ (49,888) $ (27,212) ============= ============= ============= ============= ============= ============= Per share of common stock basic And diluted Loss from continuing operations ... $ (0.04) $ (0.12) $ (0.08) $ (0.21) $ (0.47) $ (0.08) Income (loss) from discontinued Operations ....................... 0.01 -- (0.64) ( 0.99) (1.89) (0.86) ------------- ------------- ------------- ------------- ------------- ------------- Net loss ............................ $ (0.03) $ (0.12) $ (0.72) $ (1.20) $ (2.36) $ (0.94) ============= ============= ============= ============= ============= ============= Weighted average basic and diluted Shares outstanding ................ 15,929 17,584 23,091 25,561 21,111 28,897 ============= ============= ============= ============= ============= ============= 9 LIQUIDITY AND CAPITAL RESOURCES In July 2000, the Company realized net proceeds of approximately $1,000,000 from the sale of an 11% Subordinated Note and warrants to purchase 60,000 shares of the Company's common stock. In December 2000, the Company announced the discontinuation of its online business segment. As a result of this decision, the Company's future cash requirements to operate these businesses will be significantly reduced. In May 2001, the Company announced a stock repurchase program. The Company is authorized to repurchase up to $2.0 million of its outstanding common stock. The purchases will be made from time to time in open-market transactions at prevailing prices. The Company used approximately $17.4 million in its operating activities in the first nine months of fiscal year 2001 as compared to $14.9 million in the first nine months of fiscal year 2000. The increase of approximately $2.5 million represents the increase in net loss, accounts receivable and other assets and the decrease in short-term liabilities offset by the increase in depreciation and amortization and a decrease in deposits and other current assets. Cash provided by investing activities in the first nine months of fiscal year 2001 of approximately $10.7 million is composed primarily of proceeds from marketable securities upon maturity offset by capital expenditures. Cash provided by financing activities in the first nine months of fiscal year 2001 of approximately $0.1 million is primarily attributable to the issuance of long-term debt offset by repayments of capitalized lease obligations and long-term debt. The Company's primary capital requirements with respect to its operations are to fund corporate overhead including expenses in evaluating opportunities in China, expansion of its retail store locations, its network of campus theaters and postcard distribution. As of March 31, 2001, the Company had approximately $11.7 million in cash and cash equivalents. The Company believes that such amounts plus an additional amount of $13.3 million, which represents investments in marketable debt securities with maturities of less than one year, will be sufficient to fund working capital, including debt service and interest requirements. In the event that the Company's plans and assumptions for each of its operations, with regard to the Company's ability to fund operations, working capital, capital expenditures and debt repayments, prove to be inaccurate, the Company could be required to seek additional financing. The Company's ability to improve its operations will be subject to prevailing economic conditions and to legal, financial, business, regulatory, industry and other factors, many of which are beyond the Company's control. The Company may also seek additional debt or equity financing to fund the cost of its retail expansion, to expand its network of campus theaters, to develop or acquire additional media and marketing services businesses or to fund its operations. To the extent that the Company finances its requirements through the issuance of additional equity securities, any such issuance would result in dilution to the interests of the Company's stockholders. Additionally, to the extent that the Company incurs indebtedness or issues debt securities in connection with financing activities, the Company will be subject to all of the risks associated with incurring substantial indebtedness, including the risk that interest rates may fluctuate and cash flow may be insufficient to pay principal and interest on any such indebtedness. The Company has no current arrangements with respect to, or sources of, additional financing. There can be no assurance that any additional financing will be available to the Company on acceptable terms, if at all. The Company currently projects a thirty five percent increase in revenues in fiscal year 2002 in both the media and retail segments. Growth in the media segment is expected to be broad based but driven primarily by event marketing, sampling and promotion. These projections assume improvement in the advertising market and continued growth in the Company's retail operations, among other things. The retail segment revenue growth is comprised of same store year-over-year growth, new store openings and price increases for the campus sales events. The Company also projects earnings before interest, taxes, depreciation and amortization ("EBITDA") to be positive in the first quarter of fiscal 2002 and in the full fiscal year 2002 due to projected increase in revenues, as well as projected improvements in operating margins. The projected EBITDA improvement is expected to reduce cash consumption below $7.0 million in fiscal year 2002 including an expected $3.0 million of capital investments in the business. Net income is expected to result in a loss of less than $10.0 million. The Company projects that it will sustain its revenue growth momentum through fiscal year 2003, which should result in improved EBITDA, sufficient to generate positive cash flow and positive net income in fiscal year 2003. 10 PART II OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. None 11 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 11, 2001 YOUTHSTREAM MEDIA NETWORKS, INC. BY: /s/ JAMES G. LUCCHESI ----------------------------------- JAMES G. LUCCHESI President and Chief Executive Officer BY: /s/ IRWIN ENGELMAN ----------------------------------- IRWIN ENGELMAN Executive Vice President, Chief Financial Officer and Chief Accounting Officer 12