UNITED STATES
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
the
quarterly period ended June 30, 2008
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
FOR
THE TRANSITION PERIOD FROM _______ TO _________
COMMISSION
FILE NO. 0-25053
THEGLOBE.COM,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE
OF DELAWARE
|
|
14-1782422
|
(STATE
OR OTHER JURISDICTION OF
|
|
(I.R.S.
EMPLOYER
|
INCORPORATION
OR ORGANIZATION)
|
|
IDENTIFICATION
NO.)
|
110
EAST
BROWARD BOULEVARD, SUITE 1400
FORT
LAUDERDALE, FL 33301
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(954)
769 - 5900
(Registrant's
telephone number, including area code)
Indicate
by check mark 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.
x
Yes
o
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “small
reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
|
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
o
No
x
The
number of shares outstanding of the Registrant's Common Stock, $.001 par value
(the "Common Stock") as of August 11, 2008 was 212,484,838.
THEGLOBE.COM,
INC.
FORM
10-Q
TABLE
OF
CONTENTS
PART
I:
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets at June 30, 2008 (unaudited) and December
31,
2007
|
2
|
|
|
|
|
Unaudited
Condensed Consolidated Statements of Operations for the six months
ended
June 30, 2008 and 2007
|
3
|
|
|
|
|
Unaudited
Condensed Consolidated Statements of Cash Flows for the six months
ended
June 30, 2008 and 2007
|
4
|
|
|
|
|
Notes
to Unaudited Condensed Consolidated Financial Statements
|
5
|
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|
|
|
Item
4T.
|
Controls
and Procedures
|
22
|
|
|
|
PART
II:
|
OTHER
INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
22
|
|
|
|
Item
1A.
|
Risk
Factors
|
22
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
28
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
29
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
29
|
|
|
|
Item
5.
|
Other
Information
|
29
|
|
|
|
Item
6.
|
Exhibits
|
29
|
|
|
|
|
SIGNATURES
|
31
|
PART
I - FINANCIAL INFORMATION
ITEM
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THEGLOBE.COM,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
June
30,
|
|
DECEMBER 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(UNAUDITED)
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
90,608
|
|
$
|
631,198
|
|
Accounts
receivable from related parties
|
|
|
20,404
|
|
|
416,566
|
|
Accounts
receivable
|
|
|
13,834
|
|
|
12,213
|
|
Prepaid
expenses
|
|
|
196,841
|
|
|
173,794
|
|
Other
current assets
|
|
|
3,200
|
|
|
4,219
|
|
Net
assets of discontinued operations
|
|
|
—
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
324,887
|
|
|
1,267,990
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
14,171
|
|
|
35,748
|
|
Intangible
assets, net
|
|
|
289,753
|
|
|
368,777
|
|
Other
assets
|
|
|
40,000
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
668,811
|
|
$
|
1,712,515
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
Accounts
payable to related parties
|
|
$
|
762,515
|
|
$
|
499,631
|
|
Accounts
payable
|
|
|
277,833
|
|
|
263,683
|
|
Accrued
expenses and other current liabilities
|
|
|
654,539
|
|
|
953,826
|
|
Accrued
interest due to related parties
|
|
|
1,185,370
|
|
|
954,795
|
|
Notes
payable due to related parties
|
|
|
4,450,000
|
|
|
4,650,000
|
|
Deferred
revenue
|
|
|
1,186,628
|
|
|
1,443,589
|
|
Net
liabilities of discontinued operations
|
|
|
1,865,128
|
|
|
1,902,344
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
10,382,013
|
|
|
10,667,868
|
|
|
|
|
|
|
|
|
|
Deferred
revenue
|
|
|
361,271
|
|
|
401,248
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
10,743,284
|
|
|
11,069,116
|
|
|
|
|
|
|
|
|
|
Stockholders'
Deficit:
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value; 500,000,000 shares authorized; 212,484,838
and
|
|
|
|
|
|
|
|
172,484,838
shares issued at June 30, 2008 and December 31, 2007,
respectively
|
|
|
212,485
|
|
|
172,485
|
|
|
|
|
|
|
|
|
|
Additional
paid-in capital
|
|
|
290,862,300
|
|
|
290,486,232
|
|
Accumulated
deficit
|
|
|
(301,149,258
|
)
|
|
(300,015,318
|
)
|
|
|
|
|
|
|
|
|
Total
stockholders' deficit
|
|
|
(10,074,473
|
)
|
|
(9,356,601
|
)
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ deficit
|
|
$
|
668,811
|
|
$
|
1,712,515
|
|
See
notes
to unaudited condensed consolidated financial statements.
THEGLOBE.COM,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Six Months Ended June
30,
|
|
|
|
2008
|
|
2007
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
Net
Revenue
|
|
$
|
1,091,025
|
|
$
|
1,077,064
|
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
148,829
|
|
|
193,303
|
|
Sales
and marketing
|
|
|
296,401
|
|
|
1,230,680
|
|
General
and administrative
|
|
|
1,190,620
|
|
|
2,183,031
|
|
Related
party transactions
|
|
|
283,382
|
|
|
283,792
|
|
Depreciation
|
|
|
21,577
|
|
|
43,054
|
|
Intangible
asset amortization
|
|
|
79,024
|
|
|
79,023
|
|
|
|
|
2,019,833
|
|
|
4,012,883
|
|
|
|
|
|
|
|
|
|
Operating
Loss from Continuing Operations
|
|
|
(928,808
|
)
|
|
(2,935,819
|
)
|
Other
Income (Expense), net:
|
|
|
|
|
|
|
|
Related
party interest expense
|
|
|
(230,575
|
)
|
|
(671,274
|
)
|
Interest
income
|
|
|
3,236
|
|
|
56,493
|
|
Other
income
|
|
|
247
|
|
|
—
|
|
|
|
|
(227,092
|
)
|
|
(614,781
|
)
|
|
|
|
|
|
|
|
|
Loss
from Continuing Operations
|
|
|
|
|
|
|
|
Before
Income Tax
|
|
|
(1,155,900
|
)
|
|
(3,550,600
|
)
|
Income
Tax Provision
|
|
|
—
|
|
|
—
|
|
Loss
from Continuing Operations
|
|
|
(1,155,900
|
)
|
|
(3,550,600
|
)
|
|
|
|
|
|
|
|
|
Discontinued
Operations, net of tax
|
|
|
21,960
|
|
|
(1,004,012
|
)
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(1,133,940
|
)
|
$
|
(4,554,612
|
)
|
|
|
|
|
|
|
|
|
Loss
Per Share -
|
|
|
|
|
|
|
|
Basic
and Diluted:
|
|
|
|
|
|
|
|
Continuing
Operations
|
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
Discontinued
Operations
|
|
$
|
—
|
|
$
|
(0.01
|
)
|
Net
Loss
|
|
$
|
(0.01
|
)
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
Weighted
Average Common Shares Outstanding
|
|
|
176,880,438
|
|
|
172,485,000
|
|
See
notes
to unaudited condensed consolidated financial statements.
THEGLOBE.COM,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Six Months
Ended June
30,
|
|
|
|
2008
|
|
2007
|
|
|
|
(UNAUDITED)
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(1,133,940
|
)
|
$
|
(4,554,612
|
)
|
Add
back: (income) loss from discontinued operations
|
|
|
(21,960
|
)
|
|
1,004,012
|
|
Net
loss from continuing operations
|
|
|
(1,155,900
|
)
|
|
(3,550,600
|
)
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss from continuing operations to net cash flows
from
operating activities
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
100,601
|
|
|
122,077
|
|
Non-cash
interest expense related to beneficial conversion features of
debt
|
|
|
—
|
|
|
500,000
|
|
Employee
stock compensation
|
|
|
15,216
|
|
|
118,797
|
|
Compensation
related to non-employee stock options
|
|
|
852
|
|
|
4,466
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
Accounts
receivable from related parties
|
|
|
396,162
|
|
|
6,433
|
|
Accounts
receivable
|
|
|
(1,621
|
)
|
|
(51,682
|
)
|
Prepaid
and other current assets
|
|
|
(22,028
|
)
|
|
131,284
|
|
Accounts
payable to related parties
|
|
|
262,884
|
|
|
108,304
|
|
Accounts
payable
|
|
|
14,150
|
|
|
158,229
|
|
Accrued
expenses and other current liabilities
|
|
|
(299,287
|
)
|
|
(296,996
|
)
|
Accrued
interest due to related parties
|
|
|
230,575
|
|
|
171,274
|
|
Deferred
revenue
|
|
|
(296,938
|
)
|
|
(381
|
)
|
|
|
|
|
|
|
|
|
Net
cash flows from operating activities of continuing
operations
|
|
|
(755,334
|
)
|
|
(2,578,795
|
)
|
Net
cash flows from operating activities of discontinued
operations
|
|
|
7,744
|
|
|
(3,004,434
|
)
|
Net
cash flows from operating activities
|
|
|
(747,590
|
)
|
|
(5,583,229
|
)
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
Purchases
of property and equipment
|
|
|
—
|
|
|
(14,194
|
)
|
|
|
|
|
|
|
|
|
Proceeds
from the sale of property and equipment of discontinued
operations
|
|
|
7,000
|
|
|
91,494
|
|
Net
cash flows from investing activities
|
|
|
7,000
|
|
|
77,300
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
Borrowing
on Notes Payable
|
|
|
200,000
|
|
|
500,000
|
|
Net
cash flows from financing activities
|
|
|
200,000
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
Net
Decrease in Cash and Cash Equivalents
|
|
|
(540,590
|
)
|
|
(5,005,929
|
)
|
Cash
and Cash Equivalents, at beginning of period
|
|
|
631,198
|
|
|
5,316,218
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents, at end of period
|
|
$
|
90,608
|
|
$
|
310,289
|
|
See
notes
to unaudited condensed consolidated financial statements.
THEGLOBE.COM,
INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(1)
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION
OF THEGLOBE.COM
theglobe.com,
inc. (the "Company" or "theglobe") was incorporated on May 1, 1995 (inception)
and commenced operations on that date. Originally, theglobe.com was an online
community with registered members and users in the United States and abroad.
However, due to the deterioration of the online advertising market, the Company
was forced to restructure and ceased the operations of its online community
on
August 15, 2001. The Company then sold most of its remaining online and offline
properties. The Company continued to operate its Computer Games print magazine
and the associated CGOnline website (
www.cgonline.com
), as
well as the e-commerce games distribution business of Chips & Bits, Inc. (
www.chipsbits.com
). On
June 1, 2002, Chairman Michael S. Egan and Director Edward A. Cespedes became
Chief Executive Officer and President of the Company, respectively. On November
14, 2002, the Company entered into the Voice over Internet Protocol (“VoIP”)
business by acquiring certain VoIP assets.
On
May 9,
2005, the Company exercised an option to acquire all of the outstanding capital
stock of Tralliance Corporation (“Tralliance”), an entity which had been
designated as the registry for the “.travel” top-level domain through an
agreement with the Internet Corporation for Assigned Names and Numbers
(“ICANN”). The purchase price consisted of the issuance of 2,000,000 shares of
theglobe’s Common Stock, warrants to acquire 475,000 shares of theglobe’s Common
Stock and $40,000 in cash.
As
more
fully discussed in Note 5, “Discontinued Operations,” in March 2007, management
and the Board of Directors of the Company made the decision to cease all
activities related to its computer games businesses, including discontinuing
the
operations of its magazine publications, games distribution business and related
websites. In addition, in March 2007, management and the Board of
Directors of the Company decided to discontinue the operating, research and
development activities of its VoIP telephony services business and terminate
all
of the remaining employees of that business.
As
of
June 30, 2008, the Company managed a single line of business consisting of
Tralliance. See Note 3, “Proposed Sale of Tralliance and Share Issuance,”
regarding a proposed transaction whereby the Company would sell its Tralliance
business and issue approximately 229,000,000 shares of its Common Stock to
a
company controlled by Michael S. Egan, the Company’s Chairman and Chief
Executive Officer.
PRINCIPLES
OF CONSOLIDATION
The
condensed consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries from their respective dates of acquisition.
All significant intercompany balances and transactions have been eliminated
in
consolidation.
UNAUDITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The
unaudited interim condensed consolidated financial statements of the Company
as
of June 30, 2008 and for the six months ended June 30, 2008 and 2007 included
herein have been prepared in accordance with the instructions for Form 10-Q
under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain information
and note disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations relating to interim
condensed consolidated financial statements.
In
the
opinion of management, the accompanying unaudited interim condensed consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
the
Company at June 30, 2008 and the results of its operations and its cash flows
for the six months ended June 30, 2008 and 2007. The results of operations
and
cash flows for such periods are not necessarily indicative of results expected
for the full year or for any future period.
USE
OF
ESTIMATES
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. These estimates and assumptions relate to estimates of collectability
of
accounts receivable, the valuations of fair values of options and warrants,
the
impairment of long-lived assets, accounts payable and accrued expenses and
other
factors. At June 30, 2008 and December 31, 2007, a significant portion of our
net liabilities of discontinued operations relate to charges that have been
disputed by the Company and for which estimates have been required. Our
estimates, judgments and assumptions are continually evaluated based upon
available information and experience. Because of estimates inherent in the
financial reporting process, actual results could differ from those
estimates.
CASH
AND
CASH EQUIVALENTS
Cash
equivalents consist of money market funds and highly liquid short-term
investments with qualified financial institutions. The Company considers all
highly liquid securities with original maturities of three months or less to
be
cash equivalents.
COMPREHENSIVE
INCOME (LOSS)
The
Company reports comprehensive income (loss) in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 130, "Reporting Comprehensive
Income." Comprehensive income (loss) generally represents all changes in
stockholders' equity during the year except those resulting from investments
by,
or distributions to, stockholders. The Company's comprehensive loss was
approximately $1.1 million and $4.6 million for the six months ended June 30,
2008 and 2007, respectively, which approximated the Company's reported net
loss.
CONCENTRATION
OF CREDIT RISK
Financial
instruments which subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents and trade accounts receivable. The
Company maintains its cash and cash equivalents with various financial
institutions and invests its funds among a diverse group of issuers and
instruments. The Company performs ongoing credit evaluations of its customers'
financial condition and establishes an allowance for doubtful accounts based
upon factors surrounding the credit risk of customers, historical trends and
other information.
REVENUE
RECOGNITION
The
Company’s revenue from continuing operations consists principally of
registration fees for Internet domain registrations, which generally have terms
of one year, but may be up to ten years. Such registration fees are reported
net
of transaction fees paid to an unrelated third party which serves as the
registry operator for the Company. Payments of registration fees are deferred
when initially received and recognized as revenue on a straight-line basis
over
the registrations’ terms.
SEGMENT
REPORTING
Effective
with the March 2007 decision by management and the Board of Directors of the
Company to cease all activities related to its computer games and VoIP telephony
services businesses, the Company is now involved in one operating segment,
the
Internet services business.
NET
LOSS
PER SHARE
The
Company reports net loss per common share in accordance with SFAS No. 128,
"Computation of Earnings Per Share." In accordance with SFAS 128 and the
Securities and Exchange Commission (“SEC’) Staff Accounting Bulletin No. 98,
basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Common equivalent shares consist of the
incremental common shares issuable upon the conversion of convertible preferred
stock and convertible notes (using the if-converted method), if any, and the
shares issuable upon the exercise of stock options and warrants (using the
treasury stock method). Common equivalent shares are excluded from the
calculation if their effect is anti-dilutive or if a loss from continuing
operations is reported.
Due
to
the Company's net losses from continuing operations, the effect of potentially
dilutive securities or common stock equivalents that could be issued was
excluded from the diluted net loss per common share calculation due to the
anti-dilutive effect. Such potentially dilutive securities and common stock
equivalents consisted of the following for the periods ended June
30:
|
|
2008
|
|
2007
|
|
Options
to purchase common stock
|
|
|
15,601,000
|
|
|
18,776,000
|
|
Common
shares issuable upon exercise of warrants
|
|
|
16,911,000
|
|
|
16,911,000
|
|
Common
shares issuable upon conversion of Convertible Notes
|
|
|
153,000,000
|
|
|
118,000,000
|
|
Total
|
|
|
185,512,000
|
|
|
153,687,000
|
|
RECENT
ACCOUNTING PRONOUNCEMENTS
In
December, 2007, the FASB issued SFAS 141R, “Business Combinations” (“SFAS 141R”)
which requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date. SFAS 141R requires, among
other things, that in a business combination achieved through stages (sometimes
referred to as a “step acquisition”) that the acquirer recognize the
identifiable assets and liabilities, as well as the non-controlling interest
in
the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with this Statement).
SFAS
141R
also requires the acquirer to recognize goodwill as of the acquisition date,
measured as a residual, which in most types of business combinations will result
in measuring goodwill as the excess of the consideration transferred plus the
fair value of any non-controlling interest in the acquiree at the acquisition
date over the fair values of the identifiable net assets acquired. SFAS 141R
applies prospectively to business combinations for which the acquisition date
is
on or after the beginning of the first annual reporting period beginning on
or
after December 15, 2008. We do not expect that the adoption of SFAS 141R will
have a material impact on our financial statements.
In
December 2007, the FASB issued SFAS 160, “Non-controlling Interests in
Consolidated Financial Statements” (“SFAS 160”). This Statement changes the way
the consolidated income statement is presented. SFAS 160 requires consolidated
net income to be reported at amounts that include the amounts attributable
to
both the parent and the non-controlling interest. It also requires disclosure,
on the face of the consolidated statement of income, of the amounts of
consolidated net income attributable to the parent and to the non-controlling
interest. Currently, net income attributable to the non-controlling interest
generally is reported as an expense or other deduction in arriving at
consolidated net income. It also is often presented in combination with other
financial statement amounts. SFAS 160 results in more transparent reporting
of
the net income attributable to the non-controlling interest. This Statement
is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company does not believe that
SFAS
160 will have a material impact on its financial statements.
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities.”
SFAS No. 159 expands the scope of what entities may carry at fair value by
offering an irrevocable option to record many types of financial assets and
liabilities at fair value. Changes in fair value would be recorded in an
entity’s income statement. This accounting standard also establishes
presentation and disclosure requirements that are intended to facilitate
comparisons between entities that choose different measurement attributes for
similar types of assets and liabilities. SFAS No. 159 was effective for the
Company on January 1, 2008. The Company does not believe that SFAS No. 159
will
have a material impact on its financial statements.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value
in
generally accepted accounting principles and expands disclosure about fair
value
measurements. SFAS No. 157 applies to other accounting standards that require
or
permit fair value measurements. Accordingly, this statement does not require
any
new fair value measurement. SFAS No. 157 was effective for the Company on
January 1, 2008. The Company does not believe that SFAS No. 157 will have a
material impact on its financial statements.
RECLASSIFICATIONS
Certain
amounts in the prior year financial statements have been reclassified to conform
to the current year presentation.
(2)
GOING CONCERN CONSIDERATIONS AND MANAGEMENT’S PLAN
The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. Accordingly,
the
consolidated financial statements do not include any adjustments relating to
the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. However,
for the reasons described below, Company management does not believe that cash
on hand and cash flow generated internally by the Company will be adequate
to
fund the operation of its businesses beyond a short period of time. These
reasons raise significant doubt about the Company’s ability to continue as a
going concern.
During
the year ended December 31, 2007 and the six months ended June 30, 2008, the
Company was able to continue operating as a going concern due principally to
funding of $1,250,000 received during 2007 from the sale of secured convertible
demand promissory notes (the “2007 Convertible Notes”) to an entity controlled
by Michael Egan, its Chairman and Chief Executive Officer and additional funding
of $380,000 provided from the sale of all of the Company’s rights related to its
www.search.travel domain name and website to an entity also controlled by Mr.
Egan in December 2007.
On
June
6, 2008, Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which is
controlled by the Company’s Chairman and Chief Executive Officer, entered into a
one year Revolving Loan Agreement with the Company pursuant to which the Company
may, under certain conditions as described below, borrow up to a maximum of
$500,000 from Dancing Bear (the “Revolving Debt”). During June 2008, the Company
borrowed an aggregate of $200,000 from Dancing Bear under the Revolving Loan
Agreement and subsequently in July and August 2008, the Company made additional
borrowings aggregating $200,000 under the Revolving Loan Agreement. During
the
remainder of the one year term of the Revolving Loan Agreement, the Company
may
make borrowing requests to Dancing Bear, and if such requests are approved
by
Dancing Bear, may borrow additional funds of up to $100,000 under the Revolving
Loan Agreement. All such funds borrowed may be prepaid in whole or in part,
without penalty, at any time during the term of the Revolving Loan Agreement.
The Company currently has no ability to repay the Loan. All unpaid borrowings,
including accrued interest on borrowed funds at the rate of 10% per annum,
are
due and payable by the Company to Dancing Bear in one lump sum on the earlier
of
(i) June 6, 2009, or (ii) the occurrence of an event of default as defined
in
the Revolving Loan Agreement. All borrowings under the Revolving Loan Agreement
are secured by a pledge of all of the assets of the Company and its
subsidiaries, subordinate to existing liens on such assets related to the 2005
Convertible Notes and the 2007 Convertible Notes (the “Convertible Debt”) (see
Note 4, “Debt” for further details).
At
June
30, 2008, the Company had a net working capital deficit of approximately
$10,100,000, inclusive of a cash and cash equivalents balance of approximately
$91,000. Such working capital deficit included an aggregate of $4,250,000 in
Convertible Debt, related accrued interest of approximately $1,184,000, and
accounts payable totaling approximately $763,000 due to entities controlled
by
Mr. Egan (see Note 4, “Debt” and Note 8, “Related Party Transactions” for
further details). Additionally, such working capital deficit included
approximately $1,900,000 of net liabilities of discontinued operations, with
a
significant portion of such liabilities related to charges which have been
disputed by the Company, and $200,000 of secured debt recently borrowed under
the Revolving Loan Agreement.
Notwithstanding
previous cost reduction actions taken by the Company and its decision to
shutdown its unprofitable computer games and VoIP telephony services businesses
in March 2007 (see Note 5, “Discontinued Operations” for further details), the
Company continues to incur substantial consolidated net losses, although reduced
in comparison with prior periods, and management believes that the Company
will
continue to be unprofitable in the foreseeable future. Based upon the Company’s
current financial condition, as discussed above, and without further advances
from Dancing Bear under the aforementioned $500,000 Revolving Loan Agreement
or
the infusion of other additional capital, management does not believe that
the
Company will be able to fund its operations beyond the end of August 2008.
Assuming that the remaining $100,000 that may be available under the Revolving
Loan Agreement is loaned to the Company sometime around the end of August 2008,
such borrowing would be expected to allow us to fund our operations for only
a
few weeks thereafter.
As
more
fully discussed in Note 3, “Proposed Sale of Tralliance and Share Issuance,” on
June 10, 2008, the Company announced that it had entered into a definitive
agreement to sell substantially all of the business and net assets of its
Tralliance Corporation subsidiary and to issue approximately 229,000,000 shares
of its Common Stock to an entity controlled by Mr. Egan (the “Purchase
Transaction”). Additionally, on June 10, 2008, the Company announced that
Dancing Bear Investments, Inc., an entity controlled by Michael S. Egan,
converted a portion of the Convertible Debt totaling $400,000 into 40,000,000
shares of the Company’s Common Stock. Such conversion increased the ownership in
the Company’s Common Stock by Mr. Egan and certain family members and related
parties (the “Egan Family”) to approximately 51.25% and allows the Egan Family
to control the vote on all corporate actions, including the Purchase Transaction
(see Note 4, “Debt”), which was approved by written action dated July 9, 2008.
In the event that the Purchase Transaction is consummated, all of the Company’s
remaining Convertible Debt, related accrued interest and accounts payable owed
to entities controlled by Mr. Egan (which was approximately $6,200,000 at June
30, 2008) will be exchanged or cancelled. Consummation of the Purchase
Transaction will not eliminate the Company’s obligations related to the
Revolving Debt.
Additionally,
the consummation of the Purchase Transaction would also result in significant
reductions in the Company’s cost structure, based upon the elimination of
Tralliance’s operating expenses. Although substantially all of Tralliance’s
revenue would also be eliminated, approximately 10% of Tralliance’s future net
revenue through May 5, 2015 would be essentially retained through the
contemplated net revenue earn-out provisions of the Purchase Transaction.
Additionally, the consummation of the Purchase Transaction would increase Mr.
Egan’s beneficial ownership in the Company to approximately 77% (assuming
exercise of all outstanding stock options and warrants) and would significantly
dilute all other existing shareholders.
MANAGEMENT’S
PLANS
Management
expects that the consummation of the Purchase Transaction will significantly
reduce the amount of net losses currently being sustained by the Company.
However, management does not believe that the consummation of the Purchase
Transaction will, in itself, allow the Company to become profitable and generate
operating cash flows sufficient to fund its operations and pay its existing
current liabilities (including those liabilities related to its discontinued
operations) in the foreseeable future. Accordingly, assuming that the Purchase
Transaction is consummated, management believes that additional capital
infusions, including amounts significantly beyond the remaining $100,000
available under the Revolving Loan Agreement, will continue to be needed in
order for the Company to continue to operate as a going concern.
Although
management presently expects that the Purchase Transaction will be consummated,
there can be no assurance that such closing will occur. In the event that the
Purchase Transaction is not consummated, management expects that significantly
more capital will need to be invested in the Company in the near term than
would
be required in the event that the Purchase Transaction is consummated. Also,
inasmuch as substantially all of the assets of the Company and its subsidiaries
secure the Convertible Debt and the Revolving Debt owed to entities controlled
by Mr. Egan, in connection with any resulting proceeding to collect this debt,
such entities could seize and sell the assets of the Company and it
subsidiaries, any or all of which would have a material adverse effect on the
financial condition and future operations of the Company, including the
potential bankruptcy or cessation of business of the Company.
It
is our
preference to avoid filing for protection under the U.S. Bankruptcy Code.
However, in order to continue operating as a going concern for any length of
time beyond August of 2008, we believe that we must raise additional capital.
Although there is no commitment to do so, any such funds would most likely
come
from Dancing Bear under the existing $500,000 Revolving Loan Agreement, or
otherwise from Michael Egan or affiliates of Mr. Egan or the Company, as the
Company currently has no access to credit facilities with traditional third
parties and has historically relied upon borrowings from related parties to
meet
short-term liquidity needs. Any such equity capital raised would not be
registered under the Securities Act of 1933 and would not be offered or sold
in
the United States absent registration requirements. Further, any securities
issued (or issuable) in connection with any such capital raise will likely
result in very substantial dilution of the number of outstanding shares of
the
Company’s Common Stock.
The
amount of capital required to be raised by the Company will be dependent upon
a
number of factors, including (i) whether or not the Purchase Transaction is
consummated; (ii) whether “.travel” name registration net revenue levels are
able to be increased; (iii) our ability to control and reduce operating
expenses; and (iv) our ability to successfully settle disputed and other
outstanding liabilities related to our discontinued operations. While the
Company anticipates that the Purchase Transaction will be consummated in mid
September 2008, there can be no assurance that the Purchase Transaction will
be
consummated nor that the Company will be successful in raising a sufficient
amount of capital, executing any of its current or future business plans or
in
continuing to operate as a going concern on a long-term basis. The consolidated
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.
(3)
PROPOSED
SALE OF TRALLIANCE AND SHARE ISSUANCE
On
June
10, 2008, theglobe entered into a definitive agreement (the “Purchase
Agreement”) with The Registry Management Company, LLC (“Registry Management”),
whereby theglobe will (i) sell the business and substantially all of the assets
of its Tralliance Corporation subsidiary and (ii) issue 229,000,000 shares
of
its Common Stock to Registry Management (the “Purchase Transaction”). Registry
Management is controlled by Michael S. Egan, theglobe’s Chairman and Chief
Executive Officer and principal stockholder and each of theglobe’s two remaining
Board members and executive officers, Mr. Edward A. Cespedes and Ms. Robin
S.
Lebowitz, have a minority interest in Registry Management.
As
part
of the consideration for the Purchase Transaction, Mr. Egan and certain of
his
affiliates, will exchange and surrender to theglobe all of their right, title
and interest to (i) certain secured demand convertible promissory notes (the
“2005 and 2007 Convertible Notes”) in the aggregate outstanding principal amount
of $4,250,000, together with all accrued and unpaid interest thereon
(approximately $1,184,000 at June 30, 2008) and (ii) accrued and unpaid rent
and
miscellaneous fees due and outstanding as of the date of closing of the Purchase
Transaction (approximately $763,000 at June 30, 2008).
As
additional consideration, Registry Management will pay an earn-out to theglobe
equal to 10% (subject to certain minimums) of Registry Management’s “net
revenue” (as defined) derived from “.travel” names registered by Registry
Management from the date of closing through May 5, 2015. The minimum earn-out
amount payable by Registry Management will be at least $300,000 in the first
year, increasing by $25,000 in each subsequent year (pro-rated for the final
year of the earn-out). The total net present value of the minimum earn-out
payments is estimated to be approximately $1,300,000, bringing the total
purchase consideration for the Purchase Transaction to approximately $7,600,000
(assuming that the Purchase Transaction closes in mid-September
2008).
Inasmuch
as theglobe will be a shell company with no significant assets or business
operations after the sale of Tralliance, as a condition to closing of the
Purchase Transaction, theglobe will enter into Termination Agreements with
theglobe’s executive management providing for the termination of their existing
employment agreements effective upon the closing of the Purchase Transaction.
Notwithstanding the termination of their employment agreements, each such person
is expected to remain on the Board of Directors and continue to hold their
existing respective officer positions with theglobe. Further, effective on
or
shortly after the closing date of the Purchase Transaction, it is expected
that
theglobe will enter into a management services agreement with an affiliate
of
Mr. Egan whereby such affiliate will provide various managerial, financial,
accounting and administrative services to theglobe for approximately $200,000
to
$300,000 per annum. As a result, upon the closing of the Purchase Transaction,
it is expected that theglobe’s future operating expenses as a public shell
company will consist primarily of expenses incurred under the Management
Services Agreement and other customary public company expenses, including legal,
audit and other miscellaneous public company costs.
On
June
12, 2008, Mr. Michael S. Egan, the Chairman and CEO of theglobe, together with
certain of his affiliates and other related parties, whom collectively are
the
record owners of approximately 51.25% of the issued and outstanding shares
of
theglobe Common Stock, the sole class of voting securities of theglobe, executed
a written consent of the stockholders adopting the Purchase Agreement described
above and approving the transactions contemplated thereby in accordance with
Section 228 of Delaware Law. On July 9, 2008, the same stockholders further
ratified their prior action of June 12, 2008 and approved anew the Purchase
Transaction. The actions by written consent are sufficient to approve the
Purchase Agreement and the other transaction contemplated by the Purchase
Agreement without any further action or vote of the stockholders of
theglobe.com
In
connection with the Purchase Transaction, on July 25, 2008, theglobe filed
a
Definitive Information Statement and related Notice of Internet Availability
of
Information Statement (the “Notice”) with the Securities and Exchange
Commission, and shortly thereafter commenced mailing the Notice to its
stockholders. The Company presently expects the Purchase Transaction to close
in
mid-September 2008.
(4)
DEBT
Debt
consists of notes payable due to related parties, as summarized
below:
|
|
June 30, 2008
|
|
December 31, 2007
|
|
|
|
|
|
|
|
2008
Revolving Loan Notes due to affiliates
|
|
$
|
200,000
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
2007
Convertible Notes due to affiliates; due on demand
|
|
|
850,000
|
|
|
1,250,000
|
|
|
|
|
|
|
|
|
|
2007
Convertible Notes due to affiliates; due on demand
|
|
|
3,400,000
|
|
|
3,400,000
|
|
|
|
|
4,450,000
|
|
|
4,650,000
|
|
|
|
|
|
|
|
|
|
LESS:
Short-term portion
|
|
|
4,450,000
|
|
|
4,650,000
|
|
|
|
|
|
|
|
|
|
Long-term
portion
|
|
$
|
—
|
|
$
|
—
|
|
On
June
6, 2008, Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which is
controlled by Michael S. Egan, the Company’s Chairman and Chief Executive
Officer, entered into a one year Revolving Loan Agreement with the Company
pursuant to which the Company may, under certain conditions as described below,
borrow up to a maximum of $500,000 from Dancing Bear. Additionally, on June
6,
2008, the Company borrowed an initial amount of $100 thousand and then on June
19, 2008 borrowed an additional $100 thousand, under the Revolving Loan
Agreement. Subsequently, on July 10, 2008 and on August 6, 2008, the Company
made additional borrowings of $100 thousand each under the Revolving Loan
Agreement. During the remainder of the one year term of the Revolving Loan
Agreement, the Company may make borrowing requests to Dancing Bear, and if
such
requests are approved by Dancing Bear, may borrow additional funds up to the
$500,000 maximum limit under the Revolving Loan Agreement. All such funds
borrowed may be prepaid in whole or in part, without penalty, at any time during
the term of the Revolving Loan Agreement. The Company currently has no ability
to repay this Loan. All unpaid borrowings, including accrued interest on
borrowed funds at the rate of 10% per annum, are due and payable by the Company
to Dancing Bear in one lump sum on the earlier of (i) June 6, 2009, or (ii)
the
occurrence of an event of default as defined in the Revolving Loan Agreement.
All borrowings under the Revolving Loan Agreement are secured by a pledge of
all
of the assets of the Company and its subsidiaries, subordinate to existing
liens
on such assets related to the 2005 Convertible Notes and 2007 Convertible Notes.
Additionally,
on June 10, 2008, Dancing Bear converted an aggregate of $400,000 of outstanding
2007 Convertible Notes due to them by the Company into an aggregate of
40,000,000 shares of the Company’s Common Stock. Such conversion increased the
ownership in the Company’s Common Stock by Mr. Egan and certain family members
and related parties (the “Egan Family”) to approximately 51.25% and allows the
Egan Family to control the vote on all corporate actions (see Note 3 “Proposed
Sale of Tralliance and Share Issuance”).
(5)
DISCONTINUED OPERATIONS
In
March
2007, management and the Board of Directors of the Company made the decision
to
cease all activities related to its Computer Games businesses, including
discontinuing the operations of its magazine publications, games distribution
business and related websites. The Company’s decision to shutdown its computer
games businesses was based primarily on the historical losses sustained by
these
businesses during the recent past and management’s expectations of continued
future losses. As of June 30, 2008, all significant elements of its computer
games business shutdown plan have been completed by the Company, except for
the
resolution and payment of remaining outstanding accounts payables.
In
addition, in March 2007, management and the Board of Directors of the Company
decided to discontinue the operating, research and development activities of
its
VoIP telephony services business and terminate all of the remaining employees
of
the business.
The
Company’s decision to discontinue the operations of its VoIP telephony services
business was based primarily on the historical losses sustained by the business
during the past several years, management’s expectations of continued losses for
the foreseeable future and estimates of the amount of capital required to
attempt to successfully monetize its business. On April 2, 2007, theglobe agreed
to transfer to Michael Egan all of its VoIP intellectual property in
consideration for his agreement to provide the Security in connection with
the
MySpace litigation Settlement Agreement (See Note 7, “Litigation,” for further
discussion). The Company had previously written off the value of the VoIP
intellectual property as a result of its evaluation of the VoIP telephony
services business’ long-lived assets in connection with the preparation of the
Company’s 2004 year-end consolidated financial statements. As of June 30, 2008,
all significant elements of its VoIP telephony services business shutdown plan
have been completed by the Company, except for the resolution of certain vendor
disputes and the payment of remaining outstanding vendor payables.
Results
of operations for the Computer Games and VoIP telephony services businesses
have
been reported separately as “Discontinued Operations” in the accompanying
consolidated statements of operations for all periods presented. The assets
and
liabilities of the computer games and VoIP telephony services businesses have
been included in the captions, “Assets of Discontinued Operations” and
“Liabilities of Discontinued Operations” in the accompanying condensed
consolidated balance sheets.
The
following is a summary of the assets and liabilities of the discontinued
operations of the computer games and VoIP telephony services businesses as
included in the accompanying condensed consolidated balance sheets. A
significant portion of the net liabilities of discontinued operations at June
30, 2008 relate to charges that have been disputed by the Company and for which
estimates have been required.
|
|
June 30,
2008
|
|
December 31,
2007
|
|
Assets:
|
|
|
|
|
|
|
|
Computer
Games
|
|
|
|
|
|
|
|
Accounts
receivable, net
|
|
$
|
—
|
|
$
|
30,000
|
|
|
|
|
—
|
|
|
30,000
|
|
VoIP
Telephony Services
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Total
assets of discontinued operations
|
|
$
|
—
|
|
$
|
30,000
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
2008
|
|
2007
|
|
Liabilities:
|
|
|
|
|
|
|
|
Computer
Games
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
35,584
|
|
$
|
35,584
|
|
Subscriber
liability, net
|
|
|
4,989
|
|
|
5,397
|
|
|
|
|
40,573
|
|
|
40,981
|
|
VoIP
Telephony Services
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,595,845
|
|
|
1,632,653
|
|
Other
accrued expenses
|
|
|
228,710
|
|
|
228,710
|
|
|
|
|
1,824,555
|
|
|
1,861,363
|
|
|
|
|
|
|
|
|
|
Total
liabilities of discontinued operations
|
|
$
|
1,865,128
|
|
$
|
1,902,344
|
|
Summarized
results of operations financial information for the discontinued operations
of
our computer games and VoIP telephony services businesses was as
follows:
|
|
Six
Months Ended June 30,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Computer
Games:
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
21,695
|
|
$
|
608,415
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from operations, net of tax
|
|
$
|
17,789
|
|
$
|
(146,256
|
)
|
|
|
|
|
|
|
|
|
VoIP
Telephony Services
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
—
|
|
$
|
630
|
|
|
|
|
|
|
|
|
|
Income
(Loss) from operations, net of tax
|
|
$
|
4,171
|
|
$
|
(857,756
|
)
|
The
Company has estimated the costs expected to be incurred in shutting down its
computer games and VoIP telephony services businesses and has accrued charges
as
of June 30, 2008, as follows:
Computer Games Division
|
|
Contract
Termination
Costs
|
|
Purchase
Commitment
|
|
Other
Costs
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Shut-Down costs expected to
be incurred
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24,235
|
|
$
|
24,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included
in liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged
to discontinued operations
|
|
$
|
115,000
|
|
$
|
106,000
|
|
$
|
24,235
|
|
|
245,235
|
|
Payment
of costs
|
|
|
—
|
|
|
—
|
|
|
(24,235
|
)
|
|
(24,235
|
)
|
Settlements
credited to discontinued operations
|
|
|
(115,000
|
)
|
|
(106,000
|
)
|
|
—
|
|
|
(221,000
|
)
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
VoIP
Telephony Services Division
|
|
Contract
Termination
Costs
|
|
|
|
|
|
Shut-Down
costs expected to be incurred
|
|
$
|
416,466
|
|
|
|
|
|
|
Included
in liabilities:
|
|
|
|
|
Charged
to discontinued operations
|
|
|
428,966
|
|
Payment
of costs
|
|
$
|
(61,000
|
)
|
Settlements
credited to discontinued operations
|
|
|
(12,500
|
)
|
|
|
$
|
355,466
|
|
Net
current liabilities of discontinued operations at June 30, 2008 include accounts
payable and accruals totaling $355,466 related to the estimated shut-down costs
summarized above.
(6)
STOCK OPTION PLANS
We
have
several stock option plans under which nonqualified stock options may be granted
to officers, directors, other employees, consultants and advisors of the
Company. In general, options granted under the Company’s stock option plans
expire after a ten-year period and generally vest no later than three years
from
the date of grant. Incentive options granted to stockholders who own greater
than 10% of the total combined voting power of all classes of stock of the
Company must be issued at 110% of the fair market value of the stock on the
date
the options are granted. As of June 30, 2008, there were approximately 7,383,000
shares available for grant under the Company’s stock option plans.
No
stock
options were granted by the Company during the six months ended June 30, 2008.
A
total of 100,000 stock options were granted during the six months ended June
30,
2007, with a weighted-average fair value of $0.07. There were no stock option
exercises during the six months ended June 30, 2008 and 2007.
Stock
option activity during the six months ended June 30, 2008 was as
follows:
|
|
Total Options
|
|
Weighted
Average Exercise
Price
|
|
Outstanding at December
31, 2007
|
|
|
16,340,660
|
|
$
|
0.40
|
|
Granted
|
|
|
—
|
|
|
|
|
Exercised
|
|
|
—
|
|
|
|
|
Canceled
|
|
|
(739,500
|
)
|
|
0.39
|
|
Outstanding
at June 30, 2008
|
|
|
15,601,160
|
|
$
|
0.41
|
|
Options
exercisable at June 30, 2008
|
|
|
15,357,417
|
|
$
|
0.41
|
|
The
weighted-average remaining contractual terms of both stock options outstanding
and stock options exercisable at June 30, 2008 was 5.7 years. The aggregate
intrinsic value of both options outstanding and stock options exercisable at
June 30, 2008 was $0.
Stock
compensation cost is recognized on a straight-line basis over the vesting
period. Stock compensation expense totaling $16,068 was charged to operations
during the six months ended June 30, 2008, including $852 of expense resulting
from the vesting of non-employee stock options.
During
the six months ended June 30, 2007, stock compensation expense of $123,263
charged to operations included $4,466 of expense related to the vesting of
non-employee stock options and $35,468 from the accelerated vesting of stock
options issued to terminated employees.
At
June
30, 2008, there was approximately $21,000 of unrecognized compensation expense
related to unvested stock options which is expected to be recognized over a
weighted-average period of 1.1 years.
The
Company estimates the fair value of each stock option at the grant date by
using
the Black Scholes option-pricing model using the following assumptions: no
dividend yield; a risk free interest rate based on the U.S. Treasury yield
in
effect at the time of grant; an expected option life based on historical and
expected exercise behavior; and expected volatility based on the historical
volatility of the Company’s stock price, over a time period that is consistent
with the expected life of the option.
(7)
LITIGATION
On
June
1, 2006, MySpace, Inc. (“MySpace”), a Delaware corporation, filed a lawsuit in
the United States District Court for the Central District of California against
theglobe.com, inc. (the “Company”). We were served with the lawsuit on June 6,
2006. MySpace alleged that the Company sent at least 100,000 unsolicited and
unauthorized commercial email messages to MySpace members using MySpace user
accounts improperly established by the Company, that the user accounts were
used
in a false and misleading fashion and that the Company's alleged activities
constituted violations of the CAN-SPAM Act, the Lanham Act and California
Business & Professions Code § 17529.5 (the “California Act”), as well as
trademark infringement, false advertising, breach of contract, breach of the
covenant of good faith and fair dealing, and unfair competition. MySpace sought
monetary penalties, damages and injunctive relief for these alleged violations.
It asserted entitlement to recover "a minimum of" $62.3 million of damages,
in
addition to three times the amount of MySpace's actual damages and/or
disgorgement of the Company's purported profits from alleged violations of
the
Lanham Act, punitive damages and attorneys’ fees. Subsequent discovery in the
case disclosed that the total number of unsolicited messages was approximately
400,000.
On
February 28, 2007, the Court entered an order (the “Order”) granting in part
MySpace’s motion for summary judgment, finding that the Company was liable for
violation of the CAN-SPAM Act and the California Business & Professions
Code, and for breach of contract (as embodied in MySpace’s “Terms of Service”
contract). The Order also upheld as valid that portion of MySpace’s Terms of
Service contract which provides for liquidated damages of $50 per email message
sent after March 17, 2006 in violation of such Terms. The Company estimated
that
approximately 110,000 of the emails in question were sent after such date,
which
could have resulted in damages of approximately $5.5 million. In addition,
the
CAN-SPAM Act provided for statutory damages of between $100 and $300 per email
sent in violation of the statute. Total damages under CAN-SPAM could therefore
have ranged between about $40 million to about $120 million. In addition, under
the California Act, statutory damages of $1,000,000 “per incident” could have
been assessed.
On
March
15, 2007, the Company entered into a Settlement Agreement with MySpace whereby
it agreed to pay MySpace $2,550,000 on or before April 5, 2007 in exchange
for a
mutual release of all claims against one another, including any claims against
the Company’s directors and officers. As part of the settlement, Michael Egan,
the Company’s CEO, who is also an affiliate of the Company, agreed to enter into
an agreement with MySpace on or before April 5
th
pursuant
to which he would, among other things, provide a letter of credit, cash or
other
equivalent security (collectively, “Security”) in form and substance
satisfactory to MySpace. Such Security was to expire and be released (and in
fact did expire and was released) on the 100
th
day
following the Company’s payment of the foregoing $2,550,000 so long as no
bankruptcy petition, assignment for the benefit of creditors or like
liquidation, reorganization or insolvency proceeding was instituted or filed
related to the Company during such 100-day period. In accordance with SFAS
No.
5, “Accounting for Contingencies,” the $2,550,000 payment required by the
Settlement Agreement was accrued and has been included in current liabilities
in
the consolidated balance sheet as of December 31, 2006 and has been reflected
as
an expense of discontinued operations in the consolidated statement of
operations for the year ended December 31, 2006.
On
April
2, 2007, theglobe agreed to transfer to Michael Egan all of its VoIP
intellectual property in consideration for his agreement to provide the Security
in connection with the Settlement Agreement. On April 13, 2007, Michael Egan
and
an entity wholly-owned by Michael Egan, and MySpace entered into a Security
Agreement, an Indemnity Agreement and an Escrow Agreement (the “Security
Agreements”) providing for the Security. On April 18, 2007, theglobe paid
MySpace $2,550,000 in cash as settlement of the claims. MySpace and theglobe
filed a consent judgment and stipulated permanent injunction with the Court
on
April 19, 2007, which among other things, dismissed all claims alleged in the
lawsuit with prejudice.
On
and
after August 3, 2001 six putative shareholder class action lawsuits were filed
against the Company, certain of its current and former officers and directors
(the “Individual Defendants”), and several investment banks that were the
underwriters of the Company's initial public offering and secondary offering.
The lawsuits were filed in the United States District Court for the Southern
District of New York. A Consolidated Amended Complaint, which is now the
operative complaint, was filed in the Southern District of New York on April
19,
2002.
The
lawsuit purports to be a class action filed on behalf of purchasers of the
stock
of the Company during the period from November 12, 1998 through December 6,
2000. The purported class action alleges violations of Sections 11 and 15 of
the
Securities Act of 1933 (the “1933 Act”) and Sections 10(b), Rule 10b-5 and 20(a)
of the Securities Exchange Act of 1934 (the “1934 Act”). Plaintiffs allege that
the underwriter defendants agreed to allocate stock in the Company's initial
public offering and its secondary offering to certain investors in exchange
for
excessive and undisclosed commissions and agreements by those investors to
make
additional purchases of stock in the aftermarket at pre-determined prices.
Plaintiffs allege that the Prospectuses for the Company's initial public
offering and its secondary offering were false and misleading and in violation
of the securities laws because it did not disclose these arrangements. The
action seeks damages in an unspecified amount. On October 9, 2002, the Court
dismissed the Individual Defendants from the case without prejudice. This
dismissal disposed of the Section 15 and 20(a) control person claims without
prejudice. On December 5, 2006, the Second Circuit vacated a decision by the
district court granting class certification in six of the coordinated cases,
which are intended to serve as test, or “focus,” cases. The plaintiffs selected
these six cases, which do not include the Company. On April 6, 2007, the Second
Circuit denied a petition for rehearing filed by the plaintiffs, but noted
that
the plaintiffs could ask the district court to certify more narrow classes
than
those that were rejected.
On
August
14, 2007, the plaintiffs filed amended complaints in the six focus cases. The
amended complaints include a number of changes, such as changes to the
definition of the purported class of investors, and the elimination of the
individual defendants as defendants. On September 27, 2007, the plaintiffs
moved
to certify a class in the six focus cases. On November 14, 2007, the issuers
and
the underwriters named as defendants in the six focus cases filed motions to
dismiss the amended complaints against them. On March 26, 2008, the District
Court dismissed the Section 11 claims of those members of the putative classes
in the focus cases who sold their securities for a price in excess of the
initial offering price and those who purchased outside the previously certified
class period. With respect to all other claims, the motions to dismiss were
denied. We are awaiting a decision from the Court on the class certification
motion.
Due
to
the inherent uncertainties of litigation, the Company cannot accurately predict
the ultimate outcome of the matter. We cannot predict whether we will be able
to
renegotiate a settlement that complies with the Second Circuit’s mandate.
If the Company is found liable, we are unable to estimate or predict the
potential damages that might be awarded, whether such damages would be greater
than the Company’s insurance coverage, and whether such damages would have a
material impact on our results of operations or financial condition in any
future period.
The
Company is currently a party to certain other claims and disputes arising in
the
ordinary course of business, including certain disputes related to vendor
charges incurred primarily as the result of the failure and subsequent shutdown
of its discontinued VoIP telephony services business. The Company believes
that
it has recorded adequate accruals on its balance sheet to cover such disputed
charges and is seeking to resolve and settle such disputed charges for amounts
substantially less than recorded amounts. An adverse outcome in any of these
matters, however, could materially and adversely effect our financial position,
utilize a significant portion of our cash resources and adversely affect our
ability our ability to continue as a going concern (see Note 5, “Discontinued
Operations”).
(8)
RELATED
PARTY TRANSACTIONS
As
more
fully discussed in Note 3, “Proposed Sale of Tralliance and Share Issuance,” on
June 10, 2008, theglobe entered into a definitive agreement to (i) sell the
business and substantially all of the assets of its Tralliance Corporation
subsidiary and (ii) issue 229,000,000 shares of its Common Stock to Registry
Management. Registry Management is controlled by Michael S. Egan, theglobe’s
Chairman and Chief Executive Officer and principal stockholder and each of
theglobe’s remaining Board members and executive officers, Mr. Edward A.
Cespedes and Ms. Robin S. Lebowitz, have a minority interest in Registry
Management.
Additionally,
as more fully discussed in Note 4, “Debt,” on June 6, 2008 Dancing Bear, an
entity which is controlled by Mr. Egan, entered into a one year Revolving Loan
Agreement with the Company pursuant to which the Company may under certain
conditions borrow up to a maximum of $500,000 from Dancing Bear. During June
2008, the Company borrowed an aggregate of $200,000 from Dancing bear under
the
Revolving Loan Agreement, which remained unpaid at June 30, 2008. Subsequently,
on July 10, 2008 and on August 6, 2008, the Company made additional borrowings
of $100,000 each under the Revolving Loan Agreement.
Also,
as
more fully described in Note 4, “Debt,” on June 10, 2008 Dancing Bear converted
an aggregate of $400,000 of outstanding 2007 Convertible Notes due to them
by
the Company into an aggregate of 400,000 shares of the Company’s Common
Stock.
Several
entities controlled by the Company’s Chairman and Chief Executive Officer have
provided services to the Company, including: the lease of office space; and
the
outsourcing of customer services, human resources and payroll processing
functions. During the six months ended June 30, 2008 and 2007, $260,882 and
$255,722 of expense related to these services was recorded, respectively. A
total of $762,515 incurred during 2007 and 2008 related to these services
remains unpaid and is included within current liabilities at June 30,
2008.
Tralliance
is a party to a Bulk Registration Co-Marketing Agreement (the “Co-Marketing
Agreement”) entered into in December 2007 with Labigroup Holdings, LLC
(“Labigroup”), a private entity controlled by the Company’s Chairman and Chief
Executive Officer. Our remaining directors also own a minority interest in
Labigroup. During the six months ended June 30, 2008, Labigroup registered
6,701
“.travel” domain names and was charged $26,804 in fees and costs by Tralliance
under the Co-Marketing Agreement. A total of $13,852 of such fees and costs
remain unpaid at June 30, 2008. Additionally, during the six months ended June
30, 2008, Labigroup paid in full the $412,050 balance of fees and costs owed
to
Tralliance as of December 31, 2007.
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
FORWARD
LOOKING STATEMENTS
This
Form
10-Q contains forward-looking statements within the meaning of the federal
securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology, such as "may," "will," "should," "could," "expect," "plan,"
"anticipate," "believe," "estimate," "project," "predict," "intend," "potential"
or "continue" or the negative of such terms or other comparable terminology,
although not all forward-looking statements contain such terms. In addition,
these forward-looking statements include, but are not limited to, statements
regarding:
·
|
executing
our business plans;
|
|
|
·
|
our
ability to increase revenue levels;
|
|
|
·
|
our
ability to control and reduce operating expenses;
|
|
|
·
|
potential
governmental regulation and taxation;
|
|
|
·
|
the
outcome of pending litigation;
|
|
|
·
|
our
ability to successfully resolve disputed liabilities;
|
|
|
·
|
our
estimates or expectations of continued losses;
|
|
|
·
|
our
expectations regarding future revenue and
expenses;
|
|
|
·
|
attracting
and retaining customers and employees;
|
|
|
·
|
our
ability to consummate the proposed Purchase
Transaction;
|
|
|
·
|
our
ability to raise sufficient capital; and
|
|
|
·
|
our
ability to continue to operate as a going
concern.
|
These
statements are only predictions. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
We
are not required to and do not intend to update any of the forward-looking
statements after the date of this Form 10-Q or to conform these statements
to
actual results. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Form 10-Q might not occur. Actual
results, levels of activity, performance, achievements and events may vary
significantly from those implied by the forward-looking statements. A
description of risks that could cause our results to vary appears under "Risk
Factors" and elsewhere in this Form 10-Q. The following discussion should be
read together in conjunction with the accompanying unaudited condensed
consolidated financial statements and related notes thereto and the audited
consolidated financial statements and notes to those statements contained in
the
Annual Report on Form 10-K for the year ended December 31, 2007.
OVERVIEW
As
of
June 30, 2008, theglobe.com, inc. (the "Company" or "theglobe") managed a single
line of business, Internet services, consisting of Tralliance Corporation
(“Tralliance”) which is the registry for the “.travel” top-level Internet
domain. We acquired Tralliance on May 9, 2005. In March 2007, management and
the
Board of Directors of the Company made the decision to cease all activities
related to its computer games and VoIP telephony services businesses. Results
of
operations for the computer games and VoIP telephony services businesses have
been reported separately as “Discontinued Operations” in the accompanying
condensed consolidated statements of operations for all periods presented.
The
assets and liabilities of the computer games and VoIP telephony services
businesses have been included in the captions, “Assets of Discontinued
Operations” and “Liabilities of Discontinued Operations” in the accompanying
condensed consolidated balance sheets.
PROPOSED
SALE OF TRALLIANCE AND SHARE ISSUANCE
On
June
10, 2008, theglobe entered into a definitive agreement (the “Purchase
Agreement”) with The Registry Management Company, LLC (“Registry Management”),
whereby theglobe will (i) sell the business and substantially all of the assets
of its Tralliance Corporation subsidiary and (ii) issue 229,000,000 shares
of
its Common Stock to Registry Management (the “Purchase Transaction”). Registry
Management is controlled by Michael S. Egan, theglobe’s Chairman and Chief
Executive Officer and principal stockholder and each of theglobe’s two remaining
Board members and executive officers, Mr. Edward A. Cespedes and Ms. Robin
S.
Lebowitz, have a minority interest in Registry Management.
As
part
of the consideration for the Purchase Transaction, Mr. Egan and certain of
his
affiliates, will exchange and surrender to theglobe all of their right, title
and interest to (i) certain secured demand convertible promissory notes (the
“2005 and 2007 Convertible Notes”) in the aggregate outstanding principal amount
of $4,250,000, together with all accrued and unpaid interest thereon
(approximately $1,184,000 at June 30, 2008) and (ii) accrued and unpaid rent
and
miscellaneous fees due and outstanding as of the date of closing of the Purchase
Transaction (approximately $763,000 at June 30, 2008).
As
additional consideration, Registry Management will pay an earn-out to theglobe
equal to 10% (subject to certain minimums) of Registry Management’s “net
revenue” (as defined) derived from “.travel” names registered by Registry
Management from the date of closing through May 5, 2015. The minimum earn-out
amount payable by Registry Management will be at least $300,000 in the first
year, increasing by $25,000 in each subsequent year (pro-rated for the final
year of the earn-out). The total net present value of the minimum earn-out
payments is estimated to be approximately $1,300,000, bringing the total
purchase consideration for the Purchase Transaction to approximately $7,600,000
(assuming that the Purchase Transaction closes in mid-September
2008).
Inasmuch
as theglobe will be a shell company with no significant assets or business
operations after the sale of Tralliance, as a condition to closing the Purchased
Agreement, theglobe will enter into Termination Agreements with theglobe’s
executive management providing for the termination of their existing employment
agreements effective upon the closing of the Purchase Transaction.
Notwithstanding the termination of their employment agreements, each such person
is expected to remain on the Board of Directors and continue to hold their
existing respective officer positions with theglobe. Further, effective on
or
shortly after the closing date of the Purchase Transaction, it is expected
that
theglobe will enter into a management services agreement with an affiliate
of
Mr. Egan whereby such affiliate will provide various managerial, financial,
accounting and administrative services to theglobe for approximately $200,000
to
$300,000 per annum. As a result, upon the closing of the Purchase Transaction,
it is expected that theglobe’s future operating expenses as a public shell
company will consist primarily of expenses incurred under the Management
Services Agreement and other customary public company expenses, including legal,
audit and other miscellaneous public company costs.
On
June
12, 2008, Mr. Michael S. Egan, the Chairman and CEO of theglobe, together with
certain of his affiliates and other related parties, whom collectively are
the
record owners of approximately 51.25% of the issued and outstanding shares
of
theglobe Common Stock, the sole class of voting securities of theglobe, executed
a written consent of the stockholders adopting the Purchase Agreement described
above and approving the transactions contemplated thereby in accordance with
Section 228 of Delaware Law. On July 9, 2008, the same stockholders further
ratified their prior action of June 12, 2008 and approved anew the Purchase
Transaction. The actions by written consent are sufficient to approve the
Purchase Agreement and the other transaction contemplated by the Purchase
Agreement without any further action or vote of the stockholders of
theglobe.com
In
connection with the Purchase Transaction, on July 25, 2008, theglobe filed
a
Definitive Information Statement and related Notice of Internet Availability
of
Information Statement (the “Notice”) with the Securities and Exchange
Commission, and shortly thereafter commenced mailing the Notice to its
stockholders. The Company presently expects the Purchase Transaction to close
in
mid-September 2008.
BASIS
OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
We
received a report from our independent accountants, relating to our December
31,
2007 audited financial statements, containing a paragraph stating that our
recurring losses from operations and our accumulated deficit raise substantial
doubt about our ability to continue as a going concern. The Company continues
to
incur substantial consolidated net losses and management believes the Company
will continue to be unprofitable and use cash in its operations for the
foreseeable future. Based upon our current cash resources and without the
infusion of additional capital, management does not believe the Company can
operate as a going concern beyond the end of August 2008. See “Future and
Critical Need for Capital” section of this Management’s Discussion and Analysis
of Financial Condition and Results of Operations for further
details.
Our
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. Accordingly,
our
condensed consolidated financial statements do not include any adjustments
relating to the recoverability of assets and classification of liabilities
that
might be necessary should we be unable to continue as a going
concern.
SIX
MONTHS ENDED JUNE 30, 2008 COMPARED TO
THE
SIX MONTHS ENDED JUNE 30, 2007
CONTINUING
OPERATIONS
NET
REVENUE. Net revenue totaled $1.091 million for the six months ended June 30,
2008 as compared to $1.077 million for the six months ended June 30, 2007,
an
increase of approximately $14 thousand, or 1.3%, from the prior year period.
Approximately $163 thousand, or 15%, of total net revenue in the first half
of
2007 was attributable to the sale of advertising on our
www.search.travel
website. The
www.search.travel
website, introduced in August 2006,
was sold in December 2007. Total .travel domain names registered as of the
end
of the second quarter of 2008 was approximately 200.8 thousand of which 170.6
thousand were registered under our bulk purchase program established in December
2007 and approximately 30.2 thousand names were registered under our standard
program. At June 30, 2007 there were approximately 27.1 thousand .travel domain
names registered under our then standard program.
COST
OF
REVENUE. Cost of revenue totaled $149 thousand for the six months ended June
30,
2008, a decline of $44 thousand, or 23%, from the $193 thousand reported for
the
six months ended June 30, 2007. Cost of revenue as a percent of net revenue
was
approximately 14% for the first half of 2008 as compared to 18% for the same
period of 2007. The decline in cost of revenue as compared to the first half
of
2007 was due primarily the lower fee rate payable to “authenticate” a domain
name subsequent to its initial year of registration.
SALES
AND
MARKETING. Sales and marketing expenses totaled $296 thousand for the six months
ended June 30, 2008 versus $1.2 million for the same period in 2007, a decrease
of approximately $934 thousand. During the first half of 2007 the sales and
marketing costs related to search.travel were $255 thousand or approximately
20%
of total sales and marketing cost for the period. As previously discussed the
Company sold the www.search.travel website in December 2007. In April 2007
Tralliance introduced the .travel domain name in China; the one-time cost
associated with the launch event was approximately $155 thousand. Beginning
in
the third quarter of 2006, Tralliance engaged several outside parties to promote
its registry operations internationally. These relationships were either
terminated or renegotiated in the fourth quarter of 2007 which resulted in
a
decrease in sales and marketing costs of approximately $324 thousand in the
six
months ended June 30, 2008 as compared to the same period of 2007. Additionally,
public relations cost declined $117 thousand in the first half of 2008 compared
to the first half of 2007.
GENERAL
AND ADMINISTRATIVE EXPENSES. General and administrative expenses totaled
approximately $1.2 million in the first six months of 2008 as compared to
approximately $2.2 million for the same period of the prior year, a decrease
of
$992 thousand, or 45.5%. During the second and third quarters of 2007 the
Company restructured and reduced administrative staff resulting in a $674
thousand decline in personnel cost for the six months ended June 30, 2008
compared to the same period of 2007. Travel and entertainment expense was
reduced by approximately $153 thousand in the first six months of 2008 from
the
comparable period of 2007. Also contributing to the overall reduction in general
and administrative expenses in the first half of 2008 as compared to the same
period of 2007 was an approximate $70 thousand reduction in office expense
and a
$33 thousand reduction in insurance expenses.
RELATED
PARTY TRANSACTIONS. Related party transaction expense consists of rent for
the
Company’s office space and the fees associated with outsourcing the customer
service, human resources and payroll processing functions to entities controlled
by theglobe’s management. Related party transactions totaled approximately $283
thousand for the first half of 2008 as compared to approximately $284 thousand
for the first half of 2007.
DEPRECIATION
AND AMORTIZATION. Depreciation and amortization expense totaled $101 thousand
for the six months ended June 30, 2008 as compared to $122 thousand for the
six
months ended June 30, 2007, or a decline of $21 thousand.
RELATED
PARTY INTEREST EXPENSE. Related party interest expense for the six months ended
June 30, 2008 was approximately $231 thousand compared to $671 thousand in
the
same period of 2007, a $440 thousand decrease. During the second quarter of
2007, $500 thousand of non-cash interest expense was recorded related to the
beneficial conversion features of $500 thousand in convertible promissory notes
acquired by an entity controlled by its Chairman and Chief Executive Officer.
Additionally, higher outstanding borrowings during the six months ended June
30,
2008 compared to the six months ended June 30, 2007 resulted in higher interest
expense of approximately $60 thousand in 2008 versus 2007.
OTHER
INCOME (EXPENSE), NET. Net interest income of approximately $3 thousand was
reported for the first half of 2008 compared to total net interest income of
$56
thousand reported for the same period of the prior year. As a result of the
Company’s net losses incurred during 2007 and the first half of 2008 the Company
had a lower level of funds available for investment during the 2008 period
as
compared to the same period of the prior year.
INCOME
TAXES. No tax benefit was recorded for the losses incurred during the first
half
of 2008 or the first half of 2007 as we recorded a 100% valuation allowance
against it’s otherwise recognizable deferred tax assets due to the uncertainty
surrounding the timing or ultimate realization of the benefits of it’s net
operating loss carryforwards in future periods. As of December 31, 2007, the
Company had net operating loss carryforwards which may be potentially available
for U.S. tax purposes of approximately $167 million. These carryforwards expire
through 2027. The Tax Reform Act of 1986 imposes substantial restrictions on
the
utilization of net operating losses and tax credits in the event of an
"ownership change" of a corporation. Due to various significant changes in
its
ownership interests, as defined in the Internal Revenue Code of 1986, as
amended, theglobe has substantially limited the availability of its net
operating loss carryforwards. There can be no assurance that the Company will
be
able to utilize any net operating loss carryforwards in the future.
DISCONTINUED
OPERATIONS
The
gain
from discontinued operations, net of income taxes totaled approximately $22
thousand in the first half of 2008 as compared to a net loss of approximately
$1
million during the first six months of 2007 and is summarized as
follows:
|
|
Computer
Games
|
|
VoIP
Telephony
Services
|
|
Total
|
|
Six
months ended June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
21,695
|
|
$
|
—
|
|
$
|
21,695
|
|
Operating
expenses
|
|
|
(4,048
|
)
|
|
(2,829
|
)
|
|
(6,877
|
)
|
Other
income, net
|
|
|
142
|
|
|
7,000
|
|
|
7,142
|
|
|
|
$
|
17,789
|
|
$
|
4,171
|
|
$
|
21,960
|
|
|
|
Computer
Games
|
|
VoIP
Telephony
Services
|
|
Total
|
|
Six
months ended June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
Net
revenue
|
|
$
|
608,415
|
|
$
|
630
|
|
$
|
609,045
|
|
Operating
expenses
|
|
|
(783,930
|
)
|
|
(934,019
|
)
|
|
(1,717,949
|
)
|
Other
income (expense), net
|
|
|
29,259
|
|
|
75,633
|
|
|
104,892
|
|
|
|
$
|
(146,256
|
)
|
$
|
(857,756
|
)
|
$
|
(1,004,012
|
)
|
LIQUIDITY
AND CAPITAL RESOURCES
CASH
FLOW ITEMS
As
of
June 30, 2008, theglobe had approximately $91 thousand in cash and cash
equivalents as compared to approximately $631 thousand as of December 31, 2007.
Net cash flows used in operating activities of continuing operations totaled
approximately $755 thousand and $2.6 million, for the six months ended June
30,
2008 and 2007, respectively, or a decrease of approximately $1.8 million. Such
decrease was attributable primarily to a lower net loss from continuing
operations for the six months ended June 30, 2008 compared to the six months
ended June 30, 2007.
Approximately
$8 thousand in net cash flows were generated in the operating activities of
discontinued operations during the first half of 2008 as compared to a use
of
approximately $3 million of cash in operating activities of discontinued
operations during the same period of the prior year. Such decrease was
attributable to the shutdown of the Company’s computer games and VoIP telephony
services businesses in March, 2007.
FUTURE
AND CRITICAL NEED FOR CAPITAL
For
the
reasons described below, Company management does not believe that cash on hand
and cash flow generated internally by the Company will be adequate to fund
the
operation of its business beyond a short period of time. Additionally, we have
received a report from our independent registered public accountants, relating
to our December 31, 2007 audited financial statements, containing an explanatory
paragraph stating that our recurring losses from operations and our accumulated
deficit raise substantial doubts about our ability to continue as a going
concern.
During
the year ended December 31, 2007 and the six months ended June 30, 2008, the
Company was able to continue operating as a going concern due principally to
funding of $1.25 million received during 2007 from the sale of secured
convertible demand promissory notes (the “2007 Convertible Notes”) to an entity
controlled by Michael Egan, its Chairman and Chief Executive Officer and
additional funding of $380 thousand provided from the sale of all of the
Company’s rights related to its www.search.travel domain name and website to an
entity also controlled by Mr. Egan in December 2007.
On
June
6, 2008, Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which is
controlled by the Company’s Chairman and Chief Executive Officer, entered into a
one year Revolving Loan Agreement with the Company pursuant to which the Company
may, under certain conditions as described below, borrow up to a maximum of
$500
thousand from Dancing Bear (the “Revolving Debt”). During June 2008, the Company
borrowed an aggregate of $200 thousand from Dancing Bear under the Revolving
Loan Agreement and subsequently in July and August 2008, the Company made
additional borrowings aggregating $200 thousand under the Revolving Loan
Agreement. During the remainder of the one year term of the Revolving Loan
Agreement, the Company may make borrowing requests to Dancing Bear, and if
such
requests are approved by Dancing Bear, may borrow additional funds of up to
$100
thousand under the Revolving Loan Agreement. All such funds borrowed may be
prepaid in whole or in part, without penalty, at any time during the term of
the
Revolving Loan Agreement. The Company currently has no ability to repay this
Loan. All unpaid borrowings, including accrued interest on borrowed funds at
the
rate of 10% per annum, are due and payable by the Company to Dancing Bear in
one
lump sum on the earlier of (i) June 6, 2009, or (ii) the occurrence of an event
of default as defined in the Revolving Loan Agreement. All borrowings under
the
Revolving Loan Agreement are secured by a pledge of all of the assets of the
Company and its subsidiaries, subordinate to existing liens on such assets
related to the 2005 Convertible Notes and the 2007 Convertible Notes (the
“Convertible Debt”) (see Note 4, “Debt” in the accompanying Notes to Unaudited
Condensed Consolidated Financial Statements for further details).
At
June
30, 2008, the Company had a net working capital deficit of approximately $10.1
million, inclusive of a cash and cash equivalents balance of approximately
$91
thousand. Such working capital deficit included an aggregate of $4.25 million
in
Convertible Debt, related accrued interest of approximately $1.2 million, and
accounts payable totaling approximately $763 thousand due to entities controlled
by Mr. Egan (see Note 4, “Debt” and Note 8, “Related Party Transactions” in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements
for
further details). Additionally, such working capital deficit included
approximately $1.9 million of net liabilities of discontinued operations, with
a
significant portion of such liabilities related to charges which have been
disputed by the Company, and $200 thousand of secured debt recently borrowed
under the Revolving Loan Agreement.
Notwithstanding
previous cost reduction actions taken by the Company and its decision to
shutdown its unprofitable computer games and VoIP telephony services businesses
in March 2007 (see Note 5, “Discontinued Operations” in the accompanying Notes
to Unaudited Condensed Consolidated Financial Statements for further details),
the Company continues to incur substantial consolidated net losses, although
reduced in comparison with prior periods, and management believes that the
Company will continue to be unprofitable in the foreseeable future. Based upon
the Company’s current financial condition, as discussed above, and without
further advances from Dancing Bear under the aforementioned $500 thousand
Revolving Loan Agreement or the infusion of other additional capital, management
does not believe that the Company will be able to fund its operations beyond
the
end of August 2008. Assuming that the remaining $100 thousand that may be
available under the Revolving Loan Agreement is loaned to the Company sometime
around the end of August 2008, such borrowing would be expected to allow us
to
fund our operations for only a few weeks thereafter.
As
more
fully discussed in Note 3, “Proposed Sale of Tralliance and Share Issuance” in
the accompanying Notes to Unaudited Condensed Consolidated Financial Statements,
on June 10, 2008, the Company announced that it had entered into a definitive
agreement to sell substantially all of the business and net assets of its
Tralliance Corporation subsidiary and to issue approximately 229 million shares
of its Common Stock to an entity controlled by Mr. Egan (the “Purchase
Transaction”). Additionally, on June 10, 2008, the Company announced that
Dancing Bear Investments, Inc., an entity controlled by Michael S. Egan,
converted a portion of the Convertible Debt totaling $400 thousand into 40
million shares of the Company’s Common Stock. Such conversion increased the
ownership in the Company’s Common Stock by Mr. Egan and certain family members
and related parties (the “Egan Family”) to approximately 51.25% and allows the
Egan Family to control the vote on all corporate actions, including the Purchase
Transaction (see Note 4, “Debt”, in the accompanying Notes to Unaudited
Condensed Consolidated Financial Statements), which was approved by written
action dated July 9, 2008. In the event that the Purchase Transaction is
consummated, all of the Company’s remaining Convertible Debt, related accrued
interest and accounts payable owed to entities controlled by Mr. Egan (which
was
approximately $6.2 million at June 30, 2008) will be exchanged or cancelled.
Consummation of the Purchase Transaction will not eliminate the Company’s
obligations related to the Revolving Debt.
Additionally,
the consummation of the Purchase Transaction would also result in significant
reductions in the Company’s cost structure, based upon the elimination of
Tralliance’s operating expenses. Although substantially all of Tralliance’s
revenue would also be eliminated, approximately 10% of Tralliance’s future net
revenue through May 5, 2015 would be essentially retained through the
contemplated net revenue earn-out provisions of the Purchase Transaction.
Additionally, the consummation of the Purchase Transaction would increase Mr.
Egan’s beneficial ownership in the Company to approximately 77% (assuming
exercise of all outstanding stock options and warrants) and would significantly
dilute all other existing shareholders.
Management
expects that the consummation of the Purchase Transaction will significantly
reduce the amount of net losses currently being sustained by the Company.
However, management does not believe that the consummation of the Purchase
Transaction will, in itself, allow the Company to become profitable and generate
operating cash flows sufficient to fund its operations and pay its existing
current liabilities (including those liabilities related to its discontinued
operations) in the foreseeable future. Accordingly, assuming that the Purchase
Transaction is consummated, management believes that additional capital
infusions, including amounts significantly beyond the remaining $100 thousand
available under the Revolving Loan Agreement, will continue to be needed in
order for the Company to continue to operate as a going concern.
Although
management presently expects that the Purchase Transaction will be consummated,
there can be no assurance that such closing will occur. In the event that the
Purchase Transaction is not consummated, management expects that significantly
more capital will need to be invested in the Company in the near term than
would
be required in the event that the Purchase Transaction is consummated. Also,
inasmuch as substantially all of the assets of the Company and its subsidiaries
secure the Convertible Debt and the Revolving Debt owed to entities controlled
by Mr. Egan, in connection with any resulting proceeding to collect this debt,
such entities could seize and sell the assets of the Company and it
subsidiaries, any or all of which would have a material adverse effect on the
financial condition and future operations of the Company, including the
potential bankruptcy or cessation of business of the Company.
It
is our
preference to avoid filing for protection under the U.S. Bankruptcy Code.
However, in order to continue operating as a going concern for any length of
time beyond August of 2008, we believe that we must raise additional capital.
Although there is no commitment to do so, any such funds would most likely
come
from Dancing Bear under the existing $500 thousand Revolving Loan Agreement,
or
otherwise from Michael Egan or affiliates of Mr. Egan or the Company, as the
Company currently has no access to credit facilities with traditional third
parties and has historically relied upon borrowings from related parties to
meet
short-term liquidity needs. Any such equity capital raised would not be
registered under the Securities Act of 1933 and would not be offered or sold
in
the United States absent registration requirements. Further, any securities
issued (or issuable) in connection with any such capital raise will likely
result in very substantial dilution of the number of outstanding shares of
the
Company’s Common Stock.
The
amount of capital required to be raised by the Company will be dependent upon
a
number of factors, including (i) whether or not the Purchase Transaction is
consummated; (ii) whether “.travel” name registration net revenue levels are
able to be increased; (iii) our ability to control and reduce operating
expenses; and (iv) our ability to successfully settle disputed and other
outstanding liabilities related to our discontinued operations. While the
Company anticipates that the Purchase Transaction will be consummated in mid
September 2008, there can be no assurance that the Purchase Transaction will
be
consummated nor that the Company will be successful in raising a sufficient
amount of capital, executing any of its current or future business plans or
in
continuing to operate as a going concern on a long-term basis. The consolidated
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.
EFFECTS
OF INFLATION
Management
believes that inflation has not had a significant effect on our results of
operations since inception.
MANAGEMENT'S
DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. At June 30, 2008 and December 31, 2007, a significant portion of our
net
liabilities of discontinued operations relate to charges that have been disputed
by the Company and for which estimates have been required. Our estimates,
judgments and assumptions are continually evaluated based on available
information and experience. Because of the use of estimates inherent in the
financial reporting process, actual results could differ from those
estimates.
Certain
of our accounting policies require higher degrees of judgment than others in
their application. These include revenue recognition, valuation of receivables,
valuation of goodwill, intangible assets and other long-lived assets and
capitalization of computer software costs. Our accounting policies and
procedures related to these areas are summarized below.
REVENUE
RECOGNITION
The
Company’s revenue from continuing operations consists principally of
registration fees for Internet domain registrations, which generally have terms
of one year, but may be up to ten years. Such registration fees are reported
net
of transaction fees paid to an unrelated third party which serves as the
registry operator for the Company. Net registration fee revenue is recognized
on
a straight line basis over the registrations' terms.
VALUATION
OF ACCOUNTS RECEIVABLE
Provisions
for the allowance for doubtful accounts are made based on historical loss
experience adjusted for specific credit risks. Measurement of such losses
requires consideration of the Company's historical loss experience, judgments
about customer credit risk, subsequent period collection activity and the need
to adjust for current economic conditions.
LONG-LIVED
ASSETS
The
Company's long-lived assets primarily consist of property and equipment,
capitalized costs of internal-use software, and values attributable to covenants
not to compete.
Long-lived
assets held and used by the Company and intangible assets with determinable
lives are reviewed for impairment whenever events or circumstances indicate
that
the carrying amount of assets may not be recoverable in accordance with SFAS
No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." We
evaluate recoverability of assets to be held and used by comparing the carrying
amount of the assets, or the appropriate grouping of assets, to an estimate
of
undiscounted future cash flows to be generated by the assets, or asset group.
If
such assets are considered to be impaired, the impairment to be recognized
is
measured as the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Fair values are based on quoted market values, if
available. If quoted market prices are not available, the estimate of fair
value
may be based on the discounted value of the estimated future cash flows
attributable to the assets, or other valuation techniques deemed reasonable
in
the circumstances.
CAPITALIZATION
OF COMPUTER SOFTWARE COSTS
The
Company capitalizes the cost of internal-use software which has a useful life
in
excess of one year in accordance with Statement of Position No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Subsequent additions, modifications, or upgrades to internal-use
software are capitalized only to the extent that they allow the software to
perform a task it previously did not perform. Software maintenance and training
costs are expensed in the period in which they are incurred. Capitalized
computer software costs are amortized using the straight-line method over the
expected useful life, or three years.
IMPACT
OF RECENTLY ISSUED ACCOUNTING STANDARDS
In
December 2007, the FASB issued SFAS 141R, “Business Combinations” (“SFAS 141R”)
which requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date. SFAS 141R requires, among
other things, that in a business combination achieved through stages (sometimes
referred to as a “step acquisition”) that the acquirer recognize the
identifiable assets and liabilities, as well as the non-controlling interest
in
the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with this Statement).
SFAS
141R
also requires the acquirer to recognize goodwill as of the acquisition date,
measured as a residual, which in most types of business combinations will result
in measuring goodwill as the excess of the consideration transferred plus the
fair value of any non-controlling interest in the acquiree at the acquisition
date over the fair values of the identifiable net assets acquired. SFAS 141R
applies prospectively to business combinations for which the acquisition date
is
on or after the beginning of the first annual reporting period beginning on
or
after December 15, 2008. We do not expect that the adoption of SFAS 141R will
have a material impact on our financial statements.
In
December 2007, the FASB issued SFAS 160, “Non-controlling Interests in
Consolidated Financial Statements” (“SFAS 160”). This Statement changes the way
the consolidated income statement is presented. SFAS 160 requires consolidated
net income to be reported at amounts that include the amounts attributable
to
both the parent and the non-controlling interest. It also requires disclosure,
on the face of the consolidated statement of income, of the amounts of
consolidated net income attributable to the parent and to the non-controlling
interest. Currently, net income attributable to the non-controlling interest
generally is reported as an expense or other deduction in arriving at
consolidated net income. It also is often presented in combination with other
financial statement amounts. SFAS 160 results in more transparent reporting
of
the net income attributable to the non-controlling interest. This Statement
is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company does not believe that
SFAS
160 will have a material impact on its financial statements.
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities.”
SFAS No. 159 expands the scope of what entities may carry at fair value by
offering an irrevocable option to record many types of financial assets and
liabilities at fair value. Changes in fair value would be recorded in an
entity’s income statement. This accounting standard also establishes
presentation and disclosure requirements that are intended to facilitate
comparisons between entities that choose different measurement attributes for
similar types of assets and liabilities. SFAS No. 159 was effective for the
Company on January 1, 2008. The Company does not believe that SFAS No. 159
will
have a material impact on its financial statements.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value
in
generally accepted accounting principles and expands disclosure about fair
value
measurements. SFAS No. 157 applies to other accounting standards that require
or
permit fair value measurements. Accordingly, this statement does not require
any
new fair value measurement. SFAS No. 157 was effective for the Company on
January 1, 2008. The Company does not believe that SFAS No. 157 will have a
material impact on its financial statements.
ITEM
4T. CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to ensure (1)
that
information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's ("SEC") rules and forms, and (2)
that this information is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating
the
cost benefit relationship of possible controls and procedures.
Our
Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of our disclosure controls and procedures as of June 30, 2008. Based on that
evaluation, our Chief Executive Officer and our Chief Financial Officer have
concluded that our disclosure controls and procedures are effective in alerting
them in a timely manner to material information regarding us (including our
consolidated subsidiaries) that is required to be included in our periodic
reports to the SEC.
Our
management, with the participation of our Chief Executive Officer and our Chief
Financial Officer, have evaluated any change in our internal control over
financial reporting that occurred during the quarter ended June 30, 2008 that
has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting, and have determined there to be
no
reportable changes.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
See
Note
7, "Litigation," of the Financial Statements included in this
Report.
ITEM
1A. RISK FACTORS
In
addition to the other information in this report and the risk factors set forth
in our Annual Report on Form 10-K for the year ended December 31, 2007, the
following factors should be carefully considered in evaluating our business
and
prospects.
RISKS
RELATING TO OUR BUSINESS GENERALLY
WE
MAY NOT BE ABLE TO CONTINUE AS A GOING CONCERN.
For
the
reasons described below, Company management does not believe that cash on hand
and cash flow generated internally by the Company will be adequate to fund
the
operation of its business beyond a short period of time. Additionally, we have
received a report from our independent registered public accountants, relating
to our December 31, 2007 audited financial statements, containing an explanatory
paragraph stating that our recurring losses from operations and our accumulated
deficit raise substantial doubts about our ability to continue as a going
concern.
During
the year ended December 31, 2007 and the six months ended June 30, 2008, the
Company was able to continue operating as a going concern due principally to
funding of $1.25 million received during 2007 from the sale of secured
convertible demand promissory notes (the “2007 Convertible Notes”) to an entity
controlled by Michael Egan, its Chairman and Chief Executive Officer and
additional funding of $380 thousand provided from the sale of all of the
Company’s rights related to its www.search.travel domain name and website to an
entity also controlled by Mr. Egan in December 2007.
On
June
6, 2008, Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which is
controlled by the Company’s Chairman and Chief Executive Officer, entered into a
one year Revolving Loan Agreement with the Company pursuant to which the Company
may, under certain conditions as described below, borrow up to a maximum of
$500
thousand from Dancing Bear (the “Revolving Debt”). During June 2008, the Company
borrowed an aggregate of $200 thousand from Dancing Bear under the Revolving
Loan Agreement and subsequently in July and August 2008, the Company made
additional borrowings aggregating $200 thousand under the Revolving Loan
Agreement. During the remainder of the one year term of the Revolving Loan
Agreement, the Company may make borrowing requests to Dancing Bear, and if
such
requests are approved by Dancing Bear, may borrow additional funds of up to
$100
thousand under the Revolving Loan Agreement. All such funds borrowed may be
prepaid in whole or in part, without penalty, at any time during the term of
the
Revolving Loan Agreement. The Company currently has no ability to repay this
Loan. All unpaid borrowings, including accrued interest on borrowed funds at
the
rate of 10% per annum, are due and payable by the Company to Dancing Bear in
one
lump sum on the earlier of (i) June 6, 2009, or (ii) the occurrence of an event
of default as defined in the Revolving Loan Agreement. All borrowings under
the
Revolving Loan Agreement are secured by a pledge of all of the assets of the
Company and its subsidiaries, subordinate to existing liens on such assets
related to the 2005 Convertible Notes and the 2007 Convertible Notes (the
“Convertible Debt”) (see Note 4, “Debt” in the accompanying Notes to Unaudited
Condensed Consolidated Financial Statements for further details).
At
June
30, 2008, the Company had a net working capital deficit of approximately $10.1
million, inclusive of a cash and cash equivalents balance of approximately
$91
thousand. Such working capital deficit included an aggregate of $4.25 million
in
Convertible Debt, related accrued interest of approximately $1.2 million, and
accounts payable totaling approximately $763 thousand due to entities controlled
by Mr. Egan (see Note 4, “Debt” and Note 8, “Related Party Transactions” in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements
for
further details). Additionally, such working capital deficit included
approximately $1.9 million of net liabilities of discontinued operations, with
a
significant portion of such liabilities related to charges which have been
disputed by the Company, and $200 thousand of secured debt recently borrowed
under the Revolving Loan Agreement.
Notwithstanding
previous cost reduction actions taken by the Company and its decision to
shutdown its unprofitable computer games and VoIP telephony services businesses
in March 2007 (see Note 5, “Discontinued Operations” in the accompanying Notes
to Unaudited Condensed Consolidated Financial Statements for further details),
the Company continues to incur substantial consolidated net losses, although
reduced in comparison with prior periods, and management believes that the
Company will continue to be unprofitable in the foreseeable future. Based upon
the Company’s current financial condition, as discussed above, and without
further advances from Dancing Bear under the aforementioned $500 thousand
Revolving Loan Agreement or the infusion of other additional capital, management
does not believe that the Company will be able to fund its operations beyond
the
end of August 2008. Assuming that the remaining $100 thousand that may be
available under the Revolving Loan Agreement is loaned to the Company sometime
around the end of August 2008, such borrowing would be expected to allow us
to
fund our operations for only a few weeks thereafter.
As
more
fully discussed in Note 3, “Proposed Sale of Tralliance and Share Issuance” in
the accompanying Notes to Unaudited Condensed Consolidated Financial Statements,
on June 10, 2008, the Company announced that it had entered into a definitive
agreement to sell substantially all of the business and net assets of its
Tralliance Corporation subsidiary and to issue approximately 229 million shares
of its Common Stock to an entity controlled by Mr. Egan (the “Purchase
Transaction”). Additionally, on June 10, 2008, the Company announced that
Dancing Bear Investments, Inc., an entity controlled by Michael S. Egan,
converted a portion of the Convertible Debt totaling $400 thousand into 40
million shares of the Company’s Common Stock. Such conversion increased the
ownership in the Company’s Common Stock by Mr. Egan and certain family members
and related parties (the “Egan Family”) to approximately 51.25% and allows the
Egan Family to control the vote on all corporate actions, including the Purchase
Transaction (see Note 4, “Debt”, in the accompanying Notes to Unaudited
Condensed Consolidated Financial Statements), which was approved by written
action dated July 9, 2008. In the event that the Purchase Transaction is
consummated, all of the Company’s remaining Convertible Debt, related accrued
interest and accounts payable owed to entities controlled by Mr. Egan (which
was
approximately $6.2 million at June 30, 2008) will be exchanged or cancelled.
Consummation of the Purchase Transaction will not eliminate the Company’s
obligations related to the Revolving Debt.
Additionally,
the consummation of the Purchase Transaction would also result in significant
reductions in the Company’s cost structure, based upon the elimination of
Tralliance’s operating expenses. Although substantially all of Tralliance’s
revenue would also be eliminated, approximately 10% of Tralliance’s future net
revenue through May 5, 2015 would be essentially retained through the
contemplated net revenue earn-out provisions of the Purchase Transaction.
Additionally, the consummation of the Purchase Transaction would increase Mr.
Egan’s beneficial ownership in the Company to approximately 77% (assuming
exercise of all outstanding stock options and warrants) and would significantly
dilute all other existing shareholders.
Management
expects that the consummation of the Purchase Transaction will significantly
reduce the amount of net losses currently being sustained by the Company.
However, management does not believe that the consummation of the Purchase
Transaction will, in itself, allow the Company to become profitable and generate
operating cash flows sufficient to fund its operations and pay its existing
current liabilities (including those liabilities related to its discontinued
operations) in the foreseeable future. Accordingly, assuming that the Purchase
Transaction is consummated, management believes that additional capital
infusions, including amounts significantly beyond the remaining $100 thousand
available under the Revolving Loan Agreement, will continue to be needed in
order for the Company to continue to operate as a going concern.
Although
management presently expects that the Purchase Transaction will be consummated,
there can be no assurance that such closing will occur. In the event that the
Purchase Transaction is not consummated, management expects that significantly
more capital will need to be invested in the Company in the near term than
would
be required in the event that the Purchase Transaction is consummated. Also,
inasmuch as substantially all of the assets of the Company and its subsidiaries
secure the Convertible Debt and the Revolving Debt owed to entities controlled
by Mr. Egan, in connection with any resulting proceeding to collect this debt,
such entities could seize and sell the assets of the Company and it
subsidiaries, any or all of which would have a material adverse effect on the
financial condition and future operations of the Company, including the
potential bankruptcy or cessation of business of the Company.
It
is our
preference to avoid filing for protection under the U.S. Bankruptcy Code.
However, in order to continue operating as a going concern for any length of
time beyond August of 2008, we believe that we must raise additional capital.
Although there is no commitment to do so, any such funds would most likely
come
from Dancing Bear under the existing $500 thousand Revolving Loan Agreement,
or
otherwise from Michael Egan or affiliates of Mr. Egan or the Company, as the
Company currently has no access to credit facilities with traditional third
parties and has historically relied upon borrowings from related parties to
meet
short-term liquidity needs. Any such equity capital raised would not be
registered under the Securities Act of 1933 and would not be offered or sold
in
the United States absent registration requirements. Further, any securities
issued (or issuable) in connection with any such capital raise will likely
result in very substantial dilution of the number of outstanding shares of
the
Company’s Common Stock.
The
amount of capital required to be raised by the Company will be dependent upon
a
number of factors, including (i) whether or not the Purchase Transaction is
consummated; (ii) whether “.travel” name registration net revenue levels are
able to be increased; (iii) our ability to control and reduce operating
expenses; and (iv) our ability to successfully settle disputed and other
outstanding liabilities related to our discontinued operations. While the
Company anticipates that the Purchase Transaction will be consummated in mid
September 2008, there can be no assurance that the Purchase Transaction will
be
consummated nor that the Company will be successful in raising a sufficient
amount of capital, executing any of its current or future business plans or
in
continuing to operate as a going concern on a long-term basis. The consolidated
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.
WE
HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO INCUR
LOSSES.
Since
our
inception, we have incurred net losses each year and we expect that we will
continue to incur net losses for the foreseeable future. We had net losses
of
approximately $1.1 million, $6.2 million and $17.0 million for the six months
ended June 30, 2008 and the years ended December 31, 2007 and 2006,
respectively. The principal causes of our losses are likely to continue to
be:
·
|
costs
resulting from the operation of our
business;
|
·
|
failure
to generate sufficient revenue; and
|
·
|
selling,
general and administrative
expenses.
|
Although
we have restructured our businesses, including the discontinuance of the
operations of our computer games and VoIP telephony services businesses, we
still expect to continue to incur losses as we attempt to improve the
performance and operating results of our Internet services business.
WE
MAY NOT BE SUCCESSFUL IN SETTLING DISPUTED VENDOR CHARGES.
Our
balance sheet at June 30, 2008 includes certain estimated liabilities related
to
disputed vendor charges incurred primarily as the result of the failure and
subsequent shutdown of our discontinued VoIP telephony services business. The
legal and administrative costs of resolving these disputed charges may be
expensive and divert management’s attention from day-to-day operations. Although
we are seeking to resolve and settle these disputed charges for amounts
substantially less than recorded amounts, there can be no assurances that we
will be successful in this regard. An adverse outcome in any of these matters
could materially and adversely affect our financial position, utilize a
significant portion of our cash resources and adversely affect our ability
to
continue to operate as a going concern. See Note 5, “Discontinued Operations” in
the Notes to Unaudited Condensed Consolidated Financial Statements for future
details.
OUR
NET OPERATING LOSS CARRYFORWARDS MAY BE SUBSTANTIALLY
LIMITED.
As
of
December 31, 2007, we had net operating loss carryforwards which may be
potentially available for U.S. tax purposes of approximately
$
167
million. These carryforwards expire through 2027. The Tax Reform Act of 1986
imposes substantial restrictions on the utilization of net operating losses
and
tax credits in the event of an "ownership change" of a corporation. Due to
various significant changes in our ownership interests, as defined in the
Internal Revenue Code of 1986, as amended, we have substantially limited the
availability of our net operating loss carryforwards. There can be no assurance
that we will be able to utilize any net operating loss carryforwards in the
future. These net operating carryforwards may be further adversely impacted
if
the Purchase Transaction is consummated.
OUR
OFFICERS, INCLUDING OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND PRESIDENT
HAVE
OTHER INTERESTS AND TIME COMMITMENTS; WE HAVE CONFLICTS OF INTEREST WITH OUR
DIRECTORS; ALL OF OUR DIRECTORS ARE EMPLOYEES OR STOCKHOLDERS OF THE COMPANY
OR
AFFILIATES OF OUR LARGEST STOCKHOLDER.
Because
our Chairman and Chief Executive Officer, Mr. Michael Egan, is an officer or
director of other companies, we have to compete for his time. Mr. Egan became
our Chief Executive Officer effective June 1, 2002. Mr. Egan is also the
controlling investor of Dancing Bear Investments, Inc., E&C Capital Partners
LLLP, and E&C Capital Partners II, LLC which are our largest stockholders
and are the holders of our secured Convertible Notes. Mr. Egan is also the
controlling investor of Certified Vacation Group, Inc. and Labigroup Holdings,
LLC, entities that have various ongoing business relationships with the Company.
Additionally, Mr. Egan is the controlling investor of The Registry Management
Company, LLC, an entity that has contracted to purchase our Tralliance business
and shares of our Common Stock (see Note 3, “Proposed Sale of Tralliance and
Share Issuance” in the Notes to Unaudited Condensed Consolidated Financial
Statements for further details). Mr. Egan has not committed to devote any
specific percentage of his business time with us. Accordingly, we compete with
Mr. Egan's aforementioned other related entities for his time.
Our
President, Treasurer and Chief Financial Officer and Director, Mr. Edward A.
Cespedes, is also an officer, director or shareholder of other companies,
including E&C Capital Partners LLLP, E&C Capital Partners II, LLC, and
Labigroup Holdings LLC. Accordingly, we must compete for his time.
Our
Vice
President of Finance and Director, Ms. Robin Lebowitz is also an officer of
Dancing Bear Investments, Inc and Certified Vacations Group, Inc. She is also
an
officer, director or shareholder of other companies or entities controlled
by
Mr. Egan and Mr. Cespedes.
Due
to
the relationships with his related entities, Mr. Egan will have an inherent
conflict of interest in making any decision related to transactions between
the
related entities and us, including the Purchase Transaction. Furthermore, the
Company's Board of Directors presently is comprised entirely of individuals
which are employees of theglobe, and therefore are not "independent." We intend
to review related party transactions in the future on a case-by-case
basis.
OUR
INTERNAL CONTROL OVER FINANCIAL REPORTING WAS NOT EFFECTIVE AS OF DECEMBER
31,
2007.
Based
upon an evaluation and assessment completed by Company management, we have
concluded that our internal control over financial reporting was not effective
as of December 31, 2007. Our conclusion was based upon the existence of
certain “material weaknesses” related to the reporting of “.travel” name
registration data as of December 31, 2007. Because we are a smaller company,
we
are not yet required to have our internal control over financial reporting
audited by our independent public accountants. At the present time, this audit
will be first required in connection with our annual report as of December
31,
2009.
We
cannot
assure you that we will be able to adequately remediate the material weaknesses
that we have identified as of December 31, 2007. Additionally, we cannot assure
you that other material weaknesses will not be identified by either management
or independent public accountants in the future. Our failure to remediate our
existing material weaknesses, or to adequately protect against the occurrence
of
additional material weaknesses, could result in material misstatements of our
financial statement, subject the Company to regulatory scrutiny and/or cause
investors to lose confidence in our reported financial information. Such failure
could also adversely affect the Company’s operating results or cause the Company
to fail to meet its reporting obligations.
RISKS
RELATING TO OUR COMMON STOCK
THE
VOLUME OF SHARES AVAILABLE FOR FUTURE SALE IN THE OPEN MARKET COULD DRIVE DOWN
THE PRICE OF OUR STOCK OR KEEP OUR STOCK PRICE FROM IMPROVING, EVEN IF OUR
FINANCIAL PERFORMANCE IMPROVES.
As
of
June 30, 2008, we had issued and outstanding approximately 212.5 million shares,
of which approximately 89.4 million shares were freely tradable over the public
markets. There is limited trading volume in our shares and we are now traded
only in the over-the-counter market. Most of our outstanding restricted shares
of Common Stock were issued more than one year ago and are therefore eligible
to
be resold over the public markets pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended.
Sales
of
significant amounts of Common Stock in the public market in the future, the
perception that sales will occur or the registration of additional shares
pursuant to existing contractual obligations could materially and adversely
drive down the price of our stock. In addition, such factors could adversely
affect the ability of the market price of the Common Stock to increase even
if
our business prospects were to improve. Substantially all of our stockholders
holding restricted securities, including shares issuable upon the exercise
of
warrants or the conversion of convertible notes to acquire our Common Stock
(which are convertible into 153 million shares), have registration rights under
various conditions and are or will become available for resale in the
future.
In
addition, as of June 30, 2008, there were outstanding options to purchase
approximately 15.6 million shares of our Common Stock, which become eligible
for
sale in the public market from time to time depending on vesting and the
expiration of lock-up agreements. The shares issuable upon exercise of these
options are registered under the Securities Act and consequently, subject to
certain volume restrictions as to shares issuable to executive officers, will
be
freely tradable.
Also
as
of June 30, 2008, we had issued and outstanding warrants to acquire
approximately 16.9 million shares of our Common Stock.
Many of
the outstanding instruments representing the warrants contain anti-dilution
provisions pursuant to which the exercise prices and number of shares issuable
upon exercise may be adjusted.
WE
ARE CONTROLLED BY OUR CHAIRMAN.
On
June
10, 2008, Dancing Bear Investments, Inc., an entity controlled by Michael S.
Egan, our Chairman and Chief Executive Officer, converted an aggregate of
$400,000 of outstanding convertible secured promissory notes due to them by
the
Company into 40 million shares of the Company’s Common Stock. Such conversion
increased the ownership in the Company’s Common Stock by Mr. Egan and certain
family members (the “Egan Family”) to approximately 51% and would allow the Egan
Family to control the vote on all corporate actions, including the Purchase
Transaction. If the Purchase Transaction, including the issuance of 229 million
shares of the Company’s Common Stock to an entity controlled by Mr. Egan is
consummated, Mr. Egan’s beneficial ownership percentage (assuming exercise of
all stock options and warrants) would then be increased to approximately
77%.
DELISTING
OF OUR COMMON STOCK MAKES IT MORE DIFFICULT FOR INVESTORS TO SELL SHARES. THIS
MAY POTENTIALLY LEAD TO FUTURE MARKET DECLINES.
The
shares of our Common Stock were delisted from the NASDAQ national market in
April 2001 and are now traded in the over-the-counter market on what is commonly
referred to as the electronic bulletin board or "OTCBB." As a result, an
investor may find it more difficult to dispose of or obtain accurate quotations
as to the market value of the securities. The delisting has made trading our
shares more difficult for investors, potentially leading to further declines
in
share price and making it less likely our stock price will increase. It has
also
made it more difficult for us to raise additional capital. We may also incur
additional costs under state blue-sky laws if we sell equity due to our
delisting.
OUR
COMMON STOCK IS SUBJECT TO CERTAIN "PENNY STOCK" RULES WHICH MAY MAKE IT A
LESS
ATTRACTIVE INVESTMENT.
Since
the
trading price of our Common Stock is less than $5.00 per share and our net
tangible assets are less than $2.0 million, trading in our Common Stock is
subject to the requirements of Rule 15g-9 of the Exchange Act. Under Rule 15g-9,
brokers who recommend penny stocks to persons who are not established customers
and accredited investors, as defined in the Exchange Act, must satisfy special
sales practice requirements, including requirements that they make an
individualized written suitability determination for the purchaser; and receive
the purchaser's written consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 also requires additional
disclosures in connection with any trades involving a penny stock, including
the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated with that market.
Such requirements may severely limit the market liquidity of our Common Stock
and the ability of purchasers of our equity securities to sell their securities
in the secondary market. For all of these reasons, an investment in our equity
securities may not be attractive to our potential investors.
ANTI-TAKEOVER
PROVISIONS AFFECTING US COULD PREVENT OR DELAY A CHANGE OF
CONTROL.
Provisions
of our charter, by-laws and stockholder rights plan and provisions of applicable
Delaware law may:
·
|
have
the effect of delaying, deferring or preventing a change in control
of our
Company;
|
·
|
discourage
bids of our Common Stock at a premium over the market price;
or
|
·
|
adversely
affect the market price of, and the voting and other rights of the
holders
of, our Common Stock.
|
Certain
Delaware laws could have the effect of delaying, deterring or preventing a
change in control of our Company. One of these laws prohibits us from engaging
in a business combination with any interested stockholder for a period of three
years from the date the person became an interested stockholder, unless various
conditions are met. In addition, provisions of our charter and by-laws, and
the
significant amount of Common Stock held by our current executive officers,
directors and affiliates could together have the effect of discouraging
potential takeover attempts or making it more difficult for stockholders to
change management. In addition, the employment contracts of our Chairman and
CEO, President and Vice President of Finance provide for substantial lump sum
payments ranging from 2 (for the Vice President) to 10 times (for each of the
Chairman and President) of their respective average combined salaries and
bonuses (together with the continuation of various benefits for extended
periods) in the event of their termination without cause or a termination by
the
executive for “good reason,” which is conclusively presumed in the event of a
“change-in-control” (as such terms are defined in such agreements).
OUR
STOCK PRICE IS VOLATILE AND MAY DECLINE.
The
trading price of our Common Stock has been volatile and may continue to be
volatile in response to various factors, including:
·
|
the
performance and public acceptance of our product
lines;
|
·
|
quarterly
variations in our operating
results;
|
·
|
competitive
announcements;
|
·
|
sales
of any of our businesses and/or components of their
assets;
|
·
|
the
operating and stock price performance of other companies that investors
may deem comparable to us; and
|
·
|
news
relating to trends in our markets.
|
The
market price of our Common Stock could also decline as a result of unforeseen
factors. The stock market has experienced significant price and volume
fluctuations, and the market prices of technology companies, particularly
Internet related companies, have been highly volatile. Our stock is also more
volatile due to the limited trading volume and the high number of shares
eligible for trading in the market.
RISK
FACTORS RELATING TO THE PURCHASE TRANSACTION AND THE DISPOSITION OF THE
TRALLIANCE BUSINESS
THE
PURCHASE TRANSACTION IS NOT THE RESULT OF ARMS-LENGTH NEGOTIATION AS EACH MEMBER
OF OUR BOARD HAS A CONFLICT OF INTEREST
Registry
Management is controlled by Michael S. Egan, our Chairman and Chief Executive
Officer and principal stockholder. The remaining two members of our Board,
Edward A. Cespedes and Robin S. Lebowitz, also have a non-controlling minority
ownership interest in Registry Management. Each of Messrs Egan and Cespedes
and
Ms. Lebowitz are anticipated to serve as employees and/or management of Registry
Management. Consequently, each of our Board members has a conflict of interests
in reviewing, negotiating and approving the Purchase Transaction.
Due
to
the affiliated nature of the Purchase Transaction, the Board considered the
formation of a special committee to negotiate and evaluate the Purchase
Transaction. Ultimately, the Board did not believe it would be feasible to
establish a special committee of independent members of the Board of Directors
to evaluate and approve the Purchase Transaction. Since all of the Board members
are affiliated to Registry Management, the Board concluded that it would be
extremely difficult to find a qualified, independent person who would be willing
to join and serve on the Company’s Board for the sole purpose of considering the
fairness of the proposed Purchase Transaction, and that even if such a person
could be found, the Company would likely be required to pay significant
compensation for his or her services, which the Board did not consider
financially feasible given its precarious financial condition. In lieu of a
special committee, the Board determined to seek a fairness opinion as a
condition precedent to theglobe’s obligation to close on the Purchase
Transaction.
THE
PURCHASE TRANSACTION IS SUBJECT TO SATISFACTION OF A NUMBER OF CLOSING
CONDITIONS, SOME OF WHICH MAY BE BEYOND OUR ABILITY TO
CONTROL.
The
consummation of the Purchase Transaction involves risks, including conditions
to
the obligation of Registry Management to complete the Purchase Transaction,
all
of which must either be satisfied or waived prior to the completion of the
Purchase Transaction. We do not control all of these conditions to
closing.
If
all
closing conditions are not satisfied on a timely basis, the Purchase Transaction
could be delayed. If certain closing conditions are not satisfied at all, the
Purchase Transaction may never be closed. If the Purchase Transaction breaks
up
and never closes, the Company may not be able to find an alternative buyer
for
its Tralliance business or otherwise raise sufficient capital needed to operate
its businesses. In any of such events, the Company’s liquidity and
cash
resources
would likely decrease, resulting in an adverse impact to its business operations
and financial condition.
THE
ANTICIPATED BENEFITS OF THE PURCHASE TRANSACTION MAY NOT BE REALIZED; WE WILL
CONTINUE TO HAVE A NEED FOR CAPITAL.
Although
the Company will be relieved of over $6.0 million of obligations under existing
convertible secured demand promissory notes and certain unsecured accounts
payable, and will receive an guaranteed Earn-out, its remaining obligations
and
liabilities are expected to continue to exceed its assets and the amount
received from the Earn-out. Accordingly, although the losses and liabilities
of
the Company are anticipated to be greatly reduced, the Company is expected
to
continue to incur operating and cash flow losses for the foreseeable future,
and
be dependent upon on its ability to raise or borrow capital in order to remain
in business. Although Dancing Bear Investments, Inc., an entity controlled
by
the Company’s Chairman and Chief Executive Officer, has provided a temporary
revolving loan facility (see Note 4 “Debt” in the accompanying Notes to
Unaudited Condensed Consolidated Financial Statements) there can be no assurance
that the Company will be successful in borrowing additional funds under this
facility or otherwise raising or borrowing additional funds from other sources
in the future. After the sale, we will not have any active business operations
and will be a shell company. As such, we will not have any ability to generate
future revenue or profits, except through the Earn-out.
AFTER
THE CLOSING OF THE PURCHASE AGREEMENT, WE WILL BE A SHELL COMPANY AND WILL
BE
SUBJECT TO MORE STRINGENT REPORTING REQUIREMENTS AND CERTAIN RULE 144
RESTRICTIONS.
Following
consummation of the Purchase Transaction, we will have no or nominal operations.
Pursuant to Rule 405 and Exchange Act Rule 12b-2, a shell company is defined
as
a registrant that has no or nominal operations,
and
either
(a) no or nominal assets; (b) assets consisting solely of cash and cash
equivalents; or (c) assets consisting of any amount of cash and cash equivalents
and nominal other assets. Our pro forma condensed balance sheet, prepared in
connection with a Definitive Information Statement filed with the Securities
and
Exchange Commission on July 25, 2008, reflects that after closing our assets
will consist primarily of cash and receivables related to the Earn-Out Agreement
with Registry Management. However, since amounts related to and equal to such
earn-out receivables are also included as deferred revenue within the
liabilities section of such balance sheet, the net amount of such receivables
is
zero. Accordingly, we believe that after consummation of the Purchase
Transaction, we will be a shell company. Applicable securities rules prohibit
shell companies from using a Form S-8 to register securities pursuant to
employee compensation plans. However, the rules do not prevent us from
registering securities pursuant to the registration statements. Additionally,
Form 8-K requires shell companies to provide more detailed disclosure upon
completion of a transaction that causes it to cease being a shell company.
To
the extent we acquire a business in the future, we must file a current report
on
Form 8-K containing the information required in a registration statement on
Form
10, within four business days following completion of the transaction together
with financial information of the private operating company. In order to assist
the SEC in the identification of shell companies, we will also be required
to
check a box on Form 10-Q and Form 10-K indicating that we are a shell company.
To the extent that we are required to comply with additional disclosure because
we are a shell company, we may be delayed in executing any mergers or acquiring
other assets that would cause us to cease being a shell company. In addition,
the SEC adopted amendments to Rule 144 effective February 15, 2008, which do
not
allow a holder of restricted securities of a “shell company” to resell their
securities pursuant to Rule 144. Preclusion from any prospective purchase using
the exemptions from registration afforded by Rule 144 may make it more difficult
for us to sell equity securities in the future.
THE
MARKET PRICE OF THEGLOBE.COM’S COMMON STOCK MAY DECLINE AS A RESULT OF THE
PURCHASE TRANSACTION.
The
market price of our Common Stock may decline as a result of the Purchase
Transaction if:
|
·
|
the
sale of the Tralliance business, theglobe’s only remaining business, is
perceived negatively by investors;
or
|
|
·
|
investors
remain skeptical that theglobe can continue as a going concern or
identify
and fund any future business operations or net losses sustained by
theglobe, including existing and future liabilities related to secured
debt and unsecured accounts
payable.
|
The
market price of theglobe.com’s Common Stock could also decline as a result of
unforeseen factors related to the Purchase Transaction.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
(a)
Unregistered Sales of Equity Securities.
On
June
10, 2008, the Company announced that Dancing Bear Investments, Inc. (“Dancing
Bear”), an entity controlled by Michael S. Egan, the Company’s Chairman and
Chief Executive Officer, converted a portion of outstanding 2007 Convertible
Notes totaling $400,000 into 40,000,000 shares of the Company’s Common Stock.
Such conversion increased the ownership in the Company’s Common Stock by Mr.
Egan and certain family members and related parties (the “Egan Family”) to
approximately 51.25% and allows the Egan Family to control the vote on all
corporate actions, including the Purchase Transaction (see Note 3, “Proposed
Sale of Tralliance and Share Issuance” and Note 4, “Debt” in the Notes to
Unaudited Condensed Consolidated Financial Statements included within this
Report), which was approved by written action dated July 9,
2008.
The
$400,000 of 2007 Convertible Notes were originally acquired in connection with
the sale of such Notes as previously reported on Form 8-K. As previously
reported on May 29, 2007, Dancing Bear entered into a Note Purchase Agreement
with the Company pursuant to which it ultimately acquired convertible promissory
notes (the “2007 Convertible Notes”) in the aggregate principal amount of
$1,250,000. The 2007 Convertible Notes are convertible at anytime prior to
payment into shares of the Company’s common stock at the rate of $.01 per share.
The 2007 Convertible Notes are due 5 days after demand from the holder, and
are
secured by a pledge of all assets of the Company and its subsidiaries,
subordinate to existing liens on such assets. The 2007 Convertible Notes bear
interest at the rate of ten (10%) percent per annum. Dancing Bear is entitled
to
certain demand and piggy-back registration rights in connection with its
investment. Neither the 2007 Convertible Notes nor the 40,000,000 shares of
common stock issued to Dancing Bear upon conversion of the foregoing $400,000
in
2007 Convertible Notes were registered under applicable securities laws and
were
sold in reliance on an exemption from such registration. Dancing Bear is an
“accredited investor” and the Company believes that the issuance and sale of the
2007 Convertible Notes and the underlying shares of common stock qualified
for
exemption from registration pursuant to Section 4(2) of the Securities Act
of
1933.
(b)
Use
of Proceeds From Sales of Registered Securities.
Not
applicable.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
June
12, 2008, Mr. Michael S. Egan, the Chairman and CEO of theglobe, together with
certain of his affiliates and other related parties, whom collectively are
the
record owners of approximately 51.25% of the issued and outstanding shares
of
theglobe Common Stock, the sole class of voting securities of theglobe, executed
a written consent of the stockholders adopting the Purchase Agreement described
in Note 3, “Proposed Sale of Tralliance and Share Issuance” of the Notes to
Unaudited Condensed Consolidated Financial Statements included earlier in this
Report, and approving the transactions contemplated thereby in accordance with
Section 228 of Delaware Law. On July 9, 2008, the same stockholders further
ratified their prior action of June 12, 2008 and approved anew the Purchase
Transaction. The actions by written consent are sufficient to approve the
Purchase Agreement and the other transaction contemplated by the Purchase
Agreement without any further action or vote of the stockholders of
theglobe.com.
In
connection with the Purchase Transaction, on July 25, 2008, theglobe filed
a
Definitive Information Statement and related Notice of Internet Availability
of
Information Statement (the “Notice”) with the Securities and Exchange
Commission, and shortly thereafter commenced mailing of the Notice to its
stockholders.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
10.1
|
Letter
of Intent Agreement dated as of February 1, 2008 by and between The
Registry Management Company, LLC, Tralliance Corporation and theglobe.com,
inc. (1).
|
10.2
|
Revolving
Loan Agreement dated as of June 6, 2008 by and between theglobe.com,
inc.
and Dancing Bear Investments, Inc.
(2).
|
10.3
|
$500,000
Promissory Note dated June 6, 2008
(2).
|
10.4
|
Unconditional
Guaranty Agreement dated June 6, 2008
(2).
|
10.5
|
Security
Agreement dated June 6, 2008 (2).
|
10.6
|
Purchase
Agreement dated as of June 10, 2008 by and between theglobe.com,
inc.,
Tralliance Corporation and The Registry Management Company, LLC
(3).
|
10.7
|
Form
of Earn-Out Agreement (3).
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a).
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a).
|
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
2002.
|
(1)
Incorporated by reference from our Form 8-K filed on February 7,
2008.
(2)
Incorporated by reference from our Form 8-K filed on June 11, 2008.
(3)
Incorporated by reference from our Form 8-K filed on June 13,
2008.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
|
theglobe.com,
inc.
|
|
|
|
Dated
:
August
11, 2008
|
By:
|
/s/
Michael
S. Egan
|
|
|
Michael
S. Egan
Chief
Executive Officer
(Principal
Executive Officer)
|
|
By:
|
/s/
Edward
A. Cespedes
|
|
|
Edward
A. Cespedes
President
and Chief Financial Officer
(Principal
Financial Officer)
|
EXHIBIT
INDEX
10.1
|
Letter
of Intent Agreement dated as of February 1, 2008 by and between The
Registry Management Company, LLC, Tralliance Corporation and theglobe.com,
inc. (1).
|
10.2
|
Revolving
Loan Agreement dated as of June 6, 2008 by and between theglobe.com,
inc.
and Dancing Bear Investments, Inc.
(2).
|
10.3
|
$500,000
Promissory Note dated June 6, 2008
(2).
|
10.4
|
Unconditional
Guaranty Agreement dated June 6, 2008
(2).
|
10.5
|
Security
Agreement dated June 6, 2008 (2).
|
10.6
|
Purchase
Agreement dated as of June 10, 2008 by and between theglobe.com,
inc.,
Tralliance Corporation and The Registry Management Company, LLC
(3).
|
10.7
|
Form
of Earn-Out Agreement (3).
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a).
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a).
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of
2002.
|
(1)
Incorporated by reference from our Form 8-K filed on February 7,
2008.
(2)
Incorporated by reference from our Form 8-K filed on June 11, 2008.
(3)
Incorporated by reference from our Form 8-K filed on June 13,
2008.
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