Headliners Entertainment (fka HLEG)

[The Rainmaker]

Here you go, here's a Newspaper story on players from this mess.

Last Laugh?

Source: Star Ledger - http://www.nj.com/business/ledger/index.ssf?/base/business-6/1177216401139640.xml&coll=1

Comedy club generated chuckles and lots of red ink

Sunday, April 22, 2007
BY GREG SAITZ
Newhouse News Service

At Rascals Comedy Club in Montclair last Saturday night, nearly every seat was filled for comedian Paul Mecurio.

He joked about his crazy mother and goofed on a high schooler in the crowd. Waitresses delivered a steady stream of wine, beer, mixed drinks and snacks to people in the audience.

Tack on the $20 admission price and another show later that night, and the club pulled in thousands of dollars in sales.

But none of the cash is headed to the coffers of Headliners Entertainment Group, a small publicly traded company that owns the Rascals name and draws its lineage back to a club that once hosted some of the biggest names in comedy.

Instead, according court and regulatory filings, money from the club goes to a private corporation established by the two men who used to run Headliners and who left it earlier this year on the brink of financial ruin.

Today, Headliners is in Chapter 11 bankruptcy protection from its creditors. And its two former principals, Eduardo Rodriguez and Michael Margolies, have been accused of diverting cash, financial mismanagement, doling out stock to themselves and close friends, even potential obstruction of justice, according to court filings.

Further, the company's regulatory filings, interviews with people familiar with the company and other documents show an operation that hemorrhaged cash during the past several years while engaging in numerous transactions with entities tied to Rodriguez and Margolies.

One of Headliners' former attorneys accused Margolies of essentially looting the company.

"Mr. Rodriguez ran all of the ... entities, including Headliners, as his personal candy store, with utter disregard for corporate formalities," attorney David Browde wrote in court papers seeking $38,000 in legal fees. Rodriguez, 45, a financial consultant who took over the company in the late '90s and brought it public in 1999, didn't return phone calls. Margolies, 79, also didn't respond to requests for comment.

Both, according to court and regulatory filings, resigned their positions from Headliners at the end of January. They left shortly after informing the company's largest investor, Jersey City hedge fund Cornell Capital Partners, the business was failing and they wanted out, hedge fund officials said.

"They (Rodriguez and Margolies) essentially FedEx'd the keys to the company and said, 'Here you go. Good luck,'" said Troy Rillo, managing director of Yorkville Advisors, which is Cornell's investment manager.

Headliners, a penny stock company that rarely has traded for more than a dime and recently less than a penny a share, owes Cornell about $9 million in principal and interest. The hedge fund scrambled to get someone to take over the business and hired consultant Frank Orlando.

Orlando said what he found astonished him.

In court papers and an interview, Orlando said he uncovered evidence that credit-card payments from a club owned by Headliners in Kansas City, Mo., were being diverted into a bank account of the private company controlled by Rodriguez and Margolies. Orlando estimated that from October 2006 until after his appointment on Jan. 31, about $85,000 had been diverted from Headliners to the company, Rascals Montclair Inc.

Orlando said he also found little in the way of financial controls, and that Rodriguez had instructed at least one employee to withhold information about certain assets. He additionally discovered Headliners issued 115 million shares of stock in October to what appears to be insiders, close friends, colleagues, long-time business partners and consultants, according to an affidavit he filed in court.

Shares closed the day of those grants at one-half a penny. Shares closed Friday at an even more minuscule price, three one-hundredths of a penny.

During Orlando's last meeting with Rodriguez in March, when Orlando went to retrieve Headliners books and records, he said he noticed staff shredding documents and three large garbage bags full of shredded paper. Although the shredding could have been a routine cleanup, Orlando said combined with his other findings, the activity was suspicious.

"It was grossly mismanaged," Orlando said of the business. "It was beyond
mismanagement."

The consultant, whose official title is chief restructuring officer, said he hasn't alerted securities regulators or law enforcement, but asked that a bankruptcy trustee be appointed to investigate further. A bankruptcy judge made such an appointment April 10.

In a separate lawsuit, Browde, the attorney who once represented Headliners and its management, accused Rodriguez of "using such tricks as misspelling corporate names and changing single digits of Federal Employee Identification Numbers to hide bank accounts and cash from defendants' numerous creditors."

Attorney Gary Werner, who represents Rodriguez only in the Browde case, said his client told him the allegations were false.

Richard Grabowsky, who owns the Montclair building that houses Rascals and a related dance club, Red Cheetah, said he speaks frequently to Rodriguez, of Livingston, and Margolies, of Garrison, N.Y. Despite what Cornell said in court filings, Grabowsky asserted the hedge fund forced them out of Headliners because the business was losing so much money.

"They had no top management. The only management they had was ... I don't want to say inept, but the people they put in place were not business people," Grabowsky said. "The bottom line is they got in way over their heads. They took over night clubs that were in trouble and made them successful, but the success was based on sales volume, not the bottom line."

EARLY STARS

When the first Rascals opened in 1982 in West Orange, it wasn't so complicated. At the time, audiences heard jokes from baby-faced versions of Jerry Seinfeld, Jay Leno, Paul Reiser, Rosie O'Donnell and other comedians who later rose to fame.

Mark Magnusson, who founded Rascals with his brothers, wistfully remembered the days when people would flock to his club and restaurant.

Comedians liked appearing there because Rascals paid well and the club took good care of them, said Tony Camacho, Rascals former talent coordinator. The basement where performers did their acts had a low ceiling and good acoustics, he said.

"You could almost literally feel the walls shake" when the crowd of 400 laughed, said Camacho, president of Top Draw Entertainment, which for years found acts to perform at Rascals. "Rascals had a reputation of having funny talent. We just booked the best talent out there."

Magnusson later opened a comedy club down the Shore, in Ocean Township, and one outside of Miami. Rodriguez, a regular customer, became involved in 1998 and eventually took over the business.

Back then, the company's annual sales held steady at about $4.3 million. But Rodriguez had bigger ideas, hoping to turn Rascals into a chain with two dozen locations, according to a 1999 Star-Ledger article.

Margolies stepped into the company in 2001, with a Margolies family trust paying Magnusson $96,000 for 2 million shares of his stock and another $80,000. "I wasn't interested in going further with their game plan," Magnusson said.

At first, management tried expanding by putting clubs in hotels, opening in Cherry Hill, Phoenix and Massachusetts. Every location but Cherry Hill has since closed.

As Rodriguez and Margolies tried other ways to expand the Rascals name, the company's losses grew and it spent more and more on salaries and other costs.

In 2003, for example, when the company closed its West Orange club, Headliners spent $13.12 on salaries and other administrative expenses for every $1 it brought in sales, said forensic accountant Timothy Louwers. The ratio dropped a bit in subsequent years, but never returned to normal levels where costs do not exceed sales.

"The business should be there to make money, not to spend money," said Louwers, an accounting professor at James Madison University who reviewed some of Headliners financial information at the Star-Ledger's request. "You're talking about a cash-basis business. It's a very simple, straightforward business. And it's surprising to see it collapse in epic fashion so quickly."

At one point, Headliners even started dragging its feet paying comedians, said Camacho, the clubs former talent coordinator. In regulatory filings, the company tried to sound hopeful. "Our goal is to return to profitability in 2004," Rodriguez and Margolies wrote in the 2002 annual report.

It didn't happen.

By then, regulatory filings show the two already were conducting business between the public company and their own private businesses. Two of them, Rodmar Holdings LLC and Marod Holdings LLC, loaned about $660,000 to Headliners in exchange for an interest in Rascals clubs, according to regulatory filings.

The debt eventually was repaid through issuing to those companies 2.25 million shares of stock, valued at the time at about $2.7 million. Later, the pair created a joint management agreement that called for Rodriguez and Margolies to oversee operations of not only Headliners, but also another penny stock company controlled by Margolies called Global Concepts, regulatory filings show.

G&H Management LLC, owned by family trusts, was to be paid $5,000 a month for their services. In addition, according to regulatory filings, Headliners paid Rodriguez a $200,000 salary and gave him a $1,000 a month car allowance, while Margolies received a $25,000 yearly consulting fee.

Separately, Global Concepts paid G&H $5,000 a month, and both Rodriguez and Margolies $100,000 a year. And in 2003, the two formed Rascals Montclair to open a club in that town, placing ownership mainly in family trusts. They said in regulatory filings they had to do that because landlords wouldn't rent to Headliners given its financial condition.

In the end, after Headliners spent $1.1 million renovating the Montclair location, an agreement was reached whereby revenue went to Headliners and Headliners paid all the club's expenses. The transactions and loans to and from related companies caught the attention of Elaine Henry, an assistant accounting professor at the University of Miami who has studied related-party transactions in public companies. She looked at the company's filings at the request of the Star-Ledger.

Although what Rodriguez and Margolies did appears to be plainly disclosed in regulatory filings, Henry said those disclosures showed weak corporate governance and an incestuous relationship between Headliners and Rascals Montclair. The two men also served as the only members of Headliners' board of directors.

"This has the profile of a company where the lines are very blurred between the controlling shareholders/managers/lenders," Henry said. "With all these interconnections, that seems as though they haven't evolved into the arms-length company that would give you more comfort if you were a shareholder."

A few investors were more than uncomfortable: They sued Headliners, Rodriguez and other entities. Company founder Magnusson has been embroiled in a lawsuit with them regarding money he said he is owed from 2001 and another investor, Stanley Chason, sued to recover a $200,000 loan.

Despite the legal action, Chason, who said he is a close friend of Margolies and provided consulting services to Headliners, is not upset. "It looked like it made sense, like most of them do," Chason said about his investment in the business. "They don't always turn out the way you like, so what else is new?"

DOING BUSINESS

Last August, at a time when Headliners' $15 million in liabilities exceeded assets by more than $10 million, Rodriguez reached an agreement to terminate the company's contract to manage Rascals in Montclair, according to regulatory filings.

The filings show Headliners gave Rascals Montclair, the company controlled by Rodriguez and Margolies, permission to use the Rascals and Red Cheetah names; Rascals Montclair, in turn, would try to free Headliners from its obligations as guarantor of the lease, liquor license and a $360,000 loan.

At the same time, Rodriguez's separation agreement shows he agreed to resign as Headliners chief executive and chief financial officer. It stipulated he was to be paid $75,000 in severance and allowed to keep a company car. Headliners also agreed to release and "forever discharge" Rodriguez from all claims, suits and "demands of whatsoever nature, character and kind," the agreement states.

However, three days before those agreements were set to take effect, the company said they had been scrapped. It reversed position again in November, saying the management agreement for Rascals Montclair had been ended and revenue from that location was no longer going to Headliners.

So, the public company remains in bankruptcy court, with a comedy club in Cherry Hill, whose lease ends in August, and a dance club in Kansas City, Mo., which the landlord wants to evict, according to Headliners' bankruptcy attorney.