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U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ending September 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-4142
Infoseek Corporation
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0353450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2620 AUGUSTINE DRIVE, SUITE 250
SANTA CLARA, CA 95054
(Address of principal executive offices)
408-567-2700
(Registrant's telephone number, including area code)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No X
--- ---
As of November 4, 1996, there were 25,940,000 shares of the Registrant's common
stock outstanding.
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PART I FINANCIAL INFORMATION NUMBER
ITEM 1: Financial Statements
Condensed Balance Sheets as of September 30, 1996
and December 31, 1995 ............................. 3
Condensed Statements of Operations for the Three
and Nine Months Ended September 30, 1996 and 1995.. 4
Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 1996 and 1995 .......... 5
Notes to Condensed Financial Statements .................... 6
ITEM 2: Management's Discussion and Analysis of Financial Conditions
and Results of Operations .................................. 7
PART II OTHER INFORMATION ........................................... 15
Signatures ............................................................ 16
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFOSEEK CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30,
1996 DECEMBER 31,
ASSETS (UNAUDITED) 1995
----------- -----------
Current assets:
Cash and cash equivalents $ 3,085 $ 1,128
Short-term investments 47,495 497
Accounts receivable, net 1,515 499
Other current assets 499 111
-------- -------
Total current assets 52,594 2,235
Property and equipment, net 6,385 2,813
Deposits and other assets 702 75
-------- -------
Total assets $ 59,681 $ 5,123
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,275 $ 1,222
Accrued payroll and payroll related expenses 1,083 71
Accrued royalties 347 36
Other accrued liabilities 1,086 576
Short-term obligations 488 238
-------- -------
Total current liabilities 4,279 2,143
Long-term obligations 2,639 837
Shareholders' equity:
Preferred stock -- --
Convertible preferred stock -- 6,695
Common stock 74,306 2,411
Accumulated deficit (16,819) (4,833)
Deferred compensation (4,127) (2,080)
Notes receivable from shareholders (597) (50)
-------- -------
Total shareholders' equity 52,763 2,143
-------- -------
Total liabilities and shareholders' equity $ 59,681 $ 5,123
======== =======
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- -----------------------
1996 1995 1996 1995
------- ------- -------- -------
Total revenues $ 4,007 $ 278 $ 9,025 $ 337
Cost of revenues 827 179 2,211 371
------- ------- -------- -------
Gross profit (loss) 3,180 99 6,814 (34)
Operating expenses:
Research and development 1,218 238 2,795 609
Sales and marketing 5,219 387 14,003 709
General and administrative 1,091 186 2,751 438
------- ------- -------- -------
Total operating expenses 7,528 811 19,549 1,756
------- ------- -------- -------
Operating loss (4,348) (712) (12,735) (1,790)
Interest income, net 652 45 749 80
------- ------- -------- -------
Net loss $(3,696) $ (667) $(11,986) $(1,710)
======= ======= ======== =======
Net loss per share $ (0.14) $ (0.03) $ (0.59) $ (0.07)
Shares used in computing net
loss per share 25,931 25,811 20,337 25,880
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(11,986) $(l,710)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,311 262
Amortization of unearned compensation related to stock options 1,085 --
Fair value assigned to services provided by Netscape -- 134
Changes in assets and liabilities:
Accounts receivable (1,016) (142)
Other current assets (388) (279)
Accounts payable 53 60
Accrued payroll and payroll related expenses 1,012 25
Accrued royalties 311 35
Other accrued liabilities 510 (10)
-------- - ----
Net cash used in operating activities $ (9,108) $ (1,625)
INVESTING ACTIVITIES
Purchase of short term investments (91,358) (2,811)
Proceeds from sales and maturities of available-
for-sale investments 44,360 223
Purchases of property and equipment (4,838) (205)
-------- - ----
Net cash used in investing activities (51,836) (2,793)
FINANCING ACTIVITIES
Term loan 2,573 --
Repayments of term loan (521) (40)
Payments of deposit on term loan (675) --
Proceeds from sale of common stock, net 61,524 4,827
-------- - ----
Net cash provided by financing activities 62,901 4,787
-------- - ----
Net increase in cash and cash equivalents 1,957 369
Cash and cash equivalents at beginning of period 1,128 568
-------- --------
Cash and cash equivalents at end of period $ 3,085 $ 937
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Unearned compensation related to stock options amounted to $3,102,000 for
the nine months ended September 30, 1996.
See notes to condensed financial statements.
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INFOSEEK CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial information included herein, except for the December
31,1995 balance sheet, which was derived from audited financial statements, have
been prepared by the Company in accordance with generally accepted accounting
principles and reflect all adjustments, consisting only of normal recurring
accruals which in the opinion of management are necessary to fairly state the
Company's financial position, results of operations, and cash flows for the
periods presented. These financial statements should be read in conjunction with
the Company's audited financial statements included in the Company's
Registration Statement on Form S-1 as declared effective by the Securities and
Exchange Commission on June 11, 1996. The results of operations for the three
and nine months ended September 30, 1996 are not necessarily indicative of the
results to be expected for any future periods.
2. INITIAL PUBLIC OFFERING
In June 1996, the Company completed its initial public offering and
issued 3,972,675 shares of its common stock to the public at a price of $12.00
per share. The Company received proceeds from the offering of approximately
$43.4 million net of underwriting discounts, commissions and other offering
costs. Simultaneously upon the closing of the initial public offering, all
outstanding shares of its redeemable convertible preferred and convertible
preferred stock were automatically converted into shares of common stock.
3. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
shares of common stock outstanding. Pursuant to the Securities and Exchange
Commission Staff Accounting Bulletins, convertible preferred stock, redeemable
convertible preferred stock, common stock and common equivalent shares (options
and warrants) issued by the Company at prices below the assumed public offering
price during the twelve-month period prior to the offering have been included in
the calculation through March 31, 1996 as if they were outstanding for all
periods presented regardless of whether they are antidilutive (using the
treasury stock method at the public offering price).
Pro forma net loss per share for the three and nine months ended
September 30, 1995 also gives effect, even if antidilutive, to common equivalent
shares from preferred stock that automatically converted upon the closing of the
Company's initial public offering (using the as-if-converted method).
Supplemental pro forma loss per share would have been $.48 for the nine months
ended September 30, 1996, assuming the convertible preferred stock was converted
at the beginning of the second quarter.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Discussion and Analysis contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1993 and
Section 21E of the Securities Exchange Act of 1934. Actual results and the
timing of certain events could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth in "Risk
Factors That May Affect Future Results" and other factors discussed elsewhere in
this Report.
RESULTS OF OPERATIONS
Total Revenues
For the three months ended September 30, 1996 and 1995, total revenues were
$4,007,000 and $278,000, respectively. For the nine months ended September 30,
1996 and 1995, total revenues were $9,025,000 and $337,000, respectively.
For the three months ended September 30, 1996 and 1995, advertising
revenues were $3,798,000 and $201,000, respectively, representing 95% and 73% of
total revenues in such periods. For the nine months ended September 30, 1996 and
1995, advertising revenues were $8,508,000 and $217,000, respectively,
representing 94% and 65% of total revenues in such periods. The balance of total
revenues during these periods was derived from subscription fees for a premium
service offered to business and professional users. Revenues from this service
are recognized over the period the service is provided and have been
insignificant to date. During the third quarter of 1996 the Company discontinued
this service. During 1995 and for the first nine months of 1996, the Company
derived its revenues substantially from the sale of advertisements on its Web
pages. The Company expects to continue to derive substantially all of its
revenues for the foreseeable future from selling advertising space on its Web
sites. Advertising revenues are derived principally from short-term advertising
contracts in which the Company guarantees a minimum number of impressions
(displays of an advertisement to the user) for a fixed fee. Advertising revenues
are recognized ratably over the term of the contract during which services are
provided and are stated net of customer discounts.
Also included in advertising revenues is the exchange by the Company of
advertising space on the Company's Web sites for reciprocal advertising space in
other media publications or other Web sites or receipt of applicable goods and
services. Revenues from these exchange transactions are recorded as advertising
revenues at the estimated fair value of the goods and services received and are
recognized when both the Company's advertisements and reciprocal advertisements
are run or applicable goods or services are received. Although such revenues
have been insignificant to date, the Company believes these exchange
transactions are of value, particularly in the marketing of the Infoseek brand,
and expects to continue to engage in these transactions in the future.
The Company's current business model to generate revenues through the sale
of advertising on the Internet is unproven. There can be no assurance that
current advertisers will continue to purchase advertising space and services
from the Company or that the Company will be able to successfully attract
additional advertisers.
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In March 1996, the Company and NYNEX Information Technologies Company
("NYNEX") entered into a one year agreement, which provides for the Company's
display of the BigYellow logo, which represents NYNEX's interactive shopping
directory, as the exclusive comprehensive shopping directory within Infoseek
Guide. In exchange for such exclusivity, NYNEX agreed to pay to the Company up
to an aggregate of $4.6 million in monthly payments, which amount will be
decreased proportionately if the number of impressions of the BigYellow logo is
below a specified number. NYNEX may extend the term of the agreement for
additional one year periods, with the fee to be determined based upon Infoseek's
then current advertising rate structure. In addition, NYNEX has the right to
cancel or renegotiate the agreement based upon certain relative traffic volumes
on the BigYellow and Infoseek Guide sites. The Company recognized revenue of
$672,000 and $992,000 in connection with this agreement during the three and
nine months ended September 30, 1996, respectively. There can be no assurance
that the NYNEX arrangement will prove to be mutually beneficial, that it will be
continued after its initial term or that the Company will be able to produce the
levels of traffic that NYNEX has negotiated.
Cost of Revenues
For the three months ended September 30, 1996 and 1995, cost of revenues
were $827,000 and $179,000, respectively. For the nine months ended September
30, 1996 and 1995, cost of revenues were $2,211,000 and $371,000, respectively.
Cost of revenues consist primarily of expenses associated with the enhancement,
maintenance and support of the Company's Web sites, including telecommunications
costs and equipment depreciation.
Cost of revenues also includes expenses associated with the licensing of
certain third-party technologies, consisting in 1995 and for the nine months
ended September 30, 1996 primarily of amortization of the fee for the search
engine technology licensed from Applied Computing Systems Institute of
Massachusetts, Inc. ("ACSIOM"), as well as ongoing royalties based on usage of
the product. The initial license fee was amortized at a rate of $37,000 per
quarter, commencing with the first quarter of 1995 and ended in the second
quarter of 1996. Royalty fees to ACSIOM were paid commencing in the first
quarter of 1995 and will continue as long as the Company utilizes the
technology.
Operating Expenses
The Company's operating expenses have increased in each quarter of 1995 and
1996, as the Company has transitioned from the product development stage to the
marketing of its services and products and expansion its business. The Company
expects operating expenses to continue to increase in dollar amount in the
future as the Company continues to expand its business.
The Company recorded aggregate deferred compensation of $5,226,000 during
the fourth quarter of 1995 and first quarter of 1996 in connection with certain
stock options granted during those periods. The amortization of such deferred
compensation is being charged to operations over the vesting periods of the
options, which are typically four years. For the three and nine months ended
September 30, 1996, the Company amortized $301,000 and $1,030,000, respectively,
related to stock options. The amortization of this deferred compensation will
continue to have an adverse effect on the Company's results of operations.
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Research and Development
For the three months ended September 30, 1996 and 1995, research and
development expenses were $1,218,000 and $238,000, respectively. For the nine
months ended September 30, 1996 and 1995, research and development expenses were
$2,795,000 and $609,000, respectively. Research and development expenses consist
principally of personnel costs, consulting and equipment depreciation. Costs
related to research, design and development of products and services have been
charged to research and development expense as incurred.
The increase in research and development expenses for the third quarter of
1996 and for the nine months ended September 30, 1996 over the corresponding
periods of 1995 were primarily the result of continued product enhancements of
the Infoseek Guide product and the development of the Company's next generation
search engine, Ultraseek. The Company believes that a significant level of
product development expenses is required to remain competitive. Accordingly, the
Company anticipates that it will continue to devote substantial resources to
product development and that these costs may substantially increase in dollar
amount in future periods.
Sales and Marketing
For the three months ended September 30, 1996 and 1995, sales and marketing
expenses were $5,219,000 and $387,000 respectively. For the nine months ended
September 30, 1996 and 1995, sales and marketing expenses were $14,003,000 and
$709,000, respectively. Sales and marketing expenses consist primarily of
compensation of sales and marketing personnel, advertising and promotional
expenses.
Sales and marketing expenses for the three and nine months ended September
30, 1996 included payments made to Netscape Communications Corporation
("Netscape") pursuant to an arrangement for the listing of the Company's product
on the Netscape Web page. This agreement with Netscape provides for payments of
up to an aggregate of $5.0 million over the course of the one year term of the
agreement. While the Company intends to renew the contract when it expires in
March 1997, there can be no assurance that it will be renewed on commercially
reasonable terms if at all. During the three and nine months ended September 30,
1996, the Company recognized $1.25 million and $2.5 million of the $5.0 million
payment to Netscape as expense, respectively.
In addition, the increase in sales and marketing expenses for the third
quarter of 1996 and for the nine months ended 1996 over the corresponding
periods of 1995 were also the result of hiring additional sales and marketing
personnel and an increase in promotional and advertising activity. The Company
expects to continue hiring additional sales and marketing personnel and to
increase promotional and advertising expenses, and anticipates that these costs
will continue to increase in dollar amount in future periods.
General and Administrative
For the three months ended September 30, 1996 and 1995, general and
administrative expenses were $1,091,000 and $186,000 respectively. For the nine
months ended September 30,
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1996 and 1995, general and administrative expenses were $2,751,000 and $438,000
respectively. General and administrative expenses consist primarily of
compensation of administrative and executive personnel, occupancy costs and fees
for professional services.
The increase in general and administrative expenses for the third quarter
of 1996 and for the nine months ended 1996 over the corresponding periods of
1995 was the result of hiring additional administrative and executive staff and
adding infrastructure to manage the expansion of the business. The Company
anticipates that its general and administrative expenses will continue to
increase in dollar amount as the Company continues to expand its administrative
and executive staff, relocates to larger facilities, adds infrastructure and
incurs additional costs related to being a public company, such as expenses
related to directors' and officers' insurance, investor relations programs and
increased professional fees.
Income Taxes
Due to the Company's loss position, there was no provision for income taxes
for any of the periods presented. At December 31, 1995, the Company had federal
and state net operating loss carryforwards of approximately $4.0 million and
$600,000, respectively. The federal net operating loss carryforwards will expire
beginning in 2008 through 2010, if not utilized, and the state net operating
loss carryforwards will expire in the years 1998 through 2000. Certain future
changes in the share ownership of the Company, as defined in the Tax Reform Act
of 1986 and similar state provisions, may restrict the utilization of
carryforwards. A valuation allowance has been recorded for the entire deferred
tax asset as a result of uncertainties regarding the realization of the asset
due to the lack of earnings history of the Company.
Liquidity and Capital Resources
From inception through April 1996, the Company financed its operations and
met its capital expenditure requirements primarily through cash proceeds from
private sales of stock totaling $23.9 million. In June 1996, the Company
completed its initial public offering and received proceeds from the offering of
approximately $43.4 million net of underwriting discounts, commissions and other
offering costs. Concurrent with the closing of the initial public offering, all
outstanding shares of its redeemable convertible preferred and convertible
preferred stock were automatically converted into shares of common stock.
For the first nine months of 1996 and 1995, operating activities used cash
of $9.1 million and $1.6 million, respectively. The net cash used during these
periods was primarily due to net losses and increases in accounts receivable and
other current assets, partially offset by increases in accounts payable and
accrued liabilities. For the first nine months of 1996 and 1995, investing
activities used net cash of $51.8 million and $2.8 million, respectively,
primarily associated with the purchase of net short-term investments and
property and equipment. Financing activities generated cash of $62.9 million and
$4.8 million in the first nine months of 1996 and 1995 and, respectively,
primarily from preferred stock sales, the initial public offering in June 1996
and equipment loans.
The Company expects to continue to incur significant capital expenditures
to support expan-
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sion of the Company's business. Furthermore, from time to time the Company
expects to evaluate the acquisition of products, businesses and technologies
that complement the Company's business. The Company does not, however, currently
have any understandings, commitments or agreements with respect to any such
acquisitions.
The Company had $50.6 million in cash, cash equivalents and short-term
investments at September 30, 1996. The Company believes that its existing funds
will satisfy the Company's anticipated working capital and other cash
requirements through at least the next 12 months. Thereafter, the Company may
need to raise additional funds. The Company may need to raise additional funds
sooner, however, in order to fund more rapid expansion, to develop new or
enhance existing services or products, to respond to competitive pressures or to
acquire complementary products, businesses or technologies. If additional funds
are raised through the issuance of equity or convertible debt securities, the
percentage ownership of the shareholders of the Company will be reduced,
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be available on terms favorable to the Company, or at all. If adequate funds are
not available or are not available on acceptable terms, the Company's ability to
fund expansion, take advantage of acquisition opportunities, develop or enhance
services or products or respond to competitive pressures would be significantly
limited. Such limitation could have a material adverse effect on the Company's
business, results of operations and financial condition.
Risk Factors That May Affect Future Results
In addition to the other information contained in this Report, the
following risk factors should be considered.
Limited Operating History; Anticipation of Continued Losses. The
Company has a limited operating history, which makes it difficult to manage
future operations or predict future operating results. The Company was formed in
August 1993, did not commence generating revenues until January 1995 and has
generated limited revenues to date. The Company has incurred significant net
losses since inception and expects to continue to incur significant losses on a
quarterly and annual basis for the foreseeable future. As of September 30, 1996,
the Company had an accumulated deficit of $16.8 million. The Company and its
prospects must be considered in light of the risks, costs and difficulties
frequently encountered by companies in their early stage of development,
particularly companies in the new and rapidly evolving Internet market. The
Company has achieved only limited revenues to date, and its ability to generate
significant revenues is subject to substantial uncertainty. There can be no
assurance that the Company will be able to address any of these challenges or
will be able to sustain revenue growth or achieve profitability.
Potential Fluctuations in Future Results. As a result of the Company's
limited operating history as well as the very recent emergence of the market
addressed by the Company, the Company has neither internal nor industry-based
historical financial data for any significant period of time upon which to base
planned operating expenses.
The Company expects that its results of operations may also fluctuate
significantly in the
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future as a result of a variety of factors, including; the continued rate of
growth, usage and acceptance of the Internet; the rate of acceptance of the
Internet as an advertising medium; demand for the Company's products and
services; the advertising budgeting cycles of individual advertisers; the
introduction and acceptance of new or enhanced products or services by the
Company or by its competitors; the Company's ability to anticipate and
effectively adapt to a developing market and to rapidly changing technologies;
the Company's ability to attract, retain and motivate qualified personnel;
initiation, renewal or expiration of significant contracts with NYNEX or
Netscape; pricing changes by the Company or its competitors; specific economic
conditions in the Internet market; general economic conditions and other
factors. In addition, the Company may elect from time to time to make certain
pricing, service or marketing decisions or acquisitions that could have a
short-term material adverse effect on the Company's business, results of
operations and financial condition and may not generate the long-term benefits
intended. Due to all of the foregoing factors, it is likely that in some future
period, the Company's operating results may be below the expectations of public
market analysts and investors. In such event, the price of the Company's Common
Stock would likely be materially adversely affected.
The Company's revenues are also dependent on it's relationship with
Nynex. In March 1996, the Company and NYNEX entered into a one year agreement,
which provides for the Company's display of the BigYellow logo, which represents
NYNEX's interactive shopping directory, as the exclusive comprehensive shopping
directory within Infoseek Guide. In exchange for such exclusivity, NYNEX agreed
to pay to the Company up to an aggregate of $4.6 million in monthly payments,
which amount will be decreased proportionately if the number of impressions of
the BigYellow logo is below a specified number. NYNEX may extend the term of the
agreement for additional one year periods, with the fee to be determined based
upon Infoseek's then current advertising rate structure. In addition, NYNEX has
the right to cancel or renegotiate the agreement based upon certain relative
traffic volumes on the BigYellow and Infoseek Guide sites. There can be no
assurance that the NYNEX arrangement will prove to be mutually beneficial, that
it will be continued after its initial term or that the Company will be able to
produce the levels of traffic that NYNEX has negotiated.
Developing Market; Unproven Acceptance of Internet Advertising and of
the Company's Products and Services. The market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants with products and
services for use on the Internet. The Company's future success is highly
dependent upon the increased use of the Internet for information publication,
distribution and commerce. In particular, because the Company expects to derive
substantially all of its revenues in the foreseeable future from sales of
Internet advertising, the future success of the Company is highly dependent on
the development of the Internet as an advertising medium.
The Company is in a new and rapidly evolving industry, with demand for
and market acceptance of recently introduced products and services being subject
to a high level of uncertainty. Accordingly, it is difficult to predict its
size, stability and the extent of its growth, if any. There can be no assurance
that the market for the Company's products and services will develop or that
demand for the Company's products or services by Internet users or by
advertisers will emerge or become sustainable. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
the Company's products and services do not achieve
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or sustain acceptance by the Internet users or advertisers, the Company's
business, results of operations and financial condition will be materially
adversely affected.
Reliance on Advertising Revenues. The Company has derived substantially
all of its revenues to date from the sale of advertisements, and expects such
dependence of advertising revenue to continue. The Company's current business
model to generate revenues through the sale of advertising on the Internet is
unproven. In addition, the Company's advertising revenues to date have been
derived from a limited number of advertising customers. There can be no
assurance that current advertisers will continue to purchase advertising space
and services from the Company or that sufficient impressions will be achieved or
available, or that the Company will be able to successfully attract additional
advertisers. Furthermore, there is intense competition among sellers of
advertising space on the Internet, and a variety of pricing models offered by
different vendors for a range of advertising services, making it difficult to
project future levels of advertising revenues and pricing models that will be
adopted by the industry or individual companies. Accordingly, there can be no
assurance that the Company will be successful in generating significant future
advertising revenues and failure to do so will have a material adverse effect on
the Company's business, results of operations and financial condition.
Change in Netscape Relationship. From March 1995 through March 1996,
the Company's service was listed as the sole premier navigational service on the
Netscape Web page accessible via the "Net Search" button. In March 1996,
Infoseek entered into a new agreement with Netscape, which provides that
Infoseek will be listed as a non-exclusive premier provider of navigational
services on Netscape's Web page for the period April 10, 1996 to March 31, 1997.
Currently, Netscape's Web page displays four additional premier providers. There
can be no assurance that the Company will be able to maintain or increase its
current level of traffic and any failure to do so could materially and adversely
impact advertising revenues. In addition, the Company cannot anticipate the
impact on Infoseek traffic of any changes Netscape may make to this service, to
its Web page or its other services, or the effect on advertising revenues that
may be generated from such traffic. Infoseek's agreement with Netscape provides
for payments of up to an aggregate of $5.0 million to Netscape over the term of
the agreement. While the Company intends to renew the contract when it expires
in March 1997 there can be no assurance that it can be renewed on commercially
reasonable terms if at all. Furthermore, if traffic is decreased significantly
as a result of these or other changes in the Netscape relationship and the
Company is unable to develop alternative viable distribution channels,
advertising revenues would be adversely affected, while the remaining $2.5
million Netscape obligation would not be reduced, the result being that the
Company's business, results of operations and financial condition would be
materially and adversely affected.
Technological Changes and New Products and Services. The market for
Internet products and services is characterized by rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. These market characteristics are exacerbated by the emerging
nature of this market and the fact that many companies are expected to introduce
new Internet products and services in the near future. The Company's future
success will depend in significant part on its ability to continually and on a
timely basis introduce new products, services and technologies and to continue
to improve the performance, features and reliability of the Company's products
and services in response to both evolving demands of the mar-
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ketplace and competitive product offerings.
There can be no assurance that any new or proposed product or service
will attain market acceptance. Failure of the Company to successfully design,
develop, test, market and introduce new and enhanced technologies and services,
in particular, Ultraseek or any enhancements of the Company's current search
technology, or the failure of the Company's recently introduced products and
services to achieve market acceptance could have a material adverse effect upon
the Company's business, operating results and financial condition. There can be
no assurance that the Company will not experience difficulties that could delay
or prevent the successful development, introduction or marketing of new or
enhanced technologies, products and services, or that the Company's new or
recently introduced products and services will adequately meet the requirements
of the marketplace and achieve significant market acceptance. Due to certain
market characteristics, including technological change, changing customer needs,
frequent new product and service introductions and evolving industry standards,
timeliness of introduction of these new products and services is critical.
Delays in the introduction of new products and services may result in customer
dissatisfaction and may delay or cause a loss of advertising revenue. There can
be no assurance that the Company will be successful in developing new products
or services or improving existing products and services that respond to
technological changes or evolving industry standards, that the Company will not
experience difficulties that could delay or prevent the successful development,
introduction and marketing of new or improved products and services, or that its
new products and services will adequately meet the requirements of the
marketplace and achieve market acceptance. In addition, new or enhanced products
and services introduced by the Company may contain undetected errors that
require significant design modifications. This could result in a loss of
customer confidence and user support, thus adversely affecting the use of the
Company's products and services, which in turn would have a material adverse
effect upon the Company's business, results of operations or financial
condition. If the Company is unable to develop and introduce new or improved
products or services in a timely manner in response to changing market
conditions or customer requirements, the Company's business, operating results
and financial condition will be materially adversely affected.
Intense Competition. The market for Internet products and services is
highly competitive, with no substantial barriers to entry, and the Company
expects that competition will continue to intensify. In addition, the market for
the Company's products and services has only recently begun to develop, is
rapidly evolving and is characterized by an increasing number of market entrants
with competing products and services. The Company does not believe this market
will support the increasing number of competitors and their products and
services. Although the Company believes that the diverse segments of the
Internet market may provide opportunities for more than one supplier of products
and services similar to those of the Company, it is possible that a single
supplier may dominate one or more market segments. Accordingly, any failure of
the Company to provide product and service offerings that achieve success in the
short-term could result in an insurmountable loss in market and brand
acceptance, and could, therefore, have a material adverse and long-term effect
upon the Company's business, results of operations and financial condition.
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15
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
10.1 Lease extension agreement dated September 11, 1996 and
September 17, 1996 between Registrant and Spieker
Properties, L.P.
10.2 Lease agreement dated September 11, 1996 and
September 17, 1996 between Registrant and Spieker
Properties, L.P.
11.1 Statement re: Computation of Earnings Per Share
27.1 Financial Data Schedule
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended September 30, 1996.
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SIGNATURES
Pursuant to the requirements 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.
INFOSEEK CORPORATION
BY /s/ Leonard LeBlanc
Leonard LeBlanc
Executive Vice President, Finance and
Chief Financial Officer
Dated: November 14, 1996
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17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Lease extension agreement dated September 11, 1996 and
September 17, 1996 between Registrant and Spieker
Properties, L.P.
10.2 Lease agreement dated September 11, 1996 and
September 17, 1996 between Registrant and Spieker
Properties, L.P.
11.1 Statement re: Computation of Earnings Per Share
27.1 Financial Data Schedule