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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 March 31, 1997
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 1-11797
Infoseek Corporation
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-00353450
(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 April 30, 1997, there were 26,031,562 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 March 31, 1997
and December 31, 1996.............................. 3
Condensed Statements of Operations for the Three
Months Ended March 31, 1997 and 1996............... 4
Condensed Statements of Cash Flows for the three
Months Ended March 31, 1997 and 1996............... 5
Notes to Condensed Financial Statements........................ 6
ITEM 2: Management's Discussion and Analysis of Financial Conditions
and Results of Operations...................................... 8
PART II OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K
Signatures ............................................................... 19
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFOSEEK CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 4,267 $ 3,786
Short-term investments 38,267 42,867
Accounts receivable, net 2,824 2,428
Other current assets 480 371
-------- --------
Total current assets 45,838 49,452
Property and equipment, net 7,639 7,587
Investments 750 ---
Deposits and other assets 2,169 1,293
-------- --------
Total assets $ 56,396 $ 58,332
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,243 $ 3,269
Accrued payroll and related expenses 949 1,362
Accrued royalties 538 311
Other accrued liabilities 690 759
Deferred revenue 1,744 760
Short-term obligations 1,031 994
-------- --------
Total current liabilities 7,195 7,455
Long-term obligations 3,762 1,892
Shareholders' equity:
Preferred stock --- ---
Common stock 74,038 73,754
Accumulated deficit (24,877) (20,771)
Deferred compensation (3,270) (3,546)
Notes receivable from shareholders (452) (452)
-------- --------
Total shareholders' equity 45,439 48,985
-------- --------
Total liabilities and shareholders' equity $ 56,396 $ 58,332
======== ========
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
1997 1996
-------- --------
Total revenues $ 6,151 $ 1,731
Cost of revenues 1,284 690
-------- --------
Gross profit 4,867 1,041
Operating expenses:
Research and development 1,592 934
Sales and marketing 6,453 2,757
General and administrative 1,333 860
-------- --------
Total operating expenses 9,378 4,551
Operating loss (4,511) (3,510)
Interest income (expense), net 405 (58)
-------- --------
Net loss $ (4,106) $ (3,568)
======== ========
Net loss per share (Pro forma in 1996) $ (0.16) $ (0.14)
Shares used in computing net
loss per share (Pro forma in 1996) 26,127 25,914
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,106) $ (3,568)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 1,250 332
Amortization of unearned compensation related to stock options 276 387
Changes in assets and liabilities:
Accounts receivable (396) (360)
Other current assets (109) (192)
Accounts payable (1,026) (182)
Accrued payroll and related expenses (413) 194
Accrued royalties 227 883
Other accrued liabilities (69) 431
Deferred revenue 984 ---
-------- --------
Net cash used in operating activities (3,382) (2,075)
INVESTING ACTIVITIES
Purchase of short-term investments (11,151) ---
Proceeds from sales and maturities of available-
for-sale investments 15,751 497
Increase in deposits and other assets (876) ---
Investment in Hoovers (750) ---
Purchases of property and equipment (1,302) (1,248)
-------- --------
Net cash provided by (used) in investing activities 1,672 (751)
FINANCING ACTIVITIES
Proceeds from term loan 2,144 2,573
Repayments of term loan (237) (95)
Payments of deposit on term loan --- (668)
Proceeds from sale of common stock, net 284 10,001
-------- --------
Net cash provided by financing activities 2,191 11,811
-------- --------
Net increase in cash and cash equivalents 481 8,985
Cash and cash equivalents at beginning of period 3,786 1,129
-------- --------
Cash and cash equivalents at end of period $ 4,267 $ 10,114
======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unearned compensation related to stock options amounted to $3,102 for the
three months ended March 31, 1996. There was no unearned compensation for the
three months ended March 31, 1997. Cash Paid for interest expense amounted to
$112 and $64 for the three months ended March 31, 1997 and 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
31,1996 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 Annual
Report. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results to be expected for any future periods.
2. 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 months ended March 31,
1996 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).
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Accounting for Earnings per Share", which is
required to be adopted on December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings per share and
to restate all prior periods. Under the new requirements for calculating primary
earnings per share, the dilutive effect of stock options will be excluded. For
the first quarter ended March 31, 1997 and March 31, 1996 there is no change
expected in primary earnings per share. The impact of SFAS 128 on the
calculation of fully diluted earnings per share for these quarters is not
expected to be material.
3. OBLIGATIONS
In March 1997, the Company entered into a four year, $5,000,000
equipment term loan facility. The loan bears interest at the bank's prime rate
plus 0.25%. Under the terms of the agreement, the Company grants a first
priority security interest in certain assets of the Company
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and must maintain certain financial covenants including maintaining minimum
tangible net worth and others based on monthly cash balances. Interest only
payments will be made during the first 12 months and borrowings and interest
will be repaid on a straight-line basis over 36 months beginning in month 13 of
the facility. As of March 31, 1997 there was $2,144,000 outstanding on the
facility.
4. STRATEGIC INVESTMENTS
In March 1997, the Company and Hoover's, Inc. ("Hoover's") entered
into a strategic agreement which integrate Hoover's Company Information Service
and the Infoseek Service. As part of this relationship, the Company purchased
13,636 shares for $750,000 and also received warrants for an equal amount of
shares at $55.00 per share. The Company's investment in Hoover's is for
approximately 5.5% of the outstanding Common Stock and is being accounted for
using the cost method. The Company also agreed to make available to Hoovers a
revolving credit loan of up to $250,000. Also, as part of the deal the Company
will sell advertising on Hoover's service and it is required to pay certain
monthly minimums.
5. COMMITMENTS
In March 1997, Infoseek renewed its agreement with Netscape, under
terms that extend the current contract through April 1997 and thereafter provide
for Infoseek to be one of five premier providers displayed on Netscape's web
page for the period of May 1, 1997 through April 30, 1998. Infoseek's agreement
with Netscape provides for payments of up to an aggregate of $12,500,000 to
Netscape over the term of the agreement.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS 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 Quarterly Report.
Results of Operations
Total Revenues -- For the three months ended March 31, 1997 and 1996, total
revenues were $6,151,000 and $1,731,000, respectively.
During the first quarter of 1997 and 1996, the Company derived its revenues
substantially from the sale of advertisements on its Web pages. Advertising
revenues in the three months ended March 31, 1997 and 1996 were $5,933,000 and
$1,656,000, respectively, representing 96% of total revenues in both periods.
The growth in revenues is attributable to the increased use of the Internet for
information publication, distribution and commerce coupled with the development
and increased acceptance of the Internet as an advertising medium. 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.
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 within the Infoseek Service. According to the terms of the
agreement, NYNEX agreed to pay to the Company up to an aggregate of $4,600,000,
in monthly payments, which amount would be decreased proportionately if the
number of impressions of the BigYellow logo were below a specified number. In
February of 1997, the Company signed an amendment with NYNEX extending the term
of the original agreement through June 1998 in exchange for an additional
$1,400,000, for a total of $6,000,000, in monthly payments. The terms and
conditions of the amended agreement are substantially the same as the original
agreement, except for elimination of certain exclusivity and reimbursement
provisions. The Company recognized revenue of $706,000 and $471,000 in
connection with this amended agreement for the three months ended March 31, 1997
and 1996, respectively. There can be no assurance that the NYNEX arrangement
will prove to be mutually beneficial or that it will be continued after the
extended term.
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. 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.
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The balance of total revenues during these periods was derived from the
licensing of technology to businesses for internal use in 1997 and from
subscription fees for a premium service offered to business and professional
users in 1996.
The Company's current business model to generate revenues through the sale of
advertising on the Internet may be unsustainable. 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.
Cost of Revenues -- For the three months ended March 31, 1997 and 1996, cost of
revenues were $1,284,000 and $690,000, respectively. Cost of revenues consists
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, for all periods presented,
expenses associated with the licensing of certain third-party technologies. Cost
of revenues increased in the quarter ended March 31, 1997 over the comparable
period in 1996 as the Company added additional equipment and personnel to
support its Web sites and as royalties due upon usage of the product increased
as revenues increased. The Company expects its cost of revenues will continue to
increase in absolute dollars and possibly as a percentage of revenues as it
upgrades equipment and maintenance and support personnel, adds content partners
and as a greater percentage of sales are made through the recently introduced
Infoseek Network. Infoseek Network sales are expected to generate advertising
revenues that typically would carry lower margins than those associated with
advertising sold on the Company's own Web site.
Operating Expenses -- The Company's quarterly operating expenses have increased
substantially since its inception as the Company has transitioned from the
product development stage to the marketing of its services and products and
expansion of its business. The Company's expects its 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 in connection
with certain stock options granted during 1996 and 1995. 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 months
ended March 31, 1997 and 1996, the Company amortized $276,000 and $387,000,
respectively, related to stock options. As a result, the amortization of this
deferred compensation will continue to have an adverse effect on the Company's
results of operations.
Research and Development -- For the quarter ended March 31, 1997 and 1996,
research and development expenses were $1,592,000 and $934,000, 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 1997 over 1996 was
primarily the result of on-going enhancements to Infoseek Service and the
development and implementation of the Ultramatch technology. 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 are
expected to continue to increase in dollar amount in future periods.
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Sales and Marketing -- For the quarter ended March 31, 1997 and 1996, sales and
marketing expenses were $6,453,000 and $2,757,000, respectively. Sales and
marketing expenses consist primarily of compensation of sales and marketing
personnel, advertising and promotional expenses.
Sales and marketing expenses for the quarter ended March 31, 1997 and 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 provided for payments of up to
an aggregate of $5,000,000 over the course of the one-year term of the
agreement. In March 1997, Infoseek renewed its agreement with Netscape under
terms that extend the current contract through April 1997 and thereafter
provides for Infoseek to be one of five premier providers displayed on
Netscape's Web page for the period of May 1, 1997 through April 30, 1998. The
renewed agreement with Netscape provides for payments of up to an aggregate of
$12,500,000 over the term of the agreement. During the quarter ended March 31,
1997 and 1996, the Company recognized payment of $1,250,000 and $937,500
respectively to Netscape as expense.
In addition, the increase in sales and marketing expenses for the quarter ended
March 31, 1997 over the comparable period in 1996 was also the result of hiring
additional sales and marketing personnel and an increase in promotional and
advertising activity. The Company expects to increase promotional and
advertising expenses and anticipates hiring additional sales representatives in
1997 and future periods. As a result, these costs are expected to continue to
increase.
General and Administrative -- For the quarter ended March 31, 1997 and 1996,
general and administrative expenses were $1,333,000 and $860,000, respectively.
General and administrative expenses consist primarily of compensation of
administrative and executive personnel, facility costs and fees for professional
services.
The increase in general and administrative expenses for the quarter ended March
31, 1997 over the comparable period in 1996 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 and relocates
its corporate headquarters to larger facilities in the first half of 1997.
Income Taxes -- Due to the Company's loss position, there was no provision for
income taxes for the periods presented.
At December 31, 1996, the Company had federal and state net operating loss carry
forwards of approximately $20,200,000 and $7,100,000, respectively. The
federal net operating loss carry forwards will expire beginning in 2009 through
2011, if not utilized, and the state net operating loss carry forwards will
expire in the years 1999 through 2001. 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 carry forwards.
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.
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Liquidity and Capital Resources
From inception through May 1996, the Company financed its operations and met its
capital expenditure requirements primarily through the issuance of equity,
convertible debt securities and equipment term loans. In June 1996, the Company
completed its initial public offering and received proceeds from the offering of
$43,485,000, 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 three months of 1997 and 1996, operating activities used cash of
$3,382,000 and $2,075,000, respectively. The net cash used during these periods
was primarily due to net losses and decreases in accounts payable, partially
offset by increases in depreciation and amortization and in 1997, deferred
revenue. For the three month periods ended March 31, 1997 and 1996, investing
activities provided net cash of $1,672,000 and used net cash of $751,000,
respectively, primarily associated with sale and purchases of net short-term
investments and the purchase of property and equipment. Financing activities
generated cash of $2,191,000 and $11,811,000 in the first three months of 1997
and 1996, respectively, primarily from equipment loans and the issuance of
Series E preferred stock in 1996.
The Company has commitments for its facilities under operating lease agreements
and expects to continue to incur significant capital expenditures to support
expansion 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 $42,534,000 in cash, cash equivalents and short-term investments
at March 31, 1997. The Company believes that its existing funds in addition to
the equipment term loan facility entered into on March 31, 1997 will satisfy the
Company's anticipated working capital and other cash requirements through at
least the next 12 months. The estimate of the period for which the Company
expects its available funds to be sufficient to meet its capital requirements is
a forward-looking statement that involves risks and uncertainties. There can be
no assurance that the Company will be able to meet its working capital and other
cash requirements for this period as a result of a number of factors including
but not limited to those described below under the caption "Risk Factors That
May Affect Future Results-Future Capital Needs; Uncertainty of Additional
Financing". 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.
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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 and
did not commence generating revenues until January 1995. 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 March 31, 1997, the Company had an accumulated deficit of $24,877,000. 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.
Moreover, in 1996 the Company significantly increased its operating expenses to
substantially increase its sales and marketing operation, develop new
distribution channels, broaden its customer support capabilities and fund
greater levels of research and development. Further increases in operating
expenses are planned in 1997. To the extent that any such expenses are not
subsequently and timely followed by increased revenues, the Company's business,
results of operations and financial condition would be materially adversely
affected.
Potential Fluctuations in Future Results -- As a result of the Company's limited
operating history as well as the very recent emergence of the Internet 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 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, Netscape or others; pricing changes by the Company or its
competitors; specific economic conditions in the Internet market; general
economic conditions and other factors. In addition, the Infoseek Network, which
was recently introduced by the Company, is expected to generate advertising
revenues that would typically carry lower gross profit margins than those
associated with advertising sold on the Company's own Web site. As a result, the
Company expects that its gross margins may decline somewhat to the extent that
Network sales become material in amount. Substantially all of the Company's
revenues have been generated from the sale of advertising, and the Company
expects revenue for the foreseeable future to continue to be derived
substantially from advertising sales. Moreover, most of the Company's contracts
with advertising customers have terms of three months or less, with options to
cancel at any time. Accordingly, future sales and operating results are
difficult to forecast. The Company's expense levels are based, in part, on its
expectations as to future revenues and, to a significant extent, are relatively
fixed, at least in the short term. The Company may not be able to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in relation to the
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Company's expectations would have an immediate adverse impact on the Company's
business, results of operations and financial condition. 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.
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. 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 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.
The Internet as an advertising medium has not been available for a sufficient
period of time to gauge its effectiveness as compared with traditional
advertising media. In addition, most of the Company's current advertising
customers have limited or no experience using the Internet as an advertising
medium, have not devoted a significant portion of their advertising expenditures
to such advertising and may not find such advertising to be effective for
promoting their products and services relative to advertising in traditional
media. 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, with the rapid growth of available inventory on the Internet and
the intense competition among sellers of advertising space it is 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 Strategic Relationships -- 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 provided that
Infoseek would 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.
This agreement with Netscape provided for payments of up to an aggregate of
$5,000,000 to Netscape over the term of the agreement. Under the terms of this
agreement, Netscape's Web
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page displays four additional premier providers. In March 1997, Infoseek renewed
its agreement with Netscape, under terms that extend the current contract
through April 1997 and thereafter provides for Infoseek to be one of five
premier providers displayed on Netscape's Web page for the period of May 1, 1997
through April 30, 1998. This agreement with Netscape provides for payments of up
to an aggregate of $12,500,000 to Netscape over the term of the agreement. 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. 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 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.
The Company's revenues are also dependent on its 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 within the Infoseek
Service. According to the terms of the agreement, NYNEX agreed to pay to the
Company up to an aggregate of $4,600,000, in monthly payments, which amount
would be decreased proportionately if the number of impressions of the BigYellow
logo were below a specified number. NYNEX could 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 February 1997, the
Company and NYNEX amended this agreement to extend its term to June 1998 in
exchange for an additional $1,400,000 million, for a total of $6,000,000, in
monthly payments. The terms and conditions of the amended agreement are
substantially the same, except for elimination of certain exclusivity and
reimbursement provisions. There can be no assurance that the NYNEX arrangement
will prove to be mutually beneficial or that it will be continued after its
amended term.
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 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 marketplace 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. While the
Company's Ultramatch technology is currently in beta testing and is expected to
be commercially released in 1997, this technology, which is being developed by
Aptex Software, Inc., is complex and subject to risks inherent in the
development and deployment process. There can be no assurance that the Company
will not experience difficulties that could delay or prevent the successful
development,
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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.
Capacity Constraints and System Failure -- A key element of the Company's
strategy is to generate a high volume of traffic to its products and services.
Accordingly, the performance of the Company's products and services is critical
to the Company's reputation, its ability to attract advertisers to the Company's
Web sites and market acceptance of these products and services. Any system
failure that causes interruptions or that increases response time of the
Company's products and services would result in less traffic to the Company's
Web sites and, if sustained or repeated, would reduce the attractiveness of the
Company's products and services to advertisers and customers. In addition, an
increase in the volume of searches conducted through the Company's products and
services could strain the capacity of the software, hardware or
telecommunications lines deployed by the Company, which could lead to slower
response time or system failures. The Company renewed its contract with Netscape
pursuant to which the Company hopes to increase its presence as a Netscape
premier provider. If the Company receives a greater share of Netscape traffic,
it is possible that the capacity of the Company's
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hardware or software could be exceeded and service interruptions or failures
could occur. As the number of Web pages and users increase, there can be no
assurance that the Company's products, services and systems will be able to
scale appropriately. The Company is also dependent upon Web browser companies
and Internet and online service providers for access to its products and
services, and users have experienced and may in the future experience
difficulties due to system or software failures or incompatibilities not within
the Company's control. The Company is also dependent on hardware suppliers for
prompt delivery, installation and service of servers and other equipment and
services used to provide its products and services. The Company has been working
to establish a duplicate Infoseek Service site and expects this site to be
complete and functioning in 1997. The Company's current estimate of the timing
of the completion of this duplicate service site is a forward-looking statement
that involves risks and uncertainties. The actual timing of such completion and
the capacity of the service provided could differ materially from that noted in
this forward-looking statement as a result of certain factors, including
hardware or software difficulties and the amount of traffic on Infoseek Service.
As a result, there can be no assurance that a duplicate service site will be
operational within the time frame stated above, or at all. In addition, any
duplicate site will create additional operational and management complexities,
including the need for continual updating and maintenance of directory listings,
possibly among geographically dispersed network servers. Any disruption in the
Internet access and service provided by the Company or its service providers
could have a material adverse effect upon the Company's business, results of
operations and financial condition.
The process of managing advertising within large, high traffic Web
sites such as the Company's is an increasingly important and complex task. The
Company relies on internal advertising inventory management and analysis systems
to provide enhanced internal reporting and customer feedback on advertising. To
the extent that any extended failure of the Company's advertising management
system results in incorrect advertising insertions, the Company may be exposed
to "make good" obligations with its advertising customers, which, by displacing
advertising inventory, could have a material adverse effect on the Company's
business, results of operations and financial condition.
In addition, the Company's operation depends upon its ability to
maintain and protect its computer systems located in Santa Clara, California.
This system is vulnerable to damage from fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events. The Company does not
currently have a disaster recovery plan in effect. Despite the implementation of
network security measures by the Company, its servers are also vulnerable to
computer viruses, break-ins and similar disruptive problems. Computer viruses,
break-ins or other problems caused by third parties could lead to interruptions,
delays in or cessation of service to users of the Company's products and
services. The occurrence of any of these risks could have a material adverse
effect on the Company's business, results of operations and financial condition.
Risks Associated with International Expansion -- As part of its business
strategy, the Company is seeking opportunities to expand its products and
services into international markets. The Company believes that such expansion is
important to the Company's ability to continue to grow and to market its
products and services. In marketing its products and services internationally,
however, the Company will face new competitors. In addition, the ability of the
Company to enter the international markets will be dependent upon the Company's
ability to create localized
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versions of its products and services. There can be no assurance that the
Company will be successful in creating localized versions of its products and
services or marketing or distributing its products abroad or that, if the
Company is successful, its international revenues will be adequate to offset the
expense of establishing and maintaining international operations. To date, the
Company has limited experience in marketing and distributing its products
internationally. In addition to the uncertainty as to the Company's ability to
establish an international presence, there are certain difficulties and risks
inherent in doing business on an international level, such as compliance with
regulatory requirements and changes in these requirements, export restrictions,
export controls relating to technology, tariffs and other trade barriers,
protection of intellectual property rights, difficulties in staffing and
managing international operations, longer payment cycles, problems in collecting
accounts receivable, political instability, fluctuations in currency exchange
rates and potentially adverse tax consequences. There can be no assurance that
one or more of such factors will not have a material adverse effect on any
international operations established by the Company and, consequently, on the
Company's business, operating results and financial condition.
Future Capital Needs; Uncertainty of Additional Financing -- The Company
currently anticipates that its cash, cash equivalents and short-term investment
balances, together with cash flows generated from advertising revenues, will be
sufficient to meet its anticipated needs for working capital, capital
expenditures and business expansion for at least the next 12 months. Thereafter,
the Company may need to raise additional funds. The Company may need to raise
additional funds sooner in order to fund more rapid expansion to develop new or
enhanced 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 may not be
able to fund its expansion, take advantage of unanticipated acquisition
opportunities, develop or enhance services or products or respond to competitive
pressures. Such inability could have material adverse effect on the Company's
business, results of operations and financial condition.
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PART II: OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit
10.1+** Premier Provider Services Agreement between Registrant
and Netscape Communications Corporation dated March 17,
1997.
10.2+ Office lease dated March 4, 1997 between Registrant and
Linnar Realty Corp. #8.
10.3+ Amendment No. 2 to Infoseek/NYNEX agreement between the
Registrant and NYNEX Information Technologies Company,
dated February 19, 1997.
10.4 Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated March 31, 1997
11.1 Statement re: Computation of Net Loss Per Share.
27.1 Financial Data Schedule.
+ Incorporated by reference to the Company's Annual
Report on form 10-K for the fiscal year ended December
31, 1996.
** Confidential treatment requested for certain portion of
this exhibit.
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 1997.
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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, Chief
Operating Officer, Chief Financial
Officer, Assistant Secretary and
Director
Dated:
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
10.4 Loan and Security Agreement between the Registrant and
Silicon Valley Bank dated March 31, 1997
11.1 Statement of Computation of Net Loss Per Share.
27.1 Financial Data Schedule.