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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 June 30, 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)
1399 MOFFET PARK DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
408-543-6000
(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 X No
--- ---
As of July 31, 1997, there were 26,806,208 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 June 30, 1997
and December 31, 1996.................................. 3
Condensed Statements of Operations for the Three and Six
Months Ended June 30, 1997 and 1996.................... 4
Condensed Statements of Cash Flows for the Six
Months Ended June 30, 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 4: Submission of Matters to a Vote of Security Holders.......... 19
ITEM 6: Exhibits and Reports on Form 8-K............................. 20
Signatures .............................................................. 21
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFOSEEK CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30,
1997 DECEMBER 31,
ASSETS (UNAUDITED) 1996
----------- ------------
Current assets:
Cash and cash equivalents $ 4,011 $ 3,786
Short-term investments 31,410 42,867
Accounts receivable, net 3,908 2,428
Other current assets 317 371
--------- -----------
Total current assets 39,646 49,452
Property and equipment, net 12,510 7,587
Investments, deposits and other assets 1,748 1,293
--------- ---------
Total assets $ 53,904 $ 58,332
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,324 $ 3,269
Accrued payroll and related expenses 1,240 1,362
Accrued royalties 766 311
Other accrued liabilities 957 759
Deferred revenue 1,909 760
Accrued restructuring and other charges 5,628 ---
Short-term obligations 1,427 994
--------- ---------
Total current liabilities 15,251 7,455
Long-term obligations 4,886 1,892
Shareholders' equity:
Common stock 72,071 73,754
Accumulated deficit (36,811) (20,771)
Deferred compensation (1,167) (3,546)
Notes receivable from shareholders (326) (452)
--------- ---------
Total shareholders' equity 33,767 48,985
--------- ---------
Total liabilities and shareholders' equity $ 53,904 $ 58,332
========= =========
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ---------------------------
1997 1996 1997 1996
---- ---- ---- ----
Total revenues $ 7,684 $ 3,286 $ 13,835 $ 5,018
Cost of revenues 1,490 729 2,774 1,384
---------- ---------- ---------- ---------
Gross profit 6,194 2,557 11,061 3,634
Operating expenses:
Research and development 2,203 950 3,795 1,579
Sales and marketing 7,294 5,566 13,747 8,784
General and administrative 1,665 919 2,998 1,659
Restructuring and other
charges 7,349 --- 7,349 ---
------- ---------- ---------- ---------
Total operating expenses 18,511 7,435 27,889 12,022
--------- ---------- ---------- ---------
Operating loss (12,317) (4,878) (16,828) (8,388)
Interest income, net 383 155 788 98
--------- ---------- ---------- ---------
Net loss $ (11,934) $ (4,723) $ (16,040) $ (8,290)
========== ========== ========== =========
Net loss per share (Pro forma $ (0.45) $ (0.52) $ (0.61) $ (0.47)
in 1996)
Shares used in computing net
loss per share (Pro forma in
1996) 26,424 9,165 26,264 17,540
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-------------------------
1997 1996
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(16,040) $ (8,290)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 2,314 785
Amortization of unearned compensation related to
stock options 337 729
Changes in assets and liabilities:
Accounts receivable (1,480) (803)
Other current assets 54 (775)
Accounts payable 55 1,487
Accrued payroll and related expenses (122) 377
Accrued royalties 455 --
Other accrued liabilities 198 951
Accrued restructuring and other charges 5,628 --
Deferred revenue 1,149 --
--------- --------
Net cash used in operating activities (7,452) (5,539)
INVESTING ACTIVITIES
Purchase of short-term investments (19,939) (67,730)
Proceeds from sales and maturities of available-
for-sale investments 31,396 12,496
Increase in investments, deposits and other assets (455) --
Purchases of property and equipment (7,237) (3,070)
--------- --------
Net cash provided by (used) in investing activities 3,765 (58,304)
FINANCING ACTIVITIES
Proceeds from term loan 4,000 2,572
Repayments of term loan (573) (127)
Payments of deposit on term loan --- (675)
Repayment of shareholder note receivable 126 ---
Proceeds from sale of common stock, net 359 61,505
--------- --------
Net cash provided by financing activities 3,912 63,275
--------- --------
Net increase in cash and cash equivalents 225 (568)
Cash and cash equivalents at beginning of period 3,786 1,128
--------- --------
Cash and cash equivalents at end of period $ 4,011 $ 560
========= ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unearned compensation related to stock options amounted to $3,102,000 for
the six months ended June 30, 1996. There was no unearned compensation for the
six months ended June 30, 1997. Cash paid for interest expense amounted to
$252,000 and $196,000 for the six months ended June 30, 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, has
been prepared by the Company in accordance with generally accepted accounting
principles and reflects 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. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenue and expenses during the
reporting period. Actual results will differ from those estimates, and such
differences may be material to the financial statements. These financial
statements should be read in conjunction with the Company's audited financial
statements included in the Company's Annual Report and form 10K filed March 31,
1997. The results of operations for the three and six months ended June 30, 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 June 30, 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 six months ended June 30, 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 second quarter and six months ended June 30, 1997 and June 30, 1996 there is
no change in the reported amounts for the primary earnings per share in the
respective periods. The impact of SFAS 128 on the calculation of fully diluted
earnings per share for these quarters is not expected to be material.
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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 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 the thirteenth month of the
facility. As of June 30, 1997 there was approximately $4,000,000 outstanding on
the facility.
4. 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 four 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. During the three and six months ended June 30,
1997, the Company recognized payments of $1,666,000 and $2,916,000 as a
component of sales and marketing expense.
5. RESTRUCTURING AND OTHER CHARGES
During the second quarter of 1997, the Company recorded restructuring
and other charges of approximately $7,400,000, of which approximately $6,200,000
related to a program to discontinue certain business arrangements, which were
determined to be no-strategic, and approximately $1,200,000 related to
management changes. Of these restructuring charges, approximately $5,000,000
involves cash outflows of which $4,900,000 are future cash outflows as of June
30, 1997. These cash outflows are expected to be funded by existing cash and
investments as well as cash from operations. Non cash restructuring charges of
approximately $2,400,000 relate primarily to the write-down of certain
non-strategic business assets. As of June 30, 1997, the Company has
approximately $5,628,000 remaining in its restructuring reserve, which is
expected to be fully utilized by March 31, 1998.
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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 June 30, 1997 and 1996, total
revenues were $7,684,000 and $3,286,000, respectively. For the six months ended
June 30, 1997 and 1996, total revenues were $13,835,000 and $5,018,000,
respectively.
During the second quarter and through the first six months 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 June 30, 1997 and
1996 were $7,039,000 and $3,057,000, respectively, representing 92% and 93% of
total revenues, respectively. For the six months ended June 30, 1997 and 1996,
advertising revenues were $12,972,000 and $4,713,000, respectively, representing
94% of total revenue for 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. To
the extent the minimum guaranteed impressions are not met, the Company defers
recognition of the revenue until guaranteed impression levels are met.
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 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 $705,000 and $320,000 in
connection with this amended agreement for the three months ended June 30, 1997
and 1996, respectively, and revenue of $1,411,000 and $320,000 for the six
months ended June 30, 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
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marketing of the Infoseek brand, and the Company expects to continue to engage
in these transactions in the future.
In 1997, the balance of total revenues during these periods was derived from the
licensing of Ultraseek technology to businesses for internal use. This licensing
revenue represented approximately 6% and 5% of total revenue for the quarter and
six month period ended June 30, 1997, respectively. In 1996, the balance of the
total revenue was derived from subscription fees for a premium service offered
to business and professional users.
The Company's current business model to generate revenues through the sale of
advertising on the Internet may prove to be commercially 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 June 30, 1997 and 1996, cost of
revenues were $1,490,000 and $729,000, respectively. For the six months ended
June 30, 1997 and 1996, cost of revenues were $2,774,000 and $1,384,000,
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 dollar amount in
the quarter and six months ended June 30, 1997 over the comparable periods 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 that 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, and as it adds content
partners.
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 has 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 June 30, 1997 and 1996, the Company amortized $61,000 and
$342,000, respectively, related to stock options. For the six months ended June
30, 1997 and 1996, the Company amortized $337,000 and $729,000, respectively. As
a result of employee terminations, the Company reversed approximately $1,800,000
of deferred compensation during the second quarter of 1997.
Research and Development--For the quarter ended June 30, 1997 and 1996, research
and development expenses were $2,203,000 and $950,000, respectively. For the six
months ended June 30, 1997 and 1996, research and development expenses were
$3,795,000 and $1,579,000 respectively. Research and development expenses
consist principally of engineering personnel costs, consulting fees 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
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Ultramatch technology, which was commercially released during the second quarter
of 1997. The Company believes that a significant level of product development
expenses is required to continue to remain competitive in its industry.
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.
Sales and Marketing--For the quarter ended June 30, 1997 and 1996, sales and
marketing expenses were $7,294,000 and $5,566,000, respectively. For the six
months ended June 30, 1997 and 1996, sales and marketing expenses were
$13,747,000 and $8,784,000, respectively. Sales and marketing expenses consist
primarily of the compensation of sales and marketing personnel and, advertising
and promotional expenses.
Sales and marketing expenses for the quarter ended June 30, 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 June 30,
1997 and 1996, the Company recognized payments of $1,666,000 and $1,250,000,
respectively, to Netscape as expense. For the six months ended June 30, 1997 and
1996, the Company recognized payments of $2,916,000 and $1,250,000,
respectively, to Netscape as expense.
In addition, the increase in sales and marketing expenses for the quarter and
six months ended June 30, 1997 over the comparable periods in 1996 was also the
result of hiring additional sales and marketing personnel. 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 June 30, 1997 and 1996,
general and administrative expenses were $1,665,000 and $919,000, respectively.
For the six months ended June 30, 1997 and 1996, general and administrative
expenses were $2,998,000 and $1,659,000, 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 and six
months ended June 30, 1997 over the comparable periods in 1996 was the result of
hiring additional administrative and executive staff and adding infrastructure
to manage the expansion of the business. General and administrative expenses
also increased in the quarter ended June 30, 1997 as a result of relocating its
corporate headquarters to larger facilities.
Restructuring and Other Charges--During the second quarter of 1997, the Company
recorded restructuring and other charges of approximately $7,400,000, of which
approximately $6,200,000 related to a program to discontinue certain business
arrangements, which were determined to be non-strategic, and approximately
$1,200,000 related to management changes. Of these restructuring charges,
approximately $5,000,000 involve cash outflows of which $4,900,000 are future
cash outflows as of June 30, 1997. These cash outflows are expected to be funded
by existing cash and investments as well as cash from operations. Non cash
restructuring charges of approximately $2,400,000 relate primarily to the
write-down of certain non-strategic business
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assets. As of June 30, 1997, the Company has approximately $5,628,000 remaining
in its restructuring reserve, which is expected to be fully utilized by March
31, 1998.
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 $20,000,000
and $7,000,000, respectively. The Company also has federal and state research
and experimentation credits of approximately $100,000 and $100,000,
respectively. These operating losses and credit carryforwards will expire in the
years 2002 through 2010, if not utilized. 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.
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 the Company's common
stock.
For the first six months of 1997 and 1996, operating activities used cash of
$7,452,000 and $5,539,000, respectively. The net cash used during these periods
was primarily due to net losses and increases in accounts receivable, partially
offset by increases in depreciation and amortization and in 1997, accrued
restructuring and other charges as well as deferred revenue. For the six month
period ended June 30, 1997, investing activities provided net cash of $3,765,000
primarily associated with the sale of short-term investments partially offset by
purchases of short-term investments as well as purchases of property and
equipment.
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.
For the six month ended June 30, 1996, investing activities used net cash of
$58,304,000, primarily associated with purchases of short-term investments and
purchase of property and equipment partially offset by proceeds of from the sale
of short-term investments. Financing activities generated cash of $3,912,000 and
$63,275,000 in the first six months of 1997 and 1996, respectively, primarily
from equipment loans and the preferred stock sales and initial public offering
on June 11, 1996.
The Company had $35,421,000 in cash, cash equivalents and short-term investments
at June 30, 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, including
future cash out flows of $4,900,000 associated with the restructuring
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charge, through 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.
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 operations and
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 June 30, 1997, the Company had an accumulated deficit of $36,811,000. 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.
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,
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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.
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. 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 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
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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 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 four 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
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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, 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,
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. The Company's Ultraseek technology,
although commercially released in the second quarter of 1997, has generated
limited revenues for 1997 and, and there is no assurance that full market
acceptance will be achieved so that the limited level of revenues generated from
licensing the technology in the first half of 1997 will continue through the
second half of 1997. 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, including
Ultramatch, 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
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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 hardware or software could be
exceeded and service interruptions or failures could occur. 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. 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
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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 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.
Dependence on Key Personnel-- The Company has recently experience a significant
number of changes on the executive management team. Among those who have
recently resigned include: Robert E. L. Johnson III, the Company's President and
Chief Executive Officer; Karl A. Spangenberg, Vice President, World Wide
Advertising; James N. Desrosier, Vice President, Chief Marketing Officer and;
Leonard J. LeBlanc, Executive Vice President, Chief Operating Officer, Chief
Financial Officer, Assistant Secretary and Director. Among those who have
recently joined the executive management team include: Harry M. Motro, President
and Chief Executive Officer; Beth Haggerty, Vice President of Worldwide Sales
and Marketing and; Les Wright, Chief Financial Officer. The Company's future
performance depends in significant part upon the contributions of its senior
management personnel. Although the Company provides incentives such as salary,
benefits and option grants (which are typically subject to vesting over four
years) to
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attract and retain qualified employees, the loss of services of any of
the Company's officers or other key employees could have a material adverse
effect on the Company's business, operating results and financial condition.
There can be no assurance that the new members of the Company's management team
will work effectively together or that the Company will be able to retain
qualified personnel.
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PART II: OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
a) The Annual Meeting of Stockholders of the Company was held on
July 8, 1997.
b) The following directors were elected at the meeting:
Steven T. Kirsch
Harry M. Motro
Matthew J. Stover
John E. Zeisler
L. William Krause
c) The shareholders approved an amendment to the 1996 stock
option/stock issuance plan to (i) increase the number of shares
available for grant thereunder by 1,600,000 shares and (ii)
increase the maximum number of shares that may be granted to any
employee during the year to 1,000,000.
d) The shareholders also ratified the appointment of Ernst & Young,
L.L.P. as the independent accountants for the company for the
year ended December 31, 1997.
e) The results of the vote on the matters voted upon at the meeting
are:
(i) Election of Directors For Withheld
--------------------- ---------- --------
Steven T. Kirsch 13,251,894 160,777
Harry M. Motro 13,251,894 160,777
Matthew J. Stover 13,251,894 160,777
John E. Zeisler 13,155,680 256,991
L. William Krause 13,251,894 160,777
(ii) Approval to the amendments to the Company's 1996 stock
option/stock issuance plan.
For Against Abstained No Vote
---------- ------- --------- -------
13,232,144 165,930 14,597 0
(iii) Ratification of Ernst & Young, L.L.P. as independent
auditors for the Company for fiscal year 1997:
For Against Abstained No Vote
---------- ------- --------- -------
13,406,394 5,065 1,212 0
The foregoing matters are described in more detail in the Company's
definitive proxy statement dated June 24, 1997.
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ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit
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 exhibits of Form 10Q filed May 13,
1997.
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 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/ Harry Motro
------------------------------------
Harry Motro
President and Chief Executive Officer
Dated:
By: /s/ Thomas Browne
-------------------------------------
Thomas Browne
Vice President Administration, Acting CFO
(Principal Financial and Accounting Officer)
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 re: Computation of Net Loss Per Share.
27.1 Financial Data Schedule.
+ Incorporated by reference to the exhibits of Form 10Q filed May 13,
1997.
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