SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1996
/ / 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 0-28018
YAHOO! INC.
(Exact name of Registrant as specified in its charter)
California 77-0398689
-------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3400 Central Expressway
Suite 201, Santa Clara, California 95051
----------------------------------------
(Address of principal executive offices)
(408) 731-3300
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days:
YES /X/ NO / /
There were 26,519,181 shares of the issuer's Common Stock outstanding as of
November 5, 1996.
Page 1 of 16 Total Pages
Exhibit Index at Page 16
The undersigned Registrant hereby amends the following exhibit to the
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1996, as set forth below:
At the Commission's request, the Registrant is refiling Exhibit 10.2 in
accordance with the Commission's granting of an order for confidential
treatment of certain portions of Exhibit 10.2.
YAHOO! INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations
Three months ended September 30, 1996 and 1995;
Nine months ended September 30, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
YAHOO! INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1996 1995
--------------- -------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $27,708,000 $5,297,000
Short-term investments 58,747,000 -
Accounts receivable, net 3,101,000 815,000
Prepaid expenses 651,000 -
--------------- -------------
Total current assets 90,207,000 6,112,000
Long-term investments 14,330,000 -
Property and equipment, net 1,621,000 186,000
Investment in unconsolidated joint venture 729,000 -
--------------- -------------
$106,887,000 $6,298,000
--------------- -------------
--------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,211,000 $ 20,000
Accrued expenses and other current liabilities 3,044,000 491,000
Deferred revenue 279,000 174,000
Due to related party 163,000 35,000
Current portion of lease obligations - 31,000
--------------- -------------
Total current liabilities 4,697,000 751,000
Lease obligations - 97,000
Minority interests in consolidated subsidiaries 284,000 -
Shareholders' equity:
Series A Convertible Preferred Stock - 5,000
Series B Convertible Preferred Stock - 3,000
Common Stock 99,000 -
Additional paid-in capital 104,871,000 6,076,000
Accumulated deficit (3,064,000) (634,000)
--------------- -------------
Total shareholders' equity 101,906,000 5,450,000
--------------- -------------
$106,887,000 $6,298,000
--------------- -------------
--------------- -------------
The accompanying notes are an integral part of these financial statements.
3
YAHOO! INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
------------------------------- --------------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995 (a)
------------- ------------ -------------- ------------
Net revenues $5,515,000 $288,000 $10,522,000 $288,000
Cost of revenues 1,038,000 45,000 1,725,000 71,000
------------- ------------ -------------- ------------
Gross profit 4,477,000 243,000 8,797,000 217,000
Operating expenses:
Sales and marketing 4,015,000 275,000 8,165,000 335,000
Product development 1,362,000 66,000 2,729,000 84,000
General and administrative 1,673,000 277,000 2,922,000 539,000
------------- ------------ -------------- ------------
Total operating expenses 7,050,000 618,000 13,816,000 958,000
------------- ------------ -------------- ------------
Loss from operations (2,573,000) (375,000) (5,019,000) (741,000)
Investment income, net 1,262,000 4,000 2,423,000 15,000
Minority interests in losses from operations
of consolidated subsidiaries 166,000 - 166,000 -
------------- ------------ -------------- ------------
Net loss ($1,145,000) ($371,000) ($2,430,000) ($726,000)
------------- ------------ -------------- ------------
------------- ------------ -------------- ------------
Net loss per share ($0.04) ($0.02) ($0.10) ($0.03)
------------- ------------ -------------- ------------
------------- ------------ -------------- ------------
Shares used in computing net loss per share 26,504,000 22,541,000 24,093,000 22,541,000
(a) Includes the Company's results from March 5, 1995 (inception) through
September 30, 1995.
The accompanying notes are an integral part of these financial statements.
4
YAHOO! INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
-------------------------------
September 30, September 30,
1996 1995 (a)
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($2,430,000) ($726,000)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and other noncash charges 441,000 96,000
Minority interests in losses from operations
of consolidated subsidiaries (166,000) -
Changes in assets and liabilities:
Accounts receivable, net (2,286,000) (117,000)
Prepaid expenses (651,000) -
Accounts payable and accrued liabilities 3,872,000 96,000
Deferred revenue 105,000 35,000
-------------- -------------
Net cash used in operating activities (1,115,000) (616,000)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment, net (1,759,000) (115,000)
Purchase of investments, net (73,077,000) -
Investment in unconsolidated joint venture (729,000) -
-------------- -------------
Net cash used by investing activities (75,565,000) (115,000)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock, net 98,769,000 1,003,000
Proceeds from minority investors 450,000 -
Repayment of lease obligations (128,000) -
-------------- -------------
Net cash provided by financing activities 99,091,000 1,003,000
-------------- -------------
Net change in cash and cash equivalents 22,411,000 272,000
Cash and cash equivalents at beginning of period 5,297,000 -
-------------- -------------
Cash and cash equivalents at end of period $27,708,000 $272,000
-------------- -------------
-------------- -------------
(a) Includes the Company's results from March 5, 1995 (inception) through
September 30, 1995.
The accompanying notes are an integral part of these financial statements.
5
YAHOO! INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION:
Yahoo! Inc. (the "Company") develops and maintains YAHOO!, a branded
Internet navigational service that is among the most widely used guides for
information and discovery on the World Wide Web. The Company was incorporated
in California on March 5, 1995 and commenced operations on that date.
The consolidated financial statements include the accounts of Yahoo! Inc.
and its majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Investments in entities owned 20% or more
but less than majority owned and not otherwise controlled by the Company are
accounted for under the equity method.
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the periods shown. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period.
These financial statements should be read in conjunction with the financial
statements and related notes included in the Company's Registration Statement on
Form SB-2 (No. 333-2142-LA), including the related Prospectus dated April 12,
1996 (the "Registration Statement"). Certain prior period balances have been
reclassified to conform with current period presentation.
NOTE 2 - INVESTMENTS:
The Company invests certain of its excess cash in debt instruments of the
U.S. Government, its agencies, and of high quality corporate issuers. All
highly liquid instruments with an original maturity of three months or less are
considered cash equivalents; those with original maturities greater than three
months are considered short-term investments and those with maturities greater
than twelve months from the balance sheet date are considered long-term
investments. The Company has adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" (FAS 115) and, accordingly, classifies investment securities as
held-to-maturity, trading, or available-for-sale.
6
YAHOO! INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
At September 30, 1996, short-term and long-term investments consisted
primarily of corporate debt securities and debt instruments of the U.S.
Government and U.S. Government agencies and were classified as
available-for-sale. At December 31, 1995, the Company did not hold any
short-term or long-term investments. Unrealized holding gains at September 30,
1996 were not significant.
On April 1, 1996, the Company signed a joint venture agreement with
SOFTBANK Corporation, a 36% owner of the Company, whereby Yahoo! Japan
Corporation was formed to establish and manage in Japan a Japanese version of
the YAHOO! Internet Guide, develop related Japanese on-line navigational
services, and conduct other related business. The Company's share of the joint
venture is 40% and is being accounted for using the equity method.
NOTE 3 - MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES:
On August 26, 1996, the Company entered into agreements with Visa
International Service Association and another party to establish a new company,
Yahoo! Marketplace, to develop and operate a navigational service focused on
information and resources for the purchase of consumer products and services
over the Internet. The Company currently owns approximately 53% of the equity
interest in Yahoo! Marketplace (after giving effect to anticipated issuances of
equity to management employees), and therefore, has consolidated the results of
operations, balance sheet, and statement of cash flows. A portion of the
minority interest on the balance sheet represents Visa's interest in the net
assets of Yahoo! Marketplace.
NOTE 4 - SHAREHOLDERS' EQUITY:
On April 12, 1996, the Company completed its initial public offering
of 2,990,000 shares of its Common Stock. Net proceeds to the Company aggregated
approximately $35,000,000. As of the closing date of the offering, all of the
Convertible Preferred Stock and Mandatorily Redeemable Convertible Preferred
Stock outstanding was converted into an aggregate of 12,850,072 shares of Common
Stock.
7
YAHOO! INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 - PER SHARE AMOUNTS:
Net loss per share is computed using the weighted average number of common
shares outstanding during the period. Pursuant to the Securities and Exchange
Commission Staff Accounting Bulletins and Staff Policy, such computations for
periods ending prior to the Company's initial public offering include all common
and common equivalent shares issued during the twelve months prior to the
Initial Public Offering using the treasury stock method. Common equivalent
shares consist of the incremental common shares issuable upon conversion of the
convertible preferred stock (using the if-converted method) and shares issuable
upon the exercise of stock options (using the treasury stock method).
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE DISCUSSION IN THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE
TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, AND
THE RISKS DISCUSSED UNDER THE CAPTION, "RISK FACTORS" IN THE REGISTRATION
STATEMENT (A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY).
OVERVIEW
Yahoo! offers a branded Internet navigational service that is among the
most widely used guides to information and discovery on the World Wide Web (the
"Web"). From March 5, 1995 (Inception) to September 30, 1996, the Company's
operating activities related primarily to recruiting personnel, raising capital,
purchasing operating assets, performing product development and investing in
sales and marketing programs. The Company commenced selling advertisements on
its Web pages and recognized its initial revenues in August 1995.
The Company derives substantially all of its revenues from the sale of
advertisements. Advertising revenues are recognized in the period in which the
advertisement is displayed, provided that no significant Company obligations
remain and collection of the resulting receivable is probable. Company
obligations typically include guarantees of minimum number of "impressions," or
times that any advertisement appears in page views downloaded by users of
YAHOO!. To the extent minimum guaranteed impressions are not met, the Company
defers recognition of the corresponding revenues until guaranteed impression
levels are achieved. Deferred revenue is comprised of billings in excess of
recognized revenue relating to advertising contracts. The Company's revenues
are derived principally from the sale of advertisements on short-term contracts.
The Company's standard rates for advertising currently range from $0.02 to $0.06
per impression. To date, the duration of the Company's advertising commitments
has ranged from one week to one year.
The Company has an extremely limited operating history, and its prospects
are subject to the risks, expenses, and difficulties frequently encountered by
companies in the new and rapidly evolving markets for Internet products and
services. To address these risks, the Company must, among other things,
continue to respond to competitive developments, attract, retain, and motivate
qualified personnel, implement and successfully execute its advertising sales
strategy, develop and market additional media properties, upgrade its
technologies, and commercialize products and services incorporating such
technologies. There can be no assurance that the Company will be successful in
addressing such risks. As of September 30, 1996, the Company had an accumulated
deficit of $3,064,000. Although the Company has experienced revenue growth in
recent periods, there can be no assurance that revenues of the Company will
continue to increase or continue at their current level. The extremely limited
operating history of the Company makes the prediction of future results of
operations difficult or impossible and, therefore, the recent revenue growth
experienced by the Company should
9
not be taken as indicative of the rate of revenue growth, if any, that can be
expected in the future. The Company believes that period to period comparisons
of its operating results are not meaningful and the results for any period
should not be relied upon as an indication of future performance. The Company
currently expects to significantly increase its operating expenses to expand its
sales and marketing operations, to fund greater levels of product development,
and to develop and commercialize additional media properties. In addition, in
March 1996, the Company entered into an agreement with Netscape Communications
Corporation (Netscape) whereby it has been designated as one of five "Premier
Providers." Under the terms of this agreement, the Company is required to make
payments totaling $5 million over the course of the one year term of this
agreement, which commenced in mid-April 1996. In the future, other leading
Web sites, browser providers, and other distribution channels may also
require payments or other consideration in return for listing YAHOO! or other
online properties of the Company. As a result of these factors, the Company
expects to continue to incur significant losses on a quarterly and annual
basis for the foreseeable future.
As a result of the Company's extremely limited operating history, the
Company does not have historical financial data for any significant period of
time on which to base planned operating expenses. The Company's expense levels
are based in part on its expectations concerning future revenue and to a large
extent are fixed. Quarterly revenues and operating results depend substantially
upon the advertising revenues received within the quarter, which are difficult
to forecast accurately. Accordingly, the cancellation or deferral of a small
number of advertising contracts could have a material adverse effect on the
Company's business, results of operations, or financial condition. The Company
may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall, and any significant shortfall in revenue in
relation to the Company's expectations would have an immediate adverse effect on
the Company's business, results of operations, and financial condition. In
addition, the Company plans to significantly increase its operating expenses to
expand its sales and marketing operations, to fund greater levels of product
development, and to develop and commercialize additional media properties. To
the extent that such expenses precede or are not subsequently followed by
increased revenues, the Company's business, results of operations, and financial
condition will be materially and adversely affected.
The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control. These factors include the level of usage of the Internet, demand for
Internet advertising, seasonal trends in both Internet usage and advertising
placements, the advertising budgeting cycles of individual advertisers, the
amount and timing of capital expenditures and other costs relating to the
expansion of the Company's operations, the introduction of new products or
services by the Company or its competitors, pricing changes in the industry,
technical difficulties with respect to the use of YAHOO! or other media
properties developed by the Company, general economic conditions, and economic
conditions specific to the Internet and online media. As a strategic response
to changes in the competitive environment, the Company may from time to time
make certain pricing, service, or marketing decisions or acquisitions that could
have a material adverse effect on the Company's business, results of operations,
and financial condition. The Company
10
also expects that, in the future, it will experience seasonality in its business
with advertising impressions (and therefore revenues) being lower during the
summer and year-end vacation and holiday periods, when usage of the Web and the
Company's services decline. Additionally, seasonality may also affect the
amount of customer advertising dollars placed with the Company in the first
quarter of a calendar year. Due to all of the foregoing factors, in some future
quarter the Company's operating results may fall below the expectations of
securities analysts and investors. In such event, the trading price of the
Company's Common Stock would likely be materially and adversely affected.
Because the Company was engaged primarily in product development during the
quarter ended September 30, 1995 and the period from inception (March 5, 1995)
to September 30, 1995, and only recognized an insignificant amount of revenues
during these periods, and because of the significant growth in operating
expenses from such periods in 1995 as compared to the same periods of 1996, the
Company believes that a comparison of operating results for the three months
ended September 30, 1995 and the period from inception (March 5, 1995) to
September 30, 1995 versus the three months ended September 30, 1996 and the nine
months ended September 30, 1996, respectively, is not meaningful.
RESULTS OF OPERATIONS
NET REVENUES
Net revenues were $5,515,000 for the quarter ended September 30, 1996. The
revenue increase of 68% from the second quarter ended June 30, 1996 was due
primarily to an increase in the number of advertisers, from 230 in the quarter
ended June 30, 1996 to 340 in the quarter ended September 30, 1996. Many of the
Company's customers purchase advertisements on a short-term basis. There can be
no assurance that customers will continue to purchase advertising on the
Company's Web pages. During the quarter ended June 30, 1996, SOFTBANK Group, a
36% owner of the Company, indicated its intention to purchase directly or
through SOFTBANK affiliates (including companies in which SOFTBANK has invested)
$2,000,000 of advertising during the period ending December 31, 1996. These
purchases commenced in the quarter ended September 30, 1996, and during this
period, SOFTBANK and its affiliates purchased $800,000 of advertisements in
connection with this arrangement at rates which are comparable with other large
customers.
COST OF REVENUES
Cost of revenues consists of the expenses associated with the production
and usage of the Company's online navigational guides. These costs primarily
consist of fees paid to third parties for content included in the guides,
Internet connection charges, equipment depreciation, and compensation. Cost of
revenues were $1,038,000 for the quarter ended September 30, 1996; or 19% of net
revenues. The Company's $518,000 increase in cost of revenues from the quarter
ended June 30, 1996, was primarily attributable to increases in the quantity and
quality of content available on the Company's
11
online navigational guide YAHOO! and other Internet navigational services, and
increased usage of YAHOO! branded properties and the Company's other Internet
navigational services. As measured in page views (defined as electronic page
displays), the Company delivered an average of over 14 million page views per
day in September 1996, compared with an average of approximately 9 million page
views per day in June of 1996. The Company anticipates that its content and
Internet connection expenses as a percentage of revenue will continue to
increase for the foreseeable future, which may result in lower gross margins as
a percentage of revenue.
OPERATING EXPENSES
The Company's operating expenses have increased significantly since the
Company's inception. This trend reflects the costs associated with the
formation of the Company, the development of infrastructure, and increased
efforts to commercialize the Company's products and services. The Company
believes that continued expansion of its operations is essential to enhance and
extend the YAHOO! main site, establish branded properties in targeted markets,
and expand the Company's user and advertising base. As a consequence, the
Company intends to continue to increase expenditures in all operating areas.
SALES AND MARKETING
Sales and marketing expenses consist primarily of Netscape Preferred
Provider costs, advertising commissions, third party sales commissions,
compensation, television advertising, public relations, travel, and costs of
promotional materials. Sales and marketing expenses were $4,015,000 for the
quarter ended September 30, 1996, or 73% of net revenue. The 22% increase in
sales and marketing expenses from the quarter ended June 30, 1996 was primarily
attributable to a full quarter of Netscape Preferred Provider costs, increased
expenses associated with television ad campaigns, expanding the Company's
advertising sales and product management staffs, and increased commissions as a
result of the increase in advertising revenues in this period. The Company
anticipates that sales and marketing expenses will increase in future periods as
it continues to pursue an aggressive brand building strategy and builds a direct
sales organization.
PRODUCT DEVELOPMENT
Product development expenses consist primarily of employee compensation to
support new product development. Product development expenses were $1,362,000
for the quarter ended September 30, 1996, or 25% of net revenue. The $325,000
increase in product development expenses from the quarter ended June 30, 1996
was primarily attributable to increased staffing and associated costs relating
to enhancing the features and functionality of YAHOO! and other online media
properties. To date, all product development costs have been expensed as
incurred. The Company believes that significant investments in product
development are required to remain competitive. As a consequence, the Company
intends to incur increased product development expenditures in future periods.
12
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist primarily of compensation and
fees for professional services. General and administrative expenses were
$1,673,000 for the quarter ended September 30, 1996, or 30% of net revenues.
The $911,000 increase in general and administrative expenses from the quarter
ended June 30, 1996 was primarily attributable to increased staffing, fees for
professional services, and costs associated with registering the Company's
trademarks in various countries. The Company believes that the absolute dollar
level of general and administrative expenses will increase in future periods.
INVESTMENT INCOME, NET
Investment income, net of investment expense, was $1,262,000 for the
quarter ended September 30, 1996. The $293,000 increase in interest income, net
of interest expense, from the quarter ended June 30, 1996 was primarily
attributable to a higher average investment balance from public offering
proceeds received in early April 1996.
INCOME TAXES
No provision for federal and state income taxes has been recorded at
September 30, 1996, as the Company expects to incur net losses for the
foreseeable future. Under the Tax Reform Act of 1986, the amounts of and the
benefits from net operating losses may be impaired in certain circumstances.
Events which may cause such limitations in the amount of net operating losses
that the Company may utilize in any one year include, but are not limited to, a
cumulative ownership change of more than 50% over a three year period. At
September 30, 1996, the effect of such limitation, if imposed, is not expected
to be material. The Company has provided a full valuation allowance on deferred
tax assets because of the uncertainty regarding realizability.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had cash, cash equivalents, and
investments totaling $100,785,000 comprised of $27,708,000 in cash and cash
equivalents, $58,747,000 in short-term investments and $14,330,000 in long-term
investments. The Company has primarily financed its operations through the sale
of equity securities.
The Company currently has no material commitments other than those under
operating leases. The Company has experienced a substantial increase in its
capital expenditures and operating lease arrangements in 1996 consistent with
increased staffing and anticipates that this will continue in the future. The
Company has payments remaining to Netscape through April 10, 1997 of $2,625,000.
The Company believes that current cash balances and short-term investments will
be sufficient to fund its working capital and capital expenditures requirements
for at least the next twelve months. Thereafter, the Company may sell
additional equity or debt securities or obtain credit facilities. The sale of
additional equity or convertible debt securities will result in additional
dilution to the Company's shareholders.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company has been, and expects to continue to be,
subject to legal proceedings and claims in the ordinary course of its business,
including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties by the Company and its licensees.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources. Although the Company cannot
predict the outcome of any proceeding, the Company is not currently aware of any
legal proceedings or claims that the Company believes will have, individually or
in the aggregate, a material adverse effect on the Company's financial position
or results of operations.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. The exhibits listed in the accompanying Index to Exhibits are filed as
part of this Report on Form 10-Q.
b. No reports on Form 8-K were filed by the Company during the period
covered by this Report on Form 10-Q.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YAHOO! INC.
Dated: November 14, 1996 By: /s/ Gary Valenzuela
-------------------------------
Senior Vice President, Finance
and Administration, and Chief
Financial Officer
(Principal Financial Officer)
Dated: November 14, 1996 By: /s/ James J. Nelson
-------------------------------
Corporate Controller
(Principal Accounting Officer)
15
YAHOO! INC.
INDEX TO EXHIBITS
Exhibit
Title No.
- ----- ---
Yahoo! Marketplace Limited Liability .......................................10.1
Company Agreement dated August 26,
1996 by and between Yahoo! Inc.,
Visa Marketplace Inc., and Sterling
Payot Capital, L.P.
Yahoo! Marketplace Operating ...............................................10.2
Agreement dated August 26, 1996
by and between Yahoo! Marketplace,
Yahoo! Inc., and Visa International
Service Association
Computation of Net Loss Per Share ............................................11
Financial Data Schedule ......................................................27
16