<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q/A
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
</TABLE>
COMMISSION FILE NUMBER 000-26521
------------------------
ASK JEEVES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3334199
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
5858 HORTON ST., SUITE 350, EMERYVILLE, CA 94608
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(510) 985-7400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
/X/ Yes / / No
The number of shares outstanding of the registrant's Common Stock as of July
31, 2000 was 35,675,514.
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<PAGE>
ASK JEEVES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999..................................... 3
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 2000 and 1999......... 4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 and 1999....................... 5
Notes to Unaudited Condensed Consolidated Financial
Statements................................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 10
Item 3. Quantitative and Qualitative Disclosure About Market Risk... 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 29
Item 2. Change in Securities........................................ 29
Item 3. Defaults Upon Senior Securities............................. 29
Item 4. Submission of Matters to a Vote of Securities Holders....... 29
Item 5. Other Information........................................... 29
Item 6. Exhibits and Reports on Form 8-K............................ 29
Signature............................................................ 30
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ASK JEEVES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED) (NOTE 1)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 94,302 $ 17,420
Short-term investments.................................... 47,323 34,110
Accounts receivable, net.................................. 17,229 8,459
Prepaid expenses and other current assets................. 4,155 6,015
--------- --------
Total current assets.................................... 163,009 66,004
Property and equipment, net................................. 15,805 7,416
Intangibles, net............................................ 433,114 1,984
Other long-term assets...................................... 7,271 360
--------- --------
Total assets............................................ $ 619,199 $ 75,764
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 11,771 $ 4,717
Accrued compensation and related expenses................. 10,892 5,049
Accrued marketing expenses................................ 3,503 2,983
Accrued merger costs...................................... 1,543 5,280
Other accrued liabilities................................. 11,357 4,453
Deferred revenue.......................................... 15,717 7,347
Current portion of capital lease obligations.............. 851 818
--------- --------
Total current liabilities............................... 55,634 30,647
Capital lease obligations, less current portion............. 1,917 2,351
Other liabilities........................................... 1,315 1,315
--------- --------
Total liabilities....................................... 58,866 34,313
Commitments
Stockholders' equity:
Common stock, $.001 par value; 150,000,000 shares
authorized; 35,873,512 and 28,472,883 shares issued and
outstanding at June 30, 2000 and December 31, 1999,
respectively.............................................. 711,360 107,236
Deferred stock compensation................................. (1,286) (5,175)
Accumulated deficit......................................... (149,754) (60,568)
Accumulated other comprehensive income...................... 13 (42)
--------- --------
Total stockholders' equity.............................. 560,333 41,451
--------- --------
Total liabilities and stockholders' equity.............. $ 619,199 $ 75,764
========= ========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
3
<PAGE>
ASK JEEVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Web Properties............................ $ 14,999 $ 1,774 $ 26,621 $ 2,708
Business Solutions........................ 10,869 1,046 17,005 1,615
----------- ----------- ----------- -----------
Total revenues............................ 25,868 2,820 43,626 4,323
Cost of revenues:
Web Properties............................ 5,625 1,162 9,642 1,861
Business Solutions........................ 5,500 1,389 9,425 2,566
----------- ----------- ----------- -----------
Total cost of revenues...................... 11,125 2,551 19,067 4,427
Gross profit................................ 14,743 269 24,559 (104)
Operating expenses:
Product development....................... 6,786 1,791 12,248 2,965
Sales and marketing....................... 21,971 7,897 41,474 10,944
General and administrative................ 7,069 1,464 12,111 2,605
Amortization of deferred stock
compensation............................ 375 592 1,229 909
Amortization of goodwill.................. 22,533 -- 37,558 --
Write-off of in-process technology........ -- 361 11,652 361
----------- ----------- ----------- -----------
Total operating expenses.................... 58,734 12,105 116,272 17,784
----------- ----------- ----------- -----------
Operating loss.............................. (43,991) (11,836) (91,713) (17,888)
Other income, net........................... 2,004 372 2,527 525
----------- ----------- ----------- -----------
Net loss.................................... $ (41,987) $ (11,464) $ (89,186) $ (17,363)
=========== =========== =========== ===========
Basic and diluted net loss per share........ $ (1.20) $ (0.50) $ (2.66) $ (0.85)
=========== =========== =========== ===========
Weighted average shares outstanding used in
computing basic and diluted net loss
per share................................. 35,065,953 22,997,570 33,499,181 20,410,715
=========== =========== =========== ===========
Revenues from related parties............... $ 2,732 $ -- $ 2,942 $ --
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
4
<PAGE>
ASK JEEVES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------------------
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................... $(89,186) $(17,363)
Adjustment to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................. 2,219 328
Compensation charge related to grants of stock options.... -- 175
Amortization of deferred stock compensation............... 1,229 909
Amortization of intangibles............................... 40,076 90
Write-off of in-process technology........................ 11,652 361
Changes in operating assets and liabilities:
Accounts receivable..................................... (7,689) (1,893)
Prepaids and other current assets....................... 3,106 (3,710)
Other assets............................................ -- 140
Accounts payable........................................ 4,908 2,944
Accrued compensation and related expenses............... 5,563 1,244
Accrued marketing expenses.............................. (660) 1,767
Accrued merger costs.................................... (14,392) --
Other accrued liabilities............................... 6,155 2,922
Deferred revenue........................................ 7,987 796
-------- --------
Net cash used in operating activities....................... (29,032) (11,290)
INVESTING ACTIVITIES
Purchases of property and equipment......................... (8,017) (2,605)
Purchases of investments.................................... (42,131) (10,093)
Proceeds from redemption of investments..................... 21,652 --
Cash acquired from subsidiaries............................. 12,646 --
-------- --------
Net cash used in investing activities....................... (15,850) (12,698)
FINANCING ACTIVITIES
Issuance of common stock.................................... 126,211 2,420
Redemption of common stock.................................. (2,000) --
Issuance of notes receivable to stockholders................ (2,046) (400)
Issuance of preferred stock................................. -- 34,178
Repayment of capital lease obligations...................... (401) (17)
-------- --------
Net cash provided by financing activities................... 121,764 36,181
-------- --------
Increase in cash and cash equivalents....................... 76,882 12,193
Cash and cash equivalents at beginning of period............ 17,420 8,511
-------- --------
Cash and cash equivalents at end of period.................. $ 94,302 $ 20,704
======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
Deferred stock compensation in connection with common stock
options issued to stockholders in exchange for services... $ -- $ 245
======== ========
Interest paid............................................... $ 300 $ 21
======== ========
</TABLE>
See accompanying notes to the unaudited condensed consolidated financial
statements.
5
<PAGE>
ASK JEEVES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Ask Jeeves, Inc. ("Ask Jeeves" or the "Company") provides intuitive,
intelligent natural language question answering technologies and services for
companies seeking to target, acquire, convert and retain customers online. Ask
Jeeves' solutions allow companies to connect users to information through
automated search, natural language question answering, decision advisory support
and interaction with live customer care representatives. The Company was
incorporated in the State of California in June 1996, then subsequently
reincorporated in the State of Delaware in June 1999.
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. Investments in
affiliates in which the Company does not have a controlling interest are
accounted for under the equity method and investments in which the Company does
not exert significant influence are accounted for at cost. The accompanying
condensed consolidated financial statements at June 30, 2000 and for the three
and six months ended June 30, 2000 and 1999 are unaudited but include all
adjustments (consisting of normal recurring adjustments and accruals) which, in
the opinion of management, are necessary for a fair statement of the
consolidated financial position, operating results and cash flows as of the
interim date and for the periods presented. Results for the interim period ended
June 30, 2000 and June 30, 1999 are not necessarily indicative of results for
the entire fiscal year or future periods. The condensed consolidated balance
sheet at December 31, 1999 has been derived from the audited consolidated
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
materially from those estimates.
RECLASSIFICATIONS
Certain prior period balances have been reclassified to conform to the
current period presentation.
COMPUTATION OF NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss applicable to
common shareholders by the weighted average number of shares of the Company's
common stock, after giving consideration to shares subject to repurchase,
outstanding during the period. Diluted earnings per share is determined in the
same manner as basic earnings per share except that the number of shares is
increased assuming exercise of dilutive stock options and warrants using the
treasury stock method. The diluted earnings per share amount has not been
reported because the Company has a net loss and the impact of the assumed
exercise of the stock options and warrants is not dilutive.
6
<PAGE>
ASK JEEVES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The following table sets forth the computation of net loss per share (in
thousands, except share and per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Basic and diluted net loss
per share
Numerator: Net loss....... $ (41,987) $ (11,464) $ (89,186) $ (17,363)
Denominator: Weighted-
average shares outstanding
basic and diluted......... 35,065,953 22,997,570 33,499,181 20,410,715
---------- ---------- ---------- ----------
Basic and diluted net loss
per share................. $ (1.20) $ (0.50) $ (2.66) $ (0.85)
========== ========== ========== ==========
</TABLE>
COMMITMENTS AND CONTINGENCIES
Capital lease obligations for equipment represent the present value of
future lease payments under the agreements. The Company has options to purchase
the leased assets at the end of the lease terms.
The Company is subject to various legal proceedings, claims, and litigation
arising in the ordinary course of business. The Company's management does not
expect that the ultimate costs to resolve these matters, including the matters
discussed in the following paragraph, will have a material adverse effect on the
Company's consolidated financial position, results of operations, or cash flows.
In July 1999, IP Learn LLC filed a complaint against the Company in the
United States District Court for the Northern District of California. The
complaint, which was amended by the plaintiff, alleges that aspects of the
Company's technology infringes upon three patents alleged to be held by the
plaintiff. The Company has answered the complaint and discovery has begun.
Additionally, in December 1999, Patrick H. Winston and Boris Katz filed a
complaint against the Company in the United States District Court for the
District of Massachusetts. The complaint alleges that the Company's technology
infringes two patents alleged to be held by the plaintiffs. The Company has
answered the complaint, but discovery has not yet begun. The Company intends to
vigorously defend against the allegations asserted in these complaints and
believes it has meritorious defenses to the claims. However, the outcome of
litigation is difficult to predict and could result in a judgment against the
Company which could significantly affect the Company's consolidated financial
position, results of operations or cash flows.
2. BUSINESS SEGMENTS
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("FAS 131") establishes
standards for reporting by public business enterprises of information about
operating segments and geographic areas. For management reporting purposes, the
Company is divided into two business groups, the Web Properties Group and the
Business Solutions Group. Results of operations for these business groups
include revenues, cost of revenues and gross profit (loss) information as
provided below in accordance with FAS 131 are provided to the Company's Chief
7
<PAGE>
ASK JEEVES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. BUSINESS SEGMENTS (CONTINUED)
Executive Officer (CEO) who is the Chief Operating Decision Maker. Summarized
financial information by segment for the three and six month periods ended
June 30, 2000 and 1999, reported to the CEO, is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
WEB PROPERTIES:
Revenues.................. $14,999 $1,774 $26,621 $2,708
Cost of revenues.......... 5,625 1,162 9,642 1,861
------- ------ ------- ------
Gross profit.............. 9,374 612 16,979 847
======= ====== ======= ======
BUSINESS SOLUTIONS:
Revenues.................. $10,869 $1,046 $17,005 $1,615
Cost of revenues.......... 5,500 1,389 9,425 2,566
------- ------ ------- ------
Gross profit (loss)....... 5,369 (343) 7,580 (951)
======= ====== ======= ======
</TABLE>
The Company provides its natural language question answering services and
technology internationally through joint venture partnerships. Geographic
information on revenue is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES:
North America............. $22,898 $2,820 $40,403 $4,323
International............. 2,970 -- 3,223 --
------- ------ ------- ------
Total................... $25,868 $2,820 $43,626 $4,323
</TABLE>
3. COMPREHENSIVE INCOME
The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net loss.................... $(41,987) $(11,464) $(89,186) $(17,363)
Other comprehensive income:
Change in unrealized loss
on investments, net of
tax benefit of none..... 39 -- 55 --
-------- -------- -------- --------
Total comprehensive
loss.................. $(41,948) $(11,464) $(89,131) $(17,363)
======== ======== ======== ========
</TABLE>
8
<PAGE>
ASK JEEVES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements," (SAB
101). SAB 101 provides that, in certain circumstances, revenues that are
received within the first few months of a contract might have to be recognized
over an extended period of time, instead of within the first months of the
contract. Due to complications surrounding the implementation of SAB 101, the
SEC has deferred the implementation date of certain provisions of SAB 101 until
the quarter ended December 31, 2000, with retroactive application to
transactions entered into during the quarter ended March 31, 2000. This
extension will allow us and other companies impacted by SAB 101 adequate time to
fully understand the broader implications of SAB 101 and to respond accordingly.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, this overview and
the following discussion contain forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in our Registration Statement
on Form S-3 filed March 30, 2000 and Annual Report on Form 10-K filed
August 11, 2000. The following discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and notes thereto included
elsewhere herein.
OVERVIEW
We introduced Ask Jeeves on Ask.com in 1997 to provide Web users with a more
satisfying and productive experience and to help companies target and acquire
customers. In October 1998, we extended our natural language question answering
technologies and services to corporate Web sites to help companies to convert
shoppers to buyers, reduce support costs, understand customer preferences and
improve customer retention. In November 1999, we acquired Net Effect
Systems, Inc., a provider of a live help service that enables real-time,
text-based communication between a company and its online customers. In February
2000, we acquired Direct Hit Technologies, Inc., a leading provider of
technology that aggregates and organizes online content to enable users to
quickly find relevant and accurate information, products and services. We
deliver our services through our Web Properties Group and our Business Solutions
Group.
Revenues associated with our Web Properties Group includes all revenue
streams generated from the Web sites we own and operate, including Ask.com,
DirectHit.com and AJKids.com. These revenues consist primarily of three
components:
- advertising revenues;
- eCommerce lead generation revenues; and
- dynamic customer targeting and acquisition solution revenues.
We earn advertising revenues from advertising contracts by delivering
impressions to users over a specified period of time for a fixed fee.
Advertising rates, measured on a cost per thousand impressions, or CPM basis,
are dependent on whether the impressions are displayed in general rotation
throughout our Web sites or are directed to targeted visitors to Ask.com and
DirectHit.com in the various channels available, such as the computer,
entertainment, family, health, money, shopping and travel channels. Revenues are
based upon actual impressions delivered as measured by our third-party
advertising delivery provider, DoubleClick, Inc. We also generate revenues from
the facilitation of electronic commerce. Revenues from electronic commerce are
generated when a user clicks on the answer that links to an electronic commerce
merchant's Web site on a cost per click, or CPC basis. Electronic commerce
transaction fees are derived from short-term electronic commerce merchant
contracts, generally over a three-to-six month period. Dynamic customer
targeting and acquisition solution revenues are generated from targeting
programs designed to maximize the effectiveness of the Ask Jeeves question
answering and search technologies by creating dynamic, customized environments
based on user behavior.
Revenues from our Business Solutions Group includes all revenue streams that
are derived from other companies and the licensing of our technology for use on
companies' Web sites. These revenues consist of two components:
- professional services;
- maintenance and usage fees.
10
<PAGE>
Since their introduction in October 1998, our Business Solutions have been
adopted by more than 115 corporate customers. We are targeting accounts in the
vertical markets of technology, financial services, telecommunications, and
retail. We recognize professional services, maintenance and usage fees ratably
over the contractual term, generally twelve to fifteen months, commencing from
the effective date of the contract. Payments received prior to delivering the
knowledge base or providing maintenance and usage are recorded as deferred
revenue and recognized ratably over the contractual term.
Cost of revenues for our Web Properties Group consists primarily of salaries
and related personnel costs associated with the content development, data
analysis, testing and maintenance of our Web sites. Additionally, cost of
revenues includes revenue sharing expenses associated with distribution
relationships. Cost of revenues for our Business Solutions Group consists
primarily of salaries and related personnel costs and other direct costs to
provide professional services, information and maintenance services to our
corporate customers. Cost of revenues also includes amortization charges related
to certain technology assumed as part of our acquisitions. We believe that
ongoing content development is required to remain competitive, and we expect
that our production and content expenses will continue to increase in the
future.
Product development expenses consist primarily of salaries and related
personnel costs, consultant fees and expenses related to the design,
development, testing and enhancement of our technology and services. To date,
all software development costs have been expensed as incurred. We believe that
continued investment in product development is critical to attaining our
strategic product objectives and, as a result, we expect these expenses to
increase in the future.
Sales and marketing expenses consist primarily of salaries, commissions and
related personnel expenses as well as advertising and promotional expenditures.
We have a direct sales force dedicated to selling our services, which is
supplemented by a number of strategic relationships with sales and
implementation companies. We plan to increase our investments in sales,
marketing, infrastructure and product management in an effort to capture market
share faster.
General and administrative expenses consist primarily of salaries and
related personnel costs and other related costs for general corporate functions,
including executive management, business development, finance, facilities
administration, legal, recruiting and fees for other professional services. We
expect general and administrative expenses to increase in the future as we add
personnel and incur additional costs related to the growth of our business.
Other income includes income on our cash and short-term investments.
Interest expense relates to interest due on our financing obligations.
For the three months ended June 30, 2000, we recorded amortization of
deferred stock compensation expense of $375,000. Additionally, deferred
compensation was reduced by approximately $181,000 to adjust unvested options
previously granted to consultants based upon current information. At June 30,
2000, we had a total of approximately $1.3 million remaining to be amortized
over the corresponding vesting periods of the options, generally four years. Due
to the graded vesting method of amortization, most of the deferred compensation
charge will be incurred over the first two years of the vesting of the options.
We have incurred significant net losses and negative cash flows from
operations since our inception, and at June 30, 2000, we had an accumulated
deficit of approximately $149.8 million. These losses have been funded primarily
through the issuance of preferred and common equity securities, including our
initial public offering in July 1999 and our follow-on offering in March 2000.
We believe that we will continue to incur operating and net losses and negative
cash flows from operations for the foreseeable future.
11
<PAGE>
RESULTS OF OPERATIONS
REVENUES
Revenues were $25.9 million for the three months ended June 30, 2000, and
$2.8 million for the three months ended June 30, 1999. Web Properties revenues
were $15.0 million or 57.9% of total revenues for the three months ended
June 30, 2000 and $1.8 million or 62.9% of total revenues for the three months
ended June 30, 1999. These revenues consisted of $8.8 million in advertising
revenues for the three months ended June 30, 2000, and $1.7 million for the
three months ended June 30, 1999. Electronic commerce revenues were $2.2 million
for the three months ended June 30, 2000. There were no electronic commerce
revenues for the three months ended June 30, 1999. Dynamic customer targeting
and acquisition revenues were $4.0 million for the three months ended June 30,
2000 and $44,000 for the three months ended June 30, 1999. Business Solutions
revenues were $10.9 million or 42.1% of total revenues for the three months
ended June 30, 2000, and $1.0 million or 37.1% of total revenues for the three
months ended June 30, 1999. These revenues consisted of $3.9 million in
professional services fees for the three months ended June 30, 2000, and
$295,000 in professional services fees for the three months ended June 30, 1999.
Maintenance and information services revenues were $7.0 million for the three
months ended June 30, 2000 and $751,000 for the three months ended June 30,
1999. Our reach increased to 11.8 million unique users in June 2000,
representing approximately 117% growth over the 5.3 million unique users for
December 1999. Ask.com ranked as the 15th most visited Web site in the
June 2000 Media Metrix Internet Web properties listing.
For the six months ended June 30, 2000, revenues were $43.6 million as
compared with $4.3 million for the six months ended June 30, 1999. Web
Properties revenues were $26.6 million or 61.0% of total revenues for the six
months ended June 30, 2000 and $2.7 million or 62.7% of total revenues for the
six months ended June 30, 1999. These revenues consisted of $18.0 million in
advertising revenues for the six months ended June 30, 2000, and $2.6 million
for the six months ended June 30, 1999. Electronic commerce revenues were $3.9
million for the six months ended June 30, 2000. There were no electronic
commerce revenues for the six months ended June 30, 1999. Dynamic customer
targeting and acquisition revenues were $4.7 million for the six months ended
June 30, 2000 and $56,000 for the six months ended June 30, 1999. Business
Solutions revenues were $17.0 million or 39.0% of total revenues for the six
months ended June 30, 2000, and $1.6 million or 37.3% of total revenues for the
six months ended June 30, 1999. These revenues consisted of $7.1 million in
professional services fees for the six months ended June 30, 2000, and $375,000
in professional services fees for the six months ended June 30, 1999.
Maintenance and information services revenues were $9.9 million for the six
months ended June 30, 2000 and $1.2 for the six months ended June 30, 1999
COST OF REVENUES
Cost of revenues for Web Properties was $5.6 million for the three months
ended June 30, 2000 and $1.2 million for the three months ended June 30, 1999.
The increase in cost of revenues is attributed to increased third-party
advertising management fees, revenue sharing costs, hosting costs, and
additional personnel and related personnel costs associated with developing,
maintaining, analyzing and testing of Ask.com to support the growth in traffic
and the resulting revenues. Cost of revenues for Business Solutions was $5.5
million for the three months ended June 30, 2000 and $1.4 million for the three
months ended June 30, 1999. The increase in cost of revenues is attributed to
personnel and related personnel costs associated with providing professional
services, information and maintenance services to our customers. Cost of
revenues also includes amortization charges related to assets acquired. We
expect our hosting, third party advertising management fees, content development
and Web site costs will continue to increase to meet the demands for Web
services and to provide additional services to users of our services.
For the six months ended June 30, 2000, cost of revenues for Web Properties
was $9.6 million as compared with $1.9 million for the six months ended
June 30, 1999. The increase in cost of revenues is
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attributed to increased third-party advertising management fees, revenue sharing
costs, hosting costs, and additional personnel and related personnel costs
associated with developing, maintaining, analyzing and testing of Ask.com to
support the growth in traffic and the resulting revenues. Cost of revenues for
Business Solutions was $9.4 million for the six months ended June 30, 2000 and
$2.6 million for the six months ended June 30, 1999. The increase in cost of
revenues is attributed to personnel and related personnel costs associated with
providing professional services, information and maintenance services to our
customers. Cost of revenues also includes amortization charges related to assets
acquired. We expect our hosting, third party advertising management fees,
content development and Web site costs will continue to increase to meet the
demands for Web services and to provide additional services to users of our
services.
PRODUCT DEVELOPMENT EXPENSES
Product development expenses were $6.8 million and $12.2 million for the
three and six months ended June 30, 2000, respectively, and $1.8 million and
$3.0 million for the three and six months ended June 30, 1999, respectively. The
increase in expenses resulted from the hiring of additional personnel and
related personnel costs, consultant fees, expenses related to the design,
development, testing and enhancement of our technology and services. We believe
the development of additional features and tools are vital for us to remain
competitive in our industry. We anticipate that we will continue to devote
substantial resources to product development. As a result, these costs are
expected to continue to increase in future periods.
SALES AND MARKETING EXPENSE
Sales and marketing expenses were $22.0 million and $41.5 million for the
three and six months ended June 30, 2000, respectively, and $7.9 million and
$10.9 million for the three and six months ended June 30, 1999, respectively.
The increase in expenses are attributed to advertising expenses related to our
branding campaign, the hiring of additional direct sales and marketing personnel
and sales commissions associated with the increase in revenues. We intend to
continue pursuing an aggressive brand-enhancement strategy, which will include
mass market and multimedia advertising, promotional programs and public
relations activities. These costs are expected to continue to increase in future
periods.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses were $7.1 million and $12.1 million for
the three and six months ended June 30, 2000, respectively, and $1.5 million and
$2.6 for the three and six months ended June 30, 1999, respectively. The
increase in expenses is attributed to hiring of additional personnel and related
personnel costs for finance, legal, business development and internal
information systems development and support that has accompanied the growth of
our business, recruiting costs associated with filling key executive positions
and depreciation expense associated with adding property and equipment. Costs
associated with launching our international operations are also included.
AMORTIZATION OF DEFERRED STOCK COMPENSATION
For the three and six months ended June 30, 2000, we recorded $375,000 and
$1.2 million respectively, in amortization of deferred stock compensation in
connection with the grant of stock options to employees and consultants. This
compares with $592,000 and $$909,000 for the three and six months ended
June 30, 1999, respectively. The decrease in amortization is due to our graded
vesting method of amortization resulting in larger deferred compensation charges
being incurred in earlier periods.
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IN-PROCESS RESEARCH AND DEVELOPMENT
For the three months ended June 30, 1999, we recorded purchased in-process
research and development costs of $361,000 in connection with the acquisition of
certain technology. For the six months ended June 30, 2000, we recorded
purchased in-process research and development costs of $11.7 million.
OTHER INCOME
Other income consists primarily of interest income offset partially by
interest expense. Interest income was $2.2 million and $3.0 million for the
three and six months ended June 30, 2000, respectively, and $377,000 and
$540,000 for the three and six months ended June 30, 1999, respectively. The
increase in interest income is attributed to the interest on proceeds from our
equity financings. Interest expense was $197,000 and $499,000 for the three and
six months ended June 30, 2000, respectively, and $5,000 and $16,000 for the
three and six months ended June 30, 1999, respectively. The increase in interest
and other expense is primarily attributable to the interest charges incurred on
additional capital lease obligations.
RECENT EVENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements," (SAB
101). SAB 101 provides that, in certain circumstances, revenues that are
received within the first few months of a contract might have to be recognized
over an extended period of time, instead of within the first months of the
contract. Due to complications surrounding the implementation of SAB 101, the
SEC has deferred the implementation date of certain provisions of SAB 101 until
the quarter ended December 31, 2000, with retroactive application to
transactions entered into during the quarter ended March 31, 2000. This
extension will allow us and other companies impacted by SAB 101 adequate time to
fully understand the broader implications of SAB 101 and to respond accordingly.
SEASONALITY AND QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are beyond our control. Factors that may
adversely affect our results of operations include:
- our ability to obtain new corporate customers, the length of the
development cycle for corporate customers and the timing of revenue
recognition with respect to contracts with corporate customers;
- our ability to obtain new advertising contracts, maintain existing ones,
and effectively manage our advertising inventory;
- the number of questions asked and answered on Ask.com and DirectHit.com
and on the Web sites of our corporate customers;
- our ability to attract and retain advertisers and our ability to link our
electronic commerce partners to potential customers;
- seasonal and other fluctuations in demand for our electronic commerce
services and for advertising space on Ask.com and DirectHit.com;
- our ability to develop and introduce new technology;
- announcements and new technology introductions by our competitors;
- our ability to attract and retain key personnel;
- costs relating to possible acquisitions and integration of technologies or
businesses;
- rate changes for advertising on Ask.com and DirectHit.com; and
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- marketing expenses and technology infrastructure costs as well as other
costs that we may incur as we expand our operations.
Because of the foregoing factors, we believe that period-to-period
comparisons of our operating results should not be relied upon as an indicator
of our future performance.
As Internet advertising makes the transition from an emerging to a more
developed market, seasonal and cyclical patterns may develop in our industry
that may also affect our revenues. For instance, during 1999 and 1998 traffic
levels on Ask Jeeves fluctuated during the summer and year-end vacation and
holiday periods. Similar to traditional media, this may result in our
advertising sales being lower during these periods. In addition, we believe that
sales from electronic commerce will increase during the fourth quarter as a
result of the holiday season and will fluctuate during other periods.
Seasonality in the retail industry and in Internet service usage is likely to
cause quarterly fluctuations in our results of operations and could harm our
business.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have financed our operations primarily through the
private placement of equity securities and our initial public offering and our
follow-on offering. As of June 30, 2000, we had $141.6 million in cash and cash
equivalents and short-term investments. Net cash used in operating activities
was $29.0 million for the six months ended June 30, 2000, and $11.3 million for
the six months ended June 30, 1999. Net cash used in operating activities
resulted primarily from net losses adjusted for non-cash operating activities
and increases in accounts receivable and accrued merger costs, partially offset
by the timing of accrued compensation and related expenses, deferred revenue and
other accrued liabilities. Net cash used in investing activities was
$15.9 million for the six months ended June 30, 2000, compared to $12.7 million
for the six months ended June 30, 1999. Net cash used in investing activities
related to the purchase of investments of $42.1 million and property and
equipment for $8.0 million partially offset by cash acquired by subsidiaries of
$12.6 million and redemptions of investments of $21.7 million for the six months
ended June 30, 2000. Net cash provided by financing activities was
$121.8 million for the six months ended June 30, 2000, and $36.2 million for the
six months ended June 30, 1999. For the six months ended June 30, 2000, net cash
provided by financing activities related primarily to net proceeds of
$126.2 million from the sale of common equity securities.
We have no material commitments or obligations other than those under
capital and operating leases.
Our capital requirements depend on numerous factors, including market
acceptance of our services and the amount of resources we invest in site and
content development, marketing and selling our services, and our brand
promotions. We have experienced a substantial increase in our expenditures since
our inception consistent with growth in our operations and staffing, and we
anticipate that these expenses will continue for the foreseeable future.
Additionally, we will continue to evaluate possible investments in businesses
and technologies, and we plan to expand our sales and marketing programs and
conduct more aggressive brand promotions.
We currently believe that our available cash resources will be sufficient to
meet our anticipated needs for working capital and capital expenditures for at
least the next twelve months. If we are unable to generate sufficient cash flows
from operations to meet our anticipated needs for working capital and capital
expenditures, we will need to raise additional funds to fund brand promotion,
develop new or enhanced services, respond to competitive pressures or make
acquisitions. We may be unable to obtain any required additional financing on
terms favorable to us, if at all. If adequate funds are not available on
acceptable terms, we may be unable to fund our expansion, successfully promote
our brand, develop or enhance services, respond to competitive pressures or take
advantage of acquisition opportunities, any of which could have an adverse
impact on our business. If we raise additional funds through the issuance of
equity securities, our stockholders may experience dilution of their ownership
interest, and the newly issued securities may have rights superior to those of
the common stock. If we raise additional funds by issuing debt, we may be
subject to limitations on our operations, including limitations on the payment
of dividends.
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BUSINESS RISKS
OUR BUSINESS IS EXTREMELY DIFFICULT TO EVALUATE BECAUSE OUR OPERATING HISTORY IS
LIMITED
We were incorporated in June 1996 and launched Ask Jeeves, at Ask.com, our
public Web site, in April 1997. Our business model is constantly evolving.
Because the Internet is constantly changing, we may need to change our business
model to adapt to those changes.
In November 1999, we acquired Net Effect Systems, Inc., a provider of a live
help service that enables real-time, text-based communication between a company
and its online customers. In February 2000, we acquired Direct Hit
Technologies, Inc., a leading provider of technology that aggregates and
organizes online content to enable users to quickly find relevant and accurate
information, products and services. These acquisitions and future acquisitions
and the resulting changes in organizational structure could impose significant
burdens on our management and our employees and could result in loss of
productivity or increase attrition.
Any investment in our company must be considered in light of the problems
frequently encountered by companies in new and rapidly evolving markets. To
address the risks we face, we must, among other things:
- maintain and enhance our brand;
- expand our product and service offerings;
- increase the amount of traffic to Ask.com and DirectHit.com;
- increase the number and types of businesses that use our natural language
question answering service;
- increase the value of our natural language question answering service to
our users, customers, electronic commerce merchants and advertisers; and
- attract, integrate, retain and motivate qualified personnel.
We cannot be certain that our business strategy will be successful or that
we will successfully address these risks.
WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO INCUR NET LOSSES
We expect to have net losses and negative cash flows for the foreseeable
future. The size of these net losses will depend, in part, on the rate of growth
of our revenues from our advertisers, corporate customers and electronic
commerce merchants and on our expenses. It is critical to our success that we
continue to expend financial and management resources to develop our brand
loyalty through marketing and promotion, enhancement of our natural language
question answering service and expansion of our other services. As a result, we
expect that our operating expenses will increase significantly for the
foreseeable future. With increased expenses, we will need to generate
significant additional revenues to achieve profitability. Consequently, it is
possible that we may never achieve profitability, and even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis in the future. If we do not achieve or sustain profitability in the
future, then we will be unable to continue our operations.
OUR NATURAL LANGUAGE QUESTION ANSWERING SERVICE IS NOVEL AND UNPROVEN
We will be successful only if Internet users adopt our natural-language
services and popularity-based searches as their primary method of navigating the
Internet. Internet users have a variety of search techniques, such as search
engines, available to them to navigate the Internet. Users can also rely on
methods, such as call centers, chat rooms and e-mail, rather than
difficult-to-navigate corporate Web sites, to obtain information on products and
services. It is difficult to predict the extent and rate of user adoption
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of our natural language question answering service. We cannot assure you that
widespread acceptance of our services has occurred or will occur. Visitors to
our natural language question answering service may use it once or twice and
then revert to traditional search techniques to navigate the Internet or choose
new search techniques.
OUR METHODS OF GENERATING REVENUE ARE RELATIVELY NEW AND LARGELY UNTESTED
We generated approximately 34.0%, 27.0% and 8.5% of our revenues for the
three months ended June 30, 2000 through Internet advertising, licensing to
corporate customers and electronic commerce transaction fees, respectively.
Revenues from Internet advertising will make up a significant amount of our
revenues for the foreseeable future. Since the Internet advertising market is
new and rapidly evolving, we cannot yet gauge its effectiveness as compared to
traditional advertising media. Advertisers that have traditionally relied on
other advertising media may be reluctant to advertise on the Internet believing
that Internet advertising is less effective than traditional advertising media
for promoting their products and services. Consequently, they may allocate only
limited portions of their advertising budgets to Internet advertising. Our
business could be seriously harmed if Internet advertising does not continue to
grow or if we are unsuccessful in increasing our advertising revenues.
Furthermore, we rely on a third-party advertising service, provided by
DoubleClick, Inc., to deliver advertisements to our users. If DoubleClick fails
to deliver the advertisements as contracted for, due to reliability or
performance problems, or if advertisements cannot be targeted as promised to
advertisers, our revenues will decrease.
Furthermore, we expect Business Solution to constitute a growing percentage
of our revenues. As of June 30, 2000, we had provided question answering
technologies and services to more than 115 companies worldwide. If we cannot
demonstrate to Business Solutions customers that our services increase the rate
at which browsers become purchasers, improves customer satisfaction on their Web
sites and reduces expensive support costs, such as those associated with call
centers, our ability to attract and retain corporate customers may be impaired.
In addition, a portion of our revenues are derived from the facilitation of
electronic commerce transactions. The market for Internet products and services
has only recently begun to develop and is rapidly changing. Therefore, the
success of our business depends upon the adoption of the Internet as a medium
for commerce by a broad base of customers. If this market fails to develop or
develops more slowly than expected, or if our electronic commerce services do
not achieve market acceptance, our business may suffer.
OUR ACQUISITIONS OF NET EFFECT SYSTEMS, INC., THE EVERGREEN PROJECT, INC. AND
DIRECT HIT TECHNOLOGIES, INC. AND ANY FUTURE ACQUISITIONS MAY BE DIFFICULT TO
INTEGRATE, DISRUPT OUR BUSINESS, DILUTE STOCKHOLDER VALUE OR DIVERT MANAGEMENT
ATTENTION.
We acquired Net Effect Systems, Inc. in November 1999, The Evergreen Project
Inc. in January 2000 and Direct Hit Technologies, Inc. in February 2000. We are
in the initial stages of integrating the products, services, technologies and
personnel from each company into Ask Jeeves. We may encounter problems
associated with the assimilation of Net Effect, Evergreen and Direct Hit
including:
- difficulties in assimilation of acquired personnel, operations,
technologies or products;
- unanticipated costs associated with the acquisitions;
- diversion of management's attention from other business concerns;
- adverse effects on our existing business relationships with our, Net
Effect, Evergreen and Direct Hit customers; and
- inability to retain employees of Net Effect, Evergreen and Direct Hit.
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If we are unable to successfully integrate Net Effect, Evergreen and Direct
Hit or to create new or enhanced services, we may not achieve the anticipated
benefits from our acquisitions of Net Effect, Evergreen and Direct Hit. If we
fail to achieve the anticipated benefits from the acquisitions, we may incur
increased expenses, experience a shortfall in our anticipated revenues and we
may not obtain a satisfactory return on our investment. In addition, if any
significant number of Net Effect, Evergreen or Direct Hit employees fail to
remain employed with us, we may experience difficulties in achieving the
expected benefits of the acquisitions.
As part of our business strategy, we may in the future seek to acquire or
invest in additional businesses, products or technologies that we believe could
complement or expand our business, augment our market coverage, enhance our
technical capabilities or that may otherwise offer growth opportunities. These
future acquisitions could pose the same risks to our business posed by the
acquisitions described above. In addition, with future acquisitions, we could
use substantial portions of our available cash as all or a portion of the
purchase price. We could also issue additional securities as consideration for
these acquisitions, which could cause our stockholders to suffer significant
dilution.
OUR GROWTH WILL DEPEND ON OUR ABILITY TO DEVELOP OUR BRAND
We believe that broader brand recognition and a favorable consumer
perception of the Ask Jeeves brand are essential to our future success.
Accordingly, we intend to continue pursuing an aggressive brand-enhancement
strategy, which will include mass market and multimedia advertising, promotional
programs and public relations activities. These expenditures may not result in a
sufficient increase in revenues to cover such advertising and promotional
expenses. In addition, even if brand recognition increases, the number of new
users may not increase. Further, even if the number of new users increases, the
amount of traffic on Ask Jeeves and the number of corporate customers may not
increase sufficiently to justify the expenditures.
TO MANAGE OUR GROWTH, WE NEED TO IMPROVE OUR SYSTEMS, CONTROLS AND PROCEDURES
We have experienced and may continue to experience rapid growth, which has
placed, and could continue to place, a significant strain on our managerial,
financial and operational resources. We expect that the number of our employees,
including management-level employees, will continue to increase for the
foreseeable future. We must continue to improve our operational and financial
systems and managerial controls and procedures, and we will need to continue to
expand, as well as train and manage, our workforce. We cannot be assured that
our systems, procedures or controls will be adequate to support our operations
or that we will be able to manage any growth effectively. If we do not manage
growth effectively, our business would be seriously harmed.
WE MAY NOT BE ABLE TO EFFECTIVELY COMPETE AGAINST OUR CURRENT AND POTENTIAL
COMPETITORS
We have a number of competitors for our natural language question answering
service.
BUSINESS SOLUTIONS GROUP
We compete with a number of companies that are addressing the same need to
improve automated or online customer service for corporate customers. For
example, we compete with companies that provide shopping advisors, such as
Active Research Inc.; automated e-mail response and live interaction, such as
Kana Communications, Inc.; search technology, such as Inktomi Corporation; and
customer relationship management, such as Siebel Systems, Inc.
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WEB PROPERTIES GROUP
We face direct competition from companies that provide Internet-wide search
and directory services. For example, we compete with search engines, including
Excite@Home Corporation, Inktomi Corporation, Google Inc. and AltaVista Company,
for the traffic generated by Internet users seeking links to third-party content
to address their online information needs. We also compete with directory
services, such as Yahoo! Inc., Goto.com, Inc. and LookSmart, Ltd. because they
provide alternative ways for users to obtain the desired information.
Our ability to compete depends on many factors, many of which are outside of
our control. These factors include: the quality of content, the ease of use of
online services, the timing and market acceptance of new and enhanced online
services and sales and marketing efforts by our competitors and by us.
Many of our existing competitors, as well as potential new competitors, have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services. Many of these competitors offer a wider range
of services than we do. These services may attract users to our competitors'
sites and, consequently, result in a decrease in traffic to our site. These
competitors may also engage in more extensive research and development, adopt
more aggressive pricing policies and make more attractive offers to existing and
potential corporate customers, advertisers, syndicators and electronic commerce
merchants. Our competitors may develop products and services that are equal to,
or superior to, our products and services, or achieve greater market acceptance.
In addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to better
address the needs of advertisers and businesses engaged in electronic commerce.
As a result, it is possible that new competitors may emerge and rapidly acquire
significant market share.
OUR INTERNATIONAL SUBSIDIARY MAY NOT BE SUCCESSFUL
In the fourth quarter of 1999, we formed a wholly owned subsidiary, Ask
Jeeves International, Inc., or AJI, for the purpose of marketing our natural
language question answering service outside of the United States. AJI entered
into a joint venture to provide our services in the United Kingdom. This
expansion into international markets will require substantial management
attention and financial resources. We cannot be certain that our investment in
AJI and in establishing operations in other countries will produce the desired
levels of revenue. In addition, AJI is subject to other inherent risks and
problems, including:
- the impact of recessions in economies outside the United States;
- greater difficulty in accounts receivable collections;
- unexpected changes in regulatory requirements;
- difficulties and costs of staffing and managing foreign operations;
- reduced protection for intellectual property rights in some countries;
- political and economic instability;
- the introduction of the euro;
- fluctuations in currency exchange rates; and
- difficulty in maintaining effective communications due to distance,
language and cultural barriers.
Some or all of the above factors could seriously harm the results of our
operations.
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OUR OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT
You should not rely on our results of operations during any particular
quarter as an indication of our future results for a full year or any other
quarter. Our quarterly revenues and operating results have varied significantly
in the past and may vary significantly in the future due to a number of factors,
including:
- our ability to obtain new corporate customers, the length of time needed
to implement our natural language question answering service for corporate
customers and the timing of revenue recognition with respect to contracts
with corporate customers;
- our ability to obtain new advertising contracts, maintain existing ones
and effectively manage our advertising inventory;
- the number of users of Ask.com, DirectHit.com, Web sites syndicating our
services and the Web sites of our corporate customers;
- our ability to attract and retain advertisers and our ability to link our
electronic commerce merchants to potential customers;
- seasonal and other fluctuations in demand for our electronic commerce
services and for advertising space on Ask.com and DirectHit.com;
- our ability to develop and introduce new technology;
- announcements and new technology introductions by our competitors;
- our ability to attract and retain key personnel;
- costs relating to possible acquisitions and integration of technologies or
businesses;
- credit risk of Internet and other companies within our customer base could
affect future financial results;
- rate changes for advertising on Ask.com and DirectHit.com;
- marketing expenses and technology infrastructure costs as well as other
costs that we may incur as we expand our operations; and
- the timing of charges related to the acquisitions and any amortization of
expenses related to the acquisitions.
We have experienced lower traffic during the year-end holiday season and a
slower rate of growth during the summer months. Given our limited operating
history, user traffic on our Web site is extremely difficult to forecast
accurately. Moreover, obtaining new corporate customers depends on many factors
that we are not able to control, such as the allocation of budgetary resources
by potential customers. The average sales cycle for obtaining new corporate
customers has typically ranged from two to four months. Therefore, it is
difficult to predict the number of corporate customers that we will have in the
future. We may be unable to adjust spending to compensate for an unexpected
shortfall in our revenues. In addition we expect our operating expenses to
increase as we expand our engineering, sales and marketing operations, broaden
our customer support capabilities, develop new strategic alliances, fund
increased levels of research and development and build our operational
infrastructure. As a result, if we experience an unexpected shortfall in
revenues, or if our revenues do not grow faster than the increase in these
expenses, we could experience significant variations in the operating results
from quarter to quarter.
IF WE FAIL TO MEET THE EXPECTATIONS OF THE PUBLIC MARKET ANALYSTS AND INVESTORS,
THE MARKET PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY.
Public market analysts and investors have not been able to develop
consistent financial models for the Internet market because of the unpredictable
rate of growth of Internet use, the rapidly changing models
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of doing business on the Internet and the Internet's relatively low barriers to
entry. As a result, and because of the other risks discussed in this prospectus,
it may be likely that our actual results will not meet the expectations of
public market analysts and investors in future periods. If this occurs, the
price of our common stock will likely fall.
FAILURE TO ADD OR RETAIN CORPORATE CUSTOMERS MAY HAVE AN ADVERSE EFFECT ON OUR
REVENUES.
In the coming year we expect that revenues associated with corporate
customers will be comprised primarily of corporations with large,
difficult-to-navigate Web sites. If we do not complete sales to a sufficient
number of customers, our future revenues will be adversely affected.
Most of our corporate customer contracts have a term of one year following
the implementation of our services. As a result, if we are unable to offer value
to our customers during the term of these contracts, or if our customers choose
a competitor's service over our service, or if such customers decide to use
their own proprietary technology to develop services similar to ours, such
customers may not renew their contracts. If we do not obtain a sufficient number
of contract renewals or if such renewal contracts are obtained on terms less
favorable than the original contract, our business could be adversely affected.
IMPLEMENTING OUR SERVICES FOR OUR CORPORATE CUSTOMERS IS LABOR INTENSIVE.
Because the implementation of our services is labor intensive, it is
difficult to predict the length of the development cycle. Factors that affect
the length of the development cycle include the overall size and complexity of
the Web site, the interaction with the customer and the dynamic nature of the
content. Generally, it takes three to four months to launch a customized version
of our services. The long development cycle makes it difficult to predict the
delivery time to the customer, realize our revenue goals and manage our internal
hiring needs to meet new projects. In addition, in order to meet increased
demand by corporate customers, we may have to hire additional people and train
them in advance of orders. When we outsource development of custom knowledge
bases, we will have little control over the speed and quality of the
development. Any decline in the speed or quality of the implementation of our
services could seriously harm our business.
WE DEPEND ON THIRD-PARTY CONTENT.
Ask.com is designed to directly link users to a page within a third-party
Web site that contains the answer to a question asked. However, when Ask.com
attempts to direct the user to a page within the Web site, some companies have
automatically redirected users to their home page. If companies prevent us from
directly linking our users to a page within a third-party Web site, and if there
are no comparable alternative Web sites to which we can direct our users, the
utility and attractiveness of our services to consumers may be reduced. If this
occurs, traffic on Ask.com could significantly decrease, which would seriously
harm our business.
Visitors to Ask.com use it to obtain direct access to the information,
products and services they need through the display of a third-party Web
page containing the answer to the user's question. We have little control over
the content contained on these third-party Web sites. If these third-party Web
sites do not contain high-quality, up-to-date and useful information to the
user, the utility of our service to the user will be reduced, which could
seriously harm our business.
WE MAY BE LIABLE FOR OUR LINKS TO THIRD-PARTY WEB SITES.
We could be exposed to liability with respect to the selection of
third-party Web sites that may be accessible through Ask.com and DirectHit.com.
These claims might include, among others, that by linking to Web sites operated
by third parties, we may be liable for copyright or trademark infringement or
other unauthorized actions by these third-party Web sites. Other claims may be
based on errors or false or misleading information provided on Ask.com,
including information deemed to constitute professional
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advice such as legal, medical, financial or investment advice. Other claims may
be based on our links to sexually explicit Web sites and our provision of
sexually explicit advertisements when this content is displayed. Our business
could be seriously harmed due to the cost of investigating and defending these
claims, even to the extent these claims do not result in liability. Implementing
measures to reduce our exposure to this liability may require us to spend
substantial resources and limit the attractiveness of our service to users.
WE FACE RISKS RELATED TO EXPANDING INTO RELATIVELY NEW SERVICES AND BUSINESS
AREAS, IN PARTICULAR, ELECTRONIC COMMERCE.
To increase our revenues, we will need to expand our operations by promoting
new or complementary products and by expanding the breadth and depth of our
services. In particular, our future success will, in part, depend on our ability
to substantially increase revenues through the facilitation of electronic
commerce transactions. The market for electronic commerce services is extremely
competitive. In January 2000, we entered this market and we have little
experience in it thus we may have limited success in it. The expansion of our
electronic commerce services may strain our management, financial and
operational resources. Our expansion into new product and service offerings may
not be timely or may not generate sufficient revenues to offset their cost. If
this occurs, our business, operating results and financial condition will be
seriously harmed.
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO RETAIN OUR CHIEF EXECUTIVE OFFICER.
Our future success depends, in part, on the continued service of Robert
Wrubel, our Chief Executive Officer. Mr. Wrubel is not bound by an employment
agreement for any specific term. Our relationship with Mr. Wrubel is at will.
Although we are the beneficiaries of a key person life insurance policy on
Mr. Wrubel's life, the loss of his services would seriously harm our business.
OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO ATTRACT, RETAIN AND MOTIVATE HIGHLY
SKILLED EMPLOYEES.
Our future success also depends on our ability to attract, retain and
motivate highly skilled employees. Competition for employees in our industry is
intense. Additionally, it is often more difficult to attract employees once a
company's stock is publicly traded because the exercise price of equity awards
such as stock options are based on the public market, which is highly volatile.
We may be unable to attract, assimilate or retain other highly qualified
employees in the future. We have experienced, and we expect to continue to
experience in the future, difficulty in hiring and retaining highly skilled
employees with appropriate qualifications.
THE INTEGRATION OF NEW MANAGEMENT PERSONNEL MAY INTERFERE WITH OUR OPERATIONS
We have recently hired new management personnel, including a new President
and Chief Financial Officer. To integrate into Ask Jeeves, these individuals
must spend a significant amount of time learning our business model and
management system in addition to performing their regular duties. Accordingly,
the integration of new personnel has resulted and will continue to result in
some disruption to our ongoing operations.
WE WILL ONLY BE ABLE TO EXECUTE OUR BUSINESS PLAN IF INTERNET USAGE GROWS.
Our business would be adversely affected if Internet usage does not continue
to grow or grows at significantly lower rates compared to current trends. The
continued growth of the Internet depends on various factors, many of which are
outside our control. These factors include:
- the Internet infrastructure may not be able to support the demands placed
on it;
- performance and reliability of the Internet may decline as usage grows;
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- security and performance concerns due to hackers and authentication
concerns with respect to the transmission over the Internet of
confidential information, such as credit card numbers, and attempts by
unauthorized computer users, so-called hackers, to penetrate online
security systems; and
- privacy concerns, including those related to the ability of Web sites to
gather user information without the user's knowledge or consent.
THE OPERATING PERFORMANCE OF OUR SYSTEMS AND SERVERS IS CRITICAL TO OUR BUSINESS
AND REPUTATION
Any system failure, including network, software or hardware failure, that
causes an interruption in our service or a decrease in responsiveness of Ask
Jeeves could result in reduced user traffic on Ask Jeeves and reduced revenues.
We have network and server equipment located at AboveNet, Exodus, Frontier
Global Center and Qwest in various locations throughout California,
Massachusetts and London, England. Although we believe that our current back-up
methods are adequate, we cannot be assured that the back-up servers will not
fail or cause an interruption in our service.
We have experienced slower response times and interruptions in service due
to malfunction at our hosting facilities and on the Internet backbone networks,
major software upgrades at Ask Jeeves and undetected software defects. Ask.com
and DirectHit.com have had partial interruptions for periods ranging from a few
minutes to three hours. In addition, Ask.com and DirectHit.com could also be
affected by computer viruses, electronic break-ins or other similar disruptions.
If we experience outages, frequent or persistent system failures or degraded
response times, our reputation and brand could be permanently harmed. In
addition, we could lose advertising revenues during these interruptions and user
satisfaction could be negatively impacted if the service is slow or unavailable.
Our users and customers depend on Internet service providers, online service
providers and other Web site operators for access to Ask.com and DirectHit.com.
Each of these providers has experienced significant outages in the past and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems.
The occurrence of an earthquake or other natural disaster or unanticipated
problems at our principal facilities or at the servers that host or back-up our
systems could cause interruptions or delays in our interactive network or a loss
of data. Our systems are vulnerable to damage or interruption from fire, flood,
power loss, telecommunications failure, break-ins, earthquake and similar
events. Our general liability insurance policies may not adequately compensate
us for losses that may occur due to interruptions in our service.
OUR SECURITY COULD BE BREACHED, WHICH COULD DAMAGE OUR REPUTATION AND DETER
CUSTOMERS FROM USING OUR SERVICES
We must protect our computer systems and network from physical break-ins,
security breaches and other disruptive problems caused by the Internet or other
users. Computer break-ins could jeopardize the security of information stored in
and transmitted through our computer systems and network, which could adversely
affect our ability to retain or attract customers, damage our reputation and
subject us to litigation. We could be subject to denial of service, vandalism
and other attacks on its systems by Internet hackers. Although we intend to
continue to implement security technology and establish operational procedures
to prevent break-ins, damage and failures, these security measures may fail. Our
insurance coverage in certain circumstances may be insufficient to cover issues
that may result from such events.
WE MAY NOT BE ABLE TO ADAPT EVOLVING INTERNET TECHNOLOGIES AND CUSTOMER DEMANDS.
To be successful, we must adapt to rapidly changing Internet technologies by
continually enhancing our products and services and introducing new services to
address our customers' changing needs. We
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could incur substantial development or acquisition costs if we need to modify
our services or infrastructure to adapt to changes affecting providers of
Internet services. Our business could be seriously harmed if we incur
significant costs to adapt to these changes. If we cannot adapt to these
changes, or do not sufficiently increase the features and functionality of our
products and services, our customers may switch to the product and service
offerings of our competitors. Furthermore, our competitors or potential
competitors may develop a novel method of Internet navigation that is equal or
superior to those we offer. As a result, demand for our natural language
question answering technologies and services may decrease.
WE MAY FACE POTENTIAL LIABILITY FOR INVASION OF PRIVACY.
We have a policy against using personally identifiable information obtained
from users of our natural language question answering technologies and services
without the user's permission. In the past, the Federal Trade Commission has
investigated companies that have used personally identifiable information
without permission or in violation of a stated privacy policy. If we use this
information without permission or in violation of our policy, we may face
potential liability for invasion of privacy for compiling and providing
information to our corporate customers and electronic commerce merchants.
WE NEED TO EXPAND OUR SALES AND SUPPORT ORGANIZATIONS.
We will continue to expand our advertising sales, syndication and corporate
sales operations and marketing efforts to increase market awareness and sales of
our products and services. We will need to increase our staff to support new
customers and the expanding needs of our existing customers. Competition for
highly-qualified sales personnel is intense, and we may not be able to hire the
kind and number of sales personnel we are targeting. Hiring highly qualified
customer service and account management personnel is very competitive in our
industry due to the limited number of people available with the necessary
technical skills and understanding of the Internet.
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS.
Any new law or regulation pertaining to the Internet, or the application or
interpretation of existing laws, could decrease the demand for our services,
increase our cost of doing business or otherwise seriously harm our business.
There is, and will likely continue to be, an increasing number of laws and
regulations pertaining to the Internet. These laws or regulations may relate to
liability for information retrieved from or transmitted over the Internet,
online content regulation, user privacy, taxation and the quality of products
and services. Furthermore, the growth and development of electronic commerce may
prompt calls for more stringent consumer protection laws that may impose
additional burdens on electronic commerce companies as well as companies like us
that provide electronic commerce services.
We file tax returns in such states as required by law based on principles
applicable to traditional businesses. However, one or more states could seek to
impose additional income tax obligations or sales tax collection obligations on
out-of-state companies, such as ours, which engage in or facilitate electronic
commerce. A number of proposals have been made at state and local levels that
could impose such taxes on the sale of products and services through the
Internet or the income derived from such sales. Such proposals, if adopted,
could substantially impair the growth of electronic commerce and seriously harm
our profitability.
Legislation limiting the ability of the states to impose taxes on
Internet-based transactions recently has been enacted by the United States
Congress. However, this legislation, known as the Internet Tax Freedom Act,
imposes only a three-year moratorium, which commenced October 1, 1998 and ends
on October 21, 2001, on state and local taxes on electronic commerce, where such
taxes are discriminatory and Internet access, unless such taxes were generally
imposed and actually enforced prior to October 1, 1998. It is possible that the
tax moratorium could fail to be renewed prior to October 21, 2001. Failure to
renew this
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legislation would allow various states to impose taxes on Internet-based
commerce. The imposition of such taxes could seriously harm our ability to
become profitable.
In addition, we are not certain how our business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption and other intellectual property issues, taxation, libel,
obscenity and export or import matters. The vast majority of such laws were
adopted prior to the advent of the Internet. As a result, they do not
contemplate or address the unique issues of the Internet and related
technologies. Changes in laws intended to address such issues could create
uncertainty in the Internet market. Such uncertainty could reduce demand for our
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.
WE MAY FACE POTENTIAL ELECTRONIC COMMERCE-RELATED LIABILITIES AND EXPENSES.
Arrangements with electronic commerce merchants may expose us to legal risks
and uncertainties, including potential liabilities to consumers of the products
and services offered by these electronic commerce merchants. Although we carry
general liability insurance, our insurance may not cover potential claims of
this type or may not be adequate to indemnify us for all liability that may be
imposed.
Some of the risks that may result from these arrangements with businesses
engaged in electronic commerce include:
- potential liabilities for illegal activities that may be conducted by
participating merchants;
- product liability or other tort claims relating to goods or services sold
through third-party commerce sites;
- consumer fraud and false or deceptive advertising or sales practices;
- breach of contract claims relating to merchant transactions;
- claims that materials included in merchant sites or sold by merchants
through these sites infringe third-party patents, copyrights, trademarks
or other intellectual property rights, or are libelous, defamatory or in
breach of third-party confidentiality or privacy rights; and
- claims relating to any failure of merchants to appropriately collect and
remit sales or other taxes arising from electronic commerce transactions.
Even to the extent that such claims do not result in material liability,
investigating and defending such claims could seriously harm our business.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS AND WE MAY BE
LIABLE FOR INFRINGING UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
Third parties may infringe or misappropriate our patents, trademarks or
other proprietary rights, which could have a material adverse effect on our
business. We have applied for a patent on our "Grammar Template Query System"
with the United States Patent and Trademark Office. We have obtained registered
trademark status for "Ask Jeeves" in the United States, Tunisia and Norway. We
have also applied for registered trademark status for "Ask.com," "Ask Jeeves for
Kids," and our logo and service marks in the United States and various foreign
countries. Additionally, in connection with our acquisition of Direct Hit, we
received an assignment of one United States patent issued to Gary Culliss,
Direct Hit's co-founder, Chief Technology Officer and Chairman, covering aspects
of Direct Hit's technology, and three U.S. patent applications covering other
aspects of Direct Hit's technology. We do not know whether we will be able to
defend our proprietary rights since the validity, enforceability and scope of
protection of proprietary rights in Internet-related industries are uncertain
and still evolving. Because we are devoting significant resources to building
our brands, primarily "Ask Jeeves" and "Ask.com," through media
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advertising campaigns, if we are unable to register the trade and service marks
for which we have applied, or if we are unable to defend our intellectual
property rights, our business may be seriously harmed.
In July 1999, IP Learn LLC filed a complaint against us in the United States
District Court for the Northern District of California, which was amended by the
plaintiff, which alleges that aspects of the Ask Jeeves technology infringe one
or more patents alleged to be held by the plaintiff. We have answered the
complaint and discovery has begun. Additionally, in December 1999, Patrick H.
Winston and Boris Katz filed a complaint against us in the United States
District Court for the District of Massachusetts. The complaint alleges that our
technology infringes two patents alleged to be held by the plaintiffs. We have
answered the complaint, but discovery has not begun. We intend to vigorously
defend against the allegations asserted in these complaints and we believe we
have meritorious defenses to the claims. The results of any litigation matter
are inherently uncertain. In the event of an adverse result in either of these
lawsuits, or in any other litigation with third parties that could arise in the
future with respect to intellectual property rights relevant to our products or
services, we could be required to pay substantial damages, including treble
damages if we are held to have willfully infringed, to cease the use of
infringing products or services, to expend significant resources to develop
non-infringing technology or to attempt to obtain licenses to the infringing
technology on commercially reasonable terms, if at all. In addition, litigation
frequently involves substantial expenditures and can require significant
management attention, even if we ultimately prevail. Accordingly, we cannot
assure you that these lawsuits will not seriously harm our business.
Third parties may assert infringement claims against us. From time to time
in the ordinary course of business we have been, and we expect to continue to
be, subject to claims of alleged infringement of the trademarks and other
intellectual property rights of third parties. These claims and any resultant
litigation, should it occur, could subject us to significant liability for
damages. In addition, even if we prevail, litigation could be time-consuming and
expensive to defend, and could result in the diversion of our time and
attention. Any claims from third parties may also result in limitations on our
ability to use the intellectual property subject to these claims unless we are
able to enter into agreements with the third parties making these claims.
WE MAY NOT BE ABLE TO SECURE ADDITIONAL FINANCING TO MEET OUR FUTURE CAPITAL
NEEDS.
We currently anticipate that our available cash resources will be sufficient
to meet our anticipated needs for working capital and capital expenditures for
at least twelve months. If we are unable to generate sufficient cash flows from
operations to meet our anticipated needs for working capital and capital
expenditures, we will need to raise additional funds to fund brand promotion,
develop new or enhanced services, respond to competitive pressures or make
acquisitions. We may be unable to obtain any required additional financing on
terms favorable to us, if at all. If adequate funds are not available on
acceptable terms, we may be unable to fund our expansion, successfully promote
our brand, develop or enhance services, respond to competitive pressures or take
advantage of acquisition opportunities, any of which could seriously harm our
business. If we raise additional funds through the issuance of equity
securities, our stockholders may experience dilution of their ownership
interest, and the newly issued securities may have rights superior to those of
the common stock. If we raise additional funds by issuing debt, we may be
subject to limitations on our operations, including limitations on the payment
of dividends.
FUTURE SALES OF STOCK COULD AFFECT OUR STOCK PRICE
If our stockholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options, in the public market,
the market price of our common stock could fall. In particular, in July 2000,
the lockup agreement executed by several of our affiliates elapsed. Such
stockholders are eligible to sell all vested shares. These sales also might make
it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate.
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PROVISIONS IN DELAWARE LAW AND OUR CHARTER, STOCK OPTION AGREEMENTS AND OFFER
LETTERS TO EXECUTIVE OFFICERS MAY PREVENT OR DELAY A CHANGE OF CONTROL.
We are subject to the Delaware anti-takeover laws regulating corporate
takeovers. These anti-takeover laws prevent Delaware corporations from engaging
in a merger or sale of more than 10% of its assets with any stockholder,
including all affiliates and associates of the stockholder, who owns 15% or more
of the corporation's outstanding voting stock, for three years following the
date that the stockholder acquired 15% or more of the corporation's assets
unless:
- the board of directors approved the transaction where the stockholder
acquired 15% or more of the corporation's assets;
- after the transaction where the stockholder acquired 15% or more of the
corporation's assets, the stockholder owned at least 85% of the
corporation's outstanding voting stock, excluding shares owned by
directors, officers and employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held under the plan will be tendered in a tender or exchange offer;
or
- on or after this date, the merger or sale is approved by the board of
directors and the holders of at least two-thirds of the outstanding voting
stock that is not owned by the stockholder.
A Delaware corporation may opt out of the Delaware anti-takeover laws if its
certificate of incorporation or bylaws so provide. We have not opted out of the
provisions of the anti-takeover laws. As such, these laws could prohibit or
delay mergers or other takeover or change of control of Ask Jeeves and may
discourage attempts by other companies to acquire us.
Our certificate of incorporation and bylaws include a number of provisions
that may deter or impede hostile takeovers or changes of control or management.
These provisions include:
- our board is classified into three classes of directors as nearly equal in
size as possible with staggered three year-terms;
- the authority of our board to issue up to 5,000,000 shares of preferred
stock and to determine the price, rights, preferences and privileges of
these shares, without stockholder approval;
- all stockholder actions must be effected at a duly called meeting of
stockholders and not by written consent;
- special meetings of the stockholders may be called only by the chairman of
the board, the chief executive officer or the board; and
- no cumulative voting.
These provisions may have the effect of delaying or preventing a change of
control.
Our certificate of incorporation and bylaws provide that we will indemnify
officers and directors against losses that may incur in investigations and legal
proceedings resulting from their services to us, which may include services in
connection with takeover defense measures. These provisions may have the effect
of preventing changes in our management.
In addition, our option agreements under the 1996 Stock Option plan provide
that if a change of control of Ask Jeeves occurs prior to the first anniversary
of the vesting commencement date of an option, then the vesting which would have
occurred by such anniversary shall occur. After the first anniversary of the
date of grant, these option agreements provide that the vesting of each option
shall accelerate by six months upon a change of control. As of June 30, 2000,
there were 3,222,941 shares of common stock reserved for unvested options
granted under this plan. Furthermore, offer letters with our executive officers
provide for the payment of severance and acceleration of options upon the
termination of these
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executive officers following a change of control of Ask Jeeves. These provisions
in our stock option agreements and offer letters could have the effect of
discouraging potential takeover attempts.
ASK JEEVES' STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY REGARDLESS OF ASK JEEVES'
ACTUAL OPERATING PERFORMANCE.
Ask Jeeves common stock is listed for trading on the Nasdaq National Market.
The trading price of Ask Jeeves common stock may be highly volatile. Ask Jeeves'
stock price may be subject to wide fluctuations in response to a variety of
factors, including:
- actual or anticipated variations in quarterly operating results and
announcements of technological innovations;
- new products or services offered by Ask Jeeves or its competitors;
- changes in financial estimates by securities analysts;
- conditions or trends in the Internet services industry and the online
customer service segment in particular;
- Ask Jeeves' announcement of significant acquisitions, strategic
partnerships, joint ventures or capital commitments;
- additions or departures of key personnel;
- sales of common stock; and
- other events that may be beyond Ask Jeeves' control.
In addition, the Nasdaq National Market, where most publicly held Internet
companies are traded, has recently experienced extreme price and volume
fluctuations. These fluctuations often have been unrelated or disproportionate
to the operating performance of these companies. These broad market and industry
factors may materially adversely affect the market price of Ask Jeeves' common
stock, regardless of Ask Jeeves' actual operating performance. In the past,
following periods of volatility in the market price of an individual company's
securities, securities class action litigation often has been instituted against
that company. This type of litigation, if instituted, could result in
substantial costs and a diversion of management's attention and resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk for interest rate changes relates
primarily to its investment portfolio. The Company had no derivative financial
instruments as of June 30, 2000 or December 31, 1999. The Company places its
investment portfolio in high credit quality instruments and the amount of credit
exposure to any one issue, issuer and type of instrument is limited. The Company
does not expect any material loss with respect to its investment portfolio.
The Company's investments are principally confined to our cash and cash
equivalents and available-for-sale securities, which have short maturities.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In July 1999, IP Learn LLC filed a complaint against the Company in the
United States District Court for the Northern District of California. The
complaint, which was amended by the plaintiff, alleges that aspects of the
Company's technology infringes upon three patents alleged to be held by the
plaintiff. The Company has answered the complaint and discovery has begun.
Additionally, in December 1999, Patrick H. Winston and Boris Katz filed a
complaint against the Company in the United States District Court for the
District of Massachusetts. The complaint alleges that the Company's technology
infringes two patents alleged to be held by the plaintiffs. The Company has
answered the complaint, but discovery has not yet begun. The Company intends to
vigorously defend against the allegations asserted in these complaints and
believes it has meritorious defenses to the claims. However, the outcome of
litigation is difficult to predict and could result in a judgment against the
Company which could significantly affect the Company's consolidated financial
position, results of operations or cash flows.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UNDER SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBIT
<TABLE>
<C> <S>
27.1 Financial Data Schedule
</TABLE>
b) REPORTS ON FORM 8-K.
We filed an amendment dated April 11, 2000 to our Current Report on 8-K
dated February 14, 2000 to include the Supplemental Consolidated Financial
Statements required under the report for our acquisition of Direct Hit
Technologies, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment to its report on Form
10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
ASK JEEVES, INC.
August 25, 2000 By: /s/ ROBERT W. WRUBEL
------------------------------------------
Robert W. Wrubel
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
August 25, 2000 By: /s/ THOMAS E. LOW
------------------------------------------
Thomas E. Low
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
August 25, 2000 By: /s/ CHRISTINE M. DAVIS
------------------------------------------
Christine M. Davis
VICE PRESIDENT AND CORPORATE CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
31
