<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 31, 2000
Date of Report
(Date of earliest event reported)
INFOSPACE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25131 91-1718107
(Commission File No.) (IRS Employer Identification Number)
601 108/th/ Avenue N.E., Suite 1200
Bellevue, Washington 98004
(Address of Principal Executive Offices)
425-201-6100
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
-------
On July 24, 2000, InfoSpace, Inc., a Delaware corporation ("InfoSpace")
entered into a definitive agreement (the "Purchase Agreement") to acquire from
the shareholders of TDLI.com Limited, a privately held company based in
Hampshire, England ("TDLI"), all of the issued and outstanding capital stock of
TDLI. TDLI holds approximately fifty percent of TDL InfoSpace (Europe) Limited,
a joint venture originally formed by InfoSpace and Thomson Directories Limited
in July 1998 to replicate InfoSpace's services in Europe. The acquisition of
TDLI, which gave InfoSpace control of TDL InfoSpace, was completed on August 31,
2000.
This transaction was initially reported in a Current Report on Form
8-K filed on July 10, 2000. This Amendment is being filed to amend Items 7(a)
and 7(b) in their entirety.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
-------
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements for the period from July 31, 1998 (inception) to
December 31, 1999 and unaudited interim financial statements for the
period from January 1, 2000 to August 31, 2000 are attached hereto.
Financial statements are presented in British pounds sterling.
(b) PRO FORMA FINANCIAL INFORMATION.
Summary pro forma consolidated statements of operations for the nine
months ended September 30, 2000 and 1999. Pro forma statements are
presented in US dollars.
(c) EXHIBITS.
*2.1 Sale and Purchase Agreement relating to the issued share capital of
TDLI.com Limited dated as of July 24, 2000, by and between the
Registrant and the shareholders of TDLI.com.
________________
* Previously filed.
<PAGE>
FINANCIAL STATEMENTS
TDL INFOSPACE (EUROPE) LIMITED
REPORT OF THE AUDITORS TO THE MEMBERS OF TDL INFOSPACE (EUROPE) LIMITED
We have audited the financial statements on pages 5 to 15 which have been
prepared under the historical cost convention and the accounting policies set
out on pages 9 and 10.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report, including as
described on page 2 of the accounts. Our responsibilities, as independent
auditors, are established by statute, the Auditing Practices Board and our
profession's ethical guidance.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act. We
also report to you if, in our opinion, the directors' report is not consistent
with the financial statements, if the company has not kept proper accounting
records, if we have not received all the information and explanations we require
for our audit, or if information specified by law regarding directors'
remuneration and transactions is disclosed.
We read the other information contained in the Annual Report and consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the company at 31 December 1998 and the loss and cash flows of the
company for the period then ended and have been properly prepared in accordance
with the Companies Act 1985.
PricewaterhouseCoopers
Charted Accountants and Registered Auditors
London
8 March 1999
-3-
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
PROFIT AND LOSS ACCOUNT
For the period from 29 June 1998 to 31 December 1998
Note (Pounds)
Turnover 89,366
Cost of sales (58,816)
--------
Gross profit 30,550
Operating expenses 2 (230,822)
--------
Operating loss before interest and before taxation (200,272)
Interest receivable 3 15,698
Interest payable -
--------
Loss on ordinary activities before taxation 4 (184,574)
Tax on loss on ordinary activities -
--------
Loss on ordinary activities after taxation 11 (184,574)
========
There were no recognised gains or losses in the period other than those shown
above.
There is no difference between the loss before taxation and the retained loss
for the period stated above and their historical cost equivalents.
A statement of movements in shareholders' funds is given in Note 12.
All the above operations were of a continuing nature.
The accompanying notes on pages 8 to 15 form an integral part of these accounts.
4
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
BALANCE SHEET
At 31 December 1998
Note (pounds) (pounds)
Fixed Assets
Tangible assets 7 5,759
Current Assets
Work in progress 398,088
Debtors 8 212,611
Cash at bank and in hand 473,032
---------
1,083,731
Creditors: amount falling due
within one year 9 (674,044)
---------
Net Current Assets 409,687
---------
Total Assets less Current Liabilities 415,446
---------
Net Assets 415,446
=========
Equity Shareholders' Funds
Called up ordinary share capital 10 9,500
Share premium account 10 590,520
Profit and loss account 11 (184,574)
-------- --------
Total Capital and Reserves 415,446
--------
Approved by the board on
and signed on its behalf
/s/ Gary List /s/ Naveen Jain
GC List N Jain
8 March 1999 8 March 1999
The accompanying notes on pages 8 to 15 form an integral part of these accounts.
5
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
CASH FLOW STATEMENT
For the period from 29 June 1998 to 31 December 1998
Cash flow
Notes (Pounds)
Net cash outflow from operating activities 1 (135,850)
Returns on investments and servicing of finance
Interest received 15,698
Interest paid -
---------
Net cash inflow from returns on investments and
servicing of finance 15,698
Capital expenditure
Payments to acquire tangible fixed assets (6,836)
---------
Net cash outflow for capital expenditure (6,836)
---------
Net cash outflow (126,988)
---------
Financing
Issue of ordinary share capital 600,020
---------
Net cash inflow for financing 600,020
Management of liquid resources
Increase in term deposits (500,000)
---------
Net cash outflow from management of
liquid resources (500,000)
Decrease in cash 2 26,968
---------
126,988
=========
6
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE CASH FLOW STATEMENT
For the period from 29 June 1998 to 31 December 1998
1. Reconciliation of operating loss to
net cash flow from operating activities
(Pounds)
Operating loss before interest (200,272)
Depreciation 1,077
Increase in work in progress (398,088)
Increase in debtors (190,217)
Increase in creditors 419,315
Increase in amounts due to related parties 232,335
--------
Net cash outflow from operating activities (135,850)
--------
2. Reconciliation of net cash flow to
movement in funds
(Pounds)
Decrease in cash (26,968)
Increase in short term deposits 500,000
--------
Movement in net funds 473,032
Net funds at 29 June -
--------
Net funds at 31 December 473,032
========
7
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS
For the period from 29 June 1998 to 31 December 1998
1. ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost
convention and in accordance with applicable Accounting Standards in the
United Kingdom. All accounting policies have been applied consistently
throughout the period and are set out below:
a. Turnover
Revenues are derived from short term advertising agreements and recognised
over the term of these agreements.
Where the company receives a fixed fee, guaranteed minimum payments are
recognised over the term of the sales agreements. Revenue earned above the
guaranteed minimum payments are recognised over the term of local
advertising agreements between directory advertisers and directory
publishers.
Where the company receives a fee based on a per impression click through
basis revenues from contracts based on the number of impressions displayed
or click throughs provided are recognised as the services are provided.
Revenues from fixed fee or carriage fee agreements are recognised over the
related contract term. Commissions and transaction fees in excess of the
guaranteed minimums are recognised in the period the transaction occurred.
For carriage fee contracts that are performance based with an established
maximum, the company recognises revenues as services are rendered.
b. Work in progress
Work in progress comprises the commission costs incurred in selling and
processing advertisements. Work in progress is recognised in the profit and
loss account as services are rendered.
c. Fixed assets
Fixed assets are stated at cost, net of depreciation and provision for
permanent diminution in value.
d. Depreciation
Depreciation is provided on a straight line basis at rates calculated to
write-off the cost of each asset over its estimated useful life. The annual
rates for the major classes of tangible fixed assets are as follows:
Computer equipment 33 1/3%
Office furniture and equipment 10 - 20%
8
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
e. Pensions
The company contributes to a pension scheme operated by Thomson
Directories Limited, a shareholder of the company. Pension costs are
charged to the profit and loss account so as to spread the cost (as a level
percentage of salary) over the estimated average service lives of the
employees in the scheme.
f. Taxation
Corporation tax is payable on taxable profits at the rate of 31% for the
year.
g. Deferred taxation
Provision is made for deferred taxation on timing differences except where
it is unlikely that the timing difference will reverse in the foreseeable
future.
h. Foreign currency transactions
Transactions in foreign currencies are recorded at the rate ruling on the
date of the transaction. All foreign exchange differences are taken to the
profit and loss account.
2. NET OPERATING EXPENSES
(Pounds)
Administrative expenses 129,756
Set-up costs 101,066
-------
230,822
-------
3. INTEREST RECEIVABLE
(Pounds)
Interest receivable from
short-term bank deposits 15,698
------
9
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
4. LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
Loss on ordinary activities before taxation
is stated after charging:
(Pounds)
Auditors' remuneration - audit services 5,000
Depreciation of tangible fixed assets 1,077
Staff costs (note 6) 44,022
5. DIRECTORS' EMOLUMENTS
The directors did not receive, nor were they entitled to receive, any
compensation for the period ended 31 December 1998.
6. EMPLOYEES
The average number of persons employed by the company in the United Kingdom
during the period was:
Sales and Marketing 2
--
(Pounds)
Staff costs of all employees:
Wages and salaries 40,747
Social security costs 3,275
------
44,022
------
10
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
7. TANGIBLE ASSETS
Office
furniture & Computer
equipment equipment Total
(Pounds) (Pounds) (Pounds)
Cost at 29 June 1998 - - -
Additions 779 6,057 6,836
--- ----- -----
At 31 December 1998 779 6,057 6,836
--- ----- -----
Depreciation at 29 June 1998 - - -
Provided in period 77 1,000 1,077
--- ----- -----
At 31 December 1998 77 1,000 1,077
Net book value
At 31 December 1998 702 5,057 5,759
--- ----- -----
8. DEBTORS
(Pounds)
Trade debtors 178,880
Amounts owed by related parties 22,394
Prepayments 11,337
-------
212,611
-------
9. CREDITORS
Amounts falling due within one year:
(Pounds)
Trade creditors 8,194
Amount owed to related parties 254,729
Accruals and deferred income 411,121
-------
674,044
=======
11
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
10. SHARE CAPITAL AND SHARE PREMIUM
Authorised (pounds)
725,000 Ordinary Class 'A' shares of (pounds)0.01 each 7,250
725,000 Ordinary Class 'B' shares of (pounds)0.01 each 7,250
50,000 Ordinary Class 'C' shares of (pounds)0.01 each 500
--------
15,000
========
Issued, called up and fully paid (pounds)
475,000 Ordinary Class 'A' shares of (pounds)0.01 each 4,750
475,000 Ordinary Class 'B' shares of (pounds)0.01 each 4,750
--------
9,500
========
Share Premium (pounds)
Excess of subscription price paid
over the nominal value of the shares 590,520
========
During the year 475,000 Class 'A' shares and 475,000 Class 'B' shares were
issued for cash. The nominal value of these shares was (pounds)9,500 and the
consideration received was (pounds)600,020.
The Ordinary Class 'A' shares rank pari passu with the Ordinary Class 'B'
shares and have equal voting rights.
The Ordinary Class 'C' shares rank pari passu with the Ordinary Class 'A'
and 'B' shares, but do not have any dividend or voting rights.
11. PROFIT AND LOSS ACCOUNT
(pounds)
Opening balance -
Retained loss for the period (184,574)
-------
Retained loss at 31 December 1998 (184,574)
=======
12
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
12. RECONCILIATION OF MOVEMENTS AND SHAREHOLDERS'
FUNDS AND RESERVES
(pounds)
Retained loss for the period (184,574)
Net proceeds from issue of ordinary share capital 600,020
-------
Net increase in shareholders' funds 415,446
Opening shareholders' funds -
-------
Closing shareholders' funds 415,446
=======
13. PENSIONS
The company participates in a pension scheme operated by Thomson
Directories Limited. The pension scheme is of the defined benefit type and
its assets are held in a separate trustee administered fund. The trustee
company is Thomson Directories Pension Company Limited, a wholly owned
subsidiary of Thomson Directories Limited, a shareholder of TDL InfoSpace
(Europe) Limited. The fund is valued every three years by a professionally
qualified, independent actuary. The scheme is currently is in surplus and
all related costs in the period have been borne by Thomson Directories
Limited. Particulars of the valuation are held in the accounts of Thomson
Directories Limited. Copies of these accounts can be obtained from the
Company Secretary of Thomson Directories Limited.
14. CAPITAL COMMITMENTS
(pounds)
Capital expenditure commitments
Contracted for but not provided 7,800
=====
15. RELATED PARTY TRANSACTIONS
On 16 July 1998 the company entered into a Database Licence Agreement and a
Technology Licence Agreement with InfoSpace.com, the ultimate holding
company of InfoSpace Investments (UK) Limited, a shareholder of TDL
InfoSpace (Europe) Limited, and during the period paid (pounds)25,000 to
InfoSpace.com in connection with these agreements.
On 16 July 1998 the company entered into a Database Licence Agreement with
Thomson Directories Limited, a shareholder of the company, and during the
period paid (pounds)25,000 to Thomson Directories Limited in connection
with this agreement.
13
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the period from 29 June 1998 to 31 December 1998
On 16 July 1998 the company entered into a Web Site Services Agreement
with Thomson Directories Limited. The company received (pounds)l9,050 in
fees under this agreement during the period and paid Thomson Directories
Limited sales commission of (pounds)456,904.
On 16 July 1998 the company entered into Trade Name Licence Agreements
with InfoSpace.com and Thomson Directories Limited.
The company paid (pounds)29,163 in respect of set-up costs to
InfoSpace.com during the period to 31 December 1998.
The company paid (pounds)60,403 in respect of set-up costs and
(pounds)63,153 in respect of other costs to Thomson Directories Limited
during the period to 31 December 1998.
14
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
REPORT OF THE AUDITORS TO THE MEMBERS OF TDL INFOSPACE (EUROPE) LIMITED
We have audited the financial statements on pages 5 to 15 which have been
prepared under the historical cost convention and the accounting policies set
out on pages 9 and 10.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report, including as
described on page 2, for preparing the financial statements in accordance with
applicable United Kingdom accounting standards. Our responsibilities, as
independent auditors, are established in the United Kingdom by statute, the
Auditing Practices Board and our profession's ethical guidance.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the United Kingdom
Companies Act. We also report to you if, in our opinion, the directors' report
is not consistent with the financial statements, if the company has not kept
proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law
regarding directors' remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report and consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs at 31 December 1999 and its profit and cash flows for
the year then ended and have been properly prepared in accordance with the
United Kingdom Companies Act 1985.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Charted Accountants and Registered Auditors
London
3 May 2000
15
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
PROFIT AND LOSS ACCOUNT
For the year ended 31 December 1999
<TABLE>
<CAPTION>
Note 1999 1998
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover 2,315,357 89,366
Cost of sales (1,728,525) (58,816)
----------- ---------
Gross profit 586,832 30,550
Operating expenses 2 (583,491) (230,822)
----------- ---------
Operating profit/(loss) before interest
and before taxation 3,341 (200,272)
Interest receivable 3 16,852 15,698
----------- ---------
Profit/(loss) on ordinary activities before taxation 4 20,193 (184,574)
Tax on profit/(loss) on ordinary activities - -
----------- ---------
Profit/(loss) on ordinary activities after taxation 11 20,193 (184,574)
=========== =========
</TABLE>
There were no recognised gains or losses in the year other than those shown
above.
There is no difference between the profit/(loss) before taxation and the
retained profit/(loss) for the year stated above and their historical cost
equivalents.
A statement of movements in shareholders' funds is given in Note 12.
All the above operations were of a continuing nature.
The accompanying notes on pages 8 to 15 form an integral part of these accounts.
16
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
BALANCE SHEET
At 31 December 1999
<TABLE>
<CAPTION>
Note 1999 1998
-------------------- ----------------------
(Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Fixed Asets
Tangible assets 7 29,638 5,759
Current Assets
Work in progress 1,529,967 398,088
Debtors 8 1,325,923 212,611
Cash at bank and in hand 565,029 473,032
---------- ---------
3,420,919 1,083,731
Creditors: amount falling due
within one year 9 (3,014,918) (674,044)
---------- ---------
Net Current Assets 406,001 409,687
-------- --------
Total Assets less Current Liabilities 435,639 415,446
-------- --------
Net Assets 435,639 415,446
======== ========
Equity Shareholders' Funds
Called up ordinary share capital 10 9,500 9,500
Share premium account 10 590,520 590,520
Profit and loss account 11 (164,381) (184,574)
-------- --------
Total Capital and Reserves 12 435,639 415,446
======== ========
</TABLE>
Approved by the board
and signed on its behalf
/s/ Gary List /s/ Naveen Jain
GC LIST N JAIN
25 February 2000 2000
The accompanying notes on pages 8 to 15 form an integral part of these accounts.
17
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
CASH FLOW STATEMENT
For the year ended 31 December 1999
<TABLE>
<CAPTION>
Cash flow 1999 1998
Notes (Pounds) (Pounds)
<S> <C> <C> <C>
Net cash inflow/(outflow)
from operating activities 1 106,323 (135,850)
Returns on investments and servicing of finance
Interest received 16,852 15,698
------- --------
Net cash inflow from returns on investments and
servicing of finance 16,852 15,698
Capital expenditure
Payments to acquire tangible fixed assets (31,178) (6,836)
------- --------
Net cash outflow for capital expenditure (31,178) (6,836)
Financing
Issue of ordinary share capital - 600,020
------- --------
Net cash inflow for financing - 600,020
Management of liquid resources
Decrease/(increase) in term deposits 200,000 (500,000)
------- --------
Net cash outflow from management of
liquid resources 200,000 (500,000)
======= ========
Increase/(decrease) in cash 2 291,997 (26,968)
======= ========
</TABLE>
18
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE CASH FLOW STATEMENT
For the year ended 31 December 1999
<TABLE>
<CAPTION>
1999 1998
(Pounds) (Pounds)
<S> <C> <C>
1. Reconciliation of operating profit/(loss) to
net cash flow from operating activities
Operating profit/(loss) before interest and tax 3,341 (200,272)
Depreciation 7,299 1,077
Increase in work in progress (1,131,879) (398,088)
Increase in debtors (115,002) (190,217)
increase in creditors 1,380,790 419,315
(Decrease)/increase in amounts due to related parties (38,226) 232,335
---------- --------
Net cash inflow/(outflow) from operating activities 106,323 (135,850)
========== ========
2. Reconciliation of net cash flow to movement in funds
(Pounds)
Increase/(decrease) in cash 291,997 (26,968)
(Decrease)/increase in short term deposits (200,000) 500,000
---------- --------
Movement in net funds 91,997 473,032
Net funds at 1 January 473,032 -
---------- --------
Net funds at 31 December 565,029 473,032
========== ========
</TABLE>
19
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS
For the year ended 31 December 1999
1. ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost
convention and in accordance with applicable Accounting Standards in the
United Kingdom. All accounting policies have been applied consistently
throughout the period and are set out below:
a. Turnover
Revenues are derived from short term advertising agreements and recognised
over the term of these agreements.
Where the company receives a fixed fee, guaranteed minimum payments are
recognised over the term of the sales agreements. Revenue earned above the
guaranteed minimum payments are recognised over the term of local
advertising agreements between directory advertisers and directory
publishers.
Where the company receives a fee based on a per impression click through
basis revenues from contracts based on the number of impressions displayed
or click throughs provided are recognised as the services are provided.
Revenues from fixed fee or carriage fee agreements are recognised over the
related contract term. Commissions and transaction fees in excess of the
guaranteed minimums are recognised in the period the transaction occurred.
For carriage fee contracts that are performance based with an established
maximum, the company recognises revenues as services are rendered.
b. Work in progress
Work in progress comprises the commission costs incurred in selling and
processing advertisements. Work in progress is recognised in the profit and
loss account as services are rendered.
c. Fixed assets
Fixed assets are stated at cost, net of depreciation and provision for
permanent diminution in value.
d. Depreciation
Depreciation is provided on a straight line basis at rates calculated to
write-off the cost of each asset over its estimated useful life. The annual
rates for the major classes of tangible fixed assets are as follows:
Computer equipment 33 1/3%
Office furniture and equipment 10 - 20%
20
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended 31 December 1999
e. Pensions
The company participated in a pension scheme operated by Thomson
Directories Limited, a related party, for part of the year, Pension costs
are charged to the profit and loss account so as to spread the cost (as a
level percentage of salary) over the estimated average service lives of the
employees in the scheme from 1 April 1999, the company no longer
participates in a pension scheme on its employees behalf (note 13).
f. Taxation
Corporation tax is payable on taxable profits at the rate of 30% (1998 -
31%) for the year.
g. Deferred taxation
Provision is made for deferred taxation on timing differences except where
it is unlikely that the timing difference will reverse in the foreseeable
future.
h. Foreign currency transactions
Transactions in foreign currencies are recorded at the rate ruling on the
date of the transaction. All foreign exchange differences are taken to the
profit and loss account.
2. NET OPERATING EXPENSES
1999 1998
(Pounds) (Pounds)
Administrative expenses 583,491 129,756
Set-up costs - 101,066
------- -------
583,491 230,822
======= =======
3. INTEREST RECEIVABLE
1999 1998
(Pounds) (Pounds)
Interest receivable from
short-term bank deposits 16,852 15,698
======= =======
21
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended 31 December 1999
4. PROFIT/LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
Profit/loss on ordinary activities before taxation is stated after
charging:
1999 1998
(Pounds) (Pounds)
Auditors' remuneration - audit services 11,000 5,000
Depreciation of tangible fixed assets 7,299 1,077
Staff costs (note 6) 272,782 44,022
5. DIRECTORS' EMOLUMENTS
The directors did not receive, nor were they entitled to receive any
compensation for the period ended 31 December 1999 (1998 - Nil).
6. EMPLOYEES
The average number of persons employed by the company in the United
Kingdom during the year was:
1999 1998
Sales and Marketing 7 2
==== ====
1999 1998
(Pounds) (Pounds)
Staff costs of all employees:
Wages and salaries 257,440 40,747
Social security costs 15,342 3,275
------- ------
272,782 44,022
======= ======
22
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended to 31 December 1999
7. TANGIBLE ASSETS
Office
furniture & Computer
equipment equiptment Total
(Pounds) (Pounds) (Pounds)
Cost at 1 January 1999 779 6,057 6,836
Additions - 31,177 31,177
------- -------- --------
At 31 December 1999 779 37,234 38,013
------- -------- --------
Depreciation at 1 January 1999 77 1,000 1,077
Provided in year 156 7,143 7,299
------- -------- --------
At 31 December 1999 233 8,143 8,376
------- -------- --------
Net book value
At 31 December 1999 546 29,092 29,638
======= ======== ========
Net book value
At 31 December 1998 702 5,057 5,759
======= ======== ========
8. DEBTORS
1999 1998
(Pounds) (Pounds)
Trade debtors 213,793 178,880
Amounts owed by related parties 1,020,704 22,394
Prepayments 91,426 11,337
---------- --------
1,325,923 212,611
========== ========
9. CREDITORS
1999 1998
(Pounds) (Pounds)
Amounts falling due within one year:
Trade creditors 1,572 8,194
Amounts owed to related parties 1,214,813 254,729
Accruals and deferred income 1,798,533 411,121
---------- --------
3,014,918 674,044
========== ========
23
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended 31 December 1999
10. SHARE CAPITAL AND SHARE PREMIUM
1999 1998
Authorised (Pounds) (Pounds)
725,000 Ordinary Class 'A' shares of (Pounds)0.01 each 7,250 7,250
725,000 Ordinary Class 'B' shares of (Pounds)0.01 each 7,250 7,250
50,000 Ordinary Class 'C' shares of (Pounds)0.01 each 500 500
------ ------
15,000 15,000
====== ======
Issued, called up and fully paid (Pounds) (Pounds)
475,000 Ordinary Class 'A' shares of (Pounds)0.01 each 4,750 4,750
475,000 Ordinary Class 'B' shares of (Pounds)0.01 each 4,750 4,750
------ ------
9,500 9,500
====== ======
Share Premium (Pounds) (Pounds)
Excess of subscription price paid
over the nominal value of the shares 590,520 590,520
------- -------
During the year share options were granted over 13,700 Ordinary Class 'C'
shares at an exercise price of 63.16 pence per share.
The Ordinary Class 'A' shares rank pari passu with the Ordinary Class 'B'
shares and have equal voting rights.
The Ordinary Class 'C' shares rank pari passu with the Ordinary Class 'A'
and 'B' shares, but do not have any dividend or voting rights.
11. PROFIT AND LOSS ACCOUNT
1999 1998
(Pounds) (Pounds)
Opening balance (184,574) -
Retained profit/(loss) for the period 20,193 (184,574)
-------- --------
Retained loss at 31 December (164,381) (184,574)
======== ========
24
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended 31 December 1999
12. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS
FUNDS AND RESERVES
1999 1998
(Pounds) (Pounds)
Retained profit/(loss) for the period 20,193 (184,574)
Net proceeds from issue of ordinary share capital - 600,020
------- -------
Net increase in shareholders' funds 20,193 415,446
Opening shareholders' funds 415,446 -
------- -------
Closing shareholders' funds 435,639 415,446
======= =======
13. PENSIONS
From 1 January 1999 to 31 March 1999 the company participated in a pension
scheme operated by Thomson Directories Limited. This pension scheme is of
the defined benefit type and its assets are held in a separate trustee
administered fund. The trustee company is Thomson Directories Pension
Company Limited, a wholly owned subsidiary of Thomson Directories Limited,
a related party of TDL Infospace (Europe) Limited. The fund is valued every
three years by professionally qualified, independent actuary. The scheme is
currently in surplus and all related costs in the period have been borne by
Thomson Directories Limited. Particulars of the valuation are held in
the accounts of Thomson Directories Limited. Copies of these accounts can
be obtained by the Company Secretary of Thomson Directories Limited.
From 1 April 1999 the company has ceased participating in a pension scheme
on its employees behalf. The company actively encourages employees to
contribute independently to private pension schemes of their choice.
14. CAPITAL COMMITMENTS
1999 1998
(Pounds) (Pounds)
Capital expenditure commitments contracted
for but not provided - 7,800
======= ======
25
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
NOTES TO THE ACCOUNTS (CONTINUED)
For the year ended 31 December 1999
15. RELATED PARTY TRANSACTIONS
The company has a Database Licence Agreement and a Technology Licence
Agreement with Infospace.com Inc, the ultimate holding company of Infospace
Investments (UK) Limited, a shareholder of TDL Infospace (Europe) Limited,
and during the year paid (Pounds)50,000 (1998 - (Pounds)25,000) to
Infospace.com Inc in connection with these agreements.
Thomson Directories Limited was a shareholder of the company until 29
January 1999 when it sold its share to TDLI.com Limited, a company wholly
owned by the shareholders of TDL Infomedia Limited, the ultimate parent
company of Thomson Directories Limited. The company has a Database Licence
agreement with Thomson Directories Limited and during the year paid
(Pounds)50,000 (1998 - (Pounds)25,000) to Thomson Directories Limited in
connection with this agreement.
The company has a Web Site Services Agreement with Thomson Directories
Limited. The company received (Pounds)100,323 (Pounds) l998 - (Pounds)
19,050) in fees under this agreement and paid Thomson Directories Limited
sales commission of (Pounds)1,728,525 (1998 - (Pounds) 456,904).
The company has a Trade Name Licence Agreement with Infospace.com Inc. and
Thomson Directories Limited.
The company paid (Pounds)NIL (1998 - (Pounds)29,163) in respect of set-up
costs to Infospace.com Inc during the year to 31 December 1999.
The company paid (Pounds)NIL (1998 - (Pounds)60,403) in request of set-up
costs and (Pounds)241,845 (1998 - (Pounds)63,153) in respect of other costs
to Thomson Directories Limited during the year to 31 December 1999.
26
<PAGE>
TDL INFOSPACE (EUROPE) LIMITED
PROFIT AND LOSS ACCOUNT
For the period from January 1, 2000 to August 31, 2000
(Unaudited)
Turnover (Pound)3,249,927
Cost of sales (2,490,025)
---------------
Gross profit 759,902
Operating expenses (731,745)
---------------
Operating profit before interest and before taxation 28,157
Interest receivable 15,509
---------------
Profit on ordinary activities before taxation 43,666
Tax on profit on ordinary activities (3,074)
---------------
Profit on ordinary activities after taxation (Pound)40,592
===============
27
<PAGE>
PRO FORMA FINANCIAL INFORMATION
INFOSPACE, INC. AND TDL INFOSPACE
PRO FORMA SUMMARY COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended September 30, 2000 1999
-------------------------------------------------------------------------
Revenues:
Infospace, Inc. $ 142,488,889 $ 42,188,368
TDL Infospace 1,029,884 555,994
------------- -------------
$ 143,518,773 $ 42,744,362
------------- -------------
Net Loss:
Infospace, Inc. $(186,454,840) $(191,462,269)
TDL Infospace (68,577) (144,621)
Elimination of joint venture
(income) loss (64,207) 100,941
------------- -------------
$(186,587,624 $(191,505,949)
28
<PAGE>
INFOSPACE, INC. AND TDL INFOSPACE
NOTES TO UNAUDITED PRO FORMA SUMMARY COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS
1. The Periods Combined
The InfoSpace, Inc. summary consolidated statement of operations for the
nine months ended September 30, 2000 and 1999 has been combined with the
TDL InfoSpace statement of operations for the nine months ended September
30, 2000 and 1999, as if the acquisition had occurred as of the beginning
of the period.
2. Pro Forma Basis of Presentation
These Unaudited Pro Forma Summary Combined Consolidated Financial
Statements are based on estimates and assumptions. The Unaudited Pro Forma
Summary Combined Consolidated Financial Statements do not purport to be
indicative of the combined financial position or results of operations of
future periods or indicative of the results of operations of future periods
or indicative of the results that actually would have been realized had the
entities been a single entity during these periods.
3. Pro Forma Statement of Operations Adjustments
The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
companies been mergerd for the periods presented.
Pro forma adjustments include certain reclassifications to conform to the
combined presentation. All intercompany entries and accounts have been
eliminated.
InfoSpace accounted for the investment in the TDL InfoSpace joint venture
under the equity method. Pro forma adjustments include the elimination of
the income or loss from the joint venture.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 14, 2000
INFOSPACE, INC.
By: /s/ Tammy D. Halstead
-----------------------------
Name: Tammy D. Halstead
Title: Senior Vice President and
Chief Accounting Officer
30
