INSWEB CORP
8-K, 2000-05-04
BUSINESS SERVICES, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                   May 4, 2000

                Date of report (Date of earliest event reported)


                               ==================

                               INSWEB CORPORATION
             (Exact name of registrant as specified in its charter)



        DELAWARE                          0-26083                 94-3220479
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
Incorporation or organization)                               Identification No.)



               901 Marshall Street, Redwood City, California 94063
                    (Address of principal executive offices)



                                 (650) 298-9100
              (Registrant's telephone number, including area code)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>



Item 5.     Other Events.

A copy of the press release issued by InsWeb Corporation, a Delaware corporation
(the "Company") on April 18, 2000 is filed as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.

Item 7.     Financial Statements and Exhibits.

(c)   Exhibits

99.1              Press Release issued by the Company on April 18, 2000.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


InsWeb Corporation
- ------------------
(Registrant)

Dated:  May 4, 2000                      By: /s/ Marian Taylor
                                         ---------------------------
                                         Name: Marian Taylor
                                         Title: Senior Vice President, Secretary





<PAGE>




                                       EXHIBIT INDEX


Exhibit No.             Description

99.1                    Press Release issued by the Company on April 18, 2000




















<PAGE>

                               INSWEB CORPORATION
                              FOR IMMEDIATE RELEASE

MEDIA RELATIONS CONTACT:
Greg Jones
InsWeb Corporation
650-817-0213
[email protected]

INVESTOR RELATIONS CONTACT:
Alex Wellins, Jennifer Jarman
the blueshirt group
415-217-7722
[email protected]


                INSWEB CORPORATION REPORTS FIRST QUARTER RESULTS

- -        FIRST QUARTER REVENUES INCREASE 160% TO $8.6 MILLION; A NET LOSS OF
         $0.37 PER SHARE IS SLIGHTLY BETTER THAN FIRST CALL'S CONSENSUS
         ESTIMATES

- -        LOWER REVENUES ARE EXPECTED DUE TO A CARRIER'S NON-RENEWAL

- -        THE COMPANY PLANS TO REDUCE WORKFORCE AND IMPLEMENT OTHER
         COST-REDUCTION MEASURES

REDWOOD CITY, Calif., April 18, 2000 - InsWeb Corporation (Nasdaq: INSW), a
leading provider of online insurance services, today reported financial results
for the first quarter ended March 31, 2000. Revenues for the first quarter
totaled $8.6 million, an increase of 160% from revenues of $3.3 million in first
quarter 1999, and a sequential increase of 34% over revenues of $6.4 million in
fourth quarter 1999. InsWeb reported a net loss for the first quarter of $13.1
million, or $0.37 per share, slightly better than First Call's consensus
estimates. This compares to a net loss of $6.0 million, or $0.24 per pro forma
share, for the first quarter of the prior year.

         During first quarter 2000, more than 772,000 shopping sessions were
completed at InsWeb, a 170% increase over the more than 286,000 shopping
sessions completed in first quarter 1999, and a sequential increase of 27% over
the more than 610,000 shopping sessions completed in fourth quarter 1999. InsWeb
recorded more than 3.9 million unique user sessions during the first quarter, an
increase of 225% over the approximately 1.2 million unique user sessions
recorded in the prior year quarter, and a sequential increase of 44% over the
2.7 million unique user sessions in fourth quarter 1999.

         In the coming months, however, InsWeb said it expects a material
decline in revenues. State Farm Insurance, which currently accounts for
approximately 30% of all InsWeb revenues and is the Company's largest customer,
informed InsWeb last Friday, April 14, that it would not renew its participation
agreement with the Company. Effective May 1, State Farm will no longer
participate in InsWeb's marketplaces for auto, term life, homeowners,
condominium and renters insurance.

         With State Farm's non-renewal, auto insurance coverage will no longer
be available to consumers in South Carolina and Vermont, and homeowners and
renters insurance will be available in fewer states. Term life offerings should
not be affected in any state.

         "We believe that State Farm's non-renewal will materially reduce our
revenues for fiscal year 2000, which have grown significantly to this point,"
said Hussein Enan, Chief Executive Officer of InsWeb. "Our preliminary estimate
is that revenues for the second quarter of this year will be approximately $5
million. However, with more than $75 million in cash and short-term investments
on hand, we are confident that we will not require additional cash in the short
term. We are committed to managing our expenses efficiently. Effective
immediately, we are reducing our workforce by about 10%. We also intend to
reduce our sales and marketing expenses to align with revenue expectations,
while retaining our focus on the core business and aggressively pursuing key
initiatives that leverage our technology platform.

         "We will work hard to replace the loss of State Farm with revenues from
other carriers. Naturally, we were surprised and disappointed to learn of State
Farm's decision. In speaking with State Farm representatives, we believe their
reasons for not renewing their contract with InsWeb were specific to their own
distribution model, and, in our view, do not jeopardize the viability of our
online marketplace concept."

         In other recent business developments:

- -        In March, InsWeb unveiled new technology that enables online consumers
         to buy, bind, and print proof of auto coverage. The Company initially
         launched this service in California, and expects to roll out the new
         feature in other


<PAGE>

         states later this year.

- -        InsWeb continued to expand its agency operations. The Company is now
         closing business on behalf of seven auto insurers in several western
         states.

- -        InsWeb recently integrated with three AOL-owned properties - Netscape
         Netcenter, CompuServe and Digital City - as well as with Money.com and
         Capital One. The Company now has more than 180 online marketing and
         distribution partners, including other notable companies such as
         Yahoo!, MSN, Snap and E*TRADE.

- -        Earlier this month, InsWeb and joint venture partner SOFTBANK Finance
         Corp. launched online marketplace InsWeb Japan K.K. (www.insweb.co.jp)
         with five leading auto insurers in the world's second-largest insurance
         market. InsWeb-branded Internet sites currently operate in the U.S. and
         Japan, markets which together account for 56% of all personal and
         commercial premiums worldwide.

- -        The Company added four carriers to its auto and homeowners marketplaces
         in the first quarter.

- -        Also in the first quarter, InsWeb expanded its customer service
         program, enabling consumers to access live, 24x7 support via online
         chat, e-mail and toll-free telephone.

                                  About InsWeb

         InsWeb (www.insweb.com) enables online consumers to compare free,
multiple quotes sponsored by more than 50 of the nation's leading insurers.
Featuring auto, motorcycle, term life, health, homeowners, renters, condo and
pet insurance, InsWeb also provides live, 24x7 customer service, interactive
tools and research capabilities, and is accessible from more than 180 leading
sites, including Yahoo!, MSN, Snap.com, LookSmart, Netscape Netcenter and
E*TRADE. InsWeb's brand and technical platform supports InsWeb Japan K.K., a
joint venture co-founded with SOFTBANK Finance Corp. InsWeb is headquartered in
Redwood City, Calif.

                                      # # #

         This news release contains forward-looking statements reflecting
management's current forecast of certain aspects of the Company's future. It is
based on current information, which we have assessed, but which by its nature is
dynamic and subject to rapid and even abrupt changes. Forward-looking statements
include statements regarding: projected future revenues; optimism about the
results of certain strategic and consumer initiatives; product and technological
implementations; and projected expenditures and growth. The Company's actual
results might differ materially from those stated or implied by such
forward-looking statements due to risks and uncertainties associated with the
Company's business, which include, but are not limited to: variations in
consumer demand or acceptance; the willingness of insurance companies to offer
their products over the Internet; further changes in the Company's relationships
with existing insurance companies and/or strategic partners; the Company's
ability to attract and integrate new insurance companies and strategic partners;
implementation of competing Internet strategies by existing and potential
insurance Company participants; implementation and acceptance of new product or
service offerings, such as binding online, policy fulfillment and other agency
based services; implementation and acceptance of new initiatives in the U.S. and
abroad, such as InsWeb Japan; insurance industry regulation; competition in all
aspects of the Company's business; fluctuations in operating results; or other
unforeseen factors. The forward-looking statements should be considered in the
context of these and other risk factors disclosed in the Company's filings with
the Securities and Exchange Commission.

"INSWEB" is a registered service mark of InsWeb Corporation. All marks above are
those of InsWeb Corporation, except for those of insurance carriers, brokers,
agents, industry organizations, financial institutions, online partners, service
providers, other mentioned companies and educational institutions, which are the
marks of their respective entities.



<PAGE>



                       InsWeb Corporation and Subsidiaries
                 Condensed Consolidated Statements of Operations
                   (In thousands except for per share amounts)

<TABLE>
<CAPTION>

                                                              For the Three Months
                                                                 Ended March 31,
                                                                 ---------------
                                                           2000                    1999
                                                           ----                    ----
                                                                    (unaudited)
<S>                                               <C>                   <C>
Revenues:
    Transaction fees                                $        7,090      $         2,868
    Development and maintenance fees                         1,518                  443
    Other revenues                                               9                    -
                                                  --------------------  ---------------------
                      Total revenues                         8,617                3,311
Operating expenses:
    Product development                                      2,780                1,551
    Sales and marketing                                     14,303                3,849
    General and administrative                               4,809                2,392
    Amortization of intangibles                                782                  782
    Amortization of stock-based compensation                   347                  290
                                                   -------------------  --------------------
                     Total operating expenses               23,021                8,864

                     Operating loss                        (14,404)              (5,553)

Other income                                                    50                   -

Interest income (expense), net                               1,277                 (468)
                                                   -------------------  --------------------
    Net loss                                        $      (13,077)     $        (6,021)
                                                   -------------------  --------------------

Loss per share - basic and diluted                           (0.37)               (0.38)
Shares                                                      34,912               15,976

Loss per share- proforma                                     (0.37)               (0.24)
Shares - Proforma                                           34,912               25,456
</TABLE>

Note: Proforma shares for periods prior to the Company's initial public offering
in July 1999 assume conversion of the then outstanding preferred shares.




<PAGE>



                       InsWeb Corporation and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                 (In thousands)

<TABLE>
<CAPTION>

                                                              March 31,            December 31,
                                                                 2000                  1999
                                                             (Unaudited)
ASSETS
<S>                                                      <C>                   <C>
Current assets:
     Cash and cash equivalents                            $       37,588       $        25,689
     Short-term investments                                       38,669                64,063
                                                         --------------------- ----------------------
             Total cash and short-term investments                76,257                89,752

     Accounts receivable                                           4,697                 4,268
     Prepaid expenses and other current assets                     6,708                 2,974
                                                         --------------------- ----------------------
                              Total current assets                87,662                96,994
     Property and equipment, net                                   8,981                 7,357
     Investment in joint venture                                   1,482                 1,450
     Intangible assets, net                                        4,786                 5,568
     Long term investments                                         4,982                 4,978
     Deposits                                                      1,959                 1,934
                                                         --------------------- ----------------------
                              Total assets                $      109,852       $       118,281
                                                         ===================== ======================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                     $       1,544        $           289
     Accrued expenses                                             5,871                  5,160
     Deferred revenue                                               309                    183
                                                         --------------------- ----------------------
                              Total current liabilities           7,724                  5,632
     Note payable to strategic partner                            1,460                  1,464
                                                         --------------------- ----------------------
                              Total liabilities                   9,184                  7,096


Total stockholders' equity                                      100,668                111,185

                                                         --------------------- ----------------------
     Total liabilities and stockholders' equity           $     109,852        $       118,281
                                                         ===================== ======================
</TABLE>


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