<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[ x ] THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number: 000-26529
AUDIBLE, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 22-3407945
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
65 WILLOWBROOK BLVD. 07470
WAYNE, NEW JERSEY (Zip Code)
(Address of principal executive offices)
(973) 890-4070
(Registrant's telephone number, including area code)
None
(Former name, former address and former
fiscal year - if changed since last report)
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. Yes ___ No X
-
As of August 25, 1999, 25,603,254 shares of common stock ("Common Stock")
of the Registrant were outstanding.
1
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AUDIBLE, INC.
INDEX
FORM 10-Q
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
----
<S> <C>
Item 1. Financial Statements (Unaudited):
Condensed Balance Sheets as of June 30, 1999 and December 31,
1998.............................................................. 3
Condensed Statements of Operations for the three and six months
ended June 30, 1999 and 1998...................................... 4
Condensed Statements of Cash Flows for the six months ended
June 30, 1999 and 1998............................................ 5
Notes to Condensed Financial Statements........................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 10
Item 3. Qualitative and Quantitative Disclosure about Market Risk......... 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................. 18
Item 2. Changes in Securities............................................. 18
Item 3. Defaults Upon Senior Securities................................... 18
Item 4. Submission of Matters to a Vote of Securities Holders............. 19
Item 5. Other Information................................................. 19
Item 6. Exhibits and Reports on Form 8-K.................................. 19
Signatures..................................................................... 22
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
AUDIBLE, INC.
CONDENSED BALANCE SHEETS
-------------
<TABLE>
<CAPTION>
As of As of
June 30, 1999 December 31, 1998
---------------- ---------------------
Assets (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................ $ 7,216,065 $ 10,526,299
Accounts receivable, net................................................. 461,296 8,516
Advance royalty payments................................................. 172,836 228,402
Prepaid expenses......................................................... 581,626 102,916
Inventory................................................................ 81,533 129,535
---------------- -------------------
Total current assets................................................... 8,513,356 10,995,668
Property and equipment, net................................................ 483,418 397,837
Note receivable due from stockholder....................................... 100,000 100,000
Other assets............................................................... 95,273 106,153
---------------- -------------------
Total assets........................................................... $ 9,192,047 $ 11,599,658
================ ===================
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable......................................................... $ 762,551 $ 482,971
Accrued expenses and compensation........................................ 525,872 471,753
Current maturities of obligations under capital leases................... 471,224 471,224
Advances, current........................................................ 876,527 491,304
---------------- -------------------
Total current liabilities.............................................. 2,636,174 1,917,252
Deferred compensation...................................................... 229,373 167,318
Advances, net of current................................................... 630,430 1,008,696
Obligations under capital leases, net of current maturities................ 62,174 310,507
Redeemable convertible preferred stock (non-cumulative).................... 28,719,126 27,724,654
Stockholders' deficit:
Common stock, par value $.01. 50,000,000 and 16,000,000 shares
authorized, 7,602,269 and 7,394,355 shares issued and outstanding as of
June 30, 1999 and December 31, 1998 respectively.......................... 76,023 73,944
Additional paid-in capital............................................... 1,384,696 1,162,420
Notes due from stockholders for common stock............................. (1,057,525) (1,040,158)
Accumulated deficit...................................................... (23,488,424) (19,724,975)
---------------- ------------------
Total stockholders' deficit............................................ (23,085,230) (19,528,769)
---------------- ------------------
Total liabilities and stockholders' deficit.............................. $ 9,192,047 $ 11,599,658
================ ==================
</TABLE>
See accompanying notes to condensed financial statements.
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AUDIBLE, INC.
CONDENSED STATEMENTS OF OPERATIONS
-------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1999 1998 1999 1998
--------------- ---------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
Content and services......................... $ 91,818 $ 17,674 $ 149,700 $ 47,852
Hardware..................................... 123,591 71,296 180,764 161,584
Other........................................ 313,043 0 513,043 0
----------- ----------- ----------- -----------
Total revenue............................... 528,452 88,970 843,507 209,436
----------- ----------- ----------- -----------
Operating expenses:
Cost of content and services revenue......... 161,656 87,048 313,838 162,491
Cost of hardware revenue..................... 129,987 151,416 193,026 406,842
Production expenses.......................... 722,807 366,975 1,217,419 852,577
Research and development..................... 427,322 378,051 747,756 767,318
Sales and marketing.......................... 903,195 229,693 1,299,293 501,734
General and administrative................... 543,564 509,333 974,131 989,886
----------- ----------- ----------- -----------
Total operating expenses.................... 2,888,531 1,722,516 4,745,463 3,680,848
----------- ----------- ----------- -----------
Loss from Operations........................ (2,360,079) (1,633,546) (3,901,956) (3,471,412)
Total other (income) expense................ (71,062) 12,173 (138,507) 18,077
----------- ----------- ----------- -----------
Net loss.................................... $(2,289,017) $(1,645,719) $(3,763,449) $(3,489,489)
=========== =========== =========== ===========
Basic and diluted net loss per common share... $ (0.30) $ (0.23) $ (0.50) $ (0.51)
=========== =========== =========== ===========
Weighted average shares outstanding........... 7,602,269 7,036,055 7,527,167 6,797,172
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements
4
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AUDIBLE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
-------------------------
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------------
1999 1998
------------------- ------------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................................................ $(3,763,449) $(3,489,489)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization...................................................... 180,154 342,441
Services rendered for common stock................................................. - 16,250
Non-cash compensation charge....................................................... 166,272 -
Cancellation of common stock issued for services rendered.......................... (1,250) -
Deferred compensation.............................................................. 62,055 9,843
Changes in assets and liabilities:
Increase in accounts receivable.................................................. (452,780) (3,142)
Decrease in advance royalty payments............................................. 55,566 71,797
(Increase) in prepaid expenses................................................... (478,710) (9,184)
Decrease (increase) in inventory................................................. 48,002 (252,198)
Decrease in other assets......................................................... 10,880 62,098
Increase (decrease) in accounts payable.......................................... 279,580 (54,400)
Increase (decrease) in accrued expenses and compensation......................... 54,119 (126,041)
Increase in advances............................................................. 6,957 -
----------- ------------
Net cash used in operating activities........................................... (3,832,604) (3,432,025)
----------- ------------
Cash flows from investing activities:
Purchases of property and equipment................................................. (265,735) (11,270)
----------- ------------
Net cash used in investing activities........................................... (265,735) (11,270)
----------- ------------
Cash flows from financing activities:
Proceeds from issuance of Series D redeemable convertible preferred
stock, net of issuance costs....................................................... 994,472 4,287,537
Payments received on notes due from stockholders for common stock................... 41,966 6,130
Payment of principal on obligations under capital leases............................ (248,333) (195,104)
----------- ------------
Net cash provided by financing activities....................................... 788,105 4,098,563
----------- ------------
Increase (decrease) in cash and cash equivalents................................ (3,310,234) 655,268
Cash and cash equivalents at beginning of period..................................... 10,526,299 646,186
----------- ------------
Cash and cash equivalents at end of period........................................... $ 7,216,065 $ 1,301,454
=========== ============
</TABLE>
See accompanying notes to condensed financial statements.
5
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AUDIBLE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1999 and 1998
(1) Initial Public Offering
On July 15, 1999, the Company completed an initial public offering (IPO) of
4,600,000 shares of common stock at $9.00 per share. Total proceeds to the
Company were approximately $36.8 million, net of underwriting discounts and
commissions of approximately $2.9 million and offering costs of approximately
$1.7 million. Concurrent with the IPO, all shares of the Company's redeemable
convertible preferred stock were converted into 13,400,996 shares of common
stock.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed financial statements as of June 30, 1999 and for
the three and six months ended June 30, 1999 and June 30, 1998 are unaudited
and, in the opinion of management, include all adjustments (consisting of
normal recurring adjustments and accruals) necessary to present fairly the
results for the periods presented in accordance with generally accepted
accounting principles. Operating results for the three and six months ended
June 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. These financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1998 from the Company's Registration
Statement Form S-1 (333-76985).
Audible was incorporated in 1995, and commenced commercial operations in
October 1997, and through March 31, 1999, was in the development stage for
financial reporting purposes. Subsequent to March 31, 1999, Audible
substantially completed its development efforts in establishing its business
and accordingly is no longer considered a development stage company.
Reclassifications
Certain items in the December 31, 1998 Balance Sheet have been reclassified
to conform with the June 30, 1999 presentation.
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per common share is presented in accordance with
the provisions of SFAS No. 128, "Earnings Per Share." Basic net loss per
common share excludes dilution for common stock equivalents and is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted net loss per
common share reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock and resulted in the issuance of common stock. Diluted net loss per
common share is equal to basic net loss per common share, since all common
stock equivalents are antidilutive for each of the periods presented.
6
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AUDIBLE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1999 and 1998
Diluted net loss per common share for the three and six months ended June
30, 1999 does not include the effects of options to purchase 903,450 shares of
common stock; warrants to purchase 1,675,001 shares of common stock; warrants
to purchase 94,904 shares of preferred stock; and 13,400,996 shares of
convertible preferred stock on an "as-if" converted basis; as the effect of
their inclusion is antidilutive during the periods. Diluted net loss per
common share for the three and six months ended June 30, 1998 does not include
the effects of warrants to purchase 675,001 shares of common stock; warrants
to purchase 94,904 shares of preferred stock; and 9,276,000 shares of
convertible preferred stock on an "as-if" converted basis; as the effect of
their inclusion is antidilutive during the periods.
(3) Stockholders' Equity
Stock Split
On May 26, 1999, the Company affected a three-for-two stock split to all
stockholders of record at the close of business on May 26, 1999. Accordingly,
all share and per share data in the accompanying financial statements have
been adjusted retroactively to reflect the split.
Common Stock
In 1998, the Company increased the number of shares of common stock
authorized from 12,000,000 to 16,000,000. In April 1999, the Company increased
the number of shares of common stock authorized to 50,000,000. As of June 30,
1999 and as of December 31, 1998, the Company had 7,602,269 and 7,394,355,
respectively, common stock shares issued and outstanding and 13,495,900 and
13,120,905 common stock shares, respectively, reserved for conversion of
Series A convertible preferred stock, Series B convertible preferred stock,
Series C convertible preferred stock, Series D convertible preferred stock and
related convertible preferred stock warrants. As of June 30, 1999 and as of
December 31, 1998, the Company had 1,675,001 and 675,001 common stock shares,
respectively, reserved for common stock warrants and 903,450 and no common
stock shares, respectively, reserved for common stock options. All shares of
preferred stock were converted into 13,400,996 shares of common stock at the
closing of the Company's IPO.
In March 1999, the Company issued common shares to employees at a price
less than the fair value of the stock at the time of issuance. These shares,
which are subject to vesting of over four years, were paid for by full
recourse promissory notes executed by the employees. The difference between
the fair value and the issue price of these common shares will be recorded as
an expense over the term of the vesting schedule. During the six months ended
June 30, 1999, $72,577 of this expense was recognized. During the six months
ended June 30, 1998, all common shares issued by the Company to employees were
issued at the fair value of the stock at the time of issuance.
In April 1999, the Company established the 1999 Stock Incentive Plan (the
"Plan") and has reserved 9,000,000 shares to be issued under the Plan. The
Plan permits the granting of stock options, stock appreciation rights,
restricted or unrestricted stock awards, phantom stock, performance awards and
other stock-based awards. As of June 30, 1999, options to purchase 903,450
shares have been granted under this Plan.
7
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AUDIBLE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
(4) Redeemable Convertible Preferred Stock
In February 1998, the Company authorized 1,375,000 shares of Series D
convertible preferred stock. The number of shares of Series D convertible
preferred stock authorized was increased to 4,375,000 in December 1998. In
February, June and December 1998, the Company issued an aggregate of 3,850,000
shares of Series D convertible preferred stock at $4.00 per share for
aggregate net proceeds of $15,347,009. On February 9, 1999, the Company issued
250,000 shares of Series D convertible preferred stock at $4.00 per share, for
net proceeds of $994,472. Each holder of outstanding shares of Series D
convertible preferred stock has voting rights equal to the number of shares of
common stock into which the Series D convertible preferred stock are
convertible, which is a 3 for 2 share basis, subject to certain adjustments
for antidilution, at the option of the stockholder, as defined in the
Company's Certificate of Incorporation, as amended.
(5) Microsoft Agreement
In November 1998, the Company entered into a five-year agreement with
Microsoft. The agreement provides for services related to integration of
products, the granting of various rights and licenses, and the provision for
Microsoft to be paid future royalties for content distributed as a result of
the software developed in the agreement. Under the terms of the agreement,
Microsoft committed a minimum of $2.0 million in payments to the Company to
integrate certain products and acquire various rights and licenses.
Microsoft advanced Audible $1,500,000 in November 1998 in consideration of
Audible granting Microsoft the right to distribute software enabling users of
Microsoft platforms to access and use Audible content. $50,000 of this advance
was allocated to certain development work and will be recognized upon its
completion. $1,450,000 of this advance will be recognized as revenue on a
straight line basis through the initial term of the agreement, which runs
through the second quarter of 2001 beginning in the quarter ended June 30,
1999. $63,043 of this advance was recognized during the six months ended June
30, 1999.
Audible will pay Microsoft a royalty on content licensed and distributed by
Audible to each end user that accesses its content using the developed
software. Royalties will be recognized during the period that the related
content revenue is earned. Through the period ended June 30, 1999, Audible had
not recognized any royalties under this agreement.
Also under the agreement, during the six months ended June 30, 1999 Audible
(i) has performed technology integration services for which the Company has
recognized revenue of $200,000, and (ii) has delivered a license for certain
technology rights for which the Company has recognized revenue of $250,000.
The Company will deliver 300 Audible MobilePlayers in exchange for $50,000 and
will recognize the related revenue when shipped. Microsoft has options under
the agreement to acquire additional rights and licenses and extend the term of
the agreement for additional financial consideration.
In April 1999, in connection with an amendment to the agreements with
Microsoft, the Company issued to Microsoft a warrant which expires November
18, 2003 to purchase 100,000 shares of common stock at the IPO price. The fair
value of this warrant is being amortized as an expense on a straight-line
basis over the same period as the $1,450,000 advance described above. During
the six months ended June 30, 1999, $22,405 of this expense was recorded.
8
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AUDIBLE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1999 and 1998
(6) Services Agreement
In June 1999, in connection with a services agreement, the Company issued a
warrant to purchase 150,000 shares of common stock at $0.01 per share, which
is fully vested, and a warrant to purchase 500,000 shares of common stock at
$8.00 per share, which is subject to vesting over a three year period. The
agreement allows for an additional warrant to purchase 250,000 shares of
common stock at $8.00 per share upon extension of the agreement for an
additional year also subject to vesting. The fair value of these warrants is
being amortized as an expense on a straight-line basis over the initial term
of the service agreement of three years. During the six months ended June 30,
1999, $71,290 of this expense was recorded.
9
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our audited financial
statements and notes thereto appearing in our Registration Statement Form S-1
(333-76985). This discussion and analysis contains forward-looking statements
that involve risks and uncertainties. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of a
number of factors.
Overview
We provide Internet-delivered premium spoken audio content for playback on
personal computers and hand-held electronic devices. We have the largest and
most diverse collection of premium digital spoken audio content available for
purchase and download from the Internet, most of which is currently available
only at our Web site audible.com.
In order to test consumer behavior, demonstrate to content providers the
viability of digital distribution of audio content and test our business model,
we designed, created and sold limited numbers of our own Internet-enabled mobile
audio playback device, the Audible MobilePlayer. Sales of the MobilePlayer
accounted for 77% of our revenue for the six months ended June 30, 1998, and 21%
of the revenue for the six months ended June 30, 1999. We expect this revenue to
decrease and eventually phase out because production of the player was
discontinued in April 1999 and we expect to sell the majority of our remaining
inventory by the end of 1999. Our primary focus is the aggregation and delivery
of digital spoken audio content, and, in the future, we will depend upon
computer and consumer electronics companies to manufacture and sell devices that
are promoted as AudibleReady. The first of these devices became commercially
available in March 1999. Revenue from the sale of audio content through our Web
site has increased in each of the last four quarters. We expect that trend to
continue and, over the next several quarters, sales of audio content will
increase and eventually account for the majority of our revenue. As of June 30,
1999, more than 5,700 customers had purchased content from our Web site.
Although we have experienced revenue growth in our content sales in recent
periods, there can be no assurance that such growth rates are sustainable, and
therefore such growth rates should not be considered indicative of future
operating results. There can also be no assurance that we will be able to
continue to increase our revenue or attain profitability or, if increases in
revenue and profitability are achieved, that they can be sustained. We believe
that period-to-period comparisons of our historical operating results are not
meaningful and should not be relied upon as an indication of future performance.
We recognize revenue from content sales in the period when content is
downloaded. Typically, we pay our content providers a 12% royalty based upon net
sales of the content downloaded by our customers. Some of our content agreements
require us to make advance royalty payments for minimum guarantees which are
amortized on a straight-line basis over the term of the agreement or are
expensed as royalties are earned, whichever is sooner.
We recognize revenue from subscriptions pro rata over the subscription
term. Royalty expense on subscriptions is currently accrued on the full
subscription price in the month the subscription is purchased. We plan to
implement a financial reporting system that will allow us to pro rate the
accrual on the subscription royalty over the term of the subscription.
We recognize revenue from sales of the Audible MobilePlayer upon shipment.
We recognize revenue from audio production and hosting services which we provide
to corporations as the services are performed.
10
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We are party to several joint marketing agreements, with device
manufacturers including Casio, Compaq, Diamond Multimedia, Everex and Philips.
Under these agreements, our device manufacturers may receive a portion of the
revenue generated over a specified period of time by each new Audible customer
referred by them through the purchase of a new device. These revenue sharing
arrangements typically last one or two years from the date the device user
becomes an Audible customer.
We have incurred significant losses since inception, and as of June 30,
1999, we had an accumulated deficit of approximately $23.5 million. We believe
that our success will depend largely on our ability to extend our leadership
position as a provider of premium digital spoken audio content over the
Internet. Accordingly, we plan to invest heavily in sales and marketing and
content acquisition and production over the next several quarters, to add
additional personnel and to make capital expenditures to upgrade our systems
capacity.
Results of Operations
The following table sets forth certain financial data for the periods
indicated as a percentage of total revenue for the three and six months ended
June 30, 1999 and 1998.
<TABLE>
<CAPTION>
=================================================================================================
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1999 1998 1999 1998
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
Content and services....................... 17% 20% 18% 23%
Hardware................................... 24 80 21 77
Other...................................... 59 0 61 0
Total revenue........................... 100% 100% 100% 100%
Operating expenses:
Cost of content and services revenue....... 30 98 37 78
Cost of hardware revenue................... 25 170 23 194
Production expenses........................ 137 412 144 407
Research and development................... 81 425 89 366
Sales and marketing........................ 171 258 154 240
General and administrative................. 103 573 116 473
Total operating expenses................ 547 1,936 563 1,758
Loss from operations......................... (447) (1,836) (463) (1,658)
Other (income) expense:
Total other (income) expense............ (14) 14 (17) 8
Net loss..................................... (433)% (1,850)% (446)% (1,666)%
=================================================================================================
</TABLE>
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998.
Total revenue. Total revenue for the three months ended June 30, 1999, was
$528,000, as compared to $89,000 for the three months ended June 30, 1998, an
increase of $439,000, or 493%.
Content and services. Content and services revenue for the three months ended
June 30, 1999, was $92,000, as compared to $18,000 for the three months ended
June 30, 1998, an increase of $74,000, or 411%. Content and services revenue
increased primarily as a result of our increased customer base.
Hardware. Hardware revenue for the three months ended June 30, 1999, was
$124,000, as compared to $71,000 for the three months ended June 30, 1998, an
increase of $53,000, or 75%. Hardware revenue increased as a result of selling a
higher quantity of the Audible MobilePlayer. However, we expect hardware revenue
to decrease as we sell the remaining inventory of MobilePlayers.
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Other. Other revenue for the three months ended June 30, 1999, was $313,000,
as compared to no other revenue for the three months ended June 30, 1998. All of
the other revenue was generated in connection with our agreement with Microsoft
Corporation. Revenue for the three month period consisted of $250,000 in
nonrecurring revenue for delivery of a license for certain technology rights;
and $63,000 relating to amortization of revenue from the advance for granting
Microsoft the right to distribute software enabling users of Microsoft platforms
to access and use Audible content.
Operating expenses.
Cost of content and services revenue. Cost of content and services revenue
consists primarily of the amortization of minimum guarantees and royalties
earned in excess of the amortized guaranteed amount. These minimum guarantees
consist of advance royalties paid or guaranteed to be paid to our content
providers regardless of the amount of content sold by us during that period.
These amounts are amortized on a straight-line basis over the terms of the
content agreements or are expensed as royalties when earned, whichever is
sooner. Cost of content and services revenue was $162,000, or 176% of content
and services revenue, for the three months ended June 30, 1999, as compared to
$87,000, or 483% of content and services revenue, for the three months ended
June 30, 1998. This increase was primarily due to the acquisition of additional
content licenses which resulted in amortization of new content agreement
guarantees. The decrease of cost of content and services revenue as a percentage
of content and services revenue is a result of the amortized guaranteed amount
being applied to an increased content and services revenue amount.
Cost of hardware revenue. Cost of hardware revenue consists primarily of the
cost of manufacturing the Audible MobilePlayers sold, write-downs of
MobilePlayers in inventory to their estimate net realizable value, packaging and
collateral material, and fulfillment and shipping costs. Cost of hardware
revenue was $130,000, or 105% of hardware revenue, for the three months ended
June 30, 1999, as compared to $151,000, or 213% of hardware revenue, for the
three months ended June 30, 1998. This decrease was primarily due to the
discontinuation of production of the MobilePlayer and the subsequent write-down
of units produced to their net realizable value.
Production expenses. Production expenses consist primarily of personnel and
outsourced costs to support our infrastructure and systems including out Web
site, internal data communications, audio production activities and acquisition
of content. Production expenses were $723,000 for the three months ended June
30, 1999, as compared to $367,000 for the three months ended June 30, 1998, an
increase of $356,000, or 97%. This increase was primarily due to increased audio
production.
Research and development. In 1999 research and development expenses consist of
costs incurred in the development of our Web site and AudibleManager, the
software that enables customers to download and manage audio content, and the
development of other Audible Ready applications. In 1998 research and
development costs consisted primarily of costs incurred under agreements for the
continued design and manufacture of the Audible MobilePlayer, development of our
Web site and AudibleManager 1.0. Research and development costs were $427,000
for the three months ended June 30, 1999, as compared to $378,000 for the three
months ended June 30, 1998, an increase of $49,000, or 13%. This increase was
primarily due to increased personnel and outsourced costs in the development of
AudibleManager 2.0 and new AudibleReady formats.
Sales and marketing. Sales and marketing expenses consist primarily of
personnel costs, advertising, travel, promotional materials, tradeshows, public
relations and customer service. Sales and marketing expenses were $903,000 for
the three months ended June 30, 1999, as compared to $230,000 for the three
months ended June 30, 1998, an increase of $673,000, or 293%. This increase was
primarily due to an increase in personnel and advertising costs.
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General and administrative. General and administrative expense consists
primarily of administrative and business development personnel costs, legal and
accounting fees, recruiting costs and facility costs. General and administrative
expense was $544,000 for the three months ended June 30, 1999, as compared to
$509,000 for the three months ended June 30, 1998, an increase of $35,000, or
7%. This increase was primarily due to higher professional fees during the
period.
Other (income) expense. Other (income) expense consists primarily of interest
income earned on our cash and cash equivalents balances, and interest expense
paid in connection with a capital equipment lease line. Interest income was
$84,000 for the three months ended June 30, 1999, as compared to $16,000 for the
three months ended June 30, 1998, an increase of $68,000. This increase was
primarily due to additional interest income resulting from a higher average cash
and cash equivalent balance during the three months ended June 30, 1999.
Interest expense was $13,000 for the three months ended June 30, 1999, as
compared to $28,000 for the three months ended June 30, 1998, a decrease of
$15,000. This decrease was primarily due to the lower principal balance on our
capital equipment lease line.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998.
Total revenue. Total revenue for the six months ended June 30, 1999, was
$844,000, as compared to $209,000 for the six months ended June 30, 1998, an
increase of $635,000, or 304%.
Content and services. Content and services revenue for the six months ended
June 30, 1999, was $150,000, as compared to $48,000 for the six months ended
June 30, 1998, an increase of $102,000, or 213%. Content and services revenue
increased primarily as a result of the our increased customer base.
Hardware. Hardware revenue for the six months ended June 30, 1999, was
$181,000, as compared to $162,000 for the six months ended June 30, 1998, an
increase of $19,000, or 12%. Hardware revenue increased as a result of selling a
higher quantity of the Audible MobilePlayer. However, we expect hardware revenue
to decrease as we sell the remaining inventory of MobilePlayers.
Other. Other revenue for the six months ended June 30, 1999, was $513,000, as
compared to no other revenue for the six months ended June 30, 1998. All of the
other revenue was generated in connection with our agreement with Microsoft
Corporation. Revenue for the six month period consisted of $200,000 for services
provided to create an AudibleReady software player for Microsoft's Windows CE
product; $250,000 for delivery of a license for certain technology rights; and
$63,000 relating to amortization of revenue from the advance for granting
Microsoft the right to distribute software enabling users of Microsoft platforms
to access and use Audible content. During the six months ended June 30, 1999,
$450,000 of the other revenue is considered nonrecurring.
Operating expenses
Cost of content and services revenue. Cost of content and services revenue was
$314,000, or 209% of content and services revenue, for the six months ended June
30, 1999, as compared to $162,000, or 338% of content and services revenue, for
the six months ended June 30, 1998. This increase was primarily due to the
acquisition of additional content licenses which resulted in additional
amortization of new content agreement guarantees.
Cost of hardware revenue. Cost of hardware revenue was $193,000, or 107% of
hardware revenue, for the six months ended June 30, 1999, as compared to
$407,000, or 251% of hardware revenue, for the six months ended June 30, 1998.
This decrease was primarily due to the discontinuation of production of the
MobilePlayer and the subsequent write-down of units produced to their net
realizable value.
13
<PAGE>
Production expenses. Production expenses were $1,217,000 for the six months
ended June 30, 1999, as compared to $853,000 for the six months ended June 30,
1998, an increase of $364,000, or 43%. This increase was primarily due to
increased audio production, and expenses to support and expand our
infrastructure and systems.
Research and development. Research and development costs were $748,000 for the
six months ended June 30, 1999, as compared to $767,000 for the six months ended
June 30, 1998, a decrease of $19,000, or 3%. This decrease was primarily due to
reduced costs resulting from discontinuing the design of the Audible
MobilePlayer, offset by increased personnel and outsourced costs in the
development of new AudibleReady formats.
Sales and marketing. Sales and marketing expenses were $1,299,000 for the six
months ended June 30, 1999, as compared to $502,000 for the six months ended
June 30, 1998, an increase of $797,000, or 159%. This increase was primarily due
to an increase in personnel and advertising costs.
General and administrative. General and administrative expense was $974,000
for the six months ended June 30, 1999, as compared to $990,000 for the six
months ended June 30, 1998, a decrease of $16,000, or 2%. This decrease was
primarily due to reduced administrative personnel costs as a result of lower
headcount during much of the period.
Other (income) expense. Interest income was $166,000 for the six months ended
June 30, 1999, as compared to $27,000 for the six months ended June 30, 1998, an
increase of $139,000. This increase was primarily due to additional interest
income resulting from a higher average cash and cash equivalent balance during
the six months ended June 30, 1999. Interest expense was $28,000 for the six
months ended June 30, 1999, as compared to $45,000 for the six months ended June
30, 1998, a decrease of $17,000. This decrease was primarily due to the lower
principal balance on the capital equipment lease line.
Factors Affecting Operating Results
Our operating results have varied on a quarterly basis during our short
operating history and may fluctuate significantly in the future as a result of a
variety of factors, many of which are outside of our control. Factors that may
affect our quarterly operating results include but are not limited to: (1) the
demand for the Audible service; (2) the availability of premium audio content;
(3) sales and consumer usage of AudibleReady devices; (4) the introduction of
new products or services by a competitor; (5) the cost and availability of
acquiring sufficient web site capacity to meet our customers' needs; (6)
technical difficulties with our computer system or the Internet or system
downtime; (7) the cost of acquiring audio content; (8) the amount and timing of
capital expenditures and other costs relating to the expansion of our
operations; and (9) general economic conditions and economic conditions specific
to electronic commerce and online media. In the past, we have experienced
fluctuations in demand for the Audible service based on the level of marketing
expenditures, the occurrence of external publicity and the quality of our
software and Web site. Any one of these factors could cause revenue and
operating results to vary significantly in the future. In addition, as a
strategic response to changes in the competitive environment, we may from time
to time make pricing, service or marketing decisions or acquisitions that could
cause significant declines in our quarterly operating revenue.
14
<PAGE>
Liquidity and Capital Resources
From inception, we have financed our operations through private sales of our
redeemable convertible preferred stock and warrants. Net proceeds from inception
to June 30, 1999 are approximately $28.7 million. At June 30, 1999, our
principal source of liquidity was approximately $7.2 million of cash and cash
equivalents.
At June 30, 1999, our commitments consisted of principal payments under a
capital lease line, which allows us to purchase up to $1.8 million of
equipment, operating lease commitments, contractual commitments with content
providers and revenue sharing commitments pursuant to agreements with device
manufacturers. At June 30, 1999, we had leased approximately $1.2 million in
equipment on our lease line and had an outstanding balance of approximately
$533,000. During 1998, we had a $1.0 million bank line of credit agreement to
provide letters of credit which expired in April 1999 and under which we did not
draw any amounts. This credit agreement was not renewed nor replaced.
Net cash used in operating activities was $3.4 million for the six months
ended June 30, 1998. Net cash used during the period was primarily attributable
to net losses in the period and increased inventory. Net cash used in operating
activities for the six months ended June 30, 1999 was $3.8 million. Net cash
used in the period was primarily attributable to net losses in the period and
increased prepaid expenses and accounts receivable, offset by higher accounts
payable.
Net cash used in investing activities was $11,000 for the six months ended
June 30, 1998 and $266,000 for the six months ended June 30, 1999. Net cash used
in investing activities during both periods was related to purchases of property
and equipment.
Net cash provided by financing activities was $4.1 million for the six months
ended June 30, 1998 and $788,000 for the six months ended June 30, 1999. Net
cash provided by financing activities during both periods resulted primarily
from the issuance of redeemable convertible preferred stock offset by capital
lease payments.
We believe the net proceeds from our IPO offering in July 1999, together with
our current cash and cash equivalents, will be sufficient to meet our
anticipated cash requirements for at least the next 12 months. We plan to use
the proceeds from our IPO to increase our sales and marketing efforts, acquire
new content, acquire companies or technologies, extend arrangements with current
content providers, add additional personnel and make capital expenditures to
upgrade systems capacity. Our current plans provide that approximately $6.0
million of the net proceeds from the IPO has been allocated for marketing
activities, approximated $5.0 million for acquisition and production of new
audio content, and the remaining $25.8 million of the proceeds from the IPO will
be available for use at the discretion of our management. In the future, we may
need to raise additional funds through public or private financing, or other
arrangements. We have no assurance that such additional financing, if needed,
will be available on terms favorable to us or to our stockholders.
Year 2000 Readiness
General
Many of the world's computer systems (including those in non-information
technology equipment and systems) currently record years in a two-digit format.
If not addressed, these computer systems will be unable to properly interpret
dates beyond the year 1999, which could lead to business disruptions. The
potential costs and uncertainties associated with the Year 2000 issue will
depend on a number of factors, including software, hardware and the nature of
the industry in which a company operates.
15
<PAGE>
We have instituted a company-wide project for addressing the Year 2000 issue.
We are integrating this project with a project involving the upgrade of our Web
site. The Year 2000 project is divided into two parts--System Infrastructure
Upgrades and Vendor Compliance. These sections are discussed separately below.
The project is on schedule for completion by the end of October 1999.
System Infrastructure Upgrades
We intend to achieve Year 2000 compliance for our internal systems by the end
of October 1999. Our limited number of personal computers and application
systems are anticipated to facilitate rapid progress toward Year 2000
compliance. We are in the process of upgrading to more recent versions of
operating systems software that are Year 2000 compliant.
Our Year 2000 plan incorporates the following steps:
. update the inventory of computer hardware, software and miscellaneous
network components,
. evaluate application development environment compliance,
. conduct overall assessment of systems infrastructure compliance,
. complete business risk analysis,
. take remedial actions (upgrade, repair, replace, retire or retain),
. test all upgrades and development, and
. develop appropriate contingency plans, and develop and implement
regimes to test Year 2000 compliance for mission-critical systems.
We are at the remedial action stage, and currently anticipate completion of
this process by the end of October 1999 in order to avoid Year 2000 impact on
our systems.
Vendor Compliance
This part of our plan includes identifying and prioritizing critical suppliers
of technology and communicating with them about their plans and progress in
addressing the Year 2000 problem. This process includes not only manufacturers
with which we have agreements, but also providers of insurance, financial and
other services.
Our vendor compliance program includes the following steps:
. catalog and classify all vendors,
. on-site review and testing of out-sourced services or systems,
. review responses from vendors to determine the level of compliance,
. determine the timing, method and cost of vendor solutions,
. assess vendor Year 2000 compliance and business risks, and
. develop remedial actions or contingency plans, as necessary.
16
<PAGE>
We are at the remedial action stage of this program. Achievement of vendor
Year 2000 compliance is anticipated to be an on-going effort during 1999. The
current target is to achieve compliance or complete contingency plans by the end
of October 1999.
Costs
The estimated cost to compete the Year 2000 compliance project is
approximately $100,000, not including software and hardware upgrades already
budgeted as part of our next generation Web site. These costs are expected to be
incurred throughout 1999. These costs will be incurred primarily for the use of
outside consultants, setting up Year 2000 testing environments and the
replacement of existing software and hardware.
Risks
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, our Web site and some of our normal business
activities or operations. Such failures could materially and adversely affect
our business, financial condition and results of operations. Moreover, even if
we successfully remediate our Year 2000 issues, we can be materially and
adversely affected by failures of our vendors to remediate their own Year 2000
issues. The failure of our vendors which have financial or operational
relationships to remediate their computer and non-information technology systems
issues in a timely manner could result in a material financial risk to us. Due
to the general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of vendors, we are unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on our business, financial condition and results of
operations. Accordingly, we may experience business interruption or shutdown,
financial loss, damage to our reputation and legal liability. We believe that,
with the implementation of new business systems and completion of the project as
scheduled, the possibility of significant interruptions of normal operations
should be reduced.
Our expectations about future costs and the timely completion of our Year 2000
project are subject to uncertainties that could cause actual results to differ
materially from what has been discussed above. Factors that could influence the
amount of future costs and the effective timing of remediation efforts include
our success in identifying computer programs and non-information technology
systems that contain two-digit year codes, the nature and amount of programming
and testing required to upgrade or replace each of the affected programs and
systems, the rate and magnitude of related labor and consulting costs, and the
success of our vendors in addressing the Year 2000 issue.
In addition, we cannot assure you that Internet access companies, utility
companies and telecommunications providers will be Year 2000 compliant. The
failure by these companies to be Year 2000 compliant could result in a
systematic failure beyond our control, such as a prolonged Internet,
telecommunications or electrical failure, which could prevent us from delivering
the Audible service to our customers, decrease the use of the Internet or
prevent users from accessing audible.com, which would have a material adverse
effect on our business, results of operations and financial condition.
ITEM 3. Qualitative and Quantitative Disclosure about Market Risk
Inapplicable
17
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities
The following information relates to securities issued or sold by us within
the period covered by this Form 10-Q. During that time, we issued unregistered
securities in the transactions described below. Securities issued in such
transactions were offered and sold in reliance upon the exemption from
registration under Section 4(2) of the Securities Act, relating to sales by an
issuer not involving any public offering, or under Rule 701 under the Securities
Act on the basis that these options were offered and sold either pursuant to a
written compensatory benefit plan or pursuant to written contracts relating to
compensation. The sales of securities were made without the use of an
underwriter and the certificates evidencing the shares bear a restrictive legend
permitting the transfer thereof only upon registration of the shares or an
exemption under the Act.
(1) Between April 1, 1999 and June 30, 1999, we issued options to our
employees and directors exercisable for an aggregate of 900,450 shares of
common stock at an exercise price of $8.00 per share and 3,000 shares of
common stock at an exercise price of $2.00 per share, pursuant to our 1999
Stock Incentive Plan.
(2) In April 1999, we issued a warrant to purchase 100,000 shares of common
stock at $9.00 per share. This warrant may be exercised until November 18,
2003.
(3) In June 1999, in connection with a services agreement, we issued a warrant
to purchase 150,000 shares of common stock at $0.01 per share, which is
fully vested, and a warrant to purchase 500,000 shares of common stock at
$8.00 per share, which is subject to vesting over a three year period.
Report of Offering of Securities and Use of Proceeds Therefrom
In July 1999, we commenced and completed a firm commitment underwritten
initial public offering of 4,600,000 shares of our common stock at a price of
$9.00 per share. The shares were registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-1 (No. 333-76985),
which was declared effective on July 15, 1999. The public offering was
underwritten by a syndicate of underwriters led by Credit Suisse First Boston
Corporation, J. P. Morgan Securities Inc., Volpe Brown Whelan & Company, LLC and
Wit Capital Corporation as their representatives. After deducting underwriting
discounts and commissions of $2.9 million and expenses of $1.7 million, we
received net proceeds of $36.8 million.
As of August 15, 1999,we had invested the net proceeds from our initial public
offering in Government backed obligations with maturities of up to one year.
This use of proceeds from the offering does not represent a material change in
the use of proceeds described in the Registration Statement. None of the net
proceeds of the offering were paid directly or indirectly to any of our
directors or officers, or their associates, or persons owning 10 percent or more
of any class of our equity securities.
ITEM 3. Defaults Upon Senior Securities
Inapplicable
18
<PAGE>
ITEM 4. Submission of Matters to Vote of Security Holders
(a) On April 22, 1999 and June 16, 1999, our stockholders approved certain
actions by written consent (the "Consents").
(b) On April 22, 1999, all eight (8) members of our board of directors,
Andrew Huffman, Donald Katz, Timothy Mott, Bradley Burnham, Thomas Hirschfeld,
W. Bingham Gordon, Winthrop Knowlton and Richard Brass (the "Nominees") were
elected to serve until their respective successors are chosen and qualified, or
until their respective death, resignation or removal.
(c) The following actions were approved by the stockholders pursuant to the
Consents:
(i) an amendment of our certificate of incorporation to increase the
number of shares of common stock from 16,000,000 to 50,000,000;
(ii) an amendment and restatement of our certificate of incorporation,
upon consummation of our initial public offering, to, among other things,
incorporate changes reflected in prior amendments to our certificate of
incorporation and add certain provisions, including the creation of a
classified board of directors, to enhance the continuity and stability in
the composition of our board of directors and our policies;
(iii) the adoption of our 1999 Stock Incentive Plan;
(iv) the issuance of warrants to purchase the following number of shares
of our common stock: (a) a warrant to purchase 100,000 shares at an
exercise price of $9.00 per share and (b) warrants to purchase 150,000
shares at an exercise price of $0.01 per share and 750,000 shares at an
exercise price of $8.00 per share;
(v) the waiver of antidilution rights by each class of preferred stock;
and
(vi) an amendment of our certificate of incorporation to re-define
"Employee Stock Options" and "Common Stock Warrants."
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
1.1* Form of Underwriting Agreement
3.1* Restated Certificate of Incorporation of Audible, dated March
31, 1997
3.1.1* Certificate of Amendment of Certificate of Incorporation, dated
July 22, 1997
3.1.2* Certificate of Amendment of Certificate of Incorporation, dated
February 25, 1998
3.1.3* Certificate of Amendment of Certificate of Incorporation, dated
December 18, 1998
3.1.3.1* Certificate of Amendment of Certificate of Incorporation, dated
April 23, 1999
3.1.4* Certificate of Amendment of Certificate of Incorporation, dated
June 16, 1999
3.2* Amended and Restated Certificate of Incorporation of Audible
3.3* Bylaws of Audible
3.3.1* Amendment No. 1 to Audible, Inc. Bylaws, dated March 17, 1998
3.4* Amended and Restated Bylaws of Audible
4.1* Specimen stock certificate for shares of common stock of
Audible
5.1* Opinion of Piper & Marbury L.L.P.
10.1+* License Agreement dated November 4, 1998, by and between
Microsoft Corporation and Audible
10.2+* Digital Rights Management Agreement dated November 4, 1998,
between Microsoft Corporation and Audible
19
<PAGE>
10.3+* Development Agreement dated November 12, 1998, by and between
RealNetworks, Inc. and Audible
10.4* RealMedia Architecture Partner Program Internet Agreement dated
November 12, 1998, between RealNetworks, Inc. and Audible
10.5* Master Lease Agreement dated November 19, 1996, by and between
Comdisco, Inc. as lessor, and Audible as lessee
10.5.1* Addendum to Master Lease Agreement dated November 20, 1996, by
and between Comdisco, Inc., as lessor, and Audible, as lessee
(relating to Exhibit 10.5)
10.6* Warrant Agreement to purchase 30,573 shares of Series B
preferred stock at a price of $2.68 per share, dated November
19, 1996, and re-issued as of August 17, 1998, by Audible to
Comdisco, Inc.
10.7* Warrant Agreement to purchase 12,188 shares of Series C
preferred stock at a price of $4.00 per share, dated July 24,
1997, issued by Audible to Comdisco, Inc.
10.8* Loan and Security Agreement dated April 6, 1998, by and between
Silicon Valley Bank, as lender, and Audible, as borrower, for a
revolving line of credit of up to $1,000,000
10.9* Warrant to Purchase Stock issued April 6, 1998, by Audible to
Silicon Valley Bank
10.10* Security and Loan Agreement dated November 20, 1996, between
Audible, as borrower, and Imperial Bank, as lender, for up to
$500,000
10.11* Warrant Agreement to purchase 12,500 shares of Series B
preferred stock at a price of $3.00 per share, dated November
20, 1996, issued by Audible to Imperial Bank
10.12* Promissory Note dated March 28, 1997, from Donald Katz in favor
of Audible, in the principal amount of $100,00010.12.1 Allonge
to Note dated April 21, 1999 between Donald Katz and Audible
(relating to Exhibit 10.12.1)
10.12.1* Allonge to Note dated April 21, 1999 between Donald Katz and
Audible (relating to Exhibit 10.12.1)
10.13* Security Agreement dated March 28, 1997, by and between Donald
Katz and Audible
10.14* Amended and Restated Registration Rights Agreement dated
February 26, 1998, by and among Audible and certain
stockholders named therein
10.14.1* Amendment No. 1 to Amended and Restated Registration Rights
Agreement dated December 18, 1998 (relating to Exhibit 10.14)
10.14.2* Amendment No. 2 to Amended and Restated Registration Rights
Agreement dated June 17, 1999 (relating to Exhibit 10.14)
10.15* 1999 Stock Incentive Plan
10.16* Form of Common Stock Warrants issued March 31, 1997 by Audible
to various investors in connection with the Series C preferred
stock financing
10.17* Form of Stock Restriction Agreement by and between Audible and
the Named Executive Officers made in connection with various
purchases and sales of shares of restricted common stock
10.18* Form of Promissory Note made by the Named Executive Officers in
favor of Audible in connection with various purchases and sales
of shares of restricted common stock
10.19* Office Lease dated June 20, 1997, by and between Audible, as
tenant, and Passaic Investment LLC, Sixty-Five Willowbrook
Investment LLC and Wayne Investment LLC, as tenants-in-common,
as landlord
10.20* Sublease Agreement dated July 19, 1996, by and between Audible,
as sublessee, and Painewebber Incorporated, as sublessor
10.21+* Agreement dated April 3, 1999 by and between Audible and
Diamond Multimedia Systems, Inc.
10.22* Common Stock Purchase Warrant, issued April 22, 1999, to
Microsoft Corporation
10.23* Employment Offer Letter from Audible to Guy Story dated June
10, 1996
10.24* Employment Offer Letter from Audible to Matthew Fine dated
March 31, 1997
10.25* Employment Offer Letter from Audible to Brian Fielding dated
April 25, 1997
10.26* Employment Offer Letter from Audible to Travis Millman dated
September 29, 1997
10.27* Employment Offer Letter from Audible to Foy Sperring dated
April 23, 1998
10.28* Employment Offer Letter from Audible to Andrew Huffman dated
February 12, 1998
20
<PAGE>
10.29* Employment Offer Letter from Audible to Andrew Kaplan dated May
25, 1999
10.30* Common Stock Purchase Warrant, W-1, issued June 17, 1999, to
Robin Williams
10.31* Common Stock Purchase Warrant, W-2, issued June 17, 1999, to
Robin Williams
27** Financial Data Schedule
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (No. 333-76985).
+ Information has been omitted from this exhibit pursuant to a request
for confidential treatment filed with the Securities and Exchange
Commission.
** Filed herewith.
(b) Reports on Form 8-K
None
21
<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 thereunto duly authorized.
AUDIBLE, INC.
/s/ Andrew P. Kaplan
By: _________________________________________
Name: Andrew P. Kaplan
Title: Chief Financial Officer and
Vice President, Finance and Administration
Dated: August 30, 1999
22
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