<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 22, 2000
NaviSite, Inc.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27597 52-2137343
- ------------------------- ------------------ -------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
400 Minuteman Road, Andover, Massachusetts 01810
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 682-8300
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
On March 8, 2000, NaviSite, Inc. (the "Registrant") filed a report on Form 8-K
with respect to the acquisition of ClickHear, Inc. At that time it was
impracticable to provide the financial statements and pro forma information
required to be filed therewith relative to the acquired assets, and the
Registrant stated in such Form 8-K that it intended to file the required
financial statements and pro forma financial information as soon as practicable,
but no later than 60 days from the date of that filing. By this amendment to
such Form 8-K, the Registrant is amending and restating Item 7 thereof to
include the required financial statements and pro forma financial information.
<PAGE>
Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Page
----
<S> <C>
(a) Financial Statements of ClickHear, Inc.
. Independent Auditors' Report 1
. Balance Sheet as of December 31, 1999 2
. Statement of Income for the year ended December 31, 1999 3
. Statement of Stockholders' Equity as of December 31, 1999 4
. Statement of Cash Flows for the year ended December 31, 1999 5
. Notes to Financial Statements 6
(b) Pro Forma Financial Information.
. Introduction to Unaudited Pro Forma Condensed Consolidated Financial Data 10
. Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
January 31, 2000 11
. Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
January 31, 2000 11
. Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended July 31, 1999 12
. Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the six months ended January 31, 2000 13
. Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations 14
(c) Exhibits.
</TABLE>
Exhibit Number Description
-------------- -----------
23 Consent of KPMG LLP
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
ClickHear Inc.:
We have audited the accompanying balance sheet of ClickHear Inc. as of December
31, 1999 and the related statements of income, stockholders' equity, and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ClickHear Inc. as of December
31, 1999, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
/S/ KPMG LLP
San Diego, California
March 17, 2000
1
<PAGE>
CLICKHEAR, INC.
Balance Sheet
December 31, 1999
<TABLE>
<S> <C>
Assets
Current assets:
Accounts receivable $ 92,862
Prepaid expenses 4,676
Deferred tax assets 3,387
---------
Total current assets 100,925
---------
Fixed assets:
Computers 37,237
Equipment 20,814
---------
58,051
Less accumulated depreciation 2,255
---------
Net fixed assets 55,796
---------
Total assets $ 156,721
=========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 97,194
Accrued expenses 18,089
Bank overdraft 1,304
---------
Total current liabilities 116,587
Deferred tax liability 1,614
---------
Total liabilities 118,201
---------
Stockholders' equity:
Common stock, no par; 1,500 shares authorized; 607
shares issued and outstanding 1,035
Retained earnings 37,485
---------
Total stockholders' equity 38,520
Commitments
---------
Total liabilities and stockholders' equity $ 156,721
=========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CLICKHEAR, INC.
Statement of Income
Year ended December 31, 1999
<TABLE>
<S> <C>
Revenue $561,028
--------
Cost of revenue:
Video production 132,284
Contract labor 172,466
Consulting 80,485
--------
385,235
--------
Gross profit 175,793
Selling, general and administrative expenses 142,074
--------
Income before income taxes 33,719
Provision for income taxes 7,287
--------
Net income $ 26,432
========
Net income per share - basic and diluted $ 47.12
========
Weighted average shares used in computation of net
income per share - basic and diluted 561
========
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
CLICKHEAR, INC.
Statement of Stockholders' Equity
Year ended December 31, 1999
<TABLE>
<CAPTION>
Common Stock
------------------ Retained
Shares Amount earnings Total
------ ------ -------- -------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 -- $ -- 11,053 $11,053
Issuance of stock for services 607 1,035 -- 1,035
Net income -- -- 26,432 26,432
--- ------ ------ -------
Balance at December 31, 1999 607 $1,035 37,485 $38,520
=== ====== ====== =======
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CLICKHEAR, INC.
Statement of Cash Flows
Year ended December 31, 1999
Operating activities:
Net income $ 26,432
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,953
Noncash stock compensation 1,035
Provision for deferred income taxes (2,157)
Changes in assets and liabilities:
Accounts receivable (80,220)
Prepaid expenses (4,676)
Accounts payable 91,268
Accrued expenses 18,089
---------
Net cash provided by operating activities 51,724
Investing activities--purchases of fixed assets (53,693)
Net cash provided by financing activities--bank overdraft 1,304
---------
Net decrease in cash (665)
Cash balance at beginning of year 665
---------
Cash balance at end of year $ --
=========
5
<PAGE>
CLICKHEAR, INC.
Notes to Financial Statements
December 31, 1999
(1) Organization and Summary of Significant Accounting Policies and Practices
(a) Description of Business
ClickHear, Inc. (ClickHear or the Company) was incorporated and began
operations on June 1, 1998 in Nevada. ClickHear provides production
services to Internet companies in the United States in connection with
the broadcast of live events over the Internet and offers extensive
capabilities to capture, encode and manage the delivery of live and on-
demand streaming media. ClickHear's customers include Internet service
and content providers. The Company has minimal fixed overhead, and most
equipment necessary for broadcasts is rented as needed at the remote
sites. ClickHear utilizes contract labor to provide service to
customers.
(b) Fixed Assets
Computers and equipment are stated at cost.
Depreciation on computers and equipment is calculated using the straight-
line method over the estimated useful lives of computers and equipment of
three and five years, respectively. Maintenance and repairs are charged
to expense as incurred; major renewals and betterments are capitalized.
(c) Revenue Recognition
The Company recognizes revenue upon completion of production events.
Arrangements with customers are either on a fixed-price or cost-plus-
profit basis.
(d) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
(e) Impairment of Long-Lived Assets
Lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair
value less costs to sell.
(f) Stock-Based Compensation
The Company has recorded a charge of $1,035 related to the issuance of
common stock to Company officers and outside contractors in accordance
with SFAS No. 123, Accounting for Stock-Based Compensation. The Company
has not granted any options to purchase its common stock.
6
<PAGE>
CLICKHEAR, INC
Notes to Financial Statements
December 31, 1999
(g) Net Income per Share
The Company calculates net income per share in accordance with SFAS No.
128, Earnings Per Share. Under SFAS No. 128, basic net income per share
is calculated by dividing net income by the weighted-average number of
common shares outstanding during the reporting period. There was no
potential common stock outstanding during the year ended December 31,
1999, and therefore diluted and basic net income per share are the same.
(h) Fair Value of Financial Instruments
SFAS No. 107, Disclosures about Fair Value of Financial Instruments,
requires that fair values be disclosed for the Company's financial
instruments. The carrying amounts of accounts receivable, accounts
payable, accrued expenses and bank overdraft approximate fair value due
to the short-term nature of these instruments.
(i) Segment Reporting
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, establishes annual and interim reporting standards for an
enterprise's operating segments and related disclosures about its
products, services, geographic areas, and major customers. An operating
segment is defined as a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses,
and about which separate financial information is regularly evaluated by
the chief operating decision maker in deciding how to allocate resources.
All of the Company's business activities are aggregated into one
reportable segment given the similarities of economic characteristics
between the activities and the common nature of the Company's services
and customers.
(j) Use of Estimates
Management of the Company has made a number of estimates and assumptions
related to the reporting of assets and liabilities, the reported amount
of revenue and expenses and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ
from those estimates.
(2) Income Taxes
Income tax expense (benefit) attributable to income from continuing
operations consists of:
Current Deferred Total
------- -------- -----
Year ended December 31, 1999
U.S. federal $5,942 (2,101) 3,841
State and local 3,502 (56) 3,446
------ ------ -----
$9,444 (2,157) 7,287
====== ====== =====
7
<PAGE>
CLICKHEAR, INC.
Notes to Financial Statements
December 31, 1999
A reconciliation of total income tax expense for the year ended December 31,
1999 to the amounts computed by applying the statutory federal income tax
rate of 34% to pretax income is as follows:
Computed "expected" tax expense $11,464
Benefit of lower tax bracket (7,355)
State taxes, net of federal benefit 2,274
Other, net 904
-------
$ 7,287
=======
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liability at December
31, 1999 are presented below.
Deferred tax assets:
Cash to accrual adjustment $ 2,142
State taxes 1,245
-------
Total gross deferred tax assets 3,387
Deferred tax liability - depreciation (1,614)
-------
Net deferred tax assets $ 1,773
=======
Based upon the level of historical taxable income and projects for future
taxable income over the periods which the deferred tax assets are deductible,
management believes it is more likely than not the Company will realize the
benefits of these deductible differences at December 31, 1999.
(3) Leases
The Company is obligated under various operating leases for its
administrative offices and equipment that expire at various dates during
2000.
These leases generally contain renewal options for periods ranging from three
to five years and require the Company to pay all executory costs such as
maintenance and insurance. Rental expense for operating leases during the
year ended December 31, 1999 was $6,000.
8
<PAGE>
Future minimum lease payments under noncancelable operating leases (with
initial or remaining lease terms in excess of one year) as of December 31,
1999 are:
Operating
Year ending December 31: leases
------------------------ ---------
2000 $28,055
=========
(4) Concentration of Credit Risk
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of accounts receivable.
The Company had revenue from three separate customers, which comprised 53%,
9%, and 8%, respectively, of the Company's total revenue for the year ended
December 31, 1999. At December 31, 1999, accounts receivable from these
customers totaled $17,000, $49,390 and $0, respectively.
(5) Related Party Transactions
During the year ended December 31, 1999, the Company paid rent and related
expenses of $13,934 to an entity in which the Company's principal
stockholders and officers have an equity interest.
During the year ended December 31, 1999, the Company paid consulting and
contract labor fees of $56,670 to an entity jointly owned by two of the
Company's stockholders and directors.
During the year ended December 31, 1999, the Company paid living expenses of
$17,446 in lieu of salaries on behalf of the Company's two principal
stockholders and officers
(6) Subsequent Event
In February 2000, the Company entered into a stock purchase agreement whereby
it exchanged all of its outstanding common stock for common stock of CMGI,
Inc.
9
<PAGE>
NaviSite, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Data
On February 22, 2000, NaviSite acquired ClickHear, Inc. ("ClickHear") for
consideration preliminarily valued at approximately $4,693,000, including
approximately $50,000 of direct costs of the acquisition. The consideration for
the acquisition consisted of 41,968 shares of CMGI common stock valued at the
closing price of CMGI Common Stock on February 22, 2000, resulting in
consideration value of approximately $4,643,000. On February 22, 2000, CMGI
contributed their ClickHear common stock to NaviSite in exchange for 67,906
shares of NaviSite common stock. NaviSite's direct costs of acquisition will be
recorded as a component of purchase price. Based on the terms of the acquisition
agreement, the value of the CMGI shares issued will be recorded as deferred
compensation by NaviSite. The CMGI shares issued are subject to forfeiture by
the ClickHear stockholders based on employment criteria as well as performance
goals. The deferred compensation component of the consideration initially valued
at $4,643,000 will be accounted for on a variable basis at market value at the
end of each reporting period, and will be amortized to compensation expense over
the eleven month performance contingency period. As CMGI and NaviSite are
entities under common control, upon settlement of the employment and performance
contingencies, NaviSite will record the difference in fair value between the
value of NaviSite's common shares issued to CMGI and the value of the CMGI
common shares issued to the ClickHear shareholders as an equity transaction.
The following pro forma unaudited condensed consolidated financial statements
give effect to NaviSite's acquisition of ClickHear, which will be accounted for
under the purchase method of accounting. The unaudited Pro Forma Condensed
Consolidated Statements of Operations (the "Pro Forma Statements of Operations")
for the year ended July 31, 1999 and for the six months ended January 31, 2000
give effect to the acquisition of ClickHear by NaviSite as if the transaction
had occurred on August 1, 1998. The Pro Forma Statement of Operations for the
year ended July 31, 1999 is based on historical results of operations of
NaviSite for the year ended July 31, 1999, and the historical results of
operations of ClickHear for the twelve month period ended June 30, 1999. The Pro
Forma Statement of Operations for the six months ended January 31, 2000 is based
on historical results of operations of NaviSite for the six months ended January
31, 2000, and the historical results of operations of ClickHear for the six
months ended December 31, 1999. The unaudited Pro Forma Condensed Consolidated
Balance Sheet as of January 31, 2000 (the "Pro Forma Balance Sheet") gives
effect to the acquisition of ClickHear as if the transaction had occurred on
that date. The Pro Forma Balance Sheet is based on the historical balance sheet
of NaviSite as of January 31, 2000 and the historical balance sheet of ClickHear
as of December 31, 1999. The Pro Forma Balance Sheet and Pro Forma Statements of
Operations and the accompanying notes (collectively the "Pro Forma Financial
Information") should be read in conjunction with and are qualified by the
historical financial statements of ClickHear and notes thereto filed herein, and
the historical financial Statements of NaviSite and notes thereto as previously
filed with NaviSite's Registration Statement on Form S-1 and Quarterly Reports
on Form 10-Q.
The Pro Forma Financial Information is presented for illustrative purposes
only and is not necessarily indicative of the future financial position or
future results of operations of the consolidated company after the acquisition
of ClickHear, or of the financial position or results of operations of the
consolidated company that would have actually occurred had the acquisition of
ClickHear been effected as of the dates described above.
10
<PAGE>
<TABLE>
<CAPTION>
NaviSite, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
January 31, 2000
Assets NaviSite ClickHear Adjustments Pro Forma as adjusted
- ----------------------------------------------- ----------- --------- ----------- ---------------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $37,754,000 $ - $37,754,000
Other current assets 10,718,000 100,925 10,818,925
----------- -------- -------- -----------
Total current assets 48,472,000 100,925 - 48,572,925
Goodwill and other intangible assets, net of
accumulated amortization 693,000 - 11,480 a 704,480
Property and equipment 45,898,000 55,796 45,953,796
Other non-current assets 3,009,000 - 3,009,000
----------- -------- -------- -----------
Total assets $98,072,000 $156,721 $ 11,480 $98,240,201
=========== ======== ======== ===========
Liabilities and Stockholders' Equity
- -----------------------------------------------
Total current liabilities $14,840,000 $116,587 $ 50,000 a 15,006,587
Non-current liabilities 1,522,000 1,614 1,523,614
Stockholders' equity 81,710,000 38,520 (38,520)a 81,710,000
----------- -------- -------- -----------
Total liabilities and stockholders' equity $98,072,000 $156,721 $ 11,480 $98,240,201
=========== ======== ======== ===========
</TABLE>
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
January 31, 2000.
(a) The Pro Forma Financial Information reflects NaviSite's acquisition of
ClickHear for purchase price consideration preliminarily valued at
approximately $50,000, comprised of direct costs of acquisition (see
description of the components of the consideration above). The acquisition
costs consist primarily of legal and accounting fees incurred by NaviSite
directly related to the acquisition of ClickHear.
The following represents the allocations of the purchase prices over the
historical net book value of the acquired assets and liabilities of
ClickHear as of the date of the Pro Forma Balance Sheet, and is for
illustrative purposes only. The actual purchase price allocation will be
based on fair values of the acquired assets and liabilities as of the
actual acquisition date. Assuming the transactions occurred on January 31,
2000, the allocation would have been as follows (in thousands):
Working capital deficit $(1)
Property and equipment 41
Non-current liabilities (1)
Goodwill and other intangible assets 11
---
Purchase price $50
===
The pro forma adjustments reconcile the historical balance sheet of
ClickHear to the allocated purchase price above and include the accrual of
approximately $50,000 of estimated direct acquisition costs to be paid by
NaviSite related to the acquisition.
11
<PAGE>
<TABLE>
<CAPTION>
NaviSite, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended July 31, 1999
Pro forma Pro forma
NaviSite ClickHear Adjustments as adjusted
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net revenue $ 3,461,000 $ 106,000 $ 3,567,000
Net revenue, related parties 7,058,000 - 7,058,000
------------ ----------- ----------- ------------
Total revenue 10,519,000 106,000 - 10,625,000
Cost of revenue 20,338,000 82,000 $ 4,643,000 a 25,063,000
------------ ----------- ----------- ------------
Gross profit (loss) (9,819,000) 24,000 (4,643,000) (14,438,000)
Operating expenses:
Selling and marketing 6,888,000 3,000 - 6,891,000
General and administrative 4,823,000 20,000 4,000 b 4,847,000
Product development 2,620,000 - - 2,620,000
------------ ----------- ----------- ------------
Total operating 14,331,000 23,000 4,000 14,358,000
------------ ----------- ----------- ------------
Income (loss) from operations (24,150,000) 1,000 (4,647,000) (28,796,000)
Other income (expense), net (382,000) - - (382,000)
------------ ----------- ----------- ------------
Net income (loss) (24,532,000) 1,000 (4,647,000) (29,178,000)
Preferred stock accretion (172,000) - - (172,000)
------------ ----------- ----------- ------------
Net income (loss) applicable to common
stockholders $(24,704,000) $ 1,000 $(4,647,000) $(29,350,000)
============ =========== =========== ============
Basic loss per common share $ (3.71) $ (4.36)
============ ============
Diluted loss per common share $ (3.71) $ (4.36)
============ ============
Weighted average shares used in
computing basic loss per share 6,664,000 67,906 c 6,731,906
============ =========== ============
Weighted average shares used in
computing diluted loss per share 6,664,000 67,906 c 6,731,906
============ =========== ============
</TABLE>
12
<PAGE>
NaviSite, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended January 31, 2000
<TABLE>
<CAPTION>
Pro forma Pro forma
NaviSite ClickHear Adjustments as adjusted
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Net revenue $ 6,467,000 $ 528,000 $ 6,995,000
Net revenue, related parties 8,569,000 - 8,589,000
------------ ----------- ----------- ------------
Total revenue 15,036,000 528,000 - 15,564,000
Cost of revenue 21,391,000 301,000 $ - 21,692,000
------------ ----------- ----------- ------------
Gross profit (loss) (6,355,000) 227,000 - (6,128,000)
Operating expenses:
Selling and marketing 9,070,000 8,000 - 9,078,000
General and administrative 5,264,000 172,000 2,000 b 5,438,000
Product development 1,947,000 - - 1,947,000
------------ ----------- ----------- ------------
Total operating 16,281,000 180,000 2,000 16,463,000
------------ ----------- ----------- ------------
Income (loss) from operations (22,636,000) 47,000 (2,000) (22,591,000)
Other income (expense), net 643,000 - - 643,000
Income (loss) before income taxes (21,993,000) 47,000 (2,000) (21,948,000)
Income tax expense - 9,000 - 9,000
------------ ----------- ----------- ------------
Net income (loss) $(21,993,000) $ 38,000 $ (2,000) $(21,957,000)
============ =========== =========== ============
Basic loss per common share $ (0.71) $ (0.71)
============ ============
Diluted loss per common share $ (0.71) $ (0.71)
============ ============
Weighted average shares used in
computing basic loss per share 30,891,000 67,906 c 30,958,906
============ =========== ============
Weighted average shares used in
computing diluted loss per share 30,891,000 67,906 c 30,958,906
============ =========== ============
</TABLE>
13
<PAGE>
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
(a) The pro forma adjustment reflects the compensation expense that would have
been recorded during the periods covered by the Pro Forma Statements of
Operations related to the acquisition of ClickHear, Inc. The pro forma
adjustment is based on the assumption that the entire amount recorded as
deferred compensation will be amortized on a straight-line basis over
eleven months should certain employment criteria not be met by certain
employees of ClickHear, the amount recorded as deferred compensation could
be amortized over a different period. The pro forma adjustment is
calculated based on the closing price of the CMGI Common Stock on February
22, 2000. The deferred compensation component of the consideration will be
accounted for on a variable basis at the market value of CMGI Common Stock
at the end of each reporting period. The pro forma adjustment does not
reflect any change in the market value of CMGI Common Stock.
(b) The pro forma adjustments represent the amortization of goodwill and other
intangible assets that would have been recorded during the periods covered
by the Pro Forma Statements of Operations related to the acquisition of
ClickHear. The pro forma adjustment is based on the assumption that the
entire amount identified as goodwill and other intangible assets in
NaviSite's acquisition of ClickHear will be amortized on a straight-line
basis over a three-year period.
(c) The pro forma basic loss per share is computed by dividing the net loss by
the pro forma weighted average number of common shares outstanding. The
calculation of the pro forma weighted average number of common shares
outstanding assumes that the 67,906 shares of NaviSite common stock issued
in the acquisition of ClickHear were outstanding for the entire period.
Since the Pro Forma Statement of Operations results in a net loss, the pro
forma diluted loss per share is computed in the same manner as the pro
forma basic loss per share.
14
<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.
NAVISITE, INC.
(Registrant)
By: /s/ Kenneth W. Hale
----------------------------------
Kenneth W. Hale, Chief Financial
Officer, Treasurer and Secretary
Date: May 8, 2000
15
<PAGE>
Exhibit Index
Exhibit Number Exhibit
- -------------- -------------------------------------------------------
23 Consent of KPMG LLP
<PAGE>
The Board of Directors
NaviSite, Inc.:
We consent to the incorporation by reference in the registration statement (No.
333-89987) on Form S-8 of NaviSite, Inc. of our report dated March 17, 2000,
with respect to the balance sheet of ClickHear, Inc. as of December 31, 1999,
and the related statements of income, stockholders' equity, and cash flows for
the year then ended, which report appears in the Form 8-K/A of NaviSite, Inc.
dated May 8, 2000.
/s/ KPMG LLP
San Diego, California
May 8, 2000
