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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------
EXCHANGE ACT OF 1934
For the quarterly period ending September 30, 1997
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 1-11797
Infoseek Corporation
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-00353450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1399 MOFFETT PARK DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices)
408-543-6000
(Registrant's telephone number, including area code)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 X No
----- -----
As of October 31, 1997, there were 27,131,941 shares of the registrant's common
stock outstanding.
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<TABLE>
<S> <C> <C>
PART I FINANCIAL INFORMATION NUMBER
ITEM 1: Financial Statements
Condensed Balance Sheets as of September 30, 1997
and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . 3
Condensed Statements of Operations for the Three and Nine
Months Ended September 30, 1997 and 1996 . . . . . . . . . . . 4
Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 1997 and 1996 . . . . . . . . . . . 5
Notes to Condensed Financial Statements . . . . . . . . . . . . . . . . 6
ITEM 2: Management's Discussion and Analysis of Financial Conditions
and Results of Operations . . . . . . . . . . . . . . . . . . . 9
PART II OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . 20
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>
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PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
INFOSEEK CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
1997 DECEMBER 31,
ASSETS (UNAUDITED) 1996
-------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,468 $ 3,786
Short-term investments 28,106 42,867
Accounts receivable, net 4,248 2,428
Other current assets 555 371
-------- --------
Total current assets 35,377 49,452
Property and equipment, net 11,496 7,587
Investment, Deposits and other assets 2,196 1,293
-------- --------
Total assets $ 49,069 $ 58,332
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,106 $ 3,269
Accrued payroll and related expenses 1,138 1,362
Accrued royalties 636 311
Other accrued liabilities 2,852 759
Deferred revenue 1,614 760
Accrued restructuring and other charges 2,904 --
Short-term obligations 1,943 994
-------- --------
Total current liabilities 13,193 7,455
Long-term obligations 5,128 1,892
Shareholders' equity:
Common stock 72,968 73,754
Accumulated deficit (41,304) (20,771)
Deferred compensation (766) (3,546)
Notes receivable from shareholders (150) (452)
-------- --------
Total shareholders' equity 30,748 48,985
-------- --------
Total liabilities and shareholders' equity $ 49,069 $ 58,332
======== ========
</TABLE>
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Total revenues $ 8,255 $ 4,007 $ 22,090 $ 9,025
Cost of revenues 1,468 827 4,242 2,211
-------- -------- -------- --------
Gross profit 6,787 3,180 17,848 6,814
Operating expenses:
Research and development 1,637 1,218 5,432 2,795
Sales and marketing 8,129 5,219 21,876 14,003
General and administrative 1,809 1,091 4,807 2,751
Restructuring and other
charges -- -- 7,349 --
-------- -------- -------- --------
Total operating expenses 11,575 7,528 39,464 19,549
-------- -------- -------- --------
Operating loss (4,788) (4,348) (21,616) (12,735)
Interest income, net 295 652 1,083 749
-------- -------- -------- --------
Net loss $ (4,493) $ (3,696) $(20,533) $(11,986)
======== ======== ======== ========
Net loss per share (Pro forma $ (0.17) $ (0.14) $ (0.78) $ (0.59)
in 1996)
Shares used in computing net
loss per share (Pro forma 26,777 25,931 26,452 20,337
in 1996)
</TABLE>
See notes to condensed financial statements.
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INFOSEEK CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(20,533) $(11,986)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 3,861 1,311
Amortization of unearned compensation 717 1,085
Changes in assets and liabilities:
Accounts receivable (1,820) (1,016)
Other current assets (184) (388)
Accounts payable (1,163) 53
Accrued payroll and related expenses (224) 1,012
Accrued royalties 325 311
Other accrued liabilities 2,093 510
Accrued restructuring and other charges 2,904 --
Deferred revenue 854 --
-------- --------
Net cash used in operating activities (13,170) (9,108)
INVESTING ACTIVITIES
Purchase of available-for-sale short-term investments (29,667) (91,358)
Proceeds from sales and maturities of available-
for-sale investments 44,428 44,360
Increase in investments, deposits and other assets (903) --
Purchases of property and equipment (7,770) (4,838)
-------- --------
Net cash provided by (used in) investing activities 6,088 (51,836)
FINANCING ACTIVITIES
Proceeds from term loan 5,000 2,573
Repayments of term loan (815) (521)
Payments of deposit on term loan -- (675)
Repayment of shareholder note receivable 302 --
Proceeds from sale of common stock, net 1,277 61,524
-------- --------
Net cash provided by financing activities 5,764 62,901
-------- --------
Net increase (decrease) in cash and cash equivalents (1,318) 1,957
Cash and cash equivalents at beginning of period 3,786 1,128
-------- --------
Cash and cash equivalents at end of period $ 2,468 $ 3,085
======== ========
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unearned compensation related to stock options amounted to $3,102,000 for
the nine months ended September 30, 1996. There was no unearned compensation
for the nine months ended September 30, 1997. Cash paid for interest amounted
to $436,000 and $317,000 for the nine months ended September 30, 1997 and 1996,
respectively.
See notes to condensed financial statements.
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INFOSEEK CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. THE COMPANY AND BASIS OF PRESENTATION
Infoseek Corporation, (the "Company"), is a connected media company,
which provides a leading, free Internet navigation service. Infoseek is one of
the most frequently visited sites on the Internet because it allows new, as
well as experienced users, to find efficiently the information they need on the
Web. The Company was incorporated in California in August 1993 and commenced
operations on that date. The Company conducts its business within one industry
segment.
The financial information included herein is unaudited, except for the
December 31, 1996 Balance Sheet which was derived from audited financial
statements, and has been prepared by the Company in accordance with generally
accepted accounting principles and reflects all adjustments, consisting only of
normal recurring adjustments which in the opinion of management are necessary to
state fairly the Company's financial position, results of operations, and cash
flows for the periods presented. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements as well as the reported amounts of revenue and
expenses during the reporting period. Actual results will differ from those
estimates, and such differences may be material to the financial statements.
These financial statements should be read in conjunction with the Company's
audited financial statements for the year ended December 31, 1996 included in
the Company's Annual Report on Form 10-K and the Company's reports on Form 10Q
for the quarter ended March 31, and June 30, 1997 all of which are on filed with
the Securities and Exchange Commission. The results of operations for the three
and nine months ended September 30, 1997 are not necessarily indicative of the
results to be expected for any future periods.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
shares of common stock outstanding. Pursuant to the Securities and Exchange
Commission Staff Accounting Bulletins, convertible preferred stock, redeemable
convertible preferred stock, common stock and common equivalent shares (options
and warrants) issued by the Company at prices below the assumed public offering
price during the twelve-month period prior to the offering have been included
in the calculation as of September 30, 1996 as if they were outstanding for all
periods presented, regardless of whether they are antidilutive (using the
treasury stock method at the public offering price).
Pro forma net loss per share for the nine months ended September 30,
1996 also gives effect, even if antidilutive, to common equivalent shares from
preferred stock that automatically converted upon the closing of the company's
initial public offering (using the as-if-converted method).
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In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 (SFAS 128), "Accounting for Earnings Per Share", which is
required to be adopted on December 31, 1997. At that time, the Company will be
required to change the method currently used to compute primary and fully
diluted earnings per share and to restate all prior periods. Under the new
statement, basic earnings per share replaces primary earnings per share. Basic
earnings per share is calculated by dividing income available to common
stockholders by the weighted average number of common shares outstanding during
the period. Fully diluted earnings per share has been replaced by diluted
earnings per share. Under the new statement, diluted earnings per share should
assume conversion of all potentially dilutive securities. For the three and
nine months ended September 30, 1997 and September 30, 1996 there is no change
in the reported amounts for the basic and diluted earnings per share in the
respective periods.
OBLIGATIONS
In March 1997, the Company entered into a four year, $5,000,000
equipment term loan facility. The loan bears interest at the bank's prime rate
plus 0.25%. Under the terms of the agreement, the Company grants a first
priority security interest in certain assets of the Company and must maintain
certain financial covenants, including maintaining minimum tangible net worth
and others based on monthly cash balances. Interest-only payments will be made
during the first 12 months and borrowings and interest will be repaid on a
straight-line basis over 36 months beginning in the thirteenth month of the
facility. As of September 30, 1997, there was approximately $5,000,000
outstanding on the facility.
4. COMMITMENTS
In March 1997, the Company renewed its agreement with Netscape under
terms that provide for the Company to be one of four premier providers
displayed on Netscape's Web page for the period of May 1, 1997 through April
30, 1998. The Company's agreement with Netscape provides for payments of up to
an aggregate of $12,500,000 to Netscape over the term of the agreement. During
the three and nine months ended September 30, 1997, the Company recognized
$2,500,000 and $5,416,000, under the terms of this agreement, as a component of
sales and marketing expense.
In July 1997, the Company entered into an agreement with Netscape
whereby it was designated as a premier provider of international search and
navigational guide services for the Netscape Net Search Program. Under the
terms of the agreement, the Company will provide services for 10 Netscape local
Web sites in certain countries. The Company's agreement with Netscape provides
for payments of up to an aggregate of $1,219,000 to Netscape in return for
certain minimum guaranteed exposures over the course of the one-year term of
the agreement. During the three months ended September 30, 1997, the Company
recognized approximately $100,000 under the terms of this agreement as a
component of sales and marketing expense.
In July 1997, the Company exercised an option, effective December 1,
1997, to add an additional 33,700 square feet to its corporate headquarters,
increasing the total square footage of the corporate headquarters to 92,000
square feet. Minimum future rental commitments under this lease are $600,000 in
1997 and $9,000,000 over the remaining term of the lease ending November 2002.
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5. RESTRUCTURING AND OTHER CHARGES
During the second quarter of 1997, the Company recorded restructuring
and other charges of approximately $7,400,000, of which approximately $6,200,000
related to a program to discontinue certain business arrangements, which were
determined to be non-strategic, and approximately $1,200,000 related to
management changes. Of these restructuring charges, approximately $5,000,000
involves cash outflows, of which $2,096,000 has been completed as of September
30, 1997. Non-cash restructuring charges of approximately $2,400,000 relate
primarily to the write-down of certain non-strategic business assets. There
have been no material changes to the restructuring plan or in the estimates of
the restructuring costs. As of September 30, 1997, the Company has
approximately $2,904,000 remaining in its restructuring reserve, which is
expected to be fully utilized by March 31, 1998.
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ITEM 2: Management's Discussions and Analysis of Financial Conditions and
Results of Operations
This Discussion and Analysis contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1993 and
Section 21E of the Securities Exchange Act of 1934. Actual results and the
timing of certain events could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth in Risk
Factors That May Affect Future Results and other factors discussed elsewhere in
this Quarterly Report.
Overview
Infoseek Corporation is a connected media company, which provides a leading,
free Internet navigation service. Infoseek is one of the most frequently
visited sites on the Internet because its easy-to-use product allows new, as
well as experienced users, to find efficiently the information they need on the
Web. The Company was incorporated in California in August 1993 and commenced
operations on that date. The Company conducts its business within one industry
segment.
The Company's revenues are derived principally from the sale of advertisements
on short-term contracts. Advertising revenues are recognized ratably in the
period in which the advertisement is displayed, provided that no significant
Company obligations remain and collection of the resulting receivable is
probable. Company obligations typically include guarantees of minimum number
of "impressions," or times that an advertisement appears in pages viewed by
users of the Company's online properties. To the extent minimum guaranteed
impressions are not met, the Company defers recognition of the corresponding
revenues until the remaining guaranteed impression levels are achieved.
Deferred revenue is comprised of billings in excess of recognized revenue
relating to advertising contracts.
Results of Operations
Total Revenues -- Net revenues increased by 106% and 145% in the three and nine
months ended September 30, 1997, respectively, over the comparable prior year
periods.
Advertising revenues in the three months ended September 30, 1997 and 1996 were
$7,465,000 and $3,798,000, respectively, representing 90% and 95% of total
revenues, respectively. For the nine months ended September 30, 1997 and 1996,
advertising revenues were $20,656,000 and $8,508,000, respectively,
representing 94% of total revenues for both periods. This growth in revenues
is attributable to the increased use of the Internet for information
publication, distribution and commerce, coupled with the development and
increased acceptance of the Internet as an advertising medium. From the nine
months ended September 30, 1996 to the nine months ended September 30, 1997,
the number of total advertisers on the Company's Web Pages increased 93%, from
193 to 373. The Company expects to continue to derive substantially all of its
revenues from selling advertising and related products.
In March 1996, the Company and NYNEX Information Technologies Company ("NYNEX")
entered into a one-year agreement, which provided for the Company's display of
the BigYellow logo within the Infoseek Service. According to the terms of the
agreement, NYNEX agreed to pay to the Company up to an aggregate of $4,600,000,
in monthly payments, which amount would be decreased proportionately if the
number of impressions of the BigYellow logo were below a specified number. In
February 1997, the Company signed an amendment with NYNEX extending the term of
the original agreement through June 1998 in exchange for an additional
$1,400,000, for a total of $6,000,000 in monthly payments. The terms and
conditions of the amended agreement
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are substantially the same as the original agreement, except for elimination of
certain exclusivity and reimbursement provisions. The Company recognized
revenue of $705,000 and $672,000 in connection with this amended agreement for
the three months ended September 30, 1997 and 1996, respectively, and revenue
of $2,116,000 and $992,000 for the nine months ended September 30, 1997 and
1996, respectively. There can be no assurance that the NYNEX arrangement will
prove to be mutually beneficial or that it will be continued after the extended
term.
Also included in advertising revenues is the exchange by the Company of
advertising space on the Company's Web sites for reciprocal advertising space
in other media publications or other Web sites or receipt of applicable goods
and services. Although such revenues have totaled less than 10%, the Company
believes these exchange transactions are of value, particularly in the
marketing of the Infoseek brand, and the Company expects to continue to engage
in these transactions in the future.
In 1997, the balance of total revenues was derived from the licensing of
Ultraseek technology to businesses for internal use. This licensing revenue
represented approximately 10% and 6% of total revenue for the three and
nine-month periods ended September 30, 1997, respectively. In 1996, the
balance of the total revenue was derived from subscription fees for a premium
service offered to business and professional users.
The Company's business model to generate revenues through the sale of
advertising on the Internet may prove to be commercially unsustainable. There
can be no assurance that current advertisers will continue to purchase
advertising space and services from the Company or that the Company will be able
to successfully attract additional advertisers.
In the fourth quarter of 1997, the Company released a new version of its service
which features 15 intelligent channels, designed to bring together topical
information, services, products and communities on the Web. The new service is
intended to provide additional opportunities for revenue from the sale of
channel sponsorships as well as enable the Company to share in a portion of the
revenue generated by its users with these channel sponsors. Timely market
acceptance of this new version and successful conclusion of sponsorship
arrangements are integral to the Company's operation, market competitiveness and
viability. There can be no assurance that such acceptance and level of
sponsorship will be achieved.
Cost of Revenues -- For the three months ended September 30, 1997 and 1996,
cost of revenues were $1,468,000 and $827,000, or 18% and 21% of net revenues
respectively. For the nine months ended September 30, 1997 and 1996, cost of
revenues were $4,242,000 and $2,211,000, or 19% and 25% of net revenue
respectively. Cost of revenues consists primarily of expenses associated with
the enhancement, maintenance and support of the Company's Web sites, including
telecommunications costs and equipment depreciation. Cost of revenues also
includes, for all periods presented, expenses associated with the licensing of
certain third-party technologies. Cost of revenues increased in dollar amount
in the three and nine months ended September 30, 1997 over the comparable
periods in 1996 as the Company added additional equipment and personnel to
support its Web sites and as royalties due upon usage of the product increased
with increased revenues.
Operating Expenses -- The Company's quarterly operating expenses have increased
substantially since its inception as the Company has transitioned from the
product development stage to the marketing of its services and products and
expansion of its business. The Company's expects its operating expenses to
continue to increase in dollar amount in the future as the Company continues to
expand its business.
The Company has recorded aggregate deferred compensation of $5,226,000 in
connection with certain stock options granted during 1996 and 1995. The
amortization of such deferred compensation is being charged to operations over
the vesting periods of the options, which are
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typically four years. For the three months ended September 30, 1997 and 1996,
the Company amortized $380,000 and $301,000, respectively, related to stock
options. For the nine months ended September 30, 1997 and 1996, the Company
amortized $717,000 and $1,085,000, respectively. As a result of employee
terminations, the Company reduced deferred compensation by $1,800,000 during
the second quarter of 1997.
Research and Development -- For the quarters ended September 30, 1997 and 1996,
research and development expenses were $1,637,000 or 20% of net revenue and
$1,218,000 or 31% of net revenue, respectively. For the nine months ended
September 30, 1997 and 1996, research and development expenses were $5,432,000
or 25% of net revenue and $2,795,000 or 31% of net revenue respectively.
Research and development expenses consist principally of engineering personnel
costs, consulting fees and equipment depreciation. Costs related to research,
design and development of products and services have been charged to research
and development expense as incurred.
The increase in research and development expenses for 1997 over 1996 was
primarily the result of on-going enhancements to Infoseek Service and the
development and implementation of the Ultramatch technology, which was
commercially released during the second quarter of 1997. The Company believes
that a significant level of product development expenses is required to
continue to remain competitive in its industry. Accordingly, the Company
anticipates that it will continue to devote substantial resources to product
development and that these costs are expected to continue to increase in dollar
amount in future periods.
Sales and Marketing -- For the quarters ended September 30, 1997 and 1996,
sales and marketing expenses were $8,129,000 or 99% of net revenue and
$5,219,000 or 130% of net revenue, respectively. For the nine months ended
September 30, 1997 and 1996, sales and marketing expenses were $21,876,000 or
99% of net revenue and $14,003,000 or 155% of net revenue, respectively. Sales
and marketing expenses consist primarily of the compensation for sales and
marketing personnel and advertising and promotional expenses.
Sales and marketing expenses for the quarter ended September 30, 1997 and 1996
included payments made to Netscape Communications Corporation ("Netscape")
pursuant to an arrangement for the listing of the Company's product on the
Netscape Web page. This agreement with Netscape provided for payments of up to
an aggregate of $5,000,000 over the course of the one-year term of the
agreement. In March 1997, Infoseek renewed its agreement with Netscape under
terms that extended the current contract through April 30, 1997 and thereafter
provide for Infoseek to be one of four premier providers displayed on Netscape's
Web page for the period of May 1, 1997 through April 30, 1998. The renewed
agreement with Netscape provides for payments of up to an aggregate of
$12,500,000 over the term of the agreement. During the quarters ended September
30, 1997 and 1996, the Company recognized $2,500,000 and $1,250,000,
respectively, of expense related to this agreement. For the nine months ended
September 30, 1997 and 1996, the Company recognized of $5,416,000 and
$2,500,000, respectively of expense related to this agreement.
In July 1997, the Company entered into an agreement with Netscape whereby it
was designated as a premier provider of international search and navigational
guide services for the Netscape Net Search Program. Under the terms of the
agreement, the Company will provide services for 10 Netscape local Web sites.
The Company's agreement with Netscape provides for payments of up to an
aggregate of $1,219,000 to Netscape in return for certain minimum guaranteed
exposures over the course of the one-year term of the agreement. During the
three months
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ended September 30, 1997, the Company recognized approximately $100,000 under
this agreement as a component of sales and marketing expense.
In addition, the increase in sales and marketing expenses for the three and nine
months ended September 30, 1997 over the comparable periods in 1996 was the
result of hiring additional sales and marketing personnel. The Company expects
to significantly increase sales and marketing costs in the quarter ending
December 31, 1997. During that quarter, the Company will spend approximately
$3,000,000 more in the promotion of the Company and its products. The Company
expects that it will spend more on its sales and marketing activities in 1998
than it did in 1997.
General and Administrative -- For the quarters ended September 30, 1997 and
1996, general and administrative expenses were $1,809,000 or 22% of net revenue
and $1,091,000 or 27% of net revenue, respectively. For the nine months ended
September 30, 1997 and 1996, general and administrative expenses were
$4,807,000 or 22% of net revenue and $2,751,000 or 31% of net revenue,
respectively. General and administrative expenses consist primarily of
compensation of administrative and executive personnel, facility costs and fees
for professional services.
The increase in general and administrative expenses for the three and nine
months ended September 30, 1997 over the comparable periods in 1996 was the
result of hiring additional administrative and executive staff and adding
infrastructure to manage the expansion of the business. General and
administrative expenses also increased in the nine-month periods ended
September 30, 1997 as a result of the relocation of the Company's corporate
headquarters to larger facilities.
Restructuring and Other Charges -- During the second quarter of 1997, the
Company recorded restructuring and other charges of approximately $7,400,000, of
which approximately $6,200,000 related to a program to discontinue certain
business arrangements which were determined to be non-strategic, and
approximately $1,200,000 related to management changes. Of these restructuring
charges, approximately $5,000,000 involves cash outflows, of which $2,096,000
has been completed as of September 30, 1997. Non-cash restructuring charges of
approximately $2,400,000 relate primarily to the write-down of certain
non-strategic business assets. There have been no material changes to the
restructuring plan or in the estimates of the restructuring costs. As of
September 30, 1997, the Company has approximately $2,904,000 remaining in its
restructuring reserve, which is expected to be fully utilized by March 31, 1998.
Income Taxes -- Due to the Company's loss position, there was no provision for
income taxes for the periods presented. At December 31, 1996, the Company had
federal and state net operating loss carry-forwards of approximately
$20,000,000 and $7,000,000, respectively. The Company also has federal and
state research and experimentation credits of approximately $100,000 each.
These operating losses and credit carry-forwards will expire in the years 2002
through 2010 if not utilized. Certain future changes in the share ownership of
the Company, as defined in the Tax Reform Act of 1986 and similar state tax
provisions, may restrict the utilization of carry-forwards. A valuation
allowance has been recorded for the entire deferred tax asset as a result of
uncertainties regarding the realization of the asset due to the lack of
earnings history of the Company.
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Liquidity and Capital Resources
From inception through May 1996, the Company financed its operations and met
its capital expenditure requirements primarily through the issuance of equity,
convertible debt securities and equipment term loans. In June 1996, the Company
completed its initial public offering and received proceeds from the offering
of $43,485,000, net of underwriting discounts, commissions and other offering
costs. Concurrent with the closing of the initial public offering, all
outstanding shares of the Company's redeemable convertible preferred and
convertible preferred stock were automatically converted into shares of the
Company's common stock.
For the first nine months of 1997 and 1996, operating activities used cash of
$13,170,000 and $9,108,000, respectively. The net cash used during these periods
was primarily due to net losses, including restructuring costs, adjusted for
non-cash items, increases in accounts receivable and decreases in accounts
payable, partially offset, in 1997 by an increase in other accrued liabilities,
accrued restructuring and other charges as well as deferred revenue. For the
nine month period ended September 30, 1997, investing activities provided net
cash of $6,088,000, primarily associated with the sale of short-term investments
partially offset by purchases of short-term investments as well as purchases of
property and equipment. For the nine months ended September 30, 1996, investing
activities used net cash of $51,836,000, primarily associated with purchases of
short-term investments and purchases of property and equipment partially offset
by proceeds from the sale of short-term investments.
The Company has commitments for its facilities under operating lease agreements
and expects to continue to incur significant capital expenditures to support
expansion of the Company's business. Furthermore, from time to time the Company
expects to evaluate the acquisition of products, businesses and technologies
that complement the Company's business.
Financing activities generated cash of $5,764,000 and $62,901,000 in the first
nine months of 1997 and 1996, respectively, primarily from the preferred stock
sales, the Company's initial public offering on June 11, 1996 and equipment
loans.
The Company had $30,574,000 in cash, cash equivalents and short-term
investments at September 30, 1997. The Company believes that its existing
funds will satisfy the Company's anticipated working capital and other cash
requirements, including future cash out-flows of $2,904,000 associated with the
restructuring charge, through the next 12 months. The estimate of the period
for which the Company expects its available funds to be sufficient to meet its
capital requirements is a forward-looking statement that involves risks and
uncertainties. There can be no assurance that the Company will be able to meet
its working capital and other cash requirements for this period as a result of
a number of factors including but not limited to those described below under
the caption "Risk Factors That May Affect Future Results-Future Capital Needs;
Uncertainty of Additional Financing". Thereafter, the Company may need to
raise additional funds. The Company may need to raise additional funds sooner,
however, in order to fund more rapid expansion, to develop new or enhance
existing services or products, to respond to competitive pressures or to
acquire complementary products, businesses or technologies. If additional
funds are raised through the issuance of equity or convertible debt securities,
the percentage ownership of the shareholders of the Company will be reduced,
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the holders of the
Company's common stock. There can be no assurance that additional financing
will be available on terms favorable to the Company, or at all. If adequate
funds are not available or are not available on acceptable terms, the Company's
ability to fund expansion, take advantage of acquisition opportunities, develop
or enhance services or products or respond to competitive
13
<PAGE> 14
pressures would be significantly limited. Such limitation could have a material
adverse effect on the Company's business, results of operations and financial
condition.
Risk Factors That May Affect Future Results
In addition to the other information contained in this Report, the following
risk factors should be considered.
Limited Operating History; Anticipation of Continued Losses -- The Company has
a limited operating history, which makes it difficult to manage operations and
predict future operating results. The Company was formed in August 1993 and did
not commence generating revenues until January 1995. The Company has incurred
significant net losses since inception and expects to continue to incur
significant losses on a quarterly and annual basis for the foreseeable future.
As of September 30, 1997, the Company had an accumulated deficit of
$41,304,000. The Company and its prospects must be considered in light of the
risks, costs and difficulties frequently encountered by companies in their
early stage of development, particularly companies in the new and rapidly
evolving Internet market. The Company has achieved only limited revenues to
date, and its ability to generate significant revenues is subject to
substantial uncertainty. There can be no assurance that the Company will be
able to address any of these challenges or will be able to sustain revenue
growth or achieve profitability. Moreover, in 1996 the Company significantly
increased its operating expenses to substantially increase its sales and
marketing operation, develop new distribution channels, broaden its customer
support capabilities and fund greater levels of research and development.
Further increases in operating expenses are planned during the fourth quarter
of 1997 and during fiscal 1998. To the extent that any such expenses are not
subsequently and timely followed by increased revenues, the Company's business,
results of operations and financial condition would be materially adversely
affected.
Future Capital Needs; Uncertainty of Additional Financing -- The Company
currently anticipates that its cash, cash equivalents and short-term investment
balances, together with cash flows generated from advertising revenues, will be
sufficient to meet its anticipated needs for working capital, capital
expenditures and business expansion for the next 12 months. Thereafter, the
Company may need to raise additional funds. The Company may need to raise
additional funds sooner in order to fund more rapid expansion to develop new or
enhanced services or products, to respond to competitive pressures or to
acquire complementary products, businesses or technologies. If additional
funds are raised through the issuance of equity or convertible debt securities,
the percentage ownership of the shareholders of the Company will be reduced,
shareholders may experience additional dilution and such securities may have
rights, preferences or privileges senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing
will be available on terms favorable to the Company or at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to fund its expansion, take advantage of unanticipated
acquisition opportunities, develop or enhance services or products or respond
to competitive pressures. Such inability could have material adverse effect on
the Company's business, results of operations and financial condition.
Potential Fluctuations in Future Results -- As a result of the Company's
limited operating history as well as the recent emergence of the Internet
market addressed by the Company, the Company has neither internal nor
industry-based historical financial data for any significant period of time
upon which to base planned operating expenses. The Company expects that its
results of operations may also fluctuate significantly in the future as a
result of a variety of factors, including: the continued rate of growth, usage
and acceptance of the Internet; the rate of
14
<PAGE> 15
acceptance of the Internet as an advertising medium; demand for the Company's
products and services; the advertising budgeting cycles of individual
advertisers; the introduction and acceptance of new, enhanced or alternative
products or services by the Company or by its competitors; the Company's ability
to anticipate and effectively adapt to a developing market and to rapidly
changing technologies; the Company's ability to attract, retain and motivate
qualified personnel; initiation, renewal or expiration of significant contracts
with NYNEX, Netscape or others; pricing changes by the Company or its
competitors; specific economic conditions in the Internet market; general
economic conditions and other factors. Substantially all of the Company's
revenues have been generated from the sale of advertising, and the Company to
continue to be derived substantially all of its revenues from selling
advertising and related products. Moreover, most of the Company's contracts
with advertising customers have terms of three months or less, with options to
cancel at any time. Accordingly, future sales and operating results are
difficult to forecast. The Company's expense levels are based, in part, on its
expectations as to future revenues and, to a significant extent, are relatively
fixed, at least in the short term. The Company may not be able to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in relation to the Company's expectations
would have an immediate adverse impact on the Company's business, results of
operations and financial condition. In addition, the Company may elect from time
to time to make certain pricing, service or marketing decisions or acquisitions
that could have a short-term material adverse effect on the Company's business,
results of operations and financial condition and may not generate the long-term
benefits intended. Due to all of the foregoing factors, it is likely that in
some future period, the Company's operating results may be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Common Stock would likely be materially adversely affected.
Developing Market; Unproven Acceptance of Internet Advertising and of the
Company's Products and Services -- The market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants with products and
services for use on the Internet. The Company's future success is highly
dependent upon the increased use of the Internet for information publication,
distribution and commerce. In particular, because the Company expects to derive
substantially all of its revenues in the foreseeable future from sales of
Internet advertising, the future success of the Company is highly dependent on
the development of the Internet as an advertising medium. If the market fails
to continue to develop, develops more slowly than expected or becomes saturated
with competitors, or if the Company's products and services do not achieve or
sustain acceptance by the Internet users or advertisers, the Company's
business, results of operations and financial condition will be materially
adversely affected.
Reliance on Advertising Revenues -- The Company has derived substantially all of
its revenues to date from the sale of advertisements and expects such dependence
on advertising and related products to continue. The Company's current business
model to generate revenues through the sale of advertising on the Internet is
unproven. The Internet as an advertising medium has not been available for a
sufficient period of time to gauge its effectiveness as compared with
traditional advertising media. In addition, most of the Company's current
advertising customers have limited or no experience using the Internet as an
advertising medium, have not devoted a significant portion of their advertising
expenditures to such advertising and may not find such advertising to be
effective for promoting their products and services relative to advertising in
traditional media. There can be no assurance that current advertisers will
continue to purchase advertising space and
15
<PAGE> 16
services from the Company or that sufficient impressions will be achieved or
available, or that the Company will be able to successfully attract additional
advertisers. Furthermore, with the rapid growth of available inventory on the
Internet and the intense competition among sellers of advertising space it is
difficult to project future levels of advertising revenues and pricing models
that will be adopted by the industry or individual companies. In addition, the
ability to quickly develop new business models which will generate additional
revenue sources may be vital for the Company to remain competitive in its
market place. Accordingly, there can be no assurance that the Company will be
successful in generating significant future advertising revenues or other
source of revenues and failure to do so will have a material adverse effect on
the Company's business, results of operations and financial condition.
Change in Strategic Relationships -- From March 1995 through March 1996, the
Company's service was listed as the sole premier navigational service on the
Netscape Web page accessible via the "Net Search" button. In March 1996,
Infoseek entered into a new agreement with Netscape, which provided that
Infoseek would be listed as a non-exclusive premier provider of navigational
services on Netscape's Web page for the period April 10, 1996 to March 31,
1997. This agreement with Netscape provided for payments of up to an aggregate
of $5,000,000 to Netscape over the term of the agreement. Under the terms of
this agreement, Netscape's Web page displays three additional premier providers.
In March 1997, Infoseek renewed its agreement with Netscape, under terms that
extend the current contract through April 1997 and thereafter provides for
Infoseek to be one of four premier providers displayed on Netscape's Web page
for the period of May 1, 1997 through April 30, 1998. This agreement with
Netscape provides for payments of up to an aggregate of $12,500,000 to Netscape
over the term of the agreement. There can be no assurance that the Company will
be able to maintain or increase its current level of traffic and any failure to
do so could materially and adversely impact advertising revenues. In addition,
the Company cannot anticipate the impact on Infoseek traffic of any changes
Netscape may make to this service, to its Web page or its other services, or
the effect on advertising revenues that may be generated from such traffic.
Furthermore, if traffic is decreased significantly as a result of these or
other changes in the Netscape relationship and the Company is unable to develop
alternative viable distribution channels, advertising revenues would be
adversely affected, while the remaining Netscape obligation would not be
reduced, the result being that the Company's business, results of operations
and financial condition would be materially and adversely affected.
The Company's revenues are also dependent on its relationship with NYNEX. In
March 1996, the Company and NYNEX entered into a one-year agreement, which
provided for the Company's display of the BigYellow logo within the Infoseek
Service. According to the terms of the agreement, NYNEX agreed to pay to the
Company up to an aggregate of $4,600,000, in monthly payments, which amount
would be decreased proportionately if the number of impressions of the
BigYellow logo were below a specified number. NYNEX could extend the term of
the agreement for additional one-year periods, with the fee to be determined
based upon Infoseek's then current advertising rate structure. In February
1997, the Company and NYNEX amended this agreement to extend its term to June
1998 in exchange for an additional $1,400,000, for a total of $6,000,000, in
monthly payments. The terms and conditions of the amended agreement are
substantially the same, except for elimination of certain exclusivity and
reimbursement provisions. There can be no assurance that the NYNEX arrangement
will prove to be mutually beneficial or that it will be continued after its
amended term.
Technological Changes and New Products and Services -- The market for Internet
products and services is characterized by rapid technological change, changing
customer needs, frequent new
16
<PAGE> 17
product introductions and evolving industry standards. These market
characteristics are exacerbated by the emerging nature of this market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. The Company's future success will depend on its
ability to continually and, on a timely basis, introduce new products, services
and technologies and to continue to improve the performance, features and
reliability of the Company's products and services in response to both evolving
demands of the marketplace and competitive product offerings.
The fourth quarter of 1997, the Company released a new version of its
service which features 15 intelligent channels, designed to bring together
topical information, services, products and communities on the Web. The new
service is intended to provide additional opportunities for revenue from the
sale of channel sponsorships as well as enable the Company to share in a
portion of the revenue generated by its users with these channel sponsors.
Timely Market acceptance of this new version and successful conclusion of
sponsorship arrangements are integral to the Company's operation, market
competitiveness and viability. There can be no assurance that this new service
or any new or proposed product or service will attain market acceptance,
experience technological sustainability or be free of errors that require
significant design modifications or that the business model to generate
revenues will be successful if any which could result in material adverse
effect on the Company's business, results of operation and financial condition.
Failure of the Company to successfully design, develop, test, market and
introduce other new and enhanced technologies and services, or any enhancements
of the Company's current search technology, or the failure of the Company's
recently introduced products and services to achieve market acceptance could
have a material adverse effect upon the Company's business, operating results
and financial condition. Due to certain market characteristics, including
technological change, changing customer needs, frequent new product and service
introductions and evolving industry standards, timeliness of introduction of
these new products and services is critical. Delays in the introduction of new
products and services may result in customer dissatisfaction and may delay or
cause a loss of advertising revenue. There can be no assurance that the Company
will be successful in developing new products or services or improving existing
products and services that respond to technological changes or evolving industry
standards, that the Company will not experience difficulties that could delay or
prevent the successful development, introduction and marketing of new or
improved products and services, or that its new products and services will
adequately meet the requirements of the marketplace and achieve market
acceptance. If the Company is unable to develop and introduce new or improved
products or services in a timely manner in response to changing market
conditions or customer requirements, the Company's business, operating results
and financial condition will be materially adversely affected.
Intense Competition -- The market for Internet products and services is highly
competitive, with no substantial barriers to entry, and the Company expects that
competition will continue to intensify. Microsoft Corporation has announced
that it will enter the market with competing products and services. In addition,
the market for the Company's products and services has only recently begun to
develop, is rapidly evolving and is characterized by an increasing number of
market entrants with competing products and services. The Company does not
believe this market will support the increasing number of competitors and their
products and services. Although the Company believes that the diverse segments
of the Internet market may provide opportunities for more than one supplier of
products and services similar to those of the Company, it is possible that a
single supplier may dominate one or more market segments. Accordingly, any
failure of the Company to provide product and service offerings that achieve
success in the short-term could result in an insurmountable loss in market and
brand acceptance, and could, therefore, have a material adverse and long-term
effect upon the Company's business, results of operations and financial
condition.
17
<PAGE> 18
Capacity Constraints and System Failure -- A key element of the Company's
strategy is to generate a high volume of traffic to its products and services.
Accordingly, the performance of the Company's products and services is critical
to the Company's reputation, its ability to attract advertisers to the
Company's Web sites and market acceptance of these products and services. Any
system failure that causes interruptions or that increases response time of the
Company's products and services would result in less traffic to the Company's
Web sites and, if sustained or repeated, would reduce the attractiveness of the
Company's products and services to advertisers and customers. In addition, an
increase in the volume of searches conducted through the Company's products and
services could strain the capacity of the software, hardware or
telecommunications lines deployed by the Company, which could lead to slower
response time or system failures. The Company renewed its agreement and has
recently signed an international agreement with Netscape pursuant to which the
Company hopes to increase its presence as a Netscape premier provider for both
the domestic and international markets. If the Company receives a greater
share of Netscape traffic, it is possible that the capacity of the Company's
hardware or software could be exceeded and service interruptions or failures
could occur. There can be no assurance that the Company's products, services
and systems will be able to scale appropriately. The Company is also dependent
upon Web browser companies and Internet and online service providers for access
to its products and services, and users have experienced and may in the future
experience difficulties due to system or software failures or incompatibilities
not within the Company's control. The Company is also dependent on hardware
suppliers for prompt delivery, installation and service of servers and other
equipment and services used to provide its products and services. Any
disruption in the Internet access and service provided by the Company or its
service providers could have a material adverse effect upon the Company's
business, results of operations and financial condition.
The process of managing advertising within large, high traffic Web
sites such as the Company's is an increasingly important and complex task. The
Company relies on internal advertising inventory management and analysis
systems to provide enhanced internal reporting and customer feedback on
advertising. To the extent that any extended failure of the Company's
advertising management system results in incorrect advertising insertions, the
Company may be exposed to "make good" obligations with its advertising
customers, which, by displacing advertising inventory, could have a material
adverse effect on the Company's business, results of operations and financial
condition.
In addition, the Company's operation depends upon its ability to
maintain and protect its computer systems located in Sunnyvale, California.
This system is vulnerable to damage from fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events. The Company does
not currently have a disaster recovery plan in effect. Despite the
implementation of network security measures by the Company, its servers are
also vulnerable to computer viruses, break-ins and similar disruptive problems.
Computer viruses, break-ins or other problems caused by third parties could
lead to interruptions, delays in or cessation of service to users of the
Company's products and services. The occurrence of any of these risks could
have a material adverse effect on the Company's business, results of operations
and financial condition.
Risks Associated with International Expansion -- As part of its business
strategy, the Company is seeking opportunities to expand its products and
services into international markets. The Company believes that such expansion
is important to the Company's ability to continue to grow and to market its
products and services. In marketing its products and services internationally,
however, the Company will face new competitors. In addition, the ability of
the Company to enter
18
<PAGE> 19
the international markets will be dependent upon the Company's ability to
create localized versions of its products and services. There can be no
assurance that the Company will be successful in creating localized versions of
its products and services or marketing or distributing its products abroad or
that, if the Company is successful, its international revenues will be adequate
to offset the expense of establishing and maintaining international operations.
To date, the Company has limited experience in marketing and distributing its
products internationally. In addition to the uncertainty as to the Company's
ability to establish an international presence, there are certain difficulties
and risks inherent in doing business on an international level, such as
compliance with regulatory requirements and changes in these requirements,
export restrictions, export controls relating to technology, tariffs and other
trade barriers, protection of intellectual property rights, difficulties in
staffing and managing international operations, longer payment cycles, problems
in collecting accounts receivable, political instability, fluctuations in
currency exchange rates and potentially adverse tax consequences. There can be
no assurance that one or more of such factors will not have a material adverse
effect on any international operations established by the Company and,
consequently, on the Company's business, operating results and financial
condition.
Dependence on Key Personnel -- The Company has recently experience a significant
number of changes on the executive management team. Those who have recently
joined the executive management team include: Harry M. Motro, President and
Chief Executive Officer; Beth Haggerty, Vice President of Worldwide Sales, Barak
Berkowitz, Vice President of Marketing and; Leslie E. Wright, Vice President
Finance & Chief Financial Officer. The Company's future performance depends in
significant part upon the contributions of its senior management personnel.
Although the Company provides incentives such as salary, benefits and option
grants (which are typically subject to vesting over four years) to attract and
retain qualified employees, the loss of services of any of the Company's
officers or other key employees could have a material adverse effect on the
Company's business, operating results and financial condition. There can be no
assurance that the new members of the Company's management team will work
effectively together or that the Company will be able to retain qualified
personnel.
Government Regulation and Legal Uncertainties -- The Company is not currently
subject to direct regulation by any government agency, other than regulations
applicable to businesses, and there are currently few laws or regulations
directly applicable to access to or commerce on the Internet. It is possible
that a number of laws or regulations may be adopted with respect to the
Internet, covering issues such as user privacy, pricing and characteristics and
quality of products and services. The adoption of any such laws or regulations
may decrease the growth of the internet, which could in turn decrease the demand
for the Company's products, increase the Company's cost of doing business, or
otherwise have an adverse effect on the company's business, results of
operations or financial condition. Moreover, the applicability to the internet
of existing laws governing issues such as property ownership, copyright, trade
secret, libel and personal privacy is uncertain and developing. Any such new
legislation or regulation, or application or interpretation of existing laws,
could have a material adverse effect on the Company's business, results of
operations or financial condition.
19
<PAGE> 20
PART II: OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit
10.59 Amendment No 1 and 2 to Office Lease dated March 4, 1997
between Registrant and Limar Realty Corp.
11.1 Statement re: Computation of Net Loss Per Share.
27.1 Financial Data Schedule.
b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended September 30, 1997.
20
<PAGE> 21
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.
INFOSEEK CORPORATION
By: /S/ Leslie E. Wright
----------------------------------
Leslie E. Wright
Vice President of Finance & Chief
Financial Officer
(and Principal Accounting Officer)
Dated:
21
<PAGE> 22
Exhibit Index
Exhibit
No. Description
------- --------------
10.59 Amendment No 1 and 2 to Office Lease dated March 4, 1997
between Registrant and Limar Realty Corp.
11.1 Statement re: Computation of Net Loss Per Share.
27.1 Financial Data Schedule.
<PAGE> 1
FIRST AMENDMENT TO LEASE
This First Amendment To Lease is made and entered into this 9th day of June,
1997 by and between Limar Realty Corp. #8 ("Landlord") and Infoseek Corporation
("Tenant").
R E C I T A L S
This First Amendment To Lease (the "First Amendment") is made with reference to
and in reliance upon the following facts:
A. Landlord and Tenant are parties to that certain Lease dated March 4, 1997,
(the "Lease") pursuant to which Tenant leased from Landlord certain space
(the "Premises") located at 1399 Moffett Park Drive, Sunnyvale, California.
B. Landlord and Tenant wish to modify some of the provisions of the Lease
including without limitation the Premises Area, Base Rent, Security Deposit
and Tenant's Share of Building and with to establish the exact Commencement
Date and Expiration Date of the Lease.
THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. BASIC LEASE TERMS: The Basic Lease Terms as set forth in Paragraph 1,
of the Lease are hereby deleted and are replaced in its entirety with
the following:
a. DATE OF LEASE: March 4, 1997
TENANT: Infoseek Corporation, a California
corporation
Address (of the Premises): 1399 Moffett Park Drive,
Sunnyvale, CA 94086
Address (for Notices): (Please provide if other than the
Premises)
b. LANDLORD: Limar Realty Corp. #8
Address (for Notices): 1730 So. El Camino Real, Suite 400
San Mateo, CA 94402
c. TENANT'S USE OF PREMISES: Office and related
research/development activities.
d. PREMISES AREA: 1) Initial Premises: 47,096 Rentable Square Feet
consisting of Building A and the First Floor
of Building B.
2) Must Take Premises: 11,108 Rentable Square
Feet consisting of the Second Floor of
Building B.
e. BUILDING: 1399 Moffett Park Drive, Sunnyvale, CA 94086
f. INSURING PARTY: Landlord is the "Insuring Party" unless
otherwise stated herein.
g. TERM or INITIAL TERM: (inclusive):
Commencement Date: May 14, 1997 ("Commencement Date")
Expiration Date: November 13, 2002 ("Expiration
Date")
Number of Months: Sixty-six (66) Months
h. TENANT'S SHARE OF BUILDING: 63.33% (58,202 sq. ft./91,900 sq.
ft.)
i. TENANT'S NUMBER OF 4.2 Spaces per 1,000 Rentable
PARKING SPACES: Square Feet of Leased area.
j. INITIAL BASE RENT: Initial Premises: $68,289.20 per month.
Must Take Premises: $16,103.70 per month.
k. BASE RENT ADJUSTMENT:
a) Cost of Living. Intentionally deleted.
b) Step Increase. The step adjustment provisions of
Paragraph 4.b. apply for the periods shown below:
Monthly Base Rent Amount
Periods (Inclusive) (58,202 Rentable Square Feet)
------------------- -----------------------------
Month 13 - Month 24 $87,303.00
Month 25 - Month 36 $90,213.10
Month 37 - Month 48 $93,123.20
Month 49 - Month 60 $96,033.30
Month 61 - Month 66 $98,943.40
<PAGE> 2
First Amendment to Lease
Page 2
l. TOTAL TERM BASE RENT: $5,909,824.20. (Total term of 66 Months and
assumes the Must Take Premises commences
with the seventh Lease month.)
m. PREPAID BASE RENT: $68,289.20 in payment of the first months
rent.
n. SECURITY DEPOSIT: $421,964.50
o. BROKER(S): BT Commercial Real Estate (Landlord) &
Bishop Hawk, Inc. (Tenant)
EXHIBITS: Exhibits lettered "A" through "E", attached
to the Lease dated March 4, 1997 are made a
part hereof.
2. OPERATING EXPENSES: The provisions of Paragraph 13.a. of the Lease are
hereby deleted and replaced in its entirety with the following:
a. PAYMENT BY TENANT: During the Term of this Lease, Tenant shall pay to
Landlord, as additional rent, on a monthly basis, Tenant's Share of
the Operating Expenses of the Property, except that until Rent has
commenced on the Must Take Space in accordance with Paragraph 29.b.,
Tenant's Share shall be limited to 51.25% (47,096 sq.ft./91,900
sq.ft.).
3. COMMENCEMENT DATE AND EXPIRATION DATE: The provisions of Paragraph 29. of
the Lease are hereby deleted and replaced in its entirety with the
following:
a. INITIAL PREMISES: The Term of the Lease as to the Initial Premises
containing 47,096 rentable square feet as outlined on Exhibit A
attached to the Lease dated March 4, 1997 shall commence on May 14,
1997 (the "Commencement Date" ).
b. MUST TAKE PREMISES: The Term of the Lease (and the commencement of
Rent) as to the Must Take Premises consisting of 11,106 rentable
square feet as outlined on Exhibit A attached to the Lease dated March
4, 1997 shall commence upon the earlier of: (i)) Tenant's actual move
in of personnel to the Must Take Premises, or (ii) November 14, 1997.
c. EXPIRATION DATE: The Expiration Date shall be November 13, 2002.
4. SECURITY DEPOSIT: The provisions of Paragraph 30. of the Lease are hereby
deleted and replaced in its entirety with the following:
Notwithstanding the provisions of Paragraph 5. of the Lease, Tenant
shall provide a Security Deposit of $421,964.50 which is equal to five
(5) month's Initial Base Rent on the Initial Premises and Must Take
Premises. Commencing with the second Lease year, provided Tenant is
not then in default and that Tenant's equity public market
capitalization is then at least $180 million, the amount of the
Security Deposit shall be reduced at the commencement of the following
Lease years so that the Security Deposit is as follows:
<TABLE>
<CAPTION>
SECURITY DEPOSIT -
LEASE YEAR # # MONTHS OF THEN CURRENT RENT
------------ -----------------------------
<S> <C>
2 4 Months @ $87,303.00 per Month
3 3 Months @ $90,213.10 per Month
4 2 Months @ $93,123.20 per Month
</TABLE>
However, if at any time and from time to time during the Lease Term,
Tenant's equity public market capitalization is less than $180 million, the
amount of the Security Deposit shall be increased within thirty (30)
calendar days thereafter to an amount equal to five (5) months of then
current Rent, subject to Tenant still being able to have the Security
Deposit reduced per the table above if Tenant's equity public market
capitalization is later restored to more than $180 million.
All other terms and conditions of said Lease shall remain in full force and
effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
date first written above.
TENANT LANDLORD
INFOSEEK CORPORATION LIMAR REALTY CORP. #8
By: /s/ ANDREW E. NEWTON By: /s/ THEODORE H. KRUTTSCHNITT
--------------------------------- ---------------------------------
Print Name: Andrew E. Newton Print Name: Theodore H. Kruttschnitt
Its: Its: President
--------------------------------- ---------------------------------
-2-
<PAGE> 3
SECOND AMENDMENT TO LEASE
This Second Amendment To Lease ("Second Amendment") is made and entered into
this 15th day of July, 1997, by and between Limar Realty Corp. #8 ("Landlord")
and Infoseek Corporation ("Tenant").
R E C I T A L S
This Second Amendment To Lease (the "Second Amendment") is made with reference
to and in reliance upon the following facts:
A. Landlord and Tenant are parties to that certain Lease dated March 4, 1997,
as amended by the First Amendment dated June 9, 1997 collectively, the "Lease"),
pursuant to which Tenant leased from Landlord certain space (the "Initial
Premises" and the "Must Take Premises") located at 1399 East Moffett Park Drive,
Sunnyvale, California.
B. Landlord and Tenant wish to modify certain provisions of the Lease to
reflect the fact that Tenant has exercised its Right of First Refusal ("ROFR")
pursuant to Paragraph 33. of the Lease and incorporate the area subject to the
ROFR (the "Expansion Area Premises") into the Lease.
THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. BASIC LEASE TERMS: The Basic Lease Terms as set forth in Paragraph 1.
of the Lease are hereby deleted and are replaced in their entirety with
the following:
a. DATE OF LEASE: March 4, 1997
b. TENANT: Infoseek Corporation,
a California corporation
Address
(of the Premises): 1399 East Moffett Park Drive
Sunnyvale, CA 94089
Address (for Notices): (Please provide if other than the
Premises)
c. LANDLORD: Limar Realty Corp. #8
Address (for Notices): 1730 So. El Camino Real, Suite 400
San Mateo, CA 94402
d. TENANT'S USE OF PREMISES: Office and related
research/development activities.
e. PREMISES: 91,900 Rentable Square Feet consisting
of:
1) Initial Premises: 47,096 Rentable Square Feet
consisting of the entire Building A
and the First Floor of Building B.
2) Must Take Premises: 11,106 Rentable Square Feet
consisting of the Second Floor of
Building B.
3) Expansion Area Premises: 33,898 Rentable Square Feet
consisting of the entire Building C.
f. BUILDING: 1399 East Moffett Park Drive,
Sunnyvale, CA 94089
g. INSURING PARTY: Landlord is the "Insuring Party" unless
otherwise stated herein.
h. TERM or INITIAL TERM (inclusive):
1) Initial Premises:
Commencement Date: May 14, 1997 ("Commencement Date")
Expiration Date: November 13, 2002 ("Expiration Date")
Number of Months: Sixty-six (66) Months
2) Must Take Premises:
Commencement Date: No later than November 14, 1997
Expiration Date: November 13, 2002
Number of Months: Approximately sixty (60) Months
<PAGE> 4
3) Expansion Area Premises:
Commencement Date: October 1, 1997
Expiration Date: November 13, 2002
Number of Months: Sixty-one (61) Months and
Thirteen (13) Days
i. TENANT'S SHARE OF BUILDING: 100% (91,800 sq. ft./91,900 sq.ft.)
j. TENANT'S NUMBER OF PARKING
SPACES: 4.2 Spaces per 1,000 Rentable Square
Feet of Leased area.
k. BASE RENT:
<TABLE>
<CAPTION>
Periods (Inclusive) Monthly Base Rent Amount
------------------- ------------------------
<S> <C>
05/14/97 - 09/30/97 $ 68,289.20
10/01/97 - 11/13/97* 68,289.20
*11/14/97 - 11/30/97 84,392.90
12/01/97 - 05/13/98 142,724.14
05/14/98 - 09/30/98 145,634.24
10/01/98 - 05/13/99 147,319.14
05/14/99 - 09/30/99 150,229.24
10/01/99 - 05/13/00 151,914.14
05/14/00 - 09/30/00 154,824.24
10/01/00 - 05/13/01 156,509.14
05/14/01 - 09/30/01 159,419.24
10/01/01 - 05/13/02 161,104.14
05/14/02 - 09/30/02 164,014.24
10/01/02 - 11/13/02 165,699.14
</TABLE>
*If the Commencement Date of the Must Take Premises occurs
earlier than November 14, 1997, pursuant to Paragraph 4.b.
below, the 11/13/97 and 11/14/97 dates shall be adjusted
accordingly.
l. TOTAL TERM BASE RENT: $9,592,065.21 (this calculated amount
assumes that the Must Take Premises has a
Commencement Date of November 14, 1997).
m. PREPAID BASE RENT: $68,289.20 in payment of the first months
rent.
n. SECURITY DEPOSIT: $713,620.70
o. BROKER(S): BT Commercial Real Estate (Landlord) &
Bishop Hawk, Inc. (Tenant) as to the
Initial Premises and Must Take Premises
only.
p. EXHIBITS: Exhibit "A" (revised) attached hereto and
Exhibits "B" through "E" attached to the
Lease dated March 4, 1997 are made a
part hereof.
2. STEP INCREASE: The provisions of Paragraph 4.b. of the Lease are
hereby deleted.
3. OPERATING EXPENSES: The provisions of Paragraph 13.a. of the Lease
are hereby deleted and replaced in its entirety with the following:
a. PAYMENT BY TENANT: During the Term of this Lease, Tenant shall
pay to Landlord an additional Rent, on a monthly basis, Tenant's
Share of the Operating Expenses of the Property as follows:
b. PERIODS (INCLUSIVE)
05/14/97 - 11/13/02 51.25% (47,096 sq. ft. Initial
Premises/91,900 sq. ft.), plus
10/01/97 - 11/13/02 36.67% (33,698 sq. ft. Expansion Area
Premises/91,900 sq. ft.), plus
**11/14/97 - 11/13/02 12.08% (11,106 sq. ft. Must Take
Premises/91,00 sq. ft.).
**If the Commencement Date of the Must Take Premises occurs
earlier than November 14, 1997, pursuant to Paragraph 4.b.
below, the 11/14/97 date shall be adjusted accordingly.
-2-
<PAGE> 5
First Amendment to Lease
Page 3
4. COMMENCEMENT DATE AND EXPIRATION DATE: The provisions of Paragraph
29. of the Lease are hereby deleted and replaced in its entirety with
the following:
a. INITIAL PREMISES: The Term of the Lease as to the Initial
Premises containing 47,096 rentable square feet as outlined on
the attached Exhibit A (revised) shall commence on May 14, 1997.
b. MUST TAKE PREMISES: The Term of the Lease (and the commencement
of Rent) as to the Must Take Premises consisting of 11,106
rentable square feet as outlined on the attached Exhibit A
(revised) shall commence upon the earlier of: (i) Tenant's actual
move in of personnel to the Must Take Premises, or (ii) November
14, 1997.
c. EXPANSION AREA PREMISES: The Term of the Lease as to the
Expansion Area Premises consisting of 33,698 rentable square feet
as outlined on the attached Exhibit A (revised) shall commence on
October 1, 1997.
d. EXPIRATION DATE: The Expiration Date for the entire Premises
shall be November 13, 2002."
5. SECURITY DEPOSIT: The provisions of Paragraph 30. of the Lease are
hereby deleted and replaced in its entirety with the following:
"Notwithstanding the provisions of Paragraph 5. of the Lease,
Tenant shall provide a Security Deposit of $713,620.70 which is
equal to five (5) month's initial Base Rent on the Initial
Premises, Must Take Premises and Expansion Area Premises.
Landlord currently holds a Security Deposit in the amount of
$421,964.50 (which amount is net of a $23,098.50 credit
previously provided Tenant). Upon execution of this Second
Amendment, Tenant shall pay Landlord as an increase in the
Security Deposit the amount of $291,656.20. Commencing with the
second Lease year, provided Tenant is not then in default and
provided that Tenant's equity public market capitalization is
then at least $180 million, the amount of the Security Deposit
shall be reduced at the commencement of the following Lease
years so that the remaining Security Deposit is as follows:
Commencement of Remaining Security Deposit
Lease Year # # Months of then Current Rent
--------------- -----------------------------
2 (i.e., 5/14/98) 4 Months
3 (i.e., 5/14/99) 3 Months
4 (i.e., 5/14/00) 2 Months
However, if at any time and from time to time during the Lease
Term, Tenant's equity public market capitalization is less than
$180 million, the amount of the Security Deposit shall be
increased within thirty (30) calendar days thereafter to an
amount equal to five (5) months of then current Rent, subject to
Tenant still being able to have the Security Deposit reduced per
the table above if Tenant's equity public market capitalization
is later restored to more than $180 million."
6. OPTION TO RENEW: The provisions of Paragraph 31. of the Lease
shall apply to the entire Premises of 91,900 rentable square feet
(but not a portion thereof).
7. RIGHT OF FIRST REFUSAL: The provisions of Paragraph 33. of the
Lease shall be deemed satisfied as Tenant has exercised its ROFR.
8. LANDLORD'S TENANT IMPROVEMENTS AS TO EXPANSION AREA PREMISES: The
Lease is hereby amended to include Paragraph 37., Landlord's Tenant
Improvements as to Expansion Area Premises, as follows:
"Landlord shall complete the demolition of the existing Expansion Area
Premises (including the removal of non-functional HVAC and electrical
equipment) and provide:
a. New T-bar ceiling.
b. New drop in parabolic light fixtures.
c. New building standard carpet or floor covering (as selected by
Tenant).
d. New paint.
e. Up to ten new private office/conference rooms with sidelights.
f. New "window wall" to replace the existing "garage door" on the
ground floor.
g. Window blinds on exterior windows.
h. Lobby Upgrades including new building standard carpeting and
lighting.
i. Adequate number of clean and sanitary restroom facilities.
j. Existing HVAC, electrical, roof and the plumbing fixtures in
good working order as of the date of occupancy.
k. One lunch room to include ten (10) lineal feet of building
standard upper and lower cabinets and plumbing, limited to a
working sink with garbage disposal, but excluding any kitchen
equipment or other plumbing.
l. Re-landscaping of the courtyard after existing equipment is
removed.
m. All architectural and planning expenses pertaining to the above.
-3-
<PAGE> 6
Tenant shall reimburse Landlord in an amount equivalent to 6.92% of
Landlord's cost to provide the Landlord's Tenant Improvements outlined
above within thirty (30) days of receipt of Landlord's invoice for
same. Any additional Tenant Improvements required by Tenant are to be
paid for by Tenant provided, however, at Tenant's request, Landlord
will provide additional generic Tenant Improvements as part of the
construction of Landlord's Tenant Improvements as to the Expansion
Area Premises and then amortize the cost thereof into the Rent over
the Lease Term relating to the Expansion Area Premises."
9. ASSIGNMENT OR SUBLEASE: The provisions of Paragraph 19.c. of the Lease
with respect to Landlord's option to terminate the Lease instead of
approving a requested assignment or sublease shall not apply to any
request for Landlord's consent to an assignment or sublease of the
Expansion Area Premises only, provided such request is submitted to
Landlord prior to June 30, 1998. All other provisions of Paragraph 19.
shall remain unchanged.
All other terms and conditions of said Lease shall remain in full force and
effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
date first written above.
TENANT LANDLORD
INFOSEEK CORPORATION LIMAR REALTY CORP. #8
By: /s/ ANDREW E. NEWTON By: /s/ THEODORE H. KRUTTSCHNITT
---------------------------------- -----------------------------
Print Name: Andrew E. Newton Print Name: Theodore H. Kruttschnitt
--------------------------
Its: Vice President & General Counsel Its: President
---------------------------------
-4-
<PAGE> 7
EXHIBIT A (REVISED)
The Premises
This Exhibit A is attached to and made a part of that certain Lease dated March
4, 1997, as amended by the First Amendment dated June 9, 1997 and the Second
Amendment dated July 15, 1997 (collectively, the "Lease"), by and between Limar
Realty Corp. #8 as Landlord and Infoseek Corporation as Tenant.
[PLOT PLAN]
[BUILDING C PREMISES
1ST AND 2ND FLOORS
EXPANSION AREA PREMISES]
[BUILDING A PREMISES
1ST AND 2ND FLOORS
PART OF INITIAL PREMISES]
[BUILDING B PREMISES
1ST FLOOR - PART OF INITIAL PREMISES
2ND FLOOR CONSTITUTES MUST TAKE PREMISES]
<PAGE> 1
Exhibit 11.1
INFOSEEK CORPORATION
STATEMENT OF COMPUTATION OF NET LOSS PER SHARE
(UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Loss $ (4,493) $ (3,696) $(20,533) $(11,986)
Weighted average common shares
outstanding during the period 26,777 25,931 26,452 11,642
Shares related to SAB No. 55, 64
and 83 -- -- -- 4,161
Conversion of preferred stock not
included in shares related to SAB
No. 55, 64, and 83 -- -- -- 4,534
-------- -------- -------- --------
Total shares used in net loss per share 26,777 25,931 26,452 20,337
Net loss per share (Pro forma in 1996) $ (0.17) $ (0.14) $ (0.78) $ (0.59)
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,468
<SECURITIES> 28,106
<RECEIVABLES> 4,798
<ALLOWANCES> (550)
<INVENTORY> 0
<CURRENT-ASSETS> 35,377
<PP&E> 17,836
<DEPRECIATION> (6,340)
<TOTAL-ASSETS> 49,069
<CURRENT-LIABILITIES> 13,193
<BONDS> 0
0
0
<COMMON> 72,968
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 49,069
<SALES> 22,090
<TOTAL-REVENUES> 22,090
<CGS> 4,242
<TOTAL-COSTS> 4,242
<OTHER-EXPENSES> 39,464
<LOSS-PROVISION> 550
<INTEREST-EXPENSE> 436
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,633)
<EPS-PRIMARY> (0.78)
<EPS-DILUTED> (0.78)
</TABLE>
