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diverting management's attention from other business concerns;
impairing relationships with our employees, customers, merchant banks and aggregators and wireless carriers;
losing key employees of acquired companies; and
failing to achieve the anticipated benefits of these acquisitions in a timely manner.
The success of the operations of companies and technologies which we have acquired will often depend on the continued efforts of the
management of those acquired companies. Accordingly, we have typically attempted to retain key employees and members of existing
management of acquired companies under the overall supervision of our senior management. We have, however, not always been successful in
these attempts at retention.
Our revenues are attributable to a small number of customers, the loss of any one of which could harm our financial results.
We derive a substantial portion of our revenues from a small number of customers. We expect that this concentration will continue in the
foreseeable future. Our top ten customers represented 38% of our revenues for the year ended December 31, 2001, 32% of our revenues for
fiscal year 2000 and 30% of our revenues for fiscal year 1999. No single customer accounted for more than 10% of our revenues in fiscal year
2001. However, Verizon and Overture each accounted for more than 10% of our revenues for the quarter ended December 31, 2001. We expect
each of these two companies to continue to represent more than 10% of revenue in future quarters. If we lose any of these customers, or if any
of these customers are unable or unwilling to pay us amounts that they owe us, our financial results will suffer.
Our revenues are dependent on our relationships with companies who distribute our application services.
We will not be able to continue generating revenues from advertising, commerce transaction fees and subscription fees unless we can
secure and maintain distribution for our products and application services on acceptable commercial terms through a wide range of customers
and resellers including Web portals, merchant banks and other financial institutions, and wireless carriers who provide access to our products
and application services to their customers. In particular, we expect that America Online, Inc. (AOL), its CompuServe and Digital City
divisions and Microsoft Network, LLC (MSN), will account for a substantial portion of our wireline traffic. We also rely on our relationships
with regional Bell operating companies and other merchant banks and financial institutions, including American Express and Wells Fargo, for
distribution of our merchant services. Our agreements with these companies typically are for between one and three years and automatically
renew for successive terms thereafter, subject to termination on short notice. We cannot assure you that such arrangements will not be
terminated or that such arrangements will be renewed upon expiration of their terms. Additionally, we cannot assure you that these
relationships will be profitable or result in benefits to us that outweigh the costs of the relationships. We pay carriage fees to AOL and MSN. If
we lose a major Web portal or destination Web site, we may be unable to timely or effectively replace the traffic with comparable traffic
patterns and user demographics.
We depend on third parties for content, and the loss of access to this content could cause us to reduce our product offerings to
We typically do not create our own content. Rather, we acquire rights to information from numerous third party content providers, and our
future success is highly dependent upon our ability to maintain relationships with these content providers and enter into new relationships with
other content providers.
We typically license content under arrangements that require us to pay usage (per query) or fixed monthly fees for the use of the content
or require us to pay under an advertising revenue sharing arrangement. In the