Table of Contents
Preferred Stock Dividend.
Go2Net sold 546,000 shares of Go2Net preferred stock, convertible into 16.5 million shares of common
stock, to Vulcan Ventures in March and June 1999. This stock was sold at a price of $18.1648 per share which was a discount to the current
market price of common stock into which the preferred stock was then convertible. The discount of $159.9 million was recognized as a
dividend to Vulcan in the year ended December 31, 1999.
Balance Sheet Commentary
Payroll Tax Receivable.
As of December 31, 2001, our balance sheet included $13.2 million recorded as a tax receivable due from the
Federal government. In October 2000, one of our employees exercised non qualified stock options and remitted $12.6 million for federal
income tax based on the market price of the stock on the day of exercise and we remitted the employer payroll tax of $620,000. Due to the
affiliate lock up period from the Go2Net merger, the employee was restricted from transferring or selling the stock until February 2001.
Treasury Regulations provide that the valuation for purposes of determining taxable income is not required until these restrictions have lapsed.
We, therefore, returned the federal income tax withholding to the employee and filed an amendment to our payroll tax return to request the tax
On September 10, 2001, we repurchased approximately 21.7 million shares of our common stock from Vulcan
Ventures Inc. at a discounted purchase price of $1.05 per share in a privately negotiated block transaction. The closing sale price of the stock
on the date of purchase was $1.40. We retired the repurchased shares.
Liquidity and Capital Resources
From our inception in March 1996 through May 1998, we funded operations with approximately $1.5 million in equity financing and, to a
lesser extent, from revenues generated for services performed. In April 1997, Go2Net completed its initial public offering which yielded net
proceeds of approximately $12.8 million. In May 1998, we completed a $5.1 million private placement of our common stock, and in July and
August 1998, we completed an additional private placement of our common stock for $8.2 million. Sales of our common stock to employees
pursuant to our 1998 Employee Stock Purchase Plan also raised $1.7 million in July 1998. Our initial public offering in December 1998 yielded
net proceeds of $77.8 million and a follow on public offering in April 1999 yielded net proceeds of $185.0 million. Our principal source of
liquidity is our cash and cash equivalents, short term investments and long term investments. As of December 31, 2001, we had cash, cash
equivalents and short term investments available for sale of $198.9 million and long term investments available for sale of $94.9 million.
We have pledged a portion of our cash as collateral for standby letters of credit, a bank guaranty and in the form of certificates of deposit
that guarantee the future monthly lease payments for certain of our property leases. At December 31, 2001, the total amount of collateral
pledged under these agreements was approximately $4.7 million, which consisted of $4.0 million of standby letters of credit, $418,000 of
certificates of deposit and $342,000 of bank guaranty.
Net cash used by operating activities was $41.0 million for the year ended December 31, 2001. This represents $20.4 million in the first
quarter, $1.3 million in the second quarter, $14.7 million in the third quarter and $4.6 million in the fourth quarter. The use of cash in the year
ended December 31, 2001 included a cash outlay of $12.6 million for a payroll tax receivable due from the Federal government, $10.6 million
for payment of accrued acquisition fees from 2000, $1.8 million of one time payments to certain employees for retention obligations from
acquisitions, $2.2 million in settlement payments, $1.5 million of one time payouts to the employees for the accelerated vesting of our
contribution to the Venture Fund for the employees, $2.4 million of one time severance pay for the reductions of workforce in the first and
third quarters of 2001 and $500,000 of payments associated with the closure of our Ottawa office. Net cash provided by operating activities
was $16.8 million for the year ended December 31, 2000. Significant components of cash provided by operating activities for the year ended
December 31, 2000 were depreciation and amortization and write offs of acquired