Quarterly Report

Table of Contents

 

 

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

x              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2008

 

o              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: 001-32255

 

ANSWERS CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware		98-0202855
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
237 West 35 th Street, Suite 1101, New York, New York		10001
(Address of principal executive offices)		(Zip Code)

 

(646) 502-4777

(Registrant’s telephone number)

 

 

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes    x                      No    o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated Filer    o          Accelerated filer    x          Non-accelerated filer    o

 

Smaller reporting company    o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes    o                      No    x

 

The number of the registrant’s shares of common stock outstanding was 7,870,538 as of November 5, 2008.

 

 

Table of Contents

 

ANSWERS CORPORATION

 

FORM 10-Q

 

CONTENTS

 

PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	4
	Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007	4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Submission of Matters to a Vote of Security Holders	48
Item 5.	Other Information	49
Item 6.	Exhibits	49
Signatures

 

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INTRODUCTORY NOTE

 

This Report on Form 10-Q for Answers Corporation (“Answers” or the “Company”) may contain forward-looking statements. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. Forward-looking statements include information concerning possible or assumed future business success or financial results. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information.  We believe that it is important to communicate future expectations to investors. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties, which are discussed in Item 1A, “Risk Factors” and in other sections of this Form 10-Q and in our other filings with the Securities and Exchange Commission.  These risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make .

 

Although, there may be events in the future that we are not able to accurately predict or control, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.   Accordingly, to the extent that this Form 10-Q contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that Answers’ actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements.

 

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PART I - FINANCIAL INFORMATION

 

Answers Corporation and Subsidiary

 

Consolidated Balance Sheets (unaudited, in thousands except share and per share data)

 

		September 30		December 31
		2008		2007
		$		$
Assets
Current assets:
Cash and cash equivalents		9,653		6,778
Investment securities		—		700
Accounts receivable		1,786		1,448
Prepaid expenses and other current assets		847		487
Total current assets		12,286		9,413
Long-term deposits (restricted)		225		196
Deposits in respect of employee severance obligations		1,430		1,232
Property and equipment, net of $1,916 and $1,615 accumulated depreciation as of September 30, 2008 and December 31, 2007, respectively		1,175		1,012
Other assets:
Intangible assets, net of $610 and $2,352 accumulated amortization as of September 30, 2008 and December 31, 2007, respectively		1,055		4,766
Goodwill		437		437
Prepaid expenses, long-term, and other assets		274		275
Deferred charges (Lexico acquisition and public offering)		—		1,267
Total other assets		1,766		6,745
Total assets		16,882		18,598
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		364		968
Accrued expenses		717		1,045
Accrued compensation		491		551
Warrant to purchase units of Series B preferred stock and warrants		5,567		—
Capital lease obligation – current portion		77		—
Deferred revenues		22		16
Total current liabilities		7,238		2,580
Long-term liabilities:
Liability in respect of employee severance obligations		1,622		1,233
Capital lease obligation, net of current portion		126		—
Deferred tax liability		23		14
Total long-term liabilities		1,771		1,247
Commitments and contingencies
Series A convertible preferred stock: $0.01 par value; stated value and liquidation preference of $100 per share; 6% cumulative annual dividend; 60,000 and 0 shares authorized, 60,000 and 0 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively		385		—
Stockholders’ equity:
Preferred stock: $0.01 par value; 940,000 shares authorized, none issued		—		—
Common stock; $0.001 par value; 100,000,000 and 30,000,000 shares authorized, 7,870,538 and 7,859,890 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively		8		8
Additional paid-in capital		77,014		73,893
Accumulated other comprehensive loss		(27	)	(28	)
Accumulated deficit		(69,507	)	(59,102	)
Total stockholders’ equity		7,488		14,771
Total liabilities and stockholders’ equity		16,882		18,598

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Answers Corporation and Subsidiary

 

Consolidated Statements of Operations (unaudited, in thousands except share and per share data)

 

		Three months ended September 30				Nine months ended September 30
		2008		2007		2008		2007
		$		$		$		$
Revenues:
Advertising revenue		3,539		2,165		9,536		7,777
Answers service licensing		24		43		61		202
Subscriptions		—		—		—		425
		3,563		2,208		9,597		8,404
Costs and expenses:
Cost of revenue		945		1,179		3,754		3,643
Research and development		866		769		2,670		2,239
Sales and marketing		563		1,221		2,258		3,275
General and administrative		1,311		1,058		3,640		3,003
Write-off of the Brainboost Answer Engine		—		—		3,138		—
Termination fees and write-off of costs relating to the terminated Lexico acquisition and abandoned follow-on offering		—		—		2,543		—
Total operating expenses		3,685		4,227		18,003		12,160
Operating loss		(122	)	(2,019	)	(8,406	)	(3,756	)
Interest (expense) income, net		(43	)	88		30		299
Other income (expense), net		11		—		(38	)	(11	)
Loss resulting from fair value adjustment of warrant to purchase units of Series B preferred stock and warrants		(2,056	)	—		(2,056	)	—
Loss before income taxes		(2,210	)	(1,931	)	(10,470	)	(3,468	)
Income tax benefit (expense)		91		(19	)	65		(33	)
Net loss		(2,119	)	(1,950	)	(10,405	)	(3,501	)
Basic and diluted net loss per common share		(0.31	)	(0.25	)	(1.37	)	(0.45	)
Weighted average shares used in computing basic and diluted net loss per common share		7,865,263		7,854,053		7,861,681		7,844,900

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Answers Corporation and Subsidiary

 

Consolidated Statements of Cash Flows (unaudited, in thousands)

 

		Nine months ended September 30
		2008		2007
		$		$
Cash flows from operating activities:
Net loss		(10,405	)	(3,501	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,080		1,356
Deposits in respect of employee severance obligations		(198	)	(196	)
Increase in liability in respect of employee severance obligations		380		310
Stock-based compensation to employees and directors		1,312		1,698
Write-off of the Brainboost Answers Engine		3,138		—
Write-off of amounts paid in prior periods, relating to the terminated Lexico acquisition and abandoned follow-on offering		663		—
Fair value adjustment of warrant to purchase units of Series B preferred stock and warrants		2,056		—
Loss on disposal of property and equipment		4		3
Decrease in deferred tax asset		9		33
Gains from exchange rate forward contracts, net		(46	)	(19	)
Exchange rate losses		38		11
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(339	)	270
Decrease (increase) in prepaid expenses and other assets		1		(29	)
(Decrease) increase in accounts payable		(254	)	28
(Decrease) increase in accrued expenses and other current liabilities		(150	)	57
Increase (decrease) in deferred revenues		6		(443	)
Net cash used in operating activities		(2,705	)	(422	)
Cash flows from investing activities:
Capital expenditures		(435	)	(515	)
Increase in long-term deposits		(28	)	(265	)
Deferred charges relating to planned acquisition		—		(398	)
Purchases of investment securities		—		(4,166	)
Proceeds from sales of investment securities		700		6,047
Net cash provided by investing activities		237		703
Cash flows from financing activities:
Payment of capital lease obligation		(36	)	—
Redpoint financing, net of $620 thousand issuance costs		5,380		—
Stock registration costs		(47	)	—
Deferred charges relating to planned financing		—		(109	)
Exercise of common stock options		10		145
Net cash provided by financing activities		5,307		36
Effect of exchange rate changes on cash and cash equivalents		36		—
Net increase in cash and cash equivalents		2,875		317
Cash and cash equivalents at beginning of period		6,778		4,976
Cash and cash equivalents at end of period		9,653		5,293
Supplemental disclosures of cash flow information:
Income taxes paid		7		6
Non-cash investing activities:
Acquisition of assets through capital lease obligation		239		—
Deferred charges relating to planned acquisition		—		100
Unrealized net loss from securities		—		2
Non-cash financing activities:
Deferred charges relating to planned financing		—		275
Increase in accrued dividends		106		—

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 - Business

 

Answers Corporation (“the Parent”) was founded as a Texas corporation on December 22, 1998, and reorganized as a Delaware corporation in April 1999. On December 27, 1998, the Parent formed a subsidiary based in Israel (“the Subsidiary”), primarily for the purpose of providing research and development services to the Parent. The Parent and its wholly owned Subsidiary are collectively referred to as “the Company.” The Parent is a public company and trades on the Nasdaq Capital Market under the symbol “ANSW”.

 

As of September 30, 2008, approximately $446 thousand of the Company’s net assets were located outside of the United States.

 

The Company provides answer-based search services to users primarily through its websites, Answers.com and WikiAnswers.com.

 

On June 16, 2008, the Company raised $6,000,000, before related fees and costs, in a private placement offering. See Note 5 for further details.

 

In an effort to improve monetization, in the fourth quarter of 2006, the Company began marketing directly to advertisers and generating additional advertising revenue. However, at the end of the second quarter of 2008, the Company decided to abandon that effort, and by the end of the third quarter of 2008, the direct sales staff left the Company. In connection with the winding down of this effort, the Company recorded a charge of $90,000, in the second quarter of 2008, to account for the estimated cost of terminating certain related service contracts and employment agreements.

 

In the first quarter of 2008, the Company’s planned acquisition of Lexico Publishing Group LLC and the related planned offering of securities were terminated due to unfavorable market conditions. As a result, the Company recorded a charge to its statement of operations, amounting to approximately $2.54 million. See Note 10 (g) for further details.

 

In the second quarter of 2008, the Company abandoned its use of the Brainboost Answer Engine (see Note 4).

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of Answers Corporation and its Subsidiary and are presented in accordance with accounting principles generally accepted in the United States. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The accompanying unaudited consolidated financial statements were prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. All adjustments, which are, in the opinion of management, of a normal recurring nature and are necessary for a fair presentation of the interim financial statements, have been included. Nevertheless, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting periods. Actual results could differ from those estimates.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 2 - Summary of Significant Accounting Policies (cont’d)

 

Revenue Recognition

 

The Company, through its websites Answers.com and WikiAnswers.com, generates revenues via advertising in the form of sponsored links and image ads. This includes both pay-per-performance ads and paid-for-impression advertising. In the pay-per-performance model, the Company earns revenue based on the number of clicks associated with such ads. In the paid-for-impression model, the Company’s revenue is derived from the display of ads.

 

The majority of the Company’s advertising revenue has been obtained through the efforts of third parties and has not been the result of direct contracts with advertisers. The third party is obligated to pay the Company a portion of the revenue it receives from advertisers, as compensation for the Company’s sale of promotional space on its Internet properties. Amounts received from such third parties are reflected as revenue in the period in which such advertising services are provided.

 

The Company also earns revenues from partners that pay the Company for providing them with answer-based services that they then use in their own products, via co-branded web pages.

 

In 2003, the Company sold lifetime subscriptions to its GuruNet product, which had no defined termination date. Cash received from such lifetime subscriptions was recorded as deferred revenues and amounted to $425,000. In February 2007, in accordance with the Company’s rights under the agreements it previously entered into with such lifetime subscribers, the Company terminated its GuruNet service and thereby extinguished its service obligation to such subscribers. Thus, the Company recognized the $425,000 previously deferred, as revenue in the first quarter of 2007.

 

The Company earned advertising revenue from its two web properties, as follows:

 

		Three months ended September 30				Nine months ended September 30
		2008		2007		2008		2007
		$ (in thousands)
Advertising revenue
Answers.com		1,579		1,861		4,891		7,179
WikiAnswers		1,960		304		4,645		598
		3,539		2,165		9,536		7,777

 

Accounting for Stock-Based Compensation

 

The fair value of stock options granted to employees and directors, is estimated at the date of grant using the Black-Scholes option-pricing model, which takes into consideration the share price at the date of grant, the exercise price of the option, the expected life of the option, expected interest rates and the expected volatility.

 

Through December 31, 2006, due to the lack of adequate history of its own stock volatility, the Company estimated its own expected stock volatility based on the historical stock volatility of three other comparable publicly held companies. During 2007, as the Company accumulated its own volatility history over longer periods of time, the Company’s assumptions about its stock price volatility were based on a rate that has been derived by taking into consideration the volatility rates of the aforesaid comparable publicly held companies as well as its own historical volatility rates. Beginning in 2008, the Company estimates its expected stock volatility based solely on its own historical stock volatility rates.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 2 - Summary of Significant Accounting Policies (cont’d)

 

Net Loss per Common Share

 

Basic and diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is the same as basic net loss per share as the inclusion of the Company’s outstanding common stock equivalents would be anti-dilutive.

 

The table below presents the computation of basic and diluted net loss per common share:

 

		Three months ended September 30				Nine months ended September 30
		2008		2007		2008		2007
		$ (in thousands, except share and per share data)
Net loss		(2,119	)	(1,950	)	(10,405	)	(3,501	)
Series A Convertible Preferred Stock dividends		(91	)	—		(106	)	—
Amortization of Series A Convertible Preferred Stock discounts		(239	)	—		(279	)	—
Net loss attributable to common shares		(2,449	)	(1,950	)	(10,790	)	(3,501	)
Weighted average shares used in computing basic and diluted net loss per common share		7,865,263		7,854,053		7,861,681		7,844,900
Basic and diluted net loss per common share		(0.31	)	(0.25	)	(1.37	)	(0.45	)

 

Derivatives and hedging

 

The Company accounts for derivatives and hedging based on Statement of Financial Accounting Standards 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). SFAS 133 requires the Company to recognize all derivatives on the balance sheet at fair value. If the derivatives meet the definition of a hedge and are so designated, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is recognized in earnings.

 

During the nine months ended September 30, 2008 and 2007, the Subsidiary entered into option contracts to hedge certain foreign currency denominated expenses. These derivatives were not designated as hedging instruments under the rules of SFAS 133 and, therefore, the net gains (losses) are recognized in earnings as they occur. Such gains (losses) are included in operating expenses as follows:

 

		Three months ended September 30				Nine months ended September 30
		2008		2007		2008		2007
		$ (in thousands)
Cost of revenue		(3	)	8		6		8
Research and development		(26	)	23		22		23
Sales and marketing		(2	)	22		5		22
General and administrative		(13	)	16		13		16
		(44	)	69		46		69

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 2 - Summary of Significant Accounting Policies (cont’d)

 

Recently Issued Accounting Standards

 

In March 2008, the FASB issued Statement of Financial Accounting Standards 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 gives financial statement users better information about the reporting entity’s hedges by providing for qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods within those years. The Company is currently evaluating the potential impact of the adoption of SFAS 161 on its consolidated financial position, results of operations and cash flows.

 

On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1(FSP APB 14-1), “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” . FSP APB 14-1 requires issuers of convertible debt that may be settled wholly or partly in cash when converted to account for the debt and equity components separately. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 and must be applied retrospectively to all periods presented. The Company is currently evaluating the potential impact of the adoption of FSP APB 14-1 on its consolidated financial statements.

 

Note 3 – Capital Leases

 

In April 2008, the Company entered into several capital lease agreements to purchase equipment for its new co-location server facility (see note 10 (b)). The capitalized leases are included in property and equipment as follows:

 

		As of September 30
		2008		2007
		$ (in thousands)
Computer equipment		239		—
Less: accumulated depreciation		(38	)	—
		201		—

 

Note 4 – Brainboost Answer Engine

 

In December 2005, the Company acquired Brainboost Technology, LLC, developer of the Brainboost Answer Engine (“BAE”), an artificial intelligence technology enabling natural language question-and-answer search on the Web. As consideration for the acquisition, the Company paid $4.0 million in cash and 439,000 shares of its restricted stock, valued at approximately $5.6 million at the time of the acquisition. In connection with the initial allocation of the purchase price, the Company recorded an intangible asset, with an estimated useful life of six years, of approximately $5.4 million.

 

In the second quarter of 2008, the Company decided to focus its efforts, in the realm of questions-and-answers, solely on user-generated, questions-and-answers, and effectively abandoned its use of the BAE. This decision was implemented on May 25, 2008, when changes were made to Answers.com, virtually eliminating the use of the BAE, which the Company believes has no further service potential.

 

As a result of the Company’s decision to effectively abandon its use of the BAE, the net book value of the BAE as of May 25, 2008, in the amount of $3,138,000, was written off, and the resulting charge is included in the Company’s operating expenses for the nine months ended September 30, 2008.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 5 – Redpoint Financing

 

On June 16, 2008, pursuant to a private placement of the Company’s securities, Redpoint Omega, L.P. and Redpoint Omega Associates, LLC (collectively, “Redpoint”) purchased $6,000,000 of the Company’s Series A Convertible Preferred Stock, initially convertible into 1,333,333 shares of common stock at a conversion price of $4.50 per share, and Common Stock Purchase Warrants exercisable for 666,667 shares of common stock at an exercise price of $4.95 per share (“Series A Warrants”). Redpoint also received a warrant, exercisable until June 16, 2009, to purchase units of up to $7 million of Series B Convertible Preferred Stock and Common Stock Purchase Warrants exercisable for 636,364 shares of common stock (“Series B Warrants”). The Series B Convertible Preferred Stock is initially convertible into 1,272,727 shares of common stock at a conversion price of $5.50 per share. The Series B Warrants have an exercise price of $6.05 per share. After deducting placement agent fees and legal expenses, the Company’s net proceeds from the private placement were approximately $5,380,000. The Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, the Series A Warrants and the Series B Warrants are collectively referred to as the “Redpoint Securities”. The warrant to purchase units of Series B Convertible Preferred Stock and Series B Warrants is referred to as the “Series B Unit Warrant”.

 

The Series A Convertible Preferred Stock has the rights and preferences set forth in the Company’s Certificate of Designations, which amended the Company’s Amended and Restated Certificate of Incorporation as of its date of filing on June 16, 2008 (see Note 7). The Series B Convertible Preferred Stock, if purchased by Redpoint pursuant to its Series B Unit Warrant, will have similar rights and preferences as the Series A Convertible Preferred Stock.

 

In connection with the private placement the Company entered into a registration rights agreement with Redpoint, pursuant to which the Company agreed to register with the SEC for resale the common stock underlying the Redpoint Securities. In connection with the registration rights agreement, the Company agreed to pay a penalty of 1.0% per month, on a daily pro rata basis, up to a maximum of 8.0%, of the aggregate purchase price, as partial liquidated damages, for certain default events and subject to certain circumstances. The partial liquidated damages may trigger if the registration statement, which the Company filed on July 30, 2008, and which was declared effective by the SEC on September 16, 2008, ceases to remain continuously effective. The Company also agreed to use its reasonable best efforts to obtain all required stockholder approval for the authorization and issuance of the common stock underlying the Redpoint Securities by September 15, 2008, and such approval was obtained on September 9, 2008.

 

In connection with the private placement, Redpoint received the right to appoint an individual to serve as a voting member of the Company’s board of directors. If Redpoint exercises the Series B Unit Warrant and meets certain ownership requirements, it will be entitled to appoint a second member to the Company’s board of directors.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 5 – Redpoint Financing (cont’d)

 

Accounting

 

The $6,000,000 of proceeds from the Redpoint Financing were first allocated to the Series B Unit Warrant, which was classified as a liability, based on its fair value, and the residual amount was allocated among the Series A Convertible Preferred Stock and the Series A Warrants based on their relative fair values, all in accordance with the guidance in SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” , and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” . The Series A Convertible Preferred Stock has been classified as temporary equity, in accordance with the guidance in EITF D-98, “Classification and Measurement of Redeemable Securities” , and the Series A Warrants have been classified in permanent equity.

 

In recording the effects of the transaction, the Company allocated the consideration from the purchase of the Redpoint Securities as follows:

 

		Series A Convertible Preferred Stock		Series A Warrants		Series B Unit Warrant		Total
		$ (in thousands)
Allocated amount		1,972		517		3,511		6,000
Less: Transaction costs		(204	)	(53	)	(363	)	(620	)
		1,768		464		3,148		5,380

 

Transaction costs were allocated on a pro rated basis, based on the amounts allocated to each of the components of the transaction. Transaction costs relating to the Series A Convertible Preferred Stock and Series A Warrants have been reflected as a reduction to the proceeds from the issuance of such instruments. Transaction costs relating to the Series B Unit Warrant have been deferred and are being amortized to interest expense over one year, which is the life of the warrant.

 

Series A Convertible Preferred Stock

 

In accordance with guidance in EITF D-98, “Classification and Measurement of Redeemable Securities” and other accounting literature, the Series A Convertible Preferred Stock has been recorded at its initial relative fair value and classified in temporary equity. Subsequent changes to its fair value will not be recognized as long as the stock continues to be classified as temporary equity and not as a liability.

 

Series A Warrants

 

The relative fair value of the Series A Warrants, as explained above, has been recorded and classified as additional paid in capital in permanent equity, as described above, with a corresponding discount to the Series A Convertible Preferred Stock. Such discount is amortized to paid-in capital through the earliest redemption date of the stock, which is six years after the date of issuance. As of September 30, 2008, approximately $22,000 of such discount has been amortized.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 5 – Redpoint Financing (cont’d)

 

Series B Unit Warrant

 

The Series B Unit Warrant has been recorded as a liability, with a corresponding discount to the Series A Convertible Preferred Stock. Such discount is amortized against paid-in capital through the earliest redemption date of the stock, which is six years after the date of issuance. As of September 30, 2008, approximately $171,000 of such discount has been amortized.

 

The Series B Unit Warrant is revalued each reporting date. The Company assessed the value of the Series B Unit Warrant as of September 30, 2008, as compared to its value, as reported, as of June 30, 2008. The change in the amount of $2,056,000 has been included in the statement of operations as loss resulting from fair value adjustment of warrant to purchase units of Series B preferred stock and warrants for the three and nine months ended September 30, 2008.

 

Beneficial Conversion Feature

 

The effective conversion rate of the Series A Convertible Preferred Stock, after allocation of the proceeds as described above, as compared to the fair market value of the Company’s common stock on the date of issuance, represents an additional beneficial conversion value. Thus, the Company recorded an additional discount to the Series A Convertible Preferred Stock, with a corresponding increase in paid-in capital, of $1,768,000, reducing the Series A Convertible Preferred Stock to zero. In accordance with EITF 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments” , the aforesaid discount is amortized to paid-in capital over six years from the date of issuance, the earliest redemption date of the stock. As of September 30, 2008, approximately $86,000 of such discount has been amortized.

 

There are additional features of the Series A Convertible Preferred Stock which represent contingent beneficial conversion features, to be reevaluated in the future. In the event that the facts and circumstances indicate that a contingency is removed, at that point the beneficial conversion feature, if any, will be recorded.

 

Dividends

 

The Series A Convertible Preferred Stock accrues cumulative dividends at a rate of 6% per annum whether or not dividends have been declared by the Company’s Board of Directors and whether or not there are profits, surplus or other funds available for the payment of such dividends.  Due to the Company’s decision to pay such dividends in the form of shares of common stock, the dividend accrual is reflected as an increase in the stated value of the Series A Convertible Preferred Stock with a corresponding decrease in the additional paid-in capital.

 

Note 6 – Fair Value Measurements

 

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards 157, “Fair Value Measurements”, (SFAS 157), except as it applies to the nonfinancial assets and nonfinancial liabilities subject to FASB Staff Position No. 157-2. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

The Company measures its cash equivalents, foreign currency derivative contracts, deposits in respect of employee severance pay and Warrant to purchase units of Series B preferred stock and warrant, at fair value. In accordance with SFAS 157, the Company’s cash equivalents, foreign currency derivative contracts and deposits in respect of employee severance pay are classified within Level 1 or Level 2. This is because the cash equivalents, foreign currency derivative contracts and deposits in respect of employee severance pay are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Warrant to purchase units of Series B preferred stock and warrants is classified within Level 3 because it is valued using a combination of Monte-Carlo simulation and Black-Scholes model. Some of the inputs to this valuation are unobservable in the market and are significant.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 6 – Fair Value Measurements (cont’d)

 

Assets and liabilities measured at fair value are summarized below:

 

		Fair value measurement at reporting date using
Description		September 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		$ (in thousands)
Assets
Cash Equivalents
Money Market Funds		8,264		8,264		—		—
Foreign currency derivative contracts		11		—		11		—
Deposits in respect of employee severance pay		1,430		1,430		—		—
Total Assets		9,705		9,694		11		—
Liabilities
Warrant to purchase units of Series B preferred stock and warrants		5,567		—		—		5,567

 

The following table presents the Company’s assets measured at fair value using significant unobservable inputs (Level 3) as defined in SFAS 157, as of September 30, 2008:

 

		Level 3
		$ (in thousands)
Balance at December 31, 2007		—
Initial valuation of warrant to purchase units of Series B preferred stock and warrants		3,511
Loss resulting from fair value, included in statement of operations for the three and nine months ended September 30, 2008		2,056
Balance at September 30, 2008		5,567

 

 

Note 7 - Series A Convertible Preferred Stock

 

The following table summarizes the changes in the Series A Convertible Preferred Stock resulting from issuance through September 30, 2008:

 

		$ (in thousands)
Gross proceeds		6,000
Issuance costs		(204	)
Discount resulting from the issuance of the Series A Warrants		(517	)
Discount resulting from the issuance of the Series B Unit Warrant		(3,511	)
Discount resulting from the Beneficial Conversion Feature		(1,768	)
Amortizations of discounts from closing through September 30, 2008		279
Accrued dividends		106
		385

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 7 - Series A Convertible Preferred Stock (cont’d)

 

As a result of the Redpoint Financing (see note 5), the Company’s Amended and Restated Certificate of Incorporation has been amended to provide for the issuance of up to 60,000 shares of Series A Convertible Preferred Stock with a stated value of $100 per share (the “Stated Value”) pursuant to the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Convertible Preferred Stock filed with the State of Delaware on June 16, 2008 (the “Certificate of Designations”).

 

The Certificate of Designations provides for the following rights and preferences:

 

Dividends

 

The Series A Convertible Preferred Stock will accrue cumulative dividends at a rate of 6% per annum whether or not dividends have been declared by the Board of Directors and whether or not there are profits, surplus or other funds available for the payment of such dividends.  Dividends may be payable in kind at the option of the Company upon satisfaction of certain conditions.

 

Voting Rights

 

The Series A Convertible Preferred Stock shall vote on an as converted basis with the Company’s common stock.  So long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the shares of the Series A Convertible Preferred Stock then outstanding (each holder of Series A Convertible Preferred Stock, a “ Holder “ and collectively, the “ Holders) , (a) alter or change adversely the powers, preferences or rights given to the Series A Convertible Preferred Stock or alter or amend the Certificate of Designations (whether by merger, consolidation or otherwise), (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation senior to or otherwise pari passu with the Series A Convertible Preferred Stock, except for any series of Preferred Stock issued to the Holders, (c) amend its certificate of incorporation or other charter documents (whether by merger, consolidation or otherwise) so as to affect adversely any rights of the Holders, (d) increase or decrease the authorized number of shares of Series A Convertible Preferred Stock, or (e) enter into any agreement with respect to the foregoing.

 

Liquidation

 

Upon an event of liquidation, as defined in the Certificate of Designations (a “Liquidation”), the Holders shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series A Convertible Preferred Stock an amount equal to greater of (i) the Stated Value per share plus any accrued and unpaid dividends thereon and any other fees or liquidated damages owing thereon before any distribution or payment shall be made to the holders of any junior securities or (ii) such amount per share as would have been payable had all shares of Series A Convertible Preferred Stock been upon any such Liquidation converted to common stock immediately prior to such Liquidation, in any case, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be distributed among the Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

 

Conversions at Option of Holder

 

Each share of Series A Convertible Preferred Stock shall be convertible into that number of shares of common stock (“Common Stock”) determined by dividing the Stated Value plus any accrued but unpaid dividends thereon (to the extent not already included in the Stated Value) of such share of Series A Convertible Preferred Stock by $4.50 (the “Conversion Price”), at the option of the Holder, at any time and from time to time.

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 7 - Series A Convertible Preferred Stock (cont’d)

 

Mandatory Conversion

 

Beginning December 16, 2009, provided certain conditions are satisfied, if the closing price of the Common Stock equals an average of $13.50 (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) per share for the 45 consecutive trading days immediately prior to the Automatic Conversion Notice Date (as defined below), and average daily volume of the Common Stock on The Nasdaq Capital Market averages at least $1,000,000 during such measurement period, unless the Holder is prohibited from converting the Series A Convertible Preferred Stock pursuant to certain limitations set forth in the Certificate of Designations, the Company shall have the right to deliver a notice to the Holder (an Automatic Conversion Notice, and the date such notice is received by the Holder, the Automatic Conversion Notice Date), to convert any portion of the shares of Series A Convertible Preferred Stock then held by the holder into shares of Common Stock at the then-effective Conversion Price.

 

Redemption

 

At anytime on or after June 16, 2014, upon written request by the majority of the Holders, the Company shall redeem all or any portion of the then outstanding Series A Convertible Preferred Stock, for an amount in cash equal to the sum of (i) 100% of the aggregate Stated Value then outstanding and (ii) accrued but unpaid dividends (to the extent not already included in Stated Value) and (iii) all liquidated damages and other amounts due in respect of the Series A Convertible Preferred Stock.

 

Subsequent Equity Sales

 

If the Company, at any time while Series A Convertible Preferred Stock is outstanding, shall sell or grant any option to purchase or otherwise dispose of or issue any Common Stock or Common Stock equivalents entitling any person to acquire shares of Common Stock, at an effective price per share less than the then effective Conversion Price, then, the Conversion Price shall be adjusted on a broad weighted average basis.

 

Participation Rights

 

At any time while Series A Convertible Preferred Stock is outstanding (or the Common Stock issuable or issued upon conversion thereof) and the Holders or their affiliates collectively hold a majority of the outstanding Series A Convertible Preferred Stock (or the Common Stock issuable or issued upon conversion thereof) purchased by the Holders, each Holder shall have a right to participate pro rata with respect to the issuance or possible issuance by the Company of any future equity or equity-linked securities or debt which is convertible into or exercisable or exchangeable for equity or in which there is an equity component on the same terms and conditions as offered by the Company to the other purchasers of such securities.

 

Note 8 – Stockholders’ Equity

 

General

 

The following table summarizes the changes in the Company’s stockholders’ equity during the nine-month period ending September 30, 2008:

 

		$ (in thousands)
December 31, 2007		14,771
Stock-based compensation		1,312
Discount resulting from the issuance of the Series A Warrants		464
Discount resulting from the Beneficial Conversion Feature		1,768
Amortizations of discounts from closing through September 30, 2008		(279	)
Accrued dividends		(106	)
Stock registration costs		(47	)
Exercise of stock options		10
Net loss for the period		(10,405	)
September 30, 2008		7,488

 

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ANSWERS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 8 – Stockholders’ Equity (cont’d)

 

Common Stock

 

At the stockholders’ annual meeting which was held on September 9, 2008, the stockholders of the Company agreed t o amend the Company’s Amended and Restated Certificate of Incorporation to increase the authorized common stock to 100,000,000 shares from 30,000,000 shares;

 

Stock Warrants

 

As of September 30, 2008, there were 1,824,430 outstanding stock warrants with a weighted average exercise price of $12.09. All warrants are exercisable immediately. No warrants were exercised during the nine months ended September 30, 2008.

 

Stock Options

 

During the nine months ended September 30, 2008, the Company granted a total of 410,150 stock options to its employees and officers at an average exercise price of $4.17 per option. Additionally, during the same period, 10,648 stock options were exercised and 198,324 stock options were forfeited.

 

The total fair value of stock options vested during the nine months ended September 30, 2008, amounted to $1,312 thousand and was recorded as stock-based compensation expense.

 

At the stockholders’ annual meeting which was held on September 9, 2008, the stockholders of the Company agreed t o amend the Company’s 2005 Incentive Compensation Plan to increase the number of shares available for grant under such plan from 1,100,000 shares to 1,350,000 shares. As of September 30, 2008, 240,515 and 17,850 options were available for grant under the 2005 Plan and the 2004 Stock Plan, respectively. All Prior Option Plans are closed for future grants.

 

Note 9 – Income Taxes

 

FIN 48

 

As of September 30, 2008 and December 31, 2007, the Company’s unrecognized tax benefits, including associated estimated interest and penalties which were not material, were $70 thousand and $263 thousand, respectively.  Of the total unrecognized tax benefits at September 30, 2008 and December 31, 2007, approximately $68 thousand and $114 thousand, if recognized, would impact the effective tax rate in those respective periods.

 

In September 2008, the Israeli income tax authorities completed its audit of the Subsidiary for the tax years 2004 through 2006, resulting in no adjustments, pending final approval. As a result of the findings of such audit, the Company reversed previously accrued tax provisions.

 

Note 10 - Commitments and Contingencies

 

(a)           Future minimum lease payments under non-cancelable operating leases for office space and cars, as of September 30, 2008, are as follows:

 

Year ending December 31		$ (in thousands)
2008 (three months ending December 31, 2008)		142
2009		507
2010		309
2011		11
		969

 

Rental expense for operating leases for the three months ended September 30, 2008 and 2007 was approximately $158,000, and $126,000, respectively. Rental expense for operating leases for the nine months ended September 30, 2008 and 2007 was approximately $456,000, and $370,000, respectively.

 

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ANSWERS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

Note 10 – Commitments and Contingencies (cont’d)

 

(b)          Future minimum lease payments under non-cancelable capital leases for computer equipment, as of September 30, 2008, are as follows:

 

Year ending December 31		Principal		Interest
		$ (in thousands)
2008 (three months ending December 31, 2008)		19		2
2009		78		8
2010		82		3
2011		24		1
		203		14

 

(c)           A bank guarantee given to the Subsidiary’s landlord, is secured by a restricted long-term deposit of $139,000 and collateralized by some of the Subsidiary’s bank deposits (as of September 30, 2008, such deposits amounted to $361,000).

 

(d)          In the ordinary course of business, the Company enters into various arrangements with vendors and other business partners, principally for content, web-hosting, marketing and various consulting arrangements. As of September 30, 2008, the total future commitments under these arrangements amount to approximately $711,000.

 

(e)           In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of its breach of agreements, services to be provided by it, or from intellectual property infringement claims made by third parties. Additionally, the Company, through its operating agreement, has indemnified its members, officers, employees, and agents serving at the request of the Company to the fullest extent permitted by applicable law. It is not possible to determine the maximum potential amount of liability under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses. To date, the Company has not incurred costs as a result of obligations under these agreements and has not accrued any liabilities related to such indemnification obligations in its accompanying financial statements.

 

(f)             From time to time, the Company receives various legal claims incidental to its normal business activities, such as intellectual property infringement claims and claims of defamation and invasion of privacy. Although the results of claims cannot be predicted with certainty, the Company believes the final outcome of such matters will not have a material adverse effect on its financial position, results of operations, or cash flows.

 

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