##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 Commission File Number: 0-17932
 Web.com, Inc.
 (Exact name of registrant as specified in its charter)
 Minnesota
(State or other jurisdiction
of incorporation or organization)
    
    41-1404301
(I.R.S. Employer
Identification No.)
 303 Peachtree Center Avenue, Suite 500, Atlanta, GA 30303
(Address, including Zip Code, of principal executive offices)
 (404) 260-2477
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Registered on The Nasdaq National Market
 þ o
  o þ o
 o þ




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##### 



PART
1. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
    
    
    12Item 3. Quantitative And Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16PART 2. OTHER INFORMATION
    
    
    18Item 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    24Item 3.
    
    Defaults Upon Senior Securities
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 5.
    
    Other Information
    
    
    25Item 6.
    
    Exhibits
    
    
    25EX-31.1 SECTION 306 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO
  2




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##### Table of Contents



PART 1. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 For the three months endedMarch 31,
    
    
    February 28,2006
    
    
    2005Revenues
    
    $
    12,262
    
    
    $
    22,622Operating costs and expenses:Network operating costs, exclusive of depreciation shown below*
    
    
    2,384
    
    
    
    5,304Sales and marketing, exclusive of depreciation shown below*
    
    
    3,150
    
    
    
    4,381Technical support, exclusive of depreciation shown below*
    
    
    1,722
    
    
    
    3,654General and administrative, exclusive of depreciation shown below*
    
    
    9,912
    
    
    
    7,706Bad debt expense
    
    
    277
    
    
    
    465Depreciation and amortization
    
    
    1,134
    
    
    
    5,306Restructuring costs
    
    
    43
    
    
    
    Other expense (income), net
    
    
    (1
    )
    
    
    72Total operating costs and expenses
    
    
    18,621
    
    
    
    26,888Operating loss
    
    
    (6,359
    )
    
    
    (4,266
    )Interest income (expense), net
    
    
    261
    
    
    
    83Loss from continuing operations before income taxes
    
    
    (6,098
    )
    
    
    (4,183
    )Income tax benefit
    
    
    854
    
    
    
    Net loss from continuing operations
    
    
    (5,244
    )
    
    
    (4,183
    )Loss from
discontinued operations, net of taxes
    
    
    (259
    )
    
    
    (89
    )Net loss
    
    $
    (5,503
    )
    
    $
    (4,272
    )Net loss per share, basic and diluted:Continuing operations
    
    $
    (0.32
    )
    
    $
    (0.26
    )Discontinued operations
    
    
    (0.02
    )
    
    
    (0.01
    )$
    (0.34
    )
    
    $
    (0.27
    )Number of shares used in per share calculation:Basic and diluted
    
    
    16,395
    
    
    
    16,026
 
 (*) Includes stock-based compensation as follows:Network operating costs
    
    $
    6
    
    
    $
    Sales and marketing
    
    
    15
    
    
    
    Technical support
    
    
    8
    
    
    
    General and administrative
    
    
    5,308
    
    
    
    162Total stock-based compensation
    
    $
    5,337
    
    
    $
    162
  3




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##### Table of Contents



As ofMarch 31,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assetsCash and cash equivalents
    
    $
    16,790
    
    
    $
    17,370Trade receivables, net of allowance for doubtful accounts
    
    
    1,559
    
    
    
    1,812Other receivables
    
    
    706
    
    
    
    1,180Other current assets
    
    
    1,707
    
    
    
    2,026Restricted investments
    
    
    278
    
    
    
    276Total current assets
    
    
    21,040
    
    
    
    22,664Restricted investments
    
    
    8,567
    
    
    
    9,015Securities, held-to-maturity
    
    
    53
    
    
    
    53Property, plant and equipment, net
    
    
    6,435
    
    
    
    6,303Goodwill
    
    
    907
    
    
    
    921Intangibles, net
    
    
    6,233
    
    
    
    6,568Other assets
    
    
    5,606
    
    
    
    5,600Total assets
    
    $
    48,841
    
    
    $
    51,124Liabilities and shareholders equityCurrent liabilitiesAccounts payable
    
    $
    910
    
    
    $
    934Accrued expenses
    
    
    6,290
    
    
    
    6,232Accrued restructuring charges
    
    
    3,121
    
    
    
    4,416Current portion of long-term debt and capital lease obligations
    
    
    1,708
    
    
    
    1,693Deferred revenue
    
    
    4,671
    
    
    
    4,637Total current liabilities
    
    
    16,700
    
    
    
    17,912Long-term debt and capital lease obligations
    
    
    3,384
    
    
    
    3,850Deferred revenue, long-term
    
    
    243
    
    
    
    206Other liabilities
    
    
    355
    
    
    
    934Total liabilities
    
    
    20,682
    
    
    
    22,902Commitments and contingencies (note 8)
    
    
    
    
    
    
    Shareholders equityCommon stock, $.01 par value, authorized 26 million shares,
issued and outstanding 16.6 and 16.6 million shares, respectively
    
    
    166
    
    
    
    166Additional capital
    
    
    330,933
    
    
    
    325,493Warrants
    
    
    2,128
    
    
    
    2,128Note receivable from shareholder
    
    
    (735
    )
    
    
    (735
    )Accumulated deficit
    
    
    (304,333
    )
    
    
    (298,830
    )Total shareholders equity
    
    
    28,159
    
    
    
    28,222Total liabilities and shareholders equity
    
    $
    48,841
    
    
    $
    51,124
  4




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For the three months endedMarch 31, 2006
    
    
    February 28, 2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (5,503
    )
    
    $
    (4,272
    )Adjustments to reconcile net loss to net cash used in
operating activities from continuing operations:Loss from discontinued operations
    
    
    259
    
    
    
    89Depreciation and amortization
    
    
    1,134
    
    
    
    5,306Bad debt expense
    
    
    277
    
    
    
    465Loss (gain) on sale of assets
    
    
    
    
    
    
    72Stock-based compensation
    
    
    5,337
    
    
    
    162Restructuring costs
    
    
    43
    
    
    
    Changes in operating assets and liabilities
net of effect of acquisition:Cash received from sale of dedicated assets
    
    
    
    
    
    
    Receivables
    
    
    450
    
    
    
    (1,044
    )Income tax recoverable
    
    
    
    
    
    
    Other current assets
    
    
    313
    
    
    
    (143
    )Accounts payable, accrued expenses and deferred revenue
    
    
    (2,048
    )
    
    
    (1,781
    )Cash provided by (used in) operating activities of continuing operations
    
    
    262
    
    
    
    (1,146
    )CASH FLOWS FROM INVESTING ACTIVITIESExpenditures for property, plant, and equipment
    
    
    (931
    )
    
    
    (1,239
    )Purchase of auction rate securities
    
    
    
    
    
    
    (6,000
    )Proceeds from auction rate securities
    
    
    
    
    
    
    11,525Net change in restricted investments
    
    
    446
    
    
    
    248Acquisition, net of cash acquired
    
    
    14
    
    
    
    Cash (used in) provided by investing activities of continuing operations
    
    
    (471
    )
    
    
    4,534CASH FLOWS FROM FINANCING ACTIVITIESRepayments of debt and capital lease obligations
    
    
    (450
    )
    
    
    (634
    )Proceeds from exercises of stock options
    
    
    103
    
    
    
    Cash used in financing activities of continuing operations
    
    
    (347
    )
    
    
    (634
    )Net cash (used in) provided by continuing operations
    
    
    (556
    )
    
    
    2,754Net cash used in discontinued operations (Revised  See note 2)Operating cash flows
    
    
    (24
    )
    
    
    (89
    )Investing cash flows
    
    
    
    
    
    
    Financing cash flows
    
    
    
    
    
    
    Total cash flows used in discontinued operations
    
    
    (24
    )
    
    
    (89
    )Net increase (decrease) in cash and cash equivalents
    
    
    (580
    )
    
    
    2,665Cash and cash equivalents at beginning of period
    
    
    17,370
    
    
    
    13,132Cash and cash equivalents at end of period
    
    $
    16,790
    
    
    $
    15,797
  5




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1. General
 Business
 History of operating losses
 Increase in authorized shares of common stock
 2. Significant Accounting Policies
 Interim Unaudited Financial Information
 Basis of Presentation
 Use of Estimates 
 Stock-Based Compensation
 Reclassification
of Auction Rate Securities
 6




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Changes to the Statement of Cash Flows Relating to Discontinued Operations
 3. stock-based compensation
     Dividend yield
    
    0.00%Expected volatility
    
    72.60% - 75.16%Risk-free interest rate
    
    4.3% - 4.9%Expected term (in years)
    
    5.8 years
    7




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Net loss, as reported
    
    $
    (4,272
    )Add: Stock-based employee compensation expense included
in reported net income, net of related tax effects
    
    
    162Deduct:Total stock-based compensation expense determined under
fair value method for all awards
    
    
    (296
    )Pro forma net loss
    
    $
    (4,406
    )Loss per common share:Net loss per common share  Basic & diluted, as reported
    
    $
    (0.27
    )Net loss per common share  Basic & diluted, pro forma
    
    $
    (0.27
    )Number of shares used in per share calculation:Basic and diluted
    
    
    16,026
  Weighted-
    
    Aggregate
    
    Weighted-AverageShares
    
    Average
    
    Intrinsic Value (1)
    
    Contractual Life(000s)
    
    Exercise Price
    
    (000s)
    
    Remaining in YearsOutstanding at December 31, 2005
    
    
    3,515
    
    
    $
    4.22Granted at fair value
    
    
    729
    
    
    $
    5.89Exercised
    
    
    (32
    )
    
    $
    3.23Forfeited
    
    
    (87
    )
    
    $
    3.50Expired
    
    
    (63
    )
    
    $
    19.27Outstanding at March 31, 2006
    
    
    4,062
    
    
    $
    4.31Exercisable at March 31, 2006
    
    
    3,257
    
    
    $
    4.59
    
    
    $
    8,039
    
    
    
    7.86
 (1)
    
    The intrinsic value of a stock option is the amount by which the current market value of
the underlying stock exceeds the exercise price of the option.   8




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Weighted-AverageShares
    
    Grant-DateNonvested Shares
    
    (000s)
    
    Fair ValueNonvested at January 1, 2006
    
    
    2,500
    
    
    $
    1.73Granted
    
    
    729
    
    
    $
    3.96Vested
    
    
    (2,379
    )
    
    $
    2.24Nonvested at March 31, 2006
    
    
    850
    
    
    $
    2.20
  4. Restructuring And Facility Exit Costs
  2005 Plan
  2001 Plan
  5. Purchase Business Combination Liabilities
   6. Accrued Income Taxes
  7. Discontinued Operations
  9




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8. Contingencies
       10




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see Interland, Inc. v. Certain Underwriters at Lloyds of
London
     9. Subsequent Events
   11




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Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of
Operations
 Statements contained in this Form 10-Q that are not purely historical are forward-looking
statements and are being provided in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as anticipates, expects, intends,
plans, predicts, believes, seeks, estimates, may, will, should, could, would,
potential, continue, and similar expressions, including variations or negatives of these words,
identify forward-looking statements. These forward-looking statements include but are not limited
to statements regarding Web.coms expectations of its future liquidity needs, its expectations
regarding its future operating results including stabilization of revenues and costs, its
expectations regarding increasing its revenue levels and branding its product and service
offerings, and the actions the Company expects to take in order to maintain its existing customers
and expand its operations, distribution reach, and customer base. In addition, any statements that
refer to expectations, projections or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. All forward-looking
statements are made as of the date hereof and are based on current management expectations,
estimates, projections, beliefs and assumptions, and information available to it as of such date.
The Company assumes no obligation to update any forward-looking statement. It is important to note
that actual results could differ materially and adversely from historical results or those
contemplated in the forward-looking statements. Forward-looking statements are not guarantees of
future results and involve a number of risks and uncertainties, and include risks associated with
the Companys target markets and risks pertaining to our ability to successfully integrate the
operations and personnel of the recent acquisitions. Factors that could cause actual results to
differ materially from expected results are identified in Risk Factors below, and in the
Companys Annual Report on Form 10-K for the year ended August 31, 2005 and in the Companys other
filings with the Securities and Exchange Commission. All quarterly references are to the Companys
fiscal periods ended March 31, 2006, or February 28, 2005, unless otherwise indicated. All annual
references are on a fiscal August 31st year-end basis, unless otherwise indicated. All tabular
dollar amounts are stated in thousands.
 Overview
     Key Metrics
 12




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Results Of Continuing Operations
  Comparison of the Three Months Ended March 31, 2006 and February 28, 2005
  Revenues
  For the three months endedMarch 31,
    
    
    February 28,2006
    
    
    2005Hosting revenue
    
    $
    11,482
    
    
    $
    21,456Other revenue
    
    
    780
    
    
    
    1,166Total revenue
    
    $
    12,262
    
    
    $
    22,622
  13




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Operating Costs and Expenses
  Network Operating Costs
  Sales and Marketing
  Technical Support
  General and Administrative
   Bad Debt Expense
  Depreciation and Amortization
  14




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Interest Income (Expense), net
  Income Taxes
  Stock Based Compensation
  Results of Discontinued Operations
 PC Systems
  Liquidity and Capital Resources
     15




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Item 3. Quantitative And Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  16




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17




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Web.com, Inc.
 
 PART
2.  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 You should carefully consider the following factors and all other information contained in
this Form 10-Q and the Companys filed Form 10-K for the fiscal year ended August 31, 2005 before
you make any investment decisions with respect to the Companys securities. The risks and
uncertainties described below are not the only risks the Company faces.
 Web.com has incurred losses since inception and could incur losses in the future.
  
    
    Adapting network infrastructure and administrative resources to accommodate additional
customers and future growth;
    
    Developing products, distribution, marketing, and management for the broadest-possible market;
    
    Broadening customer technical support capabilities;
    
    Developing or acquiring new products and associated technical infrastructure;
    
    Developing additional indirect distribution partners;
    
    Increased costs from third party service providers;
    
    Improving network security features;
    
    Legal fees and settlements associated with litigation and contingencies; and
    
    To the extent that increases in operating expenses are not offset by increases in
revenues, operating losses will increase.
 Web.coms management and Board of Directors may be unable to execute their plans to turn around the
Company, grow its revenues and achieve profitability and positive cash flows.
  Ours is a recurring-revenue subscriber business and as such the effects of a net loss of monthly
recurring revenue is magnified.
  18




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Unfavorable results of existing litigation may cause Web.com to have additional expenses or
operating losses that exceed the Companys ability to pay.
  Because Web.coms historical financial information is not representative of its future results,
investors and analysts will have difficulty analyzing Web.coms future earnings potential.
  Web.com has a limited operating history and its business model is still evolving, which makes it
difficult to evaluate its prospects.
  Quarterly and annual operating results may fluctuate, which could cause Web.coms stock price to be
volatile.
  
    
    Demand for and market acceptance of the Companys services and products;
    
    Introduction of new services or enhancements by Web.com or its competitors;
    
    Costs of implementing new network security features, CRM systems, and billing modules;
    
    Technical difficulties or system downtime affecting the Internet generally or its
hosting operations specifically;
    
    Customer retention;
    
    Increased competition and consolidation within the web hosting and applications hosting markets;
    
    Changes in its pricing policies and the pricing policies of its competitors;
    
    Gains or losses of key strategic partner relationships;
    
    Impairment charges;
    
    Restructuring charges;
 19




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
    
    Merger and integration costs;
    
    Litigation expenses;
    
    Insurance expenses;
    
    Marketing expenses; and
    
    Seasonality of customer demand.
  Web.com operates in a new and evolving market with uncertain prospects for growth and may not be
able to generate and sustain growth in its customer base.
  Because Web.coms target markets are volatile, the Company may face a loss of customers or a high
level of non-collectible accounts.
  
    
    Capitalizing on infrastructure efficiencies to become a profitable provider at the
lowest sustainable price;
    
    Automating customer care and technical support to reduce the cost per call, and to
minimize the time spent by Company personnel;
    
    Intensive training and supervision of customer care and technical support personnel to
maximize customer satisfaction; and,
    
    Increasing the number and breadth of services to differentiate the Company from
competition.
  Web.com could incur liabilities in the future relating to its discontinued PC Systems business,
which could cause additional operating losses.
  20




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Because Web.com faces intense competition, it may not be able to operate profitably in its markets .
  
    
    Develop and expand their network infrastructures and service offerings more rapidly;
    
    Adapt to new or emerging technologies and changes in customer requirements more quickly;
    
    Devote greater resources to the marketing and sale of their services; and,
    
    Adopt more aggressive pricing policies than the Company can.
  Impairment of Web.coms intellectual property rights could negatively affect its business or could
allow competitors to minimize any advantage that Web.coms proprietary technology may give it .
    If Web.com is unable to attract and retain key personnel, it may not be able to compete effectively
in its market .
  21




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Web.com depends on its reseller sales channel to market and sell many of its services. Web.com does
not control its resellers, and if it fails to develop or maintain good relations with resellers, it
may not achieve the growth in customers and revenues that it expects .
  Web.com is vulnerable to system failures, which could harm its reputation, cause its customers to
seek reimbursement for services paid for and not received, and cause its customers to seek another
provider for services .
  
    
    Cause customers or end users to seek damages for losses incurred;
    
    Require the Company to replace existing equipment or add redundant facilities;
    
    Damage the Companys reputation for reliable service;
    
    Cause existing customers to cancel their contracts; or
    
    Make it more difficult for the Company to attract new customers.
 Web.coms data centers are maintained by third parties.
   Data centers and communications networks are vulnerable to security breaches that could cause
disruptions in service, liability to third parties, or loss of customers.
  22




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Disruption of Web.coms services caused by unknown software or hardware defects could harm its
business and reputation.
  Providing services to customers with critical websites and web services could potentially expose
Web.com to lawsuits for customers lost profits or other damages.
  Web.com could face liability for information distributed through its network.
  23




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Web.coms business operates in an uncertain legal environment where future government regulation
and lawsuits could restrict Web.coms business or cause unexpected losses .
  Web.coms stock price may be volatile which could cause an investment in its common stock to
decrease significantly.
  
    
    Variations in operating results and analyst earnings estimates;
    
    The volatility of stock within the sectors within which it conducts business;
    
    Announcements by Web.com or its competitors regarding introduction of new services;
    
    General changes in economic conditions;
    
    Changes in the volume of trading in its common stock and
    
    The Companys inability to reduce the rate of account cancellations, or to increase the
rate of account additions, or both.
  Substantial
future sales of shares by shareholders could negatively affect
Web.coms stock price.
  
 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal One
  24




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Votes
    
    
    VotesName of Nominee
    
    For
    
    
    WithheldJohn B. Balousek
    
    
    13,673,624
    
    
    
    1,610,778John P. Crecine
    
    
    13,969,855
    
    
    
    1,314,547Alex Kazerani
    
    
    13,806,539
    
    
    
    1,477,863Efrem Gerszberg
    
    
    13,806,008
    
    
    
    1,478,394Seymour Holtzman
    
    
    13,966,974
    
    
    
    1,317,428Robert Lee
    
    
    13,674,112
    
    
    
    1,610,290Robert T. Slezak
    
    
    13,834,621
    
    
    
    1,449,781Jeffrey M. Stibel
    
    
    13,969,760
    
    
    
    1,314,642
 Proposal Two
   Proposal Three
   
 Item 5. Other Information
 (a)
    
    None(b)
    
    None
 
 Item 6. Exhibits
  Exhibit
    
    Description2.01(1)
    
    Asset Purchase Agreement between Interland, Inc., Web Internet, LLC and William Pemble
dated November 29, 2005 (incorporated by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on 11/30/05).3.01
    
    Unofficial Restated Articles of Incorporation of Registrant (as amended through April
24, 2002) (incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the quarter ended 5/31/02).3.01(b)
    
    Articles of Amendment to Articles of Incorporation of Registrant (incorporated by
reference to the Registrants Annual Report on Form 10-K for the year ended 8/31/03).3.01(c)
    
    Articles of Merger effective as of March 20, 2006 (incorporated by reference to
Exhibit 3.01(c) to the Registrants Current Report on Form 8-K filed on March 21, 2006).3.01(d)
    
    Articles of Amendment to Articles of Incorporation of Registrant (incorporated by
reference to Exhibit 3.01(d) to Registrants Form 8-K filed April 3, 2006).3.02
    
    Unofficial Restated Bylaws of the Registrant (as amended through August 6, 2001)
(incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
quarter ended 5/31/02).
 25




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Exhibit
    
    Description10.149
    
    First Amendment to Employment Agreement and Release of Claims between Interland, Inc. and
William Pemble dated February 7, 2006 (incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on February 8, 2006).10.150
    
    First Amendment to Transition Services Agreement between Interland, Inc. and Web
Internet, LLC dated February 7, 2006 (incorporated by reference to Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed on February 8, 2006).10.151
    
    Employment Agreement of Joseph A. Newcomb dated March 31, 2006 (incorporated by reference
to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on April 3, 2006).10.152
    
    Restricted Stock Agreement of Joseph A. Newcomb dated March 31, 2006 (incorporated by
reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on April 3,
2006).10.153
    
    Stock Option Agreement of Joseph A. Newcomb dated March 31, 2006 (incorporated by
reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on April 3,
2006).10.154
    
    Form of Notice of Grant (Restricted Stock) under the 2006 Equity Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K
filed on April 3, 2006).10.155
    
    Form of Notice of Grant (Fully-Vested Option) under the 2006 Equity Incentive Plan
(incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K
filed on April 3, 2006).10.156
    
    2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.136 to the
Registrants Current Report on Form 8-K filed on April 3, 2006).31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
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##### Table of Contents



Signatures
  Web.com, Inc.(Registrant)Dated: May 5, 2006
    
    /s / Gonzalo TroncosoGonzalo TroncosoExecutive Vice President and
 Chief Financial Officer(Principal Financial Officer)
 27