##### 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
 For the quarterly period ended June 30, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 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
Preferred Stock Purchase Rights
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 o þ




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##### 



PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of Operations
    
    
    15Item 3. Quantitative And Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II.  OTHER INFORMATION
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 6. Exhibits
    
    
    30EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICEREX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICEREX-32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICEREX-32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER
  2




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##### Table of Contents



PART I.- FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 For the three months ended
    
    For the six months endedJune 30,
    
    May 31,
    
    June 30,
    
    May 31,2006
    
    2005
    
    2006
    
    2005Revenues
    
    $
    12,053
    
    
    $
    22,307
    
    
    $
    24,315
    
    
    $
    44,929Operating costs and expenses:Network operating costs, exclusive of depreciation shown below*
    
    
    2,269
    
    
    
    6,272
    
    
    
    4,653
    
    
    
    11,576Sales and marketing, exclusive of depreciation shown below*
    
    
    3,335
    
    
    
    5,687
    
    
    
    6,485
    
    
    
    10,068Technical support, exclusive of depreciation shown below*
    
    
    1,761
    
    
    
    3,005
    
    
    
    3,483
    
    
    
    6,659General and administrative, exclusive of depreciation shown below*
    
    
    4,696
    
    
    
    7,672
    
    
    
    14,608
    
    
    
    15,378Bad debt expense
    
    
    242
    
    
    
    535
    
    
    
    519
    
    
    
    1,000Depreciation and amortization
    
    
    2,225
    
    
    
    5,686
    
    
    
    3,359
    
    
    
    10,992Restructuring costs
    
    
    23
    
    
    
    1,666
    
    
    
    66
    
    
    
    1,666Impairment of investment in and advances to WebSource Media
    
    
    3,488
    
    
    
    
    
    
    
    3,488
    
    
    
    Gain on sale of accounts
    
    
    
    
    
    
    (1,915
    )
    
    
    
    
    
    
    (1,915
    )Other expense (income), net
    
    
    (2
    )
    
    
    (96
    )
    
    
    (3
    )
    
    
    (24
    )Total operating costs and expenses
    
    
    18,037
    
    
    
    28,512
    
    
    
    36,658
    
    
    
    55,400Operating loss
    
    
    (5,984
    )
    
    
    (6,205
    )
    
    
    (12,343
    )
    
    
    (10,471
    )Interest income (expense), net
    
    
    248
    
    
    
    131
    
    
    
    509
    
    
    
    214Loss from continuing operations before income taxes
    
    
    (5,736
    )
    
    
    (6,074
    )
    
    
    (11,834
    )
    
    
    (10,257
    )Income tax benefit
    
    
    9
    
    
    
    
    
    
    
    863
    
    
    
    Loss from continuing operations
    
    
    (5,727
    )
    
    
    (6,074
    )
    
    
    (10,971
    )
    
    
    (10,257
    )Loss from discontinued operations, net of tax
    
    
    14
    
    
    
    (173
    )
    
    
    (245
    )
    
    
    (262
    )Net loss
    
    $
    (5,713
    )
    
    $
    (6,247
    )
    
    $
    (11,216
    )
    
    $
    (10,519
    )Net loss per share, basic and diluted:Continuing operations
    
    $
    (0.35
    )
    
    $
    (0.38
    )
    
    $
    (0.67
    )
    
    $
    (0.64
    )Discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )$
    (0.35
    )
    
    $
    (0.39
    )
    
    $
    (0.68
    )
    
    $
    (0.66
    )Number of shares used in per share calculation:Basic and diluted
    
    
    16,511
    
    
    
    16,032
    
    
    
    16,453
    
    
    
    16,024(*) Includes stock-based compensation as follows:Network operating costs
    
    $
    6
    
    
    $
    
    
    
    $
    12
    
    
    $
    Sales and marketing
    
    
    39
    
    
    
    
    
    
    
    54
    
    
    
    Technical support
    
    
    9
    
    
    
    
    
    
    
    17
    
    
    
    General and administrative
    
    
    105
    
    
    
    
    
    
    
    5,413
    
    
    
    162Total stock-based compensation
    
    $
    159
    
    
    $
    
    
    
    $
    5,496
    
    
    $
    162
  3




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As ofJune 30,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assetsCash and cash equivalents
    
    $
    13,163
    
    
    $
    17,370Trade receivables, net of allowance for doubtful accounts
    
    
    1,739
    
    
    
    1,812Other receivables
    
    
    1,139
    
    
    
    1,180Other current assets
    
    
    1,698
    
    
    
    2,026Restricted investments
    
    
    279
    
    
    
    276Total current assets
    
    
    18,018
    
    
    
    22,664Restricted investments
    
    
    8,322
    
    
    
    9,015Securities, held-to-maturity
    
    
    
    
    
    
    53Property, plant and equipment, net
    
    
    4,757
    
    
    
    6,303Goodwill
    
    
    921
    
    
    
    921Intangibles, net
    
    
    5,900
    
    
    
    6,568Other assets
    
    
    5,600
    
    
    
    5,600Total assets
    
    $
    43,518
    
    
    $
    51,124Liabilities and shareholders equityCurrent liabilitiesAccounts payable
    
    $
    1,893
    
    
    $
    934Accrued expenses
    
    
    6,637
    
    
    
    6,232Accrued restructuring charges
    
    
    2,838
    
    
    
    4,416Current portion of long-term debt and capital lease obligations
    
    
    1,716
    
    
    
    1,693Deferred revenue
    
    
    4,517
    
    
    
    4,637Total current liabilities
    
    
    17,601
    
    
    
    17,912Long-term debt and capital lease obligations
    
    
    2,906
    
    
    
    3,850Deferred revenue, long-term
    
    
    239
    
    
    
    206Other liabilities
    
    
    155
    
    
    
    934Total liabilities
    
    
    20,901
    
    
    
    22,902Commitments and contingencies (note 9)
    
    
    
    
    
    
    Shareholders equityCommon stock, $.01 par value, authorized 26 and 21 million shares,
issued and outstanding 16.6 and 16.6 million shares, respectively
    
    
    166
    
    
    
    166Additional capital
    
    
    331,104
    
    
    
    325,493Warrants
    
    
    2,128
    
    
    
    2,128Note receivable from shareholder
    
    
    (735
    )
    
    
    (735
    )Accumulated deficit
    
    
    (310,046
    )
    
    
    (298,830
    )Total shareholders equity
    
    
    22,617
    
    
    
    28,222Total liabilities and shareholders equity
    
    $
    43,518
    
    
    $
    51,124
  4




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For the six months endedJune 30, 2006
    
    
    May 31, 2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (11,216
    )
    
    $
    (10,519
    )Adjustments to reconcile net loss to net cash used in
operating activities from continuing operations:Loss from discontinued operations
    
    
    245
    
    
    
    262Depreciation and amortization
    
    
    3,359
    
    
    
    10,992Bad debt expense
    
    
    519
    
    
    
    1,000Loss (gain) on sale of assets
    
    
    (3
    )
    
    
    (24
    )Gain on sale of accounts
    
    
    
    
    
    
    (1,915
    )Impairment of investment in and advances to WebSource Media
    
    
    3,488
    
    
    
    Stock-based compensation
    
    
    5,496
    
    
    
    162Restructuring costs
    
    
    66
    
    
    
    1,666Changes in operating assets and liabilities
net of effect of acquisition:Receivables
    
    
    (405
    )
    
    
    (895
    )Other current assets
    
    
    328
    
    
    
    504Accounts payable, accrued expenses and deferred revenue
    
    
    (1,339
    )
    
    
    1,291Cash provided by operating activities of continuing operations
    
    
    538
    
    
    
    2,524CASH FLOWS FROM INVESTING ACTIVITIESExpenditures for property, plant, and equipment
    
    
    (1,141
    )
    
    
    (6,421
    )Payment for purchase of WebSource Media
    
    
    (3,261
    )
    
    
    Net proceeds from sale of accounts
    
    
    
    
    
    
    2,733Purchase of held-to-maturity investment securities
    
    
    
    
    
    
    (50
    )Proceeds from sale of held-to-maturity investment securities
    
    
    53
    
    
    
    Purchases of auction rate securities
    
    
    
    
    
    
    (6,000
    )Proceeds from auction rate securities
    
    
    
    
    
    
    19,025Net change in restricted investments
    
    
    690
    
    
    
    594Cash (used in) provided by investing activities of continuing operations
    
    
    (3,659
    )
    
    
    9,881CASH FLOWS FROM FINANCING ACTIVITIESRepayments of debt and capital lease obligations
    
    
    (921
    )
    
    
    (1,206
    )Proceeds from exercises of stock options
    
    
    115
    
    
    
    37Cash used in financing activities of continuing operations
    
    
    (806
    )
    
    
    (1,169
    )Net cash (used in) provided by continuing operations
    
    
    (3,927
    )
    
    
    11,236Net cash used in discontinued operations (Revised  See note 2)Operating cash flows
    
    
    (280
    )
    
    
    (401
    )Investing cash flows
    
    
    
    
    
    
    Financing cash flows
    
    
    
    
    
    
    Total cash flows used in discontinued operations
    
    
    (280
    )
    
    
    (401
    )Net increase (decrease) in cash and cash equivalents
    
    
    (4,207
    )
    
    
    10,835Cash and cash equivalents at beginning of period
    
    
    17,370
    
    
    
    13,132Cash and cash equivalents at end of period
    
    $
    13,163
    
    
    $
    23,967
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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
 Basic and diluted income (loss) per share
 6




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Stock-Based Compensation
 Changes to the Statement of Cash Flows Relating to Discontinued Operations
 3. acquisition and impairment of WebSource Media, llc
   ex parte th
     7




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4. stock-based compensation
     For the six months endedJune 30,
    
    May 30,2006
    
    2005Dividend yield
    
    0.00%

0.00%Expected volatility
    
    71.66% - 75.16%

74.08%Risk-free interest rate
    
    4.3% - 5.1%

4.14%Expected term (in years)
    
    5.8 years

5.8 years
   8




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nd
    Three months ended
    
    
    Six months endedMay 31, 2005
    
    
    May 31, 2005Net loss, as reported
    
    $
    (6,247
    )
    
    $
    (10,519
    )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
    
    
    (1,250
    )
    
    
    (1,549
    )Pro forma net loss
    
    $
    (7,497
    )
    
    $
    (11,906
    )Loss per common share:Net loss per common share  Basic and diluted, as reported
    
    $
    (0.39
    )
    
    $
    (0.66
    )Net loss per common share  Basic and diluted, pro forma
    
    $
    (0.47
    )
    
    $
    (0.74
    )Number of shares used in per share calculation:Basic and diluted
    
    
    16,032
    
    
    
    16,024
  9




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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
    
    
    753
    
    
    $
    5.88Exercised
    
    
    (35
    )
    
    $
    3.23Forfeited
    
    
    (166
    )
    
    $
    3.22Expired
    
    
    (177
    )
    
    $
    11.64Outstanding at June 30, 2006
    
    
    3,889
    
    
    $
    4.25
    
    
    $
    6,673
    
    
    
    7.89Exercisable at June 30, 2006
    
    
    3,139
    
    
    $
    4.48
    
    
    $
    8,152
    
    
    
    7.54
 
 (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.   Weighted-AverageShares
    
    Grant-DateNonvested Shares
    
    (000s)
    
    Fair ValueNonvested at January 1, 2006
    
    
    2,498
    
    
    $
    1.73Granted
    
    
    753
    
    
    $
    3.61Vested
    
    
    (2,501
    )
    
    $
    2.20Nonvested at June 30, 2006
    
    
    750
    
    
    $
    2.05
  5. Restructuring And Facility Exit Costs
 2005 Plan
  10




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2001 Plan
  6. Purchase Business Combination Liabilities
   7. Accrued Income Taxes
  8. Discontinued Operations
  9. Contingencies
   11




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see Interland, Inc. v. Certain Underwriters at Lloyds of
London
  
 12




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10. Subsequent Events
  13




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14




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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 June 30, 2006, or May 31, 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
     15




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Recent developments
   Key Metrics
      Results Of Continuing Operations
 Comparison of the Three Months and Six Months Ended June 30, 2006 and May 31, 2005
    16




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Revenues
   For the three months ended
    
    
    For the six months endedJune 30,
    
    
    May 31,
    
    
    June 30,
    
    
    May 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Hosting revenue
    
    $
    11,105
    
    
    $
    21,070
    
    
    $
    22,587
    
    
    $
    42,527Other revenue
    
    
    948
    
    
    
    1,237
    
    
    
    1,728
    
    
    
    2,402Total revenue
    
    $
    12,053
    
    
    $
    22,307
    
    
    $
    24,315
    
    
    $
    44,929
   Operating Costs and Expenses
  For the three months ended
    
    For the six months endedJune 30,
    
    May 31,
    
    June 30,
    
    May 31,2006
    
    2005
    
    2006
    
    2005Network operating costs, exclusive of depreciation shown below
    
    
    2,269
    
    
    
    6,272
    
    
    
    4,653
    
    
    
    11,576Sales and marketing, exclusive of depreciation shown below
    
    
    3,335
    
    
    
    5,687
    
    
    
    6,485
    
    
    
    10,068Technical support, exclusive of depreciation shown below
    
    
    1,761
    
    
    
    3,005
    
    
    
    3,483
    
    
    
    6,659General and administrative, exclusive of depreciation shown below
    
    
    4,696
    
    
    
    7,672
    
    
    
    14,608
    
    
    
    15,378Bad debt expense
    
    
    242
    
    
    
    535
    
    
    
    519
    
    
    
    1,000Depreciation and amortization
    
    
    2,225
    
    
    
    5,686
    
    
    
    3,359
    
    
    
    10,992Restructuring costs
    
    
    23
    
    
    
    1,666
    
    
    
    66
    
    
    
    1,666Impairment
of investment in and advances to WebSource Media
    
    
    3,488
    
    
    
    
    
    
    
    3,488
    
    
    
    Gain on sale of accounts
    
    
    
    
    
    
    (1,915
    )
    
    
    
    
    
    
    (1,915
    )Other expense (income), net
    
    
    (2
    )
    
    
    (96
    )
    
    
    (3
    )
    
    
    (24
    )Interest income (expense), net
    
    
    248
    
    
    
    131
    
    
    
    509
    
    
    
    214Income tax benefit
    
    
    (9
    )
    
    
    
    
    
    
    (863
    )
    
    
    
 17




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Network Operating Costs
   Sales and Marketing
    Technical Support
    General and Administrative
  18




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Bad Debt Expense
   Depreciation and Amortization
   Impairment of investment in and advances to WebSource Media
  Gain on sale of accounts
  Interest Income (Expense), net
  19




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Income Taxes
  Stock Based Compensation
  Related Party Transactions
  Results of Discontinued Operations
 PC Systems
  20




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Liquidity and Capital Resources
          
 Item 3. Quantitative And Qualitative Disclosures About Market Risk
  21




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Item 4. Controls and Procedures
    22




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Web.com, Inc.
 
 PART II.  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.
  23




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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;
 24




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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.
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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 .
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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.
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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.
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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.
  Web.com could face liability and expense in connection with its acquisition of WebSource Media and
related litigation.
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Substantial future sales of shares by shareholders could negatively affect Web.coms stock price.
 
 Item 6. Exhibits
  Exhibit
    
    Description2.13(1)(2)
    
    Agreement and Plan of Merger dated as of May 19, 2006, by and among WebSource Media, LLC, Marc Smith, Web Astro Acquisition, L.P., and Web.com, Inc. (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on May 23, 2006).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).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-Kfiled 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-Kfiled 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).10.157
    
    Registration Rights Agreement dated as of May 19, 2006, by and among Web.com, Inc., Marc Smith and Keith Hendrick as Stockholders Representatives, and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-Kfiled on May 23, 2006).
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10.158
    
    Consideration Agreement dated as of May 19, 2006, by and among WebSource Media, LLC, Marc
Smith, Web Astro Acquisition, L.P., and Web.com, Inc. (incorporated by reference to Exhibit
10.2 to the Registrants Current Report on Form 8-K filed on May 23, 2006).10.159
    
    Form of Warrant Agreement dated as of May 19, 2006, by and among Web.com, Inc. and each
of the Investors (incorporated by reference to Exhibit 10.3 to the Registrants Current
Report on Form 8-K filed on May 23, 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.
 
 (1)
    
    In accordance with Item 601(b)(2) of Regulation S-K, certain of the schedules have been omitted
and a list briefly describing the schedules is at the end of the Exhibit. The Registrant will
furnish supplementally a copy of any omitted schedule to the commission upon request.(2)
    
    The Registrant has requested confidential treatment for portions of this exhibit pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934. 31




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Signatures
  Web.com, Inc.(Registrant)Dated: August 9, 2006
    
    /s/ Gonzalo TroncosoGonzalo TroncosoExecutive Vice President and Chief Financial Officer(Principal Financial Officer)
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