UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 FORM 10-K 
  (Mark One)x

          

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2008 OR  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 000-51595 
 WEB.COM GROUP, INC. (Exact Name of Registrant as Specified in Its Charter)  Delaware

          

          94-3327894(State or Other Jurisdiction ofIncorporation or Organization)

          

          (I.R.S. EmployerIdentification No.)
  12808 Gran Bay Parkway, West, Jacksonville, FL

          

          32258(Address of Principal Executive Offices)

          

          (Zip Code)
 Registrants Telephone Number, Including Area Code: (904) 680-6600 
 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value (Title of Class) 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x Indicate by checkmark 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer o

          

          Accelerated filer x

          

          Non-accelerated filer o (Do not check if a smallerreporting company)

          

          Smaller reporting company o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Act). Yes o No x The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $140,724,871 as of June 30, 2008, based upon the closing sale price of the common stock as quoted by the NASDAQ Global Market reported for such date. Shares of common stock held by each executive officer and each director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this calculation as such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 27, 2009, the registrant had 26,771,451 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Parts of the Proxy Statement for the registrants 2009 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in Part III of this Form 10-K.
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WEB.COM GROUP, INC.

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PagePART IItem 1.Business





1Item 1A.Risk Factors





14Item 1B.Unresolved Staff Comments





23Item 2.Properties





23Item 3.Legal Proceedings





24Item 4.Submission of Matters to a Vote of Security Holders





25PART IIItem 5.Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities





26Item 6.Selected Financial Data





27Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operation





28Item 7A.Quantitative and Qualitative Disclosures About Market Risk





40Item 8.Financial Statements and Supplementary Data





40Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure





41Item 9A.Controls and Procedures





41Item 9B.Other Information





44PART IIIItem 10.Directors, Executive Officers and Corporate Governance





45Item 11.Executive Compensation





45Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





45Item 13.Certain Relationships and Related Transactions, and Director Independence





45Item 14.Principal Accounting Fees and Services





45PART IVItem 15.Exhibits, Financial Statement Schedules





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PART I

Item 1. Business.

This Form 10-K and the documents incorporated herein by reference contain forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed in forward-looking statements. See Item 1A of Part I  Risk Factors.

Web.com Group, Inc. (formerly known as Website Pros, Inc.) (we, us, our, Web.com Group or the Company) is a leading provider of Do-It-For-Me and Do-It-Yourself website building tools, online marketing, lead generation and technology solutions that enable small and medium-sized businesses to build and maintain an effective online presence. We offer a full range of online services, including online marketing and advertising, local search, search engine marketing, search engine optimization, lead generation, home contractor specific leads, website design and publishing, logo and brand
development and eCommerce solutions, meeting the needs of small businesses anywhere along their lifecycle.

The Company is currently doing business as Web.com, having updated its brand, stock symbol and sales and marketing materials in an effort to reflect its new name.

Our primary service offerings, eWorks! XL and SmartClicks, are comprehensive performance-based packages that include website design and publishing, online marketing and advertising, search engine optimization, search engine submission, lead generation, hosting and email solutions, and easy-to-understand Web analytics. As an application service provider, or ASP, we offer our customers a full range of Web services and products on an affordable subscription basis. In addition to our primary service offerings, we provide a variety of premium services to customers who desire more advanced capabilities, such as eCommerce solutions and other sophisticated
online marketing services and online lead generation. The breadth and flexibility of our offerings allow us to address the Web services needs of a wide variety of customers, ranging from those just establishing their websites to those that want to enhance their existing online presence with more sophisticated marketing and lead generation services. Additionally, as the Internet continues to evolve, we plan to refine and expand our service offerings to keep our customers at the forefront.

Through the combination of our proprietary website publishing and management software, automated workflow processes, and specialized workforce development and management techniques, we believe we achieve production efficiencies that enable us to offer sophisticated Web services at affordable rates. Our technology automates many aspects of creating, maintaining, enhancing, and marketing semi-custom websites on behalf of our customers. With approximately 265,000 subscribers to our eWorks! XL, SmartClicks, and subscription-based services as of December 31, 2008, we are one of the industrys largest providers of affordable Web services and products
that enable small and medium-sized businesses to have an effective online presence.

We traditionally have sold our Web services and products to customers identified primarily through strategic marketing relationships with established brand name companies that have large numbers of small and medium-sized business customers. We have a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers at our sales centers in Spokane, Washington; Atlanta, Georgia; Jacksonville, Florida; Manassas, Virginia; Norton, Virginia; Halifax, Nova Scotia; Barrie, Ontario; and Scottsdale, Arizona. Our sales force specializes in selling to small and medium-sized businesses across a wide variety of
industries throughout the United States.

We also acquire a large number of customers directly through online and affiliate marketing activities that target small and medium-sized businesses that want to establish or enhance their online presence.

Our Approach and Solution

We have built our business around a subscription-based ASP model that allows small and medium-sized businesses to affordably outsource their Web services needs to us. The key elements of our business model and approach are:

Providing Comprehensive Solutions for Small and Medium-Sized Businesses.  Our goal is to enable small and medium-sized businesses to outsource their Web services needs to us. Our experience is that many small and medium-sized businesses do not have the in-house expertise to effectively design an online presence

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that will generate adequate traffic to their websites and increase direct consumer interaction. As a result, our customers look to us to provide these services. Our Web services include, among other features, a full range of Web services, including website design and publishing, online marketing and advertising, search engine optimization, lead generation, home contractor specific leads, logo and brand development and shopping cart solutions. We believe this combination provides our customers with a comprehensive solution to their Web services needs.

Offering Affordable Subscription-Based Solutions.  Because our customer base is value-driven, we provide our Web services on an affordable subscription basis.



          eWorks! XL and SmartClicks customers typically pay a recurring monthly fee ranging from approximately $70 to over $100, depending on which services and products they purchase.

          Premium online marketing service targeted at businesses with significant spending on local print yellow pages advertising. This service is priced at an average of approximately $300 per month, which we believe is significantly less than the typical cost of traditional campaigns such as half-page or full-page print yellow pages advertisements.

          Do-It-Yourself Site Builder Tool targets businesses to design, publish and manage a professional website on a recurring monthly fee ranging from approximately $12 to $90 per month.

          1ShoppingCart.com eCommerce and online marketing solutions typically on a recurring monthly fee ranging from approximately $29 to $79 per month.

          Lead packages, specifically targeted to contractors in the home services business market, ranging in price from $50 to $1,500, based on the specific trade vertical and geographic area.

          Search Engine Optimizing solution packages, ranging in price from $500 to $5,000 per month.

          Logo design and branding services, ranging in price from $69 to $99 per month.Streamlining Operations for Customer Acquisition, Fulfillment, and Support.  We utilize proprietary workflow processes and customer relationship management systems, together with a combination of integrated template-driven and specialized website design tools, to sell, design, and support our Web services and products. We believe this integrated infrastructure has enabled us to significantly reduce the time from initial customer contact to site completion. Our goal is to design a website and have it complete and visible on the Internet within 72 hours from the time we receive initial information from the customer. Additionally, we
have extensive experience promoting, selling, and supporting our web services and products to small and medium-sized businesses.

Forming and Enhancing Strategic Marketing Relationships.  We focus on forming strategic marketing relationships with companies that have large customer bases of small and medium-sized businesses. These companies generate leads for us by providing lists of their customers, conducting e-mail marketing campaigns about our Web services and products, advertising our Web services and products on the Internet, and using other forms of both direct and indirect solicitation. These companies filter the customer lists they provide to us using a number of criteria that we believe indicate when a small or medium-sized business is likely to
understand the value of our Web services and products.

We also develop relationships with leading technology providers, including major software, hardware, development and online marketing organizations, to enhance the design and sales of our products and services. Relationships with these companies allow us to quickly gain access to innovative technologies and provide more creative solutions to our customers.

1ShoppingCart.com, LogoYes, LEADS.com and Renex provide additional sales channels for our core Web services products. 1ShoppingCart.com has a network of affiliate and private-label resellers that are prospects for our other services and that can be leveraged to offer our services to their customers. Renexs growing network of home services contractors is also a source of prospective customers for website and online promotional services. LogoYes customers are also prospects for online marketing and web design services.

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Up-Selling or Cross-Selling Additional Services to Existing Customers.  Customers acquired through traditional and online marketing programs that target hosting or Do-It-Yourself website design services provide significant opportunities for up-selling and cross-selling additional online marketing, lead generation and search optimization products. Additionally, some of these customers are also prospects for our Do-It-For-Me services.

Our Strategy

Our objective is to enhance our position as a leading provider of Web services and products for small to medium-sized businesses. Key elements of our strategy include:

Continuing to Target the Small and Medium-Sized Business Market Segment.  We believe the small and medium-sized business market offers us the best opportunity to continue building a leading national Web services company. We believe this is an attractive market because it is large and because these businesses need a comprehensive, affordable solution to their Web services requirements. Our Web services meet critical business needs of these businesses that they often do not have the time, resources, or technical skills to fulfill themselves.

Developing or Acquiring Complementary Services and Technologies.  We sell Web services and products that are essential to an effective online presence such as local and regional lead generation, search engine optimization, website search tools, affiliate marketing networks, and Web analytics. While we currently provide many of these services through our relationships and agreements with other vendors, we will seek opportunities either to internally develop some or all of these services and products or acquire businesses that provide them. Additionally, we may seek to acquire companies with existing customer bases in our target market
into which we can cross-sell our Web services and products.

Expanding Our Distribution Channels.  To sell our Web services and products cost efficiently, we capitalize on the connection those organizations, with which we have strategic marketing relationships, have with their small and medium-sized business customers. We plan both to expand the scope of our current strategic marketing relationships, as well as to develop additional strategic marketing relationships with organizations that have strong brand recognition with small and medium-sized businesses. We also expect to increase our marketing and sales activities so that a larger proportion of our customers are acquired through increased
direct sales and new reseller programs. 1ShoppingCart.com and Renex also provide additional opportunities to expand and diversify our distribution channels.

Selling Additional Services and Products to Existing Customers.  As of December 31, 2008, we had approximately 265,000 subscribers to our eWorks! XL, SmartClicks, and other subscription-based services. As customers build their online presence, we believe that we can demonstrate the value of the additional premium services and products we offer, which can increase our average revenue per customer and improve our revenue growth. For example, we can provide paid search and eCommerce capabilities to our current customers websites, enabling additional sources of revenue for them while also contributing to a measurable return on
their investment.

Strengthening Customer Retention.  We are dedicated to enhancing customer retention and building lasting relationships with our customers. We believe it is critical to customer retention to target small and medium-sized businesses that already understand the value of the Internet to their success. Improving customer retention also requires maximizing customer loyalty. Therefore, we are focused on customer satisfaction, consistent communication, Web service and product enhancements, and high quality customer service. Additionally, we believe that by educating our existing and prospective customers about the value of our services to
their businesses we can build lasting customer relationships.

Extending Our Position as an Affordable ASP.  Through the combination of our operational scale and geographical locations, we believe that we have been able to minimize the cost of delivering our Web services and products. Our template-driven processes enable us to handle orders efficiently. We have strategically located our primary sales and fulfillment facilities in the lower-cost areas of Jacksonville, Florida; Spokane, Washington; and Norton, Virginia, which helps us to better manage our cost of operations even as we expand. In the future, we may look to new international labor markets to further reduce the cost of providing our
Web services and products.

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Our Services and Products

Our goal is to provide a broad range of Web services and products that enable small and medium-sized businesses to establish, maintain, promote, and optimize their online presence. By providing a comprehensive performance-based offering, we are able to sell to customers whether or not they have already established an online presence. Our Web services and products can be categorized into the following offerings:

eWorks! XL Subscription-Based Services

Using our proprietary software and workflow enabled processes, we develop and support subscription Web service packages that include a 5, 10, 20, or 40 page semi-custom website and related services. These comprehensive packages include the tools and functionality necessary for a business to create, maintain, enhance, and market a successful and effective online presence. We build, test, and publish the websites and provide related services for our customers. We also provide tutorials and tools for customers to edit and manage their sites. Alternatively, customers can select from one of several levels of support programs for ongoing management and
maintenance of their websites.

Our primary subscription offering is eWorks! XL, a comprehensive website design and publishing package targeted at getting small and medium-sized businesses online quickly, effectively, and affordably when they have no online presence, or a limited one. The package includes a five-page semi-custom website built on our proprietary self-editing tool, which allows for easy maintenance by the customer. By using our comprehensive, performance-based package of services, customers eliminate the need to buy, install, or maintain hardware or software to manage their online presence. This offering includes a broad set of configuration and customization options
using a Web browser.

We build the initial website for the customer using the content and design information the customer provides. Our goal is to have a customers website visible on the Internet within 72 hours from the time we receive initial information from the customer.

eWorks! XL includes:



          Initial Site Design.  One of our design specialists begins the process by interviewing the customer and collecting data about the customers business. Using our NetObjects MatrixBuilder software, we then create a unique website tailored to the customers specific needs using one of our templates. Every site we build goes through an extensive quality review and assurance process prior to being published on the Internet. Additionally, every site undergoes a thorough website optimization process to enhance search engine placement.

          Online Marketing.  We offer our customers online marketing capabilities that cost-effectively promote their websites on a local and national basis. The package includes initial submission and ongoing submissions on a regular basis of the customers websites to many popular national and local search engines. Additionally, eWorks! XL includes listings in online yellow page directories, banner advertisements, search engine optimization tools, and educational guides targeted to small businesses.

          Performance Scorecard.  Customers receive a detailed report of their website traffic, including visitors generated through the online marketing and advertising services provided in their eWorks! XL package.

          Unique 800 Telephone Number.  Customers receive a unique 800 number that is forwarded to their business telephone line. Information about the calls received through the 800 number are tracked and reported on the Performance Scorecard.

          E-mail Marketing.  We provide an e-mail marketing tool that enables our customers to easily communicate with their customers and prospects. To assist our customers in collecting e-mail addresses, every website includes a subscription sign-up box for site visitors to provide their e-mail information.

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

          Webmail.  Every customer receives three e-mail boxes tied to its domain name. Webmail is compatible with Microsoft Outlook and features advanced filtering and search capabilities and automatic mail forwarding and responding.

          Online Web Tools.  eWorks! XL includes advanced online tools such as a forms manager, polling and survey capabilities, a guest book, and site search features that offer interactive website management capabilities.

          Modifications and Redesign Service.  Customers can choose between several different levels of support, which range from having us make ongoing changes to using the self-edit tools we provide. The basic service included with eWorks! XL includes 60 minutes per month of free modification and phone consultation with one of our Web designers.

          Domain Name Registration.  We obtain, purchase, and register a domain name appropriate for the business selected by the customer.

          Hosting and Technical Support.  Our hosting platform offers technology and security designed to ensure the reliable daily operation of a customers website. Our secure Web hosting includes disk storage, daily backups, and a monthly data transfer allotment. We also offer technical support, including services to our customers to provide the information and consultation they need to build and manage an effective online presence.SmartClicks Subscription-Based Services

SmartClicks is a performance-based service with a higher subscription fee than our eWorks! XL offering. Our SmartClicks offering is targeted to customers that want additional online advertising in their local service areas. SmartClicks includes all of the benefits provided in the eWorks! XL bundle and the added benefit of guaranteed pay-per-click advertising in Google and other major search engines.

An added value of the SmartClicks package is the advertising management function the Company performs for these customers. We create the pay-per-click ads, buy appropriate keywords, monitor the programs performance and report results to customers as part of the customers subscription.

Premium Subscription-Based Services

In addition to our eWorks! XL and SmartClicks subscription-based Web services, we offer a number of premium subscription-based services and functionalities for an additional fee. These premium subscription-based services are available to our eWorks! XL customers, to customers of our custom website design services and, in most cases, to customers for whom we have not built a website but who otherwise require these Web services. These premium subscription-based services include:



          eCommerce Solutions.  We offer a comprehensive set of services that enable businesses to sell their services and products online. Our service offering includes creating the online store catalog and secure shopping cart, establishing an online merchant account and assisting in setting up online payment and order processing.

          Power Marketing Bundles.  Our Power Marketing package is an array of services and products we sell to customers that want increased local or national exposure on the Internet. Options include additional online yellow page listings and search engine submission tools.

          Visibility Online.  We bundle a number of different services contained in our eWorks! XL package into our Visibility Online offering, which is designed to enhance the effectiveness of an online marketing program for our non-eWorks! XL customers. These services include initial search engine optimization, search engine inclusion, Yahoo! Site Match paid inclusion, listing in Yahoo! Yellow Pages, AOL Yellow Pages Promotional listing, site submission to many popular search engines and search submission tools.

          Internet Yellow Pages.  We work with customers to design an advertising program using several Internet yellow page directories. This provides our customers the ability to target specific buyers for their own services and products locally, regionally, or nationally.

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

          Search Engine Optimization.  We provide search engine optimization tools and consultation to customers that want greater visibility and performance from their online presence. Our search engine optimization products and services are designed to help improve search engine rankings and to increase qualified traffic and lead generation.

          Custom Design Extras.  We offer several custom design features and services, including map and directions pages, external links pages, the ability to increase the number of products listed on a customers website, more advanced website statistics, database applications, password security, expanded e-mail services, and premium hosting services.Do-It-Yourself Websites

We offer a variety of Do-It-Yourself website building and marketing solutions for small and medium-sized businesses that are more technically savvy and intend to build their own websites or enhance their websites with online marketing. These solutions include hosting services, an easy-to-use web building tool, eCommerce capabilities and online marketing. Potential customers are identified through traditional and online marketing as well as through a number of distribution partners, resellers and affiliates.

Hosting Services

We offer core products that are standardized, scalable managed hosting services that place numerous customers on a single shared server  a cost benefit that is passed along to the customer. Starter packages are designed for websites with relatively low volumes of traffic and allow our customers to establish an online presence at minimal cost. Our hosting services feature easy-to-use control panels and extensive online documentation that allow customers to control their own applications. These hosting services are sold stand-alone or bundled with a suite of website tools and services.

Custom Web Design

We offer complete custom website design services that provide sophisticated functionality and interactivity beyond those available under eWorks! XL and SmartClicks. These sites are typically built for larger, more established customers that have had an online presence in the past, or that are designing their first website with unique specifications. Customers work directly with our experienced Web designers to build a fully customized website. Additionally, we are able to sell any of our subscription-based Web services and products to our custom Web design customers.

Our team of custom design professionals includes experienced Web designers, programmers, copywriters, and search engine optimization experts who work together to ensure that the customers online business objectives are met. Custom sites are built on our NetObjects Fusion software or other sophisticated design tools that provide the flexibility and functionality to meet advanced business needs. Custom sites can include flash, animation, eCommerce solutions, sophisticated interactivity and database functionality.

Web Authoring Software

We offer NetObjects Fusion, our desktop Web authoring software, for businesses that want to design websites either for themselves or for others. Combining easy-to-use wizards, drag-and-drop simplicity, and design tools, NetObjects Fusion offers the flexibility to be an intuitive website building software for novices, as well as an advanced tool for website development professionals. NetObjects Fusion offers features that allow website professionals to build websites quickly, while still enabling these professionals to offer the flexibility and functionality their clients often require. NetObjects Fusion includes eCommerce capabilities, database
functionality, and image manipulation tools that website professionals find useful in building clients sites.

Online Business Automation

Through 1ShoppingCart.com, we offer a robust set of sales and marketing tools for businesses selling products and services online. 1ShoppingCart.com offers an ASP, subscription-based shopping cart solution with add-on modules that allow small and medium-sized businesses to create, promote and manage their online presence. Services include a comprehensive affiliate management program, e-mail marketing, auto-responders and ad trackers.

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Lead Generation

We offer targeted lead generation services for various business categories through Renex and LEADS.com. Renex is a competitive marketplace that matches homeowners in need of remodeling services with qualified contractors in their local area. Through a subscription-based model, contractors purchase these leads, giving them the opportunity to bid on the homeowners project. LEADS.com offers leads in other home services categories such as plumbers, landscapers, roofers and painters.

Search Engine Marketing

We offer search engine marketing services that offer fully customizable solutions based on our customers goals and business plans. Some of these services include search engine optimization, link building, pay-per-click advertising management, public relations and press release distributions.

Logo Design and Brand Building

We are a leading provider of do-it-yourself logos and other premium design products to small businesses around the world through our LogoYes products. Our LogoYes do-it-yourself logo creation tools provide professional, affordable design products that equip small businesses to compete with large ones. LogoYes products and services help build a companys brand value by proving a strong, unified image. We also provide the LogoYes design and brand building tools to our Do-It-For-Me web services customers.

Operations

We have invested significant time and capital resources in a set of internal processes and proprietary technologies designed to enable high-scale, high-quality mass customization of our Web services.

eWorks! XL and SmartClicks

The workflow of our sales and fulfillment process for eWorks! XL and SmartClicks is illustrated below.

[GRAPHIC MISSING]

Utilizing leads provided by our strategic marketing relationships, we identify potential customers through a combination of our outbound and inbound telesales programs. Once our sales specialists have determined that a lead is a potential customer, the customer call is transferred directly to a Web services consultant. In most cases, this transfer takes place immediately so that customer contact is not interrupted. The Web services consultant conducts a Web design interview during which we collect information about the customer, request customer-specific content, and proactively help the customer design an effective online presence based on the goals
for its business. Several discrete quality checks on each sale help us maximize the quality of the sale.

Using our proprietary workflow process and customer relationship management software, the interview notes and content gathered by our Web services consultants are then transmitted to our national design center. At this point, our design specialists use the notes and content collected, our proprietary design tool and one of hundreds of design templates that can be modified using a wide variety of color themes and graphics to design a semi-custom website for the customer. After completion of the website, a separate quality assurance process is automatically triggered by our proprietary workflow process and customer relationship management software.
This quality assurance process includes testing of the website, reviewing notes and customer-supplied content, confirming appropriateness of styles used, and generally ensuring that the quality of the resulting online presence is consistent with our high standards. Following quality assurance, the website is published and hosted, and the customer is notified that the website is complete.

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By utilizing our proprietary workflow process and customer relationship management software, specialized design tools, a large database of design templates, and several years of experience, we have been able to decrease the time of development and increase the utilization rate of our sales, design, and support staff. Our goal is to complete this process, from customer call to initial website deployment, within 72 hours. After the website is available on the Internet, we help our customers maintain, modify, and upgrade their online presence.

For all of our customers, we also provide periodic newsletters and other informational items to increase our number of customer contact events. We actively seek to interact with our customers at a variety of times during the customer life cycle through different media. Through experience and testing, we have found increased contact with customers helps to improve customer loyalty and enhance their understanding of the value of our services and products. We have also initiated several programs to foster customer loyalty, including numerous customer surveys that measure the quality of our service and the effectiveness of our products, a dedicated
customer satisfaction team that follows up telephonically with every customer responding negatively to any of our surveys, segmented design experts for handling design changes quickly and professionally, and the introduction of an intensive training curriculum required for all customer care agents.

We maintain four data centers located in Jacksonville, Florida; Atlanta, Georgia and Spokane, Washington, for most of our internal operations. Servers that provide our customers website data to the Internet are located within third-party co-location facilities located in Jacksonville, Florida, and Atlanta, Georgia. These co-location facilities have a secured network infrastructure including intrusion detection at the router level. Our contract obligates our co-location provider to provide us a secured space within their overall data center. The facilities are secured through card-key numeric entry and biometric access. Infrared detectors are
used throughout the facility. In addition, the co-location facilities are staffed 24 hours a day, 7 days a week, with experts to manage and monitor the carrier networks and network access. The co-location facilities staff provides 24-hour security through camera-controlled views of our equipment. The co-location facilities provide multiple Internet carriers to help ensure bandwidth availability to our customers. The availability of electric power at the co-location facilities are provided through multiple uninterruptible power supply and generator systems should power supplied by the Jacksonville Electric Authority or Georgia Power fail.

Customer data is redundant through the use of multiple application and Web servers. Customer data is backed up to other disk arrays with fail-over to help ensure high availability. Customer data is also maintained at our national design center and can be republished from archival data at any time through our Oracle 9i database system. Currently, this process could take approximately 24 hours. Our financial system reporting also uses our redundant Oracle systems and can be reconstituted in approximately 12 hours.

We are currently working with our co-location provider to establish a disaster recovery backup operation at one of the providers alternative locations. This would provide a working fail-over site to prevent a disruption of our customers websites should the Jacksonville co-location site become unavailable. The facilities are connected by fiber-optic rings to our co-location providers other centers.

LEADS.com Online Marketing Packages and Lead Generation

Potential customers for our online marketing packages are identified primarily using an outbound telesales programs based in Manassas and Norton, Virginia. This program targets businesses with established traditional print yellow pages advertising campaigns. Customers who purchase our online marketing package offering are interviewed and advertising information is entered into our proprietary publishing system. Local advertisements are then customized for several distribution platforms, such as Yahoo! Yellow Pages and Google search, and then published to these platforms. Customers receive a monthly report that tracks the number of impressions,
clicks, and calls generated by each advertisement that we place on their behalf. LEADS.com also offers lead generation products through their outbound telesales efforts to small businesses in a variety of industries including home services. In addition to selling online marketing packages and lead generation, the LEADS.com sales force sells website and search engine optimization services to its customer base.

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1ShoppingCart.com Integrated eCommerce Solution

Prospects for our 1ShoppingCart.com eCommerce product are typically small business customers that are interested in establishing an online business. Our eCommerce engine integrates a variety of marketing and advertising modules that can be purchased as a bundle, or sold individually. In addition to establishing their business online, our customers can market their services through our e-mail marketing system and auto-responders, track the effectiveness of their advertising and marketing efforts and establish, manage and maintain a robust affiliate program.

Potential customers can also test our services through a paid online trial. Once a customer downloads the trial of our software, we contact them through a series of e-mail communications and auto-responders to encourage conversion of the trial to a paid subscription and to upsell other services.

Our customer data is stored on systems that are compliant and certified to meet Visa Internationals Payment Card Industry Data Standards. We have a highly available redundant infrastructure, which provides disaster recovery backup to prevent a disruption of our customers eCommerce presence.

Merchant Services

We offer a suite of merchant processing solutions to 1shoppingcart.com, Do-It-For-Me, Do-It-Yourself, and Renex customers that help customers save money on processing credit and debit card transactions. These services are offered through strategic partnerships with merchant services providers who analyze our customers existing processing fees to determine potential cost savings. In addition to savings on processing fees, this service offers fraud detection and card security compliance features.

Merchant services are sold primarily through online and email marketing campaigns targeting our customers that accept credit and debit cards. Once a prospect is identified through these channels, they receive a call from our payment processing processors to complete a cost analysis and close the sale.

Renex Lead Generation Services

We market our Renex services to homeowners through online advertising. Homeowners complete an online project questionnaire which describes their home remodeling project. Renex receives the online lead and sends it to local contractors in the Renex database. Some qualified contractors that respond are provided the homeowners full contact information and then the contractor works directly with the homeowner to scope the project and to provide cost estimates to the homeowner.

Our services are marketed to contractors online and through our outbound telesales. We also offer a Customer Relationship Lead Management system (CRM system) to contractors, that allows them to manage all of their leads and projects in a comprehensive, easy-to-use system.

Web.com Search Agency

Based in Scottsdale, Arizona, Web.com Search Agency (formerly Submitawebsite.com) offers search engine optimization and placement services to customers that want to improve their natural search rankings in popular search engines. These services are marketed to small and medium-sized businesses through organic search and online marketing. Additionally, these services are cross-sold to our customers through our outbound and inbound telesales teams.

Web.com Search Agency services align customers website code and content with strategic keyword phrase targeting, ultimately assisting a search engine algorithm in understanding and recognizing a websites keyword focus. We also sell and manage link building and blogging campaigns for customers as additional strategies to improve search engine rankings and website performance.

LogoYes Logo Design and Brand Building

LogoYes services are purchased directly from the LogoYes.com website where customers can build a custom, professional logo for their business as part of their brand-building efforts. Customers can also extend their brand identity by ordering business cards through the LogoYes site.

Web.coms Do-It-Yourself customers can purchase LogoYes brand-building services directly through their account control panel. Additionally, we build logos for our Do-It-For-Me customers using the LogoYes technology.

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Technology

Our hardware and software infrastructure provides an advanced set of integrated tools for design, service, modifications, and billing. NetObjects MatrixBuilder enables website design, end user modification and administration, and includes a variety of other tools accessible by our customers. Our Oracle-based proprietary workflow processes and customer relationship management software, which we developed internally, helps ensure that our production staff provides timely and efficient design services and helps us to efficiently and cost-effectively manage our customer base.

Our proprietary workflow processes and customer relationship management software enables us to build, maintain, and track large numbers of customer websites. The configuration of software and hardware includes six key modules:



          Account Management.  The account management module facilitates the creation and maintenance of a customer account and the consolidation, either manually or electronically through external submission, of pertinent customer demographics, product specifics, and billing information. We track critical aspects of customer activity, which allows customer service representatives to have immediate access to a customers complete account history.

          Design Tool.  Our design tool, NetObjects MatrixBuilder, is browser-based, supports major Web services standards, and can be easily co-branded or private labeled for an organization with which we have a strategic relationship. NetObjects MatrixBuilder is template-based, yet can provide thousands of different website styles by using hundreds of design templates that can be modified using a wide variety of color themes and graphics. The design tool generates the HTML code, so that manual coding is not required, and facilitates the generation of domain name registration, an eCommerce storefront, and a number of other extended and value added services that our customers can access from any Web browser.

          Workflow Module.  The workflow module expedites service and product delivery by automatically determining the required production path, such as design, quality control, or submission to search engines, based on the specific attributes of the customer or service. The workflow module also controls production flow through our organization, enabling our design and customer support staff to individually service our website customers either by routing their work automatically to the correct department or handling the request themselves.

          Billing Module.  The billing module enables us to bill our subscription and custom design customers directly or to bill a third party in the aggregate for its end users. The billing module is integrated with a number of transaction processing tools enabling support for many different payment types.

          LEADS.com Publishing and Tracking System.  We operate a proprietary publishing and tracking system that allows the automated building, publishing, and tracking of advertisement campaigns. These campaigns currently are published on Yahoo!, Google, Idearc (formerly Verizon Superpages), Switchboard, Looksmart and other sites affiliated with these providers.

          Renex Telephony Software.  Our proprietary software application enables us to systematically manage the relationships and interactions with homeowners and contractors in Renexs database, enhancing the efficiency and productivity of our sales and account management teams.The Web.com proprietary technology includes technologies that enable the company to automate a number of back-end functions and technologies that allow customers to order, change and manage their web hosting accounts easily online without technical expertise.

Sales Channels

Sales of Subscription Services

Our sales organization for our subscription Web services and products comprises several distinct sales channels, including:

Outbound and Inbound Telesales.  The organizations with which we have strategic marketing relationships provide us with lists of their small and medium-sized business clients who meet a broad set of criteria.

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We analyze these customer lists to determine which of these customers best match our criteria for long-term clients. Our sales specialists call these prospective customers during regular business hours to discuss their Web services needs. We believe the brand and affinity relationship these prospective customers have with the parties with which we have strategic marketing relationships enhances our ability to reach a decision maker, make a presentation, have our offer considered, and close the sale during the initial call. In addition, we maintain a separate team of sales specialists specifically focused on responding to inbound inquiries generated by
programs initiated by us and the organizations with which we have strategic marketing relationships. We and these organizations employ a mix of e-mail, direct mail, website, and other marketing efforts to help promote our services to prospective clients.

As of December 31, 2008, we had 239 employees in our outbound and inbound telesales units located in our sales centers in Spokane, Washington; Manassas and Norton, Virginia; Jacksonville, Florida; Atlanta, Georgia; Scottsdale, Arizona; Barrie, Ontario; and Halifax, Nova Scotia. With the benefit of having conducted several years of outbound and inbound telesales activities, we have significant management, business process, training, and product expertise within our sales team. Additionally, we employ practices designed to optimize the management of our employees and increase their sales performance.

Reseller Program.  Several of the parties with which we have strategic marketing relationships have their own direct sales organizations. We have worked closely with these resellers to develop sales support and fulfillment processes that integrate with the resellers sales, service, support, and billing practices. Additionally, we provide these resellers with training and sales materials to support the Web services being offered. Companies that currently resell our services and products through their sales organizations include Yahoo!, EarthLink and Register.com.

Online Channel.  We promote our services through the Web.com, LEADS.com, RenovationExperts.com 1ShoppingCart.com, Submitawebsite.com, and Globenetix.com websites. To drive prospects to our sites, we engage in online marketing and advertising campaigns, conduct targeted television campaigns to reach homeowners for Renex and participate in seminars targeting small businesses that wish to sell their services online. Our partners also promote our services by including our products on their websites and by including our services in their ongoing marketing and promotional efforts with their customers.

Affiliate Network and Private Label Partners.  We sell our shopping cart and business automation solutions through direct online channels and through approximately 3,000 affiliate and private-label partners that market our services on our behalf. These partners are provided with ongoing marketing and technical support to ensure a positive customer experience for their end customers. Through Web.com, we have approximately 5,000 affiliate partners that have the ability to sell our Do-It-Yourself services. We also have a network of direct resellers for our hosting products. We believe that these affiliate partners and resellers provide
additional opportunities to upsell and cross-sell our Do-It-For-Me services.

Sales of NetObjects Fusion

We sell NetObjects Fusion through direct sales, original equipment manufacturers, or OEMs, software bundles, and retail and reseller distribution. Currently, we are evaluating strategic alternatives for the NetObjects Fusion license software as we no longer consider it core to our predominantly subscription business model.

Direct Sales.  We sell NetObjects Fusion through strategic e-mail marketing campaigns aimed at users of prior versions of the software, people that use the product on a trial basis, newsletter subscribers, and website visitors. In Europe, we also utilize magazine covermounts, which European magazines utilize to differentiate themselves. With a covermount, a copy of an older version of NetObjects Fusion is provided free with the purchase of the magazine. We require the recipient of the free version to register with us directly to be able to use the free copy of the software. The new user of the software becomes a prospect for new
versions of NetObjects Fusion and for the other software products we offer.

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OEM Software Bundles.  A number of OEMs are offering NetObjects Fusion as part of their packaged product offerings. As needed, we customize the NetObjects Fusion application to meet the OEMs specifications and to feature the OEMs products and brands within the software. Typically, an older version of NetObjects Fusion is offered through OEM bundles, which we believe facilitates later sales of newer versions to these users.

Retail and Reseller Distribution.  We work with resellers in the United States, Europe and Australia to sell NetObjects Fusion. These distributors supply smaller resellers, retailers and value added resellers in their markets with NetObjects Fusion.

Strategic Marketing Relationships

A key part of our sales strategy is to leverage the brand and distribution of organizations with which we have strategic marketing relationships to sell our Web services and products. We have developed strategic marketing relationships with well-known, brand name companies. We create sales material with each of these organizations, highlighting our Web services and products while also leveraging their brand. Then, on behalf of these companies, we initiate programs where our sales representatives directly contact their small and medium-sized business customers using telesales solicitation, direct mail, and online contact.

We offer a number of benefits to the companies with whom we have established strategic marketing relationships. First, they are able to increase their revenue through the marketing fees paid by us. Second, we allow these companies to offer a comprehensive solution for delivering Web services to their small and medium-sized business customers. This can result in increased loyalty of their customer base and an overall strengthening of their customer relationships. Third, by providing our Web services to their customers through us, we enable them to differentiate their offering from that of their competitors.

Marketing

We engage in a variety of marketing activities to increase awareness of our services and products, to sell additional services and products to our existing customer base, and to enhance the value we provide to small and medium-sized business entities. Our marketing activities include:

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          Targeted e-mail and direct response campaigns to prospects and customers;

          Search engine and other online advertising;

          Electronic customer newsletters;

          Web.com, LEADS.com, NetObjects Fusion, 1ShoppingCart, Renex, Web.com Search Agency, LogoYes and Globenetix websites;

          Online customer tutorials; and

          Affiliate programs.Customers

We generally target small and medium-sized businesses having fewer than 100 employees. These customers normally are focused on regional or local markets. We seek to create long-term relationships with our customers, who cover a diverse set of industries and geographies in the United States. As of December 31, 2008, we had approximately 265,000 subscribers to our eWorks! XL, SmartClicks, and other subscription-based services.

We also target small and medium-sized businesses with significant monthly spending on local print yellow pages advertising. We seek to create long-term relationships with these businesses by helping them locate new customers at a significantly lower cost per lead compared to traditional print yellow pages marketing campaigns.

Third-Party Providers

We offer some of our services to our customers through third-party technology vendors, which helps us to expand our services and create additional revenue opportunities.

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We do not have long-term contracts with any of these third parties. Accordingly, we or any of these providers can terminate the relationship at any time, for any reason or no reason, on short notice, often as little as 30 days. If any of these relationships terminate, we may need to seek an alternative provider of services or develop the covered services independently.

Competition

The market for Web services is highly competitive and evolving. We expect competition to increase from existing competitors as well as new market entrants. Most existing competitors typically offer a limited number of specialized solutions and services, but may provide a more comprehensive set of services in the future. These competitors include, among others, website designers, Internet service providers, Internet search engine providers, local business directory providers, website domain name registrars, eCommerce service providers, lead generation companies and hosting companies. These competitors may have greater resources, more brand
recognition, and larger installed bases of customers than we do, and we cannot ensure that we will be able to compete favorably against them. Our NetObjects Fusion software has two principal competitors: Macromedia Dreamweaver and Adobe GoLive.

We believe the principal competitive factors in the small and medium-sized business segment of the Web services and online marketing and lead generation industry include:



          Ability to reference strategic partners;

          Value and flexibility of the service offerings;

          Brand name and reputation;

          Price;

          Quality of customer support;

          Speed of customer service;

          Ease of implementation, use, and maintenance; and

          Industry expertise and focus.Intellectual Property

Our success and ability to compete is dependent in significant part on our ability to develop and maintain the proprietary aspects of our technology and operate without infringing upon the proprietary rights of others. We currently rely primarily on a combination of copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect our proprietary information. As of December 31, 2008, we owned 21 issued U.S. patents. We also have several additional patent applications pending but not yet issued. Due to the rapidly changing nature of applicable technologies, we believe that the
improvement of existing offerings, reliance upon trade secrets and unpatented proprietary know-how and development of new offerings generally will continue to be our principal source of proprietary protection. While we have hired third party contractors to help develop our software and to design websites, we own the intellectual property created by these contractors. Our software is not substantially dependent on any third party software, although our software does utilize open source code. Notwithstanding the use of this open source code, we do not believe our usage requires public disclosure of our own source code nor do we believe the use of open source code is material to our business.

We also have an ongoing service mark and trademark registration program pursuant to which we register some of our product names, slogans and logos in the United States and in some foreign countries. License agreements for our software include restrictions intended to protect our intellectual property. These licenses are generally non-transferable and are perpetual. In addition, we require all of our employees, contractors and many of those with whom we have business relationships to sign non-disclosure and confidentiality agreements and to assign to us in writing all inventions created while working for us. Some of our products also include
third-party software that we obtain the rights to use through license agreements. In such cases, we have the right to distribute or sublicense the third-party software with our products.

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We have entered into confidentiality and other agreements with its employees and contractors, including agreements in which the employees and contractors assign their rights in inventions to us. We have also entered into nondisclosure agreements with suppliers, distributors and some customers to limit access to and disclosure of our proprietary information. Nonetheless, neither the intellectual property laws nor contractual arrangements, nor any of the other steps we have taken to protect our intellectual property can ensure that others will not use our technology, or that others will not develop similar technologies.

We license, or lease from others, many technologies used in our services. We expect that we and our customers could be subject to third-party infringement claims as the number of websites and third party service providers for Web-based businesses grows. Although we do not believe that our technologies or services infringe the proprietary rights of any third parties, we cannot ensure that third parties will not assert claims against us in the future or that these claims will not be successful.

Employees

As of December 31, 2008, we had a total of 700 employees. None of our employees are represented by unions. We consider the relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Corporate Information

Web.com Group, Inc. was incorporated under the General Corporate Law of the State of Delaware on March 2, 1999. Our principal offices are located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258. Our telephone number is (904) 680-6600 and our website is located at www.web.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-K.

We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities Exchange Commission (SEC).

You may read and copy this Form 10-K at the SECs public reference room at 450 Fifth Street, NW, Washington D.C. 20549. Information on the operation of the public reference room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.

Item 1A. Risk Factors.

Depressed general economic conditions or adverse changes in general economic conditions could adversely affect our operating results. If economic or other factors negatively affect the small and medium-sized business sector, our customers may become unwilling or unable to purchase our Web services and products, which could cause our revenue to decline and impair our ability to operate profitably.

As our business has grown, we have become increasingly subject to the risks arising from adverse changes in domestic and global economic conditions. Uncertainty about future economic conditions makes it difficult for us to forecast operating results and to make decisions about future investments. For example, the direction and relative strength of the global economy has recently been increasingly uncertain due to softness in the residential real estate and mortgage markets, volatility in fuel and other energy costs, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors
affecting spending behavior. If economic growth in the United States is slowed, or if other adverse general economic changes occur or continue, many customers may delay or reduce technology purchases or marketing spending. This could result in reductions in sales of our Web services and products, longer sales cycles, and increased price competition.

Our existing and target customers are small and medium-sized businesses. We believe these businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. For instance, the current global financial crisis affecting the banking system and financial markets and the possibility that financial institutions may consolidate or go out of business have resulted in a tightening in the

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credit markets, which could limit our customers access to credit. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and medium-sized businesses experience economic hardship, or if they behave more conservatively in light of the general economic environment, they may be unwilling or unable to expend resources to develop their online presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline.

Most of our Web services are sold on a month-to-month basis, and if our customers are unable or choose not to subscribe to our Web services, our revenue may decrease.

Typically, our Web service offerings are sold pursuant to month-to-month subscription agreements, and our customers can generally cancel their subscriptions to our Web services at any time with little or no penalty.

Historically, we have experienced a high turnover rate in our customer base. For the years ended December 31, 2008 and 2007, 46% and 43%, respectively, of our subscribers who were customers at the beginning of the respective year were no longer subscribers at the end of the respective year. The turnover rate calculations do not include any acquisition-related customer activity.

While we cannot determine with certainty why our subscription renewal rates are not higher, we believe there are a variety of factors, which have in the past led, and may in the future lead, to a decline in our subscription renewal rates. These factors include the cessation of our customers businesses, the overall economic environment in the United States and its impact on small and medium-sized businesses, the services and prices offered by us and our competitors, and the evolving use of the Internet by small and medium-sized businesses. If our renewal rates are low or decline for any reason, or if customers demand renewal terms less favorable
to us, our revenue may decrease, which could adversely affect our stock price.

We depend on our strategic marketing relationships to identify prospective customers. The loss of several of our strategic marketing relationships, or a reduction in the referrals and leads they generate, would significantly reduce our future revenue and increase our expenses.

As a key part of our strategy, we have entered into agreements with a number of companies pursuant to which these parties provide us with access to their customer lists and allow us to use their names in marketing our Web services and products. Approximately 85% of our new customers in the year ended December 31, 2007, and as a result of the further diversification of our sales channels and in particular, our acquisitions in 2007, approximately 18% of our new customers in the year ended December 31, 2008, were identified through our strategic marketing relationships. We believe these strategic marketing relationships are critical to our business
because they enable us to penetrate our target market with a minimum expenditure of resources. If these strategic marketing relationships are terminated or otherwise fail, our revenue would likely decline significantly and we could be required to devote additional resources to the sale and marketing of our Web services and products. We have no long-term contracts with these organizations, and these organizations are generally not restricted from working with our competitors. Accordingly, our success will depend upon the willingness of these organizations to continue these strategic marketing relationships.

To successfully execute our business plan, we must also establish new strategic marketing relationships with additional organizations that have strong relationships with small and medium-sized businesses that would enable us to identify additional prospective customers. If we are unable to diversify and extend our strategic marketing relationships, our ability to grow our business may be compromised.

Our growth will be adversely affected if we cannot continue to successfully retain, hire, train, and manage our key employees, particularly in the telesales and customer service areas.

Our ability to successfully pursue our growth strategy will depend on our ability to attract, retain, and motivate key employees across our business. We have many key employees throughout our organization that do not have non-competition agreements and may leave to work for a competitor at any time. In particular, we are substantially dependent on our telesales and customer service employees to obtain and service new customers. Competition for such personnel and others can be intense, and there can be no assurance that we will be able to attract, integrate, or retain additional highly qualified personnel in the future. In addition, our

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ability to achieve significant growth in revenue will depend, in large part, on our success in effectively training sufficient personnel in these two areas. New hires require significant training and in some cases may take several months before they achieve full productivity, if they ever do. Our recent hires and planned hires may not become as productive as we would like, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we have our facilities. If we are not successful in retaining our existing employees, or hiring, training and integrating new employees, or if our current or future employees
perform poorly, growth in the sales of our services and products may not materialize and our business will suffer.

We may expand through acquisitions of, or investments in, other companies or technologies, which may result in additional dilution to our stockholders and consume resources that may be necessary to sustain our business.

One of our business strategies is to acquire complementary services, technologies or businesses. In connection with one or more of those transactions, we may:



          issue additional equity securities that would dilute our stockholders;

          use cash that we may need in the future to operate our business; and

          incur debt that could have terms unfavorable to us or that we might be unable to repay.Business acquisitions also involve the risk of unknown liabilities associated with the acquired business. In addition, we may not realize the anticipated benefits of any acquisition, including securing the services of key employees. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could seriously harm our business.

We may find it difficult to integrate recent and potential future business combinations, which could disrupt our business, dilute stockholder value, and adversely affect our operating results.

During the course of our history, we have completed several acquisitions of other businesses, and a key element of our strategy is to continue to acquire other businesses in the future. In particular, we completed the LogoYes asset purchase in June 2008 and the Tucows customer acquisition in September 2008. Integrating these recently acquired businesses and assets and any businesses or assets we may acquire in the future could add significant complexity to our business and additional burdens to the substantial tasks already performed by our management team. In the future, we may not be able to identify suitable acquisition candidates, and if we do,
we may not be able to complete these acquisitions on acceptable terms or at all. In connection with our recent and possible future acquisitions, we may need to integrate operations that have different and unfamiliar corporate cultures. Likewise, we may need to integrate disparate technologies and Web service and product offerings, as well as multiple direct and indirect sales channels. The key personnel of the acquired company may decide not to continue to work for us. These integration efforts may not succeed or may distract our managements attention from existing business operations. Our failure to successfully manage and integrate these current acquisitions, or any future acquisitions could seriously harm our business.

Accounting for acquisitions under generally accepted accounting principles could adversely affect our reported financial results.

Acquisitions could require us to record substantial amounts of goodwill and other intangible assets. For example, during the year ended December 31, 2008, we completed our annual impairment test of goodwill and other indefinite lived intangible assets. We performed the initial step of our impairment evaluation by comparing the fair market value of our Company, as determined by using a discounted cash flow and market approach giving equal weight to both models, to its carrying value. As the carrying amount exceeded the fair value, we performed the second step of our impairment evaluation to calculate impairment and as a result recorded a goodwill and
intangible asset impairment charge of $102.6 million. The primary reason for the impairment charge was the decline of our stock price during the fourth quarter of 2008. Any future impairment of this goodwill, and the ongoing amortization of other intangible assets, could adversely affect our reported financial results.

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After being profitable for the years ended December 31, 2005, 2006 and 2007, we were not profitable for the year ended December 31, 2008 and we may not become or stay profitable in the future.

Although we generated net income for the years ended December 31, 2005, 2006, and 2007, we have not historically been profitable, were not profitable for the year ended December 31, 2008, and may not be profitable in future periods. As of December 31, 2008, we had an accumulated deficit of approximately $154.0 million and during the year ended December 31, 2008, we incurred a loss of $96.2 million. We expect that our expenses relating to the sale and marketing of our Web services, technology improvements and general and administrative functions, as well as the costs of operating and maintaining our technology infrastructure, will increase in the
future. Accordingly, we will need to increase our revenue to be able to again achieve and, if achieved, to later maintain profitability. We may not be able to reduce in a timely manner or maintain our expenses in response to any decrease in our revenue, and our failure to do so would adversely affect our operating results and our level of profitability.

Our operating results are difficult to predict and fluctuations in our performance may result in volatility in the market price of our common stock.

Due to our limited operating history, our evolving business model, and the unpredictability of our emerging industry, our operating results are difficult to predict. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as:



          our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers requirements;

          the renewal rates for our services;

          changes in our pricing policies;

          the introduction of new services and products by us or our competitors;

          our ability to hire, train and retain members of our sales force;

          the rate of expansion and effectiveness of our sales force;

          technical difficulties or interruptions in our services;

          general economic conditions;

          additional investment in our services or operations;

          ability to successfully integrate acquired businesses and technologies; and

          our success in maintaining and adding strategic marketing relationships.These factors and others all tend to make the timing and amount of our revenue unpredictable and may lead to greater period-to-period fluctuations in revenue than we have experienced historically.

As a result of these factors, and in light of current global and U.S. economic conditions, we believe that our quarterly revenue and results of operations are likely to vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. The results of one quarter may not be relied on as an indication of future performance. If our quarterly revenue or results of operations fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.

Our business depends in part on our ability to continue to provide value-added Web services and products, many of which we provide through agreements with third parties, and our business will be harmed if we are unable to provide these Web services and products in a cost-effective manner.

A key element of our strategy is to combine a variety of functionalities in our Web service offerings to provide our customers with comprehensive solutions to their online presence needs, such as Internet search optimization, local yellow pages listings, and eCommerce capability. We provide many of these services through arrangements with third parties, and our continued ability to obtain and provide these services at a low cost is central to the success of our business. For example, we currently have agreements with several service providers that enable us to provide, at a low cost, Internet yellow pages advertising. However, these

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agreements may be terminated on short notice, typically 60 to 90 days, and without penalty. If any of these third parties were to terminate their relationships with us, or to modify the economic terms of these arrangements, we could lose our ability to provide these services at a cost-effective price to our customers, which could cause our revenue to decline or our costs to increase.

We have a risk of system and Internet failures, which could harm our reputation, cause our customers to seek reimbursement for services paid for and not received, and cause our customers to seek another provider for services.

We must be able to operate the systems that manage our network around the clock without interruption. Our operations will depend upon our ability to protect our network infrastructure, equipment, and customer files against damage from human error, fire, earthquakes, hurricanes, floods, power loss, telecommunications failures, sabotage, intentional acts of vandalism and similar events. Our networks are currently subject to various points of failure. For example, a problem with one of our routers (devices that move information from one computer network to another) or switches could cause an interruption in the services that we provide to some or all of
our customers. In the past, we have experienced periodic interruptions in service. We have also experienced, and in the future it may experience, delays or interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees, or others. Any future interruptions could:



          Cause customers or end users to seek damages for losses incurred;

          Require us to replace existing equipment or add redundant facilities;

          Damage our reputation for reliable service;

          Cause existing customers to cancel their contracts; or

          Make it more difficult for us to attract new customers.Our data centers are maintained by third parties.

A substantial portion of the network services and computer servers we utilize in the provision of services to customers are housed in data centers owned by other service providers. In particular, a significant number of our servers are housed in data centers in Atlanta, Georgia, and Jacksonville, Florida. We obtain Internet connectivity for those servers, and for the customers who rely on those servers, in part through direct arrangements with network service providers and in part indirectly through the owners of those data centers. We also utilize other third-party data centers in other locations. In the future, we may house other servers and
hardware items in facilities owned or operated by other service providers.

A disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers. A service provider could be disrupted in its operations through a number of contingencies, including unauthorized access, computer viruses, accidental or intentional actions, electrical disruptions, and other extreme conditions. Although we believe we have taken adequate steps to protect our business through contractual arrangements with our service providers, we cannot eliminate the risk of a disruption in service resulting from the accidental or intentional disruption in service by a service provider. Any
significant disruption could cause significant harm to us, including a significant loss of customers. In addition, a service provider could raise its prices or otherwise change its terms and conditions in a way that adversely affects our ability to support our customers or could result in a decrease in our financial performance.

We rely heavily on the reliability, security, and performance of our internally developed systems and operations, and any difficulties in maintaining these systems may result in service interruptions, decreased customer service, or increased expenditures.

The software and workflow processes that underlie our ability to deliver our Web services and products have been developed primarily by our own employees. The reliability and continuous availability of these internal systems are critical to our business, and any interruptions that result in our inability to timely deliver our Web services or products, or that materially impact the efficiency or cost with which we provide these Web services and products, would harm our reputation, profitability, and ability to conduct business. In addition, many of the software systems we currently use will need to be enhanced over time or replaced with

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equivalent commercial products, either of which could entail considerable effort and expense. If we fail to develop and execute reliable policies, procedures, and tools to operate our infrastructure, we could face a substantial decrease in workflow efficiency and increased costs, as well as a decline in our revenue.

We face intense and growing competition. If we are unable to compete successfully, our business will be seriously harmed.

The market for our Web services and products is competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. We encounter competition from a wide variety of company types, including:



          website design and development service and software companies;

          Internet service providers and application service providers;

          Internet search engine providers;

          local business directory providers; and

          website domain name providers and hosting companies.In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from other established and emerging companies. Increased competition may result in price reductions, reduced gross margins, and loss of market share, any one of which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than anticipated or decline, and our business could be harmed.

Our failure to build brand awareness quickly could compromise our ability to compete and to grow our business.

As a result of the anticipated increase in competition in our market, and the likelihood that some of this competition will come from companies with established brands, we believe brand name recognition and reputation will become increasingly important. Our strategy of relying significantly on third-party strategic marketing relationships to find new customers may impede our ability to build brand awareness, as our customers may wrongly believe our Web services and products are those of the parties with which we have strategic marketing relationships. If we do not continue to build brand awareness quickly, we could be placed at a competitive
disadvantage to companies whose brands are more recognizable than ours.

If our security measures are breached, our services may be perceived as not being secure, and our business and reputation could suffer.

Our Web services involve the storage and transmission of our customers proprietary information. Although we employ data encryption processes, an intrusion detection system, and other internal control procedures to assure the security of our customers data, we cannot guarantee that these measures will be sufficient for this purpose. If our security measures are breached as a result of third-party action, employee error or otherwise, and as a result our customers data becomes available to unauthorized parties, we could incur liability and our reputation would be damaged, which could lead to the loss of current and potential customers.
If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and other resources to remedy, protect against or alleviate these and related problems, and we may not be able to remedy these problems in a timely manner, or at all. Because techniques used by outsiders to obtain unauthorized network access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

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If we cannot adapt to technological advances, our Web services and products may become obsolete and our ability to compete would be impaired.

Changes in our industry occur very rapidly, including changes in the way the Internet operates or is used by small and medium-sized businesses and their customers. As a result, our Web services and products could become obsolete quickly. The introduction of competing products employing new technologies and the evolution of new industry standards could render our existing products or services obsolete and unmarketable. To be successful, our Web services and products must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market
acceptance. If we are unable to develop new Web services or products, or enhancements to our Web services or products, on a timely and cost-effective basis, or if new Web services or products or enhancements do not achieve market acceptance, our business would be seriously harmed.

Providing Web services and products to small and medium-sized businesses designed to allow them to Internet-enable their businesses is a new and emerging market; if this market fails to develop, we will not be able to grow our business.

Our success depends on a significant number of small and medium-sized business outsourcing website design, hosting, and management as well as adopting other online business solutions. The market for our Web services and products is relatively new and untested. Custom website development has been the predominant method of Internet enablement, and small and medium-sized businesses may be slow to adopt our template-based Web services and products. Further, if small or medium-sized businesses determine that having an online presence is not giving their businesses an advantage, they would be less likely to purchase our Web services and products. If the
market for our Web services and products fails to grow or grows more slowly than we currently anticipate, or if our Web services and products fail to achieve widespread customer acceptance, our business would be seriously harmed.

We are dependent on our executive officers, and the loss of any key member of this team may compromise our ability to successfully manage our business and pursue our growth strategy.

Our future performance depends largely on the continuing service of our executive officers and senior management team, especially that of David Brown, our Chief Executive Officer. Our executives are not contractually obligated to remain employed by us. Accordingly, any of our key employees could terminate their employment with us at any time without penalty and may go to work for one or more of our competitors after the expiration of their non-compete period. The loss of one or more of our executive officers could make it more difficult for us to pursue our business goals and could seriously harm our business.

Any growth could strain our resources and our business may suffer if we fail to implement appropriate controls and procedures to manage our growth.

Growth in our business may place a strain on our management, administrative, and sales and marketing infrastructure. If we fail to successfully manage our growth, our business could be disrupted, and our ability to operate our business profitably could suffer. Growth in our employee base may be required to expand our customer base and to continue to develop and enhance our Web service and product offerings. To manage growth of our operations and personnel, we would need to enhance our operational, financial, and management controls and our reporting systems and procedures. This would require additional personnel and capital investments, which would
increase our cost base. The growth in our fixed cost base may make it more difficult for us to reduce expenses in the short term to offset any shortfalls in revenue.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.

Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology, Web services, and products. If we are unable to protect our intellectual property, our competitors could use our intellectual property to market services and products similar to those offered by us, which could decrease demand for our Web services and products. We may be unable to prevent third parties from using our proprietary assets without our authorization. We do not currently rely on patents to protect our core intellectual property, and we have not applied for patents in any jurisdictions inside or outside of the United

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States. To protect, control access to, and limit distribution of our intellectual property, we generally enter into confidentiality and proprietary inventions agreements with our employees, and confidentiality or license agreements with consultants, third-party developers, and customers. We also rely on copyright, trademark, and trade secret protection. However, these measures afford only limited protection and may be inadequate. Enforcing our rights to our technology could be costly, time-consuming and distracting. Additionally, others may develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability
to adequately protect our proprietary assets will harm our business and reduce our ability to compete.

If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall or result in our stock being delisted.

Effective internal controls are necessary for us to provide reliable and accurate financial reports. We will need to devote significant resources and time to comply with the requirements of Sarbanes-Oxley with respect to internal control over financial reporting. In addition, Section 404 under Sarbanes-Oxley requires that we assess and our auditors attest to the design and operating effectiveness of our controls over financial reporting. Our ability to comply with the annual internal control report requirement for our fiscal year ending on December 31, 2008, will depend on the effectiveness of our financial reporting and data systems and controls
across our company and our operating subsidiaries. We expect these systems and controls to become increasingly complex to the extent that we integrate acquisitions and our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. Any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the NASDAQ Global Market, either of which would harm our stock price.

We might require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new services and products or enhance our existing Web services, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. Financial market disruption and general economic conditions in which the credit markets are severely constrained and the depressed equity markets may make it difficult for us to obtain additional financing on terms favorable to us, if at
all. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired.

Provisions in our amended and restated certificate of incorporation and bylaws or under Delaware law might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:



          establish a classified board of directors so that not all members of our board are elected at one time;

          provide that directors may only be removed for cause and only with the approval of 66 2/3% of our stockholders;

          require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;

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

          authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;

          prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

          provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

          establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder and which may discourage, delay, or prevent a change of control of our company.

If we do not integrate our services and products related to an acquisition, we may lose customers and fail to achieve our financial objectives.

Achieving the benefits of any acquisition will depend in part upon the integration of the acquisitions services and products with those offered by us in a timely and efficient manner. To provide enhanced and more valuable services and products to our customers after, we also need to integrate our operations. This may be difficult, unpredictable, and subject to delay because our services and products would be developed, marketed and sold independently and were designed without regard to such integration. If we cannot successfully integrate our services and products and continue to provide customers with enhanced services and products after an
acquisition on a timely basis, we may lose customers and our business and results of operations may suffer.

We may not realize the anticipated benefits from an acquisition.

Acquisitions involve the integration of companies that have previously operated independently. We expect that acquisitions may result in financial and operational benefits, including increased revenue, cost savings and other financial and operating benefits. We can not assure you, however, that we will be able to realize increased revenue, cost savings or other benefits from any acquisition, or, to the extent such benefits are realized, that they are realized timely. Integration may also be difficult, unpredictable, and subject to delay because of possible cultural conflicts and different opinions on product roadmaps or other strategic matters. We
may integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar. Difficulties associated with integrating an acquisitions service and product offering into ours, or with integrating an acquisitions operations into ours, could have a material adverse effect on the combined company and the market price of our common stock.

Charges to earnings resulting from acquisitions may adversely affect our operating results.

Under purchase accounting, we allocate the total purchase price to an acquired companys net tangible assets, intangible assets based on their fair values as of the date of the acquisition and record the excess of the purchase price over those fair values as goodwill. Our managements estimates of fair value are based upon assumptions believed to be reasonable but are inherently uncertain. Going forward, the following factors could result in material charges that would adversely affect our results:



          impairment of goodwill;

          charges for the amortization of identifiable intangible assets and for stock-based compensation;

          accrual of newly identified pre-merger contingent liabilities that are identified subsequent to the finalization of the purchase price allocation; and

          charges to income to eliminate certain Web.com Group pre-merger activities that duplicate those of the acquired company or to reduce our cost structure.

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For example, during the year ended December 31, 2008, we completed our annual impairment test of goodwill and other indefinite lived intangible assets. We performed the initial step of our impairment evaluation by comparing the fair market value of our Company, as determined by using a discounted cash flow and market approach giving equal weight to both models, to its carrying value. As the carrying amount exceeded the fair value, we performed the second step of our impairment evaluation to calculate impairment and as a result recorded a goodwill impairment charge of $102.3 million. The primary reason for the impairment charge was the decline of our
stock price during the fourth quarter of 2008. We expect to incur additional costs associated with combining of acquired companies, which may be substantial. Additional costs may include costs of employee redeployment, relocation and retention, including salary increases or bonuses, accelerated amortization of deferred equity compensation and severance payments, reorganization or closure of facilities, taxes and termination of contracts that provide redundant or conflicting services. Some of these costs may have to be accounted for as expenses that would decrease Web.com Groups net income and earnings per share for the periods in which those adjustments are made.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company owns a 25,381 square foot building in Spokane, Washington, in which a Web services sales center is located. In addition, we lease the following principal facilities:



Location

          

          SquareFeet

          

          Lease ExpirationHeadquarters and principal administrative, finance, and marketing operations

          

          

          Jacksonville, FL

          

          

          

          112,306

          

          

          

          July 2019Leads.com sales center

          

          

          Manassas, VA

          

          

          

          24,081

          

          

          

          September 2009Leads.com sales center

          

          

          Norton, VA

          

          

          

          5,467

          

          

          

          November 20101ShoppingCart.com operations center

          

          

          Barrie, Ontario, Canada

          

          

          

          8,301

          

          

          

          May 2012RenovationExperts.com operations center

          

          

          Halifax, Nova Scotia,Canada

          

          

          

          5,104

          

          

          

          August 2009Web.com Search Agency operations center

          

          

          Scottsdale, AZ

          

          

          

          8,280

          

          

          

          March 2011Web.com operations center

          

          

          Atlanta, GA

          

          

          

          27,482

          

          

          

          July 2010Globenetix operations center

          

          

          Houston, TX

          

          

          

          2,251

          

          

          

          April 2009

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Item 201 (e). Performance Graph.

The following graph shows the total stockholder return as of the dates indicated of an investment of $100 in cash on November 2, 2005 (the date the Companys common stock was first publicly traded) for (i) the Companys common stock, (ii) the Nasdaq Composite Index and (iii) the RDG Internet Composite Index. All values assume reinvestment of the full amount of any dividends, however, no dividends have been declared on our common stock to date. The stock price performance on the graph below is not necessarily indicative of future performance.

COMPARISON OF 3 YEAR CUMULATIVE TOTAL RETURN*(1)(2)Among Web.com Group, Inc., The NASDAQ Composite Indexand The RDG Internet Composite Index

[GRAPHIC MISSING]




*

          $100 invested on November 2, 2005 in stock or on October 31, 2005 in index-including reinvestment of dividends. Fiscal year ending December 31.(1)

          This Section is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the 1933 Act or the 1934 Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.(2)

          This table dates back to November 2, 2005, the first date on which the Companys stock was publicly traded.Item 3. Legal Proceedings.

From time to time we may be involved in litigation relating to claims arising out of our operations. There are several outstanding litigation matters that relate to our wholly-owned subsidiary, Web.com Holding Company, Inc., formerly Web.com, Inc. (Web.com Holding), including the following:

On August 2, 2006, Web.com Holding filed suit in the United States District Court for the Western District of Pennsylvania against Federal Insurance Company and Chubb Insurance Company of New Jersey, seeking insurance coverage and payment of litigation expenses with respect to litigation involving Web.com Holding pertaining to events in 2001. Web.com Holding also has asserted claims against Rapp Collins, a division of Omnicom Media, that are pending in state court in Pennsylvania for recovery of the same litigation expenses. These actions were consolidated in state court in Pennsylvania on September 30, 2008.

On June 19, 2006, Web.com Holding filed suit in the United States District Court for the Northern District of Georgia against The Go Daddy Group, Inc., seeking damages, a permanent injunction and attorney fees related to alleged infringement of four of Web.com Holdings patents. On January 8, 2009, the parties entered into a confidential settlement and patent cross-licensing agreement which resolves the lawsuit.

Web.com Holding was party to a lawsuit in state court in Missouri relating to Web.com Holdings acquisition of Communitech.Net, Inc. in 2002. In February 2008, we settled all claims related to that lawsuit pursuant to a confidential settlement agreement. As part of the settlement, we received a broad release of claims. We had previously adequately reserved for the contingencies arising from this matter, including the settlement. As such, the settlement did not have a material adverse impact on our financial condition, cash flows or results of operations.

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Web.com is also defending the appeals of several other cases that were resolved favorably to Web.com but none of which is material to our company.

The outcome of litigation may not be assured, and despite managements views of the merits of any litigation, or the reasonableness of our estimates and reserves, our cash balances could nonetheless be materially affected by an adverse judgment. In accordance with SFAS No. 5 Accounting for Contingencies, we believe we have adequately reserved for the contingencies arising from the above legal matters where an outcome was deemed to be probable and the loss amount could be reasonably estimated. As such, we do not believe that the anticipated outcome of the aforementioned proceedings will have a materially adverse impact on our
financial condition, cash flows, or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our security holders during the quarter ended December 31, 2008.

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PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Since October 27, 2008, our common stock has been listed on the NASDAQ Global Market under the symbol WWWW. Prior to such time, since November 1, 2005, our common stock has been listed on the NASDAQ Global Market under the symbol WSPI. Prior to November 1, 2005, there was no public market for our common stock. The following table sets forth the high and low stock prices of our common stock for the last two fiscal years as reported on the NASDAQ Global Market.



2008

          

          2007High

          

          Low

          

          High

          

          LowFirst Quarter

          

          $

          12.00

          

          

          $

          8.75

          

          

          $

          10.50

          

          

          $

          8.37Second Quarter

          

          $

          10.39

          

          

          $

          7.35

          

          

          $

          10.10

          

          

          $

          7.92Third Quarter

          

          $

          8.30

          

          

          $

          4.91

          

          

          $

          10.50

          

          

          $

          8.06Fourth Quarter

          

          $

          5.51

          

          

          $

          2.05

          

          

          $

          12.00

          

          

          $

          9.75

The closing price for our common stock as reported by the NASDAQ Global Market on February 27, 2009 was $3.00 per share. As of February 27, 2009, there were approximately 538 stockholders of record of our common stock, not including those shares held in street or nominee name.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund the development and expansion of our business, and therefore we do not anticipate paying cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors. None of our outstanding capital stock is entitled to any dividends.

Issuer Purchases of Equity Securities

On September 4, 2008, we announced that our Board of Directors authorized the repurchase of up to $20 million of the Companys outstanding common shares over the next eighteen months. The timing, price and volume of repurchases will be based on market conditions, liquidity, relevant securities laws and other factors. The Company may terminate the repurchase program at any time without notice.

The following table sets forth information about our stock repurchases for the three months ended December 31, 2008.



Period

          

          Total Number of Shares Purchased(1)

          

          Average Price Paid per Share

          

          Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

          

          Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (In Thousands)(2),(3)October 1, 2008 to October 31, 2008

          

          

          202,556

          

          

          

          4.54

          

          

          

          202,556

          

          

          $

          16,174November 1, 2008 to November 30, 2008

          

          

          1,170,000

          

          

          

          2.10

          

          

          

          1,170,000

          

          

          $

          13,717December 1, 2008 to December 31, 2008

          

          

          220,400

          

          

          

          3.24

          

          

          

          220,400

          

          

          $

          13,003




(1)

          Based on trade date; not settlement date.(2)

          On September 4, 2008, the Web.com Group announced a stock repurchase program which authorized it to repurchase up to $20 million of the Company's outstanding common stock over the next eighteen months.(3)

          During the quarter ended December 31, 2008, the Company had $4.0 million in settled transactions and $147 thousand in unsettled transactions.

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Recent Sales of Unregistered Securities

On September 16, 2008, Friedman, Billings, Ramsey Group, Inc. (FBR) exercised, or caused to be exercised, its warrants to purchase 196,943 shares of common stock of the Company. The warrants were net exercised with an exercise price of $2.88. In addition, on December 10, 2008, FBR assigned warrants to purchase 61,286 shares of common stock of the Company to certain of its employees and former employees. The warrants were cash and net exercised by the recipients with an exercise price of $2.88.

Item 6. Selected Financial Data.



Year Ended December 31,2008(1)(3)

          

          2007(1)

          

          2006(2)

          

          2005

          

          2004(In Thousands, Except per Share Data)Consolidated Statement of Operations Data:Revenues

          

          $

          122,488

          

          

          $

          82,521

          

          

          $

          52,041

          

          

          $

          37,770

          

          

          $

          23,402Income (loss) from operations

          

          

          (96,907

          )

          

          

          1,497

          

          

          

          2,997

          

          

          

          425

          

          

          

          656Net income (loss)

          

          

          (96,210

          )

          

          

          1,358

          

          

          

          8,597

          

          

          

          827

          

          

          

          924Net income (loss) attributable to common stockholders

          

          

          (96,210

          )

          

          

          1,358

          

          

          

          8,597

          

          

          

          (329

          )

          

          

          (370

          )Basic net income (loss) attributable per common share

          

          $

          (3.51

          )

          

          $

          0.07

          

          

          $

          0.51

          

          

          $

          (0.05

          )

          

          $

          (0.12

          )Diluted net income (loss) attributable per common share

          

          $

          (3.51

          )

          

          $

          0.06

          

          

          $

          0.44

          

          

          $

          (0.05

          )

          

          $

          (0.12

          )Basic weighted average common shares outstanding

          

          

          27,398

          

          

          

          19,802

          

          

          

          16,778

          

          

          

          6,222

          

          

          

          3,002Diluted weighted average common shares outstanding

          

          

          27,398

          

          

          

          22,224

          

          

          

          19,430

          

          

          

          6,222

          

          

          

          3,002



As of December 31,2008

          

          2007

          

          2006

          

          2005

          

          2004(In Thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

          

          $

          34,127

          

          

          $

          29,746

          

          

          $

          42,155

          

          

          $

          55,746

          

          

          $

          6,621Working capital

          

          

          23,971

          

          

          

          16,525

          

          

          

          39,534

          

          

          

          51,535

          

          

          

          4,926Total assets

          

          

          122,495

          

          

          

          235,013

          

          

          

          93,360

          

          

          

          76,370

          

          

          

          13,370Long-term note payable and obligations under capital leases

          

          

          

          

          

          

          59

          

          

          

          194

          

          

          

          241

          

          

          

          Convertible redeemable preferred stock

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          17,454Accumulated deficit

          

          

          (154,014

          )

          

          

          (57,804

          )

          

          

          (59,162

          )

          

          

          (67,759

          )

          

          

          (69,030

          )Total stockholders equity (deficit)

          

          

          99,293

          

          

          

          196,431

          

          

          

          83,956

          

          

          

          68,355

          

          

          

          (9,191

          )




(1)

          See Note 6 to the Consolidated Financial Statements for information regarding businesses acquired during the years ended December 31, 2008 and 2007.(2)

          Included in the net income for the year ended December 31, 2006 is a tax benefit of $3.2 million, which was the result of a reduction in the deferred tax asset reserve allowance.(3)

          Included in the net loss for the year ended December 31, 2008 is a goodwill and intangible asset impairment charge of $102.6 million. The primary reason for the impairment charge was the decline of the Companys stock price during the fourth quarter of 2008.

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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.

Safe Harbor

In addition to historical information, this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, risks and uncertainties, including the risk factors set forth in Item 1A. above and the risk factors set forth in this discussion, especially under the captions Variability of Results and Factors That May Affect Future Operating Results in this Form 10-K. Generally, the words
anticipate, expect, intend, believe and similar expressions identify forward-looking statements. The forward-looking statements made in this Form 10-K are made as of the filing date of this Form 10-K with the Securities and Exchange Commission, and future events or circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to place undue reliance on these statements. We expressly disclaim any obligation to update or alter our forward-looking statements, whether, as a result of new information, future events or otherwise after the date of this document.

Overview

We are a leading provider of Do-It-For-Me and Do-It-Yourself website building tools, online marketing, lead generation and technology solutions that enable small and medium-sized businesses to build and maintain an effective online presence. We offer a full range of online services, including online marketing and advertising, local search, search engine marketing, search engine optimization, lead generation, home contractor specific leads, website design and publishing, logo and brand development and eCommerce solutions, meeting the needs of small businesses anywhere along their lifecycle.

Our primary service offerings, eWorks! XL and SmartClicks, are comprehensive performance-based packages that include website design and publishing, online marketing and advertising, search engine optimization, search engine submission, lead generation, hosting and email solutions, and easy-to-understand Web analytics. As an application service provider, or ASP, we offer our customers a full range of Web services and products on an affordable subscription basis. In addition to our primary service offerings, we provide a variety of premium services to customers who desire more advanced capabilities; such as eCommerce solutions and other sophisticated
online marketing services and online lead generation. The breadth and flexibility of our offerings allow us to address the Web services needs of a wide variety of customers, ranging from those just establishing their websites to those that want to enhance their existing online presence with more sophisticated marketing and lead generation services. Additionally, as the Internet continues to evolve, we plan to refine and expand our service offerings to keep our customers at the forefront.

Through the combination of our proprietary website publishing and management software, automated workflow processes, and specialized workforce development and management techniques, we believe that we achieve production efficiencies that enable us to offer sophisticated Web services at affordable rates. Our technology automates many aspects of creating, maintaining, enhancing, and marketing websites on behalf of our customers. With approximately 265,000 subscribers to our eWorks! XL, SmartClicks, and subscription-based services as of December 31, 2008, we believe we are one of the industrys largest providers of affordable Web services and
products enabling small and medium-sized businesses to have an effective online presence.

We traditionally have sold our Web services and products to customers identified primarily through strategic relationships with established brand name companies that have a large number of small and medium-sized business customers. We have a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers at our sales centers in Spokane, Washington; Atlanta, Georgia; Jacksonville, Florida; Manassas, Virginia; Norton, Virginia; Halifax, Nova Scotia; Barrie, Ontario; and Scottsdale, Arizona. Our sales force specializes in selling to small and medium-sized businesses across a wide variety of industries
throughout the United States.

To increase our revenue and take advantage of our market opportunity, we plan to expand our subscriber base as well as increase our revenue from existing subscribers. We intend to continue to invest in hiring additional personnel, particularly in sales and marketing; developing additional services and products; adding

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to our infrastructure to support our growth; and expanding our operational and financial systems to manage our growing business. As we have in the past, we will continue to evaluate acquisition opportunities to increase the value and breadth of our Web services and product offerings and expand our subscriber base.

Key Business Metrics

Management periodically reviews certain key business metrics to evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial performance of our business. These key business metrics include:

Net Subscriber Additions

We grow our subscriber base through a combination of adding new subscribers and retaining existing subscribers. We define net subscriber additions in a particular period as the gross number of new subscribers added during the period, less subscriber cancellations during the period. For this purpose, we only count as new subscribers those customers whose subscriptions have extended beyond the free trial period. Additionally, we do not treat a subscription as cancelled, even if the customer is not current in its payments, until either we have attempted to contact the subscriber twenty times or 60 days have passed since the most recent failed billing
attempt, whichever is sooner. In any event, a subscribers account is cancelled if payment is not received within approximately 80 days.

We review this metric to evaluate whether we are performing to our business plan. An increase in net subscriber additions could signal an increase in subscription revenue, higher customer retention, and an increase in the effectiveness of our sales efforts. Similarly, a decrease in net subscriber additions could signal decreased subscription revenue, lower customer retention, and a decrease in the effectiveness of our sales efforts. Net subscriber additions above or below our business plan could have a long-term impact on our operating results due to the subscription nature of our business.

Monthly Turnover

Monthly turnover is a metric we measure each quarter, and which we define as customer cancellations in the quarter divided by the sum of the number of subscribers at the beginning of the quarter and the gross number of new subscribers added during the period, divided by three months. Customer cancellations in the quarter include cancellations from gross subscriber additions, which is why we include gross subscriber additions in the denominator. In measuring monthly turnover, we use the same conventions with respect to free trials and subscribers who are not current in their payments as described above for net subscriber additions. Monthly turnover is
the key metric that allows management to evaluate whether we are retaining our existing subscribers in accordance with our business plan. An increase in monthly turnover may signal deterioration in the quality of our service, or it may signal a behavioral change in our subscriber base. Lower monthly turnover signals higher customer retention.

Sources of Revenue

We derive our revenue from sales of a variety of services to small and medium-sized businesses, including web design, online marketing, search engine optimization, eCommerce solutions, logo design and home contractor lead services. Leads are generated through online advertising campaigns targeting customers in need of web design, hosting or online marketing solutions, through strategic partnerships with enterprise partners, or through our corporate websites.

Subscription Revenue

We currently derive a substantial majority of our revenue from fees associated with our subscription services, which are generally sold through our eWorks! XL, SmartClicks, Visibility Online, Web.com, Renex and 1ShoppingCart.com offerings. A significant portion of our subscription contracts include the design of a five-page website, its hosting, and several additional Web services. In the case of eWorks! XL, upon the completion and initial hosting of the website, our subscription services are offered free of charge for a 30-day trial period during which the customer can cancel at any time. After the 30-day trial period has ended, the revenue is
recognized on a daily basis over the life of the contract. No 30-day free trial period is offered to customers for our Visibility Online services, and revenue is recognized on a daily basis over the life of the

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contract. The typical subscription is a monthly contract, although terms range up to 12 months. We bill a majority of our customers on a monthly basis through their credit cards, bank accounts, or business merchant accounts.

The Web.com product line subscription revenue is primarily generated from shared hosting, managed services, eCommerce services, applications hosting and domain name registrations. Revenue is recognized as the services are provided. Hosting contracts generally are for service periods ranging from one to 24 months and typically require up-front fees. These fees, including set-up fees for hosting services, are deferred and recognized ratably over the customers expected service period. Deferred revenues represents the liability for advance billings to customers for services not yet provided.

For the year ended December 31, 2008 subscription revenue accounted for approximately 96% of our total revenue as compared to 94% and 90% for the years ended December 31, 2007 and 2006, respectively. The number of paying subscribers to our Web services and lead generation products drives subscription revenue as well as the subscription price that we charge for these services. The number of paying subscribers is affected both by the number of new customers we acquire in a given period and by the number of existing customers we retain during that period. We expect other sources of revenue to decline as a percentage of total revenue over time.

License Revenue

We generate license revenue from the sale of perpetual licenses to use our software products. Our software products enable customers to build websites either for themselves or for others. License revenue consists of all fees earned from granting customers licenses to use our software products. Software may be delivered indirectly by a channel distributor, through download from our website, or directly to end users by us. We recognize license revenue from packaged products upon shipment to end-users. We consider delivery of licenses under electronic licensing agreements to have occurred when the related products are shipped and the end user has been
electronically provided with the licenses and software activation keys that allow the end user to take immediate possession of the software. In periods during which we release new versions of our software, our license revenue is likely to be higher than in periods during which no new releases occur.

Professional Services Revenue

We also generate professional services revenue from custom website design and outsourced customer service and sales support. Our custom website design work is typically billed on a fixed price basis and over very short periods. Our outsourced customer service and sales support services are typically billed on an hourly basis.

Cost of Revenue

Cost of Subscription Revenue

Cost of subscription revenue primarily consists of expenses related to marketing fees we pay to companies with which we have strategic marketing relationships as well as compensation expenses related to our Web page development staff, directory listing fees, customer support costs, domain name and search engine registration fees, allocated overhead costs, billing costs, and hosting expenses. We allocate overhead costs such as rent and utilities to all departments based on headcount. Accordingly, general overhead expenses are reflected in each cost of revenue and operating expense category. As our customer base and Web services usage grows, we intend
to continue to invest additional resources in our website development and support staff.

Cost of License Revenue

Cost of license revenue consists of costs attributable to the manufacture and distribution of the software, compensation expenses related to our quality assurance staff, as well as allocated overhead costs.

Cost of Professional Services Revenue

Cost of professional services revenue primarily consists of compensation expenses related to our Web page development staff and allocated overhead costs. We plan to add additional resources in this area to support the expected growth in our professional services and custom design functions.

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Operating Expenses

Sales and Marketing Expense

Our largest direct marketing expense are the costs associated with the online marketing channels we use to acquire and promote our services. These channels include search marketing, affiliate marketing and online partnerships. Sales costs consist primarily of salaries and related expenses for our sales and marketing staff. Sales and marketing expenses also include commissions, marketing programs, including advertising, events, corporate communications, other brand building and product marketing expenses and allocated overhead costs.

We plan to continue to invest heavily in sales and marketing by increasing the number of direct sales personnel in order to add new subscription customers as well as increase sales of additional and new services and products to our existing customer base. Our investment in this area will also help us to expand our strategic marketing relationships, to build brand awareness, and to sponsor additional marketing events. We expect that, in the future, sales and marketing expenses will increase in absolute dollars and continue to be our largest indirect cost.

Research and Development Expense

Research and development expenses consist primarily of salaries and related expenses for our research and development staff, outsourced software development expenses, and allocated overhead costs. We have historically focused our research and development efforts on increasing the functionality of the technologies that enable our Web services and lead generation products. Our technology architecture enables us to provide all of our customers with a service based on a single version of the applications that serve each of our product offerings. As a result, we do not have to maintain multiple versions of our software, which enables us to have lower
research and development expenses as a percentage of total revenue. We expect that, in the future, research and development expenses will increase in absolute dollars as we continue to upgrade and extend our service offerings and develop new technologies.

General and Administrative Expense

General and administrative expenses consist of salaries and related expenses for executive, finance, administration, and management information systems personnel, as well as professional fees, other corporate expenses, and allocated overhead costs. We expect that general and administrative expenses will increase in absolute dollars as we continue to add personnel to support the growth of our business.

Depreciation and Amortization Expense

Depreciation and amortization expenses relate primarily to our computer equipment, software, building and other intangible assets recorded due to the acquisitions we have completed.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies and estimates are described in more detail in Note 1 to our consolidated financial statements included in this report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104 and other related generally accepted accounting principles.

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

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Thus, we recognize subscription revenue on a daily basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual, or annual basis, at the customers option. For all of our customers, regardless of their billing method, subscription revenue is recorded as deferred revenue in the accompanying consolidated balance sheets. As services are performed, we recognize subscription revenue on a daily basis over the applicable service period. When we provide a free trial period, we do not begin to recognize subscription revenue until the trial period has ended and the customer has been billed for the
services.

License revenue is derived from sales of software licenses directly to end-users as well as through value-added resellers and distributors. Software may be delivered indirectly by a distributor, through download from our website, or directly to end-users by our company. We recognize revenue generated by the distribution of software licenses directly by us in the form of a boxed software product or a digital download upon sale and delivery to the end-user. End-users who purchase a software license online pay for the license at the time of order. We do not offer extended payment terms or make concessions for software license sales. We recognize revenue
generated from distribution agreements where the distributor has a right of return as the distributor sells and delivers software license product to the end-user. We recognize revenue from distribution agreements where no right of return exists when a licensed software product is shipped to the distributor. In arrangements where distributors pay us upon shipment of software product to end-customers, we recognize revenue upon payment by the distributor. We are not obligated to provide technical support in connection with software licenses and do not provide technical support services to our software license customers. Our revenue recognition policies are in compliance with Statement of Position, or SOP, 97-2 (as amended by SOP 98-4 and SOP 98-9), Software Revenue Recognition.

Professional services revenue is generated from custom website designs and outsourced customer service and sales support services. Our professional services revenue from contracts for custom website design is recorded using a proportional performance model based on labor hours incurred. The extent of progress toward completion is measured by the labor hours incurred as a percentage of total estimated labor hours to complete. Labor hours are the most appropriate measure to allocate revenue among reporting periods, as they are the primary input to the provision of our professional services.

We account for our multi-element arrangements, such as in the instances where we design a custom website and separately offer other services such as hosting and marketing, in accordance with Emerging Issues Task Force Issue 00-21, Revenue Arrangements with Multiple Deliverables. We identify each element in an arrangement and assign the relative fair value to each element. The additional services provided with a custom website are recognized separately over the period for which services are performed.

Allowance for Doubtful Accounts

In accordance with our revenue recognition policy, our accounts receivable are based on customers whose payment is reasonably assured. We monitor collections from our customers and maintain an allowance for estimated credit losses based on historical experience and specific customer collection issues. While credit losses have historically been within our expectations and the provisions established in our financial statements, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Because we have a large number of customers, we do not believe a change in liquidity of any one customer or our
inability to collect from any one customer would have a material adverse impact on our consolidated financial position.

We also monitor failed direct debit billing transactions and customer refunds and maintain an allowance for estimated losses based upon historical experience. These provisions to our allowance are recorded as an adjustment to revenue. While losses from these items have historically been minimal, we cannot guarantee that we will continue to experience the same loss rates that we have in the past.

Accounting for Stock-Based Compensation

We record compensation expenses for our employee and director stock-based compensation plans based upon the fair value of the award in accordance with SFAS No. 123(R), Share Based Payment, which we adopted on January 1, 2006. Because we previously adopted the expense recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, the adoption of SFAS No. 123(R) had no material impact on our financial statements. Stock-based compensation is amortized over the related vesting periods.

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Valuation at the Time of Grant.  We granted to our employees options to purchase common stock at exercise prices equal to the quoted market values of the underlying stock at the time of each grant. Upon granting options to our employees, we valued the fair value of each option award, on the date of the grant, using the Black Scholes option valuation model.

The table below summarizes our options granted during the years ended December 31, 2006, 2007, and 2008:



Month

          

          Number of Shares

          

          Exercise Price per ShareJanuary 2006

          

          

          159,000

          

          

          

          10.38  10.90February 2006

          

          

          155,000

          

          

          

          11.25March 2006

          

          

          16,000

          

          

          

          14.05April 2006

          

          

          10,000

          

          

          

          11.45May 2006

          

          

          70,000

          

          

          

          11.64July 2006

          

          

          20,400

          

          

          

          10.00October 2006

          

          

          302,350

          

          

          

          10.98January 2007

          

          

          568,500

          

          

          

          8.92March 2007

          

          

          235,250

          

          

          

          8.90  8.92April 2007

          

          

          83,800

          

          

          

          9.01May 2007

          

          

          52,500

          

          

          

          8.70July 2007

          

          

          43,900

          

          

          

          10.18September 2007

          

          

          2,424,558

          (1)

          

          

          2.77  193.02October 2007

          

          

          615,750

          

          

          

          10.20  10.52January 2008

          

          

          215,050

          

          

          

          9.31May 2008

          

          

          1,026,700

          

          

          

          8.74July 2008

          

          

          70,000

          

          

          

          6.53October 2008

          

          

          583,100

          

          

          

          4.416,651,858




(1)

          Consists of options assumed by us in connection with the Web.com acquisition.Goodwill and Intangible Assets

In accordance with Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets, we periodically evaluate goodwill and indefinite lived intangible assets for potential impairment. We test for the impairment of goodwill and indefinite lived intangible assets annually, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or indefinite lived intangible assets below its carrying amount. Other intangible assets include, among other items, customer relationships, developed technology and non-compete agreements, and they are amortized using
the straight-line method over the periods benefited, which is up to eight years. Other intangible assets represent long-lived assets and are assessed for potential impairment whenever significant events or changes occur that might impact recovery of recorded costs. During the year ended December 31, 2008, we completed our annual impairment test of goodwill and other indefinite lived intangible assets. After performing the tests, we determined the carrying amount exceeded the fair value and calculated the impairment. As a result, we recorded a goodwill and intangible asset impairment charge of $102.6 million. The primary reason for the impairment charge was the decline of our stock price during 2008. See Note 8 Goodwill and Intangible Assets in the consolidated financial statements for additional information on goodwill and intangible assets.

Accounting for Purchase Business Combinations

All of our acquisitions were accounted for as purchase transactions, and the purchase price was allocated to the assets acquired and liabilities assumed based on the fair value of the assets acquired and liabilities assumed. The excess of the purchase price over the fair value of net assets acquired or net liabilities assumed, was allocated to goodwill. Management weighed several factors in determining the fair value of amortizable

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intangibles, which primarily consists of customer relationships, non-compete agreements, trade names, and developed technology, including using valuation studies as one of many tools in determining the fair value of amortizable intangibles.

Provision for Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109Accounting for Income Taxes, using the liability method. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Further, deferred tax assets are recognized for the expected
realization of available net operating loss carry forwards. A valuation allowance is recorded to reduce a deferred tax asset to an amount that we expect to realize in the future. We review the adequacy of the valuation allowance on an ongoing basis and recognize these benefits if a reassessment indicates that it is more likely than not that these benefits will be realized. In addition, we evaluate our tax contingencies on an ongoing basis and recognize a liability when we believe that it is probable that a liability exists and that the liability is measurable.

In accordance with SFAS No. 109 Accounting for Income Taxes, we annually evaluate the need for a valuation allowance on its deferred tax assets. As a result of this evaluation, we determined no adjustment to the valuation allowance was necessary for the years ended December 31, 2008 and 2007. We believe that we have fully reserved for any tax uncertainties in accordance with FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109, however, if actual results differ from our estimates, we will adjust the tax provision in the period the tax uncertainty is
realized.

Results of Operations

The following table presents our selected consolidated statement of operations data for the periods indicated (in thousands):



Year Ended December 31,2008

          

          2007

          

          2006Revenue:Subscription

          

          $

          117,256

          

          

          $

          77,676

          

          

          $

          46,789License

          

          

          2,474

          

          

          

          2,437

          

          

          

          3,585Professional services

          

          

          2,758

          

          

          

          2,408

          

          

          

          1,667Total revenue

          

          

          122,488

          

          

          

          82,521

          

          

          

          52,041Cost of revenue (excluding depreciation and amortization shown separately below):Subscription

          

          

          42,585

          

          

          

          32,381

          

          

          

          20,534License

          

          

          528

          

          

          

          751

          

          

          

          958Professional services

          

          

          1,310

          

          

          

          1,299

          

          

          

          1,421Total cost of revenue

          

          

          44,423

          

          

          

          34,431

          

          

          

          22,913Gross profit

          

          

          78,065

          

          

          

          48,090

          

          

          

          29,128Operating expenses:Sales and marketing

          

          

          28,923

          

          

          

          19,308

          

          

          

          12,511Research and development

          

          

          9,862

          

          

          

          5,075

          

          

          

          2,256General and administrative

          

          

          19,391

          

          

          

          16,513

          

          

          

          9,652Restructuring charges

          

          

          836

          

          

          

          243

          

          

          

          Depreciation and amortization

          

          

          13,408

          

          

          

          5,454

          

          

          

          1,712Goodwill and asset impairment

          

          

          102,552

          

          

          

          

          

          

          

          Total operating expenses

          

          

          174,972

          

          

          

          46,593

          

          

          

          26,131(Loss) income from operations

          

          

          (96,907

          )

          

          

          1,497

          

          

          

          2,997Interest, net

          

          

          822

          

          

          

          1,938

          

          

          

          2,400(Loss) income before income taxes

          

          

          (96,085

          )

          

          

          3,435

          

          

          

          5,397Income tax (expense) benefit

          

          

          (125

          )

          

          

          (2,077

          )

          

          

          3,200Net (loss) income

          

          

          (96,210

          )

          

          

          1,358

          

          

          

          8,597

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The following table sets forth, for each component of revenue, the cost of the revenue expressed as a percentage of the related revenue for each of the periods indicated:



Year Ended December 31,2008

          

          2007

          

          2006Cost of subscription revenue

          

          

          36

          %

          

          

          42

          %

          

          

          44

          %Cost of license revenue

          

          

          21

          

          

          

          31

          

          

          

          27Cost of professional services revenue

          

          

          47

          

          

          

          54

          

          

          

          85

Comparison of Years Ended December 31, 2008 and 2007

Total revenue increased 48% to $122.5 million in the year ended December 31, 2008 from $82.5 million in the year ended December 31, 2007.

Subscription Revenue.  Subscription revenue increased 51% to $117.3 million in the year ended December 31, 2008 from $77.7 million in the year ended December 31, 2007. The increase in subscription revenue was primarily the result of $36.5 million of additional revenue from the acquisition of Web.com as well as an increase of $4.2 million due to the growth of the average number of customers over the prior year. These increases were partially offset by the $1.1 million impact of a decrease in our average revenue per subscriber as compared to the prior year. The decrease in average revenue per subscriber was due to the addition of lower
revenue subscribers from our Do-It-Yourself website building and hosting products as well as a reduction in spending by our enterprise partner subscribers.

Net subscribers increased 2,393 during the year ended December 31, 2008, compared to an increase of 9,636 in the year ended December 31, 2007, which excluded the customers acquired as part of the Web.com acquisition. The net subscriber additions includes approximately 9,300 customers that we acquired in September 2008. The average monthly turnover decreased to 4.0% in the year ended December 31, 2008 from 4.8% in the year ended December 31, 2007.

License Revenue.  License revenue increased 2% to $2.5 million in the year ended December 31, 2008 from $2.4 million in the year ended December 31, 2007. This slight increase was due to the timing of the NetObjects Fusion version releases and the natural life cycle of the product.

Professional Services Revenue.  Professional services revenue increased 15% to $2.8 million in the year ended December 31, 2008 from $2.4 million in the year ended December 31, 2007. Several events during the year ended December 31, 2008 contributed to the increase of professional service revenues. In June 2008, we acquired a Do-It-Yourself logo product to offer to our customers. Sales from this new product were approximately $355 thousand for the year ended December 31, 2008. In addition, revenue from search engine optimization services, originating from an acquisition completed in March 2007, increased approximately $352 thousand
over the prior year. These increases were partially offset by the sale of certain customers unrelated to our core business, in April 2008, which resulted in a decrease of revenue of $173 thousand and a decrease of $157 thousand in our custom web design services.

Cost of Revenue

Cost of Subscription Revenue.  Cost of subscription revenue increased 32% to $42.6 million in the year ended December 31, 2008 from $32.4 million in the year ended December 31, 2007. The increase in the cost of subscription revenue was primarily the result of the additional costs of approximately $9.4 million related to the additional subscription revenue associated with customers acquired as part of our acquisitions in 2007. While total costs increased, our gross margin on subscription revenue increased to 64% for the year ended December 31, 2008 as compared to 58% in the year ended December 31, 2007. The increase of gross margin
was a result of a better mix of higher margin revenue and the continued benefits of our migration and consolidation activities.

Cost of License Revenue.  Cost of license revenue decreased 30% to $528 thousand in the year ended December 31, 2008 from $751 thousand in the year ended December 31, 2007. The decrease in the cost of license revenue was primarily attributable to the timing of the Fusion version release and the natural life cycle of the Fusion product.

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Cost of Professional Services Revenue.  Cost of professional services revenue remained constant at $1.3 million in the years ended December 31, 2008 and December 31, 2007. While total costs remained constant over the prior year, increases in costs related to the acquired Do-It-Yourself logo product and increased search engine optimization services were offset by decreases in the cost due to the sale of certain customers unrelated to our core business and a reduction in custom web design services. Gross margin on professional services revenue increased to 53% for the year ended December 31, 2008 as compared to 46% for the year ended
December 31, 2007. The increase of gross margin was a result of a better mix of higher margin revenue.

Operating Expenses

Sales and Marketing Expenses.  Sales and marketing expenses increased 50% to $28.9 million, or 24% of total revenue, during the year ended December 31, 2008 from $19.3 million, or 23% of total revenue, during the year ended December 31, 2007. An increase of $7.3 million in expense was attributable to the addition of sales and marketing resources in connection with our acquisitions during 2007. During the year ended December 31, 2008, we had an increase in employee compensation and benefits cost of $2.0 million and facility expenses of approximately $261 thousand, which was offset by a reduction of $258 thousand in marketing and
advertising expenses.

Research and Development Expenses.  Research and development expenses increased 94% to $9.9 million, or 8% of total revenue, during the year ended December 31, 2008 from $5.1 million, or 6% of total revenue, during the year ended December 31, 2007. This was primarily due to an increase of $3.9 million in additional research and development resources associated with our acquisitions in 2007. During the year ended December 31, 2008, we had an increase in compensation and benefits costs of approximately $1.2 million due to an increase in headcount from 68 at December 31, 2007 to 92 at December 31, 2008. This increase was partially
offset by a reduction of our subcontractor labor and professional fees expense by approximately $406 thousand, which was primarily due to the reduction of costs associated with the contract termination of our outsourced software developer for NetObjects Fusion.

General and Administrative Expenses.  General and administrative expenses increased 17% to $19.4 million, or 16% of total revenue, during the year ended December 31, 2008 from $16.5 million, or 20% of total revenue, during the year ended December 31, 2007. Due to our acquisition in 2007, there was an increase of approximately $4.1 million of additional general and administrative expenses over the prior period. This was partially offset by a reduction of employee compensation and benefits expense of approximately $1.3 million, which was primarily the result of our migration and consolidation activities.

Restructuring Charges.  During the year ended December 31, 2008, we recorded $836 thousand for restructuring charges, which consisted of contract termination fees and employee termination benefits. We decided to use existing in-house resources to assist with the future development of its NetObjects Fusion product instead of outsourcing to subcontractors. The cost of terminating this contract was approximately $474 thousand. Furthermore, we are evaluating strategic alternatives for the NetObjects Fusion license software as we no longer consider it core to our predominantly subscription business model. In addition, we restructured
personnel in our operations and as a result of this reorganization terminated 51 employees and recorded termination benefits of approximately $362 thousand. During the year ended December 31, 2007, we restructured our organization by terminating six employees and closing facilities in Los Angeles, California and Seneca Falls, New York. The Company accrued expenses of $243 thousand for these restructuring costs.

Depreciation and Amortization Expense.  Depreciation and amortization expense increased 146% to $13.4 million, or 11% of total revenue, during the year ended December 31, 2008 from $5.5 million, or 7% of total revenue, during the year ended December 31, 2007. Amortization expense increased to $10.2 million during the year ended December 31, 2008 from $3.8 million in the prior year due to the increase in definite-lived intangible assets as a result of our mergers and acquisitions in 2007. Depreciation expense increased to $3.2 million during the year ended December 31, 2008 from $1.7 million in the prior year due to the increase in
fixed assets purchased and acquired as a result of our acquisitions.

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Goodwill and Asset Impairment.  On December 31, 2008, we completed our annual impairment test of goodwill and other indefinite lived intangible assets. We performed the initial step of our impairment evaluation by comparing the fair market value of our Company, as determined by using a discounted cash flow and market approaches, giving equal weight to both models, to its carrying value. As the carrying amount exceeded the fair value, we performed the second step of our impairment evaluation to calculate impairment and as a result recorded a goodwill and intangible asset impairment charge of $102.6 million. The primary reason for the
impairment charge was the decline of our stock price during the fourth quarter of 2008. During the year ended December 31, 2007, based on our annual impairment test of goodwill and other indefinite lived intangible assets, there were no indicators of impairment.

Net Interest Income.  Net interest income decreased 58% to $822 thousand, or 1% of total revenue, during the year ended December 31, 2008 from $1.9 million, or 2% of total revenue, during the year ended December 31, 2007. The decrease in interest income was due to the reduced average cash balances available to invest in money market funds as a result of our recent acquisitions and the decline in interest rates.

Income Tax (Expense) Benefit.  Income tax expense decreased to $125 thousand during the year ended December 31, 2008 from $2.1 million during the year ended December 31, 2007. The Companys tax rate for the years ended December 31, 2008 and 2007 were 0.1% and 60.2%, respectively. The decrease in tax expense and tax rate was due to the permanent book to tax differences related to the goodwill impairment and stock based compensation.

Comparison of Years Ended December 31, 2007 and 2006

Total revenue increased 59% to $82.5 million in the year ended December 31, 2007 from $52.0 million in the year ended December 31, 2006.

Subscription Revenue.  Subscription revenue increased 66% to $77.7 million in the year ended December 31, 2007 from $46.8 million in the year ended December 31, 2006. Subscription revenue increased $30.9 million over the prior year, which was a result of an increase in customers due to our acquisitions in 2006 and 2007, an increase in customers unrelated to acquisitions, and an increase in the average revenue per customer. Specifically, our subscription revenue increased by $26.3 million over the prior year as a result of our acquisitions in 2006 and 2007. Subscription revenue increased approximately $2.1 million due to an increase
in our customer base from approximately 74,000 as of December 31, 2006 to approximately 263,000 as of December 31, 2007, of which approximately 173,000 can be attributed to pre-acquisition Web.com and Submitawebsite. The increase in our average revenue per customer over the prior year resulted in additional revenues of approximately $2.5 million.

The average monthly turnover decreased to 4.8% in the year ended December 31, 2007 from 5.7% in the year ended December 31, 2006. The average monthly turnover for the year ended December 31, 2007 included customers obtained in our recent acquisitions.

License Revenue.  License revenue decreased 32% to $2.4 million in the year ended December 31, 2007 from $3.6 million in the year ended December 31, 2006. This decrease was primarily attributable to the timing of the version release and the natural life cycle of the product, which resulted in less units being sold during the year ended December 31, 2007.

Professional Services Revenue.  Professional services revenue increased 44% to $2.4 million in the year ended December 31, 2007 from $1.7 million in the year ended December 31, 2006. Professional services revenue increased approximately $1.4 million due to additional revenue resulting from our acquisitions in 2006 and 2007, which was partially offset by the attrition of two of our channel partners who previously supplied us with leads for potential customers.

Cost of Revenue

Cost of Subscription Revenue.  Cost of subscription revenue increased 58% to $32.4 million in the year ended December 31, 2007 from $20.5 million in the year ended December 31, 2006. The increase in the cost of subscription revenue of approximately $11.9 million was primarily the result of the costs associated with the increase in our subscriber base since December 31, 2006. More specifically, during the year ended December 31, 2007, we incurred additional costs of approximately $10.3 million related to the additional

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subscription revenue associated with customers acquired as part of our acquisitions in 2006 and 2007. In addition, an increase of $1.0 million was due to increased employee compensation and benefits expense. Further, gross margin on subscription revenue increased to 58% for the year ended December 31, 2007 as compared to the year ended December 31, 2006.

Cost of License Revenue.  Cost of license revenue decreased 22% to $751 thousand in the year ended December 31, 2007 from $958 thousand in the year ended December 31, 2006. The decrease in the cost of license revenue was primarily attributable to the timing of the Fusion version release and the natural life cycle of the Fusion product.

Cost of Professional Services Revenue.  Cost of professional services revenue decreased 9% to $1.3 million in the year ended December 31, 2007 from $1.4 million in the year ended December 31, 2006. The decrease in the cost of professional services revenue was primarily the result of the costs associated with the related decrease in revenue due to the attrition of two of our channel partners, which was partially offset by the costs associated with our outsourced call center and search engine optimization professional services acquired through our acquisitions in 2006 and 2007. Gross margin on professional services revenue increased to
46% from 15% for the year ended December 31, 2007 as compared to the year ended December 31, 2006.

Operating Expenses

Sales and Marketing Expenses.  Sales and marketing expenses increased 54% to $19.3 million, or 23% of total revenue, during the year ended December 31, 2007 from $12.5 million, or 24% of total revenue, during the year ended December 31, 2006. An increase of $4.3 million in expense was attributable to the addition of sales and marketing resources in connection with our acquisitions during 2006 and 2007. In addition, an increase of $2.0 million was due to increased employee compensation and benefits expense.

Research and Development Expenses.  Research and development expenses increased 125% to $5.1 million, or 6% of total revenue, during the year ended December 31, 2007 from $2.3 million, or 4% of total revenue, during the year ended December 31, 2006. This was primarily due to an increase of $2.3 million in additional research and development resources associated with our acquisitions in 2006 and 2007.

General and Administrative Expenses.  General and administrative expenses increased 71% to $16.5 million, or 20% of total revenue, during the year ended December 31, 2007 from $9.7 million, or 19% of total revenue, during the year ended December 31, 2006. Due to our acquisitions in 2006 and 2007, there was an increase of approximately $4.4 million of additional general and administrative expenses over the prior period. In addition, an increase of $2.1 million was due to increased employee compensation and benefits expense. In general, stock compensation in the year ended December 31, 2007 increased by $768 thousand over the prior
year due to the increase in the number of stock options issued to employees.

Restructuring Charges.  During the year ended December 31, 2007, the Company restructured its organization by terminating six employees and closing facilities in Los Angeles, California and Seneca Falls, New York. The Company accrued expenses of $243 thousand for these restructuring costs.

Depreciation and Amortization Expense.  Depreciation and amortization expense increased 219% to $5.5 million, or 7% of total revenue, during the year ended December 31, 2007 from $1.7 million, or 3% of total revenue, during the year ended December 31, 2006. Amortization expense increased to $3.8 million during the year ended December 31, 2007 from $900 thousand in the prior year due to the increase in definite-lived intangible assets as a result of our mergers and acquisitions in 2006 and 2007. Depreciation expense increased to $1.7 million during the year ended December 31, 2007 from $812 thousand in the prior year due to the
increase in fixed assets purchased and acquired as a result of our acquisitions.

Net Interest Income.  Net interest income decreased 19% to $1.9 million, or 2% of total revenue, during the year ended December 31, 2007 from $2.4 million, or 5% of total revenue, during the year ended December 31, 2006. The decrease in interest income was due to the reduced average cash balances available to invest in money market funds as a result of our recent acquisitions.

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Income Tax (Expense) Benefit.  During the year ended December 31, 2007, income tax expense increased to $2.1 million from a benefit of $3.2 million for the year ended December 31, 2006. This increase in expense is due to the release in 2006 of a portion of our valuation allowance on our deferred tax assets. The Companys tax rate in 2007 was approximately 60.2% due to the effect of non-deductible expenses associated with incentive stock options.

Liquidity and Capital Resources

As of December 31, 2008, we had $34.1 million of unrestricted cash and cash equivalents and $24.0 million in working capital, as compared to $29.7 million of cash and cash equivalents and $16.5 million in working capital as of December 31, 2007.

Net cash provided by operations for the year ended December 31, 2008 increased 46%, or $4.7 million, to $15.0 million from $10.2 million for the year ended December 31, 2007. This increase was principally due to improved operating performance, which was reflected in a 48% increase in revenue, reduced by the non-cash goodwill and intangible asset impairment charge of $102.6 million.

Net cash used in investing activities in the year ended December 31, 2008 was $3.7 million as compared to $23.7 million in the year ended December 31, 2007. During the year ended December 31, 2008, we acquired certain assets of LogoYes.com and Design Logic, Inc. totaling approximately $4.3 million, including acquisition expenses. We also purchased approximately 9,300 customers at a cost of $1.4 million, which included a $364 thousand liability for service to be provided to the acquired customers. We received proceeds from the sale of restricted investments totaling $8.5 million and reinvested $3.5 million of those proceeds. Proceeds from the sale of
$5.0 million of restricted investments were transferred to a money market account and classified as unrestricted cash given that the restrictions have lapsed. In addition, we purchased $4.3 million of property and equipment. During the year ended December 31, 2007, pursuant to the Web.com merger agreement, we paid approximately $27.0 million in cash acquisition consideration to Web.com shareholders and for related expenses, which was partially offset by the receipt of $11.8 million of Web.coms unrestricted cash and cash equivalents upon completion of the acquisition. On March 31, 2007, we acquired substantially all of the assets and select liabilities of Submitawebsite, Inc., in which we made cash payments totaling approximately $2.1 million, including acquisition expenses. In addition, we made cash payments totaling $1.0 million due to contingent conditions being fulfilled in accordance with the Renex, Inc. purchase agreement. Other investing activities during 2007 consisted of
the purchase of approximately $3.8 million of fixed assets, including a building in Spokane, Washington.

Net cash used in financing activities in the year ended December 31, 2008 was $6.9 million as compared to net cash provided by financing activities of $1.0 million for the year ended December 31, 2007. During the year ended December 31, 2008, our Board of Directors authorized the repurchase of up to $20 million of the Companys outstanding common shares over the next 18 months of which we had repurchased 2.1 million shares for $6.9 million. We reissued 608 thousand of those shares for exercises of stock options, warrants and restricted share issuances receiving proceeds of $1.2 million. In addition, we reduced our debt obligations by $1.2
million. During the year ended December 31, 2007, employees exercised stock options generating $2.8 million in proceeds. In addition, we reduced our debt obligations by $1.4 million.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under leases for office space (operating) and notes payable for purchase of the LEADS.com domain name and the obligation assumed from the merger with Web.com. The following summarizes our long-term contractual obligations as of December 31, 2008 (in thousands):



Payment Due by PeriodContractual Obligations

          

          Total

          

          2009

          

          2010

          

          2011

          

          2012

          

          2013

          

          ThereafterOperating lease obligations(1)

          

          $

          21,768

          

          

          $

          2,683

          

          

          $

          2,392

          

          

          $

          1,834

          

          

          $

          1,807

          

          

          $

          1,824

          

          

          $

          11,228Note payable

          

          $

          59

          

          

          $

          59

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          

          

          

          $

          




(1)

          Operating lease obligations are shown net of sublease rentals for the amounts related to each period presented.

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Off-Balance Sheet Obligations

As of December 31, 2008 and 2007, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Summary

Our future capital uses and requirements depend on numerous forward-looking factors. These factors include but are not limited to the following:



          the costs involved in the expansion of our customer base;

          the costs involved with investment in our servers, storage and network capacity;

          the costs associated with the expansion of our domestic and international activities;

          the costs involved with our research and development activities to upgrade and expand our service offerings; and

          the extent to which we acquire or invest in other technologies and businesses.We believe that our existing cash and cash equivalents will be sufficient to meet our projected operating requirements for at least the next 12 months, including our sales and marketing expenses, research and development expenses, capital expenditures, and any acquisitions or investments in complementary businesses, services, products or technologies.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro and the Canadian Dollar. We will analyze our exposure to currency fluctuations and may engage in financial hedging techniques in the future to reduce the effect of these potential fluctuations. We have not entered into any hedging contracts since exchange rate fluctuations have had little impact on our operating results and cash flows. The majority of our subscription agreements are denominated in U.S. dollars. To date, our foreign sales have been primarily in Euros. Sales to customers domiciled
outside the United States were approximately 1% and 2% of our total revenue in each of the years ended December 31, 2008 and 2007, respectively. Sales in Germany represented approximately 66% and 62% of our international revenue in the years ended December 31, 2008 and 2007, respectively.

Interest Rate Sensitivity

We had unrestricted cash and cash equivalents totaling $34.1 million and $29.7 million at December 31, 2008 and 2007, respectively. These amounts were invested primarily in money market funds. The unrestricted cash, cash equivalents and short-term marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income.

Item 8. Financial Statements and Supplementary Data.

Quarterly Results of Operations

The following tables set forth selected unaudited quarterly consolidated statement of operations data for the eight most recent quarters. The information for each of these quarters has been prepared on the same basis as the audited consolidated financial statements included in this prospectus and, in the opinion of management, includes all adjustments necessary for the fair presentation of the results of operations for such periods. This data should be read in conjunction with the audited consolidated financial statements and the related notes included in this annual report. These quarterly operating results are not necessarily indicative of our
operating results for any future period.

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Three Months EndedMar 31, 2008

          

          Jun 30, 2008

          

          Sept 30, 2008

          

          Dec 31, 2008

          

          Mar 31, 2007

          

          Jun 30, 2007

          

          Sept 30, 2007

          

          Dec 31, 2007(In Thousands)Total revenue

          

          $

          30,861

          

          

          $

          31,977

          

          

          $

          30,606

          

          

          $

          29,044

          

          

          $

          16,424

          

          

          $

          17,401

          

          

          $

          17,816

          

          

          $

          30,880Total cost of revenue

          

          

          11,371

          

          

          

          11,521

          

          

          

          11,252

          

          

          

          10,279

          

          

          

          7,414

          

          

          

          7,764

          

          

          

          7,661

          

          

          

          11,592Gross profit

          

          

          19,490

          

          

          

          20,456

          

          

          

          19,354

          

          

          

          18,765

          

          

          

          9,010

          

          

          

          9,637

          

          

          

          10,155

          

          

          

          19,288Total operating expenses

          

          

          18,552

          

          

          

          19,029

          

          

          

          18,220

          

          

          

          119,171

          

          

          

          8,314

          

          

          

          9,092

          

          

          

          9,349

          

          

          

          19,838Income (loss) from operations

          

          

          938

          

          

          

          1,427

          

          

          

          1,134

          

          

          

          (100,406

          )

          

          

          696

          

          

          

          545

          

          

          

          806

          

          

          

          (550

          )Net income (loss)

          

          $

          550

          

          

          $

          2,197

          

          

          $

          1,292

          

          

          $

          (100,249

          )(1)

          

          $

          632

          

          

          $

          551

          

          

          $

          392

          

          

          $

          (217

          )(2)Net income (loss) per common share:Basic

          

          $

          .02

          

          

          $

          .08

          

          

          $

          .05

          

          

          $

          (3.74

          )

          

          $

          .04

          

          

          $

          .03

          

          

          $

          .02

          

          

          $

          (.01

          )Diluted

          

          $

          .02

          

          

          $

          .07

          

          

          $

          .04

          

          

          $

          (3.74

          )

          

          $

          .03

          

          

          $

          .03

          

          

          $

          .02

          

          

          $

          (.01

          )




(1)

          Includes a goodwill and intangible asset impairment charge of $102.6 million.(2)

          Reflects an increase of non-cash expenses for amortization of intangibles, due to the acquisition of Web.com, and incentive compensation of $2.2 million and $1.2 million, respectively.Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Based on their evaluation as of December 31, 2008, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this annual report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules, and that such information is accumulated and communicated to us to allow timely decisions regarding
required disclosures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

Managements Report on Internal Control over Financial Reporting.

The management of Web.com Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Companys internal control over financial reporting is designed to provide reasonable assurance, based on an appropriate cost-benefit analysis, regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Companys internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,

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accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated Framework. Based on managements assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2008.

The Companys independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Companys internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Web.com Group, Inc.

We have audited Web.com Group Inc.s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Web.com Group, Inc.s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Web.com Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2008 consolidated financial statements of Web.com Group, Inc. and our report dated March 4, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP Independent Certified Public Accountants

Jacksonville, Florida March 4, 2009

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Changes in Internal Control over Financial Reporting.

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item, including such information regarding our directors and executive officers and compliance with Section 16(a) of the Securities Exchange act of 1934, is incorporated herein by reference from the Proxy Statement. We have adopted a written code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. The code of ethics is posted on our website at http://ir.websitepros.com/sec.cfm. Amendments to, and waivers from, the code of ethics that applies to any of these officers, or persons performing similar
functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a current report on Form 8-K.

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference from the section entitled Executive Compensation in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated herein by reference from the sections entitled Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference from the section entitled Certain Relationships and Related Transactions in the Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by this item is incorporated herein by reference from the section entitled Ratification of Selection of Independent Registered Public Accounting Firm in the Proxy Statement.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Form 10-K:

1. Financial Statements

INDEX TO FINANCIAL STATEMENTS



PageWeb.com Group, Inc.Report of Independent Registered Public Accounting Firm





47Consolidated Balance Sheets at December 31, 2008 and 2007





48Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006





49Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2008, 2007 and 2006





50Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006





51Notes to Consolidated Financial Statements





52

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders Web.com Group, Inc.

We have audited the accompanying consolidated balance sheets of Web.com Group, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders equity (deficit), and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Web.com Group, Inc. at December 31, 2008 and 2007 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the Standards of the Public Company Accounting Oversight Board (United States), Web.com Group, Inc.s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP Independent Certified Public Accountants

Jacksonville, FloridaMarch 4, 2009

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WEB.COM GROUP, INC.   CONSOLIDATED BALANCE SHEETS (In Thousands)



December 31,2008

          

          2007ASSETSCurrent assets:Cash and cash equivalents

          

          $

          34,127

          

          

          $

          29,746Restricted investments

          

          

          

          

          

          

          4,805Accounts receivable, net of allowance of $645 and $791 thousand, respectively

          

          

          5,019

          

          

          

          6,204Inventories, net of reserves of $78 and $67, respectively

          

          

          39

          

          

          

          26Prepaid expenses

          

          

          1,430

          

          

          

          4,248Prepaid marketing fees

          

          

          665

          

          

          

          793Deferred taxes

          

          

          1,093

          

          

          

          1,723Other current assets

          

          

          134

          

          

          

          759Total current assets

          

          

          42,507

          

          

          

          48,304Restricted investments

          

          

          316

          

          

          

          1,675Property and equipment, net

          

          

          8,204

          

          

          

          7,153Goodwill

          

          

          9,000

          

          

          

          107,933Intangible assets, net

          

          

          62,085

          

          

          

          69,422Other assets

          

          

          383

          

          

          

          526Total assets

          

          $

          122,495

          

          

          $

          235,013LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

          

          $

          1,406

          

          

          $

          2,034Accrued expenses

          

          

          6,230

          

          

          

          9,097Accrued restructuring costs and other reserves

          

          

          2,619

          

          

          

          10,484Deferred revenue

          

          

          7,831

          

          

          

          8,501Accrued marketing fees

          

          

          263

          

          

          

          279Notes payable, current

          

          

          59

          

          

          

          1,186Other liabilities

          

          

          128

          

          

          

          198Total current liabilities

          

          

          18,536

          

          

          

          31,779Accrued rent expense

          

          

          535

          

          

          

          105Deferred revenue

          

          

          180

          

          

          

          147Notes payable

          

          

          

          

          

          

          59Accrued restructuring costs and other reserves

          

          

          1,214

          

          

          

          3,116Deferred tax liabilities

          

          

          2,712

          

          

          

          3,351Other long-term liabilities

          

          

          25

          

          

          

          25Total liabilities

          

          

          23,202

          

          

          

          38,582Stockholders equity:Common stock, $0.001 par value; 150,000,000 shares authorized, 28,093,759 and 27,472,686 shares issued and 26,633,436 and 27,472,686 outstanding at December 31, 2008 and 2007, respectively

          

          

          27

          

          

          

          27Additional paid-in capital

          

          

          256,763

          

          

          

          254,208Treasury stock, 1,460,323 and 0 shares at December 31, 2008 and 2007, respectively

          

          

          (3,483

          )

          

          

          Accumulated deficit

          

          

          (154,014

          )

          

          

          (57,804

          )Total stockholders equity

          

          

          99,293

          

          

          

          196,431Total liabilities and stockholders equity

          

          $

          122,495

          

          

          $

          235,013

See accompanying notes to consolidated financial statements.

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WEB.COM GROUP, INC.   CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except per Share Amounts)



Year Ended December 31,2008

          

          2007

          

          2006Revenue:Subscription

          

          $

          117,256

          

          

          $

          77,676

          

          

          $

          46,789License

          

          

          2,474

          

          

          

          2,437

          

          

          

          3,585Professional services

          

          

          2,758

          

          

          

          2,408

          

          

          

          1,667Total revenue

          

          

          122,488

          

          

          

          82,521

          

          

          

          52,041Cost of revenue (excluding depreciation and amortization shown separately below):Subscription (a)

          

          

          42,585

          

          

          

          32,381

          

          

          

          20,534License

          

          

          528

          

          

          

          751

          

          

          

          958Professional services

          

          

          1,310

          

          

          

          1,299

          

          

          

          1,421Total cost of revenue

          

          

          44,423

          

          

          

          34,431

          

          

          

          22,913Gross profit

          

          

          78,065

          

          

          

          48,090

          

          

          

          29,128Operating expenses:Sales and marketing (a)

          

          

          28,923

          

          

          

          19,308

          

          

          

          12,511Research and development (a)

          

          

          9,862

          

          

          

          5,075

          

          

          

          2,256General and administrative (a)

          

          

          19,391

          

          

          

          16,513

          

          

          

          9,652Restructuring charges

          

          

          836

          

          

          

          243

          

          

          

          Depreciation and amortization

          

          

          13,408

          

          

          

          5,454

          

          

          

          1,712Goodwill and intangible asset impairment

          

          

          102,552

          

          

          

          

          

          

          

          Total operating expenses

          

          

          174,972

          

          

          

          46,593

          

          

          

          26,131(Loss) Income from operations

          

          

          (96,907

          )

          

          

          1,497

          

          

          

          2,997Other income:Interest income, net

          

          

          822

          

          

          

          1,938

          

          

          

          2,400Total other income

          

          

          822

          

          

          

          1,938

          

          

          

          2,400(Loss) Income before income tax

          

          

          (96,085

          )

          

          

          3,435

          

          

          

          5,397Income tax (expense) benefit

          

          

          (125

          )

          

          

          (2,077

          )

          

          

          3,200Net (loss) income attributable to common stockholders

          

          $

          (96,210

          )

          

          $

          1,358

          

          

          $

          8,597Basic net (loss) income attributable per common share

          

          $

          (3.51

          )

          

          $

          0.07

          

          

          $

          0.51Diluted net (loss) income attributable per common share

          

          $

          (3.51

          )

          

          $

          0.06

          

          

          $

          0.44Basic weighted average common shares outstanding

          

          

          27,398

          

          

          

          19,802

          

          

          

          16,778Diluted weighted average common shares outstanding

          

          

          27,398

          

          

          

          22,224

          

          

          

          19,430(a) Stock based compensation included aboveSubscription (cost of revenue)

          

          $

          357

          

          

          $

          244

          

          

          $

          137Sales and marketing

          

          

          933

          

          

          

          774

          

          

          

          365Research and development

          

          

          441

          

          

          

          312

          

          

          

          222General and administrative

          

          

          3,058

          

          

          

          2,238

          

          

          

          1,309$

          4,789

          

          

          $

          3,568

          

          

          $

          2,033

See accompanying notes to consolidated financial statements.

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TABLE OF CONTENTS

WEB.COM GROUP, INC.   CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (In Thousands, Except Share Amounts)



Stockholders Equity (Deficit)Common Stock

          

          Treasury Stock Amount

          

          Additional Paid-In Capital

          

          Accumulated Deficit

          

          Total Stockholders Equity (Deficit)Shares

          

          Amount

          

          Shares

          

          AmountBalance, December 31, 2005

          

          

          16,509,602

          

          

          $

          17

          

          

          

          

          

          

          $

          

          

          

          $

          136,097

          

          

          $

          (67,759

          )

          

          $

          68,355Net income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          8,597

          

          

          

          8,597Exercise of stock options

          

          

          550,004

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          940

          

          

          

          

          

          

          

          940Exercise of warrants

          

          

          72,020

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Issuance of common stock

          

          

          200,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,018

          

          

          

          

          

          

          

          1,018Stock compensation expense

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2,033

          

          

          

          

          

          

          

          2,033Issuance of common stock in purchase of Renex

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,013

          

          

          

          

          

          

          

          3,013Balance, December 31, 2006

          

          

          17,331,626

          

          

          

          17

          

          

          

          

          

          

          

          

          

          

          

          143,101

          

          

          

          (59,162

          )

          

          

          83,956Net income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,358

          

          

          

          1,358Exercise of stock options

          

          

          826,392

          

          

          

          1

          

          

          

          

          

          

          

          

          

          

          

          2,778

          

          

          

          

          

          

          

          2,779Issuance of common stock in purchase of Renex

          

          

          139,461

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          16

          

          

          

          

          

          

          

          16Issuance of restricted stock

          

          

          21,250

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Issuance of common stock in merger with Web.com

          

          

          9,153,957

          

          

          

          9

          

          

          

          

          

          

          

          

          

          

          

          104,745

          

          

          

          

          

          

          

          104,754Stock compensation expense

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,568

          

          

          

          

          

          

          

          3,568Balance, December 31, 2007

          

          

          27,472,686

          

          

          

          27

          

          

          

          

          

          

          

          

          

          

          

          254,208

          

          

          

          (57,804

          )

          

          

          196,431Net income

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (96,210

          )

          

          

          (96,210

          )Exercise of stock options

          

          

          253,711

          

          

          

          

          

          

          

          (44,722

          )

          

          

          253

          

          

          

          800

          

          

          

          

          

          

          

          1,053Exercise of warrants

          

          

          142,279

          

          

          

          

          

          

          

          (43,345

          )

          

          

          205

          

          

          

          (87

          )

          

          

          

          

          

          

          118Issuance of common stock in purchase of Renex

          

          

          139,461

          

          

          

          

          

          

          

          (139,461

          )

          

          

          778

          

          

          

          (778

          )

          

          

          

          

          

          

          Issuance of restricted stock

          

          

          693,525

          

          

          

          

          

          

          

          (380,375

          )

          

          

          2,147

          

          

          

          (2,147

          )

          

          

          

          

          

          

          Purchase of treasury stock

          

          

          (2,068,226

          )

          

          

          

          

          

          

          2,068,226

          

          

          

          (6,866

          )

          

          

          

          

          

          

          

          

          

          

          (6,866

          )Stock compensation expense

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          4,789

          

          

          

          

          

          

          

          4,789Issuance costs of common stock

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (22

          )

          

          

          

          

          

          

          (22

          )Balance, December 31, 2008

          

          

          26,633,436

          

          

          $

          27

          

          

          

          1,460,323

          

          

          $

          (3,483

          )

          

          $

          256,763

          

          

          $

          (154,014

          )

          

          $

          99,293

See accompanying notes to consolidated financial statements.

50

TABLE OF CONTENTS

WEB.COM GROUP, INC.   CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)



Year Ended December 31,2008

          

          2007

          

          2006Cash flows from operating activitiesNet (loss) income

          

          $

          (96,210

          )

          

          $

          1,358

          

          

          $

          8,597Adjustments to reconcile net (loss) income to net cash provided by operating activities:Depreciation and amortization

          

          

          13,408

          

          

          

          5,454

          

          

          

          1,712Goodwill and intangible asset impairment

          

          

          102,552

          

          

          

          

          

          

          

          Loss on disposal of assets

          

          

          44

          

          

          

          

          

          

          

          Stock based compensation expense

          

          

          4,789

          

          

          

          3,568

          

          

          

          2,033Restructuring costs

          

          

          836

          

          

          

          243

          

          

          

          Deferred income tax expense (benefit)

          

          

          (9

          )

          

          

          1,719

          

          

          

          (3,200

          )Changes in operating assets and liabilities:Accounts receivable, net

          

          

          1,275

          

          

          

          1,064

          

          

          

          (1,833

          )Inventories, net

          

          

          (13

          )

          

          

          43

          

          

          

          69Prepaid expenses and other assets

          

          

          3,270

          

          

          

          593

          

          

          

          (120

          )Accounts payable, accrued expenses and other liabilities

          

          

          (13,936

          )

          

          

          (3,474

          )

          

          

          (673

          )Deferred revenue

          

          

          (1,034

          )

          

          

          (340

          )

          

          

          (115

          )Net cash provided by operating activities

          

          

          14,972

          

          

          

          10,228

          

          

          

          6,470Cash flows from investing activitiesBusiness acquisitions, net of cash acquired

          

          

          (4,573

          )

          

          

          (18,069

          )

          

          

          (20,449

          )Proceeds from sale of investments securities

          

          

          8,500

          

          

          

          5,000

          

          

          

          Purchase of investment securities

          

          

          (3,491

          )

          

          

          (4,946

          )

          

          

          Change in restricted investments

          

          

          1,194

          

          

          

          263

          

          

          

          Investment in intangible assets

          

          

          (995

          )

          

          

          (2,109

          )

          

          

          Purchase of property and equipment

          

          

          (4,321

          )

          

          

          (3,807

          )

          

          

          (1,521

          )Net cash used in investing activities

          

          

          (3,686

          )

          

          

          (23,668

          )

          

          

          (21,970

          )Cash flows from financing activitiesStock issuance

          

          

          

          

          

          

          

          

          

          

          1,754Stock issuance costs

          

          

          (23

          )

          

          

          (311

          )

          

          

          (736

          )Common stock repurchased

          

          

          (6,866

          )

          

          

          

          

          

          

          Repayments of debt obligations

          

          

          (1,187

          )

          

          

          (1,437

          )

          

          

          (49

          )Proceeds from exercise of stock options and other

          

          

          1,171

          

          

          

          2,779

          

          

          

          940Net cash (used in) provided by financing activities

          

          

          (6,905

          )

          

          

          1,031

          

          

          

          1,909Net increase (decrease) in cash and cash equivalents

          

          

          4,381

          

          

          

          (12,409

          )

          

          

          (13,591

          )Cash and cash equivalents, beginning of period

          

          

          29,746

          

          

          

          42,155

          

          

          

          55,746Cash and cash equivalents, end of period

          

          $

          34,127

          

          

          $

          29,746

          

          

          $

          42,155Supplemental cash flow informationInterest paid

          

          $

          26

          

          

          $

          19

          

          

          $

          11Income tax paid

          

          $

          146

          

          

          $

          233

          

          

          $

          Supplemental disclosure of non-cash transactionsIssuance of equity in connection with acquisitions

          

          $

          

          

          

          $

          104,770

          

          

          $

          3,013

See accompanying notes to consolidated financial statements.

51

TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

1. The Company and Summary of Significant Accounting Policies

Description of Company

Web.com Group, Inc. (formerly known as Website Pros, Inc.) (the Company) is a provider of Do-It-For-Me and Do-It-Yourself Website building tools, online marketing, lead generation, and technology solutions that enable small and medium-sized businesses to build and maintain an effective online presence. The Company offers a full range of web services, including Website design and publishing, online marketing and advertising, search engine optimization, e-mail, logo design, lead generation, home contractor specific leads, and shopping cart solutions meeting the needs of a business anywhere along its lifecycle.

The Company is currently doing business as Web.com, having updated its brand, stock symbol and sales and marketing materials in an effort to reflect its new name.

The Company has reviewed the criteria of Statement of Financial Accounting Standards (SFAS) No. 131,Disclosures About Segments of an Enterprise and Related Information, and has determined that the Company is comprised of only one segment, Web services and products.

Certain prior year amounts have been reclassified to conform to current year presentation.

Use of Estimates

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

Principles of Consolidation

The Companys consolidated financial statements include the assets, liabilities and the operating results of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

Substantially all of the Companys subscription revenue is generated from monthly subscriptions for website design, shared hosting services, application hosting, domain name registration, and marketing services. For example, one of the Companys subscription standard contracts includes the design of a five-page website, hosting and marketing services. The individual deliverables are not independent of each other and are not sold or priced on a standalone basis. Costs to complete the website and ready it for the end customer are minimal and are expensed to cost of revenue as incurred. Upon the completion and initial hosting of the website,
the subscription is offered free of charge for a 30-day trial period during which the customer can cancel at anytime. In accordance with Staff Accounting Bulletin (SAB) No. 104, after the 30-day trial period has ended, revenue is recognized when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of the Companys fees is probable. These criteria are met monthly as the Companys service is provided on a month-to-month basis and collections are generally made in advance of the services.

Customers are billed for the subscription ranging from one to 24 months, at the customers option. As customers are billed, subscription revenue is recorded as deferred revenue in the accompanying balance sheets. As services are performed, the Company recognizes subscription revenue ratably on a daily basis over the service period. There are no undelivered elements at the end of the monthly service period. In addition, subscription revenue is generated from monthly subscription packages for hosting and marketing services for customized websites. These packages are sold separately from the customized website.

52

TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

1. The Company and Summary of Significant Accounting Policies   (continued)

Professional services revenue reflects revenue generated from custom website design. Revenue from contracts for custom design is recorded using a proportional performance model based on labor hours incurred. The extent of progress towards completion of the custom website is measured by the labor hours incurred as a percentage of total estimated labor hours to complete. Labor hours are the most appropriate measure to allocate revenue between reporting periods as they are the primary input to the provision of the Companys professional services.

The Company accounts for its multi-element arrangements, such as in the instances where it designs a custom website and separately offer other services such as hosting and marketing, in accordance with Emerging Issues Task Force 00-21, Revenue Arrangements with Multiple Deliverables. Based upon vendor-specific objective evidence, the Company allocates multi-element arrangement consideration to the separate units of accounting based upon their relative fair values. The additional services provided with a custom website are recognized separately over the period for which services are performed.

In addition, license revenue is generated from the sale of licenses for software which allows a customer to build its own website. The Company markets and licenses software directly to end customers as well as through value-added resellers and distributors. The Companys software licenses are perpetual. Software may be delivered indirectly by a distributor, via download from the Companys website or directly to end-users by the Company. The Company recognizes revenue generated by the distribution of software licenses directly by the Company in the form of a boxed software product or a digital download upon sale and delivery to the end-user.
End-users who purchase a software license online pay for the license at the time of order. Subject to some restrictions, the Company permits physical product returns for sales it makes directly to end-users. However, returns historically have been insignificant, and, as such, the Company has not established a reserve for these product returns. The Company does not offer extended payment terms or make concessions for software license sales. The Company recognizes revenue generated from distribution agreements where the distributor has a right of return as the distributor sells and delivers software license product to the end-user. The Company recognizes revenue from distribution agreements where no right of return exists when licensed software product is shipped to the distributor. In arrangements in which distributors pay the Company upon shipment of software product to end-customers, the Company recognizes revenue upon receipt of payment by the distributor. The Company is not
obligated to provide technical support in connection with its software license and does not provide technical support services to the Companys software license customers. The Companys revenue recognition policies are in compliance with Statement Of Position (SOP) 97-2 (as amended by SOP 98-4 and SOP 98-9),Software Revenue Recognition.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, bank demand deposit accounts, and money market accounts. For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Investments

Restricted Investments consist primarily of commercial paper and money market securities with maturities of less than one year. The Company has classified these investments as held-to-maturity as the Company has the intent and ability to hold these securities to maturity. These investments are carried at cost, which approximates fair market value. Realized gains and losses are included in earnings and are considered immaterial to the Company. These investments are restricted for use by certain vendors and creditors for credit card processing and lease payments. These investments are classified based upon the term of the restriction, and not
necessarily the underlying security.

53

TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

1. The Company and Summary of Significant Accounting Policies   (continued)

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company invests its cash in credit instruments of highly rated financial institutions; four institutions hold 98% of the total investments.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Companys customer base and their geographic dispersion. The Company has not incurred any significant credit related losses.

Geographic Information

The Company markets its products for sale to customers, including distributors, primarily in the United States and Europe. A summary of revenue by geographic area is as follows:



Year Ended December 31,2008

          

          2007

          

          2006United States

          

          

          99

          %

          

          

          98

          %

          

          

          94

          %International

          

          

          1

          %

          

          

          2

          %

          

          

          6

          %

Customers in Germany accounted for over 66%, 62%, and 61% of international revenue for the fiscal years ended December 31, 2008, 2007, and 2006, respectively.

Accounts Receivable

Trade accounts receivable are recorded on the balance sheet at net realizable value. The Companys management uses historical collection percentages and customer-specific information, when available, to estimate the amount of trade receivables that are uncollectible and establishes reserves for uncollectible balances based on this information. The Company does not require deposits or other collateral from customers. Bad debt expense reported in operating expenses excludes provisions made to the allowance for doubtful accounts for anticipated refunds, automated clearinghouse returns, and chargebacks that are recorded as an adjustment to revenue.

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and debt. The respective carrying value of these financial instruments approximates fair value since they are short-term in nature or are receivable or payable on demand. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of period end.

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Reserves for obsolete or slow moving inventory are recorded based on managements analysis of movement of inventory items during the period and review of facts and circumstances specific to that inventory.

Goodwill and Other Intangible Assets

In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, goodwill determined to have an indefinite useful life is no longer amortized, but is tested for impairment, at least annually or more frequently if indicators of impairment arise. If impairment of the carrying value based on the calculated fair value exists, the Company measures the impairment through the use of discounted cash flows. Intangible assets acquired as part of a business combination are accounted for in accordance with SFAS No. 141,Business Combinations, and are recognized apart from goodwill if the intangible arises from contractual or other legal
rights or the asset is capable of being separated from the acquired enterprise.

54

TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

1. The Company and Summary of Significant Accounting Policies   (continued)

Definite-lived intangible assets are amortized over their useful lives, which range between fourteen months and ten years.

Research and Development Costs

The Company expenses research and development costs as incurred. The Company has not capitalized any such development costs under SFAS No. 86,Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, because the costs incurred between the attainment of technological feasibility for the related software product through the date when the product is available for general release to customers has been insignificant.

Property and Equipment

Property and equipment, including software, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method. Depreciation expense includes the amortization of assets recorded under capital leases.

The asset lives used are presented in the table below:



Average Life in YearsComputer equipment

          

          

          3Software

          

          

          2  3Furniture and fixtures

          

          

          5Telephone equipment

          

          

          5Vehicle

          

          

          5Building

          

          

          30Building improvements

          

          

          15Leasehold improvements

          

          

          Shorter of assets life or life of the lease

Asset Impairment

When events or circumstances indicate possible impairment, the Company performs an evaluation to determine if an impairment of long-lived assets used in operations exists, using undiscounted estimated future operating cash flows attributable to such assets compared to the assets carrying amounts.

If the Company determines that long-lived assets have been impaired, the measurement of impairment will be equal to the excess of the carrying amount of such assets over the discounted estimated future operating cash flows, using a discount rate commensurate with the risks involved. The Company would reflect the impairment through a reduction in the carrying value of the long-lived assets. Long-lived assets to be disposed of are recorded at the lower of carrying amount or estimated fair value less costs to dispose.

Advertising

Advertising costs are charged to operations as incurred. Total advertising expense was $7.9 million, $2.3 million, and $128 thousand for the years ending December 31, 2008, 2007 and 2006, respectively.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109Accounting for Income Taxes, using the liability method. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse.

55

TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

1. The Company and Summary of Significant Accounting Policies   (continued)

Stock-Based Employee Compensation

The Company accounts for stock-based compensation to employees in accordance with SFAS No. 123(R), Share-based Payment. Accordingly, the fair value of all stock awards are recognized in compensation expense over the vesting period.

Comprehensive Income (Loss)

Comprehensive income (loss) equals net income (loss) for all periods presented.

Net Income (Loss) Attributable per Common Share

The Company computes net income (loss) attributable per common share in accordance with SFAS No. 128,Earnings Per Share. Basic net income (loss) attributable per common share includes no dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable per common share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(r)). SFAS 141(r) retains the fundamental requirements of SFAS No. 141, but revised certain applications of the Standard to improve the financial reporting of business combinations. Some of these revisions include, to recognize assets acquired, liabilities assumed with contractual obligations and any noncontrolling interests at fair market value as of the date of purchase, to recognize other contingencies using the more likely than not definition from FASB Concepts Statement No. 5, Elements of Financial Statements,to recognize
consideration and contingent consideration at fair market value as of the date of purchase, and to expense acquisition-related costs as incurred. SFAS 141(r) is effective as of the beginning of an entitys first fiscal year that begins after December 15, 2008. Early adoption of this Standard is not permitted. The Company has not completed its assessment of the impact SFAS 141(r) will have on its financial position, results of operations, cash flows or disclosures.

2. Change in Accounting Method for Stock Options

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share Based Payment. Since the Company previously adopted the expense recognition provisions of SFAS No. 123, the adoption of SFAS No. 123(R) had no material impact on its financial statements.

3. Net Income (Loss) Attributable per Common Share

Basic net income (loss) attributable per common share is calculated using net income and the weighted-average number of shares outstanding during the reporting period. Diluted net income attributable per common share includes the effect from the potential issuance of common stock, such as common stock issued pursuant to the exercise of stock options or warrants.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

3. Net Income (Loss) Attributable per Common Share   (continued)

The following table sets forth the computation of basic and diluted net income (loss) attributable per common share for the years ended December 31, 2008, 2007 and 2006 (in thousands except per share amounts):



2008

          

          2007

          

          2006Net (loss) income

          

          $

          (96,210

          )

          

          $

          1,358

          

          

          $

          8,597Weighted average outstanding shares of common stock

          

          

          27,398

          

          

          

          19,802

          

          

          

          16,778Dilutive effect of stock options and restricted stock

          

          

          

          

          

          

          1,983

          

          

          

          2,349Dilutive effect of warrants

          

          

          

          

          

          

          196

          

          

          

          232Dilutive effect of escrow shares

          

          

          

          

          

          

          243

          

          

          

          71Common stock and common stock equivalents

          

          

          27,398

          

          

          

          22,224

          

          

          

          19,430Net (loss) income attributable per common share:Basic

          

          $

          (3.51

          )

          

          $

          0.07

          

          

          $

          0.51Diluted

          

          $

          (3.51

          )

          

          $

          0.06

          

          

          $

          0.44

As a result of the net loss during the year ended December 31, 2008, 6.3 million dilutive securities have been excluded from the calculation because including those securities would have been antidilutive. For the years ended December 31, 2007, and 2006, options to purchase approximately 1.8 million, and 764 thousand shares, respectively, of common stock with exercise prices greater than the average fair value of the Companys stock were not included in the calculation of the weighted average shares for diluted net income per common share because the effect would have been anti-dilutive.

4. Valuation Accounts

The Companys accounts receivable allowance is summarized as follows (in thousands):



December 31, 2006

          

          $

          280Allowance acquired in Web.com merger

          

          

          420Provision

          

          

          1,198Charge-off

          

          

          (1,107

          )December 31, 2007

          

          $

          791Provision

          

          

          3,013Charge-off

          

          

          (3,159

          )December 31, 2008

          

          $

          645

The Companys inventory reserves are summarized as follows (in thousands):



December 31, 2006

          

          $

          48Provision

          

          

          19Charge-off

          

          

          December 31, 2007

          

          $

          67Provision

          

          

          11Charge-off

          

          

          December 31, 2008

          

          $

          78

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

5. Property and Equipment

The Companys property and equipment are summarized as follows (in thousands):



December 31,2008

          

          2007Land

          

          $

          416

          

          

          $

          416Depreciable assets:Software

          

          

          2,273

          

          

          

          2,088Computer equipment

          

          

          6,297

          

          

          

          4,486Telephone equipment

          

          

          1,068

          

          

          

          959Furniture and fixtures

          

          

          2,511

          

          

          

          789Vehicle

          

          

          2

          

          

          

          2Building

          

          

          2,029

          

          

          

          2,029Building improvements

          

          

          221

          

          

          

          Leasehold improvements

          

          

          718

          

          

          

          624Total depreciable assets

          

          

          15,119

          

          

          

          10,977Accumulated depreciation

          

          

          (7,331

          )

          

          

          (4,240

          )Property and equipment, net

          

          $

          8,204

          

          

          $

          7,153

Depreciation expense relating to depreciable assets amounted to $3.2 million, $1.7 million, and $812 thousand for the years ended December 31, 2008, 2007, and 2006, respectively.

6. Business Combinations

Acquisition of Certain Assets from LogoYes.com and Design Logic, Inc.

On June 18, 2008, the Company acquired certain assets from LogoYes.com and Design Logic, Inc. (collectively, LogoYes). The Company believes that the LogoYes asset acquisition enhances its ability to provide services to small and medium-sized businesses by offering Do-it-Yourself logo design. Under the terms of the asset purchase agreement, the Company paid cash consideration of approximately $4.5 million plus $176 thousand in transaction costs, which included $900 thousand deposited in an escrow account to address any breaches of representations and warranties. Any amounts remaining in the escrow account will be released to LogoYes eighteen months
after the closing date.

The results of operations of LogoYes for the period from June 18, 2008 through December 31, 2008 are included in the Companys consolidated statement of operations for the year ended December 31, 2008.

The following table summarizes the Companys purchase price allocation based on the fair values of the assets acquired on June 18, 2008 (in thousands):



Tangible current assets

          

          $

          25Developed technology

          

          

          1,563Non-compete

          

          

          98Trade name

          

          

          115Goodwill

          

          

          2,875Net assets acquired

          

          $

          4,676

The intangible assets are being amortized over a three to four year period, except for the trade name which has an indefinite life. The goodwill represents business benefits the Company anticipates realizing in future periods and is expected to be deductible for tax purposes.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

6. Business Combinations   (continued)

Acquisition of Web.com

On September 30, 2007, the Company completed the transactions contemplated by the Agreement and Plan of Merger and Reorganization executed on June 26, 2007 (the Merger Agreement) by and among the Company, Augusta Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub) and Web.com, Inc., a Minnesota corporation (Web.com) pursuant to which Web.com merged with and into Merger Sub (the Merger). The Merger was approved by the stockholders of the Company and the shareholders of Web.com on September 25, 2007. The Company believes that the Web.com merger united two
market leaders to create a single company with solutions that can better meet the diverse Web services needs of small and medium sized businesses. In addition, the Company expects it will be able to leverage cost savings and take advantage of cross-selling opportunities across its significantly expanded customer base.

In consideration for the Merger, shareholders of Web.com received either (a) to the extent the shareholder made an effective cash election with respect to the shares of Web.com common stock held by such shareholder, approximately $2.36749 per share of Web.com common stock and approximately 0.43799 shares of common stock of the Company for each share of common stock of Web.com held by such shareholder and (b) to the extent the shareholder made an effective stock election, or made no election, with respect to the shares of Web.com common stock held by such shareholder, 0.6875 shares of common stock of the Company for each share of Web.com common stock
held by such shareholder. In the aggregate, the Company issued approximately 9.2 million shares of the Companys stock and paid $25 million in cash to Web.com shareholders. In addition, under the terms of the Merger Agreement, each outstanding vested option to purchase shares of Web.com common stock converted into and became a vested option to purchase the Companys common stock, and the Company assumed such option in accordance with the terms of the stock option plan or agreement under which that option was issued. The number of shares of Web.com Group common stock an option holder is entitled to purchase and the price of those options was subject to an option exchange ratio calculated in accordance with the Merger Agreement. In the aggregate, Web.com option holders are now entitled to purchase an aggregate of approximately 2.4 million shares of the Companys common stock at a weighted average exercise price of $5.61 per share.

The Merger was accounted for using the purchase method of accounting under U.S. generally accepted accounting principles. Under the purchase method of accounting, the Company is considered the acquirer of Web.com for accounting purposes and the total purchase price was allocated to the assets acquired and liabilities assumed from Web.com based on their fair values as of September 30, 2007. Under the purchase method of accounting, the total consideration was approximately $132.1 million, which includes the issuance of the Companys common stock valued at approximately $88.6 million, the assumption of stock options with a fair value of $16.5
million and cash payments of $25.0 million. The Companys transaction costs related to this merger, including legal fees, investment-banking fees, due diligence expenses, filing and printing fees, was $2.1 million. The estimated value of the common stock was calculated using the average the Companys common stock price three days before and after the merger announcement. The average stock price used to calculate the purchase price was $9.68.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

6. Business Combinations   (continued)

The following table summarizes the Companys purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed on September 30, 2007 (in thousands):



Tangible current assets

          

          $

          19,604Tangible non-current assets

          

          

          9,239Customer relationships

          

          

          27,100Developed technology

          

          

          26,200Non-compete

          

          

          1,300Trade names

          

          

          8,500Goodwill

          

          

          73,690Deferred tax assets

          

          

          20,773Current liabilities

          

          

          (15,800

          )Accrued restructuring costs and other reserves

          

          

          (10,891

          )Non-current liabilities

          

          

          (606

          )Non-current restructuring costs and other reserves

          

          

          (3,291

          )Deferred tax liabilities

          

          

          (24,000

          )Net assets acquired

          

          $

          131,818

There are $304 thousand and $6.4 million of restricted investments included in tangible current assets and tangible non-current assets, respectively. The restricted investments include $4.9 million relating to merchant processing, $1.5 million as collateral on a promissory note, and $304 thousand relating to miscellaneous transactions. The intangible assets include customer relationships, developed technology, non-compete agreements, and trade names, which are being amortized over a three to seven year period, except for the trade names, which have an indefinite life. The goodwill represents business benefits the Company anticipates realizing in
future periods and is not expected to be deductible for tax purposes.

The results of operations of Web.com for the period from October 1, 2007 through December 31, 2007 are included in the Companys consolidated statement of operations for the year ended December 31, 2007.

The financial information in the table below summarizes the combined results of operations of the Company and Web.com on a pro forma basis for the year ended December 31, 2007, as though the acquisition had occurred at the beginning of the period. This pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition actually taken place at the beginning of the nine month period set forth below. The pro forma results for the year ended December 31, 2007 include $7.1 million of Web.com non-recurring expenses, which consisted of
restructuring costs, legal, and other merger related expenses.



Year Ended December 31, 2007Revenue

          

          $

          122,257Net loss

          

          

          (21,137

          )Basic and diluted net loss per common share

          

          

          (0.79

          )

Acquisition of Substantially All of the Assets of and Assumption of Select Liabilities from Submitawebsite, Inc.

On March 31, 2007, the Company acquired substantially all of the assets of and assumed certain liabilities from Submitawebsite, Inc. (Submitawebsite), based in Scottsdale, Arizona, which is a leader in natural Search Engine Optimization, a technology which aligns a websites code and content with strategic keyword phrase targeting. The Company believes that the Submitawebsite acquisition will allow the Company to

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

6. Business Combinations   (continued)

leverage and deepen relationships with both companies customer bases. Under the terms of the asset purchase agreement, the Company paid cash consideration of approximately $2.3 million and $30 thousand of transaction costs. In addition, if certain requirements are met, such as key employee retention and revenue performance, during the twelve-month periods following March 31, 2008, the Company will pay Submitawebsite contingent consideration up to an additional $250 thousand, which will be recorded as goodwill upon payment.

The results of operations of Submitawebsite for the period from April 1, 2007 through December 31, 2007 are included in the Companys consolidated statement of operations for the year ended December 31, 2007.

The following table summarizes the Companys purchase price allocation as of March 31, 2007 based on the estimated fair values of the assets acquired and liabilities assumed on March 31, 2007 (in thousands):



Tangible current assets

          

          $

          10Tangible non-current assets

          

          

          32Customer relationships

          

          

          93Non-compete

          

          

          12Trade name

          

          

          258Goodwill

          

          

          2,247Current liabilities

          

          

          (322

          )Net assets acquired

          

          $

          2,330

The intangible assets include customer relationship, non-compete agreements and trade name. The non-compete and customer relationship intangible asset are being amortized over a fourteen to twenty-four month period, while the trade name has an indefinite life. During the year ended December 31, 2008, the trade name acquired was impaired and therefore written off. The goodwill represents business benefits the Company anticipates realizing in future periods and is expected to be deductible for tax purposes.

7. Restructuring Costs and Other Reserves

In connection with the acquisition of Web.com, the Company accrued, as part of its purchase price allocation, certain liabilities that represent the estimated costs of exiting Web.com facilities, relocating Web.com employees, the termination of Web.com employees and the estimated cost to settle Web.com legal matters that existed prior to the acquisition of approximately $11.6 million. As of December 31, 2008 the Company had a $2.7 million liability remaining for these restructuring costs. These plans were formulated at the time of the closing of the Web.com acquisition. These restructuring costs and other reserves are expected to be paid through July
2010.

In addition, as part of the liabilities assumed in the Web.com acquisition, the Company has assumed $2.9 million of restructuring obligations that were previously recorded by Web.com. These costs include the exit of unused office space in which Web.com has remaining lease obligations as of September 30, 2007. As of December 31, 2008, the Company had a $761 thousand liability remaining for these restructuring costs. These restructuring costs are expected to be paid through July 2010.

During the year ended December 31, 2007, the Company executed a plan to restructure operations, which included the termination of certain employees and the closing of certain facilities (the 2007 Plan) in September 2007. In accordance with the 2007 Plan, the Company closed its facilities in Los Angeles, California and Seneca Falls, New York. The closure of these locations resulted in the termination of four employees. The Company recorded facility exit costs of $15 thousand, severance costs of $77 thousand for

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

7. Restructuring Costs and Other Reserves   (continued)

terminated employees, and $3 thousand in asset disposals. In addition, the Company restructured other operations by terminating two employees and recorded a restructuring expense of $148 thousand. As of December 31, 2008, the Company has paid these restructuring costs.

During the year ended December 31, 2008, the Company recorded aggregate charges of $836 thousand for restructuring, which principally comprised of contract termination costs and employee termination benefits. The Company decided to use existing in-house resources to assist with the future development of its NetObjects Fusion product and terminated its contract for outsourced development. The cost of terminating this contract was approximately $474 thousand. Furthermore, the Company is evaluating strategic alternatives for the NetObjects Fusion license software as the Company no longer considers the NetObjects Fusion software product core to its
predominantly subscription business model. In addition, the Company restructured personnel in its operations and as a result of this reorganization terminated 51 employees and recorded termination benefits of approximately $362 thousand. As of December 31, 2008, the Company had a $361 thousand liability remaining for these restructuring costs. These costs are expected to be paid through December 2009.

The tables below summarizes the activity of accrued restructuring costs and other reserves during the year ended December 31, 2008 and 2007 (in thousands):



Balance as of December 31, 2007

          

          Additions

          

          Cash Payments

          

          Change in Estimates(1)

          

          Balance as of December 31, 2008Restructuring costs

          

          $

          2,757

          

          

          $

          474

          

          

          $

          (1,937

          )

          

          $

          (285

          )

          

          $

          1,009Employee Termination Benefits

          

          

          

          

          

          

          362

          

          

          

          (248

          )

          

          

          

          

          

          

          114Merger related costs

          

          

          10,843

          

          

          

          

          

          

          

          (8,133

          )

          

          

          

          

          

          

          2,710Balance

          

          $

          13,600

          

          

          $

          836

          

          

          $

          (10,318

          )

          

          $

          (285

          )

          

          $

          3,833




(1)

          During the year ended December 31, 2008, the Company paid off a lease obligation early that was previously recorded as a restructuring cost as part of an acquisition in 2007. Due to the early termination of this lease, the excess restructuring costs of $285 thousand were reclassified from accrued restructuring costs to goodwill.

Balance as of December 31, 2006

          

          Additions

          

          Cash Payments

          

          Change in Estimates

          

          Balance as of December 31, 2007Restructuring costs

          

          $

          

          

          

          $

          3,119

          

          

          $

          (362

          )

          

          $

          

          

          

          $

          2,757Merger related costs

          

          

          

          

          

          

          11,593

          

          

          

          (750

          )

          

          

          

          

          

          

          10,843Balance

          

          $

          

          

          

          $

          14,712

          

          

          $

          (1,112

          )

          

          $

          

          

          

          $

          13,600

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TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

8. Goodwill and Intangible Assets

The Companys intangible assets are summarized as follows (in thousands):



December 31,

          

          Weighted-Average Amortization Period2008

          

          2007Indefinite lived intangible assets:Goodwill

          

          $

          9,000

          

          

          $

          107,933Domain/Trade names

          

          

          13,132

          

          

          

          13,275Definite lived intangible assets:Non-compete agreements

          

          

          3,337

          

          

          

          3,239

          

          

          

          20 monthsCustomer relationships

          

          

          32,744

          

          

          

          31,389

          

          

          

          67 monthsDeveloped technology

          

          

          28,872

          

          

          

          27,309

          

          

          

          55 monthsOther

          

          

          93

          

          

          

          89Accumulated amortization

          

          

          (16,093

          )

          

          

          (5,879

          )$

          71,085

          

          

          $

          177,355

The weighted-average amortization period for the amortizable intangible assets is approximately 61 months. Total amortization expense was $10.2 million, $3.8 million, and $900 thousand for the years ended December 31, 2008, 2007, and 2006, respectively. At December 31, 2008, non-compete agreements have a useful life of between two and three years, customer relationships have useful lives of between one and eight years, and developed technology has useful lives of between three and six years. The other intangible assets have useful lives of between two and three years. Expected amortization expense for the next five years is as follows (in thousands):



2009

          

          

          10,3382010

          

          

          9,8152011

          

          

          9,2752012

          

          

          8,9652013

          

          

          7,438Thereafter

          

          

          3,122Total

          

          $

          48,953

The following table summarizes changes in the Companys goodwill balances as required by SFAS No. 142 for the periods ended (in thousands):



December 31,2008

          

          2007Goodwill balance at beginning of period

          

          $

          107,933

          

          

          $

          31,587Goodwill acquired during the period

          

          

          3,361

          

          

          

          76,346Goodwill impaired during the year

          

          

          (102,294

          )

          

          

          Goodwill balance at end of period

          

          $

          9,000

          

          

          $

          107,933

In accordance with SFAS No. 142, the Company reviews goodwill balances for indicators of impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. On December 31, 2008, we completed our annual impairment test of goodwill and other indefinite lived intangible assets. We performed the initial step of our impairment evaluation by comparing the fair market value of our Company, as determined by using a discounted cash flow and market approaches, giving equal weight to both models, to its carrying value. These valuation
techniques are considered to be level 3 inputs within the hierarchy under

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

8. Goodwill and Intangible Assets   (continued)

SFAS No. 157, Fair Value Measurements. As the carrying amount exceeded the fair value, we performed the second step of our impairment evaluation to calculate impairment and as a result recorded a goodwill impairment charge of $102.3 million. The primary reason for the impairment charge was the decline of our stock price during the fourth quarter of 2008.

Other indefinite-lived intangible assets are tested for impairment annually and on an interim basis if events or changes in circumstances between annual tests indicate that the asset might be impaired in accordance with SFAS No. 142. Upon completion of the annual assessments, the Company determined that one of its domain/trade names was impaired due to a product rebranding effort. The Company recorded an intangible asset impairment charge of $258 thousand.

9. Operating Leases

The table below summarizes the Companys operating leases as of December 31, 2008:



Location

          

          Square Feet

          

          Lease ExpirationHeadquarters and principal administrative, finance, and marketing operations

          

          

          Jacksonville, FL

          

          

          

          112,306

          

          

          

          July 2019Leads.com sales center

          

          

          Manassas, VA

          

          

          

          24,081

          

          

          

          September 2009Leads.com sales center

          

          

          Norton, VA

          

          

          

          5,467

          

          

          

          November 20101ShoppingCart.com operations center

          

          

          Barrie, Ontario, Canada

          

          

          

          8,301

          

          

          

          May 2012RenovationExperts.com operations center

          

          

          Halifax, Nova Scotia, Canada

          

          

          

          5,104

          

          

          

          August 2009Web.com Search Agency operations center

          

          

          Scottsdale, AZ

          

          

          

          8,280

          

          

          

          March 2011Web.com operations center

          

          

          Atlanta, GA

          

          

          

          27,482

          

          

          

          July 2010Globenetix operations center

          

          

          Houston, TX

          

          

          

          2,251

          

          

          

          April 2009

During the year ended December 31, 2007, the Company signed a new 11-year lease agreement to move its principal office to another facility in Jacksonville, Florida, which commenced on July 1, 2008.

Rental expense for the leased facilities and equipment amounted to approximately $1.3 million, $1.7 million and $1.2 million for the years ended December 31, 2008, 2007 and 2006, respectively. Accrued rent expense was $535 thousand and $105 thousand as of December 31, 2008 and 2007, respectively.

As of December 31, 2008, future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year, including the leases described above, are as follows (in thousands):



Minimum Rental Payments

          

          Less: Sublease Rentals

          

          Net Minimum Rental Payments2009

          

          $

          3,884

          

          

          $

          (1,201

          )

          

          $

          2,6832010

          

          

          3,000

          

          

          

          (608

          )

          

          

          2,3922011

          

          

          1,992

          

          

          

          (158

          )

          

          

          1,8342012

          

          

          1,807

          

          

          

          

          

          

          

          1,8072013

          

          

          1,824

          

          

          

          

          

          

          

          1,824Thereafter

          

          

          11,228

          

          

          

          

          

          

          

          11,228$

          23,735

          

          

          $

          (1,967

          )

          

          $

          21,768

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TABLE OF CONTENTS

WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

10. Long-Term Debt and Capital Lease Obligations

Long-Term Debt

To finance the purchase of the domain name, www.leads.com, in August 2004, LEADS.com signed a $500 thousand non-interest bearing note agreement with the owner of the domain name. The collateral for this note is the www.leads.com domain name. The note is payable in quarterly installments over 5 years. The imputed interest rate is 5.25%. As of December 31, 2008 and 2007, the remaining balance was $59 thousand and $162 thousand, respectively.

At the closing of the Web.com merger on September 30, 2007, the Company assumed approximately $1.3 million in outstanding indebtedness to US Bancorp Oliver-Allen Technology. The promissory note was payable through January 2009 in monthly installments of approximately $94 thousand and bore an interest rate of 6.75%. In addition, the promissory note was collateralized by $1.3 million of cash, which was included in non-current restricted investments as of December 31, 2007. This promissory note was subsequently paid in full on March 5, 2008.

11. Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R),Share-Based Payment. Previously, the Company expensed share-based payments as permitted under SFAS No. 123, Accounting for Stock-Based Compensation. Since the Company previously adopted the expense recognition provisions of SFAS No. 123 and the Companys options vest on a monthly basis, the adoption of SFAS No. 123(R) had no material impact on its financial statements. The Company has elected to use the with and without methodology for determining whether an excess tax benefit has been realized.

Equity Incentive Plans

An Equity Incentive Plan (1999 Plan) was adopted by the Companys Board of Directors and approved by its stockholders on April 5, 1999. The 1999 Plan was amended in June 1999, May 2000, May 2002 and November 2003 to increase the number of shares available for awards. The 1999 Plan as amended provides for the grant of incentive stock options, non-statutory stock options, and stock bonuses to the Companys employees, directors and consultants. As of December 31, 2008, the Company has reserved 4,074,428 shares of common stock for issuance under this plan. Of the total reserved as of December 31, 2008, options to purchase a total of 2,340,420
shares of the Companys common stock were held by participants under the plan, options to purchase 1,502,985 shares of common stock have been issued and exercised and options to purchase 231,023 shares of common stock were cancelled and became available under the 2005 Equity Incentive Plan (the 2005 Plan) and are currently available for future issuance.

The Board of Directors administers the 1999 Plan and determines the terms of options granted, including the exercise price, the number of shares subject to individual option awards and the vesting period of options, within the limits set forth in the 1999 Plan itself. Options under the 1999 Plan have a maximum term of 10 years and vest as determined by the Board of Directors. Options granted under the 1999 Plan generally vest either over 30 or 48 months. All options granted during 2002 vest over 30 months, and in general all other options granted vest over 48 months. The exercise price of non-statutory stock options and incentive stock options
granted shall not be less than 85% and 100%, respectively, of the fair market value of the stock subject to the option on the date of grant. No 10% stockholder is eligible for an incentive or non-statutory stock option unless the exercise price of the option is at least 110% of the fair market value of the stock at date of grant. The 1999 Plan terminated upon the Closing of the Companys initial public offering in November 2005.

The Companys Board of Directors adopted, and its stockholders approved, the 2005 Equity Incentive Plan that became effective November 2005. As of December 31, 2008, the Company had reserved 2,394,162 shares for equity incentives to be granted under the plan. The option exercise price cannot be less than the fair value of the Companys stock on the date of grant. Options generally vest ratably over three or four years, are

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

11. Stock-Based Compensation   (continued)

contingent upon continued employment, and generally expire ten years from the grant date. As of December 31, 2008, options to purchase a total of 1,811,395 shares were held by participants under the plan, 23,810 shares have been issued and exercised and restrictions lapsed on 10,000 shares of common stock. In addition, options to purchase a total of 548,957 shares were available for future issuances.

The Companys Board of Directors adopted, and its stockholders approved, the 2005 Non-Employee Directors Stock Option Plan (the 2005 Directors Plan), which became effective November 2005. On May 8, 2007, the Board of Directors adopted, and its stockholders approved, an amendment to the 2005 Directors Plan to modify, among other things, the initial and annual grants to non-employee directors by providing for restricted stock grants and reducing the size of the option grants. The 2005 Directors Plan calls for the automatic grant of nonstatutory stock options to purchase shares of common stock, as well as automatic grants of
restricted stock, to nonemployee directors. The aggregate number of shares of common stock that was authorized pursuant to options and restricted stock granted under this plan is 911,250 shares. As of December 31, 2008, options to purchase a total of 375,000 shares of the Companys common stock and 29,584 restricted shares were held by participants under the plan. As of December 31, 2008, no options have been exercised and restrictions lapsed on 25,416 shares of common stock. In addition, 481,250 shares of common stock were available for future issuances.

The Companys Board of Directors adopted, and its stockholders approved, the 2005 Employee Stock Purchase Plan (the ESPP), which became effective November 2005. The ESPP authorizes the issuance of 603,285 shares of common stock pursuant to purchase rights granted to the Companys employees or to employees of any of its affiliates. The ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 425 of the Internal Revenue Code. As of December 31, 2008, no shares have been issued under the ESPP.

In connection with the merger with Web.com, the Company assumed six additional equity incentive plans, Interland-Georgia 1999 Stock Plan, Interland 1995 Stock Option Plan, Interland 2001 Equity Incentive Plan, Interland 2002 Equity Incentive Plan, Interland 2005 Equity Incentive Plan, and Web.com 2006 Equity Incentive Plan, collectively referred to as the Web.com Option Plans. Options issued under the Web.com Option Plans have an option term of 10 years. Vesting periods range from 0 to 5 years. Exercise prices of options under the Web.com Option Plans are 100% of the fair market value of the Web.com common stock on the date of grant. As of December
31, 2008, the Company has reserved 2,424,558 shares for issuance upon the exercise of outstanding options under the Web.com Option Plans. Of the total reserved as of December 31, 2008, options to purchase a total of 1,918,678 shares of the Companys common stock were held by participants under the plan and options to purchase 321,745 shares of common stock have been issued and exercised. All awards outstanding under the Web.com Option Plans continue in accordance with their terms, but no further awards will be granted under those plans.

The Companys Board of Directors adopted, and its stockholders approved, the 2008 Equity Incentive Plan (the 2008 Plan), which became effective May 13, 2008. The 2008 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards (stock-based awards) to the Companys employees, directors and consultants. The aggregate number of shares of common stock that was authorized pursuant to the stock-based awards granted under this plan was 3,000,000. As of December 31,
2008, options to purchase a total of 1,366,940 common shares and 625,275 shares of restricted stock were held by participants under the plan, no options have been exercised and restrictions lapsed on 24,500 shares of common stock. In addition, 983,285 shares of common stock were available for future issuances.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

11. Stock-Based Compensation   (continued)

The Board of Directors, or a committee thereof, administers all of the equity incentive plans and determines the terms of awards granted, including the exercise price of options, the number of shares subject to individual option awards and the vesting period of options, within the limits set forth in the equity incentive plans. Options have a maximum term of 10 years and vest as determined by the Board of Directors.

The fair value of each option award is estimated on the date of the grant using the Black Scholes option valuation model and the assumptions noted in the following table. Expected volatility rates are based on the Companys historical volatility, since the Initial Public Offering, on the date of the grant. The expected term of options granted represents the period of time that they are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.



Year Ended December 31,2008

          

          2007

          

          2006Risk-free interest rate

          

          

          1.26  3.73

          %

          

          

          3.23  5.18

          %

          

          

          4.27  5.15

          %Dividend yield

          

          

          0

          %

          

          

          0

          %

          

          

          0

          %Expected life (in years)

          

          

          5

          

          

          

          5

          

          

          

          5Volatility(1)

          

          

          39  52

          %

          

          

          53  60

          %

          

          

          62  70

          %




(1)

          For options granted after January 1, 2008, the expected volatility rates are based on the Companys historical volatility, since the Initial Public Offering, on the date of the grant. For options granted prior to January 1, 2008, the expected volatility rates were based on peer group averages on the date of the grant.Stock Option Activity

The following table summarizes option activity for all of the Companys stock options:



Shares Covered by Options

          

          ExercisePrice per Share

          

          Weighted Average Exercise Price

          

          Weighted Average Remaining Contractual Term

          

          Aggregate Intrinsic Value (In Thousands)Balance, December 31, 2007

          

          

          6,873,462

          

          

          

          $0.50 to $193.02

          

          

          

          6.36Granted

          

          

          1,894,850

          

          

          

          4.41 to 9.31

          

          

          

          7.39Exercised

          

          

          (230,657

          )

          

          

          0.50 to 12.00

          

          

          

          4.21Forfeited

          

          

          (354,651

          )

          

          

          4.41 to 14.05

          

          

          

          9.28Expired

          

          

          (346,282

          )

          

          

          0.50 to 193.02

          

          

          

          11.98Balance, December 31, 2008

          

          

          7,836,722

          

          

          

          0.50 to 185.46

          

          

          

          6.29

          

          

          

          6.63

          

          

          $

          3,801Exercisable at December 31, 2008

          

          

          5,379,957

          

          

          

          0.50 to 185.46

          

          

          

          5.45

          

          

          

          5.57

          

          

          $

          3,801

Compensation costs related to the Companys stock options granted under the Companys equity incentive plans were $3.8 million, $3.4 million, and $2.0 million for the years ended 2008, 2007, and 2006, respectively. Compensation expense is generally recognized on a straight-line basis over the vesting period of grants. As of December 31, 2008, the Company had $8.4 million of unrecognized compensation costs related to stock options, which the Company expects to recognize through October 2012.

The total intrinsic value of options exercised during the years ended December 31, 2008, 2007, and 2006 was $1.1 million, $4.71 million, and $4.58 million, respectively. The weighted average grant-date fair value of options granted during the years ended December 31, 2008, 2007, and 2006 was $3.04, $5.03, and $6.58,

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

11. Stock-Based Compensation   (continued)

respectively. The fair value of shares vested during the years ended December 31, 2008, 2007, and 2006 was $3.6 million, $3.3 million, and $2.1 million, respectively.

The following activity occurred under the Companys equity incentive plans during the year ended December 31, 2008:



Unvested Shares

          

          Shares

          

          Weighted Average Grant-Date Fair ValueUnvested at December 31, 2007

          

          

          1,834,418

          

          

          $

          4.52Granted

          

          

          1,894,850

          

          

          

          3.04Vested

          

          

          (917,852

          )

          

          

          3.91Forfeited

          

          

          (354,651

          )

          

          

          4.67Unvested at December 31, 2008

          

          

          2,456,765

          

          

          

          3.58

Price ranges of outstanding and exercisable options as of December 31, 2008 are summarized below:



Outstanding Options

          

          Exercisable OptionsExercise Price

          

          Number of Options

          

          Weighted Average Remaining Life (Years)

          

          Weighted Average Exercise Price

          

          Number of Options

          

          Weighted Average ExercisePrice$0.50

          

          

          538,401

          

          

          

          3.41

          

          

          $

          0.50

          

          

          

          538,401

          

          

          $

          0.50$2.00  2.99

          

          

          1,007,127

          

          

          

          4.54

          

          

          

          2.00

          

          

          

          1,007,127

          

          

          

          2.00$3.00  3.99

          

          

          1,384,893

          

          

          

          4.69

          

          

          

          3.36

          

          

          

          1,384,893

          

          

          

          3.36$4.00  6.99

          

          

          964,047

          

          

          

          8.60

          

          

          

          4.79

          

          

          

          391,208

          

          

          

          5.10$7.00  9.99

          

          

          2,897,519

          

          

          

          7.96

          

          

          

          8.88

          

          

          

          1,427,160

          

          

          

          8.85$10.00  19.99

          

          

          1,015,071

          

          

          

          7.54

          

          

          

          10.67

          

          

          

          601,504

          

          

          

          10.70$20.00  185.46

          

          

          29,664

          

          

          

          2.11

          

          

          

          39.91

          

          

          

          29,664

          

          

          

          39.917,836,722

          

          

          

          

          

          

          

          

          

          

          

          5,379,957

Restricted Stock Activity

The following information relates to awards of restricted stock that has been granted under our 2005 Non-Employee Directors Stock Option Plan, 2005 Equity Incentive Plan, and 2008 Equity Incentive Plan. The restricted stock is not transferable until vested and the restrictions lapse upon the completion of a certain time period, usually over a one-year period. The fair value of each restricted stock grant is based on the closing price of the Companys stock on the date of grant and is amortized to compensation expense over its vesting period, which ranges between one and four years. At December 31, 2008, there were 654,859 shares of
restricted stock outstanding.

The following restricted stock activity occurred under the Companys equity incentive plans during the year ended December 31, 2008:



Restricted Stock Activity

          

          Shares

          

          Weighted Average Grant-Date Fair ValueRestricted stock outstanding at December 31, 2007

          

          

          39,500

          

          

          $

          9.69Granted

          

          

          671,025

          

          

          

          6.35Lapse of restriction

          

          

          (55,666

          )

          

          

          9.16Restricted stock outstanding at December 31, 2008

          

          

          654,859

          

          

          $

          6.31

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

11. Stock-Based Compensation   (continued)

Compensation expense for restricted stock awards during the year ended December 31, 2008 was approximately $932 thousand. As of December 31, 2008, there was approximately $3.6 million of total unamortized compensation cost related to the restricted stock outstanding.

12. Common Shares Reserved

The Company had reserved the following number of shares of common stock for future issuance:



December 31,2008

          

          2007

          

          2006Outstanding stock options

          

          

          7,836,722

          

          

          

          6,873,462

          

          

          

          4,072,812Options available for future grants and other awards

          

          

          2,616,777

          

          

          

          1,166,471

          

          

          

          2,069,191Warrants outstanding

          

          

          21,667

          

          

          

          279,896

          

          

          

          281,347Escrow shares relating to the Renex acquisition

          

          

          

          

          

          

          139,461

          

          

          

          278,922Total common shares reserved

          

          

          10,475,166

          

          

          

          8,459,290

          

          

          

          6,702,272

13. Common Stock

On August 2, 2006, the Company completed a secondary offering whereby certain stockholders sold 3,339,126 common shares and the Company sold 200,000 common shares to the public at a price of $9.25 per share. The net proceeds of the offering to the Company were approximately $1.0 million after deducting underwriting discounts and other costs.

On September 30, 2006, the Company had reserved in escrow 278,922 shares of its common stock if certain conditions were met as agreed to in the purchase agreement with Compass Capital. As of September 30, 2007 and 2008, certain conditions were met and the Company issued 278,922 shares of its common stock to Compass Capital. See Note 6 for a discussion of escrowed common stock in connection with the Renex acquisition.

On September 30, 2007, the Company issued approximately 9.2 million shares of its common stock in connection with its merger with Web.com, Inc. See Note 6 for a discussion of this transaction.

14. Warrants

As of December 31, 2008, the outstanding warrants and their expiration dates are as follow:



Shares Issuable Under Exercise of Warrants Outstanding:

          

          Exercise Price

          

          Expiration Date:21,667

          

          

          $2.879

          

          

          

          April 2009

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

15. Income Taxes

The provision (benefit) for income taxes consisted of the following for the years ended December 2008, 2007, and 2006:



2008

          

          2007

          

          2006Current expense (benefit):Federal

          

          $

          124

          

          

          $

          127

          

          

          $

          106State

          

          

          6

          

          

          

          

          

          

          

          Foreign

          

          

          146

          

          

          

          231

          

          

          

          Deferred expense (benefit):Federal

          

          

          (184

          )

          

          

          1,093

          

          

          

          (3,007

          )State

          

          

          6

          

          

          

          653

          

          

          

          (299

          )Foreign

          

          

          27

          

          

          

          (27

          )

          

          

          Total tax expense (benefit)

          

          $

          125

          

          

          $

          2,077

          

          

          $

          (3,200

          )

As of December 31, 2008 and 2007, the Company had federal net operating loss carryforwards of approximately $219.3 million and $217.8 million, respectively, which begin to expire in the year 2019. The net operating losses at December 31, 2007 include approximately $171.8 million obtained through the acquisition of Web.com during 2007. The net operating loss carryforwards are subject to various limitations under Section 382 of the Internal Revenue Code. Accordingly, the Company estimates that at least $148.4 million of net operating loss carryforwards will be available during the carryforward period. An additional amount may be available as a result
of recognized built in gains during the five-year period following the change in ownership.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

15. Income Taxes   (continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities are as follows at December 31 (in thousands):



2008

          

          2007Deferred tax assets:Current:Net operating loss carryforwards

          

          $

          2,214

          

          

          $

          1,231Allowance for doubtful accounts

          

          

          245

          

          

          

          392Deferred rent

          

          

          6

          

          

          

          27Deferred revenue

          

          

          1,197

          

          

          

          Stock based compensation

          

          

          239

          

          

          

          47Accrued restructuring costs and other reserves

          

          

          888

          

          

          

          3,9374,789

          

          

          

          5,634Less: valuation allowance

          

          

          (3,670

          )

          

          

          (3,744

          )Net current deferred tax assets

          

          

          1,119

          

          

          

          1,890Noncurrent:Fixed assets basis

          

          

          473

          

          

          

          236Intangible basis

          

          

          

          

          

          

          1,881Deferred revenue

          

          

          59

          

          

          

          Stock based compensation

          

          

          1,190

          

          

          

          815Accrued restructuring costs and other reserves

          

          

          742

          

          

          

          1,183Alternative minimum tax credit

          

          

          387

          

          

          

          275Net operating loss carryforwards

          

          

          54,109

          

          

          

          54,51456,960

          

          

          

          58,904Less: valuation allowance

          

          

          (50,448

          )

          

          

          (38,977

          )Net noncurrent deferred tax assets

          

          

          6,512

          

          

          

          19,927Deferred tax liabilities:Current:Deferred revenue

          

          

          7

          

          

          

          106Stock based compensation

          

          

          19

          

          

          

          Intangible basis

          

          

          

          

          

          

          61Total current deferred tax liabilities

          

          

          26

          

          

          

          167Noncurrent:Intangible basis

          

          

          9,073

          

          

          

          23,271Stock based compensation

          

          

          42

          

          

          

          Deferred rental income

          

          

          103

          

          

          

          Other

          

          

          6

          

          

          

          7Total noncurrent deferred tax liabilities

          

          

          9,224

          

          

          

          23,278Net current deferred tax asset (liability)

          

          

          1,093

          

          

          

          1,723Net noncurrent deferred tax asset (liability)

          

          

          (2,712

          )

          

          

          (3,351

          )Net deferred tax asset (liability)

          

          $

          (1,619

          )

          

          $

          (1,628

          )

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

15. Income Taxes   (continued)

The valuation allowance increased by approximately $11.4 million during 2008 and increased by approximately $31.2 million during 2007. The change in the valuation allowance from 2008 to 2007 is primarily attributable to prior year adjustments and the 2008 provision expense, which included the goodwill impairment permanent tax item. The change in the valuation allowance from 2007 to 2008 is primarily attributable to the acquisition of Web.com during 2007.

The provision (benefit) for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rates as a result of the following:



2008

          

          2007

          

          2006U.S statutory rate

          

          

          (34.0

          )%

          

          

          34.0

          %

          

          

          34.0

          %State income taxes (net of federal tax benefit)

          

          

          (4.0

          )

          

          

          4.0

          

          

          

          4.0Goodwill impairment charge

          

          

          30.3

          

          

          

          

          

          

          

          Stock based compensation

          

          

          1.1

          

          

          

          21.9

          

          

          

          2.2Change in valuation allowance

          

          

          6.7

          

          

          

          

          

          

          

          (97.2

          )Other

          

          

          

          

          

          

          0.3

          

          

          

          (2.3

          )0.1

          %

          

          

          60.2

          %

          

          

          (59.3

          )%

The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109, on January 1, 2007. The Company did not have any unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing FIN 48. The Company is subject to audit by the Canada Revenue Agency for four years and the IRS and various states for all years since inception. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Companys
policy is that it recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year ended December 31, 2008. In addition, the Company recorded approximately $100 thousand reserve for unrecognized tax benefits during 2008, which could favorably affect the effective rate.

The Companys undistributed foreign earnings of approximately $700 thousand are considered to be permanently reinvested into the foreign jurisdictions. Accordingly, the company has not provided deferred taxes on these earnings.

16. Employee Savings Plan

Effective August 1, 2000, the Company established a 401(k) savings plan designed to qualify under Section 401(k) of the Internal Revenue Code. All employees who completed three months of service are eligible to participate in the plan. Each participant may contribute to the plan up to the maximum allowable amount as determined by the Federal Government. Employee 401(k) deferrals are 100% vested. Company contributions are subject to a vesting schedule based on years of service. The Company began making contributions to the plan in 2004. The Company recorded contribution expense of $416 thousand, $232 thousand and $136 thousand for 2008, 2007, and
2006, respectively.

17. Related Party Transactions

The Company purchases online marketing services, including online advertising, from The Search Agency, Inc. (TSA), an entity in which the Companys President and director, Jeffrey M. Stibel, has an equity interest. Mr. Stibel is also a member and chairman of the Board of Directors of TSA. The Companys purchases of online marketing services from TSA are made pursuant to the Companys standard form of

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

17. Related Party Transactions   (continued)

purchase order. The purchase order imposes no minimum commitment or long-term obligation on the Company. The Company may terminate the arrangement at any time. The Company pays TSA fees equal to a specified percentage of the Companys purchases of online advertising made through TSA. The Company believes that the services it purchases from TSA, and the prices it pays, are competitive with or superior to those available from alternative providers. The total amount of fees paid to TSA for services rendered for the year ended December 31, 2008 and 2007 was $1.0 million and $111 thousand, respectively. No fees were paid to TSA prior to October 1,
2007. There was an unpaid balance of $63 thousand as of December 31, 2008, which was accrued at year end.

The Company licensed non-exclusive rights to patents of the Company in exchange for a royalty payment of $100 thousand, to EdgeCast Networks Inc.(Edgecast), an entity in which the Companys President and director, Jeffrey M. Stibel, and one of its other directors, Alex Kazerani, has an equity interests. Mr. Kazerani is the Chief Executive Officer of, and Mr. Stibel serves as an other director of, Edgecast. The total amount of fees received from Edgecast during the year ended December 31, 2008 was $100 thousand. No fees were received from Edgecast during the year ended December 31, 2007.

The Company hired Brown & Associates, an entity owned by the brother of the Companys Chief Executive Officer and director, on a contingency based fee to determine whether the Company overpaid sales tax to one of its vendors. The total amount of fees paid to Brown & Associates for successful refunds of sales tax, totaling $613 thousand, was $153 thousand for the year ended December 31, 2008. No fees were paid to Brown & Associates during the year ended December 31, 2007.

18. Commitments and Contingencies

Letters of Credit

The Company utilizes letters of credit to back certain payment obligations relating to its facility operating leases. The Company had no outstanding borrowings as of December 31, 2008 and had approximately $1.8 million in standby letters of credit.

Legal Matters

From time to time the Company may be involved in litigation relating to claims arising out of its operations. There are several outstanding litigation matters that relate to the Companys wholly-owned subsidiary, Web.com Holding Company, Inc., formerly Web.com, Inc. (Web.com Holding), including the following:

On August 2, 2006, Web.com Holding filed suit in the United States District Court for the Western District of Pennsylvania against Federal Insurance Company and Chubb Insurance Company of New Jersey, seeking insurance coverage and payment of litigation expenses with respect to litigation involving Web.com Holding pertaining to events in 2001. Web.com Holding also has asserted claims against Rapp Collins, a division of Omnicom Media, that are pending in state court in Pennsylvania for recovery of the same litigation expenses. These actions were consolidated in state court in Pennsylvania on September 30, 2008.

On June 19, 2006, Web.com Holding filed suit in the United States District Court for the Northern District of Georgia against The Go Daddy Group, Inc., seeking damages, a permanent injunction and attorney fees related to alleged infringement of four of Web.com Holdings patents. On January 8, 2009, the parties entered into a confidential settlement and patent cross-licensing agreement which resolves the lawsuit.

Web.com Holding was party to a lawsuit in state court in Missouri relating to Web.com Holdings acquisition of Communitech.Net, Inc. in 2002. In February 2008, the Company settled all claims related to that lawsuit pursuant to a confidential settlement agreement. As part of the settlement, the Company received a broad release of claims. The Company had previously adequately reserved for the contingencies arising from this matter, including the settlement. As such, the Company believes that the settlement did not have a material adverse impact on its financial condition, cash flows or results of operations.

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WEB.COM GROUP, INC.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008

18. Commitments and Contingencies   (continued)

Web.com is also defending the appeals of several other cases that were resolved favorably to Web.com but none of which is material to the company.

The outcome of litigation may not be assured, and despite managements views of the merits of any litigation, or the reasonableness of our estimates and reserves, our cash balances could nonetheless be materially affected by an adverse judgment. In accordance with SFAS No. 5 Accounting for Contingencies, the Company believes it has adequately reserved for the contingencies arising from the above legal matters where an outcome was deemed to be probable and the loss amount could be reasonably estimated. As such, the Company does not believe that the anticipated outcome of the aforementioned proceedings will have a materially adverse
impact on its financial condition, cash flows, or results of operations.

74

TABLE OF CONTENTS

2. Financial Statement Schedules

The information required by Schedule II, Valuation and Qualifying Accounts, is included in Note 4 to the Consolidated Financial Statements. All other financial statement schedules are not applicable.

3. Exhibits.



Exhibit No.

          

          Description of Document2.1

          

          Agreement and Plan of Merger and Reorganization dated June 26, 2007 by and among Web.com Group, Inc. Augusta Acquisition Sub, Inc., and Web.com, Inc.(1)3.1

          

          Amended and Restated Certificate of Incorporation of Web.com Group, Inc.(2)3.2

          

          Amended and Restated Bylaws of Web.com Group, Inc.(3)3.3

          

          Certificate of Ownership and Merger of Registrant(6)4.1

          

          Reference is made to Exhibits 3.1 and 3.24.2

          

          Specimen Stock Certificate.(6)4.3

          

          Warrant dated April 27, 2004, exercisable for 72,942 shares of common stock.(2)10.1

          

          1999 Equity Incentive Plan and forms of related agreements.(2)10.2

          

          2005 Equity Incentive Plan and forms of related agreements.(2)10.3

          

          2005 Non-Employee Directors Stock Option Plan and forms of related agreements.(2)10.4

          

          2005 Employee Stock Purchase Plan.(2)10.5

          

          2008 Equity Incentive Plan and forms of related agreements.(8)+10.6

          

          Executive Severance Benefit Plan.+10.7

          

          Form of Indemnity Agreement entered into between the registrant and certain of its officers and directors.(2)10.8

          

          Noncompetition Agreement by Jeffrey M. Stibel, dated as of June 26, 2007.(4)+10.9

          

          Compensatory Arrangements of certain officers.(4)+10.10

          

          Lease agreement dated December 4, 2007 between the Company and FDG Flagler Center I, LLC(5)10.11

          

          Compensation Information for Named Executive Officers(7)+10.12

          

          Amended and Restated Employment Agreement by and between the Company and David L. Brown.(9)+10.13

          

          Amended and Restated Employment Agreement by and between the Company and Jeff Stibel.(9)+10.14

          

          Amended and Restated Employment Agreement by and between the Company and Kevin Carney.(9)+21.1

          

          Subsidiaries of the registrant.23.1

          

          Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm.24.1

          

          Power of Attorney (included in the signature page hereto).31.1

          

          CEO Certification required by Rule 13a-14(a) or Rule 15d-14(a).31.2

          

          CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).32.1

          

          Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).(10)




(1)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on June 27, 2007, and incorporated herein by reference.(2)

          Filed as an exhibit to the Registrants registration statement on Form S-1 (No. 333-124349), filed with the SEC on April 27, 2005, as amended, and incorporated herein by reference.(3)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on November 14, 2007, and incorporated herein by reference.

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(4)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on February 26, 2008, and incorporated herein by reference.(5)

          Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q (No. 000-51595), filed with the SEC on May 12, 2008, and incorporated herein by reference.(6)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on October 30, 2008, and incorporated herein by reference.(7)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on June 23, 2008, and incorporated herein by reference(8)

          Filed as Appendix B to Companys Proxy Statement on Schedule 14A, filed with the SEC on April 14, 2008, and incorporated herein by reference.(9)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on December 17, 2008, and incorporated herein by reference(10)

          The certification attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Web.com Group, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.+

          Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



WEB.COM GROUP, INC. (Registrant)Date March 6, 2009

          

          /s/ Kevin M. CarneyKevin M. Carney Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Brown and Kevin M. Carney, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name in any and all capacities, to sign any and all amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on March 6, 2009:



Name

          

          Title/s/ David L. BrownDavid L. Brown

          

          Chief Executive Officer and Chairman of the Board (Principal Executive Officer)/s/ Kevin M. CarneyKevin M. Carney

          

          Chief Financial Officer (Principal Financial and Accounting Officer)/s/ Jeffrey M. StibelJeffrey M. Stibel

          

          President and Director/s/ Timothy I. MaudlinTimothy I. Maudlin

          

          Lead Director/s/ Hugh M. DurdenHugh M. Durden

          

          Director/s/ Alex KazeraniAlex Kazerani

          

          Director/s/ Julius GenachowskiJulius Genachowski

          

          Director/s/ Robert S. McCoy, Jr.Robert S. McCoy, Jr.

          

          Director

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EXHIBIT INDEX



Exhibit No.

          

          Description of Document2.1

          

          Agreement and Plan of Merger and Reorganization dated June 26, 2007 by and among Web.com Group, Inc. Augusta Acquisition Sub, Inc., and Web.com, Inc.(1)3.1

          

          Amended and Restated Certificate of Incorporation of Web.com Group, Inc.(2)3.2

          

          Amended and Restated Bylaws of Web.com Group, Inc.(3)3.3

          

          Certificate of Ownership and Merger of Registrant(6)4.1

          

          Reference is made to Exhibits 3.1 and 3.24.2

          

          Specimen Stock Certificate.(6)4.3

          

          Warrant dated April 27, 2004, exercisable for 72,942 shares of common stock.(2)10.1

          

          1999 Equity Incentive Plan and forms of related agreements.(2)10.2

          

          2005 Equity Incentive Plan and forms of related agreements.(2)10.3

          

          2005 Non-Employee Directors Stock Option Plan and forms of related agreements.(2)10.4

          

          2005 Employee Stock Purchase Plan.(2)10.5

          

          2008 Equity Incentive Plan and forms of related agreements.(8)+10.6

          

          Executive Severance Benefit Plan.+10.7

          

          Form of Indemnity Agreement entered into between the registrant and certain of its officers and directors.(2)10.8

          

          Noncompetition Agreement by Jeffrey M. Stibel, dated as of June 26, 2007.(4)+10.9

          

          Compensatory Arrangements of certain officers.(4)+10.10

          

          Lease agreement dated December 4, 2007 between the Company and FDG Flagler Center I, LLC(5)10.11

          

          Compensation Information for Named Executive Officers(7)+10.12

          

          Amended and Restated Employment Agreement by and between the Company and David L. Brown.(9)+10.13

          

          Amended and Restated Employment Agreement by and between the Company and Jeff Stibel.(9)+10.14

          

          Amended and Restated Employment Agreement by and between the Company and Kevin Carney.(9)+21.1

          

          Subsidiaries of the registrant.23.1

          

          Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm.24.1

          

          Power of Attorney (included in the signature page hereto).31.1

          

          CEO Certification required by Rule 13a-14(a) or Rule 15d-14(a).31.2

          

          CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).32.1

          

          Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).(10)




(1)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on June 27, 2007, and incorporated herein by reference.(2)

          Filed as an exhibit to the Registrants registration statement on Form S-1 (No. 333-124349), filed with the SEC on April 27, 2005, as amended, and incorporated herein by reference.(3)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on November 14, 2007, and incorporated herein by reference.(4)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on February 26, 2008, and incorporated herein by reference.(5)

          Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q (No. 000-51595), filed with the SEC on May 12, 2008, and incorporated herein by reference.

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(6)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on October 30, 2008, and incorporated herein by reference.(7)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on June 23, 2008, and incorporated herein by reference(8)

          Filed as Appendix B to Companys Proxy Statement on Schedule 14A, filed with the SEC on April 14, 2008, and incorporated herein by reference.(9)

          Filed as an exhibit to the Registrants current report on Form 8-K (No. 000-51595), filed with the SEC on December 17, 2008, and incorporated herein by reference(10)

          The certification attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Web.com Group, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.+

          Indicates management contract or compensatory plan.

79