SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001. |
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission file number 0-27275
Akamai Technologies, Inc.
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Delaware
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04-3432319 | |
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification Number) |
500 Technology Square
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
The number of shares outstanding of the registrants common stock as of October 17, 2001: 115,308,446 shares.
AKAMAI TECHNOLOGIES, INC.
FORM 10-Q
TABLE OF CONTENTS
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PART I.
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Financial Information
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Item 1. Financial Statements
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2 | |||||
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Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations
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11 | |||||
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Item 3. Quantitative and Qualitative
Disclosures About Market Risk
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26 | |||||
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PART II.
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Other Information
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Item 1. Legal Proceedings
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27 | |||||
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Item 5. Other Information
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27 | |||||
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Item 6. Exhibits and Reports on Form
8-K
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27 | |||||
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Signatures
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28 | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||||
| 2001 | 2000 | |||||||||
| (in thousands, except | ||||||||||
| share and per share data) | ||||||||||
| (unaudited) | ||||||||||
| Assets | ||||||||||
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Current assets:
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||||||||||
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Cash and cash equivalents
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$ | 100,654 | $ | 150,130 | ||||||
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Marketable securities
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138,952 | 159,522 | ||||||||
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Accounts receivable, net of allowance for
doubtful accounts of $5,069 and $2,291 at September 30,
2001 and December 31, 2000, respectively
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19,614 | 22,670 | ||||||||
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Prepaid expenses and other current assets
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13,979 | 23,022 | ||||||||
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Total current assets
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273,199 | 355,344 | ||||||||
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Property and equipment, net
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146,383 | 143,041 | ||||||||
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Marketable securities
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| 77,282 | ||||||||
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Goodwill and other intangible assets, net
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23,371 | 2,186,157 | ||||||||
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Other assets
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25,755 | 28,953 | ||||||||
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Total assets
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$ | 468,708 | $ | 2,790,777 | ||||||
| Liabilities and Stockholders Equity | ||||||||||
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Current liabilities:
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||||||||||
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Accounts payable
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$ | 40,110 | $ | 52,212 | ||||||
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Accrued expenses
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13,792 | 4,327 | ||||||||
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Accrued restructuring (Note 10)
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12,601 | | ||||||||
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Accrued interest payable
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4,125 | 8,754 | ||||||||
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Accrued payroll and benefits
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11,573 | 14,240 | ||||||||
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Deferred revenue
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5,294 | 4,335 | ||||||||
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Current portion of obligations under capital
lease and equipment loan
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680 | 1,080 | ||||||||
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Total current liabilities
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88,175 | 84,948 | ||||||||
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Obligations under capital leases and equipment
loan, net of current portion
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120 | 421 | ||||||||
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Accrued restructuring, net of current portion
(Note 10)
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8,212 | | ||||||||
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Other liabilities
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2,355 | 1,009 | ||||||||
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Convertible notes
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300,000 | 300,000 | ||||||||
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Total liabilities
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398,862 | 386,378 | ||||||||
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Contingencies (Note 11)
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Stockholders equity:
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||||||||||
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Preferred stock, $0.01 par value; 5,000,000
shares authorized; no shares issued or outstanding at
September 30, 2001 and December 31, 2000
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Common stock, $0.01 par value; 700,000,000 shares
authorized; 115,280,954 shares issued and outstanding at
September 30, 2001; 108,203,290 shares issued and
outstanding at December 31, 2000
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1,153 | 1,082 | ||||||||
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Additional paid-in capital
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3,444,011 | 3,382,582 | ||||||||
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Deferred compensation
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(53,359 | ) | (22,313 | ) | ||||||
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Notes receivable from officers for stock
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(5,952 | ) | (5,704 | ) | ||||||
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Accumulated other comprehensive loss
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(894 | ) | (6,882 | ) | ||||||
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Accumulated deficit
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(3,315,113 | ) | (944,366 | ) | ||||||
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Total stockholders equity
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69,846 | 2,404,399 | ||||||||
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Total liabilities and stockholders equity
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$ | 468,708 | $ | 2,790,777 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months | For the nine months | |||||||||||||||||
| ended September 30, | ended September 30, | |||||||||||||||||
| 2001 | 2000 | 2001 | 2000 | |||||||||||||||
| (in thousand, except per share data) | ||||||||||||||||||
| (unaudited) | ||||||||||||||||||
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Revenue:
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||||||||||||||||||
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Service
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$ | 33,680 | $ | 27,156 | $ | 101,513 | $ | 52,522 | ||||||||||
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License
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4,324 | | 10,146 | | ||||||||||||||
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Service and license from affiliates (Note 8)
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4,750 | | 14,445 | | ||||||||||||||
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Total revenue
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42,754 | 27,156 | 126,104 | 52,522 | ||||||||||||||
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Operating expenses:
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||||||||||||||||||
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Cost of service (excludes $10,991, $6,126,
$30,579 and $11,748, respectively, of network-related
depreciation included in Depreciation below)
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13,402 | 12,056 | 43,184 | 25,717 | ||||||||||||||
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Engineering and development (excludes $2,818,
$6,244, $7,595 and $7,941, respectively, of equity-related
compensation disclosed separately below)
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13,828 | 18,352 | 49,197 | 38,198 | ||||||||||||||
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Sales, general and administrative (excludes
$5,899, $3,409, $16,674 and $13,322, respectively, of
equity-related compensation disclosed separately below)
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33,912 | 44,863 | 117,480 | 101,241 | ||||||||||||||
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Depreciation
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19,116 | 11,211 | 53,908 | 21,579 | ||||||||||||||
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Amortization of goodwill and other intangible
assets
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7,440 | 238,700 | 251,770 | 436,780 | ||||||||||||||
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Acquired in-process research and development
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| | | 1,372 | ||||||||||||||
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Equity-related compensation
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8,717 | 9,653 | 24,269 | 21,263 | ||||||||||||||
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Impairment of goodwill (Note 7)
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| | 1,912,840 | | ||||||||||||||
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Restructuring charges (Note 10)
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| | 26,194 | | ||||||||||||||
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Total operating expenses
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96,415 | 334,835 | 2,478,842 | 646,150 | ||||||||||||||
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Loss from operations
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(53,661 | ) | (307,679 | ) | (2,352,738 | ) | (593,628 | ) | ||||||||||
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Interest (expense) income, net
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(2,210 | ) | 3,624 | (3,266 | ) | 11,052 | ||||||||||||
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Other income (Note 12)
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1,002 | | 1,002 | | ||||||||||||||
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Equity in losses of affiliate (Note 8 )
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| | (2,000 | ) | | |||||||||||||
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Loss on investments (Note 6 )
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(213 | ) | | (12,960 | ) | | ||||||||||||
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Loss before provision for income taxes
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(55,082 | ) | (304,055 | ) | (2,369,962 | ) | (582,576 | ) | ||||||||||
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Provision for income taxes
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277 | 20 | 785 | 132 | ||||||||||||||
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Net loss
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$ | (55,359 | ) | $ | (304,075 | ) | $ | (2,370,747 | ) | $ | (582,708 | ) | ||||||
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Basic and diluted net loss per share
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$ | (0.53 | ) | $ | (3.27 | ) | $ | (23.35 | ) | $ | (6.84 | ) | ||||||
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Weighted average common shares outstanding
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104,166 | 93,099 | 101,525 | 85,244 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
AKAMAI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the nine months | |||||||||||
| ended September 30, | |||||||||||
| 2001 | 2000 | ||||||||||
| (in thousands) | |||||||||||
| (unaudited) | |||||||||||
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Cash flows from operating activities:
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Net loss
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$ | (2,370,747 | ) | $ | (582,708 | ) | |||||
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Adjustments to reconcile net loss to net cash
used in operating activities:
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|||||||||||
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Depreciation and amortization
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305,678 | 458,359 | |||||||||
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Equity-related compensation
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24,269 | 21,263 | |||||||||
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Amortization of prepaid advertising acquired in
business acquisition
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4,222 | 4,529 | |||||||||
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Accrued interest on notes receivable from
officers for stock
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(248 | ) | (256 | ) | |||||||
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Amortization of deferred financing costs
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1,042 | | |||||||||
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Loss on investments
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12,960 | | |||||||||
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Equity in losses of affiliate
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2,000 | | |||||||||
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Impairment of goodwill
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1,912,840 | | |||||||||
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Acquired in-process research and development
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| 1,372 | |||||||||
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Changes in operating assets and liabilities, net
of effects of acquired businesses:
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Accounts receivable, net
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1,121 | (9,075 | ) | ||||||||
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Prepaid expenses and other current assets
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5,492 | (14,407 | ) | ||||||||
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Accounts payable and accrued expenses
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(2,082 | ) | 17,065 | ||||||||
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Deferred revenue
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959 | 3,712 | |||||||||
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Other noncurrent assets and liabilities
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16,837 | 1,043 | |||||||||
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Net cash used in operating activities
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(85,657 | ) | (99,103 | ) | |||||||
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Cash flows from investing activities:
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Purchases of property and equipment
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(57,291 | ) | (96,012 | ) | |||||||
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Purchase of investments
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(66,188 | ) | (282,170 | ) | |||||||
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Cash acquired from the acquisition of businesses,
net of cash paid
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| 17,207 | |||||||||
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Proceeds from sales and maturities of investments
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155,392 | 250,564 | |||||||||
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Net cash provided by (used in) investing
activities
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31,913 | (110,411 | ) | ||||||||
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Cash flows from financing activities:
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Proceeds from the issuance of 5 1/2%
convertible subordinated notes, net of financing costs
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| 290,500 | |||||||||
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Payments on capital leases and equipment
financing loan
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(895 | ) | (498 | ) | |||||||
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Payment on senior subordinated notes
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| (2,751 | ) | ||||||||
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Proceeds from the issuance of common stock under
stock option and employee stock purchase plans
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5,044 | 23,655 | |||||||||
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Proceeds from the issuance of restricted common
stock
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| 555 | |||||||||
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Net cash provided by financing activities
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4,149 | 311,461 | |||||||||
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Effects of exchange rate translation on cash and
cash equivalents
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119 | (306 | ) | ||||||||
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Net (decrease) increase in cash and cash
equivalents
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(49,476 | ) | 101,641 | ||||||||
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Cash and cash equivalents, beginning of period
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150,130 | 269,554 | |||||||||
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Cash and cash equivalents, end of period
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$ | 100,654 | $ | 371,195 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
AKAMAI TECHNOLOGIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business:
Akamai Technologies, Inc. (Akamai or the Company) was formed in August 1998 and is a provider of outsourced e-business infrastructure services and software that help enterprises use the Internet to streamline processes, improve productivity and increase efficiencies. These services and software enable enterprises to reduce the complexity and cost of deploying and operating a uniform Web infrastructure while enhancing performance, reliability, scalability and manageability.
2. Basis of Presentation and Principles of Consolidation:
The accompanying interim consolidated financial statements, together with the related notes, are unaudited and reflect all adjustments, consisting only of normal recurring adjustments, that in the opinion of management are necessary for a fair presentation of the Companys financial position, results of operations and cash flows as of the dates and for the periods presented. The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Consequently, these interim financial statements do not include all disclosures normally required by generally accepted accounting principles for annual financial statements. Accordingly, reference should be made to the Companys Annual Report on Form 10-K for the year ended December 31, 2000 for additional disclosures. Results of the interim periods are not necessarily indicative of results for the entire year.
The interim consolidated financial statements include the accounts of Akamai and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Certain reclassifications of prior period amounts have been made to conform with current period presentation.
3. Recent Accounting Pronouncements:
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations. SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The adoption of SFAS 141 will not have an impact on the Companys financial statements.
In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, which is effective January 1, 2002. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. The Company expects that it will reclassify approximately $1.0 million of previously recorded intangible assets to goodwill upon the adoption of SFAS 142 on January 1, 2002. The resulting balance of goodwill is expected to be $4.9 million. Amortization of this goodwill will cease as of January 1, 2002 and will be subject to a transitional impairment test by no later than June 2002. The Company expects that it will have one reporting unit for purposes of measuring the transitional impairment.
In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143 (SFAS 143), Accounting for Asset Retirement Obligations, which is effective January 1, 2003. SFAS 143 addresses the financial accounting and reporting for obligations and retirement costs related to the retirement of tangible long-lived assets. The Company does not expect that the adoption of SFAS 143 will have a significant impact on its financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective January 1, 2002. SFAS 144 supersedes FASB Statement No 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions relating to the disposal of
5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
a segment of a business of Accounting Principles Board Opinion No. 30. The Company does not expect that the adoption of SFAS 144 will have a significant impact on its financial statements.
4. Net Loss per Share:
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common stock. Potential common stock consists of stock options, warrants, unvested restricted common stock, convertible subordinated notes and contingently issuable common stock. All potential common stock has been excluded from diluted net loss per share as its inclusion would be anti-dilutive for all periods presented.
The following table sets forth potential common stock excluded from the calculation of earnings per share:
| As of September 30, | ||||||||
| 2001 | 2000 | |||||||
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Stock options
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9,756,096 | 15,938,887 | ||||||
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Warrants
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1,052,694 | 2,146,494 | ||||||
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Unvested restricted common stock
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9,153,001 | 12,394,250 | ||||||
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Convertible subordinated notes
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2,598,074 | 2,598,074 | ||||||
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Contingently issuable common stock
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3,436,426 | 190,420 | ||||||
5. Comprehensive Loss:
The following table presents the calculation of comprehensive loss and its components for the three and nine months ended September 30, 2001 and 2000 (in thousands):
| Three months ended | Nine months ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| 2001 | 2000 | 2001 | 2000 | ||||||||||||||
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Net loss
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$ | (55,359 | ) | $ | (304,075 | ) | $ | (2,370,747 | ) | $ | (582,708 | ) | |||||
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Other comprehensive income (loss):
|
|||||||||||||||||
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Foreign currency translation adjustment
|
75 | (284 | ) | 75 | (299 | ) | |||||||||||
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Unrealized gain (loss) on investments
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(1,196 | ) | (301 | ) | (2,941 | ) | 44 | ||||||||||