SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003. |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Commission file number 0-27275
AKAMAI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
04-3432319 (I.R.S. Employer Identification Number) |
8 Cambridge Center
Cambridge, MA 02142
(617) 444-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrants Principal Executive Offices)
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 (the Exchange Act) 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
The number of shares outstanding of the registrants common stock as of August 11, 2003: 119,488,673 shares.
AKAMAI TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended June 30, 2003
TABLE OF CONTENTS
| Page | ||
PART I. Financial Information |
3 | |
Item 1. Financial Statements |
3 | |
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |
15 | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
32 | |
Item 4. Controls and Procedures |
32 | |
PART II. Other Information |
33 | |
Item 1. Legal Proceedings |
33 | |
Item 4. Submission of Matters to a Vote of Securityholders |
33 | |
Item 6. Exhibits and Reports on Form 8-K |
33 | |
Signatures |
34 | |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| June 30, | December 31, | ||||||||||
| 2003 | 2002 | ||||||||||
Assets |
|||||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 90,719 | $ | 111,262 | |||||||
Marketable securities (including restricted securities of $630 and $3,161
at June 30, 2003 and December 31, 2002, respectively) |
1,608 | 3,664 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $1,396 and
$1,939 at June 30, 2003 and December 31, 2002, respectively |
22,004 | 16,290 | |||||||||
Due from related parties (Note 10) |
| 1,284 | |||||||||
Prepaid expenses and other current assets |
9,284 | 9,183 | |||||||||
Total current assets |
123,615 | 141,683 | |||||||||
Property and equipment, net |
38,143 | 63,159 | |||||||||
Restricted marketable securities |
4,018 | 10,244 | |||||||||
Goodwill |
4,937 | 4,937 | |||||||||
Other intangible assets, net (Note 9) |
263 | 2,473 | |||||||||
Other assets |
6,045 | 7,367 | |||||||||
Total assets |
$ | 177,021 | $ | 229,863 | |||||||
Liabilities and Stockholders Deficit |
|||||||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 13,630 | $ | 16,847 | |||||||
Accrued expenses (Note 7) |
30,339 | 37,062 | |||||||||
Deferred revenue |
2,424 | 2,361 | |||||||||
Current portion of obligations under capital leases and vendor financing |
1,054 | 1,207 | |||||||||
Current portion of accrued restructuring (Note 8) |
4,598 | 23,622 | |||||||||
Total current liabilities |
52,045 | 81,099 | |||||||||
Obligations under capital leases and vendor financing, net of current portion |
| 1,006 | |||||||||
Accrued restructuring, net of current portion (Note 8) |
4,440 | 13,994 | |||||||||
Other liabilities |
1,284 | 1,854 | |||||||||
Convertible notes |
300,000 | 300,000 | |||||||||
Total liabilities |
357,769 | 397,953 | |||||||||
Commitments, contingencies and guarantees (Note 12) |
|||||||||||
Stockholders deficit: |
|||||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares
issued or outstanding at June 30, 2003 and December 31, 2002 |
| | |||||||||
3
| June 30, | December 31, | ||||||||||
| 2003 | 2002 | ||||||||||
Common
stock, $0.01 par value; 700,000,000 shares authorized; 118,820,295 shares issued and outstanding at June 30, 2003; 117,660,254 shares issued and outstanding at December 31, 2002 |
1,188 | 1,177 | |||||||||
Additional paid-in capital |
3,429,730 | 3,428,434 | |||||||||
Deferred compensation |
(4,233 | ) | (9,895 | ) | |||||||
Notes receivable for stock (Note 13) |
(764 | ) | (3,473 | ) | |||||||
Accumulated other comprehensive income (loss) |
939 | (18 | ) | ||||||||
Accumulated deficit |
(3,607,608 | ) | (3,584,315 | ) | |||||||
Total stockholders deficit |
(180,748 | ) | (168,090 | ) | |||||||
Total liabilities and stockholders deficit |
$ | 177,021 | $ | 229,863 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| For the Three Months | For the Six Months | |||||||||||||||||
| Ended June 30, | Ended June 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Revenue: |
||||||||||||||||||
Service |
$ | 36,882 | $ | 31,251 | $ | 72,439 | $ | 66,168 | ||||||||||
License and other |
814 | 2,517 | 1,747 | 2,981 | ||||||||||||||
Service and license from related parties (Note 10) |
63 | 2,554 | 137 | 5,100 | ||||||||||||||
Total revenue |
37,759 | 36,322 | 74,323 | 74,249 | ||||||||||||||
Cost and operating expenses: |
||||||||||||||||||
Cost of revenue |
15,832 | 22,966 | 33,717 | 46,277 | ||||||||||||||
Research and development |
2,816 | 5,209 | 6,288 | 11,597 | ||||||||||||||
Sales and marketing |
12,049 | 16,619 | 23,138 | 33,631 | ||||||||||||||
General and administrative |
16,006 | 26,322 | 32,077 | 50,925 | ||||||||||||||
Amortization of other intangible assets (Note 9) |
12 | 2,231 | 2,210 | 7,468 | ||||||||||||||
Restructuring charges (Note 8) |
1,299 | 602 | (8,521 | ) | 13,011 | |||||||||||||
Total cost and operating expenses |
48,014 | 73,949 | 88,909 | 162,909 | ||||||||||||||
Loss from operations |
(10,255 | ) | (37,627 | ) | (14,586 | ) | (88,660 | ) | ||||||||||
Interest expense, net |
(4,268 | ) | (3,733 | ) | (8,496 | ) | (7,307 | ) | ||||||||||
Loss on investments |
| (759 | ) | (15 | ) | (5,087 | ) | |||||||||||
Loss before provision for income taxes |
(14,523 | ) | (42,119 | ) | (23,097 | ) | (101,054 | ) | ||||||||||
Provision for income taxes |
123 | 123 | 196 | 246 | ||||||||||||||
Net loss |
$ | (14,646 | ) | $ | (42,242 | ) | $ | (23,293 | ) | $ | (101,300 | ) | ||||||
Basic and diluted net loss per share |
$ | (0.13 | ) | $ | (0.38 | ) | $ | (0.20 | ) | $ | (0.91 | ) | ||||||
Weighted average common shares outstanding |
117,109 | 112,253 | 116,754 | 110,973 | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| For the Six Months | ||||||||||||
| Ended June 30, | ||||||||||||
| 2003 | 2002 | |||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | (23,293 | ) | $ | (101,300 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation, amortization and impairment of long-lived assets |
31,536 | 51,263 | ||||||||||
Equity-related compensation |
6,239 | 11,017 | ||||||||||
Interest income on notes receivable for stock |
(66 | ) | (64 | ) | ||||||||
Non-cash portion of restructuring charge |
144 | 602 | ||||||||||
Loss on investments, property and equipment and foreign currency |
(260 | ) | 5,528 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable, net |
(4,046 | ) | 3,141 | |||||||||
Prepaid expenses and other current assets |
1,936 | 470 | ||||||||||
Accounts payable, accrued expenses and other current liabilities |
(10,200 | ) | (10,678 | ) | ||||||||
Deferred revenue |
(37 | ) | (734 | ) | ||||||||
Other noncurrent assets and liabilities |
(28,895 | ) | (3,225 | ) | ||||||||
Net cash used in operating activities |
(26,942 | ) | (43,980 | ) | ||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment and additions to internal-use software |
(4,059 | ) | (6,454 | ) | ||||||||
Purchase of investments |
| (24,551 | ) | |||||||||
Proceeds from sales of property and equipment |
86 | 221 | ||||||||||
Proceeds from sales and maturities of investments |
8,757 | 83,138 | ||||||||||
Net cash provided by investing activities |
4,784 | 52,354 | ||||||||||
Cash flows from financing activities: |
||||||||||||
Payments on capital leases and vendor financing |
(1,159 | ) | (851 | ) | ||||||||
Proceeds from the issuance of common stock under stock option and employee stock purchase plans |
1,735 | 1,623 | ||||||||||
Net cash provided by financing activities |
576 | 772 | ||||||||||
Effects of exchange rate translation on cash and cash equivalents |
1,039 | 221 | ||||||||||
Net (decrease) increase in cash and cash equivalents |
(20,543 | ) | 9,367 | |||||||||
Cash and cash equivalents, beginning of period |
111,262 | 78,774 | ||||||||||
Cash and cash equivalents, end of period |
$ | 90,719 | $ | 88,141 | ||||||||
Supplemental disclosure of cash flows information: |
||||||||||||
Cash paid for interest |
$ | 8,372 | $ | 8,292 | ||||||||
Supplemental disclosure of non-cash financing activities: |
||||||||||||
Assets acquired under capital lease obligations and vendor financing |
$ | | $ | 3,214 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
AKAMAI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business, Basis of Presentation and Principles of Consolidation:
Akamai Technologies, Inc. (Akamai or the Company) provides services and software that are designed to enable enterprises to extend and control their e-business infrastructure while ensuring superior performance, reliability, scalability and manageability. Akamais globally distributed platform comprises more than 14,000 servers in more than 1,100 networks in 70 countries. The Company was incorporated in Delaware in 1998 and is headquartered in Cambridge, Massachusetts. Akamai currently operates in one business segment: providing e-business infrastructure services and software.
The accompanying interim condensed 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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Consequently, these interim financial statements do not include all disclosures normally required by accounting principles generally accepted in the United States of America for annual audited financial statements. Accordingly, reference should be made to the Companys annual report on Form 10-K for the year ended December 31, 2002 for additional disclosures filed with the Securities and Exchange Commission. Results of the interim periods are not necessarily indicative of results for the entire year.
The consolidated financial statements include the accounts of Akamai and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications of prior year amounts have been made to conform with current year presentation.
2. Recent Accounting Pronouncements:
In November 2002, the Emerging Issues Task Force (the EITF) reached a consensus on Issue 00-21, Revenue Arrangements with Multiple Deliverables. EITF 00-21 addresses revenue recognition for revenue arrangements with multiple deliverables. The deliverables in these revenue arrangements should be divided into separate units of accounting when the individual deliverables have value to the customer on a stand-alone basis; there is objective and reliable evidence of the fair value of the undelivered elements; and, if the arrangement includes a general right to return the delivered element, delivery or performance of the undelivered element is considered probable. The relative fair value of each unit should be determined, and the total consideration of the arrangement should be allocated, among the individual units based on their relative fair value. The guidance in this issue is effective for revenue arrangements entered into by the Company after June 30, 2003. The Company does not expect that the adoption of EITF 00-21 will have a material impact on its consolidated financial statements.
In January 2003, the Financial Accounting Standards Board (the FASB) issued Interpretation 46, or FIN 46, Consolidation of Variable Interest Entities - An Interpretation of Accounting Research Bulletin No. 51. FIN 46 addresses consolidation of variable interest entities where the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties and the equity investors lack one or more essential characteristics of a controlling financial interest. FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest
7
entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is not currently an investor in any variable interest entities.
In May 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 clarifies the accounting for certain financial instruments with characteristics of debt that, under previous guidance, issuers could account for as equity. SFAS No. 150 requires that those instruments be classified as liabilities in statements of financial position. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective July 1, 2003. The adoption of the SFAS No. 150 did not impact the Companys financial statements.
3. Equity-Related Compensation:
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.
Akamai accounts for stock-based awards to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no compensation expense is recorded for stock-based awards issued to employees in fixed amounts and with fixed exercise prices at least equal to the fair market value of the Companys common stock at the date of grant. Akamai applies the provisions of SFAS No. 123, as amended by SFAS No. 148, through disclosure only for stock-based awards issued to employees. All stock-based awards to non-employees are accounted for at their fair value in accordance with SFAS No. 123.
The following table illustrates the effect on net loss and net loss per share if the Company had accounted for stock options issued to employees under the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||||
| June 30, | June 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Net loss, as reported |
$ | (14,646 | ) | $ | (42,242 | ) | $ | (23,293 | ) | $ | (101,300 | ) | ||||||
Stock-based employee
compensation included in
reported net loss |
2,036 | 4,662 | 5,000 | 10,998 | ||||||||||||||
Stock-based employee
compensation expense
determined under fair value
method for all awards |
(9,773 | ) | (12,565 | ) | (21,905 | ) | (26,456 | ) | ||||||||||
Pro forma net loss |
$ | (22,383 | ) | $ | (50,145 | ) | $ | (40,198 | ) | $ | (116,758 | ) | ||||||
Basic and diluted net loss per share: |
||||||||||||||||||
As reported |
$ | (0.13 | ) | $ | (0.38 | ) | $ | (0.20 | ) | $ | (0.91 | ) | ||||||
Pro forma |
$ | (0.19 | ) | $ | (0.45 | ) | $ | (0.34 | ) | $ | (1.05 | ) | ||||||
8
4. Net Loss per Share:
Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted net loss per share is computed using the weighted average number of common shares outstanding during the year, plus the dilutive effect of potential common stock. Potential common stock consists of stock options, warrants, unvested restricted common stock, contingently issuable common stock and convertible notes.
The following table sets forth the components of potential common stock excluded from the calculation of diluted net loss per share because their inclusion would be antidilutive:
| As of June 30, | ||||||||
| 2003 | 2002 | |||||||
Stock options |
15,365,650 | 15,927,248 | ||||||
Warrants |
1,039,387 | 1,052,694 | ||||||
Unvested restricted common stock |
770,107 | 2,672,695 | ||||||
Contingently issuable stock |
| 7,692,308 | ||||||
Convertible notes |
2,598,077 | 2,598,077 | ||||||
On July 10, 2003, warrants were exercised to purchase 492,736 shares of common stock. In lieu of the exercise price of these warrants, the warrant holder surrendered 441,932 additional warrants to Akamai as consideration.
5. Comprehensive Loss:
The following table presents the calculation of comprehensive loss and its components for the three and six-month periods ended June 30, 2003 and 2002 (in thousands):
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||