Cambridge, MA |
Akamai Technologies (NASDAQ: AKAM), the intelligent edge platform for securing and delivering digital experiences, today announces the company has entered into an agreement to acquire Janrain, the company that pioneered the customer identity access management (CIAM) category. Janrain enables enterprises to enhance digital trust by offloading login and registration workloads, and its integration with Akamai’s Intelligent Edge Platform is expected to provide world class security, regulatory compliance and massive scale to online engagements.
As enterprises continue to adopt cloud technologies and digitize their businesses, web security and identity awareness have become increasingly integral to keeping businesses safe and secure and establishing digital trust. Akamai already secures its customers’ websites, apps and APIs from DDoS attacks, application vulnerabilities, bots and other advanced threats, with hundreds of millions of login transactions taking place daily on the Akamai Intelligent Edge Platform. The acquisition is expected to add critical complementary capability that will help Akamai's customers establish and maintain digital trust with their users by providing a highly secure and resilient environment for collecting and storing sensitive user information, managing privacy controls, defending against identity fraud, and improving engagement and brand loyalty.
"It is challenging to conduct business online without an inherent and expected level of digital trust," said Rick McConnell, president of Akamai Technologies and general manager of Akamai’s web division. "Janrain’s Identity Cloud, working together with Akamai’s Intelligent Edge Platform, will provide an added layer of security to allow our customers to know more about their end users and potentially drive additional revenues from that deepened relationship."
Integrating Janrain’s Identity Cloud into the Akamai Intelligent Edge Platform is expected to provide immediate security benefits to CIAM customers in two critical areas: bot management and threat intelligence. Akamai Bot Manager mitigates the risks associated with credential abuse by detecting and managing bot activity at login and registration time and reducing fraud without negatively impacting the user experience. By leveraging Akamai threat intelligence, customers can make smart decisions about which users should be allowed to access registration and login pages based on reputation built on past online behavior.
The integrated technology will also be designed to enable highly accurate, scalable, and secure risk-based adaptive authentication solutions to safeguard against malicious account activities including fraudulent account creation and credential compromise.
Janrain has been focused on creating an innovative solution for establishing digital trust through authentication and authorization for each individual consumer and even connected devices that interact with a digital enterprise," said Jim Kaskade, chief executive officer, Janrain. "By combining the scale and intelligence of Akamai’s Intelligent Edge Platform with Janrain's Identity Cloud, we believe we can realize the promise of delivering a more accurate and sophisticated customer identity management solution and enable trusted digital experiences that are unique for every user."
Janrain is a privately-funded company headquartered in Portland, Oregon. The all-cash transaction is expected to close early in the first quarter of 2019. Akamai anticipates the Janrain acquisition to be slightly dilutive to its non-GAAP net income per share for 2019, in the range of $0.05 to $0.06, and to become accretive in 2020. The acquisition is not expected to impact Akamai’s previously-stated goal of achieving a non-GAAP operating margin of 30% by 2020.
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), Akamai provides additional financial metrics that are not prepared in accordance with GAAP (non-GAAP). Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation and to evaluate Akamai's financial performance. The non-GAAP financial measures used in this release are non-GAAP operating margin and non-GAAP net income per share.
Management believes that these non-GAAP financial measures reflect Akamai's ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparing financial results across accounting periods and to those of peer companies. Management also believes that these non-GAAP financial measures enable investors to evaluate Akamai's operating results and future prospects in the same manner as management. These non-GAAP financial measures may exclude expenses and gains that may be unusual in nature, infrequent or not reflective of Akamai's ongoing operating results.
The non-GAAP financial measures do not replace the presentation of Akamai's GAAP financial results and should only be used as a supplement to, not as a substitute for, Akamai's financial results presented in accordance with GAAP. Akamai has provided a reconciliation of each non-GAAP financial measure used in its financial reporting and investor presentations to the most directly comparable GAAP financial measure. This reconciliation captioned “Reconciliation of GAAP to Non-GAAP Financial Measures” can be found on the Investor Relations section of Akamai's website.
Akamai provides forward-looking statements in the form of guidance and other expressions of expectations about future performance. These forward-looking projections are provided on a non-GAAP basis and cannot be reconciled to the closest GAAP measure without unreasonable effort because of the unpredictability of the amounts and timing of events affecting the items we exclude from non-GAAP measures. For example, stock-based compensation is unpredictable for Akamai’s performance-based awards, which can fluctuate significantly based on current expectations of future achievement of performance-based targets. Amortization of intangible assets, acquisition-related costs and restructuring costs are all impacted by the timing and size of potential future actions, which are difficult to predict. In addition, from time to time, Akamai excludes certain items that occur infrequently, which are also inherently difficult to predict and estimate. It is also difficult to predict the tax effect of the items we exclude and to estimate certain discrete tax items, like the resolution of tax audits or changes to tax laws. As such, the costs that are being excluded from non-GAAP projections are difficult to predict and a reconciliation or a range of results could lead to disclosure that would be imprecise or potentially misleading. Material changes to any one of the exclusions could have a significant effect on our guidance and future GAAP results.
Akamai’s definitions of non-GAAP measures used in this press release are outlined below:
Non-GAAP income from operations – GAAP income from operations adjusted for the following items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; amortization of capitalized interest expense; acquisition-related costs; restructuring charges; benefit from adoption of software development activities; gains and other activity related to divestiture of a business; gains and losses on legal settlements; costs from professional service providers related to a non-routine stockholder matter; costs incurred related to the establishment of an endowment to the Akamai Foundation; costs incurred with respect to Akamai's internal FCPA investigation; transformation costs; and other non-recurring or unusual items that may arise from time to time.
Non-GAAP operating margin – Non-GAAP income from operations stated as a percentage of revenue.
Non-GAAP net income – GAAP net income adjusted for the following tax-affected items: amortization of acquired intangible assets; stock-based compensation; amortization of capitalized stock-based compensation; acquisition-related costs; restructuring charges; benefit from adoption of software development activities; gains and other activity related to divestiture of a business; gains and losses on legal settlements; costs from professional service providers related to a non-routine stockholder matter; costs incurred related to the establishment of an endowment to the Akamai Foundation; costs incurred with respect to Akamai's internal FCPA investigation; transformation costs; loss on early extinguishment of debt; amortization of debt discount and issuance costs; amortization of capitalized interest expense; certain gains and losses on investments; and other non-recurring or unusual items that may arise from time to time
Non-GAAP net income per share – Non-GAAP net income divided by basic weighted average or diluted common shares outstanding. Basic weighted average shares outstanding are those used in GAAP net income per share calculations. Diluted weighted average shares outstanding are adjusted in non-GAAP per share calculations for the shares that would be delivered to Akamai pursuant to the note hedge transaction entered into in connection with the issuance of $1,150 million of convertible senior notes due 2025 and $690 million of convertible senior notes due 2019. Under GAAP, shares delivered under hedge transactions are not considered offsetting shares in the fully-diluted share calculation until they are delivered. However, the company would receive a benefit from the note hedge transaction and would not allow the dilution to occur, so management believes that adjusting for this benefit provides a meaningful view of operating performance. With respect to the convertible senior notes due 2025, unless and until Akamai's weighted average stock price is greater than $95.10, the initial conversion price, and with respect to the convertible senior notes due 2019, unless and until Akamai's weighted average stock price is greater than $89.56, the initial conversion price, there will be no difference between GAAP and non-GAAP diluted weighted average common shares outstanding.
The non-GAAP adjustments, and Akamai's basis for excluding them from non-GAAP financial measures, are outlined below:
The release contains information about future expectations, plans and prospects of Akamai's management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements about expected benefits to Akamai from the acquisition. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, failure to close the transaction expeditiously or at all, inability to successfully integrate the technology and personnel of Janrain, failure to achieve expected post-closing financial results, failure to provide expected benefits of combined technologies, and other factors that are discussed in the Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.
Akamai secures and delivers digital experiences for the world’s largest companies. Akamai’s intelligent edge platform surrounds everything, from the enterprise to the cloud, so customers and their businesses can be fast, smart, and secure. Top brands globally rely on Akamai to help them realize competitive advantage through agile solutions that extend the power of their multi-cloud architectures. Akamai keeps decisions, apps and experiences closer to users than anyone - and attacks and threats far away. Akamai’s portfolio of edge security, web and mobile performance, enterprise access and video delivery solutions is supported by unmatched customer service, analytics and 24/7/365 monitoring. To learn why the world’s top brands trust Akamai, visit www.akamai.com, blogs.akamai.com, or @Akamai on Twitter.