UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended March 31, 2003 | ||
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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 |
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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) |
8 Cambridge Center
(617)-444-3000
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 May 12, 2003: 118,260,226 shares.
AKAMAI TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2003
TABLE OF CONTENTS
| Page | ||||||
| PART I. Financial Information | ||||||
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Item 1.
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Financial Statements | 2 | ||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk | 25 | ||||
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Item 4.
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Controls and Procedures | 26 | ||||
| PART II. Other Information | ||||||
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Item 1.
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Legal Proceedings | 27 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 27 | ||||
| Signatures | 28 | |||||
| Certifications | 29 | |||||
1
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands, except per share data) | ||||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
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Current assets:
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Cash and cash equivalents
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$ | 98,632 | $ | 111,262 | ||||||
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Marketable securities (including restricted
securities of $7,622 and $3,161 at March 31, 2003 and
December 31, 2002, respectively)
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8,099 | 3,664 | ||||||||
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Accounts receivable, net of allowance for
doubtful accounts of $993 and $1,939 at March 31, 2003 and
December 31, 2002, respectively
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20,901 | 16,290 | ||||||||
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Due from related parties (Note 11)
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165 | 1,284 | ||||||||
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Prepaid expenses and other current assets
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6,933 | 9,183 | ||||||||
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Total current assets
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134,730 | 141,683 | ||||||||
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Property and equipment, net
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49,965 | 63,159 | ||||||||
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Restricted marketable securities
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3,211 | 10,244 | ||||||||
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Goodwill
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4,937 | 4,937 | ||||||||
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Other intangible assets, net (Note 10)
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275 | 2,473 | ||||||||
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Other assets
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6,406 | 7,367 | ||||||||
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Total assets
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$ | 199,524 | $ | 229,863 | ||||||
| LIABILITIES AND STOCKHOLDERS DEFICIT | ||||||||||
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Current liabilities:
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Accounts payable
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$ | 15,215 | $ | 16,847 | ||||||
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Accrued expenses (Note 8)
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25,747 | 37,062 | ||||||||
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Deferred revenue
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2,590 | 2,361 | ||||||||
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Current portion of obligations under capital
leases and vendor financing
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1,896 | 1,207 | ||||||||
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Current portion of accrued restructuring (Note 9)
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20,721 | 23,622 | ||||||||
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Total current liabilities
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66,169 | 81,099 | ||||||||
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Obligations under capital leases and vendor
financing, net of current portion
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10 | 1,006 | ||||||||
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Accrued restructuring, net of current portion
(Note 9)
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4,860 | 13,994 | ||||||||
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Other liabilities
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2,038 | 1,854 | ||||||||
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Convertible notes
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300,000 | 300,000 | ||||||||
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Total liabilities
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373,077 | 397,953 | ||||||||
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Commitments, contingencies and guarantees
(Note 12)
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Stockholders deficit:
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Preferred stock, $0.01 par value;
5,000,000 shares authorized; no shares issued or
outstanding at March 31, 2003 and December 31, 2002
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Common stock, $0.01 par value;
700,000,000 shares authorized; 117,843,053 shares issued
and outstanding at March 31, 2003; 117,660,254 shares
issued and outstanding at December 31, 2002
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1,178 | 1,177 | ||||||||
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Additional paid-in capital
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3,428,059 | 3,428,434 | ||||||||
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Deferred compensation
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(6,385 | ) | (9,895 | ) | ||||||
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Notes receivable for stock
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(3,506 | ) | (3,473 | ) | ||||||
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Accumulated other comprehensive income (loss)
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63 | (18 | ) | |||||||
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Accumulated deficit
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(3,592,962 | ) | (3,584,315 | ) | ||||||
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Total stockholders deficit
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(173,553 | ) | (168,090 | ) | ||||||
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Total liabilities and stockholders deficit
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$ | 199,524 | $ | 229,863 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months | ||||||||||
| Ended March 31, | ||||||||||
| 2003 | 2002 | |||||||||
| (In thousands, except per | ||||||||||
| share data) | ||||||||||
| (Unaudited) | ||||||||||
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Revenue:
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Service
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$ | 35,556 | $ | 34,917 | ||||||
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License and other
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934 | 464 | ||||||||
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Service and license from related parties
(Note 11)
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74 | 2,546 | ||||||||
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Total revenue
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36,564 | 37,927 | ||||||||
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Cost and operating expenses:
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Cost of revenue
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17,885 | 23,311 | ||||||||
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Research and development
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3,472 | 6,388 | ||||||||
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Sales and marketing
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11,089 | 17,012 | ||||||||
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General and administrative
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16,071 | 24,603 | ||||||||
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Amortization of other intangible assets
(Note 10)
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2,198 | 5,237 | ||||||||
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Restructuring charges (Note 9)
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(9,820 | ) | 12,409 | |||||||
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Total cost and operating expenses
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40,895 | 88,960 | ||||||||
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Loss from operations
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(4,331 | ) | (51,033 | ) | ||||||
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Interest expense, net
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(4,228 | ) | (3,574 | ) | ||||||
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Loss on investments, net (Note 6)
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(15 | ) | (4,328 | ) | ||||||
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Loss before provision for income taxes
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(8,574 | ) | (58,935 | ) | ||||||
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Provision for income taxes
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73 | 123 | ||||||||
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Net loss
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$ | (8,647 | ) | $ | (59,058 | ) | ||||
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Basic and diluted net loss per share
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$ | (0.07 | ) | $ | (0.54 | ) | ||||
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Weighted average common shares outstanding
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116,398 | 109,693 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AKAMAI TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Three Months | |||||||||||
| Ended March 31, | |||||||||||
| 2003 | 2002 | ||||||||||
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| (Unaudited) | |||||||||||
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Cash flows from operating activities:
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Net loss
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$ | (8,647 | ) | $ | (59,058 | ) | |||||
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Adjustments to reconcile net loss to net cash
used in operating activities:
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Depreciation, amortization and impairment of
long-lived assets
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17,792 | 26,838 | |||||||||
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Equity-related compensation
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2,971 | 6,371 | |||||||||
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Interest income on notes receivable for stock
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(33 | ) | (32 | ) | |||||||
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Loss on investments, property and equipment and
foreign currency
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170 | 4,438 | |||||||||
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Changes in operating assets and liabilities:
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Accounts receivable, net
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(3,444 | ) | 2,585 | ||||||||
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Prepaid expenses and other current assets
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2,729 | (1,439 | ) | ||||||||
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Accounts payable, accrued expenses and other
current liabilities
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(13,031 | ) | (12,463 | ) | |||||||
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Deferred revenue
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216 | 537 | |||||||||
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Other noncurrent assets and liabilities
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(11,724 | ) | (3,746 | ) | |||||||
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Net cash used in operating activities
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(13,001 | ) | (35,969 | ) | |||||||
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Cash flows from investing activities:
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Purchases of property and equipment and additions
to internal-use software
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(2,202 | ) | (2,789 | ) | |||||||
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Proceeds from sales of property and equipment
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44 | 189 | |||||||||
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Proceeds from sales and maturities of investments
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2,569 | 23,473 | |||||||||
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Net cash provided by investing activities
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411 | 20,873 | |||||||||
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Cash flows from financing activities:
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Payments on capital leases and vendor financing
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(307 | ) | (267 | ) | |||||||
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Proceeds from the issuance of common stock under
stock option plans
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164 | 403 | |||||||||
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Net cash (used in) provided by financing
activities
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(143 | ) | 136 | ||||||||
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Effects of exchange rate translation on cash and
cash equivalents
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103 | (5 | ) | ||||||||
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Net decrease in cash and cash equivalents
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(12,630 | ) | (14,965 | ) | |||||||
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Cash and cash equivalents, beginning of period
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111,262 | 78,774 | |||||||||
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Cash and cash equivalents, end of period
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$ | 98,632 | $ | 63,809 | |||||||
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Supplemental disclosure of cash flows information:
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Cash paid for interest
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$ | 8,302 | $ | 8,257 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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 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 15,000 servers in more than 1,100 networks in 68 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 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 the 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 fair value. The guidance in this issue is effective for revenue arrangements entered into 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. This Interpretation 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 entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company is currently evaluating the impact that FIN 46 will have on its consolidated financial statements. In particular, the Company is evaluating whether Akamai Australia, a joint venture, is a variable interest entity. See Note 11 for discussion of Akamai Australia.
| 3. | Equity-Related Compensation |
In December 2002, the FASB issued Statement of Financial Accounting Standards, (SFAS), No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an amendment of FASB Statement 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.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, Accounting for Stock-Based Compensation, 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 March 31, | |||||||||
| 2003 | 2002 | ||||||||
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Net loss, as reported
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$ | (8,647 | ) | $ | (59,058 | ) | |||
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Stock-based employee compensation included in
reported net loss
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2,964 | 6,336 | |||||||
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Total stock-based employee compensation expense
determined under fair value method for all awards
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(12,132 | ) | (13,891 | ) | |||||
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Pro forma net loss
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$ | (17,815 | ) | $ | (66,613 | ) | |||
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Basic and diluted net loss per share:
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As reported
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$ | (0.07 | ) | $ | (0.54 | ) | |||
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Pro forma
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$ | (0.15 | ) | $ | (0.61 | ) | |||
| 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 March 31, | ||||||||
| 2003 | 2002 | |||||||
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Stock options
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14,613,115 | 13,832,361 | ||||||
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Warrants
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1,046,737 | 1,052,694 | ||||||
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Unvested restricted common stock
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1,275,539 | 4,587,507 | ||||||
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Contingently issuable stock
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| 2,500,000 | ||||||
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Convertible notes
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2,598,077 | 2,598,077 | ||||||
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 5. | Comprehensive Loss |
The following table presents the calculation of comprehensive loss and its components for the three months ended March 31, 2003 and 2002 (in thousands):
| For the Three Months | |||||||||
| Ended March 31, | |||||||||
| 2003 | 2002 | ||||||||
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Net loss
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$ | (8,647 | ) | $ | (59,058 | ) | |||
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Other comprehensive income (loss):
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Foreign currency translation adjustment
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111 | 12 | |||||||
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Unrealized loss on investments
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(30 | ) | (291 | ) | |||||
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Comprehensive loss
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$ | (8,566 | ) | $ | (59,337 | ) | |||
Accumulated other comprehensive income (loss) as of March 31, 2003 and December 31, 2002 consisted of (in thousands):
| As of | As of | ||||||||
| March 31, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
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Foreign currency translation adjustment
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$ | 143 | $ | 32 | |||||
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Unrealized loss on investments
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(80 | ) | (50 | ) | |||||
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Total accumulated other comprehensive income
(loss)
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$ | 63 | $ | (18 | ) | ||||
| 6. | Loss on Investments |
For the three months ended March 31, 2003, loss on investments included approximately $15,000 of realized investment losses from sale of marketable securities. For the three months ended March 31, 2002, the Company recorded a loss of $4.3 million related to its investment in Netaxs, Inc. (Netaxs), a related party at the time of transaction, which was realized as a result of a merger transaction between Netaxs and FASTNET Corporation in April 2002. As a result of the merger, the Company received total consideration of $278,000 in the form of cash and FASTNET common stock in exchange for the Companys equity holdings in Netaxs.
| 7. | Asset Retirement Obligation |
In January 2003, the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses the accounting and reporting requirements for obligations associated with the retirement of tangible long-lived assets. As a result of adopting this statement, the Company recorded an asset retirement obligation and associated long-lived asset of $109,000 as of January 1, 2003 for the fair value of a contractual obligation to remove leasehold improvements at the conclusion of the Companys facility lease in Cambridge, Massachusetts. The obligation and asset are classified on the Companys consolidated balance sheet as of March 31, 2003 as non-current liabilities and property and equipment, respectively. The Company will amortize the asset and accrete the obligation over the remaining life of the associated leasehold improvements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 8. | Accrued Expenses |
Accrued expenses consist of the following (in thousands):
| As of March 31, | As of December 31, | |||||||