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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-Q


     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2003
 
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 000-26521

Ask Jeeves, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
  94-3334199
(State or other jurisdiction of
Incorporation or organization)
  (IRS Employer
Identification No.)

5858 Horton St., Suite 350, Emeryville, CA 94608

(Address of principal executive offices, including zip code)

(510) 985-7400

(Registrant’s telephone number, including area code)

     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 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 registrant’s Common Stock as of April 29, 2003 was 43,400,414.

The Exhibit Index begins on page 42.




TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Under Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX
Exhibit 10.1.3.3
Exhibit 99.1


Table of Contents

ASK JEEVES, INC.

TABLE OF CONTENTS

             
Page

PART I. FINANCIAL INFORMATION
Item 1.
  Unaudited Condensed Consolidated Financial Statements:        
    Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002     4  
    Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002     5  
    Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002     6  
    Notes to the Unaudited Condensed Consolidated Financial Statements     7  
Item 2.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     14  
Item 3.
  Quantitative and Qualitative Disclosure About Market Risk     37  
Item 4.
  Controls and Procedures     37  
PART II. OTHER INFORMATION
Item 1.
  Legal Proceedings     38  
Item 2.
  Change in Securities     38  
Item 3.
  Defaults Upon Senior Securities     38  
Item 4.
  Submission of Matters to a Vote of Securities Holders     38  
Item 5.
  Other Information     38  
Item 6.
  Exhibits and Reports on Form 8-K     38  
    Signatures     39  
    Certifications     40, 41  

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Cautionary Note regarding Forward-Looking Statements

      In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “assume” or other similar expressions, although not all forward-looking statements contain these identifying words. All statements in this report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, and results that might be obtained by pursuing management’s current plans and objectives are forward-looking statements. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which this report was filed with the SEC. We expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders. Many important factors that could cause such a difference are described in this Quarterly Report under the caption “Risk Factors” as well as in our most recent Annual Report on Form 10-K under the captions “Competition,” “Proprietary Rights” and “Risk Factors,” all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this report.

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PART I. FINANCIAL INFORMATION

 
Item 1. Unaudited Condensed Consolidated Financial Statements

ASK JEEVES, INC.

 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
                     
March 31, December 31,
2003 2002


(Unaudited) (Note 1)
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 31,848     $ 27,613  
 
Marketable securities
    7,289       5,762  
 
Restricted cash and marketable securities
    11,065       11,065  
     
     
 
   
Total cash, cash equivalents and marketable securities
    50,202       44,440  
 
Accounts receivable, net
    9,436       9,554  
 
Prepaid expenses and other current assets
    2,679       2,634  
     
     
 
   
Total current assets
    62,317       56,628  
Property and equipment, net
    10,127       11,306  
Intangible assets, net
    2,419       2,948  
Other long-term assets
    1,275       1,294  
     
     
 
   
Total assets
  $ 76,138     $ 72,176  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable and other accrued liabilities
  $ 10,326     $ 8,487  
 
Accrued compensation and related expenses
    3,772       4,163  
 
Accrued restructuring costs
    2,060       1,907  
 
Deferred revenue
    9,242       10,790  
 
Deferred gain on joint venture
          6,226  
 
Borrowings under line of credit
    11,000       11,000  
     
     
 
   
Total current liabilities
    36,400       42,573  
Other liabilities
    326       326  
     
     
 
   
Total liabilities
    36,726       42,899  
Commitments and contingencies
               
Stockholders’ equity:
               
 
Convertible preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding
           
 
Common stock, $.001 par value; 150,000,000 shares authorized; 42,871,824 and 41,418,334 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively
    728,021       725,366  
 
Deferred stock compensation
    (5 )     (7 )
 
Accumulated deficit
    (689,044 )     (696,735 )
 
Accumulated other comprehensive income
    440       653  
     
     
 
   
Total stockholders’ equity
    39,412       29,277  
     
     
 
   
Total liabilities and stockholders’ equity
  $ 76,138     $ 72,176  
     
     
 

See accompanying notes to the condensed consolidated financial statements.

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ASK JEEVES, INC.

 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per share data)
                   
Three Months Ended

March 31, 2003 March 31, 2002


Revenues:
               
 
Web Properties
  $ 21,584     $ 10,804  
 
Jeeves Solutions(1)
    3,578       5,273  
     
     
 
Total revenues
    25,162       16,077  
Cost of revenues:
               
 
Web Properties
    5,038       3,699  
 
Jeeves Solutions
    1,190       2,046  
     
     
 
Total cost of revenues
    6,228       5,745  
     
     
 
Gross profit
    18,934       10,332  
Operating expenses:
               
 
Product development
    4,296       5,774  
 
Sales and marketing
    8,169       10,033  
 
General and administrative
    4,281       4,146  
 
Impairment of long-lived assets
          2,231  
 
Restructuring costs
    466        
     
     
 
Total operating expenses
    17,212       22,184  
     
     
 
Operating income (loss)
    1,722       (11,852 )
Gain on acquisition of joint venture
    6,124       974  
Interest and other income, net
    180       439  
     
     
 
Net income (loss) before income tax provision
    8,026       (10,439 )
Income tax provision
    335        
     
     
 
Net income (loss)
  $ 7,691     $ (10,439 )
     
     
 
Net income (loss) per share:
               
 
Basic
  $ 0.18     $ (0.26 )
     
     
 
 
Diluted
  $ 0.16     $ (0.26 )
     
     
 
Weighted average shares outstanding:
               
 
Basic
    42,197,514       39,517,426  
     
     
 
 
Diluted
    48,619,325       39,517,426  
     
     
 
(1) Revenues from related parties
  $ 1,131     $ 2,772  
     
     
 

      See accompanying notes to the condensed consolidated financial statements.

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ASK JEEVES, INC.

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
                     
Three Months Ended

March 31, March 31,
2003 2002


Operating activities
               
Net income (loss)
  $ 7,691     $ (10,439 )
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
 
Depreciation and amortization
    2,026       2,419  
 
Stock-based compensation
    34       41  
 
Amortization of goodwill and intangible assets
    529       563  
 
Impairment charge for long-lived assets
          2,231  
 
Gain on acquisition of joint venture
    (6,124 )     (974 )
 
Changes in operating assets and liabilities:
               
   
Accounts receivable
    118       (477 )
   
Prepaid expenses and other assets
    (26 )     (436 )
   
Accounts payable and other accrued liabilities
    2,072       (3,068 )
   
Accrued compensation and related expenses
    452       (536 )
   
Accrued restructuring costs
    153       (16,916 )
   
Deferred revenue
    (1,548 )     (2,445 )
     
     
 
Net cash provided by (used in) operating activities
    5,377       (30,037 )
Investing activities
               
Purchases of property and equipment
    (847 )     (438 )
Purchases of marketable securities
    (1,544 )      
Redemption of restricted marketable securities
          13,700  
Redemption of marketable securities
          5,319  
Business combinations, net of cash
    (102 )     5,481  
     
     
 
Net cash provided by (used in) investing activities
    (2,493 )     24,062  
Financing activities
               
Issuance of common stock
    1,780       748  
Repayment of capital lease obligations
    (233 )     (220 )
     
     
 
Net cash provided by financing activities
    1,547       528  
     
     
 
Effect of exchange rate changes on cash and cash equivalents
    (196 )     14  
     
     
 
Increase (decrease) in cash and cash equivalents
    4,235       (5,433 )
Cash and cash equivalents at beginning of period
    27,613       33,125  
     
     
 
Cash and cash equivalents at end of period
  $ 31,848     $ 27,692  
     
     
 
Supplemental disclosure of non-cash investing and financing activities
               
Common stock issued for acquisition of joint venture
  $     $ 1,250  
     
     
 
Interest paid
  $ 821     $ 183  
     
     
 

See accompanying notes to the condensed consolidated financial statements.

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ASK JEEVES, INC.

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
The Company

      Ask Jeeves, Inc. (“Ask Jeeves” or the “Company”) is a provider of Web-based search and self-service technologies. The Company creates a search experience focused on understanding users’ specific needs and interests and connecting them to the most relevant information, products and services.

      The Company’s Web Properties division administers its own Web site search results at Ask.com, Ask.co.uk, Teoma.com and AJKids.com. It generates revenue in two ways: first by offering advertisers a variety of targeted tools for promoting their products to the Company’s broad user base; and second, by syndicating its search results and ad products to third party Web sites, including portals, infomediaries, and content and destination Web sites.

      The Company’s Jeeves Solutions division offers software and services to its corporate customers. Jeeves Solutions’ core software application, JeevesOne, allows corporate customers to add its intuitive search engine to their corporate Internet or intranet sites. With the purchase of additional modules, JeevesOne allows users to search and access a variety of linked enterprise systems and legacy databases. With the addition of Jeeves Analytics, the Company’s corporate customers can learn about their users’ behavior, interests and usage trends so as to serve the needs of their customers.

      The Company was incorporated in California in June 1996 and reincorporated in Delaware in June 1999.

 
Basis of Presentation

      The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Investments in the Ask Jeeves Japan joint venture in which the Company has significant influence but does not have a controlling interest are accounted for under the equity method and investments in which the Company does not have the ability to exert significant influence are accounted for at cost. All significant intercompany transactions and balances have been eliminated upon consolidation.

      The accompanying condensed consolidated financial statements as of March 31, 2003 and for the three months ended March 31, 2003 and 2002 are unaudited but include all adjustments (consisting of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair statement of the consolidated financial position, operating results and cash flows as of the interim date and for the periods presented. Results for the interim period ended March 31, 2003 are not necessarily indicative of results for the entire fiscal year or future periods. The condensed consolidated balance sheet at December 31, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

 
Use of Estimates

      The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

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ASK JEEVES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
Net Income (Loss) Per Share

      Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options and warrants. Potentially dilutive securities have been excluded from the computation of diluted net loss per share, as their effect is antidilutive.

 
Stock-based Compensation

      The Company accounts for employee stock options using the intrinsic value method and makes the required pro forma disclosures as if the fair value method had been used. Compensation expense based on the difference, if any, on the measurement date (generally the date of grant) between the estimated fair value of the Company’s stock and the exercise price of options to purchase that stock is amortized over the vesting period of the related option using the graded vesting method.

      Had compensation cost for the Company’s stock-based compensation plans been determined using the fair value at the grant dates for awards under those plans, calculated using the Black Scholes valuation model, the Company’s net income (loss) and basic and diluted net income (loss) per share would have been adjusted to the pro forma amounts indicated below (in thousands, except per share amounts):

                   
Three Months Ended

March 31, 2003 March 31, 2002


Net income(loss), as reported
  $ 7,691     $ (10,439 )
Deduct:
               
Total stock-based employee compensation expense determined under fair value based method for ESPP
    (107 )     (69 )
Total stock-based employee compensation expense determined under fair value based method for stock options
    (1,590 )     (605 )
     
     
 
Net income(loss), pro forma
  $ 5,994     $ (11,113 )
     
     
 
Net income(loss) per share:
               
 
Basic, as reported
  $ 0.18     $ (0.26 )
 
Basic, pro forma
  $ 0.14     $ (0.28 )
 
Diluted, as reported
  $ 0.16     $ (0.26 )
 
Diluted, pro forma
  $ 0.12     $ (0.28 )
 
Recent Accounting Pronouncements

      In July 2002, the Financial Accounting Standards Board (or, FASB) issued Statement of Financial Accounting Standards (or, SFAS) No. 146, Accounting for Costs Associated with Exit and Disposal Activities. This statement supercedes the accounting for exit and disposal activities under Emerging Issues Task Force (or, EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. Commitment to a plan to exit an activity or dispose of long-lived assets is no longer sufficient to record a one-time charge for most anticipated costs. Instead, SFAS 146 requires exit or disposal costs be recorded when they are “incurred” and can be measured at fair value. SFAS 146 further requires that the recorded liability be adjusted for changes in estimated cash flows. The

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ASK JEEVES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

provisions of SFAS 146 are effective prospectively for exit or disposal activities initiated after December 31, 2002. Previously issued financial statements cannot be restated for the effect of the provisions of SFAS 146 and liabilities previously recorded under EITF Issue No. 94-3 are grandfathered. The Company adopted SFAS 146 on January 1, 2003 and it did not have an impact on the Company’s consolidated financial statements.

      In November 2002, the EITF reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company does not believe EITF Issue No. 00-21 will have a material impact on its consolidated financial statements.

      During November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34” (“FIN 45”). FIN 45 elaborates on the existing disclosure requirements for a guarantor in its interim and annual financial statements regarding its obligations under guarantees issued. It also clarifies that at the time a guarantee is issued, the guarantor must recognize an initial liability for the fair value of the obligations it assumes under the guarantee and must disclose that information in its financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements apply to guarantees outstanding as of December 31, 2002. The Company adopted the provisions of FIN 45 as of January 1, 2003. See further discussion regarding indemnifications in Note 3.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. This statement amends Statement 123, Accounting for Stock-Based Compensation, 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, Statement 148 amends the disclosure requirements of Statement 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. The Company adopted Statement 148 effective January 1, 2003.

      In January 2003, the Financial Accounting Standards Board issued FASB Interpretation 46 Consolidation of Variable Interest Entities. The interpretation defines variable interest entities as those in which equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or entities in which equity investors lack certain essential characteristics of a controlling financial interest. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests, which are the ownership, contractual, or other pecuniary interests in an entity. The primary beneficiary is required to consolidate the financial position and results of operations of the variable interest entity. The interpretation applies immediately to interests in variable interest entities acquired after January 31, 2003 and for the first fiscal year or interim period beginning after June 15, 2003 for interests previously acquired in such entities. The Company believes that adoption of this statement will not have a material effect on its consolidated financial statements.

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ASK JEEVES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) (Continued)

1. SUMMARY OF