Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO 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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| For the transition period from to | ||
Commission File Number 000-26521
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Delaware
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94-3334199 | |
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(State or other jurisdiction of Incorporation or organization) |
(IRS Employer Identification No.) |
5858 Horton St., Suite 350, Emeryville, CA 94608
(510) 985-7400
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 registrants Common Stock as of April 29, 2003 was 43,400,414.
The Exhibit Index begins on page 42.
ASK JEEVES, INC.
TABLE OF CONTENTS
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
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Item 1.
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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 | |||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||||
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Item 3.
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Quantitative and Qualitative Disclosure About Market Risk | 37 | ||||
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Item 4.
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Controls and Procedures | 37 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 1.
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Legal Proceedings | 38 | ||||
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Item 2.
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Change in Securities | 38 | ||||
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Item 3.
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Defaults Upon Senior Securities | 38 | ||||
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Item 4.
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Submission of Matters to a Vote of Securities Holders | 38 | ||||
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Item 5.
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Other Information | 38 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 38 | ||||
| Signatures | 39 | |||||
| Certifications | 40, 41 | |||||
2
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 managements 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.
3
PART I. FINANCIAL INFORMATION
| Item 1. | Unaudited Condensed Consolidated Financial Statements |
ASK JEEVES, INC.
| March 31, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | (Note 1) | |||||||||
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 31,848 | $ | 27,613 | ||||||
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Marketable securities
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7,289 | 5,762 | ||||||||
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Restricted cash and marketable securities
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11,065 | 11,065 | ||||||||
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Total cash, cash equivalents and marketable
securities
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50,202 | 44,440 | ||||||||
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Accounts receivable, net
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9,436 | 9,554 | ||||||||
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Prepaid expenses and other current assets
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2,679 | 2,634 | ||||||||
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Total current assets
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62,317 | 56,628 | ||||||||
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Property and equipment, net
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10,127 | 11,306 | ||||||||
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Intangible assets, net
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2,419 | 2,948 | ||||||||
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Other long-term assets
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1,275 | 1,294 | ||||||||
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Total assets
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$ | 76,138 | $ | 72,176 | ||||||
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable and other accrued liabilities
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$ | 10,326 | $ | 8,487 | ||||||
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Accrued compensation and related expenses
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3,772 | 4,163 | ||||||||
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Accrued restructuring costs
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2,060 | 1,907 | ||||||||
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Deferred revenue
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9,242 | 10,790 | ||||||||
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Deferred gain on joint venture
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| 6,226 | ||||||||
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Borrowings under line of credit
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11,000 | 11,000 | ||||||||
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Total current liabilities
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36,400 | 42,573 | ||||||||
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Other liabilities
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326 | 326 | ||||||||
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Total liabilities
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36,726 | 42,899 | ||||||||
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Commitments and contingencies
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Stockholders equity:
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Convertible preferred stock, $.001 par value;
5,000,000 shares authorized; no shares issued or outstanding
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Common stock, $.001 par value; 150,000,000 shares
authorized; 42,871,824 and 41,418,334 shares issued and
outstanding at March 31, 2003 and December 31, 2002,
respectively
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728,021 | 725,366 | ||||||||
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Deferred stock compensation
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(5 | ) | (7 | ) | ||||||
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Accumulated deficit
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(689,044 | ) | (696,735 | ) | ||||||
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Accumulated other comprehensive income
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440 | 653 | ||||||||
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Total stockholders equity
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39,412 | 29,277 | ||||||||
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Total liabilities and stockholders equity
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$ | 76,138 | $ | 72,176 | ||||||
See accompanying notes to the condensed consolidated financial statements.
4
ASK JEEVES, INC.
| Three Months Ended | |||||||||
| March 31, 2003 | March 31, 2002 | ||||||||
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Revenues:
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Web Properties
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$ | 21,584 | $ | 10,804 | |||||
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Jeeves Solutions(1)
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3,578 | 5,273 | |||||||
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Total revenues
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25,162 | 16,077 | |||||||
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Cost of revenues:
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Web Properties
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5,038 | 3,699 | |||||||
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Jeeves Solutions
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1,190 | 2,046 | |||||||
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Total cost of revenues
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6,228 | 5,745 | |||||||
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Gross profit
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18,934 | 10,332 | |||||||
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Operating expenses:
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Product development
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4,296 | 5,774 | |||||||
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Sales and marketing
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8,169 | 10,033 | |||||||
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General and administrative
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4,281 | 4,146 | |||||||
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Impairment of long-lived assets
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| 2,231 | |||||||
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Restructuring costs
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466 | | |||||||
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Total operating expenses
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17,212 | 22,184 | |||||||
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Operating income (loss)
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1,722 | (11,852 | ) | ||||||
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Gain on acquisition of joint venture
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6,124 | 974 | |||||||
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Interest and other income, net
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180 | 439 | |||||||
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Net income (loss) before income tax provision
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8,026 | (10,439 | ) | ||||||
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Income tax provision
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335 | | |||||||
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Net income (loss)
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$ | 7,691 | $ | (10,439 | ) | ||||
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Net income (loss) per share:
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Basic
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$ | 0.18 | $ | (0.26 | ) | ||||
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Diluted
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$ | 0.16 | $ | (0.26 | ) | ||||
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Weighted average shares outstanding:
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Basic
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42,197,514 | 39,517,426 | |||||||
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Diluted
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48,619,325 | 39,517,426 | |||||||
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(1) Revenues from related parties
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$ | 1,131 | $ | 2,772 | |||||
See accompanying notes to the condensed consolidated financial statements.
5
ASK JEEVES, INC.
| Three Months Ended | ||||||||||
| March 31, | March 31, | |||||||||
| 2003 | 2002 | |||||||||
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Operating activities
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Net income (loss)
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$ | 7,691 | $ | (10,439 | ) | |||||
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Adjustment to reconcile net income (loss) to
net cash provided by (used in) operating activities:
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Depreciation and amortization
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2,026 | 2,419 | ||||||||
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Stock-based compensation
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34 | 41 | ||||||||
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Amortization of goodwill and intangible assets
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529 | 563 | ||||||||
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Impairment charge for long-lived assets
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| 2,231 | ||||||||
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Gain on acquisition of joint venture
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(6,124 | ) | (974 | ) | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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118 | (477 | ) | |||||||
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Prepaid expenses and other assets
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(26 | ) | (436 | ) | ||||||
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Accounts payable and other accrued liabilities
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2,072 | (3,068 | ) | |||||||
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Accrued compensation and related expenses
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452 | (536 | ) | |||||||
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Accrued restructuring costs
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153 | (16,916 | ) | |||||||
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Deferred revenue
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(1,548 | ) | (2,445 | ) | ||||||
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Net cash provided by (used in) operating
activities
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5,377 | (30,037 | ) | |||||||
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Investing activities
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Purchases of property and equipment
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(847 | ) | (438 | ) | ||||||
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Purchases of marketable securities
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(1,544 | ) | | |||||||
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Redemption of restricted marketable securities
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| 13,700 | ||||||||
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Redemption of marketable securities
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| 5,319 | ||||||||
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Business combinations, net of cash
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(102 | ) | 5,481 | |||||||
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Net cash provided by (used in) investing
activities
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(2,493 | ) | 24,062 | |||||||
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Financing activities
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Issuance of common stock
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1,780 | 748 | ||||||||
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Repayment of capital lease obligations
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(233 | ) | (220 | ) | ||||||
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Net cash provided by financing activities
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1,547 | 528 | ||||||||
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Effect of exchange rate changes on cash and cash
equivalents
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(196 | ) | 14 | |||||||
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Increase (decrease) in cash and cash
equivalents
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4,235 | (5,433 | ) | |||||||
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Cash and cash equivalents at beginning of period
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27,613 | 33,125 | ||||||||
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Cash and cash equivalents at end of period
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$ | 31,848 | $ | 27,692 | ||||||
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Supplemental disclosure of non-cash investing
and financing activities
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Common stock issued for acquisition of joint
venture
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$ | | $ | 1,250 | ||||||
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Interest paid
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$ | 821 | $ | 183 | ||||||
See accompanying notes to the condensed consolidated financial statements.
6
ASK JEEVES, INC.
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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 Companys 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 Companys 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 Companys 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 | ||||||||
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Net income(loss), as reported
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$ | 7,691 | $ | (10,439 | ) | ||||
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Deduct:
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Total stock-based employee compensation expense
determined under fair value based method for ESPP
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(107 | ) | (69 | ) | |||||
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Total stock-based employee compensation expense
determined under fair value based method for stock options
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(1,590 | ) | (605 | ) | |||||
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Net income(loss), pro forma
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$ | 5,994 | $ | (11,113 | ) | ||||
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Net income(loss) per share:
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Basic, as reported
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$ | 0.18 | $ | (0.26 | ) | ||||
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Basic, pro forma
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$ | 0.14 | $ | (0.28 | ) | ||||
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Diluted, as reported
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$ | 0.16 | $ | (0.26 | ) | ||||
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Diluted, pro forma
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$ | 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
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 Companys 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, Guarantors 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 entitys 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.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF