Delaware | 000-50327 | 93-1214598 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3800 Bridge Parkway, Redwood Shores, California | 94065 | |
(Address of principal executive offices) | (Zip Code) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXHIBIT 99.1 |
Exhibit No. | Description | |
99.1 | Press Release dated May 7, 2015, announcing iPass Inc.’s First Quarter 2015 Financial Results. |
iPass Inc. | ||
By: | /s/ Karen Willem | |
Name: | Karen Willem | |
Title: | Senior Vice President and Chief Financial Officer | |
(Principal Financial Officer) |
Exhibit No. | Description | |
99.1 | Press Release dated May 7, 2015, announcing iPass Inc.’s First Quarter 2015 Financial Results. |
• | Open Mobile (OM) revenue for the first quarter of 2015 was $15.3 million compared with $15.2 million in the fourth quarter of 2014 and $13.6 million in the first quarter of 2014. |
• | Total revenue in the first quarter of 2015 was $16.6 million compared with $17.2 million in the fourth quarter of 2014 and $17.6 million in the first quarter of 2014 (from continuing operations). |
• | GAAP total net loss for the first quarter of 2015 was $3.4 million compared with GAAP total net loss of $3.9 million in the fourth quarter of 2014 and GAAP total net loss of $5.5 million in the first quarter of 2014 (which included $0.4m of net income from discontinued operations). |
• | Adjusted EBITDA loss for the first quarter of 2015 was $2.3 million compared with $2.3 million in the fourth quarter of 2014 and $4.8 million in the first quarter of 2014. Q1’15 significantly outperformed guidance as the company initiated cost cutting efforts in advance of the restructuring event it announced today. |
• | Deferred Revenue at March 31, 2015, was $1.5 million compared with $0.6 million at December 31, 2014, an increase of 150% over the prior quarter. The majority of this increase is driven by the Hewlett-Packard deal signed in the third quarter of 2014 in the Asia-Pacific region. |
• | Launched iPass UNLIMITED to offer Wi-Fi as a service, sold on a per-user per-month fixed fee for unlimited usage. |
• | New logo Annual Contract Value (ACV) for the first quarter of 2015 was $0.4 million. The company believes that as it migrates its sales efforts to a more SaaS-like recurring fixed fee model, ACV will become a key reporting metric. |
• | Released new capabilities in the OM client to automatically assign user credentials, removing the need for users to actively manage their sign-on passwords and password resets - early stage iPass INVISIBLE success. |
Total Revenue | $15.4 – 17.4 million |
Adjusted EBITDA Income / (Loss) (1) | $ (2.5) – (1.0) million |
(1) | A reconciliation of Adjusted EBITDA income (loss) to GAAP net loss is provided in the attached schedules. The guidance for Adjusted EBITDA income (loss) for the second quarter of 2015 does not include an estimate of any foreign exchange gains or losses, costs to be incurred in the ongoing proxy contest, or transition costs associated with completing the restructuring event announced today. |
1) | To provide an additional analytical tool for understanding the company’s financial performance by excluding the impact of items which may obscure trends in the core operating performance of the business; |
2) | To provide consistency and enhance investors’ ability to compare the company’s performance across financial reporting periods; and |
3) | To facilitate comparisons to the operating results of other companies in the company’s industry, which may use similar financial measures to supplement their GAAP results. |
(unaudited; in millions) | Q1'15 | Q4'14 | Q1'14 | ||||||||
Revenue: | $16.6 | $17.2 | $17.6 | ||||||||
Open Mobile | 15.3 | 15.2 | 13.6 | ||||||||
Open Mobile Enterprise: | 14.2 | 14.4 | 12.8 | ||||||||
Network | 10.4 | 10.5 | 8.8 | ||||||||
Platform | 3.8 | 3.9 | 4.0 | ||||||||
Open Mobile Exchange | 1.1 | 0.8 | 0.8 | ||||||||
Legacy iPC: | 1.3 | 2.0 | 4.0 | ||||||||
Network Gross Margin (1) | 45.3 | % | 43.3 | % | 41.7 | % | |||||
Loss from Continuing Operations (pre-tax) | $ | (3.3 | ) | $ | (4.0 | ) | $ | (6.1 | ) | ||
(Provision for) Benefit from Income Tax | (0.1 | ) | 1.6 | 0.2 | |||||||
GAAP Net Loss from Continuing Operations | $ | (3.4 | ) | $ | (2.4 | ) | $ | (5.9 | ) | ||
Income from discontinued Operations (pre-tax) | $ | — | — | $ | 0.7 | ||||||
Gain on sale of Discontinued Operations (pre-tax) | — | — | — | ||||||||
Tax Expense on Discontinued Operations (2) | — | (1.5 | ) | (0.3 | ) | ||||||
GAAP Net Income from Discontinued Operations | $ | — | $ | (1.5 | ) | $ | 0.4 | ||||
GAAP Total Net Income (Loss) | $ | (3.4 | ) | $ | (3.9 | ) | $ | (5.5 | ) | ||
Adjusted EBITDA Loss | $ | (2.3 | ) | $ | (2.3 | ) | $ | (4.8 | ) | ||
Cash and Cash Equivalents | $ | 28.6 | $ | 33.8 | $ | 20.1 | |||||
Shares of Common Stock Outstanding at End of Period | 65.5 | 64.8 | 64.4 |
(1) | Network Gross Margin is defined as (Mobility Network Revenue less Network Access Costs) divided by Mobility Network Revenue. |
(2) | Provision for income taxes reflect tax expenses on discontinued operations with an offsetting benefit in continuing operations, representing the iPass' ability to utilize net operating losses to offset tax associated with the gain on the sale of the Unity business. |
Q1'15 | Q4'14 | Q1'14 | |||||||
Wi-Fi Network Users | 83,000 | 84,000 | 71,000 | ||||||
Active Platform Users | 815,000 | 814,000 | 681,000 | ||||||
March 31, 2015 | December 31, 2014 | ||||||||
Deferred Revenue (Short-term plus Long-term) | $ | 1,482 | $ | 552 |
March 31, 2015 | December 31, 2014 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 28,600 | $ | 33,814 | |||
Accounts receivable, net of allowance for doubtful accounts of $104 and $172, respectively | 11,149 | 10,063 | |||||
Prepaid expenses and other current assets | 4,216 | 4,318 | |||||
Total current assets | 43,965 | 48,195 | |||||
Property and equipment, net | 5,805 | 6,213 | |||||
Other assets | 694 | 847 | |||||
Total assets | $ | 50,464 | $ | 55,255 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 6,298 | $ | 7,301 | |||
Accrued liabilities | 6,399 | 7,188 | |||||
Deferred revenue, short-term | 1,158 | 437 | |||||
Total current liabilities | 13,855 | 14,926 | |||||
Deferred revenue, long-term | 324 | 115 | |||||
Vendor financed property and equipment | 572 | 854 | |||||
Other long-term liabilities | 1,034 | 879 | |||||
Total liabilities | $ | 15,785 | $ | 16,774 | |||
Stockholders’ equity: | |||||||
Common stock | 65 | 65 | |||||
Additional paid-in capital | 220,006 | 220,368 | |||||
Accumulated deficit | (185,392 | ) | (181,952 | ) | |||
Total stockholders’ equity | 34,679 | 38,481 | |||||
Total liabilities and stockholders’ equity | $ | 50,464 | $ | 55,255 |
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenue | $ | 16,558 | $ | 17,637 | ||||
Cost of revenues and operating expenses: | ||||||||
Network access costs | 6,675 | 7,207 | ||||||
Network operations | 2,950 | 3,717 | ||||||
Research and development | 2,998 | 3,384 | ||||||
Sales and marketing | 3,182 | 4,565 | ||||||
General and administrative | 4,236 | 4,771 | ||||||
Restructuring charges and related adjustments | 21 | 14 | ||||||
Total cost of revenue and operating expenses | 20,062 | 23,658 | ||||||
Operating loss | (3,504 | ) | (6,021 | ) | ||||
Interest expense, net | (21 | ) | (33 | ) | ||||
Foreign exchange gain (loss), net | 189 | (71 | ) | |||||
Other loss, net | (4 | ) | — | |||||
Loss from continuing operations before income taxes | (3,340 | ) | (6,125 | ) | ||||
(Provision for) benefit from income taxes | (100 | ) | 179 | |||||
Net loss from continuing operations | $ | (3,440 | ) | $ | (5,946 | ) | ||
Net income from discontinued operations | $ | — | $ | 397 | ||||
Total net loss | $ | (3,440 | ) | $ | (5,549 | ) | ||
Total comprehensive net loss | $ | (3,440 | ) | $ | (5,549 | ) | ||
Total net Income (loss) per share - basic and diluted | ||||||||
Loss from continuing operations | $ | (0.05 | ) | $ | (0.09 | ) | ||
Income from discontinued operations | $ | — | $ | — | ||||
Total net loss per share | $ | (0.05 | ) | $ | (0.09 | ) | ||
Weighted average shares outstanding - basic and diluted | 62,846,194 | 64,421,563 |
Three Months Ended | |||||||
March 31 | |||||||
2015 | 2014 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (3,440 | ) | $ | (5,549 | ) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Stock-based compensation (benefit) expense | (362 | ) | 587 | ||||
Depreciation and amortization | 746 | 803 | |||||
Deferred income taxes | (2 | ) | (6 | ) | |||
Loss on disposal of property and equipment | 4 | — | |||||
Recovery of doubtful accounts | (63 | ) | (68 | ) | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (1,024 | ) | 1,096 | ||||
Prepaid expenses and other current assets | 254 | 527 | |||||
Other assets | 3 | 31 | |||||
Accounts payable | (1,152 | ) | (935 | ) | |||
Accrued liabilities | (669 | ) | 792 | ||||
Deferred revenue | 930 | (459 | ) | ||||
Other liabilities | 11 | (63 | ) | ||||
Net cash used in operating activities | (4,764 | ) | (3,244 | ) | |||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (175 | ) | (457 | ) | |||
Net cash used in investing activities | (175 | ) | (457 | ) | |||
Cash flows from financing activities: | |||||||
Net proceeds from issuance of common stock | — | 36 | |||||
Principal payments for vendor financed property and equipment | (275 | ) | (263 | ) | |||
Used in financing activities | (275 | ) | (227 | ) | |||
Net decrease in cash and cash equivalents | (5,214 | ) | (3,928 | ) | |||
Cash and cash equivalents at beginning of period | 33,814 | 24,017 | |||||
Cash and cash equivalents at end of period | $ | 28,600 | $ | 20,089 | |||
Supplemental disclosures of cash flow information: | |||||||
Net cash paid for taxes | $ | 50 | $ | 47 | |||
Accrued amounts for acquisition of property and equipment | $ | 239 | $ | 217 |
Three Months Ended | |||||||||||||
March 31, 2015 | December 31, 2014 | March 31, 2014 | |||||||||||
I | Reconciliation of Adjusted EBITDA Loss to GAAP Total Net Loss: | ||||||||||||
Adjusted EBITDA | $ | (2,293 | ) | $ | (2,282 | ) | $ | (4,794 | ) | ||||
(a) Interest expenses | (21 | ) | (24 | ) | (33 | ) | |||||||
(b) Income tax (expense) benefit | (100 | ) | 1,563 | 179 | |||||||||
(c) Depreciation of property and equipment | (746 | ) | (791 | ) | (713 | ) | |||||||
(d) Stock-based compensation benefit (expense) | 362 | (910 | ) | (571 | ) | ||||||||
(e) Restructuring charges and related adjustments | (21 | ) | 12 | (14 | ) | ||||||||
(f) Other non-operating income | — | 2 | — | ||||||||||
(g) CEO exit costs – severance | (621 | ) | — | — | |||||||||
(h) Net income (loss) from discontinued operations | — | (1,514 | ) | 397 | |||||||||
GAAP Total Net Loss | $ | (3,440 | ) | $ | (3,944 | ) | $ | (5,549 | ) |
Q2 2015 Guidance | ||||||||||||||
II | Reconciliation of Q2 2015 Adjusted EBITDA Loss to Total GAAP Net Loss: | (Unaudited, in millions) | ||||||||||||
Adjusted EBITDA Loss (1) | $ | (2.5 | ) | $ | (1.0 | ) | ||||||||
(a) Income tax expense | (0.1 | ) | ||||||||||||
(b) Depreciation of property and equipment | (0.7 | ) | ||||||||||||
(c) Stock-based compensation | (0.5 | ) | ||||||||||||
(d) Restructuring | (3.0 | ) | ||||||||||||
GAAP Total Net Loss | $ | (6.8 | ) | $ | (5.3 | ) |
(1) | The guidance for Adjusted EBITDA income (loss) for the second quarter of 2015 does not include an estimate of any foreign exchange gains or losses, costs to be incurred in the ongoing proxy contest, or transition costs associated with completing the restructuring event announced today. |
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