SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015
Xoom Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35801 |
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94-3401054 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
425 Market Street, 12th Floor San Francisco, CA 94105 |
(Address of principal executive offices, including zip code) |
(415) 777-4800
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On November 4, 2015, Xoom Corporation (the “Company”) issued a press release announcing unaudited financial results for its third quarter ended September 30, 2015. A copy of the press release is furnished as Exhibit 99.1.
In accordance with General Instruction B.2 on Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
July |
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Exhibit No. |
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Description of Exhibits |
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99.1 |
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Press release dated November 4, 2015, titled “Xoom Reports Third Quarter 2015 Results” |
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 4, 2015 |
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XOOM CORPORATION |
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By: |
/s/ Ryno Blignaut |
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Ryno Blignaut |
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Acting Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
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Description of Exhibits |
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99.1 |
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Press release dated November 4, 2015, titled “Xoom Reports Third Quarter 2015 Results” |
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4
Xoom Reports Third Quarter 2015 Results
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Third Quarter Revenue of $42.4 Million, increase of 8% from Q3 2014 |
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Third Quarter Gross Sending Volume of $1.9 Billion, increase of 12% from Q3 2014 |
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1,473,859 Active Customers, increase of 21% from Q3 2014 |
SAN FRANCISCO, Calif., November 4, 2015 – Xoom Corporation (NASDAQ: XOOM), a leading digital money transfer provider, today announced financial results for the third quarter of 2015.
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Revenue for the third quarter was $42.4 million, an increase of 8% from the third quarter of 2014. |
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Gross profit for the third quarter was $27.9 million, a decrease of 1% from the third quarter of 2014. |
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GAAP net loss for the third quarter was $16.0 million, or a loss of $0.41 per diluted share, compared to net income of $0.4 million, or $0.01 per diluted share, for the third quarter of 2014. |
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Adjusted EBITDA for the third quarter was $(1.3) million, compared to $5.0 million for the third quarter of 2014. |
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Non-GAAP net loss per diluted share for the third quarter was $0.07, compared to net income per diluted share of $0.08 for the third quarter of 2014. |
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Cash, cash equivalents, disbursement prefunding and short-term investments were $207.0 million as of September 30, 2015, compared to $250.2 million as of December 31, 2014. |
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There was no outstanding amount due under the line of credit as of September 30, 2015. Outstanding amount due under the line of credit was $28.0 million as of December 31, 2014. |
Operating Metrics
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Gross sending volume for the quarter was $1.9 billion, an increase of 12% from the third quarter of 2014. |
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Transactions for the quarter were 4,260,359, representing growth of 33% from the third quarter of 2014. |
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Active customers for the quarter were 1,473,859, representing growth of 21% from the third quarter of 2014. |
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Gross additional customers for the quarter were 186,268, an increase of 57% from the third quarter of 2014. |
Highlights and Strategic Announcements
During the quarter, Xoom launched the following new initiatives to enhance its customer experience and expand its reach in new markets:
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Expansion into Singapore, which enables our customers to deposit funds into bank accounts via their U.S. bank accounts, credit cards or debit cards. |
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Launched Vietnamese-language desktop and mobile sites to support our Vietnamese business. |
On July 1, 2015, Xoom entered into a definitive agreement (the “Merger Agreement”) under which PayPal, Inc. will acquire Xoom for $25 per share in cash (the “Merger”). The Merger was unanimously approved by the Boards of Directors of both companies, as well as the Board of Directors of eBay Inc., PayPal, Inc.'s parent company on the date of the agreement. The Merger is conditioned upon, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The waiting period under the HSR Act expired on August 14, 2015. The Company’s stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders held on September 4, 2015. The Merger remains subject to the satisfaction or waiver of customary closing conditions and the receipt of certain regulatory consents relating to Xoom's money transmitter licenses.
Business Outlook
In connection with the pending Merger, Xoom will no longer provide details regarding its business outlook for future periods. The Company will not host a conference call to review its third quarter 2015 financial results.
About Xoom
Xoom is a leading digital money transfer provider that enables consumers to send money, pay bills and send prepaid mobile phone reloads for family and friends around the world in a secure, fast and cost-effective way, using their mobile phone, tablet or computer. During the 12 months ended September 30, 2015, Xoom’s 1.5 million active customers sent approximately $7.1 billion with Xoom. The company is headquartered in San Francisco and can be found online at www.xoom.com.
Xoom’s stated results include certain non-GAAP financial measures, including Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share. Adjusted EBITDA excludes (benefit) provision for income taxes, interest expense, interest income, amortization of acquired intangible asset, depreciation and other amortization expense, expenses related to stock-based compensation and Merger-related cost. Depreciation and other amortization expense includes impairment charges and loss on disposal of long-lived assets. Costs incurred in connection with the Merger are unique costs incurred out of the normal course of business and have therefore been excluded from Adjusted EBITDA and non-GAAP net income to reflect normalized business performance. Non-GAAP net income and non-GAAP net income per diluted share exclude expenses related to stock-based compensation, amortization of acquired intangible asset and Merger-related cost. Adjusted EBITDA, non-GAAP net income and non-GAAP net income per diluted share exclude these expenses as they are often excluded by other companies to help investors understand the operational performance of their business, and in the case of stock-based compensation, can be difficult to predict. Xoom believes these adjustments provide useful comparative information to investors.
Xoom considers these non-GAAP financial measures to be important because they provide useful measures of its operating performance and are used by its management for that purpose. In addition, investors often use measures such as these to evaluate the operating performance of a company. Non-GAAP results are presented for supplemental informational purposes only for understanding Xoom’s operating results. The non-GAAP results should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.
(Xoom-f)
Contacts:
Sharrifah Al-Salem, CFA, 415-660-1256
Director of Investor Relations
IR@xoom.com
XOOM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)
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September 30, |
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December 31, |
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2015 |
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2014 |
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(unaudited) |
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(derived from audited financial statements) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
64,826 |
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$ |
67,216 |
Disbursement prefunding |
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54,559 |
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71,167 |
Short-term investments |
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87,615 |
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111,777 |
Customer funds receivable |
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24,632 |
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18,590 |
Prepaid expenses and other current assets |
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7,757 |
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5,417 |
Total current assets |
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239,389 |
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274,167 |
Non-current assets: |
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Property, equipment and software, net |
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16,785 |
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15,670 |
Goodwill |
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9,032 |
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9,032 |
Intangibles, net |
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4,500 |
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5,129 |
Restricted cash |
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13,754 |
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10,971 |
Other assets |
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1,106 |
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755 |
Total assets |
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$ |
284,566 |
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$ |
315,724 |
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
15,965 |
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$ |
14,533 |
Customer liabilities |
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12,338 |
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11,540 |
Line of credit |
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— |
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28,000 |
Total current liabilities |
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28,303 |
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54,073 |
Non-current liabilities: |
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Other non-current liabilities |
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6,169 |
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5,885 |
Total liabilities |
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34,472 |
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59,958 |
Commitments and Contingencies |
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Stockholders’ equity: |
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Common stock, $0.0001 par value, 500,000,000 shares authorized; issued and outstanding 39,554,634 and 38,592,808 shares at September 30, 2015 and December 31, 2014, respectively |
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4 |
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4 |
Additional paid-in capital |
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353,060 |
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339,169 |
Accumulated other comprehensive loss |
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(6) |
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(55) |
Accumulated deficit |
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(102,964) |
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(83,352) |
Total stockholders’ equity |
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250,094 |
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255,766 |
Total liabilities and stockholders’ equity |
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$ |
284,566 |
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$ |
315,724 |
XOOM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(unaudited) |
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(unaudited) |
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Revenue |
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$ |
42,431 |
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$ |
39,416 |
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$ |
133,176 |
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$ |
115,198 |
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Cost of revenue |
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14,554 |
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11,121 |
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39,936 |
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33,676 |
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Gross profit |
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27,877 |
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28,295 |
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93,240 |
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81,522 |
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Marketing |
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9,977 |
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7,193 |
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30,426 |
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23,331 |
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Technology and development |
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11,758 |
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10,018 |
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34,978 |
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26,669 |
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Customer service and operations |
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5,021 |
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4,403 |
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14,428 |
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12,748 |
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General and administrative |
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16,639 |
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5,741 |
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31,769 |
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15,716 |
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Total operating expense |
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43,395 |
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27,355 |
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111,601 |
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78,464 |
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Income (loss) from operations |
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(15,518) |
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940 |
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(18,361) |
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3,058 |
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Other income (expense): |
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Interest expense |
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(370) |
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(351) |
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(1,064) |
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(1,023) |
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Interest income |
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83 |
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59 |
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231 |
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204 |
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Other income (expense) |
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(165) |
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(220) |
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(295) |
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(30) |
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Income (loss) before income taxes |
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(15,970) |
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428 |
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(19,489) |
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2,209 |
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Provision for income taxes |
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43 |
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30 |
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123 |
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61 |
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Net income (loss) |
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$ |
(16,013) |
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$ |
398 |
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$ |
(19,612) |
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$ |
2,148 |
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Net income (loss) per share: |
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Basic |
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$ |
(0.41) |
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$ |
0.01 |
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$ |
(0.50) |
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$ |
0.06 |
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Diluted |
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$ |
(0.41) |
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$ |
0.01 |
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$ |
(0.50) |
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$ |
0.05 |
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Weighted-average shares used to compute net income (loss) per share: |
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Basic |
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39,448 |
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38,347 |
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39,147 |
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38,085 |
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Diluted |
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39,448 |
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41,765 |
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39,147 |
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41,701 |
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XOOM CORPORATION AND SUBSIDIARIES
Key Metrics
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(unaudited) |
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(unaudited) |
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Other Financial and Operational Data: |
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Gross Sending Volume (in thousands) |
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$ |
1,930,646 |
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$ |
1,718,499 |
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$ |
5,329,627 |
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$ |
5,100,532 |
Transactions |
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4,260,359 |
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3,197,129 |
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11,692,900 |
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9,285,967 |
Active Customers |
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1,473,859 |
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1,221,733 |
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1,473,859 |
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1,221,733 |
Gross Additional Customers |
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186,268 |
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118,964 |
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500,190 |
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409,334 |
Cost Per Acquisition of a Gross Additional Customer |
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$ |
43 |
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$ |
44 |
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$ |
48 |
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$ |
45 |
Adjusted EBITDA (in thousands) |
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$ |
(1,285) |
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$ |
4,955 |
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$ |
6,356 |
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$ |
13,546 |
XOOM CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Operating Results
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(In thousands, except per share data) |
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(unaudited) |
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Non-GAAP net income: |
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GAAP net income (loss) |
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$ |
(16,013) |
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$ |
398 |
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$ |
(19,612) |
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$ |
2,148 |
Add back: stock-based compensation |
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3,546 |
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2,619 |
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10,031 |
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6,876 |
Add back: amortization of acquired intangible asset |
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204 |
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204 |
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611 |
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611 |
Add back: Merger-related cost |
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9,416 |
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— |
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10,731 |
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— |
Non-GAAP net income (loss) |
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$ |
(2,847) |
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$ |
3,221 |
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$ |
1,761 |
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$ |
9,635 |
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Non-GAAP net income (loss) per diluted share |
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$ |
(0.07) |
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$ |
0.08 |
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$ |
0.04 |
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$ |
0.23 |
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Non-GAAP diluted shares |
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39,448 |
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41,765 |
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41,816 |
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41,701 |
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Reconciliation of Adjusted EBITDA: |
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Net income (loss) |
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$ |
(16,013) |
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$ |
398 |
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$ |
(19,612) |
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$ |
2,148 |
Provision for income taxes |
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43 |
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30 |
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123 |
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61 |
Interest expense |
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370 |
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351 |
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1,064 |
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1,023 |
Interest income |
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(83) |
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(59) |
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(231) |
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(204) |
Amortization of acquired intangible asset |
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204 |
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204 |
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611 |
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|
611 |
Depreciation and other amortization expense |
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1,232 |
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1,412 |
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3,639 |
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|
3,031 |
Stock-based compensation |
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3,546 |
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2,619 |
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10,031 |
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|
6,876 |
Merger-related cost |
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9,416 |
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— |
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10,731 |
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— |
Adjusted EBITDA |
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$ |
(1,285) |
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$ |
4,955 |
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$ |
6,356 |
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$ |
13,546 |