iPass Reports Fourth Quarter and Full-Year 2011 Results

REDWOOD SHORES, CA -- (Marketwire) -- 02/16/12 -- iPass Inc. (NASDAQ: IPAS), a leading provider of mobility services for enterprises and service providers, reported financial results for the fourth quarter of 2011 and the year ended December 31, 2011.

"We delivered significant progress with our Open Mobile Platform in Q4, driving solid results and strengthening our position going into 2012," said Evan Kaplan, president and CEO of iPass. "We exited 2011 with more than 300 enterprise customers and more than 230,000 paying users on our Open Mobile Platform. In addition, we expanded our market-leading position in Wi-Fi, adding several strategic carrier partners to our Open Mobile Exchange. We're continuing to enhance our strategic value by leveraging our unique set of mobility assets as we head into 2012."

"Strong Open Mobile user traction drove a fourth consecutive quarter of high-margin platform revenue growth and returned our Wi-Fi network revenue to growth again in Q4," said Steven Gatoff, senior vice president and CFO of iPass. "With our continued operations discipline, we delivered adjusted EBITDA profitability in Q4 and a full-year 2011 adjusted EBITDA that was several million dollars better than expected. We're entering 2012 with revenue growth in our strategically core OME and OMX platform offerings and with our strong Wi-Fi network and MNS businesses, we're positioned for both sequential quarterly revenue growth in the second half of 2012 and overall adjusted EBITDA profitability for the full-year 2012."

iPass reported revenues of $34.4 million for Q4 2011, compared to $34.4 million in Q3 2011 and $38.6 million in Q4 2010. Revenues for the full-year 2011 were $140.8 million compared to $156.1 million in 2010.

iPass reported a net loss of ten thousand dollars for Q4 2011, compared to a net loss of $0.8 million in Q3 2011 and net income of $0.8 million in Q4 2010. Net loss for the full-year 2011 was $3.3 million compared to $3.1 million in 2010. Adjusted EBITDA was positive $0.8 million for Q4 2011, compared to an adjusted EBITDA loss of $0.3 million in Q3 2011 and positive adjusted EBITDA of $0.1 million in Q4 2010. Adjusted EBITDA loss was $0.5 million for the full-year 2011 compared to a positive adjusted EBITDA of $0.8 million in 2010.

Recent Operating Highlights

Executing with Continued Momentum in iPass Open Mobile Enterprise (iPass OME):

Expanding the Breadth and Value of the iPass Global Wi-Fi Network:

Strong Initial Progress with iPass Open Mobile Exchange (iPass OMX):

Delivering iPass Managed Network Services (iPass MNS) Revenue Growth:


Financial Highlights and Metrics

Q4 2011

(unaudited; in millions)                            Q4'11    Q3'11    Q4'10
                                                   -------  -------  -------
Revenue:
  Mobility Services:(1)                            $  26.5  $  26.9  $  31.5
    Network Revenue                                   20.3     20.9     26.0
    Platform Revenue                                   5.3      5.0      4.2
    Other Fees                                         0.9      1.0      1.3
  Managed Network Services (MNS)                       7.9      7.5      7.1
                                                   -------  -------  -------
Total Revenue                                      $  34.4  $  34.4  $  38.6
GAAP Net Income/(Loss)                             $  (0.0) $  (0.8) $   0.8
Adjusted EBITDA Income/(Loss)(2)                   $   0.8  $  (0.3) $   0.1
Cash and Cash Equivalents(3)                       $  25.4  $  26.3  $  30.7
Shares of Common Stock Outstanding at Period End      59.1     58.9     57.9


2011

(unaudited; in millions)                               2011         2010
                                                   -----------  -----------
Revenue:
  Mobility Services(1)                             $     110.7  $     128.7
    Network Revenue                                       88.1        107.0
    Platform Revenue                                      19.3         16.0
    Other Fees                                             3.3          5.7
  Managed Network Services                                30.1         27.4
                                                   -----------  -----------
Total Revenue                                      $     140.8  $     156.1
GAAP Net Loss                                      $      (3.3) $      (3.1)
Adjusted EBITDA Income/(Loss)(2)                   $      (0.5) $       0.8

(1) iPass Mobility Services includes (i) the company's Enterprise Mobility
    Services business (which consists of its iPass Open Mobile Enterprise
    offering and the legacy Mobile Office offering) and (ii) the iPass Open
    Mobile Exchange offerings. Immaterial iPass OMX revenue of approximately
    $0.2 million for Q4 2011 and approximately $0.7 million for 2011 are
    included in Mobility Services.
(2) The definition of Adjusted EBITDA and the reconciliation of Non-GAAP to
    GAAP financial measures are discussed below.
(3) In the first quarter of 2011, iPass paid $1.1 million in cash as part of
    a favorable settlement reached with a state sales tax authority on
    previously accrued amounts.

Selected Operating Metrics
iPass uses certain key metrics to evaluate the operating performance of its Enterprise Mobility Services, as follows:


                                              Q4'11      Q3'11      Q4'10
                                            ---------  ---------  ---------
Average Monthly Monetized Users(1)            572,000    561,000    624,000
  Network                                     151,000    156,000    190,000
  Platform                                    525,000    510,000    560,000
Network Gross Margin(2)                          45.1%      45.0%      46.0%

(1) Average Monthly Monetized Users ("AMMU") is a key metric that the
    company uses to track and evaluate the operating performance of its
    overall enterprise mobility services. The AMMU metric is based on the
    number of active users of iPass' network and platform services across
    both its legacy Mobile Office offering and new Open Mobile Enterprise
    offerings. The number of Average Monthly Monetized Users means the
    average number of users per month, during the quarter, for which a fee
    was billed by iPass to a customer for such users. Note that there is
    some overlap for users that may be active users of both Network and
    Platform services in a given month.
(2) Network Gross Margin is defined as (Mobility Network Revenue plus MNS
    Revenue less Network Access Costs) divided by (Mobility Network Revenue
    plus MNS Revenue).

iPass management also tracks users on its new Open Mobile offering in order to provide additional visibility into the overall adoption of the Open Mobile platform and the monetization of users on the new platform.

The following table reflects the average number of Open Mobile (OM) monetized users for the three broad categories of monetized users on our OM platform, (i) Active OM monetized users, (ii) Paying, Undeployed OM monetized users, and (iii) Gross OM monetized users, which is the sum of (i) and (ii), for the months presented, as follows:


                                  December   September
                                    2011       2011     June 2011 March 2011
                                 ---------- ---------- ---------- ----------
Open Mobile Monetized Users:
Active (1)                           54,000     24,000     12,000      7,000
Paying, Undeployed (2)              177,000    113,000     36,000     12,000
                                 ---------- ---------- ---------- ----------
  Gross (3)                         231,000    137,000     48,000     19,000

(1) Represents the number of Open Mobile users who were billed platform fees
    and who have used or deployed Open Mobile (e.g., this is synonymous with
    the definition of the AMMU metric with the data here being reported for
    the number of users in the month being presented).
(2) This metric represents the number of Open Mobile users at enterprise
    customers for which Open Mobile platform fees were billed for the period
    but that have not yet used Open Mobile or had Open Mobile fully-
    deployed.
(3) Represents the sum of both Active and Paying, Undeployed Open Mobile
    monetized users.

Q1 2012 Guidance
For the first quarter of 2012 ending March 31, 2012 iPass anticipates total revenue and adjusted EBITDA income (loss) to be in the following ranges:


Total Revenue                            $33 - 35 million
Adjusted EBITDA Income (Loss) (1)        $(1.0) - 0.5 million

Perspective on 2012:
iPass anticipates delivering sequential quarterly revenue growth in the second half of 2012, positive Adjusted EBITDA for the full year 2012 and free cash flow generation in 2012.

(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 first quarter of 2012 does not include the impact
    of any foreign exchange gains or losses.

Conference Call and Webcast Information
iPass will host a live conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time). The conference call phone number is (888) 504-7953 toll-free and (719) 457-2662 direct-dial with a confirmation code of 4148977. The conference call will also be available live via webcast on the company's web site at http://investor.ipass.com.

A telephone replay of the conference call will be available until March 31, 2012. The replay number is (888) 203-1112 and (719) 457-0820. The confirmation code for the replay is 4148977. The webcast will be available for replay until iPass reports its first quarter 2012 results.

Cautionary Information About Forward-Looking
The statements in this press release regarding iPass Open Mobile Platform delivering significant progress and strengthening the company position going into 2012; iPass continuing to enhance its strategic value by leveraging its unique set of mobility assets as it heads into 2012; iPass being positioned for sequential quarterly revenue growth in the second half of 2012 and overall adjusted EBITDA profitability in 2012; iPass' projections of its first quarter fiscal 2012 financial results under the caption "Q1 2012 Guidance"; and iPass' perspectives on 2012 under the caption "Perspectives on 2012" are forward-looking statements. Actual results may differ materially from the expectations contained in these statements due to a number of risks and uncertainties, including the following: the risk that the Open Mobile platform and Open Mobile Exchange will not achieve market acceptance; the risk that iPass customers and partners may not be willing to agree to minimum purchase and resale commitments at the rate iPass expects; the risk of material reductions in iPass customers' existing minimum commitments; the risk that iPass carrier and channel partners do not successfully market iPass services to their customers; the risk that iPass does not accurately predict usage for its Enterprise Flat Rate price plan which could result in iPass expenses exceeding revenues for these plans; the risk that iPass does not deliver valuable services for smartphones, tablets and other mobile handheld devices; the risk that demand for mobility services does not grow; the risk of facing strong competition in the market for mobility services and managed network services; the risk that iPass fails to address market requirements, evolving standards and technological changes in the mobility services industry; and the risk that a meaningful portion of iPass business is international which subjects iPass business to additional risks. Detailed information about these and other risk factors that could potentially affect iPass' business, financial condition and results of operations are included in iPass' 2010 Annual Report on Form 10-K filed and quarterly reports on Form 10-Q filed with SEC and available at the SEC's Web site at www.sec.gov and the company's website at http://investor.ipass.com. iPass undertakes no responsibility to update the information in this press release if any forward-looking statement later turns out to be an inaccurate prediction of the actual results.

Information Regarding Non-GAAP Financial Measures
This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). In addition to iPass' GAAP results, the company also considers Adjusted EBITDA as a supplemental measure of the company's performance that is not required by, nor presented in accordance with GAAP. This non-GAAP financial measure should not be considered in isolation, or construed as an alternative to net income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of the company's liquidity.

The company defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, stock compensation expense, restructuring charges, certain state sales and federal tax charges, and one-time non-recurring/discrete items. The company believes Adjusted EBITDA provides a meaningful comparison between its core operating results, on a consistent basis, over different periods of time. Accordingly, management uses this financial measure for evaluating and making operating decisions and for purposes of comparison with its strategic plan, operating budgets and allocation of resources. Adjusted EBITDA is also a component of the company's incentive compensation plan.

Furthermore, the company believes the use of Adjusted EBITDA is useful to investors for several reasons, including;

  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 use similar financial measures to
     supplement their GAAP results.

About iPass Inc.
iPass helps enterprises and service providers ensure their employees and customers will be well connected. Founded in 1996, iPass (NASDAQ: IPAS) delivers the world's largest commercial-grade Wi-Fi network and most trusted connectivity platform. With over 680,000 connection venues, iPass gives its customers always-on, frictionless connectivity anywhere in the world -- easily, quickly, securely and cost effectively. Additional information is available at www.iPass.com or on Smarter Connections, the iPass blog.

NOTE: iPass® is a registered trademark and Open Mobile, Open Mobile Exchange and OMX are trademarks of iPass Inc. Wi-Fi® is a registered trademark of the Wi-Fi Alliance. Other company names and product or service names mentioned herein are the trademarks of their respective owners.

                                 iPASS INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                         (Unaudited, in thousands)

                                                December 31,   December 31,
                                                    2011           2010
                                               -------------  -------------

Assets

Current assets:
  Cash and cash equivalents                    $      25,439  $      30,746
  Accounts receivable, net of allowance for
   doubtful accounts of $1,605 and $1,757,
   respectively                                       21,307         24,034
  Prepaid expenses and other current assets            5,938          6,630
                                               -------------  -------------
Total current assets                                  52,684         61,410

  Property and equipment, net                          4,013          4,264
  Intangible assets, net                                 169            408
  Other assets                                         6,239          7,900
                                               -------------  -------------
Total assets                                   $      63,105  $      73,982
                                               =============  =============


Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                             $       8,701  $      13,552
  Accrued liabilities                                  9,841         15,333
  Deferred revenue, short-term                         3,852          4,119
                                               -------------  -------------
Total current liabilities                             22,394         33,004

  Deferred revenue, long-term                          3,134          2,435
  Other long-term liabilities                            469            721
                                               -------------  -------------
Total liabilities                              $      25,997  $      36,160
                                               -------------  -------------

Stockholders' equity:
  Common stock                                            59             58
  Additional paid-in capital                         209,624        206,992
  Accumulated deficit                               (172,575)      (169,228)
                                               -------------  -------------
Total stockholders' equity                            37,108         37,822
                                               -------------  -------------
Total liabilities and stockholders' equity     $      63,105  $      73,982
                                               =============  =============


                                 iPASS INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (Unaudited, in thousands, except share and per share amounts)

                       Three Months Ended         Twelve Months Ended
                          December 31,               December 31,
                   -------------------------- --------------------------
                       2011           2010        2011           2010
                   -----------    ----------- -----------    -----------

Revenues           $    34,434    $    38,561 $   140,761    $   156,080

Cost of revenues
 and operating
 expenses:
 Network access
  costs                 15,517         17,893      65,766         72,497
 Network
  operations             5,461          6,419      22,307         27,291
 Research and
  development            3,525          3,584      14,368         13,794
 Sales and
  marketing              4,993          6,560      21,046         24,874
 General and
  administrative         4,889          2,985      20,009         19,809
 Restructuring
  charges
  (benefits) and
  related
  adjustments               11            420        (151)           887
 Amortization of
  intangible
  assets                    60             65         239            428
                   -----------    ----------- -----------    -----------
  Total cost of
   revenues and
   operating
   expenses             34,456         37,926     143,584        159,580
                   -----------    ----------- -----------    -----------
Operating income
 (loss)                    (22)           635      (2,823)        (3,500)

 Interest income             7             24         112             83
 Foreign exchange
  gains (losses)             1            (23)       (474)           131
 Other income
  (expenses) net            48             12         128             (2)
                   -----------    ----------- -----------    -----------

Profit (loss)
 before income
 taxes                      34            648      (3,057)        (3,288)

 Provision for
  (benefit from)
  income taxes              44           (105)        290           (192)
                   -----------    ----------- -----------    -----------

Net income (loss)  $       (10)   $       753 $    (3,347)   $    (3,096)
                   ===========    =========== ===========    ===========

Basic and diluted
 net income (loss)
 per share         $     (0.00)   $      0.01 $     (0.06)   $     (0.05)

Weighted average
 number of common
 shares
 outstanding -
 Basic              59,052,633     57,752,162  58,429,005     58,693,061
Weighted average
 number of common
 shares
 outstanding -
 Diluted            59,052,633 (1) 58,219,525  58,429,005 (1) 58,693,061 (1)

(1) Given the net loss for the period, none of the potentially dilutive
 securities were included in the calculation of diluted earnings per
 share since their effect would have been anti-dilutive.


                             iPASS INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Unaudited, in thousands)

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2011       2010       2011       2010
                                 ---------  ---------  ---------  ---------

Cash flows from operating
 activities:
Net income (loss)                $     (10) $     753  $  (3,347) $  (3,096)

Adjustments to reconcile net
 income (loss) to net cash
 provided by (used in) operating
 activities:
  Stock-based compensation             377        454      1,725      1,699
  Amortization of intangible
   assets                               60         65        239        428
  Depreciation, amortization and
   accretion                           527        811      2,259      3,347
  (Gain) loss on disposal of
   property and equipment               15         (1)       102          2
  Deferred income taxes               (134)       (71)      (125)      (206)
  Provision for doubtful
   accounts                             (9)       365        360      1,425
  Change in sales tax liability
   estimation                         (160)    (2,087)      (555)    (2,214)

Changes in operating assets and
 liabilities:
  Accounts receivable                  898       (795)     2,367      1,564
  Prepaid expenses and other
   current assets                      428      1,650        858      1,167
  Other assets                          40          -        521        545
  Accounts payable                  (2,088)       594     (5,116)    (1,126)
  Accrued liabilities               (1,022)      (637)    (4,937)      (944)
  Deferred revenues                   (157)       136        432       (391)
  Other liabilities                    (45)      (174)      (252)      (241)
                                 ---------  ---------  ---------  ---------
Net cash provided by (used in)
 operating activities               (1,280)     1,063     (5,469)     1,959
                                 ---------  ---------  ---------  ---------

Cash flows from investing
 activities:
  Maturities of short-term
   investments                           -          -          -      3,778
  Purchases of property and
   equipment                          (591)       (99)    (1,845)    (3,049)
  Change in restricted cash
   pledged for letter of credit        813       (470)     1,099     (1,148)
                                 ---------  ---------  ---------  ---------
Net cash provided by (used in)
 investing activities                  222       (569)      (746)      (419)
                                 ---------  ---------  ---------  ---------

Cash flows from financing
 activities:
  Proceeds from issuance of
   common stock                        200        182        908        405
  Payment of cash dividends              -     (4,044)         -     (4,047)
  Cash used in repurchase of
   common stock                          -          -          -     (5,125)
                                 ---------  ---------  ---------  ---------
Net cash provided by (used in)
 financing activities                  200     (3,862)       908     (8,767)
                                 ---------  ---------  ---------  ---------
Net decrease in cash and cash
 equivalents                          (858)    (3,368)    (5,307)    (7,227)
Cash and cash equivalents at
 beginning of period                26,297     34,114     30,746     37,973
                                 ---------  ---------  ---------  ---------
Cash and cash equivalents at end
 of period                       $  25,439  $  30,746  $  25,439  $  30,746
                                 =========  =========  =========  =========
Supplemental disclosures of cash
 flow information:
Net cash paid (refunded) for
 taxes                           $      74  $     116  $     564       (790)
Accrued amounts for acquisition
 of property and equipment       $     388  $     123  $     388  $     123


                                 iPASS INC.
                 RECONCILIATION OF NON-GAAP TO GAAP METRICS
                         (Unaudited, in thousands)

                             Three Months Ended         Twelve Months Ended
                      -------------------------------  --------------------
                       December  September   December   December   December
                         31,        30,        31,        31,        31,
                         2011       2011       2010       2011       2010
                      ---------  ---------  ---------  ---------  ---------
I Reconciliation of
 Adjusted EBITDA
 Income (Loss) to
 GAAP Net Income
 (Loss):
  Adjusted EBITDA
   Income (Loss)      $     812  $    (272) $      74  $    (535) $     811
   (a) Interest
    income                    7          5         24        112         83
   (b) Income tax
    (expense) benefit       (44)        (1)       105       (290)       192
   (c) Depreciation
    of property and
    equipment              (527)      (531)      (811)    (2,259)    (3,326)
   (d) Amortization
    of intangible
    assets                  (60)       (60)       (65)      (239)      (428)
   (e) Stock-based
    compensation           (377)      (392)      (454)    (1,725)    (1,699)
   (f) Restructuring
    (charges) benefit
    and related
    adjustments             (11)         7       (420)       151       (887)
   (g) Certain state
    sales and federal
    tax items and
    other discrete
    items                   190        441      2,300      1,438      2,158
                      ---------  ---------  ---------  ---------  ---------
  GAAP Net Income
   (Loss)             $     (10) $    (803) $     753  $  (3,347) $  (3,096)
                      ---------  ---------  ---------  ---------  ---------


  Q1 2012 Guidance
II Reconciliation of
 Q1 2012 Adjusted
 EBITDA Income (Loss)
 to GAAP Net Loss:                   (Unaudited, in millions)
  Adjusted EBITDA
   Income (Loss) (1)             $    (1.0)         -  $     0.5
   (a) Provision for
    (benefit from)
    income taxes                                 (0.1)
   (b) Depreciation
    of property and
    equipment                                    (0.4)
   (c) Amortization
    of intangible
    assets                                       (0.1)
   (d) Stock-based
    compensation                                 (0.4)
                                 ---------  ---------  ---------
  GAAP Net Loss                  $    (2.0)            $    (0.5)
                                 ---------             ---------

(1) The Q1 2012 Guidance for Adjusted EBITDA income (loss) does not include
 the impact of any foreign exchange gains or losses.

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CONTACT:
Investor Relations
ir@ipass.com
650-232-4110

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