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

FORM 10-Q

(Mark one)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                              

Commission file number: 000-27127


iBasis, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

04-3332534
(I.R.S. Employer Identification No.)

20 Second Avenue, Burlington, MA 01803
(Address of executive offices, including zip code)

(781) 505-7500
(Registrant's telephone number, including area code)


        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        As of April 29, 2005, there were 65,183,339 shares of the Registrant's Common Stock, par value $0.001 per share, outstanding.





iBASIS, INC.
Index

 
   
  Page
PART I—FINANCIAL INFORMATION    
Item 1—   Condensed Consolidated Financial Statements    
    Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 (unaudited)   1
    Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 (unaudited)   2
    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 (unaudited)   3
    Condensed Notes to Consolidated Financial Statements (unaudited)   4
Item 2—   Management's Discussion and Analysis of Financial Condition and Results of Operations   18
Item 3—   Quantitative and Qualitative Disclosures About Market Risk   38
Item 4—   Controls and Procedures   38
PART II—OTHER INFORMATION    
Item 1—   Legal Proceedings   39
Item 6—   Exhibits and Reports on Form 8-K   39
    Signature   40
    Certifications    


Part I—Financial Information

Item 1.    Financial Statements


iBasis, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 
  March 31,
2005

  December 31,
2004

 
 
  (in thousands, except per share data)

 
Assets              
Cash and cash equivalents   $ 22,719   $ 20,928  
Short-term marketable investments     18,876     17,897  
Accounts receivable, net of allowance for doubtful accounts of $3,507 and $3,391, respectively     41,761     34,133  
Prepaid expenses and other current assets     2,937     2,420  
   
 
 
  Total current assets     86,293     75,378  

Property and equipment, at cost:

 

 

 

 

 

 

 
  Network equipment     58,605     74,768  
  Equipment under capital lease     1,867     5,632  
  Computer software     10,213     10,006  
  Leasehold improvements     6,457     6,437  
  Furniture and fixtures     1,071     1,075  
   
 
 
      78,213     97,918  
  Less: Accumulated depreciation and amortization     (66,951 )   (86,057 )
   
 
 
Property and equipment, net     11,262     11,861  

Deferred debt financing costs, net

 

 

165

 

 

177

 
Other assets     284     360  
   
 
 
  Total assets   $ 98,004   $ 87,776  
   
 
 
Liabilities and Stockholders' Deficit              
Accounts payable   $ 25,824   $ 24,340  
Accrued expenses     20,084     12,186  
Deferred revenue     7,372     6,303  
Current portion of long-term debt     655     1,775  
   
 
 
  Total current liabilities     53,935     44,604  

Long term debt, net of current portion

 

 

65,594

 

 

65,933

 
Other long term liabilities     1,061     1,132  

Stockholders' deficit:

 

 

 

 

 

 

 
  Common stock, $0.001 par value, authorized—170,000 and 170,000 shares, respectively; issued—66,318 and 64,778 shares, respectively     66     65  
  Treasury stock; 1,135 shares at cost     (341 )   (341 )
  Additional paid-in capital     407,277     406,137  
  Accumulated other comprehensive loss     (36 )   (12 )
  Accumulated deficit     (429,552 )   (429,742 )
   
 
 
    Total stockholders' deficit     (22,586 )   (23,893 )
   
 
 
    Total liabilities and stockholders' deficit   $ 98,004   $ 87,776  
   
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1



iBasis, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
 
  (in thousands,
except per share data)

 
Net revenue   $ 88,672   $ 57,008  
Costs and operating expenses:              
Data communications and telecommunications (excluding depreciation and amortization)     76,301     48,590  
Research and development     3,132     3,538  
Selling and marketing     2,727     2,001  
General and administrative     3,546     2,953  
Depreciation and amortization     1,720     3,524  
   
 
 
  Total cost and operating expenses     87,426     60,606  
   
 
 

Income (loss) from operations

 

 

1,246

 

 

(3,598

)

Interest income

 

 

210

 

 

14

 
Interest expense     (1,246 )   (739 )
Impairment of investment in long-term non-marketable security         (5,000 )
Other expenses, net     (20 )   (19 )
   
 
 
Net income (loss)   $ 190   $ (9,342 )
   
 
 
Net income (loss) per share:              
  Basic   $ 0.00   $ (0.21 )
  Diluted   $ 0.00   $ (0.21 )
Weighted average common shares outstanding:              
  Basic     64,982     45,061  
  Diluted     69,446     45,061  

The accompanying notes are an integral part of these condensed consolidated financial statements.

2



iBasis, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
 
  (in thousands)

 
Cash flows from operating activities:              
  Net income (loss)   $ 190   $ (9,342 )
  Adjustments to reconcile net loss to net cash used in operating activities:              
    Depreciation and amortization     1,720     3,524  
    Amortization of deferred debt financing costs     12     67  
    Bad debt expense     100      
    Impairment of investment in long-term non-marketable security         5,000  
    Changes in assets and liabilities              
      Accounts receivable     (7,728 )   318  
      Prepaid expenses and other current assets     (517 )   (472 )
      Other assets     76     351  
      Accounts payable     1,484     (1,955 )
      Accrued expenses     7,898     (173 )
      Deferred revenue     1,069     1,127  
      Other long term liabilities     (71 )   (1,396 )
   
 
 
        Net cash provided by (used in) operating activities     4,233     (2,951 )
   
 
 
Cash flows from investing activities:              
  Purchases of property and equipment     (1,023 )   (117 )
  Purchases of available-for-sale short-term marketable investments     (2,828 )    
  Maturities of available-for-sale short-term marketable investments     1,825      
  Proceeds from earn-out receivable related to sale of Speech Solutions Business         1,108  
  Proceeds from receipt of escrow receivable related to sale of Speech Solutions Business         1,500  
   
 
 
        Net cash provided by (used in) investing activities     (2,026 )   2,491  
   
 
 
Cash flows from financing activities:              
  Bank borrowings         2,300  
  Payments of bank borrowings         (2,300 )
  Payments of principal on capital lease obligations     (467 )   (987 )
  Redemption of 53/4% Convertible Subordinated Notes due March 2005     (895 )    
  Proceeds from exercise of warrants     910      
  Proceeds from exercises of common stock options     36     69  
   
 
 
        Net cash used in financing activities     (416 )   (918 )
   
 
 
Net increase (decrease) in cash and cash equivalents     1,791     (1,378 )
Cash and cash equivalents, beginning of period     20,928     17,270  
   
 
 
Cash and cash equivalents, end of period   $ 22,719   $ 15,892  
   
 
 
Supplemental disclosure of cash flow information:              
Cash paid during the period for interest   $ 66   $ 2,668  

Supplemental disclosure of non-cash financing activities:

 

 

 

 

 

 

 
  Conversion of 63/4% Convertible Subordinated Notes due June 2009 to common stock   $ 195   $  
  Equipment acquired under capital lease obligations   $ 98      

The accompanying notes are an integral part of these condensed consolidated financial statements.

3



iBasis, Inc.

Condensed Notes to Consolidated Financial Statements

(1) Business and Presentation

Business

        We are a leading provider of international communications services and a provider of retail prepaid calling services. Our continuing operations consist of our Voice-Over-Internet-Protocol, or ("VoIP"), trading business, in which we connect buyers and sellers of international telecommunications services, and our retail services business. In the VoIP trading business we receive voice traffic from buyers-originating carriers who are interconnected to our network via VoIP or traditional TDM connections, and we route the traffic over the Internet to sellers-local carriers in the destination countries with whom we have established termination agreements. We use proprietary, patent-pending technology to automate the selection of routes and termination partners based on a variety of performance, quality, and business metrics. We offer this trading service on a wholesale basis to carriers, telephony resellers and other service providers worldwide and have termination agreements with local service providers in North America, Europe, Asia, the Middle East, Latin America, Africa and Australia.

        Our retail services business was launched during the third quarter of 2003, with the introduction of our retail prepaid calling cards which are marketed through distributors primarily to ethnic communities within major metropolitan markets in the U.S. Our retail prepaid calling card business leverages our existing international VoIP network and termination agreements and has the potential to deliver higher margins than those typically achieved in the VoIP trading business. In addition, the retail prepaid calling card business typically has a faster cash collection cycle than the VoIP trading business. Beginning in the second quarter of 2004, we created a new reportable business segment, retail prepaid calling card services and other enhanced services ("Retail"), in addition to our international VoIP trading business ("Trading"). Since the second quarter of 2004, revenue from our Retail business has exceeded 10% of our total net revenue.

        In September 2004, we launched a prepaid calling service, Pingo, offered directly to consumers through an eCommerce web interface, which we have included in our Retail business segment. Revenue from our Pingo services were not material in 2004 or the first quarter of 2005.

Presentation

        The unaudited condensed consolidated financial statements presented herein have been prepared by us and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year.

        The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to those rules and regulations, but we believe that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2004.

4



(2) Net income (loss) per share

        Three months ended March 31, 2005.    Basic net income per common share is determined by dividing net income by the weighted average common shares outstanding during the period. Diluted net income per share reflects the maximum dilution and is determined by dividing net income by weighted average common shares outstanding and the assumed exercise and share repurchase of dilutive stock options and warrants during the period. None of the common shares to be issued upon conversion of the 63/4% Convertible Subordinated Notes due June 2009 and 8% Secured Convertible Notes due June 2007 are included in diluted net income per share as they are anti-dilutive for the period.

        Three months ended March 31, 2004.    Basic and diluted net loss per common share is determined by dividing net loss by the weighted average common shares outstanding for the period. Basic and diluted net loss per share are the same, as stock options, warrants and shares to be issued upon conversion of the 63/4% Convertible Subordinated Notes due June 2009 and 8% Secured Convertible Notes due June 2007 are anti-dilutive.

        The following table summarizes weighted-average shares used in the computation of basic and diluted net income or loss per share for the periods presented:

 
  Three Months Ended March 31,
 
  2005
  2004
 
  (in thousands)

Basic net income (loss) per share:        
  Weighted-average common shares outstanding   64,982   45,061

Diluted net income (loss) per share:

 

 

 

 
  Weighted-average common shares outstanding   64,982   45,061
  Options to purchase common shares   2,781  
  Warrants to purchase common shares   1,683  
   
 
  Total   69,446   45,061
   
 
Shares excluded from diluted net income (loss) per share:        
  Shares to be issued upon conversion of the 63/4% Convertible Subordinated Notes due June 2009   19,324  
  Shares to be issued upon conversion of the 8% Secured Convertible Notes due June 2007   15,676  
  Shares to be issued upon conversion of the 53/4% Convertible Subordinated Notes due June 2009     443
  Options to purchase common shares   709   6,214
  Warrants to purchase common shares     4,915
   
 
    Total   35,709   11,572
   
 

(3) Stock-Based Compensation

        We account for stock-based compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," using the intrinsic-value method. In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123R, Share-Based Payment (SFAS No. 123R). This Statement is a

5



revision of SFAS 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25. SFAS No. 123R requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards. SFAS No. 123R is effective for us beginning in the first quarter of 2006. We expect to adopt SFAS No. 123R using the Statement's modified prospective application method. Adoption of SFAS No. 123R is expected to increase our stock compensation expense significantly. We are currently in the process of evaluating the impact and implementation of SFAS No. 123R.

        At March 31, 2005, we had one stock-based employee compensation plan. The following table illustrates the effect on net income or net loss, and net income or net loss per share, if we had applied the fair value recognition provisions of SFAS No. 123.

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
 
  (in thousands, except per share data)

 
Net income (loss):              
  As reported   $ 190   $ (9,342 )

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards

 

 

(580

)

 

(788

)
   
 
 
Net loss—pro forma   $ (390 ) $ (10,130 )
   
 
 

Net income (loss) per share:

 

 

 

 

 

 

 
  As reported—basic & diluted   $ (0.00 ) $ (0.21 )
   
 
 
  Pro forma—basic & diluted   $ (0.01 ) $ (0.22 )
   
 
 

        We estimate the fair value of our stock-based awards to employees using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, the Black-Scholes model required the input of highly subjective assumptions including the expected stock price volatility. Because stock-based awards to employees have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of stock-based awards to employees. The fair value of stock-based awards to employees was estimated assuming no expected dividends and the following weighted average assumptions.

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Risk free interest rate     3.75 %   3.00 %
Dividend yield     0.00 %   0.00 %
Expected life     5 years     5 years  
Volatility     129 %   139 %
Fair value of options granted   $ 1.97   $ 1.61  

6


(4) Business Segment Information

        Beginning in the second quarter of 2004, our recently created operating segment, retail prepaid calling card services and other enhanced services ("Retail") became a reportable business segment, in addition to our international wholesale VoIP services ("Trading"). Since the second quarter of 2004, revenue from our Retail business has exceeded 10% of total net revenue. We have therefore presented first quarter of 2004 business segment data as if the segments had been reported separately since January 1, 2004.

        Our Trading business consists of international long distance services we provide using VoIP. We offer these services on a wholesale basis through our worldwide network to carriers, telephony resellers and others around the world by operating through various service agreements with local service providers in North America, Europe, Asia, the Middle East, Latin America, Africa and Australia.

        Our Retail business consists of our retail prepaid calling card services, Pingo, a prepaid calling service sold to consumers through an eCommerce interface, and other enhanced services. To date, we have marketed our retail prepaid calling card services primarily to ethnic communities within major domestic markets through distributors. Revenue from our retail prepaid calling card services was 95% of our total Retail revenue in the three months ended March 31, 2005. We expect that revenue from our retail prepaid calling card services will continue to be an increasingly large percentage of our total Retail revenue in the future. Launched in the third quarter of 2004, Pingo revenues were not material in the three months ended March 31, 2005. Our other enhanced services primarily consist of revenue derived from the outsourcing of our retail prepaid calling card platform.

        Our executive management team uses net revenue and gross margin, which is net revenue less data communications and telecommunications costs, as the basis for measuring profit or loss and making decisions on our Trading and Retail businesses. We do not allocate our research and development expenses, selling and marketing expenses, general and administrative expenses and depreciation and amortization between Trading and Retail.

7



        Operating results, excluding interest income and expense and other income and expense, for our two business segments are as follows:

 
  Three Months Ended March 31, 2005
 
  Trading
  Retail
  Total
 
  (In thousands)

Net revenue   $ 70,751   $ 17,921   $ 88,672
Data communications and telecommunication (excluding depreciation and amortization)     61,069     15,232     76,301
   
 
 
Gross margin   $ 9,682   $ 2,689     12,371
   
 
     
Research and development expenses                 3,132
Selling and marketing expenses                 2,727
General and administrative expenses                 3,546
Depreciation and amortization                 1,720
               
Income from operations               $ 1,246
               
 
  Three Months Ended March 31, 2004
 
 
  Trading
  Retail
  Total
 
 
  (In thousands)

 
Net revenue   $ 53,172   $ 3,836   $ 57,008  
Data communications and telecommunication (excluding depreciation and amortization)     45,679     2,911     48,590  
   
 
 
 
Gross margin   $ 7,493   $ 925     8,418  
   
             
Research and development expenses                 3,538  
Selling and marketing expenses                 2,001  
General and administrative expenses                 2,953  
Depreciation and amortization                 3,524  
               
 
Loss from operations               $ (3,598 )
               
 
 
  As of March 31, 2005
 
  Trading
  Retail
  Total
 
  (In thousands)

Segment assets   $ 35,562   $ 6,199   $ 41,761
   
 
     
Non-segment assets                 56,243
               
Total assets               $ 98,004
               

(5) Accrued Restructuring Costs

        During 2001 and 2002, the Company announced a restructuring plan to better align the organization with its corporate strategy and recorded a charge to its Statements of Operations in those periods in accordance with the criteria set forth in EITF 94-3 and SEC Staff Accounting Bulletin 100. The restructuring included the write-off of property and equipment, the termination of certain

8



contractual obligations, exiting certain leased facilities and the reduction in the Company's workforce resulting in employee benefit costs.

        As of March 31, 2005, the accrued restructuring costs consisted of costs accrued for certain leased facilities obligations. A summary of the accrued restructuring costs for the three months ended March 31, 2005 is as follows:

 
  Leased Facility
Obligations

 
 
  (In thousands)

 
2002 Restructuring Charge:        
Accrual as of December 31, 2004   $ 1,691  
Payments     (156 )
   
 
Accrual as of March 31, 2005   $ 1,535  
   
 

(6) Long-Term Debt

        Long-term debt consists of the following:

 
  March 31,
2005

  December 31,
2004

 
  (In thousands)

63/4% Convertible Subordinated Notes, due June 2009   $ 35,749   $ 35,944
8% Secured Convertible Notes due June 2007     29,000     29,000
53/4% Convertible Subordinated Notes, due March 2005         895
Capital lease obligations     1,500     1,869
   
 
Total long term debt     66,249     67,708

Less-current portion

 

 

655

 

 

1,775
   
 
Long term debt, net of current portion   $ 65,594   $ 65,933
   
 

        In June 2004, we completed a refinancing of our outstanding debt obligations. As part of the refinancing, we completed an exchange offer, pursuant to which $37.3 million of our 53/4% Convertible Subordinated Notes due March 2005, representing approximately 98% of the total amount outstanding, were tendered for t