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.
| |
|
Page |
||
|---|---|---|---|---|
| PART IFINANCIAL 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 IIOTHER INFORMATION | ||||
| Item 1 | Legal Proceedings | 39 | ||
| Item 6 | Exhibits and Reports on Form 8-K | 39 | ||
| Signature | 40 | |||
| Certifications | ||||
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, authorized170,000 and 170,000 shares, respectively; issued66,318 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 losspro forma | $ | (390 | ) | $ | (10,130 | ) | ||
Net income (loss) per share: |
||||||||
| As reportedbasic & diluted | $ | (0.00 | ) | $ | (0.21 | ) | ||
| Pro formabasic & 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