UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 July 30, 2004, there were 46,786,877 shares of the Registrant’s Common Stock, par value $0.001 per share, outstanding.
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Item 1 — |
Condensed Consolidated Financial Statements |
3 |
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Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003 (unaudited) |
3 |
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4 |
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5 |
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6 |
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Condensed Notes to Consolidated Financial Statements (unaudited) |
7 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
16 |
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37 |
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37 |
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37 |
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37 |
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39 |
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39 |
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41 |
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2
Part I – Financial Information
iBasis, Inc.
(unaudited)
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June 30, |
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December 31, |
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(in thousands, except per share data) |
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Assets |
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Cash and cash equivalents |
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$ |
18,217 |
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$ |
17,270 |
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Accounts receivable, net of allowance for doubtful accounts of $3,132 and $3,128, respectively |
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25,692 |
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21,767 |
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Prepaid expenses and other current assets |
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2,875 |
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5,295 |
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Total current assets |
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46,784 |
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44,332 |
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Property and equipment, at cost: |
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Network equipment |
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67,990 |
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67,441 |
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Equipment under capital lease |
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9,558 |
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9,558 |
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Computer software |
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8,763 |
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8,387 |
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Leasehold improvements |
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6,437 |
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6,414 |
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Furniture and fixtures |
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1,065 |
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1,062 |
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93,813 |
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92,862 |
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Less: Accumulated depreciation and amortization |
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(81,996 |
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(75,687 |
) |
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Property and equipment, net |
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11,817 |
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17,175 |
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Deferred debt financing costs, net |
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191 |
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326 |
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Long term investment in non-marketable security |
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— |
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5,000 |
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Other assets |
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358 |
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705 |
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Total assets |
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$ |
59,150 |
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$ |
67,538 |
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Liabilities and Stockholders’ Deficit |
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Accounts payable |
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$ |
24,510 |
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$ |
19,902 |
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Accrued expenses |
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13,875 |
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18,652 |
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Deferred revenue |
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3,421 |
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417 |
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Current portion of long-term debt |
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4,023 |
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2,097 |
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Total current liabilities |
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45,829 |
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41,068 |
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Long term debt, net of current portion |
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66,285 |
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65,829 |
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Other long term liabilities |
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1,200 |
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2,749 |
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Stockholders’ deficit: |
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Common stock, $0.001 par value, authorized – 170,000 and 85,000 shares, respectively; issued – 46,656 and 45,913 shares, respectively; |
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48 |
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46 |
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Treasury stock; 1,135,113 shares at cost |
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(341 |
) |
(341 |
) |
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Additional paid-in capital |
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373,590 |
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370,393 |
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Accumulated deficit |
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(427,461 |
) |
(412,206 |
) |
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Total stockholders’ deficit |
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(54,164 |
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(42,108 |
) |
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Total liabilities and stockholders’ deficit |
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$ |
59,150 |
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$ |
67,538 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
iBasis, Inc.
Condensed Consolidated Statements
of Operations
(unaudited)
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Three Months Ended June 30, |
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2004 |
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2003 |
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(in thousands, except per share data) |
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Net revenue |
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$ |
61,175 |
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$ |
39,119 |
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Costs and operating expenses: |
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Data communications and telecommunications (excluding depreciation and amortization) |
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52,066 |
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33,370 |
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Research and development |
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3,542 |
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3,442 |
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Selling and marketing |
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2,131 |
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1,903 |
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General and administrative |
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3,266 |
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2,820 |
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Depreciation and amortization |
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2,787 |
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5,749 |
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Non-cash stock-based compensation |
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— |
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28 |
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Total cost and operating expenses |
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63,792 |
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47,312 |
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Loss from operations |
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(2,617 |
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(8,193 |
) |
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Interest income |
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14 |
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41 |
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Interest expense |
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(809 |
) |
(971 |
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Gain on bond exchanges |
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— |
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3,716 |
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Other expenses, net |
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(66 |
) |
(98 |
) |
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Refinancing transaction costs |
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(1,954 |
) |
— |
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Refinancing related interest expense |
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(481 |
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— |
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Net loss |
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$ |
(5,913 |
) |
$ |
(5,505 |
) |
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Basic and diluted net loss per share: |
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Basic |
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$ |
(0.13 |
) |
$ |
(0.12 |
) |
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Diluted |
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