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8-K - FORM 8-K - NAVISITE INC | b85585e8vk.htm |
Exhibit 99.1
Contact:
Claudine Bianchi
978-946-7726
cbianchi@navisite.com
978-946-7726
cbianchi@navisite.com
NaviSite Reports Second Quarter Fiscal Year 2011 Financial Results
Second Quarter Recurring Hosting Revenue Grew 8% Annually
Second Quarter Adjusted EBITDA Grew 13% Annually
Andover, MA, March 15, 2011 NaviSite, Inc. (NASDAQ: NAVI), a premier provider of
enterprise-class hosting, managed application, managed messaging and
managed cloud services, today
reported financial results for the second quarter of fiscal year 2011 ended January 31, 2011.
NaviSite completed the sale of its Dallas colocation data center during the second quarter of
fiscal year 2011, for gross cash proceeds of $12.75 million. The results of operations reported
exclude the results of discontinued operations for the periods presented.
Financial Results for the Second Quarter of Fiscal Year 2011
| Total revenue for the quarter ended January 31, 2011 was $32.4 million, representing a year-over-year increase of 7% and a sequential increase of 1%. |
| Recurring hosting revenue was $31.3 million for the second quarter, representing a year-over-year increase of 8% and a sequential increase of 1%. |
| EBITDA, excluding impairment costs, stock-based compensation, severance and other non-operational charges (EBITDA, as adjusted) for the second quarter was $7.4 million, representing a year-over-year increase of 13% and a sequential increase of 3%. |
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
| Net income attributable to common shareholders for the second quarter was $4.8 million, or $0.13 per share, compared to a loss of $2.9 million, or $(0.08) per share, in the second quarter of fiscal year 2010. The net income for the second quarter was mainly due to the gain on the sale of our Dallas colocation data center. |
Financial and Business Highlights
| Time Warner Cable Inc. (NYSE: TWC) and NaviSite announced an agreement under which Time Warner Cable will acquire NaviSite for $5.50 per common share in cash, or a total equity value of approximately $230 million. |
| Announced the sale of our Dallas, Texas colocation business to Cologix Dallas, Inc., a subsidiary of Cologix, Inc., for $12.75 million in cash. |
| Booked $0.6 million of incremental monthly revenue with an average term of 16 months in the second quarter of fiscal year 2011 compared to $0.7 million booked in the second quarter of fiscal year 2010 with an average term of 24 months. |
| Booked $0.1 million of cloud expected monthly recurring revenue in our second quarter of cloud availability, an increase of 34% from the prior quarter and representing over 17% of our total bookings for the quarter. |
| Customer churn, defined as the loss of a customer or a reduction in a customers monthly recurring revenue from our active customer pool, was 1.1% per month during the quarter, compared to 1.1% per month in second quarter of fiscal year 2010 and 1.2% in the prior quarter. |
EBITDA and Other Non-GAAP Measures
EBITDA is not a recognized measure for financial-statement presentation under United States
generally accepted accounting principles (GAAP). NaviSite believes that non-GAAP measures, such
as EBITDA and adjusted EBITDA, provide investors with useful supplemental measures of our actual
and expected operating and financial performance by excluding the impact of interest, taxes,
depreciation and amortization from net income (loss). We also exclude impairment costs,
stock-based compensation, severance, discontinued operations, related gain on discontinued
operations, and other non-recurring charges, as such items may be considered to be of a
non-operational nature. EBITDA, as adjusted, does not have any standardized definition and
therefore may not be comparable to similar measures presented by other reporting companies. We use
EBITDA, as adjusted, to assist in evaluating our actual and expected operating and financial
performance. The non-GAAP results should not be evaluated in
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
isolation from, or as a substitute for, our financial results prepared in accordance with GAAP. A
table reconciling our net income (loss), as reported, to EBITDA, as adjusted are included in the
condensed consolidated financial statements in this release. We believe that using EBITDA and
adjusted EBITDA together with net income (loss) will help investors better understand our
underlying financial performance.
About NaviSite
NaviSite, Inc. (NASDAQ: NAVI) is a leading worldwide provider of enterprise-class,
cloud-enabled hosting, managed applications and services. NaviSite provides a full suite of
reliable and scalable managed services, including Application Services, industry-leading Enterprise
Hosting, and Managed Cloud Services for enterprises looking to outsource IT infrastructures and
lower their capital and operational costs. Enterprise customers depend on NaviSite for customized
solutions, delivered through a global footprint of state-of-the-art data centers. For more
information about NaviSites services, please visit www.navisite.com.
###
This release contains forward-looking statements that address a variety of subjects, including
NaviSites expected future operating and financial results, such as profitability, revenue growth
and EBITDA, the success and performance of our product and service offerings and our strategic
business plans for growing our customer base. All statements other than statements of historical
fact including, without limitation, those with respect to our goals, plans and strategies set
forth herein are forward-looking statements. The following important factors and uncertainties,
along with general economic conditions, changes in economic conditions and others, could cause
actual results to differ materially from those described in these forward-looking statements. Our
success including our ability to improve our gross profit, to improve our cash flows, to expand
our operations and revenue and to reach and sustain profitability depends in part on our ability
to execute on our business strategy and the continued and increased demand for, and market
acceptance of, our products and services. We may not remain compliant with our agreement with our
senior secured lenders, including financial covenants. Our financial forecasts may not be
achieved, including those as to expected EBITDA and revenue. We may be unable to raise the
necessary funds to meet our payment obligations to our lending group under our senior secured
credit facility and other creditors. We may not be able to expand our operations in accordance
with our business strategy. We may experience difficulties integrating technologies, operations
and personnel in accordance with our business strategy. Our products, technologies and resources
may not successfully operate with the technology, resources and applications of third parties.
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
We derive a significant portion of our revenue from a small number of customers, and the loss of
any of those customers could significantly damage our financial condition and results of
operations. Competition has increased, and technological changes made, in the markets in which we
compete. For a detailed discussion of cautionary statements that may affect our future results of
operations and financial results, please refer to our filings with the Securities and Exchange
Commission, including our most recent annual report on Form 10-K and our quarterly reports on Form
10-Q. Forward-looking statements represent our current expectations and are inherently uncertain.
We do not undertake any obligation to update forward-looking statements that we make. All logos,
company and product names may be trademarks or registered trademarks of their respective owners.
Additional Information and Where to Find It
NaviSite, Inc. has filed a preliminary proxy statement on
March 1, 2011 and intends to file with the Securities and Exchange Commission (the SEC) a definitive
proxy statement and other relevant materials in connection with the proposed merger (the Merger)
with Avatar Merger Sub Inc. (Merger Sub), pursuant to which NaviSite would be acquired by Time
Warner Cable Inc. (TWC). The preliminary proxy statement
contains, and the definitive proxy statement will contain, important information about the
proposed Merger and related matters. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE MERGER, INVESTORS AND STOCKHOLDERS OF NAVISITE ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. The proxy statement and other relevant materials (when they become available),
and any other documents filed by NaviSite with the SEC, may be obtained free of charge at the SECs
website at www.sec.gov or from NaviSite by contacting NaviSite at NaviSite, Inc., Attention:
Investor Relations, 400 Minuteman Road, Andover, MA 01810 or by telephone at (978) 682-8300.
Participants in the Solicitation
NaviSite and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from NaviSites stockholders in connection with the Merger. Information
about NaviSites directors and executive officers is set forth
in NaviSites preliminary proxy statement on
Schedule 14A, filed with the SEC on March 1, 2011 and NaviSites Annual Report on
Form 10-K filed with the SEC on October 22, 2010. These documents are available free of charge at
the SECs web site at www.sec.gov and from NaviSite by contacting NaviSite at NaviSite, Inc.,
Attention: Investor Relations, 400 Minuteman Road, Andover, MA 01810 or by telephone at (978)
682-8300. Additional information regarding the interests of participants in the solicitation of
proxies in connection with the Merger will be included in the proxy statement that NaviSite intends
to file with the SEC.
NaviSite
has retained D.F. King & Co., Inc. to assist it in the
solicitation of proxies for the special meeting. D.F. King can be contacted at:
D.F. King
& Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Toll free: 1-800-628-8532
Banks and brokers call: (212) 269-5550
Email: navisite@dfking.com
48 Wall Street, 22nd Floor
New York, NY 10005
Toll free: 1-800-628-8532
Banks and brokers call: (212) 269-5550
Email: navisite@dfking.com
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
NaviSite Financial Tables
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(in thousands, except per share data)
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
January 31, 2011 | January 31, 2010 | January 31, 2011 | January 31, 2010 | |||||||||||||
Unaudited | ||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
Revenue |
$ | 32,311 | $ | 30,156 | $ | 64,329 | $ | 59,405 | ||||||||
Revenue, related parties |
42 | 74 | 82 | 168 | ||||||||||||
Total revenue |
32,353 | 30,230 | 64,411 | 59,573 | ||||||||||||
Cost of
revenue, excluding stock compensation, depreciation and amortization |
15,777 | 14,323 | 31,009 | 28,500 | ||||||||||||
Depreciation and amortization |
4,802 | 4,000 | 9,307 | 7,898 | ||||||||||||
Stock compensation |
244 | 287 | 447 | 581 | ||||||||||||
Cost of revenue |
20,823 | 18,610 | 40,763 | 36,979 | ||||||||||||
Gross profit |
11,530 | 11,620 | 23,648 | 22,594 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling and marketing, excluding stock compensation |
4,547 | 4,888 | 9,132 | 9,423 | ||||||||||||
General and administrative, excluding stock compensation |
6,559 | 4,974 | 13,094 | 10,073 | ||||||||||||
Stock compensation |
446 | 543 | 1,097 | 1,120 | ||||||||||||
Total operating expenses |
11,552 | 10,405 | 23,323 | 20,616 | ||||||||||||
(Loss) / Income from operations |
(22 | ) | 1,215 | 325 | 1,978 | |||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
9 | 4 | 22 | 11 | ||||||||||||
Interest expense |
(1,459 | ) | (2,100 | ) | (2,942 | ) | (4,399 | ) | ||||||||
Other income (expense), net |
328 | 182 | 219 | 280 | ||||||||||||
Loss from continuing operations before income taxes and discontinued
operations |
(1,144 | ) | (699 | ) | (2,376 | ) | (2,130 | ) | ||||||||
Income tax benefit (expense) |
265 | (317 | ) | (42 | ) | (674 | ) | |||||||||
Net Loss from continuing operations before discontinued operations |
(879 | ) | (1,016 | ) | (2,418 | ) | (2,804 | ) | ||||||||
Income (loss) from discontinued operations, net of income taxes |
268 | (922 | ) | 614 | (1,518 | ) | ||||||||||
Gain from sale of discontinued operations, net of income taxes |
6,443 | | 6,437 | | ||||||||||||
Net income (loss) |
5,832 | (1,938 | ) | 4,633 | (4,322 | ) | ||||||||||
Accretion of preferred stock dividends |
(1,024 | ) | (925 | ) | (2,019 | ) | (1,824 | ) | ||||||||
Net income (loss) attributable to common stockholders |
$ | 4,808 | $ | (2,863 | ) | $ | 2,614 | $ | (6,146 | ) | ||||||
Basic and diluted net income (loss) per common share: |
||||||||||||||||
Loss from continuing operations attributable to common shareholders |
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.12 | ) | $ | (0.13 | ) | ||||
Income (loss) from discontinued operations |
$ | 0.01 | $ | (0.03 | ) | $ | 0.02 | $ | (0.04 | ) | ||||||
Gain from sale of discontinued operations |
$ | 0.17 | $ | | $ | 0.17 | $ | | ||||||||
Net income (loss) attributable to common stockholders |
$ | 0.13 | $ | (0.08 | ) | $ | 0.07 | $ | (0.17 | ) | ||||||
Basic and diluted weighted average number of common shares
outstanding |
37,076 | 36,269 | 37,027 | 36,136 | ||||||||||||
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
NaviSite Financial Tables
Net Income (Loss) to EBITDA, as Adjusted, Reconciliation
For the Three Months Ended | ||||||||
January 31, 2011 | January 31, 2010 | |||||||
Unaudited | ||||||||
(In thousands) | ||||||||
Net income (loss), as reported |
$ | 5,832 | $ | (1,938 | ) | |||
Depreciation |
4,320 | 3,554 | ||||||
Amortization |
634 | 658 | ||||||
Interest income/expense, net |
1,450 | 2,096 | ||||||
Income taxes |
(265 | ) | 317 | |||||
EBITDA |
11,971 | 4,687 | ||||||
Stock-based compensation |
690 | 830 | ||||||
Severance |
19 | 23 | ||||||
(Income) loss from discontinued operations |
(268 | ) | 922 | |||||
Gain from sale of discontinued operations |
(6,443 | ) | | |||||
Transaction fees and integration costs |
1,386 | 33 | ||||||
EBITDA, as adjusted (excludes stock based compensation,
severance, discontinued operations, related gain on sale of
discontinued operations, transaction fees and integration costs) |
$ | 7,355 | $ | 6,495 | ||||
For the Six Months Ended | ||||||||
January 31, 2011 | January 31, 2010 | |||||||
Unaudited | ||||||||
(In thousands) | ||||||||
Net income (loss), as reported |
$ | 4,633 | $ | (4,322 | ) | |||
Depreciation |
8,989 | 6,914 | ||||||
Amortization |
1,270 | 1,382 | ||||||
Interest income/expense, net |
2,920 | 4,388 | ||||||
Income taxes |
42 | 674 | ||||||
EBITDA |
17,854 | 9,036 | ||||||
Stock based compensation |
1,544 | 1,701 | ||||||
Severance |
244 | 52 | ||||||
(Income) loss from discontinued operations |
(614 | ) | 1,518 | |||||
Gain from sale of discontinued operations |
(6,437 | ) | | |||||
Transaction fees and integration costs |
1,875 | 34 | ||||||
EBITDA, as adjusted (excludes stock based compensation,
severance, discontinued operations, related gain on sale of
discontinued operations, transaction fees and integration costs ) |
$ | 14,466 | $ | 12,341 | ||||
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
NaviSite Financial Tables
Condensed Consolidated Balance Sheets
January 31, 2011 | July 31, 2010 | |||||||
Unaudited | Unaudited | |||||||
(In thousands) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 5,084 | $ | 4,620 | ||||
Accounts receivable, less allowance for doubtful accounts of $1,798
and $1,812 at January 31, 2011 and July 31, 2010, respectively |
12,957 | 12,532 | ||||||
Unbilled accounts receivable |
246 | 730 | ||||||
Prepaid expenses and other current assets |
9,452 | 11,244 | ||||||
Total current assets |
27,739 | 29,126 | ||||||
Non-current assets |
83,678 | 87,911 | ||||||
Total assets |
$ | 111,417 | $ | 117,037 | ||||
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |
||||||||
Current liabilities: |
||||||||
Notes payable, current portion |
$ | 3,703 | $ | 4,150 | ||||
Capital lease obligations, current portion |
4,891 | 4,830 | ||||||
Accounts payable |
5,544 | 7,379 | ||||||
Accrued expenses, deferred revenue, deferred
other income and customer deposits |
18,845 | 19,237 | ||||||
Total current liabilities |
32,983 | 35,596 | ||||||
Total non-current liabilities |
58,271 | 67,977 | ||||||
Total liabilities |
91,254 | 103,573 | ||||||
Preferred stock |
36,303 | 34,284 | ||||||
Total stockholders equity (deficit) |
(16,140 | ) | (20,820 | ) | ||||
Total liabilities, preferred stock and stockholders equity (deficit) |
$ | 111,417 | $ | 117,037 | ||||
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |
NaviSite Financial Tables
Condensed Consolidated Statements of Cash Flow
For the Three Months Ended | ||||||||
January 31, 2011 | January 31, 2010 | |||||||
Unaudited | ||||||||
(In thousands) | ||||||||
Net cash provided by operating activities |
$ | 2,118 | $ | 12,476 | ||||
Net cash provided by (used for) investing activities |
6,286 | (4,570 | ) | |||||
Net cash used for financing activities |
(9,885 | ) | (11,122 | ) | ||||
Effect of exchange rate changes on cash |
(40 | ) | (17 | ) | ||||
Net decrease in cash and cash equivalents |
(1,521 | ) | (3,233 | ) | ||||
Cash and cash equivalents, beginning of period |
6,605 | 4,178 | ||||||
Cash and cash equivalents, end of period |
$ | 5,084 | $ | 945 | ||||
For the Six Months Ended | ||||||||
January 31, 2011 | January 31, 2010 | |||||||
Unaudited | ||||||||
(In thousands) | ||||||||
Net cash provided by operating activities |
$ | 8,665 | $ | 17,081 | ||||
Net cash provided by (used for) investing activities |
2,603 | (8,321 | ) | |||||
Net cash used for financing activities |
(10,806 | ) | (18,336 | ) | ||||
Effect of exchange rate changes on cash |
2 | (13 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
464 | (9,589 | ) | |||||
Cash and cash equivalents, beginning of period |
4,620 | 10,534 | ||||||
Cash and cash equivalents, end of period |
$ | 5,084 | $ | 945 | ||||
400 Minuteman Road, Andover, MA 01810, P. 978-682-8300, F. 978-688-8100 | www.navisite.com |