Exhibit 99.1
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FOR IMMEDIATE RELEASE
InPhonic Announces Financial Results for Fourth Quarter and Year End
WASHINGTON, February 21, 2006 (BUSINESS WIRE) — InPhonic, Inc. (NASDAQ:INPC), a leading online seller of wireless services and products, today reported financial results for its fourth quarter and year ended December 31, 2005.
Revenue was $320.5 million for the year ended December 31, 2005, compared to revenue of $154.9 million for the year ended December 31, 2004. Loss from continuing operations for the year ended December 31, 2005 was $(37.8) million, compared to a loss from continuing operations of $(14.6) million for the year ended December 31, 2004.
Revenue was $85.2 million for the fourth quarter 2005, compared to $48.7 million for the fourth quarter 2004. Our fourth quarter results included write-downs and reserve increases of $7.8 million. Loss from continuing operations for the fourth quarter 2005 was $(24.8) million, compared to a loss from continuing operations of $(3.3) million for the fourth quarter of 2004.
During the fourth quarter 2005, InPhonic sold the assets of its Liberty Wireless MVNO and, accordingly, has classified these operations as discontinued operations in its financial statements and the accompanying financial tables.
“Our fourth quarter and full year results were disappointing and came in below our expectations,” said David A. Steinberg, InPhonic’s Chairman and CEO. “With the sale of Liberty Wireless behind us, we will be better able to focus our attention on achieving profitability.”
In an effort to simplify our financial reporting we are presenting Adjusted EBITDA and Adjusted Earnings before Taxes (“Adjusted EBT”) calculations for the full year and the quarter, which reflect the impact of the discontinued operations on our GAAP results and, for 2004, the one-time recognition of $3.1 million in revenue that was previously deferred in accordance with Staff Accounting Bulletin No. 104,Revenue Recognition in Financial Statements, and do not include other non-recurring charges reported in prior periods.
Non-GAAP Adjusted EBITDA for the year ended December 31, 2005 was $7.2 million, compared to non-GAAP Adjusted EBITDA of $1.3 million for the year ended December 31, 2004, an improvement of $5.9 million year over year. Non-GAAP Adjusted EBITDA for the year ended December 31, 2004 also excludes the effects of the one-time recognition of $3.1 million in revenue that was previously deferred in accordance with Staff Accounting Bulletin No. 104,Revenue Recognition in Financial Statements. Non-GAAP Adjusted EBT for the year ended December 31, 2005 was $0.4 million, or $0.01 per basic and diluted share, reflecting an improvement of $4.5 million compared to non-GAAP Adjusted EBT of $(4.1) million, or $(0.29) per basic and diluted share for the year ended December 31, 2004.
Non-GAAP Adjusted EBITDA for the fourth quarter 2005 was $(12.4) million, compared to non-GAAP Adjusted EBITDA of $3.4 million for the fourth quarter 2004, a decline of $15.8 million year over year. InPhonic’s results for the fourth quarter 2005 included write-downs and reserve increases of $7.8 million and non-recurring operating expenses associated with Liberty Wireless, which we sold during the period, and the streamlining of our business of $10.3 million. For comparison purposes, under the methodology used for presenting Non-GAAP Adjusted EBITDA in prior periods, these amounts would have been excluded from the Non-GAAP Adjusted EBITDA. Non-GAAP Adjusted EBT for the fourth quarter 2005 was $(14.6) million, or $(0.41) per basic and diluted share, reflecting a decline of $(16.5) million compared to non-GAAP Adjusted EBT of $1.9 million, or $0.05 per diluted share for the fourth quarter 2004.
Mr. Steinberg continued, “We are confident that we are undertaking the necessary steps to improve our customer experience and streamline our operations. Additionally, in an effort to increase visibility into our earnings, in the first quarter, we are entering into contracts that contain residual-based compensation plans with three of the top six carriers, partly replacing our tier bonus structure. This would have a near-term impact of reducing operating margins. We believe a change in compensation structure toward a residual base will help drive more consistent long-term earnings. We recognize that delivering consistent profitability to our shareholders is paramount to increasing investor confidence.”
Adjusted EBITDA is defined as earnings before non-cash interest expense, taxes, depreciation and amortization, restructuring costs, stock-based compensation, non-cash loss on investments and the net impact of discontinued operations. Adjusted EBT is defined as earnings excluding non-cash interest expense, amortization related to acquired intangibles, restructuring costs, stock-based compensation, non-cash loss on investments and the net impact of discontinued operations. Adjusted EBT per diluted share is defined as the per share value of Adjusted EBT on a fully diluted basis.
2005 Operating Highlights
| • | | Implemented Direct-to-You program with Radio Shack’s client, Sam’s Club, a division of Wal-Mart; |
| • | | Signed a new agreement with marketing partner, America Online, to implement the launch of AOLMobile.com; |
| • | | Launched online customer acquisition program for Sprint PCS; |
| • | | Added several new complimentary products to our portfolio including wireless accessories, device protection, data services and mobile content; |
| • | | InPhonic expands into digital broadcast satellite services with the asset acquisition of VMC Satellite, Inc.; |
| • | | Sold the Liberty Wireless subscriber base, the popular Liberty Wireless brand and the Hispanic-targeted, Spanish language Viva LibertySM brand to TelePlus Wireless Corp. |
Business Outlook
The following business outlook is based on current information and expectations as of February 21, 2006. It is currently expected the outlook will not be updated until the release of InPhonic’s next quarterly earnings announcement, notwithstanding subsequent developments; however, InPhonic may update the outlook or any portion thereof at any time.
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| | Q1 2006
| | FY 2006
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Revenue (in millions) | | $83.0 - $85.0 | | $400.0 - $410.0 |
Adjusted EBITDA | | $2.0 - $2.2 | | $22.0 - $24.0 |
Adjusted EBT per diluted share | | $0.05 - $0.06 | | $0.58 -$0.63 |
Adjusted EBT per share excludes the effects of FASB 123R and stock-based compensation.
Operating margins for 2006 will be lower than originally expected, due to an anticipated slight reduction in carrier commissions in exchange for residual commissions. These residual commissions are expected to be accretive to operating margins in years beyond 2006.
Non-GAAP Financial Measures
A reconciliation between GAAP and Non-GAAP results is shown immediately following the Unaudited Condensed Consolidated Statements of Cash Flows.
The Company believes that the presentation of the above Non-GAAP measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. The Company believes when U.S. GAAP results are viewed in conjunction with these Non-GAAP measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, the Company’s management uses these measures for reviewing the Company’s financial results.
These measures should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for, or superior to, GAAP results. The Company has reconciled Non-GAAP financial
measures included in this press release to the nearest GAAP measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these Non-GAAP financial measures to their most directly comparable GAAP financial measure.
Conference Call
Company management will be holding a conference call today, Tuesday, February 21, 2006 at 5:00 PM Eastern Time to discuss its fourth quarter and year ended December 31, 2005 financial results and provide a Company update. Supplemental financial information will also be available to guide participants through the call atwww.inphonic.com in the Investors Relations section.
The conference call can be accessed by the following:
| • | | 877-502-9272 (Domestic) or 913-981-5581 (International); passcode 2258048. |
| • | | The replay will be available through March 2, 2006 by dialing 888-203-1112 (Domestic) or 719-457-0820 (International); passcode 2258048. |
| • | | The Company will also audio Webcast the call. A link to the audio Webcast will be available at http://investor.inphonic.com/. |
| • | | Other call information and an audio Webcast archive following the call will be available at http://investor.inphonic.com/. |
About InPhonic
Headquartered in Washington, D.C., InPhonic, Inc. (NASDAQ: INPC) is a leading online seller of wireless services and products. InPhonic sells these services and devices, and provides world-class customer service through websites that it creates and manages for online businesses, national retailers, member-based organizations and associations under their own brands. InPhonic also operates Wirefly, a leading mobile phones and wireless plans comparison site that was awarded “Best of the Web” by Forbes magazine in 2004. InPhonic also delivers a full range of mobility solutions to enterprise clients through its Mobile Virtual Network Enablement (MVNE) platform. In 2004, InPhonic was selected #1 company of the year on the Inc. 500 – Inc. Magazine’s list of the fastest-growing privately held companies in the United States. More recently, InPhonic was named T-Mobile’s Internet Partner of the Year for 2004. For more information on the company, its products and services, visit the InPhonic Corporate Web site atwww.inphonic.com. INPCG
“Safe Harbor” Statement - Under the Private Securities Litigation Reform Act of 1995, this press release may contain forward-looking statements that involve risks and uncertainties. Important factors, which could cause actual operating results to differ materially from those in the forward-looking statements, are detailed in filings with the Securities and Exchange Commission made from time to time by the Company. This press release and statements are current as of the date of the individual announcements and the Company undertakes no obligation to publicly release any revisions to any forward-looking statement to reflect events or circumstances after the date thereof or to reflect the occurrence of unanticipated events.
Forward-Looking Statements - This press release contains forward-looking statements, including, without limitation, all statements related to future financial performance, plans to grow our business and build our brand. Words such as “expect,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon our current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to our fluctuating operating results, seasonality in our business, our ability to acquire products on reasonable terms, our online business model, demand for our products, the strength of our brand, competition, our ability to fulfill orders and other risks detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the Year ended December 31, 2004 and our Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and InPhonic undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Contacts:
| | |
InPhonic, Inc. | | Blue Shirt Group |
Diana Hayden | | Todd Friedman |
Senior Director, Investor Relations | | (415) 217-7722 |
(202) 333-0001 | | todd@blueshirtgroup.com |
dhayden@inphonic.com | | |
INPHONIC, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share and share amounts)
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| | Three Months Ended December 31,
| | | Year Ended December 31,
| |
| | 2004
| | | 2005
| | | 2004
| | | 2005
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Revenues: | | | | | | | | | | | | | | | | |
Activations and services | | $ | 37,842 | | | $ | 63,122 | | | $ | 123,265 | | | $ | 233,730 | |
Equipment | | | 10,874 | | | | 22,080 | | | | 31,603 | | | | 86,809 | |
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Total revenues | | | 48,716 | | | | 85,202 | | | | 154,868 | | | | 320,539 | |
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Cost of revenues, exclusive of depreciation and amortization: | | | | | | | | | | | | | | | | |
Activations and services | | | 390 | | | | 326 | | | | 1,752 | | | | 1,221 | |
Equipment | | | 26,942 | | | | 55,524 | | | | 83,075 | | | | 190,509 | |
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Total cost of revenues | | | 27,332 | | | | 55,850 | | | | 84,827 | | | | 191,730 | |
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Operating expenses: | | | | | | | | | | | | | | | | |
Sales and marketing, exclusive of depreciation and amortization | | | 10,325 | | | | 31,975 | | | | 40,022 | | | | 93,574 | |
General and administrative, exclusive of depreciation and amortization | | | 12,462 | | | | 18,512 | | | | 37,787 | | | | 62,839 | |
Depreciation and amortization | | | 1,827 | | | | 3,461 | | | | 6,444 | | | | 9,840 | |
Restructuring costs | | | — | | | | 444 | | | | — | | | | 1,291 | |
Loss on investment | | | — | | | | — | | | | 150 | | | | 228 | |
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Total operating expenses | | | 24,614 | | | | 54,392 | | | | 84,403 | | | | 167,772 | |
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Operating loss | | | (3,230 | ) | | | (25,040 | ) | | | (14,362 | ) | | | (38,963 | ) |
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Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 437 | | | | 591 | | | | 756 | | | | 2,167 | |
Interest expense | | | (530 | ) | | | (371 | ) | | | (979 | ) | | | (970 | ) |
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Total other income (expense) | | | (93 | ) | | | 220 | | | | (223 | ) | | | 1,197 | |
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Loss from continuing operations | | | (3,323 | ) | | | (24,820 | ) | | | (14,585 | ) | | | (37,766 | ) |
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Discontinued operations: | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations | | | 1,934 | | | | (1,131 | ) | | | 4,346 | | | | (1,784 | ) |
Gain on sale | | | — | | | | 1,355 | | | | — | | | | 1,355 | |
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Total income (loss) from discontinued operations | | | 1,934 | | | | 224 | | | | 4,346 | | | | (429 | ) |
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Net loss | | | (1,389 | ) | | | (24,596 | ) | | | (10,239 | ) | | | (38,195 | ) |
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Preferred stock dividends and accretion | | | (6,520 | ) | | | — | | | | (22,049 | ) | | | — | |
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Net loss attributable to common stockholders | | $ | (7,909 | ) | | $ | (24,596 | ) | | $ | (32,288 | ) | | $ | (38,195 | ) |
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Basic and diluted net loss per share: | | | | | | | | | | | | | | | | |
Net loss from continuing operations | | $ | (0.46 | ) | | $ | (0.70 | ) | | $ | (2.60 | ) | | $ | (1.10 | ) |
Net gain (loss) from discontinued operations | | | 0.09 | | | | 0.01 | | | | 0.31 | | | | (0.01 | ) |
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Basic and diluted net loss per share | | $ | (0.37 | ) | | $ | (0.69 | ) | | $ | (2.29 | ) | | $ | (1.11 | ) |
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Basic and diluted weighted average shares outstanding | | | 21,385,595 | | | | 35,463,559 | | | | 14,074,505 | | | | 34,417,954 | |
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Unaudited Stock-Based Compensation (in thousands): | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31,
| | | Years Ended December 31,
| |
| | 2004
| | | 2005
| | | 2004
| | | 2005
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Sales and marketing - continuing operations | | $ | 1,590 | | | $ | 441 | | | $ | 2,111 | | | $ | 2,201 | |
Sales and marketing - discontinued operations | | | 59 | | | | 568 | | | | 135 | | | | 782 | |
General and administrative - continuing operations | | | 1,117 | | | | 3,881 | | | | 5,096 | | | | 15,585 | |
General and administrative - discontinued operations | | | 12 | | | | 6 | | | | 39 | | | | 50 | |
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Total stock-based compensation | | $ | 2,778 | | | $ | 4,896 | | | $ | 7,381 | | | $ | 18,618 | |
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INPHONIC, INC. & SUBSIDIARIES
Unaudited Selected Segment information
(in thousands)
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| | Three Months Ended December 31,
| | Years Ended December 31,
|
| | 2004
| | 2005
| | 2004
| | 2005
|
Revenue: | | | | | | | | | | | | |
Wireless Activation and Services (a) | | $ | 46,961 | | $ | 83,171 | | $ | 147,527 | | $ | 312,504 |
MVNE Services (b) | | | — | | | 993 | | | — | | | 3,399 |
Data Services | | | 1,755 | | | 1,038 | | | 7,341 | | | 4,636 |
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Total revenues | | $ | 48,716 | | $ | 85,202 | | $ | 154,868 | | $ | 320,539 |
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Cost of revenues, exclusive of depreciation and amortization: | | | | | | | | | | | | |
Wireless Activation and Services (a) | | $ | 26,940 | | $ | 55,524 | | $ | 83,062 | | $ | 190,507 |
MVNE Services (b) | | | — | | | 176 | | | — | | | 473 |
Data Services | | | 392 | | | 150 | | | 1,765 | | | 750 |
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Total cost of revenues | | $ | 27,332 | | $ | 55,850 | | $ | 84,827 | | $ | 191,730 |
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(a) | The Wireless Activation and Services segment includes financial results of the Wireless Activations and Satellite Television business units. |
(b) | MVNE Services segment excludes financial results of the Liberty Wireless MVNO Services business unit. |
INPHONIC, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
| | | | | | | | |
| | December 31, 2004
| | | December 31, 2005
| |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 100,986 | | | $ | 70,783 | |
Accounts receivable | | | 18,964 | | | | 34,606 | |
Inventory, net | | | 9,117 | | | | 17,693 | |
Prepaid expenses | | | 11,380 | | | | 2,405 | |
Current assets of discontinued operations | | | 2,074 | | | | 1,852 | |
Deferred costs and other current assets | | | 2,189 | | | | 6,823 | |
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Total current assets | | | 144,710 | | | | 134,162 | |
Restricted cash and cash equivalents | | | 500 | | | | 400 | |
Property and equipment, net | | | 5,975 | | | | 12,121 | |
Goodwill | | | 9,479 | | | | 31,140 | |
Intangible assets, net | | | 1,490 | | | | 12,651 | |
Deposits and other assets | | | 1,226 | | | | 3,058 | |
Non-current assets of discontinued operations | | | 409 | | | | 578 | |
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Total assets | | $ | 163,789 | | | $ | 194,110 | |
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Liabilities and Stockholders’ Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 13,334 | | | $ | 19,435 | |
Accrued expenses and other liabilities | | | 17,476 | | | | 41,709 | |
Short-term capital lease obligations | | | 279 | | | | 409 | |
Current liabilities of discontinued operations | | | 11,020 | | | | 3,130 | |
Deferred revenue | | | 9,317 | | | | 14,135 | |
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Total current liabilities | | | 51,426 | | | | 78,818 | |
Long-term capital lease obligations, net of current portion | | | 261 | | | | 442 | |
Long-term debt | | | — | | | | 15,000 | |
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Total liabilities | | | 51,687 | | | | 94,260 | |
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Stockholders’ equity: | | | | | | | | |
Common stock, $0.01 par value | | | | | | | | |
Authorized 200,000,000 shares at December 31, 2004 and 2005; issued and outstanding 32,252,573 and 35,248,277 shares at December 31, 2004 and 2005, respectively; | | | 324 | | | | 353 | |
Additional paid-in capital | | | 238,241 | | | | 264,155 | |
Accumulated deficit | | | (126,463 | ) | | | (164,658 | ) |
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Total stockholders’ equity | | | 112,102 | | | | 99,850 | |
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Total liabilities and stockholders’ equity | | $ | 163,789 | | | $ | 194,110 | |
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INPHONIC, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
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| | Three Months Ended December 31,
| | | Years Ended December 31,
| |
| | 2004
| | | 2005
| | | 2004
| | | 2005
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Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net loss | | $ | (1,389 | ) | | $ | (24,596 | ) | | $ | (10,239 | ) | | $ | (38,195 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,827 | | | | 3,461 | | | | 6,444 | | | | 9,840 | |
Non-cash interest expense, net | | | 235 | | | | 108 | | | | 306 | | | | 594 | |
Stock-based compensation | | | 2,777 | | | | 4,897 | | | | 7,381 | | | | 18,618 | |
Gain from the sale of Liberty Wireless | | | | | | | (1,355 | ) | | | — | | | | (1,355 | ) |
Non-cash write off of investment | | | — | | | | — | | | | 150 | | | | 228 | |
Changes in operating assets and liabilities, net of assets and liabilities received from business acquisition: | | | | | | | | | | | | | | | | |
Accounts receivable | | | (3,011 | ) | | | 7,705 | | | | (8,428 | ) | | | (15,916 | ) |
Inventory | | | (2,582 | ) | | | 15,661 | | | | (7,255 | ) | | | (7,540 | ) |
Prepaid expenses | | | (295 | ) | | | (454 | ) | | | (321 | ) | | | (1,721 | ) |
Deferred costs and other current assets | | | (1,304 | ) | | | (3,092 | ) | | | (120 | ) | | | (4,152 | ) |
Deposits and other assets | | | 272 | | | | (1,238 | ) | | | 167 | | | | (2,595 | ) |
Accounts payable | | | (10,019 | ) | | | (13,703 | ) | | | 429 | | | | 3,441 | |
Accrued expenses and other liabilities | | | 5,022 | | | | 8,950 | | | | 6,931 | | | | 14,488 | |
Deferred revenue | | | 2,451 | | | | (840 | ) | | | (2,035 | ) | | | 4,188 | |
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Net cash used in operating activities | | | (6,016 | ) | | | (4,496 | ) | | | (6,590 | ) | | | (20,077 | ) |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Capitalized expenditures, including internal capitalized labor | | | (1,571 | ) | | | (3,091 | ) | | | (5,544 | ) | | | (11,836 | ) |
Cash paid for acquisitions | | | (11,142 | ) | | | (111 | ) | | | (11,142 | ) | | | (8,781 | ) |
Cash paid for purchase of intangible assets | | | — | | | | (193 | ) | | | — | | | | (2,725 | ) |
Note receivable from stockholder | | | 1,165 | | | | — | | | | 1,120 | | | | — | |
Reduction in restricted cash and cash equivalent | | | 100 | | | | 100 | | | | 100 | | | | 100 | |
Net cash (paid for) received from short-term investments | | | — | | | | 5,005 | | | | — | | | | — | |
Proceeds from the sale of assets | | | — | | | | 101 | | | | — | | | | 101 | |
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Net cash provided by (used in) investing activities | | | (11,448 | ) | | | 1,811 | | | | (15,466 | ) | | | (23,141 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Proceeds (costs) of initial public offering, net of costs | | | 112,216 | | | | (1 | ) | | | 110,838 | | | | (292 | ) |
Net borrowings (repayments) on line of credit | | | (1,651 | ) | | | — | | | | — | | | | 15,000 | |
Proceeds from debt borrowings | | | 1,726 | | | | — | | | | 3,976 | | | | — | |
Principal repayments on debt | | | (10,755 | ) | | | — | | | | (10,952 | ) | | | — | |
Principal repayments of capital leases | | | (94 | ) | | | (69 | ) | | | (94 | ) | | | (284 | ) |
Proceeds from exercise of warrants and options | | | 23 | | | | 2,010 | | | | 91 | | | | 11,679 | |
Cash paid for the repurchase of common stock | | | — | | | | (9,998 | ) | | | — | | | | (13,088 | ) |
Preferred stock dividend payments | | | (9,773 | ) | | | — | | | | (9,865 | ) | | | — | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net cash provided by (used in) financing activities | | | 91,692 | | | | (8,058 | ) | | | 93,994 | | | | 13,015 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net increase (decrease) in cash and cash equivalents | | | 74,228 | | | | (10,743 | ) | | | 71,938 | | | | (30,203 | ) |
Cash and cash equivalents, beginning of the period | | | 26,758 | | | | 81,526 | | | | 29,048 | | | | 100,986 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Cash and cash equivalents, end of year | | $ | 100,986 | | | $ | 70,783 | | | $ | 100,986 | | | $ | 70,783 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Supplemental disclosure of cash flows information: | | | | | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | | | | | |
Interest | | $ | 297 | | | $ | 146 | | | $ | 849 | | | $ | 253 | |
Income taxes | | | — | | | | — | | | | — | | | | — | |
Supplemental disclosure of non-cash activities: | | | | | | | | | | | | | | | | |
Issuance of common stock in business acquisitions | | $ | — | | | $ | — | | | $ | — | | | $ | 8,209 | |
Issuance of common stock in intangible asset purchase | | | — | | | | — | | | | — | | | | 1,549 | |
Issuance of common stock warrants for debt fees | | | — | | | | — | | | | 817 | | | | — | |
Issuance of common stock to settle a liability | | | — | | | | — | | | | 50 | | | | — | |
Equipment purchased on capital lease | | | 635 | | | | 229 | | | | 635 | | | | 595 | |
Release of funds in escrow related to acquisitions | | | — | | | | — | | | | — | | | | 10,700 | |
Purchase consideration in accrued liabilities | | | — | | | | — | | | | — | | | | 3,000 | |
Preferred stock dividends and accretion to redemption value | | | 37,578 | | | | — | | | | 22,049 | | | | — | |
Conversion of preferred stock, total preferred shares converted into 13,619,536 shares of common stock | | | 92,308 | | | | — | | | | 92,308 | | | | — | |
INPHONIC, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share and share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
| |
| | Dec. 31 2004
| | | Mar. 31 2005
| | | June 30, 2005
| | | Sept. 30, 2005
| | | Dec. 31 2005
| |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Activations and services | | $ | 37,842 | | | $ | 49,751 | | | $ | 55,452 | | | $ | 65,405 | | | $ | 63,122 | |
Equipment | | | 10,874 | | | | 18,400 | | | | 19,774 | | | | 26,555 | | | | 22,080 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total revenues | | | 48,716 | | | | 68,151 | | | | 75,226 | | | | 91,960 | | | | 85,202 | |
| | | | | |
Cost of revenues, exclusive of depreciation and amortization: | | | | | | | | | | | | | | | | | | | | |
Activations and services | | | 390 | | | | 1,173 | | | | 286 | | | | (564 | ) | | | 326 | |
Equipment | | | 26,942 | | | | 38,950 | | | | 41,718 | | | | 54,317 | | | | 55,524 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total cost of revenues | | | 27,332 | | | | 40,123 | | | | 42,004 | | | | 53,753 | | | | 55,850 | |
| | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Sales and marketing, exclusive of depreciation and amortization | | | 10,325 | | | | 17,498 | | | | 19,827 | | | | 24,274 | | | | 31,975 | |
General and administrative, exclusive of depreciation and amortization | | | 12,462 | | | | 16,278 | | | | 12,299 | | | | 15,750 | | | | 18,512 | |
Depreciation and amortization | | | 1,827 | | | | 1,777 | | | | 2,142 | | | | 2,460 | | | | 3,461 | |
Restructuring costs | | | — | | | | 149 | | | | 245 | | | | 453 | | | | 444 | |
Loss on investment | | | — | | | | — | | | | 228 | | | | — | | | | — | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total operating expenses | | | 24,614 | | | | 35,702 | | | | 34,741 | | | | 42,937 | | | | 54,392 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Operating loss | | | (3,230 | ) | | | (7,674 | ) | | | (1,519 | ) | | | (4,730 | ) | | | (25,040 | ) |
Other income (expense): | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 437 | | | | 482 | | | | 545 | | | | 549 | | | | 591 | |
Interest expense | | | (530 | ) | | | (226 | ) | | | (188 | ) | | | (185 | ) | | | (371 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total other income (expense) | | | (93 | ) | | | 256 | | | | 357 | | | | 364 | | | | 220 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Loss from continuing operations | | | (3,323 | ) | | | (7,418 | ) | | | (1,162 | ) | | | (4,366 | ) | | | (24,820 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Discontinued operations: | | | | | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations | | | 1,934 | | | | 424 | | | | (490 | ) | | | (587 | ) | | | (1,131 | ) |
Gain on sale | | | — | | | | | | | | | | | | | | | | 1,355 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total income (loss) from discontinued operations | | | 1,934 | | | | 424 | | | | (490 | ) | | | (587 | ) | | | 224 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net loss | | | (1,389 | ) | | | (6,994 | ) | | | (1,652 | ) | | | (4,953 | ) | | | (24,596 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Preferred stock dividends and accretion | | | (6,520 | ) | | | — | | | | — | | | | — | | | | — | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net loss attributable to common stockholders | | $ | (7,909 | ) | | $ | (6,994 | ) | | $ | (1,652 | ) | | $ | (4,953 | ) | | $ | (24,596 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Basic and diluted net loss per share: | | | | | | | | | | | | | | | | | | | | |
Net loss from continuing operations | | $ | (0.46 | ) | | $ | (0.22 | ) | | $ | (0.03 | ) | | $ | (0.12 | ) | | $ | (0.70 | ) |
Net loss from discontinued operations | | | 0.09 | | | | 0.01 | | | | (0.02 | ) | | | (0.02 | ) | | | 0.01 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Basic and diluted net loss per share | | $ | (0.37 | ) | | $ | (0.21 | ) | | $ | (0.05 | ) | | $ | (0.14 | ) | | $ | (0.69 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Basic and diluted weighted average shares outstanding | | | 21,385,595 | | | | 32,901,398 | | | | 33,847,007 | | | | 35,515,210 | | | | 35,463,559 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
INPHONIC, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Dec. 31, 2004
| | | Mar. 31, 2005
| | | June 30, 2005
| | | Sep. 30 2005
| | | December 31, 2005
| |
Assets | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 100,986 | | | $ | 84,776 | | | $ | 65,260 | | | $ | 81,526 | | | $ | 70,783 | |
Short-term investments | | | — | | | | 4,967 | | | | 17,860 | | | | 5,005 | | | | | |
Accounts receivable, net | | | 18,964 | | | | 28,845 | | | | 39,575 | | | | 42,638 | | | | 34,606 | |
Inventory, net | | | 9,117 | | | | 13,201 | | | | 14,703 | | | | 32,633 | | | | 17,693 | |
Prepaid expenses | | | 11,380 | | | | 2,015 | | | | 1,431 | | | | 1,924 | | | | 2,405 | |
Current assets of discontinued operations | | | 2,074 | | | | 3,179 | | | | 3,394 | | | | 1,705 | | | | 1,852 | |
Deferred costs and other current assets | | | 2,189 | | | | 2,401 | | | | 2,391 | | | | 3,693 | | | | 6,823 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total current assets | | | 144,710 | | | | 139,384 | | | | 144,614 | | | | 169,124 | | | | 134,162 | |
Restricted cash and cash equivalents | | | 500 | | | | 500 | | | | 500 | | | | 500 | | | | 400 | |
Property and equipment, net | | | 5,975 | | | | 6,790 | | | | 9,336 | | | | 11,024 | | | | 12,121 | |
Goodwill | | | 9,479 | | | | 22,791 | | | | 30,710 | | | | 30,676 | | | | 31,140 | |
Intangible assets, net | | | 1,490 | | | | 5,745 | | | | 15,978 | | | | 15,008 | | | | 12,651 | |
Deposits and other assets | | | 1,226 | | | | 1,465 | | | | 1,544 | | | | 2,344 | | | | 3,058 | |
Non-current assets of discontinued operations | | | 409 | | | | 320 | | | | 205 | | | | 162 | | | | 578 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total assets | | $ | 163,789 | | | $ | 176,995 | | | $ | 202,887 | | | $ | 228,838 | | | $ | 194,110 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 13,334 | | | $ | 18,696 | | | $ | 22,634 | | | $ | 32,892 | | | $ | 19,435 | |
Accrued expenses and other liabilities | | | 17,476 | | | | 20,372 | | | | 29,768 | | | | 31,657 | | | | 41,709 | |
Short-term capital lease obligations | | | 279 | | | | 238 | | | | 225 | | | | 335 | | | | 409 | |
Current liabilities of discontinued operations | | | 11,020 | | | | 8,416 | | | | 8,153 | | | | 4,505 | | | | 3,130 | |
Deferred revenue | | | 9,317 | | | | 12,729 | | | | 11,476 | | | | 14,739 | | | | 14,135 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total current liabilities | | | 51,426 | | | | 60,451 | | | | 72,256 | | | | 84,128 | | | | 78,818 | |
Long-term capital lease obligations, net of current portion | | | 261 | | | | 222 | | | | 168 | | | | 356 | | | | 442 | |
Long-term debt | | | — | | | | — | | | | — | | | | 15,000 | | | | 15,000 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total liabilities | | | 51,687 | | | | 60,673 | | | | 72,424 | | | | 99,484 | | | | 94,260 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 324 | | | | 331 | | | | 352 | | | | 357 | | | | 353 | |
Additional paid-in capital | | | 238,241 | | | | 249,448 | | | | 265,220 | | | | 269,059 | | | | 264,155 | |
Accumulated deficit | | | (126,463 | ) | | | (133,457 | ) | | | (135,109 | ) | | | (140,062 | ) | | | (164,658 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total stockholders’ equity | | | 112,102 | | | | 116,322 | | | | 130,463 | | | | 129,354 | | | | 99,850 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total liabilities and stockholders’ equity | | $ | 163,789 | | | $ | 176,995 | | | $ | 202,887 | | | $ | 228,838 | | | $ | 194,110 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
INPHONIC, INC. & SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
| |
| | Dec. 31 2004
| | | Mar. 31 2005
| | | June 30, 2005
| | | Sept. 30, 2005
| | | Dec. 31 2005
| |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (1,389 | ) | | $ | (6,994 | ) | | $ | (1,652 | ) | | $ | (4,953 | ) | | $ | (24,596 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,827 | | | | 1,777 | | | | 2,142 | | | | 2,460 | | | | 3,461 | |
Non-cash interest expense, net | | | 235 | | | | 162 | | | | 162 | | | | 162 | | | | 108 | |
Stock-based compensation | | | 2,777 | | | | 7,004 | | | | 2,792 | | | | 3,925 | | | | 4,897 | |
Gain from the sale of Liberty Wireless | | | — | | | | — | | | | — | | | | — | | | | (1,355 | ) |
Non-cash write off of investment | | | — | | | | — | | | | 228 | | | | — | | | | — | |
Changes in operating assets and liabilities, net of assets and liabilities received from business acquisition: | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | (3,011 | ) | | | (9,975 | ) | | | (10,567 | ) | | | (3,079 | ) | | | 7,705 | |
Inventory (a) | | | (2,582 | ) | | | (5,129 | ) | | | (1,802 | ) | | | (16,270 | ) | | | 15,661 | |
Prepaid expenses | | | (295 | ) | | | (1,316 | ) | | | 575 | | | | (526 | ) | | | (454 | ) |
Deferred costs and other current assets | | | (1,304 | ) | | | (197 | ) | | | 361 | | | | (1,224 | ) | | | (3,092 | ) |
Deposits and other assets | | | 272 | | | | (312 | ) | | | (127 | ) | | | (918 | ) | | | (1,238 | ) |
Accounts payable | | | (10,019 | ) | | | 3,387 | | | | 3,989 | | | | 9,768 | | | | (13,703 | ) |
Accrued expenses and other liabilities (a) | | | 5,022 | | | | (1,594 | ) | | | 5,711 | | | | 1,421 | | | | 8,950 | |
Deferred revenue | | | 2,451 | | | | 3,703 | | | | (1,566 | ) | | | 2,891 | | | | (840 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net cash used in operating activities | | | (6,016 | ) | | | (9,484 | ) | | | 246 | | | | (6,343 | ) | | | (4,496 | ) |
| | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Capitalized expenditures, including internal capitalized labor (a) | | | (1,571 | ) | | | (2,078 | ) | | | (3,948 | ) | | | (2,719 | ) | | | (3,091 | ) |
Cash paid for acquisitions (a) | | | (11,142 | ) | | | (45 | ) | | | (6,224 | ) | | | (2,401 | ) | | | (111 | ) |
Cash paid for purchase of intangible assets | | | — | | | | — | | | | (2,439 | ) | | | (93 | ) | | | (193 | ) |
Note receivable from stockholder | | | 1,165 | | | | — | | | | — | | | | — | | | | — | |
Reduction in restricted cash and cash equivalent | | | 100 | | | | — | | | | — | | | | — | | | | 100 | |
Net cash (paid for) received from short-term investments | | | — | | | | (4,967 | ) | | | (12,893 | ) | | | 12,855 | | | | 5,005 | |
Proceeds from the sale of assets | | | — | | | | — | | | | — | | | | — | | | | 101 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net cash provided by (used in) investing activities | | | (11,448 | ) | | | (7,090 | ) | | | (25,504 | ) | | | 7,642 | | | | 1,811 | |
| | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Proceeds (costs) of initial public offering, net of costs | | | 112,216 | | | | (203 | ) | | | (88 | ) | | | — | | | | (1 | ) |
Net borrowings (repayments) on line of credit | | | (1,651 | ) | | | — | | | | — | | | | 15,000 | | | | — | |
Proceeds from debt borrowings | | | 1,726 | | | | — | | | | — | | | | — | | | | — | |
Principal repayments on debt | | | (10,755 | ) | | | — | | | | — | | | | — | | | | — | |
Principal repayments of capital leases (a) | | | (94 | ) | | | (80 | ) | | | (66 | ) | | | (69 | ) | | | (69 | ) |
Proceeds from exercise of warrants and options | | | 23 | | | | 647 | | | | 5,896 | | | | 3,126 | | | | 2,010 | |
Cash paid for the repurchase of common stock | | | — | | | | — | | | | — | | | | (3,090 | ) | | | (9,998 | ) |
Preferred stock dividend payments | | | (9,773 | ) | | | — | | | | — | | | | — | | | | — | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net cash provided by (used in) financing activities | | | 91,692 | | | | 364 | | | | 5,742 | | | | 14,967 | | | | (8,058 | ) |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Net increase (decrease) in cash and cash equivalents | | | 74,228 | | | | (16,210 | ) | | | (19,516 | ) | | | 16,266 | | | | (10,743 | ) |
Cash and cash equivalents, beginning of the period | | | 26,758 | | | | 100,986 | | | | 84,776 | | | | 65,260 | | | | 81,526 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Cash and cash equivalents, end of year | | $ | 100,986 | | | $ | 84,776 | | | $ | 65,260 | | | $ | 81,526 | | | $ | 70,783 | |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Supplemental disclosure of cash flows information: | | | | | | | | | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | | | | | | | | | |
Interest | | $ | 297 | | | $ | 62 | | | $ | 28 | | | $ | 17 | | | $ | 146 | |
Income taxes | | | — | | | | — | | | | — | | | | — | | | | — | |
Supplemental disclosure of non-cash activities: | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock in business acquisitions (a) | | $ | — | | | $ | 3,736 | | | $ | 4,473 | | | $ | — | | | $ | — | |
Issuance of common stock in intangible asset purchase (a) | | | — | | | | — | | | | 1,549 | | | | — | | | | — | |
Equipment purchased on capital lease (a) | | | 635 | | | | — | | | | — | | | | 366 | | | | 229 | |
Release of funds in escrow related to acquisitions | | | — | | | | 10,700 | | | | — | | | | — | | | | — | |
Purchase consideration in accrued liabilities | | | — | | | | — | | | | 3,000 | | | | — | | | | — | |
Preferred stock dividends and accretion to redemption value | | | 37,578 | | | | — | | | | — | | | | — | | | | — | |
Conversion of preferred stock, total preferred shares converted into 13,619,536 shares of common stock | | | 92,308 | | | | — | | | | — | | | | — | | | | — | |
(a) | Reclasses made from prior 2005 quarterly results to conform with presentation for the twelve months ended December 31, 2005. |
INPHONIC, INC. & SUBSIDIARIES
Reconciliation of non-GAAP measure to nearest compatible GAAP measures
(Unaudited, in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2004
| | | 2005
| |
| | Q1
| | | Q2
| | | Q3
| | | Q4
| | | FY
| | | Q1
| | | Q2
| | | Q3
| | | Q4
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Adjusted EBITDA and EBT: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | (6.9 | ) | | $ | (6.5 | ) | | $ | (11.0 | ) | | $ | (7.9 | ) | | $ | (32.3 | ) | | $ | (7.0 | ) | | $ | (1.7 | ) | | $ | (5.0 | ) | | | N/A | | | $ | (13.6 | ) |
Loss from continuing operations | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | $ | (24.8 | ) | | $ | (24.8 | ) |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SAB 104 impact | | | (2.1 | ) | | | (1.0 | ) | | | — | | | | — | | | | (3.1 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Interest/Dividends expense/(income) | | | 2.2 | | | | 3.7 | | | | 10.0 | | | | 6.7 | | | | 22.7 | | | | (0.3 | ) | | | (0.2 | ) | | | (0.4 | ) | | | 0.1 | | | | (0.8 | ) |
Depreciation & amortization | | | 1.6 | | | | 1.4 | | | | 1.6 | | | | 1.8 | | | | 6.4 | | | | 1.8 | | | | 2.1 | | | | 2.5 | | | | 3.5 | | | | 9.8 | |
Restructuring costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.1 | | | | 0.2 | | | | 0.5 | | | | 0.4 | | | | 1.3 | |
Stock-based compensation | | | 0.2 | | | | 2.7 | | | | 1.7 | | | | 2.8 | | | | 7.4 | | | | 7.0 | | | | 2.8 | | | | 3.9 | | | | 4.3 | | | | 18.0 | |
Loss on investments | | | — | | | | 0.2 | | | | — | | | | — | | | | 0.2 | | | | — | | | | 0.2 | | | | — | | | | — | | | | 0.2 | |
Net impact of discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.9 | | | | 3.5 | | | | 4.1 | | | | 8.4 | |
One-time and non-recurring items | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2.5 | | | | 6.0 | | | | — | | | | 8.5 | |
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Adjusted EBITDA | | $ | (4.9 | ) | | $ | 0.5 | | | $ | 2.3 | | | $ | 3.4 | | | $ | 1.3 | | | $ | 1.7 | | | $ | 6.9 | | | $ | 11.0 | | | $ | (12.4 | ) | | $ | 7.2 | |
Depreciation and amortization adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation & amortization | | | (1.6 | ) | | | (1.4 | ) | | | (1.6 | ) | | | (1.8 | ) | | | (6.4 | ) | | | (1.8 | ) | | | (2.1 | ) | | | (2.5 | ) | | | (3.5 | ) | | | (9.8 | ) |
Amortization related to acquired intangibles | | | 0.3 | | | | 0.3 | | | | 0.3 | | | | 0.3 | | | | 1.1 | | | | 0.2 | | | | 0.6 | | | | 1.1 | | | | 1.2 | | | | 3.1 | |
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Adjusted EBT | | $ | (6.3 | ) | | $ | (0.7 | ) | | $ | 1.0 | | | $ | 1.9 | | | $ | (4.1 | ) | | $ | 0.1 | | | $ | 5.4 | | | $ | 9.6 | | | $ | (14.6 | ) | | $ | 0.4 | |
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Adjusted EBT per share | | $ | (0.55 | ) | | $ | (0.06 | ) | | $ | 0.03 | | | $ | 0.05 | | | $ | (0.29 | ) | | $ | 0.00 | | | $ | 0.13 | | | $ | 0.25 | | | $ | (0.41 | ) | | $ | 0.01 | |
Basic shares | | | 11,547,514 | | | | 11,576,354 | | | | 11,720,861 | | | | 21,385,595 | | | | 14,074,505 | | | | 32,907,644 | | | | 33,846,467 | | | | 35,515,210 | | | | 35,463,559 | | | | 34,417,954 | |
Diluted shares | | | 29,837,410 | | | | 31,011,366 | | | | 33,585,133 | | | | 37,050,477 | | | | 33,593,912 | | | | 41,115,063 | | | | 41,577,271 | | | | 37,760,692 | | | | 37,374,506 | | | | 37,754,914 | |
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Basic and diluted shares | | | 11,547,514 | | | | 11,576,354 | | | | 33,585,133 | | | | 37,050,477 | | | | 14,074,505 | | | | 41,115,063 | | | | 41,577,271 | | | | 37,760,692 | | | | 35,463,559 | | | | 37,754,914 | |
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For periods in which the Company’s Adjusted EBT is a loss, the Company does not include diluted shares in the calculation of Adjusted EPS per share as their impact would be anti-dilutive.