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U.S. Technology Company News from the Inside

iPass Reports Third Quarter 2010 Results and Declares Special Cash Dividend of $0.07 per Share or Approximately $4.0 Million

Companies mentioned in this article: iPass Inc.

REDWOOD SHORES, CA -- (Marketwire) -- 11/04/10 -- iPass Inc. (NASDAQ: IPAS), a leading provider of enterprise mobility services, today announced financial results for its third quarter ended September 30, 2010. iPass also announced today that it will be distributing a $0.07 per share or approximately $4.0 million special cash dividend to stockholders of record as of November 18, 2010.

On a GAAP basis, iPass reported revenues of $38.1 million for the third quarter of 2010 and a $1.9 million net loss or ($0.03) per share. This compared to revenues of $39.1 million and a $1.2 million net loss or ($0.02) per share for the prior quarter and to revenues of $42.6 million and a $6.1 million net loss or ($0.10) per share for the third quarter of 2009.

On a non-GAAP basis (which excludes stock-based compensation expenses, restructuring charges, amortization of intangible assets and certain state sales and federal tax items), non-GAAP net loss for the third quarter of 2010 was $1.2 million or ($0.02) per share. This compared to non-GAAP net loss of $0.6 million or $(0.01) per share in the second quarter of 2010 and to non-GAAP net income of $0.9 million or $0.01 per share for the third quarter of 2009.

During the third quarter, iPass continued its momentum deploying its new Open Mobile platform. The company signed Open Mobile platform contracts with multiple enterprise customers, including several large multi-national corporations with commitments to deploy Open Mobile to their employees. iPass also signed several important carrier partner deals during the quarter, including a large international telecom carrier who has based their enterprise offerings around the iPass Open Mobile platform.

"I'm encouraged by the compelling customer and carrier partner wins we're having with our new Open Mobile platform and by the customer feedback that we're getting on our latest release," said Evan Kaplan, President and Chief Executive Officer of iPass. "We are beginning to see positive results from our efforts, and we're very focused on continuing to solve the difficult and meaningful cost, visibility and control needs of customers in the enterprise mobility space."

Other notable operating highlights during the third quarter included the following:

  • Added functionality and broadened reach and relevance of the iPass Open Mobile platform: During the third quarter, the company made meaningful progress in developing the technology and functionality of its Open Mobile client, as well as its enterprise mobility portal services. Further, the company announced iPass Open Mobile services for Android. The new client provides Android users with a consistent and intuitive connection manager for connecting to both the iPass Mobile Network and corporate defined Wi-Fi networks from devices running the Android OS. Early customer response and feedback to this and the company's most-recent Open Mobile 1.3 for Windows release have indicated strong support for the new platform.

  • Continued Proliferation of iPass Network Footprint: During the quarter, the company continued to expand its unique global iPass Mobile Network services with an overall broadband footprint now surpassing 156,000 Wi-Fi and Ethernet venues in over 100 countries highlighted by coverage in 92 of the world's top 100 airports and in a total of 627 airports worldwide. iPass added to its network footprint hospitality sector-focused networks in the United States, United Kingdom, France, Australia, New Zealand, South Africa, India and Canada during the quarter.

  • Other Enterprise Customer Wins: Significant customer wins in the company's Managed Network Services business during the quarter included Hallmark and OfficeMax.

Financial Highlights

Following are selected key financial highlights:

(unaudited; in millions, except per
 share amounts)                                Q3 '10       Q2 '10   Q3 '09
                                             -------      -------  -------
Revenues
  Enterprise Mobility Services:              $  31.3      $  32.5  $  35.5
     Network Revenue                            25.6         27.4     30.2
     Platform Revenue                            4.3          3.8      3.7
     Other Fees and Revenues                     1.4          1.3      1.6
  Managed Network Services                       6.8          6.6      7.0
                                             -------      -------  -------
    Total Revenue                            $  38.1      $  39.1  $  42.6

Adjusted EBITDA(2)                           $  (0.3)(3)  $   0.2  $   1.9

GAAP Net Loss Per Diluted Share              $ (0.03)     $ (0.02) $ (0.10)

Non-GAAP Net Income/(Loss)Per Diluted
 Share(1)                                    $ (0.02)     $ (0.01) $  0.01

Cash and Short-Term Investments              $  34.1(4)   $  32.9  $  50.4
Shares of Common Stock Outstanding              57.6         58.3     62.2

(1) The reconciliation of GAAP to Non-GAAP financial measures is discussed
below.
(2) Please see definition of Adjusted EBITDA below.
(3) Q3'10 Adjusted EBITDA includes severance costs of approximately $0.4
million associated with reorganization and cost reduction initiatives.
(4) In the third quarter of 2010, the company repurchased approximately
$0.9 million of iPass common stock and paid approximately $0.4 million in
costs associated with its 2009 restructuring activities; in the fourth
quarter of 2009, the company paid a special cash dividend to stockholders
of approximately $20.0 million.

"Our financial performance came in a bit better than anticipated for the third quarter as increases in our platform revenue showed early signs of success and the network business faired reasonably well in a seasonally slow third quarter," said Steven Gatoff, Senior Vice President and Chief Financial Officer of iPass. "We're pleased to end the quarter with more than $34 million in cash. We continue to focus on driving stockholder value and have set-out to return $4.0 million in a special cash dividend to stockholders in Q4."

Stockholder Returns: Stock Repurchase Program and Special Cash Dividend

From the inception of the company's 2009 stock repurchase program through September 30, 2010, iPass has deployed approximately $5.9 million in cash to repurchase a total of 5.0 million shares of its common stock or approximately 8% of the company's common shares then outstanding. This is in addition to the $30 million that the company distributed to stockholders in the second half of 2009.

The company also announced today that the iPass Board of Directors has declared a special cash dividend of $0.07 per share or approximately $4.0 million that will be paid on December 17, 2010 to stockholders of record as of November 18, 2010. This special cash dividend is anticipated to be a return of capital to stockholders in 2010 and is part of iPass' commitment to return $40 million in capital to stockholders through a combination of cash dividends and common stock repurchases.

Segment Reporting

During the third quarter, iPass revised its management and analysis of the company's business and operating results to better-align its major product groups around the company's core competencies and aid in allocating resources and assessing performance. As a result, the company now has the following two operating segments effective September 30, 2010: Enterprise Mobility Services ("EMS") and Managed Network Services ("MNS").

Following are selected results for the company's two segments for the third quarter of 2010 (prior-period amounts have been adjusted retrospectively to reflect the new segment reporting):

(unaudited; in millions)       Q3 '10  Q2 '10  Q3 '09
                               ------  ------  ------
Revenue
    EMS                        $ 31.3  $ 32.5  $ 35.5
    MNS                           6.8     6.6     7.0

Operating Loss(1)

    EMS                        $ (0.5) $ (1.0) $ (4.5)
    MNS                          (0.6)   (0.2)   (0.1)

(1) iPass does not allocate amortization of intangible assets,
restructuring charges or state sales tax penalties and interest to its
reportable segments.

Operating Metrics

iPass uses certain key metrics to evaluate its operating performance as well as its efforts in transforming its business and driving future growth.

Following are selected key operating metrics for the period:

                                          Q3 '10     Q2 '10     Q3 '09
                                        ---------  ---------  ---------
Average Monthly Monetized Users(1)        621,000    657,000    685,000
    Network                               192,000    209,000    223,000
    Platform                              552,000    586,000    606,000
Monthly Order Value(2)                  $ 536,000  $ 367,000  $ 380,000
Network Gross Margin(3)                      46.4%      44.5%      52.7%

(1) The number of Average Monthly Monetized Users means the average number
of users per month, during the quarter, for which a fee was billed by iPass
to a customer for such users. Note that there is some overlap of users who
pay for both Network and Platform services in a given month.
(2) Monthly Order Value represents the average amount of new contractually
committed monthly fees.  It is a measure of the incremental dollar value
iPass contracted with customers in a period and is an indicator of new
customers' willingness to enter into contractual commitments and existing
customers' willingness to enter into higher-dollar contractual commitments
for the company's services.
(3) Network Gross Margin is defined as (EMS Network Revenue plus MNS
Revenue less Network Access Costs) divided by (EMS Network Revenue plus MNS
Revenue).

Outlook For the Fourth Quarter of 2010

For the fourth quarter of 2010, ending December 31, 2010, the company anticipates revenue and net loss per share results on a GAAP and non-GAAP basis to be in the following ranges:

Total Revenue:                       $35.0 - 38.0 million
GAAP net loss per share:            ($ 0.09) - ($ 0.05)
Non-GAAP net loss per share:        ($ 0.08) - ($ 0.04)

The difference between the projected GAAP net loss per share and the projected non-GAAP net loss per share of approximately ($0.01) per share in the fourth quarter of 2010 is based on expected stock-based compensation expenses of $0.4 million, amortization of intangible assets of $0.1 million and certain state sales and federal tax items of $0.1 million which, when divided by an expected 57.5 million shares outstanding, results in the ($0.01) per share difference.

Departure of Senior Vice President, Product Development

The company also announced today that Jay Patel, iPass' Senior Vice President of Product Development will be leaving the company in November 2010. The Company restructured the product development organization and Barbara Nelson, the company's Chief Technology Officer, is taking over day-to-day responsibility for the product development and quality assurance organizations.

Conference Call

iPass will host a live conference call today to discuss its financial results, outlook and business activities at 2:00 PM Pacific Time (5:00 PM Eastern Time). The conference call will be accessible by telephone direct dial at +1 (617) 213-8835 with a participant passcode of 33208438.

The conference call will also be available live via webcast on the company's web site at http://investor.ipass.com. The webcast will be available for replay until iPass reports its fiscal 2010 and fourth quarter 2010 results.

The dial-in number for a telephone replay of the conference call is +1 (617) 801-6888 and will be available until December 31, 2010. The passcode for the replay is 65182731.

Cautionary Information About Forward-Looking Statements

The statements in this press release regarding iPass' projections of its fourth quarter 2010 financial results under the caption "Outlook For the Fourth Quarter of 2010" in this press release are forward-looking statements. Actual results may differ materially from the expectations contained in these statements due to a number of risks and uncertainties, including: the risk that current economic conditions and reductions in business travel may have a greater negative impact on iPass than the company anticipates; the risk that iPass' new Open Mobile platform does not achieve customer acceptance or does so slower than iPass predicts; the risk that iPass will experience unexpected technical or other delays in the implementation of added functionality to its new platform; the risk that iPass may not be able to generate revenue from new services if market acceptance of those new services is not as iPass expects; the risk that the rate of decline in use of narrowband/dial-up technology as a means of enterprise connectivity may be faster than iPass predicts; the risk that iPass will not be able to generate broadband revenues in the manner expected; rapidly emerging changes in the nature of markets served by iPass, which may not be compatible with iPass' services; increased competition, which may cause pricing pressure on the fees iPass charges; the risk that iPass could unexpectedly lose current integrated broadband access points if one or more current broadband access point providers perceive iPass' services to be competing with the provider's services in a manner that renders the relationship with iPass detrimental to the provider; and the risk that iPass may not be able to establish additional relationships with broadband access point providers, including providers of 2.5G/3G/4G Mobile Data, at the level iPass expects and if it is unable to negotiate such relationships on terms acceptable to both iPass and the providers on the timeframe iPass currently expects for any number of reasons, including perceived competition with the providers. Detailed information about these and other factors that could potentially affect iPass' business, financial condition and results of operations is included in iPass' Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 16, 2010 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 filed on August 6, 2010 and available at the SEC's Web site at www.sec.gov. iPass undertakes no responsibility to update the information in this press release if any forward-looking statement later turns out to be inaccurate.

Information Regarding Non-GAAP Financial Measures

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). iPass management evaluates and makes operating decisions using various performance measures. In addition to iPass' GAAP results, the company also considers non-GAAP measures including Adjusted EBITDA. iPass further considers various components of non-GAAP net income (loss) such as non-GAAP earnings (loss) per diluted share.

For purposes of comparability across other periods and with other companies in the company's industry, the company reports non-GAAP net income (loss) net of tax effect.

Non-GAAP net income (loss) and Adjusted EBITDA are supplemental measures of the company's performance that are not required by, nor presented in accordance with, GAAP. Moreover, they should not be considered as an alternative to net income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of the company's liquidity. The company presents non-GAAP net income (loss) and Adjusted EBITDA because the company considers them to be important supplemental measures of the company's performance.

Management excludes from its non-GAAP net income (loss) certain recurring items to facilitate its review of the comparability of the company's core operating performance on a period to period basis because such items are not related to the company's ongoing core operating performance as viewed by management. Management uses Adjusted EBITDA as one of the components for measurement of incentive compensation. Adjusted EBITDA is used by our management as a measure of operating efficiency and overall financial performance for benchmarking against our peers and competitors. Management believes Adjusted EBITDA provides meaningful supplemental information regarding the underlying operating performance of our business.

Management excludes the items described below:
a) stock-based compensation expense;
b) restructuring charges;
c) amortization charges for purchased technology and other intangible assets resulting from the company's acquisition transactions; and
d) material non-recurring charges, such as certain state sales and federal tax charges;

Management adjusts for the excluded items because management believes that, in general, these items possess one or more of the following characteristics: their magnitude and timing is largely outside of the company's control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual or infrequent and the company does not expect them to occur in the ordinary course of business; or they are non-operational, or non-cash expenses involving stock option grants.

The company defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, stock-based compensation expense, restructuring charges and certain state sales and federal tax items.

iPass believes that the presentation of these non-GAAP financial measures is useful to investors for several reasons:

1) Such non-GAAP financial measures provide an additional analytical tool for understanding the company's financial performance by excluding the impact of items which may obscure trends in the core operating performance of the business;

2) Since the company has historically reported non-GAAP results to the investment community, the company believes the inclusion of non-GAAP numbers provides consistency and enhances investors' ability to compare the company's performance across financial reporting periods;

3) These non-GAAP financial measures are employed by the company's management in its own evaluation of performance and are utilized in financial and operational decision making processes, such as budget planning and forecasting; and

4) These non-GAAP financial measures facilitate comparisons to the operating results of other companies in the company's industry, which use similar financial measures to supplement their GAAP results, thus enhancing the perspective of investors who wish to utilize such comparisons in their analysis of the company's performance.

Set forth below are additional reasons why specific items are excluded from the company's non-GAAP financial measures:

a) While stock compensation calculated in accordance with ASC 718 constitutes an ongoing and recurring expense of the company, it is not an expense that typically requires or will require cash settlement by the company. The company therefore excludes these charges for purposes of evaluating core performance as well as with respect to evaluating any potential acquisition;

b) Restructuring charges are primarily related to severance costs, disposition of excess facilities and termination of certain contracts driven by modifications of business strategy. These costs are excluded because they are inherently variable in size, and are not specifically included in the company's annual operating plan and related budget due to the rapidly changing facts and circumstances typically associated with such modifications of business strategy;

c) Amortization of intangible assets is excluded because they are inconsistent in amount and frequency and are significantly impacted by the timing and magnitude of the company's acquisition transactions. The company analyzes and measures the company's operating results without these charges when evaluating the company's core performance. Generally, the impact of these charges to the company's net income (loss) tends to diminish over time following an acquisition; and

d) Material non-recurring charges such as certain state sales and federal tax charges are excluded because of their infrequent nature, they are not expected to occur in the ordinary course of business and are not used for the purpose of evaluating the company's core performance.

However, non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the company's GAAP results. In the future, the company expects to incur expenses similar to the non-GAAP adjustments described above and expects to continue reporting non-GAAP financial measures excluding such items. Some of the limitations in relying on non-GAAP financial measures are:

-- The company's stock option and stock purchase plans are important components of incentive compensation arrangements and will be reflected as expenses in the company's GAAP results for the foreseeable future under ASC 718.

-- Amortization of intangibles, though not directly affecting iPass' current cash position, represents the loss in value as the technology in the company's industry evolves, is advanced or is replaced over time. The expense associated with this loss in value is not included in the non-GAAP net income (loss) presentation and therefore does not reflect the full economic effect of the ongoing cost of maintaining the company's current technological position in the company's competitive industry which is addressed through the company's research and development program.

-- Other companies, including other companies in iPass' industry, may calculate non-GAAP financial measures differently than the company, limiting their usefulness as a comparative measure.

Pursuant to the requirements of SEC Regulation G, a detailed reconciliation between the company's GAAP and non-GAAP financial results for all periods presented is provided in this press release. Investors are advised to carefully review and consider this information strictly as a supplement to the GAAP results that are contained in this press release and in the company's SEC filings.

About iPass Inc.

Founded in 1996, iPass (NASDAQ: IPAS) is a leading provider of enterprise mobility services with 3,500 customers, including more than 420 of the Forbes Global 2000. The company's mission is to be the voice of the enterprise in the market for mobility services by providing solutions that simply, smartly and openly facilitate access from any device on any network, while providing the visibility and control necessary to contain spiraling mobility costs, maximize mobile user productivity and maintain security in a world where consumers drive enterprise IT. For more information, visit www.iPass.com or follow iPass on Facebook at www.facebook.com/iPass or Twitter at www.twitter.com/iPass.

NOTE: iPass® is a registered trademark of iPass Inc.

                                iPASS INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                        (Unaudited, In thousands)

                                                 September 30, December 31,
                                                      2010         2009
                                                  -----------  -----------

Assets

Current assets:
   Cash and cash equivalents                      $    34,114  $    37,973
   Short-term investments                                   -        3,799
   Accounts receivable, net                            23,604       27,023
   Prepaid expenses and other current assets            8,210        7,726
                                                  -----------  -----------
      Total current assets                             65,928       76,521

Property and equipment, net                             4,852        5,044
Intangible assets, net                                    473          836
Other assets                                            7,430        7,162
                                                  -----------  -----------
         Total assets                             $    78,683  $    89,563
                                                  -----------  -----------


Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                               $    12,835  $    15,179
   Accrued liabilities                                 18,057       18,491
   Deferred revenue, short-term                         4,506        5,181
                                                  -----------  -----------
      Total current liabilities                        35,398       38,851

Deferred revenue, long-term                             1,912        1,764
Other long-term liabilities                               895          962
                                                  -----------  -----------
         Total liabilities                        $    38,205  $    41,577
                                                  -----------  -----------

Stockholders' equity:
   Common stock                                            58           62
   Additional paid-in capital                         210,401      214,056
   Accumulated deficit                               (169,981)    (166,132)
                                                  -----------  -----------
         Total stockholders' equity                    40,478       47,986
                                                  -----------  -----------
         Total liabilities and stockholders'
          equity                                  $    78,683  $    89,563
                                                  -----------  -----------




                                iPASS INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      (Unaudited, in thousands, except share and per share amounts)

                              Three Months Ended      Nine Months Ended
                                September 30,           September 30,
                            ----------------------  ----------------------
                               2010        2009        2010        2009
                            ----------  ----------  ----------  ----------

Revenues                    $   38,058  $   42,555     117,519  $  130,901

Cost of revenues and
 operating expenses:
  Network access                17,338      17,610      54,605      54,250
  Network operations             6,544       7,551      20,872      22,784
  Research and development       3,566       3,597      10,210      10,836
  Sales and marketing            5,916       8,037      18,314      23,223
  General and administrative     5,793      10,316      16,824      22,403
  Restructuring charges            179         920         466       4,301
  Amortization of intangible
   assets                           76         345         363       1,035
                            ----------  ----------  ----------  ----------
Total operating expenses        39,412      48,376     121,654     138,832

                            ----------  ----------  ----------  ----------
Operating income (loss)         (1,354)     (5,821)     (4,135)     (7,931)

Interest Income                     22         103          59         531
Foreign exchange gains
 (losses) and other income
 (expenses)                       (478)       (372)        140        (593)
                            ----------  ----------  ----------  ----------

Income (loss) before income
 taxes                          (1,810)     (6,090)     (3,936)     (7,993)

Provision for (benefit
 from) income taxes                 96          32         (87)        167
                            ----------  ----------  ----------  ----------

Net income (loss)           $   (1,906) $   (6,122) $   (3,849) $   (8,160)
                            ==========  ==========  ==========  ==========

Net loss per share:
Basic and diluted net loss
 per share                  $    (0.03) $    (0.10) $    (0.07) $    (0.13)


Number of shares used in
 per share calculations:    57,615,067  61,901,324  58,930,806  61,998,957





                                iPASS INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Unaudited, In thousands)

                                                  Nine Months  Nine Months
                                                     Ended        Ended
                                                  -----------  -----------
                                                   September    September
                                                    30, 2010     30, 2009
                                                  -----------  -----------

Cash flows from operating activities:
Net loss                                          $    (3,849) $    (8,160)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
  Stock-based compensation expense                      1,245        2,005
  Amortization of intangible assets                       363        1,035
  Depreciation, amortization and accretion              2,536        3,524
  Loss on disposal of property and equipment                3           10
  Provision for doubtful accounts                       1,060        1,177
Changes in operating assets and liabilities:
  Accounts receivable                                   2,359        4,681
  Prepaid expenses and other current assets              (484)        (646)
  Other assets                                            410          281
  Accounts payable                                     (1,720)      (2,732)
  Accrued liabilities                                    (434)       2,508
  Deferred revenues                                      (527)        (560)
  Other liabilities                                       (67)         712
                                                  -----------  -----------
Net cash provided by (used in) operating
 activities                                               895        3,835
                                                  -----------  -----------
Cash flows from investing activities:
  Purchases of short-term investments                      --      (42,981)
  Maturities of short-term investments                  3,778       64,697
  Purchases of property and equipment                  (2,950)      (1,756)
  Restricted cash pledged for letter of credit           (678)          --
                                                  -----------  -----------
Net cash provided by investing activities                 150       19,960
                                                  -----------  -----------
Cash flows from financing activities:
  Proceeds from issuance of common stock                  223          118
  Payment of cash dividends                                --      (19,918)
  Cash used in repurchase of common stock              (5,127)          --
                                                  -----------  -----------
Net cash provided by (used in) financing
 activities                                            (4,904)     (19,800)
                                                  -----------  -----------
Net increase (decrease) in cash and cash
 equivalents                                           (3,859)       3,995
Cash and cash equivalents at beginning of
 period                                                37,973       33,077
Cash and cash equivalents at end of period        $    34,114  $    37,072
                                                  ===========  ===========
Supplemental disclosures of cash flow
 information:
Net cash paid (refund) for taxes                  $      (906) $       467
Accrued amounts for acquisition of property and
 equipment                                                 48          105





                                iPASS INC.
         RECONCILIATION OF GAAP TO NON-GAAP KEY FINANCIAL METRICS

                        Three Months Ended            Nine Months Ended
                ----------------------------------  ----------------------
                September      June     September       September 30,
                    30,         30,         30,     ----------------------
                   2010        2010        2009        2010        2009
                ----------  ----------  ----------  ----------  ----------
                   (Unaudited, in thousands, except share and per share
                                         amounts)

(a) Stock-based
 compensation
 expense included
 in the expense
 line items:
Network
 operations     $       52  $       51  $      208  $      197  $      638
Research and
 development            49          20         156         139         375
Sales and
 marketing              86          47         242         254          69
General and
 administrative        202         228         378         655         923
                ----------  ----------  ----------  ----------  ----------
 Total
  amortization of
  stock-based
  compensation  $      389  $      346  $      984  $    1,245  $    2,005

A reconciliation
 between net
 income (loss)
 on a GAAP basis
 and non-GAAP net
 income (loss),
 net of tax
 effect, is as
 follows:
GAAP net income
 (loss)         $   (1,906) $   (1,214) $   (6,122) $   (3,849) $   (8,160)
(a) Stock-based
 compensation
 expense               389         346         984       1,245       2,005
(b) Restructuring
 charges               179         118         920         466       4,301
(c) Amortization
 of intangible
 assets                 76          77         345         363       1,035
(d) Certain state
 sales and federal
 tax items              92          50       4,750         142       4,750
                ----------  ----------  ----------  ----------  ----------
Non-GAAP net
 income (loss)  $   (1,170) $     (623) $      877  $   (1,633) $    3,931

A reconciliation
 between net
 (loss) per
 diluted share
 on a GAAP basis
 and non-GAAP net
 income (loss)
 per diluted
 share, net of
 tax effect, is
 as follows:
GAAP diluted net
 income (loss)
 per share      $    (0.03) $    (0.02) $    (0.10) $    (0.07) $    (0.13)
Per share effect
 of stock
 compensation,
 restructuring
 charges,
 amortization
 of intangibles
 and sales tax
 and related
 charges              0.01        0.01        0.11        0.04        0.20
Non-GAAP diluted
 net income
 (loss) per
 share          $    (0.02) $    (0.01)       0.01       (0.03)       0.06
Non-GAAP basic
 or diluted
 shares         57,615,067  58,842,065  61,901,324  58,930,806  61,988,957

A reconciliation
 of net income
 (loss) to
 adjusted EBITDA
 is as follows:
GAAP net income
 (loss)         $   (1,906) $   (1,214) $   (6,122) $   (3,849) $   (8,160)
(a) Interest
 income                (22)        (20)       (103)        (59)       (531)
(b) Provision
 for (benefit
 from) income
 taxes                  96          29          32         (87)        167
(c) Depreciation
 of property
 and equipment         764         822       1,100       2,515       3,439
(e) Amortization
 of intangible
 assets                 76          77         345         363       1,035
(f) Stock-based
 compensation
 expense               389         346         984       1,245       2,005
(g) Restructuring
 charges               179         118         920         466       4,301
(h) Certain state
 sales and federal
 tax items              92          50       4,750         142       4,750
                ----------  ----------  ----------  ----------  ----------
Adjusted EBITDA $     (332) $      208  $    1,906  $      736  $    7,006

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Contact:

CONTACT:
iPass Investor Relations
ir@ipass.com
650-232-4100