UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2006
iPass Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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000-50327
(Commission File Number)
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93-1214598
(IRS Employer Identification No.) |
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| 3800 Bridge Parkway, Redwood Shores, California
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94065 |
| (Address of principal executive offices)
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(Zip Code) |
(650) 232-4100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 – Results of Operations and Financial Condition
On May 9, 2006, iPass Inc. reported its results of operations for its fiscal first quarter
ended March 31, 2006. A copy of the press release issued by iPass concerning these results is
furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this report, including Exhibit 99.1, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof, regardless of any general incorporation language in such
filings, except as shall be expressly set forth by specific reference in such filing.
iPass provides non-GAAP net income and non-GAAP earnings per share data as additional
information for its operating results. These measures are not in accordance with or an alternative
for GAAP, and may be different from non-GAAP measures used by other companies. Non-GAAP net income
and non-GAAP earnings per share exclude the effect of FAS 123 (R) stock-based compensation,
amortization of deferred stock-based compensation, amortization of
intangibles and the cumulative effect of change in accounting
principle. Beginning with the
first quarter of 2006, iPass no longer records amortization of deferred stock-based compensation as all
stock-based compensations is included in the FAS 123 (R) expense. Management excludes the effect
of FAS 123 (R) stock-based compensation, amortization of
deferred stock-based compensation, amortization of intangibles and
the cumulative effect of change in accounting principle as management does not believe that these charges are directly
applicable to the core operating performance of iPass. As a result, management excludes the effect
of these charges for budgeting purposes, as well as for analyzing the underlying performance of
iPass. Management uses non-GAAP earnings per share as one of the components for measurement of
incentive compensation. Management believes that although GAAP measures are important for investors
to understand, providing investors with these non-GAAP measures provides investors additional
important information to enable them to assess, in the way that management assesses, both the
current and future operations of iPass.
The reconciliation of non-GAAP financial measures set forth in this press release for the
first quarter of 2006 is set forth in the financial statements at the end of this press release.
The reconciliation of non-GAAP financial measures set forth at the beginning of this press release
for the fourth quarter of 2005 is as follows:
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GAAP net income |
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$ |
1,265 |
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(a) Amortization of |
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Deferred stock-based
compensation |
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225 |
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(b) Amortization of intangibles |
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592 |
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Non-GAAP net income |
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$ |
2,082 |
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A reconciliation between diluted net income per share on a GAAP basis and non-GAAP diluted net
income per share is as follows:
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GAAP diluted net income
per share |
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$ |
0.02 |
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Per share effect of
amortization of
deferred stock-based
compensation and
intangibles |
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0.01 |
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Non-GAAP diluted net
income per share |
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$ |
0.03 |
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