Israel
|
000-27648
|
|
(State or other Jurisdiction
of Incorporation or Organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
☐
|
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))
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Exhibit
|
|
Number
|
Description
|
99.1
|
Press release, dated March 16, 2018, announcing financial results for the quarter and fiscal year ended December 31, 2017.
|
By:
|
/s/ Thomas Fuller
|
||
Name:
|
Thomas Fuller
|
||
Title:
|
Chief Financial Officer
|
Exhibit
|
|
Number
|
Description
|
NEWS RELEASE
|
· |
Total net revenues of $88.0 million during FY17
|
· |
FY17 GAAP operating loss of $28.2 million, Adjusted EBITDA of $20.1 million
|
· |
FY17 GAAP diluted EPS of $(1.55), non-GAAP diluted EPS of $1.12
|
· |
Cash and cash equivalents of $52.6 million and no debt as of December 31, 2017
|
– |
Net revenues
: Total net revenues for the fourth quarter of 2017 were $20.8 million. Net revenues from the sales of magicJack devices were $2.4 million and access rights renewal revenues were $12.6 million, and accounted for 61% of total net revenues. Prepaid minute revenues were $1.0 million and access and wholesale charges were $0.8 million during the quarter. Broadsmart Global, Inc. contributed $2.5 million in revenues to the fourth quarter of 2017. Other revenue items contributed the remaining $1.5 million of total net revenues during the fourth of 2017.
|
– |
Operating Income:
GAAP operating income for the fourth quarter of 2017 was $1.3 million, which included $2.7 million in net charges primarily related to non-recurring professional and legal costs, provision for closure of our distribution warehouse, and executive management transition expenses and severance expenses.
|
– |
Adjusted EBITDA:
Adjusted EBITDA for the fourth quarter of 2017 was $5.6 million.
|
– |
Net Loss:
GAAP net loss attributable to common shareholders for the fourth quarter of 2017 was $2.8 million or $0.17 GAAP diluted net loss per share based on 16.1 million weighted-average diluted ordinary shares outstanding. GAAP net loss included the aforementioned items under the Operating Income section above, as well as a $6.4 million impact from the following tax-related items:
|
· |
$6.1 million initial estimated impact from change in the U.S. federal income tax rate, which resulted in the Company revaluing its deferred tax assets and lowering their value;
|
· |
$1.0 million increase to uncertain tax positions;
|
· |
$0.4 million increase in our tax valuation allowance;
|
· |
$(1.0) million revaluation of the Israel net operating loss carryforwards; and
|
· |
$(0.1) million increase to deferred tax assets related to expiration and forfeiture of stock options and restricted stock awards.
|
– |
Non-GAAP net income:
Non-GAAP net income attributable to common shareholders for the fourth quarter of 2017 was $7.0 million or $0.43 non-GAAP net income per diluted share based on 16.1 million weighted-average diluted ordinary shares outstanding.
|
– |
Cash:
As of December 31, 2017, magicJack VocalTec had cash and cash equivalents of $52.6 million and no debt. During the fourth quarter of 2017, the company generated $1.7 million in net cash provided by operating activities, which reflects the impact of $1.5 million in costs related to the strategic process, approximately $0.7 million paid for renewal of certain annual insurance policies, and $0.3 million in payments related to executive management transition payments.
|
– |
Net revenues
: Total net revenues for the full year 2017 were $88.0 million. Net revenues from the sales of magicJack devices were $10.4 million and access rights renewal revenues were $51.9 million, and accounted for 59% of total net revenues. Prepaid minute revenues were $4.4 million and access and wholesale charges were $3.8 million during the full year 2017. Broadsmart Global, Inc. contributed $10.9 million in revenues to the full year 2017. Other revenue items contributed the remaining $6.6 million of total net revenues during the full year 2017.
|
– |
Operating loss:
GAAP operating loss for the full year 2017 was $28.2 million, which included the following:
|
· |
$31.5 million one-time charge related to Broadsmart consisting of a $19.8 million write-down in asset carrying valued grossed up for the associated tax benefit;
|
· |
$4.8 million in non-recurring legal costs, professional fees, legal settlements and consideration adjustment related to the ongoing sale process, shareholder proxy dispute costs and legal dispute with Broadsmart founders;
|
· |
$3.1 million severance and senior management transition expenses; and
|
· |
$1.5 million in non-recurring items including impairment of certain assets, write-down of inventory components, provision for restructuring related to closures of two locations, and certain tax matters.
|
– |
Adjusted EBITDA:
Adjusted EBITDA for the full year 2017 was $20.1 million.
|
– |
Net loss:
GAAP net loss attributable to common shareholders for the full year 2017 was $25.0 million or $1.55 GAAP net loss per diluted share based on 16.1 million weighted-average diluted ordinary shares outstanding. GAAP net loss included items described under the Operating loss section above, as well as a $(0.9) million impact from certain tax-related items.
|
– |
Non-GAAP net income:
Non-GAAP net income attributable to common shareholders for the full year of 2017 was $18.0 million or $1.12 non-GAAP net income per diluted share based on 16.1 million weighted-average diluted ordinary shares outstanding.
|
– |
Cash:
During the full year 2017, the company generated $2.0 million in net cash provided by operating activities, which reflects the impact of the following items:
|
· |
$3.7 million in payments related to severances, executive transition payments, and executive sign-on bonuses
|
· |
$3.0 million estimated U.S. federal tax payment;
|
· |
$1.8 million in non-recurring legal and professional fees related to the sale process;
|
· |
$1.0 million in payments of expenses associated with the proxy dispute;
|
· |
$2.0 million received from escrow related to the acquisition of Broadsmart Global, Inc.; and
|
· |
$1.0 million received from a dispute settlement.
|
– |
As of December 31, 2017, magicJack had an estimated 1.95 million active MJ subscribers, which are defined as device users that are under an active subscription contract.
|
– |
magicJack activated 78,000 subscribers during the fourth quarter of 2017. Activations are defined as devices that become activated on to a subscription contract during a given period.
|
– |
During the quarter ended December 31, 2017, magicJack’s average monthly churn was 2.3%.
|
– |
magicJack defines non-GAAP adjusted EBITDA as GAAP operating income (loss) excluding: depreciation and amortization, share-based compensation, impairment of intangible assets, asset impairment, consideration adjustment / gain on mark-to-market, transaction related expenses, proxy contest related expenses, severance and senior management transition expenses, write-down of inventory components and other items.
|
– |
magicJack defines non-GAAP net income as GAAP net (loss) income attributable to common shareholders excluding: share-based compensation, impairment of intangible assets, asset impairment, consideration adjustment / gain on mark-to-market, transaction related expenses, proxy contest related expenses, severance and senior management transition expenses, write-down of inventory components, other items and tax related items.
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||
(In thousands except per share data)
(Unaudited)
|
Quarter
|
Quarter
|
Twelve Months
|
Twelve Months
|
|||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
|
31-Dec-17
|
31-Dec-16
|
31-Dec-17
|
31-Dec-16
|
||||||||||||
Net revenues
|
$
|
20,758
|
$
|
23,826
|
$
|
87,993
|
$
|
97,398
|
||||||||
Cost of revenues
|
7,491
|
9,178
|
32,938
|
36,734
|
||||||||||||
Gross profit
|
13,267
|
14,648
|
55,055
|
60,664
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Marketing
|
1,822
|
3,426
|
8,282
|
9,085
|
||||||||||||
General and administrative
|
8,726
|
8,997
|
38,425
|
33,327
|
||||||||||||
Research and development
|
1,458
|
1,538
|
5,896
|
5,199
|
||||||||||||
Impairment of intangible assets and goodwill
|
-
|
500
|
31,527
|
998
|
||||||||||||
Consideration adjustment / gain on mark-to-market
|
-
|
300
|
(894
|
)
|
(1,700
|
)
|
||||||||||
Total operating expenses
|
12,006
|
14,761
|
83,236
|
46,909
|
||||||||||||
Operating income (loss)
|
1,261
|
(113
|
)
|
(28,181
|
)
|
13,755
|
||||||||||
Other income (expense):
|
||||||||||||||||
Interest and dividend income
|
58
|
5
|
123
|
26
|
||||||||||||
Other (expense) income
|
(6
|
)
|
5
|
(34
|
)
|
(6
|
)
|
|||||||||
Total other income
|
52
|
10
|
89
|
20
|
||||||||||||
Income (loss) before income taxes
|
1,313
|
(103
|
)
|
(28,092
|
)
|
13,775
|
||||||||||
Income tax expense (benefit)
|
4,065
|
1,312
|
(3,129
|
)
|
8,719
|
|||||||||||
Net (loss) income
|
(2,752
|
)
|
(1,415
|
)
|
(24,963
|
)
|
5,056
|
|||||||||
Net loss attributable to noncontrolling interest
|
-
|
154
|
-
|
635
|
||||||||||||
Net (loss) income attributable to common shareholders
|
$
|
(2,752
|
)
|
$
|
(1,261
|
)
|
$
|
(24,963
|
)
|
$
|
5,691
|
|||||
|
||||||||||||||||
(Loss) earnings per ordinary share:
|
||||||||||||||||
Basic
|
$
|
(0.17
|
)
|
$
|
(0.08
|
)
|
$
|
(1.55
|
)
|
$
|
0.36
|
|||||
Diluted
|
$
|
(0.17
|
)
|
$
|
(0.08
|
)
|
$
|
(1.55
|
)
|
$
|
0.35
|
|||||
Weighted average ordinary shares outstanding:
|
||||||||||||||||
Basic
|
16,125
|
15,902
|
16,088
|
15,815
|
||||||||||||
Diluted
|
16,125
|
16,113
|
16,088
|
16,064
|
CONDENSED CONSOLIDATED BALANCE SHEETS INFORMATION
|
||||
(In thousands)
|
||||
(Unaudited)
|
As of
|
As of
|
|||||||
31-Dec-17
|
31-Dec-16
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
52,638
|
$
|
52,394
|
||||
Investments, at fair value
|
369
|
447
|
||||||
Accounts receivable, net
|
2,428
|
3,171
|
||||||
Inventories
|
1,880
|
4,441
|
||||||
Deferred costs
|
1,936
|
2,319
|
||||||
Prepaid income taxes
|
2,016
|
527
|
||||||
Receivable from earnout escrow
|
-
|
2,000
|
||||||
Deposits and other current assets
|
1,874
|
1,970
|
||||||
Total current assets
|
63,141
|
67,269
|
||||||
Property and equipment, net
|
2,772
|
3,805
|
||||||
Intangible assets, net
|
10,190
|
28,854
|
||||||
Goodwill
|
32,304
|
47,185
|
||||||
Deferred tax assets
|
31,726
|
26,568
|
||||||
Deposits and other non-current assets
|
909
|
836
|
||||||
Total Assets
|
$
|
141,042
|
$
|
174,517
|
||||
LIABILITIES AND CAPITAL EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
3,199
|
$
|
2,790
|
||||
Income tax payable
|
-
|
1,527
|
||||||
Accrued expenses and other current liabilities
|
6,454
|
8,426
|
||||||
Deferred revenue, current portion
|
42,243
|
48,507
|
||||||
Total current liabilities
|
51,896
|
61,250
|
||||||
Deferred revenue, net of current portion
|
38,797
|
44,201
|
||||||
Other non-current liabilities
|
13,787
|
10,866
|
||||||
Total Capital Equity
|
36,562
|
58,200
|
||||||
Total Liabilities and Capital Equity
|
$
|
141,042
|
$
|
174,517
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||
|
|
|
|
|
||
(In thousands)
(Unaudited)
|
|
|
|
|
Twelve Months
|
Twelve Months
|
|||||||
|
Ended
|
Ended
|
||||||
|
31-Dec-17
|
31-Dec-16
|
||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(24,963
|
)
|
$
|
5,056
|
|||
Provision for doubtful accounts and billing adjustments
|
-
|
203
|
||||||
Share-based compensation
|
3,042
|
4,220
|
||||||
Depreciation and amortization
|
4,374
|
4,733
|
||||||
Impairment of intangible assets
|
31,527
|
998
|
||||||
Increase (decrease) of uncertain tax position
|
2,628
|
(315
|
)
|
|||||
Deferred income tax (benefit) provision
|
(4,605
|
)
|
4,418
|
|||||
Consideration adjustment / gain on mark-to-market
|
-
|
(1,700
|
)
|
|||||
Loss on sale of assets
|
243
|
-
|
||||||
Changes in operating assets and liabilities, net of business acquisitions
|
(10,219
|
)
|
(2,363
|
)
|
||||
Net cash provided by operating activities
|
2,027
|
15,250
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of investments
|
-
|
(80
|
)
|
|||||
Proceeds from sales of investments
|
245
|
-
|
||||||
Purchases of property and equipment
|
(611
|
)
|
(605
|
)
|
||||
Proceeds from sale of property and equipment
|
25
|
-
|
||||||
Acquisition of Broadsmart, net of cash acquired
|
-
|
(40,019
|
)
|
|||||
Acquisition of intangible assets
|
(1,090
|
)
|
(321
|
)
|
||||
Net cash used in investing activities
|
(1,431
|
)
|
(41,025
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Repurchase of ordinary shares to settle withholding liability
|
(455
|
)
|
(430
|
)
|
||||
Proceeds from exercise of ordinary share options
|
103
|
10
|
||||||
Net cash (used in) financing activities
|
(352
|
)
|
(420
|
)
|
||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
244
|
(26,195
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
52,394
|
78,589
|
||||||
Cash and cash equivalents, end of period
|
$
|
52,638
|
$
|
52,394
|
RECONCILIATION OF OPERATING INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA
|
||||||||||||||||
|
||||||||||||||||
(In thousands)
(Unaudited)
|
||||||||||||||||
Quarter
|
Quarter
|
Twelve Months
|
Twelve Months
|
|||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
|
31-Dec-17
|
31-Dec-16
|
31-Dec-17
|
31-Dec-16
|
||||||||||||
GAAP Operating income (loss)
|
$
|
1,261
|
$
|
(113
|
)
|
$
|
(28,181
|
)
|
$
|
13,755
|
||||||
Depreciation and amortization
|
977
|
1,223
|
4,374
|
4,733
|
||||||||||||
Share-based compensation
|
989
|
1,051
|
3,042
|
4,220
|
||||||||||||
Impairment of intangible assets
|
-
|
500
|
31,527
|
998
|
||||||||||||
Asset impairment
|
-
|
-
|
490
|
-
|
||||||||||||
Consideration adjustment / Gain on mark-to-market
|
-
|
300
|
(894
|
)
|
(1,700
|
)
|
||||||||||
Transaction related expenses
|
-
|
-
|
-
|
799
|
||||||||||||
Proxy contest related expenses
|
-
|
519
|
1,042
|
1,015
|
||||||||||||
Severance and senior management transition expenses
|
99
|
217
|
3,067
|
852
|
||||||||||||
Write-down of inventory components
|
-
|
-
|
386
|
112
|
||||||||||||
Other Items
|
2,281
|
40
|
5,235
|
535
|
||||||||||||
Non- GAAP Adjusted EBITDA
|
$
|
5,607
|
$
|
3,737
|
$
|
20,088
|
$
|
25,319
|
RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP NET INCOME
|
||||||||||||||||
|
||||||||||||||||
(In thousands)
|
||||||||||||||||
(Unaudited)
|
Quarter
|
Quarter
|
Twelve Months
|
Twelve Months
|
||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
|
31-Dec-17
|
31-Dec-16
|
31-Dec-17
|
31-Dec-16
|
||||||||||||
GAAP Net (loss) income attributable to common shareholders
|
$
|
(2,752
|
)
|
$
|
(1,261
|
)
|
$
|
(24,963
|
)
|
$
|
5,691
|
|||||
Share-based compensation
|
989
|
1,051
|
3,042
|
4,220
|
||||||||||||
Impairment of intangible assets
|
-
|
500
|
31,527
|
998
|
||||||||||||
Asset impairment
|
-
|
-
|
490
|
-
|
||||||||||||
Consideration adjustment / Gain on mark-to-market
|
-
|
300
|
(894
|
)
|
(1,700
|
)
|
||||||||||
Transaction related expenses
|
-
|
-
|
-
|
799
|
||||||||||||
Proxy contest related expenses
|
-
|
519
|
1,042
|
1,015
|
||||||||||||
Severance and senior management transition expenses
|
99
|
217
|
3,067
|
852
|
||||||||||||
Write-down of inventory components
|
-
|
-
|
386
|
112
|
||||||||||||
Other Items
|
2,281
|
40
|
5,235
|
535
|
||||||||||||
Tax related items
|
6,391
|
820
|
(887
|
)
|
3,982
|
|||||||||||
Non-GAAP Net income
|
$
|
7,008
|
$
|
2,186
|
$
|
18,045
|
$
|
16,504
|
||||||||
|
||||||||||||||||
GAAP (loss) earnings per ordinary share – Diluted
|
$
|
(0.17
|
)
|
$
|
(0.08
|
)
|
$
|
(1.55
|
)
|
$
|
0.35
|
|||||
Share-based compensation
|
0.06
|
0.07
|
0.19
|
0.26
|
||||||||||||
Impairment of intangible assets
|
-
|
0.03
|
1.96
|
0.06
|
||||||||||||
Asset impairment
|
-
|
-
|
0.03
|
-
|
||||||||||||
Consideration adjustment / Gain on mark-to-market
|
-
|
0.02
|
(0.06
|
)
|
(0.11
|
)
|
||||||||||
Transaction related expenses
|
-
|
-
|
-
|
0.05
|
||||||||||||
Proxy contest related expenses
|
-
|
0.03
|
0.06
|
0.06
|
||||||||||||
Severance and senior management transition expenses
|
0.01
|
0.01
|
0.19
|
0.05
|
||||||||||||
Write-down of inventory components
|
-
|
-
|
0.02
|
0.01
|
||||||||||||
Other Items
|
0.14
|
0.00
|
0.33
|
0.03
|
||||||||||||
Tax related items
|
0.40
|
0.05
|
(0.06
|
)
|
0.25
|
|||||||||||
Non-GAAP Net income per share – Diluted
|
$
|
0.43
|
$
|
0.14
|
$
|
1.12
|
$
|
1.03
|
||||||||
|
||||||||||||||||
Weighted average ordinary shares outstanding - Diluted:
|
16,125
|
16,113
|
16,088
|
16,064
|