Form 8-K Inteliquent, Inc. For: Nov 07

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 7, 2016

 

INTELIQUENT, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (312) 384-8000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

 

 

 

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Item 2.02.  Results of Operations and Financial Condition.

On November 7, 2016, Inteliquent, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2016.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information, including Exhibit 99.1, furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 7, 2016

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

INTELIQUENT REPORTS THIRD QUARTER 2016 RESULTS

Sequential Quarterly Revenue Growth of 9.5%

 

Financial and operating highlights include:

 

CHICAGO, November 7, 2016 – Inteliquent, Inc. (NASDAQ: IQNT), the nation’s premier voice and messaging interconnection partner for communications service providers of all types, today announced its financial results for the third quarter of 2016.

 

“Our third quarter results were a direct reflection of the continued strategic progress and positive momentum we generated over the course of 2016,” said Matt Carter, Inteliquent’s President and Chief Executive Officer.  "Along with the favorable comparisons to the same period from 2015, we experienced sequential quarterly growth in revenue, billed minutes, and net income.   Additionally, during the quarter we made a strategic investment in Zipwhip, a Seattle-based startup that makes it possible for consumers to text businesses on their existing phone numbers. The investment aligns with our focus on extending the power and reliability of our network into the next gen space, and transforming how businesses use communication networks to reach their customers. The recently announced and pending acquisition of Inteliquent by GTCR and Onvoy validates our long term Growth Forward strategy.”

 

 

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Third Quarter 2016 Results  

 

Inteliquent generated revenue of $99.4 million in the third quarter of 2016, an increase of 56.0%, or $35.7 million, from $63.7 million of revenue in the third quarter of 2015.  The growth was primarily driven by an increase in minutes of use. Minutes of use increased 55.0% to 62.3 billion minutes in the third quarter of 2016, compared to 40.2 billion minutes in the third quarter of 2015.  The average rate per minute for the both the third quarter of 2016 and 2015 was flat at $0.00159.  During the quarter, Inteliquent recognized $2.3 million of revenue related to a settlement of outstanding, but unrecorded, billed revenue.  Excluding this settlement, revenue was $97.1 million in the third quarter of 2016.

 

Network and facilities expense for the third quarter of 2016 was $65.8 million, or 66.2% of revenue, compared to $34.9 million, or 54.8% of revenue, for the third quarter of 2015.  The $30.9 million, or 88.5% increase in network and facilities expense was primarily due to an increase in traffic and the costs associated with provisioning transport capacity due to traffic volume growth. The cost as a percent of revenue increased during the three months ended September 30, 2016, as a result of an increase in the costs we pay to third parties to terminate certain traffic.

 

Combined operating expenses consisting of Operations, Sales and Marketing, and General and Administrative expenses were $15.3 million, or 15.4% of revenue for the third quarter of 2016, compared to $13.3 million, or 20.9% of revenue for the third quarter of 2015.  The $2.0 million, or 15.0% increase in operating expenses was primarily due to higher professional fees, including litigation fees, as well as higher employee related costs resulting from additional headcount necessary to grow our business.  

 

Depreciation and amortization expense was $3.8 million for the third quarter of 2016, or 3.8% of revenue, compared to $2.9 million for the third quarter of 2015, or 4.6% of revenue.  The increase in depreciation and amortization expense for the third quarter 2016 was due to the significant increase in the property and equipment asset base necessary to accommodate the growth in traffic.

 

Net Income in the third quarter of 2016 was $9.4 million, compared to $8.3 million for the third quarter of 2015.  

 

Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2016 was $19.1 million, an increase of 13.0% or $2.2 million, from $16.9 million for the third quarter of 2015.  See “Use of Non-GAAP Financial Measures” below for a discussion of the presentation of Adjusted EBITDA and reconciliation to net income.

 

Business Outlook

As previously announced, on November 2, 2016, Inteliquent, Onvoy, LLC, a Minnesota limited liability company and a portfolio company of GTCR LLC  (“Onvoy”), and Onvoy Igloo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Inteliquent on the terms and subject to the conditions set forth in the Merger Agreement (the

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“Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Onvoy. In light of the pending acquisition by GTCR, Inteliquent will not be holding an earnings conference call to discuss its financial results. Additionally, Inteliquent is withdrawing previously provided financial guidance for the full year 2016.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this press release are forward-looking statements. The words “anticipates,” “believes,” “efforts,” “expects,” “estimates,” “projects,” “proposed,” “plans,” “intends,” “may,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Factors that might cause such differences include, but are not limited to: the effects of competition, including direct connects (also referred to as IP direct connects or peering), and downward pricing pressure resulting from such competition; our regular review of strategic alternatives; the impact of current and future regulation, including intercarrier compensation reform enacted by the Federal Communications Commission; our ability to perform under the agreement we announced with T-Mobile USA. Inc. on August 17, 2015 (as amended, the “T-Mobile Agreement”), including the risk that the traffic we carry under the T-Mobile Agreement will not meet our targets for profitability, including EBITDA and Adjusted EBITDA, that we incur damages or similar costs if we fail to meet certain terms in the T-Mobile Agreement, or that T-Mobile terminates the T-Mobile Agreement; the risk that our costs to perform under the T-Mobile Agreement will be higher than we expect; our ability to market Inteliquent’s Omni IQ voice and messaging service, including the risk that the service will not meet our targets for revenue or profitability, including EBITDA and Adjusted EBITDA; the risk that our costs to provide Inteliquent’s Omni IQ voice and messaging service will be higher than we expect; the risk that a receiving carrier will refuse to accept terminating text messages or other problems preventing us from providing our Omni IQ services; the risks associated with our ability to successfully develop and market new voice services, many of which are beyond our control and all of which could delay or negatively affect our ability to offer or market new voice services successfully; the ability to develop and provide other new services; technological developments; the ability to obtain and protect intellectual property rights; the impact of current or future litigation; the potential impact of any future acquisitions, mergers or divestitures; natural or man-made disasters; changes in general economic or market conditions; our ability to identify and successfully attract a highly qualified successor to our former Chief Financial Officer and his or her future performance; the length of time required to complete an executive search; cooperation by key parties during the Chief Financial Officer transition process; and other important factors included in our reports filed with the Securities and Exchange Commission, particularly in the “Risk Factors” section of our Annual Report on Form 10-K for the period ended December 31, 2015, as such Risk Factors may be updated from time to time in subsequent reports. Furthermore, such forward-looking statements speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

 

About Inteliquent

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Inteliquent is a premier interconnection partner for communication service providers of all types.  As the nation’s highest quality provider of voice and messaging interconnection services, Inteliquent is used by nearly all national and regional wireless carriers, cable companies, and CLECs in the markets it serves, and its network carries approximately 21 billion minutes of traffic per month. With the recent launch of its Omni IQ solution, Inteliquent is now also fully dedicated to supporting the growing market of next generation service providers.

 

The Condensed Consolidated Statements of Income, Balance Sheets and Statements of Cash Flows are unaudited and subject to reclassification.

 

INTELIQUENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

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INTELIQUENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

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INTELIQUENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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The following table includes selected financial and operational metrics.

 

Selected Financial and Operational Metrics:

 

 

 

Use of Non-GAAP Financial Measure

 

In this press release we disclose “Adjusted EBITDA” which is a non-GAAP financial measure. For purposes of SEC rules, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure, calculated and prepared in accordance with generally accepted accounting principles in the United Sates (GAAP).

 

EBITDA is defined as net income before (a) interest expense (income), net (b) income tax expense and (c) depreciation and amortization. Adjusted EBITDA is defined as EBITDA as further adjusted to eliminate: non-cash share-based compensation; amounts paid in connection with the separation of prior members of executive management and the resolution of related matters; and legal fees associated with the Shopety, Inc. acquisition. We believe that the presentation of Adjusted EBITDA included in this press release provides useful information to investors regarding our results of operations because it assists in analyzing and benchmarking the performance and value of our business. We believe that presenting Adjusted EBITDA facilitates company-to-company operating performance comparisons of companies within the same or similar industries by backing out differences caused by variations in capital structure, taxation and depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. These measures provide an assessment of controllable operating expenses and afford management the ability to make decisions, which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance. Furthermore, we believe that the presentation of Adjusted EBITDA has economic substance because it provides important insight into our profitability trends, as a component of net income, and allows management and investors to analyze operating results with and without the impact of depreciation and amortization, interest expense (income), income tax expense, non-cash share-based compensation; amounts paid in connection with the separation of prior members of executive management and the resolution of related matters; and legal

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fees associated with the Shopety, Inc. acquisition. Accordingly, these metrics measure our financial performance based on operational factors that management can impact in the short-term, namely the operational cost structure and expenses of our business. In addition, we believe Adjusted EBITDA is used by securities analysts, investors and other interested parties in evaluating companies, many of which present an EBITDA measure when reporting their results. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA is limited because it does not include certain material costs, such as depreciation, amortization and interest and taxes, necessary to operate our business. We disclose the reconciliation between EBITDA and Adjusted EBITDA and net income below to compensate for this limitation. While we use net income as a significant measure of profitability, we also believe that Adjusted EBITDA, when presented along with net income, provides balanced disclosure which, for the reasons set forth above, is useful to investors in evaluating our operating performance and profitability. Adjusted EBITDA included in this press release should be considered in addition to, and not as a substitute for, net income as calculated in accordance with generally accepted accounting principles as a measure of performance.

 

For more information on the non-GAAP financial measure, please see the “Reconciliation of net income to EBITDA and Adjusted EBITDA” table in this press release. This accompanying table has more details on the EBITDA, which is most directly comparable to Adjusted EBITDA and the related reconciliation between these financial measures. Additionally, the company has not reconciled Adjusted EBITDA guidance to net income guidance because it does not provide guidance for either Interest expense (income), net, GAAP provision for income taxes, GAAP provision for depreciation and amortization, non-cash share-based compensation, amounts paid in connection with the separation of prior members of executive management and the resolution of related matters, and legal fees associated with the Shopety, Inc. acquisition, which are reconciling items between net income and Adjusted EBITDA. As items that impact net income are out of the company's control and/or cannot be reasonably predicted, the company is unable to provide such guidance. Accordingly, a reconciliation to net income is not available without unreasonable effort.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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The following is a reconciliation of net income to EBITDA and Adjusted EBITDA:

 

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