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iPass Reports Fourth Quarter 2012 Financial Results

REDWOOD SHORES, CA -- (Marketwire) -- 02/13/13 -- iPass Inc. (NASDAQ: IPAS), the global Wi-Fi roaming leader for enterprises and telecom service providers, today announced financial results for the fourth quarter and year ended December 31, 2012.

"We're encouraged by the solid continued progress we're making on growing the Open Mobile business and are pleased with achieving an important milestone where Open Mobile users now comprise more than 50% of our business," said Evan Kaplan, president and CEO of iPass. "In addition, we continue to experience growth in our smartphone and tablet-driven Wi-Fi network users and early 2013 results show a strong trajectory in OM smartphone and tablet adoption. There's tremendous excitement and momentum in the Wi-Fi market and iPass is uniquely positioned to capitalize on the huge growth in global demand for Wi-Fi roaming."

"We were pleased to have grown our Open Mobile revenue in the fourth quarter by approximately 20% over Q3 and continue to see the path to Wi-Fi network revenue growth," said Steven Gatoff, senior vice president and CFO of iPass. "We enter 2013 with a strong user base and solid Open Mobile growth that positions us for revenue growth and overall adjusted EBITDA profitability for the full year 2013."

iPass reported revenues of $29.7 million for Q4 2012, compared to $30.8 million in Q3 2012, GAAP net loss of $1.5 million for Q4 2012, compared to a GAAP net loss of $0.8 million for Q3 2012 and Adjusted EBITDA of negative $0.1 million for Q4 2012, compared to positive $0.7 million for Q3 2012.

KEY OPERATING METRICS AND FINANCIAL HIGHLIGHTS

iPass continues to focus the business and drive momentum on the growing adoption of the Open Mobile platform and related Wi-Fi network users as the legacy products and usage are replaced or eliminated.

The following key operating metrics speak to the drivers and progress that the company has achieved in Q4 2012 with the Open Mobile business.

Open Mobile (OM) User Growth:

  • Grew Open Mobile Wi-Fi network users as a percentage of total Wi-Fi network users from 36% for the month of September, 2012 to 49% for the month of December, 2012. This caps a year of significant OM Wi-Fi network user growth, and drives toward the important cross-over of OM users outweighing legacy users. OM Wi-Fi network users were 8% of total Wi-Fi network users for the month of December, 2011.
  • Grew Open Mobile platform active monetized users by more than 30% sequentially, to end Q4 with approximately 380,000 users for the month of December, 2012. Continuing its growth, OM represented approximately 60% of the total number of Active monetized platform users for the month of December, 2012.
  • Grew Open Mobile smartphone and tablet Wi-Fi network users as a percentage of total OM Wi-Fi network users from 21% for the month of September, 2012 to 24% for the month of December, 2012. This represents an annual growth of 60% as the company entered 2012 with smartphone and tablet Wi-Fi network users representing less than 15% of total OM Wi-Fi network users.

Mobility Services Revenue Traction:

  • Grew Open Mobile revenue by approximately 20%, to $9.1 million in Q4 2012, representing approximately 43% of total Mobility Services revenue, from 34% in Q3 2012 and 12% in Q4 2011.
  • Grew Open Mobile network revenue by more than 24% or nearly $1 million over Q3 2012.
  • Delivered the seventh sequential quarter of growth in total Open Mobile revenue and Open Mobile Wi-Fi network revenue. OM Wi-Fi network revenue grew by approximately 25% over Q3 2012.

Financial Summary

(unaudited; in millions)                                Q4'12       Q3'12
                                                     ----------  ----------
Revenue:
  Mobility Services:                                 $     21.2  $     22.4
    Open Mobile (1)                                         9.1         7.6
    Legacy iPC (2)                                         12.1        14.8
  Managed Network Services (MNS)                            8.5         8.4
                                                     ----------  ----------
Total Revenue                                        $     29.7  $     30.8
GAAP Net Loss                                        $     (1.5) $     (0.8)
Adjusted EBITDA Income/(Loss)(3)                     $     (0.1) $      0.7
Cash and Cash Equivalents                            $     26.8  $     26.5
Shares of Common Stock Outstanding at Period End           61.5        61.3

(1) Open Mobile revenue includes OM network and platform and Open Mobile
    Exchange.
(2) Legacy iPC revenue includes iPC network and platform, and other
    revenues.
(3) The definition of Adjusted EBITDA and the reconciliation of Non-GAAP to
    GAAP financial measures are discussed below.

BUSINESS HIGHLIGHTS

Customer Wins and New Technology Alliances

Mobility Services:

Open Mobile Enterprise (OME) Customers

  • Signed more than 70 total enterprise customers onto Open Mobile during the quarter, including Juniper Networks, Texas Instruments, Grant-Thornton, Wilson Sonsini Goodrich & Rosati, SAP, Hitachi, LGA Telecom, Nissan Chemical Industries, FMC Corporation, Mitsubishi Heavy Industries, Harris Corporation, and Gyrodata. Overall iPass has more than 720 enterprise customers on Open Mobile.
  • Included in customers signed during the quarter, approximately 25 new customer logos, including Daimler, Ericsson Australia, Neopost, and Australian Post.
  • Partnered with SingTel, a leading Asia-Pacific communications provider, to offer Wi-Fi roaming services in Singapore and across Asia using iPass Open Mobile.
  • Partnered with Wireless Analytics, a global Wi-Fi roaming leader for enterprises and telecom service providers, to provide iPass OME services to its enterprise customers located throughout the Northeastern United States.

Open Mobile Exchange (OMX) Carrier Customers

  • Added three large and strategic carriers, further expanding iPass' reach in North America and Asia, with a total of 23 carriers signed to date.

Managed Network Service (MNS)

  • Launched a strategic alliance with Aerohive Networks, the leader in controller-less Wi-Fi and cloud-enabled enterprise networking. iPass became Aerohive's first managed Wi-Fi service provider and this alliance enables MNS to bundle the Aerohive Wi-Fi technology into a turnkey, fully managed solution for enterprise customers.
  • Selected by Hallmark to provide additional managed network services to more than 2,100 corporate and independent retail locations.
  • Continued growth in the healthcare market with a multi-year contract extension to deliver value-added managed network services to the nation's largest operator of senior living communities, with 600+ facilities in North America.

iPass Product Advancements & Innovation

  • Recently delivered major enhancements in version 3.0 of the iPass Open Mobile client for iOS with new features such as automatic background authentication, enhanced network labeling and native iPass network notification on iOS devices, further enriching the user connectivity experience.
  • Recent client developments include new features on iPass' Open Mobile client for Android including auto-connect features, roaming support and faster downloads, and new support for devices running Windows 8 or Windows RT.

iPass Global Wi-Fi Network

  • Grew global footprint to more than 1.2 million Wi-Fi hotspots across 124 countries and territories, nearly doubling the iPass global Wi-Fi network since the beginning of 2012. This unique asset includes leading strategic Wi-Fi venues covering more than 90% of the world's top 100 airports and major hotels, convention centers, commercial airlines, restaurants, retail and small business locations with infrastructure that is integrated with 146 leading global Wi-Fi operators.

Q1 2013 GUIDANCE

Realignment of Legacy Resources
iPass today announced its implementation of a plan to re-align its cost structure to focus investments, resources and operating expenses on the company's growing Open Mobile business. The company is shifting spending away from legacy iPC business to OM growth through such initiatives as smartphones and tablets and growing Wi-Fi network coverage and quality to position iPass for long-term growth and scale. As a result of the realignment, iPass expects to reduce its workforce by less than 5% and expects to record in the aggregate, approximately $0.9 million of restructuring charges during the first quarter of 2013.

For the first quarter of 2013 ending March 31, 2013, iPass anticipates total revenue and adjusted EBITDA income (loss) to be in the following ranges:


Total Revenue                           $28 - 32 million
Adjusted EBITDA Income / (Loss) (1)     $(2.0) - (0.5) million

(1) A reconciliation of Adjusted EBITDA income (loss) to GAAP net loss is
    provided in the attached schedules. The guidance for Adjusted EBITDA
    income (loss) for the first quarter of 2013 does not include the impact
    of any foreign exchange gains or losses or restructuring charges.

Today's Conference Call and Webcast Information
iPass will host a live conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time).

The conference call will be accessible by telephone, toll-free at 888-539-3678 or direct dial at 719-457-2648 with a participant confirmation code of 4883512. 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 first quarter 2013 results.

The dial-in number for a telephone replay of the conference call is 888-203-1112 and 719-457-0820 and will be available until March 31, 2013. The confirmation code for the replay is 4883512.

Upcoming Investor Conferences
Evan Kaplan, president and CEO, will be presenting at the 2013 Wedbush Technology, Media and Telecommunication Management Access Conference on March 7, 2013 in New York and will provide an overview of the company's business, growth strategy and financial fundamentals. Evan Kaplan will also be leading the panel discussion at the GSMA Mobile World Congress Conference during the week of February 25, 2013 in Barcelona and Informa Wi-Fi World Summit-North America during the week of April 24, 2013 in Boston and will provide insights on the company's expanding role in the Wi-Fi data roaming space and how the company enables service providers for Wi-Fi roaming. Various members of iPass' management team will also be present during these conferences.

Cautionary Information About Forward-Looking Statements
The statements in this press release regarding iPass' expectations and belief that demand for its smartphones and tablet-driven Wi-Fi network users continue to grow, that it is uniquely positioned to capitalize on the huge growth in global demand for Wi-Fi roaming, that it continues to see the path to Wi-Fi network revenue returning to growth, that it is positioned for revenue growth and overall adjusted EBITDA profitability for the full year of 2013, and iPass' projections of its first quarter 2013 financial results under the caption "Q1 2013 Guidance" 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 following: the risk that the "End of Life" of the legacy Mobile Office product may negatively impact customer retention and mobility revenues; the risk that the Open Mobile platform and Open Mobile Exchange will not achieve the market acceptance iPass expects; the risk that iPass customers and partners may not be willing to agree to minimum purchase and resale commitments at the rate iPass expects; the risk of material reductions in iPass customers' existing minimum commitments more than iPass currently expects; the risk that iPass carrier and channel partners do not successfully market iPass services to their customers; the risk that iPass does not accurately predict usage for its Enterprise Flat Rate price plan which could result in iPass expenses exceeding revenues for these plans; the risk that iPass customers do not widely deploy iPass Open Mobile on smartphones, tablets and other mobile handheld devices; the risk that demand for mobility services does not grow as iPass expects; the risk that strong competition in the market for mobility services and managed network services could reduce demand for iPass' services; the risk that iPass fails to address market requirements, evolving standards and technological changes in the mobility services industry, which could reduce demand for iPass' services; and the risk that a meaningful portion of iPass business is international, which subjects iPass business to additional risks such as currency fluctuations. Detailed information about these and other risk factors that could potentially affect iPass' business, financial condition and results of operations are included in iPass' Annual Report on Form 10-K filed with the SEC on March 7, 2012, and available at the SEC's Web site at www.sec.gov and the company's website at http://investor.ipass.com. iPass undertakes no responsibility to update the information in this press release if any forward-looking statement later turns out to be an inaccurate prediction of the actual results.

Information Regarding Non-GAAP Financial Measures
This press release also contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). The company considers Adjusted EBITDA as a supplemental measure of the company's performance that is not required by, nor presented in accordance with GAAP.

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 charges. The company believes Adjusted EBITDA provides a meaningful comparison between its core operating results, on a consistent basis, over different periods of time. Accordingly, management uses this financial measure for evaluating and making operating decisions and for purposes of comparison with its strategic plan, operating budgets and allocation of resources.

Furthermore, the company believes the use of Adjusted EBITDA is useful to investors:

1) To 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) To provide consistency and enhance investors' ability to compare the company's performance across financial reporting periods; and
3) To facilitate comparisons to the operating results of other companies in the company's industry, which use similar financial measures to supplement their GAAP results.

Adjusted EBITDA should not be considered in isolation, or construed 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.

About iPass Inc.
iPass helps enterprises and telecom service providers ensure their employees and subscribers stay well connected. Founded in 1996, iPass delivers the world's largest commercial-grade Wi-Fi network and trusted connectivity platform. With more than 1.2 million Wi-Fi hotspots across 124 countries and territories, iPass gives its customers always-on, frictionless connectivity for smartphones, tablets and laptops anywhere in the world -- simply, securely and cost effectively. Additional information is available at www.ipass.com or on Smarter Connections, the iPass blog.

NOTE: iPass® is a registered trademark of iPass Inc. Open Mobile, OME, Open Mobile Express, Open Mobile Exchange and OMX are trademarks of iPass Inc. Wi-Fi® is a registered trademark of the Wi-Fi Alliance. Other company names, logos and product or service names mentioned herein are the trademarks owned by their respective owners.




Selected Financial Results and Key User Metrics

Q4 2012

(unaudited; in millions)                    Q4'12       Q3'12       Q4'11
                                         ----------  ----------  -----------
Revenue:
  Mobility Services:                     $     21.2  $     22.4  $      26.5
    Open Mobile Enterprise:                     8.8         7.4          3.0
      Wi-Fi Network                             4.0         3.2          0.8
      Other Network(1)                          1.1         0.9          0.2
      Platform                                  3.5         3.1          1.9
      Other                                     0.2         0.2          0.1
    Open Mobile Exchange(2)                     0.3         0.2          0.2
    Legacy iPC:                                12.1        14.8         23.3
      Wi-Fi Network                             5.2         6.6         12.1
      Other Network(1)                          4.1         5.2          7.1
      Platform                                  1.8         2.1          3.4
      Other                                     1.0         0.9          0.7
  Managed Network Services (MNS)                8.5         8.4          7.9
                                         ----------  ----------  -----------
Total Revenue                            $     29.7  $     30.8  $      34.4
GAAP Net Income/(Loss)                   $     (1.5) $     (0.8) $       0.3
Adjusted EBITDA Income/(Loss)(3)         $     (0.1) $      0.7  $       1.1
Cash and Cash Equivalents                $     26.8  $     26.5  $      25.4
Shares of Common Stock Outstanding at
 Period End                                    61.5        61.3         59.1


2012

(unaudited; in millions)                                2012        2011
                                                     ----------  ----------
Revenue:
  Mobility Services:                                 $     92.7  $    110.8
    Open Mobile Enterprise:                                26.3         8.2
      Wi-Fi Network                                        11.2         1.4
      Other Network(1)                                      2.8         0.3
      Platform                                             11.6         5.8
      Other                                                 0.7         0.7
    Open Mobile Exchange(2)                                 0.8         0.7
    Legacy iPC:                                            65.6       101.9
      Wi-Fi Network                                        31.3        52.8
      Other Network(1)                                     21.9        32.9
      Platform                                              9.8        13.4
      Other                                                 2.6         2.8
  Managed Network Services (MNS)                           33.4        30.0
                                                     ----------  ----------
Total Revenue                                        $    126.1  $    140.8
GAAP Net Loss                                        $     (4.4) $     (3.0)
Adjusted EBITDA Income/(Loss)(3)                     $      1.0  $     (0.2)


(1) Other Network for OM includes commit shortfall revenue. Other Network
    for Legacy iPC includes commit shortfall, dial and 3G revenue.
(2) iPass OMX revenue includes both network and platform revenue.
(3) The definition of Adjusted EBITDA is discussed above and the
    reconciliation of Non-GAAP to GAAP financial measures is presented
    below.



AVERAGE MONTHLY MONETIZED USERS:


                                            Q4'12       Q3'12       Q4'11
                                         ----------  ----------  ----------
Open Mobile Users: (1)
  Wi-Fi Network Users                        35,000      27,000       7,000
  Platform Users:
    Active (2)                              355,000     270,000      45,000
    Gross (3)                               822,000     689,000     207,000


Legacy Users:(1)
  Wi-Fi Network Users                        46,000      54,000     107,000
  Other Network Users(4)                     28,000      31,000      37,000
  Platform Users                            286,000     320,000     480,000
Total Users (1)                             671,000     629,000     572,000
  Total Network Users                       109,000     112,000     151,000
  Total Platform Users                      641,000     590,000     525,000

NETWORK GROSS MARGIN: (5)                      45.5%       48.6%       45.1%

(1) Average Monthly Monetized Users (AMMU) metric is based on the number of
    active users of iPass' network and/or platform services across both its
    legacy iPC offering and new Open Mobile Enterprise offerings. The AMMU
    number represents 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 for total users that may be
    active users of both Network and Platform services in a given month.
(2) Represents the average number of Open Mobile Enterprise ("OME") users in
    the periods presented who were billed platform fees and who have used or
    deployed Open Mobile.
(3) Represents the average number of Open Mobile Enterprise users in the
    periods presented for which Open Mobile platform fees were billed for
    the period. The difference between Gross and Active Open Mobile platform
    users is represented by Paying, Undeployed users for which Open Mobile
    platform fees were billed for the period but that have not yet used Open
    Mobile or deployed.
(4) Represents users of dial-up and 3G networks.
(5) Network Gross Margin is defined as (Mobility Network Revenue plus MNS
    Revenue less Network Access Costs) divided by (Mobility Network Revenue
    plus MNS Revenue).



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


                                                December 31,   December 31,
                                                    2012           2011
                                               -------------  -------------

Assets

Current assets:
  Cash and cash equivalents                    $      26,822  $      25,439
  Accounts receivable, net of allowance for
   doubtful accounts of $1,173 and $1,605,
   respectively                                       17,260         21,307
  Prepaid expenses and other current assets            5,058          5,938
                                               -------------  -------------
Total current assets                                  49,140         52,684

  Property and equipment, net                          6,549          4,013
  Intangible assets, net                                   -            169
  Other assets                                         4,435          6,239
                                               -------------  -------------
Total assets                                   $      60,124  $      63,105
                                               =============  =============


Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                             $       7,496  $       8,701
  Accrued liabilities                                  8,631          9,502
  Deferred revenue, short-term                         3,787          3,852
                                               -------------  -------------
Total current liabilities                             19,914         22,055

  Deferred revenue, long-term                          2,834          3,134
  Other long-term liabilities                            475            469
                                               -------------  -------------
Total liabilities                              $      23,223  $      25,658
                                               -------------  -------------

Stockholders' equity:
  Common stock                                            61             59
  Additional paid-in capital                         213,454        209,624
  Accumulated deficit                               (176,614)      (172,236)
                                               -------------  -------------
Total stockholders' equity                            36,901         37,447
                                               -------------  -------------
Total liabilities and stockholders' equity     $      60,124  $      63,105
                                               =============  =============



                                 iPASS INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF
                      OPERATIONS AND COMPREHENSIVE LOSS
         (Unaudited, in thousands, except share and per share data)


                       Three Months Ended         Twelve Months Ended
                          December 31,               December 31,
                   -------------------------- --------------------------
                       2012           2011        2012           2011
                   -----------    ----------- -----------    -----------

Revenues           $    29,722    $    34,434 $   126,078    $   140,761

Cost of revenues
 and operating
 expenses:
  Network access
   costs                12,590         15,517      53,640         65,766
  Network
   operations            4,874          5,461      20,806         22,307
  Research and
   development           3,286          3,525      13,733         14,368
  Sales and
   marketing             4,549          4,649      19,530         20,702
  General and
   administrative        5,506          4,889      21,653         20,009
  Restructuring
   charges
   (benefits) and
   related
   adjustments              10             11          26           (151)
  Amortization of
   intangible
   assets                    -             60         169            239
                   -----------    ----------- -----------    -----------
    Total cost of
     revenues and
     operating
     expenses           30,815         34,112     129,557        143,240
                   -----------    ----------- -----------    -----------
Operating income
 (loss)                 (1,093)           322      (3,479)        (2,479)

  Interest income            8              7          19            112
  Foreign exchange
   gains (losses),
   net                    (151)            (4)       (288)          (479)
  Other income
   (expenses), net           4             48          12            128
                   -----------    ----------- -----------    -----------

Profit (loss)
 before income
 taxes                  (1,232)           373      (3,736)        (2,718)

  Provision for
   income taxes            220             44         642            290
                   -----------    ----------- -----------    -----------

Net income (loss)  $    (1,452)   $       329 $    (4,378)   $    (3,008)
                   ===========    =========== ===========    ===========
Comprehensive
 income (loss)     $    (1,452)   $       329 $    (4,378)   $    (3,008)
                   ===========    =========== ===========    ===========

Basic and diluted
 net income (loss)
 per share         $     (0.02)   $      0.01 $     (0.07)   $     (0.05)

Weighted average
 number of common
 shares
 outstanding
- Basic             61,380,329     59,052,633  60,711,317     58,429,005
- Diluted           61,380,329 (1) 59,945,943  60,711,317 (1) 58,429,005 (1)


(1) Given the net loss for the period, none of the potentially dilutive
    securities were included in the calculation of diluted earnings per
    share since their effect would have been anti-dilutive.



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

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------

Cash flows from operating
 activities:
Net income (loss)                $  (1,452) $     329  $  (4,378) $  (3,008)

Adjustments to reconcile net
 income (loss) to net cash
 provided by (used in) operating
 activities:
  Stock-based compensation             637        377      2,418      1,725
  Amortization of intangible
   assets                                -         60        169        239
  Depreciation and amortization        450        527      2,110      2,259
  Loss on disposal of property
   and equipment                         -         15          3        102
  Deferred income taxes                120       (134)       117       (125)
  Provision for doubtful
   accounts                            137         (9)       (66)       360
  Change in sales tax liability
   estimation                            -       (160)         -       (555)

Changes in operating assets and
 liabilities:
  Accounts receivable                1,998        898      4,113      2,367
  Prepaid expenses and other
   current assets                       88        428        878        858
  Other assets                         149         40        718        521
  Accounts payable                    (457)    (2,088)    (1,138)    (5,116)
  Accrued liabilities               (1,175)    (1,361)      (821)    (5,276)
  Deferred revenue                    (237)      (157)      (365)       432
  Other liabilities                   (357)       (45)      (295)      (252)
                                 ---------  ---------  ---------  ---------
Net cash provided by (used in)
 operating activities                  (99)    (1,280)     3,463     (5,469)
                                 ---------  ---------  ---------  ---------

Cash flows from investing
 activities:
  Purchases of property and
   equipment                          (369)      (591)    (4,465)    (1,845)
  Change in restricted cash
   pledged for letter of credit        500        813        971      1,099
                                 ---------  ---------  ---------  ---------
Net cash provided by (used in)
 investing activities                  131        222     (3,494)      (746)
                                 ---------  ---------  ---------  ---------

Cash flows from financing
 activities:
  Proceeds from issuance of
   common stock                        378        200      1,572        908
  Stock repurchase                     (88)         -       (158)         -
                                 ---------  ---------  ---------  ---------
Net cash provided by financing
 activities                            290        200      1,414        908
                                 ---------  ---------  ---------  ---------
Net increase (decrease) in cash
 and cash equivalents                  322       (858)     1,383     (5,307)
Cash and cash equivalents at
 beginning of period                26,500     26,297     25,439     30,746
                                 ---------  ---------  ---------  ---------
Cash and cash equivalents at end
 of period                       $  26,822  $  25,439  $  26,822  $  25,439
                                 =========  =========  =========  =========

Supplemental disclosures of cash
 flow information:
Net cash paid for taxes          $      65  $      74  $     375  $     564
Accrued amounts for acquisition
 of property and equipment       $     321  $     388  $     321  $     388



                                 iPASS INC.
                 RECONCILIATION OF NON-GAAP TO GAAP METRICS
                         (Unaudited, in thousands)

                                                            Twelve Months
                                Three Months Ended              Ended
                          -----------------------------  ------------------
                          December  September  December  December  December
                             31,       30,        31,       31,       31,
                            2012       2012      2011      2012      2011
                          --------  ---------  --------  --------  --------
I  Reconciliation of
    Adjusted EBITDA
    Income (Loss) to GAAP
    Net Income (Loss):
   Adjusted EBITDA Income
    (Loss)                $   (143) $     693  $  1,151  $    960  $   (196)
     (a) Interest income         8          4         7        19       112
     (b) Income tax
      expense                 (220)      (275)      (44)     (642)     (290)
     (c) Depreciation of
      property and
      equipment               (450)      (505)     (527)   (2,110)   (2,259)
     (d) Amortization of
      intangible assets          -        (50)      (60)     (169)     (239)
     (e) Stock-based
      compensation            (637)      (637)     (377)   (2,418)   (1,725)
     (f) Restructuring
      (charges) benefit
      and related
      adjustments              (10)       (10)      (11)      (26)      151
     (g) Certain state
      sales and federal
      tax items and other
      discrete items             -          9       190         8     1,438
                          --------  ---------  --------  --------  --------
   GAAP Net Income (Loss) $ (1,452) $    (771) $    329  $ (4,378) $ (3,008)
                          --------  ---------  --------  --------  --------


   Q1 2013 Guidance
II Reconciliation of Q1
    2013 Adjusted EBITDA
    Loss to GAAP Net
    Loss:                              (Unaudited, in millions)
   Adjusted EBITDA Loss
    (1)                             $    (2.0)           $   (0.5)
     (a) Income tax
      expense                                      (0.1)
     (b) Depreciation of
      property and
      equipment                                    (0.6)
     (c) Stock-based
      compensation                                 (0.8)
     (d) Restructuring
      charges                                      (0.9)
                                    ---------  --------  --------
   GAAP Net Loss                    $    (4.4)           $   (2.9)
                                    ---------            --------


(1) The Q1 2013 Guidance for Adjusted EBITDA loss does not include the
    impact of any foreign exchange gains or losses or restructuring charges.

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