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Exhibit 99.1

 

MODEL N ANNOUNCES FIRST QUARTER OF

FISCAL YEAR 2016 FINANCIAL RESULTS

 

Redwood City, CA – Model N, Inc., (NYSE: MODN), the leading provider of cloud-based Revenue Management solutions to life science, technology and manufacturing companies, today announced financial results for the first quarter of fiscal year 2016, which ended December 31, 2015.

 

“Model N posted a strong start to fiscal year 2016 exceeding our guidance for the top and bottom line.  We continue to make excellent progress on executing our strategy to concurrently grow our revenues AND to transform our business to SaaS and Recurring Revenue.  In particular, I am very excited by the fact that Model N reported 81% of total revenues as SaaS and Maintenance revenue as this is a 25 percentage point increase from the year ago level,” said Zack Rinat, Founder, Chairman, and Chief Executive Officer of Model N.  “Additionally, I am very pleased that effective February 21, 2016, Edward Sander will join Model N as Chief Executive Officer. I will assume a new role as Executive Chairman, focusing on board development, strategy, and supporting Ed as the new CEO of Model N.  Ed brings a wealth of executive leadership experience to the company to accelerate our very positive trajectory.   I am confident that under his leadership, Model N will reach exciting new heights in the years ahead.”

 

First Quarter 2016 Financial Highlights:

 

 

Total Revenues: Total revenues were $24.5 million, compared to $22.1 million for the first quarter of fiscal 2015.

 

 

Gross Profit: Gross profit was $12.1 million, compared to $12.6 million for the first quarter of fiscal 2015.  Gross margins were 49%, compared to 57% for the first quarter of fiscal 2015.  Non-GAAP gross profit was $12.7 million, compared to $13.0 million for the first quarter of fiscal 2015.  Non-GAAP gross margins were 52%, compared to 59% for the first quarter of fiscal 2015.

 

 

Loss from operations: GAAP loss from operations was $(7.7) million, compared to a loss from operations of $(4.2) million for the first quarter of fiscal 2015.  Non-GAAP loss from operations was $(4.4) million, compared to a Non-GAAP loss from operations of $(1.7) million for the first quarter of fiscal 2015.

 

 

Net loss: GAAP net loss was $(7.8) million, compared to net loss of $(4.3) million for the first quarter of fiscal 2015. GAAP diluted net loss per share attributed to common stockholders was $(0.29) based upon weighted average shares outstanding of 26.8 million, as compared to net loss per share of $(0.17) for the first quarter of fiscal 2015 based upon weighted average shares outstanding of 25.3 million.

 

 

Non-GAAP net loss: Non-GAAP net loss was $(4.4) million, as compared to Non-GAAP net loss of $(1.7) million for the first quarter of fiscal 2015. Non-GAAP net loss per share was $(0.16) based upon weighted average shares outstanding of 26.8 million, as compared to Non-GAAP net loss per share of $(0.07) for the first quarter of fiscal 2015 based upon weighted average shares outstanding of 25.3 million.

 

 

Adjusted EBITDA: Adjusted EBITDA was $(3.2) million, compared to $(0.8) million for the first quarter of fiscal 2015.  

 

Use of Non-GAAP Financial Measures

 

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial tables included in this press release.

 

Guidance:

 

As of February 8, 2016, we are providing guidance for the second quarter of fiscal 2016 and the full fiscal year ending September 30, 2016.

 

Second Quarter Fiscal 2016 Guidance:

Total revenues are expected to be in the range from $25.4 million to $25.6 million,

Non-GAAP loss from operations is expected to be in the range of ($7.0) million to ($6.8) million,

Non-GAAP net loss per share is expected to be in the range of ($0.26) to ($0.25) based upon weighted average shares outstanding of 27.0 million shares.

 

 


 

Fiscal Year 2016 Guidance:

Total revenues are expected to be in the range from $106.5 million to $107.5 million,

Non-GAAP loss from operations is expected to be in the range of ($17.5) million to ($17.2) million,

Non-GAAP net loss per share is expected to be in the range of ($0.65) to ($0.63) based upon weighted average shares outstanding of 27.2 million shares.

 

Quarterly Results Conference Call

Model N will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the company’s financial results for the first quarter of fiscal year 2016, which ended December 31, 2015. To access the call, please dial (877) 705-6003 in the U.S. or (201) 493-6725 internationally.  Passcode is 13628027.  A live webcast of the conference will be accessible from Model N’s website at: http://investor.modeln.com. Following the completion of the call, a recording will be available for one year for replay at: http://investor.modeln.com and a telephone replay will be available through 11:59 p.m. ET on February 15, 2016 by dialing (877) 870-5176 in the U.S. or (858) 384-5517 internationally with recording access code 13628027.

 

About Model N

 

Model N is the leader in Revenue Management Cloud solutions for life science, technology and manufacturing companies. Driving mission critical business processes such as configure, price and quote (CPQ), contract management, rebates and regulatory compliance, Model N Cloud solutions transform the revenue lifecycle from a series of disjointed operations into a strategic end-to-end process. With deep industry expertise, Model N supports the unique business needs of the world’s leading brands in life science, technology and manufacturing companies across more than 100 countries.

 

Model N is a trusted partner to some of the world’s largest brands, including Johnson & Johnson, AstraZeneca, Boston Scientific, Novartis, Ortho Clinical Diagnostics, Atmel, Fairchild and Marvell. Model N trades on the New York Stock Exchange under the symbol MODN.

 

Model N® is the registered trademark of Model N, Inc. Any other company names mentioned are the property of their respective owners and are mentioned for identification purposes only.

 

Forward-Looking Statements

 

This press release contains forward-looking statements including, among other things, statements regarding Model N’s second quarter and full year fiscal year 2016 revenue and other financial results. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) delays in closing customer contracts; (ii) our ability to improve and sustain our sales execution; (iii) the timing of new orders and the associated revenue recognition; (iv) adverse changes in general economic or market conditions; (v) delays or reductions in information technology spending and resulting variability in customer orders from quarter to quarter; (vi) competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors and new applications and marketing initiatives by our competitors; (vii) our ability to manage our growth effectively; and (viii) acceptance of our applications and services by customers; (ix) success of new products; (x) the risk that the strategic initiatives that we may pursue will not result in significant future revenues; and (xi) our ability to retain customers. Further information on risks that could affect Model N’s results is included in our filings with the Securities and Exchange Commission (“SEC”), including our most recent quarterly report on Form 10-Q and our annual report on Form 10-K for the fiscal year ended September 30, 2015, and any current reports on Form 8-K that we may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Model N assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.


 


 

 

Non-GAAP Financial Measures

 

We have provided in this release financial information that has not been prepared in accordance with accounting standards generally accepted in the United States of America (“GAAP”). We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

 

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures below. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

 

Our reported results include certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP loss from operations, non-GAAP net loss, non-GAAP net (loss) income per share, and adjusted EBITDA. Non-GAAP gross profit excludes stock-based compensation expense, LeapFrogRX compensation charges and amortization of intangible assets. Non-GAAP loss from operations and non-GAAP net loss exclude stock-based compensation expense, LeapFrogRX compensation charges, amortization of intangible assets, certain legal expenses and acquisition & integration related expenses as they are often excluded by other companies to help investors understand the operational performance of their business and, in the case of stock-based compensation, can be difficult to predict. In addition, stock-based compensation expense varies from period to period and company to company due to such things as differing valuation methodologies and changes in stock price.  Adjusted EBITDA is defined as net loss, adjusted for LeapFrogRX compensation charges, depreciation and amortization, stock-based compensation expense, certain legal expenses, restructuring charges, interest income and other expenses, net, and provision for income taxes.  Reconciliation tables are provided in this press release.

 

Investor Relations Contact:

ICR for Model N
Sheila Ennis, 650-610-4998

investorrelations@modeln.com

 

Media Contact:

Jacqueline Velasco

The Hoffman Agency

408-975-3012

jvelasco@hoffman.com

 

 

 


 

Model N Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

  

 

As of

 

 

As of

 

 

 

December 31,

 

 

September 30,

 

 

 

2015

 

 

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

70,353

 

 

$

91,019

 

Accounts receivable, net

 

 

22,202

 

 

 

16,106

 

Deferred cost of implementation services, current portion

 

 

633

 

 

 

498

 

Prepaid expenses

 

 

3,336

 

 

 

3,229

 

Other current assets

 

 

151

 

 

 

109

 

Total current assets

 

 

96,675

 

 

 

110,961

 

Property and equipment, net

 

 

7,452

 

 

 

7,553

 

Goodwill

 

 

6,939

 

 

 

1,509

 

Intangible assets, net

 

 

6,832

 

 

 

317

 

Other assets

 

 

1,567

 

 

 

1,630

 

Total assets

 

$

119,465

 

 

$

121,970

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,547

 

 

$

1,597

 

Accrued employee compensation

 

 

7,616

 

 

 

9,047

 

Accrued liabilities

 

 

3,986

 

 

 

3,464

 

Deferred revenue, current portion

 

 

25,370

 

 

 

22,039

 

Total current liabilities

 

 

38,519

 

 

 

36,147

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Deferred revenue, net of current portion

 

 

2,321

 

 

 

1,942

 

Other long-term liabilities

 

 

702

 

 

 

819

 

Total long-term liabilities

 

 

3,023

 

 

 

2,761

 

Total liabilities

 

 

41,542

 

 

 

38,908

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Common Stock

 

 

4

 

 

 

4

 

Preferred Stock

 

 

 

 

 

 

Additional paid-in capital

 

 

188,844

 

 

 

186,159

 

Accumulated other comprehensive loss

 

 

(491

)

 

 

(466

)

Accumulated deficit

 

 

(110,434

)

 

 

(102,635

)

Total stockholders' equity

 

 

77,923

 

 

 

83,062

 

Total liabilities and stockholders' equity

 

$

119,465

 

 

$

121,970

 

 

 


 

Model N Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

  

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Revenues:

 

 

 

 

 

 

 

 

License and implementation

 

$

4,562

 

 

$

9,681

 

SaaS and maintenance

 

 

19,925

 

 

 

12,420

 

Total revenues

 

 

24,487

 

 

 

22,101

 

Cost of Revenues:

 

 

 

 

 

 

 

 

License and implementation

 

 

3,417

 

 

 

4,015

 

SaaS and maintenance

 

 

9,012

 

 

 

5,511

 

Total cost of revenues

 

 

12,429

 

 

 

9,526

 

Gross profit

 

 

12,058

 

 

 

12,575

 

Operating Expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

5,284

 

 

 

4,454

 

Sales and marketing

 

 

7,707

 

 

 

6,740

 

General and administrative

 

 

6,720

 

 

 

5,588

 

Total operating expenses

 

 

19,711

 

 

 

16,782

 

Loss from operations

 

 

(7,653

)

 

 

(4,207

)

Interest income, net

 

 

(1

)

 

 

(4

)

Other (income) expenses, net

 

 

57

 

 

 

(39

)

Loss before income taxes

 

 

(7,709

)

 

 

(4,164

)

Provision for income taxes

 

 

90

 

 

 

135

 

Net loss

 

$

(7,799

)

 

$

(4,299

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.29

)

 

$

(0.17

)

Weighted average number of shares used in computing net loss per share attributable to

   common stockholders:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

26,827

 

 

 

25,319

 

 

 

 

 

 


 

Model N Inc.

Condensed Consolidated Statements of Cash Flows  

(in thousands)

(unaudited)

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(7,799

)

 

$

(4,299

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,319

 

 

 

933

 

Stock-based compensation

 

 

2,550

 

 

 

2,394

 

Other non cash charges, net

 

 

46

 

 

 

57

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(4,984

)

 

 

(1,516

)

Prepaid expenses and other assets

 

 

84

 

 

 

(392

)

Deferred cost of implementation services

 

 

(85

)

 

 

(86

)

Accounts payable

 

 

(222

)

 

 

494

 

Accrued employee compensation

 

 

(1,425

)

 

 

(797

)

Other accrued and long-term liabilities

 

 

496

 

 

 

(30

)

Deferred revenue

 

 

2,730

 

 

 

(211

)

Net cash used in operating activities

 

 

(7,290

)

 

 

(3,453

)

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment, net

 

 

(357

)

 

 

(710

)

Acquisition of business

 

 

(12,615

)

 

 

-

 

Capitalization of software development costs

 

 

(532

)

 

 

(563

)

Net cash used in investing activities

 

 

(13,504

)

 

 

(1,273

)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

135

 

 

 

158

 

Net cash provided by financing activities

 

 

135

 

 

 

158

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(7

)

 

 

(24

)

Net decrease in cash and cash equivalents

 

 

(20,666

)

 

 

(4,592

)

Cash and cash equivalents

 

 

 

 

 

 

 

 

Beginning of period

 

 

91,019

 

 

 

101,006

 

End of period

 

$

70,353

 

 

$

96,414

 

 


 

Model N Inc.

Reconciliation of GAAP to Non-GAAP Operating Results

(in thousands, except per share amounts)

(unaudited)

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP net loss to adjusted EBITDA:

 

 

 

 

 

 

 

 

GAAP net loss:

 

$

(7,799

)

 

$

(4,299

)

Reversal of non-GAAP items:

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

2,550

 

 

 

2,394

 

Depreciation and amortization

 

 

1,319

 

 

 

933

 

LeapFrogRx compensation charges

 

 

 

 

 

80

 

Acquisition and integration related costs

 

 

279

 

 

 

 

Legal expenses

 

 

305

 

 

 

 

Interest income, net

 

 

(1

)

 

 

(4

)

Other (income) expenses, net

 

 

57

 

 

 

(39

)

Provision for income taxes

 

 

90

 

 

 

135

 

Adjusted EBITDA

 

$

(3,200

)

 

$

(800

)

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP gross profit to non-GAAP gross profit:

 

 

 

 

 

 

 

 

GAAP gross profit:

 

$

12,058

 

 

$

12,575

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

427

 

 

 

334

 

Amortization of intangible assets (b)

 

 

190

 

 

 

61

 

LeapFrogRx compensation charges (c)

 

 

 

 

 

50

 

Non-GAAP gross profit

 

$

12,675

 

 

$

13,020

 

Percentage of revenue

 

 

51.8

%

 

 

58.9

%

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP gross profit to non-GAAP gross profit:

 

 

 

 

 

 

 

 

for license and implementation:

 

 

 

 

 

 

 

 

GAAP gross profit - license and implementation:

 

$

1,145

 

 

$

5,666

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

200

 

 

 

138

 

Non-GAAP gross profit - license and implementation

 

$

1,345

 

 

$

5,804

 

Percentage of revenue

 

 

29.5

%

 

 

60.0

%

 


 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP gross profit to non-GAAP gross profit:

 

 

 

 

 

 

 

 

for SaaS and maintenance:

 

 

 

 

 

 

 

 

GAAP gross profit - SaaS and maintenance:

 

$

10,913

 

 

$

6,909

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

227

 

 

 

196

 

Amortization of intangible assets (b)

 

 

190

 

 

 

61

 

LeapFrogRx compensation charges (c)

 

 

 

 

 

50

 

Non-GAAP gross profit - SaaS and maintenance

 

$

11,330

 

 

$

7,216

 

Percentage of revenue

 

 

56.9

%

 

 

58.1

%

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP research and development to non-GAAP

   research and development:

 

 

 

 

 

 

 

 

GAAP research and development

 

$

5,284

 

 

$

4,454

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

(401

)

 

 

(328

)

LeapFrogRx compensation charges (c)

 

 

 

 

 

(1

)

Non-GAAP research and development

 

$

4,883

 

 

$

4,125

 

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP sales and marketing to non-GAAP

   sales and marketing:

 

 

 

 

 

 

 

 

GAAP sales and marketing

 

$

7,707

 

 

$

6,740

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

(593

)

 

 

(647

)

Amortization of intangible assets (b)

 

 

(85

)

 

 

(22

)

LeapFrogRx compensation charges (c)

 

 

 

 

 

(11

)

Non-GAAP sales and marketing

 

$

7,029

 

 

$

6,060

 

 

 

 


 

  

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP general and administrative to non-GAAP

   general and administrative:

 

 

 

 

 

 

 

 

GAAP general and administrative

 

$

6,720

 

 

$

5,588

 

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

(1,129

)

 

 

(1,085

)

LeapFrogRx compensation charges (c)

 

 

 

 

 

(18

)

Legal expenses (d)

 

 

(305

)

 

 

 

Acquisition and integration related expenses (e)

 

 

(103

)

 

 

 

Non-GAAP general and administrative

 

$

5,183

 

 

$

4,485

 

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Reconciliation from GAAP loss from operations to non-GAAP

   loss from operations:

 

 

 

 

 

 

 

 

GAAP net loss from operations:

 

$

(7,653

)

 

$

(4,207

)

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

2,550

 

 

 

2,394

 

Amortization of intangible assets (b)

 

 

275

 

 

 

83

 

LeapFrogRx compensation charges (c)

 

 

 

 

 

80

 

Legal expenses (d)

 

 

305

 

 

 

 

Acquisition and integration related expenses (e)

 

 

103

 

 

 

 

Non-GAAP loss from operations

 

$

(4,420

)

 

$

(1,650

)

 

 

 

 

 

 

 

 

 

 

 

Three  months ended December 31,

 

 

 

2015

 

 

2014

 

Numerator:

 

 

 

 

 

 

 

 

Reconciliation between GAAP and non-GAAP net loss:

 

 

 

 

 

 

 

 

GAAP net loss:

 

$

(7,799

)

 

$

(4,299

)

Reversal of non-GAAP expenses:

 

 

 

 

 

 

 

 

Stock-based compensation (a)

 

 

2,550

 

 

 

2,394

 

Amortization of intangible assets (b)

 

 

275

 

 

 

83

 

LeapFrogRx compensation charges (c)

 

 

 

 

 

80

 

Legal expenses (d)

 

 

305

 

 

 

 

Acquisition and integration related expenses (e)

 

 

279

 

 

 

 

Non-GAAP net loss attributable to Model N Inc.

   common stockholders

 

$

(4,390

)

 

$

(1,742

)

Denominator:

 

 

 

 

 

 

 

 

Reconciliation between GAAP and non-GAAP weighted average shares used in

   computing diluted net loss per share attributable to Model N Inc.

   common stockholders:

 

 

 

 

 

 

 

 

Weighted average number of shares used in computing GAAP and

   non-GAAP diluted net loss per share

 

 

26,827

 

 

 

25,319

 

GAAP diluted net loss per share attributable to Model N Inc.

   common stockholders

 

$

(0.29

)

 

$

(0.17

)

Non-GAAP diluted net loss per share attributable to Model N Inc.

   common stockholders

 

 

(0.16

)

 

$

(0.07

)

 


 


 

Use of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements presented on a GAAP basis, Model N uses non-GAAP measures of adjusted EBITDA, gross profit, loss from operations, net loss, weighted average shares outstanding and net loss per share, which are adjusted to exclude LeapFrogRx compensation charges, Channel Insight acquisition related costs, stock-based compensation expense and amortization of intangible assets and includes dilutive shares where applicable. We believe these adjustments are appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our current period GAAP results are made with the intent of providing both management and investors a more complete understanding of Model N’s underlying operating results and trends and our marketplace performance. The non-GAAP results are an indication of our baseline performance that are considered by management for the purpose of making operational decisions. In addition, these non-GAAP results are the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for operating loss, net loss or basic and diluted net loss per share prepared in accordance with generally accepted accounting principles in the United States. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

While a large component of our expense in certain periods, we believe investors may want to exclude the effects of these items in order to compare our financial performance with that of other companies and between time periods:

 

(a)

Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. Stock-based compensation expenses are excluded from our non-GAAP results because stock-based compensation amounts are difficult to forecast due in part to the volume, timing and terms of restricted stock grants and the volatility of our common stock. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operation results to prior periods and to our peer companies.

 

(b)

Amortization of intangible assets resulted principally from acquisitions. Intangible asset amortization is a non-cash item. As such, we believe exclusion of these expenses provides for a better comparison of our operation results to prior periods and to our peer companies.

 

(c)

In January 2012, we acquired LeapFrog Rx for initial cash consideration of $3.0 million as well as potential additional payments to former LeapFrogRx shareholders totaling up-to $8.3 million which are expected to be incurred through January 2015. These additional payments are, among other things, subject to future continued employment and are therefore considered compensatory in nature and are being recognized as compensation expense (LeapFrogRx compensation charges) over the term of each component. We believe that the exclusion of these expenses provides for a better comparison of our operation results to prior periods and to our peer companies.

 

(d)

Legal expense is for the securities class action lawsuits filed in September 2014 and January 2015. We believe that the exclusion of these legal expenses provides for a better comparison of our operation results to prior periods and to our peer companies.

 

 

(e)

In October 2015, we acquired Channel Insight for a cash consideration of $12.6 million, as part of the acquisition, we incurred certain non-recurring integration costs and purchase price adjustments. We believe that exclusion of these acquisition related adjustments and costs provides for a better comparison of our operation results to prior periods and to our peer companies.