Insignia Solutions Reports Third Quarter 2004 Financial Results.FREMONT Fremont (frē`mŏnt). 1 City (1990 pop. 173,339), Alameda co., W Calif., on San Francisco Bay; inc. 1956. Long an agricultural center, with champagne vineyards founded (1870) by Leland Stanford, it still ships fruits and vegetables. , Calif. -- Insignia in·sig·ni·a also in·sig·ne n. pl. insignia or in·sig·ni·as 1. A badge of office, rank, membership, or nationality; an emblem. 2. A distinguishing sign. Solutions (Nasdaq:INSG INSG International Nickel Study Group ) today reported financial results for the third quarter ended September September: see month. 30, 2004. Insignia reported third quarter net revenues of $107,000 from the ongoing launch and commercialization of the Company's new technology, Secure System Provisioning (SSP (1) (Service Switching Point) The local exchange node in an SS7 telephone network. The SSP can be part of the voice switch or in a separate computer connected to it. ) for the comprehensive device management of a growing, complex and diverse array of mobile devices. The net loss in the third quarter was $1.7 million, or $0.06 per share. As of September 30, 2004, the Company's cash and cash equivalents were $477,000. In the first nine months of 2004, Insignia reported revenue of $533,000. The net loss for the nine months ended September 30, 2004 was $4.9 million, or $0.17 per share. Mark McMillan Mc·Mil·lan , Edwin Mattison 1907-1991. American physicist and chemist. He shared a 1951 Nobel Prize for the discovery of neptunium (1940). , chief executive officer of Insignia Solutions, said, "We are encouraged by the increasing interest in Insignia's Over-The-Air o·ver-the-air adj. Of, relating to, or being a medium of broadcast transmission, such as radio or television: over-the-air programming. (OTA (Over The Air) Refers to any wireless system such as AM/FM radio and network television that uses open space as its transmission medium. ) mobile device management technology. Our recently launched Secure System Provisioning v2 (SSP v2) technology has received very positive feedback, and we continue to make progress toward signing new customers. As the mobile device industry continues to adopt interoperability The capability of two or more hardware devices or two or more software routines to work harmoniously together. For example, in an Ethernet network, display adapters, hubs, switches and routers from different vendors must conform to the Ethernet standard and interoperate with each other. standards, Insignia is aggressively working to establish its position as a leader in standards-based OTA update technology. "Our recently completed financing transactions, which raised approximately $2.3 million in working capital, have reinforced our efforts to establish SSP v2 in the mobile operator community. We remain committed to extending our market share in mobile device management and ultimately returning shareholder value," Mr. McMillan concluded. Recent Highlights: --On October October: see month. 25, 2004, QUALCOMM (QUALCOMM Incorporated, San Diego, CA, www.qualcomm.com) A wireless communications and software company founded in 1985 by Dr. Irwin Jacobs. Originally involved in satellite tracking and fleet management, QUALCOMM has become widely known for its CDMA technology used in cellphones and announced that it is offering Firmware A category of memory chips that hold their content without electrical power. Firmware includes flash, ROM, PROM, EPROM and EEPROM technologies. When holding program instructions, firmware can be thought of as "hard software." See flash memory, ROM, PROM, EPROM, EEPROM and FOTA. Over-The-Air update capabilities to its BREW (Binary Runtime Environment for Wireless) An application development environment from Qualcomm for enhanced cellphone services (e-mail, games, etc.). BREW is directly supported in the CDMA chipsets from Qualcomm, and BREW-enabled applications work no matter system in conjunction with Insignia Solutions. --On October 18, 2004, Insignia Solutions announced that it had closed two equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. transactions totaling approximately $2.3 million, net of transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). . The Company closed a private placement financing with certain institutional and other accredited investors Accredited Investor A term used by the Securities and Exchange Commission (SEC) under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by certain government filings. Also known as "qualified purchaser". pursuant to which it sold newly issued American Depositary Shares American Depositary Share (ADS) Foreign stock issued in the US and registered in the ADR system. (ADSs) and warrants to purchase ADSs, for a total purchase price of approximately $1.540 million, or $1.366 million, net of transaction costs. Additionally, pursuant to a letter dated October 7, 2004 and delivered under a previously executed agreement, the Company concurrently sold to Fusion Capital shares of newly issued ADSs, resulting in proceeds of approximately $1.0 million. A pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma balance sheet as of September 30, 2004, including an adjustment to show the pro forma effect of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the October financings, is attached as Exhibit B. --On October 6, 2004, Insignia Solutions announced that it extended its interoperability leadership by joining the Open Management Terminal Platform (OMTP OMTP Open Mobile Terminal Platform OMTP Over-Molded Thin Package OMTP Open Modular Telematic Platform OMTP Official Me Too Post (internet) OMTP Online Multimedia Transport Protocol ) group. The OMTP group aims to establish an open framework for mobile device manufacturers and associated software and hardware suppliers to develop Open Mobile Terminal Platforms The Open Mobile Terminal Platform (OMTP) is a forum funded by companies from across the mobile phone value chain, set up with the aim of simplifying the customer experience of mobile data services. . Insignia is the first mobile device management specialist in the organization's interoperability movement. --On September 28, 2004, Insignia Solutions announced it launched its Device Management Interoperability Lab (DMIL DMIL Demilitarization DMIL Daewoo Motors India Limited ) at Company headquarters. Insignia's DMIL is now executing Open Mobile Alliance Device Management (OMA-DM) interoperability testing with a wide range of phone manufacturers and other mobile device management technology providers. --On September 16, 2004, Insignia Solutions announced its Secure System Provisioning v2 (SSP v2), a new standards-based infrastructure software product for mobile operators. The Company also announced an agreement with New World Mobility, a Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. mobile operator, to commercially deploy this new software platform for their subscribers, upon successful completion of testing. --On September 15, 2004, Insignia Solutions announced that it joined the OSGi OSGi OSGi Alliance (formerly Open Services Gateway Initiative) OSGi Open Services Gateway Initiative (now OSGi Alliance) Alliance and became an active participant in its new Mobile Expert Group. The OSGi Alliance was formed by industry leaders to promote a standardized standardized pertaining to data that have been submitted to standardization procedures. standardized morbidity rate see morbidity rate. standardized mortality rate see mortality rate. framework and method to dynamically update a range of consumer electronics based devices, ranging from set top boxes to telematics Originally coined to mean the convergence of telecommunications and information processing, the term later evolved to refer to automation in automobiles. GPS navigation, integrated hands-free cellphones, wireless communications and automatic driving assistance systems all come under the systems and new mobile phones. Conference Call Insignia Solutions will host a conference call on Thursday Thursday: see week. , October 28, 2004 at 2:00 p.m. Pacific Time. A live webcast will be available via a link on the Investor Relations Investor relations The process by which the corporation communicates with its investors. portion of Insignia's website at www.insignia.com. An on-demand On-Demand refers to a service or feature which addresses the user's need for instant gratification and immediacy of use. In most cases the value proposition for an on-demand service is wrapped up in the fact that the user or consumer of the service avoids a significant up-front archive of the call will be available through the Company's website for a period of two weeks after the event. About Insignia Solutions Insignia provides an essential ingredient to mobile operators and terminal manufacturers by enabling customers to manage a growing, complex and diverse community of mobile devices. Insignia's products and services radically reduce customer care and recall costs, maintain device integrity, and enable a wide range of new mobile services. Founded in 1986, Insignia has a long history of innovation, stewardship stewardship the occupation of being a steward or custodian. Referring to animals it implies the caring sort of relationship based on an acceptance of the need to include the rights of animals in overall plans to maintain financial viability. of major industry standards, and the trust of dozens of manufacturers around the world. Insignia Solutions is traded on NASDAQ under the symbol INSG. The company is headquartered in Fremont, California For the unincorporated community in Yolo County, California, see . Fremont (IPA: /ˈfriːmɒnt/) is a city in California that was incorporated on January 23, 1956, from the merger of five smaller communities: with research and development and European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. operations based in the United Kingdom. For additional information about Insignia or its products please visit http://www.insignia.com. Insignia, Insignia Solutions, and the Insignia Solutions logo are registered trademarks, and Secure System Provisioning, Open Management Client, Dynamic Capabilities and Over-The-Air Repair are trademarks of Insignia Solutions, Inc. All other trademarks are the property of their respective holders. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The statements in this press release relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc matters that are not historical are forward-looking statements that involve risks and uncertainties. This release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to, Insignia's need for additional capital to sustain operations, Insignia's reliance on the successful introduction of its Secure System Provisioning ("SSP") product line, Insignia's need to generate significantly greater revenue to achieve profitability and Insignia's liquidity and capital needs. Further details on these and other risks are set forth in Insignia Solutions' filings with the Securities and Exchange Commission, including its most recent filings on Forms 10-K and 10-Q. These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov See .gov and GovNet. (networking) gov - The top-level domain for US government bodies. . Insignia Solutions does not undertake an obligation to update forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. or other statements in this release.
EXHIBIT A
INSIGNIA SOLUTIONS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
September December
30, 31,
2004 2003
---------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 477 $ 2,212
Restricted cash 50 20
Accounts receivable, net 489 50
Other receivables 33 1,153
Tax receivable 429 391
Prepaid royalties - 2,185
Prepaid expenses 258 410
---------- ---------
Total current assets 1,736 6,421
Property and equipment, net 144 154
Investment in affiliate 35 -
Other assets 222 219
---------- ---------
$ 2,137 $ 6,794
---------- ---------
LIABILITIES,
REDEEMABLE WARRANTS
AND SHARE HOLDERS' EQUITY
Current liabilities:
Accounts payable $ 357 $ 468
Accrued liabilities 784 1,239
Note payable - 1,000
Deferred revenue 238 1,460
---------- ---------
Total current liabilities 1,379 4,167
---------- ---------
Redeemable warrants 38 38
---------- ---------
Shareholders' equity:
Ordinary shares 9,656 8,111
Additional paid-in capital 64,002 61,898
Common stock subscription - 575
Accumulated deficit (72,477) (67,534)
Other accumulated comprehensive loss (461) (461)
---------- ---------
Total shareholders' equity 720 2,589
---------- ---------
$ 2,137 $ 6,794
---------- ---------
INSIGNIA SOLUTIONS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)
Three months Nine months
ended ended
September 30, September 30,
----------------- -----------------
2004 2003 2004 2003
-------- -------- -------- --------
Net revenues:
License $ 100 $ 201 $ 521 $ 393
Service 7 - 12 187
-------- -------- -------- --------
Total net revenues 107 201 533 580
-------- -------- -------- --------
Cost of net revenues:
License - 70 28 221
Service - - - 52
-------- -------- -------- --------
Total cost of net
revenues - 70 28 273
-------- -------- -------- --------
Gross profit 107 131 505 307
-------- -------- -------- --------
Operating expenses:
Sales and marketing 578 423 1,923 1,329
Research and development 654 670 2,126 2,695
General and administrative 603 665 1,864 2,195
Restructuring - (19) - 480
-------- -------- -------- --------
Total operating
expenses 1,835 1,739 5,913 6,699
-------- -------- -------- --------
Operating loss (1,728) (1,608) (5,408) (6,392)
Interest income (expense), net 4 (14) 6 (27)
Other income (expense), net (3) (124) 248 3,418
-------- -------- -------- --------
Loss before income taxes (1,727) (1,746) (5,154) (3,001)
Provision for (benefit from)
income taxes 2 (90) (211) (419)
-------- -------- -------- --------
Net loss $(1,729) $(1,656) $(4,943) $(2,582)
-------- -------- -------- --------
Loss per share:
Basic and diluted $ (0.06) $ (0.08) $ (0.17) $ (0.13)
-------- -------- -------- --------
Weighted average shares and share
equivalents:
Basic and diluted 29,384 20,634 29,081 20,272
-------- -------- -------- --------
EXHIBIT B
INSIGNIA SOLUTIONS PLC
CONDENSED CONSOLIDATED BALANCE SHEET
(amounts in thousands)
(unaudited)
Pro forma
Sept. 30, Pro forma Sept. 30,
2004 Adjustments 2004
---------- ------------ ----------
ASSETS
Current assets:
Cash and cash equivalents $ 477 $ 2,366 $ 2,843
Restricted cash 50 50
Accounts receivable, net 489 489
Other receivables 33 33
Tax receivable 429 429
Prepaid royalties - -
Prepaid expenses 258 258
Investment in affiliates - - -
---------- ------------ ----------
Total current assets 1,736 2,366 4,102
Property and equipment, net 144 144
Investment in affiliate 35 35
Other assets 222 222
---------- ------------ ----------
$ 2,137 $ 2,366 $ 4,503
---------- ------------ ----------
LIABILITIES,
REDEEMABLE WARRANTS
AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 357 $ $ 357
Accrued liabilities 784 784
Accrued severance - -
Note payable - -
Deferred revenue 238 238
Accrued royalties - - -
---------- ------------ ----------
Total current liabilities 1,379 - 1,379
---------- ------------ ----------
Redeemable warrants 38 38
---------- ------------ ----------
Shareholders' equity:
Ordinary shares 9,656 2,055 11,711
Additional paid-in capital 64,002 311 64,313
Common stock subscription - -
Accumulated deficit (72,477) (72,477)
Other accumulated
comprehensive loss (461) (461)
---------- ------------ ----------
Total shareholders' equity 720 2,366 3,086
---------- ------------ ----------
$ 2,137 $ 2,366 $ 4,503
---------- ------------ ----------
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