iPass (IPAS) Holder Shamrock Activist Fund Sends Letter to Board Urging Changes

In an amended 13D filing with the SEC on iPass Inc. (Nasdaq: IPAS) filed last last night Shamrock Activist Value Fund disclosed a letter sent to John Beletic, the Lead Director of the Company.

The letter starts:

"iPass has reached a critical juncture and immediate action is necessary to stem further erosion of shareholder value. New leadership must be brought to the Board of Directors that is engaged and will proactively guide iPass. An immediate search must be undertaken to secure a new CEO that can optimize the leadership position of the Company. A more meaningful cost reduction program, focusing on sales force efficiency and productivity, should be promptly implemented. Further, because this Board and management have not demonstrated that they can prudently allocate the Company’s capital resources, a substantial portion of the excess cash balances should be distributed to shareholders immediately."

The letter continues:

"We have lost confidence in the Board’s and the CEO’s ability to steward our assets effectively. The Company’s financial performance, and related decline in the Company’s stock price, provides clear support for our view. We will continue to work vigorously to address what we believe is a crisis of leadership at iPass. As a first step, we request a meeting with you by September 15, 2006 to discuss the following matters:1. Board representation by Shamrock and/or shareholder representatives2. Immediately thereafter, the commencement of a search for a new CEO3. Implementation of a more aggressive cost reduction program4. Return of approximately $60-$70mm to shareholders through either a stock repurchase or extraordinary dividend"

A Copy of the Letter:

Dear John:

iPass has reached a critical juncture and immediate action is necessary to stem further erosion of shareholder value. New leadership must be brought to the Board of Directors that is engaged and will proactively guide iPass. An immediate search must be undertaken to secure a new CEO that can optimize the leadership position of the Company. A more meaningful cost reduction program, focusing on sales force efficiency and productivity, should be promptly implemented. Further, because this Board and management have not demonstrated that they can prudently allocate the Company’s capital resources, a substantial portion of the excess cash balances should be distributed to shareholders immediately.

When the Shamrock Activist Value Fund first invested in iPass in 2005, we were attracted by the Company’s impressive enterprise customer base, market leading products and superior services. Additionally, the Company’s financial characteristics were favorable with high gross margins and virtually every expense item variable and controllable. During this period in which we have increased our ownership position to more than 14% of the Company, we have witnessed a Board unwilling to take the actions necessary to protect and grow shareholder value and a CEO unable to manage effectively the income statement and capital allocation decisions.

In a letter to the Company’s CEO more than three months ago, we outlined our concerns in four critical areas: corporate performance, capital allocation, compensation and governance. Subsequently, we met on June 16, 2006 with you, Peter Bodine and management to discuss these matters more fully. Our presentation materials from that meeting are attached to this letter. The Company’s response has failed to address these issues and continuing poor financial performance further demonstrates that our concerns were justified. The Company’s recently released second quarter results and management’s commentary on the future outlook are indeed troubling. The focus on revenue growth through 2008 ignores profitability and threatens to further misalign management’s incentives with shareholder interests. This is unacceptable.

This leads us to question the competency and sense of urgency of your senior management team as well as the level of oversight by this Board. Six months after the acquisition of GoRemote, we see no evidence to support management’s promise that the acquisition would be accretive in Q2 2006, nor information that would justify the purchase price of approximately $90mm (including costs). The apparent failure of your management team to effectively integrate GoRemote has reduced the once profitable iPass business to break-even. This represents both a flawed execution strategy and a gross overpayment for the GoRemote business. Meanwhile, management attempts to camouflage its failures by now promising future cost savings in 2007. With this CEO’s track record of repeatedly failing to deliver on his promises, we are understandably skeptical. Rather than sharing our skepticism, this Board’s only response appears to be to give this CEO yet another chance at the expense of the shareholders.

This Board and management team has taken a Company that one year ago generated $30mm of free cash flow and had a cash balance of $180mm to a business producing negative free cash flow and a cash balance of $107mm. To achieve acceptable returns on capital, the Company must better align its cost structure to its gross margin; the $5mm cost savings target does not ensure acceptable levels of profitability and is indicative of a reactive management approach that will continue to erode shareholder value. A Board that is properly serving the interests of stockholders should not continue to sit idly by as this CEO mismanages the cost-side of the business.

The following facts highlight the crisis at iPass and the need for immediate action:

• iPass stock price performance over the last three years, having declined by 82%, ranks as nearly the worst among companies in the Russell 2000 (#1990 of 2000)

• Return-on-invested capital has declined from 14% in 2003 to negative today

• Operating margins have declined from 19% in 2003 to negative today

• The acquisition of GoRemote for $90 million without an apparent integration plan or adequate valuation analysis

• Financial targets extending to FY 2008 without profitability objectives

You and your Board colleagues – Arthur Patterson, Peter Bodine, Gary Ames, and Allen Spies et al – appear to be disengaged and unwilling to demonstrate the courage to hold management accountable. The current CEO has been in place for five years and cannot continue to avoid responsibility for the substantial decline in shareholder value. Your failure to properly exercise your fiduciary duties has protected the CEO at considerable cost to the iPass shareholders. Your responses to our concerns at our June meeting were unsatisfactory. With this Board’s attitude, the future for iPass will only become more difficult, corporate performance will continue to stagnate and shareholder value will continue to erode.

We have lost confidence in the Board’s and the CEO’s ability to steward our assets effectively. The Company’s financial performance, and related decline in the Company’s stock price, provides clear support for our view.

We will continue to work vigorously to address what we believe is a crisis of leadership at iPass. As a first step, we request a meeting with you by September 15, 2006 to discuss the following matters:

1. Board representation by Shamrock and/or shareholder representatives

2. Immediately thereafter, the commencement of a search for a new CEO

3. Implementation of a more aggressive cost reduction program

4. Return of approximately $60-$70mm to shareholders through either a stock repurchase or extraordinary dividend

The Company has an enviable customer list, products and services. We believe an entrepreneurial, focused, and cost-conscious management, with proper oversight by an engaged, proactive Board, can return iPass to profitability. An appropriate strategic plan, led by capable senior management, should result in top-line growth while achieving operating income margins in the mid-teens.

We are looking to you and your Board colleagues to take the actions described above, otherwise shareholder interests will continue to be poorly served and the Company will face the consequences of further shareholder unrest.

I look forward to your earliest response.
Sincerely,

Stanley P. Gold
Michael J. McConnell