Asure Software Inc.
ASURE SOFTWARE INC (Form: 8-K/A, Received: 12/16/2011 17:18:16)


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K/A
 

 
CURRENT REPORT
 
Pursuant to Section 13 or
15(d) of the
Securities Exchange Act of 1934
 
Date of Report: October 1, 2011
(Date of earliest event reported)
 
 
Asure Software, Inc.
 (Exact name of registrant as specified in its charter)

Texas
 
0-20008
 
74-2415696
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification Number)
         
 
110 Wild Basin Rd
 
78746
(Address of principal executive offices)
 
(Zip Code)
 
 
512-437-2700
(Registrant’s telephone number, including area code)
 
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 9.01                                              Financial Statements and Exhibits.

 
On October 1, 2011, the Asure Software, Inc. (“Asure”) through ADI Software, LLC, a wholly owned subsidiary of the Company (“Purchaser”), purchased substantially all of the assets and assumed certain liabilities of ADI Time, LLC (“Seller”) relating to its time and attendance software and management services business, pursuant to an Asset Purchase Agreement (“APA”) by and among the Company, Purchaser and Seller. This amendment is filed by Asure to provide certain required financial information pursuant to Item 9.01 of Form 8-K.
 
           
 
(a)
 
Financial statements of businesses acquired—included herein are:
           
    (1)  
Exhibit 99.1 - Audited Financial Statements for ADI Time, LLC as of December 31, 2009 and 2010 for the years then ended and the accompanying report of independent auditors; and
           
    (2)  
Exhibit 99.2 - Unaudited Financial Statements for ADI Time, LLC for the nine months ended September 30, 2011 and 2010.
           
 
(b)
 
Pro forma financial information—Included herein as Exhibit 99.3 are the unaudited pro forma condensed combined Balance Sheet as of September 30, 2011 and the pro forma condensed combined Statements of Operations for the twelve months ended December 31, 2010 and nine months ended September, 2011.
           
 
(d)
 
Exhibits.
 

Exhibit No.
 
Description
23.1
 
     
99.1
 
     
99.2
 
     
99.3
 
 
 
 
 

 
 
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.

 
ASURE SOFTWARE, INC.
   
Date: December  16, 2011
By:
/s/David Scoglio
 
   
David Scoglio
   
Chief Financial Officer
 
 
 
 
 

 
 
EXHIBIT INDEX  

Exhibit No.
 
Description
23.1
 
     
99.1
 
     
99.2
 
     
99.3
 
 
 
 
 


 

 
EXHIBIT 23.1
 
 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
 
We have issued our report dated March 11, 2011, accompanying the consolidated financial statements of ADI Time, LLC for the year ended December 31, 2010 included in the Current Report of Asure Software, Inc. on Form 8-K dated December 16, 2011. We hereby consent to the incorporation by reference of said report in the Registration Statements of Asure Software, Inc. on Form S-8 (File Nos. 333-77733, 333-44533, 333-48885, 333-28499, 333-51822, 333-64212, 333-65472, 333-65464, 333-95754, and 333-65478).
 
 
 
/s/Ward Fisher & Company LLP
Warwick, RI
 
December 16, 2011
 EXHIBIT 99.1
 
Independent Auditors’ Report
 
To the Members
ADI Time, LLC
Warwick, Rhode Island
 
We have audited the accompanying balance sheets of ADI Time, LLC as of December 31, 2010 and 2009, and the related statements of income and members' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the accompanying financial statements referred to above in the first paragraph present fairly, in all material respects, the financial position of ADI Time, LLC as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were made for the purpose of forming an opinion on the basic financial statements as a whole. The supplementary information presented on page 9 is for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as a whole.
 
 
Ward Fisher & Company
March 15, 2011

 
1

 

ADI Time, LLC
Balance Sheet
December 31, 2010 and 2009
 
  
 
2010
   
2009
 
ASSETS                
  Current Assets                
  Cash and cash equivalents (Notes 1 and 6)
 
$
397,680
   
$
587,984
 
  Accounts receivable trade (net of allowance for uncollectible accounts of $48,000 and $41,000, respectively) (Note 1)        
   
573,559
     
488,873
 
  Inventory (Note 1)
   
65,641
     
66,089
 
  Prepaid expenses
   
10,564
     
7,732
 
Total current assets
   
1,047,444
     
1,150,678
 
  Property and equipment, net
   
203,702
     
4,170
 
  Total Assets
 
$
1,251,146
   
$
1,154,848
 
                 
LIABILITIES AND MEMBERS’ EQUITY
               
  Current Liabilities:
               
 Accounts payable
 
$
134,303
   
$
120,316
 
 Accrued payroll
   
-
     
26,617
 
401 (k) payable
   
26,939
     
-
 
Unearned service contract income (Note 1)
   
746,584
     
750,411
 
Unearned installation and training income (Note 1)
   
121,775
     
28,310
 
Accrued expense
   
296
     
1,466
 
Total current liabilities
   
1,029,897
     
927,120
 
                 
   Members’ Equity
   
221,249
     
227,728
 
TOTAL LIABLILITIES AND MEMBERS’ EQUITY
 
$
1,251,146
   
$
1,154,848
 
 
See accompanying notes to financial statements.

 
2

 
 
ADI Time, LLC
Statements of Income and Members' Equity
For the Years Ended December 31, 2010 and 2009
 
   
2010
   
2009
 
Revenue
           
Software
  $ 2,118,946     $ 1,728,848  
Services, support and maintenance
    1,254,328       1,543,665  
Hardware, peripherals and supplies
    951,395       818,955  
Total revenue
    4,324,669       4,091,468  
Cost of Sales
               
Inventory - beginning
    66,089       73,772  
Hardware purchases
    638,425       524,765  
Software purchases and maintenance
    445,623       569,549  
Web hosting
    139,443       139,430  
Badge purchases
    17,445       7,333  
Training & installation
    54,896       31,382  
Programming salaries
    470,359       594,874  
Customer service salaries
    475,573       526,784  
Payroll taxes
    82,296       93,267  
Cost of goods available for sale
    2,390,149       2,561,156  
Inventory — ending
    (65,641 )     (66,089 )
Total cost of sales
    2,324,508       2,495,067  
Gross Profit
    2,000,161       1,596,401  
Operating expenses (Page 9)
    1,894,234       1,396,429  
Income from Operations
    105,927       199,972  
Other Income (Expense)
               
Bad debt expense
    (45,536 )     (8,410 )
Interest income
    3,130       4,467  
Loss on sale of asset
            (7,731 )
Total other expense
    (42,406 )     (11,674 )
Net Income
    63,521       188,298  
Members' equity — beginning
    227,728       269,430  
Distributions to members
    (70,000 )     (230,000 )
MEMBERS' EQUITY - ENDING
  $ 221,249     $ 227,728  
 
See accompanying notes to financial statements.
 
 
3

 

ADI Time, LLC
Statements of Cash Flows
For the Years Ended December 31, 2010 and 2009
 
 
   
2010
   
2009
 
Cash Flows from Operating Activities
           
Net income
  $ 63,521     $ 188,298  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation and amortization
    43,516       59,523  
Loss on sale of fixed assets
    -       7,731  
(Increase) decrease in:
               
Net accounts receivable trade
    (84,686 )     90,967  
Inventory
    448       7,683  
Prepaid expense
    (2,832 )     (512 )
Increase (decrease) in:
               
Accounts payable
    13,987       (22,963 )
Accrued payroll
    (26,617 )     23,979  
401 (k) payable
    26,939       (19,866 )
Unearned service contract income
    (3,827 )     (16,460 )
Unearned installation and training income
    93,465       15,935  
Accrued expenses
    (1,170 )     (769 )
Total adjustments
    59,223       145,248  
Net cash provided by operating activities
    122,744       333,546  
Cash Flows used by Investing Activities
               
Proceeds from sale of assets
    -       3,000  
Purchase of property and equipment
    (243,048 )     (34,949 )
Net cash used by investing activities
    (243,048 )     (31,949 )
Cash Flows from Financing Activities
               
Distributions to members
    (70,000 )     (230,000 )
Net Increase (Decrease) in Cash and Cash Equivalents
    (190,304 )     71,597  
Cash and cash equivalents at beginning of year
    587,984       516,387  
                 
CASH AND CASH EQUIVALENTS AT END OF YEAR
  $ 397,680     $ 587,984  
 
See accompanying notes to financial statements

 
4

 


ADI Time, LLC
 
Notes to Financial Statements
December 31, 2010 and 2009
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
This summary of significant accounting policies of ADI Time, LLC is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
 
As a limited liability company, the members' liability is limited to their investment.
 
Nature of Activities
 
ADI Time, LLC designs and develops integrated software and hardware systems for the time and attendance market. ADI Time, LLC develops and sells software, hardware, support and related products through various distribution channels worldwide.
 
Use of Estimates
 
The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, income, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
 
Cash and Cash Equivalents
 
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
 
Accounts   Receivable
 
The Company provides an allowance for losses on trade receivables based on a review of the current status of existing receivables and management's evaluation of periodic aging of accounts. Accounts receivable considered uncollectible are charged against the allowance account in the year they are deemed uncollectible. The allowance account is adjusted at year end to reflect the percentage of sales considered uncollectible. At December 31, 2010 and 2009, the allowance for losses was $48,000 and $41,000, respectively. At December 31, 2010 and 2009, accounts receivable of approximately $75,000 and $120,000, respectively, were outstanding for greater than 90 days.
 
Inventories
 
Inventories are stated at the lower of cost (first-in, first-out) or market.
 
 
5

 
 
Property and Equipment
 
Property and equipment are stated at cost. Depreciation for both financial accounting and income tax purposes is computed using combinations of the straight-line and accelerated methods over the estimated lives of the respective assets, which approximate depreciation and amortization calculated in accordance with generally accepted accounting principles. Maintenance and repairs are charged to expense when incurred. When capital assets are retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts and any gain or loss is credited or charged to income. The estimated useful lives of capital assets are as follows:
 
Furniture and fixtures
5 years
Computer
5 years
Windows software
5 years
Other packaged software
3 years
Software Version 10
3 years
Website
3 years
 
Software Development Costs
 
Software development costs represent production costs incurred and capitalized subsequent to the establishment of technological feasibility in accordance with the "Software Cost of Sales and Services" topic of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). These costs are amortized on the straight-line method over the estimated useful lives of the products, generally three to five years.
 
Revenue Recognition
 
Revenue is recognized in accordance with the provisions of the "Software Revenue Recognition" topic of FASB ASC.
 
The Company recognizes income from software sales when the sale has been completed. This includes a written authorization for the order, confirmed shipment of the software and hardware, and the company's assessment that the order will be paid for. Any components of the order that have not been completed are recorded as unearned income until complete.
 
The Company sells software and hardware maintenance contracts that are normally for a one year period. These contracts are recorded as unearned income when written and the income is recognized on a monthly basis as the contracts age.
 
Advertising Costs
 
All advertising and promotional costs are expensed as incurred. The Company incurred advertising expense of approximately $48,816 and $60,982 for the years ended December 31, 2010 and 2009, respectively.
 
 
6

 
 
Income Taxes
 
The Company has elected to be taxed as a partnership. This method passes all items of income and expense through to the members of the LLC. The entity is not liable for taxes as an LLC.he Company has adopted the new "Accounting for Uncertainty in Income Taxes", a topic of FASB ASC, which prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. At December 31, 2010, management believes no such provisions for uncertain tax position are necessary.
 
Subsequent Events
 
The Company did not have any subsequent events through March 15, 2011, which is the date the financial statements were available to be issued for events requiring recording or disclosure in the financial statements for the year ended December 31, 2010.
 
2.   LINE-OF-CREDIT
 
The Company has available a maximum line of credit of $300,000, established with Bank of America, providing short-term borrowing at an interest rate of three percent over the BBA LIBOR Adjusted Periodically Rate. The note is secured by substantially all corporate assets. There was no balance due on this line at December 31, 2010. The line is due on demand.
 
The Company had available a maximum line of credit of $500,000, established with Bank of America, providing short-term borrowing at and interest rate of one/half percent over the prime rate of the bank. The line matured in 2010. There was no balance due at the time of maturity.
 
3.   LEASE COMMITMENTS
 
The Company leases office facilities in Warwick, RI of approximately 5,200 sq. ft. The lease commenced November 1, 2010 and is for a term of five years with a one time five year renewal option. The lease calls for annual lease payments of varying amounts. The Company had previously leased office space in East Providence, RI, under a lease that expired on December 31, 2010. Rent expense for the years ended December 31, 2010 and 2009 were $104,557 and $63,674, respectively.
 
Minimum Rental Payments
 
2011
  $ 102,883  
2012
    113,518  
2013
    114,821  
2014
    116,123  
2015
    97,674  

 
4.   PENSION AND PROFIT-SHARING PLANS
 
The Company sponsors a defined contribution pension plan (401k plan) and profit sharing plan covering substantially all employees meeting minimum eligibility requirements. The pension contribution is determined using a specified formula applied to each eligible employee's compensation; whereas, the profit sharing contribution is determined solely at management's discretion. The Company's 401k contribution for the years ended December 31, 2010 and 2009 was $68,862 and $65,716, respectively. Profit sharing contribution for the years ended December 31, 2010 and 2009 was $0. The participants become 50% vested in the employer's contributions after two years of service and fully vested in the employers' contribution after 3 years of service. The employer may terminate the pension and profit sharing plans at any time. The Company funds pension costs as accrued.
 
 
7

 
 
5.   RESEARCH AND DEVELOPMENT
 
The Company owns the software referred to as the "Windows Software". Development of this software was performed by third parties. This software was amortized over five years. Amortization charged to expenses was $0 for the years ended December 31, 2010 and 2009. Accumulated amortization at December 31, 2010 and 2009 was $257,400 and $257,400, respectively.
 
The Company owns the software referred to as "Version 10". Development of this software was performed jointly by employees and third parties. This software was amortized over three years. Amortization charged to expense was $0 and $19,521 in the years ended December 31, 2010 and 2009, respectively. Accumulated amortization at December 31, 2010 and 2009 was $234,249 and $234,249, respectively.
 
6.   SIGNIFICANT CONCENTRATIONS OF CREDIT RISK
 
The Company maintains its cash accounts in two commercial banks whose cash balances are insured by FDIC up to $250,000 per depositor. Total uninsured cash amounted to approximately $31,500 and $142,000 at December 31st, 2010 and 2009, respectively.
 
7.   FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable. The recorded value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature.

 
8

 
 
ADI Time, LLC
 
Schedules of Operating Expenses
For the Years Ended December 31, 2010 and 2009
 

   
2010
   
2009
 
Operating Expenses
           
Research and development
  $ 184,664     $ -  
Selling expenses
               
Salaries
    397,293       282,357  
Consulting
    17,500       -  
Payroll taxes
    35,106       21,870  
Health insurance
    43,824       44,905  
Advertising expense
    48,816       60,982  
Training seminars
    9,133       18,281  
Travel and entertainment
    12,647       17,225  
Total selling expenses
    564,319       445,620  
General and administrative expenses
               
Officer's salaries
    112,500       150,000  
Administrative salaries
    216,109       178,610  
Consulting
    170,000       -  
Payroll taxes
    28,630       27,085  
Employee benefits
    188,040       213,678  
401(k) contribution
    68,862       65,716  
Employee recruitment
    1,267       918  
Depreciation and amortization
    43,516       59,523  
Rent
    104,557       63,674  
Utilities
    18,421       18,615  
Telephone
    44,114       49,607  
Auto expense
    13,935       12,078  
Bank charges
    19,956       17,669  
Miscellaneous
    2,761       1,051  
Contributions
    925       -  
Dues and subscriptions
    1,734       3,078  
Insurance
    24,989       23,533  
Internet expenses
    406       5,867  
Office expense
    40,427       32,043  
Postage
    2,193       2,833  
Professional fees
    34,906       18,993  
Repair and maintenance
    3,299       4,098  
Taxes other
    1,972       1,938  
Training and seminar
    1,732       202  
Total general and administrative expense
    1,145,251       950,809  
TOTAL OPERATING EXPENSES
  $ 1,894,234     $ 1,396,429  
 
EXHIBIT 99.2
 
ADI Time, LLC
Unaudited Balance Sheet
September 30, 2011 and December 31, 2010
 
  
 
2011
   
2010
 
ASSETS                
 Current Assets:                
  Cash and cash equivalents
 
$
342,812
   
$
397,680
 
  Accounts receivable trade       
   
525,900
     
621,559
 
  Allowance
   
(60,834)
     
(48,000)
 
  Inventory
   
19,494
     
65,641
 
  Prepaid expenses
   
13,706
     
10,564
 
Total Current Assets
   
841,078
     
1,047,444
 
  Property and equipment, net
   
270,729
     
203,702
 
  Total Assets
 
$
1,111,807
   
$
1,251,146
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
  Current Liabilities:
               
 Accounts payable
 
$
77,676
   
$
134,303
 
 Accrued payroll
   
-
     
-
 
401 (k) payable
   
-
     
26,939
 
Unearned service contract income
   
736,556
     
746,584
 
Unearned installation and training income
   
28,853
     
121,775
 
Accrued expense
   
1,331
     
296
 
Total Current Liabilities
   
844,416
     
1,029,897
 
                 
  Members’ Equity
   
267,391
     
221,249
 
Total Liabilities and Members’ Equity
 
$
1,111,807
   
$
1,251,146
 
 
See accompanying notes to financial statements.

 
1

 
 
ADI Time, LLC
Unaudited Statements of Income
For the Nine months Ended September 30, 2011 and 2010
 
   
2011
   
2010
 
Revenue
           
Revenues
  $ 3,384,764     $ 3,132,979  
Total revenue
    3,384,764       3,132,979  
Cost of Sales
               
Cost of sales
    1,858,674       1,678,078  
Total cost of sales
    1,858,674       1,678,078  
Gross Profit
    1,526,090       1,454,901  
Operating expenses
    1,415,668       1,273,220  
Income from Operations
    110,422       181,681  
Other Income (Expense)
               
Depreciation and Amortization
    88,736       42,001  
Interest
    42       -  
Other (income)/expense
    (23,749 )     (698 )
Total other expense
    65,029       41,303  
Net Income
    45,393       140,378  
 
See accompanying notes to financial statements.

 
2

 
 
ADI Time, LLC
Unaudited Statements of Cash Flows
For the Nine months Ended September 30, 2011 and 2010
 
   
2011
   
2010
 
Cash Flows from Operating Activities
           
Net income
  $ 45,393     $ 140,378  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation and amortization
    88,735       42,001  
Loss on sale of fixed assets
    -          
(Increase) decrease in:
               
Net accounts receivable trade
    108,493       166,387  
Inventory
    46,147       (7,701 )
Prepaid expense
    (3,142 )     -  
Increase (decrease) in:
               
Accounts payable
    (56,627 )     (80,425 )
Accrued payroll
    -       -  
401 (k) payable
    -       -  
Deferred Revenue
    (102,201 )     (70,755 )
Accrued expenses
    (25,904 )     130  
                 
Net cash provided by operating activities
    100,894       190,015  
Cash Flows used by Investing Activities
               
Proceeds from sale of assets
    -          
Purchase of property and equipment
    (155,762 )     (62,058 )
Net cash used by investing activities
    (155,762 )     (62,058 )
Cash Flows from Financing Activities
               
Distributions to members
    -       -  
                 
Net Increase (Decrease) in Cash and Cash Equivalents
    (54,868 )     127,957  
Cash and cash equivalents at beginning of period
    397,680       587,984  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 342,812     $ 715,941  
 
 
See accompanying notes to financial statements
 
 
3

 
 
Notes to Unaudited Consolidated Financial Statements
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
This summary of significant accounting policies of ADI Time, LLC is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
 
As a limited liability company, the members' liability is limited to their investment  
 
In the opinion of management, these interim financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation of the financial position of ADI Time, LLC as of September 30, 2011 and 2010 and the results of operations and cash flows for the nine months ended September 30, 2011 and  2010. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2010.
 
General
 
AD1 Time, LLC designs and develops integrated software and hardware systems for the time and attendance market. ADI Time, LLC develops and sells software, hardware, support and related products through various distribution channels worldwide. ADI Time's suite of on-site and software-as-a-service (SaaS) time & attendance solutions helps companies improve the supervision of their workforces, provide better visibility into labor costs, and achieve greater operational efficiencies
 
Use of Estimates
 
The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, income, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
 
Cash and Cash Equivalents
 
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
 
 
4

 
 
Accounts   Receivable
 
The Company provides an allowance for losses on trade receivables based on a review of the current status of existing receivables and management's evaluation of periodic aging of accounts. Accounts receivable considered uncollectible are charged against the allowance account in the year they are deemed uncollectible. The allowance account is adjusted at year end to reflect the percentage of sales considered uncollectible. At December 31, 2010 and September 30, 2011, the allowance for losses was $48,000 and $60,834, respectively. At December 31, 2010 and September 30, 2011, accounts receivable of approximately $75,000 and $40,201, respectively, were outstanding for greater than 90 days.
 
Inventories
 
Inventories are stated at the lower of cost (first-in, first-out) or market.

 
Property and Equipment
 
Property and equipment are stated at cost. Depreciation for both financial accounting and income tax purposes is computed using combinations of the straight-line and accelerated methods over the estimated lives of the respective assets, which approximate depreciation and amortization calculated in accordance with generally accepted accounting principles. Maintenance and repairs are charged to expense when incurred. When capital assets are retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts and any gain or loss is credited or charged to income. The estimated useful lives of capital assets are as follows:
 
Furniture and fixtures
5 years
Computer
5 years
Windows software
5 years
Other packaged software
3 years
Software Version 10
3 years
Website
3 years

 
 
Software Development Costs
 
Software development costs represent production costs incurred and capitalized subsequent to the establishment of technological feasibility in accordance with the "Software Cost of Sales and Services" topic of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC 985-705). These costs are amortized on the straight-line method over the estimated useful lives of the products, generally three to five years.
 
Revenue Recognition
 
Revenue is recognized in accordance with the provisions of the "Software Revenue Recognition" topic of  ASC 985-605.
 
The Company recognizes income from software sales when the sale has been completed. This includes a written authorization for the order, confirmed shipment of the software and hardware, and the company's assessment that the order will be paid for. Any components of the order that have not been completed are recorded as unearned income until complete.
 
The Company sells software and hardware maintenance contracts that are normally for a one year period. These contracts are recorded as unearned income when written and the income is recognized on a monthly basis as the contracts age.
 
 
5

 
 
Advertising Costs
 
All advertising and promotional costs are expensed as incurred. The Company incurred advertising expense of approximately $19,439 and $8,120 for the nine months ended September 30, 2010 and 2011, respectively.
 
Income Taxes
 
The Company has elected to be taxed as a partnership. This method passes all items of income and expense through to the members of the LLC. The entity is not liable for taxes as an LLC.
 
The Company has adopted the new "Accounting for Uncertainty in Income Taxes", a topic of ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. At December 31, 2010, management believes no such provisions for uncertain tax position are necessary.
 
Subsequent Events
 
The Company did not have any subsequent events through March 15, 2011, which is the date the financial statements were available to be issued for events requiring recording or disclosure in the financial statements for the year ended December 31, 2010.
 
2.   LINE-OF-CREDIT
 
The Company has available a maximum line of credit of $300,000, established with Bank of America, providing short-term borrowing at an interest rate of three percent over the BBA LIBOR Adjusted Periodically Rate. The note is secured by substantially all corporate assets. There was no balance due on this line at December 31, 2010. The line is due on demand.
 
The Company had available a maximum line of credit of $500,000, established with Bank of America, providing short-term borrowing at and interest rate of one/half percent over the prime rate of the bank. The line matured in 2010. There was no balance due at the time of maturity.
 
3.   LEASE COMMITMENTS
 
The Company leases office facilities in Warwick, RI of approximately 5,200 sq. ft. The lease commenced November 1, 2010 and is for a term of five years with a onetime five year renewal option. The lease calls for annual lease payments of varying amounts. The Company had previously leased office space in East Providence, RI, under a lease that expired on December 31, 2010. Rent expense for nine months ended September 30, 2010 and 2011 were $68,036 and $53,727, respectively.
 
2011
  $ 102,883  
2012
    113,518  
2013
    114,821  
2014
    116,123  
2015
    97,674  
 
 
6

 
 
4.   PENSION AND PROFIT-SHARING PLANS
 
The Company sponsors a defined contribution pension plan (401k plan) and profit sharing plan covering substantially all employees meeting minimum eligibility requirements. The pension contribution is determined using a specified formula applied to each eligible employee's compensation; whereas, the profit sharing contribution is determined solely at management's discretion. The Company's 401k contribution for the year ended December 31, 2010 and nine months ended September 30, 2011 was $68,862 and $54,809, respectively. Profit sharing contribution for the years ended December 31, 2010 and nine months ended September 30, 2011 was $0. The participants become 50% vested in the employer's contributions after two years of service and fully vested in the employers' contribution after 3 years of service. The employer may terminate the pension and profit sharing plans at any time. The Company funds pension costs as accrued.
 
5.   SIGNIFICANT CONCENTRATIONS OF CREDIT RISK
 
The Company maintains its cash accounts in two commercial banks whose cash balances are insured by FDIC up to $250,000 per depositor. Total uninsured cash amounted to approximately $31,500 and $64,640 at December 31st, 2010 and September 30, 2011, respectively.
 
6.   FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company's financial instruments are cash and cash equivalents, accounts receivable, and accounts payable. The recorded value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short-term nature.


7.  DEBT

During the quarter ended September 30, 2011, the Company entered into the following debt arrangements for the primary purpose of acquiring substantially all the assets of ADI Time, LLC (see Note 11- Subsequent Events).
 
Credit Agreement

On September 29, 2011, Asure Software, Inc. (the “Company”) entered into a Credit Agreement with JPMorgan Chase Bank N.A. (“Bank”), providing for a $500 line of credit (the “Credit Agreement”). The line of credit will bear interest at a rate of 1.5% above the CB Floating Rate.  The CB Floating rate is defined as the Bank’s prime rate, as announced from time to time, provided that the CB Floating Rate may not be less than the adjusted one month LIBOR rate. The aggregate principal amount of advances outstanding at any one time under the line of credit may not exceed 80% of eligible trade accounts and accounts receivable or the maximum principal amount then available, whichever is less.

The Company’s obligations to the Bank are guaranteed by ADI Software, LLC, a wholly owned subsidiary of the Company, and secured by all of the assets of the Company and its subsidiaries.

The Credit Agreement contains customary affirmative and negative covenants, including but not limited to limitations with respect to debt, liens, sale of equity interests, mergers and acquisitions, sale of assets, and loans or advances to and investments in others. The Company is also required to maintain total cash and marketable securities of not less than $300, beginning on December 31, 2011; a debt service coverage ratio of not less than 1.2 to 1.0 for each period of four consecutive fiscal quarters beginning the twelve months ending December 31, 2011; and EBITDA of not less than $100 for each fiscal quarter beginning the quarter ending December 31, 2011.

Events of default under the Credit Agreement include, among others, (i) the failure to pay when due the obligations owing to the Bank, (ii) the failure to perform covenants set forth in the Credit Agreement (as described above), (iii) any materially incorrect or misleading representation, warranty or certificate to the Bank, (iv) any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank, (v) certain cross defaults and cross accelerations, (vi) the failure to perform under the guaranty, (vii) the occurrence of certain bankruptcy or insolvency events, (viii) judgments against the Company or its subsidiaries, and (ix) certain material adverse changes. In some cases, the events of default are subject to customary notice and grace period provisions.
 
 
7

 

 
On September 30, 2011, the Company borrowed $500 under the line of credit for working capital.
 
Securities Purchase Agreements

In order to finance the purchase of ADI Time, LLC, the Company needed to raise additional capital to finance such transaction.  Certain related parties of the Company expressed a willingness to provide capital to the Company by participating in the debt offerings on terms that compared favorably to those offered by third parties.  The Board of Directors of the Company established a temporary independent subcommittee of the Board for the purposes of: (i) negotiating the terms of any financing offered by the related party investors, (ii) managing the process by which any such financing from related party investors is obtained to ensure a fair process and (iii) ultimately making a recommendation to the full Board as to whether or not the Company should accept the capital from related party investors. Following the negotiation of the terms, the independent subcommittee notified the full Board of their belief that the negotiated terms of the financing from the related party investors are fair to the Company and its shareholders as a whole.  Based upon the recommendation of the independent subcommittee and the Board’s own analysis of the financing terms offered by third party investors, the Board approved the negotiated terms of the financing provided by the related party investors.

15% Subordinated Notes

On September 30, 2011, the Company entered into a Securities Purchase Agreement  (the “15% Note Purchase Agreement”) relating to the sale of $1,700 aggregate principal amount of the Company’s 15% subordinated notes (“15% Notes”) in a private placement to accredited investors. The 15% Note will pay interest on each of March 31, June 30, September 30 and December 31, beginning on December 31, 2011, at a rate of 15% per year. The 15% Notes will mature on September 30, 2014. The 15% Notes are secured by all of the assets of the Company and are subordinated to the Company’s obligations to the Bank. The 15% Notes also contain customary terms of default.

Patrick Goepel, the Company’s Chief Executive Officer purchased $500,000 of the 15% Notes.  Pinnacle Fund, LLLP purchased $300,000 of the 15% Notes.  David Sandberg, the Company’s Chairman, is the controlling member of Red Oak Partners, LLC, which owns 50% of Pinnacle Partners, LLC, which is the general partner of the Pinnacle Fund, LLLP.  Red Oak Partners, LLC is also the manager of the Pinnacle Fund, LLLP.  

The Company received $1,450 of the $1,700 on September 30, 2011 and the remainder on October 31, 2011.

9% Subordinated Convertible Notes

On September 30, 2011, the Company entered into a Securities Purchase Agreement  (the “9% Note Purchase Agreement”) relating to the sale of $1,500 aggregate principal amount of the Company’s 9% subordinated convertible notes (“9% Notes”) in a private placement to accredited investors. The 9% Notes will pay interest on each of March 31, June 30, September 30 and December 31, beginning on December 31, 2011, at a rate of 9% per year. The 9% Note will mature on September 30, 2014. The 9% Note is secured by all of the assets of the Company and is subordinated to the Company’s obligations to the Bank and the 15% Notes.

Beginning 12 months from the date of issuance, the holder may convert the 9% Notes into shares of the Company’s common stock at a conversion price of $5.00 per share.  The conversion price will be adjusted for certain events, such as stock dividends and stock splits. Additionally, if the Company subsequently issues common stock at a price below the then current conversion price, the conversion price will be reset to the greater of $3.27 per share (the closing price of the Company’s Common Stock on September 30, 2011) or such lower price. In the event that a holder of a 9% Note elects to convert the 9% Note into equity, and the Company determines that such conversion would jeopardize the Company’s tax benefits under Section 382 of the Internal Revenue Code, the Company may elect to prepay any or all of such 9% Notes prior to conversion, subject to certain limitations at a purchase price equal to the product of the number of shares into which the 9% Note is convertible and the volume weighted average closing price during the 20 day trading period beginning on the 10th day before the conversion notice is received by the Company multiplied by the Premium Rate.  The Premium Rate is 1.1 if a holder notifies the Company of an intention to convert their 9% Note into equity prior to the date that is 90 days before the maturity date and 1.5 if such notification is made within 90 days of the maturity date. The 9% Notes also contain customary terms of default

The 9% Note Purchase Agreement provides that, if the Company issues common stock below $3.25 per share, each holder of the 9% Notes outstanding at that time will have the right to purchase its pro rata portion of such stock issuance.

These convertible notes contain embedded derivative instruments related to the conversion feature that is accounted for separately.   The derivative instruments entered into to finance the ADI acquisition.   The fair values of these instruments are re-measured each reporting period and a gain or loss is recorded for the change in fair value.  As these instruments were entered into on September 30, 2011, the change in fair value for the three and nine month periods ended September 30, 2011 was not material.

Mr. Goepel, the Company’s Chief Executive Officer, purchased $200 of the 9% Notes. Red Oak Fund, LP purchased $600 of the 9% Notes. Mr. Sandberg, the Company’s Chairman, is the controlling member of Red Oak Partner s, LLC, which manages the Red Oak Fund.

The Company received $1,400 of the $1,500 on September 30, 2011 and the remainder on October 31, 2011
 
 
8

 
 
EXHIBIT 99.3
 
 
 
ASURE SOFTWARE, INC..
 
INDEX TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
 

 
Page
Introduction to Unaudited Pro Forma Condensed Combined Financial Information
2
   
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2011 4
   
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31,2010
5
   
Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2011
6
   
Notes to Unaudited Pro Forma Condensed Combined Financial Information
7

 
 
1

 
 
INTRODUCTION TO ASURE SOFTWARE, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
(Amounts in thousands, except per share data)
 
 
On Oct. 1, 2011 Asure entered into an asset purchase agreement to acquire ADI Time, LLC (“ADI  Time”) for a $7 million purchase price, comprised of $6 million cash paid at closing and a $1 million, three-year seller's note (the “Acquisition”). Cash paid at closing consisted of $2 million cash from Asure's balance sheet, $0.3 million in cash acquired as part of the acquisition, and $3.7 million of new debt financing. In 2012, Asure estimates it will incur approximately $0.4 million in acquisition related interest expense. Asure expects total one-time costs incurred to be less than $0.4 million; largely incurred in the third and fourth quarters of 2011.
 
AD1 Time designs and develops integrated software and hardware systems for the time and attendance market. ADI Time develops and sells software, hardware, support and related products through various distribution channels worldwide. ADI Time's suite of on-site and software-as-a-service (SaaS) time & attendance solutions helps companies improve the supervision of their workforces, provide better visibility into labor costs, and achieve greater operational efficiencies
 
 
The business combination was accounted for under ASC 805, “Business Combinations.”  The application of purchase accounting under ASC 805 requires the total purchase price to be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date, with amounts exceeding fair value being recorded as goodwill.  The Company is currently in the process of assessing and finalizing the fair value of the assets acquired and the liabilities assumed.  The following table summarizes the preliminary estimated fair values of the assets and liabilities assumed (in thousands):
 
 
Assets Acquired
     
Cash
  $ 303  
Short-term investments
    -  
Accounts receivable
    465  
Inventory
    19  
Fixed assets
    244  
Other assets
    -  
Goodwill
    4,169  
Customer relationships (7 year useful life)
    1,918  
Purchased software (9 years useful life)
    725  
Trade names (1 year useful life)
    38  
Non-compete agreements (2 year useful life)
    33  
Total assets acquired
    7,914  
         
Liabilities assumed
       
Accounts payable
    (125 )
Accrued compensation and benefits
    -  
Accrued other liabilities
    (1 )
Deferred revenue
    (788 )
Total liabilities assumed
    (914 )
         
Net assets acquired
  $ 7,000  
 
 
2

 


The following unaudited pro forma condensed combined balance sheet assumes the acquisition occurred on September 31, 2011 and the unaudited pro forma condensed combined statements of operations and notes thereto, assume that the Acquisition occurred at the beginning of the periods presented.  The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the consolidated financial statements of Asure Software for the year ended December 31, 2010 filed on Form 10-K and ADI Time for the year ended December 31, 2010 included herein and the unaudited interim consolidated financial statements of Asure Software for the nine months ended September 30, 2011 filed on Form 10-Q and ADI Time for the nine months ended September 30, 2011 included herein. The unaudited pro forma condensed combined financial information includes unaudited pro forma adjustments that are factually supportable and directly attributable to the Acquisition. In addition, with respect to the unaudited pro forma condensed combined financial information, the unaudited pro forma adjustments are expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information was prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 – Business Combinations. Certain amounts in the ADI Time historical financial statements have been reclassified to conform to classifications used by Asure Software, Inc.

The unaudited pro forma condensed combined statements of operations do not include non-recurring transaction costs associated with the Acquisition that are no longer capitalized as part of the acquisition.
 
The following pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of (i) the results of operations and financial position that would have been achieved had the Acquisition taken place on the dates indicated or (ii) the future operations of the combined company. The following information should be relied on only for the limited purpose of presenting what the results of operations and financial position of the combined businesses of Asure Software and ADI Time might have looked like had the Acquisition taken place at an earlier date.
 

 
3

 
 
Unaudited Pro Forma Condensed Balance Sheet
 
(Amounts in thousands, except per share data)
 
   
Asure 09/30/11
   
ADI Time 09/30/11
   
Pro Forma Combined Adjustments
     
Pro Forma Combined
9/30/11
 
ASSETS
                         
 Current Assets:
                         
   Cash and cash equivalents
    6,082       343       (5,945 )
(a)
    480  
   Accounts receivable trade
    996       526                 1,522  
   Allowance
    (17 )     (61 )               (78 )
   Notes receivable
    120       -                 120  
   Inventory
    6       19                 25  
   Prepaid expenses and other current assets
    227       14       (14 )
(b)
    227  
Total Current Assets
    7,414       841       (5,959 )       2,296  
   Property and equipment, net
    221       271       (27 )
(c)
    465  
   Intangible assets, net
    2,258       -       2714  
(d)
    4,972  
   Goodwill
    -       -       4,169  
(e)
    4,169  
    Total Assets
    9,893       1,112       897         11,902  
                                   
LIABILITIES AND STOCKHOLDERS’EQUITY
                                 
   Current Liabilities:
                                 
Accounts payable
    686       78       47  
(f)
    811  
Line of Credit
    500                         500  
Accrued compensation and benefits
    72       -                 72  
Other accrued Liabilities
    399       1                 400  
Deferred Revenue
    2,522       766       22  
(g)
    3,310  
Total Current Liabilities
    4,179       845       69         5,093  
Long-term deferred revenue
    150       -                 150  
Subordinated notes (related parties $800)
    1,450       -       1,095  
(h)
    2,545  
 Subordinated convertible notes (related parties $800)
    1,400       -                 1,400  
Other long-term obligations
    4       -                 4  
   Total Liabilities
    7,183       845       1,164         9,192  
 Owner’s Equity
    2,710       267       (267 )
(i)
    2,710  
Total Liabilities and Stockholders’ Equity
    9,893       1,112       897         11,902  
 
(The accompanying notes are an integral part of the Pro Forma consolidated financial information)
 
 
4

 
 
Unaudited Pro Forma Condensed Statement of Operations
 
(Amounts in thousands, except per share data)
 
   
Asure Nine Months Ended
Dec -11
   
ADI Time Nine Months Ended
Dec -11
   
Pro Forma Combined
Adjustments
     
Pro Forma Combined Nine Months Ended 12/31/10
 
                           
Revenues
                         
Revenues
    10,033       4,325       -         14,358  
Total Revenues
    10,033       4,325                 14,358  
                                   
Cost of Sales
                                 
Cost of sales
    2,259       2,325       81  
(a)
    4,665  
Total Cost of Sales
    2,259       2,325       81         4,665  
                                   
Gross Margin
    7,774       2,000       (81 )       9,693  
                                   
Operating Expense
                                 
Selling, general and administrative expenses
    5,693       1,754       (77 )
(b)(d)
    7,370  
Research and development
    1,445       185                 1,630  
Loss on lease agreement
    1,203       -                 1,203  
Amortization of intangibles
    598       -       329  
(a)
    927  
Total Operating Expenses
    8,939       1,939       252         11,130  
                                   
Income (Loss) from Operations
    (1,165 )     61       (333 )       (1,437 )
                                   
Other Income and (Expenses)
                                 
Interest income
    5       3                 8  
Gain on Investments
    130       -                 130  
Foreign currency translation (loss) gain
    (54 )     -                 (54 )
Other income (expenses)
    (61 )     -       (396 )
(c)
    (457 )
Total Other Income and (Expense)
    20       3       (396 )       (373 )
                                   
Income (Loss) From Operations, Before Income Taxes
    (1,145 )     64       (729 )       (1,810 )
Benefit (provision) for income taxes
    8       -                 8  
Net Income (Loss)
  $ (1,137 )     64       (729 )     $ (1,802 )
                                   
Net income per common share:
                                 
Basic
  $ (0.37 )                     $ (0.58 )
Diluted
  $ (0.37 )                     $ (0.58 )
                                   
Weighted-average common shares outstanding:
                                 
Basic
    3,087                         3,087  
Diluted
    3,087                         3,087  
 
(The accompanying notes are an integral part of the Pro Forma consolidated financial information)
 
 
5

 
 
Unaudited Pro Forma Condensed Statement of Operations
 
(Amounts in thousands, except per share data)
 
   
Asure Nine Months Ended 09/30/11
   
ADI Time Nine Months Ended 09/30/11
   
Pro Forma Combined Adjustments
     
Pro Forma Combined Nine Months Ended 9/30/11
 
Revenues
                         
Revenues
    7,293       3,385               10,678  
Total Revenues
    7,293       3,385               10,678  
                                 
Cost of Sales
                               
Cost of sales
    1,363       1,859       60  
(a)
    3,282  
Total Cost of Sales
    1,363       1,859       60         3,282  
                                   
Gross Margin
    5,930       1,526       (60 )       7,396  
                                   
Operating Expense
                                 
Selling, general and administrative expenses
    4,340       1,267       4  
(d)
    5,611  
Research and development
    1,150       175                 1,325  
Amortization of Intangibles
    449       40       218  
(a)
    707  
Total Operating Expenses
    5,939       1,482       222         7,643  
                                   
(Loss) Income from Operations
    (9 )     44       (282 )       (247 )
                                   
Other Income and (Expenses)
                                 
Interest income
    8       1                 9  
Foreign currency translation gain (loss)
    47       -                 47  
Other income (expenses)
    (20 )             (293 )
(c)
    (313 )
Total Other Income and (Expense)
    35       1       (293 )       (257 )
                                   
(Loss) Income From Operations, Before Income Taxes
    26       45       (575 )       (504 )
Benefits (provision) for income taxes
    (30 )     -                 (30 )
Net (Loss) Income
  $ (4 )     45       (575 )     $ (534 )
                                   
Net (Loss) income per common share:
                                 
Basic
  $ (0.00 )                     $ (0.17 )
Diluted
  $ (0.00 )                     $ (0.17 )
                                   
Weighted-average common shares outstanding:
                                 
Basic
    3,085                         3,085  
Diluted
    3,085                         3,085  
 
(The accompanying notes are an integral part of the Pro Forma consolidated financial information)
 
 
 
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ASURE SOFTWARE, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF INCOME FOR TWELVE MONTHS ENDED 12/31/10
AND NINE MONTHS ENDED 09/30/11
(Amounts in thousands, except per share data)
 

 

Notes to Pro Forma Balance Sheet:
(a)      Cash used in acquisition of $5,905 and $40 retained by seller
(b)      Adjustment for prepaid insurance policies retained by seller
(c)      Adjustment in estimated value of property and equipment
(d)      Estimated value of intangible assets acquired in acquisition
(e)      Estimated value of goodwill acquired in acquisition
(f)      Adjustment in estimated value of accounts payable
(g)     Adjustment in estimated deferred revenue
(h)     Note payable to seller
(i)      Reduction in ADI equity account at acquisition
 
Notes to Pro Forma Income Statement:
 
(a)  
 Reflects adjustments to the historical intangible amortization expense resulting from the effects of the preliminary purchase price associated with the acquisition of ADI Time.  The final allocation of the actual purchase price is subject to the final valuation of the acquired assets, but that allocation is not expected to differ materially from the preliminary allocation presented in this pro forma condensed combined financial information.
 
(b)   
Expenses excluded on transaction costs associated with the Acquisition that are no longer capitalized as part of the acquisition ($83k for twelve months ended December 31, 2010)
 
(c)   
Reflects Interest expense on acquisition related debt
 
(d)  
Option expenses on stock awarded to ADI employees ($6k for twelve months ended December 31, 2010 & $4k for nine months ended September 30, 2011)
 
 
 
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