Asure Software Inc.
ASURE SOFTWARE INC (Form: 8-K, Received: 05/14/2014 14:49:00)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 14, 2014
 
ASURE SOFTWARE, INC.
(Exact name of registrant as specified in charter)
 
Delaware
0-20008
74-2415696
(State or other jurisdiction of incorporation or organization)
(Commission File No.)
(IRS Employer Identification No.)
 
110 Wild Basin Road, Suite 100, Austin, Texas 78746
(Address of principal executive offices)
 
512-437-2700
(Registrant’s telephone number, including area code)
 
N/A
(Former Name and Address)
 
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 2.02. Results of Operations and Financial Condition.
 
On May 14, 2014, Asure Software, Inc. (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2014. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information contained in this Item 2.02 of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

  (d)           Exhibits
 
EXHIBIT NUMBER
 
DESCRIPTION
99.1
 
 
 
 
 
 
 

 
 
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.
 
Dated: May 14, 2014                                               By        /s/ Jennifer Crow                                                      
    Jennifer Crow, Chief Financial Officer
 
 
 
 
 

 
Exhibit 99.1

Asure Software Meets Expectations with Solid Financial Results for
2014 First Quarter

In thousands, except per share data
  Q1 2014     Q1 2013  
% Change
Revenue
  $ 6,527     $ 5,975  
up 9%
Gross margin
  $ 4,969     $ 4,198  
up 18%
Net income (loss)
  $ (530 )   $ (1,100 )
up 52%
EBITDA, excluding one-times*
  $ 1,140     $ 727  
up 57%
Net loss per share
  $ (0.09 )   $ (0.21 )  
Net loss per share, excluding one-times*
  $ (0.02 )   $ (0.15 )  

AUSTIN, Texas, May 14, 2014 (GLOBE NEWSWIRE) -- Asure Software, Inc. (Nasdaq:ASUR), a leading provider of workplace management software, announced results for the first quarter ended March 31, 2014.
 
Strategic Highlights
·  
Grew repetitive, cloud-based revenue by 8% over the first quarter of 2013 by continuing to focus on our transition to a SaaS-based revenue model throughout the year.
·  
Increased the sales and delivery of integrated solutions that combine SaaS-based products with hardware for larger size contracts; key sales include AsureForce® to Stratus Solar and AsureSpace™ to Mondelez.
·  
Expanded the company’s global footprint; Asure now serves 5,000 clients in 78 countries; specifically, Asure introduced solutions in additional country locations such as Singapore, China and Japan for two current Fortune 500 clients.

Results
·  
Cloud SaaS-based bookings increased by 5% from the first quarter 2013.

·  
Cloud SaaS-based revenue for the quarter was $3.3 million, down $125,000 and 4% over the previous quarter and up $236,000 and 8% over the first quarter of 2013. First quarter revenue is in line with seasonal patterns typically associated with this quarter.

·   
Revenue for the quarter was $6.5 million as compared to $6.7 million in the previous quarter and $6.0 million in the first quarter 2013, a slight decrease of 3% and an increase of 9%, respectively. Similarly, first quarter revenue is in line with seasonal patterns typically associated with this quarter.

·  
Recurring revenue as a percent of total revenue was 76% for the quarter as compared to 75% for the previous quarter and 79% in the first quarter of 2013.

·  
Gross margin for the quarter was $5.0 million compared to $5.1 million in the previous quarter and $4.2 million in the first quarter 2013, a slight decrease of 3% and an increase of 18%, respectively.

·  
EBITDA* excluding one-time items* for the quarter was approximately $1.14 million compared to $1.48 million in the previous quarter and $727,000 in the first quarter of 2013. One-time items* in the quarter were approximately $396,000 up from $215,000 in the previous quarter and up from $320,000 in the first quarter of 2013, and were related to the loss on debt refinancing, gain on settlement of note payable and litigation, legal and professional fees, site consolidation related to the acquisition of Meeting Maker and other one-time expenses*.
 
·  
First quarter net income (loss) per share, excluding one-times*, was $(0.02) compared to $0.02 in the previous quarter and $(0.15) in the first quarter of 2013.

·  
Cash flow provided by operating activities for the quarter was $71,000 compared to $846,000 in the previous quarter and $76,000 in the first quarter 2013, a decrease of 92% and 7%, respectively.
 
 
1

 

Management Commentary
Pat Goepel , Chief Executive Officer of Asure Software commented, “We remain focused on continued sustainable, annual growth of repetitive Cloud and SaaS bookings and revenue across both product lines, in the U.S. and globally. Marketplace demand for Cloud, SaaS-based offerings that are supported by integrated hardware continues. This positive trend, along with a demonstrated ability to execute on product development initiatives and customer support positions us positively for a strong overall performance in 2014.”
 
Jennifer Crow , Asure’s Chief Financial Officer added, “We are pleased with our first quarter performance and our continued progress in building our financial strength. In the past year, we have grown top line revenue while decreasing our cost of sales. Although our revenue was down this quarter due to seasonality as compared to the fourth quarter of 2013, we closed the quarter with nine percent revenue growth over the same quarter a year ago. We also grew our EBITDA, excluding one-times*, by 57% over the first quarter in 2013. With the lower cost of debt under our new facility with Wells Fargo and our projected revenue growth in 2014, the company expects to improve free cash flow generation allowing us to pay down our debt or help fund future acquisitions. We look forward to continuing to execute our growth strategy.”  

Please see below for details around Asure’s financial results.

Company Outlook
$000s
 
FY 14
 
Revenue
  $29,000 - $30,000  
EBITDA, excluding one-time items
  $5,500 - $6,500  
Net income per share, excluding one-time items
  $0.08 - $0.24  

Conference Call Details
Asure will follow this announcement with a conference call for the investment community on Wednesday, May, 14, 2014 at 11:00 a.m. EDT, (10:00 a.m. CDT) to further discuss the quarter and outlook. Participating in the call will be Pat Goepel , Chief Executive Officer and Jennifer Crow , Chief Financial Officer. To participate, dial (877) 853-5636   ten minutes before the call begins. International callers should dial (631) 291-4544. The conference ID for all callers is 43406595.
 
Investors, analysts, media and the general public will also have the opportunity to listen to the conference call in listen-only mode via the Internet by visiting the investor relations page of Asure's web site at www.asuresoftware.com . To monitor the live call, please visit the web site at least ten minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, an archived replay will be available shortly after the call at http://investor.asuresoftware.com/
 
About Asure Software
Asure Software, Inc. , (Nasdaq:ASUR) headquartered in Austin, Texas, offers cloud-based time and labor management and workspace management solutions that enable businesses to control their biggest costs -- labor, real estate and technology  -- and prepare for the workforce of the future in a highly mobile, geographically disparate and technically wired work environment. Asure serves approximately 5,000 clients worldwide and currently offers two main product lines: AsureSpace™ workplace management solutions enable organizations to maximize the ROI of their real estate, and AsureForce ® time and labor management solutions deliver efficient management of human resource and payroll processes.  For more information, please visit www.asuresoftware.com .

The Asure Software, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11986
 
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
 
Statements in this press release regarding Asure's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such risks and uncertainties could cause actual results to differ from those contained in the forward-looking statements.

*Non-GAAP Financial Measures
This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: EBITDA and GAAP Net Income/(Loss) excluding one-time items. These supplemental financial measures are not required by GAAP, nor is the presentation of this financial information intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with Asure's earnings results as determined in accordance with GAAP. However, for the reasons described below, management uses these non-GAAP measures to evaluate the performance of Asure's business. Asure's management believes that it is important to provide investors with these same tools, together with reconciliation to GAAP, for evaluating the performance of Asure's business, as it may provide additional insight into Asure's financial results. See the “Reconciliation of GAAP Net Income/(Loss) to Earnings Before Interest, Taxes, Depreciation, Amortization and Stock Compensation Expense (EBITDA)” and the “Reconciliation of GAAP Net Income/(Loss) to Net Earnings Excluding One-Time Items” tables included in this press release for further information regarding these non-GAAP financial measures. In addition, these measures are presented because management believes they are frequently used by securities analysts, investors and others in the evaluation of companies.
 
 
2

 
 
EBITDA is calculated by adding income taxes, interest expense, depreciation and amortization and stock compensation expense to net earnings. EBITDA is not defined under GAAP and should not be considered in isolation or as a substitute for net earnings and other consolidated earnings data prepared in accordance with GAAP or as a measure of Asure's profitability.

Net Earnings Excluding One-Time Items is calculated by combining the company’s GAAP Net Earnings, or earnings per share, with items that are one time in nature and are not expected to recur on a dollar or per share basis.
 
Free Cash Flow is computed by subtracting capital expenditures from cash flow from operations, each as determined in accordance with GAAP and as reflected in the statement of cash flows.

Non-GAAP Revenue is computed by adding back the deferred revenue fair market valuation to GAAP revenue.

$000s
 
March 31, 2014
   
March 31, 2013
 
Net Income (Loss)
    (530 )     (1,100 )
Interest and amortization of OID
    507       680  
Tax
    42       39  
Depreciation
    113       112  
Amortization
    573       652  
Stock Compensation
    39       24  
EBITDA
    744       407  
   One-time items
    396       320  
EBITDA excluding one-time items
    1,140       727  
 
Reconciliation of GAAP Net Earnings to Net Earnings Excluding One-time items
 
$000s
 
FOR THE THREE MONTHS ENDED
March 31
 
   
2014
   
2013
 
Net Income (Loss)
    (530 )     (1,100 )
Loss on Debt Refinancing
    1,402       -  
Gain on Settlement of Note Payable and litigation     (1,034 )     -  
Legal & Professional Services
    28       214  
Severance, Recruitment & Relocation
    -       91  
Other one-time items (net)
    -       15  
 Sub-total excluding Taxes
    396       320  
Sub-total one-time items
    396       320  
Net Gain/(Loss) excluding one-time items
    (134 )     (780 )
 
Reconciliation of GAAP Revenue to Non-GAAP revenue
 
$000s
 
FOR THE THREE MONTHS ENDED 
March 31
 
   
2014
   
2013
 
Revenue
    6,527       5,975  
Adjustment
    -       216  
Non- GAAP revenue
    6,527       6,191  
 
Note – Adjustment relates to the fair market valuation for assumed deferred revenue contracts that were not recognized in the period due to business combination accounting rules.  
 


For more information contact:
Jennifer Crow, CFO
Asure Software, Inc.
512-437-2732
jcrow@asuresoftware.com  

 
3

 
 
ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 (Unaudited)
 
  
 
March 31,
2014
   
December 31,
2013
 
Assets
             
Current assets:
             
Cash and cash equivalents
 
$
1,672
   
$
3,938
 
Restricted cash
   
400
     
400
 
Accounts receivable, net of allowance for doubtful accounts of $146 and $168 at March 31, 2014 and December 31, 2013, respectively
   
4,213
     
3,902
 
Inventory
   
79
     
77
 
Notes receivable
   
4
     
9
 
Prepaid expenses and other current assets
   
1,234
     
1,334
 
Total current assets
   
7,602
     
9,660
 
Property and equipment, net
   
1,287
     
1,233
 
Goodwill
   
15,006
     
15,005
 
Intangible assets, net
   
9,106
     
9,679
 
Other assets
   
33
     
38
 
Total assets
 
$
       33,034
   
$
       35,615
 
Liabilities and stockholders’ equity
               
Current liabilities:
               
Current portion of notes payable
 
$
992
   
$
4,308
 
Accounts payable
   
1,850
     
1,669
 
Accrued compensation and benefits
   
219
     
473
 
Other accrued liabilities
   
825
     
988
 
Deferred revenue
   
10,042
     
10,059
 
Total current liabilities
   
13,928
     
17,497
 
Long-term liabilities:
               
Deferred revenue
   
669
     
759
 
Notes payable
   
14,250
     
12,698
 
Other liabilities
   
448
     
444
 
Total long-term liabilities
   
15,367
     
13,901
 
Stockholders’ equity:
               
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding
   
-
     
-
 
Common stock, $.01 par value; 11,000 shares authorized; 6,363 and 6,353 shares issued,
     5,979 and 5,969 shares outstanding at March 31, 2014 and December 31, 2013, respectively
   
63
     
63
 
Treasury stock at cost, 384 shares at March 31, 2014 and December 31, 2013
   
(5,017
)
   
(5,017
)
Additional paid-in capital
   
278,219
     
278,159
 
Accumulated deficit
   
(269,414
)
   
(268,884
)
Accumulated other comprehensive loss
   
(112
)
   
(104
)
Total stockholders’ equity
   
3,739
     
4,217
 
   
$
33,034
   
$
35,615
 
 
 
4

 
 
ASURE SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands, except share and per share data)
(Unaudited)
 
   
FOR THE
THREE MONTHS ENDED
MARCH 31,
 
   
2014
   
2013
 
Revenues
 
$
6,527
   
$
5,975
 
Cost of sales
   
1,558
     
1,777
 
Gross margin
   
4,969
     
4,198
 
                 
Operating expenses
               
Selling, general and administrative
   
3,362
     
3,276
 
Research and development
   
721
     
700
 
Amortization of intangible assets
   
497
     
582
 
Total operating expenses
   
4,580
     
4,558
 
                 
Income (loss) from operations
   
389
     
(360
)
                 
Other income (loss)
               
Gain on settlement of note payable and litigation
   
1,034
     
-
 
Loss on debt refinancing
   
(1,402
)
   
-
 
Foreign currency translation gain (loss)
   
(2
)
   
(21
)
Interest expense and other
   
(457
)
   
(530
)
Interest expense – amortization of original issue discount (OID)
   
(50
)
   
(150
)
Total other income (loss), net
   
(877
)
   
(701
)
                 
Loss from operations before income taxes
   
(488
)
   
(1,061
)
Income tax provision
   
(42
)
   
(39
)
Net loss
 
$
(530
)
 
$
(1,100
)
Other comprehensive income (loss):
               
Foreign currency gain (loss)
   
                   (8
)
   
                   38
 
Other comprehensive income (loss)
 
$
            (538
)
 
$
            (1,062
)
                 
Basic and diluted net loss per share
               
Basic
 
$
(0.09
)
 
$
(0.21
)
Diluted
 
$
(0.09
)
 
$
(0.21
)
Weighted average basic and diluted shares
               
Basic
   
5,970,870
     
5,261,000
 
Diluted
   
5,970,870
     
5,261,000
 
 
 
5

 
 
 ASURE SOFTWARE, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
 
   
FOR THE
THREE MONTHS ENDED
MARCH 31,
 
   
2014
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(530
)
 
$
(1,100
)
Adjustments to reconcile net loss to net cash provided by operations:
               
Depreciation and amortization
   
686
     
764
 
Provision for doubtful accounts
   
     -
     
     2
 
Share-based compensation
   
39
     
24
 
Amortization of original issue discount (OID)
   
50
     
150
 
Gain on settlement of note payable and litigation
   
(1,034
)
   
-
 
Loss on debt refinancing
   
1,402
     
-
 
Changes in operating assets and liabilities:
               
Accounts receivable
   
(311
)
   
(184
)
Inventory
   
  (2
)
   
  (82
)
Prepaid expenses and other assets
   
(17
)
   
(172
)
Accounts payable
   
 181
     
 (151
)
Accrued expenses and other long-term obligations
   
(286
)
   
405
 
Deferred revenue
   
(107
)
   
420
 
Net cash provided by operating activities
   
   71
     
   76
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Net purchases of property and equipment
   
(168
)
   
(140
)
Collection of note receivable
   
    5
     
    -
 
Net cash used in investing activities
   
(163
)
   
(140
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Payments on notes payable
   
  (16,248
)
   
  (363
)
Proceeds from notes payable
   
15,000
     
-
 
Payments on amendment of senior notes payable
   
(704
)
   
     (188
)
Debt financing fees
   
(575
)
   
-
 
Insurance proceeds for settlement of notes payable dispute, net of expenses
   
          373
     
        -
 
Payments on capital leases
   
(32
)
   
(24
)
Net proceeds from exercise of options
   
21
     
5
 
Net cash used in financing activities
   
(2,165
)
   
(570
)
                 
Effect of translation exchange rates
   
(9
)
   
45
 
                 
Net increase (decrease) in cash and cash equivalents
   
(2,266
)
   
(589
)
Cash and equivalents at beginning of period
   
3,938
     
2,177
 
Cash and equivalents at end of period
 
$
1,672
   
$
1,588
 
                 
SUPPLEMENTAL INFORMATION:
               
Cash paid for:
               
Interest
 
$
484
   
$
399
 
 
 
6