UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: October 28, 2009
(Date of earliest event reported)
Forgent Networks, Inc.
(Exact name of registrant as specified in its charter)
TX
(State or other jurisdiction
of incorporation)
0-20008
(Commission File Number)
74-2415696
(IRS Employer
Identification Number)
108 Wild Basin Rd
(Address of principal executive offices)
78746
(Zip Code)
512-437-2700
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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))
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Item 2.02. Results of Operations and Financial Condition Asure Software Announces 2009 Fiscal Fourth Quarter Financial Results and Announces Date of 2009 Annual Meeting Set for December 17, 2009
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
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.
|
|
Dated: October 28, 2009 |
FORGENT NETWORKS, INC.
By: /s/ Pat Goepel |
|
|
|
| Exhibit No. | Description |
| 99.1 | Press Release of Forgent Networks, Inc. dated October 28, 2009 |
AUSTIN, TX -- (Marketwire - October 28, 2009) - Asure Software (NASDAQ: ASUR), a leading provider of workforce management software, today announced financial results for the 2009 fiscal fourth quarter, ended July 31, 2009.
Q4 Highlights:
- -- Q4 '09 Revenue of $2.4M showed positive growth of 1% vs. Q3 '09 in
spite of several onetime negative events. Growth in NetSimplicity's
Meeting Room Manager product of 14% was partially offset by the divestiture
of the Visual Asset Manager product in Q3 '09. iEmployee's Q4 '09 revenue
of $1.2M declined 3% from Q3 '09, driven largely by a strategic deviation
away from customization partially offset by growth in hardware sales.
- -- Operating expenses increased $4.0 to $7.3M in Q4 '09 versus Q3 '09 due
to approximately $4.4M in one-time costs, including the Jenkens & Gilchrist
loss reported by the prior Board and CEO, significant proxy contest and
litigation costs spent against the Red Oak group and other shareholders, a
lease impairment charge, and severance.
- -- EBITDA loss of $799K; net of one-time costs of $4,355K.
"Asure experienced a tough 2009, highlighted by a large cash loss in the Jenkens litigation, two difficult proxy contests, and litigation against some of its shareholders," stated David Sandberg, Asure's Chairman. "These significant one-time costs were realized in the fourth quarter and we will see additional related costs realized in fiscal Q1 2010, but to a lesser extent. Because of these expenses and Asure's 2009 losses before we were elected to the Board, we have inherited a balance sheet with approximately $3.0 million in cash as of October 28, 2009. However, we have also inherited two businesses with excellent products which have maintained their revenue levels, we have brought on a highly capable interim-CEO who is off to a great start, and we have drastically reduced Asure's cost structure since our new Board was voted in. We believe the Company is cash-flow breakeven today and we are excited about what we think our businesses can do in this coming year."
Mr. Sandberg continued, "We also announced our Annual Meeting date and wish to note we are adding several important proposals up for shareholder approval at the coming meeting, including: a) approval of a 10-for-1 reverse stock split in order to maintain NASDAQ listing compliance; b) ratification of our recently announced rights plan designed to protect our tax-loss carryforwards, which are in excess of $150 million; and c) approval of Forgent's name change to Asure Software, Inc. Our Board believes all of these will be beneficial to shareholder value."
Pat Goepel, Asure's Chief Executive Officer, stated, "We have worked hard to manage costs in a difficult environment while improving features and functionality to already strong products. Despite poor current market conditions, we expect revenue to hold flat due to new business we have won, and we anticipate that EBITDA in Q1 will be neutral after excluding the aforementioned one-time charges and despite $375K in quarterly negative cash flows related to our Austin headquarters lease. We are cautiously optimistic about both of our businesses in the upcoming fiscal Q1 and beyond." Mr. Goepel continued, "We are going to put the turbulent 2009 fiscal year behind us and focus on improvements in our core businesses going forward, and will update our shareholders on fiscal Q2 '10 progress during our next earnings call."
Conference Call Details
Asure Software has scheduled a conference call for Wednesday, October 28, 2009 at 4:30 p.m. ET (3:30 p.m. CT) to discuss its most recent financial results and outlook. Participating in the call will be Pat Goepel, Chief Executive Officer and David Sandberg, Chairman of the Board.
To take part, please dial 866-362-4829 ten minutes before the conference call begins, ask for the Asure Software event and use passcode 99901801. International callers should dial 617-597-5346 and reference the same passcode, 99901801. 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 15 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 on the investor relations page of the Company's web site at www.asuresoftware.com.
About Asure Software
Headquartered in Austin, Texas, Asure Software (ASUR), (a d/b/a of Forgent Networks, Inc.), empowers small to mid-size organizations and divisions of large enterprises to operate more efficiently, increase worker productivity and reduce costs through a comprehensive suite of on-demand workforce management software and services. Asure's market-leading suite includes products that optimize workforce time and attendance tracking, benefits enrollment and tracking, pay stubs and W2 documentation, and meeting and event management. With additional offices in Warwick, Rhode Island, Vancouver, British Columbia, and Mumbai, India, Asure serves 3,500 customers around the world. For more information, please visit www.asuresoftware.com.
"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, which include those associated with continued listing of the Company's securities on the NASDAQ Capital Market, could cause actual results to differ from those contained in the forward-looking statements.
FORGENT NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
JULY 31,
--------------------
2009 2008
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 4,375 $ 12,062
Short-term investments 5,339 2,627
Accounts receivable, net of allowance for
doubtful accounts of $20 and $41 at July
31, 2009 and 2008, respectively 1,207 1,488
Inventory 3 74
Prepaid expenses and other current assets 143 421
--------- ---------
Total current assets 11,067 16,672
Property and equipment, net 672 907
Intangible assets, net 3,949 4,729
--------- ---------
$ 15,688 $ 22,308
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,294 $ 3,778
Accrued compensation and benefits 278 203
Lease impairment and advance 899 373
Other accrued liabilities 541 384
Deferred revenue 1,897 1,844
--------- ---------
Total current liabilities 9,909 6,582
Long-term liabilities:
Deferred revenue 119 25
Lease impairment and advance 250 564
Other long-term obligations 206 217
--------- ---------
Total long-term liabilities 575 806
Stockholders' equity:
Preferred stock, $.01 par value; 10,000 shares
authorized; none issued or outstanding -- --
Common stock, $.01 par value; 40,000 shares
authorized; 32,906 and 32,892 shares issued,
31,116 and 31,102 shares outstanding at July 31,
2009 and 2008, respectively 329 329
Treasury stock at cost, 1,790 shares at July 31,
2009 and 2008, respectively (4,815) (4,815)
Additional paid-in capital 270,738 270,657
Accumulated deficit (260,947) (251,214)
Accumulated other comprehensive income (101) (37)
--------- ---------
Total stockholders' equity 5,204 14,920
--------- ---------
$ 15,688 $ 22,308
========= =========
FORGENT NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
FOR THE QUARTER ENDED
JULY 31, APRIL 30,
2009 2009
(unaudited)
----------- -----------
Revenues $ 2,429 $ 2,402
Cost of Sales (494) (494)
----------- -----------
Gross Margin 1,935 1,908
OPERATING EXPENSES:
Selling, general and administrative 3,714 2,614
Research & development 640 544
Litigation settlement 2,200
Impairment of assets 630
Amortization of intangible assets 149 149
----------- -----------
Total operating expenses 7,333 3,307
LOSS FROM OPERATIONS (5,398) (1,399)
OTHER INCOME (EXPENSES):
Interest income 15 20
Foreign currency translation (54) (6)
Gain on sale of assets 0 26
Interest expense and other (1) (18)
----------- -----------
Total other income (expense) (40) 22
LOSS FROM OPERATIONS BEFORE INCOME TAXES (5,438) (1,377)
Provision for income taxes 170 (10)
----------- -----------
NET LOSS ($ 5,268) ($ 1,387)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE:
Basic ($ 0.17) ($ 0.04)
Diluted ($ 0.17) ($ 0.04)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 31,115 31,113
Diluted 31,115 31,113
News media contact: Lisa Flynn Lisa_flynn@asuresoftware.com Investor contact: Pat Goepel Pat_goepel@asuresoftware.com