o
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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x
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TRANSITION
REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Delaware
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74-2415696
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(State
of other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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108
Wild Basin Road
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Austin,
Texas
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78746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
x
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Page
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Number
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3
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4
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5
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6
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11
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16
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16
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17
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17
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17
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17
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17
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18
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19
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20
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December 31,
2009
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JULY 31,
2009
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|||||||
(UNAUDITED)
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||||||||
ASSETS
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||||||||
Current
Assets:
|
||||||||
Cash
and equivalents
|
$ | 2,263 | $ | 4,375 | ||||
Short-term
investments
|
— | 5,339 | ||||||
Accounts
receivable, net of allowance for doubtful accounts of $34 and $20 at
December 31, 2009 and July 31, 2009, respectively |
1,526 | 1,207 | ||||||
Inventory
|
49 | 3 | ||||||
Prepaid
expenses and other current assets
|
213 | 143 | ||||||
Total
Current Assets
|
4,051 | 11,067 | ||||||
Property
and equipment, net
|
581 | 672 | ||||||
Intangible
assets, net
|
3,623 | 3,949 | ||||||
Total
Assets
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$ | 8,255 | $ | 15,688 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 1,039 | $ | 6,294 | ||||
Accrued
compensation and benefits
|
79 | 278 | ||||||
Lease
impairment and advance
|
562 | 899 | ||||||
Other
accrued liabilities
|
411 | 541 | ||||||
Deferred
revenue
|
1,744 | 1,897 | ||||||
Total
Current Liabilities
|
3,835 | 9,909 | ||||||
Long-Term
Liabilities:
|
||||||||
Deferred
revenue
|
134 | 119 | ||||||
Lease
impairment and advance
|
196 | 250 | ||||||
Other
long-term obligations
|
212 | 206 | ||||||
Total
Long-Term Liabilities
|
542 | 575 | ||||||
Stockholders’
Equity:
|
||||||||
Preferred
stock, $.01 par value; 1,500 shares authorized; none issued or
outstanding
|
— | — | ||||||
Common
stock, $.01 par value; 6,500 shares authorized; 3,341 and 3,291
shares
issued; 3,128 and 3,112 shares outstanding at December 31, 2009 and July 31, 2009, respectively |
334 | 329 | ||||||
Treasury
stock at cost, 213 and 179 shares at December 31, 2009 and
July 31, 2009,
respectively |
(4,907 | ) | (4,815 | ) | ||||
Additional
paid-in capital
|
270,925 | 270,738 | ||||||
Accumulated
deficit
|
(262,404 | ) | (260,947 | ) | ||||
Accumulated
other comprehensive (loss)
|
(70 | ) | (101 | ) | ||||
Total
Stockholders’ Equity
|
3,878 | 5,204 | ||||||
Total
Liabilities and Stockholders’ Equity
|
$ | 8,255 | $ | 15,688 |
FOR
THE
TWO
MONTHS ENDED
DECEMBER
31,
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FOR
THE
FIVE
MONTHS ENDED
DECEMBER
31,
|
|||||||||||||||
2009
|
2008
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2009
|
2008
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|||||||||||||
(UNAUDITED)
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(UNAUDITED)
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|||||||||||||||
Revenues
|
$ | 1,679 | $ | 1,467 | $ | 4,000 | $ | 4,259 | ||||||||
Cost
of Sales
|
(435 | ) | (294 | ) | (914 | ) | (858 | ) | ||||||||
Gross
Margin
|
1,244 | 1,173 | 3,086 | 3,401 | ||||||||||||
OPERATING
EXPENSES:
|
||||||||||||||||
Selling, general and
administrative
|
797 | 1,839 | 3,537 | 5,036 | ||||||||||||
Research and
development
|
264 | 343 | 676 | 904 | ||||||||||||
Amortization of intangible
assets
|
100 | 99 | 249 | 248 | ||||||||||||
Total Operating
Expenses
|
1,161 | 2,281 | 4,462 | 6,188 | ||||||||||||
INCOME
(LOSS) FROM OPERATIONS
|
83 | (1,108 | ) | (1,376 | ) | (2,787 | ) | |||||||||
OTHER
INCOME AND (EXPENSE):
|
||||||||||||||||
Interest income
|
2 | 25 | 9 | 80 | ||||||||||||
Foreign currency translation
(loss) gain
|
(15 | ) | (18 | ) | (46 | ) | 102 | |||||||||
Gain on sale of
assets
|
— | 250 | — | 250 | ||||||||||||
Interest expense and
other
|
(8 | ) | (17 | ) | (19 | ) | (27 | ) | ||||||||
Total Other Income
(Expense)
|
(21 | ) | 240 | (56 | ) | 405 | ||||||||||
INCOME
(LOSS) FROM OPERATIONS, BEFORE INCOME TAXES
|
62 | (868 | ) | (1,432 | ) | (2,382 | ) | |||||||||
Provision
for income taxes
|
(13 | ) | — | (25 | ) | (25 | ) | |||||||||
NET
INCOME (LOSS)
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$ | 49 | $ | (868 | ) | $ | (1,457 | ) | $ | (2,407 | ) | |||||
BASIC
AND DILUTED INCOME (LOSS) PER SHARE:
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||||||||||||||||
Net
income (loss) per share – basic
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$ | 0.02 | $ | (0.28 | ) | $ | (0.46 | ) | $ | (0.77 | ) | |||||
Net
income (loss) per share – diluted
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$ | 0.02 | $ | (0.28 | ) | $ | (0.46 | ) | $ | (0.77 | ) | |||||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
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||||||||||||||||
Basic
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3,156 | 3,111 | 3,141 | 3,111 | ||||||||||||
Diluted
|
3,162 | 3,111 | 3,141 | 3,111 |
FOR THE FIVE
MONTHS ENDED
DECEMBER 31,
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||||||||
2009
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2008
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|||||||
(UNAUDITED)
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||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||
Loss
from operations
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$ | (1,457 | ) | $ | (2,407 | ) | ||
Adjustments
to reconcile net loss to net cash used in operations:
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||||||||
Depreciation
and amortization
|
452 | 548 | ||||||
Amortization
of leasehold advance and lease impairment
|
(391 | ) | (158 | ) | ||||
Share-based
compensation
|
17 | 48 | ||||||
Gain
on sale of assets
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— | (5 | ) | |||||
Changes
in operating assets and liabilities:
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||||||||
Accounts
receivable
|
(319 | ) | 85 | |||||
Inventory
|
(46 | ) | 9 | |||||
Prepaid
expenses and other current assets
|
(70 | ) | 15 | |||||
Accounts
payable
|
(5,255 | ) | (473 | ) | ||||
Accrued
expenses and other long-term obligations
|
(295 | ) | (68 | ) | ||||
Deferred
revenue
|
(138 | ) | (45 | ) | ||||
Net
cash used in operating activities
|
(7,502 | ) | (2,451 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
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||||||||
Net
sales (purchases) of short-term investments
|
5,339 | (131 | ) | |||||
Net
purchases of property and equipment
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(35 | ) | (127 | ) | ||||
Net
cash provided by (used in) investing activities
|
5,304 | (258 | ) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Net
proceeds from issuance of stock
|
175 | 2 | ||||||
Payments
on capital leases
|
(28 | ) | (12 | ) | ||||
Purchase
of Treasury stock
|
(92 | ) | — | |||||
Net
cash provided by (used in) financing activities
|
55 | (10 | ) | |||||
Effect
of translation exchange rates
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31 | (108 | ) | |||||
Net
decrease in cash and equivalents
|
(2,112 | ) | (2,827 | ) | ||||
Cash
and equivalents at beginning of period
|
4,375 | 12,062 | ||||||
Cash
and equivalents at end of period
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$ | 2,263 | $ | 9,235 |
December 31, 2009
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||||||||||||||||
Amortization
|
Accumulated
|
|||||||||||||||
Intangible Asset
|
Period (in Years)
|
Gross
|
Amortization
|
Net
|
||||||||||||
Developed
Technology
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5 | $ | 915 | $ | (409 | ) | $ | 506 | ||||||||
Customer
Relationships
|
8 | 2,470 | (691 | ) | 1,779 | |||||||||||
Ceridian
Contract
|
8 | 1,545 | (432 | ) | 1,113 | |||||||||||
Trade
Names
|
5 | 288 | (129 | ) | 159 | |||||||||||
Covenant
not-to-compete
|
4 | 150 | (84 | ) | 66 | |||||||||||
$ | 5,368 | $ | (1,745 | ) | $ | 3,623 |
July 31, 2009
|
||||||||||||||||
Amortization
|
Accumulated
|
|||||||||||||||
Intangible Asset
|
Period (in Years)
|
Gross
|
Amortization
|
Net
|
||||||||||||
Developed
Technology
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5 | $ | 915 | $ | (333 | ) | $ | 582 | ||||||||
Customer
Relationships
|
8 | 2,470 | (562 | ) | 1,908 | |||||||||||
Ceridian
Contract
|
8 | 1,545 | (351 | ) | 1,194 | |||||||||||
Trade
Names
|
5 | 288 | (105 | ) | 183 | |||||||||||
Covenant
not-to-compete
|
4 | 150 | (68 | ) | 82 | |||||||||||
$ | 5,368 | $ | (1,419 | ) | $ | 3,949 |
Fiscal Years
|
||||
2011
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$
|
780
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||
2012
|
771
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|||
2013
|
686
|
|||
2014
|
502
|
|||
2015
|
502
|
|||
Thereafter
|
382
|
|||
$
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3,623
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Level 2:
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Quoted
prices in active markets for similar assets or
liabilities; quoted prices in markets that are not active for identical or
similar assets or liabilities; and model-driven valuations whose
significant inputs are observable;
and
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Level 3:
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Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
|
Fair Value Measure at December 31, 2009
|
||||||||||||||||
Total
|
Quoted
|
Significant
|
||||||||||||||
Carrying
|
Prices
|
Other
|
Significant
|
|||||||||||||
Value at
|
in Active
|
Observable
|
Unobservable
|
|||||||||||||
December 31,
|
Market
|
Inputs
|
Inputs
|
|||||||||||||
Description
|
2009
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Cash
Equivalents
|
$ | 2,263 | $ | 2,263 | $ | — | $ | — | ||||||||
Total
|
$ | 2,263 | $ | 2,263 | $ | — | $ | — |
For
the Two Months
|
For
the Five Months
|
|||||||||||||||
Ended
December 31,
|
Ended
December 31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
Income (Loss)
|
$ | 49 | $ | (868 | ) | $ | (1,457 | ) | $ | (2,407 | ) | |||||
Foreign
currency gain (loss)
|
10 | 23 | 33 | (139 | ) | |||||||||||
Unrealized
gain (loss) on short-term investments
|
0 | 19 | (2 | ) | 23 | |||||||||||
Comprehensive
Income (Loss)
|
$ | 59 | $ | (826 | ) | $ | (1,426 | ) | $ | (2,523 | ) |
For
the Two Months
|
For
the Five Months
|
|||||||||||||||
Ended
December 31,
|
Ended
December 31,
|
|||||||||||||||
Basic EPS Computation
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
Income (Loss)
|
$ | 49 | $ | (868 | ) | $ | (1,457 | ) | $ | (2,407 | ) | |||||
Weighted
average shares outstanding
|
3,156 | 3,111 | 3,141 | 3,111 | ||||||||||||
Basic
Income (Loss) per share
|
$ | 0.02 | $ | (0.28 | ) | $ | (0.46 | ) | $ | (0.77 | ) |
For
the Two Months
|
For
the Five Months
|
|||||||||||||||
Ended
December 31,
|
Ended
December 31,
|
|||||||||||||||
Diluted EPS Computation
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
Income (Loss)
|
$ | 49 | $ | (868 | ) | $ | (1,457 | ) | $ | (2,407 | ) | |||||
Weighted
average shares outstanding
|
3,156 | 3,111 | 3,141 | 3,111 | ||||||||||||
Common
share equivalents: Stock options
|
6 | - | - | - | ||||||||||||
Diluted
shares outstanding
|
3,162 | 3,111 | 3,141 | 3,111 | ||||||||||||
Diluted
Income (Loss) per share
|
$ | 0.02 | $ | (0.28 | ) | $ | (0.46 | ) | $ | (0.77 | ) |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
FOR
THE TWO
MONTHS
ENDED
DECEMBER
31,
|
FOR
THE FIVE
MONTHS
ENDED
DECEMBER
31,
|
|||
2009
|
2008
|
2009
|
2008
|
|
Revenues
|
100%
|
100%
|
100%
|
100%
|
Gross
margin
|
74.1
|
80.0
|
77.2
|
79.9
|
Selling,
general and administrative
|
47.5
|
125.4
|
88.4
|
118.2
|
Research
and development
|
15.7
|
23.4
|
16.9
|
21.2
|
Amortization
of intangible assets
|
6.0
|
6.7
|
6.2
|
5.8
|
Total
operating expenses
|
69.1
|
155.5
|
111.6
|
145.3
|
Other
income (expense), net
|
(1.3)
|
16.4
|
(1.4)
|
9.5
|
Net
income (loss)
|
2.9
|
59.2
|
(36.5)
|
(56.5)
|
FOR THE FIVE
MONTHS ENDED
DECEMBER 31,
|
||||||||
2009
|
2008
|
|||||||
(in thousands)
|
||||||||
Working
capital
|
$ | 216 | $ | 7,843 | ||||
Cash,
cash equivalents and short-term investments
|
2,263 | 12,016 | ||||||
Cash
provided by (used in) operating activities
|
(7,502 | ) | (2,451 | ) | ||||
Cash
provided by (used in) investing activities
|
5,304 | (258 | ) | |||||
Cash
provided by (used in) financing activities
|
55 | (10 | ) |
Exhibits:
|
||
2.2
|
Agreement
and Plan of Merger, dated as of September 11, 2007 by and among Asure
Software, Inc., Cheetah Acquisition Company, Inc. and iSarla Inc.
(incorporated by reference to Exhibit 2.2 to the Company’s quarterly
report on Form 10-Q for the three months ended October 31,
2007).
|
|
3.1
|
Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for
the three months ended October 31, 2004).
|
|
3.2
|
Restated
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s
quarterly report on Form 10-Q for the three months ended
October 31, 2004).
|
|
4.1
|
Specimen
Certificate for the Common Stock (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-1,
File No. 33-45876, as amended).
|
|
4.2
|
Rights
Agreement, dated as of December 19, 2005 between Asure
Software, Inc. and American Stock Transfer & Trust Company,
which includes the form of Series A Preferred Stock, $.01 par value,
the form of Rights Certificate, and the Summary of Rights (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K dated December 19, 2005).
|
|
31.1*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
*
Filed herewith
|
ASURE
SOFTWARE, INC.
|
|||
February 16,
2010
|
By:
|
/s/ PATRICK GOEPEL | |
Patrick
Goepel
|
|||
Chief
Executive Officer
|
|||
February 16,
2010
|
By:
|
/s/ DAVID SCOGLIO | |
David
Scoglio
|
|||
Chief
Financial Officer
|
|||
EXHIBIT
|
||
NUMBER
|
DESCRIPTION
|
|
2.2
|
Agreement
and Plan of Merger, dated as of September 11, 2007 by and among Asure
Software, Inc., Cheetah Acquisition Company, Inc. and iSarla
Inc. (incorporated by reference to Exhibit 2.2 to the Company’s
quarterly report on Form 10-Q for the three months ended
October 31, 2007).
|
|
3.1
|
Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for
the three months ended October 31, 2004).
|
|
3.2
|
Restated
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s
quarterly report on Form 10-Q for the three months ended
October 31, 2004).
|
|
4.1
|
Specimen
Certificate for the Common Stock (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form S-1,
File No. 33-45876, as amended).
|
|
4.2
|
Rights
Agreement, dated as of December 19, 2005 between Asure
Software, Inc. and American Stock Transfer & Trust Company,
which includes the form of Series A Preferred Stock, $.01 par value,
the form of Rights Certificate, and the Summary of Rights (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K dated December 19, 2005).
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of the Company (the
“Report”);
|
||
2.
|
Based
on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the periods covered by this
Report;
|
||
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in the Report;
|
||
4.
|
The
Company’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and we
have:
|
||
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within these
entities, particularly during the period in which the Report is being
prepared;
|
||
(b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principals;
|
||
(c) |
Evaluated
the effectiveness of the Company’s disclosure controls and procedures and
presented in the Report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
the Report based on such evaluation; and
|
||
(d) |
Disclosed
in the Report any change in the Company’s internal control over financial
reporting that occurred during the Company’s most recent fiscal quarter
(the quarter ended December 31, 2009) that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control
over financial reporting; and
|
||
5.
|
The
Company’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
Company’s auditors and to the Audit Committee of the Board of
Directors:
|
||
(a)
|
All
significant deficiencies or material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
|
||
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal control
over financial reporting.
|
/s/
PATRICK GOEPEL
|
|
Patrick
Goepel
|
|
Chief
Executive Officer
|
|
February
16, 2010
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of the Company (the
“Report”);
|
||
2.
|
Based
on my knowledge, the Report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the periods covered by this
Report;
|
||
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented in the Report;
|
||
4.
|
The
Company’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and we
have:
|
||
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within these
entities, particularly during the period in which the Report is being
prepared;
|
||
(b) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principals;
|
||
(c) |
Evaluated
the effectiveness of the Company’s disclosure controls and procedures and
presented in the Report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
the Report based on such evaluation; and
|
||
(d) |
Disclosed
in the Report any change in the Company’s internal control over financial
reporting that occurred during the Company’s most recent fiscal quarter
(the quarter ended December 31, 2009) that has materially affected,
or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; and
|
||
5.
|
The
Company’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
Company’s auditors and to the Audit Committee of the Board of
Directors:
|
||
(a)
|
All
significant deficiencies or material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
|
||
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal control
over financial reporting.
|
/s/
DAVID SCOGLIO
|
|
David
Scoglio
|
|
Chief
Financial Officer
|
|
February
|
February
16, 2010
|
1.
|
The
quarterly report on Form 10-Q of the Company for the period ended
December 31, 2009 (the “Report”) fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 as
amended, and
|
|
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
|
/s/
PATRICK GOEPEL
|
|
Patrick
Goepel
|
|||
Chief
Executive Officer
|
|||
February
16, 2010
|
1.
|
The
quarterly report on Form 10-Q of the Company for the period ended
December 31, 2009 (the “Report”) fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934
as amended, and
|
|
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
|
/s/
DAVID SCOGLIO
|
|
David
Scoglio
|
|||
Chief
Financial Officer
|
|||
February
16, 2010
|