Delaware
|
0-20008
|
74-2415696
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File No.)
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(IRS Employer Identification No.)
|
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)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXHIBIT NUMBER
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DESCRIPTION
|
|
99.1
|
·
·
·
|
Second quarter EBITDA*, excluding one-times*, was $1.15 million vs. guidance range of $900,000 to $1.1 million
Second quarter revenue of $6.3 million vs. guidance range of $6.2 to $6.5 million
Second quarter net loss per share, excluding one-times* was $(0.06)
|
·
|
Executed on our “Land and Expand” customer cross selling strategy for both AsureSpace and AsureForce solutions; Q2 brought expanded contracts with several key customers such as Staples, Federal Reserve, and Moody’s Corporation. Asure’s “Land & Expand” strategy continues to be successful in increasing customer profitability and retention with innovative, trusted solutions.
|
·
|
Launched the new release of AsureSpace Workspace Manager 4.5, which brings global customers expanded features for complex meeting types. This new functionality allows our customers to more easily gather booking data and work with complex recurring and guest service requirements.
|
·
|
Fully deployed AsureForce® GeoPunch™, our time & labor management mobile facial recognition solution. Using GPS technology and facial recognition, this highly differentiated TLM mobile app puts time & attendance and self-service capabilities directly in the hands of employees, literally, via their mobile devices. New customers include Goodwill of South Texas, Permian Regional Hospital and Innvision Shelter Network.
|
·
|
Revenue for the quarter was $6.3 million compared to $6.0 million in the previous quarter and $4.2 million in the second quarter 2012.
|
·
|
Non-GAAP revenue* for the quarter was $6.4 million compared to $6.2 million in the previous quarter and $4.2 million in the second quarter 2012.
|
·
|
Gross margin for the quarter was $4.8 compared to $4.2 in the previous quarter and $3.2 in the same quarter 2012.
|
·
|
EBITDA* excluding one-time items* for the quarter was approximately $1.15 million compared to $727,000 in the previous quarter and $838,000 in the second quarter of 2012. One-time items* in the quarter were approximately $228,000 down from $320,000 in the previous quarter and down from $427,000 in the second quarter of 2012, and were related to legal and professional fees, site consolidation related to the acquisition of Meeting Maker and other one-time expenses*.
|
·
|
Recurring revenue as a percent of total revenue was 78% for the quarter as compared to 79% for the previous quarter and 70% in the second quarter of 2012.
|
·
|
Cloud SaaS-based revenue for the quarter increased to $3.1 million up $72,000 and 2.4% over the previous quarter and up $163,000, or 8.0% over the second quarter of 2012, excluding PeopleCube.
|
·
|
Cloud SaaS-based bookings for the quarter decreased by 10% from the previous quarter and increased by 20% from the second quarter of 2012, excluding PeopleCube.
|
Company Outlook
|
Q3 13 |
FY 13
|
||||||
Revenue
|
$ | 6,300 - $6,600 | $ | 25,000 - $26,000 | ||||
EBITDA, excluding one-time items
|
$ | 1,300 - $1,500 | $ | 4,800 - $5,500 |
Reconciliation of GAAP Net Earnings to Earnings Before Interest, Taxes, Depreciation, Amortization and Stock Compensation Expense (EBITDA) and EBITDA Excluding
One-time items.
|
FOR THE THREE MONTHS ENDED | ||||||||||||
$000s
|
June 30, 2013
|
June 30, 2012
|
Inc/Dec
|
|||||||||
Net Loss
|
(569 | ) | (323 | ) | (246 | ) | ||||||
Interest and amortization of OID
|
645 | 174 | 471 | |||||||||
Tax
|
42 | 120 | (78 | ) | ||||||||
Depreciation
|
107 | 58 | 49 | |||||||||
Amortization
|
652 | 357 | 295 | |||||||||
Stock Compensation
|
45 | 25 | 20 | |||||||||
EBITDA
|
922 | 411 | 511 | |||||||||
One-time items
|
228 | 427 | (199 | ) | ||||||||
EBITDA excluding one-time items
|
1,150 | 838 | 312 |
FOR THE SIX MONTHS ENDED | ||||||||||||
$000s |
June 30, 2013
|
June 30, 2012
|
Inc/Dec
|
|||||||||
Net Loss
|
(1,669 | ) | (1,170 | ) | (499 | ) | ||||||
Interest and amortization of OID
|
1,325 | 364 | 961 | |||||||||
Derivative mark -to-market
|
- | 465 | (465 | ) | ||||||||
Tax
|
81 | 166 | (85 | ) | ||||||||
Depreciation
|
219 | 105 | 114 | |||||||||
Amortization
|
1,304 | 714 | 590 | |||||||||
Stock Compensation
|
69 | 35 | 34 | |||||||||
EBITDA
|
1,329 | 679 | 650 | |||||||||
One-time items
|
548 | 936 | (388 | ) | ||||||||
EBITDA excluding one-time items
|
1,877 | 1,615 | 262 |
Reconciliation of GAAP Net Earnings to Net Earnings Excluding One-time items
|
FOR THE THREE MONTHS ENDED June 30
|
||||||||
$000s |
2013
|
2012
|
||||||
Net Loss
|
(569 | ) | (323 | ) | ||||
Legal & Professional Services
|
146 | 298 | ||||||
Severance, Recruitment & Relocation
|
69 | 60 | ||||||
Site Consolidation
|
- | 50 | ||||||
3:2 Stock Split
|
- | 19 | ||||||
Provision for Taxes – Site Shut Down
|
- | 60 | ||||||
Other one-time items (net)
|
13 | - | ||||||
Sub-total excluding Taxes
|
228 | 427 | ||||||
Sub-total one-time items
|
228 | 487 | ||||||
Net Gain/(Loss) excluding one-time items
|
(341 | ) | 164 |
FOR THE SIX MONTHS ENDED June 30
|
||||||||
$000s |
2013
|
2012
|
||||||
Net Loss
|
(1,669 | ) | (1,170 | ) | ||||
Legal & Professional Services
|
310 | 543 | ||||||
Severance, Recruitment & Relocation
|
160 | 97 | ||||||
Site Consolidation
|
- | 50 | ||||||
Derivative mark-to-market
|
- | 465 | ||||||
Loss on Debt Conversion
|
- | 199 | ||||||
3:2 Stock Split
|
- | 19 | ||||||
Provision for Taxes – Site Shut Down
|
- | 60 | ||||||
Other one-time items (net)
|
78 | 28 | ||||||
Sub-total excluding Taxes and MTM
|
548 | 936 | ||||||
Sub-total one-time items
|
548 | 1,461 | ||||||
Net Gain/(Loss) excluding one-time items
|
(1,121 | ) | 291 |
Reconciliation of GAAP Revenue to Non-GAAP revenue
|
FOR THE THREE MONTHS ENDED June 30
|
||||||||
$000s |
2013
|
2012
|
||||||
Revenue
|
6,296 | 4,205 | ||||||
Adjustment
|
146 | 40 | ||||||
Non- GAAP revenue
|
6,442 | 4,245 |
|
FOR THE SIX MONTHS ENDED June 30
|
|||||||
$000s |
2013
|
2012
|
||||||
Revenue
|
12,271 | 8,357 | ||||||
Adjustment
|
363 | 105 | ||||||
Non- GAAP revenue
|
12,634 | 8,462 |
|
June 30,
2013
|
December 31,
2012
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
3,295
|
$
|
2,177
|
||||
Restricted cash
|
250
|
250
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $192 and $182 at June 30, 2013 and December 31, 2012, respectively
|
2,976
|
3,040
|
||||||
Inventory
|
260
|
266
|
||||||
Notes receivable
|
9
|
19
|
||||||
Prepaid expenses and other current assets
|
1,648
|
1,497
|
||||||
Total current assets
|
8,438
|
7,249
|
||||||
Property and equipment, net
|
1,177
|
1,154
|
||||||
Goodwill
|
15,527
|
15,525
|
||||||
Intangible assets, net
|
10,875
|
12,179
|
||||||
Other assets
|
48
|
41
|
||||||
Total assets
|
$
|
36,065
|
$
|
36,148
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
1,450
|
$
|
3,450
|
||||
Accounts payable
|
2,108
|
2,713
|
||||||
Accrued compensation and benefits
|
414
|
78
|
||||||
Other accrued liabilities
|
1,002
|
1,013
|
||||||
Deferred revenue
|
9,612
|
9,246
|
||||||
Total current liabilities
|
14,586
|
16,500
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
720
|
637
|
||||||
Notes payable- related party
|
800
|
800
|
||||||
Notes payable
|
15,436
|
15,887
|
||||||
Other liabilities
|
447
|
164
|
||||||
Total long-term liabilities
|
17,403
|
17,488
|
||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding
|
-
|
-
|
||||||
Common stock, $.01 par value; 11,000 shares authorized; 6,313 and 5,644 shares issued,
5,929 and 5,260 shares outstanding at June 30, 2013 and December 31, 2012, respectively
|
63
|
56
|
||||||
Treasury stock at cost, 384 shares at June 30, 2013 and December 31, 2012
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
277,981
|
274,445
|
||||||
Accumulated deficit
|
(268,891
|
)
|
(267,222
|
)
|
||||
Accumulated other comprehensive loss
|
(60
|
)
|
(102
|
)
|
||||
Total stockholders’ equity
|
4,076
|
2,160
|
||||||
$
|
36,065
|
$
|
36,148
|
FOR THE
THREE MONTHS ENDED
June 30,
|
FOR THE
SIX MONTHS ENDED
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenues
|
$
|
6,296
|
$
|
4,205
|
$
|
12,271
|
$
|
8,357
|
||||||||
Cost of Sales
|
(1,481
|
)
|
(991
|
)
|
(3,258
|
)
|
(2,037
|
)
|
||||||||
Gross Margin
|
4,815
|
3,214
|
9,013
|
6,320
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Selling, general and administrative
|
3,448
|
2,334
|
6,724
|
4,467
|
||||||||||||
Research and development
|
664
|
591
|
1,364
|
1,181
|
||||||||||||
Amortization of intangible assets
|
582
|
292
|
1,164
|
586
|
||||||||||||
Total Operating Expenses
|
4,694
|
3,217
|
9,252
|
6,234
|
||||||||||||
Income/(Loss) From Operations
|
121
|
(3
|
)
|
(239
|
)
|
86
|
||||||||||
Other Income (Loss)
|
||||||||||||||||
Interest income
|
-
|
1
|
-
|
2
|
||||||||||||
Loss on disposal of assets
|
-
|
(26
|
)
|
-
|
(36
|
)
|
||||||||||
Loss on debt conversion
|
-
|
-
|
-
|
(198
|
)
|
|||||||||||
Foreign currency translation loss
|
(3)
|
(1
|
)
|
(24
|
)
|
(29
|
)
|
|||||||||
Interest expense and other
|
(520
|
)
|
(118
|
)
|
(1,050
|
)
|
(238
|
)
|
||||||||
Interest expense- amortization of OID and derivative mark-to market
|
(125
|
)
|
(56
|
)
|
(275
|
)
|
(591
|
)
|
||||||||
Total other income (loss)
|
(648
|
)
|
(200
|
)
|
(1,349
|
)
|
(1,090
|
)
|
||||||||
Loss From Operations before Income Taxes
|
(527
|
)
|
(203
|
)
|
(1,588
|
)
|
(1,004
|
)
|
||||||||
Provision for income taxes
|
(42
|
)
|
(120
|
)
|
(81
|
)
|
(166
|
)
|
||||||||
Net Loss
|
$
|
(569
|
)
|
$
|
(323
|
)
|
$
|
(1,669
|
)
|
$
|
(1,170
|
)
|
||||
Other Comprehensive Loss:
|
||||||||||||||||
Foreign currency (loss) gain
|
4
|
(2
|
)
|
42
|
26
|
|||||||||||
Other Comprehensive Loss
|
$
|
(565
|
)
|
$
|
(325
|
)
|
$
|
(1,627
|
)
|
$
|
(1,144
|
)
|
||||
Basic and Diluted Net Loss Per Share
|
||||||||||||||||
Basic
|
$
|
(0.10
|
)
|
$
|
(0.06
|
)
|
$
|
(0.31
|
)
|
$
|
(0.24
|
)
|
||||
Diluted
|
$
|
(0.10
|
)
|
$
|
(0.06
|
)
|
$
|
(0.31
|
)
|
$
|
(0.24
|
)
|
||||
Weighted Average Basic and Diluted Shares
|
||||||||||||||||
Basic
|
5,497,000
|
4,982,000
|
5,380,000
|
4,841,000
|
||||||||||||
Diluted
|
5,497,000
|
4,982,000
|
5,380,000
|
4,841,000
|
FOR THE
SIX MONTHS ENDED
JUNE 30,
|
||||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(1,669
|
)
|
$
|
(1,170
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
1,523
|
819
|
||||||
Provision for doubtful accounts
|
10
|
37
|
||||||
Share-based compensation
|
69
|
35
|
||||||
Amortization of original issue discount (OID)
|
275
|
126
|
||||||
Loss on sale/disposal of assets
|
-
|
36
|
||||||
Derivative mark-to-market
|
-
|
465
|
||||||
Loss on debt conversion
|
-
|
198
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Notes receivable
|
10
|
-
|
||||||
Accounts receivable
|
54
|
(157
|
)
|
|||||
Inventory
|
6
|
(40
|
)
|
|||||
Prepaid expenses and other assets
|
30
|
62
|
||||||
Accounts payable
|
(605
|
)
|
400
|
|||||
Accrued expenses and other long-term obligations
|
651
|
221
|
||||||
Deferred revenue
|
442
|
(94
|
)
|
|||||
Net cash provided by operating activities
|
796
|
938
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Net purchases of property and equipment
|
(245
|
)
|
(151
|
)
|
||||
Collection of note receivable
|
-
|
72
|
||||||
Net cash used in investing activities
|
(245
|
)
|
(79
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments on notes payable
|
(2,726
|
)
|
(290
|
)
|
||||
Payments on amendment of senior notes payable
|
(188
|
)
|
-
|
|||||
Net proceeds from issuance of common stock
|
3,461
|
-
|
||||||
Payments on conversion of subordinated notes payable
|
-
|
(222
|
)
|
|||||
Proceeds from line of credit
|
-
|
55
|
||||||
Payments on capital leases
|
(43
|
)
|
(18
|
)
|
||||
Net proceeds from exercise of options
|
13
|
16
|
||||||
Net cash provided by (used in) financing activities
|
517
|
(459
|
)
|
|||||
Effect of translation exchange rates
|
50
|
26
|
||||||
Net increase (decrease) in cash and cash equivalents
|
1,118
|
426
|
||||||
Cash and equivalents at beginning of period
|
2,177
|
1,067
|
||||||
Cash and equivalents at end of period
|
$
|
3,295
|
$
|
1,493
|
||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
656
|
$
|
189
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Conversion of subordinated convertible notes payable to equity
|
-
|
2,247
|