Delaware
|
0-20008
|
74-2415696
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File No.)
|
(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)
|
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))
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EXHIBIT NUMBER
|
DESCRIPTION
|
|
99.1
|
· Third quarter EBITDA*, excluding one-time items*, was $1.46 million vs. guidance range of $1.3 to $1.5 million
· Third quarter revenue of $6.5 million vs. guidance range of $6.3 to $6.6 million
· Third quarter net income per share, excluding one-times* was $0.04
|
·
|
Transitioned several key customers from On Premise to Cloud-based SaaS solutions; notable migrations include Sears Holding, Weill Cornell Medical College and Sensata Technologies. These migrations demonstrate continued strong customer demand and success toward our strategy to focus on SaaS-based solutions.
|
·
|
Announced the successful completion of debt consolidation initiatives. Asure Software entered into the Third Amendment to the Loan Agreement with Deerpath Funding, LP. Under this amendment, we borrowed an additional $2.5 million and obtained a commitment from Deerpath to lend Asure Software an additional $1.5 million on or before December 31, 2013. We used the net proceeds to pay two Legiant Acquisition Notes totaling $1.7 million, as well as two related party 15 percent Notes totaling $800,000. These loans were all due in October 2014.
|
·
|
Sold the Web Event customer base to Active Data Exchange resulting in a one-time gain of $72,000 in the quarter. Moving the book of business to a leader in community calendar software allows Asure Software to place clients with a strong partner and gain a tighter focus on product development for core offerings.
|
·
|
Revenue for the quarter was $6.5 million as compared to $6.3 million in the previous quarter and $5.7 million in the third quarter 2012, an increase of 3.2% and 14.0%, respectively.
|
·
|
Gross margin for the quarter was $4.9 million compared to $4.8 million in the previous quarter and $4.7 million in the third quarter 2012, an increase of 2.1% and 4.3%, respectively.
|
·
|
EBITDA* excluding one-time items* for the quarter was approximately $1.46 million compared to $1.15 million in the previous quarter and $906,000 in the third quarter of 2012. One-time items* in the quarter were approximately $104,000 down from $228,000 in the previous quarter and down from $739,000 in the third 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 76% for the quarter as compared to 78% for the previous quarter and 80% in the third quarter of 2012.
|
·
|
Cloud SaaS-based revenue for the quarter increased to $3.2 million up $92,000 and 2.9% over the previous quarter and up $433,000, or 15.5% over the third quarter of 2012.
|
·
|
Cloud SaaS-based bookings for the quarter decreased by 3% from the previous quarter and increased by 10% from the third quarter of 2012.
|
Company Outlook
$000s
|
FY 13
|
|||
Revenue
|
$ | 25,000 - $26,000 | ||
EBITDA, excluding one-time items
|
$ | 4,800 - $5,500 |
FOR THE THREE MONTHS ENDED
|
||||||||||||
$000s
|
September 30, 2013
|
September 30, 2012
|
Inc/Dec
|
|||||||||
Net Income (Loss)
|
109 | (1,228 | ) | 1,337 | ||||||||
Interest and amortization of OID
|
456 | 578 | (122 | ) | ||||||||
Tax
|
39 | 30 | 9 | |||||||||
Depreciation
|
111 | 56 | 55 | |||||||||
Amortization
|
599 | 699 | (100 | ) | ||||||||
Stock Compensation
|
44 | 32 | 12 | |||||||||
EBITDA
|
1,358 | 167 | 1,191 | |||||||||
One-time items
|
104 | 739 | (635 | ) | ||||||||
EBITDA excluding one-time items
|
1,462 | 906 | 556 |
FOR THE NINE MONTHS ENDED
|
||||||||||||
$000s
|
September 30, 2013
|
September 30, 2012
|
Inc/Dec
|
|||||||||
Net Loss
|
(1,560 | ) | (2,399 | ) | 839 | |||||||
Interest and amortization of OID
|
1,781 | 942 | 839 | |||||||||
Derivative mark -to-market
|
- | 465 | (465 | ) | ||||||||
Tax
|
120 | 196 | (76 | ) | ||||||||
Depreciation
|
331 | 161 | 170 | |||||||||
Amortization
|
1,903 | 1,413 | 490 | |||||||||
Stock Compensation
|
113 | 66 | 47 | |||||||||
EBITDA
|
2,688 | 844 | 1,844 | |||||||||
One-time items
|
652 | 1,675 | (1,023 | ) | ||||||||
EBITDA excluding one-time items
|
3,340 | 2,519 | 821 |
Reconciliation of GAAP Net Earnings to Net Earnings Excluding One-time items
|
||||||||
$000s
|
FOR THE THREE MONTHS ENDED September 30
|
|||||||
2013
|
2012
|
|||||||
Net Income (Loss)
|
109 | (1,228 | ) | |||||
Legal & Professional Services
|
224 | 439 | ||||||
Severance, Recruitment & Relocation
|
- | 273 | ||||||
Site Consolidation
|
- | 5 | ||||||
Gain on sale of assets
|
(72 | ) | - | |||||
Interest income from settlement
|
(48 | ) | - | |||||
Other one-time items (net)
|
- | 22 | ||||||
Sub-total excluding Taxes
|
104 | 739 | ||||||
Sub-total one-time items
|
104 | 739 | ||||||
Net Gain/(Loss) excluding one-time items
|
213 | (489 | ) |
$000s
|
FOR THE NINE MONTHS ENDED September 30
|
|||||||
2013 | 2012 | |||||||
Net Loss
|
(1,560 | ) | (2,399 | ) | ||||
Legal & Professional Services
|
534 | 982 | ||||||
Severance, Recruitment & Relocation
|
160 | 369 | ||||||
Gain on sale of assets
|
(72 | ) | - | |||||
Interest income from settlement
|
(48 | ) | - | |||||
Site Consolidation
|
- | 55 | ||||||
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 | 50 | ||||||
Sub-total excluding Taxes and MTM
|
652 | 1,674 | ||||||
Sub-total one-time items
|
652 | 2,199 | ||||||
Net Gain/(Loss) excluding one-time items
|
(908 | ) | (200 | ) |
Reconciliation of GAAP Revenue to Non-GAAP revenue
|
||||||||
$000s
|
FOR THE THREE MONTHS ENDED September 30
|
|||||||
2013
|
2012
|
|||||||
Revenue
|
6,470 | 5,659 | ||||||
Adjustment
|
40 | 556 | ||||||
Non- GAAP revenue
|
6,510 | 6,215 |
$000s
|
FOR THE NINE MONTHS ENDED September 30
|
|||||||
2013 | 2012 | |||||||
Revenue
|
18,742 | 14,017 | ||||||
Adjustment
|
403 | 661 | ||||||
Non- GAAP revenue
|
19,145 | 14,678 |
|
September 30,
2013
|
December 31,
2012
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
3,106
|
$
|
2,177
|
||||
Restricted cash
|
400
|
250
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $209 and $182 at September 30, 2013 and December 31, 2012, respectively
|
3,685
|
3,040
|
||||||
Inventory
|
170
|
266
|
||||||
Notes receivable
|
9
|
19
|
||||||
Prepaid expenses and other current assets
|
1,597
|
1,497
|
||||||
Total current assets
|
8,967
|
7,249
|
||||||
Property and equipment, net
|
1,112
|
1,154
|
||||||
Goodwill
|
15,004
|
15,525
|
||||||
Intangible assets, net
|
10,208
|
12,179
|
||||||
Other assets
|
43
|
41
|
||||||
Total assets
|
$
|
35,334
|
$
|
36,148
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
1,965
|
$
|
3,450
|
||||
Accounts payable
|
1,710
|
2,713
|
||||||
Accrued compensation and benefits
|
446
|
78
|
||||||
Other accrued liabilities
|
979
|
1,013
|
||||||
Deferred revenue
|
10,315
|
9,246
|
||||||
Total current liabilities
|
15,415
|
16,500
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
633
|
637
|
||||||
Notes payable- related party
|
-
|
800
|
||||||
Notes payable
|
14,693
|
15,887
|
||||||
Other liabilities
|
424
|
164
|
||||||
Total long-term liabilities
|
15,750
|
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 September 30, 2013 and December 31, 2012, respectively
|
63
|
56
|
||||||
Treasury stock at cost, 384 shares at September 30, 2013 and December 31, 2012
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
277,999
|
274,445
|
||||||
Accumulated deficit
|
(268,782
|
)
|
(267,222
|
)
|
||||
Accumulated other comprehensive loss
|
(94
|
)
|
(102
|
)
|
||||
Total stockholders’ equity
|
4,169
|
2,160
|
||||||
$
|
35,334
|
$
|
36,148
|
FOR THE
THREE MONTHS ENDED
September 30,
|
FOR THE
NINE MONTHS ENDED
September 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenues
|
$
|
6,470
|
$
|
5,659
|
$
|
18,742
|
$
|
14,017
|
||||||||
Cost of Sales
|
(1,542
|
)
|
(936
|
)
|
(4,801
|
)
|
(2,973
|
)
|
||||||||
Gross Margin
|
4,928
|
4723
|
13,941
|
11,044
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Selling, general and administrative
|
3,216
|
3,975
|
9,939
|
8,443
|
||||||||||||
Research and development
|
736
|
809
|
2,100
|
1,991
|
||||||||||||
Amortization of intangible assets
|
497
|
573
|
1,662
|
1,158
|
||||||||||||
Total Operating Expenses
|
4,449
|
5,357
|
13,701
|
11,592
|
||||||||||||
Income (Loss) From Operations
|
479
|
(634
|
)
|
240
|
(548
|
)
|
||||||||||
Other Income (Loss)
|
||||||||||||||||
Interest income
|
48
|
-
|
48
|
3
|
||||||||||||
Gain (loss) on sale/disposal of assets
|
72
|
9
|
72
|
(28
|
)
|
|||||||||||
Loss on debt conversion
|
-
|
-
|
-
|
(198
|
)
|
|||||||||||
Foreign currency translation gain (loss)
|
5
|
7
|
(19
|
)
|
(22
|
)
|
||||||||||
Interest expense and other
|
(328
|
)
|
(520
|
)
|
(1,378
|
)
|
(759
|
)
|
||||||||
Interest expense- amortization of OID and derivative mark-to market
|
(128
|
)
|
(60
|
)
|
(403
|
)
|
(651
|
)
|
||||||||
Total other income (loss), net
|
(331
|
)
|
(564
|
)
|
(1,680
|
)
|
(1,655
|
)
|
||||||||
Income (Loss) From Operations before Income Taxes
|
148
|
(1,198
|
)
|
(1,440
|
)
|
(2,203
|
)
|
|||||||||
Income tax provision
|
(39)
|
(30
|
)
|
(120
|
)
|
(196
|
)
|
|||||||||
Net Income (Loss)
|
$
|
109
|
$
|
(1,228
|
)
|
$
|
(1,560
|
)
|
$
|
(2,399
|
)
|
|||||
Other Comprehensive Income (Loss):
|
||||||||||||||||
Foreign currency gain (loss)
|
(34)
|
(2
|
)
|
8
|
24
|
|||||||||||
Other Comprehensive Income (Loss)
|
$
|
75
|
$
|
(1,230
|
)
|
$
|
(1,552
|
)
|
$
|
(2,375
|
)
|
|||||
Basic and Diluted Net Income (Loss) Per Share
|
||||||||||||||||
Basic
|
$
|
0.02
|
$
|
(0.23
|
)
|
$
|
(0.28
|
)
|
$
|
(0.48
|
)
|
|||||
Diluted
|
$
|
0.02
|
$
|
(0.23
|
)
|
$
|
(0.28
|
)
|
$
|
(0.48
|
)
|
|||||
Weighted Average Basic and Diluted Shares
|
||||||||||||||||
Basic
|
5,929,000
|
5,245,000
|
5,565,000
|
4,976,000
|
||||||||||||
Diluted
|
6,217,000
|
5,245,000
|
5,565,000
|
4,976,000
|
FOR THE
NINE MONTHS ENDED
SEPTEMBER 30,
|
||||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(1,560
|
)
|
$
|
(2,399
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
2,234
|
1,574
|
||||||
Provision for doubtful accounts
|
27
|
168
|
||||||
Share-based compensation
|
113
|
67
|
||||||
Amortization of original issue discount (OID)
|
403
|
186
|
||||||
(Gain) loss on sale/disposal of assets
|
(72
|
)
|
36
|
|||||
Interest income on settlement of post-closing working capital adjustment dispute
|
(48
|
)
|
-
|
|||||
Discount on early payoff of Legiant Notes
|
(135
|
)
|
-
|
|||||
Derivative mark-to-market
|
-
|
465
|
||||||
Loss on debt conversion
|
-
|
198
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash
|
(150
|
)
|
-
|
|||||
Notes receivable
|
10
|
(10
|
)
|
|||||
Accounts receivable
|
(672
|
)
|
832
|
|||||
Inventory
|
84
|
(69
|
)
|
|||||
Prepaid expenses and other assets
|
196
|
(133
|
)
|
|||||
Accounts payable
|
(967
|
)
|
378
|
|||||
Accrued expenses and other long-term obligations
|
658
|
(299
|
)
|
|||||
Deferred revenue
|
1,058
|
877
|
||||||
Net cash provided by operating activities
|
1,179
|
1,871
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Net purchases of property and equipment
|
(143
|
)
|
(167
|
)
|
||||
Acquisitions net of cash acquired
|
-
|
(9,800
|
)
|
|||||
Collection of note receivable
|
-
|
72
|
||||||
Net cash used in investing activities
|
(143
|
)
|
(9,895
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
2,500
|
14,500
|
||||||
Payments on notes payable
|
(5,707
|
)
|
(3,415
|
)
|
||||
Payments on conversion of subordinated notes payable
|
-
|
(222
|
)
|
|||||
Payments on line of credit
|
-
|
(500
|
)
|
|||||
Payments on capital leases
|
(64
|
)
|
(21
|
)
|
||||
Debt financing fees
|
(298
|
)
|
(680
|
)
|
||||
Net proceeds from issuance of common stock
|
3,435
|
-
|
||||||
Net proceeds from exercise of stock options
|
13
|
15
|
||||||
Net cash provided by (used in) financing activities
|
(121
|
)
|
9,677
|
|||||
Effect of translation exchange rates
|
14
|
26
|
||||||
Net increase (decrease) in cash and cash equivalents
|
929
|
1,679
|
||||||
Cash and equivalents at beginning of period
|
2,177
|
1,067
|
||||||
Cash and equivalents at end of period
|
$
|
3,106
|
$
|
2,746
|
||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
361
|
$
|
437
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Conversion of subordinated convertible notes payable to equity
|
-
|
2,247
|
||||||
Issuance of common stock upon acquisition
|
-
|
747
|