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))
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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
|
DESCRIPTION
|
|
99.1
|
ASURE SOFTWARE, INC. | |||
Dated: November 12, 2014
|
By:
|
/s/ Brad Wolfe | |
Brad Wolfe
|
|||
Chief Financial Officer
|
|||
In thousands, except per share data
|
Q3 2014 | Q3 2013 |
% Change
|
YTD Q3 2014
|
YTD Q3 2013
|
% Change
|
||||||||||||
Revenue
|
$ | 7,030 | $ | 6,470 |
up 9%
|
$ | 20,105 | $ | 18,742 |
up 7%
|
||||||||
Gross Margin
|
$ | 5,435 | $ | 4,928 |
up 10%
|
$ | 15,579 | $ | 13,941 |
up 12%
|
||||||||
Net income (loss)
|
$ | 161 | $ | 109 |
up 48%
|
$ | (354 | ) | $ | (1,560 | ) |
up 77%
|
||||||
EBIDTA, excluding one-times*
|
$ | 1,382 | $ | 1,462 |
down 6%
|
$ | 3,701 | $ | 3,340 |
up 11%
|
||||||||
Diluted net income (loss) per share, excluding one-times*
|
$ | 0.04 | $ | 0.04 | $ | 0.05 | $ | (0.16 | ) |
·
|
Cloud revenue growth was driven with the key sales and upgrades of AsureForce workforce management solutions to ECI Electronic Commerce, Inc., Startek, Inc. and Forum Credit Union in the US and key sales and upgrades of AsureSpace workspace management solutions to KPMG, Deutsche Bank, and Alexander Mann in the UK and Pfizer, Fitch, and the Educational Testing Service in the US.
|
·
|
Expanded the Company’s product portfolio with the introduction of some key first-to-market SaaS-based technologies, including the introduction of NowSpace™, a space scheduling mobile app, the AsureForce AirClock™, a tablet-based time collection device with facial recognition, and SmartTag™, a highly visual SaaS-based asset management solution; also launched new advanced scheduling and enterprise scheduling capabilities within the AsureForce product line.
|
·
|
Expanded the Company’s global presence with new partnerships in South Africa and Dubai and transitioned two of the Company’s largest U.S. partners from on premise to SaaS solutions.
|
·
|
There was a pullback in the third quarter of 22% from our very strong second quarter bookings of $3.9 million. Year to date the trend line for bookings remains strong with an overall increase of 36% and an increase of 28% in cloud bookings.
|
·
|
Net income was $0.03 per share as compared to net income of $.02 per share in the third quarter of 2013. This was the second full quarter with our new re-financing in place. We anticipate being profitable the remainder of the year.
|
·
|
Cloud SaaS-based revenue for the quarter was $3.4 million, up $208,000 or 6% over the third quarter of 2013.
|
·
|
Revenue for the quarter of $7.0 million increased 9% over the $6.5 million in the third quarter 2013.
|
·
|
Recurring revenue as a percent of total revenue was 73% for the quarter as compared to 76% in the third quarter of 2013.
|
·
|
Gross margin for the quarter was $5.4 million compared to $4.9 million in the third quarter 2013, an increase of 10%.
|
·
|
EBITDA* excluding one-time items* for the quarter was approximately $1.4 million compared to $1.5 million in the third quarter of 2013.
|
·
|
Third quarter net income per share, excluding one-times*, was $0.04 compared to $0.04 in the third quarter of 2013.
|
·
|
Cash flow provided by operating activities for the quarter was $924,000 compared to $383,000 in the third quarter 2013, representing an increase of 141%.
|
$000s |
FY 14
|
|||
Revenue
|
$27,000 - $28,000 | |||
EBITDA, excluding one-time items
|
$5,000 - $6,000 | |||
Net income per share, excluding one-time items
|
$0.12 - $0.16 |
|
September 30,
2014
|
December 31,
2013
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
1,637
|
$
|
3,938
|
||||
Restricted cash
|
-
|
400
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $120 and $168 at September 30, 2014 and December 31, 2013, respectively
|
3,722
|
3,902
|
||||||
Inventory
|
318
|
77
|
||||||
Notes receivable
|
-
|
9
|
||||||
Prepaid expenses and other current assets
|
1,339
|
1,334
|
||||||
Total current assets
|
7,016
|
9,660
|
||||||
Property and equipment, net
|
1,243
|
1,233
|
||||||
Goodwill
|
18,401
|
15,005
|
||||||
Intangible assets, net
|
8,160
|
9,679
|
||||||
Other assets
|
24
|
38
|
||||||
Total assets
|
$
|
34,844
|
$
|
35,615
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
750
|
$
|
4,308
|
||||
Accounts payable
|
1,697
|
1,669
|
||||||
Accrued compensation and benefits
|
366
|
473
|
||||||
Other accrued liabilities
|
1,079
|
988
|
||||||
Deferred revenue
|
9,455
|
10,059
|
||||||
Total current liabilities
|
13,347
|
17,497
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
535
|
759
|
||||||
Notes payable
|
15,960
|
12,698
|
||||||
Other liabilities
|
739
|
444
|
||||||
Total long-term liabilities
|
17,234
|
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; 6,434 and 6,353 shares issued,
6,050 and 5,969 shares outstanding at September 30, 2014 and December 31, 2013, respectively
|
64
|
63
|
||||||
Treasury stock at cost, 384 shares at September 30, 2014 and December 31, 2013
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
278,562
|
278,159
|
||||||
Accumulated deficit
|
(269,238
|
)
|
(268,884
|
)
|
||||
Accumulated other comprehensive loss
|
(108
|
)
|
(104
|
)
|
||||
Total stockholders’ equity
|
4,263
|
4,217
|
||||||
$
|
34,844
|
$
|
35,615
|
FOR THE
THREE MONTHS ENDED
September 30,
|
FOR THE
NINE MONTHS ENDED
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Revenues
|
$
|
7,030
|
$
|
6,470
|
$
|
20,105
|
$
|
18,742
|
||||||||
Cost of Sales
|
1,595
|
1,542
|
4,526
|
4,801
|
||||||||||||
Gross margin
|
5,435
|
4,928
|
15,579
|
13,941
|
||||||||||||
Operating expenses
|
||||||||||||||||
Selling, general and administrative
|
3,553
|
3,216
|
10,410
|
9,939
|
||||||||||||
Research and development
|
868
|
736
|
2,444
|
2,100
|
||||||||||||
Amortization of intangible assets
|
494
|
497
|
1,488
|
1,662
|
||||||||||||
Total operating expenses
|
4,915
|
4,449
|
14,342
|
13,701
|
||||||||||||
Income from operations
|
520
|
479
|
1,237
|
240
|
||||||||||||
Other income (loss)
|
||||||||||||||||
Gain on settlement of note payable and litigation
|
-
|
-
|
1,034
|
-
|
||||||||||||
Interest income
|
-
|
48
|
-
|
48
|
||||||||||||
Gain (loss) on sale/disposal of assets
|
-
|
72
|
-
|
72
|
||||||||||||
Loss on debt refinancing
|
-
|
-
|
(1,402
|
)
|
-
|
|||||||||||
Foreign currency translation gain (loss)
|
2
|
5
|
(10
|
)
|
(19
|
)
|
||||||||||
Interest expense and other
|
(288
|
)
|
(328
|
)
|
(1,009
|
)
|
(1,378
|
)
|
||||||||
Interest expense- amortization of original issue discount (OID)
|
(10
|
)
|
(128
|
)
|
(64
|
)
|
(403
|
)
|
||||||||
Total other income (loss), net
|
(296
|
)
|
(331
|
)
|
(1,451
|
)
|
(1,680
|
)
|
||||||||
Income (loss) from operations before income taxes
|
224
|
148
|
(214
|
)
|
(1,440
|
)
|
||||||||||
Income tax provision
|
(63
|
)
|
(39
|
)
|
(140
|
)
|
(120
|
)
|
||||||||
Net income (loss)
|
$
|
161
|
$
|
109
|
$
|
(354
|
)
|
$
|
(1,560
|
)
|
||||||
Other comprehensive income (loss):
|
||||||||||||||||
Foreign currency gain (loss)
|
14
|
(34)
|
(4
|
)
|
8
|
|||||||||||
Other comprehensive income (loss)
|
$
|
175
|
$
|
75
|
$
|
(358
|
)
|
$
|
(1,552
|
)
|
||||||
Basic and diluted net income (loss) per share
|
||||||||||||||||
Basic
|
$
|
0.03
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
(0.28
|
)
|
||||||
Diluted
|
$
|
0.03
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
(0.28
|
)
|
||||||
Weighted average basic and diluted shares
|
||||||||||||||||
Basic
|
6,008,000
|
5,929,000
|
5,986,000
|
5,565,000
|
||||||||||||
Diluted
|
6,284,000
|
6,217,000
|
5,986,000
|
5,565,000
|
FOR THE
NINE MONTHS ENDED
SEPTEMBER 30,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(354
|
)
|
$
|
(1,560
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
2,060
|
2,234
|
||||||
Provision for doubtful accounts
|
20
|
27
|
||||||
Share-based compensation
|
131
|
113
|
||||||
Amortization of original issue discount (OID)
|
64
|
403
|
||||||
Gain on settlement of note payable and litigation
|
(1,034
|
)
|
-
|
|||||
(Gain) loss on sale/disposal of assets
|
-
|
(72
|
)
|
|||||
Interest income on settlement
|
-
|
(48
|
)
|
|||||
Discount on early payoff of Legiant Notes
|
-
|
(135
|
)
|
|||||
Loss on debt refinancing
|
1,402
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash
|
400
|
(150
|
)
|
|||||
Accounts receivable
|
182
|
(672
|
)
|
|||||
Inventory
|
(241
|
)
|
84
|
|||||
Prepaid expenses and other assets
|
(122
|
)
|
196
|
|||||
Accounts payable
|
28
|
(967
|
)
|
|||||
Accrued expenses and other long-term obligations
|
150
|
658
|
||||||
Deferred revenue
|
(1,015
|
)
|
1,058
|
|||||
Net cash provided by operating activities
|
1,671
|
1,169
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisitions net of cash acquired
|
(3,111
|
)
|
-
|
|||||
Net purchases of property and equipment
|
(347
|
)
|
(143
|
)
|
||||
Collection of note receivable
|
9
|
10
|
||||||
Net cash used in investing activities
|
(3,449
|
)
|
(133
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments on notes payable
|
(17,723
|
)
|
(5,707
|
)
|
||||
Proceeds from notes payable
|
18,179
|
2,500
|
||||||
Payments on amendment of senior notes payable
|
(704
|
)
|
-
|
|||||
Net proceeds from issuance of common stock
|
-
|
3,435
|
||||||
Debt financing fees
|
(565
|
)
|
(298
|
)
|
||||
Insurance proceeds for settlement of notes payable dispute, net of expenses
|
373
|
-
|
||||||
Payments on capital leases
|
(104
|
)
|
(64
|
)
|
||||
Net proceeds from exercise of options
|
24
|
13
|
||||||
Net cash used in financing activities
|
(520
|
)
|
(121
|
)
|
||||
Effect of translation exchange rates
|
(3
|
)
|
14
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(2,301
|
)
|
929
|
|||||
Cash and equivalents at beginning of period
|
3,938
|
2,177
|
||||||
Cash and equivalents at end of period
|
$
|
1,637
|
$
|
3,106
|
||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
937
|
$
|
361
|
Non-cash Investing and Financing Activities:
|
||||||||
Conversion of subordinated convertible notes payable to equity
|
249
|
-
|
||||||
Accrued contingent consideration upon acquisition
|
327
|
-
|
$000s
|
September 30,
2014
|
September 30,
2013
|
||||||
Net Income (Loss)
|
161 | 109 | ||||||
Interest and amortization of OID
|
298 | 456 | ||||||
Tax
|
63 | 39 | ||||||
Depreciation
|
115 | 111 | ||||||
Amortization
|
578 | 599 | ||||||
Stock Compensation
|
50 | 44 | ||||||
EBITDA
|
1,265 | 1,358 | ||||||
One-time items
|
117 | 104 | ||||||
EBITDA excluding one-time items
|
1,382 | 1,462 |
$000s
|
September 30,
2014
|
September 30,
2013
|
||||||
Net Income (Loss)
|
(354 | ) | (1,560 | ) | ||||
Interest and amortization of OID
|
1,073 | 1,781 | ||||||
Tax
|
140 | 120 | ||||||
Depreciation
|
337 | 331 | ||||||
Amortization
|
1,723 | 1,903 | ||||||
Stock Compensation
|
131 | 113 | ||||||
EBITDA
|
3,050 | 2,688 | ||||||
One-time items
|
651 | 652 | ||||||
EBITDA excluding one-time items
|
3,701 | 3,340 |
$000s
|
FOR THE THREE MONTHS ENDED September 30
|
|||||||
2014
|
2013
|
|||||||
Net Income (Loss)
|
161 | 109 | ||||||
Legal & Professional Services
|
107 | 224 | ||||||
Severance, Recruitment & Relocation
|
- | - | ||||||
Gain on sale of assets
|
- | (72 | ) | |||||
Interest income from settlement
|
- | (48 | ) | |||||
Other one-time items (net)
|
10 | - | ||||||
Sub-total excluding Taxes
|
117 | 104 | ||||||
Sub-total one-time items
|
117 | 104 | ||||||
Net Gain/(Loss) excluding one-time items
|
278 | 213 |
$000s
|
FOR THE NINE MONTHS ENDED September 30
|
|||||||
2014
|
2013
|
|||||||
Net Loss
|
(354 | ) | (1,560 | ) | ||||
Loss on Debt Refinancing
|
1,402 | - | ||||||
Gain on Settlement of Note Payable and litigation
|
(1,034 | ) | - | |||||
Legal & Professional Services
|
187 | 534 | ||||||
Severance, Recruitment & Relocation
|
73 | 160 | ||||||
Gain on sale of assets
|
- | (72 | ) | |||||
Interest income from settlement
|
- | (48 | ) | |||||
Other one-time items (net)
|
23 | 78 | ||||||
Sub-total excluding Taxes and MTM
|
651 | 652 | ||||||
Sub-total one-time items
|
651 | 652 | ||||||
Net Gain/(Loss) excluding one-time items
|
297 | (908 | ) |
$000s
|
FOR THE THREE MONTHS ENDED
September 30
|
|||||||
2014
|
2013
|
|||||||
Revenue
|
7,030 | 6,470 | ||||||
Adjustment
|
- | 40 | ||||||
Non- GAAP revenue
|
7,030 | 6,510 |
$000s
|
FOR THE NINE MONTHS ENDED
September 30
|
|||||||
2014
|
2013
|
|||||||
Revenue
|
20,105 | 18,742 | ||||||
Adjustment
|
- | 403 | ||||||
Non- GAAP revenue
|
20,105 | 19,145 |