Delaware
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0-20008
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74-2415696
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(State or other jurisdiction of incorporation or organization)
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(Commission File No.)
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(IRS Employer Identification No.)
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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
|
In thousands, except per share data
|
Q1 2015 | Q1 2014 |
% Change
|
||||||
Revenue
|
$ | 6,332 | $ | 6,527 |
down 3%
|
||||
Gross margin
|
$ | 4,680 | $ | 4,969 |
down 6%
|
||||
Net loss
|
$ | (483 | ) | $ | (530 | ) |
improved 9%
|
||
EBITDA, excluding one-times*
|
$ | 970 | $ | 1,140 |
down 15%
|
||||
Diluted net loss per share, excluding one-times*
|
$ | (0.03 | ) | $ | (0.02 | ) |
·
|
Closed cloud-based and mobile sales with new clients Allstate, Ricoh for Thompson Hine, St David’s Medical Center and BCBS of Massachusetts.
|
·
|
Accelerated client conversions from on premise to on demand solutions and product expansions, including upgrades to McKool Smith, P.C., Horizon Lines, Royal Bank of Canada, KPMG, State Street and the United States Army.
|
·
|
Made operational improvements to optimize costs:
|
o
|
Supply chain process improvements and improved COGS anticipated to drive 25% savings on certain hardware products. Based on projected 2015 sales units, this would save the company approximately $160,000.
|
o
|
Consolidated Framingham, MA and Warwick, RI offices to a centralized location in Dedham, MA, resulting in annual savings of $120,000; also opened new London office as a new European headquarters.
|
·
|
Reorganized sales team to introduce a new National Account Sales Executive team consisting of seasoned sales executives focused on larger deals in the enterprise and global markets.
|
·
|
The company will start reporting backlog on a quarterly basis beginning Q2 2015. Asure Software defines backlog as sales bookings that have not yet turned into revenue or deferred revenue, including both repetitive and non-repetitive product lines. For repetitive products, one year’s value is included in backlog.
|
·
|
Introduced new product enhancements and touch panels with a sleeker design and enhanced features that make viewing and scheduling schedule space and resources easier.
|
·
|
Cloud and mobile bookings decreased by 22% from the first quarter 2014. Contributing to this decrease is the sales force reorganization described above and longer enterprise and global sales cycles correlated to larger average deal sizes.
|
·
|
Revenue for the quarter was $6.3 million as compared to $6.5 million in the first quarter 2014, a decrease of 3%.
|
·
|
Recurring revenue as a percent of total revenue was 79% for the quarter as compared to 76% in the first quarter of 2014.
|
·
|
Gross margin for the quarter was $4.7 million compared to $5.0 million in the first quarter 2014, a decrease of 6%.
|
·
|
EBITDA* excluding one-time items* for the quarter was approximately $970,000 compared to $1.14 million in the first quarter of 2014, a decrease of 15%.
|
·
|
First quarter net loss per share, excluding one-times*, was $(0.03) compared to $(0.02) in the first quarter of 2014.
|
·
|
Cash flow provided by operating activities for the quarter was $546,000 compared to $71,000 in the first quarter 2014, an increase of 669%.
|
$000s
|
FY 15
|
Revenue
|
$30,000
|
EBITDA, excluding one-time items
|
$5,600
|
Net income per share, excluding one-time items
|
$0.25
|
|
March 31,
2015
|
December 31,
2014
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
274
|
$
|
320
|
||||
Accounts receivable, net of allowance for doubtful accounts of $117 and $120 at
March 31, 2015 and December 31, 2014, respectively
|
4,879
|
5,295
|
||||||
Inventory
|
263
|
170
|
||||||
Prepaid expenses and other current assets
|
1,172
|
1,303
|
||||||
Total current assets
|
6,588
|
7,088
|
||||||
Property and equipment, net
|
1,997
|
1,539
|
||||||
Goodwill
|
17,436
|
17,500
|
||||||
Intangible assets, net
|
7,707
|
8,322
|
||||||
Other assets
|
420
|
19
|
||||||
Total assets
|
$
|
34,148
|
$
|
34,468
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
750
|
$
|
750
|
||||
Accounts payable
|
2,181
|
1,533
|
||||||
Accrued compensation and benefits
|
225
|
350
|
||||||
Other accrued liabilities
|
1,129
|
1,128
|
||||||
Deferred revenue
|
10,265
|
10,641
|
||||||
Total current liabilities
|
14,550
|
14,402
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
339
|
475
|
||||||
Notes payable
|
14,502
|
14,381
|
||||||
Other liabilities
|
684
|
739
|
||||||
Total long-term liabilities
|
15,525
|
15,595
|
||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding
|
-
|
-
|
||||||
Common stock, $.01 par value; 11,000 shares authorized; 6,443 and 6,434 shares issued,
6,059 and 6,050 shares outstanding at March 31, 2015 and December 31, 2014, respectively
|
64
|
64
|
||||||
Treasury stock at cost, 384 shares at March 31, 2015 and December 31, 2014
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
278,735
|
278,656
|
||||||
Accumulated deficit
|
(269,629
|
)
|
(269,146
|
)
|
||||
Accumulated other comprehensive loss
|
(80
|
)
|
(86
|
)
|
||||
Total stockholders’ equity
|
4,073
|
4,471
|
||||||
Total liabilities and stockholders’ equity
|
$
|
34,148
|
$
|
34,468
|
FOR THE
THREE MONTHS ENDED
MARCH 31,
|
||||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
6,332
|
$
|
6,527
|
||||
Cost of sales
|
1,652
|
1,558
|
||||||
Gross margin
|
4,680
|
4,969
|
||||||
Operating expenses
|
||||||||
Selling, general and administrative
|
3,449
|
3,362
|
||||||
Research and development
|
738
|
721
|
||||||
Amortization of intangible assets
|
505
|
497
|
||||||
Total operating expenses
|
4,692
|
4,580
|
||||||
Income (loss) from operations
|
(12
|
)
|
389
|
|||||
Other income (loss)
|
||||||||
Loss on lease termination
|
(110
|
)
|
-
|
|||||
Gain on settlement of note payable and litigation
|
-
|
1,034
|
||||||
Loss on debt refinancing
|
-
|
(1,402
|
)
|
|||||
Foreign currency loss
|
(11
|
)
|
(2
|
)
|
||||
Interest expense and other
|
(282
|
)
|
(457
|
)
|
||||
Interest expense – amortization of original issue discount (OID)
|
(8
|
)
|
(50
|
)
|
||||
Total other loss, net
|
(411
|
)
|
(877
|
)
|
||||
Loss from operations before income taxes
|
(423
|
)
|
(488
|
)
|
||||
Income tax provision
|
(60
|
)
|
(42
|
)
|
||||
Net loss
|
$
|
(483
|
)
|
$
|
(530
|
)
|
||
Other comprehensive income (loss):
|
||||||||
Foreign currency gain (loss)
|
6
|
(8
|
)
|
|||||
Other comprehensive loss
|
$
|
(477
|
)
|
$
|
(538
|
)
|
||
Basic and diluted net loss per share
|
||||||||
Basic
|
$
|
(0.08
|
)
|
$
|
(0.09
|
)
|
||
Diluted
|
$
|
(0.08
|
)
|
$
|
(0.09
|
)
|
||
Weighted average basic and diluted shares
|
||||||||
Basic
|
6,055,000
|
5,971,000
|
||||||
Diluted
|
6,055,000
|
5,971,000
|
FOR THE
THREE MONTHS ENDED
MARCH 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(483
|
)
|
$
|
(530
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
785
|
686
|
||||||
Provision for doubtful accounts
|
15
|
-
|
||||||
Share-based compensation
|
37
|
39
|
||||||
Amortization of original issue discount (OID)
|
8
|
50
|
||||||
Gain on settlement of note payable and litigation
|
-
|
(1,034
|
)
|
|||||
Loss on debt refinancing
|
-
|
1,402
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
401
|
(311
|
)
|
|||||
Inventory
|
(93
|
)
|
(2
|
)
|
||||
Prepaid expenses and other assets
|
(195
|
)
|
(17
|
)
|
||||
Accounts payable
|
648
|
181
|
||||||
Accrued expenses and other long-term obligations
|
(65
|
)
|
(286
|
)
|
||||
Deferred revenue
|
(512
|
)
|
(107
|
)
|
||||
Net cash provided by operating activities
|
546
|
71
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases of property and equipment
|
(658
|
)
|
(168
|
)
|
||||
Disposals of property and equipment
|
26
|
-
|
||||||
Collection of note receivable
|
-
|
5
|
||||||
Net cash used in investing activities
|
(632
|
)
|
(163)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
1,000
|
15,000
|
||||||
Payments on notes payable
|
(887
|
)
|
(16,248
|
)
|
||||
Payments on amendment of senior notes payable
|
(75
|
)
|
(704
|
)
|
||||
Debt financing fees
|
-
|
(575
|
)
|
|||||
Payments on capital leases
|
(51
|
)
|
(32
|
)
|
||||
Insurance proceeds for settlement of notes payable dispute, net of expenses
|
-
|
373
|
||||||
Net proceeds from exercise of stock options
|
42
|
21
|
||||||
Net cash provided by (used in) financing activities
|
29
|
(2,165
|
)
|
|||||
Effect of foreign exchange rates
|
11
|
(9
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(46
|
)
|
(2,266
|
)
|
||||
Cash and cash equivalents at beginning of period
|
320
|
3,938
|
||||||
Cash and cash equivalents at end of period
|
$
|
274
|
$
|
1,672
|
||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
197
|
$
|
484
|
$000s | March 31, 2015 | March 31, 2014 | ||||||
Net Loss
|
(483 | ) | (530 | ) | ||||
Interest and amortization of OID
|
288 | 507 | ||||||
Tax
|
60 | 42 | ||||||
Depreciation
|
174 | 113 | ||||||
Amortization
|
611 | 573 | ||||||
Stock Compensation
|
37 | 39 | ||||||
EBITDA
|
687 | 744 | ||||||
One-time items
|
283 | 396 | ||||||
EBITDA excluding one-time items
|
970 | 1,140 |
$000s |
FOR THE THREE MONTHS ENDED
March 31
|
|||||||||
2015 | 2014 | |||||||||
Net Income (Loss)
|
(483 | ) | (530 | ) | ||||||
Legal & Professional Services
|
8 | 28 | ||||||||
Loss on Debt Refinancing
|
- | 1,402 | ||||||||
Gain on Settlement of Note Payable and litigation
|
- | (1,034 | ) | |||||||
Severance, Recruitment & Relocation
|
55 | - | ||||||||
Gain on sale of assets
|
- | - | ||||||||
Interest income from settlement
|
- | - | ||||||||
Other one-time items (net)
|
220 | - | ||||||||
Sub-total excluding Taxes | 283 | 396 | ||||||||
Sub-total one-time items
|
283 | 396 | ||||||||
Net Income (Loss) excluding one-time items
|
(200 | ) | (134 | ) |