SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended: Commission File Number:
March 31, 2004 O-14741
ASA International Ltd.
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(Exact name of Registrant as specified in its Charter)
Delaware 02-0398205
-------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10 Speen Street, Framingham, MA 01701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (508) 626-2727
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
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Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes: No: X
---
As of March 31, 2004 there were 1,910,764 shares of Common Stock of the
Registrant outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
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ASA INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
----------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,018,636 $ 4,745,899
Marketable securities-mutual fund 1,505,604 --
Receivables:
Trade-net 1,848,161 1,466,719
Related parties 36,897 37,942
Other 36,795 26,348
Current portion of note receivable 519,856 475,157
Other current assets 162,771 153,369
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TOTAL CURRENT ASSETS 9,128,720 6,905,434
----------- -----------
PROPERTY AND EQUIPMENT:
Land and buildings 3,449,660 3,449,660
Computer equipment 2,396,843 2,382,102
Office furniture and equipment 1,043,404 1,026,689
Leasehold improvements 115,846 115,846
Vehicles and aircraft 1,192,893 1,141,710
Capital leases 93,146 93,146
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8,291,792 8,209,153
Accumulated depreciation and amortization 4,313,937 4,221,458
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NET PROPERTY AND EQUIPMENT 3,977,855 3,987,695
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SOFTWARE
(less cumulative amortization
of $6,763,751 and $6,613,115 ) 1,101,992 1,252,628
RECEIVABLES FROM RELATED PARTIES -
net of current portion 246,774 255,093
NOTES RECEIVABLE - net of current portion 1,537,074 1,689,867
GOODWILL 942,795 942,795
MARKETABLE SECURITIES 855,563 1,669,625
OTHER ASSETS 1,079,495 1,095,417
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$18,870,268 $17,798,554
=========== ===========
See notes to consolidated financial statements.
2
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2004 2003
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LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Current maturities of long-term obligations $ 79,452 $ 83,982
Accounts payable 473,945 418,946
Accrued expenses - other 1,087,218 1,215,529
Accrued income taxes 818,373 344,025
Accrued commissions 163,490 141,780
Customer deposits 183,072 278,747
Deferred revenue 884,290 838,464
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TOTAL CURRENT LIABILITIES 3,689,840 3,321,473
----------- -----------
LONG-TERM OBLIGATIONS,
NET OF CURRENT MATURITIES 3,189,210 3,210,434
----------- -----------
DEFERRED INCOME TAXES 331,475 447,100
----------- -----------
COMMON STOCK SUBJECT TO REPURCHASE 191,265 383,044
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, par value
$.01 per share: Authorized and unissued,
1,000,000 shares, 60,000 shares of which are
designated as Series A Junior Participating
Preferred Stock -- --
Common stock, par value
$.01 per share: Authorized, 8,000,000 shares;
issued 2,485,477 and 2,485,477 shares;
outstanding, 1,910,764 and 1,924,653 shares 24,855 24,855
Additional paid-in capital 7,255,992 7,101,709
Retained earnings 5,796,476 4,745,346
Accumulated other comprehensive income:
Unrealized gain on marketable securities 422,213 595,650
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13,499,535 12,467,560
Less treasury stock, at cost 2,031,057 2,031,057
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TOTAL SHAREHOLDERS' EQUITY 11,468,478 10,436,503
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$18,870,268 $17,798,554
=========== ===========
See notes to consolidated financial statements
3
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
Three Months Ended
March 31,
--------------------------
2004 2003
--------------------------
(Unaudited)
REVENUES
Services $ 3,027,401 $ 3,218,989
Product licenses 1,013,430 826,401
Computer and add-on hardware 197,736 249,774
----------- -----------
NET REVENUE 4,238,567 4,295,164
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COST OF REVENUE
Services 1,488,567 1,662,038
Product licenses and development 880,567 878,428
Computer and add-on hardware 149,488 192,027
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TOTAL COST OF REVENUE 2,518,622 2,732,493
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EXPENSES
Marketing and sales 791,514 871,321
General and administrative 876,614 926,063
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TOTAL EXPENSES 1,668,128 1,797,384
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EARNINGS (LOSS) FROM OPERATIONS 51,817 (234,713)
INTEREST INCOME(EXPENSE) - NET 12,341 31,322
GAIN ON SALE OF MARKETABLE EQUITY SECURITIES 1,462,972 --
OTHER INCOME (EXPENSE), NET -- 48,616
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EARNINGS (LOSS) BEFORE INCOME TAXES 1,527,130 (154,775)
INCOME TAXES 476,000 (48,000)
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NET EARNINGS (LOSS) $ 1,051,130 $ (106,775)
=========== ===========
BASIC EARNINGS (LOSS) PER
COMMON SHARE
NET EARNINGS (LOSS) $ 0.54 $ (0.05)
=========== ===========
DILUTED EARNINGS (LOSS) PER
COMMON SHARE:
NET EARNINGS (LOSS) $ 0.53 $ (0.05)
=========== ===========
See notes to consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended
March 31,
----------------------------
2004 2003
----------------------------
(Unaudited)
NET INCOME (LOSS) $ 1,051,130 $ (106,775)
OTHER COMPREHENSIVE INCOME (LOSS)
NET OF INCOME TAX
Unrealized gain (loss) on marketable securities, net of tax 719,063 1,972
Reclassification adjustment for securities sold, net of tax (892,500) --
----------- -----------
COMPREHENSIVE INCOME (LOSS) $ 877,693 $ (104,803)
=========== ===========
See notes to consolidated financial statements.
5
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
---------------------------
2004 2003
---------------------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 1,051,130 $ (106,775)
Adjustments to reconcile net earnings (loss)
to net cash provided by (used for) operating activities:
Depreciation and amortization 257,570 331,504
Realized gain on sale of marketable securities (1,462,972) --
Doubtful receivables provision (82,941) (90,524)
Changes in assets and liabilities, net
of effects of acquisitions:
Receivables (307,903) 304,526
Other current assets (9,399) 12,043
Accounts payable 54,999 100,772
Accrued expenses and deferred income taxes 367,749 (610,255)
Customer deposits (95,675) (78,273)
Deferred revenue 45,826 (46,075)
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Total adjustments (1,232,746) (76,282)
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Net cash used for operating activities (181,616) (183,057)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (82,639) (583,944)
Additions to marketable securities-mutual fund (1,505,604) --
Proceeds from sale of marketable securities 1,987,972 --
Payments on notes receivable 108,095 207,848
Decrease in sales-types leases -- 14,756
Other assets 9,781 51,644
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Net cash provided by(used for) investing activities 517,605 (309,696)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in long-term debt -- 446,500
Payments of long-term debt (25,754) (31,681)
Purchase of treasury stock -- (144,651)
Repurchase of common stock subject to repurchase (37,498) (37,498)
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Net cash provided by (used for) financing activities (63,252) 232,670
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CASH AND CASH EQUIVALENTS:
Net increase (decrease) 272,737 (260,083)
Balance, beginning of year 4,745,899 4,509,686
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Balance, end of period $ 5,018,636 $ 4,249,603
=========== ===========
See notes to consolidated financial statements.
6
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
---------------------
As permitted by the rules of the Securities and Exchange Commission applicable
to quarterly reports on Form 10-Q, these notes are condensed and do not contain
all disclosures required by accounting principles generally accepted in the
United States. Reference should be made to the financial statements and related
notes included in the Company's Annual Report on Form 10-K.
In the opinion of management, the accompanying financial statements reflect all
adjustments, all of which were of a normal recurring nature necessary for a fair
presentation of the Company's results of operations for the three months ended
March 31, 2004 and March 31, 2003, respectively.
The results disclosed in the Condensed Consolidated Statement of Operations for
the three months ended March 31, 2004 are not necessarily indicative of the
results expected for the full year.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003.
Note 2. Sale of Marketable Equity Securities
------------------------------------
In March 2004, the Company sold 175,000 shares of common stock of Omtool Ltd. to
Omtool in a private transaction at a price of $11.50 per share for a total of
$2,012,500 in cash, excluding costs related to the sale. The sale resulted in a
pretax gain of approximately $1,463,000. The Company had purchased the shares as
part of an aggregate purchase of 225,625 shares in a transaction completed in
May 2003. The Company currently holds its remaining interest in Omtool for
investment purposes.
During the quarter ended March 31, 2004, the Company reduced its unrealized gain
on marketable securities and deferred income taxes as a result of the sale of
these securities. Also due to the increase in fair value related to the
remaining shares, the Company increased the unrealized gain on marketable
securities, net of the deferred tax effect on such unrealized gain.
7
ASA INTERNATIONAL LTD. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 3. Earnings (Loss) per Share
-------------------------
Three Months Ended
March 31,
--------------------------
2004 2003
----------- ------------
Numerator:
Net earnings (loss) $ 1,051,130 $ (106,775)
=========== ===========
Numerator for diluted earnings (loss) per share -
income available to common shareholders $ 1,051,130 $ (106,775)
=========== ===========
Denominator:
Denominator for basic earnings (loss) per share -
Weighted average shares 1,915,908 2,146,121
Effect of dilutive securities
Employee stock options 53,870 --
----------- -----------
Dilutive potential common shares
Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed conversions 1,969,778 2,146,121
=========== ===========
Basic earnings (loss) per share $ 0.54 $ (0.05)
=========== ===========
Diluted earnings (loss) per share $ 0.53 $ (0.05)
=========== ===========
The following table summarizes securities which were outstanding as of March 31,
2004 and 2003 but not included in the calculation of diluted loss per share
because such shares are antidilutive:
----------- -----------
2004 2003
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Employee Stock Options 52,650 186,565
8
Note 4. Stock Options
-------------
At March 31, 2004, the Company has four stock based compensation plans. The
Company applies APB Opinion 25, "Accounting for Stock Issued to Employees," and
related Interpretations in accounting for its plans. Accordingly, no
compensation cost has been recognized for its stock option plans. Had
compensation cost for the Company's four stock option plans been determined
based on the fair value at the grant dates for awards under those plans
consistent with the method of FASB Statement No. 123, "Accounting for
Stock-Based Compensation," the Company's net earnings (loss) and earnings (loss)
per share would have been adjusted to the pro forma amounts indicated below:
Three Months Ended
March 31,
-----------------------------
2004 2003
---- ----
Net earnings (loss) As reported $1,051,130 $ (106,775)
Pro forma 1,025,328 (120,474)
Basic earnings (loss)
per share As reported $ 0.54 $ (0.05)
Pro forma 0.54 (0.06)
Diluted earnings (loss)
per share As reported $ 0.53 $ (0.05)
Pro forma 0.52 (0.06)
Note 5. Reverse/Forward Stock Splits and Going Private Transaction
----------------------------------------------------------
In April 2004, the Company announced that its Board of Directors had unanimously
approved a reverse 1-for-600 split of the Company's common stock to be followed
immediately by a forward 600-for-1 split. If the transaction is approved by the
Company's stockholders and implemented, the Company expects to have fewer than
300 stockholders of record, which would enable the Company to voluntarily
terminate the registration of its common stock under the Securities Exchange Act
of 1934 and go private. As a private company, the Company would no longer be
required to file periodic reports and other information with the Securities and
Exchange Commission ("SEC").
Pursuant to the transaction, stockholders holding fewer than 600 shares of the
Company common stock immediately before the transaction will receive from the
Company cash payment for fractional shares equal to $5.00 per pre-split share.
Stockholders holding 600 or more shares of the Company common stock immediately
before the transaction will continue to hold the same number of shares after
completion of the transaction and will not receive any cash payment. The Board
of Directors received an opinion from its financial advisor, vFinance
Investments, Inc., that the cash consideration to be paid in the proposed
transaction is fair, from a financial point of view, to the Company's
stockholders.
The proposed transaction is subject to approval by the holders of a majority of
the issued and outstanding shares of the Company common stock. Stockholders will
be asked to approve the transaction at the Company's next annual meeting of
stockholders, currently expected to be held in July of this year.
In April 2004, the Company also filed a preliminary proxy statement and Schedule
13E-3 with the SEC which outlined the transaction.
9
Note 6. Notes Payable - Bank
--------------------
The Company's existing revolving demand loan agreement with a bank for up to
$1,500,000 extends through June 30, 2004. The loan bears interest at prime plus
1/2% and is subject to a formula. The Company expects to renew this agreement,
under similar terms, for an additional year through June 30, 2005.
Note 7. Employee Stock Ownership Plan
-----------------------------
In June 2003, the Company established an Employee Stock Ownership Plan ("ESOP")
effective January 1, 2003. The ESOP is designed to enable Company employees to
accumulate ownership of Company stock. All employees on the payroll of the
Company over the age of 21 and with at least 1,000 hours of Company service
during a plan year are eligible to participate in the ESOP. The ESOP has a
five-year cliff vesting, with credit given for service prior to the ESOP
effective date. Benefits may be paid in a lump sum or installments, in Company
stock, cash or a combination of both.
The Company may, but is not required to, make contributions to the ESOP in cash
or Company stock. The ESOP may borrow money to purchase Company stock. Employee
contributions are not permitted. Company contributions may be used by the ESOP
to repay any current loan obligation incurred to purchase Company stock, to
purchase Company stock from existing shareholders, or to purchase Company stock
directly from the Company. The ESOP may also invest in assets other than Company
stock, or may hold ESOP assets in cash. As of March 31, 2004, no contributions
have been made to the ESOP.
Note 8. Common Stock Subject to Repurchase
----------------------------------
In connection with the Company's merger with CompuTrac, Inc. the Company entered
into a Stock Repurchase Agreement (the "Repurchase Agreement") with Harry W.
Margolis and certain members of his family. During the quarter ended March 31,
2004, the Company was released from its obligation to buy 58,600 shares under
the provisions of the Repurchase Agreement. Therefore, the Company reduced its
liability for common stock subject to repurchase related to these shares. As of
March 31, 2004, the remaining liability consists of 70,839 shares of common
stock subject to repurchase at $2.70 per share.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
This Quarterly report on Form 10-Q contains forward-looking information about
the Company. In addition to the historical information contained herein, the
discussions in this document include statements that constitute forward-looking
statements under the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995, including with respect to the Company's revenues, gross
margins, acquisitions and expected cash flow. The Company is hereby setting
forth statements identifying important factors that may cause the Company's
actual results to differ materially from those set forth in any forward-looking
statements made by the Company. Some of the most significant factors include:
the risks associated with acquisitions; the ability of the Company to adapt to
the rapid changes in the software industry and compete with companies with
significantly greater financial and technical resources; the loss of executive
officers and key personnel who are critical to the Company's business; the
volume and timing of orders received during the period, which are difficult to
forecast; the successful completion and sale of new products and enhancements to
existing products; the availability of additional capital in the future and
financial market volatility; and general economic and business conditions.
Management believes these forward-looking statements are reasonable. However,
caution should be taken not to place undue
10
reliance on any such forward-looking statements since such statements speak only
as of the date when made. Accordingly, there can be no assurances that any
anticipated future results will be achieved and the forward-looking statements
contained herein should not be relied upon as predictions of future results.
Furthermore, the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Results of Operations
First Quarter of 2004
compared to
First Quarter of 2003
(000's omitted)
-------------------------------------------
Revenue Increase / (Decrease)
------------------- ---------------------
2004 2003 Amount Percentage
------- ------- ------ -----------
Product licenses $ 1,014 $ 826 $ 188 23%
Services 3,027 3,219 (192) (6%)
Computer and add-on hardware 198 250 (52) (21%)
------- ------- ------
Net revenue $ 4,239 $ 4,295 $ (56) (1%)
======= ======= ======
REVENUE
Net revenue. The Company designs and develops proprietary enterprise software
for the tire dealer, legal, manufacturing and distribution, and organizations
that provide project-based services markets. The Company's revenues are derived
from the licensing of the Company's software products, from client service and
support, and from the sale of third party computer and add-on hardware. The
Company's total revenues decreased by approximately $56,000, or 1%, for the
quarter ended March 31, 2004, compared to the quarter ended March 31, 2003.
Product licenses. The Company's software license revenues are derived primarily
from the licensing of the Company's enterprise products. Software license
revenues increased by approximately $188,000, or 23%, for the quarter ended
March 31, 2004, compared to the quarter ended March 31, 2003. Product license
revenues increased for all product lines except for the project-based services
systems product line from the first quarter of 2003 when compared to the first
quarter of 2004. The increase in license revenue from the first quarter of 2003
to the first quarter of 2004 was primarily attributable to customer acceptance
of the Company's newer software products and their willingness to make
expenditures on information technology with the improving economic outlook.
Services. The Company's services are comprised of fees generated from training,
consulting, software modifications, and ongoing client support provided under
maintenance agreements that renew automatically unless either party gives prior
notice as specified in the agreements. Service revenues decreased by
approximately $192,000, or 6%, for the quarter ended March 31, 2004, compared to
the quarter ended March 31, 2003. Service revenues decreased for all product
lines except for the tire dealer product line from the first quarter of 2003
when compared to the first quarter of 2004. The decrease in service revenues was
due primarily to decreases in software license revenues during 2003 which were
accompanied by reduced client requirements for training and consulting services.
11
Computer and add-on hardware. The Company's hardware revenues are derived from
the resale of third-party hardware products to the Company's tire systems
clients in conjunction with the licensing of the Company's software. Hardware
revenues decreased by approximately $52,000, or 21%, for the quarter ended March
31, 2004, compared to the same quarter ended March 31, 2003. The decrease in
hardware revenues was due to decreased hardware sales by the tire systems
product line.
COST OF REVENUE
Product licenses and development. The Company's cost of software license
revenues consists of the costs of amortization of capitalized software costs,
and the costs of sublicensing third-party software products. The amount also
includes the expenses associated with the development of new products and the
enhancement of existing products (net of capitalized software costs), which
consist primarily of employee salaries, benefits, and associated overhead costs.
Cost of software license revenues and development remained approximately the
same for the quarter ended March 31, 2004, compared to the quarter ended March
31, 2003. An increase in the cost of product licenses and development for the
tire systems product line was offset by decreases in the cost of product
licenses and development for the Company's other product lines from the first
quarter of 2003 to the first quarter of 2004. The cost of product licenses as a
percentage of product license revenue may fluctuate from period to period due to
the mix of sales of third-party software products in each period contrasted with
certain fixed expenses such as the amortization of capitalized software.
Services. The Company's cost of services consists of the costs incurred in
providing client training, consulting, and ongoing support as well as other
client service-related expenses. Cost of services decreased by approximately
$173,000, or 10%, for the quarter ended March 31, 2004, compared to the quarter
ended March 31, 2003. The change results from the decrease in service revenues
for the comparable period coupled with an increase in the gross margin
percentage for services for the period from approximately 48% in 2003 to 51% in
2004. The Company's revenue and margin from services fluctuate from period to
period due to changes in the mix of contracts and projects.
Computer and add-on hardware. The Company's cost of hardware revenues consists
primarily of the costs of third-party hardware products for the Company's tire
dealer product line. Cost of hardware revenues decreased by approximately
$43,000, or 22%, for the quarter ended March 31, 2004, compared to the quarter
ended March 31, 2003. The gross margin percentage for hardware sales increased
to 24% for the quarter ended March 31, 2004, from 23% for the quarter ended
March 31, 2003. Margins on computer and add-on hardware can fluctuate based on
the mix of computer and ancillary hardware products sold.
EXPENSES
Marketing and sales. The Company's marketing and sales expenses consist
primarily of employee salaries, benefits, commissions and associated overhead
costs, and the cost of marketing programs such as direct mailings, trade shows,
seminars, and related communication costs. Marketing and sales expenses
decreased by approximately $80,000, or 9%, for the quarter ended March 31, 2004,
compared to the quarter ended March 31, 2003. An increase in the marketing and
sales expenses of the tire systems product line was more than off set by a
decrease in these costs for the Company's other product lines from the first
quarter of 2003 to the first quarter of 2004.
General and administrative. The Company's general and administrative expenses
consist primarily of employee salaries and benefits for administrative,
executive, and finance personnel and associated overhead costs, as well as
consulting, accounting, and legal expenses. General and administrative expenses
decreased by approximately $49,000, or 5%, for the quarter ended March 31, 2003,
compared to the quarter ended March 31, 2002. The change primarily reflects a
decrease in general and administrative expenses for the legal, manufacturing and
distribution, project-based services systems product lines, partially offset by
increased expenses related to corporate overhead and the tire systems product
line.
12
Net earnings for the quarter ended March 31, 2004 were approximately $1,156,000,
compared to a net loss of approximately $107,000 for the quarter ended March 31,
2003. The change results from a increase in earnings from operations of
approximately $286,000, a gain on the sale of marketable equity securities of
approximately $1,463,000, and an increase in other income net of approximately
$106,000, partially offset by an decrease in interest income net of
approximately $19,000 and a increase in income tax expense of approximately
$573,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company had total cash and cash equivalents at March 31, 2004 of
approximately $5,019,000, an increase of approximately $273,000 from December
31, 2003. The Company and its subsidiaries had a maximum line of credit totaling
$1,500,000, subject to a formula, which was available at March 31, 2003. At
March 31, 2004, the Company had approximately $1,506,000 invested in marketable
securities, and had no such investments at December 31, 2003.
In March 2004, the Company sold 175,000 shares of common stock of Omtool Ltd. to
Omtool in a private transaction at a price of $11.50 per share for a total of
$2,012,500 in cash. The Company had purchased the shares as part of an aggregate
purchase of 225,625 shares in a transaction completed in May 2003. The Company
currently holds its remaining interest in Omtool for investment purposes.
In April 2004, the Company announced that its Board of Directors had unanimously
approved a reverse 1-for-600 split of the Company's common stock to be followed
immediately by a forward 600-for-1 split. If the transaction is approved by the
Company's stockholders and implemented, the Company expects to have fewer than
300 stockholders of record, which would enable the Company to voluntarily
terminate the registration of its common stock under the Securities Exchange Act
of 1934 and go private. As a private company, the Company would no longer be
required to file periodic reports and other information with the Securities and
Exchange Commission ("SEC").
Pursuant to the transaction, stockholders holding fewer than 600 shares of the
Company common stock immediately before the transaction will receive from the
Company cash payment for fractional shares equal to $5.00 per pre-split share.
Stockholders holding 600 or more shares of the Company common stock immediately
before the transaction will continue to hold the same number of shares after
completion of the transaction and will not receive any cash payment. The Board
of Directors received an opinion from its financial advisor, vFinance
Investments, Inc., that the cash consideration to be paid in the proposed
transaction is fair, from a financial point of view, to the Company's
stockholders. The total cash to be paid for fractional shares is estimated to be
approximately $1,030,000, based on an estimate of approximately 206,000 shares
of Common Stock held by the record and beneficial stockholders holding fewer
than 600 shares. The expenses of the transaction, all of which will be paid by
the Company and which include professional fees and other expenses related to
the transaction, are expected to total approximately $260,000.
The Company has experienced significant fluctuations in its quarterly operating
results and anticipates such fluctuations in the future. Quarterly revenues and
operating results depend on the volume and timing of orders received during the
quarter which are difficult to forecast. Large orders for the Company's products
often have a lengthy sales cycle while the customer evaluates and receives
approvals for the purchase of the products. Accurately predicting the sales
cycle of any large order may be difficult. If one or more large orders fail to
close as forecasted in a fiscal quarter, the Company's revenues and operating
results could be materially adversely affected. In addition, the Company
typically receives a substantial portion of its product orders in the last month
of the quarter. Orders are shipped as received and, as a result, the Company
often has little or no backlog except for support and service revenue. The
Company acknowledges the potential adverse impact that such fluctuations and
general economic uncertainty could have on its ability to maintain liquidity and
raise additional capital.
13
The Company's future financial performance is also dependent in large part on
the successful development, introduction, and customer acceptance of new and
enhanced versions of its software products. Due to the rapid change in vendor
hardware platforms, operating systems, and updated versions, the complexity and
expense of developing, testing, and maintaining the Company's products has
increased. The Company intends, as it has in the past, to fund this development
primarily from its cash from operations and bank debt. There can be no assurance
that these efforts will be successful or result in significant product
enhancements.
Subject to the foregoing, the Company believes that based on the level of
operating revenue, cash on hand, and available bank debt, it has sufficient
capital to finance its ongoing business.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Managements discussion and analysis of the Company's financial condition and
results of operations are based upon the consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities. On an on-going basis, management evaluates
estimates, including those related to the allowance for doubtful accounts,
software, acquired software and other acquired intangibles, the likelihood of
the utilization of certain tax loss carry-backs and carry-forwards for certain
of the transactions completed by the Company, and the valuation allowance on
deferred tax assets. The Company bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company believes the following critical
accounting policies affect its more significant judgments and estimates used in
the preparation of its consolidated financial statements. For a detailed
discussion on the application of these and other accounting policies, see Note A
in the notes to the consolidated financial statements included in the Company's
annual report on Form 10-K for the year ended December 31, 2003.
Accounts Receivable. Accounts receivable balances are evaluated on a continual
basis and allowances are provided for potentially uncollectible accounts based
on management's estimate of the collectibility of customer accounts. If the
financial condition of a customer were to deteriorate, resulting in an
impairment of their ability to make payments, an additional allowance may be
required. Allowance adjustments are charged to operations in the period in which
the facts that give rise to the adjustments become known. The accounts
receivable balance at March 31, 2004 was $1,848,161 net of an allowance of
$106,008 and at December 31, 2003 was $1,466,719 net of an allowance for
doubtful accounts of $122,646.
Revenue Recognition. The Company recognizes revenue in accordance with the
American Institute of Certified Public Accountants (AICPA) Statement of Position
("SOP") 97-2, "Software Revenue Recognition," and SOP 98-9 "Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions."
Revenue is recognized when all of the following are met: pervasive evidence of
an arrangement exists; delivery has occurred; the vendor's fee is fixed and
determinable; and collectibility is probable. For multiple-element license
arrangements, the license fee is allocated to the various elements based on fair
value. When a multiple-element arrangement includes rights to a post-contract
customer support, the portion of the license fee allocated to such support is
recognized ratably over the term of the arrangement. For arrangements to deliver
software that requires significant modification or customization, revenue is
recognized on the percentage-of-completion method.
Computer hardware revenue is recognized upon shipment of product to the client.
Service revenues include post-contract client support, consulting, and training
support. Post-contract client support is generally provided under self-renewing
maintenance agreements. Revenue on these maintenance agreements is recognized
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ratably over the contract term. Consulting and training services revenue is
recognized in the period the service is rendered.
Based on the Company's reading and interpretation of these SOPs, the Company
believes that its current sales contract terms and business arrangements have
been properly reported. However, the AICPA and its Software Revenue Recognition
Task Force continue to issue interpretations and guidance for applying the
relevant standards to a wide range of sales contract terms and business
arrangements that are prevalent in the software industry. Also, the Securities
and Exchange Commission (SEC) has issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," which provides guidance related
to revenue recognition based on interpretations and practices followed by the
SEC. Future interpretations of existing accounting standards or changes in the
Company's business practices could result in future changes in its revenue
accounting policies that could have a material adverse effect on its business,
financial condition and results of operations.
The Company's revenue recognition policy is significant because the Company's
revenue is a key component of its results of operations. In addition, the
Company's revenue recognition determines the timing of certain expenses, such as
commissions and license costs. The Company follows very specific and detailed
guidelines in measuring revenue; however, certain judgments affect the
application of the Company's revenue policy. Revenue results are difficult to
predict, and any shortfall in revenue or delay in recognizing revenue could
cause the Company's operating results to vary significantly from quarter to
quarter and could result in future operating losses.
Software. The Company accounts for the costs of computer software developed in
accordance with Statement of Financial Accounting Standard No. 86. Accordingly,
the costs of purchased software, and of that software developed internally (once
technological feasibility is established) associated with coding new
applications or modules and enhancing and porting existing applications
software, are capitalized. Amortization of these costs is based on the greater
of the charge resulting from the application of either the straight-line method
over five years or the proportion of current sales to estimated future revenues
of each product. The Company periodically reviews the carrying value of its
software to determine whether an impairment exists. Relevant cash flow and
profitability information, including estimated future operating results, trends,
and other available information are considered in assessing whether the carrying
value of the software can be recovered. If it is determined that the carrying
value of the software will not be recovered from the undiscounted cash flows,
the carrying value of the software would be considered impaired and reduced by a
charge to operations in the amount of the impairment. An impairment charge is
measured as any deficiency in the amount of undiscounted future cash flows
available to recover the carrying value related to the software. Future adverse
changes in market conditions could result in an inability of the Company to
recover the carrying value of the software, thereby possibly requiring an
impairment charge in the future.
Goodwill and other acquired intangibles. The determination of the value of such
intangible assets requires management to make estimates and assumptions that
affect the Company's consolidated financial statements. As a result of the
adoption of Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets" ("SFAS 142"), the Company annually reviews goodwill and
other intangible assets that have indefinite lives for impairment and when
events or changes in circumstances indicate the carrying value of these assets
might exceed their current fair values. Fair value is determined using
discounted cash flow analysis, which requires the Company to make certain
assumptions and estimates regarding industry economic factors and future
profitability of acquired businesses. If actual results are not consistent with
these assumptions and judgments, the Company could be exposed to a material
impairment charge.
Long-Lived Assets. The Company accounts for long-lived assets in accordance with
SFAS 144, and accordingly, reviews its long-lived assets and identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. In performing the
review for recoverability, the Company estimates the future cash flows expected
to result from the use of the asset and its eventual disposition. If the sum of
the undiscounted expected future cash flows is less than the carrying amount of
15
the asset, an impairment loss is recognized. Otherwise, an impairment loss is
not recognized. Measurement of an impairment loss for long-lived assets and
identifiable intangibles would be based on the fair value of the asset.
The Company has identified the policies above as critical to the Company's
business operations and the understanding of the Company's results of
operations. The impact and any associated risks related to these policies on the
Company's business operations is discussed in Management's Discussion and
Analysis of Financial Condition and Results of Operations where such policies
affect the Company's reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see Note A
in the Notes to the Consolidated Financial Statements in Item 14 of the
Company's Annual Report on Form 10-K. Note that the Company's preparation of the
Annual Report on Form 10-K requires us to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the Company's financial statements, and
the reported amounts of revenue and expenses during the reporting period. There
can be no assurance that actual results will not differ from those estimates.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
ASA is heavily dependent on the software industry and changes in the industry
could harm ASA's business and operating results.
The software industry is subject to economic cycles and has in the past
experienced, and is likely in the future to experience, recessionary periods. In
particular, many sectors of the software industry are currently experiencing the
effects of a downturn in economic conditions. This downturn is leading to
reduced demand for the services provided by software companies like ASA. These
changes in demand and in economic conditions have resulted and may continue to
result in customer cancellation or rescheduling of orders, which could affect
ASA's results of operations. In addition, a protracted general recession in the
software industry could have a material adverse effect on ASA's business,
financial condition and results of operations.
ASA's operating results may fluctuate substantially, which may cause its stock
price to fall.
ASA's quarterly and annual results of operations have varied in the past, and
ASA's operating results may vary significantly in the future due to a number of
factors including, but not limited to, the following:
o timing of orders from major customers;
o mix of products and services;
o pricing and other competitive pressures;
o delays in new product development, which could cause ASA to be unable to
meet customer delivery schedules;
o economic conditons in the software industry; and
o ASA's ability to time expenditures in anticipation of future revenues.
ASA is subject to risks associated with acquisitions, and these risks could harm
ASA's operating results and cause its stock price to decline.
ASA has historically pursued a strategy of growth through acquisitions. These
acquisitions have primarily involved acquisitions of entire companies.
Acquisitions of companies and businesses and expansion of operations involve
certain risks, including the following:
o the potential inability to successfully integrate acquired operations,
product lines, technologies, personnel and businesses or to realize
anticipated synergies, economies of scale or other value;
16
o diversion of management's attention;
o difficulties in coordinating management of operations at new sites;
o difficulties associated with managing and integrating operations in distant
geographic locations;
o the possible need to restructure, modify or terminate customer
relationships of the acquired company; and
o loss of key employees of acquired operations.
ASA may experience problems in integrating operations previously acquired by ASA
or operations associated with any future acquisition. ASA cannot assure you that
any recent or future acquisition will result in a positive contribution to ASA's
results of operations. In particular, the successful combination of ASA with any
business ASA acquires in the future will require substantial effort for each
company, including the integration and coordination of marketing and sales
efforts. The diversion of the attention of management and any difficulties
encountered in the transition process, including the interruption of, or a loss
of momentum in, the activities of any future acquisition, problems associated
with integration of management information and reporting systems, and delays in
implementation of consolidation plans, could harm ASA's ability to realize the
anticipated benefits of any future acquisition. Any failure by ASA to realize
the anticipated benefits of its acquisitions could harm its business, financial
condition and operating results, and could cause the price of ASA's common stock
to decline. In addition, future acquisitions may result in significantly
dilutive issuances of equity securities, the incurrence of additional debt,
large one-time write-offs and the creation of goodwill or other intangible
assets that could result in amortization expense or impairment charges. These
factors could harm ASA's business, financial condition and operating results and
cause the price of ASA's common stock to decline.
Some executive officers and key personnel are critical to ASA's business and
these officers and key personnel may not remain with ASA in the future.
ASA's success depends upon the continued service of some executive officers and
other key personnel. Generally, ASA's employees are not bound by employment or
non-competition agreements, and there can be no assurance that ASA will retain
its officers and key employees. If ASA loses the services of Alfred C. Angelone,
chairman and chief executive officer of ASA, or one or more of its other
executive officers or key employees, or if one or more of these individuals
decides to join a competitor or otherwise compete with ASA, ASA's business,
operating results and financial condition could be seriously harmed.
ASA may need additional capital in the future, which may not be available.
ASA has entered into a revolving demand loan agreement with a bank for up to
$1,500,000 (which cannot exceed 80% of qualified accounts receivables), bearing
interest at a rate approximating prime plus .5%, which extends through June 30,
2004. The revolving demand loan is subject to certain terms and conditions,
including maintenance of a stated tangible net worth, stated debt service
coverage and debt to tangible net worth ratios. Payment of dividends is
prohibited under the terms of the agreement. Borrowings are secured by the
personal property of ASA. Although ASA has no indebtedness under the revolving
demand loan agreement, ASA may need to borrow money in the future. If ASA is
unable to borrow under the agreement, ASA may be unable to raise sufficient
additional capital when needed, on favorable terms, or at all. If ASA's
borrowings under the agreement are insufficient, the agreement includes
provisions and covenants that would restrict ASA's ability to incur further
indebtedness. If ASA's capital resources are insufficient to meet future capital
requirements, ASA will have to raise additional funds. The sale of equity or
convertible debt securities in the future may be dilutive to ASA's stockholders.
If ASA is unable to obtain adequate funds on reasonable terms, ASA may be
required to curtail operations significantly or to obtain funds by entering into
financing agreements on unattractive terms.
ASA may need to refinance its headquarters in the future, which may not be
possible.
ASA has a mortgage related to its corporate headquarters in Framingham,
Massachusetts. The mortgage note, in the original amount of $3,000,000 with
interest at 7.24% for 10 years, provides for monthly principal and interest
17
payments of $20,445 through October 2008 with a final payment of approximately
$2,638,000 plus interest. If ASA's capital resources are insufficient to meet
the monthly or final payment obligations, ASA will have to raise additional
funds or relocate its headquarters, which may not be possible on attractive or
reasonable terms.
ASA's operating results are subject to fluctuations.
ASA has historically experienced significant fluctuations in its quarterly
operating results and anticipates such fluctuations in the future. ASA's
quarterly revenues and operating results depend on the volume and timing of
orders received during the quarter, which are difficult to forecast. Large
orders for ASA's products often have a lengthy sales cycle while the customer
evaluates and receives approvals for the purchase of the products. Accurately
predicting the sales cycle of any large order may be difficult. If one or more
large orders fail to close as forecasted in a fiscal quarter, ASA's revenues and
operating results could be materially adversely affected. In addition, ASA
typically receives a substantial portion of its product orders in the last month
of a quarter. Orders are shipped as received and, as a result, ASA often has
little or no backlog except for support and service revenue. Such fluctuations
and general economic uncertainty could have a material adverse impact on ASA's
ability to maintain liquidity and raise additional capital.
Failure to manage ASA's growth may seriously harm its business.
ASA's business has grown in recent years through both internal expansion and
acquisitions, and continued growth may cause a significant strain on ASA's
infrastructure and internal systems. To manage ASA's growth effectively, ASA
must continue to improve and expand its management information systems. Future
acquisitions could place additional strains on ASA's management infrastructure.
If ASA is unable to manage growth effectively, its results of operations could
be harmed.
The trading price of ASA's common stock may be volatile.
The trading prices of ASA's common stock has been and could in the future be
subject to significant fluctuations in response to variations in quarterly
operating results, developments in the software industry, changes in general
economic conditions and economic conditions in the software industry, changes in
securities analysts' recommendations regarding ASA's securities, and other
factors. In addition, the stock market in recent years has experienced
significant price and volume fluctuations which have affected the market prices
of technology companies and which have been unrelated to or disproportionately
impacted by the operating performance of those companies. These broad market
fluctuations may cause the market price of ASA's common stock to decline.
Item 3. Quantitative And Qualitative Disclosure About Market Risk
---------------------------------------------------------
The Company is exposed to the impact of interest rate changes and investment
changes.
Interest Rate Risk. The Company's exposure to market rate risk for changes in
interest rates relates primarily to the Company's cash equivalent investments.
The Company has not used derivative financial instruments. The Company invests
certain of its excess cash in short-term floating rate instruments and senior
secured floating rate loan funds which carry a degree of interest rate risk.
These instruments may produce less income than expected if interest rates fall.
Investment Risk. The Company has invested, and may invest in the future, in
equity instruments of privately held companies for business and strategic
purposes. These investments are included in other long-term assets and are
accounted for under the cost method when ownership is less than 20%. For these
non-quoted investments, the Company's policy is to regularly review the
assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events or circumstances indicate that such
assets might be impaired.
18
Item 4. Controls and Procedures
-----------------------
Within the 90 days prior to the date of this report, the company carried out an
evaluation, under the supervision and with the participation of the company's
management, including the company's chief executive officer and chief financial
officer, of the effectiveness of the design and operation of the company's
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934. Based upon that evaluation, the chief executive officer
and chief financial officer concluded that the company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the company (including its consolidated subsidiaries) required to be
included in the company's periodic SEC filings. There have been no significant
changes in the company's internal controls or in other factors that could
significantly affect internal controls subsequent to the date the company
carried out its evaluation.
PART II
OTHER INFORMATION
Item 5. Exhibits and Reports on Form 8-K
--------------------------------
(a)Exhibits
--------
31.1 Section 302 Certification of Chief Executive officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Section 906 Certification of Chief Executive Officer.
32.2 Section 906 Certification of Chief Financial Officer.
(b)Reports on Form 8-K
-------------------
The Registrant filed two Current Reports on Form 8-K during the quarter
ended March 31, 2004.
On March 31, 2004, the Registrant filed a Form 8-K reporting under Item
5 that the Registrant issued a press release announcing that it sold 175,000
shares of common stock of Omtool Ltd. to Omtool in a private transaction at a
price of $11.50 per share.
On March 31, 2004, the Registrant filed a Form 8-K reporting under
Items 7 and 12 that the Registrant issued a press release disclosing information
regarding the Registrant's results of operations for the fourth fiscal quarter
and fiscal year ended December 31, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASA International Ltd.
----------------------
(Registrant)
05/14/04 /s/ Alfred C. Angelone
- -------- ----------------------
(Date) Alfred C. Angelone
Chief Executive Officer
05/14/04 /s/ Terrence C. McCarthy
- -------- ------------------------
(Date) Terrence C. McCarthy
Vice President, Secretary, and Treasurer
20