UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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Quarterly Report Pursuant To Section 13 Or 15(d) Of The
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Securities Exchange Act of 1934
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For the quarter ended March 31, 2013
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Commission file number 000-21129
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AWARE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Massachusetts
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04-2911026
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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40 Middlesex Turnpike, Bedford, Massachusetts, 01730
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(Address of Principal Executive Offices)
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(Zip Code)
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(781) 276-4000
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(Registrant’s Telephone Number, Including Area Code)
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Class
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Number of Shares Outstanding
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Common Stock, par value $0.01 per share
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22,515,518 shares
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Page
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PART I
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FINANCIAL INFORMATION
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Item 1.
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Unaudited Consolidated Financial Statements
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Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012
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3
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Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and March 31, 2012
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4
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and March 31, 2012
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5 | ||||
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Notes to Consolidated Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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17
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Item 4.
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Controls and Procedures
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17
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PART II
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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18
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Item 1A.
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Risk Factors
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18
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Item 4.
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Mine Safety Disclosures
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18
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Item 6.
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Exhibits
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19
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Signatures
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19
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March 31,
2013
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December 31,
2012
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 72,507 | $ | 71,074 | ||||
Accounts receivable, net
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5,049 | 3,457 | ||||||
Receivable from patent arrangement
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780 | 1,121 | ||||||
Deferred tax assets
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690 | 817 | ||||||
Prepaid expenses and other current assets
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568 | 528 | ||||||
Total current assets
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79,594 | 76,997 | ||||||
Property and equipment, net
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5,867 | 5,904 | ||||||
Investments
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2,063 | 2,010 | ||||||
Long term deferred tax assets
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920 | 943 | ||||||
Total assets
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$ | 88,444 | $ | 85,854 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$ | 172 | $ | 328 | ||||
Accrued expenses
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155 | 148 | ||||||
Accrued compensation
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649 | 817 | ||||||
Accrued professional
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123 | 142 | ||||||
Deferred revenue
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2,381 | 2,204 | ||||||
Total current liabilities
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3,480 | 3,639 | ||||||
Long-term deferred revenue
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285 | 319 | ||||||
Stockholders’ equity:
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Preferred stock, $1.00 par value; 1,000,000 shares authorized,
none outstanding
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- | - | ||||||
Common stock, $.01 par value; 70,000,000 shares authorized; issued
and outstanding 22,514,018 as of March 31, 2013 and 22,509,518
as of December 31, 2012
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225 | 225 | ||||||
Additional paid-in capital
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101,429 | 100,561 | ||||||
Accumulated other comprehensive income (loss)
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8 | (50 | ) | |||||
Accumulated deficit
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(16,983 | ) | (18,840 | ) | ||||
Total stockholders’ equity
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84,679 | 81,896 | ||||||
Total liabilities and stockholders’ equity
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$ | 88,444 | $ | 85,854 |
Three Months Ended
March 31,
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2013
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2012
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Revenue:
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Software licenses
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$ | 3,808 | $ | 2,839 | ||||
Software maintenance
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1,041 | 881 | ||||||
Services
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476 | 693 | ||||||
Royalties
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291 | 491 | ||||||
Total revenue
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5,616 | 4,904 | ||||||
Costs and expenses:
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Cost of services
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221 | 356 | ||||||
Research and development
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1,557 | 1,436 | ||||||
Selling and marketing
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1,095 | 1,079 | ||||||
General and administrative
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731 | 985 | ||||||
Total cost and expenses
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3,604 | 3,856 | ||||||
Operating income before patent related income
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2,012 | 1,048 | ||||||
Income from patent arrangement
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780 | - | ||||||
Operating income after patent related income
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2,792 | 1,048 | ||||||
Other income
Interest income
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-
82
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26
52
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Income from continuing operations before income taxes
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2,874 | 1,126 | ||||||
Provision for income taxes
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1,017 | 2 | ||||||
Income from continuing operations
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1,857 | 1,124 | ||||||
Loss from discontinued operations, net of income taxes
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- | (6 | ) | |||||
Net income
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$ | 1,857 | $ | 1,118 | ||||
Basic net income per share:
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Basic net income per share from continuing operations
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$ | 0.08 | $ | 0.05 | ||||
Basic net loss per share from discontinued operations
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0.00 | (0.00 | ) | |||||
Basic net income per share
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$ | 0.08 | $ | 0.05 | ||||
Diluted net income per share:
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Diluted net income per share from continuing operations
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$ | 0.08 | $ | 0.05 | ||||
Diluted net loss per share from discontinued operations
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0.00 | (0.00 | ) | |||||
Diluted net income per share
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$ | 0.08 | $ | 0.05 | ||||
Weighted-average shares – basic
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22,511 | 20,724 | ||||||
Weighted-average shares - diluted
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22,564 | 20,928 | ||||||
Comprehensive income:
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Net income
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$ | 1,857 | $ | 1,118 | ||||
Other comprehensive income:
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Unrealized gains on available for sale securities
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58 | 59 | ||||||
Comprehensive income
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$ | 1,915 | $ | 1,177 |
Three Months Ended
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March 31,
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2013
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2012
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Cash flows from operating activities:
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Net income
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$ | 1,857 | $ | 1,118 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities:
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Depreciation and amortization
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107 | 113 | ||||||
Stock-based compensation
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10 | 147 | ||||||
Amortization of premium (discount) on investments
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5 | (13 | ) | |||||
Gain on sale of investments
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- | (26 | ) | |||||
Changes in assets and liabilities:
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Accounts receivable
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(1,592 | ) | 98 | |||||
Receivable from patent arrangement
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341 | - | ||||||
Inventories
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- | 126 | ||||||
Prepaid expenses and other current assets
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(40 | ) | (43 | ) | ||||
Deferred tax assets
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150 | - | ||||||
Accounts payable
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(156 | ) | (128 | ) | ||||
Accrued expenses, compensation, and professional
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(180 | ) | 8 | |||||
Deferred revenue
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143 | (61 | ) | |||||
Net cash provided by operating activities
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645 | 1,339 | ||||||
Cash flows from investing activities:
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Purchases of property and equipment
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(70 | ) | (33 | ) | ||||
Sales of investments
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- | 279 | ||||||
Net cash provided by (used in) investing activities
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(70 | ) | 246 | |||||
Cash flows from financing activities:
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Proceeds from issuance of common stock
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20 | 320 | ||||||
Excess tax benefits from stock-based compensation
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838 | - | ||||||
Payments made for taxes of employees who surrendered
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shares related to unrestricted stock
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- | (38 | ) | |||||
Net cash provided by financing activities
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858 | 282 | ||||||
Increase in cash and cash equivalents
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1,433 | 1,867 | ||||||
Cash and cash equivalents, beginning of period
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71,074 | 46,577 | ||||||
Cash and cash equivalents, end of period
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$ | 72,507 | $ | 48,444 | ||||
Supplemental disclosure:
Cash paid for income taxes
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$ | 63 | $ | 2 | ||||
A)
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Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the three years ended December 31, 2012 in conjunction with our 2012 Annual Report on Form 10-K. This Form 10-Q should be read in conjunction with that Form 10-K.
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B)
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Fair Value Measurements. The Financial Accounting Standards Board (“FASB”) Codification defines fair value, and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to the unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the FASB Codification are: i) Level 1 – valuations that are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; ii) Level 2 – valuations that are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and iii) Level 3 – valuations that require inputs that are both significant to the fair value measurement and unobservable.
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Fair Value Measurement at March 31, 2013 Using:
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Quoted Prices in
Active Markets for Identical Assets
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Significant Other
Observable Inputs |
Significant
Unobservable Inputs |
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(Level 1)
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(Level 2)
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(Level 3)
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Corporate debt securities
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$ | 2,063 | $ | - | $ | - | ||||||
Money market funds (included in cash and cash equivalents)
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67,068 | |||||||||||
Total
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$ | 69,131 | $ | - | $ | - |
Fair Value Measurement at December 31, 2012 Using:
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Quoted Prices in
Active Markets for Identical Assets
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Significant Other
Observable Inputs |
Significant
Unobservable Inputs |
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(Level 1)
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(Level 2)
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(Level 3)
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Corporate debt securities
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$ | 2,010 | $ | - | $ | - | ||||||
Money market funds (included in cash and cash equivalents)
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67,050 | |||||||||||
Total
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$ | 69,060 | $ | - | $ | - |
C)
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Computation of Earnings per Share. Basic earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are anti-dilutive are excluded from the calculation.
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Three Months Ended
March 31,
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2013
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2012
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Net income:
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Income from continuing operations
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$ | 1,857 | $ | 1,124 | ||||
Loss from discontinued operations
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- | (6 | ) | |||||
Net income
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$ | 1,857 | $ | 1,118 | ||||
Shares outstanding:
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Weighted-average common shares outstanding
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22,511 | 20,724 | ||||||
Additional dilutive common stock equivalents
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53 | 204 | ||||||
Diluted shares outstanding
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22,564 | 20,928 | ||||||
Basic net income per share:
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Basic net income per share from continuing operations
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$ | 0.08 | $ | 0.05 | ||||
Basic net loss per share from discontinued operations
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0.00 | (0.00 | ) | |||||
Basic net income per share
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$ | 0.08 | $ | 0.05 | ||||
Diluted net income per share:
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Diluted net income per share from continuing operations
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$ | 0.08 | $ | 0.05 | ||||
Diluted net loss per share from discontinued operations
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0.00 | (0.00 | ) | |||||
Diluted net income per share
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$ | 0.08 | $ | 0.05 |
D)
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Stock-Based Compensation. The following table presents stock-based employee compensation expenses included in our unaudited consolidated statements of comprehensive income (in thousands):
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Three Months Ended
March 31,
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2013
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2012
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Cost of services
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$ | - | $ | 6 | ||||
Research and development
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- | 31 | ||||||
Selling and marketing
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- | 78 | ||||||
General and administrative
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10 | 25 | ||||||
Loss from discontinued operations
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- | 7 | ||||||
Stock-based compensation expense
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$ | 10 | $ | 147 |
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●
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Stock options and SARS – We granted no stock options for the three month period ended March 31, 2013. For the three month period ended March 31, 2012, we granted 25,000 shares. No SARs were granted in the three month periods ended March 31, 2013 and 2012.
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●
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Unrestricted Stock Grants - In July 2010, we granted 575,443 shares of stock to directors, officers and employees of which 111,163 shares were issued immediately and 464,280 shares were to be issued in four equal increments on December 31, 2010, June 30, 2011, December 31, 2011, and June 30, 2012; provided that grantees remain employed on each of those dates. We expensed $0 and $94,000 of stock-based compensation expense related to these grants in the three month periods ended March 31, 2013 and 2012, respectively.
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E)
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Business Segments. We organize ourselves into multiple segments reporting to the chief operating decision makers. The following table provides reportable segment financial data for the three month periods ended March 31, 2013 and 2012 (in thousands):
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Segments
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Biometrics
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DSL Service
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Total
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& Imaging
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Assurance
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Corporate
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Company
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Three Months Ended March 31, 2013 |
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Revenue
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$ | 4,688 | $ | 637 | $ | 291 | $ | 5,616 | |||||||||
Operating income (loss) before patent related income
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2,406 | (327 | ) | (67 | ) | 2,012 | |||||||||||
Income from patent arrangement
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780 | 780 | |||||||||||||||
Interest income
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82 | 82 | |||||||||||||||
Income from continuing operations before taxes
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2,874 | ||||||||||||||||
Provision for income taxes
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(1,017 | ) | (1,017 | ) | |||||||||||||
Income from continuing operations
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1,857 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax
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- | ||||||||||||||||
Net income
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$ | 1,857 | |||||||||||||||
Three Months Ended March 31, 2012 |
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Revenue
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$ | 3,670 | $ | 743 | $ | 491 | $ | 4,904 | |||||||||
Operating income (loss) before patent related income
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1,717 | (199 | ) | (470 | ) | 1,048 | |||||||||||
Other income
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26 | 26 | |||||||||||||||
Interest income
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52 | 52 | |||||||||||||||
Income from continuing operations before taxes
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1,126 | ||||||||||||||||
Provision for income taxes
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(2 | ) | (2 | ) | |||||||||||||
Income from continuing operations
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1,124 | ||||||||||||||||
Loss from discontinued operations, net of tax
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(6 | ) | |||||||||||||||
Net income
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$ | 1,118 |
Three Months Ended
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March 31,
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2013
|
2012
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United States
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$ | 3,781 | $ | 3,099 | ||||
Rest of World
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1,835 | 1,805 | ||||||
$ | 5,616 | $ | 4,904 |
F)
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Recent Accounting Pronouncements. There are no recently issued accounting pronouncements applicable to the Company that have not been adopted as of March 31, 2013.
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G)
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Income Taxes. Income tax expense for the three months ended March 31, 2013 was $1.0 million as compared to $2,000 in the prior year quarter. Income tax expense for the three months ended March 31, 2013 was based on the U.S. statutory rate of 34%, increased by state income taxes. In the three months ended March 31, 2012, income tax expense was offset by the reversal of the valuation allowance on deferred tax assets, which reduced our tax expense to zero, except for $2,000 of state excise taxes.
|
|
In the three months ended March 31, 2013, we utilized deferred tax assets to reduce our tax liability payable to the government. A portion of the deferred tax assets we used comprised cumulative deductions for stock options in excess of book expense. Under income tax accounting rules, that portion of tax benefits attributable to such deductions must be recorded as an adjustment to equity versus a reduction of income tax expense. In the three months ended March 31, 2013, the tax benefits from such stock-based awards were $0.8 million, which we recorded as an equity adjustment to additional paid-in capital.
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H)
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Income from patent arrangement. We entered into an arrangement with an unaffiliated third party in 2010 under which we assigned patents in return for royalties on proceeds from patent monetization efforts by the third party. In March 2013, we received a royalty statement from this entity and recorded $0.8 million of income in the three months ended March 31, 2013. This amount is included as receivable from patent arrangement on the accompanying consolidated balance sheet.
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(I)
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Discontinued Operations. In January 2012, our Board of Directors approved the shutdown of our DSL service assurance hardware product line which was previously a component of our DSL Service Assurance Segment. We completed the shutdown in 2012 and no longer have any continuing involvement with or cash flows from this product line. The results of our DSL service assurance hardware product line have been included in discontinued operations in the consolidated statements of comprehensive income. The loss from discontinued operations attributable to the DSL service assurance hardware product line was (in thousands):
|
Three Months Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
$ | - | $ | 829 | ||||
Expenses
|
- | 835 | ||||||
Loss before income taxes
|
- | (6 | ) | |||||
Income taxes
|
- | - | ||||||
Loss from discontinued operations
|
$ | - | ($ | 6 | ) |
|
i)
|
Prior to November 2009, we were a supplier of DSL silicon intellectual property to the semiconductor industry. We continue to receive royalties from two customers that use our DSL silicon IP in their DSL chipsets.
|
|
ii)
|
We entered into an arrangement with an unaffiliated third party in 2010 under which we assigned certain patents in return for royalties on proceeds from patent monetization efforts by the third party. In the three months ended March 31, 2013, we received a royalty statement from this entity and recorded $0.8 million of income from this patent arrangement. There was no such income in the three months ended March 31, 2012. We are unable to predict how much more income we might receive from this arrangement, if any, because we do not know whether any patent monetization efforts by the third party will be successful.
|
|
iii)
|
In January 2012, our Board of Directors approved the shutdown of our DSL service assurance hardware product line which was previously a component of our DSL Service Assurance Segment. We completed the shutdown in 2012 and no longer have any continuing involvement with or cash flows from this product line. The results of our DSL service assurance hardware product line have been reported as discontinued operations. The loss from discontinued operations attributable to the DSL service assurance hardware product line was (in thousands):
|
Three Months Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
$ | - | $ | 829 | ||||
Expenses
|
- | 835 | ||||||
Loss before income taxes
|
- | (6 | ) | |||||
Income taxes
|
- | - | ||||||
Loss from discontinued operations
|
$ | - | ($ | 6 | ) |
|
iv)
|
In 2012, we executed on a strategy to monetize a significant portion of our patent portfolio that was unrelated to our biometrics and DSL service assurance product lines. That effort resulted in two significant patent sales in 2012, neither of which affected our consolidated statements of comprehensive income for the three months ended March 31, 2013 and 2012. The majority of the remaining patents in our patent portfolio pertain to our biometrics and imaging and DSL service assurance software product lines. At the current time, we do not intend to pursue patent monetization alternatives for these patents.
|
Three Months Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Research and development expense
|
$ | 1,557 | $ | 1,436 | ||||
Cost of services
|
221 | 356 | ||||||
Total engineering costs
|
$ | 1,778 | $ | 1,792 | ||||
1.
|
Cash and cash equivalents. As of March 31, 2013, our cash and cash equivalents of $72.5 million were primarily invested in money market funds. The money market funds were invested in high quality, short term financial instruments. Due to the nature, short duration, and professional management of these funds, we do not expect that a general increase in interest rates would result in any material loss.
|
2.
|
Investments. As of March 31, 2013, our investments of $2.1 million were invested in high yield bonds with two separate corporate debt issuers, both of which mature in 2015. While we are exposed to default risk, the high current yield of these bonds largely mitigates interest rate risk. Therefore, due to the high current yield and approximate three-year life of these instruments, we do not believe that a general increase in interest rates would result in any material loss.
|
|
Exhibit 31.1
|
Certification of co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 31.2
|
Certification of co-Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 101*
|
The following financial statements from Aware, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language), as follows: (i) Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, (ii) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and March 31, 2012, (iii) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and March 31, 2012, and (iv) Notes to Consolidated Financial Statements.
|
AWARE, INC.
|
||||
Date: April 29, 2013 | By: | /s/ Kevin T. Russell | ||
Kevin T. Russell | ||||
co-Chief Executive Officer & co-President | ||||
General Counsel |
Date: April 29, 2013 | By: | /s/ Richard P. Moberg | ||
Richard P. Moberg | ||||
co-Chief Executive Officer & co-President | ||||
Chief Financial Officer (Principal Financial and Accounting Officer) |