UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________
Date of Report (date of earliest event reported): July 23, 2013
AWARE, INC.
(Exact name of registrant as specified in its charter)
Massachusetts | 000-21129 | 04-2911026 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
40 Middlesex Turnpike, Bedford, MA, 01730
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (781) 276-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 23, 2013, Aware, Inc. issued the press release, attached to this Form 8-K as Exhibit 99.1, describing the results of operations and financial condition of the company as of and for the quarter ended June 30, 2013.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:
(d) EXHIBITS.
Number | Description |
99.1 | Press release issued by Aware, Inc. on July 23, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AWARE, INC. | ||
Dated: July 23, 2013 |
By: | /s/ Richard P. Moberg |
Richard P. Moberg co-Chief Executive Officer and co-President Chief Financial Officer |
-2- |
EXHIBIT INDEX
Number | Description |
99.1 | Press release issued by Aware, Inc. on July 23, 2013. |
-3- |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Rick Moberg
Aware, Inc.
781-276-4000
Aware, Inc. Reports Second Quarter 2013
Financial Results
BEDFORD, MASS. – July 23, 2013 – Aware, Inc. (NASDAQ: AWRE), a leading supplier of biometrics software and services and DSL service assurance software products, today reported financial results for its second quarter ended June 30, 2013.
Revenue for the second quarter of 2013 was $4.9 million, an increase of 19% compared to $4.1 million in the same quarter last year. Net income for the second quarter of 2013 was $307,000, or $0.01 per diluted share, which compares to net income of $54.9 million, or $2.49 per diluted share, for the same period a year ago. Net income in the second quarter of 2012 included a gain on the sale of patent assets of $71.2 million. Operating income before patent related income in the second quarter of 2013 was $283,000 compared to $119,000 in the second quarter of 2012.
For the six months ended June 30, 2013, revenue increased 17% to $10.5 million, compared to $9.0 million in the same period a year ago. Net income for the six months ended June 30, 2013 was $2.2 million, or $0.10 per diluted share. These results compared to net income of $56.0 million, or $2.60 per diluted share, for the same period a year ago. Year-to-date net income in 2012 also included the aforementioned $71.2 million gain on the sale of patent assets. Operating income before patent related income for the first six months of 2013 was $2.3 million compared to $1.2 million for the same period a year ago.
Aware, Inc. • 40 Middlesex Turnpike • Bedford, MA USA 01730-1432
Tel: (781) 276-4000 • Fax: (781) 276-4001 • E-mail: IR@aware.com
Aware, Inc. Reports Second Quarter 2013 Financial Results | Page 2 |
The improvement in operating income before patent related income in the three and six month periods this year compared to the corresponding periods last year was primarily due to increased profitability in our biometrics business and lower general and administrative expenses.
Rick Moberg, Aware’s co-chief executive officer and chief financial officer, said, “We are pleased to report this is our eight consecutive profitable quarter on an operating and net income basis. We look forward to continuing to build our software and services business in upcoming quarters.”
About Aware
Aware is a leading software and technology supplier for the biometrics, telecommunications, and healthcare industries. Aware's biometrics software products and services are provided to solution vendors and system integrators for use by government agencies towards applications including border management, secure credentials, law enforcement, and national defense. Aware’s DSL Service Assurance Group offers test and diagnostics software products that enable broadband service providers to manage their DSL networks. Aware also provides standards-based medical imaging software products to the healthcare industry. Aware is a publicly held company (Nasdaq: AWRE) based in Bedford, Massachusetts. www.aware.com
Safe Harbor Warning
Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as estimates or projections of future revenue and earnings, and the growth of the DSL service assurance and biometrics markets. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements.
General factors include, but are not limited to: our quarterly results are unpredictable and may fluctuate significantly; our business is subject to rapid technological change; we face intense competition from a wide range of competitors; our intellectual property is subject to limited protection; our business may be affected by our use of open source software; our business may be affected by government regulations; adverse economic conditions; and our ability to obtain or enforce patents could be affected by new laws, regulations or rules. DSL service assurance factors include, but are not limited to: our DSL service assurance product line depends upon a limited number of customers; our DSL service assurance software products face intense competition; and our DSL service assurance software products could have quality problems. Biometric factors include, but are not limited to: market acceptance of our biometric technologies and products; changes in contracting practices of government or law enforcement agencies; the failure of the biometrics market to experience continued growth; announcements or introductions of new technologies or products by our competitors; failures or problems in our biometric software products; delays in the adoption of new industry biometric standards; growth of proprietary biometric systems which do not conform to industry standards; our ability to sell services contracts in a manner that is consistent with our business model; our ability to deliver services contract milestones; and our dependence on third party contractors and consultants to deliver certain services contract milestones.
We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2012 and other reports and filings made with the Securities and Exchange Commission.
Aware is a trademark or registered trademark
of Aware, Inc.
Any other trademarks appearing herein are the property of their respective owners.
Aware, Inc. Reports Second Quarter 2013 Financial Results | Page 3 |
AWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: | ||||||||||||||||
Software licenses | $ | 1,562 | $ | 1,843 | $ | 5,370 | $ | 4,683 | ||||||||
Software maintenance | 1,123 | 929 | 2,164 | 1,810 | ||||||||||||
Services | 759 | 683 | 1,235 | 1,376 | ||||||||||||
Hardware sales | 1,129 | — | 1,129 | — | ||||||||||||
Royalties | 277 | 624 | 568 | 1,115 | ||||||||||||
Total revenue | 4,850 | 4,079 | 10,466 | 8,984 | ||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of hardware sales | 813 | — | 813 | — | ||||||||||||
Cost of services | 359 | 361 | 581 | 717 | ||||||||||||
Research and development | 1,495 | 1,529 | 3,052 | 2,965 | ||||||||||||
Selling and marketing | 972 | 995 | 2,067 | 2,074 | ||||||||||||
General and administrative | 928 | 1,075 | 1,659 | 2,061 | ||||||||||||
Total costs and expenses | 4,567 | 3,960 | 8,172 | 7,817 | ||||||||||||
Operating income before patent related income | 283 | 119 | 2,294 | 1,167 | ||||||||||||
Gain on sale of patent assets | — | 71,226 | — | 71,226 | ||||||||||||
Income from patent arrangement | — | — | 780 | — | ||||||||||||
Operating income after patent related income | 283 | 71,345 | 3,074 | 72,393 | ||||||||||||
Other income | — | 58 | — | 85 | ||||||||||||
Interest income | 78 | 40 | 161 | 92 | ||||||||||||
Income from continuing operations before income taxes | 361 | 71,443 | 3,235 | 72,570 | ||||||||||||
Provision for income taxes | 54 | 16,667 | 1,071 | 16,670 | ||||||||||||
Income from continuing operations | 307 | 54,776 | 2,164 | 55,900 | ||||||||||||
Income from discontinued operations, net of income taxes | — | 150 | — | 144 | ||||||||||||
Net income | $ | 307 | $ | 54,926 | $ | 2,164 | $ | 56,044 | ||||||||
Basic net income per share: | ||||||||||||||||
Basic net income per share from continuing operations | $ | 0.01 | $ | 2.51 | $ | 0.10 | $ | 2.63 | ||||||||
Basic net income per share from discontinued operations | 0.00 | 0.01 | 0.00 | 0.01 | ||||||||||||
Basic net income per share | $ | 0.01 | $ | 2.52 | $ | 0.10 | $ | 2.64 | ||||||||
Diluted net income per share: | ||||||||||||||||
Diluted net income per share from continuing operations | $ | 0.01 | $ | 2.48 | $ | 0.10 | $ | 2.59 | ||||||||
Diluted net income per share from discontinued operations | 0.00 | 0.01 | 0.00 | 0.01 | ||||||||||||
Diluted net income per share | $ | 0.01 | $ | 2.49 | $ | 0.10 | $ | 2.60 | ||||||||
Weighted-average shares – basic | 22,517 | 21,757 | 22,514 | 21,241 | ||||||||||||
Weighted-average shares - diluted | 22,687 | 22,099 | 22,625 | 21,583 | ||||||||||||
Comprehensive income: | ||||||||||||||||
Net income | $ | 307 | $ | 54,926 | $ | 2,164 | $ | 56,044 | ||||||||
Other comprehensive income: | ||||||||||||||||
Unrealized gains (losses) on available for sale securities | (38 | ) | (39 | ) | 20 | 20 | ||||||||||
Comprehensive income | $ | 269 | $ | 54,887 | $ | 2,184 | $ | 56,064 | ||||||||
Aware, Inc. Reports Second Quarter 2013 Financial Results | Page 4 |
AWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
June 30, 2013 | December 31, 2012 | |||||||
ASSETS |
| |||||||
Cash and investments | $ | 77,775 | $ | 73,084 | ||||
Accounts receivable, net | 3,736 | 4,578 | ||||||
Property and equipment, net | 5,797 | 5,904 | ||||||
Deferred tax assets | 1,501 | 1,760 | ||||||
Other assets, net | 567 | 528 | ||||||
Total assets | $ | 89,376 | $ | 85,854 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Total current liabilities | $ | 4,335 | $ | 3,639 | ||||
Long-term deferred revenue | 200 | 319 | ||||||
Total stockholders’ equity | 84,841 | 81,896 | ||||||
Total liabilities and stockholders’ equity | $ | 89,376 | $ | 85,854 |
###
Aware, Inc. • 40 Middlesex Turnpike • Bedford, MA USA 01730-1432
Tel: (781) 276-4000 • Fax: (781) 276-4001 • E-mail: IR@aware.com
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