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): May 1, 2014
BIO-key International, Inc. (Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) |
1-13463 (Commission File Number) |
41-1741861 (I.R.S. Employer Identification No.) |
3349 Highway 138, Building A, Suite E Wall, NJ 07719 (Address of principal executive offices) | ||
(732) 359-1100 (Registrant’s telephone number, including area code)
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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 (see General Instruction A.2 below):
☐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 Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 1, 2014, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its first quarter of 2014. A copy of the press release issued by the Company on May 1, 2014 is attached as Exhibit 99.
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibit.
(d) Exhibits
99.1 Press Release, dated May 1, 2014, issued by the Company.
SIGNATURES
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 hereunto duly authorized.
BIO-KEY INTERNATIONAL, INC. | ||
Date: May 1, 2014 |
||
By: |
/s/ Cecilia C. Welch Cecilia C. Welch |
EXHIBIT INDEX
Exhibit No. | Description |
99.1 |
Press Release, dated May 1, 2014, issued by the Company. |
Exhibit 99.1
|
NEWS RELEASE |
BIO-key® International, Inc.
Reports First Quarter 2014 Financial Results
Expects sustained growth in second quarter
Wall, NJ, May 1, 2014 – BIO-key International, Inc. (OTCBB: BKYI), a leader in fingerprint biometric identification technologies, cloud-based mobile credentialing and identity verification solutions, today reported solid financial results for the first quarter of 2014, including positive guidance for Q2, 2014.
Three Month Comparisons
Total revenue for the three months ended March 31, 2014 was $1.37 million compared to Q1’13 revenue of $805,000, an increase of approximately 70%. Sales grew as a result of higher license sales. “During the quarter, we signed our first OEM agreement to supply our WEB-key client and matching algorithm to fingerprint sensor manufacturers for the mobile device vertical,” stated Michael DePasquale, BIO-key Chairman and CEO. “Our top line revenue was at the high end of our guidance and we expect to continue to grow the business in 2014. We are finding a receptive audience in identity access management channels and with more market reports describing mediocre fingerprint sensor performance in the mobile field, demand for our superior algorithm and scalable, flexible solution is growing.”
Q1’14 gross margin increased to 91% from 85% in Q1’13. Operating expenses for Q1’14 increased 35%, year over year, to $1,344,000 from approximately $995,000 in Q1’13. Net loss for Q1’14 was ($299,000) as compared to Q1’13 net loss of ($316,000). The net loss in both periods is less than ($0.01) per share. The Q1 ’14 loss includes non-cash expenses of $304,380, for fair-value adjustments, option issuance costs, and depreciation and amortization. Mr. DePasquale continued “We met our topline goals for Q1, but missed the bottom line after investing in additional development projects and higher than expected non-cash expenses mostly related to outstanding warrants.”
Liquidity and Capital Resources
The Company reported cash, cash equivalents, and accounts receivables of $1.9M as of March 31, 2014, as compared to $2.3M million at December 31, 2013. BIO-key has no debt and shareholder equity of $730,000. Mr. DePasquale concluded, “We are off to a good start for 2014 and expect this momentum to continue into the second quarter. As we mentioned during the last call, we are interested in incremental sales hires, along with potential additions to our engineering staff, in that order. We anticipate that the market will continue to evolve towards BIO-key and drive growing demand for our products.”
Highlights from the first quarter included:
● |
Addition of new hospital customer Covenant Health Systems, named among the top 100 integrated health systems in the country. The organization is comprised of seven acute care hospitals; inpatient and outpatient cancer, behavioral and rehabilitation centers; home health; outpatient surgery and diagnostic centers and physician offices throughout Tennessee. |
● |
Entered into a license agreement with IDEX and will collaborate to deliver a sensor-to-server infrastructure solution for trustworthy, yet simple and low-cost, in device and online authentication for consumer applications and in particular the smartphone, tablet, and PC markets. |
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Introduced and demonstrated along with InterDigital a groundbreaking multifactor authentication (MFAS) solution, incorporating BIO-key’s fingerprint technology for the Android mobile platform at Mobile World Congress 2014 in Barcelona, Spain. |
● |
Jim Skidmore III joined BIO-key as Senior Vice President Global Sales & Channel Development. Jim joins us with more than 20 years of successful identity and access management partner channel sales development experience. |
● |
Signed channel agreements with 10 leading Identity & Access Management (IAM) technology resellers and VARs. |
2014 Second Quarter Outlook
For the Second Quarter of 2014, the Company expects revenue between $1.0 million and $1.7 million. Gross margin is expected to exceed 85%. The Company expects to generate operating income with incremental revenue above the midpoint of the guidance range. Further, the Company expects to exit the second quarter with a modest sales backlog. The pipeline value was approximately $15 million at the beginning of the quarter and currently remains at approximately $15 million.
Conference Call and Webcast
In conjunction with this release, BIO-key has scheduled a conference call, which will be broadcast live over the Internet on Thursday May1, 2014 at 10:00 a.m. Eastern Daylight Time. Participate live via phone by dialing 1-877-317-6789 (U.S.) 1-412-317-6789 (International) and asking for the BIO-key Call at least 10 minutes prior to the start time. Or join the call live over the Internet by logging on to the web address http://www.bio-key.com. A streaming audio replay of the webcast will be available shortly after the call on www.bio-key.com for a period of thirty days. You can also access the recorded call by dialing 1-877-344-7529 and using access code 10045178 International callers should dial 1-412-317-0088 and use the same access code.
Investor & Media Contact:
BIO-key International, Inc.
Jay Meier, Vice President Corporate Development
Phone: 651-789-6116
eMail: Jay.meier@bio-key.com
BIO-KEY International, Inc. and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, |
December 31, |
|||||||
2014 |
2013 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 592,921 | $ | 2,023,349 | ||||
Accounts receivable, net of allowance for doubtful accounts of $20,526 at March 31, 2014 and December 31, 2012 |
1,345,961 | 284,025 | ||||||
Due from factor |
10,560 | 2,449 | ||||||
Inventory |
8,947 | 9,376 | ||||||
Prepaid expenses and other |
86,433 | 73,482 | ||||||
Total current assets |
2,044,822 | 2,392,681 | ||||||
Equipment and leasehold improvements, net |
118,603 | 125,062 | ||||||
Deposits and other assets |
8,712 | 8,712 | ||||||
Intangible assets—less accumulated amortization |
171,549 | 174,950 | ||||||
Total non-current assets |
298,864 | 308,724 | ||||||
TOTAL ASSETS |
$ | 2,343,686 | $ | 2,701,405 | ||||
LIABILITIES |
||||||||
Accounts payable |
$ | 323,842 | $ | 540,912 | ||||
Accrued liabilities |
336,447 | 338,321 | ||||||
Deferred revenue |
547,878 | 528,160 | ||||||
Total current liabilities |
1,208,167 | 1,407,393 | ||||||
Warrant liabilities |
405,428 | 243,077 | ||||||
TOTAL LIABILITIES |
$ | 1,613,595 | $ | 1,650,470 | ||||
STOCKHOLDERS’ EQUITY: |
||||||||
Common stock — authorized, 170,000,000 shares; issued and outstanding; 115,995,974 of $.0001 par value at March 31, 2014 and 115,842,315 December 31, 2013 |
11,599 | 11,584 | ||||||
Additional paid-in capital |
55,888,278 | 55,909,923 | ||||||
Accumulated deficit |
(55,169,786 |
) |
(54,870,572 |
) | ||||
TOTAL STOCKHOLDERS’ EQUITY |
730,091 | 1,050,935 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 2,343,686 | $ | 2,701,405 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended |
||||||||
2014 |
2013 |
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Revenues |
||||||||
Services |
$ | 249,232 | $ | 276,960 | ||||
License fees and other |
1,118,291 | 527,683 | ||||||
1,367,523 | 804,643 | |||||||
Costs and other expenses |
||||||||
Cost of services |
39,175 | 40,715 | ||||||
Cost of license fees and other |
78,049 | 77,098 | ||||||
117,224 | 117,813 | |||||||
Gross Profit |
1,250,299 | 686,830 | ||||||
Operating Expenses |
||||||||
Selling, general and administrative |
856,997 | 732,076 | ||||||
Research, development and engineering |
486,567 | 262,809 | ||||||
Total Operating Expenses |
1,343,654 | 994,885 | ||||||
Operating loss |
(93,355 | ) | (308,055 | ) | ||||
Other expenses |
||||||||
Interest income |
2 | (7,524 | ) | |||||
Loss on derivative liabilities |
(204,948 | ) | - | |||||
Income taxes |
(912 | ) | - | |||||
Total Other expenses |
(205,858 | ) | (7,524 | ) | ||||
Net (loss) income |
$ | (299,213 |
) |
$ | (315,579 | ) | ||
Basic (Loss) Income per Common Share |
$ | * | $ | * | ||||
Diluted (Loss) Income per Common Share |
$ | * | $ | * | ||||
* Represents less than ($0.01) |
||||||||
Weighted Average Shares Outstanding: |
||||||||
Basic and diluted |
115,876,461 | 81,465,289 |
About BIO-key
BIO-key International, Inc., headquartered in Wall, New Jersey, develops and delivers advanced identification solutions to commercial and government enterprises, integrators, and custom application developers. BIO-key’s award winning, high performance, scalable, cost-effective and easy-to-deploy biometric finger identification technology accurately identifies and authenticates users of wireless and enterprise applications. Our solutions are used in local embedded OEM products as well as some of the world’s largest identification deployments to improve security, guarantee identity, and help reduce identity theft. BIO-key’s technology is offered directly or by market leading partners around the world. (http://www.bio-key.com)
BIO-key Safe Harbor Statement
Certain statements contained in this press release are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act. These statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue, our ability to develop new products and evolve existing ones, wider market acceptance of biometric technologies, our ability to raise additional financing, and our ability to attract and retain key personnel. For a more complete description of these and other risk factors that may affect the future performance of BIO-key International, Inc., see “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and its other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to disclose any revision to these forward-looking statements whether to reflect events or circumstances after the date hereof or otherwise.