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Quotes & Info
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| ASVP.OB > SEC Filings for ASVP.OB > Form 10-Q on 15-Aug-2008 | All Recent SEC Filings |
15-Aug-2008
Quarterly Report
This Report contains statements that may contain forward-looking statements, concerning the Registrant's future operations and planned future acquisitions and other matters and the Registrant intends that such forward- looking statements be subject to the safe harbors for such statements. Any statements that involve discussions with respect to predictions, expectations, belief, plans, projections, objectives, assumptions or future events or performance (often, but not always, using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", could", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be "forward looking statements". These forward-looking statements include statements relating to, among other things, the ability of the Registrant to continue as a going concern.
The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Such forward-looking statements are based on the beliefs and estimates of the Company's management as well as on assumptions made by and information currently available to the Company at the time such statements were made. Forward looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward looking statements, including, without limitation, the failure to obtain adequate financing on a timely basis. Actual results could differ materially from those projected in the forward-looking statements, either as a result of the matters set forth or incorporated in this Report generally and certain economic and business factors, some of which may be beyond the control of the Registrant. Additional risks and uncertainties that may affect forward-looking statements about the Company's business and prospects include adverse economic conditions, inadequate capital, unexpected costs, and other factors which could have an immediate and material adverse effect. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with the audited financial statements for the period ended December 31, 2007 and the related notes, contained in the Company's Annual Report on Form 10-KSB and in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Three Months Ended June 30, 2008 and 2007
Revenue. Revenue for the three months ended June 30, 2008 ("Q2 2008")
was $2,762,547 as compared to $1,098,630 for the three month period ended
June 30, 2007 ("Q2 2007"). The increase in revenue in Q2 2008 was primarily
due to the acquisition of Tonertype LLC ("Tonertype"), which occurred in
December 2007. Revenues from the sale of toner cartridges increased by
$1,326,333 for three months ended June 30, 2008 compared to 2007 due to the
acquisition of Tonertype. Revenues from service increased by $337,584 for
the three months ended June 30, 2008 compared to 2007 due to the acquisition
of Tonertype.
Gross Profit (Revenue less Cost of Goods Sold). Gross profit for Q2 2008
increased to $1,062,965 from $362,823 in Q2 2007. The gross profit margin in
Q2 2008 was 38.5% compared to a gross profit margin for Q2 2007 of 33.0%. The
Company's gross margins increased compared to Q2 2007 due to the higher
margins associated with sales to customers acquired from Tonertype and better
vendor pricing.
Salaries and Wages. Salaries and wages expenses were $682,724 for Q2 2008 compared to $410,358 in Q2 2007. The Q2 2008 increase was due to the increase in employees due to the Tonertype acquisition. Stock based compensation also accounted for $73,159 of this expense in Q2 2008.
Professional Fees and Services. Professional fees and services expenses were $146,244 in Q2 2008 compared to $218,621 in Q2 2007. This decrease was primarily due to the termination of a consulting agreement in December 2007.
Sales and Marketing. Sales and marketing expenses were $286,986 for Q2 2008 compared to $60,966 in Q2 2007. The increase in Q2 2008 was primarily due to the acquisition of Tonertype, increased commissions paid out and the hiring of two additional sales persons in Q2 2008.
General and Administrative. General and administrative expenses were $407,270 in Q2 2008 as compared to $408,548 in Q2 2007. General and Administrative expenses decreased slightly due to the termination of the Azaria management agreement which was partially offset by the acquisition of Tonertype and the Company's startup operations in North Carolina.
Amortization Expense. Amortization expense was $154,229 in Q2 2008 as compared to $101,030 in Q2 2007. The increase was due to the acquisition of assets from Tonertype in December 2007.
Other Income (Expense). During the three month period ended June 30, 2008, there was an increase of $201,937 in interest expense as compared to three month period ended June 30, 2007 as a result of the issuance of notes in connection with the Tonertype acquisition in 2007 and the issuance of notes in a private offering. There was an expense for the convertibility feature of the debt of $375,000 for the three month period ended June 30, 2008 compared to a gain of $16,667 during the three month period ended June 30, 2007. This was due to the Company issuing $1,500,000 in convertible notes during the three month period ended June 30, 2008.
Net Loss from operations. The net loss from operations for the three months ended June 30, 2008 was $614,488 compared to a net loss of $836,700 for the three months ended June 30, 2007. The decrease in the net loss of $222,212 for Q2 2008 was primarily related to the Tonertype acquisition and the cancellation of the Azaria management agreement.
Net Loss. The net loss for the three months ended June 30, 2008 was $1,254,809 compared to a net loss of $876,809 for the three months ended June 30, 2007. The increase in the net loss of $378,000 for Q2 2008 was primarily related to an increase in interest expense of $201,937 and fair value of the convertible debt of $375,000, offset somewhat by an increase in revenue and gross profit and operating expenses from the acquisitions of Optima Technologies, LLC ("Optima"), which occurred in April 2007, and Tonertype.
The Company believes that it will continue to have net losses for the foreseeable future due to the amortization of customer lists from acquisitions and other non-cash related expenses.
Income (Loss) per Share. The net loss per share in Q2 2008 was $0.02 compared to a loss of $0.04 in Q2 2007. The decrease in the net loss per share was a result of the acquisition of Tonertype and an increased number of shares of common stock outstanding during Q2 2008.
Six Months Ended June 30, 2008 and 2007
Revenue. Revenue for the six months ended June 30, 2008 ("YTD 2008") was $5,452,226 as compared to $1,489,198 for the six month period ended June 30, 2007 ("YTD 2007"). The increase in revenue for YTD 2008 was primarily due to the acquisitions of Optima Technologies LLC ("Optima") in April 2007 and Tonertype in December 2007. Revenues from the sale of toner cartridges increased by $3,211,438 for the six months ended June 30, 2008 compared to 2007. Revenues from service increased by $751,590 for the six months ended June 30, 2008 compared to 2007 due to the acquisitions of Optima and Tonertype.
Gross Profit (Revenue less Cost of Goods Sold). Gross profit for YTD 2008 increased to $1,958,054 from $520,578 for YTD 2007. The gross profit margin for YTD 2008 was 36% compared to a gross profit margin for YTD 2007 of 35%. The Company's gross margins increased compared to YTD 2007 due to the higher margins associated with the Tonertype acquisition.
Salaries and Wages. Salaries and wages expenses were $1,356,660 for YTD 2008 compared to $719,222 for YTD 2007. The YTD 2008 increase was due to the increase in employees due to the Optima and Tonertype acquisitions. Stock based compensation also accounted for $131,361 of this expense for YTD 2008 as compared to $85,955 for YTD 2007.
Professional Fees and Services. Professional fees and services expenses were $731,126 for YTD 2008 compared to $730,520 for YTD 2007. During the six months ended June 30, 2008 and 2007 the amounts paid in the form of common stock and warrants for professional fees and services were $370,017 and $319,238, respectively.
Sales and Marketing. Sales and marketing expenses were $480,207 for YTD 2008 and $210,987 for YTD 2007. The increase for YTD 2008 was primarily due to the addition of six sales persons from the acquisitions of Tonertype and Optima, increased commissions paid and the hiring of two additional sales persons during Q2 2008.
General and Administrative. General and Administrative expenses were $742,511 for YTD 2008 and $487,824 for YTD 2007. General and Administrative expenses increased due to the acquisitions of Optima and Tonertype.
Amortization Expense. Amortization expense was $306,206 for YTD 2008 and $134,241 for YTD 2007. The increase was due to the acquisition of Optima in April 2007 and Tonertype in December 2007.
Other Income (Expense). During YTD 2008, there was an increase of $337,821 in interest expenses as compared to YTD 2007 as a result of the issuance of notes in connection with the acquisitions that occurred in 2007 and the issuance of notes in a private offering. There was an expense for the convertibility feature of the debt of $362,500 for YTD 2008 compared to a gain of $4,167 for YTD 2007. This was due to the issuance of convertible notes in a private offering during YTD 2008.
Net Loss from operations. The net loss for the six months ended June 30, 2008 was $1,658,656 compared to a net loss of $1,762,216 for the six months ended June 30, 2007. The decrease in the net loss of $103,560 for YTD 2008 was primarily related to the acquisition of Tonertype partially offset by the increased amortization expense due to the Tonertype customer list of $171,965.
Net Loss. The net loss for the six months ended June 30, 2008 was $2,451,925 compared to a net loss of $1,845,974 for the six months ended June 30, 2007. The increase in the net loss of $605,951 for YTD 2008 was primarily related to an increase in interest expense of approximately $337,821 and an increase in loss of $366,667 on fair value of the convertible debt, offset somewhat by an increase in revenue and gross profit and operating expenses from the acquisition of Tonertype.
The Company believes that it will continue to have net losses for the foreseeable future due to the amortization of customer lists from acquisitions and other non-cash related expenses.
Income (Loss) per Share. The net loss per share in YTD 2008 was $0.04 compared to a loss of $0.08 in YTD 2007. The decrease in the net loss per share was a result of the increased number of shares of common stock outstanding during Q1 2008 and better operational results.
Non-GAAP Measure:
EBITDA and Adjusted EBITDA presented in this report are a supplemental measure of our performance that is not required by or presented in accordance with GAAP. These measures are not a measurement of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating, investing or financing activities as a measure of our liquidity.
EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and other non-cash related expenditures. We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and liquidity. We believe investors may also find these measures meaningful, given how our management makes use of them. The following is a discussion of our use of these measures.
We use EBITDA and Adjusted EBITDA to measure and compare the performance of our operating segments. We also use EBITDA and Adjusted EBITDA to measure performance for determining division-level compensation. We also use EBITDA
and Adjusted EBITDA as a measurement to manage cash flow from our divisions to the corporate level and to determine the financial health of each division. We also use EBITDA and Adjusted EBITDA to evaluate potential acquisitions and to evaluate whether to incur capital expenditures.
EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
* They do not reflect our cash expenditures, or future requirements for capital expenditures and contractual commitments;
* They do not reflect changes in, or cash requirements for, our working capital needs;
* They do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
* Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
* Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.
Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in business growth or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only as supplements.
We have presented adjusted net EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2008 and 2007 to reflect the exclusion of all stock related compensation and gain or loss recognized on the fair value of convertible debt. This presentation facilitates a meaningful comparison of our operating results for the three and six months ended June 30, 2008 and 2007.
The following is a reconciliation of cash flows provided by operating activities to EBIT, EBITDA, and net loss:
Three Months Ended June 30, Six Months Ended June 30,
2008 2007 2008 2007
----------- ----------- ----------- -----------
Cash flows provided by
operating activities $ (690,878) $ (629,417) $(1,326,103) $ (1,246,331)
Changes in operating
assets and liabilities 202,514 16,418 304,950 96,979
Non-cash (expenses) income,
including depreciation and
amortization (766,445) (263,810) (1,430,772) (696,622)
Interest expense, net 264,268 62,331 432,709 94,888
----------- ----------- ----------- -----------
EBIT (990,541) (814,478) (2,019,216) (1,751,086)
Depreciation and
amortization 186,869 111,164 371,044 147,827
----------- ----------- ----------- -----------
EBITDA (803,672) (703,314) (1,648,172) (1,603,259)
Interest expense (264,268) (62,331) (432,709) (94,888)
Depreciation and
amortization (186,869) (111,164) (371,044) (147,827)
----------- ----------- ----------- -----------
Net loss $(1,254,809) $ (876,809) $(2,451,925) $ (1,845,974)
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The following is a reconciliation of net loss to EBITDA:
Three Months Ended June 30, Six Months Ended June 30,
2008 2007 2008 2007
----------- ----------- ----------- -----------
Net loss $(1,254,809) $ (876,809) $(2,451,925) $(1,845,974)
Interest expense, net 264,268 62,331 432,709 94,888
----------- ----------- ----------- -----------
EBIT (990,541) (814,478) (2,019,216) (1,751,086)
Depreciation and
amortization 186,869 111,164 371,044 147,827
----------- ----------- ----------- -----------
EBITDA $ (803,672) $ (703,314) $(1,648,172) $(1,603,259)
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The following is a reconciliation of net EBITDA to Adjusted EBITDA; which excludes all non-cash items; one time expenditures and stock related compensation:
Three Months Ended June 30, Six Months Ended June 30,
2008 2007 2008 2007
----------- ----------- ----------- -----------
EBITDA $ (803,672) $ (703,314) $(1,648,172) $ (1,603,259)
Stock related
compensation 88,926 143,970 493,909 510,741
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Fair value of
conversion feature of
convertible debt 375,000 (16,667) 362,500 (4,167)
Fair value of warrant
liabilities (4,801) (5,769) (1,874) (5,662)
Bad debt allowance
for new entities - - 32,500 -
----------- ----------- ----------- -----------
ADJUSTED EBITDA $ (344,547) $ (581,780) $ (761,137) $ (1,102,347)
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Liquidity and Capital Resources
At June 30, 2008, the Company had a working capital deficit of $2,935,217 including cash and equivalent balances of $21,603 compared to a working capital deficit balance of $2,121,624 at December 31, 2007.
Accounts receivable increased from $1,326,891 at December 31, 2007 to $1,368,271 at June 30, 2008. The increase was primarily due to increased revenues associated with the Company establishing its North Carolina operations beginning March 1, 2008.
Accounts payable and accrued expenses, which consist primarily of amounts due to third party service providers and toner suppliers, decreased from $1,767,997 at December 31, 2007 to $1,552,985 at June 30, 2008. The decrease was primarily due to the Company paying accrued legal fees of $85,000, a year end bonus of $15,000 to an ISP and settling a past due payable of $15,000 to a vendor.
The Company entered into no derivative financial instrument arrangements for the six months ended June 30, 2008.
During the period from January 2008 through April 2008, the Company raised $1,520,000 through a private common stock offering, which included $175,000 in notes exchanged for units in the private offering. The Company sold approximately 30.4 units to accredited investors at $50,000 per unit, each unit consisting of 200,000 shares of common stock and 200,000 warrants to purchase 200,000 shares of common stock exercisable at a price of $0.30 per share. During April and May of 2008, the Company raised $1,500,000 through a private convertible debt offering, which included $100,000 in shareholder advances exchanged for units in the offering. In addition to the convertible notes, the investors received warrants to purchase 862,500 shares of common stock exercisable at a price of $0.35. These warrants are exercisable for five years. The Company reserved the right to call these warrants with 30 days notice if the Company becomes listed on NASDAQ, the average daily trading volume is equal to or greater than 400,000 shares and the stock price is $0.75 per share or more.
The Company currently has no external sources of liquidity.
During the six months ended June 30, 2008, the Company used $1,326,103 in cash for operations. The cash flows were used primarily to cover the Company's continued losses from operations. The Company does not expect to generate sufficient cash from existing operations to meet its capital requirements in the short term. Management believes it will be successful in financing its operations for the next twelve months. However, until such time as financing is obtained, there can be no assurance that sufficient funds will be available to finance its operations.
During the six months ended June 30, 2008, the Company used $51,592 in cash from investing activities. The cash flows were used to purchase certain assets.
During the six months ended June 30, 2008, the Company received $1,339,102 in cash from financing activities. These cash flows were primarily from $1,345,000 for the issuance of common stock, $446,265 for the issuance of notes payable, $1,400,000 for the issuance of convertible notes payable, $2,653,908 from draws on a revolving line of credit offset by $2,069,300 in payments on the revolving line of credit, $1,775,002 in payments on debt relating to Customer Lists and asset purchase agreements, $188,750 in payments on shareholder advances and $485,482 relating to other notes payable.
Business Outlook, Risks and Uncertainties
Current economic slowdown, financial market conditions, and the political environment may affect the Company's ability to raise financing. The Company will be required to raise additional capital to establish business operations. The uncertainty about the Company's ability to raise financing makes it difficult to predict the Company's results for fiscal year 2008 and its ability to continue as a going concern.
As of June 30, 2008, the Company had a net working capital deficit of $2,935,217. The Company has inadequate financial resources to sustain its business activities. The Company could generate positive cash flows from operations with substantial reductions in personnel. However, this would prohibit the Company from executing its current acquisition strategy. The Company is currently spending approximating $115,000 more cash per month than is generated from operations.
During the quarter ended March 31, 2008, the Company received $1,420,000
in proceeds from the Common Stock Offering. During the quarter ended June
30, 2008, the Company received $1,500,000 in proceeds from a Convertible Note
Offering, which included shareholder advances of $100,000 being converted
into the Note Offering. These proceeds were used for working capital and to
satisfy short term note obligations. The Company estimates that it will need
to raise an additional $1,500,000 during the next 12 months to meet its
minimum capital requirements. There is substantial doubt that the Company
will be able to continue as a going concern, absent raising additional
financing. There can be no assurance that the Company will be successful in
obtaining the required financing.
On April 23, 2008, the Company entered into an Asset Based Loan ("ABL")
agreement with Celtic Capital Corporation ("CCC") in the form of a line of
credit, which is secured by all of the assets of the Company. The amount of
the line of credit is $2,000,000. The availability of the line is determined
by the accounts receivables of the Company. The current interest rate on the
outstanding balance is nine percent per annum. The balance due was $584,608
at June 30, 2008. The approximate availability of the line was $120,000 at
June 30, 2008.
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.
The Company does not use financial instruments for trading purposes and is not a party to any leverage derivatives. To the extent that the Company has or continues to issue debt obligations outside of the course of its normal operations, the Company's business and results of operations may be materially effected by changes in interest rates and certain other credit risk associated with its operations.
In the event the Company experiences substantial growth in the future, the Company's business and results of operations may be materially affected by changes in interest rates and certain other credit risk associated with its operations.
The Company has no off balance sheet financing arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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