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 13, 2014
DOCUMENT SECURITY SYSTEMS, INC.
(Exact name of registrant as specified
in its charter)
New York |
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001-32146 |
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16-1229730 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
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(IRS Employer Identification No.) |
First Federal Plaza, Suite 1525
28 East Main Street
Rochester, NY |
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14614 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (585) 325-3610
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
(see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 May 13, 2014, Document
Security Systems, Inc. (“Company”) issued a press release disclosing the Company’s unaudited financial results
for the first quarter ended March 31, 2014. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
Description |
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|
99.1 |
Document Security Systems, Inc. Press Release dated May 13, 2014. |
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
hereunto duly authorized.
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DOCUMENT SECURITY SYSTEMS, INC. |
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Dated: May 13, 2014 |
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By: |
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/s/ Jeffrey Ronaldi
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Jeffrey Ronaldi |
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Chief Executive Officer |
Document Security Systems Reports First
Quarter of 2014 Financial Results
ROCHESTER, NY—May 13, 2014 —
Document Security Systems, Inc. (NYSE MKT: DSS), (DSS), a leader in anti-counterfeiting and authentication solutions,
reported results for the first quarter ending March 31, 2014.
Q1 2014 Operational Highlights
| · | Completed consolidation of printing and
packaging facilities into a single location, which resulted in cost savings beginning in the first quarter of 2014. |
| · | Received $3.0 million in financing from
an intellectual property funding source, which the company used in part to fund the purchase of complementary IP assets that supports
roll-out of AuthentiGuard. |
| · | Received
nationwide coverage of AuthentiGuard®
on Fox Television during a guest spot and live demonstration on Fox and Friends. |
| · | Filed a patent infringement lawsuit against
Samsung Electronics Co., Taiwan Semiconductor Corporation, and NEC Corporation of America and others, alleging infringement of
patents related to semiconductor manufacturing. DSS acquired these patents in 2013 to support development of proprietary hardware
and peripherals, including devices running AuthentiGuard, its patented iPhone application for authentication. |
Q1 2014 Financial Highlights
Revenue for the first quarter of 2014 totaled
$3.6 million versus $3.8 million for the same year-ago quarter. The decrease was primarily due to the timing of several packaging
orders that slipped from March to April.
Printed product revenue, which includes
sales of packaging, printing and plastics, totaled $3.2 million, a decrease of 4% from $3.3 million in the same year-ago period.
Technology sales, services and licensing revenues totaled $464,000, a decrease of 5% from $491,000 in the year-ago period.
Cost of goods sold, excluding depreciation
and amortization, totaled $2.2 million, which was flat with the year-ago period.
Operating expenses totaled $6.6 million,
an increase of 36% from $4.8 million in the same year-ago period. The increase was primarily due to higher compensation costs,
professional fees and amortization expenses related to the company’s Technology Management division from the acquisition
of Lexington Technology Group (LTG) in July 2013. The Technology Management expenses were not a component of the comparable year-ago
period.
Adjusted EBITDA loss, a non-GAAP
metric the company defines as earnings before interest, taxes, depreciation, amortization, and stock based compensation, as well
as other non-recurring items, including professional fees and stock-based compensation related to the company’s merger with
LTG, totaled $1.1 million compared to an adjusted EBITDA loss of $398,000 in the first quarter of 2013 (see further discussion
about the use of adjusted EBITDA, below). Net Loss totaled $3.1 million or $(0.07) per basic and diluted share, as compared
to a net loss of $1.1 million or $(0.05) per basic and diluted share in the first quarter of 2013. The increase was primarily due
the company’s higher expense base as a result of its merger with LTG.
As of March 31, 2014, the company had $3.4
million in cash and restricted cash compared to $2.5 million at the end of the prior quarter. The increase reflects the receipt
of $3.0 million in third-party funding, offset by $750,000 in IP investments along with the use of cash for operations.
Management Commentary
“While first quarter revenue was
lower than expected due to the timing of a several packaging orders that slipped from March to April, our expectations for our
Printed Products group in 2014 remain intact,” noted Jeff Ronaldi, CEO of DSS. “Despite this timing issue, our Printed
Products group continued to produce strong positive adjusted EBITDA results, which is an integral component of our corporate strategy.”
“During the first quarter we also
continued to make progress with our IP strategy,” continued Ronaldi. “We raised capital by leveraging the strength
of our existing patent assets. In addition to bolstering our balance sheet with these proceeds, we were then able to acquire another
strategic and robust patent portfolio in April. This new portfolio significantly expands our hardware IP, while providing additional
freedom to advance the roll-out of AuthentiGuard.
“Our progress with product sales
and IP activities highlights the benefits of our multi-tiered business model, which is designed to provide a stable stream of revenue
and profits from product sales as we pursue numerous opportunities for IP monetization.”
Conference Call
DSS management will hold a conference call
later today (Tuesday, May 13, 2014) to discuss these results. The company’s CEO Jeff Ronaldi and CFO Phil Jones will host
the presentation, followed by a question and answer period.
Date: Tuesday, May 13, 2014
Time: 4:30 p.m. Eastern time (1:30 p.m.
Pacific time)
U.S. dial-in: (877) 407-9210
International dial-in: (201) 689-8049
Conference ID: 13582144
The conference call will be broadcast
simultaneously and available for replay via the investor section of the company’s website at www.dsssecure.com.
Please call the conference telephone number
10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting
with the conference call, please contact Liolios Group at (949) 574-3860.
A replay of the call will be available
after 7:30 p.m. Eastern time on the same day through May 27, 2014.
U.S. replay dial-in: (877) 660-6853
International replay dial-in: (201) 612-7415
Replay ID: 13582144
About Document Security Systems
Document Security
Systems, Inc.’s (NYSE MKT: DSS) products and solutions are used by governments, corporations and financial institutions to
defeat fraud and to protect brands and digital information from the expanding world-wide counterfeiting problem. DSS technologies
help ensure the authenticity of both digital and physical financial instruments, identification documents, sensitive publications,
brand packaging and websites.
DSS continually invests in research and
development to meet the ever-changing security needs of its clients and offers licensing of its patented technologies through its
subsidiary, DSS Technology Management, Inc.
For more information on the AuthentiGuard
Suite, please visit www.AuthentiGuard.com
For more information on DSS and its subsidiaries,
please visit www.DSSsecure.com.
To follow DSS on Facebook, click here.
For More Information
Investor Relations
Document Security Systems
(585) 325-3610
Email: ir@documentsecurity.com
Forward-Looking Statements
Forward-looking statements that may be
contained in this press release, including, without limitation, statements related to the Company’s plans, strategies, objectives,
expectations, potential value, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act and contain words such as “believes,” “anticipates,” “expects,”
“plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement.
In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties
that could result in those differences include, but are not limited to, those disclosed in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange
Commission. Forward-looking statements that may be contained in this press release are being made as of the date of its release,
and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
FINANCIAL TABLES FOLLOW
DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES |
Consolidated Statements of Operations |
(Unaudited) |
| |
Three Months Ended March 31, 2014 | | |
Three Months Ended March 31, 2013 | | |
% change | |
Revenue | |
| | |
| | |
| |
Printed products | |
$ | 3,164,000 | | |
$ | 3,279,000 | | |
| -4 | % |
Technology sales, services and licensing | |
| 464,000 | | |
| 491,000 | | |
| -5 | % |
Total revenue | |
$ | 3,628,000 | | |
$ | 3,770,000 | | |
| -4 | % |
| |
| | | |
| | | |
| | |
Costs and expenses | |
| | | |
| | | |
| | |
Cost of goods sold, exclusive of depreciation and amortization | |
$ | 2,198,000 | | |
$ | 2,208,000 | | |
| 0 | % |
Sales, general and administrative compensation | |
| 1,290,000 | | |
| 1,135,000 | | |
| 14 | % |
Depreciation and amortization | |
| 1,313,000 | | |
| 225,000 | | |
| 484 | % |
Professional fees | |
| 540,000 | | |
| 414,000 | | |
| 30 | % |
Stock based compensation | |
| 547,000 | | |
| 341,000 | | |
| 60 | % |
Sales and marketing | |
| 171,000 | | |
| 82,000 | | |
| 109 | % |
Rent and utilities | |
| 184,000 | | |
| 157,000 | | |
| 17 | % |
Other operating expenses | |
| 212,000 | | |
| 222,000 | | |
| -5 | % |
Research and development | |
| 114,000 | | |
| 58,000 | | |
| 97 | % |
Total costs and expenses | |
$ | 6,569,000 | | |
$ | 4,842,000 | | |
| 36 | % |
| |
| | | |
| | | |
| | |
Operating loss | |
| (2,942,000 | ) | |
| (1,072,000 | ) | |
| 174 | % |
| |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | |
Interest expense | |
| (75,000 | ) | |
| (44,000 | ) | |
| 70 | % |
Amortizaton of note discount | |
| (17,000 | ) | |
| (11,000 | ) | |
| 55 | % |
Foreign currency translation loss | |
| (16,000 | ) | |
| - | | |
| 100 | % |
Other expense, net | |
| (108,000 | ) | |
| (55,000 | ) | |
| 96 | % |
| |
| | | |
| | | |
| | |
Loss before income taxes | |
| (3,050,000 | ) | |
| (1,125,000 | ) | |
| 171 | % |
| |
| | | |
| | | |
| | |
Deferred tax expense, net | |
| 5,000 | | |
| 5,000 | | |
| 0 | % |
Net loss | |
$ | (3,055,000 | ) | |
$ | (1,132,000 | ) | |
| 170 | % |
| |
| | | |
| | | |
| | |
Earnings per share: | |
| | | |
| | | |
| | |
Basic | |
$ | (0.07 | ) | |
$ | (0.05 | ) | |
| 40 | % |
Diluted | |
$ | (0.07 | ) | |
$ | (0.05 | ) | |
| 40 | % |
| |
| | | |
| | | |
| | |
Shares used in computing earnings per share: | |
| | | |
| | | |
| | |
Basic | |
| 41,923,987 | | |
| 21,708,550 | | |
| 93 | % |
Diluted | |
| 41,923,987 | | |
| 21,708,550 | | |
| 93 | % |
DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES |
Condensed Consolidated Balance Sheets |
As of |
| |
March 31,
2014 | | |
December 31,
2013 | |
| |
(Unaudited) | | |
| |
| |
| | |
| |
ASSETS | |
| |
| |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 2,941,874 | | |
$ | 1,977,031 | |
Restricted cash | |
| 500,000 | | |
| 500,000 | |
Accounts receivable, net of allowance | |
| | | |
| | |
of $60,000 ($60,000- 2013) | |
| 1,151,504 | | |
| 2,149,123 | |
Inventory | |
| 1,221,345 | | |
| 834,979 | |
Prepaid expenses and other current assets | |
| 546,469 | | |
| 403,107 | |
Deferred tax asset, net | |
| 223,323 | | |
| 223,323 | |
Total current assets | |
| 6,584,515 | | |
| 6,087,563 | |
| |
| | | |
| | |
Property, plant and equipment, net | |
| 5,330,474 | | |
| 5,157,852 | |
Investments and other assets | |
| 12,284,289 | | |
| 11,448,008 | |
Goodwill | |
| 15,046,197 | | |
| 15,046,197 | |
Other intangible assets, net | |
| 28,489,633 | | |
| 29,602,591 | |
| |
| | | |
| | |
Total assets | |
$ | 67,735,108 | | |
$ | 67,342,211 | |
| |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,335,305 | | |
$ | 1,421,765 | |
Accrued expenses and other current liabilities | |
| 1,356,249 | | |
| 1,455,629 | |
Revolving lines of credit | |
| - | | |
| 158,087 | |
Short-term debt | |
| - | | |
| 824,857 | |
Current portion of long-term debt, net | |
| 596,699 | | |
| 613,488 | |
| |
| | | |
| | |
Total current liabilities | |
| 3,288,253 | | |
| 4,473,826 | |
| |
| | | |
| | |
| |
| | | |
| | |
Long-term debt, net | |
| 6,680,423 | | |
| 3,087,358 | |
Other long-term liabilities | |
| 346,509 | | |
| 27,566 | |
Deferred tax liability, net | |
| 1,369,184 | | |
| 1,364,447 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | |
Stockholders' equity | |
| | | |
| | |
Common stock, $.02 par value; 200,000,000 shares authorized, 49,503,954 shares issued and outstanding | |
| | | |
| | |
(49,411,486 on December 31, 2013) | |
| 990,079 | | |
| 988,230 | |
Additional paid-in capital | |
| 99,335,399 | | |
| 97,790,426 | |
Accumulated other comprehensive loss | |
| (37,509 | ) | |
| (27,566 | ) |
Accumulated deficit | |
| (47,917,230 | ) | |
| (44,862,076 | ) |
Non-controlling interest in subsidiary | |
| 3,680,000 | | |
| 4,500,000 | |
Total stockholders' equity | |
| 56,050,739 | | |
| 58,389,014 | |
Total liabilities and stockholders' equity | |
$ | 67,735,108 | | |
$ | 67,342,211 | |
DOCUMENT SECURITY SYSTEMS, INC. AND SUBSIDIARIES |
Condensed Consolidated Statements of Cash Flows |
For the Three Months Ended March 31, |
(Unaudited) |
| |
| | |
| |
| |
2014 | | |
2013 | |
| |
| | |
| |
Cash flows from operating activities: | |
| | |
| |
Net loss | |
$ | (3,055,154 | ) | |
$ | (1,131,585 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 1,313,371 | | |
| 225,121 | |
Stock based compensation | |
| 547,142 | | |
| 340,601 | |
Amortization of note discount and note premium, net | |
| 17,367 | | |
| 11,058 | |
Change in deferred tax provision | |
| 4,737 | | |
| 4,737 | |
Foreign currency translation loss | |
| 16,420 | | |
| - | |
Decrease (increase) in assets: | |
| | | |
| | |
Accounts receivable | |
| 997,619 | | |
| 315,074 | |
Inventory | |
| (386,366 | ) | |
| (51,886 | ) |
Prepaid expenses and other assets | |
| (183,468 | ) | |
| (131,885 | ) |
Increase (decrease) in liabilities: | |
| | | |
| | |
Accounts payable | |
| (86,453 | ) | |
| 26,176 | |
Accrued expenses and other liabilities | |
| 326,700 | | |
| 45,258 | |
Net cash used by operating activities | |
| (488,086 | ) | |
| (347,331 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchase of equipment and building improvements | |
| (134,373 | ) | |
| (17,527 | ) |
Purchase of investments | |
| (750,000 | ) | |
| - | |
Purchase of intangible assets | |
| (39,126 | ) | |
| - | |
Net cash used by investing activities | |
| (923,499 | ) | |
| (17,527 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Net payments on revolving lines of credit | |
| (158,087 | ) | |
| (238,240 | ) |
Payments of long-term debt | |
| (156,485 | ) | |
| (83,387 | ) |
Borrowings of long-term debt | |
| 2,691,000 | | |
| - | |
Payments of capital lease obligations | |
| - | | |
| (4,710 | ) |
Net cash provided (used) by financing activities | |
| 2,376,428 | | |
| (326,337 | ) |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| 964,843 | | |
| (691,195 | ) |
Cash beginning of period | |
| 1,977,031 | | |
| 1,887,163 | |
| |
| | | |
| | |
Cash end of period | |
$ | 2,941,874 | | |
$ | 1,195,968 | |
About the Presentation of Adjusted
EBITDA
The Company uses Adjusted EBITDA as a non-GAAP
financial performance measurement. Adjusted EBITDA is calculated by the Company by adding back to net income (loss) interest, income
taxes, depreciation and amortization expense as further adjusted to add back stock-based compensation expense and non-recurring
items, such as costs related to the Company’s merger with Lexington Technology Group. Adjusted EBITDA is provided to investors
to supplement the results of operations reported in accordance with GAAP. Management believes that Adjusted EBITDA provides an
additional tool for investors to use in comparing its financial results with other companies in the industry, many of which also
use Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as amortization, depreciation and
stock-based compensation, as well as non-operating charges for interest and income taxes, investors can evaluate the Company's
operations and its ability to generate cash flows from operations and can compare its results on a more consistent basis to the
results of other companies in the industry. Management also uses Adjusted EBITDA to evaluate potential acquisitions, establish
internal budgets and goals, and evaluate performance of its business units and management. The Company considers Adjusted EBITDA
to be an important indicator of the Company's operational strength and performance of its business and a useful measure of the
Company's historical and prospective operating trends. However, there are significant limitations to the use of Adjusted EBITDA
since it excludes interest income and expense and income taxes and non-recurring items such as costs related to the Company’s
merger with Lexington Technology Group, all of which impact the Company's profitability and operating cash flows, as well as depreciation,
amortization and stock-based compensation. The Company believes that these limitations are compensated by clearly identifying the
difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as a substitute for
net income and loss presented in accordance with GAAP. Adjusted EBITDA as defined by the Company may not be comparable with similarly
named measures provided by other entities. The following is a reconciliation of net loss to Adjusted EBITDA loss:
| |
Three Months Ended March 31 | |
| |
2014 | | |
2013 | | |
% change | |
| |
(unaudited) | | |
(unaudited) | | |
| |
| |
| | |
| | |
| |
Net Loss | |
$(3,055,000) | | |
$ (1,132,000) | | |
170 | % |
Add back: | |
| | | |
| | | |
| | |
Depreciation & Amortization | |
| 1,313,000 | | |
| 225,000 | | |
| 484 | % |
Stock based compensation | |
| 547,000 | | |
| 341,000 | | |
| 60 | % |
Interest expense | |
| 75,000 | | |
| 44,000 | | |
| 70 | % |
Amortization of note discount & foreign currency translation loss | |
| 34,000 | | |
| 11,000 | | |
| 209 | % |
Income Taxes | |
| 5,000 | | |
| 5,000 | | |
| 0 | % |
Professional fees and other costs incurred in conjunction with the Merger with Lexington Technology Group | |
| - | | |
| 108,000 | | |
| -100 | % |
| |
| | | |
| | | |
| | |
Adjusted EBITDA | |
| (1,081,000 | ) | |
| (398,000 | ) | |
| -172 | % |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Adjusted EBITDA, by group (unaudited) | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Printed Products | |
$ | 283,000 | | |
$ | 318,000 | | |
| -11 | % |
Technology Management | |
| (468,000 | ) | |
| (188,000 | ) | |
| 149 | % |
Corporate, less Merger costs | |
| (896,000 | ) | |
| (528,000 | ) | |
| 70 | % |
| |
| | | |
| | | |
| | |
| |
| (1,081,000 | ) | |
| (398,000 | ) | |
| -172 | % |
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