UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________

FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended          June 30, 2016
or

[   ]
  Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.

For the transition period from _________ to ________

 
Commission File Number: 0-26330

ASTEA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)


Delaware                
 
     23-2119058
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     

240 Gibraltar Road, Horsham,  PA
 
19044
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant's telephone number, including area code: (215) 682-2500

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  X      No      

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes   X       No         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of "accelerated filer", "large accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange act.

 Large Accelerated filer __      Accelerated Filer __      Non-accelerated Filer       Smaller Reporting Company X  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes            No    X  

As of August 8, 2016, 3,587,299 shares of the registrant's Common Stock, par value $.01 per share, were outstanding.


1

ASTEA INTERNATIONAL INC. AND SUBSIDIARIES

FORM 10-Q
QUARTERLY REPORT
INDEX
 
   
Page No.
     
Facing Sheet
 
1
     
Index
 
2
     
PART I - FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
     
 
Consolidated Balance Sheets
3
     
 
Consolidated Statements of Operations (unaudited)
4
     
 
Consolidated Statements of Comprehensive Loss (unaudited)
5
     
 
Consolidated Statements of Stockholders' Deficit (unaudited)
6
     
 
Consolidated Statements of Cash Flows (unaudited)
7
     
 
Notes to Unaudited Consolidated Financial Statements
8
     
Item 2.
Management's Discussion and Analysis of Financial
 
 
Condition and Results of Operations
16
     
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
24
     
Item 4.
Controls and Procedures
24
     
PART II - OTHER INFORMATION
 
     
Item 1A.
Risk Factors
25
     
Item 6.
Exhibits
26
     
 
Signatures
27
2
PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

ASTEA INTERNATIONAL INC . AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
   
June 30,
   
December 31,
 
   
2016
(Unaudited)
   
2015
 
ASSETS
       
Current assets:
       
  Cash and cash equivalents
 
$
1,406,000
   
$
1,663,000
 
  Investments available for sale
   
13,000
     
13,000
 
  Accounts receivables, net of allowance of $68,000 and
     $68,000, respectively
   
4,596,000
     
5,597,000
 
  Prepaid expenses and other current assets
   
424,000
     
368,000
 
 
       Total current assets
   
6,439,000
     
7,641,000
 
                 
Property and equipment, net
   
158,000
     
173,000
 
Capitalized software development costs, net
   
3,844,000
     
3,381,000
 
Restricted cash
   
75,000
     
128,000
 
Other long-term assets
   
143,000
     
98,000
 
 
Total assets
 
$
10,659,000
   
$
11,421,000
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities:
               
  Accounts payable and accrued expenses
   
2,599,000
     
2,580,000
 
  Deferred revenues
   
8,724,000
     
10,693,000
 
 
        Total current liabilities
   
11,323,000
     
13,273,000
 
                 
Long-term liabilities:
               
  Line of credit from Silicon Valley Bank
   
1,526,000
     
1,374,000
 
  Long-term accrued expenses
   
287,000
     
237,000
 
  Deferred tax liability
   
41,000
     
29,000
 
  Deferred revenues, net of current portion
   
3,757,000
     
1,045,000
 
 
        Total long-term liabilities
   
5,611,000
     
2,685,000
 
                 
Commitments and contingencies
               
                 
Stockholders' deficit:
               
   Convertible preferred stock, $.01 par value, shares authorized 5,000,000:
       Series A issued and outstanding 826,000 shares
   
8,000
     
8,000
 
       Series B issued and outstanding 797,000 shares
   
8,000
     
8,000
 
   Common stock $.01 par value, 25,000,000 shares authorized; issued
       3,629,000; outstanding 3,587,000 shares
   
36,000
     
36,000
 
   Additional paid-in-capital
   
32,263,000
     
32,417,000
 
   Accumulated deficit
   
(37,592,000
)
   
(35,847,000
)
   Accumulated other comprehensive loss
   
(790,000
)
   
(951,000
)
   Treasury stock at cost, 42,000 common shares
   
(208,000
)
   
(208,000
)
 
        Total stockholders' deficit
   
(6,275,000
)
   
(4,537,000
)
 
        Total liabilities and stockholders' deficit
 
$
10,659,000
   
$
11,421,000
 
See accompanying notes to the unaudited consolidated financial statements.
 
3

 ASTEA INTERNATIONAL INC . AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months
   
Six Months
 
   
Ended June 30 ,
   
Ended June 30,
 
   
2016
   
2015
   
2016
   
2015
 
Revenues:
     
   
   
 
Software license fees
 
$
248,000
   
$
2,179,000
   
$
1,092,000
   
$
3,319,000
 
Subscriptions
   
1,066,000
     
234,000
     
1,568,000
     
490,000
 
Services and maintenance
   
4,372,000
     
4,126,000
     
8,374,000
     
8,590,000
 
 
 
    Total revenues
   
5,686,000
     
6,539,000
     
11,034,000
     
12,399,000
 
 
Costs of revenues:
                               
Cost of software license fees
   
585,000
     
1,177,000
     
1,168,000
     
2,208,000
 
 Cost of subscriptions
   
242,000
     
238,000
     
469,000
     
305,000
 
Cost of services and maintenance
   
3,712,000
     
3,211,000
     
6,903,000
     
6,315,000
 
 
Total cost of  revenues
   
4,539,000
     
4,626,000
     
8,540,000
     
8,828,000
 
 
Gross profit
   
1,147,000
     
1,913,000
     
2,494,000
     
3,571,000
 
 
Operating Expenses:
                               
Product development
   
267,000
     
353,000
     
394,000
     
856,000
 
Sales and marketing
   
1,178,000
     
1,143,000
     
2,218,000
     
2,118,000
 
General and administrative
   
717,000
     
649,000
     
1,557,000
     
1,568,000
 
 
Total operating expenses
   
2,162,000
     
2,145,000
     
4,169,000
     
4,542,000
 
 
Loss from operations
   
(1,015,000
)
   
(232,000
)
   
(1,675,000
)
   
(971,000
)
Interest expense, net
   
21,000
     
31,000
     
46,000
     
73,000
 
 
Loss before income taxes
   
(1,036,000
)
   
(263,000
)
   
(1,721,000
)
   
(1,044,000
)
Income tax expense
   
12,000
     
10,000
     
24,000
     
22,000
 
 
Net loss
   
(1,048,000
)
   
(273,000
)
   
(1,745,000
)
   
(1,066,000
)
Preferred dividend
   
125,000
     
125,000
     
250,000
     
250,000
 
 
Net loss available to common stockholders
 
$
(1,173,000
)
 
$
(398,000
)
 
$
(1,995,000
)
 
$
(1,316,000
)
 
                               
Basic and diluted loss per share available to common stockholders
 
$
(0.33
)
 
$
(0.11
)
 
$
(0.56
)
 
$
(0.37
)
 
                               
Weighted average shares outstanding used in computing basic and diluted loss per common share
   
3,587,000
     
3,587,000
     
3,587,000
     
3,587,000
 


See accompanying notes to the unaudited consolidated financial statements.



4
 
ASTEA INTERNATIONAL INC . AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
Net loss
 
$
(1,048,000
)
 
$
(273,000
)
 
$
(1,745,000
)
 
$
(1,066,000
)
Other comprehensive income (loss):
                               
     Foreign currency translation adjustment
   
266,000
     
(287,000
)
   
161,000
     
(303,000
)
Comprehensive loss
 
$
(782,000
)
 
$
(560,000
)
 
$
(1,584,000
)
 
$
(1,369,000
)



See accompanying notes to the unaudited consolidated financial statements.


5
 
 
ASTEA INTERNATIONAL INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
 
 
 
Series A
convertible
preferred
stock at par value
   
Series B
convertible
preferred
stock at par value
   
Common
stock
   
Additional
paid-in-
capital
   
Accumulated
other
compre-
hensive
loss
   
Accumulated
deficit
   
Treasury
stock
   
Total
stockholders'
deficit
 
 
Balances at December 31, 2015
 
$
8,000
   
$
8,000
   
$
36,000
   
$
32,417,000
   
$
(951,000
)
 
$
(35,847,000
)
 
$
(208,000
)
 
$
(4,537,000
)
 
Net loss
   
—
     
—
     
—
     
—
     
—
     
(1,745,000
)
   
—
     
(1,745,000
)
 
                                                               
Series A and B preferred
   dividends
   
—
     
—
     
—
     
(250,000
)
   
—
     
—
     
—
     
(250,000
)
 
                                                               
Amortization of preferred stock
   dividend
   
—
     
—
     
—
     
30,000
     
—
     
—
     
—
     
30,000
 
 
                                                               
Stock-based compensation
   
—
     
—
     
—
     
66,000
     
—
     
—
     
—
     
66,000
 
 
                                                               
Other comprehensive income
   
—
     
—
     
—
     
—
     
161,000
     
—
     
—
     
161,000
 
 
                                                               
Balances at June 30, 2016
 
$
8,000
   
$
8,000
   
$
36,000
   
$
32,263,000
   
$
(790,000
)
 
$
(37,592,000
)
 
$
(208,000
)
 
$
(6,275,000
)
 
                                                               



See accompanying notes to the unaudited consolidated financial statements.



6
 
ASTEA INTERNATIONAL INC . AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Six Months Ended
 
   
June 30,
 
   
2016
   
2015
 
Cash flows from operating activities:
       
   Net loss
 
$
(1,745,000
)
 
$
(1,066,000
)
   Adjustments to reconcile net loss to net cash
       provided by operating activities:
               
                  Depreciation and amortization
   
1,177,000
     
2,251,000
 
        Amortization of deferred financing costs
   
12,000
     
22,000
 
        Increase  in allowance for doubtful accounts
   
-
     
20,000
 
        Stock-based compensation
   
66,000
     
64,000
 
        Deferred income tax
   
12,000
     
20,000
 
        Changes in operating assets and liabilities:
               
            Receivables
   
1,137,000
     
(1,800,000
)
            Prepaid expenses and other
   
(85,000
)
   
(10,000
)
            Other assets
   
(45,000
)
   
1,000
 
            Accounts payable and accrued expenses
   
70,000
     
449,000
 
            Deferred revenues
   
763,000
     
1,215,000
 
 
   Net cash  provided by operating activities
   
1,362,000
     
1,166,000
 
 
Cash flows from investing activities:
               
  Purchases of property and equipment
   
(32,000
)
   
(38,000
)
  Capitalized software development costs
   
(1,592,000
)
   
(1,022,000
)
  Decrease  (increase)  in restricted cash
   
53,000
     
(2,000
)
 
   Net cash used in investing activities
   
(1,571,000
)
   
(1,062,000
)
                 
              Cash flows from financing activities:
               
   Dividend payments on preferred stock
   
(220,000
)
   
(220,000
)
   Payment on line of credit from Silicon Valley Bank
   
(48,000
)
   
-
 
                  Proceeds on line of credit from Silicon Valley Bank
   
200,000
     
420,000
 
 
Net cash (used in) provided by financing activities
   
(68,000
)
   
200,000
 
 
   Effect of exchange rate changes on cash
   
20,000
     
(129,000
)
 
   Net (decrease) increase in cash and cash equivalents
   
(257,000
)
   
175,000
 
   Cash and cash equivalents, beginning of period
   
1,663,000
     
1,349,000
 
 
   Cash and cash equivalents, end of period
 
$
1,406,000
   
$
1,524,000
 
                 
See accompanying notes to the unaudited consolidated financial statements.
 


7

 
Item 1.    FINANCIAL STATEMENTS (Continued)

ASTEA INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    BASIS OF PRESENTATION

The consolidated financial statements at June 30, 2016 and for the three and six month periods ended June 30, 2016 and 2015 of Astea International Inc. and subsidiaries ("Astea" or the "Company") are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods.  The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto, included in the Company's latest annual report (Form 10-K) and our Form 10-Q's for the quarters ended March 31, 2015, June 30, 2015, September 30, 2015 and March 31, 2016. The interim financial information presented is not necessarily indicative of results expected for the entire year ending December 31, 2016.

Reclassification

Certain reclassifications to the statement of operations, related to subscription costs, and to the statement of cash flows, related to amortization of deferred financing costs, were made to prior period financial statements to conform to the current presentation.

Operating Matters and Liquidity

The Company has a history of net losses.  In the first six months of 2016, the Company generated a net loss of $1,745,000 compared to a net loss of $1,066,000 in the same period in 2015.  Further, at June 30, 2016, the Company had a working capital ratio of .57:1, with cash and cash equivalents and investments available for sale of $1,419,000.

The Company expects to continue to incur additional operating expenses for research and development and investment in software development to achieve its projected revenue growth.  We continually evaluate our operating cash flows which can vary subject to the actual timing of new sales closing compared to our projection of those sales closing and are sensitive to many factors, including changes in working capital and our net loss.  However, projections of future cash needs and cash flows are subject to substantial uncertainty.  As of June 30, 2016, the Company owed $1,526,000 against the line of credit from Silicon Valley Bank ("SVB").   The availability under the SVB line of credit is tied to a borrowing base formula that is based on 80% of the Company's eligible domestic accounts receivable. As of June 30, 2016, the availability under the line of credit was $188,000.  The Company has projected revenues that management believes will provide sufficient funds along with cash on hand and available borrowings under its line of credit to sustain its continuing operations for at least the next twelve months.

The Company does not plan any significant capital expenditures in 2016 other than to replace its existing capital equipment as it becomes obsolete. The Company's plans for investment in product development and capitalized software development costs are expected to be similar to prior years.

2.      NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards, the Financial Accounting Standards Board (FASB) issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning January 1, 2018.  Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016. We anticipate this standard may have a material impact on our consolidated financial statements, and we are currently evaluating its impact.

8
In August 2014, FASB issued Preparation of Financial Statements - Going Concern, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Presentation of Financial Statements — Liquidation Basis of Accounting.  Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this update are effective for us on January 1, 2017.   Early application is permitted. We anticipate this update will not have a material impact on our consolidated financial statements.

In November 2015, the FASB issued Income Taxes: Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017 with early application permitted as of the beginning of any interim or annual reporting period. We anticipate that this standard will not have a material impact on our consolidated financial statements.

In February 2016, the FASB completed its leases project by issuing Accounting Standards Update No. 2016-02,  Leases . The updated guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases.  The updated guidance:

· Results in a more faithful representation of the rights and obligations arising from leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases,

· Improves understanding and comparability of lessees' financial commitments regardless of the manner they choose to finance the assets used in their businesses,

· Clarifies the definition of a lease to address practice issues that were raised about the previous definition of a lease and to align the concept of control, as it is used in the definition of a lease, more closely with the control principle in consolidation.

The updated guidance is effective for us beginning January 1, 2019.  Early adoption of the update is permitted. The Company is evaluating the impact of this updated guidance on its consolidated financial statements and related disclosures.

3.        FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company defines the fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company accounts for certain assets and liabilities at fair value.  The hierarchy below lists three levels of fair value based on the extent to which inputs in measuring fair value are observable in the market.  We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.  These levels are:

1. Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.
2. Level 2 - Valuations based on inputs on other than quoted prices included within Level 1, for which all significant inputs are observable, either directly or indirectly.
3. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs reflect the Company's assumptions about the assumptions a market participant would use in pricing the asset.

9
The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and accrued expenses and the line of credit approximate fair value because of the short-term nature of these instruments.

Investments classified as available for sale are measured using quoted market prices multiplied by the quantity held where quoted market prices were available. The Company is currently invested in mutual funds. The aggregate fair value of mutual funds as of June 30, 2016 and 2015 was $13,000. The mutual funds are valued using Level 1 inputs and contain investments that seek high level of current income. There were no impairments of investments as of June 30, 2016 and 2015.

Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. Fair value is calculated based on publicly available market information or other estimates determined by management. We employ a systematic methodology on a quarterly basis that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality, the duration and extent to which the fair value is less than cost, and for equity securities, our intent and ability to hold, or plans to sell, the investment. For fixed income securities, we also evaluate whether we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery. We also consider specific adverse conditions related to the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, and operational and financing cash flow factors. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established.

4.   CONCENTRATION OF CREDIT RISK
 
Financial instruments, which potentially subject the Company to credit risk, consist of cash equivalents and accounts receivable.  The Company's policy is to limit the amount of credit exposure to any one financial institution.  The Company places investments with financial institutions evaluated as being creditworthy, or investing in short-term money market funds which are exposed to minimal interest rate and credit risk.  Cash balances are maintained with several banks.  Certain operating accounts may exceed insured limits.

The Company sells its products to customers involved in a variety of industries including information technology, medical devices and diagnostic systems, industrial controls and instrumentation and retail systems.  While the Company does not require collateral from its customers, it does perform continuing credit evaluations of its customers' financial condition.

5.    LINE OF CREDIT FROM SILICON VALLEY BANK

On December 18, 2014, the Company and SVB amended and restated the Prior Loan Agreement (the "Loan Agreement") and established a new revolving credit facility for the Company in the principal amount of up to $2,000,000 (the "Revolving Facility").  Availability under the Revolving Facility is tied to a borrowing base formula that is based on 80% of the Company's eligible domestic accounts receivable.  Advances under the Revolving Facility (the "Advances") may be repaid and reborrowed in accordance with the Loan Agreement.   Interest, which is payable monthly, accrues on the unpaid principal balance of the Advances at a floating per annum rate equal to the greater of: (i) 2.25% above the prime rate (which may be reduced to 2.00% above the prime rate for every month in which the Company maintains an "adjusted quick ratio" of at least 1.50:1) or (ii) 5.25%; provided, that the minimum interest amount due per month shall not be less than $2,000.  

On January 14, 2016, the Company and SVB amended and restated the Loan Agreement to extend the maturity date of the credit facility through April 2018 and revised and clarified certain covenants and other terms of the credit facility ("Loan Modification Agreement").

If the Company is not in compliance with the terms of the Loan Modification Agreement at the end of any month, all outstanding advances plus accrued interest are immediately due and payable.  Provided that no event of default exists, SVB may, in its good faith business discretion, refinance the outstanding borrowings with Advances based on specific eligible accounts.  During an event of default, the rate of interest would increase 5% above the otherwise applicable rate, until such event of default is cured or waived.  

10
Subject to certain exceptions, the Loan Modification Agreement contains covenants prohibiting the Company from, among other things: (a) conveying, selling, leasing, transferring or otherwise disposing of their properties or assets; (b) liquidating or dissolving; (c) engaging in any business other than the business currently engaged in or reasonably related thereto; (d) entering into any merger or consolidation, or acquiring all or substantially all of the capital stock or property of another entity; (e) becoming liable for any indebtedness; (f) allowing any lien or encumbrance on any of their property; and (g) paying any dividends (other than dividends on outstanding convertible preferred stock); and (i) making payment on subordinated debt.  Further, the Company must maintain a minimum "adjusted quick ratio," tested as of the last day of each month, of at least 1.25:1.00.  The adjusted quick ratio is the ratio of (a) the Company's consolidated, unrestricted cash plus net booked accounts receivable to (b) the Company's liabilities to SVB plus, without duplication, the aggregate amount of the Company's liabilities that mature within 1 year, minus the current portion of deferred revenue.

The Revolving Facility is secured by a first priority perfected security interest in substantially all of the assets of the Company, excluding the intellectual property of the Company.  The Loan Agreement contains a negative covenant prohibiting the Company from granting a security interest in their intellectual property to any party.

As of June 30, 2016 and December 31, 2015, the Company owed $1,526,000 and $1,374,000, respectively, against the Revolving Facility.  The Company incurred $47,000 and $64,000 of interest expense to SVB for the six months ended June 30, 2016 and 2015, respectively.  As of June 30, 2016, the availability under the line of credit was $188,000. The Company was in compliance with the covenants of the Loan Agreement as of June 30, 2016 and December 31, 2015.
 
6.      INCOME TAX

The Company has identified its federal tax return and its state returns in Pennsylvania and California as "major" tax jurisdictions.  Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements.  The Company's evaluation was performed for tax years ended 2012 through 2015, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on a tax authority audit and does not anticipate any adjustments that will result in a material change to its financial position, results of operations or cash flows.

The Company's policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of income before income taxes.  Penalties are recorded in general and administrative expenses and interest accrued or receivable is recorded in interest expense or interest income, respectively, in the statement of operations.  For the first three months of 2016 and 2015, there was no interest or penalties related to uncertain tax positions.

At June 30, 2016, the Company maintained a 100% valuation allowance for its remaining deferred tax assets, based on the uncertainty of the realization of the deferred tax assets due to the uncertainty of future taxable income.

7.     EQUITY PLANS

Share-Based Awards

The Company estimates the fair value of stock options granted using the Black-Scholes-Merton ("Black-Scholes") option-pricing formula and amortizes the estimated option value using an accelerated amortization method where each option grant is split into tranches based on vesting periods.  The Company's expected term represents the period that the Company's share-based awards are expected to be outstanding and was determined based on historical experience regarding similar awards, giving consideration to the contractual terms of the share-based awards and employee termination data.  Executive level employees who hold a majority of options outstanding, and non-executive level employees each have similar historical option exercise and termination behavior and thus were grouped for valuation purposes.  The Company's expected volatility is based on the historical volatility of its traded common stock and places exclusive reliance on historical volatilities to estimate stock volatility over the expected term of its awards.  The Company has historically not paid dividends to common stockholders and has no foreseeable plans to issue dividends.  The risk-free interest rate is based on the yield from the U.S. Treasury zero-coupon bonds with an equivalent term.

As of June 30, 2016, the total unrecognized compensation cost related to non-vested options amounted to $220,000, which is expected to be recognized over the options' average remaining vesting period of 2.6 years.

Under the Company's stock option plans, option awards generally vest over a four year period of continuous service and have a 10 year contractual term.  The fair value of each option is amortized on a straight-line basis over the option's vesting period.  The fair value of each option is estimated on the date of grant using the Black-Scholes option valuation model.

11
There were 115,000 and 116,000 options granted during the six months ended June 30, 2016 and 2015, respectively.  Activity under the Company's stock option plans for the six months ended June 30, 2016 is as follows:

   
OPTIONS OUTSTANDING
 
   
Shares
   
Weighted Average Exercise Price Per Share
 
Balance, December 31, 2015
   
738,000
   
$
3.06
 
   Granted
   
115,000
     
1.91
 
   Forfeited
   
(10,000
)
   
3.21
 
 
Balance, June 30, 2016
   
843,000
   
$
2.90
 

The following table summarizes outstanding options under the Company's stock option plans as of June 30, 2016:

   
Number of Shares
   
Weighted Average Exercise Price Per Share
   
Weighted Average Remaining Contractual Term (in years)
   
Aggregate Intrinsic Value
 
 
Outstanding Options
   
843,000
   
$
2.90
     
5.66
   
$
128,000
 
                                 
Ending Vested and Exercisable
   
548,000
   
$
3.43
     
3.97
   
$
25,000
 
                                 
Options Vested and Expected to Vest
   
754,000
   
$
3.02
     
5.24
   
$
95,000
 
 
Convertible Preferred Stock

Series A

On September 24, 2008 the Company issued 826,000 shares of Series-A Convertible Preferred Stock ("Series A Preferred Stock") to its Chief Executive Officer at a price of $3.63 per share for a total of $3,000,000.  Dividends accrue daily on the Series A Preferred at a rate of 10% and are payable only when, and if, declared by the Company's Board of Directors, quarterly in arrears. The Company accrued $75,000 at June 30, 2016 and 2015 and paid $150,000 in Series-A preferred stock dividends for the six months ended June 30, 2016 and 2015.
 
The Series A Preferred Stock may be converted into common stock at the rate of one share of common for each share of Series A Preferred Stock. The Company has rights to cause conversion of all of the shares of Series A Preferred Stock outstanding. The Company may redeem, subject to board approval, all of the shares of Series A Preferred Stock then outstanding at a price equal to the greater of (i) 130% of the purchase price plus all accrued and unpaid dividends and (ii) the fair market value of such number of shares of common stock which the holder of the Series A Preferred Stock would be entitled to receive had the redeemed Series A Preferred Stock been converted immediately prior to the redemption. In the event of a liquidation of the Company, the holder of the Series A and (Series B) preferred stock shall be entitled to receive in preference to the holders of the common stock, the original amount invested in the preferred stock plus any declared but unpaid dividends.

The Company reports the Series A Preferred Stock on the Company's consolidated balance sheet within stockholders' deficit.

Series B

On June 20, 2014, the Company issued 797,000 of Series-B Convertible Preferred Stock ("Series B Preferred Stock") to its Chief Executive Officer at a price of $2.51 per share in exchange for the cancellation of $2,000,000 of outstanding principal owed to its Chief Executive Officer under a Revolving Promissory Note dated March 26, 2014.  The Audit Committee of the Board of Directors of the Company unanimously approved the transaction.
 
12
The per share price was determined as the greater of (i) the average closing bid price of a share of the Company's common stock reported by Nasdaq for the 30 trading days ending two trading days prior to the date of the Series B Preferred Stock agreement and (ii) 10% above the closing bid price of the Company's common stock on the date of the Series B Preferred Stock agreement.  Accordingly, the per share price was set at $2.51 ("Purchase Price"), corresponding to 10% above the closing bid price on June 20, 2014.  Pursuant to the terms of the Series B Preferred Stock agreement, the Company also granted its Chief Executive Officer certain registration rights in the event the Company elects to file a registration statement with the Securities and Exchange Commission relating to an offering of its equity securities under the Securities Act of 1933, as amended.
 
The Series B Preferred Stock may be converted into shares of common stock on a one-to-one ratio, subject to customary anti-dilution provisions.  The Series B Preferred Stock pays a quarterly dividend, which accrues at an annual rate of 7%, subject to certain rate adjustments as provided for under the agreement, until June 20, 2016 and at an annual rate of 10% thereafter.  The Company's Chief Executive Officer may convert 100% of his shares of the Series B Preferred Stock into shares of common stock.  Each and every outstanding share of Series B Preferred Stock is subject to mandatory and automatic conversion into shares of common stock if the closing price of the common stock as reported by the principal exchange or quotation system on which such common stock is traded or reported exceeds 300% of the then current conversion price for 30 consecutive trading days.  The Company may redeem all of the outstanding shares of the Series B Preferred Stock issued at a price per share equal to 300% of the purchase price.  The Series B Preferred Stock ranks senior to the common stock and on parity with the Company's Series A Preferred Stock.  In the event of a liquidation of the Company, the holder of the Series B and Series A Preferred Stock shall be entitled to receive in preference to the holders of the common stock, the original amount invested in the preferred stock plus any unpaid and accrued dividends.  Preferred stock dividends on the Series B are declared quarterly by the Board of Directors.

The Company reports the Series B Preferred Stock on the Company's consolidated balance sheet within stockholders' deficit at the amount of net proceeds received less an imputed dividend cost. The imputed dividend cost of $110,000 was the result of the preferred stock having a dividend rate during the first two years after its issuance (7%) that is lower than the rate that becomes fixed (10%) after the initial two year period. The imputed dividend cost of $110,000 was being amortized over the first two years from the date of issuance and was based upon the present value of the dividend discount using a 10% yield. The Company amortized $30,000 related to the imputed dividend cost for each of the six months ended June 30, 2016 and 2015. The imputed dividend was fully amortized as of June 30, 2016.  The Company accrued $35,000 at June 30, 2016 and 2015 and paid $70,000 in Series B Preferred Stock dividends for the six months ended June 30, 2016 and 2015.

8.      LOSS PER SHARE

Loss per share is computed on the basis of the weighted average number of shares and common stock equivalents outstanding during the period.  In the calculation of diluted loss per share, shares outstanding are adjusted to assume conversion of the Company's non-interest bearing convertible stock and exercise of options as if they were dilutive.  In the calculation of basic loss per share, weighted average numbers of shares outstanding are used as the denominator.


13
 
The Company had net loss allocable to common stockholders for the six months ended June 30, 2016 and 2015.  Loss per share is computed as follows:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2015
 
2016
 
2015
 
Numerator:
       
Net loss available to common shareholders
 
$
(1,173,000
)
 
$
(398,000
)
 
$
(1,995,000
)
 
$
(1,316,000
)
 
Denominator:
                               
Weighted average shares used to compute net loss available to common shareholders per common share basic and dilutive
   
3,587,000
     
3,587,000
     
3,587,000
     
3,587,000
 
 
Basic and dilutive net loss per share to common shareholder
 
$
(0.33
)
 
$
(0.11
)
 
$
(0.56
)
 
$
(0.37
)

All options outstanding to purchase shares of common stock and shares of common stock issued on the conversion of the eligible preferred stock were excluded from the diluted loss per common share calculation for the three and six months ended June 30, 2016 and 2015, as the inclusion of these options would have been antidilutive.


14
 

9.              GEOGRAPHIC SEGMENT DATA

The Company and its subsidiaries are engaged in the design, development, marketing and support of its service management software solutions.  Substantially all revenues result from the license of the Company's software products and related professional services and customer support services.  The Company's chief executive officer reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance.  Accordingly, the Company considers itself to have three reporting segments as follows:

 
 
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
Revenues
 
   
   
   
 
Software license fees
 
   
   
   
 
United States
 
$
96,000
   
$
1,924,000
   
$
581,000
   
$
2,337,000
 
Total United States software license fees
   
96,000
     
1,924,000
     
581,000
     
2,337,000
 
Europe
   
147,000
     
171,000
     
500,000
     
801,000
 
Asia Pacific
   
5,000
     
84,000
     
11,000
     
181,000
 
 
Total foreign software license fees revenue
   
152,000
     
255,000
     
511,000
     
982,000
 
 
   Total software license fees
   
248,000
     
2,179,000
     
1,092,000
     
3,319,000
 
        Subscriptions
                               
United States
   
675,000
     
154,000
     
856,000
     
363,000
 
 
Total United States subscriptions
   
675,000
     
154,000
     
856,000
     
363,000
 
Europe
   
317,000
     
9,000
     
582,000
     
9,000
 
Asia Pacific
   
74,000
     
71,000
     
130,000
     
118,000
 
 
Total foreign subscriptions
   
391,000
     
80,000
     
712,000
     
127,000
 
 
    Total subscription revenue
   
1,066,000
     
234,000
     
1,568,000
     
490,000
 
         Services and maintenance
                               
 United States
   
2,704,000
     
2,612,000
     
5,191,000
     
5,543,000
 
 
Total United States services and
                               
maintenance revenue
   
2,704,000
     
2,612,000
     
5,191,000
     
5,543,000
 
Europe
   
874,000
     
718,000
     
1,591,000
     
1,440,000
 
Asia Pacific
   
794,000
     
796,000
     
1,592,000
     
1,607,000
 
 
Total foreign services and
                               
maintenance revenue
   
1,668,000
     
1,514,000
     
3,183,000
     
3,047,000
 
 
                    Total services and maintenance revenue
   
4,372,000
     
4,126,000
     
8,374,000
     
8,590,000
 
                                 
Total revenue
 
$
5,686,000
   
$
6,539,000
   
$
11,034,000
   
$
12,399,000
 
 
                               
Net  income (loss)
                               
            United States
 
$
(664,000
)
 
$
459,000
   
$
(1,362,000
)
 
$
71,000
 
Europe
   
(302,000
)
   
(704,000
)
   
(257,000
)
   
(905,000
)
Asia Pacific
   
(82,000
)
   
(28,000
)
   
(126,000
)
   
(232,000
)
 
                               
            Net loss
 
$
(1,048,000
)
 
$
(273,000
)
 
$
(1,745,000
)
 
$
(1,066,000
)


15
 
Item 2.                            MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF  OPERATIONS

Overview

This document contains various forward-looking statements and information that are based on management's beliefs, assumptions made by management and information currently available to management.  Such statements are subject to various risks and uncertainties, which could cause actual results to vary materially from those contained in such forward-looking statements.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected.   Certain of these, as well as other risks and uncertainties are described in more detail herein and in Astea International Inc.'s ("Astea or the Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Astea is a global provider of service management software that addresses the unique needs of companies who manage capital equipment, mission critical assets and human capital.  Clients include Fortune 500 to mid-size companies which Astea services through company facilities in the United States, United Kingdom, Australia, Japan, the Netherlands and Israel.  Since its inception in 1979, Astea has licensed applications to companies in a wide range of sectors including information technology, telecommunications, instruments and controls, business systems, and medical devices.

Astea Alliance, the Company's service management suite of solutions, supports the complete service lifecycle, from lead generation and project quotation to service and billing through asset retirement.  It integrates and optimizes critical business processes for Campaigns, Call Center, Depot Repair, Field Service,  Logistics, Projects and Sales, and Order Processing applications.  Astea extends its application suite with mobile workforce management, dynamic scheduling optimization, third party vendor and customer self-service portals, and business intelligence.  In order to ensure customer satisfaction, Astea also offers infrastructure tools and services. Astea Alliance provides service organizations with technology-enabled business solutions that improve profitability, stabilize cash-flows, and reduce operational costs through automating and integrating key service, sales and marketing processes.

The FieldCentrix Enterprise is a service management solution that runs on a wide range of mobile devices (handheld computers, laptops and PCs, and Pocket PC devices), and integrates seamlessly with popular customer relationship management ("CRM") and ERP applications.  Add-on features include a web-based customer self-service portal, workforce optimization capabilities, and equipment-centric functionality.   FieldCentrix has licensed applications to companies in a wide range of sectors including HVAC, building and real estate services, manufacturing and process instruments and controls, and medical equipment.

The Company's sales and marketing efforts are primarily focused on new software licensing (on premise and cloud solutions) and support services for its latest generation of Astea Alliance and FieldCentrix products.

Critical Accounting Policies and Estimates

The Company's significant accounting policies are described in Management's Discussion and Analysis of Financial Condition and Results of Operations and the Summary of Accounting Policies, Note 2, in the Company's 2015 Annual Report on Form 10-K.  The preparation of financial statements in conformity with accounting principles generally accepted within the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying financial statements and related notes.  In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality.  The Company does not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below; however, application of these accounting policies involves the exercise of judgments and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Revenue Recognition

Astea's revenue is principally recognized from three sources: (i) licensing arrangements, (ii) subscription services and (iii) services and maintenance.

The Company markets its products primarily through its direct sales force and resellers.  License agreements do not provide for a right of return, and historically, product returns have not been significant.

16
The Company recognizes revenue from license sales when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the license fee is fixed and determinable and the collection of the fee is probable.  The Company utilizes written contracts as a means to establish the terms and conditions by which our products, support and services are sold to our customers.  Delivery is considered to have occurred when title and risk of loss have been transferred to the customer, which generally occurs after a license key has been delivered electronically to the customer.  Revenue for arrangements with extended payment terms in excess of one year is recognized when the payments become due, provided all other recognition criteria are satisfied.  If collectability is not considered probable, revenue is recognized when the fee is collected.  Our typical end user license agreements do not contain acceptance clauses.  However, if acceptance criteria are required, revenues are deferred until customer acceptance has occurred.

If these criteria are not met, then revenue is deferred until such criteria are met or until the period(s) over which the last undelivered element is delivered. If there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each unit's relative fair value. There may be cases, however, in which there is objective and reliable evidence of fair value of the undelivered item(s) but no such evidence for the delivered item(s). In those cases, the residual method is used to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered item(s) equals the total arrangement consideration less the aggregate fair value of the undelivered item(s). We apply the revenue recognition policies discussed below to each separate unit of accounting.

Astea allocates revenue to each element in a multiple-element arrangement based on the elements' respective fair value, determined by the price charged when the element is sold separately.  Specifically, Astea determines the fair value of the maintenance portion of the arrangement based on the price, at the date of sale, if sold separately, which is generally a fixed percentage of the software license selling price.  The professional services portion of the arrangement is based on hourly rates which the Company charges for those services when sold separately from software.  If evidence of fair value of all undelivered elements exists, but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method.  If an undelivered element for which evidence of fair value does not exist, all revenue in an arrangement is deferred until the undelivered element is delivered or fair value can be determined.  Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.  The proportion of the revenue recognized upon delivery can vary from quarter-to-quarter depending upon the determination of vendor-specific objective evidence (VSOE) of fair value of undelivered elements.  The residual value, after allocation of the fee to the undelivered elements based on VSOE of fair value, is then allocated to the perpetual software license for the software products being sold.

When appropriate, the Company may allocate a portion of its software revenue to post-contract support activities or to other services or products provided to the customer free of charge or at non-standard rates when provided in conjunction with the licensing arrangement.  Amounts allocated are based upon standard prices charged for those services or products which, in the Company's opinion, approximate fair value.  Software license fees for resellers or other members of the indirect sales channel are based on a fixed percentage of the Company's standard prices.  The Company recognizes software license revenue for such contracts based upon the terms and conditions provided by the reseller to its customer. The Company regularly communicates with its resellers and recognizes revenue based on information from its resellers regarding possible returns and collectability. However, the Company does not have a history of returns from the resellers.

In subscription based arrangements, even though customers use the software element, they generally do not have a contractual right to take possession of the software at any time during the hosting period without significant penalty to either run the software on its own hardware or contract with an unrelated third party to host the software. Accordingly, these software as a service (SaaS) arrangements, including the software license fees within the arrangements, are accounted for as subscription services provided all other revenue recognition criteria have been met.  The subscription revenue is recognized on a straight-line basis over the service period.  A SaaS contract is generally 1 to 3 years in duration. In accordance with generally accepted accounting principles, the Company may not recognize any SaaS revenue before the customer goes live, to ensure that the revenue will match the use of services. The implementation period is typically between 6 and 10 months. When upfront implementation, consulting and training services are bundled with the subscription based arrangement, these services are recognized over the life of the initial contract, once the project goes live.

The post-contract support on perpetual licenses provides for technical support and unspecified updates to the Company's software products. Post-contract support is charged separately for renewals of annual maintenance in subsequent years. Fair value for maintenance is based upon either renewal rates stated in the contracts or separate sales of renewals to customers. Revenue is recognized ratably, or monthly, over the term of the maintenance period, which is typically one year.

17
Consulting and training service revenue are generally unbundled and, therefore, recognized at the time the services are performed except as noted above, when these services are bundled with subscription revenues. If the Company enters into a  fixed-price arrangement for services, the revenue is recognized using the proportional performance method based on direct labor hours incurred to date as a percentage of total estimated direct labor hours required to complete the project.  Fees from licenses sold together with consulting services are generally recognized upon shipment, provided that the contract has been executed, delivery of the software has occurred, fees are fixed and determinable and collection is probable. The Company offers a variety of consulting services that include project management, implementation, data conversion, integration, custom report writing and training. Our professional services are generally billed on a time and materials basis using hourly rates together with reimbursement for travel and accommodation expenses. We recognize revenue as these professional services are performed. On rare occasions these consulting service arrangements involve acceptance criteria. In such cases, revenue is recognized upon acceptance.

We believe that our accounting estimates used in applying our revenue recognition are critical because:

· the determination that it is probable that the customer will pay for the products and services purchased is inherently judgmental;
· the allocation of proceeds to certain elements in multiple-element arrangements is complex;
· the determination of whether a service is essential to the functionality of the software is complex;
· establishing company-specific fair values of elements in multiple-element arrangements requires adjustments from time-to-time to reflect recent prices charged when each element is sold separately; and
· the determination of the stage of completion for certain consulting arrangements is complex.

Changes in the aforementioned items could have a material effect on the type and timing of revenue recognized.

For the six months ended June 30, 2016 and 2015, the Company recognized $11,034,000 and $12,399,000, respectively, of revenue related to software license fees, subscription revenue, and services and maintenance.

We present taxes assessed by a governmental authority including sales, use, value added and excise taxes on a net basis and therefore the presentation of these taxes is excluded from our revenues and is included in accrued expenses in the accompanying consolidated balance sheets until such amounts are remitted to the taxing authority.

Capitalized Software Research and Development Costs

The Company capitalizes software development costs incurred during the period subsequent to the establishment of technological feasibility through the product's availability for general release. Costs incurred prior to the establishment of technological feasibility are charged to product development expense as they are incurred. Product development expense includes payroll, employee benefits, other headcount-related costs associated with product development and any related costs to third parties under sub-contracting agreements.
 
Capitalized software development costs are amortized on a product-by-product basis over the greater of the ratio of current revenues to total anticipated revenues or on a straight-line basis over the estimated useful lives of the products beginning with the initial release to customers.  The Company's estimated life for its capitalized software products is two years based on current sales trends and the rate of product release.  The Company continually evaluates whether events or circumstances have occurred that indicate that the remaining useful life of the capitalized software development costs should be revised or that the remaining balance of such assets may not be recoverable. The Company evaluates the recoverability of capitalized software based on the net realizable value of each product, which includes the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product, including the costs of performing maintenance and customer support required to satisfy the Company's responsibility set forth at the time of sale. As of June 30, 2016, management believes that no revisions to the remaining useful lives or write-downs of capitalized software development costs are required.


18
 
Currency Translation

The international subsidiaries and branch operations translate their assets and liabilities by using the exchange rate in effect at the balance sheet date. The results of operations are translated at average exchange rates during the period. The effects of exchange rate fluctuations in translating assets and liabilities of our international operations into U.S. dollars are accumulated and reflected as a currency translation adjustment as a component of other comprehensive loss in the accompanying consolidated statements of changes in stockholders' deficit. Foreign exchange transaction gains and losses are included in general and administrative expense. For the six months ended June 30, 2016 foreign exchange transactions generated a gain of $59,000 and for the six months ended June 30, 2015 foreign exchange transactions generated a loss of $70,000.

Results of Operations

Comparison of Three Months Ended June 30, 2016 and 2015

Revenues

Total revenues decreased by $853,000 or 13%, to $5,686,000 for the three months ended June 30, 2016 from $6,539,000 for the three months ended June 30, 2015.  Software license fee revenues decreased $1,931,000, or 89%, from the same quarter in 2015.  Subscription revenues increased $832,000 or 356% to $1,066,000 from $234,000 from the same period last year. Services and maintenance revenue for the three months ended June 30, 2016 increased $246,000 or 6% from the same quarter in 2015.

Software license fee revenue, consisting entirely of Astea Alliance sales, decreased 89% to $248,000 in the second quarter of 2016 from $2,179,000 in the second quarter of 2015. The decrease was primarily due to a significant sale that closed in the second quarter of 2015 for an existing U.S. customer that was not repeated in 2016. In addition, a number of sales that had been expected to close in the second quarter of 2016 slipped into the third quarter of 2016. There were no FieldCentrix license fee revenues in the second quarter of 2016 and 2015.

Subscription revenue increased 356% to $1,066,000 in the second quarter of 2016 from $234,000 in the second quarter of 2015.  The primary reason for the increase resulted from a hosted customer who went live in the second quarter of 2016 for which the annual hosting revenue had been deferred since 2014. The extended implementation period was due to certain functionality requirements of the customer that lengthened the time required for this customer to go-live. Future subscription revenue will not continue at this same level as when the customer went live in the second quarter of 2016, the previously deferred annual hosting revenues were recognized as the service periods for those hosting services had lapsed. This implementation was more complex than most, as typically customers go live in 6 to 10 months. The Company continues to sell Software as a Service (SaaS) for which hosting revenue may not be recognized until the customers go-live.

Services and maintenance revenues increased by 6% to $4,372,000 in the second quarter of 2016 compared to $4,126,000 in the second quarter of 2015.  Astea Alliance service and maintenance revenues increased by $265,000 or 7% compared to the second quarter of 2015.  The increase was mainly attributable to deferred services revenues recognized on a customer that went live this quarter.  At the time a hosted customer goes live, deferred services revenue starts to be recognized ratably over the remaining life of the initial contract. Service and maintenance revenues generated by FieldCentrix decreased by $19,000 or 3% to $573,000 in the second quarter of 2016 compared to $592,000 during the same period in 2015.  T he decrease is due to a reduction in upgrade projects compared to the second quarter in 2015.

Costs of Revenues

Cost of software license fees decreased 50% to $585,000 in the second quarter of 2016 from $1,177,000 in the second quarter of 2015.  Included in the cost of software license fees are the costs of capitalized software amortization and the cost of all third party software embedded in the Company's software licenses which are sold to customers.  Amortization of capitalized software development costs was $565,000 for the quarter ended June 30, 2016 compared to $1,127,000 for the same quarter in 2015. This decrease primarily resulted from Version 11 being fully amortized as of September 30, 2015. The gross margin percentage on software license sales was (136%) in the second quarter of 2016 compared to 46% in the second quarter of 2015.  The decline in the license margin resulted primarily from the significant decrease in software license fees revenue partially offset by a 50% decrease in capitalized software development cost amortization.

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Cost of subscriptions increased 2% to $242,000 in the second quarter of 2016 from $238,000 in the second quarter of 2015. The increase in cost of subscriptions is mainly attributed to increased costs from a growing customer base .  The gross margin percentage was 77% in the second quarter of 2016 compared to (2%) in the second quarter of 2015. The improved gross margin is mainly due to the increase in customers that have gone live compared to the same quarter of 2015. As more customers go-live, we expect the margins to improve as the fixed costs of hosting are shared by a growing revenue base.

Cost of services and maintenance increased 16% to $3,712,000 in the second quarter of 2016 from $3,211,000 in the second quarter of 2015. The increase in cost of service and maintenance is mainly attributed to increased headcount and travel expenses in all regions.   The gross margin percentage was 15% in the second quarter of 2016 compared to 26% in the second quarter of 2015.  The decrease in services and maintenance gross margin was primarily due to the increased service and maintenance costs in all regions offset by an increase in service revenue in Europe and an increase in maintenance revenue in the U.S.

Gross Profit

Gross profit decreased 40% to $1,147,000 in the second quarter of 2016 from $1,913,000 in the second quarter of 2015 primarily due to a decrease in license revenues and an increase in the cost of services and maintenance partially offset by a 50% decrease in amortization of capitalized software development costs and an increase in subscription revenue.   As a percentage of revenue, gross profit in the second quarter of 2016 was 20% compared to 29% in the second quarter of 2015. The quarter-over-quarter decrease in gross profit was largely driven by a decrease of $853,000 in revenues primarily resulting from decreased license revenue and increased cost of services and maintenance, partially offset by a decrease in capitalized software development costs amortization.

Operating Expenses

Product Development

Product development expenses decreased 24% to $267,000 in the second quarter of 2016 from $353,000 in the second quarter of 2015.  Fluctuations in product development expense from period to period result from the amount of product development expense that is capitalized.  Development costs of $760,000 were capitalized in the second quarter of 2016 compared to $596,000 during the same period in 2015.  Gross product development expense was $1,027,000 in the quarter ended June 30, 2016 which is 8% higher than $949,000 during the same quarter in 2015. The increase was primarily due to additional headcount.  Most of the Company's development occurs in Israel. Product development expense as a percentage of revenues was 5% in the second quarters of 2016 and 2015.

Sales and Marketing

Sales and marketing expense increased 3% to $1,178,000 in the second quarter of 2016 from $1,143,000 in the second quarter of 2015.  The increase in sales and marketing expense is attributable to increased marketing costs in Europe as the Company continues to focus on expanding its market presence in all regions by expanding awareness of the Company's products, which occurs through the use of Webinars focused in the vertical industries in which the Company operates, attendance at selected trade shows, and increased efforts in lead generation for its sales force.  As a percentage of revenues, sales and marketing expense was 21% in the second quarter of 2016 compared to 17% in the same period of 2015. The increase is sales and marketing expense as a percentage of revenue is due to the increase in Europe's external marketing costs.

General and Administrative

General and administrative expenses consist of salaries, benefits and related costs for the Company's finance, administrative and executive management personnel, legal costs, accounting costs, bad debt expense and various costs associated with the Company's status as a public company. General and administrative expenses increased 10% to $717,000 during the second quarter of 2016 from $649,000 in the second quarter of 2015. The increase is due to additional headcount in Europe.  As a percentage of revenue, general and administrative expenses was 13% in the second quarter of 2016 compared to 10% in the second quarter of 2015.


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Net Interest Expense

Net interest expense was $21,000 in the second quarter of 2016 compared to $31,000 in the second quarter of 2015.  The Company incurred interest expense resulting from borrowing against its line of credit with SVB Bank. The decrease is due to reduced amortization of loan acquisition costs paid to obtain and amend the line of credit with SVB.

Income Tax Expense

The Company reported a provision for income tax of $12,000 for the second quarter of 2016 compared to $10,000 during the second quarter of 2015.  The tax expense results from to a tax provision in Israel.

International Operations

The Company's international operations generated revenues of $2,211,000 in the second quarter of 2016, an increase of 20% over the same quarter in 2015.  Revenues from international operations comprised 39% of the Company's total revenue for the second quarter in 2016, compared to 28% of total revenues for the same quarter in 2015.  The increase in international revenues compared to the same period in 2015 is primarily due to an increase in European hosting and service revenue offset by a decline in license revenues in Europe and a decline in license and service revenue in the Asia Pacific Region in the second quarter of 2016.  The increase in European subscription and services revenue resulted from customers going live on hosted projects.

Net Loss

Net loss for the quarter ended June 30, 2016 was $1,048,000 compared to a net loss of $273,000 for the second quarter of 2015. The increase in net loss was primarily related to lower license sales and higher costs of services and maintenance partially offset by a decrease in capitalized software development cost amortization and a decrease in product development costs in the second quarter of 2016.

Comparison of Six Months Ended June 30, 2016 and 2015

Revenues

Total revenues decreased $1,365,000, or 11%, to $11,034,000 for the six months ended June 30, 2015 from $12,399,000 for the six months ended June 30, 2015.  Software license revenues decreased 67% from the same period last year.  Subscription revenue increased 220% from the same period last year and service and maintenance fees for the six months ended June 30, 2016 amounted to $8,374,000, a 3% decrease from the same period in 2015.

Software license fees revenue decreased 67% to $1,092,000 in the first six months of 2016 from $3,319,000 in the first six months of 2015.  Astea Alliance license revenues decreased $2,258,000 to $1,037,000 or 69% in the first six months of 2016 from $3,295,000 in the first six months of 2015. The decrease resulted from a decline in Astea license sales in the U.S. and Europe.

Subscription revenue increased 220% to $1,568,000 in the first six months of 2016 from $490,000 in the first six months of 2015. The increase was primarily due to completion of the implementation process for certain customers which allowed them to go live on the SaaS solution. There was one customer who went live during this period in 2016 that contributed significantly to the revenue increase as when the customer went live in the second quarter of 2016, the previously deferred annual hosting revenues were recognized as the service periods for those hosting services had lapsed. Because of the extended implementation period for this customer, future hosting revenue from this customer will not be the same magnitude it was during the six month period in 2016.  Revenue for subscription services may not be recognized until the customers go-live. The implementation period is typically between 6 to 10 months.
 
Services and maintenance revenues decreased 3% to $8,374,000 in the first six months of 2016 from $8,590,000 in the first six months of 2015. Astea Alliance service and maintenance revenues were $7,218,000 for the first six months of 2016 a decrease of 1% from $7,309,000 in Alliance service and maintenance revenue for the six months ended June 30, 2015.   The decrease was attributable to less new implementation projects in the U.S. resulting from a decline in U.S.  license sales partially offset by services in both U.S. and Australia resulting from SaaS sales, which generated additional revenue as more projects went live. The Company must defer subscription based implementation services until the customer goes live.  At the time customers go-live, the deferred services revenue will be recognized ratably over the remaining life of the initial contract. In addition, there was a slight increase in maintenance revenues. S ervice and maintenance revenues generated by FieldCentrix decreased by $126,000 or 10% to $1,156,000 in the first six months of 2016 compared to $1,281,000 during the same period in 2015.  The decrease in service and maintenance revenue is due to a reduction in upgrade projects compared to the same period in 2015 as well as certain customers transitioning from FieldCentrix to Alliance.


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Costs of Revenues

Cost of software license fees decreased 47% to $1,168,000 in the first six months of 2016 from $2,208,000 in the first six months of 2015.   Included in the cost of software license fees are the costs of capitalized software amortization and all third party software embedded in the Company's software licenses which are sold to customers.  Amortization of capitalized software development costs was $1,129,000 for the six months ended June 30, 2016,  a decrease of 47% compared to the same period in 2015. The decrease resulted primarily from Version 11 being fully amortized as of September 30, 2015.   The gross margin percentage on software licenses was (7%) in the first six months of 2016 compared to 33% in the first six months of 2015. The decrease in gross margin is a reflection of the decreased license revenue, partially offset by a decrease in amortization costs.

Cost of subscriptions increased 54% to $469,000 in the first six months of 2016 from $305,000 in the first six months of 2015. The increase in cost of subscriptions is mainly attributed to increased costs from a growing customer base .  The gross margin percentage was 70% in the first six months of 2016 compared to 38% in the first six months of 2015. The improved gross margin is mainly due to the growing number of SaaS subscribers partially offset by additional costs from the growing customer base.
 
Cost of services and maintenance increased 9% to $6,903,000 in the first six months of 2016 from $6,315,000 in the first six months of 2015.   The increase in cost of service and maintenance is attributed primarily to increases in headcount and travel expenses in all regions. The services and maintenance gross margin percentage was 18% in 2016 and 27% in 2015. The decline in the gross margin is due to additional head count and travel expenses, as well as revenue deferred for hosting contracts that have not gone live but the Company is still incurring the expense attributable to these SaaS services.
 
Gross Profit

Gross profit decreased 30% to $2,494,000 in the first six months of 2016 from $3,571,000 in the first six months of 2015.  As a percentage of revenue, gross profit was 23% in the first six months of 2016 compared to 29% in the first six months of 2015.  The year-over-year decrease in gross profit was largely driven by the decrease in license revenue as well as service and maintenance revenue, the increase in cost of subscriptions and cost of services and maintenance. Partially offsetting these components was an increase in subscription revenue and a decline in the cost of software license fees.

Operating Expenses

Product Development

Product development expense decreased 54% to $394,000 in the first six months of 2016 from $856,000 in the first six months of 2015.  Fluctuations in product development expense from period to period can vary due to the amount of development expense which is capitalized.  Software development costs of $1,592,000 were capitalized in the first six months of 2016 compared to $1,022,000 during the same period in 2015, an increase of $570,000.  Gross development expense was $1,986,000 during the first six months of 2016, an increase of 5%, compared to $1,878,000 for the same period in 2015.  The increase was primarily due to additional headcount. Product development expense as a percentage of revenues was 4% in first six months of 2016 compared to 7% during the same period in 2015.  

Sales and Marketing

Sales and marketing expense increased 5% to $2,218,000 in the first six months of 2016 from $2,118,000 in the first six months of 2015. The increase in sales and marketing expense is attributable to an increase in marketing costs compared to the prior year offset by a decrease in sales headcount and commissions related to the decline in license deals . The Company continues to focus on expanding its market presence through intensified marketing efforts to increase awareness of the Company's products, including its newest product, SaaS and its subscription services.  This occurs through the use of Webinars focused in the vertical industries in which the Company operates, attendance at selected trade shows, and increased efforts in lead generation for its sales force.  As a percentage of revenues, sales and marketing expenses was 20% in the first six months of 2016 compared with 17% in the first six months of 2015. The increase in costs relative to revenues is due to higher revenues in the first six months of 2015.

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General and Administrative

General and administrative expenses consist of salaries, benefits and related costs for the Company's finance, administrative and executive management personnel, legal costs, accounting costs, bad debt expense and various costs associated with the Company's status as a public company. General and administrative expenses decreased 1% to $1,557,000 in the first six months of 2016 from $1,568,000 in the first six months of 2015.   As a percentage of revenues, general and administrative expenses were 14% for the six months ended June 30, 2016 and 13% in the first six months of 2015. The increase in costs relative to revenues is due to lower revenues in the first six months of 2016. The overall decrease in cost is also attributable to the Company moving to the OTC Market Group which has lower costs associated with this exchange listing.
 
Interest Expense, Net

Interest expense was $46,000 in the first six months of 2016 compared to $73,000 of interest expense in the first six months of 2015.  The Company incurred interest expense resulting from borrowing against its line of credit with SVB Bank. The decrease is due to reduced amortization of loan acquisition costs paid to obtain and amend the line of credit with SVB.

Income Tax Expense

The Company recorded income tax expense of $24,000 for the six months ended June 30, 2016 compared to $22,000 for the six months ended June 30, 2015.  The tax expense resulted from the tax provision in Israel.

Net Loss

Net loss for the six months ended June 30, 2016 was $1,745,000 compared to a net loss of $1,066,000 for the six months ended June 30, 2015.  The increase in the net loss of $679,000 is primarily the result of decreased license fees revenue and increased subscription, services, and maintenance costs partially offset by a decrease in amortization of capitalized software costs and an increase in subscription revenue.

Liquidity and Capital Resources

    Operating Activities

The Company generated $1,362,000 of cash from operating activities in the first six months of 2016 compared to $1,166,000 for the first six months of 2015.  The increase in operating cash flows of $196,000 was due to an increase in cash provided by accounts receivable of $2,937,000 offset by a decrease in cash provided by deferred revenues of $452,000, an increase in net loss of $679,000, a decrease in cash provided by accounts payable and accrued expenses of $379,000, an increase in cash used for prepaid expenses of $75,000 and an increase in cash used for other assets of $46,000. In addition, for the six months ended June 30, 2016, there was a decrease in adjustments for non-cash items of $1,110,000.

    Investing Activities

The Company used $1,571,000 for investing activities in the first six months of 2016 compared to $1,062,000 used in the first six months of 2015. The increase in cash used for investing activities of $509,000 is principally attributable to an increase of $570,000 in cash used for capitalized software development costs due the Company's focused development effort of its newest version of Alliance offset by a decrease in restricted cash of $55,000 and a decrease in cash used for capital expenditures of $6,000.

    Financing Activities

The Company used $68,000 of cash in financing activities in the first six months of 2016 compared to generating $200,000 in the first six months of 2015.  Payments of preferred stock dividends were $220,000 in the first six months of 2016 and 2015.  The Company borrowed $200,000 during the first six months of 2016 compared to borrowings of $420,000 in the same quarter last year. The Company paid $48,000 to reduce its SVB line of credit during the first six months ended June 30, 2016.

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The effect of exchange rates on cash related to the U.S. dollar exchange rates for most other currencies in which the Company operates, primarily the Australian dollar, Japanese yen, the Euro, the British pound sterling and Israel shekel, which resulted in an increase of cash of $20,000 in 2016 compared to a decrease of $129,000 in 2015.

At June 30, 2016, the Company had a working capital ratio of approximately .57:1 compared to .58:1 at December 31, 2015. The Company had $1,419,000 in cash and investments available for sale at June 30, 2016, compared to $1,676,000 at December 31, 2015.

The Company has projected revenues for 2016 that management believes will provide sufficient funds to sustain its continuing operations for at least the next twelve months.  However, the Company expects to continue to incur additional operating expenses for research and development and invest in software development costs to achieve its projected revenue growth.  We continually evaluate our operating cash flows which can vary subject to the actual timing of new sales closing compared to our projection of those sales closing and are sensitive to many factors, including changes in working capital and our net loss.  The projections of future cash needs and cash flows are subject to substantial uncertainty.  As of June 30, 2016, the Company owed $1,526,000 against the line of credit from Silicon Valley Bank ("SVB") which is not due to be repaid until April 2018.  The availability under the SVB line of credit is tied to a borrowing base formula that is based on 80% of the Company's eligible domestic accounts receivable.  As of June 30, 2016, the availability under the SVB line of credit was $188,000.

The Company does not plan any significant capital expenditures in 2016 other than to support its operations. The Company's plans for continued investment in product development and capitalized software costs are expected to be similar to prior years.

   Off-Balance Sheet Arrangement Transactions

The Company is not involved in off-balance sheet arrangements that have or are reasonably likely to have a material current or future impact on our financial condition, changes in financial condition, revenues or expenses result in operations, liquidity, capital expenditures or capital resources.

Item 3.                            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.  Our market risk exposure is primarily a result of fluctuations in interest rates.  We do not hold   financial instruments for trading purposes.

Interest Rate Risk.   At June 30, 2016, the Company's debt consists of a line of credit with SVB.  At June 30, 2016,   the outstanding balance owed on our line of credit under the revolving credit facility with SVB was $1,526,000.  Our credit facility with SVB has a variable interest rate, which exposes us to interest rate risk.

Foreign Currency Risk.   The Company does not use foreign currency forward exchange contracts or purchased currency options to hedge local currency cash flows or for trading purposes.  All sales arrangements with international customers are denominated in foreign currency.  For the six months ended June 30, 2016, approximately 40% of the Company's overall revenue resulted from sales to customers outside the United States.  A 10% change in the value of the U.S. dollar relative to each of the currencies of the Company's non-U.S.-generated sales would not have resulted in a material change to its results of operations.  The Company does not expect any material loss with respect to foreign currency risk.

Item 4.                            CONTROLS AND PROCEDURES
 
Our management, with the participation of, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rules 13a-15 as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II - OTHER INFORMATION

Item 1A.                            RISK FACTORS

In addition to the risk factors set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect the Company's business, financial condition or future results. The risks described in this report and in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 are not the only risks facing the Company. Additional  risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company's business, financial condition and/or operating results.

Variability of Quarterly Results

Risks which are peculiar to the Company on a quarterly basis, and which may vary from quarter to quarter, include but are not limited to the following:

· The Company's quarterly operating results have varied in the past, and may vary significantly in the future depending on factors such as the size, timing and recognition of revenue from significant orders, the timing of new product releases and product enhancements, and market acceptance of these new releases and enhancements, increases in operating expenses, and seasonality of its business.

· The market price of the Company's common stock could be subject to significant fluctuations in response to, and may be adversely affected by, variations in quarterly operating results, changes in earnings estimates by analysts, developments in the software industry, adverse earnings or other financial announcements of the Company's customers and general stock market conditions, as well as other factors.


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Item 6 .   EXHIBITS

31.1 Certification Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer



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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 thereunto duly authorized.
   
 
ASTEA INTERNATIONAL INC.
   
Date:  August 12, 2016
/s/Zack Bergreen
 
Zack Bergreen
 
Chief Executive Officer
 
(Principal Executive Officer)
   
   
Date:  August 12, 2016
/s/Rick Etskovitz
 
Rick Etskovitz
 
Chief Financial Officer
 
(Principal Financial and Chief Accounting Officer)

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EXHIBIT INDEX

No.
 
Description
     
31.1
 
     
31.2
 
     
32.1
 
     
32.2
 
     
101.INS
  
XBRL Instance Document
     
101.SCH
  
XBRL Taxonomy Extension Schema
     
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase
     
101.LAB
  
XBRL Taxonomy Extension Label Linkbase
     
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase
 
 
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