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
August 6,
2009
Date
of report (Date of earliest event reported)
Wireless Ronin Technologies,
Inc.
(Exact
name of registrant as specified in its charter)
|
Minnesota
(State
or other jurisdiction
of
incorporation)
|
1-33169
(Commission
File
Number)
|
41-1967918
(IRS
Employer
Identification
No.)
|
5929
Baker Road, Suite 475
Minnetonka,
Minnesota 55345
(Address
of principal executive offices, including zip code)
(952) 564-3500
(Registrant’s
telephone number, including area code)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
August 6, 2009, we publicly announced results of operations for the second
quarter of 2009. For further information, please refer to the press release
attached hereto as Exhibit 99, which is incorporated by reference
herein.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) See
“Exhibit Index”.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date:
August 6, 2009
|
Wireless
Ronin Technologies, Inc.
|
|||
|
By:
|
/s/
Darin P. McAreavey
|
|||
|
Darin
P. McAreavey
|
||||
|
Vice
President and Chief Financial Officer
|
||||
EXHIBIT
INDEX
|
Exhibit
|
||
|
Number
|
Description
|
|
|
99
|
EXHIBIT
99
Wireless
Ronin Reports 2009 Second Quarter Results and Comments on Recently
Announced Strategic Partnership with NEC Display Solutions of America,
Inc.
Key 2009
second quarter highlights include:
|
·
|
Announced
a strategic partnership with NEC Display Solutions of America,
Inc.
|
|
·
|
Continued
improvement in gross margin to 23% in second quarter of 2009 compared to
19% in first quarter of 2009.
|
|
·
|
Further
reduction in cash burn to $1.8 million in second quarter of 2009 compared
to $2.4 million in first quarter of
2009.
|
|
·
|
Revenue
significantly impacted by collapse of automotive industry and the general
economic downturn in early
2009.
|
MINNEAPOLIS
– August 6, 2009 – Wireless Ronin Technologies, Inc. (NASDAQ: RNIN), a leader in
digital signage solutions, today announced its financial results for the second
quarter of 2009.
Second
Quarter Results
The
Company reported revenue of $1.0 million for the second quarter of 2009, a 40
percent decrease from $1.6 million in the second quarter of 2008. The
Company also reported a second quarter net loss of $2.7 million, or $0.18 per
basic and diluted share, compared to a net loss of $5.0 million, or $0.34 per
basic and diluted share, in the year-ago quarterly period. The
significant decline in revenue for the second quarter of 2009 compared to the
same period in the prior year is primarily attributable to the collapse in the
automotive industry. During the second quarter of 2009, the Company
recognized less than $50,000 of revenue from customers in this vertical market
compared to approximately $0.6 million or 38 percent of total revenues in the
second quarter of 2008. The year-over-year improvement in the net
loss for the 2009 second quarter was primarily the result of the reductions in
workforce and other cost cutting measures taken over the previous nine months.
Second quarter 2009 results also included costs of approximately $183,000, or
$0.01 per basic and diluted share, of non-cash stock compensation expense
related to FAS123R compared to approximately $306,000, or $0.02 per basic and
diluted share, in 2008. Revenue for the first half of 2009 totaled
$2.4 million compared to $3.5 million in the same period a
year-ago. The Company’s net loss for the first half of 2009 totaled
$5.6 million, or $0.37 per basic and diluted share, compared to $9.2 million, or
$0.63 per basic and diluted share, in the prior year.
Non-GAAP
operating loss was $2.1 million or $0.14 per basic and diluted share in the
second quarter of 2009 compared to a non-GAAP operating loss of $4.1 million or
$0.28 per basic and diluted share in the first quarter of
2008. Non-GAAP operating loss is defined as the GAAP operating loss
with the add-back of certain items. These items include severance
charges totaling $210,000, or $0.01 per basic and diluted share during the
second quarter of 2009, compared to $353,000 or $0.02 per basic and diluted
share recorded in the second quarter of 2008. Reconciliation to the
GAAP operating loss on a quarterly and six month basis is contained in a table
following the financial statements accompanying this release.
James C.
(Jim) Granger, president and chief executive officer of Wireless Ronin
Technologies said, “While we are not satisfied with our revenue generation in
the first half of this year, we believe that our recently announced strategic
partnership agreement with NEC Display Solutions of America, Inc. has great
significance for Wireless Ronin and will create future growth opportunities. We
are now able to substantially expand our sales reach by extending our software
into the hands of NEC sales personnel across the United States and
Canada. We believe there will be a strong demand from NEC customers
requiring a robust, customized solution only offered by our full RoninCast®
offering. We will be working closely with NEC over the coming months to provide
the necessary training and support for their sales team for them to be able to
identify these opportunities.”
For the second quarter of
2009, gross margin averaged 23 percent, compared to a gross margin of four
percent in the second quarter of 2008. The increase was primarily
the result of a shift in revenue from the sale of hardware to the sale of
software and services, which yields a higher percentage margin of profitability.
An incremental increase in the Company’s recurring software maintenance and
hosting fees has also contributed to the increase in gross profit
margins.
Cash and
marketable securities, including restricted cash at June 30, 2009, totaled
approximately $9.8 million compared to $11.7 million at March 31, 2009, and
$14.0 million at the end of 2008. The decline in cash and marketable
securities reflects the continued funding of the Company’s losses during the
first half of 2009. “Despite the challenges we face in this economic
environment, I am very pleased with the continued improvement in our quarterly
cash burn rate and the efficiencies we have built within our
organization. In the second quarter, we continued to see dramatic
improvement in our cash utilization, which included approximately $0.5 million
of one-time severance payments. Our operations continue to be
impacted by the global recession as most businesses are extending the timing of
any large scale digital signage deployments. However, we remain confident that
when our current customers and prospects decide to proceed with rolling out a
digital signage solution for their mission critical applications that Wireless
Ronin will be their vendor of choice,” said Darin McAreavey, vice president and
chief financial officer.
A
conference call to review second quarter and full year results, and further
discuss our new strategic partnership with NEC Display Solutions of America,
Inc, is scheduled for today at 3:30 p.m. (CT). A live webcast of
Wireless Ronin’s earnings conference call can be accessed on the Investor
section of its corporate web site at www.wirelessronin.com. Alternatively,
a live broadcast of the call may be heard by dialing (877) 419-6596 inside the
United States or Canada, or by calling (719) 325-4862 from international
locations. An operator will direct you to the Wireless Ronin
conference call. A webcast replay of the call will be archived on Wireless
Ronin’s corporate web site. An archive of the call is also accessible via
telephone approximately two hours following the end of the live call by dialing
(888) 203-1112 domestically and (719) 457-0820 internationally with pass code
6603144. The conference call archive will be available through September 6,
2009.
About
Wireless Ronin Technologies, Inc.
Wireless
Ronin Technologies (www.wirelessronin.com) is the developer of RoninCast®, a
complete software solution designed to address the evolving digital signage
marketplace. RoninCast® software provides clients with the ability to manage a
digital signage network from one central location and is the only complete,
turnkey solution in the digital signage marketplace. The software suite allows
for customized distribution with network management, playlist creation and
scheduling, and database integration. Wireless Ronin offers an array of services
to support RoninCast® software including consulting, creative development,
project management, installation, and training. The company's common stock
trades on the NASDAQ Global Market under the symbol "RNIN".
This
release contains certain forward-looking statements of expected future
developments, as defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect management's expectations and are
based on currently available data; however, actual results are subject to future
risks and uncertainties which could materially affect actual performance. Risks
and uncertainties that could affect such performance include, but are not
limited to, the following: estimates of future expenses, revenue and
profitability; the pace at which the company completes installations and
recognizes revenue; trends affecting financial condition and results of
operations; ability to convert proposals into customer orders; the ability of
customers to pay for products and services; the revenue recognition impact of
changing customer requirements; customer cancellations; the availability and
terms of additional capital; ability to develop new products; dependence
on key suppliers, manufacturers and strategic partners; industry trends and the
competitive environment; and the impact of losing one or more senior executives
or failing to attract additional key personnel. These and other risk factors are
discussed in detail in the company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission, on May 8, 2009.
Contact:
| Investor |
| Darin McAreavey, vice president and chief financial officer |
| dmcareavey@wirelessronin.com |
| (952) 564 - 3525 |
| Media |
| Linda Hofflander, vice president and chief marketing officer |
| lhofflander@wirelessronin.com |
| (952) 564 - 3562 |
|
WIRELESS
RONIN TECHNOLOGIES, INC.
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
(In
thousands, except per share
information)
|
|
June
30,
|
December
31,
|
|||
|
2009
|
2008
|
|||
|
(unaudited)
|
(audited)
|
|||
|
ASSETS
|
||||
|
CURRENT
ASSETS
|
||||
|
Cash
and cash equivalents
|
$9,469
|
$5,294
|
||
|
Marketable
securities — available-for-sale
|
-
|
8,301
|
||
|
Accounts
receivable, net of allowance of $76 and $92
|
728
|
1,823
|
||
|
Income
tax receivable
|
13
|
12
|
||
|
Inventories
|
275
|
462
|
||
|
Prepaid
expenses and other current assets
|
119
|
265
|
||
|
Total
current assets
|
10,604
|
16,157
|
||
|
Property
and equipment, net
|
1,581
|
1,918
|
||
|
Restricted
cash
|
378
|
450
|
||
|
Other
assets
|
27
|
35
|
||
|
TOTAL
ASSETS
|
$12,590
|
$18,560
|
||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||
|
CURRENT
LIABILITIES
|
||||
|
Current
maturities of capital lease obligations
|
$32
|
$71
|
||
|
Accounts
payable
|
771
|
1,068
|
||
|
Deferred
revenue
|
67
|
181
|
||
|
Accrued
liabilities
|
702
|
1,067
|
||
|
TOTAL
LIABILITIES
|
1,572
|
2,387
|
||
|
COMMITMENTS
AND CONTINGENCIES
|
||||
|
SHAREHOLDERS'
EQUITY
|
||||
|
Capital
stock, $0.01 par value, 66,667 shares authorized
|
||||
|
Preferred
stock, 16,667 shares authorized, no shares issued and
outstanding
|
-
|
-
|
||
|
Common
stock, 50,000 shares authorized; 14,947 and
14,850 shares
|
||||
|
issued
and outstanding at June 30, 2009 and December 31, 2008,
respectively
|
149
|
148
|
||
|
Additional
paid-in capital
|
81,071
|
80,650
|
||
|
Accumulated
deficit
|
(69,770)
|
(64,212)
|
||
|
Accumulated
other comprehensive loss
|
(432)
|
(413)
|
||
|
Total
shareholders' equity
|
11,018
|
16,173
|
||
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$12,590
|
$18,560
|
||
|
WIRELESS
RONIN TECHNOLOGIES, INC.
|
|||||||
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||
|
(In
thousands, except per share amounts,
unaudited)
|
|
Three
Months Ended
|
Six
Months Ended
|
||||||
|
June
30,
|
June
30,
|
||||||
|
2009
|
2008
|
2009
|
2008
|
||||
|
Sales
|
|||||||
|
Hardware
|
$263
|
$496
|
$766
|
$1,260
|
|||
|
Software
|
230
|
204
|
396
|
302
|
|||
|
Services
and other
|
470
|
896
|
1,234
|
1,968
|
|||
|
Total
sales
|
963
|
1,596
|
2,396
|
3,530
|
|||
|
Cost
of sales
|
|||||||
|
Hardware
|
267
|
451
|
718
|
1,086
|
|||
|
Software
|
-
|
-
|
-
|
-
|
|||
|
Services
and other
|
476
|
1,083
|
1,185
|
1,983
|
|||
|
Total
cost of sales (exclusive of depreciation and amortization shown separately
below)
|
743
|
1,534
|
1,903
|
3,069
|
|||
|
Gross
profit
|
220
|
62
|
493
|
461
|
|||
|
Operating
expenses:
|
|||||||
|
Sales
and marketing expenses
|
603
|
1,110
|
1,434
|
2,330
|
|||
|
Research
and development expenses
|
548
|
590
|
939
|
1,044
|
|||
|
General
and administrative expenses
|
1,545
|
3,143
|
3,340
|
6,079
|
|||
|
Depreciation
and amortization expense
|
193
|
337
|
392
|
588
|
|||
|
Total
operating expenses
|
2,889
|
5,180
|
6,105
|
10,041
|
|||
|
Operating
loss
|
(2,669)
|
(5,118)
|
(5,612)
|
(9,580)
|
|||
|
Other
income (expenses):
|
|||||||
|
Interest
expense
|
(2)
|
(7)
|
(5)
|
(14)
|
|||
|
Interest
income
|
16
|
165
|
59
|
437
|
|||
|
Total
other income
|
14
|
158
|
54
|
423
|
|||
|
Net
loss
|
$(2,655)
|
$(4,960)
|
$(5,558)
|
$(9,157)
|
|||
|
Basic
and diluted loss per common share
|
$(0.18)
|
$(0.34)
|
$(0.37)
|
$(0.63)
|
|||
|
Basic
and diluted weighted average shares outstanding
|
14,854
|
14,578
|
14,852
|
14,561
|
|||
|
WIRELESS
RONIN TECHNOLOGIES, INC.
|
||
|
2009
SUPPLEMENTARY QUARTERLY FINANCIAL DATA
|
||
|
(In
thousands, except percentages and per share amounts)
|
||
|
(Unaudited)
|
||
|
Supplementary Data
|
|||||||||
|
2008
|
2009
|
||||||||
|
Statement
of Operations
|
Q1
|
Q2
|
Q3
|
Q4
|
TOTAL
|
Q1
|
Q2
|
||
|
Sales
|
$1,934
|
$1,596
|
$1,950
|
$1,902
|
$7,382
|
$1,433
|
$963
|
||
|
Cost
of sales
|
1,535
|
1,534
|
1,847
|
1,673
|
6,589
|
1,160
|
743
|
||
|
Operating
expenses
|
4,861
|
5,180
|
4,854
|
7,210
|
22,105
|
3,216
|
2,889
|
||
|
Interest
expense
|
7
|
7
|
5
|
4
|
23
|
3
|
2
|
||
|
Other
income, net
|
(272)
|
(165)
|
(122)
|
(84)
|
(643)
|
(43)
|
(16)
|
||
|
Net
loss
|
$(4,197)
|
$(4,960)
|
$(4,634)
|
$(6,901)
|
$(20,692)
|
$(2,903)
|
$(2,655)
|
||
|
Stock
compensation expense
|
395
|
306
|
201
|
411
|
1,313
|
187
|
183
|
||
|
(included
in operating expenses)
|
|||||||||
|
Weighted
average shares
|
14,544
|
14,578
|
14,764
|
14,768
|
14,664
|
14,850
|
14,871
|
||
|
Reconciliation Between GAAP and Non-GAAP Operating
Loss
|
|||||||||
|
GAAP
operating loss
|
$(4,462)
|
$(5,118)
|
$(4,751)
|
$(6,981)
|
$(21,312)
|
$(2,943)
|
$(2,669)
|
||
|
Adjustments:
|
|||||||||
|
Depreciation
and amortization
|
251
|
337
|
296
|
342
|
1,226
|
199
|
193
|
||
|
Old
building remaining lease obligation write-off
|
-
|
-
|
-
|
56
|
56
|
-
|
-
|
||
|
Termination
partnership agreement
|
-
|
-
|
-
|
50
|
50
|
-
|
(50)
|
||
|
Stock-based
compensation expense
|
395
|
306
|
201
|
411
|
1,313
|
187
|
183
|
||
|
Impairment
of network equipment held for sale
|
-
|
-
|
-
|
1,766
|
1,766
|
-
|
-
|
||
|
Impairment
of intangible assets
|
-
|
-
|
-
|
1,265
|
1,265
|
-
|
-
|
||
|
Severance
|
120
|
353
|
286
|
274
|
1,033
|
237
|
210
|
||
|
Total
operating expense adjustment
|
766
|
996
|
783
|
4,164
|
6,709
|
623
|
536
|
||
|
Non-GAAP
operating loss
|
$(3,696)
|
$(4,122)
|
$(3,968)
|
$(2,817)
|
$(14,603)
|
$(2,320)
|
$(2,133)
|
||
|
Non-GAAP
operating loss per common share
|
$(0.25)
|
$(0.28)
|
$(0.27)
|
$(0.19)
|
$(1.00)
|
$(0.16)
|
$(0.14)
|
||
|
Reconciliation Between GAAP and Non-GAAP Gross
Profit Margin
|
|||||||||
|
GAAP
sales
|
$1,934
|
$1,596
|
$1,950
|
$1,902
|
$7,382
|
$1,433
|
$963
|
||
|
Deferred
customer revenue
|
-
|
80
|
-
|
-
|
80
|
-
|
-
|
||
|
Network
operations center
|
(96)
|
(39)
|
(99)
|
(100)
|
(334)
|
(71)
|
(121)
|
||
|
Non-GAAP
sales
|
1,838
|
1,637
|
1,851
|
1,802
|
7,128
|
1,362
|
842
|
||
|
GAAP
cost of sales
|
1,535
|
1,534
|
1,847
|
1,673
|
6,589
|
1,160
|
743
|
||
|
Deferred
customer costs
|
48
|
51
|
-
|
-
|
99
|
-
|
-
|
||
|
Inventory
adjustment
|
-
|
-
|
-
|
(65)
|
(65)
|
-
|
-
|
||
|
Network
operations center
|
(191)
|
(281)
|
(318)
|
(257)
|
(1,047)
|
(169)
|
(167)
|
||
|
Non-GAAP
cost of sales
|
1,392
|
1,304
|
1,529
|
1,351
|
5,576
|
991
|
576
|
||
|
Non-GAAP
gross profit
|
$446
|
$333
|
$322
|
$451
|
$1,552
|
$371
|
$266
|
||
|
GAAP
gross profit margin
|
20.6%
|
3.9%
|
5.3%
|
12.0%
|
10.7%
|
19.1%
|
22.8%
|
||
|
Non-GAAP
gross profit margin
|
24.3%
|
20.3%
|
17.4%
|
25.0%
|
21.8%
|
27.2%
|
31.6%
|
||