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ARI Network Services Announces Fiscal Year 2013 Second Quarter Financial Results And the Closing of $4.8 Million Private Placement

Companies mentioned in this article: ARI Network Services, Inc.

MILWAUKEE, March 12, 2013 /PRNewswire/ -- ARI Network Services (OTCBB: ARIS), a leader in creating, marketing, and supporting SaaS and DaaS solutions that connect consumers, dealers, distributors, and manufacturers in selected vertical markets, reported financial results today for the second quarter of fiscal 2013 ended January 31, 2013. The Company also announced today that it has entered into definitive agreements with various accredited investors in a private placement of $4.8 million of common stock at a price of $1.50 per share.

Highlights for the quarter included:

    --  On November 28, 2012, the Company acquired the assets of the retail
        division of 50 Below Sales & Marketing, Inc., a leading provider of
        eCommerce websites to the powersports, automotive tire and wheel
        aftermarket, medical equipment and pool and spa industries.  The
        acquisition brings with it over 3,500 dealer websites, more than
        doubling the size of ARI's website business and making websites the
        Company's largest source of revenue.
    --  Total revenue for the second quarter of fiscal 2013 increased 35.9% to
        $7.5 million compared to $5.5 million in for the same period in fiscal
        2012, primarily as a result of the acquisition.
    --  Recurring revenue for the quarter increased 41.9% to $6.6 million, or
        88.3% of total revenue, from $4.7 million, or 84.6% of total revenue,
        for the same period in fiscal 2012.
    --  For the quarter ended January 31, 2013, churn (the measure of customers
        that do not renew) improved approximately 28.4% compared to the same
        quarter last year.

Fiscal Year 2013 Second Quarter Financials

ARI reported revenue of $7.5 million for the second quarter of fiscal 2013 versus $5.5 million for the same period last year, an increase of 35.9%. Recurring revenue comprised approximately 88.3% of total revenue during the quarter and 86.0% of total year to date revenue in fiscal 2013, compared to 84.6% and 84.2% for the same periods last year.

Total operating expenses increased 55.0% to $6.3 million for the three months ended January 31, 2013 compared with $4.1 million for the three months ended January 31, 2012. This increase resulted primarily from the addition of the Ready2Ride and 50 Below operations. Of this increase, approximately $625,000 represents acquisition-related legal and professional fees. The company reported a loss from operations of $566,000 during the quarter, versus operating income last year of $170,000. This loss stems primarily from the acquisition-related fees as well as ongoing integration activities.

The company reported net income of $4,000, or $0.00 per share, for the quarter ended January 31, 2013, compared to $61,000 or $0.01 per share for the same period last year. EBITDA, a non-GAAP measure, was $241,000 for the second quarter of fiscal 2013, compared to $935,000 for the same period last year.

Private Placement Transaction

The Company entered into definitive agreements with various accredited investors in a private placement of approximately $4.8 million of common shares at a price of $1.50 per share. In addition, the Company will issue to the investors warrants to purchase 1,066,667 shares of common stock. The warrants have an exercise price of $2.00 per share and are exercisable for five years.

New institutional investors accounted for the majority of the financing and existing investors made up the remainder. The signing of the purchase agreements occurred on Tuesday, March 12, 2013. The offering is expected to close on or about Monday, March 18, 2013, subject to satisfaction of customary closing conditions. Ascendiant Capital Markets LLC acted as the exclusive placement agent for the transaction.

The securities offered in this private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933 and such applicable state securities laws. The securities were offered only to accredited investors.

Management Discussion

Roy W. Olivier, President and Chief Executive Officer of ARI, commented, "50 Below integration activities are well underway; this acquisition will be a game changer for ARI. The integration of 50 Below into ARI makes us one of the leading providers of websites to the powersports market, and the addition of Ready2Ride's aftermarket fitment data to our product offering makes ARI one of the most comprehensive providers of eCommerce solutions to the powersports industry. This acquisition also provides us with a footprint in the automotive aftermarket industry with more than 2,000 wheel and tire dealer websites."

Mr. Olivier continued, "The recent acquisitions should rapidly facilitate the growth of the company, and the synergistic opportunities from integrating operations significantly enhance the scalability of the combined organization. We expect both of these acquisitions to be accretive to earnings in fiscal 2014 and anticipate EBITDA returning to historical levels in fiscal 2015, as we continue to consolidate operations and further leverage our fixed operating cost structure. We remain very focused on our organic growth strategy as well and released numerous product upgrades and new features, including the roll out of our new AccessorySmart(TM) aftermarket parts lookup solution, a first for the powersports industry. I am extremely excited with the future prospects for our organization."

Darin Janecek, Chief Financial Officer of ARI, commented, "While our operating results will be affected over the remainder of fiscal 2013 from the acquisition-related legal and professional fees as well as ongoing integration activities, we anticipate significant year-over-year revenue growth from these acquisitions. We expect both the Ready2Ride and 50 Below acquisitions to be accretive to earnings in fiscal 2014 and anticipate additional revenue growth next year as well."

With respect to the private placement transaction, Mr. Olivier commented, "we are also very pleased to announce this significant financing transaction, the proceeds of which will be used to pay down the debt used to finance our recent acquisitions. Reducing our debt structure to pre-acquisition levels will allow us to prioritize our efforts on integrating the acquired companies, which will position us to further advance our competitive position in the marketplace and opportunistically take advantage of strategic situations."

Non-GAAP Measures

EBITDA, a non-GAAP measure, is defined as earnings before interest, income taxes, depreciation and amortization. Management believes EBITDA, to be a meaningful indicator of our performance that provides useful information to investors regarding our financial condition and results of operations. While management considers EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, net income and other measures of financial performance reported in accordance with generally accepted accounting principles (GAAP). Not all companies calculate EBITDA in the same manner and the measure as presented may not be comparable to similarly titled measures presented by other companies. A reconciliation of net income to EBITDA can be found on the investor relations section of our website for all periods presented.

No Offer or Solicitation

This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Second quarter Conference Call

ARI will conduct a conference call tomorrow, Tuesday, March 12, 2013 at 4:30 pm EDT to review the financial results for the second quarter of fiscal 2013 ended January 31, 2013. Interested parties can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet web cast, which is available in the Investor Relations section of the company's website at http://www.arinet.com.

A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation #10026125. A web cast replay will be available in the Investor Relations section of the Company's website at http://www.arinet.com until the next earnings conference call.

About ARI

ARI Network Services, Inc. is a leader in creating, marketing, and supporting software, software as a service ("SaaS") and data as a service ("DaaS") solutions that enhance revenue and reduce costs for our customers. Our innovative, technology-enabled solutions connect the community of consumers, dealers, distributors, and manufacturers to help our customers efficiently service and sell more whole goods, parts, garments, and accessories worldwide in selected vertical markets that include powersports, outdoor power equipment, marine, and white goods. We estimate that more than 22,000 equipment dealers, 140 manufacturers, and 195 distributors worldwide leverage our technology to drive revenue, gain efficiencies and increase customer satisfaction.

Forward-Looking Statements

Certain statements in this news release contain "forward?looking statements" regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projects about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects", "intends," "plans," "believes," "seeks," "estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward?looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those related to the ongoing integration of our recently acquired businesses, as well as those factors described in Part 1A of the Company's annual report on Form 10?K for fiscal year ended July 31, 2012, filed with the Securities and Exchange Commission, and in subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward?looking statements. The forward?looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward?looking statements. For more information, please refer to the Company's filings with the Securities and Exchange Commission.

For more information, contact:

Darin Janecek, Chief Financial Officer
ARI Network Services, Inc.
Phone: (414) 973-4300

Investor Contact:
Joe Dorame, Robert Blum, Joe Diaz
Lytham Partners, LLC
Phone: (602) 889-9700
aris@lythampartners.com


                                                        ARI Network Services, Inc.

                                                    Consolidated Statements of Income

                                              (Dollars in Thousands, Except per Share Data)

                                                               (Unaudited)


                                     Three months ended January
                                                 31                          Six months ended January 31
                                    ---------------------------              ---------------------------

                                        2013               2012                 2013                  2012
                                        ----               ----                 ----                  ----

    Net revenue                                $7,478                         $5,501                       $13,420  $10,911

    Cost of revenue                             1,721                          1,251                         3,129    2,387
                                                -----                          -----                         -----    -----

    Gross profit                                5,757                          4,250                        10,291    8,524

    Operating expenses:

    Sales and marketing                         1,744                          1,118                         2,790    2,151

    Customer operations and support             1,470                            850                         2,478    1,696

    Software development and
     technical support (net of
     capitalized

    software product costs)                       672                            490                         1,249      878

    General and administrative                  2,098                          1,218                         3,418    2,326

    Depreciation and amortization
     (exclusive of amortization of

    software product costs included
     in cost of revenue)                          339                            404                           619      807

    Net operating expenses                      6,323                          4,080                        10,554    7,858
                                                -----                          -----                        ------    -----

    Operating income (loss)                      (566)                           170                          (263)     666

    Other income (expense):

    Interest expense                             (269)                           (59)                         (337)    (121)

    Other, net                                      4                             11                             8       17

    Total other income (expense)                 (265)                           (48)                         (329)    (104)
                                                 ----                            ---                          ----     ----

    Income before provision for
     income tax                                  (831)                           122                          (592)     562

    Income tax benefit (expense)                  835                            (61)                          709     (229)

    Net income                                     $4                            $61                          $117     $333
                                                  ===                            ===                          ====     ====


    Net income per common share:

    Basic                                       $0.00                          $0.01                         $0.01    $0.04
                                                =====                          =====                         =====    =====

    Diluted                                     $0.00                          $0.01                         $0.01    $0.04
                                                =====                          =====                         =====    =====


                                                          ARI Network Services, Inc.

                                                          Consolidated Balance Sheets

                                                 (Dollars in Thousands, Except per Share Data)


                                                                (Unaudited)

                                                                January 31                        July 31

                                                                       2013                           2012
                                                                       ----                           ----

    ASSETS

    Cash and cash equivalents                                                                $190           $1,350

    Trade receivables, less allowance for
     doubtful accounts of $239

    and $215 at January 31, 2013 and July 31,
     2012, respectively                                                                     1,272            1,187

    Work in process                                                                           208              151

    Prepaid expenses and other                                                                694              766

    Deferred income taxes                                                                   3,245            2,686
                                                                                            -----            -----

    Total current assets                                                                    5,609            6,140
                                                                                            -----            -----

    Equipment and leasehold improvements:

    Computer equipment and software for internal
     use                                                                                    2,677            2,592

    Leasehold improvements                                                                    609              584

    Furniture and equipment                                                                 2,432            1,989
                                                                                            -----            -----

                                                                                            5,718            5,165

    Less accumulated depreciation and
     amortization                                                                           3,614            3,214
                                                                                            -----            -----

    Net equipment and leasehold improvements                                                2,104            1,951
                                                                                            -----            -----

    Capitalized software product costs:

    Amounts capitalized for software product
     costs                                                                                 20,381           18,247

    Less accumulated amortization                                                          16,158           15,298

    Net capitalized software product costs                                                  4,223            2,949
                                                                                            -----            -----

    Deferred income taxes                                                                   2,650            2,443

    Other long term assets                                                                    138              148

    Other intangible assets                                                                 4,394            1,439

    Goodwill                                                                               12,238            5,439

    Total assets                                                                          $31,356          $20,509
                                                                                          =======          =======


                                                      ARI Network Services, Inc.

                                                     Consolidated Balance Sheets

                                            (Dollars in Thousands, Except per Share Data)


                                                     (Unaudited)

                                                     January 31                           July 31

                                                            2013                              2012
                                                            ----                              ----

    LIABILITIES

    Current borrowings on line of credit                                            $180           $       -

    Current portion of long-term debt                                              4,469               1,084

    Current portion of contingent
     liabilities                                                                     362                   -

    Accounts payable                                                               1,406                 725

    Deferred revenue                                                               8,944               4,926

    Accrued payroll and related liabilities                                          921                 758

    Accrued sales, use and income taxes                                              124                 216

    Other accrued liabilities                                                        778                 214

    Current portion of capital lease
     obligations                                                                     108                 150
                                                                                     ---                 ---

    Total current liabilities                                                     17,292               8,073
                                                                                  ------               -----

    Long-term debt                                                                 2,943               2,888

    Long-term portion of contingent
     liabilities                                                                     463                   -

    Capital lease obligations                                                         16                  58

    Other long term liabilities                                                      256                 274

    Total non-current liabilities                                                  3,678               3,220

    Total liabilities                                                             20,970              11,293


    SHAREHOLDERS' EQUITY


    Cumulative preferred stock, par value
     $.001 per share, 1,000,000 shares
     authorized; 0 shares issued and
     outstanding at January 31, 2013 and
     July 31, 2012, respectively                                                       -                   -

    Junior preferred stock, par value $.001
     per share, 100,000 shares authorized;
     0 shares issued and outstanding at
     January 31, 2013 and July 31, 2012,
     respectively                                                                      -                   -


    Common stock, par value $.001 per
     share, 25,000,000 shares authorized;
     8,787,789 and 8,037,750 shares issued
     and outstanding at January 31, 2013
     and July 31, 2012, respectively                                                   9                   8

    Common stock warrants and options                                              1,372               1,287

    Additional paid-in capital                                                    96,924              95,931

    Accumulated deficit                                                          (87,892)            (88,009)

    Other accumulated comprehensive loss                                             (27)                 (1)

    Total shareholders' equity                                                    10,386               9,216
                                                                                  ------               -----

    Total liabilities and shareholders'
     equity                                                                      $31,356             $20,509
                                                                                 =======             =======

SOURCE ARI Network Services, Inc.