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Versatile Reports Fourth Quarter and Fiscal 2012 Results

VANCOUVER, CANADA -- (Marketwire) -- 11/28/12 -- Versatile Systems Inc. (TSX VENTURE:VV) announces its results for the fourth quarter and the 2012 fiscal year.

Revenue for the three months ended June 30, 2012 was $8,832,150 generating a gross profit of $1,942,201 or 22.0% of sales compared to $10,180,289 generating a gross profit of $2,381,728 or 23.4% of sales for the same quarter last year. The Loss from Operations for the quarter amounted to $390,775 compared to $302,775 for the same quarter last year. As a result of the performance of the U.S. Eastern operations, management determined that the goodwill related to the original acquisition of Perfect Order was impaired. Further a provision should also be recorded against the Deferred income tax assets for the U.S. operations. Consequently, Versatile Systems Inc. ("Versatile" or "the Company") recorded non-cash expenses of $7,195,380 for the Goodwill impairment and a write-down of Deferred income taxes in the amount of $6,319,821. The Company also recorded $105,875 for the equity loss relating to the Investment in Equus. As a result the Net Loss for the quarter amounted to $14,075,239 ($0.09 per share) compared to the Net Loss of $438,131 ($0.00 per share) for the same period last year.

Highlights for the quarter included:


--  Revenue for the three months ended June 30, 2012 was $8,832,150 compared
    to $10,180,289 for the same quarter last year; 
--  The cash used in operations before other items amounted to $381,420 for
    the three months ended June 30, 2012 compared to cash used in operations
    before other items of $162,977 for the same period last year; 
--  The research and development expense for the quarter amounted to
    $208,356 compared to $210,996 for the same quarter last year; and 
--  Deferred revenue at June 30, 2012 was $6,712,216 (of which $5,292,359 is
    expected to be recognized in the next four quarters) compared to
    $6,320,199 at June 30, 2011, an increase of $392,017. 

The research and development expense for the quarter amounted to $208,356 compared to $210,996 for the same quarter last year. During the current quarter, the Company incurred $111,102 for research and development activities related to an iPad application for Mobiquity Sell, Mobiquity Route(TM) and $54,546 primarily related to Smart Sign(TM).

Revenue for the year ended June 30, 2012 was $39,501,388 generating a gross profit of $8,020,245 or 20.3% of sales compared to $45,903,472 generating a gross profit of $10,129,378 or 22.1% of sales for the same period last year. The Loss from Operations for the year amounted to $1,092,841 compared to $68,550 for the previous year. As a result of the performance of the U.S. Eastern operations, management determined that the goodwill related to the original acquisition of Perfect Order was impaired. Further a provision should also be recorded against the Deferred income tax assets for the U.S. operations. Consequently, the Company recorded non-cash items of $7,195,380 for the Goodwill impairment and a write-down of Deferred income tax assets in the amount of $6,120,189. The Company also recorded $220,412 for the equity loss relating to the Investment in Equus. As a result the Net Loss for the period amounted to $14,717,158 ($0.09 per share) compared to Net Loss of $255,770 ($0.00 per share) for the same period last year.

The Company adopted IFRS in the first quarter of the current fiscal year. The Company has applied the transitional exceptions and exemptions to full retroactive application of IFRS in its preparation of an opening IFRS consolidated statement of financial position at July 1, 2010. Further details of the conversion to IFRS are provided in Management's Discussion and Analysis and in the Notes to the Company's audited Consolidated Financial Statements for the year ended June 30, 2012.

The Company has a 9.2% interest in Equus Total Return, Inc. (Equus), which is a public company trading on the NYSE under the symbol EQS. The Company is deemed to exert significant influence by virtue of having four Board members in common as well as a senior executive in common. Significant influence was reached when the four directors were elected to the Equus Board in May 2010 and the senior executive was appointed in June 2010.

Equus applies generally accepted accounting principles in the United States ("US GAAP") and is not required to consolidate portfolio company investments, including those in which Equus has a controlling interest. However, under IFRS Equus is required to consolidate investments in which it has a controlling interest and equity account for those investments Equus significantly influenced. The Company prepared consolidated financial statements for Equus as at June 30, 2012 in accordance with IFRS. The Company is unable to obtain information for dates prior to June 30, 2012 that would allow the preparation of financial information for Equus that fully reflect the impact of these differences between US GAAP and IFRS. As a result, Versatile Systems Inc. was unable to determine whether any adjustments were necessary to the carrying value of its investment in Equus as at June 30, 2011 and July 1, 2010 or the equity method income (loss) for the years ended June 30, 2012 and 2011.

As a result of the foregoing the Company's auditors could not issue an unqualified Auditors Report to accompany the Company's June 30, 2012 consolidated financial statements. As applicable legislation does not permit such a qualification, the Company had to seek exemptive relief under National Instrument 52-107 from the British Columbia Securities Commission and the Ontario Securities Commission (collectively "the Regulators"). The Regulators granted this relief with a Decision dated November 20, 2012, which permits the Company's auditors to issue their Auditors Report with a qualified opinion. The Decision also permits the Company's auditors to qualify their Auditors Report to accompany the Company's June 30, 2013 consolidated financial statements is so far as those statements relate to comparative information for the year ended June 30, 2012.

About Versatile

Versatile provides business solutions that enable companies to improve sales, marketing and distribution of their products. Versatile also provides information technology services for the implementation, maintenance and security of mission-critical computer environments. Versatile has the ability to architect solutions involving both proprietary and third party components. For more information: www.versatile.com.

Forward-Looking Statements

This document may contain forward-looking statements relating to Versatile's operations or to the environment in which it operates, which are based on Versatile's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict or are beyond Versatile's control. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Versatile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.


----------------------------------------------------------------------------
Versatile Systems Inc.                                                      
Consolidated Statements of Financial Position                               
----------------------------------------------------------------------------
                                                                            
Expressed in U.S. dollars     June 30, 2012   June 30, 2011    July 1, 2010 
                             -----------------------------------------------
                                                                            
ASSETS                                                                      
Current Assets                                                              
  Cash and cash equivalents   $     434,725   $     978,656   $   1,738,036 
  Accounts receivable             5,994,377       7,134,328      10,580,706 
  Prepaid expenses                4,152,994       4,555,890       5,879,584 
  Inventory                       2,347,110       1,849,635       1,719,477 
                             -----------------------------------------------
                                 12,929,206      14,518,509      19,917,803 
Long-term accounts receivable       181,366         401,742         265,612 
Long-term prepaid expenses        1,278,432         561,404         575,186 
Investment in Equus               2,105,473       2,311,109       2,203,043 
Capital assets                      251,591         270,437         519,391 
Intangible assets                   167,206         159,544         174,228 
Deferred income tax assets          880,407       7,001,156       6,965,850 
Goodwill                          2,718,970       9,914,350       9,914,350 
                             -----------------------------------------------
                              $  20,512,651   $  35,138,251   $  40,535,463 
                             -----------------------------------------------
                             -----------------------------------------------
LIABILITIES                                                                 
Current Liabilities                                                         
  Line of credit              $   1,988,675   $   1,007,767   $   1,353,312 
  Accounts payable and                                                      
   accrued liabilities            5,544,888       6,823,643       9,955,342 
  Current portion of deferred                                               
   revenue                        5,292,359       5,670,932       7,432,210 
                             -----------------------------------------------
                                 12,825,922      13,502,342      18,740,864 
Deferred Revenue                  1,419,857         649,267         710,269 
                             -----------------------------------------------
                                 14,245,779      14,151,609      19,451,133 
                             -----------------------------------------------
SHAREHOLDERS' EQUITY                                                        
  Share Capital                  54,433,709      54,433,709      54,433,709 
  Warrants reserve                        -          42,000         186,367 
  Equity Reserve                  4,629,219       4,578,470       4,231,539 
  Deficit                       (52,458,434)    (37,741,276)    (37,485,506)
  Accumulated other                                                         
   comprehensive loss              (337,622)       (326,261)       (281,779)
                             -----------------------------------------------
                                  6,266,872      20,986,642      21,084,330 
                             -----------------------------------------------
                                                                            
                              $  20,512,651   $  35,138,251   $  40,535,463 
                             -----------------------------------------------
                             -----------------------------------------------
                                                                            
                                                                            
----------------------------------------------------------------------------
Versatile Systems Inc.                                                      
Consolidated Statements of Operations and Comprehensive Loss                
(Unaudited - Prepared by Management)                                        
----------------------------------------------------------------------------
                                                                            
Expressed in U.S.                                                           
 dollars           Three months ended June 30   Twelve months ended June 30 
                          2012           2011           2012           2011 
                  ----------------------------------------------------------
                   (unaudited)    (unaudited)                               
                                                                            
SALES             $  8,832,150   $ 10,180,289   $ 39,501,388   $ 45,903,472 
COST OF SALES        6,889,949      7,798,561     31,481,143     35,774,094 
                  ----------------------------------------------------------
                     1,942,201      2,381,728      8,020,245     10,129,378 
                  ----------------------------------------------------------
EXPENSES                                                                    
  Selling and                                                               
   marketing         1,269,214      1,186,724      4,571,281      4,659,897 
  General and                                                               
   administrative      819,595        929,913      3,420,726      3,702,160 
  Research and                                                              
   development         208,356        210,996        927,881        960,399 
  Amortization of                                                           
   capital assets       43,164         51,473        168,388        225,227 
  Legal fees                 -        199,293              -        492,950 
  Share-based                                                               
   compensation              -        141,658          8,749        202,564 
  Foreign exchange                                                          
   loss (gain)          (7,353)       (35,554)        16,061        (45,269)
                  ----------------------------------------------------------
                     2,332,976      2,684,503      9,113,086     10,197,928 
                  ----------------------------------------------------------
LOSS FROM                                                                   
 OPERATIONS           (390,775)      (302,775)    (1,092,841)       (68,550)
  Interest expense     (62,203)        (2,616)       (82,282)       (16,426)
  Goodwill                                                                  
   impairment       (7,195,380)             -     (7,195,380)             - 
  Equity income                                                             
   (loss) from                                                              
   Investment in                                                            
   Equus              (105,875)        43,181       (220,412)       103,053 
  Write-down of                                                             
   Investment in                                                            
   Equus to fair                                                            
   value                     -       (304,543)             -       (304,543)
  Loss on sale of                                                           
   capital assets                                                           
   and investment         (190)        (1,410)        (1,724)        (4,610)
                  ----------------------------------------------------------
LOSS BEFORE INCOME                                                          
 TAXES              (7,754,423)      (568,163)    (8,592,639)      (291,076)
Current income tax                                                          
 expense                  (995)          (995)        (4,330)             - 
Deferred income                                                             
 tax (expense)                                                              
 recovery           (6,319,821)       131,027     (6,120,189)        35,306 
                  ----------------------------------------------------------
NET LOSS          $(14,075,239)  $   (438,131)  $(14,717,158)  $   (255,770)
                  ----------------------------------------------------------
                  ----------------------------------------------------------
                                                                            
Other                                                                       
 comprehensive                                                              
 loss                                                                       
  Foreign exchange                                                          
   translation           2,317        (11,189)       (11,361)       (44,482)
                  ----------------------------------------------------------
Total                                                                       
 comprehensive                                                              
 loss             $(14,072,922)  $   (449,320)  $(14,728,519)  $   (300,252)
                  ----------------------------------------------------------
                  ----------------------------------------------------------
                                                                            
LOSS PER SHARE                                                              
 (basic and                                                                 
 diluted)               ($0.09)        ($0.00)        ($0.09)        ($0.00)
                  ----------------------------------------------------------
                  ----------------------------------------------------------
                                                                            
                                                                            
----------------------------------------------------------------------------
Versatile Systems Inc.                                                      
Consolidated Statements of Changes in Shareholders' Equity                  
(Unaudited - Prepared by Management)                                        
----------------------------------------------------------------------------


                                                                            
Expressed in U.S. dollars                                                   
                                                                            
                                                                            
                                        Share        Warrant          Equity
                                      Capital        Reserve         Reserve
                               ---------------------------------------------
                                                                            
                                                                            
Balance, July 1, 2010           $  54,433,709  $     186,367   $   4,231,539
Net loss                                    -              -               -
Foreign exchange on the                                                     
translation of VMS-UK                       -              -               -
Expiration of warrants                      -       (144,367)        144,367
Share-based compensation                                                    
expense                                     -              -         202,564
                               ---------------------------------------------
Balance, June 30, 2011             54,433,709         42,000       4,578,470
                               ---------------------------------------------
                                                                            
                                                                            
Balance, June 30, 2011             54,433,709         42,000       4,578,470
Net loss                                    -              -               -
Foreign exchange on the                                                     
translation of VMS-UK                       -              -               -
Expiration of warrants                      -        (42,000)         42,000
Share-based compensation                                                    
expense                                     -              -           8,749
                               ---------------------------------------------
Balance, June 30, 2012          $  54,433,709  $           -   $   4,629,219
                               ---------------------------------------------
                                                                            

                                                                            
Expressed in U.S. dollars                                                   
                                                 Accumulated                
                                                       other                
                                               comprehensive                
                                      Deficit           loss          Total 
                               ---------------------------------------------
                                                                            
                                                                            
Balance, July 1, 2010           $ (37,485,506) $    (281,779) $  21,084,330 
Net loss                             (255,770)             -       (255,770)
Foreign exchange on the                                                     
translation of VMS-UK                       -        (44,482)       (44,482)
Expiration of warrants                      -              -              - 
Share-based compensation                                                    
expense                                     -              -        202,564 
                               ---------------------------------------------
Balance, June 30, 2011            (37,741,276)      (326,261)    20,986,642 
                               ---------------------------------------------
                                                                            
                                                                            
Balance, June 30, 2011            (37,741,276)      (326,261)    20,986,642 
Net loss                          (14,717,158)             -    (14,717,158)
Foreign exchange on the                                                     
translation of VMS-UK                       -        (11,361)       (11,361)
Expiration of warrants                      -              -              - 
Share-based compensation                                                    
expense                                     -              -          8,749 
                               ---------------------------------------------
Balance, June 30, 2012          $ (52,458,434) $    (337,622) $   6,266,872 
                               ---------------------------------------------
                                                                            
                                                                            
----------------------------------------------------------------------------
Versatile Systems Inc.                                                      
Consolidated Statements of Cash Flows                                       
(Unaudited - Prepared by Management)                                        
----------------------------------------------------------------------------
                                                                            
Expressed in U.S.                                                           
 dollars             Three months ended June 30 Twelve months ended June 30 
                              2012         2011           2012         2011 
                     -------------------------------------------------------
                       (unaudited)  (unaudited)                             
                                                                            
OPERATING ACTIVITIES                                                        
Net loss              $(14,075,239) $  (438,131)  $(14,717,158) $  (255,770)
Items not involving                                                         
 cash                                                                       
  Amortization of                                                           
   capital assets           43,164       56,998        177,159      256,075 
  Share-based                                                               
   compensation                  -      141,658          8,749      202,564 
  Goodwill impairment    7,195,380            -      7,195,380            - 
  Equity loss                                                               
   (income) from                                                            
   Equus Investment        105,875      (43,181)       220,412     (103,053)
  Write-down of                                                             
   Investment in                                                            
   Equus                         -      304,543              -      304,543 
  Loss on sale of                                                           
   capital assets and                                                       
   investments                 190        1,410          1,724        4,610 
  Unrealized foreign                                                        
   exchange gain                                                            
   (loss)                   29,389      (55,247)        11,498      (54,014)
  Deferred income                                                           
   taxes                 6,319,821     (131,027)     6,120,189      (35,306)
                     -------------------------------------------------------
Cash flow used in                                                           
 operations before                                                          
 other items              (381,420)    (162,977)      (982,047)     319,649 
  Net change in non-                                                        
   cash operating                                                           
   balance sheet                                                            
   items                   326,310      502,259       (344,877)    (432,742)
                     -------------------------------------------------------
                           (55,110)     339,282     (1,326,924)    (113,093)
INVESTING ACTIVITIES                                                        
  Purchase of shares                                                        
   in Equus                      -            -        (14,776)    (309,556)
  Proceeds from                                                             
   disposition of                                                           
   capital assets          (17,387)     (30,387)        17,640       76,968 
  Intangible assets -                                                       
   contract cost                                                            
   additions               (80,321)     (81,223)      (321,283)    (324,891)
  Intangible assets -                                                       
   contract cost                                                            
   recognized              107,293      102,056        313,621      339,116 
  Purchase of capital                                                       
   assets                  (29,957)      26,465       (193,117)     (82,379)
                     -------------------------------------------------------
                           (20,372)      16,911       (197,915)    (300,742)
                     -------------------------------------------------------
FINANCING ACTIVITIES                                                        
  Proceeds from                                                             
   (Repayment of)                                                           
   line of credit          220,903     (131,060)       980,908     (345,545)
                     -------------------------------------------------------
                           220,903     (131,060)       980,908     (345,545)
                     -------------------------------------------------------
                                                                            
Increase (Decrease)                                                         
 in cash and cash                                                           
 equivalents               145,421      225,133       (543,931)    (759,380)
                                                                            
Cash and cash                                                               
 equivalents,                                                               
 beginning of period       289,304      753,523        978,656    1,738,036 
                     -------------------------------------------------------
                                                                            
Cash and cash                                                               
 equivalents, end of                                                        
 period               $    434,725  $   978,656   $    434,725  $   978,656 
                     -------------------------------------------------------
                     -------------------------------------------------------

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. All amounts are expressed in U.S. dollars unless otherwise stated. © 2012 Versatile Systems Inc. All rights reserved.

Contacts:
Versatile Systems Inc.
John Hardy
Chairman and CEO
1-800-262-1633
International: 001-206-979-6760

Versatile Systems Inc.
Fraser Atkinson
CFO
1-800-262-1633
www.versatile.com

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SYS-CON Events announced today that Site24x7, the cloud infrastructure monitoring service, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Site24x7 is a cloud infrastructure monitoring service that helps monitor the uptime and performance of websites, online applications, servers, mobile websites and custom APIs. The monitoring is done from 50+ locations across the world and from various wireless carriers, thus providing a global perspective of the end-user experience. Site24x7 supports monitoring H...
SYS-CON Events announced today that Intelligent Systems Services will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Established in 1994, Intelligent Systems Services Inc. is located near Washington, DC, with representatives and partners nationwide. ISS’s well-established track record is based on the continuous pursuit of excellence in designing, implementing and supporting nationwide clients’ mission-critical systems. ISS has completed many successful projects in Healthcare, Commercial, Manufacturing, ...
The IoT Bootcamp is coming to Cloud Expo | @ThingsExpo on June 9-10 at the Javits Center in New York. Instructor. Registration is now available at http://iotbootcamp.sys-con.com/ Instructor Janakiram MSV previously taught the famously successful Multi-Cloud Bootcamp at Cloud Expo | @ThingsExpo in November in Santa Clara. Now he is expanding the focus to Janakiram is the founder and CTO of Get Cloud Ready Consulting, a niche Cloud Migration and Cloud Operations firm that recently got acquired by Aditi Technologies. He is a Microsoft Regional Director for Hyderabad, India, and one of the f...