Delaware
|
0-20008
|
74-2415696
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File No.)
|
(IRS Employer Identification No.)
|
|
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
EXHIBIT NUMBER
|
|
DESCRIPTION
|
99.1
|
|
Fourth Quarter 2016 Financial Summary
|
Actual Results
|
Pro Forma Results
|
||||||||||||||||||||||
(in millions except per share data and percentages)
|
Q4 2016
|
Q4 2015
|
Change (%)
|
Q4 2016
|
Q4 2015
|
Change (%)
|
||||||||||||||||||
Revenue
|
$
|
9.7
|
$
|
6.8
|
44
|
%
|
$
|
9.7
|
$
|
8.8
|
10
|
%
|
||||||||||||
Gross Margin
|
$
|
7.5
|
$
|
4.7
|
60
|
%
|
$
|
7.5
|
$
|
6.0
|
26
|
%
|
||||||||||||
Gross Margin (as a % of revenue)
|
77.5
|
%
|
69.5
|
%
|
11
|
%
|
77.5
|
%
|
68.0
|
%
|
14
|
%
|
||||||||||||
EBITDA (excluding one-time expenses)
|
$
|
2.2
|
$
|
0.6
|
199
|
%
|
$
|
2.2
|
$
|
0.6
|
274
|
%
|
||||||||||||
Net Income (Loss)
|
0.13
|
$
|
(0.8
|
)
|
117
|
%
|
0.13
|
$
|
(1.2
|
)
|
111
|
%
|
||||||||||||
Net Income (Loss) per Diluted Share, Excluding one-time expenses
|
$
|
0.09
|
$
|
(0.08
|
)
|
213
|
%
|
$
|
0.09
|
$
|
(0.15
|
)
|
160
|
%
|
||||||||||
Fiscal 2016 Financial Summary
|
Actual Results
|
Pro Forma Results
|
||||||||||||||||||||||
(in millions except per share data and percentages)
|
2016
|
2015
|
Change (%)
|
2016
|
2015
|
Change (%)
|
||||||||||||||||||
Revenue
|
$
|
35.5
|
$
|
26.9
|
32
|
%
|
$
|
37.7
|
$
|
35.1
|
7
|
%
|
||||||||||||
Gross Margin
|
$
|
27.4
|
$
|
19.6
|
40
|
%
|
$
|
29.1
|
$
|
25.9
|
12
|
%
|
||||||||||||
Gross Margin (as a % of revenue)
|
77.2
|
%
|
72.7
|
%
|
6
|
%
|
77.3
|
%
|
73.8
|
%
|
5
|
%
|
||||||||||||
EBITDA (excluding one-time expenses)
|
$
|
7.5
|
$
|
3.7
|
101
|
%
|
$
|
8.0
|
$
|
4.7
|
72
|
%
|
||||||||||||
Net Income (Loss)
|
$
|
(1.0
|
)
|
$
|
(1.8
|
)
|
45
|
%
|
$
|
(0.1
|
)
|
$
|
(3.1
|
)
|
95
|
%
|
||||||||
Net Income (Loss) per Diluted Share, Excluding one-time expenses
|
$
|
0.24
|
$
|
(0.17
|
)
|
241
|
%
|
$
|
0.26
|
$
|
(0.39
|
)
|
167
|
%
|
·
|
Appointed seasoned sales executive, Eyal Goldstein, to the new position of Chief Revenue Officer, and reorganized the sales team to optimize cloud sales for 2017.
|
·
|
Total bookings for the fourth quarter of 2016 were up 13% year-over-year. For fiscal 2016, total bookings were up 11% compared to fiscal 2015.
|
·
|
At quarter-end, backlog totaled $2.5 million, a 36% decrease compared to the prior quarter and a 10% decrease from the year-ago quarter as the company accelerated the movement of customers through the implementation process. The company continues to expect enterprise clients to move through the implementation process throughout 2017, which will result in conversion from backlog to reported revenue growth.
|
·
|
Secured several new wins in the fourth quarter of 2016 across a range of industry verticals with leading enterprises, including Procter & Gamble Co. - P&G, Deutsche Bank AG, London, Genpact, Arrow Electronics, Rogers Communications Inc., Akron Children’s Hospital and Pearson.
|
·
|
Sold and installed Version 8 of core HCM software at 12 new customers during the fourth quarter of 2016.
|
·
|
Cross-sell opportunities grew 46% from the third quarter of 2016, reflecting the increasing amount of synergies realized by the company since its acquisition of Mangrove Software in March 2016.
|
·
|
Overall pipeline of deals increased 32% from the prior quarter, as the company continues to integrate its sales team to sell its entire suite of time and labor, workforce, and HCM solutions.
|
·
|
Completed the phased rollout of facial recognition technology to more than 400 sites with strategic customer, PSSI, which eliminated employee and supervisor fraud and resulted in cost savings and leads to the next phase in all Canada locations.
|
·
|
Brought COBRA solution in-house, developing tighter integration with Asure’s HCM platform to fulfill the company’s vision of a “Hire to Retire” complete solution.
|
·
|
Further enhanced Asure’s suite of solutions and expanded deployment of Internet of Things sensor technologies by more than 345% in 2016.
|
·
|
Revenue for the fourth quarter of 2016 increased 44% to $9.7 million from $6.8 million in the same year-ago quarter. On a pro forma basis, including the results from Mangrove Software as if the acquisition was completed on January 1, 2015, revenue increased 10% to $9.7 million from $8.8 million in the same year-ago quarter. For fiscal 2016, revenue increased 32% to $35.5 million from $26.9 million in fiscal 2015. On a pro forma basis, including the results from Mangrove Software as if the acquisition was completed on January 1, 2015, revenue increased 7% to $37.7 million as compared to $35.1 million in fiscal 2015.
|
·
|
Recurring revenue for the fourth quarter of 2016 as a percent of total revenue was 73%, as compared to 76% in the fourth quarter of 2015. For fiscal 2016, recurring revenue as a percent of total revenue was 74% as compared to 75% in fiscal 2015.
|
·
|
For the fourth quarter of 2016, cloud revenue increased 67%, on premise software revenue increased 574%, and hardware revenue increased 38% compared to the same year-ago quarter. For fiscal 2016, cloud revenue increased 51%, on premise software revenue increased 159%, and professional services revenue increased 42% from fiscal 2015.
|
·
|
Gross margin for the fourth quarter of 2016 was $7.5 million (78% of total revenue), a 60% increase from $4.7 million (70% of total revenue) in the fourth quarter of 2015. For fiscal 2016, gross margin was $27.4 million (77% of total revenue) compared to $19.6 million (73% of total revenue) in fiscal 2015.
|
·
|
EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)* excluding one-time expenses* for the fourth quarter of 2016 totaled $2.2 million, an increase of 199% compared to $599,000 in the fourth quarter of 2015. For fiscal 2016, EBITDA* excluding one-time expenses* totaled $7.5 million, an increase of 101% compared to $3.7 million in fiscal 2015.
|
·
|
Net income per diluted share (excluding one-time expenses*) for the fourth quarter of 2016 totaled $0.09, compared to a net loss per diluted share (excluding one-time expenses*) of $(0.08) in the fourth quarter of 2015. On a pro forma basis, including the results from Mangrove Software as if the acquisition was completed on January 1, 2015, net income per diluted share (excluding one-time expenses*) totaled $0.09, an improvement from net loss per diluted share (excluding one-time expenses*) of $(0.15) in the same year-ago quarter. For fiscal 2016, net income per diluted share (excluding one-time expenses*) was $0.24 compared to a net loss per diluted share (excluding one-time expenses*) of $(0.17) in fiscal 2015. On a pro forma basis, including the results from Mangrove Software as if the acquisition was completed on January 1, 2015, net income per diluted share (excluding one-time expenses*) totaled $0.26, an improvement from a net loss per diluted share (excluding one-time expenses*) of $(0.39) in fiscal 2015.
|
Revenue
|
$45 million to $47 million (+26.6% to +32.2% vs. 2016 YTD Actual)
|
EBITDA, excluding one-time items
|
$9 million to $9.5 million (+20.7% to +27.4% vs. 2016 YTD Actual)
|
Net Income per share, excluding one-time items
|
$0.22 to $0.28 (compared to $0.24 2016 YTD Actual)
|
Non-GAAP net income per share
|
$0.60 to $0.75 (vs. $0.68 2016 YTD Actual)
|
|
December 31,
2016
|
December 31,
2015
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
12,767
|
$
|
1,158
|
||||
Accounts and note receivable, net of allowance for doubtful accounts of $338 and $145 at December 31, 2016 and December 31, 2015, respectively
|
8,108
|
4,671
|
||||||
Inventory
|
487
|
784
|
||||||
Prepaid expenses and other current assets
|
1,256
|
1,072
|
||||||
Total current assets before funds held for clients
|
22,618
|
7,685
|
||||||
Funds held for clients
|
22,981
|
-
|
||||||
Total current assets
|
45,599
|
7,685
|
||||||
Property and equipment, net
|
1,878
|
2,212
|
||||||
Goodwill
|
26,259
|
17,436
|
||||||
Intangible assets, net
|
12,048
|
6,026
|
||||||
Other assets
|
39
|
458
|
||||||
Total assets
|
$
|
85,823
|
$
|
33,817
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable, net of debt issuance cost
|
$
|
5,455
|
$
|
909
|
||||
Accounts payable
|
1,576
|
2,670
|
||||||
Accrued compensation and benefits
|
1,192
|
715
|
||||||
Other accrued liabilities
|
1,613
|
1,181
|
||||||
Deferred revenue
|
9,252
|
10,803
|
||||||
Total current liabilities before client fund obligations
|
19,088
|
16,278
|
||||||
Client fund obligations
|
22,981
|
-
|
||||||
Total current liabilities
|
42,069
|
16,278
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
769
|
947
|
||||||
Notes payable, net of debt issuance cost
|
24,581
|
12,384
|
||||||
Other liabilities
|
158
|
490
|
||||||
Total long-term liabilities
|
25,508
|
13,821
|
||||||
Total liabilities
|
67,577
|
30,099
|
||||||
Commitments (Note 13)
|
||||||||
Stockholders’ equity:
|
||||||||
Preferred stock, $.01 par value; 1,500 shares authorized; none issued or outstanding
|
-
|
-
|
||||||
Common stock, $.01 par value; 11,000 shares authorized; 8,901 and 6,674 shares issued, 8,517 and 6,290 shares outstanding at December 31, 2016 and December 31, 2015, respectively
|
89
|
67
|
||||||
Treasury stock at cost, 384 shares at December 31, 2016 and December 31, 2015
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
295,044
|
279,649
|
||||||
Accumulated deficit
|
(271,875
|
)
|
(270,903
|
)
|
||||
Accumulated other comprehensive income (loss)
|
5
|
(78
|
)
|
|||||
Total stockholders’ equity
|
18,246
|
3,718
|
||||||
Total liabilities and stockholders’ equity
|
$
|
85,823
|
$
|
33,817
|
|
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
|
|||||||
|
2016
|
2015
|
||||||
Revenues:
|
||||||||
Cloud revenue
|
$
|
20,606
|
$
|
13,628
|
||||
Hardware revenue
|
3,795
|
3,300
|
||||||
Maintenance and support revenue
|
4,566
|
6,054
|
||||||
On premise software license revenue
|
2,218
|
856
|
||||||
Professional services revenue
|
4,357
|
3,068
|
||||||
Total revenues
|
35,542
|
26,906
|
||||||
Cost of Sales
|
8,117
|
7,340
|
||||||
Gross margin
|
27,425
|
19,566
|
||||||
|
||||||||
Operating expenses
|
||||||||
Selling, general and administrative
|
20,009
|
14,964
|
||||||
Research and development
|
2,897
|
3,053
|
||||||
Amortization of intangible assets
|
2,253
|
1,866
|
||||||
Total operating expenses
|
25,159
|
19,883
|
||||||
|
||||||||
Income (loss) from operations
|
2,266
|
(317
|
)
|
|||||
|
||||||||
Other income (loss)
|
||||||||
Interest income
|
10
|
22
|
||||||
Loss on lease termination
|
-
|
(110
|
)
|
|||||
Loss on debt refinancing
|
-
|
(4
|
)
|
|||||
Foreign currency gain (loss)
|
(8
|
)
|
1
|
|||||
Interest expense and other
|
(2,012
|
)
|
(1,109
|
)
|
||||
Interest expense - amortization of original issue discount (OID)
|
-
|
(21
|
)
|
|||||
Acquisition costs
|
(1,039
|
)
|
-
|
|||||
Total other loss, net
|
(3,049
|
)
|
(1,221
|
)
|
||||
|
||||||||
Loss from operations before income taxes
|
(783
|
)
|
(1,538
|
)
|
||||
Income tax provision
|
(189
|
)
|
(219
|
)
|
||||
Net loss
|
$
|
(972
|
)
|
$
|
(1,757
|
)
|
||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation gain
|
83
|
8
|
||||||
Other comprehensive loss
|
$
|
(889
|
)
|
$
|
(1,749
|
)
|
||
|
||||||||
Basic and diluted net loss per share
|
||||||||
Basic
|
$
|
(0.15
|
)
|
$
|
(0.28
|
)
|
||
Diluted
|
$
|
(0.15
|
)
|
$
|
(0.28
|
)
|
||
Weighted average basic and diluted shares
|
||||||||
Basic
|
6,533,000
|
6,176,000
|
||||||
Diluted
|
6,533,000
|
6,176,000
|
|
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
|
|||||||
|
2016
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(972
|
)
|
$
|
(1,757
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
3,613
|
3,012
|
||||||
Provision for doubtful accounts
|
265
|
100
|
||||||
Share-based compensation
|
226
|
409
|
||||||
Loss on debt refinancing
|
-
|
4
|
||||||
Other
|
94
|
28
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts and note receivable
|
(3,401
|
)
|
524
|
|||||
Inventory
|
297
|
(615
|
)
|
|||||
Prepaid expenses and other assets
|
233
|
(527
|
)
|
|||||
Accounts payable
|
(1,104
|
)
|
1,120
|
|||||
Accrued expenses and other long-term obligations
|
466
|
422
|
||||||
Deferred revenue
|
(1,729
|
)
|
635
|
|||||
Net cash provided by operating activities
|
(2,012
|
)
|
3,355
|
|||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisitions net of cash acquired
|
(12,000
|
)
|
-
|
|||||
Purchases of property and equipment
|
(436
|
)
|
(1,406
|
)
|
||||
Disposals of property and equipment
|
-
|
18
|
||||||
Collection of note receivable
|
223
|
-
|
||||||
Net change in funds held for clients
|
(6,562
|
)
|
-
|
|||||
Net cash used in investing activities
|
(18,775
|
)
|
(1,388
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
18,413
|
5,300
|
||||||
Payments on notes payable
|
(7,233
|
)
|
(6,765
|
)
|
||||
Payments on amendment of senior notes payable
|
-
|
(75
|
)
|
|||||
Debt financing fees
|
(438
|
)
|
-
|
|||||
Payments on capital leases
|
(197
|
)
|
(190
|
)
|
||||
Net proceeds from issuance of stock
|
15,192
|
587
|
||||||
Net change in client fund obligations
|
6,562
|
-
|
||||||
Net cash used in financing activities
|
32,299
|
(1,143
|
)
|
|||||
|
||||||||
Effect of foreign exchange rates
|
97
|
14
|
||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
11,609
|
838
|
||||||
Cash and cash equivalents at beginning of period
|
1,158
|
320
|
||||||
Cash and cash equivalents at end of period
|
$
|
12,767
|
$
|
1,158
|
||||
|
||||||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
1,415
|
$
|
995
|
||||
|
||||||||
Non-cash Investing and Financing Activities:
|
||||||||
Note receivable from customer
|
-
|
601
|
||||||
Subordinated notes payable- Mangrove acquisition
|
6,000
|
-
|
||||||
Accrued purchases of property and equipment
|
-
|
17
|
$000s
|
December 31,
2016
|
December 31,
2015
|
||||||
Net Income (Loss)
|
$
|
131
|
$
|
(795
|
)
|
|||
Interest and amortization of OID
|
543
|
270
|
||||||
Tax
|
56
|
74
|
||||||
Depreciation
|
193
|
229
|
||||||
Amortization
|
730
|
459
|
||||||
Stock Compensation
|
60
|
74
|
||||||
EBITDA
|
1,713
|
311
|
||||||
One-time expenses
|
502
|
298
|
||||||
EBITDA excluding one-time expenses
|
$
|
2,215
|
$
|
609
|
$000s
|
December 31,
2016
|
December 31,
2015
|
||||||
Net Loss
|
$
|
(972
|
)
|
$
|
(1,757
|
)
|
||
Interest and amortization of OID
|
1,917
|
1,117
|
||||||
Tax
|
189
|
219
|
||||||
Depreciation
|
935
|
721
|
||||||
Amortization
|
2,678
|
2,291
|
||||||
Stock Compensation
|
226
|
409
|
||||||
EBITDA
|
4,973
|
3,000
|
||||||
One-time expenses
|
2,550
|
734
|
||||||
EBITDA excluding one-time expenses
|
$
|
7,523
|
$
|
3,734
|
$000s
|
December 31,
2016
|
December 31,
2015
|
||||||
Net Income (Loss)
|
$
|
131
|
$
|
(795
|
)
|
|||
Legal & Professional Services
|
429
|
57
|
||||||
Other one-time items (net)
|
73
|
241
|
||||||
Sub-total excluding Taxes
|
502
|
298
|
||||||
Sub-total
|
502
|
298
|
||||||
Net Income excluding one-time items
|
$
|
633
|
$
|
(497
|
)
|
$000s
|
December 31,
2016
|
December 31,
2015
|
||||||
Net Loss
|
$
|
(972
|
)
|
$
|
(1,757
|
)
|
||
Legal & Professional Services
|
1,411
|
92
|
||||||
Severance, Recruitment & Relocation
|
809
|
55
|
||||||
Other one-time items (net)
|
330
|
587
|
||||||
Sub-total excluding Taxes
|
2,550
|
734
|
||||||
Sub-total
|
2,550
|
734
|
||||||
Net Income excluding one-time items
|
$
|
1,578
|
$
|
(1,023
|
)
|