Delaware
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0-20008
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74-2415696
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(State or other jurisdiction of incorporation or organization)
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(Commission File No.)
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(IRS Employer Identification No.)
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company ☐
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EXHIBIT NUMBER
|
|
DESCRIPTION
|
99.1
|
|
First Quarter 2017 Financial Summary
|
Actual Results
|
|||||||||||
(in millions except per share data and percentages)
|
Q1 2017 | Q1 2016 |
Change (%)
|
|||||||||
Revenue
|
$
|
10.7
|
$
|
6.7
|
60
|
%
|
||||||
Gross Margin
|
$
|
8.3
|
$
|
5.0
|
66
|
%
|
||||||
Gross Margin (as a % of revenue)
|
77.3
|
%
|
74.3
|
%
|
3
|
%
|
||||||
EBITDA
|
$
|
0.9
|
$
|
(0.5
|
)
|
303
|
%
|
|||||
EBITDA, excluding one-time expenses
|
$
|
1.8
|
$
|
0.4
|
362
|
%
|
||||||
Net Loss
|
$
|
(1.1
|
)
|
$
|
(1.6
|
)
|
32
|
%
|
||||
Net Loss per Share
|
$
|
(0.12
|
)
|
$
|
(0.25
|
)
|
52
|
%
|
||||
Net Loss per Share, excluding one-time expenses
|
$
|
(0.02
|
)
|
$
|
(0.11
|
)
|
82
|
%
|
||||
Non-GAAP Net Income (Loss) per Share
|
$
|
0.09
|
$
|
(0.03
|
)
|
400
|
%
|
·
|
Closed three strategic acquisitions: Personnel Management Systems, Inc. (PMSI), a leading provider of outsourced HR solutions; Corporate Payroll, Inc. (Payroll Division) (CPI), a leading provider of payroll services; and Payroll Specialties NW, Inc. (PSNW), a leading provider of payroll services.
|
·
|
Cloud bookings increased 69% from the first quarter of 2016.
|
·
|
Overall pipeline of deals increased approximately 202% from the prior quarter and approximately 325% from the first quarter of 2016, reflecting the additions of the company’s strategic acquisitions, increased cross-sell opportunities and the effectiveness of the expanded sales force.
|
·
|
Backlog totaled $2.7 million, a 9% increase compared to the prior quarter and a 3% increase from the year-ago quarter. The company continues to expect many enterprise clients will move through the implementation process throughout 2017, which will result in conversion from backlog to reported revenue growth.
|
·
|
Secured several new wins across a range of industry verticals, including Procter & Gamble (P&G) Worldwide, Merck & Co., Stinson Leonard, Atmosphere Commercial Interiors and Great Lakes Airlines.
|
·
|
Appointed seasoned HCM sales executive, Brad Burrows, to the new position of director of sales, responsible for leading the company’s client executive team.
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·
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Revenue increased 60% to $10.7 million from $6.7 million in the same year-ago quarter, primarily due to the acquisitions of Mangrove, PMSI, CPI, and PSNW.
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·
|
Recurring revenue as a percent of total revenue increased to 85% from 77% in the first quarter of 2016.
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·
|
Cloud revenue increased 103% and hardware revenue increased 57% from the first quarter of 2016.
|
·
|
Gross margin was $8.3 million (77.3% of total revenue), a 3% increase from $5.0 million (74.3% of total revenue) in the first quarter of 2016.
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·
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EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization)* excluding one-time items* was approximately $1.8 million, an increase of 362% compared to $388,000 in the first quarter of 2016.
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·
|
Net loss per share (excluding one-times*) totaled $(0.02), an improvement from net loss per share (excluding one-times*) of $(0.11) in the first quarter of 2016.
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·
|
Non-GAAP net income per share totaled $0.09, an improvement from non-GAAP net loss per share of $(0.03) in the first quarter of 2016.
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2017 Financial Guidance
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Fiscal 2017 (versus Fiscal 2016)
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Revenue
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$45.5 million to $47.5 million (+28.2 to 33.8% vs. 2016)
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EBITDA, excluding one-time items
|
$9.2 million to $9.7 million (+22.7% to 29.3% vs. 2016)
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Net Income per Share, excluding one-time items
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$0.23 to $0.29 (compared to $0.24)
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Non-GAAP Net Income per Share
|
$0.62 to $0.77 (compared to $0.68)
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|
March 31, 2017
(unaudited)
|
December 31,
2016
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
2,288
|
$
|
12,767
|
||||
Accounts and note receivable, net of allowance for doubtful accounts of $328 and $338 at March 31, 2017 and December 31, 2016, respectively
|
8,953
|
8,108
|
||||||
Inventory
|
530
|
487
|
||||||
Prepaid expenses and other current assets
|
2,012
|
1,256
|
||||||
Total current assets before funds held for clients
|
13,783
|
22,618
|
||||||
Funds held for clients
|
30,544
|
22,981
|
||||||
Total current assets
|
44,327
|
45,599
|
||||||
Property and equipment, net
|
1,809
|
1,878
|
||||||
Goodwill
|
31,455
|
26,259
|
||||||
Intangible assets, net
|
17,184
|
12,048
|
||||||
Other assets
|
322
|
39
|
||||||
Total assets
|
$
|
95,097
|
$
|
85,823
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
2,971
|
$
|
5,455
|
||||
Accounts payable
|
2,276
|
1,576
|
||||||
Accrued compensation and benefits
|
1,523
|
1,192
|
||||||
Other accrued liabilities
|
1,433
|
936
|
||||||
Deferred revenue
|
9,265
|
9,252
|
||||||
Total current liabilities before client fund obligations
|
17,468
|
18,411
|
||||||
Client fund obligations
|
30,544
|
22,981
|
||||||
Total current liabilities
|
48,012
|
41,392
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
611
|
769
|
||||||
Notes payable, net of current portion of debt issuance cost and debt discount
|
28,165
|
24,581
|
||||||
Other liabilities
|
157
|
835
|
||||||
Total long-term liabilities
|
28,933
|
26,185
|
||||||
Total liabilities
|
76,945
|
67,577
|
||||||
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; 9,014 and 8,901 shares issued, 8,630 and 8,517 shares outstanding at March 31, 2017 and December 31, 2016, respectively
|
90
|
89
|
||||||
Treasury stock at cost, 384 shares at March 31, 2017 and December 31, 2016
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
296,042
|
295,044
|
||||||
Accumulated deficit
|
(272,934
|
)
|
(271,875
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(29
|
)
|
5
|
|||||
Total stockholders’ equity
|
18,152
|
18,246
|
||||||
Total liabilities and stockholders’ equity
|
$
|
95,097
|
$
|
85,823
|
|
FOR THE
THREE MONTHS ENDED
MARCH 31,
|
|||||||
|
2017
|
2016
|
||||||
Revenues:
|
||||||||
Cloud revenue
|
$
|
7,836
|
$
|
3,862
|
||||
Hardware revenue
|
1,088
|
693
|
||||||
Maintenance and support revenue
|
933
|
1,239
|
||||||
On premise software license revenue
|
169
|
140
|
||||||
Professional services revenue
|
701
|
788
|
||||||
Total revenues
|
10,727
|
6,722
|
||||||
Cost of Sales
|
2,438
|
1,730
|
||||||
Gross margin
|
8,289
|
4,992
|
||||||
|
||||||||
Operating expenses
|
||||||||
Selling, general and administrative
|
7,043
|
5,033
|
||||||
Research and development
|
769
|
811
|
||||||
Amortization of intangible assets
|
847
|
377
|
||||||
Total operating expenses
|
8,659
|
6,221
|
||||||
|
||||||||
Loss from operations
|
(370
|
)
|
(1,229
|
)
|
||||
|
||||||||
Other income (loss)
|
||||||||
Interest expense and other
|
(547
|
)
|
(281
|
)
|
||||
Total other loss
|
(547
|
)
|
(281
|
)
|
||||
|
||||||||
Loss from operations before income taxes
|
(917
|
)
|
(1,510
|
)
|
||||
Income tax provision
|
(142
|
)
|
(44
|
)
|
||||
Net loss
|
$
|
(1,059
|
)
|
$
|
(1,554
|
)
|
||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation (loss) gain
|
(34
|
)
|
35
|
|||||
Other comprehensive loss
|
$
|
(1,093
|
)
|
$
|
(1,519
|
)
|
||
|
||||||||
Basic and diluted net loss per share
|
||||||||
Basic
|
$
|
(0.12
|
)
|
$
|
(0.25
|
)
|
||
Diluted
|
$
|
(0.12
|
)
|
$
|
(0.25
|
)
|
||
Weighted average basic and diluted shares
|
||||||||
Basic
|
8,628,000
|
6,290,000
|
||||||
Diluted
|
8,628,000
|
6,290,000
|
|
FOR THE
THREE MONTHS ENDED
MARCH 31,
|
|||||||
|
2017
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(1,059
|
)
|
$
|
(1,554
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
1,180
|
716
|
||||||
Provision for doubtful accounts
|
-
|
10
|
||||||
Share-based compensation
|
54
|
39
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts and note receivable
|
(366
|
)
|
723
|
|||||
Inventory
|
(43
|
)
|
150
|
|||||
Prepaid expenses and other assets
|
(1,004
|
)
|
187
|
|||||
Accounts payable
|
598
|
(798
|
)
|
|||||
Accrued expenses and other long-term obligations
|
(29
|
)
|
(748
|
)
|
||||
Deferred revenue
|
(516
|
)
|
637
|
|||||
Net cash used in operating activities
|
(1,185
|
)
|
(638
|
)
|
||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisitions net of cash acquired
|
(8,076
|
)
|
(12,000
|
)
|
||||
Purchases of property and equipment
|
(21
|
)
|
(5
|
)
|
||||
Collection of note receivable
|
-
|
(11
|
)
|
|||||
Net change in funds held for clients
|
1,540
|
(12,189
|
)
|
|||||
Net cash used in investing activities
|
(6,557
|
)
|
(24,205
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
5,000
|
12,500
|
||||||
Payments on notes payable
|
(6,069
|
)
|
-
|
|||||
Debt financing fees
|
(100
|
)
|
(438
|
)
|
||||
Payments on capital leases
|
(46
|
)
|
(53
|
)
|
||||
Net proceeds from issuance of stock
|
-
|
3
|
||||||
Net change in client fund obligations
|
(1,485
|
)
|
12,189
|
|||||
Net cash (used in) provided by financing activities
|
(2,700
|
)
|
24,201
|
|||||
|
||||||||
Effect of foreign exchange rates
|
(37
|
)
|
37
|
|||||
|
||||||||
Net decrease in cash and cash equivalents
|
(10,479
|
)
|
(605
|
)
|
||||
Cash and cash equivalents at beginning of period
|
12,767
|
1,158
|
||||||
Cash and cash equivalents at end of period
|
$
|
2,288
|
$
|
553
|
||||
|
||||||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
411
|
$
|
22
|
||||
|
||||||||
Non-cash Investing and Financing Activities:
|
||||||||
Subordinated notes payable- See Note 4
|
$
|
2,090
|
$
|
6,000
|
||||
Issuance of common stock- CPI Acquisition- See Note 4
|
$
|
945
|
$
|
-
|
$000s
|
March 31,
2017
|
March 31,
2016
|
||||||
Net Income (Loss)
|
(1,059
|
)
|
(1,554
|
)
|
||||
Interest
|
625
|
292
|
||||||
Tax
|
142
|
44
|
||||||
Depreciation
|
227
|
233
|
||||||
Amortization
|
953
|
482
|
||||||
Stock Compensation
|
54
|
39
|
||||||
EBITDA
|
942
|
(464
|
)
|
|||||
One-time expenses
|
850
|
852
|
||||||
EBITDA excluding one-time expenses
|
1,792
|
388
|
FOR THE THREE MONTHS ENDED
|
||||||||
$000s |
March 31,
2017
|
March 31,
2016
|
||||||
Net Income (Loss)
|
(1,059
|
)
|
(1,554
|
)
|
||||
Legal & Professional Services
|
717
|
671
|
||||||
Severance, Recruitment & Relocation
|
118
|
138
|
||||||
Other one-time items (net)
|
15
|
43
|
||||||
Sub-total excluding Taxes
|
850
|
852
|
||||||
Sub-total one-time expenses
|
850
|
852
|
||||||
Net Income (Loss) excluding one-time expenses
|
(209
|
)
|
(702
|
)
|
||||
Weighted-average shares of common stock outstanding
|
8,628
|
6,290
|
||||||
Net Income (Loss) per share, excluding one-time expenses
|
$
|
(0.02
|
)
|
$
|
(0.11
|
)
|
FOR THE THREE MONTHS ENDED
|
||||||||
$000s |
March 31,
2017
|
March 31,
2016
|
||||||
Net Income (Loss)
|
(1,059
|
)
|
(1,554
|
)
|
||||
Amortization expense on acquisition-related intangible assets
|
953
|
482
|
||||||
One-time expenses
|
850
|
852
|
||||||
Stock compensation
|
54
|
39
|
||||||
Sub-total Non-GAAP items
|
1,857
|
1,373
|
||||||
Non-GAAP Net Income (Loss)
|
798
|
(181
|
)
|
|||||
Weighted-average shares of common stock outstanding
|
8,839
|
6,290
|
||||||
Non-GAAP Net Income (Loss) per share
|
$
|
0.09
|
$
|
(0.03
|
)
|