Delaware
|
0-20008
|
74-2415696
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification Number)
|
3700 N. Capital of Texas Hwy, Suite 350, Austin, TX
|
78746
|
(Address of principal executive offices)
|
(Zip Code)
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐.
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
EXHIBIT NUMBER
|
|
DESCRIPTION
|
99.1
|
|
ASURE SOFTWARE, INC. | |||
Dated: March 15, 2018
|
By:
|
/s/ Kelyn Brannon | |
Kelyn Brannon, Chief Financial Officer | |||
·
|
Fourth quarter total revenues of $15.3 million, up 59% year-over-year
|
·
|
Fourth quarter subscription revenue of $11.5 million, up 102% year-over-year
|
·
|
Fourth quarter subscription revenue backlog (deferred & unearned) of $14.2 million, up 42% year-over-year
|
·
|
Fiscal 2017 total revenues of $54.4 million, up 53% year-over-year
|
·
|
Fiscal 2017 subscription revenue of $39.3 million, up 91% year-over-year
|
·
|
Fiscal 2017 subscription revenue backlog (deferred & unearned) of $23.6 million, up 97% year-over-year
|
Fourth Quarter 2017 Financial Summary
|
Actual Results
|
|||||||||||
For the three months ended
|
||||||||||||
(in millions except per share data and percentages)
|
December 31, 2017
|
December 31, 2016
|
Change (%)
|
|||||||||
Revenue
|
$
|
15.3
|
$
|
9.7
|
59
|
%
|
||||||
Gross Margin
|
$
|
11.3
|
$
|
7.5
|
51
|
%
|
||||||
Gross Margin (as a % of revenue)
|
74.1
|
%
|
77.5
|
%
|
-4
|
%
|
||||||
EBITDA
|
$
|
1.5
|
$
|
1.7
|
-7
|
%
|
||||||
Non-GAAP EBITDA, excluding one-time expenses*
|
$
|
3.6
|
$
|
2.2
|
63
|
%
|
||||||
Net Income (Loss)
|
$
|
(1.5
|
)
|
$
|
0.1
|
-1262
|
%
|
|||||
Net Income (Loss) per Share
|
$
|
(0.12
|
)
|
$
|
0.02
|
-700
|
%
|
|||||
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses*1
|
$
|
0.04
|
$
|
0.09
|
-56
|
%
|
||||||
Non-GAAP Net Income (Loss) per Share*2
|
$
|
0.17
|
$
|
0.20
|
-15
|
%
|
||||||
Twelve Months Ended 2017 Financial Summary
|
Actual Results
|
|||||||||||
For the twelve months ended
|
||||||||||||
(in millions except per share data and percentages)
|
December 31, 2017
|
December 31, 2016
|
Change (%)
|
|||||||||
Revenue
|
$
|
54.4
|
$
|
35.5
|
53
|
%
|
||||||
Gross Margin
|
$
|
41.8
|
$
|
27.4
|
52
|
%
|
||||||
Gross Margin (as a % of revenue)
|
76.8
|
%
|
77.2
|
%
|
0
|
%
|
||||||
EBITDA
|
$
|
5.8
|
$
|
4.7
|
22
|
%
|
||||||
Non-GAAP EBITDA, excluding one-time expenses*
|
$
|
11.5
|
$
|
7.5
|
53
|
%
|
||||||
Net Income (Loss)
|
$
|
(5.7
|
)
|
$
|
(1.0
|
)
|
489
|
%
|
||||
Net Income (Loss) per Share
|
$
|
(0.53
|
)
|
$
|
(0.15
|
)
|
253
|
%
|
||||
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses*1
|
$
|
-
|
$
|
0.24
|
-100
|
%
|
||||||
Non-GAAP Net Income (Loss) per Share*2
|
$
|
0.50
|
$
|
0.68
|
-26
|
%
|
*
|
Non-GAAP financial measures are reconciled to GAAP in the tables set forth on page 8 of this earnings release.
|
1
|
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses, is calculated by combining the Company’s GAAP Net Income (Loss), or earnings per share, with expenses that management believes are one time in nature and are not expected to recur on a dollar or per share basis. These one-time expenses primarily relate to legal and professional services with respect to our acquisition and financing activities and costs associated with severance, recruitment and relocation of employees, as well as purchase accounting adjustments. See the reconciliation table on page 8 for more information as well as a reconciliation of this Non-GAAP measure to Net Income (Loss) per Share.
|
2
|
Non-GAAP Net Income (Loss) per Share, is calculated by combining the Company’s GAAP Net Income (Loss) or earnings per share, with the one-time expense described in Note 1 above, and the following additional items: amortization expense on acquisition-related intangible assets and stock-based compensation expense. See the reconciliation table on page 8 for more information as well as a reconciliation of this Non-GAAP measure to Net Income (Loss) per Share.
|
·
|
Cloud bookings for the fourth quarter of 2017 were up 228% year-over-year.
|
·
|
Revenue for the fourth quarter of 2017 increased 59% to $15.3 million from $9.7 million in the same year-ago quarter.
|
·
|
Recurring revenue for the fourth quarter of 2017 as a percent of total revenue was 84%, an improvement from 73% in the fourth quarter of 2016.
|
·
|
Cloud revenue for the fourth quarter of 2017 increased 102% year-over year.
|
·
|
Gross margin for the fourth quarter of 2017 was $11.3 million (74.1% of total revenue), a 51% increase from $7.5 million (77.5% of total revenue) in the fourth quarter of 2016.
|
·
|
Non-GAAP EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) excluding one-time items* for the fourth quarter of 2017 totaled approximately $3.6 million, an improvement from $2.2 million in the fourth quarter of 2016.
|
·
|
Non-GAAP net income per share, excluding one-time items*, for the fourth quarter of 2017 totaled $0.04 (based on 12.7 million shares), compared to non-GAAP net income per share, excluding one-time items*, of $0.09 (based on 7.1 million shares) in the fourth quarter of 2016.
|
·
|
Non-GAAP net income per share for the fourth quarter of 2017 totaled $0.17, compared to non-GAAP net income per share of $0.20 in the fourth quarter of 2016.
|
·
|
Deferred revenue increased 42% to $14.2 million from $10.0 million in the same year ago quarter.
|
·
|
Cloud bookings for fiscal 2017 were up 162% compared to fiscal 2016.
|
·
|
Fiscal 2017 revenue increased 53% to $54.4 million from $35.5 million in fiscal 2016.
|
·
|
Recurring revenue for fiscal 2017 as a percent of total revenue was 82% as compared to 74% in fiscal 2016.
|
·
|
Cloud revenue for fiscal 2017 increased 91% compared to fiscal year 2016.
|
·
|
Gross margin for fiscal 2017 was $41.8 million (76.8% of total revenue) compared to $27.4 million (77.2% of total revenue) in fiscal 2016.
|
·
|
Non-GAAP EBITDA excluding one-time items* for fiscal 2017 totaled approximately $11.5 million, an improvement from $7.5 million in 2016.
|
·
|
Non-GAAP net income per share excluding one-time items*, for fiscal 2017 was $0.00 (based on 10.9 million shares), compared to $0.24 (based on 6.6 million shares) for fiscal 2016.
|
·
|
Non-GAAP net income per share for fiscal 2017 totaled $0.50 as compared to $0.68 in fiscal 2016.
|
·
|
Successfully acquired and integrated six companies, including the Evolution Small and Mid-market (SMB) HCM platform from iSystems, a cornerstone component of Asure’s solution strategy.
|
·
|
Overall pipeline of deals increased approximately 245% from the same quarter a year ago, reflecting the additions of the company’s strategic acquisitions, increased cross-selling opportunities across our acquired and existing businesses as well as the effectiveness of the expanded sales force.
|
·
|
Secured new wins across a range of industry verticals and continued expansion at Fannie Mae, HSBC, Startek, Genpact, Anthem, BDO, Fiserv, Rogers, Cal Maine, OMERS and others.
|
·
|
Released expanded APIs (Application Programming Interfaces) to continue the company’s commitment to an open platform technology and partner integration.
|
·
|
Released Advanced HR 2.0 for Asure’s SMB HCM & Payroll Platform, a significant upgrade enabling our channel partners to leverage this strategic growth market.
|
·
|
Released a new version of Asure’s Time & Labor mobile app with geo positioning verification, continuing Asure’s lead in this technology area.
|
·
|
Expanded Digital Workplace initiatives, including enhanced map and navigational views to support team collaboration, IoT driven indoor positioning, and expansion of Asure’s already deep integration with Microsoft’s O365 platform.
|
·
|
Multiple senior and executive management hires, including the addition of CFO Kelyn Brannon, former CFO of Arista Networks, Calix, and Calypso Technology. In addition, Web Hill, former Executive VP at Ceridian and Wells Fargo, was brought in as Vice President and General Manager for the Evolution HCM business; while Bob Diez, formerly of IBM and Ceridian, was brought in as Vice President and General Manager for the Asure HR Consulting business.
|
·
|
Successful completion of capital raises through the sale of common equity and increased credit facility resulting in a new financial partnership with Wells Fargo and Goldman Sachs.
|
2018 Financial Guidance
|
Fiscal 2018
|
Revenue
|
$79.0 million to $82.0 million
|
Non-GAAP EBITDA, excluding one-time items
|
$18.0 million to $20.0 million
|
|
December 31,
2017
|
December 31,
2016
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
27,792
|
$
|
12,767
|
||||
Accounts and note receivable, net of allowance for doubtful accounts
of $425 and $338 at December 31, 2017 and December 31, 2016, respectively
|
13,361
|
8,108
|
||||||
Inventory
|
509
|
487
|
||||||
Prepaid expenses and other current assets
|
2,588
|
1,256
|
||||||
Total current assets before funds held for clients
|
44,250
|
22,618
|
||||||
Funds held for clients
|
42,328
|
22,981
|
||||||
Total current assets
|
86,578
|
45,599
|
||||||
Property and equipment, net
|
5,217
|
1,878
|
||||||
Goodwill
|
77,348
|
26,259
|
||||||
Intangible assets, net
|
33,554
|
12,048
|
||||||
Other assets
|
614
|
39
|
||||||
Total assets
|
$
|
203,311
|
$
|
85,823
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of notes payable
|
$
|
8,895
|
$
|
5,455
|
||||
Accounts payable
|
1,912
|
1,576
|
||||||
Accrued compensation and benefits
|
2,477
|
1,192
|
||||||
Other accrued liabilities
|
862
|
936
|
||||||
Deferred revenue
|
13,078
|
9,252
|
||||||
Total current liabilities before client fund obligations
|
27,224
|
18,411
|
||||||
Client fund obligations
|
42,328
|
22,981
|
||||||
Total current liabilities
|
69,552
|
41,392
|
||||||
Long-term liabilities:
|
||||||||
Deferred revenue
|
1,125
|
769
|
||||||
Notes payable, net of current portion and debt issuance cost
|
66,973
|
24,581
|
||||||
Other liabilities
|
1,887
|
835
|
||||||
Total long-term liabilities
|
69,985
|
26,185
|
||||||
Total liabilities
|
139,537
|
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; 22,000 and 11,000 shares authorized; 12,876 and 8,901 shares issued,
12,492 and 8,517 shares outstanding at December 31, 2017 and December 31, 2016, respectively
|
129
|
89
|
||||||
Treasury stock at cost, 384 shares at December 31, 2017 and December 31, 2016
|
(5,017
|
)
|
(5,017
|
)
|
||||
Additional paid-in capital
|
346,322
|
295,044
|
||||||
Accumulated deficit
|
(277,597
|
)
|
(271,875
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(63
|
)
|
5
|
|||||
Total stockholders’ equity
|
63,774
|
18,246
|
||||||
Total liabilities and stockholders’ equity
|
$
|
203,311
|
$
|
85,823
|
|
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
|
|||||||
|
2017
|
2016
|
||||||
Revenues:
|
||||||||
Cloud revenue
|
$
|
39,267
|
$
|
20,606
|
||||
Hardware revenue
|
4,703
|
3,795
|
||||||
Maintenance and support revenue
|
4,453
|
4,566
|
||||||
On premise software license revenue
|
1,392
|
2,218
|
||||||
Professional services revenue
|
4,627
|
4,357
|
||||||
Total revenues
|
54,442
|
35,542
|
||||||
Cost of Sales
|
12,619
|
8,117
|
||||||
Gross margin
|
41,823
|
27,425
|
||||||
|
||||||||
Operating expenses
|
||||||||
Selling, general and administrative
|
33,887
|
21,048
|
||||||
Research and development
|
4,459
|
2,897
|
||||||
Amortization of intangible assets
|
4,477
|
2,253
|
||||||
Total operating expenses
|
42,823
|
26,198
|
||||||
|
||||||||
Income (loss) from operations
|
(1,000
|
)
|
1,227
|
|||||
|
||||||||
Other income (loss)
|
||||||||
Interest expense and other
|
(4,626
|
)
|
(2,010
|
)
|
||||
Total other loss, net
|
(4,626
|
)
|
(2,010
|
)
|
||||
|
||||||||
Loss from operations before income taxes
|
(5,626
|
)
|
(783
|
)
|
||||
Income tax provision
|
(96
|
)
|
(189
|
)
|
||||
Net loss
|
$
|
(5,722
|
)
|
$
|
(972
|
)
|
||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation gain
|
(68
|
)
|
83
|
|||||
Other comprehensive loss
|
$
|
(5,790
|
)
|
$
|
(889
|
)
|
||
|
||||||||
Basic and diluted net loss per share
|
||||||||
Basic
|
$
|
(0.53
|
)
|
$
|
(0.15
|
)
|
||
Diluted
|
$
|
(0.53
|
)
|
$
|
(0.15
|
)
|
||
Weighted average basic and diluted shares
|
||||||||
Basic
|
10,891,000
|
6,533,000
|
||||||
Diluted
|
10,891,000
|
6,533,000
|
|
FOR THE
TWELVE MONTHS ENDED
DECEMBER 31,
|
|||||||
|
2017
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(5,722
|
)
|
$
|
(972
|
)
|
||
Adjustments to reconcile net loss to net cash used in operations:
|
||||||||
Depreciation and amortization
|
6,058
|
3.613
|
||||||
Provision for doubtful accounts
|
495
|
265
|
||||||
Share-based compensation
|
593
|
226
|
||||||
Other
|
-
|
94
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(4,096
|
)
|
(3,401
|
)
|
||||
Inventory
|
(17
|
)
|
297
|
|||||
Prepaid expenses and other assets
|
(1,325
|
)
|
233
|
|||||
Accounts payable
|
(254
|
)
|
(1,104
|
)
|
||||
Accrued expenses and other long-term obligations
|
1,589
|
466
|
||||||
Deferred revenue
|
2,643
|
(1,729
|
)
|
|||||
Net cash used in operating activities
|
(36
|
)
|
(2,012
|
)
|
||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisitions net of cash acquired
|
(45,390
|
)
|
(12,000
|
)
|
||||
Purchases of property and equipment
|
(1,400
|
)
|
(436
|
)
|
||||
Software capitalization costs
|
(1,658
|
)
|
-
|
|||||
Collection of note receivable
|
-
|
223
|
||||||
Restricted cash
|
200
|
-
|
||||||
Net change in funds held for clients
|
(10,244
|
)
|
(6,562
|
)
|
||||
Net cash used in investing activities
|
(58,492
|
)
|
(18,775
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
45,777
|
18,413
|
||||||
Payments on notes payable
|
(8,973
|
)
|
(7,233
|
)
|
||||
Debt financing fees
|
(1,433
|
)
|
(438
|
)
|
||||
Payments on capital leases
|
(131
|
)
|
(197
|
)
|
||||
Net proceeds from issuance of common stock
|
28,002
|
15,192
|
||||||
Net change in client fund obligations
|
10,299
|
6,562
|
||||||
Net cash provided by financing activities
|
73,541
|
32,299
|
||||||
|
||||||||
Effect of foreign exchange rates
|
12
|
97
|
||||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
15,025
|
11,609
|
||||||
Cash and cash equivalents at beginning of period
|
12,767
|
1,158
|
||||||
Cash and cash equivalents at end of period
|
$
|
27,792
|
$
|
12,767
|
||||
|
||||||||
SUPPLEMENTAL INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
3,466
|
$
|
1,415
|
||||
Income taxes
|
23
|
-
|
||||||
Non-cash Investing and Financing Activities:
|
||||||||
Subordinated notes payable –acquisitions
|
9,193
|
6,000
|
||||||
Equity issued in connection with acquisitions
|
22,353
|
-
|
$000s
|
Fiscal 2018
|
||||||||
Net Income (Loss)
|
$
|
(1,500
|
)
|
to
|
$
|
(2,000
|
)
|
||
Interest
|
7,500
|
to
|
8,000
|
||||||
Tax
|
500
|
to
|
1,000
|
||||||
Depreciation and Amortization
|
2,400
|
to
|
2,800
|
||||||
Amortization of Acquisition Related Intangibles
|
6,400
|
to
|
6,800
|
||||||
Stock Compensation
|
700
|
to
|
900
|
||||||
EBITDA
|
16,000
|
to
|
17,500
|
||||||
One-time expenses
|
2,000
|
to
|
2,500
|
||||||
EBITDA excluding one-time expenses
|
$
|
18,000
|
to
|
$
|
20,000
|
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Income (Loss)
|
(1,545
|
)
|
131
|
|||||
Interest
|
1,403
|
543
|
||||||
Tax
|
(272
|
)
|
56
|
|||||
Depreciation
|
337
|
193
|
||||||
Amortization
|
1,379
|
730
|
||||||
Stock Compensation
|
230
|
60
|
||||||
EBITDA
|
1,532
|
1,713
|
||||||
One-time expenses
|
2,074
|
502
|
||||||
Non-GAAP EBITDA excluding one-time expenses
|
3,606
|
2,215
|
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Loss
|
(5,722
|
)
|
(972
|
)
|
||||
Interest
|
4,764
|
1,917
|
||||||
Tax
|
96
|
189
|
||||||
Depreciation
|
1,128
|
935
|
||||||
Amortization
|
4,930
|
2,678
|
||||||
Stock Compensation
|
593
|
226
|
||||||
EBITDA
|
5,789
|
4,973
|
||||||
One-time expenses
|
5,739
|
2,550
|
||||||
Non-GAAP EBITDA excluding one-time expenses
|
11,528
|
7,523
|
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Income (Loss)
|
(1,545
|
)
|
131
|
|||||
Legal & Professional Services
|
951
|
429
|
||||||
Severance, Recruitment & Relocation
|
474
|
-
|
||||||
Other one-time items (net)
|
649
|
73
|
||||||
Sub-total excluding Taxes
|
2,074
|
502
|
||||||
Sub-total one-time expenses
|
2,074
|
502
|
||||||
Non-GAAP Net Income (Loss) excluding one-time expenses
|
529
|
633
|
||||||
Weighted average shares of common stock outstanding
|
12,583
|
7,098
|
||||||
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses
|
$
|
0.04
|
$
|
0.09
|
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Income (Loss)
|
(5,722
|
)
|
(972
|
)
|
||||
Legal & Professional Services
|
3,435
|
1,411
|
||||||
Severance, Recruitment & Relocation
|
1,333
|
809
|
||||||
Other one-time expenses (net)
|
971
|
330
|
||||||
Sub-total excluding Taxes
|
5,739
|
2,550
|
||||||
Sub-total one-time expenses
|
5,739
|
2,550
|
||||||
Non-GAAP Net Income (Loss) excluding one-time expenses
|
17
|
1,578
|
||||||
Weighted average shares of common stock outstanding | 11,092 | 6,619 | ||||||
Non-GAAP Net Income (Loss) per Share, excluding one-time expenses
|
$ | 0.00 | $ | 0.24 |
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Income (Loss)
|
(1,545
|
)
|
131
|
|||||
Amortization expense on acquisition-related intangible assets
|
1,379
|
730
|
||||||
One-time expenses
|
2,074
|
502
|
||||||
Stock compensation
|
230
|
60
|
||||||
Sub-total Non-GAAP Expenses
|
3,683
|
1,292
|
||||||
Non-GAAP Net Income (Loss)
|
2,138
|
1,423
|
||||||
Weighted-average shares of common stock outstanding
|
12,683
|
7,098
|
||||||
Non-GAAP Net Income (Loss) per Share
|
$
|
0.17
|
$
|
0.20
|
$000s
|
December 31,
2017
|
December 31,
2016
|
||||||
Net Income (Loss)
|
(5,722
|
)
|
(972
|
)
|
||||
Amortization expense on acquisition-related intangible assets
|
4,930
|
2,678
|
||||||
One-time expenses
|
5,739
|
2,550
|
||||||
Stock compensation
|
593
|
226
|
||||||
Sub-total Non-GAAP Expenses
|
11,262
|
5,454
|
||||||
Non-GAAP Net Income (Loss)
|
5,540
|
4,482
|
||||||
Weighted-average shares of common stock outstanding
|
11,092
|
6,619
|
||||||
Non-GAAP Net Income (Loss) per Share
|
$
|
0.50
|
$
|
0.68
|