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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2021

 

PAYLOCITY HOLDING CORPORATION

(Exact name of registrant as specified in charter)

 

Delaware   001-36348   46-4066644
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (I.R.S. Employer Identification
Number)

 

1400 American Lane

Schaumburg, Illinois, 60173

(Address of principal executive offices, including zip code)

 

(847) 463-3200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   PCTY   The NASDAQ Global Select Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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. ¨

  

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 4, 2021, Paylocity Holding Corporation (the “Company”) issued a press release announcing financial results for the three month period ended September 30, 2021. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

The press release issued November 4, 2021 is furnished herewith as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release issued by Paylocity Holding Corporation dated November 4, 2021.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release issued by Paylocity Holding Corporation dated November 4, 2021.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    PAYLOCITY HOLDING CORPORATION
     
     
Date: November 4, 2021 By: /s/ Toby J. Williams
    Toby J. Williams
    Chief Financial Officer

 

 

 

Exhibit 99.1 

 

 

press release

 

Paylocity Announces First Quarter Fiscal Year 2022 Financial Results

 

         Q1 2022 Recurring & Other Revenue of $180.8 million, up 34% year-over-year

         Q1 2022 Total Revenue of $181.7 million, up 34% year-over-year

 

SCHAUMBURG, IL. – November 4, 2021 – Paylocity Holding Corporation (Nasdaq: PCTY), a leading provider of cloud-based HR and payroll software solutions, today announced financial results for the first quarter of fiscal year 2022, which ended September 30, 2021.

 

“We are off to a very strong start in fiscal 2022 with recurring and total revenue up 34% versus Q1 of last fiscal. Our value proposition of providing the most modern platform in the industry is resonating with clients and prospects of all sizes. During the quarter we also completed the acquisition of Blue Marble, a leading global payroll provider, to further support companies in managing and paying their employees outside the U.S.  In October we also held our virtual Elevate Client Conference where we hosted a record number of attendees and highlighted numerous enhancements across our product suite,” said Steve Beauchamp, Chief Executive Officer of Paylocity.

 

First Quarter Fiscal 2022 Financial Highlights

 

Revenue:

 

·Total revenue was $181.7 million, an increase of 34% from the first quarter of fiscal year 2021.
   
·Recurring & other revenue was $180.8 million, an increase of 34% from the first quarter of fiscal year 2021.

 

Operating Income:

 

·GAAP operating income was $10.3 million and Non-GAAP operating income was $36.2 million in the first quarter of fiscal year 2022.

 

Net Income:

 

·GAAP net income was $30.9 million or $0.55 per share for the three months ended September 30, 2021 based on 56.5 million diluted weighted average common shares outstanding.

 

Adjusted EBITDA:

 

·Adjusted EBITDA, a non-GAAP measure, was $46.1 million in the first quarter of fiscal year 2022.

 

 

 

Balance Sheet and Cash Flow:

 

·Cash, cash equivalents and invested corporate cash totaled $69.6 million as of the end of the quarter.

 

·Cash flow from operations for the first quarter of fiscal year 2022 was ($4.1) million compared to ($1.6) million for the first quarter of fiscal year 2021.

 

A reconciliation of GAAP to non-GAAP financial measures has been provided in this press release, including the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

 

Business Outlook

 

Based on information available as of November 4, 2021, Paylocity is issuing guidance for the second quarter and full fiscal year 2022 as indicated below.

 

Second Quarter 2022:

 

·Total revenue is expected to be in the range of $185.5 million to $189.5 million, which represents approximately 27% - 30% growth over fiscal 2021 second quarter revenue.
   
·Adjusted EBITDA, a non-GAAP measure, is expected to be in the range of $39.0 million to $42.0 million.

 

Fiscal Year 2022:

 

·Total revenue is expected to be in the range of $815.0 million to $820.0 million, which represents approximately 29% growth over fiscal year 2021 revenue.
   
·Adjusted EBITDA, a non-GAAP measure, is expected to be in the range of $216.0 million to $220.0 million.

 

We are unable to reconcile forward-looking non-GAAP Adjusted EBITDA to its directly comparable GAAP financial measure because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.

 

Conference Call Details

 

Paylocity will host a conference call to discuss its first quarter fiscal year 2022 results at 4:30 p.m. Central Time today (5:30 Eastern Time). A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company's Investor Relations Web site at www.paylocity.com. Participants who choose to call in to the conference call can do so by dialing (855) 226-3021 or (315) 625-6892, passcode 9393553. A replay of the call will be available and archived via webcast at www.paylocity.com.

 

 

 

About Paylocity

 

Paylocity is a leading provider of cloud-based HR and payroll software solutions headquartered in Schaumburg, IL. Founded in 1997 and publicly traded since 2014, Paylocity offers an intuitive, easy-to-use product suite that helps businesses tackle today’s challenges while moving them toward the promise of tomorrow. Known for its unique culture and consistently recognized as one of the best places to work, Paylocity accompanies its clients on the journey to create great workplaces and help people achieve their best through automation, data-driven insights, and engagement. For more information, visit www.paylocity.com.

 

Non-GAAP Financial Measures

 

The company uses certain non-GAAP financial measures in this release, including Adjusted EBITDA, adjusted gross profit, non-GAAP operating income, non-GAAP net income, non-GAAP net income per share, non-GAAP sales and marketing, non-GAAP total research and development and non-GAAP general and administrative and free cash flow. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization expense, adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and other items as described later in this release. Adjusted gross profit is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and amortization of capitalized internal-use software costs. Non-GAAP operating income is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release. Non-GAAP sales and marketing expense is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises. Non-GAAP general and administrative expense is adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release. Non-GAAP net income and non-GAAP net income per share are adjusted to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, the amortization of acquired intangibles and other items as described later in this release, including the income tax effect on these items, the valuation allowance release, excess tax benefit related to employee stock-based compensation payments and the impact of tax reform. Non-GAAP total research and development is adjusted for capitalized internal-use software costs and to eliminate stock-based compensation expense and employer payroll taxes related to stock releases and option exercises and acquisition-related costs. Free cash flow is defined as net cash provided by operating activities less capitalized internal-use software costs, purchase of property and equipment and lease allowances used for tenant improvements. Please note that other companies may define their non-GAAP financial measures differently than we do. Management presents certain non-GAAP financial measures in this release because it considers them to be important supplemental measures of performance. Management uses these non-GAAP financial measures for planning purposes, including analysis of the company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. Management also intends to provide these non-GAAP financial measures as part of the company’s future earnings discussions and, therefore, the inclusion of the non-GAAP financial measures should provide consistency in the company’s financial reporting. Non-GAAP financial measures have limitations as an analytical tool. Investors are encouraged to review the reconciliation of the non-GAAP measures to their most directly comparable GAAP measures provided in this release.

 

 

 

Safe Harbor/Forward Looking Statements

 

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding Paylocity’s future operations, ability to scale its business, future financial position and performance, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “seek” and similar expressions (or the negative of these terms) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about management's estimates regarding future revenues and financial performance and other statements about management’s beliefs, intentions or goals. Paylocity may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on Paylocity’s forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to the possibility that the anticipated synergies of the unified solution through Paylocity’s acquisition of Blue Marble may not be achieved after closing; general economic conditions in regions in which Paylocity and Blue Marble Payroll do business, including the ongoing impact of the novel coronavirus disease (“COVID-19”) on the U.S. and the global economy, including reductions in interest rates, business disruptions, reductions in employment and an increase in business failures that have occurred or may occur in the future; the continuing impact of COVID-19 on Paylocity’s employees and clients and Paylocity’s ability to provide services to its clients and respond to their needs; Paylocity’s ability to retain existing clients and to attract new clients to enter into subscriptions for its services; Paylocity’s ability to sell new products and retain subscriptions for its existing products to its new and existing clients; the challenges associated with a growing company’s ability to effectively service clients in a dynamic and competitive market; challenges associated with expanding and evolving a sales organization to effectively address new geographies and products and services; Paylocity’s reliance on and ability to expand its referral network of third parties; difficulties associated with accurately forecasting revenue and appropriately planning expenses; challenges with managing growth effectively; difficulties in forecasting Paylocity’s tax position; risks related to regulatory, legislative and judicial uncertainty in Paylocity’s markets; continued acceptance of SaaS as an effective method for delivery of payroll and HCM solutions; Paylocity’s ability to protect and defend its intellectual property; the risk that Paylocity’s security measures are compromised or the unauthorized access to customer data; unexpected events in the market for Paylocity’s solutions; changes in the competitive environment in Paylocity’s industry and the markets in which it operates; adverse changes in general economic or market conditions; changes in the employment rates of Paylocity’s clients and the resultant impact on revenue; the possibility that Paylocity or Blue Marble Payroll may be adversely affected by other economic, business, and/or competitive factors; and other risks and potential factors that could affect Paylocity’s business and financial results identified in Paylocity’s filings with the Securities and Exchange Commission (the “SEC”), including its 10-K filed with the SEC on August 6, 2021. Additional information will also be set forth in Paylocity’s future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Paylocity makes with the SEC. These forward-looking statements represent Paylocity’s expectations as of the date of this press release. Subsequent events, including events relating to the COVID-19 pandemic and its severity, duration and ultimate impact, may cause these expectations to change, and Paylocity disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

 

 

 

 

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Balance Sheets

(in thousands, except per share data)

         
   June 30,   September 30, 
   2021   2021 
Assets          
Current assets:          
Cash and cash equivalents  $202,287   $66,431 
Corporate investments   4,456    3,151 
Accounts receivable, net   6,267    8,094 
Deferred contract costs   44,230    46,928 
Prepaid expenses and other   15,966    21,903 
Total current assets before funds held for clients   273,206    146,507 
Funds held for clients   1,759,677    3,185,520 
Total current assets   2,032,883    3,332,027 
Capitalized internal-use software, net   45,018    48,719 
Property and equipment, net   59,835    62,265 
Operating lease right-of-use assets   43,984    44,249 
Intangible assets, net   13,027    37,175 
Goodwill   33,650    68,022 
Long-term deferred contract costs   170,663    179,079 
Long-term prepaid expenses and other   4,223    7,399 
Deferred income tax assets   11,602    32,602 
Total assets  $2,414,885   $3,811,537 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $4,230   $6,910 
Accrued expenses   103,109    81,017 
Total current liabilities before client fund obligations   107,339    87,927 
Client fund obligations   1,759,677    3,185,520 
Total current liabilities   1,867,016    3,273,447 
Long-term operating lease liabilities   67,201    66,684 
Other long-term liabilities   1,958    1,905 
Deferred income tax liabilities   1,780    1,928 
Total liabilities  $1,937,955   $3,343,964 
Stockholders’ equity:          
Preferred stock, $0.001 par value, 5,000 authorized, no shares issued and outstanding at June 30, 2021 and September 30, 2021  $   $ 
Common stock, $0.001 par value, 155,000 shares authorized at June 30, 2021 and September 30, 2021; 54,594 shares issued and outstanding at June 30, 2021 and 55,019 shares issued and outstanding at September 30, 2021   55    55 
Additional paid-in capital   241,718    201,504 
Retained earnings   235,091    266,023 
Accumulated other comprehensive income (loss)   66    (9)
Total stockholders' equity  $476,930   $467,573 
Total liabilities and stockholders’ equity  $2,414,885   $3,811,537 

 

 

 

 

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share data)

         
   Three Months Ended September 30, 
   2020   2021 
Revenues:          
Recurring and other revenue  $134,875   $180,824 
Interest income on funds held for clients   919    873 
Total revenues   135,794    181,697 
Cost of revenues   49,380    63,249 
Gross profit   86,414    118,448 
Operating expenses:          
Sales and marketing   37,674    49,885 
Research and development   18,647    23,076 
General and administrative   26,644    35,235 
Total operating expenses   82,965    108,196 
Operating income   3,449    10,252 
Other expense   (257)   (117)
Income before income taxes   3,192    10,135 
Income tax benefit   (9,268)   (20,797)
Net income  $12,460   $30,932 
Other comprehensive loss, net of tax   (223)   (75)
Comprehensive income  $12,237   $30,857 
           
Net income per share:          
Basic  $0.23   $0.56 
Diluted  $0.22   $0.55 
           
Weighted-average shares used in computing net income per share:          
Basic   54,015    54,810 
Diluted   56,050    56,506 

 

Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises for each of the three months ended September 30 are included in the above line items:

   Three Months Ended 
September 30,
 
   2020   2021 
Cost of revenues  $2,403   $3,527 
Sales and marketing   4,348    6,020 
Research and development   2,851    4,774 
General and administrative   7,135    9,435 
Total stock-based compensation expense and employer payroll taxes related to stock releases and option exercises  $16,737   $23,756 

 

 

 

 

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Cash Flows

(in thousands)

         
   Three Months Ended 
   September 30, 
   2020   2021 
Cash flows from operating activities:          
Net income  $12,460   $30,932 
Adjustments to reconcile net income to net cash used in operating activities:          
Stock-based compensation expense   14,277    19,559 
Depreciation and amortization expense   10,235    11,322 
Deferred income tax benefit   (9,268)   (20,827)
Provision for credit losses   56    38 
Net accretion of discounts and amortization of premiums on available-for-sale securities   133    90 
Amortization of debt issuance costs   37    44 
Other   31    27 
Changes in operating assets and liabilities:          
Accounts receivable   195    (173)
Deferred contract costs   (10,409)   (11,114)
Prepaid expenses and other   (2,144)   (9,807)
Accounts payable   1,611    1,567 
Accrued expenses and other   (18,781)   (25,790)
Net cash used in operating activities   (1,567)   (4,132)
Cash flows from investing activities:          
Purchases of available-for-sale securities       (135,849)
Proceeds from sales and maturities of available-for-sale securities   37,493    9,648 
Capitalized internal-use software costs   (7,884)   (9,159)
Purchases of property and equipment   (2,045)   (3,220)
Acquisition of business, net of cash acquired       (59,581)
Net cash provided by (used in) investing activities   27,564    (198,161)
Cash flows from financing activities:          
Net change in client fund obligations   51,671    1,425,782 
Taxes paid related to net share settlement of equity awards   (33,402)   (60,809)
Payment of debt issuance costs   (9)   (9)
Net cash provided by financing activities   18,260    1,364,964 
Net change in cash, cash equivalents and funds held for clients' cash and cash equivalents   44,257    1,162,671 
Cash, cash equivalents and funds held for clients' cash and cash equivalents—beginning of period   1,492,133    1,945,881 
Cash, cash equivalents and funds held for clients' cash and cash equivalents—end of period  $1,536,390   $3,108,552 
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
Purchases of property and equipment and internal-use software, accrued but not paid  $1,479   $3,079 
Liabilities assumed for acquisition  $   $2,165 
Supplemental Disclosure of Cash Flow Information          
Cash paid for interest  $311   $63 
Cash paid (refunds received) for income taxes  $(119)  $13 
Reconciliation of cash, cash equivalents and funds held for clients' cash and cash equivalents to the Consolidated Balance Sheets          
Cash and cash equivalents  $221,514   $66,431 
Funds held for clients' cash and cash equivalents   1,314,876    3,042,121 
Total cash, cash equivalents and funds held for clients' cash and cash equivalents  $1,536,390   $3,108,552 

 

 

 

 

 

Paylocity Holding Corporation

Reconciliation of GAAP to non-GAAP Financial Measures

(In thousands except per share data) 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation from Gross profit to Adjusted gross profit:          
Gross profit  $86,414   $118,448 
Amortization of capitalized internal-use software costs   5,386    6,128 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   2,403    3,527 
Other items (1)   -    12 
Adjusted gross profit  $94,203   $128,115 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation from Operating income to Non-GAAP operating income:          
Operating income  $3,449   $10,252 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   16,737    23,756 
Amortization of acquired intangibles   844    1,352 
Other items (2)   360    803 
Non-GAAP operating income  $21,390   $36,163 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation from Net income to Non-GAAP net income:          
Net income  $12,460   $30,932 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   16,737    23,756 
Amortization of acquired intangibles   844    1,352 
Other items (2)   360    803 
Income tax effect on adjustments (3)   (9,200)   (23,688)
Non-GAAP net income  $21,201   $33,155 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Calculation of Non-GAAP net income per share:        
Non-GAAP net income  $21,201   $33,155 
Diluted weighted-average number of common shares   56,050    56,506 
Non-GAAP net income per share  $0.38   $0.59 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation from Net income to Adjusted EBITDA:          
Net income  $12,460   $30,932 
Interest expense   340    108 
Income tax benefit   (9,268)   (20,797)
Depreciation and amortization expense   10,235    11,322 
EBITDA   13,767    21,565 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   16,737    23,756 
Other items (2)   360    803 
Adjusted EBITDA  $30,864   $46,124 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation of Non-GAAP Sales and Marketing:        
Sales and marketing  $37,674   $49,885 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   4,348    6,020 
Other items (1)   -    26 
Non-GAAP sales and marketing  $33,326   $43,839 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation of Non-GAAP total Research and Development:        
Research and development  $18,647   $23,076 
Capitalized internal-use software costs   7,884    9,159 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   2,851    4,774 
Other items (1)   155    143 
Non-GAAP total research and development  $23,525   $27,318 

 

   Three Months Ended 
   September 30, 
   2020   2021 
Reconciliation of Non-GAAP General and Administrative:        
General and administrative  $26,644   $35,235 
Stock-based compensation expense and employer payroll taxes related to stock releases and option exercises   7,135    9,435 
Amortization of acquired intangibles   844    1,352 
Other items (2)   205    622 
Non-GAAP general and administrative  $18,460   $23,826 

 

(1)  Represents certain nonrecurring acquisition-related costs.

 

(2)  Represents nonrecurring costs including acquisition-related and lease exit costs.

 

(3)  Includes the income tax effect on non-GAAP net income adjustments related to stock-based compensation expense and employer payroll taxes related to stock releases and option exercises, amortization of acquired intangibles and other items, which include acquisition-related and lease exit costs.