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 6, 2014

 

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)

 

3850 N. Wilke Road

Arlington Heights, Illinois 60004

(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)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On November 6, 2014, Paylocity Holding Corporation (the “Company”) issued a press release announcing financial results for the three month period ended September 30, 2014. 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 6 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 Exchange Act, 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 6, 2014.

 

2



 

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 6, 2014

By:

/s/ Peter J. McGrail

 

 

Peter J. McGrail

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release issued by Paylocity Holding Corporation dated November 6, 2014.

 

4


 

Exhibit 99.1

 

 

Paylocity Announces First Quarter Fiscal Year 2015 Financial Results

 

·                  Q1 2015 Total Revenue of $31.1 million, up 39% year-over-year

·                  Recurring Revenue of $29.5 million, up 40% year-over-year

 

Arlington Heights, IL. — November 6, 2014 — Paylocity Holding Corporation (Nasdaq: PCTY), a cloud-based provider of payroll and human capital management software solutions, today announced financial results for the first quarter of fiscal year 2015, which ended September 30, 2014.

 

“We are off to a very good start in the first quarter with recurring revenue growth of 40%.  We continue to see strong demand for our unified payroll and HCM platform as evidenced by the strong performance of our sales organization in the quarter,” said Steve Beauchamp, President and Chief Executive Officer of Paylocity. “In October, we had the opportunity to share our product roadmap with nearly 600 users at our annual client conference.  We are pleased to report that our increased investments in R&D are already yielding positive results.  Our preview of the mobile and analytics initiatives in our upcoming November release generated significant excitement from the conference attendees.”

 



 

First Quarter 2015 Financial Highlights

 

Revenue:

 

·                  Total revenue was $31.1 million, an increase of 39% from the first quarter of fiscal year 2014.

 

·                  Total recurring revenue was $29.5 million, representing 95% of total revenue and an increase of 40% from the first quarter of fiscal year 2014.

 

Adjusted EBITDA:

 

·                  Adjusted EBITDA, a non-GAAP measure, was $0.4 million compared to Adjusted EBITDA of $1.2 million in the first quarter of fiscal year 2014.

 

Operating Loss:

 

·                  Non-GAAP operating loss was ($1.6) million, compared to non-GAAP operating loss of ($0.3) million in the first quarter of fiscal year 2014.

 

·                  GAAP operating loss was ($4.9) million, compared to an operating loss of ($0.4) million in the first quarter of fiscal year 2014.

 

Net Income (Loss):

 

·                  Non-GAAP net loss was ($1.4) million, compared to non-GAAP net income of $0.1 million for the first quarter of fiscal year 2014. Non-GAAP net loss per share was ($0.03) for the three months ended September 30, 2014, based on 49.6 million diluted weighted average common shares outstanding. On a pro forma basis, assuming conversion of all outstanding preferred shares as of July 1, 2013, non-GAAP net loss per share was $0.00 for the first quarter of fiscal year 2014, based on 43.9 million diluted weighted average common shares outstanding.

 

·                  GAAP net loss was ($4.9) million, compared to a net loss of nil for the first quarter of fiscal year 2014. Net loss per share was ($0.10) for the three months ended September 30, 2014 based on 49.6 million diluted weighted average common shares outstanding. On a pro forma basis assuming conversion of all outstanding preferred shares as of July 1, 2013, net loss per share was nil for the first quarter of fiscal year 2014, based on 43.9 million diluted weighted average common shares outstanding.

 



 

Balance Sheet and Cash Flow:

 

·                  Cash and cash equivalents totaled $72.8 million at the end of the quarter.

 

·                  Cash flow from operations for the first quarter of fiscal year 2015 was ($0.2) million compared to $0.3 million for the first quarter of fiscal year 2014.

 

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 6, 2014, Paylocity is issuing guidance for the second quarter and full fiscal year 2015 as indicated below.

 

Second Quarter 2015:

 

·                  Total revenue is expected to be in the range of $31.3 million to $32.3 million.

·                  Adjusted EBITDA is expected to be a loss in the range of ($2.25) million to ($1.25) million.

·                  Non-GAAP net loss is expected to be in the range of ($4.5) million to ($3.5) million, or ($0.09) to ($0.07) per share, based on 49.6 million basic weighted average common shares outstanding.

 

Fiscal Year 2015:

 

·                  Total revenue is expected to be in the range of $141.0 million to $145.0 million.

·                  Adjusted EBITDA is expected to be in the range of $2.0 million to $4.0 million.

·                  Non-GAAP net loss is expected to be in the range of ($6.5) million to ($4.5) million, or ($0.13) to ($0.09) per share, based on 49.6 million basic weighted average common shares outstanding.

 



 

Conference Call Details

 

Paylocity will host a conference call to discuss its first quarter results at 4:00 p.m. Central Time today (5:00 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 http://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 21430483. A replay of the call will be available and archived via webcast at www.paylocity.com.

 

About Paylocity

 

Paylocity is a provider of cloud-based payroll and human capital management, or HCM, software solutions for medium-sized organizations. Paylocity’s comprehensive and easy-to-use solutions enable its clients to manage their workforces more effectively.  Paylocity’s solutions help drive strategic human capital decision-making and improve employee engagement by enhancing the human resource, payroll and finance capabilities of its clients. For more information, visit www.paylocity.com.

 

Source: Paylocity

 

Non-GAAP Financial Measures

 

The company uses certain non-GAAP financial measures in this release, including Adjusted EBITDA, adjusted gross profit, adjusted recurring gross profit, non-GAAP operating income (loss), non-GAAP net income (loss) and non-GAAP net income (loss) per share. 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, taxes, and depreciation and amortization expense, adjusted to eliminate stock-based compensation expense. Adjusted gross profit and adjusted recurring gross profit are adjusted for stock-based compensation expense and amortization of capitalized research and development costs. Non-GAAP operating income (loss) is adjusted for stock-based compensation expense, non-GAAP net income (loss) and non-GAAP net income (loss) per share are adjusted for stock-based compensation expense and amortization of acquired intangibles. 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, 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, risks related to Paylocity’s ability to attract new clients to enter into subscriptions for its services; Paylocity’s ability to service clients effectively; Paylocity’s ability to expand its sales organization to effectively address new geographies; Paylocity’s ability to continue to expand its referral network of third parties; Paylocity’s ability to accurately forecast revenue and appropriately plan its expenses; Paylocity’s ability to forecast its tax position, including but not limited to the assessment of the need for a valuation allowance against its deferred tax position; 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; unexpected events in the market for Paylocity’s solutions; future regulatory, judicial and legislative changes in its industry; changes in the competitive environment in Paylocity’s industry and the market in which it operates; 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 22, 2014.  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 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 share and per share data)

 

 

 

June 30,

 

September 30,

 

 

 

2014

 

2014

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

78,848

 

$

72,843

 

Accounts receivable, net

 

756

 

799

 

Prepaid expenses and other

 

2,694

 

3,072

 

Deferred income tax assets, net

 

706

 

706

 

 

 

 

 

 

 

Total current assets before funds held for clients

 

83,004

 

77,420

 

Funds held for clients

 

417,261

 

432,225

 

 

 

 

 

 

 

Total current assets

 

500,265

 

509,645

 

 

 

 

 

 

 

Long-term prepaid expenses

 

313

 

303

 

Capitalized software, net

 

5,093

 

5,574

 

Property and equipment, net

 

13,125

 

14,038

 

Intangible assets, net

 

6,320

 

6,130

 

Goodwill

 

3,035

 

3,035

 

 

 

 

 

 

 

Total assets

 

$

528,151

 

$

538,725

 

 

 

 

 

 

 

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,133

 

$

1,520

 

Taxes payable

 

5

 

10

 

Consideration related to acquisition

 

2,985

 

600

 

Accrued expenses

 

10,744

 

10,777

 

 

 

 

 

 

 

Total current liabilities before client fund obligations

 

15,867

 

12,907

 

Client fund obligations

 

417,261

 

432,225

 

 

 

 

 

 

 

Total current liabilities

 

433,128

 

445,132

 

Deferred rent

 

3,175

 

3,089

 

Deferred income tax liabilities, net

 

714

 

734

 

 

 

 

 

 

 

Total liabilities

 

$

437,017

 

$

448,955

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000 authorized, no shares issued and outstanding at June 30, 2014 and September 30, 2014

 

 

 

Common stock, $0.001 par value, 155,000 shares authorized at June 30, and September 30, 2014, 49,564 shares issued and outstanding at June 30, 2014; and 49,577 shares issued and outstanding at September 30, 2014

 

50

 

50

 

Additional paid-in capital

 

125,255

 

128,766

 

Accumulated deficit

 

(34,171

)

(39,046

)

Total stockholders’ equity

 

$

91,134

 

$

89,770

 

Total liabilities and stockholders’ equity

 

$

528,151

 

$

538,725

 

 



 

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

 

 

 

Three months ended
September 30,

 

 

 

2013

 

2014

 

Revenues:

 

 

 

 

 

Recurring fees

 

$

20,738

 

$

29,142

 

Interest income on funds held for clients

 

353

 

363

 

Total recurring revenues

 

21,091

 

29,505

 

Implementation services and other

 

1,278

 

1,604

 

Total revenues

 

22,369

 

31,109

 

Cost of revenues:

 

 

 

 

 

Recurring revenues

 

7,993

 

10,057

 

Implementation services and other

 

3,754

 

5,395

 

Total cost of revenues

 

11,747

 

15,452

 

Gross profit

 

10,622

 

15,657

 

Operating expenses:

 

 

 

 

 

Sales and marketing

 

5,189

 

9,078

 

Research and development

 

1,956

 

4,027

 

General and administrative

 

3,911

 

7,448

 

Total operating expenses

 

11,056

 

20,553

 

Operating loss

 

(434

)

(4,896

)

Other income (expense)

 

28

 

49

 

Loss before income taxes

 

(406

)

(4,847

)

Income tax (benefit) expense

 

(362

)

28

 

Net loss

 

$

(44

)

$

(4,875

)

Net loss attributable to common stockholders

 

$

(825

)

$

(4,875

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.03

)

$

(0.10

)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

31,988

 

49,566

 

 

Stock-based compensation expense for each of the three months ended September 30 are included in the above line items:

 

 

 

Three months ended
September 30,

 

 

 

2013

 

2014

 

Cost of revenue – recurring

 

$

 

$

348

 

Cost of revenue – implementation services and other

 

 

291

 

Sales and marketing

 

 

884

 

Research and development

 

 

535

 

General and administrative

 

181

 

1,225

 

Total stock-based compensation expense

 

$

181

 

$

3,283

 

 



 

PAYLOCITY HOLDING CORPORATION

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended
September 30,

 

 

 

2013

 

2014

 

Cash flows provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(44

)

$

(4,875

)

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

Stock-based compensation

 

181

 

3,283

 

Depreciation and amortization

 

1,391

 

1,931

 

Deferred income tax (benefit) expense

 

(361

)

20

 

Provision for doubtful accounts

 

15

 

42

 

Loss on disposal of equipment

 

 

30

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(94

)

(85

)

Prepaid expenses

 

(695

)

(368

)

Trade accounts payable

 

172

 

(245

)

Accrued expenses

 

(267

)

67

 

Net cash provided by (used in) operating activities

 

298

 

(200

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capitalized internally developed software costs

 

(1,024

)

(912

)

Purchases of property and equipment

 

(1,412

)

(2,499

)

Payments for acquisition

 

 

(2,385

)

Net change in funds held for clients

 

64,346

 

(14,964

)

Net cash provided by (used in) investing activities

 

61,910

 

(20,760

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net change in client funds obligation

 

(64,346

)

14,964

 

Payments on initial public offering costs

 

 

(75

)

Proceeds from exercise of stock options

 

 

66

 

Principal payments on long-term debt

 

(157

)

 

Net cash (used in) provided by financing activities

 

(64,503

)

14,955

 

Net Change in Cash and Cash Equivalents

 

(2,295

)

(6,005

)

Cash and Cash Equivalents—Beginning of Year

 

7,594

 

78,848

 

Cash and Cash Equivalents—End of Year

 

$

5,299

 

$

72,843

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities

 

 

 

 

 

Purchase of property and equipment, accrued but not paid

 

$

70

 

$

488

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Cash paid for income taxes

 

$

195

 

$

2

 

Cash paid for interest

 

$

25

 

 

 


 


 

Paylocity Holding Corporation

Reconciliation of GAAP to non-GAAP Financial Measures

(In thousands except per share data)

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Reconciliation from gross profit to adjusted gross profit:

 

 

 

 

 

Gross profit

 

$

10,622

 

$

15,657

 

Amortization of capitalized research and development costs

 

605

 

593

 

Stock-based compensation expense

 

 

639

 

Adjusted gross profit

 

$

11,227

 

$

16,889

 

 

 

 

 

 

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Reconciliation from total recurring revenues to adjusted recurring gross profit:

 

 

 

 

 

Total recurring revenues

 

$

21,091

 

$

29,505

 

Cost of recurring revenues

 

7,993

 

10,057

 

Recurring gross profit

 

13,098

 

19,448

 

Amortization of capitalized research and development costs

 

605

 

593

 

Stock-based compensation expense

 

 

348

 

Adjusted recurring gross profit

 

$

13,703

 

$

20,389

 

 

 

 

 

 

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Reconciliation from net loss to Adjusted EBITDA:

 

 

 

 

 

Net loss

 

$

(44

)

$

(4,875

)

Interest expense

 

22

 

 

Income tax expense (benefit)

 

(362

)

28

 

Depreciation and amortization

 

1,391

 

1,931

 

EBITDA

 

1,007

 

(2,916

)

Stock-based compensation expense

 

181

 

3,283

 

Adjusted EBITDA

 

$

1,188

 

$

367

 

 

 

 

 

 

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Reconciliation from operating loss to non-GAAP operating loss:

 

 

 

 

 

Operating loss

 

$

(434

)

$

(4,896

)

Stock-based compensation expense

 

181

 

3,283

 

Non-GAAP operating loss

 

$

(253

)

$

(1,613

)

 

 

 

 

 

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Reconciliation from net loss to non-GAAP net income (loss):

 

 

 

 

 

Net loss

 

$

(44

)

$

(4,875

)

Stock-based compensation expense, net of tax implications

 

110

 

3,283

 

Amortization of acquired intangibles

 

 

190

 

Non-GAAP net income (loss)

 

$

66

 

$

(1,402

)

 

 

 

 

 

 

 

 

Three months
Ended
September 30,

 

 

 

2013

 

2014

 

Calculation of non-GAAP net income (loss) per share:

 

 

 

 

 

Non-GAAP net income (loss)

 

$

66

 

$

(1,402

)

Pro forma weighted average number of shares of common stock

 

43,921

 

49,566

 

Non-GAAP net income (loss) per share

 

$

0.00

 

$

(0.03

)