22:38:09 EDT Fri 10 May 2024
Enter Symbol
or Name
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OneSoft Solutions Inc
Symbol OSS
Shares Issued 15,194,458
Close 2015-01-29 C$ 0.085
Market Cap C$ 1,291,529
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OneSoft Solutions loses $461,249 in fiscal Q3 2015

2015-01-29 20:13 ET - News Release

Mr. Douglas Thomson reports

ONESOFT SOLUTIONS INC. REPORTS FINANCIAL RESULTS FOR THREE AND NINE MONTHS ENDED NOVEMBER 30, 2014

OneSoft Solutions Inc. (OSS) has released its financial results for the three and nine months ended Nov. 30, 2014.

Financial results are summarized in the accompanying table.

                              Three months                 Nine months
                             ended Nov. 30,              ended Nov. 30,
                        2014          2013          2014          2013
Continuing
operations
Revenue          $    43,600   $    20,956   $    87,497   $    47,990
Net (loss)          (334,566)     (629,416)   (1,553,785)   (1,527,647)
Discontinued
operations
Net (loss)
income              (126,683)      245,263    10,312,407       637,670
Consolidated
net income
(loss)              (461,249)     (384,153)    8,758,622      (889,977)
Continuing
operations --
(loss) per
share                  (0.02)        (0.05)        (0.11)        (0.10)
Discontinued
operations --
income per
share                  (0.01)         0.02          0.72          0.04
Consolidated
income per
share                  (0.03)        (0.03)         0.61         (0.06)

Material change in current fiscal year

On July 28, 2014, Serenic Corp. sold its three wholly owned operating subsidiaries, Serenic Software Inc., Serenic Canada Inc. and Serenic Software (EMEA) Ltd., to Sylogist Ltd. of Calgary, Alta. The total purchase price paid by Sylogist, less the estimated net liabilities assumed by Sylogist and a cash holdback, yielded cash of $7,911,471 to Serenic. After the subsequent and related transactions were complete (including dividends paid to shareholders, as detailed later in this report), the company had approximately $2.1-million cash on hand. It will be used to finance the continuing operations of the company, including further development of the company's cloud technology business strategies, and for payment of estimated income tax expenses.

Following the sale transaction, the name of Serenic Corp. was changed to OneSoft Solutions Inc. OneSoft has retained the technology, assets, intellectual property (IP) and personnel associated with the cloud-associated business operations, and will continue to advance the cloud business on a go-forward basis through two new wholly owned subsidiary companies: Canada-based Cloudco Solutions Inc. and United States-based OneCloudCo Ltd. (collectively, the Cloudcos). The Serenic operating companies that were sold to Sylogist have granted a royalty-bearing original equipment manufacturer (OEM) licence involving certain of the subsidiaries' products (principally, Serenic Navigator) to the Cloudcos, which intend to rebrand and market cloud solutions to new customer segments that the subsidiaries have not historically pursued, on a non-competitive basis with the subsidiaries.

Quarter ended Nov. 30, 2014 (the third quarter) -- highlights

In regard to the sale of the company's Serenic subsidiaries reported last quarter, the finalization of the subsidiaries' net working capital deficiency as at the closing date of the sale was scheduled to be completed on or about Nov. 7, 2014. This was expected to have resulted in the release of the holdback of $240,000 as well as the reimbursement of approximately $289,000 in working capital adjustments, pursuant to the terms of the share purchase agreement. Both the company and the purchaser have presented their calculations of the working capital deficiency to each other; however, due to material differences, the parties have not yet been able to resolve their differences. Discussions are continuing to resolve this issue. In the event that a satisfactory outcome is not reached shortly, the company intends to take any actions necessary to collect the funds it believes is owed to it.

During the quarter ended Nov. 30, 2014, management focused on the pursuit of its strategies to significantly increase revenues through organic growth, collaborative joint marketing arrangements, and the investigation of potential merger and acquisition scenarios. With reference to organic growth, the company continued to refine its marketing initiatives, website and tools by engaging several third party companies to assist with lead generation, sales and services. Several potential joint marketing arrangements that involve companies with large client bases were investigated, with the expectation that some of these scenarios may begin to materialize in the next quarter. From a technical perspective, the company's development teams focused on transitioning the current fundraising and financial software applications to the newest versions of Dynamics NAV 2015 and CRM 2015, released by Microsoft in October, 2014. This included the porting of the company's solutions to tablet and mobile devices, which will enable users to access the solutions on any Internet-capable device. The company's objective is to achieve a ready state for a high-volume sales scenario, in accordance with Microsoft's cloud strategies to address volume SMB target markets.

During the quarter, the company paid the previously declared dividend of 19 cents per share, totalling $2,886,947, that it had announced during the second quarter.

Management has continued to refine and analyze appropriate go-forward strategies and alternatives regarding financial and business plans for the company. This includes corporate development considerations to determine the most viable alternative of providing maximum value to shareholders on a go-forward basis. Alternatives to be further investigated include seeking potential joint venture relationships with business processing organizations that already serve the NFP markets; other Dynamics NAV potential opportunities; and selected non-NAV-associated potential opportunities that could benefit by transitioning to Microsoft's cloud platform. The company's key objective is to capitalize upon its products, technological know-how and intellectual property to create and maximize value for its shareholders.

Outlook

To better understand management's view of the future opportunity for company shareholders, the company believes it helpful to review the factors over its history that contributed to create the opportunity that OneSoft now has. Readers of the second quarter 2015 report will note that the outlook that follows is essentially unchanged from the second quarter report, as management's strategy and beliefs have not changed.

Shortly after learning of Microsoft's intention to acquire the Navision group of global operations in 2002, the founders of OneSoft's predecessor organization decided to take the then-private company public in order to set up an appropriate corporate structure to provide growth capital for the then-unknown but anticipated growth opportunity that was expected to occur for vendors within the Microsoft ERP (enterprise resource planning) global ecosystem. After becoming a public company in 2002, OneSoft's predecessor company acquired Serenic Software Inc. in 2004, to: (i) acquire a U.S. presence and management; and (ii) catapult the existing revenue base, which was less than $1-million at the time. That acquisition was financed solely by the issuance of new shares, and consolidated revenues increased from less than $1-million annually to approximately $3.5-million annually as a result of the Serenic acquisition. Serenic then embarked upon an organic growth path, wherein revenues increased organically from approximately $3.5-million to $12-million between 2004 and 2013, which was financed primarily using cash generated from operations. During the entire Serenic history, only two financings were conducted to provide additional working capital -- a $500,000 private placement in 2004 and a $1.6-million private placement in 2007.

Serenic began investing in Microsoft's cloud strategy in 2011, as management believed that the impending transition to cloud products, in alignment with Microsoft's vision, would likely occur during the next few years. Since then, Serenic invested in excess of $3-million in the development of its own cloud products and strategies, which fully align with Microsoft's vision and strategies. While this investment directly affected Serenic's EBITDA (earnings before interest, taxes, depreciation and amortization) negatively during this time, management believes the investment was highly valuable to OneSoft's go-forward business plans.

The sale transaction allowed management: (i) to reset the company to pursue the next-generation cloud business model; and (ii) to allow many shareholders to monetize a significant portion of their investment in the company, while still retaining the opportunity to capitalize on the next phase of its business growth and future potential success. Management believes that the embracement of the Microsoft cloud strategy positions the company for unprecedented growth if pursuit of Microsoft's cloud business model is continued and if the business model and execution prove to be successful.

With cash of approximately $1.5-million to finance go-forward operations, OneSoft will be managed as an entrepreneurial start-up, and it expects to retain only minimal personnel in the initial stages of company development. Management's intent is to focus on corporate development initiatives and to seek and engage various third party organizations that provide accounting services to NFPs and thus already address and cater to the company's target markets. The company's objective is to increase revenues and market presence using highly scalable, leveraged growth that will be assisted by conducting joint marketing and sales activities with third parties, rather than solely expend resources to build a client base one customer at a time. In short, the plan is to collaborate with partners for mutual benefit by offering OneSoft's new technology and products to established client groups.

As with most entrepreneurial leading-edge initiatives, OneSoft's cloud project is not without risks. Technological change often occurs at a rate that exceeds the pace at which customers are willing to adopt and pay for better ways to address their requirements. Thus, the benefits of cloud versus legacy solutions may be slow to be realized. Regardless, management believes that despite a potentially slow adoption rate of cloud computing by many potential customers, the eventual move to Microsoft's cloud strategy is probable and inevitable. The associated risk herein is that general market acceptance of new cloud products may take a long time to occur, which would result in OneSoft having to remain being financed by investors until revenues can support operations and finance growth to make OneSoft an economically viable company. Also, although management's revenue and profit forecasts in the longer term appear to be both high and achievable, the company will likely require additional capital to attain the revenue objectives. Future financing initiatives are inherently risky, as they may be highly dilutive or may create other scenarios that may be disadvantageous to current shareholders.

OneSoft's board of directors and management intend to continue to evolve these strategies while they conduct continuing research and investigation over the next two quarters. The focus will be on scaling operations and opportunities by accelerating and leveraging the cloud business strategies and by managing risk factors, with the overriding objective of delivering maximum value to shareholders. Management believes that the company has sufficient cash to operate as envisioned, on a negative EBITDA basis, for approximately three quarters. Announcements outlining future strategies can be anticipated during the next few quarters as more information is obtained, analyzed and actioned.

We seek Safe Harbor.

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