OneSoft Solutions Inc.
TSX VENTURE : OSS
OTCQB : OSSIF

OneSoft Solutions Inc.

July 27, 2017 06:00 ET

OneSoft Solutions Inc. Provides Business Update and Reports Financial Results for the Three Months Ended May 31, 2017 and Grant of Stock Options

EDMONTON, ALBERTA--(Marketwired - July 27, 2017) - OneSoft Solutions Inc. (the "Company" or "OSS") (TSX VENTURE:OSS)(OTCQB:OSSIF), a North American developer of cloud-based business solutions announces its financial results for the three months ended May 31, 2017.

Financial results are summarized as follows:

(In $,000)'s, per share in $ Three months ended May 31,
2017 2016 Increase /
(Decrease)
$ $ %
Revenue 223 103 117.5
Operating expenses net of cost capitalization 721 293 146.1
Other income (expense) 14 (197 ) (107.2 )
Comprehensive net loss (501 ) (404 ) 23.8
Weighted average common shares outstanding - basic and fully diluted (OOO)'s 81,876 62,543
Comprehensive loss per share (0.01 ) (0.01 ) -
May 31, 2017 May 31, 2016 Increase /
(Decrease)
$ $ %
Cash 1,469 806 82.2
Current assets 1,677 1,067 57.2
Total assets 3,322 2,199 51.1
Total liabilities 696 826 (15.7 )

Q1 FISCAL 2018 OPERATIONAL HIGHLIGHTS

Our Cognitive Integrity Management ("CIM") and HoloLens solutions were demonstrated at the annual Pipeline Pigging and Integrity Management ("PPIM") tradeshow held in Houston, Texas between February 27 and March 3, 2017. On March 29, 2017, OneBridge presented its solutions at a Pipeline Asset Management Workshop hosted by Microsoft at their Technology Center in Houston, which was attended by senior managers from approximately 30 companies who are responsible for pipeline integrity roles including integrity management, maintenance, data science, analytics and information technologies. OneBridge presented from a tradeshow booth at the Banff 2017 Pipeline Workshop from April 3-6, 2017 which focused on various aspects of the oil and gas pipeline industry, including regulatory and standards development; corrosion; integrity, and emergency preparedness and response. Microsoft sales teams worked collaboratively with us by donating computer hardware, personnel and other resources which assisted our presence at these venues. We consider these activities as being successful in that they raised awareness of the OneBridge solution, allowed us to make important industry contacts and initiated interest with service organizations which could lead to subscriptions to use our product at some future date.

In the quarter, the Company added to its operational capabilities by hiring additional software development staff, data scientists, and a marketing director whom together we believe will reduce our development timelines and increase our sales and marketing effectiveness.

On March 6, 2017, certain insiders sold some of their shares and used a portion of the sale proceeds to exercise warrants to replace the shares sold, which raised $1,822,389 for the Company without incurring any dilution for other shareholders. The Company completed listing its shares on the U.S. OTCQB market in May 2017 to provide a venue for U.S. citizens to trade the Company's shares.

The three months ended May 31, 2017 ("Q1 Fiscal 2018") was the first full quarter wherein revenue generation from the Company's CIM product was recorded following its commercial market release in January 2017. Revenue for the quarter was $223,093, of which $210,593 was derived from a CIM SaaS subscription, versus $102,528 in the same quarter last year, none of which was due to CIM. Gross profit was $206,255 this quarter versus $85,311 in the comparative quarter last year. $284,705 of costs met the criteria for capitalization as software development costs as compared to $309,435 this period last year. The net loss for the quarter was $500,745 versus $404,473 in the comparative prior year quarter.

FINANCIAL OUTLOOK FOR FISCAL 2018 AND PROGRESS IN Q1 2018

We continue to focus on the US market with its 2.7 million miles of oil and gas transmission pipeline infrastructure of which approximately 600,000 miles is our initial target market, as these are the sections of pipelines that are accessible by inline inspection tools and have, or could have, ILI data. OneBridge's commercial pricing of CIM for Fiscal 2018 is at a fixed fee of USD $60 (or CAD $78, assuming a currency exchange premium of 30%) per data mile for one year of service. Azure computing fees are incremental to CIM charge out rates. Cost of goods sold, with the possible exception of staff salaries allocated to direct costs, are expected to remain low for the foreseeable future. In Fiscal 2018, these will be near zero due to Azure costs being offset by unused Azure credits previously granted by Microsoft, and less than 10% of revenue thereafter.

In our Q4, Fiscal 2017 MD&A (published on SEDAR on June 1, 2017), we provided a summary of our revenue and cash expense targets for our fiscal year ending February 28, 2018 (the "Fiscal 2018 Budget"), along with key factors and assumptions made by Management. The following table provides updated disclosure regarding the Company's Fiscal 2018 Budget and achievement of stated objectives in Fiscal 2018 Q1 ended May 31, 2017.

Objectives stated for the Fiscal 2018 Budget published in the Feb. 28, 2017 MD&A Updates as at May 31, 2017

Management's stated cash generation objective is to invoice sufficient data miles of CIM subscriptions to pay the majority portion of our cash expenses prior to working capital requirements and to continue increasing the capabilities of CIM by developing additional functionality.

Management's budgetary forecast for the three months ended May 31, 2017 ("Q1 2018") included in the Fiscal 2018 Budget was achieved. In the quarter, a new data base schema was initiated for CIM to allow the addition of new features. New functionality added during the quarter was the ability to mark pipeline segments as having been repaired, the ability to project corrosion growth 10 years into the future and the ability to export data from the system. Improvements were also made to the algorithms that align the features of multiple pipeline assessment data sets.

Revenue Scenario 1

Using the charge out rate of USD $5.00 per pipeline data mile per month plus Pilot Project and Azure usage fees, revenue of $3,018,000 is projected to be generated, providing the full 359,505 cumulative data miles are invoiced. Under this scenario, cash of $858,000 will be consumed in the year, comprised of a $150,000 cash loss (pre-software capitalization), $594,000 for working capital purposes and $114,000 for computer upgrades and additions.

Revenue Scenario 2 - Lower level of Sales

Only 259,753 cumulative data miles are invoiced due to a lower attainment of new customers and our second private preview customer using CIM for a reduced level of mileage than assumed in Revenue Scenario 1. Using the same billing rate per mile and Pilot Project fees as stated above, the invoiced mileage would generate revenue of $2,120,000. Cash expenses would be unchanged from Scenario 1 of the Fiscal 2018 Budget and revenue less cash expenses would leave a shortfall of $1,048,000. Capital assets purchases would be unchanged and working capital requirements would reduce to $396,000. The Company would consume cash of $1,558,000 in the year. After conversion of warrants as stated below, the Company would end the fiscal year with cash of $1,517,000.

In Q1 2018, cumulative data miles invoiced, rate per mile and revenue invoiced were achieved in accordance with Fiscal 2018 Budget expectations.

As at the quarter end, contract negotiations were underway with one private preview customer and one Pilot Project customer, and sales processes were underway with additional potential customers whom we believe will engage in Pilot Projects to use CIM for their operations. We continue to attempt to engage a second private preview customer to use CIM on a commercial basis, which has not yet occurred as at the quarter end.

Expenses were less than those budgeted in the Fiscal 2018 Budget. Cash generated in the first quarter of 2018 was $91,000 higher than that budgeted primarily due to less cash being consumed for working capital purposes than budgeted.

Warrant Financings under Revenue Scenario 1

Management believes that $4,050,000 will be raised from exercise of the share purchase warrants currently outstanding due to their average exercise price of $0.13 being less than the price of the Company's shares in the publicly traded markets and due to the warrants expiry date in February and March of 2018.

Warrant Financings under Revenue Scenario 2

Due to lower revenue, only 50% of the outstanding warrants may be exercised, generating cash of $2,983,000

Cash received from warrants exercised during the quarter was $1,907,680.

Management's Fiscal 2018 Budget forecasts for exercise of Warrants remains unchanged as at Fiscal 2018 Q1 ended May 31, 2017.
Expenses in $000's (for both Revenue Scenarios 1 & 2), Year ending Feb. 28, 2018. Expenses in $000's for Q1 2018.
Salaries & Benefits 2,702 Direct costs - salary allocation 12
General & Administrative 387 Salaries & Benefits 659
Sales & Marketing 375 General & Administrative 162
Non-cash expense: stock compensation costs (295) Sales & Marketing 74
Total cash expenses 3,168 Non-cash expense: stock compensation costs (102)
Revenue less cash expenses (150) Total cash expenses 805
Revenue less cash expenses (582)
Note: Revenue is expected to increase monthly during the year while expenses will be essentially unchanged each quarter. Fiscal 2018 Q1 ended May 31, 2017 essentially met our operational budget expectations.

BUSINESS OUTLOOK

We are actively engaged in discussions and actions with multiple potential new customers. As is often the case with the adoption of disruptive technologies, our two main challenges appear to be long sales cycles which we anticipate may be six months or more and the reluctance to embrace a new solution to replace legacy practices.

To address these challenges, OneBridge created a Pilot Project program to allow prospective customers to use CIM on a trial basis by submitting their data for a portion of their pipeline and using CIM to quickly analyze and report on it so they can experience first-hand the value proposition of using CIM. Pricing for a Pilot Project participant has been set within the typical financial authorization levels of integrity management personnel, to reduce sales cycles and to expedite the onboarding of new customers using CIM. We believe the value proposition of using CIM, once demonstrated with a customer's specific data, will be highly compelling and lead to quicker acceptance by new customers to use our product. We further believe that once key industry participants who have used our solution share their CIM user experience with their peers, which typically occurs at industry gatherings, work-shops and conventions, our CIM solution will gain traction as a credible alternative to less effective and efficient legacy solutions used by industry today.

It is our belief that the combination of: (i) OneSoft's alignment with Microsoft cloud deployment strategies; (ii) our deep domain expertise with respect to the pipeline industry and development expertise regarding cloud computing; (iii) the high degree of interest and motivation of oil and gas pipeline customers to improve their safety practices; and (iv) the need for hazardous pipeline operators to comply with increasingly stringent operational, safety and regulatory requirements are compelling factors that have potentially positioned the Company for significant future growth and opportunity. We believe that our solutions are ideally poised to provide the comprehensive and cost-effective functionality that our potential customers are seeking. We also believe that legacy systems in use today are not able to replicate the capabilities that our cloud-based solutions that leverage big data and machine learning data science can provide.

Our corporate development strategy continues to encompass investigation and pursuit of initiatives that foster value creation for our shareholders, including synergistic joint ventures and potentially merger and acquisition scenarios.

Please review the Management's Discussion and Analysis and Condensed Consolidated Financial Statements for the three months ended May 31, 2017 on SEDAR (www.sedar.com) for more detailed information regarding the Company's results.

GRANT OF STOCK OPTIONS

On July 25, 2017, the Company granted 275,000 stock options to the Directors and Officers of the Company as a result of their reappointment following the Annual General Meeting of the shareholders. 325,000 stock options were also granted to senior executives as part of their compensation. All options have a strike price of $0.27 per share, vest 50% on grant date and 50% on the anniversary date, and will expire in five years if not exercised.

ON BEHALF OF THE BOARD OF DIRECTORS

ONESOFT SOLUTIONS INC.

Douglas Thomson, Chair

Forward-looking Statements

This Press Release contains historical information, descriptions of current circumstances and statements about potential future developments and anticipated financial results, performance or achievements of the Company. The latter statements, which are forward-looking statements, are presented to provide guidance to the reader but their accuracy depends on several assumptions and are subject to various known and unknown risks and uncertainties. Forward-looking statements are included under the headings, "Business Outlook" and "Financial Outlook for Fiscal 2018 and Progress in Q1 2018", When used in this Press Release, such statements may contain such words as "may," "will," "intend," "should," "expect," "believe," "outlook," "predict," "remain," "anticipate," "estimate," "potential," "continue," "plan," "could," "might," "project", "targeting" or the negative of these terms or other similar terminology. Forward looking information in this Press Release includes, without limitation, statements regarding funding requirements. These statements are based on management's current expectations regarding future events and operating performance, are based on information currently available to management, speak only as of the date of this Press Release and are subject to risks which are referenced on page 16 of the Management Discussion and Analysis for the year ended February 28, 2017 and in the Company's other public filings on the Canadian Securities Administrators' website at www.sedar.com ("SEDAR") and as updated from time to time, and would include, but are not limited to, dependence on market economic conditions, sales and margin risk, acquisition and integration risks, competition, information system risks, risks associated with the introduction of new products, product design risk, environmental risks, customer and vendor risks, credit risks, currency risks, tax risks, risks of legislative changes, risks relating to remote operations, key executive risk and litigation risks.
In addition, there are numerous risks associated with an investment in the Company's common shares, which are also further described in the "Risks and Uncertainties" section referenced on page 16 of the Management Discussion and Analysis for the year ended February 28, 2017, and as updated from time to time, the Company's other public filings on SEDAR. These risks and uncertainties may cause actual results to differ materially from those contained in the statements. Such statements reflect management's current views and are based on certain assumptions. Some of the key assumptions include, but are not limited to: assumptions regarding the performance of the Canadian and the United States economies; interest rates; exchange rates; capital availability; the amount of the Company's cash flow from operations; tax laws; laws and regulations relating to the protection of the environment; and capital spending requirements or planning in respect thereto, including but not limited to the performance of any such business and its operation. They are, by necessity, only estimates of future developments and actual developments may differ materially from these statements due to several known and unknown factors. Investors are cautioned not to place undue reliance on these forward-looking statements. All forward-looking information in this Press Release is qualified by these cautionary statements. Although the forward-looking information contained in this Press Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements included in this Press Release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this Press Release.

The forward-looking statements contained in this Press Release are made as of the date of this report, and should not be relied upon as representing management's views as of any date subsequent to the date of this report. Except as required by applicable law, the Company undertakes no obligation to publicly update or otherwise revise any forward-looking statement, whether because of new information, future events, or otherwise.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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