OneSoft Solutions Inc.
TSX VENTURE : OSS

October 30, 2014 16:43 ET

OneSoft Solutions Inc. Reports Financial Results for Three and Six Months Ended August 31, 2014

EDMONTON, ALBERTA--(Marketwired - Oct. 30, 2014) - OneSoft Solutions Inc. (the "Company" or "OSS") (TSX VENTURE:OSS), a North American developer of cloud-only accounting solutions for Non-Profit organizations, announces its financial results for the three and six months ended August 31, 2014.

Financial results are summarized as follows:

Three months ended August 31 Six months ended August 31
2014 2013 Increase /
(Decrease)
2014 2013 Increase /
(Decrease)
$ $ % $ $ %
Continuing operations:
Revenue 28,690 19,148 49.8 43,897 27,034 62.4
Net loss (563,111 ) (515,861 ) 9.2 (1,219,219 ) (898,187 ) 35.7
Discontinued operations
Net income 9,993,020 327,133 2,954.7 10,439,090 392,407 2,560.3
Consolidated net income (loss) 9,429,909 (188,728 ) (5,096.6 ) 9,219,871 (505,780 ) (1,922.9 )
Weighted average common shares outstanding - basic and fully diluted 13,996,360 14,531,059 13,949,648 14,582,907
Continuing operations - loss per share (0.04 ) (0.04 ) - (0.09 ) (0.06 ) 50.0
Discontinued operations - income per share 0.71 0.02 3,450.0 0.75 0.03 2,400.0
Consolidated income per share 0.67 (0.01 ) (6,800.0 ) 0.66 (0.03 ) (2,300.0 )

ONESOFT SOLUTIONS INC - BACKGROUND

On July 28, 2014, Serenic Corporation ("Serenic") sold its three wholly-owned operating subsidiaries, Serenic Software, Inc., Serenic Canada Inc. and Serenic Software (EMEA) Limited (collectively the "SOCs") to Sylogist Ltd. ("Sylogist") of Calgary, Alberta (the "Sale Transaction"). Following the Sale Transaction, the name of Serenic Corporation was changed and rebranded as OneSoft Solutions Inc. ("OneSoft" or "the Company" or "OSS"). 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: Canadian based Cloudco Solutions Inc., and U.S. based OneCloudCo Limited (collectively "Cloudcos"). The Serenic operating companies that were sold to Sylogist have granted a royalty bearing original equipment manufacturer ("OEM") license involving certain of the SOCs' products (principally, Serenic Navigator) to the Cloudcos, who intend to re‐brand and market Cloud solutions to new customer segments that the SOCs have not historically pursued, on a non‐competitive basis with the SOCs.

The Company intends to maintain its listing on the TSX Venture Exchange, subject to maintaining the Continuing Listing Requirements, and will continue to be a reporting issuer in Alberta and British Columbia. OneSoft now trades on the TSX Venture Exchange under the symbol "OSS".

QUARTER ENDED AUGUST 31, 2014 HIGHLIGHTS

During the second quarter ended August 31, 2014 ("Q2"), we concluded the Sale Transaction and transitioned operations associated with the Cloud project and business from Serenic to OneSoft. After the initial announcement of the sale of the Serenic subsidiaries and the intended distribution of return of capital and dividend totalling approximately $6.9 million to shareholders, the price of the Company's shares increased in value, reflecting the amounts the shareholders were to receive. The share price increase caused the exercise of almost all of the outstanding stock options and stock appreciation rights previously granted. 2,590,500 options were exercised generating a net cash inflow to the Company of $583,650. On July 28, 2014, the Company successfully completed the Sale Transaction which netted $7,991,000 before sales expenses and income taxes. Pursuant to the terms of the Share Purchase Agreement, the purchaser held back $240,000 pending the finalization of OneSoft's net working capital deficiency, which is scheduled to be finalized on or about November 7, 2014.

During the sale process, one shareholder dissented to the sale. The Business Corporations Act authorized the Company to purchase the dissenting party's holdings of 1,357,500 shares which was done at a cost of $882,275. The subsequent cancellation of these shares took effect prior to the distribution of any return of capital or dividend distribution. On August 29, 2014, the Company issued a Return of Capital distribution to its shareholders totaling $3,950,559 ($0.26 per share), and on September 12, 2014, the Company issued a special dividend totaling $2,886,947 ($0.19 per share). After the payment of all expenses related to the sale and the distribution of funds to shareholders, approximately $2.1 million of cash from the sales transaction and existing cash on-hand will remain with the Company, which will be utilized to fund the advancement of the Cloud business.

During the quarter, Company management attended several meetings and conventions with senior Microsoft personnel, prospective partners and other third parties. Rather than focus solely on garnering individual customers and sales, Management intends to foster relationships with third parties, including those that already have large customer bases in our target markets, wherein our leading edge Cloud solutions can be marketed and sold for mutual benefit and advantage, in order to build a large new customer base in a short period of time. Management believes that Microsoft will continue to strongly assist and support OneSoft's strategy and efforts in this regard. Management also engaged in numerous re-organizational activities including conducting extensive research to determine the appropriate strategies and financial and business plans for the Company. This included corporate development considerations to determine the most viable alternative to provide maximum value to shareholders on a go-forward basis. Alternatives to be further investigated include potential joint venture relationships with business processing organizations ("BPOs") that already serve the market space that OneSoft intends to pursue, attracting new investor interest as well as possible merger, acquisition or sale opportunities associated with the Company's products and IP.

Following the Sale Transaction, Randy Keith retired as the CEO of the Company on July 31, 2014. Dwayne Kushniruk assumed the CEO position effective August 1, 2014. Brandon Taylor, one of the original employees of Serenic Software Inc., has been named President of the U.S. subsidiary and will lead the operating activities. Douglas Thomson FCA, ICD.D, an independent Director, was appointed Chair of the Board in order to separate the CEO and Chair positions. Mr. Kushniruk remains on the Board as a non-independent Director.

OUTLOOK

The Sale Transaction allowed Management to re-set the Company to pursue the next generation Cloud business model and allowed 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. Today, OneSoft is one of the few leading-edge vendors that embraced the Microsoft Cloud strategies at the very outset. Management believes this positions the Company for unprecedented growth if pursuit of Microsoft's Cloud business model is continued and providing the business model and execution proves to be successful.

OneSoft will be managed as an entrepreneurial start-up, and we expect to retain only minimal personnel in the initial stages of company development. Management's intent is to focus on corporate development initiatives to increase revenues and market presence using highly scalable, leveraged growth by conducting joint marketing and sales activities with other parties, rather than to expend resources to build a client base one customer at a time. The plan is to collaborate with partners for mutual benefit by offering OneSoft's new technology and products to established client groups.

OneSoft's Board of Directors and Management intend to continue to evolve our strategies while we conduct ongoing research and investigation over the next two quarters. The focus will be on scaling operations and opportunities by accelerating and leveraging the Cloud business volume sale strategies and by managing risk factors, with the over-riding objective of delivering maximum value to shareholders. Management believes the Company has sufficient cash to operate as envisioned, on a negative EBITDA basis, for approximately four quarters. Announcements outlining future strategies can be anticipated during the next few quarters, as more information is obtained, analyzed and actioned.

Readers are strongly encouraged to read Management's Discussion and Analysis for a full review of the financial statements for the three and six months ending August 31, 2014 and for a full review of the risks associated with the Company and the strategies it is undertaking.

ON BEHALF OF THE BOARD OF DIRECTORS, ONESOFT SOLUTIONS INC.

Douglas Thomson, Chair

Forward-looking Statements

This news release contains forward-looking statements relating to the future operations and profitability of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects", "believe", "will", "intends", "plans" and similar expressions. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking information and statements the Company has placed reliance on certain assumptions that it believes are reasonable at this time, including expectations and assumptions concerning, among other things: interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; the success of growth projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material development or other costs related to current growth projects or current operations. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which the Company operates in general such as: costs and expenses; interest rate and exchange rate fluctuations; competition; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws.

Readers are cautioned that the foregoing list of factors is not exhaustive. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.

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

Contact Information