UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 30, 2020

 

SHIFTPIXY, INC.
(Exact name of registrant as specified in its charter)

 

Wyoming   47-4211438
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
     
501 Brickell Key Drive, Suite 300, Miami, FL   33131
(Address of principal executive offices)   (Zip Code)

 

(888) 798-9100

(Registrant's telephone number, including area code)

 

Commission File No. 001-37954

  

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 (see General Instruction A.2. below):

 

¨ 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))

 

Securities registered under Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   PIXY   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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 30, 2020, ShiftPixy, Inc., a Wyoming corporation, announced financial results for the three month period and the fiscal year ended August 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of this report:

 

Exhibit Number   Description
99.1   Press Release dated November 30, 2020.

  

 

 

 

 SIGNATURES

 

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

 

  SHIFTPIXY, INC.
     
Date: November 30, 2020 By: /s/ Scott W. Absher
    Scott W. Absher
    Chief Executive Officer and Director

   

 

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

ShiftPixy, Inc.

Reports Fiscal 2020 Results

 

MIAMI, FL – November 30, 2020 – ShiftPixy, Inc. (NASDAQ: PIXY), a Florida-based staffing enterprise that designs, manages, and sells access to a disruptive, revolutionary platform that facilitates employment in the rapidly growing Gig Economy, today announced operating results for the year ended August 31, 2020 (“2020”).

 

2020 Financial Highlights

 

·Improved balance sheet compared to the fiscal year ended August 31, 2019 (“2019”):
oEliminated debt with full-ratchet anti-dilution price protection during 2020
oRaised over $25 million in equity from May 2020 to October 2020
oSold 85% of lower growth business which generated $9.5 million of cash
·Quarterly gross billings improved to $18.7 million for Q4 2020, a sequential increase of $4.3 million or 30% from Q3 2020, due to new customer additions and COVID-19 recovery for existing customers. For the entire fiscal year, gross billings from continuing operations were $66 million, compared to $73 million for 2019, due primarily to COVID-19 impacts in 2020, as well as client cancellations primarily in the early part of 2020, during calendar 2019.
·Quarterly revenues improved to $2.4 million for Q4 2020, a sequential increase of 20% from Q3 2020. Revenues for the entire fiscal year decreased 17% to $8.6 million, compared to $10.5 million for 2019, primarily as a result of our strategic decision to shift our client focus during 2019, as well as the negative impact of COVID-19 growth headwinds.
·Gross profit for 2020 was $1.0 million, decreasing 50% from 2019 gross profit of $1.9 million, due to workers’ compensation cost increases.
·Loss from Operations for 2020 increased $6.0 million to $21.6 million from $15.6 million in 2019, of which $3.5 million was a non-cash asset impairment charge related to previously capitalized software, along with a $1.0 million increase in stock-based compensation.
·EBITDAS Loss (Operating Loss excluding asset impairment, interest expense, depreciation, amortization and share-based compensation) increased to $16.2 million for 2020 from $14.7 million for 2019 due to $1.0 million of reduced margins and increased spending on our mobile application development, offset by decreased operations costs.
·Investment in our mobile application and technology solution deployment increased to $4.2 million in 2020 from $3.1 million in 2019. Total Human Resource Information System (“HRIS”) and mobile application investment is $20.7 million to date.

 

2020 Operational Highlights

 

·The number of employees retained in our employee HRIS exceeded 35,000.
·Relocated corporate headquarters to Miami, Florida to expand sales and marketing reach to better serve Eastern United States and Latin America (move substantially completed in September 2020).
·Experienced billings and worksite employee growth during 2020 despite COVID-19 pandemic due to new client additions and Q4 COVID-19 recovery.

 

 

 

 

·New partnership established in Q4 2020 that has the potential to bring over 200,000 new restaurant employees onto our HRIS platform, with the added potential to generate gross wage billings of $20,000 per employee.
·New nationwide nurse staffing client signed in Q4 2020 with over 8,000 employees that has the potential to generate gross billings of approximately $50,000 per employee, which we expect to drive significant revenue and gross profit growth.
·Full suite of mobile application and HRIS platform functionality nearing completion and full commercial launch, which we expect to add additional revenue streams.

 

“2020 was a key transition year for ShiftPixy. We completed the client refocus we began in 2019 away from light industrial clients to quick service restaurants and other new business opportunities that we believe are better served by our new technology platform. We significantly improved our balance sheet by selling assets and raising additional capital which allowed us to eliminate our convertible debt and continue to invest in our growth initiatives. Despite setbacks in our May 31, 2020 quarter due to the COVID-19 pandemic, at year end the combined recovery of our pre-COVID business combined with our new customer additions resulted in sequential billing growth that continues into our first fiscal quarter of 2021,” stated Chief Executive Officer Scott Absher. “We are starting to see customer on-boarding from sales wins by our new sales team in our new Miami headquarters and are very excited about our new partnerships in the State of Washington and our new nurse staffing client, both of which we believe will drive revenue and gross profit growth in the first half of Fiscal 2021. We believe that we are well positioned to execute on these recent wins and expect to see a significant increase in our business activity levels. We hope to achieve profitability in the second half of Fiscal 2021 as we continue our focus on creating long-term shareholder value.”

 

About ShiftPixy

 

ShiftPixy is a disruptive human capital services enterprise, revolutionizing employment in the Gig Economy by delivering a next-gen platform for workforce management that helps businesses with shift-based employees navigate regulatory mandates, minimize administrative burdens and better connect with a ready-for-hire workforce. With expertise rooted in management’s nearly 25 years of workers’ compensation and compliance programs experience, ShiftPixy adds a needed layer for addressing compliance and continued demands for equitable employment practices in the growing Gig Economy. ShiftPixy’s complete human capital management ecosystem is designed to manage regulatory requirements and compliance in such required areas as paid time off (PTO) laws, insurance and workers’ compensation, minimum wage increases, and Affordable Care Act (ACA) compliance.

 

 

 

 

ShiftPixy Cautionary Statement

 

The information provided in this release includes forward-looking statements, the achievement or success of which involves risks, uncertainties, and assumptions. These forward-looking statements are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although such forward-looking statements are based upon what our management believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate. If any of the risks or uncertainties, including those set forth below, materialize or if any of the assumptions proves incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties include, but are not limited to, risks associated with the nature of our business model; our ability to execute our vision and growth strategy; our ability to attract and retain clients; our ability to assess and manage risks; changes in the law that affect our business and our ability to respond to such changes and incorporate them into our business model, as necessary; our ability to insure against and otherwise effectively manage risks that affect our business; risks arising from the COVID-19 pandemic or any other events that could cause wide-scale business disruptions; competition; reliance on third-party systems and software; our ability to protect and maintain our intellectual property; and general developments in the economy and financial markets. These and other risks are discussed in our filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, our Annual Report on Form 10-K, filed on November 30, 2020, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These documents, including the sections therein entitled “Risk Factors,” identify important factors that could cause actual results to differ materially from those contained in forward-looking statements. All of our forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. Statements made in connection with any guidance may refer to financial statements that have not been reviewed or audited. We undertake no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The information in this press release shall not be deemed to be "filed" for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD. Further information on these and other factors that could affect our financial results is included in the filings we make with the SEC from time to time. These documents are available on the "SEC Filings" subsection of the "Investor Information" section of our website at https://ir.shiftpixy.com/financial-information/sec-filings, or directly from the SEC’s website at https://www.sec.gov.

 

Consistent with the SEC’s April 2013 guidance on using social media outlets like Facebook and Twitter to make corporate disclosures and announce key information in compliance with Regulation FD, we are alerting investors and other members of the general public that we will provide updates on operations and progress required to be disclosed under Regulation FD through the Company’s social media on Facebook, Twitter, LinkedIn and YouTube. Investors, potential investors, shareholders and individuals interested in us are encouraged to keep informed by following us on Facebook, Twitter, LinkedIn and YouTube.

 

INVESTOR CONTACT:

InvestorRelations@shiftpixy.com

800.475.3655 

 

 

 

 

ShiftPixy, Inc.

Consolidated Balance Sheets

 

   August 31,
2020
   August 31,
2019
 
ASSETS          
Current assets          
Cash  $4,303,000   $1,561,000 
Accounts receivable, net   308,000    85,000 
Unbilled accounts receivable   2,303,000    1,418,000 
Deposit – workers’ compensation   293,000    235,000 
Prepaid expenses   723,000    349,000 
Other current assets   73,000    244,000 
Current assets of discontinued operations   1,030,000    10,139,000 
Total current assets   9,033,000    14,031,000 
           
Fixed assets, net   575,000    4,155,000 
Note receivable, net   4,045,000    - 
Deposits – workers’ compensation   736,000    754,000 
Deposits and other assets   449,000    124,000 
Non-current assets of discontinued operations   2,582,000    5,567,000 
Total assets  $17,420,000   $24,631,000 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current liabilities          
Accounts payable and other accrued liabilities  $3,831,000   $4,454,000 
Payroll related liabilities   5,752,000    2,559,000 
Convertible notes, net   -    3,351,000 
Accrued workers’ compensation costs   497,000    235,000 
Default penalties accrual   -    1,800,000 
Derivative liability   -    3,756,000 
Current liabilities of discontinued operations   1,746,000    16,033,000 
Total current liabilities   11,826,000    32,188,000 
Non-current liabilities          
Accrued workers’ compensation costs   1,247,000    525,000 
Non-current liabilities of discontinued operations   4,377,000    3,853,000 
Total liabilities   17,450,000    36,566,000 
Commitments and contingencies          
Stockholders’ deficit          
Preferred stock, 50,000,000 authorized shares; $0.0001 par value   -    - 
Common stock, 750,000,000 authorized shares; $0.0001 par value; 16,902,146 and 909,222 shares issued as of August 31, 2020 and 2019   1,000    - 
Additional paid-in capital   119,431,000    32,505,000 
Treasury stock, at cost-0 and 13,953 shares as of August 31, 2020 and August 31, 2019   -    (325,000)
Accumulated deficit   (119,462,000)   (44,115,000)
Total stockholders’ deficit   (30,000)   (11,935,000)
Total liabilities and stockholders’ deficit  $17,420,000   $24,631,000 

 

 
 

  

ShiftPixy Inc.

Consolidated Statements of Operations

 

    For the year ended  
   August 31,
2020
   August 31,
2019
 
Revenues (gross billings of $65.5 million and $73.4 million less worksite employee payroll cost of $56.9 million and $62.9 million, respectively)  $8,642,000   $10,451,000 
Cost of revenue   7,685,000    8,538,000 
Gross profit   957,000    1,913,000 
           
Operating expenses:          
Salaries, wages, and payroll taxes   7,227,000    6,283,000 
Stock-based compensation – general and administrative   1,526,000    632,000 
Commissions   181,000    201,000 
Professional fees   3,366,000    3,918,000 
Software development - external   2,240,000    1,209,000 
Depreciation and amortization   272,000    194,000 
Impaired asset expense   3,543,000    - 
General and administrative   4,180,000    5,032,000 
Total operating expenses   22,535,000    17,469,000 
           
Operating Loss   (21,578,000)   (15,556,000)
           
Other (expense) income:          
Interest expense   (2,525,000)   (8,507,000)
Change in fair value of note receivable   (1,074,000)   - 
Expense related to Preferred Options   (62,091,000)   - 
Expense related to modification of warrants   (21,000)   - 
Loss from debt conversion   (3,500,000)   - 
Inducement loss   (624,000)   (3,927,000)
Loss on debt extinguishment   (1,592,000)   - 
Change in fair value derivative and warrant liability   1,777,000    2,569,000 
Loss on convertible note settlement   -    811,000 
Gain on convertible note penalties accrual   760,000    - 
Total other (expense) income   (68,890,000)   (9,054,000)
 Loss from continuing operations   (90,468,000)   (24,610,000)
(Loss) Income from discontinued operations          
(Loss) Income from discontinued operations   (561,000)   6,528,000 
Gain from asset sale   15,682,000    - 
Total Income (Loss) from discontinued operations, net of tax   15,121,000    6,528,000 
           
Net loss  $(75,347,000)  $(18,082,000)
           
Net Loss per share, Basic and diluted          
Continuing operations  $(4.96)  $(30.09)
Discontinued operations          
Operating (loss) income   (0.03)   7.98 
Gain on sale of assets   0.86    - 
Total discontinued operations   0.83    7.98 
Net Loss per share of common stock – Basic and diluted  $(4.13)  $(22.11)
           
Weighted average common stock outstanding – Basic and diluted   18,222,661    817,720