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Aurum PropTech Limited Earnings Release 2019

Jan 31, 2019

62518_rns_2019-01-31_a9be9625-7ac2-4ee6-afb9-d7e044e1e4a2.pdf

Earnings Release

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+91 22 6150 1800 +91 22 2778 1320 www.majesco.com

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Majesco Ltd. Regd. Off.: MNDC, MBP‐P‐136, Mahape, Navi Mumbai – 400 710, India

Date: January 31, 2019

Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai-400 001.

BSE Script Code: 539289

Listing Department National Stock Exchange of India Limited Bandra Kurla Complex Bandra East Mumbai – 400 051.

NSE Symbol: MAJESCO

Dear Sir/ Madam,

Sub: Press Release by Majesco, USA, Subsidiary Company of Majesco Limited.

Please find enclosed herewith a press release dated January 30, 2019, issued by Majesco, USA, (Majesco) the Insurance arm and a subsidiary company of Majesco Limited, titled “ Majesco Reports Strong Cloud Revenue Growth for Third Quarter Fiscal 2019 Financial Results ”, along with Form 8-K filed by Majesco, USA with United States Securities and Exchange Commission in this regard.

You are requested to take the same on record.

Thanking you

Yours faithfully

For Majesco Limited

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Varika Rastogi Company Secretary

Encl: As above

CIN: L72300MH2013PLC244874

+1 973‐461‐5200 +1‐973‐605‐2942 www.majesco.com

412 Mt. Kemble Ave, Ste 110C Morristown, NJ 07960, USA

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PRESS RELEASE

Majesco Reports Strong Cloud Revenue Growth for Third Quarter Fiscal 2019 Financial Results

Cloud Revenue up 51% from third quarter FY18 and now represents 42% of total revenue Total Revenue up 11% from third quarter FY18

Adjusted EBITDA margin of 14% up significantly from third quarter FY18 Twelve‐Month Backlog up 16% from second quarter FY19

Morristown, NJ – January 30, 2019 – Majesco (NYSE American: MJCO), a global provider of cloud insurance platform software, today announced strong financial results for the fiscal 2019 third quarter that ended December 31, 2018.

“Our third quarter financial results reflect the growing success of our cloud strategy and the solutions to help insurers adapt to a new era,” stated Adam Elster, Majesco’s CEO. “The number of cloud customers continues to grow driving a 51% increase in cloud revenues year‐over‐year. This clearly demonstrates Majesco’s ability to rapidly deliver ‘time to value’ to our customers while providing a modern platform for insurers to innovate new products and business models. In addition, higher cloud revenues and improved delivery efficiencies are driving better margins as demonstrated in the third quarter.”

“We are excited to welcome the entire Exaxe team to the Majesco family, and even more excited to introduce this technology to Majesco’s growing customer base and prospects across Europe.”

Mr. Elster concluded, “I continue to be encouraged by Majesco’s products, people and customer focus which are well aligned with the opportunities and trends of the insurance market. We feel this is best validated by our recent customer wins, increased backlog, and pipeline growth. I am pleased with the progress we are making and believe fiscal 2019 is on track to be a strong year for the company.”

Financial Highlights

For the third quarter ended December 31, 2018

  • Revenue for the third quarter ended December 31, 2018, was $35.4 million up 11.4% as compared to $31.8 million for the third quarter ended December 31, 2017. The increase in revenue was primarily due to higher mix of cloud business and additional revenue from the acquisition of Exaxe Holdings consummated during the quarter.

  • Gross profit was $17.5 million (49.3% of revenue) for the third quarter ended December 31, 2018, compared to $14.9 million (46.9% of revenue) for the quarter ended December 31, 2017. The increase in margin was primarily due to a higher mix of cloud business, higher proportion of recurring revenues and improved delivery efficiencies.

  • Research and development (R&D) expenses were $4.8 million (13.6% of revenue) during the third quarter ended December 31, 2018, as compared to $4.5 million (14.3% of revenue) during the quarter ended December 31, 2017. The company continues to invest in R&D focused on cloud and digital solutions.

  • Selling, General and Administrative (SG&A) expenses were $9.7 million (27.4% of revenue) during the third quarter ended December 31, 2018, as compared to $10.3 million (32.3% of revenue) for the quarter ended December 31, 2017. The 490‐basis point reduction in SG&A as a percent of revenue reflects improved operating

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  • leverage. Further, absolute SG&A expenses during the third quarter ended December 31, 2018 were lower as the customary Convergence Conference held in the third quarter every fiscal has been planned for April 2019.

  • Adjusted EBITDA for the third quarter ended December 31, 2018 was $4.9 million (13.9% of revenue) as compared to Adjusted EBITDA of $2.2 million (6.8% of revenue) for the quarter ended December 31, 2017. The Adjusted EBITDA margins also improved sequentially by 79 basis points as compared to the second quarter ended September 30, 2018.

  • Net income for the third quarter ended December 31, 2018 was $1.8 million, or $0.05 per diluted share as compared to a net loss of $3.1 million, or $(0.08) per share, for the quarter ended December 31, 2017. Net income was significantly higher due to improved revenue and profitability performance.

For the nine months ended December 31, 2018

  • Revenue for the nine months ended December 31, 2018, was $103.0 million as compared to $90.0 million for the nine months ended December31, 2017. The 14.4% increase during the period was primarily due to higher cloud revenue, additions of new logos and continued business engagements from existing accounts.

  • Gross profit was $50.6 million (49.1% of revenue) for the nine months ended December 31, 2018 as compared to $40.4 million (44.9% of revenue) for the nine months ended December 31, 2017. A higher mix of cloud revenue and improved delivery efficiencies continued to drive better margins.

  • R&D expenses were $14.3 million (13.9% of revenue) during the nine months ended December 31, 2018 as compared to $12.7 million (14.1% of revenue) during the nine months ended December 31, 2017.

  • SG&A expenses were $28.6 million (27.8% of revenue) during the nine months ended December 31, 2018 as compared to $31.0 million (34.5% of revenue) for the nine months ended December 31, 2017. The reduction in SG&A was driven by improved management of G&A expenses and higher operating leverage.

  • Adjusted EBITDA for the nine months ended December 31, 2018 was $12.8 million (12.4% of revenue) as compared to Adjusted EBITDA of $2.8 million (3.1% of revenue) for the nine months ended December 31, 2017.

  • Net income for the nine months ended December 31, 2018 was $5.7 million or $0.15 per diluted share as compared to a net loss of $5.4 million or $(0.15) per share, for the nine months ended December 31, 2017.

EBITDA and Adjusted EBITDA are non‐GAAP measures. Reconciliation tables of EBITDA and Adjusted EBITDA as used in this press release to GAAP are included in the financial section of this press release.

Balance Sheet

  • Majesco had cash and cash equivalents of $14.5 million at December 31, 2018, compared to $11.5 million at December 31, 2017, and $15.1 million as at September 30, 2018.

  • Total debt at December 31, 2018, was $13.7 million, compared to $13.2 million at December 31, 2017, and $11.7 million as at September 30, 2018.

  • The reduction in net cash after debt of $2.7 million was after considering the upfront payment of $7.2 million for the acquisition of Exaxe Holdings Limited consummated during the quarter.

  • DSO’s stood at 82 days as at December 31, 2018 as compared to 76 days as at September 30, 2018.

Other Highlights

  • Revenue from cloud‐based customers was $15.0 million (42.3% of total revenue) for the quarter ended December 31, 2018, up 51.1% as compared to $9.9 million (31.2% of total revenue) during the quarter ended December 31, 2017. Total number of cloud customers stood at 51 as of December 31, 2018.

  • Total recurring revenue was at $11.7 million (33.1% of total revenue) for the quarter ended December 31, 2018, up 39.8% as compared to $8.4 million (26.4% of total revenue) for the quarter ended December 31, 2017.

  • Majesco’s 12‐month order backlog as of December 31, 2018 was $85.4 million, up 16.4% from $73.3 million on September 30, 2018.

  • Gartner positioned Majesco as a Leader in the October 2018 Magic Quadrant for P&C Core Platforms . Majesco is recognized as a Leader for its completeness of vision and ability to execute*.

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  • Majesco expanded its Majesco Digital1[st] EcoExchange™ marketplace with several partner apps.

  • Majesco announced it’s 2019 Convergence Customer Conference focused on Growth and Innovation for Digital Insurance, to be held in Savannah, GA, April 14‐16.

  • Majesco CEO Adam Elster presented at the 21[st] annual Needham Growth Conference in New York City.

Customer and Product Highlights Include:

During the third quarter, Majesco added seven new customers, expanded three existing customers and saw strong renewal results.

Majesco CloudInsurer™ for Property & Casualty

  • A Tier 1 U.S. based carrier focused on specialty insurance will be implementing their cyber liability line of business on Majesco Policy for P&C solution

  • A Tier 4 U.S. based InsurTech carrier selected Majesco P&C Core Suite (Policy, Billing and Claims) and Majesco Digital1st Insurance™ platform to support the rapid rollout of its nationwide Workers Compensation program

  • A Tier 1 Puerto Rico based carrier selected Majesco Policy for P&C solution for its Commercial Lines business

Majesco Life & Annuity – Group & Employee Benefits

  • A Tier 2 U.S. based carrier selected Majesco L&A and Group Core Suite (Policy, Billing and Claims) to modernize its operations of administering Employee Benefit Plans

  • An Indonesian Life Insurance Carrier selected Majesco L&A and Group Core Suite and portal solutions

  • A Singapore based health insurance carrier selected Majesco L&A and Group Core Suite and portal solutions

Majesco Digital1st Insurance™

  • A Tier 1 U.S. based P&C wholesale broker selected Majesco Digital1st Insurance™ platform to accelerate their digital journey and modernize systems of engagement with their carrier partners, agents and customers

Customer Expansion

  • Three top tier carriers extended the use of Majesco’s platform to support additional lines of business

Each successful implementation enhances Majesco’s credibility in the market, with customers and potential new customers, while demonstrating Majesco’s important value propositions such as speed to value.

During the third quarter, Majesco successfully went live with seven customers:

  1. A Tier 1 US based multi‐line carrier using Majesco Billing for P&C to support its P&C business

  2. A Tier 1 US National multi‐line insurance company using Majesco Billing for P&C

  3. A Tier 2 specialty underwriter of homeowner’s insurance using Majesco Policy for P&C

  4. A Tier 3 P&C insurance carrier using Majesco Billing for P&C

  5. A Large Malaysian life and general insurance carrier using Majesco Policy for L&A and Group

  6. A Large Singapore based life, health and general insurance carrier with an agent portal

  7. A Mid‐size Malaysian insurance benefits protection carrier using Majesco Claims for P&C for its P&C business

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Conference Call and Webcast Information

Majesco management will conduct a live teleconference to discuss Majesco’s fiscal 2019 third quarter financial results at 4:30 p.m. ET on Wednesday, January 30, 2019. Anyone interested in participating should call 888‐254‐ 3590 if calling from the U.S., or 323‐994‐2093 if dialing internationally. A replay will be available until February 13, 2019, which can be accessed by dialing 844‐512‐2921 within the U.S. and 412‐317‐6671 if dialing internationally. Please use passcode: 2680071 to access the replay.

In addition, the call will be webcast and will be available on the Company’s website at www.majesco.com or by visiting http://public.viavid.com/index.php?id=132637.

Use of Non‐GAAP Financial Measures

In evaluating our business, we consider and use EBITDA as a supplemental measure of operating performance. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We present EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance. We define Adjusted EBITDA as EBITDA before stock‐based compensation, a one‐time reversal of accrual for contingent liability and one‐time transaction costs related to the Exaxe acquisition.

.

The terms EBITDA and Adjusted EBITDA are not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and are not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and when assessing Majesco’s operating performance, investors should not consider EBITDA or Adjusted EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, EBITDA and Adjusted EBITDA do not reflect our actual cash expenditures. Other companies may calculate similar measures differently than Majesco, limiting their usefulness as comparative tools. We compensate for these limitations by relying on U.S. GAAP results and using EBITDA and Adjusted EBITDA only as supplemental.

Gartner Disclaimer*

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

About Majesco

Majesco enables insurance business transformation for approximately 160 global customers by providing technology solutions which include software products, consulting and IT services. Our customers are carriers from the Property and Casualty, Life, Annuity and Group insurance segments worldwide. Majesco delivers proven software solutions and IT services in the core insurance areas such as policy administration, billing, claims, distribution and analytics.

For more information, please visit us on the web at www.majesco.com, or call 1‐973‐461‐5200.

Cautionary Language Concerning Forward‐Looking Statements

This press release contains forward‐looking statements within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act. These forward‐looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward‐looking statements should, therefore, be considered in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities and Exchange Commission (SEC) and which you should review, including those statements under “Item

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1A – Risk Factors” in Majesco’s Annual Report on Form 10‐K for the fiscal year ended March 31, 2018 filed with the SEC on June 22, 2018.

Important factors that could cause actual results to differ materially from those described in forward‐looking statements contained in this press release include, but are not limited to: integration risks; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; technology development risks; intellectual property rights risks; competition risks; additional scrutiny and increased expenses as a result of being a public company; the financial condition, financing requirements, prospects and cash flow of Majesco; loss of strategic relationships; changes in laws or regulations affecting the insurance industry in particular; restrictions on immigration; the ability and cost of retaining and recruiting key personnel; the ability to attract new clients and retain them and the risk of loss of large customers; continued compliance with evolving laws; customer data and cybersecurity risk; and Majesco’s ability to raise capital to fund future growth.

These forward‐looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward‐looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward‐ looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly update or release any revisions to these forward‐looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Majesco Contacts:

Corporate Contact Ann Massey SVP‐Finance (973) 461‐5190 [email protected]

Investor & Media Contact SM Berger & Co Andrew Berger (216) 464‐6400 [email protected]

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Majesco and Subsidiaries

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Consolidated Statements of Operations (Unaudited) (All amounts are in thousands of US Dollars except per share data and as stated otherwise)

Three months
ended
December 31,
2017
Nine months
ended
December 31,
2018
Nine months
ended
December 31,
2017
31,769
$ 102,989
$ 90,037
16,864
52,391
49,618
14,905
$
50,598
$
40,420
4,533
$ 14,305
$ 12,669
10,274
28,632
31,019
‐‐
442
‐‐
14,807
$
43,379
$
43,687
98
$
7,219
$
(3,267)
5
32
18
(111
)
(342)
(378)
‐‐
835
‐‐
(121)
553
(165)
(130)
$
8,297
$
(3,792)
(Benefit)/Provision for income taxes 2,939
2,604
1,643
Net Income/(Loss) $ (3,069)
$
5,693
$
(5,435)
Earnings (Loss) per share:
Basic
$ 0.05
$
(0.08
)
$ 0.16
$ (0.15)
Diluted
$ 0.05
$
(0.08
)
$ 0.15
$ (0.15)
Weighted average number of common shares outstanding
Basic
36,664,718
36,536,797
36,633,300
36,524,799
Diluted
38,725,683
36,536,797
38,814,422
36,524,799

See accompanying notes to the Consolidated Financial Statements.

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Majesco and Subsidiaries

Consolidated Balance Sheets (Unaudited)

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(All amounts are in thousands of U.S. Dollars except per share data and as stated otherwise)

ASSETS
CURRENT ASSETS
Cash and cash equivalents ..................................................................................
Short term investments ......................................................................................
Restricted cash ....................................................................................................
Accounts receivables, net ...................................................................................
Unbilled accounts receivable ..............................................................................
Prepaid expenses and other current assets .........................................................
Total current assets.................................................................................................
Property and equipment, net ..............................................................................
Intangible assets, net ..........................................................................................
Deferred income tax assets .................................................................................
Other assets ........................................................................................................
Goodwill ..............................................................................................................
Total Assets.............................................................................................................
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Software hire purchase obligation ......................................................................
Short term debt ..................................................................................................
Current maturities of long‐term
borrowings……………………………………………………...
Accounts payable ................................................................................................
Accrued expenses and other liabilities ................................................................
Deferred revenue ................................................................................................
Total current liabilities............................................................................................
Long term debt ...................................................................................................
Vehicle loan
Other ...................................................................................................................
Total Liabilities........................................................................................................
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.002 per share – 50,000,000 shares authorized as of
September 30, 2018 and 50,000,000 as of March 31, 2018, NIL shares issued
and outstanding as of September 30, 2018 and March 31, 2018 .......................
Common stock, par value $0.002 per share – 450,000,000 shares authorized as of
September 30, 2018 and 450,000,000 as of March 31, 2018, 36,654,488
shares issued and outstanding as of September 30, 2018 and 36,600,457 as of
March 31, 2018 ...................................................................................................
Additional paid‐in capital
Accumulated deficit .................................................................................................
Accumulated other comprehensive income ...........................................................
Non‐Controlling Interest………………………………………………………………………………………..
Total equity of common stockholder..........................................................................
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY......................................................
December 31,
2018
$ 11,185
3,299
50
20,141
11,439
10,624
56,738
2,469
13,250
6,796
330
34,726
$
114, 309
‐‐
6,985
3,333
2,100
27,291
12,706
52,415
3,333
89
5,411
$
61,248
‐‐
$ 73
77,643
(25,192)
(701)
1,238
53,061
$
114,309
March 31,
2018
$ 9,152
‐‐
53
19,103
9,997
9.494
47,799
2,755
6,535
7,171
50
32,216
$
96,526
203
5,269
‐‐
2,353
22,032
12,201
42,058
8,367
‐‐
928
$
51,353
‐‐
$ 73
75,021
(30,282)
361
‐‐
45,173
$
96,526

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Majesco and Subsidiaries Reconciliation of U.S. GAAP Net Income to EBITDA and Adjusted EBITDA (Unaudited)

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Three Months Ended
December 31,
Three Months Ended
December 31,
Nine Months Ended
December 31,
2018
2017
$
5,693
$
(5,435)
2,604
1,643
2,996
3,742
342
378
Nine Months Ended
December 31,
2018
2017
$
5,693
$
(5,435)
2,604
1,643
2,996
3,742
342
378
**(U.S. dollars; in thousands): ** 2018 2017 2018
Net Income (Loss) $
1,829
$
(3,069)
$
5,693
Add:
Provision (benefit) for income taxes 512 2,939 2,604
Depreciation and amortization 1,158 1,187 2,996
Interest expense 113 111 342
Less:

Interest income (7) (5) (32) (18)
165
$ 475
‐‐
2,312
‐‐
$ 2,788
90,037
3.10%
Other income(expenses),net (57) 121 (553)
EBITDA $ 3,662 $ 1,285 $ 11,050
Add:
Exceptional Items – M&A Costs 442 ‐‐ 442
Stock based compensation 804 880 2,154
Reversal of accrual for contingent liability ‐‐ ‐‐ (835)
Adjusted EBITDA $ 4,908 $ 2,165 $ 12,811
Revenue 35,401 31,769 102,989
Adjusted EBITDA as a % of Revenue 13.86% 6.81% 12.44%

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Date: 01/30/2019 03:43 PM Client: tv511940_Majesco_8-K

Project: tv511940 Form Type: 8-K

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Submission Data File

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General Information
Form Type 8-K
Subject-Company File Number
Subject-Company CIK
Subject-Company Name
Subject-Company IRS Number
Contact Name Chris Pinilla
Contact Phone 212-596-7747
Filer File Number
Filer CIK
0001626853 [Majesco] (Majesco)
Filer CCC *
Confirming Copy No
Notify via Website only No
Return Copy No
Group Name
Items 2.02 Results of Operations and Financial Condition
8.01 Other Events
9.01 Financial Statements and Exhibits
SROS
NYSE
Depositor CIK
Depositor 33 File Number
Fiscal Year
Item Submission Type
Period 01-26-2019
ABS Asset Class Type
ABS Sub Asset Class Type
Sponsor CIK
Emerging Growth Company Yes
Elected not to use extended transition period No
(End General Information)
Document Information
File Count
6
Document Name 1 tv511940_8k.htm
Document Type 1
8-K
Document Description 1 Form 8-K
Document Name 2 tv511940_ex99-1.htm
Document Type 2
EX-99.1
Document Description 2 Exhibit 99.1
(End Document Information)
Notifications
Notify via Website only No
E-mail 1 [email protected]
(End Notifications)
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Date: 01/30/2019 03:43 PM Client: tv511940_Majesco_8-K

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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):

January 26, 2019

Majesco

(Exact Name of Registrant as Specified in its Charter)

California 001-37466 77-0309142 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)

412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960

(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code (973) 461-5200

N/A

(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:

  • 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))

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

Emerging growth company �

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. �

Date: 01/30/2019 03:43 PM Client: tv511940_Majesco_8-K

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Item 2.02. Results of Operations and Financial Condition.

On January 30, 2019, Majesco (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished in this section of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 8.01. Other Events.

On January 26, 2019, Mastek (UK) Limited (“Mastek”), the record holder of 5,044,875 shares of the Company’s common stock, requested the Company to file a registration statement for the potential resale by Mastek of its shares in the public markets. On January 30, 2019, the Company’s audit committee approved the filing of a registration statement with the U.S. Securities and Exchange Commission whereby the Company will register all the securities of the Company owned by Mastek. The Company intends to file such registration statement as soon as practicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 99.1 Press Release, dated January 30, 2019

The information furnished in this Exhibit 99.1 attached hereto shall be deemed “filed” for the purposes of Section 18 of the Exchange Act and shall be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

[Signature on following page.]

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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.

Majesco By: /s/ Farid Kazani Farid Kazani, Chief Financial Officer

Date: January 30, 2019

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Index to Exhibits

Exhibit No.
Exhibit 99.1
Description
Press Release, dated January 30, 2019

Date: 01/30/2019 03:43 PM Client: tv511940_Majesco_8-K

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Exhibit 99.1

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PRESS RELEASE

Majesco Reports Strong Cloud Revenue Growth for Third Quarter Fiscal 2019 Financial Results

Cloud Revenue up 51% from third quarter FY18 and now represents 42% of total revenue Total Revenue up 11% from third quarter FY18 Adjusted EBITDA margin of 14% up significantly from third quarter FY18 Twelve-Month Backlog up 16% from second quarter FY19

Morristown, NJ – January 30, 2019 – Majesco (NYSE American: MJCO), a global provider of cloud insurance platform software, today announced strong financial results for the fiscal 2019 third quarter that ended December 31, 2018.

“Our third quarter financial results reflect the growing success of our cloud strategy and the solutions to help insurers adapt to a new era,” stated Adam Elster, Majesco’s CEO. “The number of cloud customers continues to grow driving a 51% increase in cloud revenues year-over-year. This clearly demonstrates Majesco’s ability to rapidly deliver ‘time to value’ to our customers while providing a modern platform for insurers to innovate new products and business models. In addition, higher cloud revenues and improved delivery efficiencies are driving better margins as demonstrated in the third quarter.”

“We are excited to welcome the entire Exaxe team to the Majesco family, and even more excited to introduce this technology to Majesco’s growing customer base and prospects across Europe.”

Mr. Elster concluded, “I continue to be encouraged by Majesco’s products, people and customer focus which are well aligned with the opportunities and trends of the insurance market. We feel this is best validated by our recent customer wins, increased backlog, and pipeline growth. I am pleased with the progress we are making and believe fiscal 2019 is on track to be a strong year for the company.”

Financial Highlights

For the third quarter ended December 31, 2018

  • Revenue for the third quarter ended December 31, 2018, was $35.4 million up 11.4% as compared to $31.8 million for the third quarter ended December 31, 2017. The increase in revenue was primarily due to higher mix of cloud business and additional revenue from the acquisition of Exaxe Holdings consummated during the quarter.

  • Gross profit was $17.5 million (49.3% of revenue) for the third quarter ended December 31, 2018, compared to $14.9 million (46.9% of revenue) for the quarter ended December 31, 2017. The increase in margin was primarily due to a higher mix of cloud business, higher proportion of recurring revenues and improved delivery efficiencies.

  • Research and development (R&D) expenses were $4.8 million (13.6% of revenue) during the third quarter ended December 31, 2018, as compared to $4.5 million (14.3% of revenue) during the quarter ended December 31, 2017. The company continues to invest in R&D focused on cloud and digital solutions.

  • Selling, General and Administrative (SG&A) expenses were $9.7 million (27.4% of revenue) during the third quarter ended December 31, 2018, as compared to $10.3 million (32.3% of revenue) for the quarter ended December 31, 2017. The 490-basis point reduction in SG&A as a percent of revenue reflects improved operating leverage. Further, absolute SG&A expenses during the third quarter ended December 31, 2018 were lower as the customary Convergence Conference held in the third quarter every fiscal has been planned for April 2019.

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  • Adjusted EBITDA for the third quarter ended December 31, 2018 was $4.9 million (13.9% of revenue) as compared to Adjusted EBITDA of $2.2 million (6.8% of revenue) for the quarter ended December 31, 2017. The Adjusted EBITDA margins also improved sequentially by 79 basis points as compared to the second quarter ended September 30, 2018.

  • Net income for the third quarter ended December 31, 2018 was $1.8 million, or $0.05 per diluted share as compared to a net loss of $3.1 million, or $(0.08) per share, for the quarter ended December 31, 2017. Net income was significantly higher due to improved revenue and profitability performance.

For the nine months ended December 31, 2018

  • Revenue for the nine months ended December 31, 2018, was $103.0 million as compared to $90.0 million for the nine months ended December31, 2017. The 14.4% increase during the period was primarily due to higher cloud revenue, additions of new logos and continued business engagements from existing accounts.

  • Gross profit was $50.6 million (49.1% of revenue) for the nine months ended December 31, 2018 as compared to $40.4 million (44.9% of revenue) for the nine months ended December 31, 2017. A higher mix of cloud revenue and improved delivery efficiencies continued to drive better margins.

  • R&D expenses were $14.3 million (13.9% of revenue) during the nine months ended December 31, 2018 as compared to $12.7 million (14.1% of revenue) during the nine months ended December 31, 2017.

  • SG&A expenses were $28.6 million (27.8% of revenue) during the nine months ended December 31, 2018 as compared to $31.0 million (34.5% of revenue) for the nine months ended December 31, 2017. The reduction in SG&A was driven by improved management of G&A expenses and higher operating leverage.

  • Adjusted EBITDA for the nine months ended December 31, 2018 was $12.8 million (12.4% of revenue) as compared to Adjusted EBITDA of $2.8 million (3.1% of revenue) for the nine months ended December 31, 2017.

  • Net income for the nine months ended December 31, 2018 was $5.7 million or $0.15 per diluted share as compared to a net loss of $5.4 million or $(0.15) per share, for the nine months ended December 31, 2017.

EBITDA and Adjusted EBITDA are non-GAAP measures. Reconciliation tables of EBITDA and Adjusted EBITDA as used in this press release to GAAP are included in the financial section of this press release.

Balance Sheet

  • Majesco had cash and cash equivalents of $14.5 million at December 31, 2018, compared to $11.5 million at December 31, 2017, and $15.1 million as at September 30, 2018.

  • Total debt at December 31, 2018, was $13.7 million, compared to $13.2 million at December 31, 2017, and $11.7 million as at September 30, 2018.

  • The reduction in net cash after debt of $2.7 million was after considering the upfront payment of $7.2 million for the acquisition of Exaxe Holdings Limited consummated during the quarter.

  • DSO’s stood at 82 days as at December 31, 2018 as compared to 76 days as at September 30, 2018.

Other Highlights

  • Revenue from cloud-based customers was $15.0 million (42.3% of total revenue) for the quarter ended December 31, 2018, up 51.1% as compared to $9.9 million (31.2% of total revenue) during the quarter ended December 31, 2017. Total number of cloud customers stood at 51 as of December 31, 2018.

  • Total recurring revenue was at $11.7 million (33.1% of total revenue) for the quarter ended December 31, 2018, up 39.8% as compared to $8.4 million (26.4% of total revenue) for the quarter ended December 31, 2017.

  • Majesco’s 12-month order backlog as of December 31, 2018 was $85.4 million, up 16.4% from $73.3 million on September 30, 2018.

  • Gartner positioned Majesco as a Leader in the October 2018 Magic Quadrant for P&C Core Platforms . Majesco is recognized as a Leader for its completeness of vision and ability to execute*.

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  • Majesco expanded its Majesco Digital1[st] EcoExchange™ marketplace with several partner apps.

  • Majesco announced it’s 2019 Convergence Customer Conference focused on Growth and Innovation for Digital Insurance, to be held in Savannah, GA, April 14-16.

  • Majesco CEO Adam Elster presented at the 21[st] annual Needham Growth Conference in New York City.

Customer and Product Highlights Include:

During the third quarter, Majesco added seven new customers, expanded three existing customers and saw strong renewal results.

Majesco CloudInsurer™ for Property & Casualty

  • A Tier 1 U.S. based carrier focused on specialty insurance will be implementing their cyber liability line of business on Majesco Policy for P&C solution

  • A Tier 4 U.S. based InsurTech carrier selected Majesco P&C Core Suite (Policy, Billing and Claims) and Majesco Digital1st Insurance™ platform to support the rapid rollout of its nationwide Workers Compensation program

  • A Tier 1 Puerto Rico based carrier selected Majesco Policy for P&C solution for its Commercial Lines business

Majesco Life & Annuity – Group & Employee Benefits

  • A Tier 2 U.S. based carrier selected Majesco L&A and Group Core Suite (Policy, Billing and Claims) to modernize its operations of administering Employee Benefit Plans

  • An Indonesian Life Insurance Carrier selected Majesco L&A and Group Core Suite and portal solutions

  • A Singapore based health insurance carrier selected Majesco L&A and Group Core Suite and portal solutions

Majesco Digital1st Insurance™

  • A Tier 1 U.S. based P&C wholesale broker selected Majesco Digital1st Insurance™ platform to accelerate their digital journey and modernize systems of engagement with their carrier partners, agents and customers

Customer Expansion

  • Three top tier carriers extended the use of Majesco’s platform to support additional lines of business

Each successful implementation enhances Majesco’s credibility in the market, with customers and potential new customers, while demonstrating Majesco’s important value propositions such as speed to value.

During the third quarter, Majesco successfully went live with seven customers:

  1. A Tier 1 US based multi-line carrier using Majesco Billing for P&C to support its P&C business

  2. A Tier 1 US National multi-line insurance company using Majesco Billing for P&C

  3. A Tier 2 specialty underwriter of homeowner’s insurance using Majesco Policy for P&C

  4. A Tier 3 P&C insurance carrier using Majesco Billing for P&C

  5. A Large Malaysian life and general insurance carrier using Majesco Policy for L&A and Group

  6. A Large Singapore based life, health and general insurance carrier with an agent portal

  7. A Mid-size Malaysian insurance benefits protection carrier using Majesco Claims for P&C for its P&C business

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Conference Call and Webcast Information

Majesco management will conduct a live teleconference to discuss Majesco’s fiscal 2019 third quarter financial results at 4:30 p.m. ET on Wednesday, January 30, 2019. Anyone interested in participating should call 888-254-3590 if calling from the U.S., or 323-994-2093 if dialing internationally. A replay will be available until February 13, 2019, which can be accessed by dialing 844-512-2921 within the U.S. and 412-317-6671 if dialing internationally. Please use passcode: 2680071 to access the replay.

In addition, the call will be webcast and will be available on the Company’s website at www.majesco.com or by visiting http://public.viavid.com/index.php? id=132637.

Use of Non-GAAP Financial Measures

In evaluating our business, we consider and use EBITDA as a supplemental measure of operating performance. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We present EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance. We define Adjusted EBITDA as EBITDA before stock-based compensation, a one-time reversal of accrual for contingent liability and one-time transaction costs related to the Exaxe acquisition.

The terms EBITDA and Adjusted EBITDA are not defined under U.S. generally accepted accounting principles, or U.S. GAAP, and are not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and when assessing Majesco’s operating performance, investors should not consider EBITDA or Adjusted EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with U.S. GAAP. Among other things, EBITDA and Adjusted EBITDA do not reflect our actual cash expenditures. Other companies may calculate similar measures differently than Majesco, limiting their usefulness as comparative tools. We compensate for these limitations by relying on U.S. GAAP results and using EBITDA and Adjusted EBITDA only as supplemental.

Gartner Disclaimer*

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

About Majesco

Majesco enables insurance business transformation for approximately 160 global customers by providing technology solutions which include software products, consulting and IT services. Our customers are carriers from the Property and Casualty, Life, Annuity and Group insurance segments worldwide. Majesco delivers proven software solutions and IT services in the core insurance areas such as policy administration, billing, claims, distribution and analytics.

For more information, please visit us on the web at www.majesco.com, or call 1-973-461-5200.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities and Exchange Commission (SEC) and which you should review, including those statements under “Item 1A – Risk Factors” in Majesco’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the SEC on June 22, 2018.

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Important factors that could cause actual results to differ materially from those described in forward-looking statements contained in this press release include, but are not limited to: integration risks; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; technology development risks; intellectual property rights risks; competition risks; additional scrutiny and increased expenses as a result of being a public company; the financial condition, financing requirements, prospects and cash flow of Majesco; loss of strategic relationships; changes in laws or regulations affecting the insurance industry in particular; restrictions on immigration; the ability and cost of retaining and recruiting key personnel; the ability to attract new clients and retain them and the risk of loss of large customers; continued compliance with evolving laws; customer data and cybersecurity risk; and Majesco’s ability to raise capital to fund future growth.

These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Majesco Contacts:

Corporate Contact Investor & Media Contact Ann Massey SM Berger & Co SVP-Finance Andrew Berger (973) 461-5190 (216) 464-6400 [email protected] [email protected]

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Majesco and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(All amounts are in thousands of US Dollars except per share data and as stated otherwise)

Three months Three months Three months Three months Nine months Nine months
ended ended ended ended
December 31, December 31, December 31, December 31,
2018 2017 2018 2017
Revenue $ 35,401 $ 31,769 $ 102,989 $ 90,037
Cost of revenue 17,950 16,864 52,391 49,618
Gross profit $ 17,451 $ 14,905 $ 50,598 $ 40,420
Operating expenses
Research and development expenses $ 4,820 $ 4,533 $ 14,305 $ 12,669
Selling, general and administrative expenses 9,684 10,274 28,632 31,019
Exceptional Item – M&A Expenses 442 -- 442 --
Total operating expenses $ 14,946 $ 14,807 $ 43,379 $ 43,687
Income/(Loss) from operations $ 2,505 $ 98 $ 7,219 $ (3,267)
Interest income 7 5 32 18
Interest expense (114) (111) (342) (378)
Gain on reversal of accrual contingent liability -- -- 835 --
Other income (expenses), net (57) (121) 553 (165)
Income /(Loss) before provision for income taxes $ 2,341 $ (130) $ 8,297 $ (3,792)
(Benefit)/Provision for income taxes 512 2,939 2,604 1,643
Net Income/(Loss) $ 1,829 $ (3,069) $ 5,693 $ (5,435)
Earnings (Loss) per share:
Basic $ 0.05 $ (0.08) $ 0.16 $ (0.15)
Diluted $ 0.05 $ (0.08) $ 0.15 $ (0.15)
Weighted average number of common shares outstanding
Basic 36,664,718 36,536,797 36,633,300 36,524,799
Diluted 38,725,683 36,536,797 38,814,422 36,524,799

See accompanying notes to the Consolidated Financial Statements.

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Majesco and Subsidiaries Consolidated Balance Sheets (Unaudited)

(All amounts are in thousands of U.S. Dollars except per share data and as stated otherwise)

ASSETS December 31,
2018
December 31,
2018
March 31,
2018
CURRENT ASSETS
Cash and cash equivalents $ 11,185 $ 9,152
Short term investments 3,299 --
Restricted cash 50 53
Accounts receivables, net 20,141 19,103
Unbilled accounts receivable 11,439 9,997
Prepaid expenses and other current assets 10,624 9.494
Total current assets 56,738 47,799
Property and equipment, net 2,469 2,755
Intangible assets, net 13,250 6,535
Deferred income tax assets 6,796 7,171
Other assets 330 50
Goodwill 34,726 32,216
Total Assets $ 114, 309 $
96,526
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Software hire purchase obligation -- 203
Short term debt 6,985 5,269
Current maturities of long-term borrowings 3,333 --
Accounts payable 2,100 2,353
Accrued expenses and other liabilities 27,291 22,032
Deferred revenue 12,706 12,201
Total current liabilities 52,415 42,058
Long term debt 3,333 8,367
Vehicle loan 89 --
Other 5,411 928
Total Liabilities $ 61,248 $
51,353
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.002 per share – 50,000,000 shares authorized as of September 30, 2018 and
50,000,000 as of March 31, 2018, NIL shares issued and outstanding as of September 30, 2018 and March 31,
2018
-- --
Common stock, par value $0.002 per share – 450,000,000 shares authorized as of September 30, 2018 and
450,000,000 as of March 31, 2018, 36,654,488 shares issued and outstanding as of September 30, 2018 and
36,600,457 as of March 31, 2018
$ 73 $ 73
Additional paid-in capital 77,643 75,021
Accumulated deficit (25,192) (30,282)
Accumulated other comprehensive income (701) 361
Non-Controlling Interest 1,238 --
Total equity of common stockholder 53,061 45,173
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 114,309 $
96,526

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Majesco and Subsidiaries Reconciliation of U.S. GAAP Net Income to EBITDA and Adjusted EBITDA (Unaudited)

(U.S. dollars; in thousands): Three Months Ended
December 31,
2018
2017
Three Months Ended
December 31,
2018
2017
Nine Months Ended
December 31,
2018
2017
Nine Months Ended
December 31,
2018
2017
2018 2018
Net Income (Loss) $
1,829
$
(3,069)
$
5,693
$
(5,435)
Add:
Provision (benefit) for income taxes 512 2,939 2,604 1,643
Depreciation and amortization 1,158 1,187 2,996 3,742
Interest expense 113 111 342 378
Less:
Interest income (7) (5) (32) (18)
Other income (expenses), net (57) 121 (553) 165
EBITDA $ 3,662 $ 1,285 $ 11,050 $ 475
Add:
Exceptional Items – M&A Costs 442 -- 442 --
Stock based compensation 804 880 2,154 2,312
Reversal of accrual for contingent liability -- -- (835) --
Adjusted EBITDA $ 4,908 $ 2,165 $ 12,811 $ 2,788
Revenue 35,401 31,769 102,989 90,037
Adjusted EBITDA as a % of Revenue 13.86% 6.81% 12.44% 3.10%

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