-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DEp3TmznbDwFN7c6pfB+IQAxUeA6l90A5LhvDxrXRxW2jU+Q9//cFhrRxHglr9RY R6VULnjdjKl/IYjXljA1EA== 0001021435-05-000015.txt : 20050309 0001021435-05-000015.hdr.sgml : 20050309 20050309132754 ACCESSION NUMBER: 0001021435-05-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050308 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAPHON CORP/DE CENTRAL INDEX KEY: 0001021435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133899021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21683 FILM NUMBER: 05668807 BUSINESS ADDRESS: STREET 1: 3130 WINKLE AVENUE CITY: SANTA CRUZ STATE: CA ZIP: 95065 BUSINESS PHONE: 8004727466 MAIL ADDRESS: STREET 1: 3130 WINKLE AVENUE CITY: SANTA CRUZ STATE: CA ZIP: 95065 FORMER COMPANY: FORMER CONFORMED NAME: UNITY FIRST ACQUISITION CORP DATE OF NAME CHANGE: 19960823 8-K 1 form8k.txt Q404 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 8, 2005 GraphOn Corporation (Exact name of Registrant as specified in its charter) Delaware 0-21683 13-3899021 (State of (Commission File No.) (IRS Employer incorporation) Identification No.) 3130 Winkle Avenue Santa Cruz, California 95065 (Address of principal executive offices) Registrant's telephone number: (800) 472-7466 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)) Item 2.02. Results of Operations and Financial Condition. On March 8, 2005, GraphOn Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2004. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired - None (b) Pro Forma Financial Information - None (c) Exhibits: Exhibit No. Description 99.1 Press release dated March 8, 2005 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. Dated: March 8, 2005 GraphOn Corporation By: /s/ William Swain ------------------------------ Name: William Swain Title: Chief Financial Officer EX-99.1 2 release.txt EARNINGS RELEASE AND FINANCIAL EXHIBIT Press Release For Immediate Release Company Contact: William Swain, GraphOn Corporation 1.800.GRAPHON Bill.Swain@GraphOn.com GraphOn Corp. Today Announces Fourth Quarter and Year End 2004 Results; Will Host Fourth Quarter Investors Teleconference Today at 1:00 pm West Coast Time SANTA CRUZ, CA, USA - March 8, 2005 - GraphOn(R) Corporation, (OTCBB: GOJO) (www.graphon.com) a leading developer of business software for remote computing, today announced it will host an investor conference call at 1:00 pm Pacific Coast Time (4:00 pm East Coast Time) today, March 8, 2005, moderated by GraphOn CEO and Chairman, Robert Dilworth and Chief Financial Officer, William Swain. Discussions will include a review of financial results of the fourth quarter and year-end, which ended December 31, 2004. The GraphOn management team will discuss the company's business, acquisition of Network Engineering Software Inc. ("NES"), raising of additional capital and will take questions for a limited time following the presentation. Participants may access the call by phone by dialing (877) 591-1124 ten minutes prior to the call. Financial Highlights Revenues were approximately $1.0 million for the three-month period ended December 31, 2004, as compared to approximately $865 thousand recorded in the same period of 2003. Revenues were approximately $3.5 million for the twelve-month period ended December 31, 2004, as compared to approximately $4.2 million for the same period of 2003. The net profit for the three-month period ended December 31, 2004 was approximately $29 thousand, as compared to the approximate $577 thousand net loss for the same period of 2003. The net loss for the twelve-month period ended December 31, 2004 was approximately $1.4 million, as compared to the approximate $1.9 million net loss for the same period of 2003. The profit per common share on a basic and diluted basis for the quarter ended December 31, 2004 was $0.00 per share as compared with a loss of $0.03 per share for the same quarter of 2003. The loss per common share on a basic and diluted basis for the twelve-month period ended December 31, 2004 was $0.07 per share as compared with a loss of $0.11 per share for the same period in 2003. "We are able to announce that we were profitable in the fourth quarter of 2004" Robert Dilworth, CEO, said. "We have been reducing our quarterly expense burn rate over the last several years and are currently expecting to generate sufficient revenues to cover our GO-Global product line business." Mr. Dilworth continued, "We are pleased to have completed the acquisition of NES, which includes intellectual property which we expect may provide a new royalty revenue stream in future periods. Additionally, the capital we raised will allow us to incorporate the acquired technology into some of our current GO-Global product line and allow for new products to be developed," Mr. Dilworth concluded. About GraphOn Corporation For over a decade, GraphOn Corporation has been an innovator and developer of business connectivity software. GraphOn's high performance software provides fast remote access, cross platform capability, and a centralized architecture that delivers a dramatically lower cost of ownership to the user. Using GO-Global, any application can be simply and easily Web enabled without any software modification required, allowing applications to be run from browsers or portals. GraphOn, which markets its solutions through OEM licenses, independent software vendors (ISVs), application service providers (ASPs), value-added resellers (VARs) and systems integrators, is headquartered in Santa Cruz, CA and is traded on the Over the Counter Bulletin Board under the ticker GOJO (OTCBB: GOJO). For more information, please visit the company's Web site at http://www.graphon.com. This press release contains statements that are forward looking as that term is defined by the United States Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties. Actual results will differ due to factors such as shifts in customer demand, product shipment schedules, product mix, competitive products and pricing, technological shifts and other variables. Readers are referred to GraphOn's most recent periodic and other reports filed with the Securities and Exchange Commission. GraphOn and GO-Global are a registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners. # # #
GRAPHON CORPORATION Condensed Consolidated Balance Sheets UNAUDITED AUDITED December 31, ----------------------- 2004 2003 ---------- ---------- Cash and cash equivalents ............................ $ 675,300 $ 1,025,500 Accounts receivable, net ............................. 518,900 521,100 Other current assets ................................. 24,100 23,100 ---------- ---------- Total current assets ................................. 1,218,300 1,569,700 ---------- ---------- Property and equipment, net .......................... 75,400 144,800 Purchased technology, net ............................ - 335,000 Capitalized software, net ............................ 273,700 500,600 Other assets ......................................... 657,000 11,900 ---------- ---------- Total assets ......................................... $ 2,224,400 $ 2,562,000 ========== ========== Current liabilities .................................. $ 741,700 $ 523,100 Deferred Revenue ..................................... 1,116,400 1,192,000 Stockholders' equity ................................. 366,300 846,900 ---------- ---------- Total liabilities and stockholders' equity $ 2,224,400 $ 2,562,000 ========== ==========
Condensed Consolidated Statements of Operations UNAUDITED UNAUDITED AUDITED Three months ended Twelve months ended December 31, December 31, ----------------------- ----------------------- 2004 2003 2004 2003 ----------- ---------- ----------- ----------- Revenue $ 1,018,000 $ 864,700 $ 3,529,800 $ 4,170,300 Cost of revenue 141,900 391,000 903,800 1,371,600 ----------- ---------- ----------- ----------- Gross Profit 876,100 473,700 2,626,000 2,798,700 ----------- ---------- ----------- ----------- Selling and marketing 264,200 390,100 1,383,700 1,679,800 General and administrative 314,000 281,200 1,183,600 1,419,100 Research and development 274,500 381,400 1,500,900 1,515,000 Restructuring charge - - - 80,100 ----------- ---------- ----------- ----------- Total operating expenses 852,700 1,052,700 4,068,200 4,694,000 ----------- ---------- ----------- ----------- Income (loss) from operations 23,400 (579,000) (1,442,200) (1,895,300) Other income (expense), net 5,600 1,600 14,700 8,700 ----------- ---------- ----------- ----------- Income (loss) before income taxes 29,000 (577,400) (1,427,500) (1,886,600) Income taxes - - - - ----------- ---------- ----------- ----------- Net income (loss) $ 29,000 $ (577,400) $(1,427,500) $(1,886,600) =========== ========== =========== =========== Basic and diluted income (loss) per share $ 0.00 $ (0.03) $ (0.07) $ (0.11) =========== ========== =========== =========== Basic weighted average shares outstanding 21,716,765 16,618,459 21,307,966 16,607,328 =========== ========== =========== =========== Diluted weighted average shares outstanding 21,857,903 - - - =========== ========== =========== ===========
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