-----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, EwtlIknuDFPa0olaVCIif4fupNfXJVQmdPxnbNYwpuNfd7wlrSUMBUuua9H4K2iA 9L2zG8Fr7NT4DAaokSjvKA== 0001078782-09-000037.txt : 20090115 0001078782-09-000037.hdr.sgml : 20090115 20090115141654 ACCESSION NUMBER: 0001078782-09-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTECH INC CENTRAL INDEX KEY: 0000354260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042453033 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10665 FILM NUMBER: 09528285 BUSINESS ADDRESS: STREET 1: 2 HIGHWOOD DRIVE CITY: TEWKSBURY STATE: MA ZIP: 01876 BUSINESS PHONE: 9786406222 MAIL ADDRESS: STREET 1: 2 HIGHWOOD DRIVE STREET 2: - CITY: TEWKSBURY STATE: MA ZIP: 01876 8-K 1 softech8k011508.htm FORM 8K CURRENT REPORT 8K

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):
January15, 2009

 

SofTech, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-10665

 

04-2453033

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

59 Composite Way, Suite 401,

Lowell, MA 01851

 (Address of principal executive offices)

 

(978) 513-2700

(Registrant’s telephone number, including area code)

 

 

(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))




 

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On January 15, 2009, the Registrant issued a press release (the “Press Release”) reporting its financial results and Earnings before Interest, Taxes, Depreciation and Amortization (a non-GAAP financial measure) for the second quarter of fiscal year 2009.  The foregoing is qualified by reference to the Press Release which is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits.

 

Exhibit 99.1.

Press Release issued by Registrant January 15, 2009




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SIGNATURE

 

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.

 

 

 

SofTech, Inc.

 

 

 

 

Date:   January 15, 2009

By:

/s/ Amy E. McGuire

 

 

Name:

Amy E. McGuire

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 




3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release issued by Registrant January 15, 2009





4


EX-99 2 softech8k011508ex991.htm EX. 99.1 PRESS RELEASE Exhibit 99.1

Exhibit 99.1


FOR IMMEDIATE RELEASE



SOFTECH ANNOUNCES IMPROVED FINANCIAL RESULTS FOR SECOND QUARTER FY 2009


Net Income rises substantially; operating cash flows improve significantly


LOWELL, Mass. – January 15, 2009 – SofTech, Inc. (OTCBB: SOFT), a proven provider of Product Lifecycle Management (PLM) solutions, today announced financial results for the second quarter of Fiscal Year 2009 (quarter ended November 30, 2008). Revenue was approximately $2.5 million for Q2 2009, unchanged compared to the second quarter of Fiscal Year 2008 (quarter ended November 30, 2007).


The Company’s profitability improved substantially, with net income increasing by approximately $566,000 from a loss of $218,000 ($.02 per share) in Q2 2008, to net income of approximately $348,000 ($.03 per share) in Q2 2009. For the six months ended November 30, 2008, the Company’s net income increased by approximately $984,000, from a loss of $217,000 ($.02 per share) in the first half of FY 2008 to net income of approximately $767,000 ($.06 per share).   


Net Cash flows from operating activities also improved considerably during the first half of FY 2009, increasing approximately $654,000 from negative $235,000 during the first half of FY 2008 to positive net operating cash flows of $419,000 in the first half of FY 2009. The Consolidated Statement of Cash Flows for the six months ended November 30, 2008 and 2007 is included in the attached Financial Summary.


Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), a non- GAAP financial measure, also improved considerably during Q2 2009, increasing from $498,000 in Q2 2008 to $688,000 in Q2 2009, a 40% increase.  For the first half of FY 2009, EBITDA was $1.5 million, compared to $1.2 million in the comparable prior period.  A reconciliation of EBITDA to Net Income (Loss) is provided on the attached Financial Summary.


The Company’s revenue is derived almost entirely from technology acquisitions completed between 1997 and 2002, and the Company’s operations are not capital intensive.  As of November 30, 2008, approximately 4.3% of the Company’s assets represent amortizable intangible assets related to these historical acquisitions. The Company does not anticipate making further acquisitions in the foreseeable future.  For the quarter ended November 30, 2008, amortization expense (a non-cash expense) related to these intangible assets was approximately 4.7% of total expenses, 4% of total revenue and 29% of net income. Further, the periods over which these intangible costs are expensed are highly judgmental.


The Company believes that EBITDA is useful supplemental information for investors, when considered along with net income and other income statement data.   The Company believes that EBITDA is useful because it provides investors with information concerning the potential longer term profitability of the Company’s technology assets (subsequent to full amortization of costs), as amortization of acquisition costs has been added back to net income in arriving at EBITDA.  Further, management believes that EBITDA provides a useful financial metric by which the Company can be compared with other companies that have different capital structures (interest (a cost of capital) has been added back to net income in arriving at EBITDA).  It is also management’s belief that this non-GAAP measure of performance continues to be used in the investment community as a financial metric for business valuation purposes.


However, the Company believes that EBITDA is not a substitute for cash flow from operating activities, which is disclosed above and in the Company’s financial statements.  Investors should carefully review the financial statements of the Company in their entirety in order to obtain a complete understanding of the Company’s financial condition and results of operations.




About SofTech


SofTech, Inc. (OTCBB: SOFT) is a proven provider of product lifecycle management (PLM) solutions, including its flagship ProductCenter™ PLM solution, and its computer-aided design and manufacturing (CAD/CAM) products, including CADRA™ and Prospector™.


SofTech's solutions accelerate products and profitability by fostering innovation, extended enterprise collaboration, product quality improvements, and compressed time-to-market cycles. SofTech excels in its sensible approach to delivering enterprise PLM solutions, with comprehensive out-of-the-box capabilities, to meet the needs of manufacturers of all sizes quickly and cost-effectively.


Over 100,000 users benefit from SofTech software solutions, including General Electric Company, Goodrich, Honeywell, Siemens, Sikorsky Aircraft, U.S. Army, and Whirlpool Corporation. Headquartered in Lowell, Massachusetts, SofTech (www.softech.com) has locations and distribution partners throughout North America, Europe, and Asia.


SofTech, CADRA, ProductCenter and Prospector are trademarks of SofTech, Inc. All other products or company references are the property of their respective holders.


Forward Looking Statements


The statements made herein may represent “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, whether we will be able to generate sufficient cash flow from operations to fund working capital needs, maintain the existing relationship with our lender, successfully introduce and attain market acceptance of planned new products, attract and retain qualified personnel, in an extremely competitive environment, both in our existing markets and in new territories, and the potential obsolescence of our technologies..


In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on any forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this release. Excep t as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this release to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based.  We qualify all of our forward-looking statements by these cautionary statements.


Contact: Jean J. Croteau

  President

  (978) 513-2700



2



SOFTECH, INC.

FINANCIAL SUMMARY

(In thousands, except per share data)


Statements of Operations (unaudited):


 

For the Three Month Period Ended


November 30,

2008

November 30,

2007

Revenue

$        2,473

$        2,493

Income (loss) from operations

625

127

Net income (loss)

348

(218)

Basic and diluted income (loss) per share

.03

(.02)


 

For the Six Month Period Ended


November 30,

2008

November 30,

2007

Revenue

$        5,027

$        5,209

Income (loss) from operations

1,299

487

Net income (loss)

767

(217)

Basic and diluted income (loss) per share

.06

(.02)


Reconciliation of EBITDA to Net Income (Loss) (unaudited):


To arrive at EBITDA, net loss, calculated in accordance with GAAP, is adjusted below by adding back interest expense, taxes, non-cash expenses related to amortization of intangible assets resulting from acquisitions, and depreciation expense.


 


For the Three Month Period Ended

Percentage of

Total Expense

November 30, 2008

Percentage of

Total Expense

November 30, 2007

November 30,

2008

November 30,

2007

Net income (loss)

$        348

$        (218)

 

 

Plus: Interest Expense

223

345

10%

13%

Plus: Depreciation Expense

16

17

1%

1%

Plus: Amortization Expense

101

354

5%

13%

EBITDA

688

498

 

 




For the Six Month Period Ended

Percentage of

Total Expense

November 30, 2008

Percentage of

Total Expense

November 30, 2007

November 30,

2008

November 30,

2007

Net income (loss)

$        767

$        (217)

 

 

Plus: Interest Expense

453

704

11%

13%

Plus: Depreciation Expense

28

35

1%

1%

Plus: Amortization Expense

203

708

5%

13%

EBITDA

1,451

1,230

 

 




3



SOFTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six Months Ended November 30,

(unaudited)


 

 

2008

 

2007

 

 

(in thousands)

Cash flows from operating activities:

 

 

 

 

Net income                                    

$

767

$

(217)

Adjustments to reconcile net income to net cash

 

 

 

 

  provided by operating activities:

 

 

 

 

  Depreciation and amortization

 

231

 

743

  Provision for uncollectible accounts

 

25

 

-

 

 

 

 

 

  Change in operating assets and liabilities:

 

 

 

 

  Accounts receivable

 

416

 

379

  Prepaid expenses and other assets

 

 (52)

 

(78)

  Accounts payable and accrued expenses

 

56

 

(114)

  Deferred revenue

 

(1,024)

 

(948)

Total adjustments       

 

(348)

 

(18)

 

 

 

 

 

Net cash provided by operating activities

 

419

 

(235)

 

 

 

 

 

Net cash provided by investing activities

 

 

 

 

  Capital expenditures

 

(33)

 

-

Net cash used in investing activities

 

(33)

 

-

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

  Repayments under debt agreements

 

(807)

 

(304)

  Repayments under capital lease

 

(16)

 

(16)

Net cash used in financing activities

 

(823)

 

(320)

 

 

 

 

 

Effect of exchange rates on cash

 

73

 

(49)

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(364)

 

(604)

Cash and cash equivalents, beginning of year

 

900

 

1,048

Cash and cash equivalents, end of year

$

536

$

444




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