-----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, UxX/MkrAqIKQ7K/d8q+BaIY5zQtBT74zsYWqzlkNFB5ZX3BBwwKA3t6hDN9n4fFn Tg89Rj05j4Q7JcmB+0JeVA== 0001078782-09-001142.txt : 20090807 0001078782-09-001142.hdr.sgml : 20090807 20090807170303 ACCESSION NUMBER: 0001078782-09-001142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090807 DATE AS OF CHANGE: 20090807 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: 09996594 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 softech8k080709.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):
August 7, 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 August 7, 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 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 August 7, 2009

 



2



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: August 7, 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 August 7, 2009

 




4


EX-99 2 softech8k080709ex991.htm EX. 99.1 PRESS RELEASE Exhibit 99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE



SOFTECH ANNOUNCES IMPROVED PROFITABILITY FOR FISCAL YEAR 2009


Net Income rises substantially; operating cash flows improve significantly


LOWELL, Mass. – August 7, 2009 – SofTech, Inc. (OTCBB: SOFT), a proven provider of Product Lifecycle Management (PLM) solutions, today announced financial results for Fiscal Year 2009. Revenue was approximately $9.5 million for fiscal year 2009, as compared to $10.1 million for fiscal year 2008.


Despite the decline in revenue, the Company’s profitability improved substantially, with net income increasing by approximately $1.6 million, from a loss of $306,000 ($.03 per share) in fiscal year 2008, to net income of approximately $1.3 million ($.11 per share) in fiscal year 2009.   


Net cash flows from operating activities also improved considerably during fiscal year 2009, increasing approximately $700,000 from $974,000 for fiscal year 2008 to $1.7 million for fiscal year 2009 (a 71% increase). The Consolidated Statement of Cash Flows for the fiscal year ended May 31, 2009 and 2008 is included in the attached Financial Summary.


Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), a non- GAAP financial measure, increased $200,000, from $2.4 Million in fiscal year 2008 to $2.6 million in fiscal year 2009, (an 8% increase).  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 May 31, 2009, approximately 1.5% 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 fiscal year ended May 31, 2009, amortization expense (a non-cash expense) related to these intangible assets were approximately 5% of total expenses, 4% of total revenue and 31% 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 any new products, attract and retain qualified personnel, in an extremely competitive environment, both in our existing markets and in new territories, maintain positive cash flows and profitable operations despite declining revenues, and prevent the obsolescence of our technologies.


In addition, the financial results for fiscal year 2009 should not be relied upon as indicative of future results.  The discussion of our fiscal year 2009 results contained herein is qualified in its entirety by reference to our Form 10-K for the fiscal year ended May 31, 2009, which Investors should carefully review in order to obtain a complete understanding of the Company’s financial condition and results of operations.


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 Fiscal Years

Ended May 31,

 

 

2009

 

2008

Revenue

$

9,498

$

10,106

Income from operations

 

2,132

 

928

Net income (loss)

 

1,321

 

(306)

Basic and diluted income (loss) per share

 

.11

 

(.03)


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


To arrive at EBITDA, net income (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 Fiscal Years

Ended May 31,

 

Percentage of

Total Expense

2009

 

Percentage of

Total Expense

2008

2009

 

2008

Net income (loss)

$

1,321

$

(306)

 

 

 

 

Plus: Interest Expense

 

760

 

1,292

 

9%

 

12%

Plus: Depreciation Expense

 

127

 

84

 

2%

 

1%

Plus: Amortization Expense

 

405

 

1,346

 

5%

 

13%

EBITDA

 

2,613

 

2,416

 

 

 

 



3



SOFTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Fiscal Year Ended May 31,

(Unaudited)


 

 

2009

 

2008

 

 

(in thousands)

Cash flows from operating activities:

 

 

 

 

Net income (loss)                                   

$

1,321

$

(306)

Adjustments to reconcile net income to net cash

 

 

 

 

  provided by operating activities:

 

 

 

 

  Depreciation and amortization

 

532

 

1,430

  Provision for uncollectible accounts

 

25

 

52

  Loss on retirement of equipment

 

-

 

3

 

 

 

 

 

  Change in operating assets and liabilities:

 

 

 

 

  Accounts receivable

 

108

 

39

  Prepaid expenses and other assets

 

(96)

 

-

  Accounts payable and accrued expenses

 

89

 

(17)

  Deferred revenue

 

(319)

 

(227)

Total adjustments

 

339

 

1,280

 

 

 

 

 

Net cash provided by operating activities

 

1,660

 

974

 

 

 

 

 

Net cash provided by investing activities

 

 

 

 

  Capital expenditures

 

(89)

 

(9)

Net cash used in investing activities

 

(89)

 

(9)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

  Borrowings under debt agreements

 

-

 

150

  Repayments under debt agreements

 

(1,715)

 

(1,101)

  Repayments under capital lease

 

(31)

 

(31)

Net cash used in financing activities

 

(1,746)

 

(982)

 

 

 

 

 

Effect of exchange rates on cash

 

33

 

(131)

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(142)

 

(148)

Cash and cash equivalents, beginning of year

 

900

 

1,048

Cash and cash equivalents, end of year

$

758

$

900





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