-----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, IhqjTUtVOkwLFtOjHGWgihfMewkn9u0SNpDO3+bt/mYyl1zGzC1XziA2nD/jNh5w p43YnzM0leTU0HZiFMobxQ== 0001188112-04-001294.txt : 20040831 0001188112-04-001294.hdr.sgml : 20040831 20040831144818 ACCESSION NUMBER: 0001188112-04-001294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040830 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040831 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: 041007890 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 t8k-3440a.txt 8-K 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 30, 2004 SOFTECH, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-10665 04-2453033 State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 2 Highwood Drive, Tewksbury, MA 01876 (Address of principal executive offices) (978)640-6222 (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 30, 2004, SofTech, Inc. issued a press release (the "Press Release") reporting its earnings results for the fourth quarter and its fiscal year 2004. 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 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99.1. Press Release issued by SofTech, Inc. dated August 30, 2004 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 31, 2004 By: /s/ Joseph P. Mullaney ----------------------------------------- Name: Joseph P. Mullaney Title: President and Chief Operating Officer (Principal Financial and Accounting Officer) 3 ================================================================================ EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------------------------------------------------------------------- 99.1 Press Release issued by SofTech, Inc. dated August 30, 2004 4 ================================================================================ EX-99.1 2 tex99_1-3440a.txt EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE SOFTECH REPORTS Q4 & FY 2004 RESULTS YEAR OVER YEAR REVENUE INCREASE OF 15%; FREE CASH FLOW RISES DRAMATICALLY FOR THE QUARTER AND FOR THE YEAR AS COMPARED TO PRIOR YEAR TEWKSBURY, Mass.--(BUSINESS WIRE)--AUGUST 30, 2004--SofTech, Inc. (OTCBB:SOFT - NEWS), a leading provider of design-through-manufacturing productivity solutions, announced today results for its fourth quarter and fiscal year 2004. Revenue for Q4 was about $3.3 million as compared to about $3.6 million for the same period in the prior year. The net loss for Q4 2004 was $(384,000) or $(.03) per share as compared to a net loss of $(613,000) or $(.05) per share for the prior year. Free Cash Flow (as defined below) for Q4 2004 was $256,000 as compared to $(97,000) for the same period in fiscal 2003. Free Cash Flow is defined as the net loss calculated on a GAAP basis plus non-cash amortization and depreciation minus capital expenditures. A reconciliation of GAAP results to Free Cash Flow for each of the periods is presented in a table below. Revenue for fiscal year 2004 was about $12.3 million as compared to about $10.7 million for fiscal year 2003. The net loss for fiscal 2004 was about $(1.9) million for each of fiscal 2004 and 2003. The Free Cash Flow for fiscal 2004 was $692,000 as compared to $284,000 in fiscal 2003. "Fiscal 2004 represented our third consecutive year of positive Free Cash Flow," said Joe Mullaney, SofTech's President. "We continued to improve on most measures of financial performance despite a very uneven economic recovery in the worldwide manufacturing sector. Our pipeline of identified new business has continued to grow over the last year although it has been difficult to predict or greatly influence exactly when those customers will make their final purchase decisions. Our outlook for the full fiscal year 2005 is for continued improvement on the excellent foundation we have built over the last three years although the uneven license revenue order flow from quarter to quarter is expected to continue. We have an exceptional customer base for our Cadra, ProductCenter and our CAM family of products throughout the U.S., Western Europe and Japan and we will continue to serve their needs while targeting growth opportunities. All of our products compete in the Product Lifecycle Management ("PLM") market. One particular growth opportunity we have identified relates to our ProductCenter technology. ProductCenter is a well established technology that controls product information and allows for the sharing of that information throughout an extended enterprise. Our customers include some of the largest design and manufacturing companies in the world. This portion of the PLM market is expected to experience double-digit growth over the next several years. Our distinct advantage relative to our competition is that we believe ProductCenter is, by far, the most affordable, full-featured, data management and collaboration offering on the market. It can be put into production within a four to six week period without significant customization. It is especially applicable to multi-CAD environments. The continued migration of 2D computer-aided-design users to mid-range 3D, solid modeling tools will increase the need to manage product information with technologies such as ProductCenter. It is my view that ProductCenter is very well positioned to capture more than its share of these users," Mullaney added. ABOUT SOFTECH SofTech, Inc. (OTCBB: SOFT) provides design-through-manufacturing productivity solutions with its computer-aided design (CAD), computer-aided manufacturing (CAM) and product lifecycle management (PLM) products including CADRA(R), DesignGateway(TM), Prospector(TM), and ProductCenter(TM) (through SofTech's Workgroup Technology Division). SofTech's solutions optimize product lifecycle processes at the lowest cost by fostering innovation, extended enterprise collaboration, product quality improvements, and compressed time-to-market cycles. SofTech has more than 100,000 users benefiting from its solutions, including Boeing, FlightSafety International, General Electric Company, Goodrich Turbine Fuel Technologies, Honeywell, Millipore Corporation, Siemens, Sikorsky Aircraft, U.S. Army, and Whirlpool Corporation. Headquartered in Tewksbury, Massachusetts, SofTech (www.softech.com) has locations and distribution partners throughout North America, Europe, and Asia. SofTech, CADRA, DesignGateway, ProductCenter and Prospector are trademarks of SofTech, Inc. All other products or company references are the property of their respective holders. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The statements made above with respect to SofTech's outlook for fiscal 2005 and beyond 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, general business and economic conditions, generating sufficient cash flow from operations to fund working capital needs, potential obsolescence of the Company's technologies, maintaining existing relationships with the Company's lenders, remaining in compliance with debt covenants, successful introduction and market acceptance of planned new products and the ability of the Company to attract and retain qualified personnel both in our existing markets and in new territories. Contact: Joseph P. Mullaney President and COO (781) 890-8373 SOFTECH, INC. FINANCIAL SUMMARY
FOR THE THREE MONTH PERIODS ENDED - --------------------------- --------------------------- --------------------------- MAY 31, MAY 31, (in thousands) 2004 2003 - --------------------------- --------------------------- --------------------------- Revenue $ 3,273 $ 3,585 - --------------------------- --------------------------- --------------------------- Loss from operations (126) (363) - --------------------------- --------------------------- --------------------------- Net loss (384) (613) - --------------------------- --------------------------- --------------------------- Loss per share (.03) (.05) - --------------------------- --------------------------- --------------------------- - --------------------------- --------------------------- --------------------------- FOR THE FISCAL YEARS ENDED - --------------------------- --------------------------- --------------------------- MAY 31, MAY 31, (in thousands) 2004 2003 - --------------------------- --------------------------- --------------------------- Revenue $ 12,294 $ 10,688 - --------------------------- --------------------------- --------------------------- Loss from operations (838) (712) - --------------------------- --------------------------- --------------------------- Net loss (1,853) (1,852) - --------------------------- --------------------------- --------------------------- Loss per share (.15) (.15) - --------------------------- --------------------------- --------------------------- - --------------------------- --------------------------- ---------------------------
RECONCILIATION OF NET LOSS TO PRO FORMA NET INCOME AND FREE CASH FLOW: The net loss calculated in accordance with GAAP is adjusted below by non-cash expenses related to amortization and depreciation and by capital expenditures. It is management's view that these non-GAAP financial measures provide important information in understanding the Company's financial performance.
FOR THE THREE MONTH PERIODS ENDED - --------------------------- --------------------------- --------------------------- MAY 31, MAY 31, (in thousands) 2004 2003 - --------------------------- --------------------------- --------------------------- Net loss $ (384) $ (613) - --------------------------- --------------------------- --------------------------- Plus: Non-cash amortization 603 635 --- --- - --------------------------- --------------------------- --------------------------- Pro Forma net income (loss) 219 22 - --------------------------- --------------------------- --------------------------- Plus: Non-cash depreciation 39 (15) - --------------------------- --------------------------- --------------------------- Less: Capital expenditures ( 2) (104) ---- ----- - --------------------------- --------------------------- --------------------------- Free Cash Flow $ 256 $ (97) - --------------------------- --------------------------- --------------------------- FOR THE FISCAL YEARS ENDED - --------------------------- --------------------------- --------------------------- MAY 31, MAY 31, (in thousands) 2004 2003 - --------------------------- --------------------------- --------------------------- Net loss $ (1,853) $ (1,852) - --------------------------- --------------------------- --------------------------- Plus: Non-cash amortization 2,438 2,040 ------ ----- - --------------------------- --------------------------- --------------------------- Pro Forma net income 585 188 - --------------------------- --------------------------- --------------------------- Plus: Non-cash depreciation 147 283 - --------------------------- --------------------------- --------------------------- Less: Capital expenditures (40) (187) ---- ----- - --------------------------- --------------------------- --------------------------- Free Cash Flow $ 692 $ 284 - --------------------------- --------------------------- ---------------------------
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