-----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, WERIDauhf9DNzMMsB7CF28We+qjZqkNKb3vm1TsoYkbvrbT6SdDa3TkuGx35dSe4 GFgezE7g2RR4wfYeX4ydZw== 0001188112-07-003002.txt : 20071015 0001188112-07-003002.hdr.sgml : 20071015 20071015134802 ACCESSION NUMBER: 0001188112-07-003002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071015 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 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: 071171569 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 t60742a_8k.txt FORM 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): OCTOBER 15, 2007 SOFTECH, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-10665 04-2453033 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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 October 15, 2007, SofTech, Inc. issued a press release (the "Press Release") reporting its earnings results for the first quarter of fiscal year 2008. 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 October 15, 2007 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: October 15, 2007 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 SofTech, Inc. dated October 15, 2007 4 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE SOFTECH ANNOUNCES Q1 RESULTS TEWKSBURY, Mass. - October 15, 2007 - SofTech, Inc. (OTCBB:SOFT), a proven provider of product lifecycle management (PLM) solutions, today announced Q1 results. Revenue for Q1 FY 2008 was $2.7 million as compared to $2.5 million for the same period in fiscal 2007. The net profit for the current quarter was $1,000 or $.00 per share as compared to the net loss of ($738,000) or ($.06) per share for the same period in the prior fiscal year. The net profit adjusted for non-cash expenses related to amortization of intangible assets resulting from acquisitions, a non-GAAP financial measure, was $355,000 for the current quarter and the net loss was ($384,000) for the same period in the prior fiscal year. A reconciliation is provided on the attached Financial Summary. The Company's revenue is derived almost entirely from technology acquisitions completed between 1997 and 2002. As a result, management believes the Company's financial profile is very unique, at least in the industry in which it operates. As of August 31, 2007 approximately 66% of its assets are composed of intangible assets related to these acquisitions. For the current quarter, the amortization of these intangible assets was approximately 13% of its total expenses and revenue. Further, the periods over which these intangible costs are expensed are highly judgmental. It is management's opinion that comparing results of operations from period to period and to other companies in our industry absent these non-cash expenses related to acquisitions is a more meaningful measure of our performance given the Company's unique financial profile detailed above. It is also management's belief that this non-GAAP measure of performance is one of the most critical measures of Company valuation for investors. Lastly, this measure of performance has been, and is expected to continue to be, a significant component of the incentive compensation plan for the Company's President. ABOUT SOFTECH SofTech, Inc. (OTCBB: SOFT) is a proven provider of product lifecycle management (PLM) solutions with its flagship ProductCenter(TM) PLM solution, and its computer-aided design and manufacturing (CAD/CAM) products, including CADRA(TM) and Prospector(TM). 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 solutions, including General Electric Company, Goodrich, Honeywell, 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, 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 2007 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, 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: Jean J. Croteau President (978) 640-6222 SOFTECH, INC. FINANCIAL SUMMARY (in thousands, except per share data) STATEMENTS OF OPERATIONS: FOR THE THREE MONTH PERIODS ENDED - ------------------------------------------------------------------------------- AUGUST 31, AUGUST 31, 2007 2006 - ------------------------------------------------------------------------------- Revenue $ 2,716 $ 2,496 - ------------------------------------------------------------------------------- Income from operations 360 (398) - ------------------------------------------------------------------------------- Net income (loss) 1 (738) - ------------------------------------------------------------------------------- Income (loss) per share .00 (.06) - ------------------------------------------------------------------------------- RECONCILIATION OF NET LOSS TO PRO FORMA NET INCOME: The net loss calculated in accordance with GAAP is adjusted below by non-cash expenses related to amortization of intangible assets resulting from acquisitions. It is management's view that this non-GAAP financial measure of cash flow provides important information in understanding the Company's financial performance. FOR THE THREE MONTH PERIODS ENDED - ------------------------------------------------------------------------------- AUGUST 31, AUGUST 31, 2007 2006 - ------------------------------------------------------------------------------- Net income (loss) $ 1 $ (738) - ------------------------------------------------------------------------------- Plus: Non-cash amortization 354 354 - ------------------------------------------------------------------------------- Pro Forma net income (loss) 355 (384) - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----