-----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, UmfY2jIhy1XUAw0Dt2ydJqrZwby/N+pITbQpcV3RDcP88G4yE7AGDJHqePQdC7D6 c5Faqc5NHaSgh+/hGimpIw== 0001072613-07-002866.txt : 20071127 0001072613-07-002866.hdr.sgml : 20071127 20071127131530 ACCESSION NUMBER: 0001072613-07-002866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 071268427 BUSINESS ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 978-441-2200 MAIL ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 form-8k_15600.htm FORM 8-K DATED NOVEMBER 26, 2007 WWW.EXFILE.COM, INC. -- 888-775-4789 -- DATAWATCH CORPORATION -- FORM 8K


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)   November 26, 2007


Datawatch Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-19960
02-0405716
(Commission File Number)
(IRS Employer Identification No.)

Quorum Office Park
271 Mill Road
Chelmsford, Massachusetts
01824
(Address of Principal Executive Offices)
(Zip Code)

(978) 441-2200

(Registrant’s Telephone Number, Including Area Code)
 
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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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 November 27, 2007, Datawatch Corporation (the “Company”) issued a press release regarding its financial results for its quarter and fiscal year ended September 30, 2007.  A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02, including in Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On November 26, 2007, the Board of Directors of the Company approved discretionary bonus payments to executive officers of the Company.  The bonus payments were for fiscal year 2007, which ended on September 30, 2007.  The bonuses for executive officers were as follows:

Name and Title
 
Bonus
 
Robert W. Hagger
President and Chief Executive Officer
  $
153,000
 
         
Ken Bero
Chief Operating Officer
  $
81,000
 
         
John H. Kitchen
Senior Vice President, Server and Desktop Solutions
  $
54,000
 
         
Murray Fish
Chief Financial Officer
  $
14,000
 

The Compensation and Stock Committee of the Board of Directors (the “Committee”) also approved a fiscal 2008 Corporate Officers Compensation Plan, which provides that up to 15% of the Company’s net income (before the grant of any awards) is to be available in the aggregate for bonus payments to the Company’s executive officers at the end of the 2008 fiscal year.  The Committee will have the final authority to determine whether any bonuses are paid and if so, the amount of such bonuses.  The Committee reserves the right to make adjustments to the plan at any time.  At the Committee’s discretion, amounts intended for the bonus pool may be accrued at the end of each fiscal quarter, but no amounts will be awarded until the results for the 2008 fiscal year are available.
 
- 2 -

Item 9.01
Financial Statements and Exhibits

(d)           Exhibits

The following Exhibit is filed as part of this report:
 
 
  Exhibit No. Description
     
 
99.1
Press Release dated November 27, 2007
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 3 -

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.
 

 
 
 
DATAWATCH CORPORATION
 
 
   
Date:               November 27, 2007
 
 
By:  /s/ Robert W. Hagger 
 
Name:   Robert W. Hagger
 
Title:     President and Chief Executive Officer
   
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
- 4 -

EX-99.1 2 exh99-1_15600.htm PRESS RELEASE WWW.EXFILE.COM, INC. -- 888-775-4789 -- DATAWATCH CORPORATION -- EXHIBIT 99.1 TO FORM 8K
EXHIBIT 99.1

FOR IMMEDIATE RELEASE

DATAWATCH CORPORATION REPORTS RESULTS FOR FOURTH QUARTER AND FISCAL YEAR END 2007

§  
Year-over-Year Quarterly Revenue Grows 29%
§  
Annual Revenue Increases 21%
§  
Company Returns to Profitability with $1.7M in Annual Net Income

 
Chelmsford, MA—November 27, 2007—Datawatch Corporation (NASDAQ-CM: DWCH), a leader in Enterprise Information Management (EIM), today announced results for its fourth quarter and fiscal year ended September 30, 2007.

Revenues for the quarter ended September 30, 2007 were $6,851,000, up by 29 percent when compared to $5,326,000 for the quarter ended September 30, 2006. Net income for the fourth quarter of fiscal 2007 was $829,000, or $0.14 per diluted share, compared to a net loss of $(530,000), or $(0.10) per diluted share, for the fourth quarter of fiscal 2006.

Revenues for the year ended September 30, 2007 were $25,259,000, up by 21 percent when compared to $20,811,000 for the year ended September 30, 2006. Net income for the year ended September 30, 2007 was $1,669,000, or $0.28 per diluted share, compared to a net loss of $(555,000), or $(0.10) per diluted share, for the year ended September 30, 2006.

As of September 30, 2007, the company had $3,841,000 in net cash and cash equivalents, an increase of $1,979,000, or 106 percent, compared to September 30, 2006. In February 2007, the company also completely paid down its loan of $1,000,000 and has no long-term debt.

Commenting on the year-end results, President and CEO Robert W. Hagger said, “We are very pleased with the double-digit revenue growth we experienced in both the current quarter and the full fiscal year. Our strong management team has been built with future company growth in mind.  Over the past year, we have strategically reorganized the business; centralizing development, support and services to prepare us for this growth. Since Ken Bero, COO and senior VP of sales, joined us from Business Objects in June 2006, he and his team have done a tremendous job helping me to reposition the company.”

On October 22, 2007, the company announced that Mr. Hagger will retire from his position as president and CEO effective December 31, 2007. The Board of Directors named Mr. Bero as his successor, with his appointment to be effective on January 1, 2008.

“Datawatch’s leadership position in the EIM market allows us to take advantage of the increasing intersection of Business Intelligence and Content Management, as evidenced by strong sales and critical strategic partnerships with companies including Microsoft, IBM and Hyland Software,” said Mr. Bero. “It’s clear from the traction we are realizing in the market that customers benefit from our ability to turn existing business documents and reports into live, actionable data for analysis and better business decision making.

“During the last quarter, Datawatch continued to experience strong demand for its world-leading report mining and analytics solution, Monarch V9, which was released in February 2007. In addition to strong sales of Monarch V9, the quarter saw the continued robust growth of the company’s enterprise business.

“During the year, Datawatch also significantly enhanced its product portfolio with easy-to-use products that help customers improve business intelligence across the organization with dramatically reduced time, cost and complexity.  New products include an e-mail archiving solution, Datawatch|MailManager, which helps organizations maximize e-mail storage efficiency, manage the e-mail lifecycle, and fulfill regulatory and e-discovery requirements.  In addition, Datawatch introduced a web-enabled enterprise BPM Solution, BDS|Workflow; and optimized versions of Datawatch’s web-based report mining and analysis solution, Monarch|RMS (Report Mining Server), for use with the IBM Content Manager OnDemand and Hyland Software OnBase enterprise content management (ECM) software suites.

 
 

 
“In 2007, Microsoft selected Datawatch as a High Potential Managed Independent Software Vendor (ISV) because of Datawatch’s ability to add significant value to SQL Server and Microsoft Office, including Excel and SharePoint Server,” concluded Mr. Bero.

As previously announced, Datawatch will host a live webcast to discuss its fourth quarter and fiscal year 2007 results today at 2:00 p.m. (EST). The webcast can be accessed at: http://www.vcall.com/IC/CEPage.asp?ID=122251.  Please register at least 15 minutes early to download any necessary audio software. An archive of the broadcast will be available for 30 days at the same location.

Datawatch will attend the The Wall Street Analyst Forum on Wednesday, November 28, 2007, at The Princeton Club, 15 W. 43rd St., New York, NY.  Mr. Bero will discuss how the recent wave of BI acquisitions is expected to create future market opportunities for the company.  A live webcast of the event can be accessed at: http://www.wsw.com/webcast/wsaf5/dwch.  Those interested in attending the conference in person are encouraged to visit: www.analyst-conference.com for details.

ABOUT DATAWATCH CORPORATION
Datawatch Corporation, (NASDAQ-CM: DWCH), a leader in Enterprise Information Management, helps companies make better decisions and solve business problems by simplifying access to information. Unique among EIM vendors, Datawatch transforms the massive amounts of data and documents generated inside or outside a company into actionable insight, without any changes needed to existing systems. Datawatch customers benefit from the right information, in the right context, at the right time. More than 20,000 organizations worldwide rely on Datawatch products including its market-leading Monarch report and data mining solutions. Founded in 1985, Datawatch is based in Chelmsford, Mass. with offices in London, Sydney and Manila. For more information, visit www.datawatch.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: risks associated with the uncertainty of the current economic climate; risks associated with fluctuations in quarterly operating results; Datawatch's dependence on its principal products; risks associated with international sales; risks associated with distributor sales; risks associated with acquisitions; an unfavorable result in any litigation; market acceptance of new products; dependence on the introduction of new products and possible delays in those introductions. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly-available documents, which include, but are not limited to, filings made by Datawatch from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2006 and Quarterly Reports on Form 10-Q for the quarters ended December 31, 2006, March 31, 2007 and June 30, 2007. Any forward-looking statements should be considered in light of those factors.

Datawatch, the Datawatch logo, Monarch, Datawatch|MailManager and BDS|Workflow are trademarks or registered trademarks of Datawatch Corporation in the United States and/or other countries. All other names are trademarks or registered trademarks of their respective companies.

# # #
Investor Contact:
Datawatch Investor Relations
978-441-2200 ext. 8323
investor@datawatch.com

Media Contacts:
Lisa G. Kilpatrick
Marketing Communications Manager
lisa_kilpatrick@datawatch.com
Phone: (978) 441-2200, ext. 8240
Fax: (978) 453-4443

Susan Willson
Greenough Communications
swillson@greenoughcom.com
Direct: (617) 275-6529

 
 

 
DATAWATCH CORPORATION
Condensed Consolidated Statements of Operations
Amounts in Thousands (except per share data)
(Unaudited)
 
 
   
Three Months Ended September 30,
   
Year Ended September 30,
 
   
2007
   
2006
   
2007
   
2006
 
REVENUE:
                       
Software licenses and subscriptions
  $
4,066
    $
3,161
    $
14,852
    $
13,145
 
Maintenance and services
   
2,785
     
2,165
     
10,407
     
7,666
 
Total revenue
   
6,851
     
5,326
     
25,259
     
20,811
 
                                 
COSTS AND EXPENSES:
                               
Cost of software licenses and subscriptions
   
681
     
525
     
2,468
     
2,268
 
Cost of maintenance and services
   
1,003
     
1,145
     
3,941
     
3,949
 
Sales and marketing
   
2,293
     
2,499
     
9,293
     
9,136
 
Engineering and product development
   
708
     
667
     
2,951
     
2,094
 
General and administrative
   
1,389
     
991
     
4,872
     
3,898
 
Total costs and expenses
   
6,074
     
5,827
     
23,525
     
21,345
 
                                 
INCOME (LOSS) FROM OPERATIONS
   
777
     
(501
)    
1,734
     
(534
)
Other income (expense), net
   
110
     
(8
)    
68
     
15
 
                                 
INCOME (LOSS) BEFORE INCOME TAXES
   
887
     
(509
)    
1,802
     
(519
Provision for income taxes
   
58
     
21
     
133
     
36
 
                                 
NET INCOME (LOSS)
  $
829
    $ (530 )   $
1,669
    $ (555 )
                                 
                                 
Net income (loss) per share - Basic
  $
0.15
    $ (0.10 )   $
0.30
    $ (0.10 )
                                 
Net income (loss) per share - Diluted
  $
0.14
    $ (0.10 )   $
0.28
    $ (0.10 )
                                 
                                 
Weighted Average Shares Outstanding – Basic
   
5,629
     
5,512
     
5,558
     
5,481
 
                                 
Weighted Average Shares Outstanding – Diluted
   
6,015
     
5,512
     
5,929
     
5,481
 
 
 
 
 

 
DATAWATCH CORPORATION
Condensed Consolidated Balance Sheets
Amounts in Thousands
 
   
September 30,
   
September 30,
 
   
2007
   
2006
 
   
(unaudited)
   
(unaudited)
 
             
Cash and cash equivalents
  $
3,841
    $
1,862
 
Accounts receivable, net
   
4,174
     
3,786
 
Inventories
   
48
     
37
 
Prepaid expenses
   
527
     
653
 
Total current assets
   
8,590
     
6,338
 
Property and equipment, net
   
856
     
1,129
 
Intangible and other assets, net
   
8,891
     
8,558
 
                 
    $
18,337
    $
16,025
 
                 
                 
Line of credit
  $
    $
1,000
 
Accounts payable and accrued expenses
   
4,054
     
3,121
 
Deferred revenue - current portion
   
4,486
     
4,468
 
Accrued cost of acquisition - IDARS business
   
329
     
215
 
Total liabilities
   
8,869
     
8,804
 
                 
Total long-term liabilities
   
448
     
266
 
                 
                 
Total shareholders’ equity
   
9,020
     
6,955
 
                 
    $
18,337
    $
16,025
 
-----END PRIVACY-ENHANCED MESSAGE-----