-----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, GsJBoKNlC1eJ1ypnYH8fhSYQTJgM3x1dgp/K7YfpUbKEUcCu6kZDlnX6DykXCMJM NELyNGLw6f+IGWNhE0Hy3Q== 0001104659-04-026483.txt : 20040831 0001104659-04-026483.hdr.sgml : 20040831 20040831155937 ACCESSION NUMBER: 0001104659-04-026483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040831 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: VERSANT CORP CENTRAL INDEX KEY: 0000865917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943079392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28540 FILM NUMBER: 041008560 BUSINESS ADDRESS: STREET 1: 6539 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5107891500 MAIL ADDRESS: STREET 1: 6539 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: VERSANT OBJECT TECHNOLOGY CORP DATE OF NAME CHANGE: 19960428 8-K 1 a04-10119_18k.htm 8-K

 

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 31, 2004

 

VERSANT CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

California

(State or Other Jurisdiction of Incorporation)

 

000-28540

 

94-3079392

(Commission File Number)

 

(I.R.S. Employer Identification Number)

 

6539 Dumbarton Circle
Fremont California 94555

(Address of Principal Executive Offices, including Zip Code)

 

(510) 789-1500

(Registrant’s Telephone Number, including Area Code)

 

Not Applicable

(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 (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 OPERATION AND FINANCIAL CONDITION

 

On August 31, 2004, Versant Corporation issued a press release announcing its preliminary financial results for its third fiscal quarter ended July 31, 2004.  A copy of that press release is attached to this Report as Exhibit 99.01 hereto.

 

The information contained in this Report and in the press release attached as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except to the extent that it is expressly stated to be incorporated by specific reference in such filing.

 

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

 

(c)                                  Exhibits

 

Exhibit 99.01 — Press release issued on August 31, 2004*

 


*     This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 

 

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.

 

 

 

VERSANT CORPORATION

 

 

 

 

Date: August 31, 2004

By:  /s/ Lee McGrath

 

 

Lee McGrath, Chief Financial Officer

 

2



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

99.01

 

Press release issued on August 31, 2004.

 

3


EX-99.01 2 a04-10119_1ex99d01.htm EX-99.01

EXHIBIT 99.01

 

FOR IMMEDIATE RELEASE

 

Versant Contact:
Lee McGrath
Chief Financial Officer
Versant Corporation
1-800-VERSANT
510-789-1500
lmcgrath@versant.com

 

Versant IR Contact:
Scott Liolios
Liolios Group, Inc.
949-574-3860
scott@liolios.com

 

Versant Announces Results for Third Quarter 2004

 

Key Highlights: Acquisitions of JDO Genie and US Distributor FastObjects, Inc.

 

Fremont, California, August 31, 2004 - Versant Corporation (NASDAQ: VSNT), today announced results for its third fiscal quarter ended July 31, 2004.

 

Versant reported total revenue of $6.1 million for the third quarter. Data management business revenue for the third quarter was $5.3M. Catalog business revenue for the third quarter was $840,000. Net loss applicable to common shareholders for the third quarter of 2004 was $3.8 million or ($0.11) per share. Loss from operations for the quarter was $3.9 million. Approximately $2.9 million of this loss was from the data management business, however included in this loss was approximately $1.5 million of non-cash expense principally due to goodwill write-offs. Loss from operations for the catalog business was approximately $979,000, including approximately $212,000 restructuring charge.

 

“Third quarter was our first full quarter as a merged company with Poet. We have already seen some of the primary benefits that motivated the merger highlighted by the performance of our European data management business that was the strongest in three years. However, our revenues did not meet our overall expectations primarily because of a shortfall in North American data management revenues,” said Nick Ordon, Versant’s chairman and chief executive officer. “We continued to see cautious buying behavior in North America with the average transaction size smaller than what we saw a year ago.”

 

Key Highlights

 

                  Acquisition of JDO Genie product

 

                  Acquisition of Fast Objects, Inc.

 



 

“We moved our JDO and data access strategy forward significantly with the addition of JDO Genie to Versant’s product line,” said Ordon. “Our launch of this new product at the Java One tradeshow and the initial enthusiastic response from the market demonstrates that the product addresses significant problems in the areas of data persistence and object relational mapping for Java customers. This product line will also be integrated with our .Net persistence products in the near future to give us a strong presence in the Java and .NET marketplaces. We also closed several new customers with JDO Genie in its first quarter of operation including Statoil, Banksys, Misys and T-Systems.”

 

“The acquisition of FastObjects, Inc. was another step in integrating Versant’s and Poet’s businesses”, said Ordon. “We already see the channel consolidation in North America as a positive factor and will continue to see the benefits of this acquisition in the future.”

 

 

Future Outlook

 

Ordon said, “We expect to see modest improvement in North American data management revenues and expect European data management revenues to track consistent with third quarter of 2004. Consistent with Versant’s proven track record of cash and expense management, we expect to take actions to reduce operating expenses by the end of fourth quarter 2004, such that we enter 2005 aligned with the enterprise software business environment as we currently view it. Fortunately, as a merged company we have broader resources to weather the unforeseen shortfall in our North American business.”

 

“We continue to investigate the possibility of identifying a strategic partner or acquirer of our catalog business. In the event we can not successfully conclude a sale of this business, we are committed to its continuing operation. We have taken the actions we view as necessary and expect to operate the catalog business to be cash flow neutral by the end of the fourth fiscal quarter of 2004,” added Ordon.

 

The detailed guidance for the fourth fiscal quarter of 2004 is provided in the attached tables.

 

 

About Versant Corporation

 

Versant Corporation (NASDAQ: VSNT) is an industry leader in data management and open data access software.  Using Versant’s solutions, customers cut hardware costs, speed and simplify development, significantly reduce administration costs and deliver products with a strong competitive edge.  Versant’s solutions are deployed in a wide array of industries including telecommunications, financial services, transportation, manufacturing, and defense.  With over 5,000 installations, Versant has been a highly reliable partner for over 14 years for Global 2000 companies such as British Airways, US Government, Financial Times, IBM, and MCI.  For more information, call 510-789-1500 or visit www.versant.com.

 

 

Forward Looking Statements Involve Risks and Uncertainties

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. Forward-looking statements are statements about future events or forecasts or Versant’s future performance and may be identified by the use of words such as “expects”,

 



 

“anticipates”, “believes” or other similar words or phrases. This press release contains forward-looking statements concerning several matters including, without limitation: guidance regarding Versant’s anticipated operating results for its fourth fiscal quarter in fiscal 2004; the potential impact of Versant’s acquisition of the JDO Genie product on Versant’s acquisition of new customers and its ability to make new deployments of products with existing customers; Versant’s intention to integrate its .Net and JDO Genie product offerings and the effect of that integration on certain markets; the future impact of Versant’s acquisition of FastObjects, Inc. on Versant’s operations and ability to successfully consolidate its sales North American sales channels; the integration of Versant’s and Poet’s businesses and its impact on Versant’s operating results; the expected realization of certain benefits and synergies from Versant’s merger with Poet Holdings, including European operating results. Investors are cautioned that any such forward-looking statements are not guarantees of Versant’s future and that these statements involve risks and uncertainties that may cause Versant’s actual results and the subject matter of these forward-looking statements to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the state of the market for database management products; our ability to timely develop new and relevant products; the impact of competitive technologies and product offerings on our sales and prices; our ability to develop and offer products that successfully and flexibly operate in different computing environments; the performance of our resellers;  our ability to successfully market the JDO Genie and FastObjects products, delays in sales cycles for our products and services, our ability to operate the catalog business at cash flow neutral absent identifying a strategic partner or acquirer, continued integration issues related to our merger with Poet Holdings and our ability to successfully preserve cash. These and other related risks are described in more detail in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Reports on Form 10-K and 10-Q made with the Securities and Exchange Commission. The forward-looking statements included in this press release are made only as of the date of this press release, and the Company has no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

 

Versant, FastObjects and Poet, are either registered trademarks or trademarks of Versant Corporation in the United States and/or other countries. All other products are a registered trademark or trademark of their respective company in the United States and/or other countries.

 

 

Conference Call

 

Versant will host a teleconference to discuss third quarter fiscal 2004 results today after markets close. The details for the earnings call are as follows:

 

Date:

Tuesday, August 31, 2004

Time:

1:30 PM Pacific (4:30 PM Eastern)

Dial-in number:

1-800-473-6123

International:

1-973-582-2706

Internet Simulcast*:

http://www.viavid.net/detailpage.aspx?sid=00001E33

 


*Windows Media Player needed for simulcast. Simulcast is voice only.

 

Dial in 5-10 minutes prior to the start time. An operator will request your name and organization and put you on hold until the call begins. If you have any difficulty connecting, please call the Liolios Group at (949) 574-3860.

 

A replay of the conference call will be available until September 06, 2004

(pass code 5100297)

Toll-free 1-877-519-4471, International 1-973-341-3080

Internet Simulcast: http://www.viavid.net/detailpage.aspx?sid=00001E33

 



 

VERSANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 

 

 

July 31,
2004

 

October 31,
2003

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

5,188

 

$

3,311

 

Accounts receivable, net allowances

 

4,570

 

4,023

 

Other current assets

 

890

 

623

 

Total current assets

 

10,648

 

7,957

 

 

 

 

 

 

 

Property and equipment, net

 

1,153

 

1,232

 

Other assets

 

82

 

543

 

Intangibles, net of accumulated amortization

 

6,466

 

389

 

Goodwill

 

16,523

 

948

 

Total assets

 

$

34,872

 

$

11,069

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Line of credit

 

$

 

$

500

 

Accounts payable

 

845

 

739

 

Accrued liabilities

 

3,745

 

2,148

 

Current portion of deferred revenue

 

3,519

 

3,905

 

Current portion of deferred rent

 

68

 

63

 

Total current liabilities

 

8,177

 

7,355

 

 

 

 

 

 

 

Long-term liabilities, net of current portion:

 

 

 

 

 

Long-term portion of deferred revenue

 

45

 

83

 

Long-term portion of deferred rent

 

262

 

309

 

Total long-term liabilities

 

307

 

392

 

 

 

 

 

 

 

Total liabilities

 

8,484

 

7,747

 

Shareholders’ equity:

 

 

 

 

 

Convertible preferred stock, no par value

 

 

4,912

 

Common stock, no par value

 

94,081

 

57,956

 

Deferred compensation

 

(603

)

 

Accumulated deficit

 

(67,543

)

(59,568

)

Accumulated other comprehensive income

 

453

 

22

 

Total shareholders’ equity

 

26,388

 

3,322

 

 

 

$

34,872

 

$

11,069

 

 



 

VERSANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)

 

 

 

Three Months
Ended
July 31,

 

Nine Months Ended
July 31,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

License

 

$

2,292

 

$

1,903

 

$

7,083

 

$

6,237

 

Maintenance

 

1,957

 

1,501

 

5,257

 

4,599

 

Professional services

 

1,843

 

2,025

 

5,328

 

5,466

 

Total revenue

 

6,092

 

5,429

 

17,668

 

16,302

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

License

 

167

 

17

 

404

 

819

 

Maintenance

 

595

 

343

 

1,384

 

1,055

 

Professional services

 

1,822

 

1,670

 

4,837

 

4,576

 

Amortization of purchased intangibles

 

301

 

24

 

474

 

67

 

Total cost of revenue

 

2,885

 

2,054

 

7,099

 

6,517

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

3,207

 

3,375

 

10,569

 

9,785

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Marketing and sales

 

2,499

 

1,861

 

6,801

 

5,754

 

Research and development

 

2,004

 

971

 

4,455

 

3,380

 

General and administrative

 

1,317

 

685

 

3,540

 

2,315

 

Restructuring charge

 

212

 

 

 

414

 

 

 

Impairment of intangibles

 

1,024

 

 

 

1,024

 

 

 

Non cash stock expense

 

76

 

 

 

99

 

 

 

Total operating expenses

 

7,132

 

3,517

 

16,333

 

11,449

 

 

 

 

 

 

 

 

 

 

 

Total loss from operations

 

(3,925

)

(142

)

(5,764

)

(1,664

)

 

 

 

 

 

 

 

 

 

 

Other income, net

 

102

 

4

 

243

 

138

 

 

 

 

 

 

 

 

 

 

 

Total loss before taxes and deemed dividend

 

(3,823

)

(138

)

(5,521

)

(1,526

)

Provision for income taxes

 

22

 

15

 

68

 

62

 

Net Loss

 

$

(3,845

)

$

(153

)

$

(5,589

)

$

(1,588

)

Deemed dividend to preferred shareholders

 

 

 

 

 

(2,422

)

 

 

Cumulative effect of accounting change

 

35

 

 

 

35

 

 

 

Net loss applicable to common shareholders

 

$

(3,810

)

$

(153

)

$

(7,976

)

$

(1,588

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share applicable to common shareholders

 

$

(.11

)

$

(.01

)

$

(.27

)

$

(.12

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares

 

34,577

 

13,672

 

29,400

 

13,563

 

 



 

VERSANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
ACTUAL RESULTS FOR THE QUARTER ENDED JULY 31, 2004

(In thousands, except per share amounts)

 

 

 

Data
Management

 

Catalog
Business

 

Total
Versant

 

 

 

 

 

 

 

 

 

Revenue

 

5,252

 

840

 

6,092

 

 

 

 

 

 

 

 

 

Gross Margin

 

54

%

46

%

53

%

 

 

 

 

 

 

 

 

Loss From Operations

 

(2,946

)

(979

)

(3,925

)

 

 

 

 

 

 

 

 

Net Loss Applicable to Common Shareholders

 

N/A

 

N/A

 

(3,810

)

 

 

 

 

 

 

 

 

Net Loss Per Share Applicable to Common Shareholders

 

N/A

 

N/A

 

$

(0.11

)

 



 

The following information is a forward-looking statement and does not reflect any
 historical financial results of operation of Versant Corporation and its Subsidiaries

 

VERSANT CORPORATION AND SUBSIDIARIES
GUIDANCE FOR QUARTER ENDING OCTOBER 31, 2004

(In thousands, except per share amounts)

 

 

 

Low End of Guidance Range

 

 

 

 

 

Data
Management

 

Catalog
Business

 

Total
Versant

 

 

 

 

 

 

 

 

 

Revenue

 

5,500

 

800

 

6,300

 

 

 

 

 

 

 

 

 

Gross Margin

 

56

%

45

%

55

%

 

 

 

 

 

 

 

 

Loss From Operations

 

(1,526

)(a)

(334

)

(1,860

)

 

 

 

 

 

 

 

 

Net Loss Applicable to Common Shareholders

 

N/A

 

N/A

 

(1,781

)

 

 

 

 

 

 

 

 

Net Loss Per Share Applicable to Common Shareholders

 

N/A

 

N/A

 

$

(0.05

)

 


(a) Includes:

 

 

 

             amortization of intangible assets. (Primarily those acquired in the Poet acquisition)

 

267

 

             Includes depreciation of fixed assets

 

225

 

             Non Cash Stock Compensation

 

70

 

Total Non Cash Expense Included

 

$

562

 

 

 

 

 

High End of Guidance Range

 

 

 

 

 

Data
Management

 

Catalog
Business

 

Total
Versant

 

 

 

 

 

 

 

 

 

Revenue

 

6,500

 

900

 

7,400

 

 

 

 

 

 

 

 

 

Gross Margin

 

63

%

51

%

61

%

 

 

 

 

 

 

 

 

Income/ (Loss) From Operations

 

(526

)(a)

(234

)

(760

)

 

 

 

 

 

 

 

 

Net Loss Applicable to Common Shareholders

 

N/A

 

N/A

 

(681

)

 

 

 

 

 

 

 

 

Net Loss Per Share Applicable to Common Shareholders

 

N/A

 

N/A

 

$

(0.02

)

 


(a) Includes:

 

 

 

             amortization of intangible assets. (Primarily those acquired in the Poet acquisition)

 

267

 

             Includes depreciation of fixed assets

 

225

 

             Non Cash Stock Compensation

 

70

 

Total Non Cash Expense Included

 

$

562

 

 


-----END PRIVACY-ENHANCED MESSAGE-----