-----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, LsrjAUbhjb56SRnFw60MfImOF9EmNcoPB2LYGouIHbxXeInmbfNg95pdSRdNlpxs EmDCXdEGmlrRrZTvOqeUnA== 0001104659-03-012457.txt : 20030617 0001104659-03-012457.hdr.sgml : 20030617 20030617143254 ACCESSION NUMBER: 0001104659-03-012457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030610 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIFY CORP CENTRAL INDEX KEY: 0000880562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770427069 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11807 FILM NUMBER: 03747148 BUSINESS ADDRESS: STREET 1: 181 METRO DR STREET 2: 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084674500 MAIL ADDRESS: STREET 1: 181 METRO DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 j2104_8k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549-1004

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): June 10, 2003

 

UNIFY CORPORATION

 

(Exact name of Registrant as specified in its charter)

 

Delaware

 

94-2710559

 

001-11807

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

(Commission File No.)

 

 

 

 

 

2101 Arena Blvd, Suite 100
Sacramento, California 95834

(Address of principal executive offices)

 

(916) 928-6400

(Registrant’s telephone number, including area code)

 

 



 

ITEM 7. Financial Statements and Exhibits

 

c) Exhibits.

 

The exhibits listed below are being furnished with this Form 8-K.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release dated June 10, 2003

99.2

 

Transcript of Portion of June 10, 2003 Conference Call

 

ITEM 9. Regulation FD Disclosure.

 

In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, “Results of Operations and Financial Condition,” is instead being furnished under Item 9, “Regulation FD Disclosure.”  The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

On June 10, 2003, Unify Corporation (the “Company”) issued a press release regarding the company’s financial results for its fourth fiscal quarter and year ended April 30, 2003.  The full text of the Company’s press release is attached hereto as Exhibit 99.1.

 

In the conference call referred to in the press release the Company provided certain non-GAAP financial measures, specifically, the ratio of “end user” and “indirect” software license revenues to total revenues for both the most recently completed fiscal year and the prior year.  These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable, the revenue that is being compared.  For example, calculation of end user revenues excludes indirect revenues and vice versa.  A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is set forth below.  The Company believes the non-GAAP measures are useful because they permit investors to evaluate changes in important revenue components that may not be apparent from use of the most directly comparable GAAP financial measure.  The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance.  Non-GAAP financial measures should

 

2



 

not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.  A transcript of the portion of the conference call discussing non-GAAP financial measures is attached hereto as Exhibit 99.2.

 

Software License Revenue

 

 

 

Year End
April 30, 2003

 

%

 

Year End
April 30, 2002

 

%

 

 

 

 

 

 

 

 

 

 

 

End user revenue

 

$

2,786,000

 

47

%

$

2,242,000

 

31

%

 

 

 

 

 

 

 

 

 

 

Indirect revenue

 

3,109,000

 

53

%

5,061,000

 

69

%

 

 

 

 

 

 

 

 

 

 

Total Revenue (GAAP)

 

$

5,895,000

 

100

%

$

7,303,000

 

100

%

 

3



 

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 thereunto duly authorized.

 

Unify Corporation

(Registrant)

 

Date: June 17, 2003

 

 

By:

/s/ Peter J. DiCorti

 

 

Peter J. DiCorti

 

 

Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 

4


EX-99.1 3 j2104_ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Unify Corporation
2101 Arena Blvd.
Sacramento, CA 95834
916-928-6400
www.unify.com

 

FOR IMMEDATE RELEASE

 

Contact:       Deb Thornton

(916) 928-6379

deb@unify.com

 

Unify Corporation Announces Fourth Quarter
and Fiscal Year 2003 Results

 

Unify Achieves Profitability for the Fourth Quarter and Second Consecutive Year

 

SACRAMENTO, Calif., – June 10, 2003 Unify Corporation (OTC BB: UNFY), a global provider of software product solutions, today announced financial results for the fourth quarter and fiscal year ended April 30, 2003.

 

Revenues in the fourth quarter were $3.2 million, a 15 percent decrease, compared to $3.7 million for the fourth quarter of fiscal 2002. Net income for the fourth quarter was $183,000, compared to net income of $791,000 in the fourth quarter of the prior year.  Net income per share was $0.01 per basic and diluted share, compared to net income per share of $0.04, basic and diluted, in the fourth quarter of last year.

 

For fiscal year 2003, total revenues were $12.2 million, down 10 percent, compared to revenues of $13.6 for fiscal 2002.  Net income for fiscal 2003 was $119,000, compared to net income of $1.6 million in fiscal 2002.  Net income per share was $0.01 per basic and diluted share, compared to net income per share of $0.08, basic and diluted, in the prior year.

 

“Although revenues were lower than we anticipated, we were pleased to end the quarter and the fiscal year with a profit for the second consecutive year,” said Todd Wille, president and CEO of Unify.  “We are energized about the upward demand for Unify NXJ, having 25 customers to date.  The coming year is about executing on fresh strategies to grow market acceptance for Unify NXJ, as well as driving revenue growth with all our products.”

 

“Our mission is to deliver product solutions for companies seeking business advantages through Web applications.  Going to the Web means increased revenue, enriched customer relationships and enhanced operational effectiveness, but it also represents a complex and expensive IT challenge. Unify gives companies the combined benefits of building a custom application and buying a packaged application – flexibility, speed to market and reduced total cost of ownership.  Unify NXJ makes it radically easy and cost-effective for companies to extend their business applications to the Web,” added Wille.

 

-more-

 



 

“I look forward to working with Jim Kanir, our new vice president of sales and marketing, to refocus the organization, making needed investments during the year to enhance our competitive positioning and drive future revenues and operating profit,” concluded Wille.

 

Balance Sheet

 

The Company ended the fiscal year with $3 million in cash, up from cash of $2.6 million at the end of the third quarter, and flat compared to cash of $3 million at the end of fiscal 2002.  Stockholders’ equity at the end of the year was $1.5 million, compared to stockholders’ equity of $971,000 at the end of fiscal 2002.  Additionally, the Company reported working capital of $658,000 at the end of fiscal 2003.

 

Customers

 

During the fourth quarter, Unify had a number of wins across vertical and geographic markets including, Doshiyou RFP, Florida Medical Records Services, Giga Consulting, JC21, Lourdes Memorial Hospital, Inc., Pioneer Shared Services, Corp., Pittsburgh Job Corps, and University of Wisconsin.

 

Highlights

 

During fiscal year 2003, Unify:

                  Earned significant repeat business from existing customers, including bioMèrieux, Citra, GlaxoSmithKline, GMAC Leasing, Science Application International Corp., Sescoi France, Travel Centers of America, Triple G Systems Group and Unify Japan Distribution.

                  Launched Unify NXJ during the Gartner Symposium ITxpo in Oct. 2002.

                  Secured 25 new Unify NXJ customers, including Amerillium Systems, Inc., Cast & Crew, Celebrity Software, Corporate Express, Fernando Chinaglia, IDS, MDSI, Net Team, Telios and Vinci Park.

                  Announced the appointment of Tery Larrew, CEO of Vericept, to the Board of Directors.

                  Appointed Pete DiCorti as vice president of finance and administration, and CFO.

                  Appointed Greg Tsutaoka as vice president of business development.

                  Became listed on the over-the-counter bulletin board exchange.

 

Conference Call

 

Unify will hold its conference call, open to all interested parties, on Tuesday, June 10, 2003 at 2 p.m. Pacific Time.  Listeners should dial 800-231-5571 prior to the start of the conference call.  The conference call will also be Webcast.  Online listeners should visit www.unify.com/investors prior to the start of the call for login information.  A replay of the conference call will be available until June 24, 2003 by dialing 877-519-4471 and entering the passcode 3939531.

 

2



 

About Unify Corporation

 

Unify Corporation (OTCBB: UNFY) is a global provider of software product solutions that helps companies deliver robust and reliable Web and business applications in less time, at a lower cost and with significantly reduced maintenance.  More than 2,000 organizations around the world use Unify solutions to deliver applications that enhance revenue opportunities, improve operational effectiveness, and enrich customer relationships. Unify’s customers include AT&T, Boeing, Credit Lyonnais, Citigroup Inc., Fannie Mae, Fuji Electric Co. Ltd, GlaxoSmithKline, Heineken, Sescoi, Triple G Systems Group and Wells Fargo.  Founded in 1980, Unify is headquartered in Sacramento, Calif., and has offices in the UK and France, in addition to a worldwide network of distributors. Further information is available at www.unify.com.

 

This press release contains “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934 as amended. Forward looking statements are denoted by such phrases as “…to refocus the organization, making needed investments during the coming year to enhance our competitive positioning and drive future revenues and operating profit…” “the coming year for us is about executing on fresh strategies to grow market acceptance for NXJ, as well as, drive revenue growth with all our products” and similar words and phrases that refer to anticipated future events or performance of the business of the Company. These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by our forward looking statements. Such risks and uncertainties include, but are not limited to general economic conditions in the computer and software industries, domestically and worldwide, the Company’s ability to keep up with technological innovations in relation to its competitors, product defects or delays, developments in the Company’s relationships with its customers, distributors and suppliers, changes in pricing policies of the Company or its competitors and the Company’s ability to attract and retain employees in key positions. In addition, Unify’s forward looking statements should be considered in the context of other risks and uncertainties discussed in our SEC filings available for viewing on its web site at “Investor Relations,” “SEC filings” or from the SEC at www.sec.gov.

 

# # #

 

3



 

UNIFY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

April 30,
2003

 

April 30,
2002

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,030

 

$

2,993

 

Accounts receivable, net

 

2,504

 

3,279

 

Prepaid expense & other current assets

 

290

 

339

 

Total current assets

 

5,824

 

6,611

 

 

 

 

 

 

 

Property and equipment, net

 

345

 

396

 

Other investments

 

392

 

589

 

Other assets

 

114

 

121

 

Total assets

 

$

6,675

 

$

7,717

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Account payable

 

$

556

 

$

626

 

Notes payable to minority interest stockholders

 

0

 

291

 

Accrued compensation and related expenses

 

652

 

689

 

Current portion of long term debt

 

200

 

240

 

Other accrued liabilities

 

822

 

1,372

 

Deferred revenue

 

2,936

 

3,328

 

Total current liabilities

 

5,166

 

6,546

 

 

 

 

 

 

 

Long term debt

 

0

 

200

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

21

 

20

 

Paid in capital

 

59,339

 

59,088

 

Note receivable from stockholder

 

(60

)

(60

)

Accumulated other comprehensive loss

 

(43

)

(210

)

Accumulated deficit

 

(57,748

)

(57,867

)

Total stockholders’ equity

 

1,509

 

971

 

Total liabilities and stockholders’ equity

 

$

6,675

 

$

7,717

 

 

4



 

UNIFY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands)

(unaudited)

 

 

 

Three Months Ended
April 30,

 

Twelve Months Ended
April 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Revenues:

 

 

 

 

 

 

 

 

 

Software Licenses

 

$

1,622

 

$

2,241

 

$

5,895

 

$

7,303

 

Services

 

1,548

 

1,489

 

6,278

 

6,297

 

Total revenues

 

3,170

 

3,730

 

12,173

 

13,600

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenues:

 

 

 

 

 

 

 

 

 

Software licenses

 

57

 

92

 

263

 

498

 

Services

 

270

 

280

 

1,133

 

1,442

 

Total cost of revenues

 

327

 

372

 

1,396

 

1,940

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

2,843

 

3,358

 

10,777

 

11,660

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Product development

 

948

 

1,072

 

4,108

 

4,099

 

Selling, general and administrative

 

1,619

 

1,492

 

6,523

 

6,016

 

Write-down of other investments

 

150

 

200

 

200

 

1,300

 

Special charges (recovery)

 

0

 

39

 

(132

)

(1,276

)

Total operating expenses

 

2,717

 

2,803

 

10,699

 

10,139

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

126

 

555

 

78

 

1,521

 

Other income (expense), net

 

(1

)

181

 

3

 

36

 

Income before income taxes

 

125

 

736

 

81

 

1,557

 

Benefit for income taxes

 

(58

)

(55

)

(38

)

(10

)

Net income

 

$

183

 

$

791

 

$

119

 

$

1,567

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.01

 

$

0.04

 

$

0.01

 

$

0.08

 

Dilutive

 

$

0.01

 

$

0.04

 

$

0.01

 

$

0.08

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

21,164

 

20,373

 

20,939

 

20,232

 

Dilutive

 

21,657

 

21,397

 

21,693

 

20,779

 

 

5


EX-99.2 4 j2104_ex99d2.htm EX-99.2

Exhibit 99.2

 

Transcript of Portion of June 10, 2003 Conference Call Discussing Certain Non-GAAP Financial Measures

 

Peter J. DiCorti (CFO):

 

“End user revenue was 47 percent of total revenue, up significantly from 31 percent in the prior year.  Indirect revenue, which consists of Unify’s ISV, solutions integrator and distributor channels, accounted for 53 percent of total revenue, compared to 69 percent of total revenue for fiscal 2002.”

 


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