-----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, CvxlGfHkRfLsOzXJtxPG9vI7jUyiYS6/8NA42Msz0qa6+LorN42E0vU8s5fefm8J ZVjMvxJ1eWs1I5mPWjpuGA== 0001157523-03-007046.txt : 20031203 0001157523-03-007046.hdr.sgml : 20031203 20031203121648 ACCESSION NUMBER: 0001157523-03-007046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: FILED AS OF DATE: 20031203 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: 031034555 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 a4527057.txt UNIFY CORPORATION 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): December 3, 2003 UNIFY CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-11807 94-2710559 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 2101 Arena Blvd. 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 Exhibit Number Description - -------------- ----------- 99.1 Press release dated November 25, 2003 99.2 Transcript of Portion of November 25, 2003 Conference Call Item 12. Result of Operations and Financial Condition 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 Exchange 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 November 25, 2003, Unify Corporation (the "Company") issued a press release regarding the Company's financial results for its second fiscal quarter ended October 31, 2003. The full text of the Company's press release is attached hereto as Exhibit 99.1 In the press release the Company provided certain non-GAAP financial measures, specifically, the reconciliation of GAAP net income to non-GAAP net income (loss) for both the most recently completed fiscal quarter the prior year second fiscal quarter. Reflected in the reconciliation were certain adjustments included in the measurement of GAAP net income that the Company believes are useful in explaining to investors its net income (loss) from ongoing operations. The Company believes this non-GAAP measure is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure. In the conference call referred to in the press release, the Company provided certain non-GAAP financial measures, specifically, the ratio of "end user" software license revenues to "indirect" software license revenues for both the most recently completed second quarter and the prior year second quarter, as well as a comparison on a year-to-date basis, year over 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 excluded indirect revenues and vice versa. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below. The Company believes these 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 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 portions of the conference call discussing Non-GAAP financial measures is attached hereto as Exhibit 99.2.
Software License Revenue ------------------------ Quarter End Quarter End Six Months End Six Months End Oct. 31, 2003 % Oct. 31, 2002 % Oct. 31, 2003 % Oct. 31, 2002 % ---------------------------------------------------------------------------------------------------- End user revenue $ 490,000 35% $ 743,000 55% $ 750,000 23% $ 1,119,000 46% Indirect revenue 916,000 65% 600,000 45% 2,492,000 77% 1,329,000 54% Total Revenue (GAAP) $ 1,406,000 100% $ 1,343,000 100% $ 3,242,000 100% $ 2,448,000 100% ====================================================================================================
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: December 3, 2003 By: /s/ Peter J. DiCorti -------------------------------------------------- Peter J. DiCorti Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release dated November 25, 2003 99.2 Transcript of Portion of November 25, 2003 Conference Call EX-99 3 a4527057ex991.txt UNIFY CORPORATION PRESS RELEASE Exhibit 99.1 Unify Corporation Reports Second Quarter 2004 Results; Year over Year Six Month Total Revenue Increases 10 Percent; Software License Revenues Up 32 Percent SACRAMENTO, Calif.--(BUSINESS WIRE)--Nov. 25, 2003--Unify Corporation (OTCBB:UNFY) today announced financial results for the second quarter of fiscal 2004 ended October 31, 2003. Total revenues in the second quarter were $2.8 million, a four percent decrease, compared to total revenues of $2.9 million for the second quarter of fiscal 2003. Second quarter software license revenues were $1.4 million, a five percent increase, compared to $1.3 million in the same period of last fiscal year. GAAP net income for the second quarter was $61,000, or $0.00 earnings per share, compared to a net loss of ($85,000), or $(0.00) loss per share in the second quarter of the prior year. Gross margin for the quarter was 85 percent, compared to 87 percent in the second quarter of last year. Non-GAAP net income for the second quarter was $114,000, compared to a net loss of ($111,000) in the second quarter of last year. Non-GAAP net income excludes severance charges, write-down of the Company's investments and other special charges (recoveries). Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss): Quarter Quarter Six Months Six Months Ended Ended ended ended Oct. 31, Oct. 31, Oct. 31, Oct. 31, 2003 2002 2003 2002 GAAP Net Income (Loss) $61,000 ($85,000) ($83,000) ($370,000) Adjustments : Severance charges 200,000 Write-down of other investments 175,000 20,000 Special Charges (Recoveries) (1) 53,000 (26,000) 102,000 (132,000) --------- ---------- --------- ----------- Non-GAAP Net Income (Loss) $114,000 ($111,000) $394,000 ($482,000) ========= ========== ========= =========== (1) Special charges (recoveries) related primarily to litigation expenses For the six-month period ended October 31, 2003, revenue totaled $6.1 million, a 10 percent increase, compared to total revenues of $5.6 million for the comparable period of fiscal 2003. On a year-to-date basis, GAAP net loss in the first six months was ($83,000) or ($0.00) loss per share, compared to GAAP net loss of ($370,000) or ($0.02) loss per share for the first six months of last year. On a Non-GAAP basis, net income for the first six months was $394,000, compared to a Non-GAAP net loss of ($482,000) in the same period of the prior year. "For the first six months of this year, revenue is up 10 percent and, more importantly, software license revenues, a primary indicator of new sales activity, are up 32 percent," said Todd Wille president and CEO of Unify. "One of the reasons sales are increasing is because Unify NXJ is gaining traction in both domestic and international markets. This past quarter we made a record number of Unify NXJ sales for the quarter. This is particularly encouraging as we achieved this improved sales momentum while transitioning an entirely new sales management team and organizational structure, and orchestrating the launch of Unify NXJ 10." The Company ended the second quarter with $2.6 million in cash and cash equivalents, compared to $2.5 million at the end of the first quarter of fiscal 2004 and $2.2 million at the end of the second quarter of fiscal 2003. Stockholders' equity at the end of the second quarter was $1.6 million, compared with $1.5 million at the end of the first quarter of fiscal 2004 and $899,000 at the end of the second quarter of fiscal 2003. During the second quarter, Unify: -- Added several new customers including Anite Travel Systems Ltd., Focus Health Care Management, Hali Technology and Mauffrey. -- Earned repeat business from long-standing customers including Business Console Limited, Citra, Credit Lyonnais, Layher, McCann Erickson, PFU Tokyo, Prime Clinical Systems, Inc., Scholastic Inc., Triple G Systems Group and Verizon Communications. -- Closed 17 Unify NXJ deals to five Independent Software Vendors and 12 corporate IT organizations. -- Brought the total number of Unify NXJ customers to 45 since launching the product. -- Hired a new sales director and two new sales representatives. -- Attended the Gartner Symposium ITxpo for marketing and lead generation of Unify NXJ. Business Outlook The Company affirms its previous guidance that it expects to grow revenues 10 to 20 percent compared to fiscal year 2003. Conference Call Unify will hold its quarterly conference call, open to all interested parties, on Nov. 25, 2003, beginning 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 Dec. 12, 2003 by dialing 877-519-4471 and entering the pass code 4300988. About Unify Unify Corporation (OTCBB:UNFY), is a global enterprise software company. Leveraging 23 years of software innovation to more than 2,000 customers and 300 ISV partners worldwide, Unify delivers the market's only comprehensive, vendor-independent application platform that is easy, powerful and open. With Unify solutions, customers are able to deliver applications that significantly enhance revenue opportunities, improve operational effectiveness and enrich customer relationships. Customers include bioMerieux, Inc., Boeing, Credit Lyonnais, Citigroup Inc., Fannie Mae, GlaxoSmithKline, Heineken, PCN, Travel Centers of America, 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. Visit Unify 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 words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and other variations of such words and similar expressions are intended to identify such forward-looking statements. 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. Note to Editors: Trademarks Unify is a registered trademark of Unify Corporation. Unify NXJ is a trademark of Unify Corporation. Java, and J2EE are registered trademarks of Sun Microsystems, Inc., in the United States and other countries. Other brands or product names shown are trademarks of their respective owners. UNIFY CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) October 31, April 30, 2003 2003 Assets Current assets: Cash and cash equivalents $ 2,634 $ 3,030 Accounts receivable, net 2,353 2,504 Prepaid expense & other current assets 393 290 --------- --------- Total current assets 5,380 5,824 Property and equipment, net 319 345 Other investments 214 392 Other assets 124 114 --------- --------- Total assets $ 6,037 $ 6,675 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 625 $ 556 Current portion of long term debt 190 200 Other accrued liabilities 700 822 Accrued compensation and related expenses 634 652 Deferred revenue 2,193 2,936 --------- --------- Total current liabilities 4,342 5,166 Long-term debt 46 0 Stockholders' equity: Common stock 22 21 Paid in capital 59,461 59,339 Note receivable from stockholder 0 (60) Accumulated other comprehensive loss (3) (43) Accumulated deficit (57,831) (57,748) --------- --------- Total stockholders' equity 1,649 1,509 --------- --------- Total liabilities and stockholders' equity $ 6,037 $ 6,675 ========= ========= UNIFY CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Ended Six Months Ended October 31, October 31, 2003 2002 2003 2002 -------- --------- --------- -------- Revenues: Software Licenses $ 1,406 $ 1,343 $ 3,242 $ 2,448 Services 1,398 1,588 2,863 3,121 -------- --------- --------- -------- Total revenues 2,804 2,931 6,105 5,569 -------- --------- --------- -------- Cost of Revenues: Software licenses 101 66 187 134 Services 328 305 648 539 -------- --------- --------- -------- Total cost of revenues 429 371 835 673 Gross margin 2,375 2,560 5,270 4,896 -------- --------- --------- -------- Operating Expenses: Product development 672 1,063 1,679 2,189 Selling, general and administrative 1,580 1,611 3,384 3,182 Write-down of other investments 0 0 175 20 Special charges (recoveries) 53 (26) 102 (132) -------- --------- --------- -------- Total operating expenses 2,305 2,648 5,340 5,259 -------- --------- --------- -------- Income (loss) from operations 70 (88) (70) (363) Other income (expense), net (1) 16 (3) 6 -------- --------- --------- -------- Income (loss) before income taxes 69 (72) (73) (357) Provision for income taxes 8 13 10 13 -------- --------- --------- -------- Net income (loss) $ 61 $ (85) $ (83) $ (370) ======== ========= ========= ======== Net income (loss) per share: Basic $ 0.00 $ (0.00) $ (0.00) $ (0.02) Dilutive $ 0.00 $ (0.00) $ (0.00) $ (0.02) Shares used in computing net income (loss) per share: Basic 21,474 20,873 21,408 20,764 Dilutive 22,594 20,873 21,408 20,764 CONTACT: Unify Corporation Deb Thornton, 916-928-6379 deb@unify.com EX-99 4 a4527057ex992.txt UNIFY CORPORATION EXHIBIT 99.2 Exhibit 99.2 Transcript of Portion of November 25, 2003 Conference Call Discussing --------------------------------------------------------------------- Certain Non-GAAP Financial Measures ----------------------------------- Peter J. DiCorti (CFO): Second quarter net income was $61,000, or zero cents per basic and diluted share, compared to a net loss of ($85,000) in the second quarter of the prior year. Non-GAAP net income, which excludes the effect of special charges or recoveries, was $114,000. This compares to a Non-GAAP net loss of ($111,000) in the second quarter of last year. On a year to date basis, the net loss for the first six months of was ($83,000) or zero cents loss per share, compared to a net loss of ($370,000) or ($0.02) loss per share for the first six months of last year. On a Non-GAAP basis, we had net income of $394,000 for the first six months, versus a Non-GAAP net loss of ($482,000) for the first six months in fiscal 2003. For the second quarter, end user revenue was 35 percent of total revenue, down from 55 percent in Q2 of the prior year. Indirect revenue, which consists of Unify's ISV, solutions integrator and distributor channels, accounted for 65 percent of total revenue in Q2, compared to 45 percent for the second quarter of last year. End user revenue year-to-date was 23 percent, down from 46 percent last year, while indirect revenue was 77 percent compared to 54 percent last fiscal year. -----END PRIVACY-ENHANCED MESSAGE-----