8-K 1 a4584426.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): March 1, 2004 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 February 24, 2004 99.2 Transcript of Portion of February 24, 2004 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 February 24, 2004, Unify Corporation (the "Company") issued a press release regarding the Company's financial results for its third fiscal quarter ended January 31, 2004. 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 third quarter and the prior year third quarter, as well as a comparison on a year-to-date basis, year over year. 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, including, the affect of certain adjustments on GAAP basis operating expenses in determining non-GAAP operating expenses, in comparison on a year-to-date basis, year over year, which the Company believes 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. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below:
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses: Nine Months Nine Months ended ended Jan 31, 2004 Jan 31, 2003 Variance GAAP Operating Expenses $7,926,000 $7,982,000 Adjustments : Severance Charges (200,000) Write-down of Other Investments (175,000) (50,000) Special Charges (Recoveries) (1) (110,000) 132,000 ------------- ------------- ---------- Non-GAAP Operating Expenses $7,441,000 $8,064,000 $623,000 8% (1) Special charges (recoveries) related primarily to litigation expenses
In the conference call referred to in the press release, the Company also provided the ratio of "end user" software license revenues to "indirect" software license revenues for both the most recently completed third quarter and the prior year third 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, the 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.
Software License Revenue ------------------------ Quarter End Quarter End Nine Months End Nine Months End Jan. 31, 2004 % Jan. 31, 2003 % Jan. 31, 2004 % Jan. 31, 2003 % -------------------------------------------------------------------------------------------------- End user revenue $ 783,000 35% $ 1,189,000 55% $ 1,533,000 23% $ 2,308,000 46% Indirect revenue 402,000 65% 637,000 45% 2,894,000 77% 1,966,000 54% Total Revenue (GAAP) $ 1,185,000 100% $ 1,826,000 100% $ 4,427,000 100% $ 4,274,000 100% =================================================================================================
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. 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: March 1, 2004 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 February 24, 2004 99.2 Transcript of Portion of February 24, 2004 Conference Call