-----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, MISk4ih9+B33N3pU4XunORFY5FDyAmYYUtzKXfal3Fa+vZsuWLk7vTW6xBQvJLnW eBh3QIptX5jM8o9OpLw1eQ== 0001157523-06-011817.txt : 20061130 0001157523-06-011817.hdr.sgml : 20061130 20061130171317 ACCESSION NUMBER: 0001157523-06-011817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061130 DATE AS OF CHANGE: 20061130 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: 061248915 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 a5285198.txt UNIFY CORPORATION 8-K UNITED STATES 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): November 30, 2006 Unify Corporation (Exact name of registrant as specified in its charter) Delaware 001-11807 94-2710559 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) 2101 Arena Boulevard Sacramento, California 95834 (Address of principal executive offices) Registrant's telephone number, including area code: (916) 928-6400 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Result of Operations and Financial Condition On November 30, 2006, Unify Corporation (the "Company" or "Unify") issued a press release regarding the Company's financial results for its fiscal 2007 second quarter ended October 31, 2006. The full text of the Company's press release is attached hereto as Exhibit 99.1. 2 Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated November 30, 2006. 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. Date: November 30, 2006 By: /s/ Steven Bonham -------------------------------------------- Steven Bonham Vice President and CFO (Principal Financial and Accounting Officer) 4 EX-99.1 2 a5285198ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Unify Reports Second Quarter Fiscal 2007 Results Company Achieves Profit from Continuing Operations SACRAMENTO, Calif.--(BUSINESS WIRE)--Nov. 30, 2006--Unify Corp. (OTCBB:UNFY) today announced financial results for the three and six month periods ended Oct. 31, 2006. With the Company's acquisition of Gupta Technologies LLC ("GUPTA") and the sale of the Insurance Risk Management Division announced Nov. 20, 2006, Unify's second quarter results reflect the Company's continuing operations from its development tools and database business and discontinued operations for the Insurance division. Total revenue in the second quarter of fiscal 2007 was $2.2 million, a decrease of $0.2 million or seven percent from fiscal 2006 revenues of $2.4 million. Net loss from all operations for the second quarter was $187,000 or $0.01 loss per share, compared to net income of $5,000 or $0.00 earnings per share in the same period of fiscal 2006. For the first six months, total revenues were $3.9 million, a decrease of $0.9 million, or 19 percent from fiscal 2006 six-month revenues of $4.8 million. Year to date net loss from all operations was $941,000 or $0.03 loss per share, compared to a net loss of $107,000 or $0.00 loss per share in the comparable period last year. The Company ended the second quarter with cash and cash equivalents of $1.4 million, compared to $1.9 million at April 30, 2006. "We are pleased to report that Unify's tools and database business generated net income from continuing operations of $291,000 for the second quarter and was break even for the six-month period," said Todd Wille, chief executive officer of Unify. "In fiscal 2006 the tools and database business generated revenues of $10.3 million with net income of $1.4 million. The division has been a consistently profitable segment for Unify, including covering all of the Company's fixed overhead and public company costs. By acquiring GUPTA and divesting our Insurance division, we have created a go forward business model that will drive significant revenue and earnings growth." "We are excited about the opportunities that the combination of Unify and GUPTA creates and optimistic about our business as we head into our seasonally strong third and fourth quarters," Wille said. "During the remainder of this fiscal year, we expect to finalize our customer, product and people integration, implement our cross selling initiatives, and drive new business for our embedded database, Service-Oriented Architecture (SOA) and web-services development tools, and Lotus Notes migration solutions." Conference Call Unify will hold a conference call to discuss the acquisition and fiscal 2007 second quarter financial results on Thursday, Nov. 30, 2006 at 1:30 Pacific Time. Listeners may dial 888-371-9318 and enter conference ID #8149145. A replay of the conference call will be available until Dec. 14, 2006 by dialing 877-519-4471 and entering the passcode #8149145. The conference call will also be Webcast. Visitors can login at www.unify.com. About Unify Corporation Unify's software development and database solutions deliver a broad set of capabilities for automating business processes, integrating information and delivering collaborative information. Through its industry expertise and market leading technologies, Unify helps organizations drive business optimization, apply governance and increase customer service. Unify is headquartered in Sacramento, Calif., with offices in London, Munich and Paris, and a worldwide network of global distributors and partners. Contact Unify at 916-928-6400 or visit www.unify.com and www.guptaworldwide.com. Legal Notice Regarding Forward-Looking Statements 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 the Company's forward looking statements. Such risks and uncertainties include, but are not limited to general economic conditions in the insurance industry, 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, the Company's ability to attract and retain employees in key positions and the risks and uncertainties associated the acquisition and sale of a significant business unit such as integration of systems, combination of sales forces and business culture issues. In addition, Unify's forward looking statements should be considered in the context of other risks and uncertainties discussed in the Company's SEC filings available for viewing on its web site at "Investor Relations," "SEC filings" or from the SEC at www.sec.gov. UNIFY CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) October 31, April 30, 2006 2006 ----------- ----------- (unaudited) (audited) ASSETS Current assets: Cash and cash equivalents $ 1,357 $ 1,881 Accounts receivable, net 1,469 3,359 Prepaid expenses and other current assets 980 499 Assets held for sale 1,887 1,954 ----------- ----------- Total current assets 5,693 7,693 Property and equipment, net 200 244 Other investments 214 214 Other assets, net 197 200 ----------- ----------- Total assets $ 6,304 $ 8,351 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 385 $ 353 Short-term borrowings and current portion of long-term debt 81 33 Other accrued liabilities 936 713 Accrued compensation and related expenses 478 773 Deferred revenue 1,837 2,880 Liabilities of discontinued operations 1,151 1,284 ----------- ----------- Total current liabilities 4,868 6,036 Other long-term liabilities 79 80 Commitments and contingencies -- -- Stockholders' equity: Common stock 29 29 Additional paid-in capital 63,996 63,937 Accumulated other comprehensive income 23 19 Accumulated deficit (62,691) (61,750) ----------- ----------- Total stockholders' equity 1,357 2,235 ----------- ----------- Total liabilities and stockholders' equity $ 6,304 $ 8,351 =========== =========== UNIFY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Ended Six Months Ended October 31, October 31, ------------------ ----------------- 2006 2005 2006 2005 --------- -------- -------- -------- Revenues: Software licenses $ 785 $ 1,029 $ 1,176 $ 2,060 Services 1,405 1,333 2,748 2,769 --------- -------- -------- -------- Total revenues 2,190 2,362 3,924 4,829 --------- -------- -------- -------- Cost of Revenues: Software licenses 31 121 69 260 Services 256 266 532 573 --------- -------- -------- -------- Total cost of revenues 287 387 601 833 --------- -------- -------- -------- Gross profit 1,903 1,975 3,323 3,996 --------- -------- -------- -------- Operating Expenses: Product development 391 436 767 921 Selling, general and administrative 1,175 1,269 2,449 2,723 Merger expenses (1) 132 0 216 0 --------- -------- -------- -------- Total operating expenses 1,698 1,705 3,432 3,644 --------- -------- -------- -------- Income (loss) from continuing operations 205 270 (109) 352 Other income, net 86 25 109 23 --------- -------- -------- -------- Income from continuing operations before income taxes 291 295 - 375 Provision for income taxes - - - - --------- -------- -------- -------- Net income from continuing operations 291 295 - 375 Loss from discontinued operations, net of taxes (478) (290) (941) (482) --------- -------- -------- -------- Net income (loss) $ (187) $ 5 $ (941) $ (107) ========= ======== ======== ======== Net income (loss) per share: Basic $ (0.01) $ 0.00 $ (0.03) $ 0.00 Dilutive $ (0.01) $ 0.00 $ (0.03) $ 0.00 Shares used in computing net income (loss) per share: Basic 29,524 28,851 29,524 28,736 Dilutive 29,524 29,218 29,524 28,736 (1) Represents accounting, legal and printing expenses related to the merger with Halo Technology Holdings, Inc., which was terminated on September 13, 2006. CONTACT: Unify Corporation Deb Thornton, 916-928-6379 deb@unify.com -----END PRIVACY-ENHANCED MESSAGE-----