-----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, H6Gg5nPsa0NBgE6+ISw4w9bI+9BcA03kkC1Lp9eAL4qWGuKvKiLH4rDG8UqyKwBc 2R0u4m5fsCy9az7C2oMxhg== 0001206774-06-001980.txt : 20060915 0001206774-06-001980.hdr.sgml : 20060915 20060914211653 ACCESSION NUMBER: 0001206774-06-001980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060914 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060915 DATE AS OF CHANGE: 20060914 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: 061092037 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 uc111879.htm FORM 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):
September 14, 2006

Unify Corporation

(Exact name of registrant as specified in its charter)


Delaware

 

001-11807

 

94-2710559

(State or other jurisdiction
of incorporation)

 

(Commission
File No.)

 

(I.R.S. Employer
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):

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.

Result of Operations and Financial Condition

          On September 14, 2006, Unify Corporation (the “Company” or “Unify”) issued a press release regarding the Company’s financial results for its fiscal 2007 first quarter ended July 31, 2006. The full text of the Company’s press release is attached hereto as Exhibit 99.1

          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 of a significant business unit. 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.

2


Item 9.01          Financial Statements and Exhibits.

               (c)       Exhibits.

 

Exhibit No.

 

Description

 


 


 

99.1

 

Press release dated September 14, 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: September 14, 2006

By:

/s/ Steven Bonham

 

 


 

 

Steven Bonham

 

 

Vice President and CFO

 

 

(Principal Financial and Accounting Officer)

 

4

EX-99.1 2 uc111879ex991.htm EXHIBIT 99.1

Exhibit 99.1

Unify Announces First Quarter 2007 Financial Results

Unify Corp. (OTCBB:UNFY), a leading provider of business automation solutions, today announced financial results for the first quarter ended July 31, 2006.

First quarter 2007 total revenue was $2.1 million, compared to $2.7 million in the first quarter of 2006. Net loss for the first quarter was $754,000 or $0.03 loss per share, compared to a net loss of $113,000, or $0.00 loss per share in the comparable period last year. The Company ended the first quarter of fiscal 2007 with cash and cash equivalents of $2.3 million, compared to $1.9 million at April 30, 2006.

“Our first quarter product revenues are typically lower due to summer seasonality, but on a year over year basis were exacerbated by uncertainty about our pending merger with HALO Technology Holdings and a couple of large deals that slipped into future quarters,” said Todd Wille, CEO of Unify. “On the positive side, NavRisk first quarter bookings were approximately $400,000 and we gained a handful of net new Unify NXJ Composer customers demonstrating a steady ramping of the market opportunity for migrating Lotus Notes applications to J2EE.”

Wille added, “Our objectives for fiscal 2007 are focused on completing the acquisition and integration with GUPTA, the delivery of new releases of Unify NXJ and GUPTA’s Team Developer and SQLBase products, and the leverage of the combined company’s products to a much broader customer base.”

“We’ll continue to manage our business for optimum results, blending revenue growth with profitability and strong cash flow, as we solidify our core business and plan for future product investments and potential acquisitions,” Wille concluded.

As announced in a separate press release by Unify today, the Company plans to acquire GUPTA Technologies LLC, an enterprise software development and embedded database solutions company that complements Unify with synergistic product lines, a global customer base and a comparable operating model. As part of this transaction, Unify’s Insurance Risk Management Division will be acquired by HALO. The acquisition, expected to close in the fourth quarter of 2006, will provide Unify with an expanded business platform for growth, operations and future acquisitions.

Conference Call

Unify will hold a conference call to discuss the acquisition and first quarter financial results on Monday, Sept. 18, 2006 at 1:30 Pacific Time. Listeners may dial 888-371-9318 and enter conference ID # 7858554. A replay of the conference call will be available until Oct. 2, 2006 by dialing 877-519-4471 and entering the passcode 6080028. The conference call will also be Webcast. Visitors can login at www.unify.com.

About Unify Corporation

Unify provides business automation solutions including specialty insurance risk management applications. Unify’s solutions deliver a broad set of capabilities for automating business processes, integrating existing information systems 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 and Paris, and a worldwide network of global distributors. Contact Unify at 916-928-6400 or visit www.unify.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 with the acquisition of a significant business unit. 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.

2


UNIFY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)

 

 

July 31,
2006

 

April 30,
2006

 

 

 



 



 

 

 

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,300

 

$

1,881

 

Accounts receivable, net

 

 

1,424

 

 

3,473

 

Prepaid expenses and other current assets

 

 

451

 

 

499

 

Contracts in progress

 

 

136

 

 

200

 

 

 



 



 

Total current assets

 

 

4,311

 

 

6,053

 

Property and equipment, net

 

 

257

 

 

267

 

Other investments

 

 

214

 

 

214

 

Goodwill and intangible assets, net

 

 

1,587

 

 

1,617

 

Other assets, net

 

 

216

 

 

200

 

 

 



 



 

Total assets

 

$

6,585

 

$

8,351

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

257

 

$

379

 

Current portion of long-term debt

 

 

16

 

 

33

 

Other accrued liabilities

 

 

831

 

 

791

 

Accrued compensation and related expenses

 

 

542

 

 

878

 

Deferred revenue

 

 

2,683

 

 

3,296

 

 

 



 



 

Total current liabilities

 

 

4,329

 

 

5,377

 

Other long term liabilities

 

 

738

 

 

739

 

Commitments and contingencies

 

 

—  

 

 

—  

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

 

30

 

 

29

 

Additional paid-in capital

 

 

63,969

 

 

63,937

 

Accumulated other comprehensive income

 

 

23

 

 

19

 

Accumulated deficit

 

 

(62,504

)

 

(61,750

)

 

 



 



 

Total stockholders’ equity

 

 

1,518

 

 

2,235

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

6,585

 

$

8,351

 

 

 



 



 

3


UNIFY CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)

 

 

Three Months Ended
July 31,

 

 

 


 

 

 

 

2006

 

 

2005

 

 

 



 



 

Revenues:

 

 

 

 

 

 

 

Software Licenses

 

$

615

 

$

1,169

 

Services

 

 

1,481

 

 

1,557

 

 

 



 



 

Total revenues

 

 

2,096

 

 

2,726

 

 

 



 



 

Cost of Revenues:

 

 

 

 

 

 

 

Software licenses

 

 

37

 

 

139

 

Services

 

 

503

 

 

327

 

 

 



 



 

Total cost of revenues

 

 

540

 

 

466

 

 

 



 



 

Gross profit

 

 

1,556

 

 

2,260

 

 

 



 



 

Operating Expense:

 

 

 

 

 

 

 

Product development

 

 

682

 

 

701

 

Selling, general and administrative

 

 

1,650

 

 

1,666

 

 

 



 



 

Total operating expenses

 

 

2,332

 

 

2,367

 

 

 



 



 

Loss from operations

 

 

(776

)

 

(107

)

Other income, net

 

 

22

 

 

(6

)

 

 



 



 

Loss before income taxes

 

 

(754

)

 

(113

)

Provision for income taxes

 

 

—  

 

 

—  

 

 

 



 



 

Net loss

 

$

(754

)

$

(113

)

 

 



 



 

Net loss per share:

 

 

 

 

 

 

 

Basic

 

$

(0.03

)

$

(0.00

)

Diluted

 

$

(0.03

)

$

(0.00

)

Shares used in computing net loss per share:

 

 

 

 

 

 

 

Basic

 

 

29,524

 

 

28,620

 

Diluted

 

 

29,524

 

 

28,620

 

4

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