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):
August 28, 2012
Daegis Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-11807 | 94-2710559 |
(State or other jurisdiction | (Commission File No.) | (I.R.S. Employer |
of incorporation) | Identification No.) |
1420 Rocky Ridge Drive
Roseville,
California 95661
(Address of principal executive
offices)
Registrants telephone number, including area
code:
(916) 865-3300
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 Results of Operations and Financial Condition.
On August 28, 2012, Daegis Inc. (the Company or Daegis) issued a press release regarding the Companys financial results for its fiscal 2013 first quarter. The full text of the Companys press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits | |||
99.1 | Press Release dated August 28, 2012, announcing financial results for fiscal 2013 first quarter. |
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: August 28, 2012 | |
By: | /s/ Steven Bonham |
Steven Bonham | |
Vice President and CFO | |
(Principal Financial and Accounting Officer) |
FOR IMMEDIATE RELEASE
For more information,
contact:
Deb Thornton
Daegis
(916) 218-4779
dthornton@daegis.com
DAEGIS REPORTS FISCAL 2013 FIRST
QUARTER
FINANCIAL RESULTS
Hired Chuck Pindell as Vice President of
Sales & Marketing
Paid
down $1.8 million in debt
Sold trade name for $1.0
million
ROSEVILLE, Calif., August 28, 2012 Daegis (NASDAQ: DAEG), an eDiscovery and information management company, today announced financial results for its fiscal 2013 first quarter, ended July 31, 2012.
First quarter total revenue was $9.6 million, compared to $11.5 million in the first quarter last year. Electronic discovery revenue was $4.1 million, compared to $6.0 million in the comparable period last year. Revenue for the Companys database, archive and migration business segment was $5.6 million, compared to $5.5 million in the first quarter of fiscal 2012. Adjusted EBITDA for the quarter was $1.1 million, or 12% of revenue, compared to $1.9 million, or 16% of revenue, in the comparable quarter last year (see reconciliation table below regarding the presentation of Adjusted EBITDA and Non-GAAP net income).
First quarter GAAP net income was $157,000, or $0.00 per share, including the impact of the sale of the trade name for $1.0 million. This compared to a net loss of $1.8 million, or $0.12 loss per share, in the first quarter of fiscal 2012. Non-GAAP net income was $257,000, or $0.02 per share, compared to $779,000, or $0.05 per share last year (see reconciliation table). The Company generated cash from operations of $581,000 during the first quarter.
Cash and cash equivalents at July 31, 2012 were $4.3 million, compared to $4.8 million reported at April 30, 2012. Total outstanding debt decreased approximately $1.8 million to $19.5 million, compared to $21.3 million at April 30, 2012.
Commenting on results, Chief Executive Officer Todd Wille said, Our database, archive and migration business segment performed as expected, growing 1.4% during the quarter. We saw traction with our Composer migration solutions, closing several deals that created a $2.3 million revenue backlog as of July 31, 2012. In our eDiscovery business under Deborah Jillsons leadership, we attracted renowned eDiscovery sales veteran, Chuck Pindell as our new vice president of sales and marketing. Together they bring a proven track record in sales execution and revenue growth. We believe the strengthening of the Daegis eDiscovery leadership team and the strong differentiation of the Daegis eDiscovery Platform will serve as the foundation for the long-term success of the eDiscovery business.
Investor Conference Call
Management will host a conference call today, August 28, 2012, at 2:00 p.m. PT (5:00 p.m. ET) to review the first quarter 2013 financial results. The call can be accessed by dialing (877) 941-1427 or (480) 629-9664 for international callers and providing the company name. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, the conference call will be available over the Internet at www.daegis.com. A replay of the call will be available approximately two hours following the end of the call through 11:59 p.m. ET on September 6, 2012 by dialing (800) 406-7325 or (303) 590-3030 for international callers and using the following passcode: 4561265#.
About Daegis
Daegis delivers eDiscovery
and information management solutions. Daegis eDiscovery Platform combines
technology and on-demand services to deliver end-to-end and cost-effective
solutions for corporations and law firms. The Companys information management
business delivers solutions for developing, managing, modernizing, and archiving
application and business data. For additional information, visit www.daegis.com and follow
us on our blog
and Twitter at @daegis.
Use of Non-GAAP Financial Information
To supplement the Company's unaudited condensed consolidated financial statements presented in accordance with GAAP, Daegis uses certain Non-GAAP measures of financial performance. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. For more information on these Non-GAAP financial measures including how they are calculated, as well as the Companys Adjusted EBITDA please see the tables in this release captioned "Reconciliation of GAAP to Non-GAAP Net Income" which includes a reconciliation of the GAAP results to Non-GAAP results as well as Reconciliation of GAAP Operating Income to Adjusted EBITDA.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. We wish to caution you that these statements involve risks and uncertainties and actual events or results may differ materially. When the words believes, expects, plans, projects, estimates and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on managements current beliefs and assumptions and information currently available to management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Examples of forward-looking statements in the press release include the statements made by Mr. Wille and the revenue backlog amount. Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are general market and economic conditions, our ability to execute our business strategy and integrate acquired businesses, the effectiveness of our sales team and approach, our ability to target, analyze and forecast the revenue to be derived from a client and the costs associated with providing services to that client, the date during the course of a fiscal year that a new client is acquired, the length of the integration cycle for new clients and the timing of revenues and costs associated therewith, our client concentration given that the Company is currently dependent on a few large client relationships, potential competition in the marketplace, the ability to retain and attract employees, market acceptance of our service programs and pricing options, our ability to maintain our existing technology platform and to deploy new technology, our ability to sign new clients and control expenses, the possibility of the discontinuation of some client relationships, the financial condition of our clients' business and other factors detailed in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise the information in this press release, whether as a result of new information, future events, circumstances or otherwise.
# # #
DAEGIS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
July 31, | April 30, | |||||||
2012 | 2012 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 4,347 | $ | 4,752 | ||||
Accounts receivable, net | 8,834 | 10,968 | ||||||
Prepaid expenses and other current assets | 1,377 | 1,805 | ||||||
Total current assets | 14,558 | 17,525 | ||||||
Property and equipment, net | 2,581 | 2,827 | ||||||
Goodwill | 11,706 | 11,706 | ||||||
Intangibles, net | 8,305 | 8,690 | ||||||
Other assets | 1,073 | 1,121 | ||||||
Total assets | $ | 38,223 | $ | 41,869 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 573 | $ | 450 | ||||
Current portion of long term debt | 2,002 | 2,945 | ||||||
Accrued compensation and related expenses | 2,005 | 2,465 | ||||||
Common stock warrant liability | 109 | 569 | ||||||
Other accrued liabilities | 766 | 819 | ||||||
Deferred revenue | 7,316 | 8,412 | ||||||
Total current liabilities | 12,771 | 15,660 | ||||||
Long term debt, net of current portion | 17,451 | 18,306 | ||||||
Deferred tax liabilities, net | 760 | 734 | ||||||
Other long term liabilities | 1,079 | 1,148 | ||||||
Total liabilities | 32,061 | 35,848 | ||||||
Commitments and contingencies | | | ||||||
Stockholders equity: | ||||||||
Preferred Stock | 2 | 2 | ||||||
Common stock | 15 | 15 | ||||||
Additional paid-in capital | 99,935 | 99,860 | ||||||
Accumulated other comprehensive income | 251 | 341 | ||||||
Accumulated deficit | (94,041 | ) | (94,197 | ) | ||||
Total stockholders equity | 6,162 | 6,021 | ||||||
Total liabilities and stockholders equity | $ | 38,223 | $ | 41,869 |
DAEGIS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except
per share data)
Three Months Ended | ||||||||
July 31, | ||||||||
2012 | 2011 | |||||||
Revenues: | ||||||||
eDiscovery | $ | 4,073 | $ | 6,026 | ||||
Database, archive, and migration | 5,565 | 5,488 | ||||||
Total revenues | 9,638 | 11,514 | ||||||
Operating Expenses: | ||||||||
Direct costs of eDiscovery revenue | 2,155 | 2,397 | ||||||
Direct costs of database, archive, and migration revenue | 1,282 | 1,349 | ||||||
Product development | 1,884 | 1,976 | ||||||
Selling, general and administrative | 5,033 | 4,947 | ||||||
Sale of intangible trade name | (1,000 | ) | | |||||
Total operating expenses | 9,354 | 10,669 | ||||||
Income from operations | 284 | 845 | ||||||
Other income (expense): | ||||||||
Loss on extinguishment of debt | | (2,166 | ) | |||||
Gain from change in fair value of common stock warrant liability | 460 | 445 | ||||||
Interest expense | (442 | ) | (900 | ) | ||||
Other, net | (93 | ) | 49 | |||||
Total other income (expense) | (75 | ) | (2,572 | ) | ||||
Income (loss) before income taxes | 209 | (1,727 | ) | |||||
Provision for income taxes | 52 | 51 | ||||||
Net income (loss) | $ | 157 | $ | (1,778 | ) | |||
Income (loss) per share: | ||||||||
Basic | $ | 0.00 | $ | (0.12 | ) | |||
Dilutive | $ | 0.00 | $ | (0.12 | ) | |||
Weighted-average shares used in computing income (loss) per share: | ||||||||
Basic | 14,718 | 14,601 | ||||||
Dilutive | 16,384 | 14,601 |
DAEGIS INC.
RECONCILIATION OF GAAP OPERATING INCOME TO ADJUSTED
EBITDA
(In thousands)
Three Months Ended | ||||||||
July 31, | ||||||||
2012 | 2011 | |||||||
GAAP income from operations | $ | 284 | $ | 845 | ||||
Amortization of intangible assets | 384 | 565 | ||||||
Stock based compensation expenses | 176 | 228 | ||||||
Depreciation | 278 | 230 | ||||||
Total adjustments to GAAP income from operations | 838 | 1,023 | ||||||
Adjusted EBITDA | $ | 1,122 | $ | 1,868 | ||||
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME | ||||||||
(In thousands, except per share data) | ||||||||
GAAP net income (loss) | $ | 157 | $ | (1,778 | ) | |||
Amortization of intangible assets and discount on notes payable | 384 | 608 | ||||||
Stock based compensation expenses | 176 | 228 | ||||||
Gain from change in fair value of common stock warrant liability | (460 | ) | (445 | ) | ||||
Loss on extinguishment of debt | | 2,166 | ||||||
Total adjustments to GAAP net income (loss) | 100 | 2,557 | ||||||
Non-GAAP net income | $ | 257 | $ | 779 | ||||
Non-GAAP diluted earnings per share | $ | 0.02 | $ | 0.05 | ||||
Weighted-average shares used in computing earnings per share: | ||||||||
Dilutive | 16,384 | 15,377 |