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 26, 2014
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.) |
600 E. Las Colinas Blvd,
Suite 1500
Irving, Texas 75039
(Address of principal
executive offices)
Registrants telephone number, including area
code:
(214) 584-6400
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 Results of Operations and Financial Condition.
On August 26, 2014, Daegis Inc. (the Company or Daegis) issued a press release announcing the Companys financial results for the first quarter ending July 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated August 26, 2014, titled Daegis Inc. Reports Fiscal 2015 First Quarter Results.
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 26, 2014
DAEGIS INC. | ||
(Registrant) | ||
By: | /s/ Susan K. Conner | |
Susan K. Conner | ||
Chief Financial Officer |
News Release
FOR IMMEDIATE RELEASE
Daegis Inc. Reports Fiscal 2015 First Quarter Results
Company Announces Extension of Credit Agreement to 2017
IRVING, Texas August 26, 2014 Daegis Inc. (NASDAQ: DAEG), a global archiving, eDiscovery, mobile application development and migration tools company, today announced financial results for its fiscal 2015 first quarter ended July 31, 2014.
First Quarter Fiscal 2015 Financial Highlights
Commenting on the results, Daegis CEO Tim Bacci said, We had a challenging quarter with our top line revenue as the strategic transformation of our business takes shape. That said, we’re seeing increasing interest in our combined archive and eDiscovery offering as well as in our Composer migration, email migration and mobile application development products. The Company is operationally efficient as a result of the changes made over the past twelve months, and our debt refinancing will not only save us interest costs, but also gives us the extension we need to achieve our growth in cash flow. As the market continues to evolve its encouraging to see growth potential across all of our major product lines in addition to increasing interest in our cloud based offerings. The net of all of this will be a more predictable revenue stream going forward.
First Quarter 2015 Comparative Financial Summary
$ In Millions, except per share and % data | Q1 | Q1 | % or $ |
FY2015 | FY2014 | Change(2) | |
Total Revenue | $6.7 | $8.0 | ($1.3) |
Archive & eDiscovery Revenue | $4.1 | $5.4 | ($1.3) |
Development, Database & Migration Revenue | $2.6 | $2.5 | $0.0 |
GAAP Net Loss | ($0.2) | ($0.6) | $0.4 |
GAAP Net Loss Per Share Diluted | ($0.02) | ($0.05) | $0.03 |
Adjusted EBITDA(1) | $0.8 | $0.8 | $0.0 |
Adjusted EBITDA Margin(1) | 12% | 10% | 2% |
Non-GAAP Net Income (1) | $0.2 | $0.1 | $0.2 |
Non-GAAP Net Income Per Share - Diluted(1) | $0.01 | $0.00 | $0.01 |
(1) See
reconciliation table below regarding the presentation of Adjusted EBITDA and
Non-GAAP net income.
(2)
The calculation of percentage or dollar change is based on unrounded
numbers.
Investor Conference
Call
Management will host a conference call August 26,
2014, at 4:00 p.m. CT (5:00 p.m. ET) to review the First Quarter Fiscal 2015
financial results. The call can be accessed by dialing (888) 572-7025 or (719)
325-2429 for international callers. Additionally, the conference call will be
webcast on the Daegis website at www.daegis.com. A replay of
the call will be available through September 5, 2014 by dialing (888) 203-1112
or (719) 457-0820 for international callers and using the following passcode:
7379126.
About Daegis
Inc.
Daegis
Inc. (NASDAQ: DAEG) is a global
archiving, eDiscovery, mobile application development and migration tools
company. Daegis delivers leading-edge archive and eDiscovery software through
Daegis Edge, an end-to-end platform for managing the
eDiscovery life cycle, Daegis
Acumen technology assisted review
and Daegis AXS-One enterprise information archiving. Daegis also
offers specialized services including data collection, analytics consulting,
project management and managed
document review. The
Gupta Technologies and Composer Technologies businesses serve customers around the globe with
development tools for mobile and web application development, databases and
application migration software. Visit our websites to learn more.
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. Bacci. 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.
Contact:
Daegis
Susan K. Conner
(214) 584-6427
sconner@daegis.com
# # #
DAEGIS
INC.
UNAUDITED CONSOLIDATED
BALANCE SHEETS
(In thousands)
July 31, | April 30, | |||||||
2014 | 2014 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 5,088 | $ | 7,178 | ||||
Accounts receivable, net | 5,137 | 6,657 | ||||||
Prepaid expenses | 557 | 617 | ||||||
Other current assets | 384 | 358 | ||||||
Total current assets | 11,166 | 14,810 | ||||||
Property and equipment, net | 902 | 1,053 | ||||||
Goodwill | 11,706 | 11,706 | ||||||
Intangibles, net | 5,230 | 5,614 | ||||||
Other assets | 435 | 470 | ||||||
Total assets | $ | 29,439 | $ | 33,653 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 433 | $ | 308 | ||||
Current portion of long-term debt | 1,123 | 3,123 | ||||||
Accrued compensation and related expenses | 865 | 1,185 | ||||||
Other accrued liabilities | 957 | 971 | ||||||
Deferred revenue | 7,365 | 8,590 | ||||||
Total current liabilities | 10,743 | 14,177 | ||||||
Long-term debt, net of current portion | 11,565 | 11,848 | ||||||
Deferred tax liabilities, net | 1,028 | 1,032 | ||||||
Common stock warrant liability | 181 | 276 | ||||||
Other long-term liabilities | 918 | 1,095 | ||||||
Total liabilities | 24,435 | 28,428 | ||||||
Commitments and contingencies | ||||||||
Stockholders equity: | ||||||||
Common stock | 17 | 17 | ||||||
Additional paid-in capital | 100,179 | 100,152 | ||||||
Accumulated other comprehensive income | 280 | 280 | ||||||
Accumulated deficit | (95,472 | ) | (95,224 | ) | ||||
Total stockholders equity | 5,004 | 5,225 | ||||||
Total liabilities and stockholders equity | $ | 29,439 | $ | 33,653 |
DAEGIS INC.
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share
data)
Three Months Ended | |||||||
July 31, | |||||||
2014 | 2013 | ||||||
Revenues: | |||||||
Archive and eDiscovery | $ | 4,104 | $ | 5,415 | |||
Development, Database and Migration | 2,558 | 2,549 | |||||
Total revenues | 6,662 | 7,964 | |||||
Operating expenses: | |||||||
Direct costs of Archive and eDiscovery revenue | 1,557 | 2,199 | |||||
Direct costs of Development, Database and Migration revenue | 504 | 418 | |||||
Product development | 1,173 | 1,671 | |||||
Selling, general and administrative | 3,370 | 3,700 | |||||
Total operating expenses | 6,604 | 7,988 | |||||
Income (loss) from operations | 58 | (24 | ) | ||||
Other income (expense): | |||||||
Gain (loss) from change in fair value of common stock warrant liability | 95 | (99 | ) | ||||
Interest expense | (303 | ) | (415 | ) | |||
Other, net | (100 | ) | (31 | ) | |||
Total other income (expense) | (308 | ) | (545 | ) | |||
Loss before income taxes | (250 | ) | (569 | ) | |||
Provision (benefit) for income taxes | (3 | ) | 64 | ||||
Net loss | $ | (247 | ) | $ | (633 | ) | |
Loss per share: | |||||||
Basic | $ | (0.02 | ) | $ | (0.05 | ) | |
Diluted | $ | (0.02 | ) | $ | (0.05 | ) | |
Weighted-average shares used in computing loss per share | |||||||
Basic | 16,384 | 15,297 | |||||
Diluted | 16,384 | 15,297 |
DAEGIS
INC.
RECONCILIATION OF GAAP
OPERATING INCOME TO ADJUSTED EBITDA
(In thousands, except per share
data)
Three Months Ended | |||||||
July 31, | |||||||
2014 | 2013 | ||||||
GAAP income (loss) from operations | $ | 58 | $ | (24 | ) | ||
Amortization of intangible assets | 384 | 385 | |||||
Stock based compensation expenses | 27 | 53 | |||||
Depreciation | 183 | 265 | |||||
Charges related to alignment of business units(1) | 171 | 149 | |||||
Total adjustments to GAAP income from operations | 765 | 852 | |||||
Adjusted EBITDA | $ | 823 | $ | 828 |
RECONCILIATION OF GAAP TO
NON-GAAP NET INCOME
(In thousands, except per share data)
GAAP net loss | $ | (247 | ) | $ | (633 | ) | |
Amortization of intangible assets | 384 | 385 | |||||
Stock based compensation expenses | 27 | 53 | |||||
(Gain) loss from change in fair value of common stock warrant liability | (95 | ) | 99 | ||||
Charges related to alignment of business units(1) | 171 | 149 | |||||
Total adjustments to GAAP net loss | 487 | 686 | |||||
Non-GAAP net income | $ | 240 | $ | 53 | |||
Non-GAAP diluted income per share | $ | 0.01 | $ | - | |||
Weighted average shares used in computing income per share: | |||||||
Dilutive | 16,384 | 15,297 |
(1) Prior year alignment costs have been reported to conform with the current year presentation.
Our Non-GAAP measures adjust GAAP income (loss) from operations and GAAP net income (loss) for non-cash stock based compensation expenses, amortization of intangible assets, depreciation and non-recurring charges. For more information on these Non-GAAP financial measures including how they are calculated, please see the tables in this release captioned Reconciliation of GAAP to Non-GAAP Net Income and Reconciliation of GAAP Operating Income to Adjusted EBITDA which includes a reconciliation of the GAAP results to Non-GAAP and Adjusted EBITDA results.