10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________Form 10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended January 31, 2015
	OR
☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-11807

__________________________

DAEGIS INC.
(Exact name of registrant as specified in its charter)

Delaware	94-2710559
(State or other jurisdiction of	(I.R.S. Employer Identification
incorporation or organization)	Number)

Address of principal executive offices: 600 E. Las Colinas Blvd., Suite 1500, Irving, Texas 75039

Registrant’s telephone number, including area code: (214) 584-6400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒     NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ☒     NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☒
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act),

YES ☐     NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,384,444 shares of common stock, $0.001 par value, as of February 26, 2015.

DAEGIS INC.

FORM 10-Q

INDEX

PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of January 31, 2015 and April 30, 2014	3
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2015 and 2014	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2015 and 2014	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION	20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosure	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DAEGIS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

		January 31,			April 30,
		2015			2014
ASSETS
Current assets:
Cash	$	4,288		$	7,178
Accounts receivable, net of allowances of $144 and $211, respectively		5,005			6,657
Prepaid expenses		558			617
Other current assets		242			358
Total current assets		10,093			14,810
Property and equipment, net of accumulated depreciation of $5,428 and $4,921,
respectively		903			1,053
Goodwill		11,706			11,706
Intangibles, net		4,479			5,614
Other assets		437			470
Total assets	$	27,618		$	33,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	729		$	308
Current portion of long-term debt		808			3,123
Accrued compensation and related expenses		802			1,185
Other accrued liabilities		1,235			971
Deferred revenue		6,846			8,590
Total current liabilities		10,420			14,177
Long-term debt, net of current portion		11,062			11,848
Deferred tax liabilities, net		1,166			1,032
Common stock warrant liability		146			276
Other long-term liabilities		654			1,095
Total liabilities		23,448			28,428
Commitments and contingencies
Stockholders’ equity:
Common stock		17			17
Additional paid-in capital		100,243			100,152
Accumulated other comprehensive income		280			280
Accumulated deficit		(96,370	)		(95,224	)
Total stockholders’ equity		4,170			5,225
Total liabilities and stockholders’ equity	$	27,618		$	33,653

Seeaccompanyingnotestounaudited condensed consolidatedfinancialstatements.

3

DAEGIS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

		Three Months Ended						Nine Months Ended
		January 31,						January 31,
		2015			2014			2015			2014
Revenues:
Information Governance	$	3,142		$	4,779		$	11,100		$	14,936
Migration and Development Tools		2,552			3,109			7,908			8,652
Total revenues		5,694			7,888			19,008			23,588
Operating expenses:
Direct costs of Information Governance		1,626			2,044			4,765			6,311
Direct costs of Migration and Development Tools		452			494			1,481			1,357
Product development		1,160			1,395			3,550			4,683
Selling, general and administrative		2,817			4,233			9,146			11,573
Total operating expenses		6,055			8,166			18,942			23,924
(Loss) income from operations		(361	)		(278	)		66			(336	)
Other (expense) income
Gain (loss) from change in fair value of common stock warrant
liability		69			(163	)		130			(51	)
Interest expense		(170	)		(312	)		(656	)		(1,039	)
Other, net		(159	)		(54	)		(400	)		(51	)
Total other (expense) income		(260	)		(529	)		(926	)		(1,141	)
Loss before income taxes		(621	)		(807	)		(860	)		(1,477	)
Provision for income taxes		302			71			286			244
Net Loss	$	(923	)	$	(878	)	$	(1,146	)	$	(1,721	)
Loss per share:
Basic	$	(0.06	)	$	(0.05	)	$	(0.07	)	$	(0.11	)
Diluted	$	(0.06	)	$	(0.05	)	$	(0.07	)	$	(0.11	)
Weighted-average shares used in computing loss per share:
Basic		16,384			16,384			16,384			16,022
Diluted		16,384			16,384			16,384			16,022

Seeaccompanyingnotestounaudited condensedconsolidatedfinancialstatements.

4

DAEGIS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

		Nine Months Ended
		January 31,
		2015			2014
Cash flows from operating activities:
Net loss	$	(1,146	)	$	(1,721	)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation		525			740
Amortization of intangible assets		1,135			1,154
Loss on disposal of equipment		2			199
Provision for doubtful accounts		(67	)		129
Stock based compensation expense		91			130
Deferred tax liability		134			60
(Gain) loss from change in fair value of common stock warrant liability		(130	)		51
Changes in operating assets and liabilities:
Accounts receivable		1,720			1,602
Prepaid expenses and other current assets		175			563
Other assets		33			154
Accounts payable		421			195
Accrued compensation and related expenses		(383	)		(1,062	)
Other accrued liabilities		263			140
Deferred revenue		(2,123	)		(1,137	)
Other long term liabilities		(62	)		(348	)
Net cash provided by operating activities		588			849
Cash flows from investing activities:
Proceeds from sale of property and equipment		-			4
Proceeds from assets held for sale		-			400
Purchases of property and equipment		(377	)		(253	)
Net cash (used in) provided by investing activities		(377	)		151
Cash flows from financing activities:
Payment of preferred stock dividends		-			(66	)
Principal payments under debt obligations		(3,007	)		(2,253	)
Principal payments on capital leases		(94	)		(127	)
Net cash used in financing activities		(3,101	)		(2,446	)
Net change in cash		(2,890	)		(1,446	)
Cash, beginning of period		7,178			5,459
Cash, end of period	$	4,288		$	4,013
Supplemental cash flow information:
Cash paid for interest	$	308		$	889
Cash (received) paid for income taxes		(21	)		151

Seeaccompanyingnotestounaudited condensedconsolidatedfinancialstatements.

5

DAEGIS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2015

1. Basis of Presentation

The condensed consolidated financial statements prepared by Daegis Inc. (the “Company”, “we”, “us”, “our”) have been derived from our audited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.

The accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries that we control due to ownership of a controlling interest. Intercompany transactions and balances have been eliminated. While the interim financial information contained in this filing is unaudited, such financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) which we consider necessary for a fair presentation. The results for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014, as filed with the SEC.

In the second quarter of fiscal 2015 we announced the Company will move from selling products through business divisions to a holistic approach by product line featuring information governance, migration and development tools solutions. As a result we have renamed our Archive and eDiscovery segment to Information Governance and our Development, Database and Migration tools segment to Migration and Development Tools.

Certain prior period balances in our consolidated statements of operations have been reclassified between direct costs of Information Governance revenue and selling, general and administrative expenses to conform with current presentation.

2. Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards update No. 2014-09 Revenue from Contracts with Customers (ASU 204-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP.

The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting periods with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

In August 2014, the FASB issued Accounting Standards update No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The ASU requires management to assess each annual and interim period if there is substantial doubt about the entity’s ability to continue as a going concern; provides principals for considering the mitigating effect of management’s plans; requires certain disclosures when substantial doubt is alleviated as a result of management’s plans, and requires an express statement and other disclosures when substantial doubt is not alleviated. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements.

6

3. Intangible Assets

Intangible asset balances by major asset class are as follows (in thousands):

		Gross					Net
		carrying		Accumulated			carrying
January 31, 2015		amount		amortization			amount
Customer-related	$	6,236	$	(4,913	)	$	1,323
Technology-based		2,638		(2,268	)		370
Trademarks		4,600		(1,814	)		2,786
Trade name		100		(100	)		-
Total	$	13,574	$	(9,095	)	$	4,479
		Gross					Net
		carrying		Accumulated			carrying
April 30, 2014		amount		amortization			amount
Customer-related	$	6,236	$	(4,403	)	$	1,833
Technology-based		2,638		(2,034	)		604
Trademarks		4,600		(1,423	)		3,177
Trade name		100		(100	)		-
Total	$	13,574	$	(7,960	)	$	5,614

Acquired finite-lived intangible assets are generally amortized on a straight-line basis over their estimated useful lives. The useful life of finite-lived intangible assets is the period over which the asset is expected to contribute directly or indirectly to future cash flows of the Company. Intangible asset amortization expense for the three months ended January 31, 2015 and 2014 was $0.4 million, respectively. Intangible asset amortization expense for the nine months ended January 31, 2015 and 2014 was $1.1 million and $1.2 million, respectively. The estimated future amortization expense related to intangible assets as of January 31, 2015 is as follows (in thousands):

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	379
2016		1,096
2017		814
2018		774
2019		774
Thereafter		642
Total	$	4,479

7

4. Accrued Restructuring Charge

On December 3, 2013, we announced the completion of our organizational alignment in which the Archive and eDiscovery businesses were combined. The alignment included movement of our operations, workforce reductions, abandonment of excess facilities and other charges in the Information Governance (formerly Archive and eDiscovery) reportable segment.

A summary of the restructuring and other costs recognized as of January 31, 2015 are as follows:

								Deferred
				Lease		Asset		Rent			Other
		Severance		Abandonment		Impairment		Liability			Costs		Total
Amounts incurred and expected to be
incurred	$	420	$	933	$	127	$	(356	)	$	88	$	1,212

For the three months ended January 31, 2015 we had no cost associated with the restructuring. For the nine months ended January 31, 2015 we incurred total cost of $171 thousand which included $150 thousand related to lease abandonment cost and $21 thousand of other cost.

At January 31, 2015, the accrued liability associated with the realignment consisted of the following:

					Lease
		Severance			Abandonment			Total
Accrued liability at April 30, 2014	$	96		$	464		$	560
Payments, net		(96	)		(262	)		(358	)
Adjustments		-			33			33
Accrued liability at January 31, 2015	$	-		$	235		$	235

The restructuring and other related charges are included in the selling, general administrative expense line item in the Consolidated Statements of Operations.

5. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, we use various valuation approaches and establish a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:

● Level 1 – Quoted prices in active markets for identical assets and liabilities.

● Level 2 – Observable inputs other than those included in Level 1, such as quoted market prices for similar assets and liabilities in active markets or quoted prices for identical assets in inactive markets.

● Level 3 – Unobservable inputs are used when little or no market data is available and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

We value our common stock warrant liability on a recurring basis based on open form option pricing models which, based on the relevant inputs, render the fair value estimate Level 3. Changes in the fair value of the warrants are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of common stock warrant liability.”

8

Fair Value on a Recurring Basis

The following table summarizes the activity of Level 3 inputs measured on a recurring basis for the nine months ended January 31, 2015:

(in thousands)		Common stock warrants
Balance at April 30, 2014	$	276
Change in fair value of common stock warrant liability		(130	)
Balance at January 31, 2015	$	146

6. Long-Term Debt

Effective July 31, 2014, the Company entered into an amendment to its Revolving Credit and Term Loan Agreement with Wells Fargo Capital Finance (the “Credit Agreement”). In order to secure its obligations under the Credit Agreement, the Company has granted the lender a first priority security interest in substantially all of our assets. The total amount that can be borrowed under the Credit Agreement is based on a multiplier factor of the trailing twelve months of maintenance and Software-as-a-Service revenue.

The Credit Agreement consists of two term notes and a revolving credit note agreement. The amendment extended the term of the Credit Agreement through June 30, 2017, reduced the interest rate and modified certain financial covenants. This amendment, in conjunction with a prepayment made on July 31, 2014 under the Credit Agreement, reduced the outstanding principal balance on the Term A Loan to $10.1 million, and the Term B Loan, which incurred a minimum interest rate of 12.0%, has now been fully repaid. The Term Note A requires quarterly principal payments of $252,000 plus an additional annual payment based on the Company’s free cash flow for the year with any remaining amount due at maturity. To the extent the Company makes annual principal payments based on free cash flow, the quarterly principal payments will be reduced. The Company incurs interest at the prevailing LIBOR rate plus 3.5 - 4.0% per annum with a minimum rate of 5.0%.

Our long-term debt consists of the following (in thousands):

		January 31,			April 30,
		2015			2014
Term Note A	$	9,317		$	11,324
Term Note B		-			1,000
Revolving line of credit		2,500			2,500
Capital leases		53			147
		11,870			14,971
Less current portion		(808	)		(3,123	)
Total long term debt, net	$	11,062		$	11,848

The Credit Agreement requires ongoing compliance with certain affirmative and negative covenants. The affirmative covenants include, but are not limited to: (i) maintenance of existence and conduct of business; (ii) compliance with laws; (iii) use of proceeds; and (iv) books and records and inspection. The negative covenants set forth in the Credit Agreement include, but are not limited to, restrictions on our ability (and on our subsidiaries): (i) with certain limited exceptions, to create, incur, assume or allow to exist indebtedness; (ii) with certain limited exceptions, to create, incur, assume or allow to exist liens on properties; (iii) with certain limited exceptions, to make certain payments, transfers of property, or investments; or (iv) with certain limited exceptions, to make acquisitions.

We are obligated to maintain certain minimum consolidated adjusted EBITDA levels, certain minimum liquidity levels, certain total leverage ratios, and certain fixed charge coverage ratios, all as calculated in accordance with the terms and definitions determining such amounts as contained in the Credit Agreement. The Credit Agreement also contains various information and financial reporting requirements. The Company is in compliance with all such covenants and requirements at January 31, 2015.

9

A summary of expected future principal payments, excluding any annual principal payments based on free cash flow, on long-term debt obligations as of January 31, 2015 is as follows (in thousands):

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	21
2016		1,039
2017		1,007
2018		9,803
	$	11,870

7. Stock Compensation Information

Stock-based compensation expense is determined from the estimated fair value of stock-based awards at the date of grant and is recognized over the vesting period of the awards, net of estimated forfeitures. Stock-based compensation expense was comprised of the following (in thousands):

		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Direct costs of revenue	$	3	$	3	$	10	$	12
Product development		2		5		6		24
Selling, general, and administrative		34		30		75		94
Total equity-based compensation	$	39	$	38	$	91	$	130

We estimate the fair value of our stock-based awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions including expected term, interest rates and expected volatility. Changes in the assumptions can materially affect the fair value estimates and ultimately how much we recognize as stock-based compensation expense. The weighted-average input assumptions used and resulting fair values were as follows:

		Nine Months Ended
		January 31,
		2015			2014
Expected term (in years)		4.6			4.0
Risk-free interest rate		1.4	%		0.9	%
Volatility		76	%		51	%
Dividend yield		-			-
Weighted-average fair value of stock options granted during the period	$	0.52		$	0.47

We calculate our expected term using the simplified method as the historical exercise data does not provide a reasonable basis upon which to estimate expected life due to operational and structural changes of the Company. The risk-free interest rate is based upon United States Treasury interest rates appropriate for the expected term of the awards. The expected volatility is based on the historical volatility of our common stock over the most recent period commensurate with the estimated expected term of our stock options. We did not pay cash dividends to common stockholders in fiscal 2014 or year to date in fiscal 2015, and do not anticipate paying any cash dividends on common stock in the foreseeable future. Accordingly, an expected dividend yield of zero is used in the Black-Scholes option pricing model.

At January 31, 2015, there was approximately $0.4 million of unrecognized compensation expense related to unvested stock-based awards granted. The unrecognized expense is expected to be recognized over a weighted-average period of 3.29 years.

10

A summary of our stock option activity for the nine months ended January 31, 2015 is as follows:

				Weighted-	Weighted-
				average	average remaining		Aggregate
				exercise	contractual		intrinsic
	Shares			price	term (in years)		value (1)
Outstanding at April 30, 2014	1,254,629		$	2.38	6.82	$	41,972
Granted	915,300
Exercised	-
Cancelled/expired	(322,655	)
Outstanding at January 31, 2015	1,847,274			1.69	7.78		-
Exercisable at January 31, 2015	773,916		$	2.81	5.33	$	-

(1)     Aggregate intrinsic value is defined as the difference between the current market value and the exercise price. It is estimated using the closing price of our common stock on the last trading day of the periods ended as of the dates indicated.

There were no awards exercised during the nine months ended January 31, 2015 and 2014. The total fair value of awards vested during the nine months ended January 31, 2015 and 2014 was $84 thousand and $0.2 million, respectively. The total fair value of awards granted during the nine months ended January 31, 2015 and 2014 was $0.5 million and $0.2 million, respectively.

8. Income Taxes

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

We are subject to income taxes in the U.S. federal jurisdiction, various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In general, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the fiscal years before 2008. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Therefore, no reserves for uncertain income tax positions have been recorded.

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of January 31, 2015 and April 30, 2014, we did not have any accrued interest or penalties associated with unrecognized tax benefits, nor did we record interest expense associated with unrecognized tax benefits in the nine months ended January 31, 2015 and 2014.

9. Preferred Stock

In June 2011, we issued, through a private placement, 1,666,667 shares of preferred stock to a group of related party institutional investors at a price of $2.40 per share for a total of $4.0 million. These shares of preferred stock were automatically converted on a 1-for-1 basis into shares of common stock on June 30, 2013. The preferred stock included an annual dividend of $0.24 per share payable in cash or stock at our option. In August 2013, we paid a final dividend of $66,000 on this preferred stock ($0.04 per preferred share).

11

10. Loss Per Share

Basic loss per share is computed by dividing net loss less dividends payable on preferred stock by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

(in thousands, except per share amounts)		Three Months Ended						Nine Months Ended
		January 31,						January 31,
		2015			2014			2015			2014
Net loss	$	(923	)	$	(878	)	$	(1,146	)	$	(1,721	)
Dividends paid and payable on preferred stock		-			-			-			(66	)
Net loss available to common stockholders	$	(923	)	$	(878	)	$	(1,146	)	$	(1,787	)
Weighted-average shares of common stock outstanding, basic		16,384			16,384			16,384			16,022
Effect of dilutive securities		-			-			-			-
Weighted-average shares of common stock outstanding, diluted		16,384			16,384			16,384			16,022
Loss per share of common stock:
Basic	$	(0.06	)	$	(0.05	)	$	(0.07	)	$	(0.11	)
Diluted	$	(0.06	)	$	(0.05	)	$	(0.07	)	$	(0.11	)
Antidilutive securities
Number of stock options		1,847			1,465			1,847			1,621
Number of warrants		719			909			719			909

Potentially dilutive securities that are not included in the diluted net loss calculation are antidilutive, because the exercise prices of these securities are greater than the average market price of the stock during the respective periods. Due to the loss on common stock for the three and nine months ended January 31, 2015 and 2014, the effect of outstanding stock-based awards was excluded from the computation of diluted loss per common share as their effect was antidilutive.

11. Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. We have evaluated our approach for making operating decisions and assessing the performance of our business and determined that we have two reportable segments. In the second quarter of fiscal 2015 we announced the Company will move from selling products through business divisions to a holistic approach by product line featuring information governance and migration and development solutions. As a result we have renamed our Archive and eDiscovery segment to Information Governance and our Development, Database and Migration tools segment to Migration and Development Tools.

The accounting policies of the segments are the same as those described Note 1 of Part III, Item 15 of our Annual Report on Form 10-K for our fiscal year ended April 30, 2014. We evaluate performance based on income from operations (total revenues less operating costs). We do not allocate certain corporate costs to each segment and therefore disclose these amounts separately in our segment table.

12

For the three months ended January 31, 2015 and 2014, total revenue from the United States was $2.4 million and $5.4 million, respectively. Total revenue from all other countries for the three months ended January 31, 2015 and 2014 was $3.3 million and $2.5 million, respectively. For the nine months ended January 31, 2015 and 2014, total revenue from the United States was $11.4 million and $15.9 million, respectively. Total revenue from all other countries for the nine months ended January 31, 2015 and 2014 was $7.6 million and $7.8 million, respectively. Total long-lived assets as of January 31, 2015 and April 30, 2014, for the United States, were $17.5 million and $18.8 million, respectively. There were no long-lived assets in other countries as of January 31, 2015 and April 30, 2014.

(in thousands)		Three Months Ended						Nine Months Ended
		January 31,						January 31,
		2015			2014			2015			2014
Total revenues:
Information Governance	$	3,142		$	4,779		$	11,100		$	14,936
Migration and Development Tools		2,552			3,109			7,908			8,652
Total revenues	$	5,694		$	7,888		$	19,008		$	23,588
Operating expenses:
Information Governance	$	3,282		$	4,438		$	9,935		$	13,423
Migration and Development Tools		1,604			1,619			4,952			4,842
Unallocated corporate expenses		1,169			2,109			4,055			5,659
Total operating expenses	$	6,055		$	8,166		$	18,942		$	23,924
(Loss) income from operations:
Information Governance	$	(140	)	$	341		$	1,165		$	1,513
Migration and Development Tools		948			1,490			2,956			3,810
Unallocated corporate expenses		(1,169	)		(2,109	)		(4,055	)		(5,659	)
Total (loss) income from operations	$	(361	)	$	(278	)	$	66		$	(336	)
		January 31,			April 30,
		2015			2014
Total assets:
Information Governance	$	24,141		$	28,242
Migration and Development Tools		3,477			5,411
Total assets	$	27,618		$	33,653

13

DAEGIS INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion in this Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates and projections about the software and eDiscovery industries and certain assumptions made by the Company’s management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, statements that refer to the anticipated impacts of acquisitions, statements made on goodwill, intangible assets, and impairment, statements about the ability to utilize deferred tax assets, and statements about other characterizations of future events or circumstances are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K under “Business – Risk Factors” and in the Company’s other filings with the Securities and Exchange Commission (“SEC”). Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the SEC, particularly the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes thereto in Part I, Item 1 of this Quarterly Report on Form 10-Q and with the audited Consolidated Financial Statements and Notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014, as filed with the SEC.

Overview

Daegis Inc. (the “Company”, “we”, “us” or “our”) is a global enterprise software company that delivers comprehensive offerings for information governance, application migration, data management and application development. Our Information Governance solution maximizes the value of information, while minimizing associated risks and costs, by improving and simplifying data management through archiving and eDiscovery. Our Application Development and Application Migration software solutions complement our other products by providing tools to rapidly develop new applications on enterprise and cross-channel mobile platforms and to migrate legacy applications to state-of-the-art technologies. We offer specialized services, including data collection, application migration, professional services project management and managed document review to complement our software solutions.

We sell our solutions through two segments: Information Governance and Migration and Development Tools. In the second quarter of fiscal 2015 we announced the Company will move from selling products through business divisions to a holistic approach by product line featuring information governance and migration and development solutions. As a result we have renamed our Archive and eDiscovery segment to Information Governance and our Development, Database and Migration tools segment to Migration and Development Tools.

Our Information Governance software includes: Daegis AXS-One, archiving for managing the preservation, collection, review and disposal of structured and unstructured data; Daegis Edge, our hosted, end-to-end eDiscovery software for processing, search, review and production of data; and Daegis Acumen, technology-assisted review. Our services include managed document review, project management, search analytics consulting, collection and hosting of data.

Our migration and development tool solutions, Gupta Technologies (“Gupta”), includes mobile, Web and .NET application development, data management and application modernization software. Gupta Technologies delivers highly productive application development software for developers of all skill levels. Gupta’s data management solutions are highly scalable and high performance. Gupta’s Composer Technologies product line offers automated software and services for migrating Lotus Notes and Oracle Forms applications. Our products include TD Mobile, Team Developer, SQLBase, Report Builder, NXJ, DataServer, VISION, ACCELL, Composer Notes and Composer CipherSoft.

14

We market and sell our products and services through a direct sales strategy, and a regional and global channel sales strategy to corporate customers including corporate legal and information technology departments. We are headquartered in Irving, Texas, with offices in Roseville, California and Rutherford, New Jersey and international offices in Australia, Canada, France, Germany, and the United Kingdom (“UK”). We market and sell our software directly in the United States, Europe, Canada, Japan, Singapore and Australia and indirectly through global distributors and resellers on a worldwide basis.

Certain prior period balances in our consolidated statements of operations have been reclassified between direct costs of Information Governance revenue and selling, general and administrative expenses to conform with current presentation.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (Codification) and consider the various staff accounting bulletins and other applicable guidance issued by the SEC. GAAP, as set forth within the Codification, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

● Revenue Recognition

● Goodwill and Intangible Assets

● Deferred Tax Asset Valuation Allowance

● Accounts Receivable and Allowances for Doubtful Accounts

● Accounting for Stock-based Compensation

● Fair Value of Common Stock Warrant Liability

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. Our senior management has reviewed these critical accounting policies and related disclosures with the Audit Committee of the Board of Directors.

During the third quarter of fiscal 2015, there were no significant changes to our critical accounting policies and estimates. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended April 30, 2014 provides a more complete discussion of our critical accounting policies and estimates. In the first quarter of fiscal 2015, we recorded an additional restructuring charge related to the lease abandonment of $150 thousand. As of January 31, 2015, our accrued liability for unpaid restructuring charges was $0.2 million and is expected to be paid at various dates through May 2016.

15

Results of Operations

The following table sets forth our consolidated statement of operations expressed as a percentage of total revenues for the periods indicated:

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2015			2014			2015			2014
Revenues:
Information Governance	55.2		%	60.6		%	58.4		%	63.3		%
Migration and Development Tools	44.8			39.4			41.6			36.7
Total revenues	100.0			100.0			100.0			100.0
Operating expenses:
Direct costs of Information Governance	28.6			25.9			25.1			26.8
Direct costs of Migration and Development Tools	7.9			6.3			7.8			5.7
Product development	20.4			17.7			18.7			19.8
Selling, general and administrative	49.5			53.6			48.1			49.2
Total operating expenses	106.4			103.5			99.7			101.5
(Loss) income from operations	(6.4	)		(3.5	)		0.3			(1.5	)
Other (expense) income
Gain (loss) from change in fair value of common stock warrant
liability	1.2			(2.0	)		0.7			(0.2	)
Interest expense	(3.0	)		(4.0	)		(3.5	)		(4.4	)
Other, net	(2.8	)		(0.7	)		(2.1	)		(0.2	)
Total other (expense) income	(4.6	)		(6.7	)		(4.9	)		(4.8	)
Loss before income taxes	(11.0	)		(10.2	)		(4.6	)		(6.3	)
Provision for income taxes	5.3			0.9			1.5			1.0
Net Loss	(16.3	)		(11.1	)		(6.1	)		(7.3	)

Total Revenues

We generate revenue from Information Governance software and service sales as well as maintenance, support and consulting services. Our Information Governance solutions are sold by our direct sales force in the United States and Europe, and through indirect channels. We also generate Migration and Development Tools revenue from software license sales and related services, including maintenance, support and consulting services. We sell our Migration and Development Tools through our direct sales force in the United States and Europe, and through indirect channels comprised of distributors, ISVs, VARs, and other partners worldwide.

Total revenues for the three months ended January 31, 2015 was $5.7 million, a decrease of $2.2 million or 27.8% from the third quarter of fiscal 2014. Total revenues for the nine months ended January 31, 2015 were $19.0 million, a decrease of $4.6 million or 19.4% from the same period last year.

Total Information Governance revenues for the three months ended January 31, 2015 was $3.1 million, a decrease of $1.6 million or 34.3% from the third quarter of fiscal 2014. Total Information Governance revenues for the nine months ended January 31, 2015 was $11.1 million, a decrease of $3.8 million or 25.7% from the same period last year. The revenue from Information Governance fluctuates depending on the activity of our customers’ legal matters as well as the timing of license sales and performance of professional service engagements. The decrease in Information Governance revenue as compared to the prior year is primarily related to a reduction in our professional services and hosting revenues. In December 2014 we completed providing services to our largest customer as the consulting services for this particular matter was complete. Since the acquisition of our eDiscovery business in fiscal 2011, we have earned $33 million from this customer. This customer which represented 15% of our consolidated revenue during the third quarter of fiscal year 2014, has declined to 5% of consolidated revenue during the third quarter of fiscal year 2015. In addition, in the third quarter of fiscal year 2014 we had a large one-time license and service sale to an existing customer of $0.7 million which was not repeated in the current quarter. Product sales to existing customers tend to be periodic in nature. We have begun transitioning our business model to bring to market a single managed solution for information governance, compliance and litigation readiness. This transition negatively impacted our revenues during the third quarter of fiscal year 2015 due to somewhat longer sales cycles with this type of business model.

16

Migration and Development Tools revenues for the three months ended January 31, 2015 was $2.6 million compared to $3.1 million for the same period last year, a decrease of $0.6 million or 17.9%. Migration and Development Tools revenues for the nine months ended January 31, 2015 were $7.9 million compared to $8.7 million or 8.6% lower for the same period last year. This decrease is primarily the result of timing of migration tools consulting services coupled with a decline in maintenance revenue due to the non-renewal of two customers.

Operating Expenses

Direct Costs of Information Governance. Direct costs of Information Governance revenue consist primarily of expenses related to employees, facilities, third party assistance and the amortization of purchased technology from third parties that were directly related to the generation of Information Governance revenue. Direct costs of Information Governance revenue was $1.6 million for the three months ended January 31, 2015 compared to $2.0 million in the same period of fiscal 2014, a decline of $0.4 million. Direct costs of Information Governance revenue was $4.8 million for the nine months ended January 31, 2015 compared to $6.3 million in the same period of fiscal 2014, a decline of $1.5 million. The decrease is a result of actions related to the organizational alignment, primarily salaries and related cost during the third quarter of fiscal year 2014.

Direct Costs of Migration and Development Tools Revenue. Direct costs of Migration and Development Tools revenue consist primarily of expenses related to employees, facilities, third party assistance, travel and royalty payments that were directly related to the generation of database and migration revenue. Direct costs of Migration and Development Tools revenue was $0.5 million for the three months ended January 31, 2015, and 2014 respectively. Direct costs of Migration and Development Tools revenue was $1.5 million and $1.4 million for the nine months ended January 31, 2015 and 2014, respectively. The slight decrease for the nine months ended January 31, 2015 is primarily the result of lower salary and related cost.

Product Development. Product development efforts are focused on on-going enhancements and increased functionality for all of our core products: Daegis AXS-One Archive, Daegis Edge, Daegis Acumen, Team Developer, SQLBase, Report Builder, NXJ, VISION, Composer CipherSoft and Composer Notes. Within our Development Tools product line, we developed a new mobile enterprise application development product, TD Mobile, during fiscal year 2014. Product development expenses consist primarily of employee and facilities costs incurred in the development and testing of new products and in the porting of new and existing products to additional hardware platforms and operating systems. Product development costs in the three months ended January 31, 2015 was $1.2 million, a decrease of $0.2 million compared to the three months ended January 31, 2014. Product development costs in the nine months ended January 31, 2015 was $3.6 million, a decrease of $1.1 million compared to the nine months ended January 31, 2014. The decrease in product development expenses is primarily a result of open positions resulting from employee turnover.

Selling, General and Administrative.Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and benefits, marketing programs, travel expenses, professional services, facilities expenses, amortization of intangible assets, and bad debt expense. SG&A expense was $2.8 million and $4.2 million for the three months ended January 31, 2015 and 2014, respectively. SG&A expense was $9.1 million and $11.6 million for the nine months ended January 31, 2015 and 2014, respectively. The decrease in SG&A expense is primarily due to alignment charges in fiscal 2014 and a reduction in outside consulting costs and employee benefit costs. For the three and nine months ended January 31, 2014, we had restructuring charges of $0.7 million and $1.0 million, respectively. For the three and nine months ended January 31, 2015 we had restructuring charges of $0 and $171 thousand, respectively.

Gain/(loss) from Change in Fair Value of Common Stock Warrant Liability.The change in fair value of common stock warrant liability for the three months ended January 31, 2015 resulted in a gain of $69 thousand, compared to a loss of $163 thousand in same period last year. The change in fair value of common stock warrant liability for the nine months ended January 31, 2015 resulted in a gain of $130 thousand, compared to a loss of $51 thousand in same period last year. The gain and loss is due primarily to changes in our common stock share price during the periods.

Interest Expense. Interest expense for the three months ended January 31, 2015 was $0.2 million compared to $0.3 million for the same period last year. Interest expense for the nine months ended January 31, 2015 was $0.7 million compared to $1.0 million for the same period last year. The decrease in interest expense is due primarily to the amendment of our Revolving Credit and Term Loan Agreement with Wells Fargo in July 2014, which resulted in moving more of our debt from the higher interest bearing Term Note B to Term Note A as well as a decrease in the total outstanding debt as a result of the additional annual payment based on the Company’s free cash flow.

17

Other, Net. Other, net consists primarily of foreign exchange rate gains and losses and other income. Other, net was a loss of $159 thousand and $54 thousand for the three months ended January 31, 2015 and 2014. Other, net was a loss of $400 thousand compared to a loss of $51 thousand for the nine months ended January 31, 2015 and 2014, respectively. The loss for the three and nine months ended January 31, 2015 is primarily related to the impact of foreign currency exchange rate changes on our euro dominated cash account.

Provision for Income Taxes. The provision for income tax was $302 thousand compared to $71 thousand for the three months ended January 31, 2015 and 2014, respectively. The provision for income tax was $286 thousand compared to $244 thousand for the nine months ended January 31, 2015 and 2014, respectively. For the three months ended January 31, 2015 and 2014, we recorded $5 thousand and $22 thousand in foreign tax expense and $297 thousand and $50 thousand in state and federal tax expense, respectively. For the nine months ended January 31, 2015 and 2014, we recorded $19 thousand and $89 thousand in foreign tax expense and $266 thousand and $156 thousand in state and federal tax expense, respectively. The federal tax expense is the result of a deferred tax liability for an indefinite-lived asset.

Liquidity and Capital Resources

At January 31, 2015, the Company had cash of $4.3 million compared to $7.2 million at April 30, 2014. Cash declined primarily as a result of our excess cash flow debt payment of $1.9 million, principal payments of $0.8 million, a principal pre-payment of $0.3 million, as well as capital expenditure purchases of $0.4 million. The Company had net accounts receivable of $5.0 million as of January 31, 2015 compared to $6.7 million as of April 30, 2014. The decline in accounts receivable is primarily the result of collection activities as well as lower revenue during the period. The lower revenue is primarily related to the decline in revenue from our former largest customer, which services ended in December 2014.

Effective July 31, 2014, the Company entered into an amendment to the Credit Agreement. In order to secure its obligations under the Credit Agreement, the Company has granted the lender a first priority security interest in substantially all of our assets. The total amount that can be borrowed under the Credit Agreement is based on a multiplier factor of the trailing twelve months of maintenance and Software-as-a-Service revenue.

The Credit Agreement consists of two term notes and a revolving credit note agreement. The amendment extended the term of the Credit Agreement through June 30, 2017, reduced the interest rate and modified certain financial covenants. This amendment, in conjunction with a prepayment made on July 31, 2014, under the Credit Agreement, reduced the outstanding principal balance on the Term A Loan to $10.1 million, and the Term B Loan, which incurred a minimum interest rate of 12.0%, has now been fully repaid. The Term Note A requires quarterly principal payments of $252,000 plus an additional annual payment based on the Company’s free cash flow for the year with any remaining amount due at maturity. To the extent the company makes annual principal payments based on free cash flow, the quarterly principal payments will be reduced. The Company incurs interest at the prevailing LIBOR rate plus 3.5 - 4.0% per annum with a minimum rate of 5.0%.

As of January 31, 2015 there is $9.3 million outstanding on the term note of which $0.8 million is current.

Under the terms of the revolving line of credit, the Company can borrow up to $5.0 million. The Company incurs interest expense on funds borrowed at the prevailing LIBOR rate plus 3.5 - 4.0% per annum with a minimum rate of 5.0%. The revolver has a maturity date of June 30, 2017. As of January 31, 2015 there is $2.5 million borrowed on the revolving line of credit, none of which is current. As of January 31, 2015, the Company was eligible to borrow an additional $2.6 million.

We are obligated to maintain certain minimum consolidated adjusted EBITDA levels, certain minimum liquidity levels, certain total leverage ratios, and certain fixed charge coverage ratios, all as calculated in accordance with the terms and definitions determining such amounts as contained in the Credit Agreement. The Credit Agreement also contains various information and financial reporting requirements. The Company is in compliance with all such covenants and requirements at January 31, 2015.

We believe our existing cash, along with forecasted operating cash flows and the revolving line of credit under the Credit Agreement will provide us with sufficient working capital for us to meet our operating plan for the next twelve months.

Operating Cash Flows. Cash provided by operations was $0.6 million and $0.8 million for the nine months ended January 31, 2015 and 2014, respectively. The reduction in operating cash flows was primarily the result of reduced revenue; resulting in less cash collected in the third quarter of fiscal 2015 as compared to the prior year.

Investing Cash Flows. Net cash used in investing activities was $0.4 million for the nine months ended January 31, 2015 and consisted of capital expenditures. Net cash provided by investing activities was $0.2 million for the nine months ended January 31, 2014 and was the result of proceeds from the sale of our Composer Mainframe product line, offset by capital expenditures.

18

Financing Cash Flows. Net cash used in financing activities for the nine months ended January 31, 2015 and 2014 was $3.1 million and $2.4 million, respectively and consisted primarily of principal payments on the Credit Agreement.

A summary of certain contractual obligations is as follows:

as of January 31, 2015 (in thousands)		Payments Due by Period
				Less than						After
Contractual Obligations		Total		1 year		1-3 years		3-5 years		5 years
Debt financing	$	11,817	$	755	$	11,062	$	-	$	-
Estimated interest expense		1,305		575		730		-		-
Other liabilities		165		165		-		-		-
Capital lease obligations		53		53		-		-		-
Operating leases		2,701		1,501		1,200		-		-
Total contractual cash obligations	$	16,041	$	3,049	$	12,992	$	-	$	-

Other liabilities primarily include mandatory severance costs associated with a French statutory government regulated plan covering all French employees.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk. The Company’s exposure to market rate risk for changes in interest rates relates primarily to its long term debt, which contains notes with variable interest rates.

The Credit Agreement consists of outstanding balances of a $9.3 million Term Note A and a revolving line of credit agreement of $2.5 million. The Term Note A and revolving line of credit bear interest at LIBOR plus 3.5-4.0%. The minimum LIBOR used in the interest rate is 1.0% for Term Note A and the revolving line of credit. LIBOR at January 31, 2015 is approximately 0.17%. A hypothetical 1% increase in the LIBOR rate would have no significant impact on our interest expense for the nine months ended January 31, 2015 as the minimum LIBOR rate under the credit agreement was more than the current LIBOR rate.

Foreign Currency Exchange Rate Risk. As a global concern, we face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have an adverse impact on the Company’s business, operating results and financial position. Due to the substantial volatility of currency exchange rates, among other factors, we cannot predict the effect of exchange rate fluctuations on our future operating results. A hypothetical 1% change in foreign currency rates would not have a significant impact on the Company’s business, operating results and financial position.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2015. The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective. Management recognizes that any disclosure controls and procedures no matter how well designed and operated, can only provide reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in Internal Controls. There have been no changes in our internal control over financial reporting that occurred during that period that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

19

DAEGIS INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Litigation

The Company is subject to legal proceedings and claims arising in the ordinary course of business. If such matters arise, the Company cannot assure that it would prevail in such matters, nor can it assure that any remedy could be reached on mutually agreeable terms, if at all. Due to the inherent uncertainties of litigation, were there any such matters, the Company would not be able to accurately predict their ultimate outcome. As of January 31, 2015, there were no current proceedings or litigation involving the Company that management believes would have a material adverse impact on its financial position, results of operations, or cash flows.

Item 1A. Risk Factors

A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended April 30, 2014. There have been no material changes in our risks from such descriptions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosure

Not applicable

Item 5. Other Information

20

Item 6. Exhibits

	Exhibits
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer under 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer under 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.

21

DAEGIS INC.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

February 26, 2015	Daegis Inc.
	(Registrant)
	By:
	/s/ SUSAN K. CONNER
	Susan K. Conner
	Chief Financial Officer
	(Principal Financial Officer)

22

EX-31.1

Exhibit 31.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER

I, Timothy P. Bacci, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Daegis Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ TIMOTHY P. BACCI

Timothy P. Bacci

Chief Executive Officer

(Principal Executive Officer)

Dated: February 26, 2015

EX-31.2

Exhibit 31.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER

I, Susan K. Conner, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Daegis Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; and

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ SUSAN K. CONNER

Susan K. Conner

Chief Financial Officer

(Principal Financial Officer)

Dated: February 26, 2015

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Daegis Inc. (the “Registrant”) on Form 10-Q for the quarter ended January 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy P. Bacci, Interim Chief Executive Officer of the Registrant, do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) the Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: February 26, 2015	/s/ TIMOTHY P. BACCI
	Timothy P. Bacci
	Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Daegis Inc. and will be retained by Daegis Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Daegis Inc. (the “Registrant”) on Form 10-Q for the quarter ended January 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susan K. Conner, Chief Financial Officer of the Registrant, do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: February 26, 2015	/s/ SUSAN K. CONNER
	Susan K. Conner
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Daegis Inc. and will be retained by Daegis Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Preferred Stock (Details) (Convertible Preferred Stock [Member], USD $)	1 Months Ended
	Aug. 31, 2013	Jun. 30, 2013	Jun. 30, 2011
Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Stock issued during period, shares, new issues			1,666,667
Stock issued during period, per share, new issues			$ 2.40
Stock issued during period, value, new issues			$ 4,000,000
Convertible preferred stock, shares of common stock issued upon conversion		1
Preferred stock annual dividend, per share		$ 0.24
Dividends, preferred stock	$ 66,000
Preferred stock cash dividend paid	$ 0.04

XML

Long-Term Debt (Schedule Of Maturities Of Long-term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015
Long-Term Debt [Abstract]
Remainder of 2015	$ 21
2016	1,039
2017	1,007
2018	9,803
Total debt	$ 11,870

XML

Intangible Assets (Schedule Of Intangible Assets And Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Apr. 30, 2014
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying amount	$ 13,574	$ 13,574
Finite-lived intangible assets, Accumulated amortization	(9,095)	(7,960)
Finite-lived intangible assets, Net carrying amount	4,479	5,614
Customer-Related [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying amount	6,236	6,236
Finite-lived intangible assets, Accumulated amortization	(4,913)	(4,403)
Finite-lived intangible assets, Net carrying amount	1,323	1,833
Technology-Based [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying amount	2,638	2,638
Finite-lived intangible assets, Accumulated amortization	(2,268)	(2,034)
Finite-lived intangible assets, Net carrying amount	370	604
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying amount	4,600	4,600
Finite-lived intangible assets, Accumulated amortization	(1,814)	(1,423)
Finite-lived intangible assets, Net carrying amount	2,786	3,177
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying amount	100	100
Finite-lived intangible assets, Accumulated amortization	$ (100)	$ (100)

XML

Segment Information (Schedule Of Segment Reporting Information By Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014	Apr. 30, 2014
Segment Reporting Information [Line Items]
Revenues	$ 5,694	$ 7,888	$ 19,008	$ 23,588
Operating Expenses	6,055	8,166	18,942	23,924
Operating Income (Loss)	(361)	(278)	66	(336)
Assets	27,618		27,618		33,653
Unallocated Corporate Expenses [Member]
Segment Reporting Information [Line Items]
Operating Expenses	1,169	2,109	4,055	5,659
Operating Income (Loss)	(1,169)	(2,109)	(4,055)	(5,659)
Information Governance [Member]
Segment Reporting Information [Line Items]
Revenues	3,142	4,779	11,100	14,936
Operating Expenses	3,282	4,438	9,935	13,423
Operating Income (Loss)	(140)	341	1,165	1,513
Assets	24,141		24,141		28,242
Migration and Development Tools [Member]
Segment Reporting Information [Line Items]
Revenues	2,552	3,109	7,908	8,652
Operating Expenses	1,604	1,619	4,952	4,842
Operating Income (Loss)	948	1,490	2,956	3,810
Assets	$ 3,477		$ 3,477		$ 5,411

XML

Stock Compensation Information (Summary Of Stock Option Activity) (Details) (USD $)	9 Months Ended			12 Months Ended
	Jan. 31, 2015		Jan. 31, 2014	Apr. 30, 2014
Stock Compensation Information [Abstract]
Shares, Outstanding at April 30, 2014	1,254,629
Shares, Granted	915,300
Shares, Exercised			0
Shares, Cancelled/expired	(322,655)
Shares, Outstanding at January 31, 2015	1,847,274			1,254,629
Shares, Exercisable at January 31, 2015	773,916
Weighted average exercise price, Outstanding at April 30, 2014	$ 2.38
Weighted average exercise price, Exercised
Weighted average exercise price, Outstanding at January 31, 2015	$ 1.69			$ 2.38
Weighted average exercise price, Exercisable at January 31, 2015	$ 2.81
Weighted average remaining contractual term (in years), Outstanding	7 years 9 months 11 days			6 years 9 months 26 days
Weighted average remaining contractual term (in years), Exercisable at January 31, 2015	5 years 3 months 29 days
Aggregate intrinsic value, Outstanding		[1]		$ 41,972	[1]

[1] Aggregate intrinsic value is defined as the difference between the current market value and the exercise price. It is estimated using the closing price of our common stock on the last trading day of the periods ended as of the dates indicated.

XML

Accrued Restructuring Charge

9 Months Ended

Jan. 31, 2015

Accrued Restructuring Charge [Abstract]

Accrued Restructuring Charge

4.Accrued Restructuring Charge

On December 3, 2013, we announced the completion of our organizational alignment in which the Archive and eDiscovery businesses were combined.  The alignment included movement of our operations, workforce reductions, abandonment of excess facilities and other charges in the Information Governance (formerly Archive and eDiscovery) reportable segment.  

A summary of the restructuring and other costs recognized as of January 31, 2015 are as follows:

								Deferred
				Lease		Asset		Rent		Other
		Severance		Abandonment		Impairment		Liability		Costs		Total
Amounts incurred and expected to be incurred	$	420	$	933	$	127	$	(356)	$	88	$	1,212

For the three months ended January 31, 2015 we had no cost associated with the restructuring. For the nine months ended January 31, 2015 we incurred total cost of $171 thousand which included $150 thousand related to lease abandonment cost and $21 thousand of other cost. 

At January 31, 2015, the accrued liability associated with the realignment consisted of the following:

				Lease
		Severance		Abandonment		Total
Accrued liability at April 30, 2014	$	96	$	464	$	560
Payments, net		(96)		(262)		(358)
Adjustments		-		33		33
Accrued liability at January 31, 2015	$	-	$	235	$	235

The restructuring and other related charges are included in the selling, general administrative expense line item in the Consolidated Statements of Operations.

XML

Accrued Restructuring Charge (Schedule Of Accrued Liability Associated With Realignment) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jan. 31, 2015
Restructuring Cost and Reserve [Line Items]
Accrued liability at April 30, 2014	$ 560
Payments, net	(358)
Adjustments	33
Accrued liability at January 31, 2015	235
Severance [Member]
Restructuring Cost and Reserve [Line Items]
Accrued liability at April 30, 2014	96
Payments, net	(96)
Lease Abandonment [Member]
Restructuring Cost and Reserve [Line Items]
Accrued liability at April 30, 2014	464
Payments, net	(262)
Adjustments	33
Accrued liability at January 31, 2015	$ 235

XML

Accrued Restructuring Charge (Summary Of Restructuring And Other Costs) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	$ 1,212
Severance [Member]
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	420
Lease Abandonment [Member]
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	933
Asset Impairment [Member]
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	127
Deferred Rent Liability [Member]
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	(356)
Other Costs [Member]
Restructuring Cost and Reserve [Line Items]
Amounts incurred and expected to be incurred	$ 88

XML

Fair Value Of Financial Instruments (Summary Of Activity Of Level 3 Inputs Measured On A Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jan. 31, 2015
Fair Value Of Financial Instruments [Abstract]
Balance at April 30, 2014	$ 276
Change in fair value of common stock warrant liability	(130)
Balance at January 31, 2015	$ 146

XML

Long-Term Debt (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	9 Months Ended
	Jul. 31, 2014 item	Jan. 31, 2015	Apr. 30, 2014
Credit Agreement [Member]
Debt Instrument [Line Items]
Number of term loans	2
Number of revolving lines of credit	1
Maturity date	Jun. 30, 2017
Term Note A [Member]
Debt Instrument [Line Items]
Term loan amount	10,100	$ 9,317	$ 11,324
Stated interest rate, minimum		5.00%
Quarterly principal payment		252
Reference rate		LIBOR
Term Note B [Member]
Debt Instrument [Line Items]
Term loan amount			$ 1,000
Stated interest rate, minimum		12.00%
Minimum [Member] | Term Note A [Member]
Debt Instrument [Line Items]
Basis spread on variable reference rate		3.50%
Maximum [Member] | Term Note A [Member]
Debt Instrument [Line Items]
Basis spread on variable reference rate		4.00%

XML

Intangible Assets

9 Months Ended

Jan. 31, 2015

Intangible Assets [Abstract]

Intangible Assets

3.Intangible Assets    

Intangible asset balances by major asset class are as follows (in thousands):     

		Gross				Net
		carrying		Accumulated		carrying
January 31, 2015		amount		amortization		amount
Customer-related	$	6,236	$	(4,913)	$	1,323
Technology-based		2,638		(2,268)		370
Trademarks		4,600		(1,814)		2,786
Trade name		100		(100)		-
Total	$	13,574	$	(9,095)	$	4,479
		Gross				Net
		carrying		Accumulated		carrying
April 30, 2014		amount		amortization		amount
Customer-related	$	6,236	$	(4,403)	$	1,833
Technology-based		2,638		(2,034)		604
Trademarks		4,600		(1,423)		3,177
Trade name		100		(100)		-
Total	$	13,574	$	(7,960)	$	5,614

Acquired finite-lived intangible assets are generally amortized on a straight-line basis over their estimated useful lives. The useful life of finite-lived intangible assets is the period over which the asset is expected to contribute directly or indirectly to future cash flows of the Company.  Intangible asset amortization expense for the three months endedJanuary 31, 2015 and 2014 was $0.4 million, respectively.  Intangible asset amortization expense for the nine months endedJanuary 31, 2015 and 2014 was $1.1 million and $1.2 million, respectively.  The estimated future amortization expense related to intangible assets as of January 31, 2015 is as follows (in thousands):

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	379
2016		1,096
2017		814
2018		774
2019		774
Thereafter		642
Total	$	4,479

XML

Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014	Apr. 30, 2014
Debt Instrument [Line Items]
Capital leases	$ 53		$ 147
Total debt	11,870		14,971
Less current portion	(808)		(3,123)
Total long term debt, net	11,062		11,848
Term Note A [Member]
Debt Instrument [Line Items]
Term loan amount	9,317	10,100	11,324
Term Note B [Member]
Debt Instrument [Line Items]
Term loan amount			1,000
Wells Fargo Revolving Line Of Credit [Member]
Debt Instrument [Line Items]
Revolving line of credit	$ 2,500		$ 2,500

XML

Loss Per Share (Schedule Of Earnings (Loss) Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ (923)	$ (878)	$ (1,146)	$ (1,721)
Dividends paid and payable on preferred stock				(66)
Net loss available to common stockholders	$ (923)	$ (878)	$ (1,146)	$ (1,787)
Weighted-average shares of common stock outstanding, basic	16,384	16,384	16,384	16,022
Effect of dilutive securities
Weighted-average shares of common stock outstanding, diluted	16,384	16,384	16,384	16,022
Basic	$ (0.06)	$ (0.05)	$ (0.07)	$ (0.11)
Diluted	$ (0.06)	$ (0.05)	$ (0.07)	$ (0.11)
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of antidilutive securities	1,847	1,465	1,847	1,621
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of antidilutive securities	719	909	719	909

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Apr. 30, 2014
Current assets:
Cash	$ 4,288	$ 7,178
Accounts receivable, net of allowances of $144 and $211, respectively	5,005	6,657
Prepaid expenses	558	617
Other current assets	242	358
Total current assets	10,093	14,810
Property and equipment, net of accumulated depreciation of $5,428 and $4,921, respectively	903	1,053
Goodwill	11,706	11,706
Intangibles, net	4,479	5,614
Other assets	437	470
Total assets	27,618	33,653
Current liabilities:
Accounts payable	729	308
Current portion of long-term debt	808	3,123
Accrued compensation and related expenses	802	1,185
Other accrued liabilities	1,235	971
Deferred revenue	6,846	8,590
Total current liabilities	10,420	14,177
Long-term debt, net of current portion	11,062	11,848
Deferred tax liabilities, net	1,166	1,032
Common stock warrant liability	146	276
Other long-term liabilities	654	1,095
Total liabilities	23,448	28,428
Commitments and contingencies
Stockholders' equity:
Common stock	17	17
Additional paid-in capital	100,243	100,152
Accumulated other comprehensive income	280	280
Accumulated deficit	(96,370)	(95,224)
Total stockholders' equity	4,170	5,225
Total liabilities and stockholders' equity	$ 27,618	$ 33,653

XML

Basis Of Presentation

9 Months Ended

Jan. 31, 2015

Basis Of Presentation [Abstract]

Basis Of Presentation

1.Basis of Presentation

The condensed consolidated financial statements prepared by Daegis Inc. (the “Company”, “we”, “us”, “our”) have been derived from our audited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.

The accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries that we control due to ownership of a controlling interest. Intercompany transactions and balances have been eliminated. While the interim financial information contained in this filing is unaudited, such financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) which we consider necessary for a fair presentation. The results for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in the Company’s Annual Report on Form10-K for the fiscal year ended April 30, 2014, as filed with the SEC.

In the second quarter of fiscal 2015 we announced the Company will move from selling products through business divisions to a holistic approach by product line featuring information governance, migration and development tools solutions.  As a result we have renamed our Archive and eDiscovery segment to Information Governance and our Development, Database and Migration tools segment to Migration and Development Tools.

Certain prior period balances in our consolidated statements of operations have been reclassified between direct costs of Information Governance revenue and selling, general and administrative expenses to conform with current presentation.

XML

Stock Compensation Information (Summary Of Equity-Based Compensation Expense From Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Employee Service Share-based Compensation, Allocation Of Recognized Period Costs [Line Items]
Total equity based compensation	$ 39	$ 38	$ 91	$ 130
Direct Costs of Revenue [Member]
Employee Service Share-based Compensation, Allocation Of Recognized Period Costs [Line Items]
Total equity based compensation	3	3	10	12
Product Development
Employee Service Share-based Compensation, Allocation Of Recognized Period Costs [Line Items]
Total equity based compensation	2	5	6	24
Selling, General and Administrative[Member]
Employee Service Share-based Compensation, Allocation Of Recognized Period Costs [Line Items]
Total equity based compensation	$ 34	$ 30	$ 75	$ 94

XML

Loss Per Share (Tables)

9 Months Ended

Jan. 31, 2015

Loss Per Share [Abstract]

Schedule Of Earnings Per Share, Basic And Diluted

(in thousands, except  per share amounts)		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Net loss	$	(923)	$	(878)	$	(1,146)	$	(1,721)
Dividends paid and payable on preferred stock		-		-		-		(66)
Net loss available to common stockholders	$	(923)	$	(878)	$	(1,146)	$	(1,787)
Weighted-average shares of common stock outstanding, basic		16,384		16,384		16,384		16,022
Effect of dilutive securities		-		-		-		-
Weighted-average shares of common stock outstanding, diluted		16,384		16,384		16,384		16,022
Loss per share of common stock:
Basic	$	(0.06)	$	(0.05)	$	(0.07)	$	(0.11)
Diluted	$	(0.06)	$	(0.05)	$	(0.07)	$	(0.11)
Antidilutive securities
Number of stock options		1,847		1,465		1,847		1,621
Number of warrants		719		909		719		909

XML

Stock Compensation Information (Summary Of Fair Value Assumptions) (Details) (USD $)	9 Months Ended		12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Apr. 30, 2014
Stock Compensation Information [Abstract]
Expected term (in years)	4 years 7 months 6 days	4 years
Risk-free interest rate	1.40%	0.90%
Volatility	76.00%	51.00%
Dividend yield	0.00%	0.00%	0.00%
Weighted-average fair value of stock options granted during the period	$ 0.52	$ 0.47

XML

Intangible Assets (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Intangible Assets [Abstract]
Intangible assets amortization expense	$ 400	$ 400	$ 1,135	$ 1,154

XML

Recent Accounting Pronouncements

9 Months Ended

Jan. 31, 2015

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

2.Recent Accounting Pronouncements    

In May 2014, the FASB issued Accounting Standards update No. 2014-09 Revenue from Contracts with Customers (ASU 204-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP.

The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting periods with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

In August 2014, the FASB issued Accounting Standards update No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  The ASU requires management to assess each annual and interim period if there is substantial doubt about the entity’s ability to continue as a going concern; provides principals for considering the mitigating effect of management’s plans; requires certain disclosures when substantial doubt is alleviated as a result of management’s plans, and requires an express statement and other disclosures when substantial doubt is not alleviated.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements. 

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Apr. 30, 2014
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance	$ 144	$ 211
Property and equipment, accumulated depreciation	$ 5,428	$ 4,921

XML

Intangible Assets (Tables)

9 Months Ended

Jan. 31, 2015

Intangible Assets [Abstract]

Schedule Of Intangible Assets And Goodwill

		Gross				Net
		carrying		Accumulated		carrying
January 31, 2015		amount		amortization		amount
Customer-related	$	6,236	$	(4,913)	$	1,323
Technology-based		2,638		(2,268)		370
Trademarks		4,600		(1,814)		2,786
Trade name		100		(100)		-
Total	$	13,574	$	(9,095)	$	4,479
		Gross				Net
		carrying		Accumulated		carrying
April 30, 2014		amount		amortization		amount
Customer-related	$	6,236	$	(4,403)	$	1,833
Technology-based		2,638		(2,034)		604
Trademarks		4,600		(1,423)		3,177
Trade name		100		(100)		-
Total	$	13,574	$	(7,960)	$	5,614

Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	379
2016		1,096
2017		814
2018		774
2019		774
Thereafter		642
Total	$	4,479

XML

Document And Entity Information	9 Months Ended
	Jan. 31, 2015	Feb. 26, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 31, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015
Entity Registrant Name	DAEGIS INC.
Entity Central Index Key	0000880562
Current Fiscal Year End Date	--04-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,384,444

XML

Accrued Restructuring Charge (Tables)

9 Months Ended

Jan. 31, 2015

Accrued Restructuring Charge [Abstract]

Summary Of Restructuring And Other Costs

								Deferred
				Lease		Asset		Rent		Other
		Severance		Abandonment		Impairment		Liability		Costs		Total
Amounts incurred and expected to be incurred	$	420	$	933	$	127	$	(356)	$	88	$	1,212

Schedule Of Accrued Liability Associated With Realignment

				Lease
		Severance		Abandonment		Total
Accrued liability at April 30, 2014	$	96	$	464	$	560
Payments, net		(96)		(262)		(358)
Adjustments		-		33		33
Accrued liability at January 31, 2015	$	-	$	235	$	235

XML

Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Revenues:
Information Governance	$ 3,142	$ 4,779	$ 11,100	$ 14,936
Migration and Development Tools	2,552	3,109	7,908	8,652
Total revenues	5,694	7,888	19,008	23,588
Operating expenses:
Direct costs of Information Governance	1,626	2,044	4,765	6,311
Direct costs of Migration and Development Tools	452	494	1,481	1,357
Product development	1,160	1,395	3,550	4,683
Selling, general and administrative	2,817	4,233	9,146	11,573
Total operating expenses	6,055	8,166	18,942	23,924
(Loss) income from operations	(361)	(278)	66	(336)
Other (expense) income
Gain (loss) from change in fair value of common stock warrant liability	69	(163)	130	(51)
Interest expense	(170)	(312)	(656)	(1,039)
Other, net	(159)	(54)	(400)	(51)
Total other (expense) income	(260)	(529)	(926)	(1,141)
Loss before income taxes	(621)	(807)	(860)	(1,477)
Provision for income taxes	302	71	286	244
Net Loss	$ (923)	$ (878)	$ (1,146)	$ (1,721)
Loss per share:
Basic	$ (0.06)	$ (0.05)	$ (0.07)	$ (0.11)
Diluted	$ (0.06)	$ (0.05)	$ (0.07)	$ (0.11)
Weighted-average shares used in computing loss per share:
Basic	16,384	16,384	16,384	16,022
Diluted	16,384	16,384	16,384	16,022

XML

Stock Compensation Information

9 Months Ended

Jan. 31, 2015

Stock Compensation Information [Abstract]

Stock Compensation Information

7.Stock Compensation Information

Stock-based compensation expense is determined from the estimated fair value of stock-based awards at the date of grant and is recognized over the vesting period of the awards, net of estimated forfeitures.  Stock-based compensation expense was comprised of the following (in thousands):     

		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Direct costs of revenue	$	3	$	3	$	10	$	12
Product development		2		5		6		24
Selling, general, and administrative		34		30		75		94
Total equity-based compensation	$	39	$	38	$	91	$	130

We estimate the fair value of our stock-based awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions including expected term, interest rates and expected volatility. Changes in the assumptions can materially affect the fair value estimates and ultimately how much we recognize as stock-based compensation expense. The weighted-average input assumptions used and resulting fair values were as follows:     

		Nine Months Ended
		January 31,
		2015		2014
Expected term (in years)		4.6		4.0
Risk-free interest rate		1.4	%	0.9	%
Volatility		76	%	51	%
Dividend yield		-		-
Weighted-average fair value of stock options granted during the period	$	0.52	$	0.47

We calculate our expected term using the simplified method as the historical exercise data does not provide a reasonable basis upon which to estimate expected life due to operational and structural changes of the Company.  The risk-free interest rate is based upon United States Treasury interest rates appropriate for the expected term of the awards. The expected volatility is based on the historical volatility of our common stock over the most recent period commensurate with the estimated expected term of our stock options. We did not pay cash dividends to common stockholders in fiscal 2014 or year to date in fiscal 2015, and do not anticipate paying any cash dividends on common stock in the foreseeable future. Accordingly, an expected dividend yield of zero is used in the Black-Scholes option pricing model.   

At January 31, 2015, there was approximately $0.4 million of unrecognized compensation expense related to unvested stock-based awards granted. The unrecognized expense is expected to be recognized over a weighted-average period of 3.29 years.     

A summary of our stock option activity for the nine months endedJanuary 31, 2015 is as follows:    

			Weighted-	Weighted-
			average	average remaining		Aggregate
			exercise	contractual		intrinsic
	Shares		price	term (in years)		value (1)
Outstanding at April 30, 2014	1,254,629	$	2.38	6.82	$	41,972
Granted	915,300
Exercised	-
Cancelled/expired	(322,655)
Outstanding at January 31, 2015	1,847,274		1.69	7.78		-
Exercisable at January 31, 2015	773,916	$	2.81	5.33	$	-

(1) Aggregate intrinsic value is defined as the difference between the current market value and the exercise price. It is estimated using the closing price of our common stock on the last trading day of the periods ended as of the dates indicated.

There were no awards exercised during the nine months endedJanuary 31, 2015and 2014. The total fair value of awards vested during the nine months endedJanuary 31, 2015and 2014 was $84 thousand and $0.2 million, respectively.  The total fair value of awards granted during the nine months endedJanuary 31, 2015and 2014 was $0.5 million and $0.2 million, respectively. 

XML

Long-Term Debt

9 Months Ended

Jan. 31, 2015

Long-Term Debt [Abstract]

Long-Term Debt

6.Long-Term Debt

Effective July 31, 2014, the Company entered into an amendment to its Revolving Credit and Term Loan Agreement with Wells Fargo Capital Finance (the “Credit Agreement”). In order to secure its obligations under the Credit Agreement, the Company has granted the lender a first priority security interest in substantially all of our assets. The total amount that can be borrowed under the Credit Agreement is based on a multiplier factor of the trailing twelve months of maintenance and Software-as-a-Service revenue. 

The Credit Agreement consists of two term notes and a revolving credit note agreement. The amendment extended the term of the Credit Agreement through June 30, 2017, reduced the interest rate and modified certain financial covenants. This amendment, in conjunction with a prepayment made on July 31, 2014 under the Credit Agreement, reduced the outstanding principal balance on the Term A Loan to $10.1 million, and the Term B Loan, which incurred a minimum interest rate of 12.0%, has now been fully repaid.  The Term Note A requires quarterly principal payments of $252,000 plus an additional annual payment based on the Company’s free cash flow for the year with any remaining amount due at maturity.  To the extent the Company makes annual principal payments based on free cash flow, the quarterly principal payments will be reduced.  The Company incurs interest at the prevailing LIBOR rate plus 3.5-4.0% per annum with a minimum rate of 5.0%.

Our long-term debt consists of the following (in thousands):    

		January 31,		April 30,
		2015		2014
Term Note A	$	9,317	$	11,324
Term Note B		-		1,000
Revolving line of credit		2,500		2,500
Capital leases		53		147
		11,870		14,971
Less current portion		(808)		(3,123)
Total long term debt, net	$	11,062	$	11,848

The Credit Agreement requires ongoing compliance with certain affirmative and negative covenants. The affirmative covenants include, but are not limited to: (i) maintenance of existence and conduct of business; (ii) compliance with laws; (iii) use of proceeds; and (iv) books and records and inspection. The negative covenants set forth in the Credit Agreement include, but are not limited to, restrictions on our ability (and on our subsidiaries): (i) with certain limited exceptions, to create, incur, assume or allow to exist indebtedness; (ii) with certain limited exceptions, to create, incur, assume or allow to exist liens on properties; (iii) with certain limited exceptions, to make certain payments, transfers of property, or investments; or (iv) with certain limited exceptions, to make acquisitions.

We are obligated to maintain certain minimum consolidated adjusted EBITDA levels, certain minimum liquidity levels, certain total leverage ratios, and certain fixed charge coverage ratios, all as calculated in accordance with the terms and definitions determining such amounts as contained in the Credit Agreement. The Credit Agreement also contains various information and financial reporting requirements. The Company is in compliance with all such covenants and requirements at January 31, 2015.  

A summary of expected future principal payments, excluding any annual principal payments based on free cash flow, on long-term debt obligations as of January 31, 2015is as follows (in thousands):    

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	21
2016		1,039
2017		1,007
2018		9,803
	$	11,870

XML

Segment Information (Tables)

9 Months Ended

Jan. 31, 2015

Segment Information [Abstract]

Schedule Of Segment Reporting Information, By Segment

(in thousands)		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Total revenues:
Information Governance	$	3,142	$	4,779	$	11,100	$	14,936
Migration and Development Tools		2,552		3,109		7,908		8,652
Total revenues	$	5,694	$	7,888	$	19,008	$	23,588
Operating expenses:
Information Governance	$	3,282	$	4,438	$	9,935	$	13,423
Migration and Development Tools		1,604		1,619		4,952		4,842
Unallocated corporate expenses		1,169		2,109		4,055		5,659
Total operating expenses	$	6,055	$	8,166	$	18,942	$	23,924
(Loss) income from operations:
Information Governance	$	(140)	$	341	$	1,165	$	1,513
Migration and Development Tools		948		1,490		2,956		3,810
Unallocated corporate expenses		(1,169)		(2,109)		(4,055)		(5,659)
Total (loss) income from operations	$	(361)	$	(278)	$	66	$	(336)
		January 31,		April 30,
		2015		2014
Total assets:
Information Governance	$	24,141	$	28,242
Migration and Development Tools		3,477		5,411
Total assets	$	27,618	$	33,653

XML

Fair Value Of Financial Instruments (Tables)

9 Months Ended

Jan. 31, 2015

Fair Value Of Financial Instruments [Abstract]

Summary Of Activity Of Level 3 Inputs Measured On A Recurring Basis

(in thousands)		Common stock warrants
Balance at April 30, 2014	$		276
Change in fair value of common stock warrant liability			(130)
Balance at January 31, 2015	$		146

XML

Loss Per Share

9 Months Ended

Jan. 31, 2015

Loss Per Share [Abstract]

Loss Per Share

10.Loss Per Share

Basic loss per share is computed by dividing net loss less dividends payable on preferred stock by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.   

(in thousands, except  per share amounts)		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Net loss	$	(923)	$	(878)	$	(1,146)	$	(1,721)
Dividends paid and payable on preferred stock		-		-		-		(66)
Net loss available to common stockholders	$	(923)	$	(878)	$	(1,146)	$	(1,787)
Weighted-average shares of common stock outstanding, basic		16,384		16,384		16,384		16,022
Effect of dilutive securities		-		-		-		-
Weighted-average shares of common stock outstanding, diluted		16,384		16,384		16,384		16,022
Loss per share of common stock:
Basic	$	(0.06)	$	(0.05)	$	(0.07)	$	(0.11)
Diluted	$	(0.06)	$	(0.05)	$	(0.07)	$	(0.11)
Antidilutive securities
Number of stock options		1,847		1,465		1,847		1,621
Number of warrants		719		909		719		909

Potentially dilutive securities that are not included in the diluted net loss calculation are antidilutive, because the exercise prices of these securities are greater than the average market price of the stock during the respective periods.  Due to the loss on common stock for the three and nine months ended January 31, 2015 and 2014, the effect of outstanding stock-based awards was excluded from the computation of diluted loss per common share as their effect was antidilutive.

XML

Income Taxes

9 Months Ended

Jan. 31, 2015

Income Taxes [Abstract]

Income Taxes

8.Income Taxes

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.   

We are subject to income taxes in the U.S. federal jurisdiction, various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In general, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the fiscal years before 2008. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Therefore, no reserves for uncertain income tax positions have been recorded.   

Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of January 31, 2015and April 30, 2014, we did not have any accrued interest or penalties associated with unrecognized tax benefits, nor did we record interest expense associated with unrecognized tax benefits in the nine months endedJanuary 31, 2015 and 2014.

XML

Preferred Stock

9 Months Ended

Jan. 31, 2015

Preferred Stock [Abstract]

Preferred Stock

9.Preferred Stock    

In June 2011, we issued, through a private placement,1,666,667 shares of preferred stock to a group of related party institutional investors at a price of $2.40 per share for a total of $4.0 million.  These shares of preferred stock were automatically converted on a 1-for-1 basis into shares of common stock on June 30, 2013. The preferred stock included an annual dividend of $0.24 per share payable in cash or stock at our option. In August 2013, we paid a final dividend of  $66,000on this preferred stock ($0.04 per preferred share).

XML

Segment Information

9 Months Ended

Jan. 31, 2015

Segment Information [Abstract]

Segment Information

11.Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. We have evaluated our approach for making operating decisions and assessing the performance of our business and determined that we have two reportable segments.   In the second quarter of fiscal 2015 we announced the Company will move from selling products through business divisions to a holistic approach by product line featuring information governance and migration and development solutions.  As a result we have renamed our Archive and eDiscovery segment to Information Governance and our Development, Database and Migration tools segment to Migration and Development Tools.

The accounting policies of the segments are the same as those described Note 1 of Part III, Item 15 of our Annual Report on Form 10-K for our fiscal year ended April 30, 2014.  We evaluate performance based on income from operations (total revenues less operating costs).  We do not allocate certain corporate costs to each segment and therefore disclose these amounts separately in our segment table.

For the three months ended January 31, 2015 and 2014, total revenue from the United States was $2.4million and $5.4 million, respectively.Total revenue from all other countries for the three months ended January 31, 2015 and 2014 was $3.3 million and $2.5 million, respectively.  For the nine months endedJanuary 31, 2015 and 2014, total revenue from the United States was $11.4 million and $15.9 million, respectively.Total revenue from all other countries for the nine months endedJanuary 31, 2015 and 2014 was $7.6 million and $7.8 million, respectively.Total long-lived assets as of January 31, 2015 and April 30, 2014, for the United States, were $17.5 million and $18.8 million, respectively. There were no long-lived assets in other countries as of January 31, 2015 and April 30, 2014.

(in thousands)		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Total revenues:
Information Governance	$	3,142	$	4,779	$	11,100	$	14,936
Migration and Development Tools		2,552		3,109		7,908		8,652
Total revenues	$	5,694	$	7,888	$	19,008	$	23,588
Operating expenses:
Information Governance	$	3,282	$	4,438	$	9,935	$	13,423
Migration and Development Tools		1,604		1,619		4,952		4,842
Unallocated corporate expenses		1,169		2,109		4,055		5,659
Total operating expenses	$	6,055	$	8,166	$	18,942	$	23,924
(Loss) income from operations:
Information Governance	$	(140)	$	341	$	1,165	$	1,513
Migration and Development Tools		948		1,490		2,956		3,810
Unallocated corporate expenses		(1,169)		(2,109)		(4,055)		(5,659)
Total (loss) income from operations	$	(361)	$	(278)	$	66	$	(336)
		January 31,		April 30,
		2015		2014
Total assets:
Information Governance	$	24,141	$	28,242
Migration and Development Tools		3,477		5,411
Total assets	$	27,618	$	33,653

XML

Stock Compensation Information (Narrative) (Details) (USD $)	9 Months Ended		12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Apr. 30, 2014
Stock Compensation Information [Abstract]
Dividend payments	$ 0		$ 0
Dividend yield	0.00%	0.00%	0.00%
Unrecognized compensation expense	400,000
Cost recognition, weighted-average period, years	3 years 3 months 15 days
Exercise of stock options, shares		0
Fair value of awards vested	84,000	200,000
Fair value of awards granted	$ 500,000	$ 200,000

XML

Stock Compensation Information (Tables)

9 Months Ended

Jan. 31, 2015

Stock Compensation Information [Abstract]

Schedule Of Equity-Based Compensation Expense From Operations

		Three Months Ended				Nine Months Ended
		January 31,				January 31,
		2015		2014		2015		2014
Direct costs of revenue	$	3	$	3	$	10	$	12
Product development		2		5		6		24
Selling, general, and administrative		34		30		75		94
Total equity-based compensation	$	39	$	38	$	91	$	130

Summary Of Fair Value Assumptions

		Nine Months Ended
		January 31,
		2015		2014
Expected term (in years)		4.6		4.0
Risk-free interest rate		1.4	%	0.9	%
Volatility		76	%	51	%
Dividend yield		-		-
Weighted-average fair value of stock options granted during the period	$	0.52	$	0.47

Summary Of Stock Option Activity

			Weighted-	Weighted-
			average	average remaining		Aggregate
			exercise	contractual		intrinsic
	Shares		price	term (in years)		value (1)
Outstanding at April 30, 2014	1,254,629	$	2.38	6.82	$	41,972
Granted	915,300
Exercised	-
Cancelled/expired	(322,655)
Outstanding at January 31, 2015	1,847,274		1.69	7.78		-
Exercisable at January 31, 2015	773,916	$	2.81	5.33	$	-

(1) Aggregate intrinsic value is defined as the difference between the current market value and the exercise price. It is estimated using the closing price of our common stock on the last trading day of the periods ended as of the dates indicated.

XML

Intangible Assets (Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Apr. 30, 2014
Intangible Assets [Abstract]
Remainder of 2015	$ 379
2016	1,096
2017	814
2018	774
2019	774
Thereafter	642
Finite-lived intangible assets, Net carrying amount	$ 4,479	$ 5,614

XML

Segment Information (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014	Apr. 30, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of reportable segments			2
Revenues	$ 5,694,000	$ 7,888,000	$ 19,008,000	$ 23,588,000
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,400,000	5,400,000	11,400,000	15,900,000
Long-lived assets	17,500,000		17,500,000		18,800,000
All Other Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3,300,000	2,500,000	7,600,000	7,800,000
Long-lived assets	$ 0		$ 0		$ 0

XML

Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Cash flows from operating activities:
Net loss	$ (1,146)	$ (1,721)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation	525	740
Amortization of intangible assets	1,135	1,154
Loss on disposal of equipment	2	199
Provision for doubtful accounts	(67)	129
Stock based compensation expense	91	130
Deferred tax liability	134	60
(Gain) loss from change in fair value of common stock warrant liability	(130)	51
Changes in operating assets and liabilities:
Accounts receivable	1,720	1,602
Prepaid expenses and other current assets	175	563
Other assets	33	154
Accounts payable	421	195
Accrued compensation and related expenses	(383)	(1,062)
Other accrued liabilities	263	140
Deferred revenue	(2,123)	(1,137)
Other long term liabilities	(62)	(348)
Net cash provided by operating activities	588	849
Cash flows from investing activities:
Proceeds from sale of property and equipment		4
Proceeds from assets held for sale		400
Purchases of property and equipment	(377)	(253)
Net cash (used in) provided by investing activities	(377)	151
Cash flows from financing activities:
Payment of preferred stock dividends		(66)
Principal payments under debt obligations	(3,007)	(2,253)
Principal payments on capital leases	(94)	(127)
Net cash used in financing activities	(3,101)	(2,446)
Net change in cash	(2,890)	(1,446)
Cash, beginning of period	7,178	5,459
Cash, end of period	4,288	4,013
Supplemental cash flow information:
Cash paid for interest	308	889
Cash (received) paid for income taxes	$ (21)	$ 151

XML

Fair Value Of Financial Instruments

9 Months Ended

Jan. 31, 2015

Fair Value Of Financial Instruments [Abstract]

Fair Value of Financial Instruments

5.Fair Value of Financial Instruments     

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, we use various valuation approaches and establish a hierarchy for inputs used in measuring fair value that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.  Unobservable inputs are inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The hierarchy is broken down into three levels based on the observability of inputs as follows:

· Level 1 – Quoted prices in active markets for identical assets and liabilities.

· Level 2 – Observable inputs other than those included in Level 1, such as quoted market prices for similar assets and liabilities in active markets or quoted prices for identical assets in inactive markets.

· Level 3 – Unobservable inputs are used when little or no market data is available and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

We value our common stock warrant liability on a recurring basis based on open form option pricing models which, based on the relevant inputs, render the fair value estimate Level 3.  Changes in the fair value of the warrants are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of common stock warrant liability.”

Fair Value on a Recurring Basis

The following table summarizes the activity of Level 3 inputs measured on a recurring basis for the nine months endedJanuary 31, 2015:   

(in thousands)		Common stock warrants
Balance at April 30, 2014	$		276
Change in fair value of common stock warrant liability			(130)
Balance at January 31, 2015	$		146

XML

Accrued Restructuring Charges (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
	Jan. 31, 2015	Jan. 31, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	$ 0	$ 171,000
Lease Abandonment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred		150,000
Other Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred		$ 21,000

XML

Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Apr. 30, 2014
Income Taxes [Abstract]
Reserve for uncertain tax positions	$ 0
Accrued interest or penalties associated with unrecognized tax benefits	$ 0	$ 0

XML

Long-Term Debt (Tables)

9 Months Ended

Jan. 31, 2015

Long-Term Debt [Abstract]

Schedule Of Long-Term Debt

		January 31,		April 30,
		2015		2014
Term Note A	$	9,317	$	11,324
Term Note B		-		1,000
Revolving line of credit		2,500		2,500
Capital leases		53		147
		11,870		14,971
Less current portion		(808)		(3,123)
Total long term debt, net	$	11,062	$	11,848

Schedule Of Maturities Of Long-term Debt

Fiscal Year Ending April 30,		Amount
Remainder of 2015	$	21
2016		1,039
2017		1,007
2018		9,803
	$	11,870