SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 10, 2004
UNIFY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | | 001-11807 | | 94-2710559 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File No.) | | (I.R.S. Employer
Identification No.) |
2101 Arena Blvd.
Sacramento, California 95834
(Address of principal executive offices)
(916) 928-6400
(Registrant’s telephone number, including area code)
ITEM 7. Financial Statements and Exhibits
c. Exhibits
Exhibit Number | | Description |
| | |
99.1 | | Press release dated June 8, 2004 |
99.2 | | Transcript of Portion of June 8, 2004 Conference Call |
Item 12. Result of Operations and Financial Condition
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
On June 8, 2004, Unify Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fourth fiscal quarter and fiscal year ended April 30, 2004. The full text of the Company’s press release is attached hereto as Exhibit 99.1
In the press release the Company provided certain non-GAAP financial measures, specifically, the reconciliation of GAAP net income to non-GAAP net income (loss) for both the most recently completed fourth quarter and the prior year fourth quarter, as well as a comparison on a year-to-date basis, year over year.
Reflected in the reconciliation were certain adjustments included in the measurement of GAAP net income that the Company believes are useful in explaining to investors its net income (loss) from ongoing operations. The Company believes this non-GAAP measure is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure.
In the conference call referred to in the press release, the Company provided certain non-GAAP financial measures, including, the affect of certain adjustments on GAAP basis operating expenses in determining non-GAAP operating expenses, in comparison on a year-to-date basis, year over year, which the Company believes is useful because it permits investors to evaluate important expense and recovery components that may not be apparent from use of the most directly comparable GAAP financial measure. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below:
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Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses:
| | Twelve Months
ended
30-Apr-04 | | Twelve Months
ended
30-Apr-03 | | Variance | |
| | | | | | | |
GAAP Operating Expenses | | $ | 11,011,000 | | $ | 10,699,000 | | | |
| | | | | | | |
Adjustments : | | | | | | | |
Severance Charges | | -200,000 | | | | | |
Write-down of Other Investments | | -175,000 | | -200,000 | | | |
Special Charges (Recoveries) (1) | | -110,000 | | 132,000 | | | |
| | | | | | | |
Non-GAAP Operating Expenses | | $ | 10,526,000 | | $ | 10,631,000 | | $ | (105,000 | ) |
| | | | | | -1.0 | % |
| | | | | | | | | | |
(1) Special charges (recoveries) related primarily to litigation expenses
In the conference call referred to in the press release, the Company also provided the ratio of “end user” software license revenues to “indirect” software license revenues on a year-to-date basis, year over year.
These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable, the revenue that is being compared. For example, the calculation of end user revenues excluded indirect revenues and vice versa. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is set forth below. The Company believes these non-GAAP measures are useful because they permit investors to evaluate changes in important revenue components that may not be apparent from use of the most directly comparable GAAP financial measure.
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Software License Revenue
| | Twelve months end
April 30, 2004 | | % | | Twelve months end
April 30, 2003 | | % | |
| | | | | | | | | |
End user revenue | | $ | 2,350,000 | | 38 | % | $ | 2,784,000 | | 47 | % |
| | | | | | | | | |
Indirect revenue | | 3,761,000 | | 62 | % | 3,110,000 | | 53 | % |
| | | | | | | | | |
Total Revenue (GAAP) | | $ | 6,111,000 | | 100 | % | $ | 5,894,000 | | 100 | % |
The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies. A transcript of the portions of the conference call discussing Non-GAAP financial measures is attached hereto as Exhibit 99.2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Unify Corporation
(Registrant)
Date: June 10, 2004
By: | /s/ Peter J. DiCorti | |
|
Peter J. DiCorti |
Vice President and Chief Financial Officer |
(Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
Exhibit Number | | Description |
| | |
99.1 | | Press release dated June 8, 2004 |
99.2 | | Transcript of Portion of February 24, 2004 Conference Call |
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