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): March 1, 2004
UNIFY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 001-11807 94-2710559
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) 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
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99.1 Press release dated February 24, 2004
99.2 Transcript of Portion of February 24, 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 February 24, 2004, Unify Corporation (the "Company") issued a press
release regarding the Company's financial results for its third fiscal quarter
ended January 31, 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 third quarter and the prior
year third 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:
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses:
Nine Months Nine Months
ended ended
Jan 31, 2004 Jan 31, 2003 Variance
GAAP Operating Expenses $7,926,000 $7,982,000
Adjustments :
Severance Charges (200,000)
Write-down of Other
Investments (175,000) (50,000)
Special Charges
(Recoveries) (1) (110,000) 132,000
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Non-GAAP Operating Expenses $7,441,000 $8,064,000 $623,000
8%
(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 for both the most recently completed third quarter and
the prior year third quarter, as well as a comparison 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.
Software License Revenue
------------------------
Quarter End Quarter End Nine Months End Nine Months End
Jan. 31, 2004 % Jan. 31, 2003 % Jan. 31, 2004 % Jan. 31, 2003 %
--------------------------------------------------------------------------------------------------
End user
revenue $ 783,000 35% $ 1,189,000 55% $ 1,533,000 23% $ 2,308,000 46%
Indirect
revenue 402,000 65% 637,000 45% 2,894,000 77% 1,966,000 54%
Total
Revenue
(GAAP) $ 1,185,000 100% $ 1,826,000 100% $ 4,427,000 100% $ 4,274,000 100%
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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.
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: March 1, 2004
By: /s/ Peter J. DiCorti
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Peter J. DiCorti
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press release dated February 24, 2004
99.2 Transcript of Portion of February 24, 2004
Conference Call