0001206774-15-003026.txt : 20150910 0001206774-15-003026.hdr.sgml : 20150910 20150910170928 ACCESSION NUMBER: 0001206774-15-003026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150910 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150910 DATE AS OF CHANGE: 20150910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAEGIS INC. CENTRAL INDEX KEY: 0000880562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942710559 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11807 FILM NUMBER: 151101764 BUSINESS ADDRESS: STREET 1: 1420 ROCKY RIDGE DRIVE STREET 2: SUITE 380 CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9162184700 MAIL ADDRESS: STREET 1: 1420 ROCKY RIDGE DRIVE STREET 2: SUITE 380 CITY: ROSEVILLE STATE: CA ZIP: 95661 FORMER COMPANY: FORMER CONFORMED NAME: UNIFY CORP DATE OF NAME CHANGE: 19960419 8-K 1 daegis_8k.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

Date of report (date of earliest event reported):
September 10, 2015

Daegis Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-11807 94-2710559
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation)   Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On September 10, 2015, Daegis Inc. (the “Company” or “Daegis”) issued a press release announcing the Company’s financial results for the first quarter ending July 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1       Press Release dated September 10, 2015, titled “Daegis Inc. Reports Fiscal 2016 First Quarter Results”.



SIGNATURES

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

Date: September 10, 2015

DAEGIS INC.      
(Registrant)  
 
By:    /s/   Susan K. Conner
  Susan K. Conner
  Chief Financial Officer


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED SEPTEMBER 10, 2015
  News Release
FOR IMMEDIATE RELEASE

Daegis Inc. Reports Fiscal 2016 First Quarter Results

Company Continues Execution on Channel Strategy and Delivers New Product Releases

IRVING, Texas – Sept. 10, 2015 – Daegis Inc. (NASDAQ: DAEG), a global information governance, data migration and application development software company, today announced financial results for its first quarter ended July 31, 2015.

First Quarter Fiscal 2016 Financial Highlights

Total revenue of $5.2 million, compared to $6.7 million year over year. Approximately $1.3 million of the decrease is the result of the Company’s strategic de-emphasis of its eDiscovery services business. Revenue also declined $200,000 from the strengthening dollar on certain of the Company’s European maintenance renewals.
GAAP net loss of $0.7 million or $0.04 loss per share, compared to GAAP net loss of $0.2 million or $0.02 loss per share for the same period last year.
Adjusted EBITDA of $1,000, compared to $823,000 last year. (1)
Non-GAAP net loss of $75,000 or $0.00 loss per share, compared to Non-GAAP Net Income of $240,000 or $0.01 per share last year. (1)
Cash at July 31, 2015 was $2.5 million, compared to $5.4 million at April 30, 2015. The decrease reflects a $1.5 million elective debt payment made during the quarter.
Total debt outstanding at July 31, 2015 was $9.8 million, a decrease of $2.0 million from April 30, 2015.

Commenting on the results, Daegis’ CEO Tim Bacci said, “Our first quarter results reflect the execution of our enterprise software strategy and the wind down of our eDiscovery services business. Excluding eDiscovery services revenue and the headwind from the strengthening dollar over last year, our revenue is slightly up year over year. There is stability in our core business with strong maintenance renewals and a backlog of approximately $1.2 million in professional services, which we expect to recognize over the remainder of this fiscal year. Our product roadmap is customer-focused with a major upgrade release of the archive planned for later this month as well as a recently released new version of our SQLBase product that delivers significant new functionality for our development and database customers.”

Bacci continued, “We’re managing the business by investing in the areas that continue to advance our strategy while maintaining a disciplined cost structure in support of our long-term strategic objectives. Our focus is where it needs to be, which is developing sustainable global direct and channel programs and initiatives while delivering products that meet the needs of our customers. Consistent with what we’ve been anticipating, we expect to begin to see top line growth, with second quarter revenue sequentially increasing by a range of $250,000 to $750,000 over the first quarter of fiscal 2016.”



Other Company Highlights 

Released SQLBase 12.0 with significant new capabilities for scalability and multi-user performance.
Completed development of Version 4.0 of the AXS-One Archive to meet the enterprise needs of global organizations for expanded search capabilities, as well as SharePoint connector enhancements.
Achieved additional certification of the AXS-One Archive on Cisco’s storage product lines, which allows for a more comprehensive go-to-market plan with Cisco’s global sales force.
Conducted training initiatives to support a broader global rollout of our Information Governance solutions with Oracle’s sales force.
Added two seasoned enterprise software sales executives to the U.S. region.

First Quarter 2016 Comparative Financial Summary

$ In Millions, except per share and % data Q1 Q1 % or $
FY2016 FY2015 Change(2)
Total Revenue $5.2 $6.7 ($1.4)
Information Governance Revenue $2.9 $4.1 ($1.2)
Migration Revenue $0.1 $0.2 ($0.1)
Database & Development Tools Revenue $2.2 $2.4 ($0.2)
GAAP Net Loss ($0.7) ($0.2) ($0.4)
GAAP Net Income (Loss) Per Share – Diluted ($0.04) ($0.02) ($0.02)
Adjusted EBITDA(1) $0.0 $0.8 ($0.8)
Adjusted EBITDA Margin(1) 0% 12% (12%)
Non-GAAP Net Income (Loss) (1) ($0.1) $0.2 ($0.3)
Non-GAAP Net Income (Loss) Per Share -
Diluted
(1)
($0.00) $0.01 ($0.01)

(1)   See reconciliation table below regarding the presentation of Adjusted EBITDA and Non- GAAP net income.
(2) The calculation of percentage or dollar change is based on unrounded numbers.
 


About Daegis Inc.
Daegis Inc. (NASDAQ: DAEG) is a global enterprise software company with comprehensive offerings for information governance, application migration, data management and application development. Our products include leading-edge enterprise archive and eDiscovery technology, mobile application development technology, application migration and data management software. Approximately 20% of Fortune 100 companies use our solutions. We are headquartered in Irving, Texas and serve our worldwide customer base through our offices in California, New Jersey, Australia, Canada, France, Germany and the UK.

Some of the information in this press release may contain projections or other forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. We wish to caution you that these statements involve risks and uncertainties and actual events or results may differ materially. When the words “believes,” “expects,” “plans,” “projects,” “estimates” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions and information currently available to management and are subject to a number of factors and uncertainties that may cause the actual results, performance or achievements of the Company to differ materially from those described herein. Although the Company believes the expectations in this press release to be reasonable, there can be no assurance that such expectations will prove to be correct. Examples of forward-looking statements in this press release include the statements made by Mr. Bacci. Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are general market and economic conditions, our ability to execute our business strategy and integrate acquired businesses, the effectiveness of our sales team and approach, our ability to target, analyze and forecast the revenue to be derived from a customer and the costs associated with providing services to that customer, the date during the course of a fiscal year that a new customer is acquired, the length of the integration cycle for new customers and the timing of revenues and costs associated therewith, our customer concentration given that the Company is currently dependent on a few large customer relationships, potential competition in the marketplace, the ability to retain and attract employees, market acceptance of our service programs and pricing options, our ability to maintain our existing technology platform and to deploy new technology, our ability to sign new customers and control expenses, the possibility of the discontinuation of some customer relationships, the financial condition of our customers’ business and other factors detailed in the Company’s filings with the Securities and Exchange Commission.

Contact:
Daegis
Susan K. Conner
(214) 584-6427
sconner@daegis.com

# # #



DAEGIS INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)

July 31, April 30,
      2015       2015
ASSETS
Current assets:
       Cash $ 2,460 $ 5,426
       Accounts receivable, net 2,654 3,918
       Prepaid expenses 510 765
       Other current assets 217 203
              Total current assets 5,841 10,312
 
Property and equipment, net 872 864
Goodwill 11,706 11,706
Intangibles, net 3,767 4,102
Other assets 427 422
       Total assets $        22,613 $        27,406
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
       Accounts payable $ 465 $ 616
       Current portion of long-term debt 755 1,029
       Accrued compensation and related expenses 879 869
       Other accrued liabilities 785 881
       Deferred revenue 5,984 7,584
              Total current liabilities 8,868 10,979
 
Long-term debt, net of current portion 9,058 10,810
Deferred tax liabilities, net 955 1,119
Common stock warrant liability 125 195
Other long-term liabilities 578 623
       Total liabilities 19,584 23,726
 
Commitments and contingencies
 
Stockholders’ equity:
       Common stock 17 17
       Additional paid-in capital 100,338 100,293
       Accumulated other comprehensive income 280 280
       Accumulated deficit (97,606 ) (96,910 )
              Total stockholders’ equity 3,029 3,680
                     Total liabilities and stockholders’ equity $ 22,613 $ 27,406



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

Three Months Ended
July 31,
2015 2014
Revenues:
       Information Governance $        2,922       $        4,104
       Migration 97 197
       Database & Development Tools 2,201 2,361
              Total revenues 5,220 6,662
 
Operating expenses:
       Direct costs of revenue 1,880 2,061
       Product development 1,291 1,173
       Selling, general and administrative 2,859 3,370
              Total operating expenses 6,030 6,604
                     Income (loss) from operations (810 ) 58
 
Other income (expense):  
       Gain from change in fair value of common stock warrant liability 70   95
       Interest expense (210 ) (303 )
       Other, net (3 ) (100 )
              Total other income (expense) (143 ) (308 )
 
       Loss before income taxes (953 ) (250 )
Benefit from income taxes (257 ) (3 )
       Net loss $ (696 ) $ (247 )
 
Loss per share:
       Basic $ (0.04 ) $ (0.02 )
       Diluted $ (0.04 ) $ (0.02 )
 
Weighted-average shares used in computing loss per share
       Basic 16,389 16,384
       Diluted 16,389 16,384



DAEGIS INC.
RECONCILIATION OF GAAP OPERATING INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands, except per share data)

Three Months Ended
July 31,
2015 2014
GAAP income (loss) from operations $ (810 ) $ 58
  
Amortization of intangible assets 336 384
Stock based compensation expenses 45 27
Depreciation 120 183
Charges related to alignment of business units 310 171
       Total adjustments to GAAP income (loss) from operations 811 765
  
Adjusted EBITDA $        1 $        823
 
 

RECONCILIATION OF GAAP TO NON-GAAP NET LOSS
(In thousands, except per share data)

 
GAAP net loss $        (696 )       $        (247 )
 
Amortization of intangible assets 336 384
Stock based compensation expenses 45 27
Gain loss from change in fair value of common stock warrant liability (70 ) (95 )
Charges related to alignment of business units 310 171
       Total adjustments to GAAP net loss 621 487
 
Non-GAAP net income (loss) $ (75 ) $ 240
 
Non-GAAP diluted income (loss) per share $ (0.00 ) $ 0.01
 
       Weighted average shares used in computing income (loss) per share:
              Dilutive 16,389 16,384

Use of Non-GAAP Financial Information
Daegis utilizes financial measures not calculated in accordance with generally accepted accounting principles in the United States ("GAAP") to supplement the Company's unaudited condensed consolidated financial statements and provide investors with an alternative method for assessing our operating results. We also believe these Non-GAAP measures provide investors with a more informed baseline for modeling the Company's future financial performance. Management uses the Non-GAAP financial measures to make operational decisions, to evaluate the Company's performance and to forecast. We believe that our investors should have access to, and that we are obligated to provide, the same set of tools that we use in analyzing our results. The presentation of these Non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and may be different from Non-GAAP financial measures used by other companies. In addition, these Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP.

Our Non-GAAP measures adjust GAAP income (loss) from operations and GAAP net income (loss) for non-cash stock based compensation expenses, amortization of intangible assets, depreciation and non-recurring charges. For more information on these Non-GAAP financial measures including how they are calculated, please see the tables in this release captioned “Reconciliation of GAAP to Non-GAAP Net Income (Loss)” and “Reconciliation of GAAP Operating Income (Loss) to Adjusted EBITDA” which includes a reconciliation of the GAAP results to Non-GAAP and Adjusted EBITDA results.


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