PINX:SOFT SofTech Inc Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q


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


For the quarterly period ended August 31, 2012


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


For the transition period from _________________ to ___________________


Commission File Number

0-10665


SOFTECH, INC.

(Exact name of the Registrant as specified in its charter)



Massachusetts

 

04-2453033

(State or other jurisdiction of incorporation or organization)

 

(I.R.S Employer Identification No.)


59 Lowes Way, Suite 401, Lowell, MA 01851

(Address of principal executive offices and zip code)


Telephone (978) 513-2700

(Registrant’s telephone number, including area code)


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  X   . 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 (Sec. 232.405)  during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    X  . 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 definitions of “accelerated filer,” “large 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  X .


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

Yes      . No  X .


The number of shares outstanding of registrant’s common stock at October 8, 2012 was 995,135 shares.






SOFTECH, INC.


INDEX


PART I.

Financial Information

Page Number

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Condensed Balance Sheets – August 31, 2012 (unaudited) and May 31, 2012

3

 

 

 


Consolidated Condensed Statements of Operations – Three Months Ended August 31, 2012 and 2011 (unaudited)

4

 

 

 

 

Consolidated Condensed Statements of Comprehensive Income – Three Months Ended August 31, 2012 and 2011 (unaudited)

5

 

 

 

 

Consolidated Condensed Statements of Cash Flows – Three Months Ended August 31, 2012 and 2011 (unaudited)

6

 

 

 

 

Notes to Consolidated Condensed Financial Statements (unaudited)

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

PART II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

18

 

 

 

Item 1A.

Risk Factors

18

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

 

 

 

Item 3.

Defaults Upon Senior Securities

24

 

 

 

Item 4.

Mine Safety Disclosures

24

 

 

 

Item 5.

Other Information

24

 

 

 

Item 6.

Exhibits

24





2




PART I – FINANCIAL INFORMATION


Item 1. Financial Statements.


SOFTECH, INC. AND SUBSIDIARIES

 CONSOLIDATED CONDENSED BALANCE SHEETS


 

 

(in thousands)

 

 

(unaudited)

 

 

 

 

August 31, 2012

 

May 31,

2012

ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

100

$

595

Accounts receivable (less allowance for uncollectible accounts of $29 as of August 31, 2012 and May 31, 2012)

 

657

 

757

Prepaid and other assets

 

282

 

308

Total current assets

 

1,039

 

1,660

 

 

 

 

 

Property and equipment, net

 

35

 

42

Goodwill

 

4,246

 

4,246

Capitalized software development costs, net

 

270

 

172

Capitalized patent costs

 

88

 

82

Debt issuance costs, net

 

186

 

210

Notes receivable and other assets

 

136

 

136

 

 

 

 

 

TOTAL ASSETS

$

6,000

$

6,548

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Accounts payable

$

272

$

266

Accrued expenses

 

305

 

333

Other current liabilities

 

71

 

70

Deferred maintenance revenue

 

1,697

 

2,194

Current portion of capital lease

 

5

 

5

Current portion of long-term debt

 

720

 

720

 

 

 

 

 

Total current liabilities

 

3,070

 

3,588

 

 

 

 

 

Capital lease, net of current portion

 

3

 

4

Other long-term liabilities

 

30

 

47

Long-term debt, net of current portion

 

1,300

 

1,480

 

 

 

 

 

Total liabilities

 

4,403

 

5,119

 

 

 

 

 

Shareholders’ equity :

 

 

 

 

Common stock, $0.10 par value  20,000,000 shares authorized, 995,135 issued and outstanding at August 31, 2012 and May 31, 2012

 

100

 

100

Capital in excess of par value

 

27,480

 

27,478

Accumulated deficit

 

(25,521)

 

(25,693)

Accumulated other comprehensive loss

 

(462)

 

(456)

Total shareholders’ equity

 

1,597

 

1,429

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

6,000

$

6,548


See accompanying notes to unaudited consolidated financial statements.



3




SOFTECH, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)


 

 

(in thousands, except for share and per share data)

 

 

For the Three Months Ended

 

 

 

 

 

August 31,

 

August 31,

 

 

2012

 

2011

 

 

 

 

 

Revenue:

 

 

 

 

   Products

$

215

$

303

   Services

 

1,165

 

1,261

   Royalties from sale of patents

 

190

 

-

Total revenue

 

1,570

 

1,564

 

 

 

 

 

Cost of revenue:

 

 

 

 

   Products

 

25

 

8

   Services

 

308

 

340

Total cost of revenue

 

333

 

348

 

 

 

 

 

Gross margin

 

1,237

 

1,216

 

 

 

 

 

Research and development expenses

 

244

 

383

Selling, general and administrative expenses

 

758

 

708

 

 

 

 

 

Operating income

 

235

 

125

 

 

 

 

 

Interest expense

 

65

 

91

Other income

 

(3)

 

(19)

 

 

 

 

 

Net income

$

173

$

53

 

 

 

 

 

Basic  and diluted net income per share:

$

0.17

$

0.05

 

 

 

 

 

Weighted average common shares outstanding-basic

 

995,135

 

995,135

Weighted average common shares outstanding-diluted

 

1,001,234

 

1,005,044

 

 

 

 

 


See accompanying notes to unaudited consolidated financial statements.




4



SOFTECH, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF

COMPREHENSIVE INCOME (UNAUDITED)


 

 

(in thousands, except for share

and per share data)

 

 

For the Three Months Ended

 

 

 

 

 

August 31,

 

August 31,

 

 

2012

 

2011

 

 

 

 

 

Net income

$

173

$

53

 

 

 

 

 

Other comprehensive income:

 

 

 

 

   Foreign currency translation adjustment

 

(6)

 

(22)

 

 

 

 

 

Total other comprehensive income

 

(6)

 

(22)

  

 

 

 

 

Comprehensive income

$

167

$

31

 

 

 

 

 



See accompanying notes to unaudited consolidated financial statements.



5




SOFTECH, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


 

 

( in thousands)

 

 

For the Three Months Ended

 

 

 

 

 

August 31,

 

August 31,

 

 

2012

 

2011

Cash flows from operating activities:

 

 

 

 

   Net income

$

173

$

53

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

   Depreciation and amortization expense

 

48

 

38

   Stock-based compensation

 

2

 

2

Change in current assets and liabilities:

 

 

 

 

   Accounts receivable

 

102

 

195

   Prepaid expenses and other assets

 

19

 

9

   Accounts payable, accrued expenses and other liabilities

 

(40)

 

(307)

   Deferred maintenance revenue

 

(500)

 

(500)

Total adjustments

 

(369)

 

(563)

Net cash used in operating activities

 

(196)

 

(510)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

   Collection of note receivable from sale of product line

 

-

 

42

   Capitalized software development costs

 

(111)

 

-

   Capitalized patent costs

 

(6)

 

-

Net cash provided by (used in) investing activities

 

(117)

 

42

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

   Cost of issuance of common stock

 

-

 

(88)

   Repayment under debt agreements

 

(180)

 

(180)

   Repayments under capital lease

 

(1)

 

(1)

Net cash used in financing activities

 

(181)

 

(269)

 

 

 

 

 

Effect of exchange rates on cash

 

(1)

 

(22)

Decrease in cash and cash equivalents

 

(495)

 

(759)

Cash and cash equivalents, beginning of period

 

595

 

1,586

Cash and cash equivalents, end of period

$

100

$

827

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

    Interest paid

$

42

$

72

    Taxes paid

$

2

$

3


See accompanying notes to unaudited consolidated financial statements




6




SOFTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


A.

Description of the Business and Basis of Presentation


SofTech, Inc. (the “Company”) was formed in Massachusetts on June 10, 1969. The Company is engaged in the development, marketing, distribution and support of computer software solutions that serve the Product Lifecycle Management (“PLM”) industry. These solutions include software technology offerings for computer aided design as well as product data/lifecycle management and collaboration technologies, all of which fit under the broadly defined PLM industry. The Company’s operations are organized geographically with offices in the U.S. and European sales and customer support offices in Germany and Italy. The Company also has resellers in Asia and Europe.


Since the Recapitalization Transaction described hereunder, the Company has also been actively engaged in acquiring and filing three new U.S. patents, evaluating alternatives for monetizing its existing patents and investigating the acquisition of specific patents already awarded that might enhance our value. It is expected that this kind of activity will become an increasing area of focus and investment over the coming years.


The consolidated financial statements of the Company include the accounts of SofTech, Inc. and its wholly-owned subsidiaries, Information Decisions, Inc. (“IDI”), Workgroup Technology Corporation (“WTC”), SofTech, GmbH and SofTech, Srl. All significant intercompany accounts and transactions have been eliminated in consolidation.


The consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission without audit; however, in the opinion of management, the information presented reflects all adjustments which are of a normal recurring nature and elimination of intercompany transactions which are necessary to present fairly the Company’s financial position and results of operations. It is recommended that these consolidated condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s fiscal 2012 results included in the previously filed Form 10-K.


RECAPITALIZATION TRANSACTION


In March 2011, a transaction was completed (the “Recapitalization Transaction”) in which the Company:


·

issued an aggregate of 384,588 shares of common stock for an aggregate purchase price of $421,765, in a private placement transaction to eight investors;

·

consummated a $2.9 million term loan and a $300,000 line of credit from One Conant Capital, LLC, a subsidiary of People’s United Bank; and

·

consummated an agreement with Greenleaf Capital, Inc. (“Greenleaf”), the Company’s sole debt provider and largest shareholder at the time, whereby they accepted $2,750,000 in cash and a $250,000 subordinated note in complete settlement of the $10.6 million of indebtedness then due under its loan agreements with the Company.


Upon consummation of the Recapitalization Transaction, the board of directors and chief executive officer were replaced.


RESUMPTION OF PUBLIC COMPANY REPORTING STATUS


In December 2011, in connection with the effectiveness of our registration statement (333-174818), we became subject again to the public reporting requirements under the Exchange Act.


B.

Significant Accounting Policies


USE OF ESTIMATES


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates included in the financial statements pertain to revenue recognition, the allowance for doubtful accounts receivable, and the valuation of long term assets including goodwill, intangibles, capitalized software development costs and deferred tax assets. Actual results could differ from those estimates.




7



REVENUE RECOGNITION


We follow the provisions of the Accounting Standards Codification (“ASC”) 985, Software for transactions involving the licensing of software and software support services. Revenue from software license sales is recognized when persuasive evidence of an arrangement exists, delivery of the product has been made, and a fixed fee and collectability has been determined. The Company does not provide for a right of return. For multiple element arrangements, total fees are allocated to each of the undelivered elements based upon vendor specific objective evidence (“VSOE”) of their fair values, with the residual amount recognized as revenue for the delivered elements, using the residual method set forth in ASC 985. Revenue from customer maintenance support agreements is deferred and recognized ratably over the term of the agreements, typically one year. Revenue from engineering, consulting and training services is recognized as those services are rendered using a proportional performance model.


We follow the provisions of ASC 605, Revenue Recognition for transactions that do not involve the licensing of software or software support services as in the case of the recent sale of our patents. Revenue from the sale of patents is recorded when persuasive evidence of an arrangement exists, delivery has taken place and a fixed fee and collectability has been determined. These conditions are no different from those when we license software. For multiple element arrangements, however, under ASC 605, total fees are allocated to each of the elements based upon the relative selling price method. Under that method the allocation of fees to the undelivered elements is based on VSOE, or if it doesn’t exist, then based on third party evidence of selling price. If neither exists, then the allocation is based on management’s best estimate of the selling price.

 

SOFTWARE DEVELOPMENT COSTS


The Company accounts for its software development costs in accordance with 985-20, Costs of Computer Software to Be Sold, Leased or Marketed.  Costs that are incurred internally in researching and developing a computer software product are charged to expense until technological feasibility has been established for the product.  Once technological feasibility is established, software development costs are capitalized until the product is available for general release to customers.  Such costs are amortized using the straight-line method over the estimated economic life of the product, generally three years.  The Company evaluates the realizability of the assets and the related periods of amortization on a regular basis.  Judgment is required in determining when technological feasibility of a product is established as well as its economic life.


During the three months ended August 31, 2012, the Company capitalized approximately $111,000 of software development costs related to new products. Amortization expense related to capitalized software development for the three months ending August 31, 2012 was approximately $12,000.  The Company did not capitalize any software development costs for the comparable period in fiscal 2012.


DEBT ISSUANCE COSTS


The Company capitalizes the direct costs associated with entering into debt agreements and amortizes those costs over the life of the debt agreement.  During fiscal 2011, the Company incurred total costs of approximately $330,000 in connection with entering into the debt agreement with People’s United Bank and its subsidiary, One Conant Capital, LLC.  These costs have been capitalized and are being amortized over the three year life of the loan.  Amortization expense related to debt issuance costs for each of the three month periods ended August 31, 2012 and 2011 were approximately $29,000.


ACCOUNTING FOR GOODWILL


The Company accounts for goodwill pursuant to the provisions of the ASC 350, Intangibles – Goodwill and Other. This requires that goodwill be reviewed annually, or more frequently as a result of an event or change in circumstances, for possible impairment with impaired assets written down to fair value. Additionally, existing goodwill and intangible assets must be assessed and classified within the statement’s criteria.


As of May 31, 2012, the Company conducted its annual impairment test of goodwill by comparing the fair value of the reporting unit to the carrying amount of the underlying assets and liabilities of its single reporting unit. The Company determined that the fair value of the reporting unit exceeded the carrying amount of the assets and liabilities, therefore no impairment existed as of the testing date. The Company concluded that no facts or circumstances arose during the three months ended August 31, 2012 to warrant an interim impairment test.


CAPITALIZED PATENT COSTS


Costs related to patent applications are capitalized as incurred and are amortized once the patent application is accepted or are expensed if the application is finally rejected.  Patent costs are amortized over their estimated economic lives under the straight-line method, and are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through the estimated undiscounted future cash flows from the use of the associated patent. Capitalized patent costs totaled approximately $6,000 for the three month period ending August 31, 2012.  The Company did not capitalize any patent costs during the three month period ending August 31, 2011.



8



LONG-LIVED ASSETS


The Company periodically reviews the carrying value of all intangible and other long-lived assets. If indicators of impairment exist, the Company compares the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If the carrying value of the asset is greater than the estimated undiscounted cash flows, the carrying value of the assets would be decreased to their fair value through a charge to operations. As of August 31, 2012, the Company does not have any long-lived assets it considers to be impaired.


STOCK BASED COMPENSATION


Stock-based compensation expense for all stock-based payment awards made to employees and directors is measured based on the grant-date fair value of the award.  The Company estimated the fair value of each share-based award using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award.


The Company’s 1994 Stock Option Plan provided for the granting of stock options at an exercise price not less than fair market value of the stock on the date of the grant and with vesting schedules as determined by the Board of Directors. No new options could be granted under the Plan after fiscal year 2004 and all stock options had vested prior to May 31, 2009.  During fiscal 2012, all options awarded under the 1994 Stock Option Plan had expired. In May 2011, the 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the Company’s shareholders, pursuant to which 150,000 shares of our common shares are reserved for issuance. Additionally, any future shares subject to any award under the 2011 Plan that expires, is terminated unexercised or is forfeited will be available for awards under the 2011 Plan. The Company may grant stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture under the 2011 Plan.  As of August 31, 2012, 10,000 options were awarded under the 2011 Plan.


The following table summarizes option activity under the 1994 Stock Option Plan and 2011 Plan:


 

 

 

Weighted

 

Weighted-

 

 

 

 

 

Average

 

Average

 

 

 

Number of

 

Exercise Price

 

Remaining

 

Aggregate

 

Options

 

Per Share

 

Life (in years)

 

Intrinsic Value

 

 

 

 

 

 

 

 

Outstanding options at May 31, 2011

1,350

$

1.80

 

0.50

$

810

Granted

10,000

 

2.40

 

10.00

 

-

Exercised

-

 

-

 

-

 

-

Forfeited or expired

(1,350)

 

0.86

 

-

 

-

 

 

 

 

 

 

 

 

Outstanding options at May 31, 2012

10,000

 

2.40

 

9.02

 

-

Granted

-

 

-

 

-

 

-

Exercised

-

 

-

 

-

 

-

Forfeited or expired

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

Outstanding options at August 31, 2012

10,000

$

2.40

 

8.77

$

7,000

 

 

 

 

 

 

 

 

Exercisable at August 31, 2012

3,889

$

2.40

 

8.77

$

2,722

 


The Company determined the volatility for options granted during the three months ended August 31, 2012 using the historical volatility of the Company’s common stock. The expected life of options has been determined utilizing the “simplified” method as prescribed in ASC 718 Compensation, Stock Compensation. The expected life represents an estimate of the time options are expected to remain outstanding. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero.


For the three month periods ended August 31, 2012 and 2011, the Company expensed approximately $2,000, respectively, of stock-based compensation.  The weighted-average fair value of each option granted in the three month period ended August 31, 2011 is estimated as $2.35 on the date of grant using the Black-Scholes model with the following weighted average assumptions:


Expected life

5.77 years

Assumed annual dividend growth rate

0%

Expected volatility

188%

Risk free interest rate

1.86%



9



FOREIGN CURRENCY TRANSLATION


The functional currency of the Company’s foreign operations (Germany and Italy) is the Euro. As a result, assets and liabilities are translated at period-end exchange rates and revenues and expenses are translated at the average exchange rates. Adjustments resulting from translation of such financial statements are classified in accumulated other comprehensive income (loss). Foreign currency gains and losses arising from transactions were included in the statements of operations. For the three month periods ended August 31, 2012 and 2011, the Company recorded a net gain from foreign currency related transactions of approximately $3,000, and $17,000, respectively, to Other income in the Consolidated Condensed Statements of Operations.


INCOME TAXES


The provision for income taxes is based on the earnings or losses reported in the consolidated financial statements. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized.


BALANCE SHEET COMPONENTS


Details of certain balance sheet captions are as follows:


 

 

August 31,

2012

 

August 31, 2011

 

 

(Amounts in thousands)

 

 

 

 

 

Property and equipment

$

2,129

$

2,125

Accumulated depreciation and amortization

 

(2,094)

 

(2,083)

Property and equipment, net

$

35

$

42


NET INCOME PER COMMON SHARE


Basic and diluted net income per share are computed by dividing the net income by the weighted-average number of common shares outstanding. Diluted net income per share is computed by dividing net income by the weighted-average number of common and equivalent dilutive common shares outstanding.  For periods in which losses are reported potentially dilutive common stock equivalents are excluded from the calculation of diluted loss per share because the effect is antidilutive.


The following table details the derivation of weighted average shares outstanding used in the calculation of basic and diluted net income for each period:


 

 

For the Three Months Ended

 

 

August 31,

2012

 

August 31,

2011

 

 

(amounts in thousands)

 

 

 

 

 

Net income available to common shareholders

$

173

$

53

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

      used in calculation of basic earnings per share

 

995,135

 

995,135

Incremental shares from the assumed exercise of

 

 

 

 

      dilutive stock options

 

6,099

 

9,909

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

    outstanding used in calculating diluted earnings

 

 

 

 

    per share

 

1,001,234

 

1,005,044

 

 

 

 

 


For the three month period ended August 31, 2012, all options were included in the above calculation.  For the three month period ended August 31, 2011, 1,906 options to purchase common shares were anti-dilutive and were excluded from the above calculation.




10



C. Segment Information


The Company operates in one reportable segment and is engaged in the development, marketing, distribution and support of computer aided design and product data management and collaboration computer solutions. The Company’s operations are organized geographically with offices in the U.S. and foreign offices in Germany and Italy. Components of revenue and long-lived assets (consisting primarily of intangible assets, capitalized software and property, plant and equipment) by geographic location, are as follows (in thousands):


Three Month Periods Ended

Revenue:

 

August 31, 2012

 

August 31, 2011

North America

$

1,198

$

1,088

Europe

 

333

 

395

Asia

 

166

 

130

Eliminations

 

(127)

 

(49)

Consolidated Total

$

1,570

$

1,564


Long Lived Assets:

 

As of August 31,

2012

 

As of May 31,

2012

North America

$

4,845

$

4,769

Europe

 

116

 

119

Consolidated Total

$

4,961

$

4,888


D.  Note Receivable


Joseph Mullaney, the Company’s CEO, was extended a non-interest bearing note in the amount of $134,000 related to a stock transaction in May, 1998. The note is partially secured by the Company stock acquired in that transaction. The Company has accounted for the note as a fixed arrangement.


E.  Rights Agreement


On February 3, 2012, the Company entered into a Rights Agreement with Registrar and Transfer Company, as Rights Agent, dated as of February 3, 2012 (the “Rights Agreement”). By adopting the Rights Agreement, the Board of Directors was seeking to protect the Company’s ability to carry forward its net operating losses and certain other tax attributes (collectively, “NOLs”). The Company has experienced and may continue to experience substantial operating losses, and for federal and state income tax purposes, the Company may “carry forward” net operating losses in certain circumstances to offset current and future taxable income, which will reduce federal and state income tax liability, subject to certain requirements and restrictions. These NOLs are a valuable asset of the Company, which may inure to the benefit of the Company and its shareholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”), its ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could significantly impair the value of the Company’s NOL asset. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. An NOL rights agreement like the Rights Agreement with a 4.99% “trigger” threshold is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of Common Stock without the approval of the Board of Directors. This would protect the Company’s NOL asset because changes in ownership by a person owning less than 4.99% of the Common Stock are not included in the calculation of “ownership change” for purposes of Section 382 of the Code.


In connection with the Rights Agreement, the Board of Directors of the Company declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock, par value $.10 per share, of the Company (the “Common Stock”). The dividend was issued on February 15, 2012 to the stockholders of record on February 15, 2012. Each Right entitles the registered holder to purchase from the Company one share of Common Stock in certain circumstances at a price of $5.00 per share of Common Stock, subject to adjustment.


In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, as defined in the Rights Agreement, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the purchase price of the Right.




11



F. Sale of Patents


In June 2012, the Company sold to an unrelated third party (the “Buyer”) its rights, title and interests in three of its U.S. patents (the “Patents”) all entitled Method and System for Design and Drafting in exchange for a non-refundable, initial royalty payment of $200,000 (the “Initial Payment”). These Patents were derived from our development work related to our CADRA product line and the inventions are a key, time saving feature within that technology offering. The Company received a limited, non-exclusive, royalty-free license under the Patents to make, use, offer to sell, or sell our products or services.


The agreement gives the Buyer complete control over what, if any, actions shall be taken in the future to monetize the Patents through licensing, sale, enforcement or other means. In the event whereby monies are derived from the Patents, the Company is due 30% of the net proceeds (the “Net Proceeds”), as defined in the agreement. The Initial Payment shall be reimbursable from Net Proceeds to the extent any are due. There can be no assurance that the Company will derive any additional monies from the Patents, however.


The sale of the Patents is a multiple element arrangement as defined under ASC 605 and, as such, the Company allocated the Initial Payment between the sale of the Patents that were delivered during the fiscal quarter and support services that were undelivered. Support services include being available to the Buyer to assist them should they require such assistance in licensing or pursuing other means of monetizing the Patents to third parties. The allocation of the Initial Payment to the patent and support services elements was based on management’s best estimate of the selling price of each element. The Initial Payment was allocated as follows: Patents - $190,000; and Support Services - $10,000. Additional monies due the Company in the form of royalties from its 30% share of Net Proceeds will be recorded in the quarterly period in which the Buyer notifies the Company such payments are due. Such notification and payment, if any, are due thirty calendar days after the end of each calendar quarter. The revenue allocated to support services has been deferred and will be recognized as revenue when the services are performed.


Subsequent to the end of the quarter, the agreement was amended to include two other U.S. patents (“Additional Patents”) entitled Product Development System and Method Using Integrated Process and Data Management. These Additional Patents were derived from the development work related to our ProductCenter product line and are a core and essential capability within that product offering. The Company received a limited, non-exclusive, royalty-free license under the Additional Patents to make, use, offer to sell or sell our products or services. As a result of the amendment, the Initial Payment was increased by $100,000. There can be no assurance that the Company will derive any other monies from the Additional Patents, however.


The Company retained its three U.S. patent applications that it acquired or filed since the Recapitalization Transaction in March 2011. These patent applications were not included in the above described agreement. The Company expects to be actively engaged with the U.S. Patent and Trademark Office for the foreseeable future with regard to those filings.

 

G. Subsequent Events


The Company has evaluated all events and transactions that occurred after the balance sheet and through the date that the financial statements were available to be issued.


As described in Note F above, in September 2012 the Company sold the Additional Patents related to its ProductCenter technology in exchange for approximately $100,000 and a portion of any future Net Proceeds, in the event the Buyer collects monies associated with the Patents and/or the Additional Patents.




12



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


This report includes forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. These statements are only predictions and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed. You should not place any undue reliance on these forward-looking statements.


You should be aware that our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including our ability to:


·

generate sufficient cash flow from our operations or other sources to fund our working capital needs and growth initiatives;

·

maintain good relationships with our bank;

·

comply with the covenant requirements of our loan agreement;

·

successfully introduce and attain market acceptance of any new products and/or enhancements of existing products;

·

attract and retain qualified personnel;

·

prevent obsolescence of our technologies;

·

maintain agreements with our critical software vendors;

·

secure renewals of existing software maintenance contracts, as well as contracts with new maintenance customers; and

·

secure new business, both from existing and new customers.


The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. References in this prospectus to the “Company,” “we,” “our,” and “us” refer to the registrant, SofTech, Inc., and its wholly owned subsidiaries.


The following discussion and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements included in the previously filed Form 10-K.  This discussion includes forward-looking statements that involve risk and uncertainties. 


Overview


We operate in one reportable segment and are engaged in the development, marketing, distribution and support of computer software solutions that enable companies to manage the entire lifecycle of their products from conception through design and manufacture, to service and disposal, all of which is known in the industry as Product Lifecycle Management (“PLM”). These solutions include software technology offerings for Computer Aided Design (“CAD”), Product Data Management (“PDM”) and Collaboration technologies, all of which fit under the broadly defined PLM industry. Our operations are organized geographically in the U.S. and Europe. We have sales and customer support offices in the U.S., Germany and Italy. We also operate through resellers in Europe and Asia. Components of revenue and long-lived assets by geographic location are outlined in Note E to the consolidated financial statements for the fiscal year ended May 31, 2012.


Since the Recapitalization Transaction described hereunder, the Company has also been actively engaged in acquiring and filing three new U.S. patents, evaluating alternatives for monetizing its existing patents and investigating the acquisition of specific patents already awarded that might enhance our value. It is expected that this kind of activity will become an increasing area of focus and investment over the coming years.


Revenue from our ProductCenter technology has been experiencing year over year revenue declines for six consecutive fiscal years due to several factors. In July 2007, Parametric Technology Corporation “PTC” informed us that it would not renew its partnership agreement with us when the agreement expired in January 2008.  We had been a member of the PTC partnership program for 12 years. The PTC partnership agreement, among other things, provided us with the right to distribute certain information that allowed for our technology to directly interface with PTC’s proprietary CAD tools. The non-renewal has essentially prevented us from marketing our ProductCenter solution to new customers that utilize PTC’s technology and has negatively impacted our product revenue from this technology offering.  In addition to the PTC partnership termination, ProductCenter revenue has been negatively affected by: (i) an increased number of competitive offerings in the marketplace, (ii) elongation of purchase decisions by customers of a technology that already has a long sales cycle, and (iii) uncertain economic conditions. Since PTC’s decision we have focused on offering ProductCenter to the mid-range CAD market and we are exploring other opportunities to broaden the addressable market for this product.




13



For more than a decade through fiscal 2010, we had also experienced revenue declines in our CADRA product line. CADRA, which we acquired in 1998, is a 2D technology that was first introduced in the early 1980’s. The revenue declines were due to the age of the product, the introduction of robust 3D solutions for less than $5,000 per unit and the dominance of AutoCAD in the 2D market, a product offered by Autodesk. However, over the last two fiscal years CADRA revenue has increased primarily driven by our existing non-maintenance CADRA customers that have had to repurchase licenses due to the upgrade of their operating system. Older versions of CADRA do not function properly on the Windows 7 operating system. We anticipate the general declining revenue trends in the CADRA product line will continue although these declines may be mitigated for several years by our customers upgrading their operating systems which may require purchases of new CADRA licenses.


Recent Events


Recapitalization Transaction


In March 2011, a transaction was completed (the “Recapitalization Transaction”) in which the Company:


·

issued an aggregate of 384,588 shares of common stock for an aggregate purchase price of $421,765, in a private placement transaction to eight investors;

·

consummated a $2.9 million term loan and a $300,000 line of credit from One Conant Capital, LLC, a subsidiary of People’s United Bank; and

·

consummated an agreement with Greenleaf Capital, Inc. (“Greenleaf”), the Company’s sole debt provider and largest shareholder at the time, whereby they accepted $2,750,000 in cash and a $250,000 subordinated note in complete settlement of the $10.6 million of indebtedness then due under its loan agreements with the Company.


Upon consummation of the Recapitalization transaction, the board of directors and chief executive officer were replaced.


Critical Accounting Policies and Significant Judgments and Estimates


The Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies.” The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.


Our significant accounting policies are described in Note B to the consolidated financial statements for the fiscal year ended May 31, 2012 included in our previously filed Form 10-K. There have been no changes to the policies for the three months ended August 31, 2012.


Results of Operations


Three Months Ended August 31, 2012, as Compared to Three Months Ended August 31, 2011


The table below presents the comparative income statements for the three month periods ended August 31, 2012 and August 31, 2011 along with the dollar and percentage change amounts for each revenue and expense item (expressed in thousands, except percentages):


 

 

August 31, 2012

 

August 31, 2011

 

Change in

$

 

Change in

%

Revenue:

 

 

 

 

 

 

 


Products

$

215

$

303

$

(88)

 

(29.0)%

Services

 

1,165

 

1,261

 

(96)

 

(7.6)

Royalties from sale of patents

 

190

 

-

 

190

 

-

Total revenue

 

1,570

 

1,564

 

6

 

0.4

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

Products

 

25

 

8

 

17

 

212.5

Services

 

308

 

340

 

(32)

 

(9.4)

Total cost of revenue

 

333

 

348

 

(15)

 

(4.3)

 

 

 

 

 

 

 

 

 

Gross margin

 

1,237

 

1,216

 

21

 

1.7

 

 

 

 

 

 

 

 

 

Research and development expenses

 

244

 

383

 

(139)

 

(36.3)

Selling, general and administration expenses

 

758

 

708

 

50

 

7.1

 

 

 

 

 

 

 

 

 

Operating income

 

235

 

125

 

110

 

88.0

 

 

 

 

 

 

 

 

 

Interest expense

 

65

 

91

 

(26)

 

(28.6)

Other income

 

(3)

 

(19)

 

16

 

84.2

 

 

 

 

 

 

 

 

 

Net income

$

173

$

53

$

120

 

226.4%



14




The table below presents the relationship, expressed as a percentage, between income and expense items and total revenue, for the three month periods ended August 31, 2012 and August 31, 2011:


 

Items as a percentage

of revenue

 

August 31,

 

August 31,

 

2012

 

2011

Revenue:

 

 

 

Products

13.7%

 

19.4%

Services

74.2

 

80.6

Royalties from sale of patents

12.1

 

-

Total revenue

100.0

 

100.0

 

 

 

 

Cost of revenue:

 

 

 

Products

1.6

 

0.5

Services

19.6

 

21.7

Total cost of revenue

21.2

 

22.3

 

 

 

 

Gross margin

78.8

 

77.7

 

 

 

 

Research and development expenses

15.5

 

24.5

Selling, general and administrative expenses

48.3

 

45.3

 

 

 

 

Operating income

15.0

 

8.0

 

 

 

 

Interest expense

4.1

 

5.8

Other income

(0.2)

 

(1.2)

 

 

 

 

Net income    

11.0%

 

3.4%


Revenue


Total revenue for the three month periods ended August 31, 2012 and 2011 was approximately $1.6 million. The following table summarizes total revenue by product line for the three month periods ended August 31, 2012 and August 31, 2011 (in thousands, except percentages):


 

August 31,

 

 

 

 

 

2012

 

2011

 

$ Change

 

% Change

Product Line

 

 

 

 

 

 

 

 

ProductCenter

$

716

$

815

$

(99)

 

(12.1)%

CADRA

 

638

 

725

 

(87)

 

(12.0)

Royalties from sale of patents

 

190

 

-

 

190

 

-

Other

 

26

 

24

 

2

 

8.3

Total

$

1,570

$

1,564

$

6

 

0.4%


The product line revenue is further broken down by revenue type hereunder with explanations for changes in the current quarter compared to the same period in fiscal 2012.


Product Revenue


Product revenue for the three months ended August 31, 2012 was approximately $215,000, as compared to approximately $303,000 for the same period in the prior fiscal year, a decrease of about 29%. The table below details product revenue by product line for the three month periods ended August 31, 2012 and 2011 (in thousands, except percentages):


 

August 31,

 

 

 

 

 

2012

 

2011

 

$ Change

 

% Change

Product Line

 

 

 

 

 

 

 

 

ProductCenter

$

17

$

72

$

(55)

 

(76.4)%

CADRA

 

180

 

217

 

(37)

 

(17.1)

Other

 

18

 

14

 

4

 

28.6

Total

$

215

$

303

$

(88)

 

(29.0)%



15




Our ProductCenter technology is a server based solution that is often evaluated over an extended period of time by customers prior to purchase due to its importance to an enterprise, the various functions within the enterprise that are impacted by the purchase decision and the other systems within an enterprise it may need to communicate with. It is also a purchase that can be deferred. In addition to the long sales cycle, the offerings of competitive products from proprietary CAD vendors have improved over the last several years. The poor economic conditions of the last two years have also reduced demand within our customer base for expansion of users. All of these factors together with the loss of the PTC Partnership Program in 2008 have contributed to significantly reduced product revenue for this technology from fiscal 2009 through 2012. During that same time period new customer wins were nominal and have fluctuated dramatically from one quarter to the next.  


Our product revenue for ProductCenter for the current quarter was below expectation and among the lowest production in the previous eight quarters, however, the number and dollar value of proposals, including several new customers and expansion opportunities within our customer base, in the near term sales pipeline have been the strongest since the completion of the Recapitalization Transaction.  For all of the aforementioned reasons, estimating the receipt of the order is difficult but we are reasonably optimistic that we will grow our year over year product revenue for this technology offering.


Our CADRA technology is a desktop solution. The 17.1% decline noted above is due equally to reduced product orders from our European customers and a decline of nearly 16% in the average exchange rate of the Euro to U.S. dollar in the current quarter as compared to the same period in fiscal 2012.


Service Revenue


Our service revenue is composed of both annual software maintenance contracts for previously licensed technology for both of our product lines and consulting revenue generated primarily from our ProductCenter technology. The table below summarizes service revenue by product line for the three months ended August 31, 2012 and 2011, (in thousands, except percentages):


 

 

2012

 

2011

 

$ Change

 

% Change

Product Line

 

 

 

 

 

 

 

 

ProductCenter

$

699

$

743

$

(44)

 

(6.0)%

CADRA

 

458

 

508

 

(50)

 

(10.0)

Other

 

8

 

10

 

(2)

 

(20.0)

Total

$

1,165

$

1,261

$

(96)

 

(7.6)%


Maintenance revenue was approximately $1.0 million for the three months ended August 31, 2012, as compared to $1.1 million for the same period in the prior fiscal year. ProductCenter maintenance revenue was down approximately 8% for the three month period ended August 31, 2012 compared to the prior period due primarily to the loss of a few maintenance customers during fiscal year 2012 that have not been replaced with new software purchases. CADRA maintenance revenue for the three month period ended August 31, 2012 decreased by approximately 9% compared to the prior fiscal year due primarily to the decline in the Euro relative to the U.S. dollar in the current quarter as compared to the same period in the prior fiscal year as noted above.  


Consulting revenue was approximately $191,000 for the three months ended August 31, 2012, a decrease of 2% from the same period in the prior fiscal year. More than 90% of the consulting revenue is generated from professional services provided to our ProductCenter customer base. The reduced product revenue for this product line as described above had a detrimental impact on the consulting revenue (installation and training services normally sold with the product sale) this quarter as compared to the same period last fiscal year.


Royalties from sale of patents


Royalties from sale of patents was approximately $190,000 for the three months ended August 31, 2012.  


Since the Recapitalization Transaction described hereunder, the Company has also been actively engaged in acquiring and filing three new U.S. patents, evaluating alternatives for monetizing its existing patents and investigating the acquisition of specific patents already awarded that might enhance our value. It is expected that this kind of activity will become an increasing area of focus and investment over the coming years.


In June 2012 the Company sold its rights, title and interests in three of its U.S. patents (“Patents”) in exchange for a non-refundable, initial royalty payment of $200,000 (the “Initial Payment”). The agreement gives the Buyer complete control over what, if any, actions shall be taken in the future to monetize the Patents through licensing, sale, enforcement or other means. In the event whereby monies are derived from the Patents, the Company is due 30% of the net proceeds (the “Net Proceeds”), as defined in the agreement. The Initial Payment shall be reimbursable from Net Proceeds to the extent any are due. There can be no assurance that the Company will derive any additional monies from the Patents, however.



16




The sale of the Patents is a multiple element arrangement as defined under ASC 605 and, as such, the Company allocated the Initial Payment between the sale of the Patents that were delivered during the fiscal quarter and support services that were undelivered. Support services include being available to the Buyer to assist them should they require such assistance in licensing or pursuing other means on monetizing the "Patents" to third parties. The allocation of the Initial Payment to the patent and support services elements was based on management’s best estimate of the selling price of each element. The Initial Payment was allocated as follows: Patents - $190,000; and Support Services - $10,000. The revenue allocated to support services has been deferred and will be recognized as revenue when the services are performed.


Gross Margin


Gross margin as a percentage of revenue was 78.8% for the three month period ended August 31, 2012 as compared to 77.7% in the same period in the prior fiscal year. The increase in gross margin was due to a 9% reduction in the cost of service revenue in the current quarter as compared to the same period in the prior fiscal year as some resources that have historically been focused on performing training, implementation and other consulting tasks were allocated to other development tasks that are not yet revenue generating.


Research and Development Expenses


Research and development expenses were approximately $244,000 for the three month period ended August 31, 2012 as compared to approximately $383,000 in the comparable period in fiscal 2012. Approximately $80,000 of the reduced spending was due to an allocation of some development resources to new product initiatives for which the costs must be capitalized. Another $60,000 of reduced spending resulted from the cessation of offshore, third party development during the current fiscal year. These third party costs are variable in nature and will fluctuate with workload.


Selling, General and Administrative Expenses


Selling, general and administrative expenses were approximately $758,000 for the three month period ended August 31, 2012 as compared to approximately $708,000 for the comparable period in fiscal year 2012. This 7% increase in spending was due primarily to increased professional fees incurred during the current quarter compared to the same period in the prior fiscal year.

 

Interest Expense


Interest expense for the three month period ended August 31, 2012 was approximately $65,000, as compared to approximately $91,000 for the comparable period in the prior fiscal year. This decrease was due to the paydown of debt principal by nearly $800,000 during the last twelve months which reduced our borrowing costs.


Net Income


Net income for the three month period ended August 31, 2012 was approximately $173,000 or $.17 per share as compared to approximately $53,000 or $.05 per share for the comparable period in the prior fiscal year.


Liquidity and Capital Resources


During the three month period ended August 31, 2012 the net cash used in operating activities totaled approximately $196,000. Net income adjusted for non-cash expenditures generated $223,000 which was offset by a reduction in current assets and liabilities totaling approximately $419,000, the most significant of which was a $500,000 decrease in our deferred maintenance revenue liability. This change in deferred maintenance revenue is the result of the maintenance billing cycle that peaks in the December to February time period.    


Net cash used in investing activities for the three months ended August 31, 2012 was approximately $122,000 primarily composed of capitalized software development costs related to new products.


Net cash used in financing activities totaled approximately $181,000 composed primarily of $180,000 of scheduled principal repayment on our debt facility.


Sources of Cash


As of August 31, 2012, we had cash on hand of approximately $100,000, a decrease of approximately $495,000 from May 31, 2012. The Company’s net income adjusted for non-cash expenses together with its $595,000 in cash at the beginning of the fiscal year provided the liquidity to fund the above described cash utilization. The Company has a $300,000 line of credit that was not utilized during the quarter ended August 31, 2012.


Our expectation for the next twelve months is that our net cash provided by operations will improve as a result of increase profitability while maintaining our current level of liabilities.



17




The Company believes that its available cash, line of credit and cash provided by operations will be sufficient to meet its capital needs for at least the next twelve months.


Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of the SEC’s Regulation S-K.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures.


As of the end of the period covered by this report (August 31, 2012), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.


Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


Item 1. Legal Proceedings


None


Item 1A. Risk Factors


Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in the Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Any factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can by guaranteed. Actual future results may differ materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.


Continued revenue declines in our product lines may have a material adverse impact upon our business and overall financial performance.


We offer two product lines, ProductCenter and CADRA.  We have experienced consolidated revenue declines in each of our last six fiscal years.




18



Our ProductCenter technology, which we acquired in 2003, manages the engineering data and electronic files of discrete parts designed in third party proprietary design technologies offered primarily by SolidWorks, PTC and Autodesk. Revenue from our ProductCenter technology has been declining due to several factors. In July 2007, PTC informed us that it would not renew its partnership agreement with us when the agreement expired in January 2008.  We had been a member of the PTC partnership program for 12 years. The PTC partnership agreement, among other things, provided us with the right to distribute certain information that allowed for our technology to directly interface with PTC’s proprietary CAD tools. The non-renewal has essentially prevented us from marketing our ProductCenter solution to new customers that utilize PTC’s technology and has negatively impacted our product revenue from this technology offering.  In addition to the PTC partnership termination, ProductCenter revenues have been negatively affected by: (i) an increased number of competitive offerings in the marketplace, (ii) elongation of purchase decisions by customers of a technology that already has a long sales cycle, and (iii) uncertain economic conditions.  


CADRA, which we acquired in 1998, is a 2D technology that was first introduced in the early 1980’s.  The 2D marketplace is dominated by AutoCAD, a product offered by Autodesk. Due to the age and market position of our CADRA product line, we make no attempt to find new customers for this product rather we have been focused on keeping our existing customers. As existing customers migrate to other solutions and/or reduce the use of CADRA, our revenue declines without any potential offsets from new accounts. CADRA product revenues are also negatively impacted by the newer 3D technologies available in the marketplace that have become more affordable and easier to use in the last 10 years. Given these factors, as well as the uncertain economic conditions, we do not believe the revenue growth experienced by CADRA over the last two fiscal years is sustainable.  This had been driven by non-maintenance CADRA users upgrading their operating systems thereby necessitating a CADRA purchase.


Significant future declines in our total revenues may have a material adverse impact upon our business and overall financial performance.


We compete against numerous technology companies in the mature PLM industry that are significantly larger and have vastly greater financial resources at their disposal.


Many of our competitors, including PTC, Dassault, Siemens and Autodesk, have substantially greater financial, technological, marketing, managerial and research and development resources and experience than we do and represent significant competition for us. Our competitors may succeed in developing competing technologies or products which may gain market acceptance more rapidly than our products. Existing or proposed products of our competitors may render our existing or proposed products noncompetitive or obsolete. If we are unable to compete successfully in the future, the competitive pressures that we face could adversely affect our profitability or financial performance.


Our agreements with certain critical software vendors may be terminated at will by the vendors.


We utilize third party vendors to provide certain software and utilities which enable us to continue to develop and support ProductCenter customers with their integrations from ProductCenter to their respective CAD solutions. These agreements are subject to termination at will by the vendors, and, if terminated, we would need to seek alternative methods of providing continuing support to our existing customers and an alternative solution to meet the needs of prospective customers, which could have a material adverse effect on future performance. For example, in July 2007, we were informed that our agreement with one such vendor, PTC, was not going to be extended beyond its renewal date of January 31, 2008. Thus the agreement with PTC has since expired. A significant number of our current ProductCenter customers utilize PTC’s Pro/ENGINEER integrator solution. We continue to support our current customers who are utilizing a Pro/ENGINEER integration solution with a customer specific consulting solution. While this customer specific consulting solution has allowed us to retain the majority of our customers utilizing Pro/ENGINEER as their CAD tool, it has precluded us from proposing our solution to new customers using that CAD technology. Our inability to offer our solution to new customers utilizing Pro/ENGINEER or similar restrictions that could result from any future terminations of similar agreements with other vendors could have an adverse effect on our future revenues.


We may not be able to generate sufficient positive cash flow in the future to fund our operations.


In addition to our bank financing, we are dependent upon cash flow from our business to fund our operations. It is our expectation that we can continue to improve our cash flows; however, there can be no assurances that we will be able to continue to do so. If we are unable to fund our operations from future cash flows, we will need to seek additional debt and/or equity financing, which may not be available on attractive terms, if at all, in which case there could be a material adverse effect on our results of operations and financial condition.




19



We are dependent on our borrowing facilities to meet our operating needs.


We continue to be dependent on our term loan and line of credit with our lender to meet our operating needs. Approximately 70% of our revenue is derived from annual maintenance renewal contracts that are billed and collected unevenly during the year. Our line of credit is an important component along with revenue from product sales and consulting activities for meeting our working capital needs especially during the first and second fiscal quarters when the annual maintenance collections are low.  If we are unable to access our borrowing facilities due to a default or any other reason we could be forced to curtail our operating activities which would have a material adverse effect on our financial condition and results of operations.


Failure to comply with financial covenants in our loan agreement could adversely affect us.


As of August 31, 2012, we had $1.77 million of outstanding indebtedness under our term loan with One Conant Capital, and have not utilized any of the $300,000 available under our line of credit. This indebtedness is secured by all of our assets. Our loan agreement includes financial covenants which require us to maintain compliance with certain financial ratios during the term of the agreement. Failure to comply with the financial covenants is an event of default under the loan agreement. In an event of default, the lender has the right to accelerate repayment of all sums due, cease making additional advances under the line of credit and take any and all action, at its sole option, to collect monies owed to it, including to enforce and foreclose on its security interest on all of our assets.  If our lender were to accelerate our debt payments, our assets may not be sufficient to fully repay the debt and we may not be able to obtain capital from other sources at favorable terms or at all.  


Prior to the Recapitalization Transaction described in “Management’s Discussion and Analysis of Financial Condition and Results from Operations” above, we defaulted on our previous debt arrangement with Greenleaf Capital, Inc. (“Greenleaf”).  Specifically, in June 2010, we failed to make the scheduled loan payments in accordance with our term loan and revolving line of credit with Greenleaf, our sole debt provider at the time, which triggered the default. In 1999, we defaulted on our loan facility with Imperial Bank for failure to meet required profit and cash flow thresholds. Subsequent to each of the aforementioned debt defaults, satisfactory repayment agreements were reached with each lender.


Our loan agreement imposes restrictions on our ability to take certain corporate actions and raise additional capital.


Our loan agreement contains numerous restrictions that limit our ability to undertake certain activities without the express prior written approval of the lender. These include, but are not limited to, restricting our ability to:


·

incur additional indebtedness;

·

pay or declare dividends;

·

enter into a business substantially different from existing operations;

·

issue or authorize any additional or new equity that will result in a change of control; and

·

take any corporate action outside the ordinary course of the business without the prior written approval of our lender.


These restrictions could significantly hamper our ability to raise additional capital. Our ability to receive the necessary approvals is largely dependent upon our relationship with our lender and our financial performance, and no assurances can be given that we will be able to obtain the necessary approvals in the future. Our inability to raise additional capital could lead to working capital deficits that could have a materially adverse effect on our operations in future periods.


Our ability to use our federal and state net operating loss carryforwards (“NOLs”) to reduce taxable income generated in the future could be substantially limited or eliminated.


As of May 31, 2012, we had approximately $19.1 million of federal NOLs available to offset future taxable income, which expire in varying amounts beginning in 2022, if unused.  We may not generate taxable income in time to use these NOLs prior to their expiration, and the Internal Revenue Service may not agree with the amount or timing of prior losses, thereby limiting the value of our NOLs. Furthermore, our ability to use our NOLs is subject to an annual limitation due to ownership changes that may have occurred or that could occur in the future, as determined by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state regulations. Depending on the actual amount of any limitation on our ability to use our NOLs, our future taxable income could be subject to federal and/or state income tax, creating federal and/or state income tax liabilities.  On February 3, 2012, we entered into a Rights Agreement (“Rights Agreement”) in an effort to prevent an ownership change, as defined under Section 382, from occurring and thereby protect the value of our NOLs. There can be no assurance, however, that the Rights Agreement will prevent an ownership change from occurring or protect the value of our NOLs.

 



20



We adopted a tax benefits preservation plan, designed to preserve the value of our deferred tax assets, primarily related to NOLs, which may discourage acquisition and sale of large blocks of our stock and may result in significant dilution for certain stockholders.


Our board of directors adopted the Rights Agreement to preserve stockholder value and the value of certain income tax assets primarily associated with NOLs, by seeking to prevent any person from acquiring beneficial ownership of 4.99% or more of our outstanding common stock without the approval of the board of directors.


In connection with the Rights Agreement, the board of directors of the Company declared a dividend of one common share purchase right (a “Right”) for each outstanding share of common stock.  The dividend was payable on February 15, 2012 to the stockholders of record on February 15, 2012.  Pursuant to the Rights Agreement and at the discretion of our board of directors, if any person or group becomes the beneficial owner (subject to certain restrictions) of 4.99% or more of the outstanding shares of our common stock the Right may become exercisable.  Upon exercise of a Right and payment of the purchase price of $5.00 (the “Purchase Price”), the holder will be entitled to receive a number of shares of our common stock having a market value equal to two times the Purchase Price.


The Rights Agreement may discourage existing 5% stockholders from selling their interest in a single block which may impact the liquidity of our common stock, may deter institutional investors from investing in our common stock, and may deter potential acquirers from making premium offers to acquire SofTech, all factors which may depress the market price of our stock or prevent stockholders from receiving a premium in a change in control transaction.


Our quarterly results may fluctuate making our future revenue and financial results difficult to predict.


Our quarterly revenue and operating results are difficult to predict and may fluctuate significantly from quarter to quarter. Our quarterly revenue may fluctuate significantly for several reasons including: the timing and success of introductions of any new products or product enhancements or those of our competitors; uncertainty created by changes in the market; variations in the size and timing of individual orders; competition and pricing; seasonality; and customer order deferrals or cancellations as a result of general economic conditions or industry decline. Furthermore, we have often recognized a substantial portion of our product revenues in the last month of a quarter, with these revenues frequently concentrated in the last weeks or days of a quarter. As a result, product revenues in any quarter are substantially dependent on orders booked and shipped in the latter part of that quarter and revenues from any future quarter are not predictable with any significant degree of accuracy. We typically do not experience order backlog. For these reasons, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance.


Our financial condition could be adversely affected if significant errors or defects are found in our software.


Sophisticated software can sometimes contain errors, defects or other performance problems. If errors or defects are discovered in our current or future products, we may need to expend significant financial, technical and management resources, or divert some of our development resources, in order to resolve or work around those defects, and we may not be able to correct them in a timely manner or provide an adequate response to our customers.


Errors, defects or other performance problems in our products could cause us to delay new product releases or customer deployments. Any such delays could negatively impact our ability to realize revenue from the licensing and shipment of new or enhanced products and give our competitors a greater opportunity to market competing products. Such difficulties could also cause us to lose customers. Technical problems or the loss of customers could also damage our business reputation and cause us to lose new business opportunities.


We are dependent on key personnel whose loss could impair our operations, our product development or our sales efforts.


We are a small company with fewer than 50 employees. Our technologies are complex and have been developed over many years. While we enjoy the benefit of a very experienced, long-tenured employee group, we are dependent on many of those employees for the familiarity, expertise and unique insight they have developed with our products that would be extremely difficult and time consuming to replace.  We maintain “key-man” life insurance on our Vice President of CADRA Engineering, Mr. Livingston and our Chief Executive Officer, Mr. Mullaney in the amount of $1,000,000 and $3,000,000, respectively. In Mr. Mullaney’s case, this policy was required as part of the debt facility.  The proceeds from the life insurance, in the event of his demise, would be used to satisfy the outstanding debt obligation with the lender and the excess, if any, would revert to his estate.  The loss of services of any of our key personnel could make it difficult for us to meet important objectives, such as timely and effective product introductions and financial goals.




21



We may be sued for infringing on the intellectual property rights of others.


Our CADRA technology was introduced in the early 1980’s and our ProductCenter technology was launched in the early 1990’s. Over the decades that our technologies have been in the marketplace a significant number of patents have been filed by competitors. It is difficult if not impossible for us to monitor these patent awards to become familiar with their claims and we do not attempt to do so. Third parties may assert that we are employing their proprietary technology without authorization. While we have not been notified or sued for infringing on third-party intellectual property rights, there can be no assurance that we do not or will not infringe on the patent or proprietary rights of others. Parties making claims against us may be able to obtain injunctive or other equitable relief that could effectively block our ability to further develop, commercialize and sell products, and such claims could result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. We may not be able to obtain these licenses at a reasonable cost, if at all. In that event, we could encounter delays in product introductions while we attempt to develop alternative methods or products or be required to cease offering affected products and our operating results would be harmed.


Our sales and operations are globally dispersed, which exposes us to additional operating and compliance risks.


We sell and deliver software and services, and maintain support operations in multiple countries whose laws and practices differ from one another. For the three months ended August 31, 2012, North America accounted for approximately 68%, Europe for approximately 21% and Asia for approximately 11% of our revenue which was not materially different from the percentages for fiscal year 2011. Managing these geographically dispersed operations requires significant attention and resources to ensure compliance with laws. Accordingly, while we maintain a compliance program, we cannot guarantee that an employee, agent or business partner will not act in violation of our policies or U.S. or other applicable laws. Such violations can lead to civil and/or criminal prosecutions, substantial fines and the revocation of our rights to continue certain operations and also cause business and reputation loss.


We are obligated to maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.


From August 16, 2010 to December 27, 2011 we were not required to file periodic reports and other reports with the SEC.  In December 2011, we filed a Form 8-A with the SEC in connection with the effectiveness of our registration statement (333-174818), subjecting us again to the reporting requirements under the Exchange Act.  As a public company, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of our registration statement. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We may not be able to remediate future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our common stock.


Because we are a relatively small company, the requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management; and we may be unable to comply with these requirements in a timely or cost-effective manner.


As a public company, we need to comply with certain laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act and related regulations of the SEC. If we list our securities on an exchange, the exchange will impose additional requirements on listed companies, including enhanced corporate governance practices. For example, the NASDAQ listing requirements require that listed companies satisfy certain corporate governance requirements relating to independent directors, audit committees, distribution of annual and interim reports, shareholder meetings, shareholder approvals, solicitation of proxies, conflicts of interest, shareholder voting rights and codes of business conduct.


Complying with the SEC statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and could significantly increase our costs and expenses.   The Company was an SEC reporting entity from 1981 until August 2010 and was current in its filings through the filing of the Form 15 in August 2010. The Company expects to incur costs of between $100,000 and $200,000 in fiscal 2013 to meet its public company reporting responsibilities. These increased costs will be funded through cash flow from operations and our debt facilities.  These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors and board committees or as executive officers. As a public company we are required to:


·

institute a more comprehensive compliance function;

·

maintain a system of internal controls over financial reporting in compliance with certain of the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

·

prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

·

establish and maintain internal policies, such as those relating to disclosure controls and procedures and insider trading;

·

involve and retain to a greater degree outside counsel and accountants in the above activities; and

·

institute a more comprehensive investor relations function.



22




From time to time we may make acquisitions. The failure to successfully integrate future acquisitions could harm our business, financial condition and operating results.


As a part of our business strategy, we have in the past and may make acquisitions in the future. We may also make significant investments in complementary companies, products or technologies.  Acquisitions present many risks, and we may not realize the financial and strategic goals that were contemplated at the time of any transaction. We cannot provide assurance that we will be able to successfully integrate any business, products, technologies or personnel that we may acquire in the future, and our failure to do so could harm our business, financial condition and operating results.


Weakness in the United States and international economies may continue to adversely affect our business.


The past few years have been characterized by weak global economic conditions. Because we market, sell and license our products throughout the world, in addition to the ongoing adverse effects on our business of continued weakness in the U.S. economy, we could be significantly affected by continuing weak economic conditions in foreign as well as domestic markets that could reduce demand for our products.


Risks Related to the Market for our Common Stock


Our stock price has been and is likely to continue to be volatile, and an investment in our common stock could decline in value (all stock prices below have been adjusted to reflect the reverse stock split).


Over the previous three fiscal years the Company’s closing stock price has fluctuated from a low of $.80 per share to a high of $4.80 per share. Since the Recapitalization Transaction, which was completed on March 11, 2011, the closing stock price has ranged from a low price of $1.00 per share to a high price of $4.20 per share.  A contributing factor to the price fluctuation is the low average daily volume, which over the last three fiscal years has averaged fewer than 1,000 shares per day.  Given the lack of market makers in the stock and the low demand, a shareholder’s attempt to sell a large number of shares relative to the average daily volume in a short period of time will likely have a material negative impact on the share price.


A small number of shareholders own a large number of shares thereby potentially exerting significant influence over us.


Three of the four members of our board of directors participated in the private placement in March 2011 and own approximately 24% of our outstanding shares. In addition, Greenleaf, the beneficial owner of 271,411 shares of common stock, or 27.3% of our shares currently outstanding, has agreed to vote all of its and its affiliates’ shares (including any shares subsequently acquired by Greenleaf) in accordance with the recommendations of our board of directors for a three year period ending on March 8, 2014. This concentration of ownership could significantly influence all matters requiring shareholder approval and could delay, deter or prevent a change in control of the Company or other business combinations that might otherwise be beneficial to our other shareholders. Accordingly, this concentration of ownership may harm the market price of our common stock. In addition, the interest of our significant shareholders may not always coincide with the interest of the Company’s other shareholders. In deciding how to vote on such matters, they may be influenced by interests that conflict with our other shareholders.


Our stock is thinly traded, so you may be unable to sell at or near ask prices or at all.


The shares of our common stock are traded on the OTCQB marketplace tier. Shares of our common stock are thinly traded, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volume. Even in the event that we come to the attention of such persons, they would likely be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, our stock price may not reflect an actual or perceived value of the business. Also, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broader or more active public trading market for our common shares may not develop or if developed, may not be sustained. Due to these conditions, you may not be able to sell your shares at or near ask prices or at all if you need money or otherwise desire to liquidate your shares.


We do not presently intend to pay any cash dividends or repurchase any shares of our common stock.


We do not presently intend to pay any cash dividends on our common stock. Any payment of future dividends will be at the discretion of the board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that our board of directors deems relevant. Cash dividend payments in the future may only be made out of legally available funds and, if we experience substantial losses, such funds may not be available. In addition, our loan agreement prohibits us from paying dividends, making distributions or payments or redeeming, retiring or purchasing any of our capital stock. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment.




23



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


None


Item 3. Defaults Upon Senior Securities


None


Item 4. Mine Safety Disclosures


Not Applicable


Item 5. Other Information


Not Applicable


Item 6. Exhibits


See Exhibit Index on page 26.




24



SIGNATURES


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


 

SOFTECH, INC.

 

 

 

 

Date: October 15, 2012

/s/ Amy E. McGuire

 

Amy E. McGuire

 

Chief Financial Officer

 

 

 

 

Date: October 15, 2012

/s/ Joseph P. Mullaney

 

Joseph P. Mullaney

 

President & Chief Executive Officer




25




Exhibit Index


Exhibit No.

Description of Document

3.1

Articles of Organization, as amended through October 12, 1988 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).

3.1.1

Articles of Amendment to Articles of Organization, dated April 15, 2011 (incorporated by reference to Exhibit 3.1.1 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

3.1.2

Articles of Amendment to Articles of Organization, effective June 7, 2011 (incorporated by reference to Exhibit 3.1.2 to the Company’s Registration Statement on Form S-1, filed on June 9, 2011).

3.2

By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2008, filed on April 14, 2008).

31.1

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1

Certification of the Principal Financial Officer and Principal Executive Officer pursuant to 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 Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 




26


PINX:SOFT SofTech Inc Quarterly Report 10-Q Filling

SofTech Inc PINX:SOFT Stock - Get Quarterly Report SEC Filing of SofTech Inc PINX:SOFT stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:SOFT SofTech Inc Quarterly Report 10-Q Filing - 8/31/2012
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