The table below provides a summary of the changes in fair value of the Level 3 classified Holdback Payment and Earn-Out Payments asset for the period from May 31, 2014 through November 30, 2016:
|
|
|
|
|
|
(in thousands)
|
|
Fair value at May 31, 2014
|
$
|
895
|
|
Payments received
|
|
(604)
|
|
Change in fair value
|
|
85
|
|
Fair value at May 31, 2015
|
|
376
|
|
Change in fair value
|
|
(46)
|
|
Payments received
|
|
(200)
|
|
Fair value at May 31, 2016
|
|
130
|
|
Change in fair value
|
|
(5)
|
|
Payments received
|
|
-
|
|
Fair value at November 30, 2016
|
$
|
125
|
The Company has estimated the fair value of the Earn-Out Payments using a discounted cash flow approach. This valuation is based upon several factors including; i) management’s estimate of the amount and timing of future CADRA revenues, ii) the timing of receipt of payments from Mentor, and iii) a discount rate of 7%. The estimated fair value at November 30, 2016 is based on the actual amount due from Mentor on or before April 1, 2017.
A change in any of these unobservable inputs can significantly change the fair value of the asset. The change in fair value of the Earn-Out Payments recognized in the Consolidated Statements of Operations for the three and six month periods ended November 30, 2016 and 2015 was approximately $(5,000) and $(5,000), and $(61,000) and $(51,000), respectively.
14
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company’s foreign operations (primarily 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). There were no foreign currency gains (losses) arising from transactions that were included in operations (Other expense, net in the Consolidated Statement of Operations) in three and six month periods ended November 30, 2016. In the three and six month periods ended November 30, 2015 we recorded foreign currency losses of $23,000 and $16,000, respectively.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is a more inclusive reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). To date, the Company’s comprehensive income and expense items include only foreign translation adjustments. Comprehensive income (loss) has been included in the Consolidated Statements of Comprehensive Income (Loss) for all periods.
RESEARCH AND DEVELOPMENT COSTS
The Company expenses all research and development costs as incurred.
NET INCOME (LOSS) PER COMMON SHARE
For the three and six month periods ended November 30, 2016, dilutive stock options added 638 and 1,123 additional common shares, respectively, to the basic weighted average shares outstanding calculation. For the three and six month periods ended November 30, 2015, 1,619 and 619, respectively, common shares related to stock options were anti-dilutive and were excluded from the basic and diluted earnings per share calculation.
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.
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. Any 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 November 30, 2016, 147,000 options were outstanding.
15
The following table summarizes option activity under the 2011 Stock Option Plan:
|
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted-Average Remaining Life (in years)
|
|
Aggregate Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at May 31, 2015
|
|
147,000
|
|
1.77
|
|
8.54
|
|
2,625
|
|
Granted
|
|
2,500
|
|
1.00
|
|
10.00
|
|
-
|
|
Exercised
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Forfeited or expired
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at May 31, 2016
|
|
149,500
|
|
1.75
|
|
7.56
|
|
4,325
|
|
Granted
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Exercised
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Forfeited or expired
|
|
(2,500)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at November 30, 2016
|
|
147,000
|
$
|
1.75
|
|
7.56
|
$
|
4,325
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at November 30, 2016
|
|
146,944
|
$
|
1.75
|
|
7.56
|
$
|
4,325
|
The Company determined the volatility for options granted during the fiscal year ended May 31, 2016 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.
The weighted-average fair value of each option granted in the fiscal year ended May 31, 2016 was estimated to be $1.10 on the date of grant using the Black-Scholes model with the following weighted average assumptions:
Expected life 5.00 years
Assumed annual dividend growth rate 0%
Expected volatility 133%
Risk free interest rate 1.63%
For the three and six month periods ended November 30, 2016 the Company expensed approximately $2,000 and $3,000, respectively, of stock-based compensation as compared to $28,000 and $58,000 for the same periods in the prior fiscal year. Unamortized stock based compensation as of November 30, 2016 was approximately $3,000.
The 2011 Plan allows employees with stock options up to ninety days to exercise their options following their separation from the Company. For those employees that were offered employment by Essig in connection with the PLM Sale, we allowed them to continue to hold their stock options (all were fully vested at the transaction date) through the expiration date as if their employment with the Company had not ended conditioned on their acceptance of the employment offer and to the extent their employment continued. This change was made to encourage continued cooperation from that group in the development and launch of the HomeView technology subsequent to the completion of the transaction. As part of the transaction, the Company and Essig entered into an arrangement whereby employee resources shall be made available for at least a two year period following the completion of the transaction. In that these former employees will continue to provide services as needed for the ongoing benefit of the Company, the waiving of the ninety day exercise was deemed immaterial.
16
REDEEMABLE COMMON STOCK
During the year ended May 31, 2013, the Company issued 50,000 shares of common stock, $0.10 par value (the “Common Stock”), at a purchase price of $5.00 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions for total proceeds of $250,000. These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each of the respective Investors. In lieu of registration rights, each $25,000 investment entitled the Investors to a fee of $6,000 (the “Fee”) to be paid in six equal quarterly installments during the eighteen month period following the investment. The Agreement also provided the Investors with the right to require the Company to redeem the Common Stock held by such Investors (the “Put Option”) for $5.50 per share in cash for a 30 day period ending between June 1, 2014 and June 30, 2014. Each of the Investors exercised their Put Option and the Common Stock was repurchased by the Company at the agreed upon Put Option price of $5.50 per share for a total of $275,000 during the first quarter of fiscal 2015.
During the fiscal quarter ended August 31, 2014, in a transaction structured in a similar fashion to the above described Agreement, the Company issued 110,000 shares of the Common Stock at a purchase price of $5.00 per share to Joseph P. Daly, an accredited investor and existing Company shareholder, in a private placement transaction for total proceeds of $550,000. This transaction was completed pursuant to a securities purchase agreement whereby Mr. Daly shall have the right to require the Company to repurchase some or all of the shares at $7.00 per share during the ninety (90) day period immediately following the three-year anniversary of the transaction. Upon completion of the transaction, the 110,000 shares of Common Stock issued pursuant to the security purchase agreement were recorded as redeemable common stock at its redemption value of $770,000 and accretion of $220,000 was recorded to additional paid in capital. In the event whereby the Company is unable to honor the agreement to repurchase the shares, in whole or in-part, the unpaid portion would revert into a loan obligation secured by all of the Company’s assets and bearing an annual interest rate of 20%. These 110,000 shares were repurchased by the Company on October 14, 2016 in connection with the PLM Sale at a discounted price of $722,700 or $6.57 per share.
During the fiscal quarter ended November 30, 2014, the Company issued an additional 60,000 shares of the Common Stock at a purchase price of $5.00 per share to four accredited investors (collectively, the “New Investors”) in private placement transactions for total proceeds of $300,000. These transactions were completed pursuant to Securities Purchase Agreements (the “New Agreements”) entered into with each of the respective New Investors. In lieu of registration rights, each $50,000 investment entitles the New Investors to a fee (the “New Investors’ Fees”) of $5,000 to be paid in eight equal quarterly installments during the twenty-four month period (the “Payment Period”) following the investment. The New Agreements also provide the New Investors with the right to require the Company to redeem the Common Stock held by such New Investors for $7.00 per share in cash for a 30 day period following the Payment Period. Upon completion of these transactions, the 60,000 shares of Common Stock issued pursuant to the New Agreements were recorded as redeemable common stock at its redemption value of $420,000 and accretion of $120,000 was recorded to additional paid in capital.
During the quarter ended November 30, 2016, the New Investors exercised their repurchase rights. Three of the New Investors submitted their 40,000 shares they owned and the Company repurchased them for the agreed upon price of $280,000. The fourth New Investor agreed to submit his 20,000 shares for repurchase on April 1, 2017 in exchange for an additional payment of $10,000.
During the fiscal quarter ended November 30, 2015, the Company issued an additional 10,000 shares of the Common Stock at a purchase price of $5.00 per share to an accredited investor in private placement transactions for total proceeds of $50,000. This transaction was completed pursuant to a Securities Purchase Agreement entered into with the investor. In lieu of registration rights, the investor is entitled to a fee of $5,000 to be paid in eight equal quarterly installments during the twenty-four month period (the “Payment Period”) following the investment. The Securities Purchase Agreement also provides the investor with the right to require the Company to redeem the Common Stock held by such investor for $7.00 per share in cash for a 30 day period following the Payment Period. Upon completion of this transaction, the 10,000 shares of Common Stock issued pursuant to the Securities Purchase Agreement was recorded as redeemable common stock at its redemption value of $70,000 and accretion of $20,000 was recorded to additional paid in capital.
As of November 30, 2016, the redeemable common stockholders of the Company have the right to redeem shares with an aggregate redemption value of $210,000 within twelve months of the balance sheet date.
17
The Company first assessed the redeemable Common Stock to determine whether each of these instruments should be accounted for as a liability in accordance with ASC 480,
Distinguishing Liabilities from Equity
. In that the put option is optionally redeemable by the holder, the Common Stock was not required to be accounted for as a liability. Next, the Company assessed each put option within the redeemable Common Stock as a potential embedded derivative pursuant to the provisions of ASC 815,
Derivatives and Hedging,
and concluded that the put option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the redeemable Common Stock in accordance with ASC 480-10-S99,
Classification and Measurement of Redeemable Securities
, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued
ASU No. 2016-02, “Leases”. This ASU requires entities to recognize right-to-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are currently evaluating the potential
impact this standard will have on our financial statements and related disclosure.
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”, This ASU simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years.
We are currently evaluating the method of adoption and the potential impact this standard will have on our financial statements and related disclosure.
In May 2015, the FASB issued ASU No. 2015-08, "Business Combinations (Topic 805): Pushdown Accounting – Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115." The amendments in this ASU amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115, Topic 5: Miscellaneous Accounting, regarding various pushdown accounting issues, and did not have a material impact on the Company's consolidated financial statements.
Accounting Standards Update (ASU) 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to ‘Continue as a Going Concern” was issued by the FASB in August 2014. The primary purpose of the ASU is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments should reduce diversity in the timing and content of footnote disclosure. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for the annual periods and interim periods thereafter. Early adoption is permitted. The Company is in the process of evaluating if this guidance will have a material impact on its consolidated results of operations or financial position or disclosures.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers
, (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017, based on ASU 2015-14
.
Early application is permitted but not before the original effective date of December 15, 2016. The Company is currently assessing the impact of this guidance.
In March 2016, the FASB issued ASU 2016-08, amending the new revenue recognition standard that it issued jointly with the IASB in 2014 -
Revenue from Contracts with Customers
, (Topic 606). The amendments in this ASU provide more detailed guidance to clarify certain aspects of the principal-versus-agent guidance in the original ASU. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017, based on ASU 2015-14
.
Early application is permitted but not before the original effective date of December 15, 2016. The Company is currently assessing the impact of this guidance.
18
In April 2016, the FASB issued ASU 2016-10, amending the new revenue recognition standard that it issued jointly with the IASB in 2014 -
Revenue from Contracts with Customers
, (Topic 606). The amendments in this ASU provide more detailed guidance, including additional implementation guidance and examples in the key areas of 1) identifying performance obligations and 2) licenses of intellectual property. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017, based on ASU 2015-14
.
Early application is permitted but not before the original effective date of December 15, 2016. The Company is currently assessing the impact of this guidance.
C. GEOGRAPHICAL 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 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:
|
|
November 30, 2016
|
|
November 30, 2015
|
|
North America
|
$
|
369
|
$
|
1,043
|
|
Europe
|
|
268
|
|
274
|
|
Asia
|
|
-
|
|
3
|
|
Eliminations
|
|
-
|
|
(16)
|
|
Consolidated Total
|
$
|
637
|
$
|
1,304
|
|
|
|
|
|
|
|
|
Six Month Periods Ended
|
|
Revenue:
|
|
November 30, 2016
|
|
November 30, 2015
|
|
North America
|
$
|
1,030
|
$
|
1,818
|
|
Europe
|
|
540
|
|
482
|
|
Asia
|
|
-
|
|
6
|
|
Eliminations
|
|
-
|
|
(21)
|
|
Consolidated Total
|
$
|
1,570
|
$
|
2,285
|
|
|
|
|
|
|
Long Lived Assets:
|
|
As of
November 30,
2016
|
|
As of
May 31,
2016
|
|
North America
|
$
|
1,544
|
$
|
2,086
|
|
Europe
|
|
2
|
|
40
|
|
Consolidated Total
|
$
|
1,546
|
$
|
2,126
|
D.
DEBT
ESSIGPR
On June 20, 2014, the Company entered into a promissory note agreement (the “Note”) with EssigPR, Inc. (“EssigPR”), a Puerto Rico corporation and related party of the Company. The Note is a three (3) year borrowing arrangement with EssigPR as the lender. The Note is a $750,000 term loan maturing on April 1, 2017, that accrues interest at a 9.5% interest rate, paid quarterly in arrears. The principal on the Note was to be paid from the deferred payments (Holdback Payment and Earn-Out Payments) due over the next three years from Mentor in connection with their purchase of the CADRA product line.
On October 1, 2014, the Company entered into an additional short term borrowing arrangement with EssigPR (“Short Term Note”) whereby it was agreed that the Company would retain $300,000 of the Holdback Payment due from Mentor in October 2014 rather than utilize those monies to pay down the above described Note. The interest rate on the Short Term Note is 9.5%, payable quarterly in arrears. The Short Term Note can be repaid at any time without penalty and was due in full on April 10, 2015. EssigPR was awarded 5,000 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on October 1, 2024 if not exercised. The Short Term Note arrangement did not increase the total principal amount of debt owed to EssigPR. Rather, the arrangement had the effect of establishing new payoff terms for that portion of the debt owed to EssigPR under the Note.
19
On April 2, 2015, the Short Term Note was amended to extend the due date by three months from April 10, 2015 to July 10, 2015. EssigPR was awarded 2,500 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on April 2, 2025 if not exercised.
During the three months ended August 31, 2015, the Short Term Note was amended to extend the due date to October 10, 2015 and to increase the borrowings by $200,000 in exchange for 2,500 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on July 15, 2025 if not exercised.
During the three months ended November 30, 2015, the Short Term Note was amended to extend the due date to January 10, 2016 and to increase the borrowings by $254,000.
On January 8, 2016, the Short Term Note was amended to extend the due date to April 10, 2016.
On April 11, 2016, the Short Term Note was amended to extend the due date to July 10, 2016.
On August 12, 2016, the Short Term Note was amended to increase the borrowings by $250,000, to extend the due date to October 10, 2016 and to increase the collateral to include the PLM product lines.
On August 30, 2016, the Short Term Note was amended to increase the borrowings by $100,000.
The following summary details the changes in principal amount owed under each of the debt agreements with Essig (in thousands):
|
|
|
|
|
|
|
|
|
|
Note
|
|
Short Term Note
|
|
Total
|
|
Balance at May 31, 2014
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Borrowings
|
|
750
|
|
300
|
|
1,050
|
|
Repayments
|
|
(604)
|
|
-
|
|
(604)
|
|
Balance at May 31, 2015
|
|
146
|
|
300
|
|
446
|
|
Borrowing
|
|
-
|
|
454
|
|
454
|
|
Repayments
|
|
-
|
|
-
|
|
-
|
|
Balance at May 31, 2016
|
|
146
|
|
754
|
|
900
|
|
Borrowing
|
|
-
|
|
350
|
|
350
|
|
Repayments
|
|
(146)
|
|
(1,104)
|
|
(1,250)
|
|
Balance at November 30, 2016
|
|
-
|
|
-
|
|
-
|
As detailed above, the total debt outstanding under the Note and the Short Term Note were fully satisfied upon completion of the PLM Sale on October 14, 2016 as described above.
SHORT TERM NOTE WITH RELATED PARTIES
Robert Anthonyson, an Officer, Director and beneficial owner of 19.9% of Company common shares as of November 30, 2016, loaned the Company $50,000 on July 29, 2015 which was repaid to Mr. Anthonyson in the second quarter of fiscal 2016. Joseph Mullaney, an Officer, Director and beneficial owner of 11.7% of Company common shares as of November 30, 2016, loaned the Company $19,300 on September 1, 2015 of which was repaid to Mr. Mullaney in the second quarter of fiscal year 2016. There was no interest charged on these short term advances.
E. NOTE RECEIVABLE, RELATED PARTY
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.
20
F. PLM SALE
On October 14, 2016, the Company sold substantially all of the assets of its ProductCenter and Connector technologies, including all intellectual property related to those technologies but specifically excluding cash, billed accounts receivable and liabilities other than the deferred maintenance and subscription liabilities associated with customer maintenance and subscription contracts for support services, to Essig. The Company recorded a gain on the PLM Sale of approximately $2.8 million. The gain was composed of the $3.25 million purchase price and the assumption by the buyer of approximately $1.0 million in support service obligations. This was partially offset by the assets sold in the transaction, the non-cash expenses related to goodwill that were written-off and transaction related expenses all of which in the aggregate totaled approximately $1.5 million. Intangible assets related to goodwill and capitalized software totaled approximately $949,000 of the $1.5 million. The proceeds from the PLM Sale were used to fully repay the outstanding debt under the Note and the Short Term Note of $1.25 million and to repurchase 110,000 common shares for approximately $722,700 that were subject to a put arrangement. Joseph Daly, Essig’s owner, is a related party.
The Company is due contingent payments based on the revenue generated by the PLM product lines for the two twelve month periods immediately following the completion of the transaction without regard to purchase accounting adjustments required under Generally Accepted Accounting Principles. The contingent payments will only be due if the revenue in the first twelve month period exceeds $3.2 million or if the revenue for the second twelve month period exceeds $3.75 million. If the revenue thresholds are met or exceeded in either period, the Company will earn a contingent payment of $75,000 plus 12.5% of the amount in excess of the revenue threshold plus $75,000. In that the revenue in each period cannot be reasonably estimated to exceed those minimal thresholds, the Company has determined that the fair value of the contingent payments due is zero. If the actual revenue for the PLM product lines exceeds the minimal threshold and contingent payments are earned, the Company will record such amounts due when the amounts are known.
The Company has agreed to indemnify Essig for losses incurred by them resulting from (a) any inaccuracy of any of the Company’s representations or warranties in the Asset Purchase Agreement or any breach or non-fulfillment by the Company of any covenants, agreements or other obligations contained in the Asset Purchase Agreement; (b) any liability of the PLM business not assumed by Essig in the transaction; or (c) the Company’s pre-closing operations of the PLM business. The Company is not obligated to indemnify Essig for any losses unless they exceed $75,000, and then only to the extent such losses exceed $75,000. Except with respect to Excluded Liabilities, for which the Company’s indemnification obligation is not capped, the Company’s maximum aggregate liability under the Asset Purchase Agreement is $3.25 million. The Company’s indemnification obligations under the Asset Purchase Agreement with respect to breaches of representations and warranties survive for two years from the closing date of October 14, 2016 except for tax-related representations and warranties that survive until the expiration of the applicable statute of limitations. An escrow account of $162,500 has been established as part of the transaction to cover indemnification claims. This escrow cash account is included on the Company’s balance sheet under Other Assets. The escrow cash account is payable to the Company on October 14, 2018 subject to any claims for indemnification by Essig.
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.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This report includes forward-looking statements that relate to, among other matters, our business operations and plans and strategy for the future; our future financial performance and results of operations; and demand for our products and services. 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 the forward-looking statements due to a number of factors, including our ability to:
·
successfully introduce and attain market acceptance of any new products and/or enhancements of existing products, especially our HomeView offering;
·
develop partnerships with key participants in the residential property market for our HomeView technology;
·
develop unique, innovative, feature-rich technology for homeowners that is not easily replicated by competitors;
·
attract and retain qualified personnel;
·
prevent obsolescence of our technologies;
·
identify strategic initiatives and opportunities that are consistent with our strategic goals;
·
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.
These and other additional factors that may cause our actual results to differ materially from those contained in the forward-looking statements are set forth more fully under Item 1A “Risk Factors” of this report and the other reports we file from time to time with the SEC.
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 report 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
Until the sale of the ProductCenter and Connector product lines on October 14, 2016, as described hereunder we operated 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. and Italy. For geographical information about our operating revenues and assets, see Note E to the consolidated financial statements included in the Company’s Form 10-K for the fiscal year ended May 31, 2016.
Over approximately the last two fiscal years, the Company developed a new data management product for the residential property market called HomeView™. The solution is based on a patent filed by the Company in December 2012. HomeView was launched in January 2016 and is available to download on iTunes.
In March 2011, the current management team (CEO and VP of Business Development) completed a transaction (the “Recapitalization Transaction”) in which a group of eight investors purchased 39% of the Company’s common stock, arranged for debt facilities of $3.2 million and negotiated for a $7.6 million debt reduction from Greenleaf Capital, Inc. (“Greenleaf”), at that time, the Company’s sole lender and largest shareholder. Subsequent to the Recapitalization Transaction the Company purchased all of Greenleaf’s 271,411 shares in Company common stock and retired them.
22
A core tenet of the management team’s strategy following the Recapitalization Transaction has been to actively consider ways to monetize some or all of SofTech’s assets and to pursue new strategic initiatives, such as potential business combinations, sale transactions, development of new product offerings, filing of new patent ideas and strategic partnerships.
Since the Recapitalization Transaction, the Company has taken the following actions consistent with this strategy:
·
Sold the AMT product line, a division that developed and marketed CAD and CAM technology to the Tool & Dies industry, in May 2011 in exchange for cash;
·
Sold the existing CAD and PLM patents in June and September 2012 in exchange for cash and a percent of future funds recovered;
·
Filed three patents and acquired the rights to another;
·
Developed and launched the Connector product line described hereunder;
·
Sold the CADRA product line in October 2013 in exchange for cash and a percent of future revenues;
·
Developed a new data management product for the residential property market called HomeView; and
·
Sold the ProductCenter and Connector technologies in October 2016 in exchange for cash and contingent payments based on achievement of specified revenue thresholds.
The most recent transaction to sell the ProductCenter and Connector technologies allowed the Company to be debt free for the first time in decades, provided working capital to meet its near term needs and the liquidity to increase marketing and development efforts related to the HomeView technology. The product line sales and patent sales generated taxable income that we believe will be sheltered substantially from both federal and state income taxes through utilization of the Company’s tax assets
The product line sales of the CADRA technology in October 2013 and the PLM technologies in October 2016 were the most significant transactions since the Recapitalization Transaction and are more fully described hereunder.
CADRA Sale.
On October 18, 2013, the Company sold substantially all of the assets of its CADRA product line, including all intellectual property related to that technology but specifically excluding cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with CADRA customer maintenance contracts for support services (the “CADRA Sale”), to Mentor Graphics Corporation (“Mentor”), pursuant to an Asset Purchase Agreement dated August 30, 2013 (the “Asset Purchase Agreement”). The aggregate consideration for the CADRA Sale was up to $3.95 million, comprised of (i) $2.88 million of which was paid on the closing date; (ii) $320,000 which was paid on the one year anniversary (the “Holdback Payment”) of the closing date; and (iii) up to an aggregate $750,000 over the three-year period subsequent to the closing date, based on 10% of the net revenue generated by the CADRA business during the three-year period immediately following the transaction, (the “Earn-Out Payments”) subject to the terms of the Earn-Out Agreement dated August 30, 2013 (the “Earn-Out Agreement”).
The Company recorded a gain on the sale of the CADRA product line of $649,000 in fiscal year 2014 which included non-cash expenses related to intangible assets of approximately $3.3 million. It also included an estimate of the market value of deferred contingent payments of $922,000 related to the Holdback Payment and the Earn-Out Payments. Through November 30, 2016 the Company collected $847,000 of deferred contingent payments from Mentor and is due an additional final payment of $125,000 on or before April 1, 2017 based on revenue generated by the CADRA product line for the period from February 1, 2016 to October 31, 2016. The Company could have earned a maximum of $1.070 million in deferred contingent payments ($320,000 related to the Holdback Payment and $750,000 in Earn-Out Payments). However, due to the significant decline in CADRA revenue over the last two years the Company will earn only $972,000 in deferred contingent payments.
The Company continues to offer the CADRA technology as a reseller throughout Europe (except Germany) on an exclusive basis until October 18, 2014 pursuant to a distribution agreement with Mentor (the “Distributorship Agreement”). This arrangement was extended on a non-exclusive basis through March 31, 2017 and is subject to annual renewals by mutual agreement thereafter. Due to the significant continued involvement in the sale and support of the CADRA product line, the transaction did not qualify for presentation as discontinued operations.
PLM Sale.
On October 14, 2016, the Company sold substantially all of the assets of its ProductCenter and Connector technologies including all intellectual property related to that technology but specifically excluding cash, billed accounts receivable and liabilities other than the deferred maintenance liability associated with customer maintenance contracts for support services (“PLM Business”) to Essig Research, Inc. (“Essig”) in exchange for aggregate consideration of $3.25 million plus contingent payments (“PLM Sale”). The Company’s indebtedness to Essig ($1.25 million as of October 14, 2016) was repaid in this transaction and the Company repurchased 110,000 shares of its common stock from Essig at approximately $6.57 per share, a discount to the put price of $7.00 per share.
23
In addition, the Company may earn two additional contingent payments based on revenue of the PLM Business (“PLM Revenue”) for the two twelve month periods immediately following the transaction.
For the first 12 month period the contingent payment will be derived as follows:
·
If PLM Revenue is less than $3.2 million then zero.
·
If PLM Revenue is more than $3.2 million then $75,000 plus 12.5% of the amount in excess of $3.275 million.
For the second 12 month period the contingent payment will be derived as follows:
·
If PLM Revenue is less than $3.75 million then zero.
·
If PLM Revenue is more than $3.75 million then $75,000 plus 12.5% of the amount in excess of $3.825 million.
The revenue for the PLM Business for the twelve month period ended May 31, 2016 was approximately $3.434 million including about $218,000 of consulting revenue performed for a SofTech, Srl customer.
The Company has determined that the two additional contingent payments have a fair value of zero as of November 30, 2016 because the PLM Revenue for those periods cannot be reasonably estimated to exceed the minimum threshold required to earn a contingent payment in either period. If the actual revenue for PLM product lines exceeds the minimal threshold and contingent payments are earned, the Company will record such amounts due when the amounts are known.
PLM Revenue is defined as U.S. GAAP except that no purchase accounting adjustments shall be applied. It shall include license, maintenance, subscription and consulting revenue. Essig will be required to report revenue within 30 days of the period end with payment due within 60 days of period end.
The proposed transaction was unanimously approved by the Company’s Board of Directors. At a special meeting of the Company’s shareholders held on October 5, 2016, the PLM Sale was approved by shareholders owning 79.7% of the outstanding shares.
The Company will continue to market and support the ProductCenter and Connector technologies through its wholly-owned subsidiary SofTech, Srl. Due to the significant continued involvement in the sale and support of the CADRA product line, the transaction did not qualify for presentation as discontinued operations.
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, 2016 included in our previously filed Form 10-K. There have been no changes to the policies for the three or six months ended November 30, 2016.
Results of Operations
As detailed above, the PLM Sale was completed on October 14, 2016, approximately half way through our second quarter of fiscal 2017. Because this transaction did not qualify for presentation as discontinued operations, the results of operations for the three and six month periods ended November 30, 2016 includes all revenue and expenses of the PLM Business through the transaction date. The results of operations for the three and six month periods ended November 30, 2015 includes all revenue and expenses of the PLM Business for those entire periods. As such, the required comparative information presented below is difficult to analyze.
24
The table below presents the comparative statements of operations for the three month periods ended November 30, 2016 and November 30, 2015 along with the dollar and percentage change amounts for each revenue and expense item (expressed in thousands, except percentages):
25
The table below presents the relationship, expressed as a percentage, between income and expense items and total revenue, for the three month periods ended November 30, 2016 and November 30, 2015:
|
|
|
|
|
|
Items as a percentage
of revenue
|
|
|
November 30,
|
|
November 30,
|
|
|
2016
|
|
2015
|
|
Revenue:
|
|
|
|
|
Products
|
4.9%
|
|
27.1%
|
|
Services
|
95.1
|
|
72.9
|
|
Total revenue
|
100.0
|
|
100.0
|
|
|
|
|
|
|
Cost of revenue:
|
|
|
|
|
Products
|
3.3
|
|
1.3
|
|
Services
|
33.6
|
|
32.7
|
|
Total cost of revenue
|
36.9
|
|
34.0
|
|
|
|
|
|
|
Gross margin
|
63.1
|
|
66.0
|
|
|
|
|
|
|
Research and development expenses
|
11.6
|
|
10.5
|
|
Selling, general and administrative expenses
|
84.8
|
|
48.6
|
|
Gain on sale of PLM product line
|
(441.0)
|
|
-
|
|
Change in fair value of earn-out payments
|
.8
|
|
4.7
|
|
|
|
|
|
|
Operating income (loss)
|
406.9
|
|
2.2
|
|
|
|
|
|
|
Interest expense
|
2.5
|
|
2.1
|
|
Other expense
|
-
|
|
1.8
|
|
|
|
|
|
|
Net income (loss)
|
404.4%
|
|
(1.7)%
|
The table below presents the relationship, expressed as a percentage, between income and expense items and total revenue, for the six month periods ended November 30, 2016 and November 30, 2015:
|
|
|
|
|
|
Items as a percentage
of revenue
|
|
|
November 30,
|
|
November 30,
|
|
|
2016
|
|
2015
|
|
Revenue:
|
|
|
|
|
Products
|
6.0%
|
|
17.9%
|
|
Services
|
94.0
|
|
82.1
|
|
Total revenue
|
100.0
|
|
100.0
|
|
|
|
|
|
|
Cost of revenue:
|
|
|
|
|
Products
|
3.6
|
|
2.0
|
|
Services
|
34.3
|
|
35.2
|
|
Total cost of revenue
|
37.9
|
|
37.2
|
|
|
|
|
|
|
Gross margin
|
62.1
|
|
62.8
|
|
|
|
|
|
|
Research and development expenses
|
13.1
|
|
12.7
|
|
Selling, general and administrative expenses
|
72.5
|
|
54.0
|
|
Gain on sale of PLM product line
|
(179.4)
|
|
-
|
|
Change in fair value of earn-out payments
|
.3
|
|
2.2
|
|
|
|
|
|
|
Operating income (loss)
|
155.5
|
|
(6.1)
|
|
|
|
|
|
|
Interest expense
|
2.7
|
|
1.8
|
|
Other expense
|
-
|
|
0.7
|
|
|
|
|
|
|
Net income (loss)
|
152.8%
|
|
(8.6)%
|
26
Revenue
The following table summarizes total revenue by product line for the three month periods ended November 30, 2016 and November 30, 2015 (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
401
|
$
|
1,003
|
$
|
(602)
|
|
(60.0)%
|
|
Connector
|
|
34
|
|
57
|
|
(23)
|
|
(40.4)
|
|
CADRA
|
|
97
|
|
121
|
|
(24)
|
|
(19.8)
|
|
Other third party products
|
|
105
|
|
123
|
|
(18)
|
|
(14.6)
|
|
Total
|
$
|
637
|
$
|
1,304
|
$
|
(667)
|
|
(51.2)%
|
Overall, the revenue declines detailed above for the ProductCenter and Connector technologies are consistent with the fact that those product lines were sold half way through the second quarter of fiscal 2017. The CADRA revenue decline was due to a continued deterioration in activity for that product line due to its age which we anticipate will continue. The decline in third party revenue was due to a large contract with our largest European customer that was ultimately concluded in the current quarter. Service revenue generated from this project slowed over the two most recent quarters as the initial project concluded.
The following table summarizes total revenue by product line for the six month periods ended November 30, 2016 and November 30, 2015 (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
1,063
|
$
|
1,744
|
$
|
(681)
|
|
(39.0)%
|
|
Connector
|
|
98
|
|
116
|
|
(18)
|
|
(15.5)
|
|
CADRA
|
|
280
|
|
236
|
|
44
|
|
18.6
|
|
Other third party products
|
|
125
|
|
189
|
|
(64)
|
|
(33.9)
|
|
Total
|
$
|
1,566
|
$
|
2,285
|
$
|
(719)
|
|
(31.5)%
|
The revenue declines detailed above for the six months ended November 30, 2016 as compared to the same period in the prior fiscal year for the ProductCenter, Connector and other third party products are for the same reasons cited for the quarter to quarter change above. The increase in CADRA revenue was due to a late maintenance renewal received in the first quarter of fiscal 2017 that allowed for the billing of maintenance services that had already been performed.
The product line revenue is further broken down by revenue type hereunder with explanations for changes in the three and six month periods ended November 30, 2016 as compared to the same periods in the prior fiscal year.
Product Revenue
Product revenue for the three and six months ended November 30, 2016 was approximately $31,000 and $93,000, as compared to approximately $354,000 and $408,000 for the same period in the prior fiscal year. The table below details product revenue by product line for the three month periods ended November 30, 2016 and 2015 (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
-
|
$
|
344
|
$
|
(344)
|
|
(100)%
|
|
CADRA
|
|
8
|
|
10
|
|
(2)
|
|
(20.0)
|
|
Third party products
|
|
23
|
|
-
|
|
23
|
|
-
|
|
Total
|
$
|
31
|
$
|
354
|
$
|
(323)
|
|
(91.2)%
|
ProductCenter product revenue for the six weeks of the current fiscal quarter prior to the PLM Sale was zero. In the comparable quarter of the prior fiscal year we received several significant expansion orders from existing ProductCenter customers. We believe product revenue activity may have been negatively impacted by the announcement of the PLM Sale on August 24, 2016 through the transaction date as customers delayed purchase decisions until after the transaction.
27
The table below details product revenue by product line for the six month periods ended November 30, 2016 and 2015 (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
November 30,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
20
|
$
|
378
|
$
|
(358)
|
|
(94.7)%
|
|
CADRA
|
|
51
|
|
21
|
|
30
|
|
142.9
|
|
Third party products
|
|
23
|
|
9
|
|
14
|
|
155.6
|
|
Total
|
$
|
94
|
$
|
408
|
$
|
(314)
|
|
(77.0)%
|
ProductCenter product revenue for the first quarter of the fiscal year was also below the quarterly run rate. When combined with the cessation of new activity from the PLM Sale announcement, the fiscal 2017 activity was well below expectations and recent product revenue trends for that product line. Minor increases in product revenue from the products we continue to offer through SofTech, Srl, namely CADRA and third party products, improved slightly although the amounts were negligible.
Service Revenue
Our service revenue is composed of annual software maintenance and subscription contracts and consulting revenue generated primarily from our ProductCenter technology. The table below summarizes service revenue by product line for the three months ended November 30, 2016 and 2015, (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
400
|
$
|
659
|
$
|
(259)
|
|
(39.3)%
|
|
Connector
|
|
34
|
|
57
|
|
(23)
|
|
(40.4)
|
|
CADRA
|
|
89
|
|
111
|
|
(22)
|
|
(19.8)
|
|
Third party services
|
|
83
|
|
123
|
|
(40)
|
|
(32.5)
|
|
Total
|
$
|
606
|
$
|
950
|
$
|
(344)
|
|
(36.2)%
|
The decline in service revenue detailed above for the PLM Business was the direct result of the completion of the PLM Sale half way through the current quarter. Service revenue is generated from ongoing maintenance and subscription contracts and consulting projects that were not impacted by the announcement of the PLM Sale in the same way product revenue was impacted. Customers continued to renew their maintenance and subscription orders prior to the expiration at renewal rates comparable to recent renewal rates. The revenue declines for ProductCenter and Connector detailed above are simply the result of only earning half of the quarter’s maintenance and subscription revenue under these arrangements for the quarter ended November 30, 2016. Similarly, consulting revenue is earned as consulting services are performed so the current quarter consulting revenue is for six weeks as compared to twelve weeks in the prior year. The CADRA service revenue decline was due to the general deterioration of this aging technology. The third party service revenue decline was due to the completion of a consulting project at our largest European customer.
The table below summarizes service revenue by product line for the six months ended November 30, 2016 and 2015, (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
Product Line
|
|
|
|
|
|
|
|
|
|
ProductCenter
|
$
|
1,042
|
$
|
1,366
|
$
|
(324)
|
|
(23.7 )%
|
|
Connector
|
|
98
|
|
116
|
|
(18)
|
|
(15.5)
|
|
CADRA
|
|
229
|
|
215
|
|
14
|
|
6.5
|
|
Third party services
|
|
103
|
|
180
|
|
(77)
|
|
(42.8)
|
|
Total
|
$
|
1,472
|
$
|
1,877
|
$
|
(405)
|
|
(21.6)%
|
Maintenance and subscription revenue was approximately $405,000 and $1,087,000 for the three and six month periods ended November 30, 2016, as compared to $657,000 and $1,304,000 for the same period in the prior fiscal year. Consulting revenue for the three and six months ended November 30, 2016 was $201,000 and $385,000 as compared to $293,000 and $573,000 for the comparable periods in the prior year. The most significant factor in the three and six month changes in revenue was the PLM Sale at the mid-point of the second quarter of fiscal 2017.
28
Gross Margin
Gross margin as a percentage of revenue was 63.1% and 62.1% for the three and six month periods ended November 30, 2016, respectively, as compared to 66.0% and 62.8% in the same periods in the prior fiscal year. Gross margin on product revenue was 32.3% and 37.6% for the three and six months ended November 30, 2016, respectively, as compared to 95.2% and 88.7% for the same periods in the prior fiscal year. Gross margin on service revenue was 64.7% and 63.4% for the three and six months ended November 30, 2016, respectively, as compared to 55.2% and 57.2% for the same periods in the prior fiscal year.
Product revenue in fiscal 2017 was primarily composed of technologies we distribute on behalf of third party technology providers. Generally we offer these solutions at margins between 30% and 40%. The product revenue in fiscal 2016 was composed primarily of our own technology which carries gross margins of about 95%.
Gross margin on service revenue increased in fiscal 2017 as compared to the prior fiscal year because our consulting revenue in the prior fiscal year included services we subcontracted to domain experts for a significant project. The gross margin on this subcontracted work was about 15% which reduced our overall gross margin on service revenue during the project. That subcontract work diminished in fiscal 2017 relative to the prior fiscal year.
Research and Development Expenses
Research and development expenses were approximately $74,000 and $205,000 for the three and six month periods ended November 30, 2016, respectively, as compared to approximately $137,000 and $291,000 in the comparable periods in the prior fiscal year. During the three and six month period ended November 30, 2016 approximately $133,000 and $217,000 of software development costs related to the development of new products were capitalized. During the three and six month period ended November 30, 2015, approximately $113,000 and $231,000 of software development costs related to the development of new products were capitalized.
The decline in research and development expenses in the three and six month periods ended November 30, 2016 as compared to the same period in the prior fiscal year is due entirely to the PLM Sale at the mid-point of the second quarter of fiscal year 2017.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were approximately $540,000 and $1,136,000 for the three and six month periods ended November 30, 2016, respectively, as compared to approximately $634,000 and $1,233,000 for the comparable periods in the prior fiscal year.
Gain on sale of product line
During the quarter ended November 30, 2016, the Company completed the PLM Sale and recorded a gain of approximately $2.8 million. The gain was composed of the $3.25 million purchase price and the assumption by the buyer of approximately $1.0 million in support services obligations. This was partially offset by the assets sold in the transaction, the non-cash expenses related to goodwill that were written off and transaction related expenses which in the aggregate totaled approximately $1.5 million.
The Company has determined that the two additional contingent payments have a fair value of zero as of November 30, 2016 because the PLM Revenue for those periods cannot be reasonably estimated to exceed the minimum threshold required to earn a contingent payment in either period. If the actual revenue for PLM product lines exceeds the minimal threshold and contingent payments are earned, the Company will record such amounts due when the amounts are known.
Interest Expense
Interest expense for the three and six month periods ended November 30, 2016 was approximately $16,000 and $42,000, respectively, as compared to approximately $28,000 and $41,000, for the comparable periods in the prior fiscal year. The payoff of all outstanding debt upon completion of the PLM Sale accounts for the decline in interest expense for the three month period ended November 30, 2016 as compared to the same period in the prior fiscal year. The Company had increased its borrowing during the first quarter of fiscal 2017 to meet its working capital requirements.
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Net Income (Loss)
The net income for the three and six month periods ended November 30, 2016 was approximately $2,576,000 and $2,393,000 or $3.10 and $2.76 per share, respectively, as compared to net losses of approximately ($22,000) and ($196,000) or ($0.02) and ($.22) per share for the comparable periods in the prior fiscal year. The Company repurchased 150,000 shares that were subject to a put arrangement during the current fiscal quarter which reduced the weighted average shares outstanding.
Liquidity and Capital Resources
During the six month period ended November 30, 2016 the net cash used in operating activities totaled approximately $635,000 as compared to approximately $514,000 in the comparable prior period. Net income for the first six months of the current fiscal year adjusted for non-cash expenditures and the substantial gain from the PLM Sale used approximately $391,000 as compared to approximately $22,000 in the comparable prior period. The net change in current assets and liabilities used $244,000 during the six month period ended November 30, 2016 composed primarily of a reduction in the deferred maintenance liability partially offset by an increase in accounts payable and accrued expenses.
Net cash provided by investing activities for the six months ended November 30, 2016 was approximately $2.7 million composed of cash proceeds from the PLM Sale of $2.9 million partially offset by capitalized software development costs of $217,000. In the same period in the prior fiscal year, investing activities used $253,000 primarily composed on capitalized software development costs.
Net cash used by financing activities for the six months ended November 30, 2016 totaled approximately $1.9 million composed primarily of the repurchase of 150,000 shares under Repurchase Agreement for an aggregate amount of $1,003,000 and the repayment of outstanding debt of $1.25 million in connection with the completion of the PLM Sale. During the six month period ended November 30, 2016 the Company had borrowed $350,000 under the debt facility that was ultimately repaid. During the six month period ended November 30, 2015, financing activities provided cash of $523,000 primarily related to borrowings under debt agreements and the issuance of 10,000 shares in exchange for $50,000.
Capital Resource Activity with Essig
EssigPR Note.
On June 20, 2014, the Company entered into a three (3) year promissory note agreement (the “Note”) with EssigPR, Inc. (“EssigPR”), a Puerto Rico corporation and a related party of the Company, as the lender. The EssigPR Note is a $750,000 term loan maturing on April 1, 2017, that accrues interest at a 9.5% interest rate, paid quarterly in arrears. The principal on the EssigPR Note was to be repaid from the Holdback Payment and Earn-Out Payments in connection with Mentor’s purchase of the CADRA product line from SofTech pursuant to the Asset Purchase Agreement.
On October 1, 2014, the Company entered into an additional short term borrowing arrangement with EssigPR (“Short Term Note”) whereby it was agreed that the Company would retain $300,000 of the Holdback Payment due from Mentor in October 2014 rather than utilize those monies to pay down the above described Note. The interest rate on the Short Term Note is 9.5%, payable quarterly in arrears. The Short Term Note could be repaid at any time without penalty and was due in full on April 10, 2015. EssigPR was awarded 5,000 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on October 1, 2024 if not exercised. The Short Term Note arrangement did not increase the total principal amount of debt owed to EssigPR. Rather, the arrangement had the effect of establishing new payoff terms for that portion of the debt owed to EssigPR under the Note.
On April 2, 2015, the Short Term Note was amended to extend the due date by three months from April 10, 2015 to July 10, 2015. EssigPR was awarded 2,500 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on April 2, 2025 if not exercised.
On July 15, 2015, the Short Term Note was amended again to extend the due date by three months from July 10, 2015 to October 10, 2015. EssigPR was awarded 2,500 fully vested stock options to purchase SofTech common stock at $1.00 per share. The stock options will expire on July 15, 2025 if not exercised.
On August 3, 2015, the Short Term Note was amended again to increase the borrowings from $300,000 to $500,000.
On October 16, 2015, the Short Term Note was amended again to increase the borrowings from $500,000 to $700,000 and to extend the due date from October 10, 2015 to January 10, 2016. On November 30, 2015, the Short Term Note was again amended to increase the borrowings from $700,000 to $754,000.
On January 8, 2016, the Short Term Note was amended to extend the due date to April 10, 2016.
On April 11, 2016, the Short Term Note was amended to extend the due date to July 10, 2016.
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On August 12, 2016, the Short Term Note was amended to increase the borrowings by $250,000, to extend the due date to October 10, 2016 and to increase the collateral to include the PLM product lines.
On August 30, 2016, the Short Term Note was amended to increase the borrowings by $100,000.
The above described debt facility was fully repaid upon completion of the PLM Sale on October 14, 2016.
EssigPR is owned by Joseph P. Daly, an affiliate of the Company whose beneficial ownership was approximately 19.4% of the Company’s outstanding common stock as of August 24, 2016. EssigPR is an affiliate of SofTech Group Incorporated, the purchaser of our PLM Business, and each is owned by Joseph P. Daly, a related party of the Company.
BlueVine Capital, Inc.
In September 2015, the Company obtained a credit line of up to $80,000 from BlueVine Capital, Inc. (“BlueVine”). This facility allows for short term advances of up to 85% of the face value of customer invoices that meet certain parameters specified and approved by BlueVine. This facility has not been utilized since December 2015.
Capital Requirements for Business
As detailed above, under the caption “Overview – Developing HomeView™ Technology”, the Company has made a significant investment since fiscal year 2015 in the development of a new technology addressing the residential property market. We launched the solution in January 2016 and made it available for downloads on iTunes. The Company expects that additional capital will be required to fund this launch effectively.
As detailed in the proxy materials sent to the SofTech shareholders, the signing of the Asset Purchase Agreement with Essig on August 24, 2016 to sell the ProductCenter and Connector technologies provided the Company with necessary capital to both meet the Company’s near term working capital needs, to continue to develop the HomeView technology and to pursue the market opportunity. The Company will need to raise additional capital within the next twelve months to continue this effort.
The Company is currently seeking additional capital to increase both development and sales and marketing resources for the HomeView technology. The development resources will allow for more rapid introduction of planned features. The sales and marketing resources will be focused on the further development of distribution channels in market areas where we believe the HomeView technology is a natural strategic fit.
Capital Requirements for Redeemable Common Stock
Following the closing of the sale of the PLM Business, certain shareholders of the Company have a contractual right to require the Company to repurchase from them up to an aggregate of 70,000 shares of common stock, at an aggregate repurchase price of $490,000, or $7.00 per share, upon the exercise by such shareholders of such put right. Mr. Robert Anthonyson, an executive officer and director of the Company, holds 30,000 of those shares. Such put rights will be exercisable in the second quarter of fiscal years 2017 (with respect to 60,000 of such shares) and 2018 (with respect to 10,000 of such shares). During the three month period ended November 30, 2016, 40,000 of those shares were repurchased in exchange for $280,000 including 20,000 shares owned by Mr. Anthonyson. The Company expects the remaining 30,000 shares to be repurchased within one year.
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 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.
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As of the end of the period covered by this report (November 30, 2016), 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 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 this report, our Annual Report on Form 10-K 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 be 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.
Risks Related to SofTech Following the Sale of the PLM Business
Over the last two fiscal years, the PLM Business we sold to Essig has been responsible for the majority of our revenue and has reduced our losses incurred in the development of HomeView and the operations of SofTech Srl.
The PLM Business was responsible for a majority of our consolidated revenue in fiscal 2016 and 2017. This has been the case since we sold the CADRA Business in October 2013. We retained SofTech Srl, our subsidiary in Italy that is a value added reseller of CAD and PLM technologies and services. However, that entity has incurred operating losses for three consecutive fiscal years. HomeView, our newly released data management solution for the residential property market, is a pre-revenue technology. HomeView and other new product ideas that the management team has interest in pursuing as described in the patent filings over the last few years are speculative in that the products are still in development and the management team may not have the depth of experience required to be successful in those new markets. If we are unable to generate revenue from our remaining businesses or from other sources following the closing of the sale of the PLM Business (the “Asset Sale”), our financial condition will be materially adversely affected and ultimately we may be unable to maintain our operations. The Company is currently seeking additional capital, however, there can be no assurance that such funds will be available.
We have discretion in the use of the net proceeds from the Asset Sale and may not use them effectively.
The cash purchase price for the PLM Business was paid directly to the Company. Our management will have discretion in the application of the net proceeds from the Asset Sale and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock to decline. Pending their use, we may invest the net proceeds in a manner that does not produce income or that loses value. We currently intend to utilize the net proceeds from the sale of the PLM Business to launch the HomeView product and for other working capital purposes. The Company’s Board of Directors will also continue to evaluate other activities aimed at enhancing shareholder value, including potentially share buybacks, dividends, merger, acquisitions and/or other targeted investments. The Company is currently seeking additional capital, however, there can be no assurance that such funds will be available.
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We will continue to incur the expenses of complying with public company reporting requirements following the closing of the Asset Sale.
After the Asset Sale, we will continue to be required to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even though compliance with such reporting requirements is economically burdensome and will represent an even greater percentage of our expenses post-closing as we will be a significantly smaller company following the sale of the PLM Business. We intend to evaluate the merits of remaining a public company after evaluating the market’s reaction to the transaction, the opportunities for HomeView, potential partnerships, merger and/or acquisition opportunities and other pertinent factors.
Our HomeView business is somewhat dependent on certain employees who we expect will be hired by Essig in connection with the Asset Sale.
Certain employees of our PLM Business who were hired by Essig in connection with the Asset Sale
have provided their expertise to the development and launch of HomeView. Essig has agreed to make those employees available to us on a part-time basis for a 12-month transition period following the closing of the Asset Sale at agreed-upon rates. These functions provided by these employees include quality assurance testing of the code, customer support and marketing.
There can be no assurance that this arrangement will be satisfactory in that it is possible that employees’ loyalty gets directed primarily or exclusively to their employer or those employees either do not accept employment with Essig or leave the employ of Essig following the closing of the Asset Sale.
Risks Related to the Asset Purchase Agreement
The Buyer is not assuming any of the excluded liabilities under the Asset Purchase Agreement.
Under the Asset Purchase Agreement, Buyer is not assuming all of the liabilities associated with the PLM Business. Certain liabilities will remain with SofTech post-closing. For example, Buyer is only assuming customer support obligations and obligations for performance under the certain assigned contracts that arise after the closing, and is not assuming liability for any obligation or breach by SofTech occurring or arising prior to the closing. While the Company believes that it has adequately accrued for these liabilities or is adequately insured against certain of the risks associated with such excluded liabilities, there can be no assurances that additional expenditures will not be incurred in resolving these liabilities.
The Asset Purchase Agreement may expose us to contingent liabilities.
We have agreed to indemnify the Buyer for certain breaches of representations, warranties or covenants made by us in the Asset Purchase Agreement. Significant indemnification claims by the Buyer could materially and adversely affect our business, financial condition and results of operations.
Under the Asset Purchase Agreement, we may potentially earn up to two contingent payments, but there can be no guarantee we will earn such payments.
Under the Asset Purchase Agreement, the Company will earn two additional contingent payments if the revenue of the PLM Business in the first 12-month period following the closing of the Asset Sale equals at least $3.2 million and if the revenue in the second 12-month period following the closing of the Asset Sale equals at least $3.75 million. In each period the additional payment would equal $75,000 plus 12.5% of the amount in excess of the minimum revenue threshold for each period plus $75,000. For example, if the revenue of the PLM Business for the first 12-month period is $3.5 million, the contingent payment due would be $103,125 calculated as $75,000 plus 12.5% times $3.5 million less $3.275 million. There can be no assurance that the revenue generated by the PLM Business will at least equal the minimum revenue threshold in each period or that we would earn any of the contingent payments.
Risks Related to Our Business
We will need additional capital to continue to develop and launch our HomeView™ technology and product.
We will require additional capital to support the ongoing development and launch of our HomeView technology and product. There can be no assurance that the capital needed will be available or if the terms will be reasonable. If the Company is unable to raise the necessary capital, its plans for maximizing the return on the capital invested in the new product and for establishing a new revenue source may be materially negatively impacted.
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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, 2016, we had approximately $22 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. We previously maintained a tax benefits preservation plan with respect to our NOLs, which expired in February 2015.
We are dependent on key personnel whose loss could impair our operations, our product development or our sales efforts.
We are a small company especially for one that is publicly held. 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. 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.
We may be sued for infringing on the intellectual property rights of others.
Third parties may assert that we are employing their proprietary technology without authorization. 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 fiscal years ended May 31, 2016 and 2015, North America accounted for approximately 79% and 81%, Europe for approximately 22% and 19% and Asia for approximately zero percent of our revenue. 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.
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. This assessment includes 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.
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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 increase our costs and expenses.
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 fluctuating 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 and 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.
Since the Recapitalization Transaction, the closing stock price has fluctuated significantly. 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.
Our common stock may be considered “penny stock”, further reducing its liquidity.
Our common stock may be considered “penny stock”, which will further reduce the liquidity of our common stock. Trading in penny stocks is limited because broker-dealers are required to provide their customers with disclosure documents prior to allowing them to participate in transactions involving the common stock. These disclosure requirements are burdensome to broker-dealers and may discourage them from allowing their customers to participate in transactions involving our common stock, thereby further reducing the liquidity of our common stock.
Penny stocks are equity securities with a market price below $5.00 per share other than a security (i) that is registered on a national exchange or included for quotation on the NASDAQ system, (ii) whose issuer has net tangible assets of more than $2,000,000 if it has been in continuous operation for greater than three years, or net tangible assets of more than $5,000,000 if it has been in continuous operation for less than three years or (iii) whose issuer has average revenue of at least $6,000,000 for the last three fiscal years.
Rules promulgated by the Securities and Exchange Commission under Section 15(g) of the Exchange Act require broker-dealers engaging in transactions in penny stocks, to first provide to their customers a series of disclosures and documents including:
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a standardized risk disclosure document identifying the risks inherent in investment in penny stocks;
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all compensation received by the broker-dealer in connection with the transaction;
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current quotation prices and other relevant market data; and
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a monthly account statement reflecting the fair market value of the securities.
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These rules also require that a broker-dealer obtain financial and other information from a customer, determine that transactions in penny stocks are suitable for such customer and deliver a written statement to such customer setting forth the basis for this determination.
A small number of shareholders own a large number of shares thereby potentially exerting significant influence over us.
As of November 30, 2016, the three members of our board of directors beneficially owned approximately 32.4% of our outstanding shares and two other shareholders together beneficially own approximately 22.5% of outstanding shares. 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 OTC Bulletin Board. 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. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment.
We are a “smaller reporting company” and the reduced disclosure requirements applicable to us may make our common stock less attractive to investors.
We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. Smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. We have taken advantage of some of these reduced disclosure obligations, and thus the information we provide shareholders may be different from what you might receive from other public companies in which you hold shares.
Item 6. Exhibits
See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SOFTECH, INC.
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Date: January 17, 2017
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/s/ Joseph P. Mullaney
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Joseph P. Mullaney
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President, Chief Executive Officer and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of Document
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2.1
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Asset Purchase Agreement, dated as of August 30, 2013, between Mentor Graphics Corporation and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed on September 6, 2013).
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2.2
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Earn-Out Agreement, dated August 30, 2013, between Mentor Graphics Corporation and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K, filed on September 6, 2013).
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2.3
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Asset Purchase Agreement, dated August 24, 2016, between Softech Group Incorporated and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed on August 29, 2016).
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3.1
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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).
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3.1.1
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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 filed on Form S-1 on June 9, 2011).
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3.1.2
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Articles of Amendment to Articles of Organization, effective June 7, 2011 (incorporated by reference to Exhibit 3.1.1 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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3.2
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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).
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4.1
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Rights Agreement, dated as of February 3, 2012 between the Company and Registrar and Transfer Company, as Rights Agent, together with the following Exhibits thereto; Exhibit A –Form of Right Certificate; Exhibit B- Summary of Rights (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2012).
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10.1
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Securities Purchase Agreement by and among the Company and the Purchasers named therein dated March 8, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.2
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Registration Rights Agreement by and among the Company and the Purchasers named therein dated March 8, 2011 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.3
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SofTech, Inc. 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.4
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Form of Notice of Grant of Incentive Stock Option and Option Agreement under 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.5
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Form of Notice of Grant of Nonqualified Stock Option and Option Agreement under 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.6
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Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.7
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Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under 2011 Equity Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.8
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Form of Notice of Grant of Nonqualified Stock Option and Option Agreement under 2011 Equity Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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10.9
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Loan Pledge and Security Agreement by and between SofTech Inc. and Prides Crossing Capital dated May 10, 2013 (incorporated by reference to Exhibit 10.27 to the Company’s 8-K filed on July 12, 2013).
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10.9.1
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Amendment to Loan Pledge and Security Agreement by and between SofTech Inc. and Prides Crossing Capital dated July 9, 2013 (incorporated by reference to Exhibit 10.27.1 to the Company’s 8-K filed on July 12, 2013).
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10.9.2
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Amended and Restated Loan, Pledge and Security Agreement, dated December 5, 2013, by and among Prides Crossing Capital Funding, L.P. and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2013 filed on January 14, 2014).
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10.10
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Consent to the Sale of Assets and Amendment to Loan, Pledge and Security Agreement, dated October 17, 2013, between Prides Crossing Capital, L.P., Prides Crossing Capital-A, L.P., Joseph P. Mullaney and the Company. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2013 filed on January 14, 2014).
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10.11
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Amendment No.3 to Loan, Pledge and Security Agreement by and between Prides Crossing Capital Funding L.P. and SofTech, Inc. dated August 8, 2014 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q filed on January 14, 2015).
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38
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10.12
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Amendment No.4 to Loan, Pledge and Security Agreement by and between Prides Crossing Capital Funding L.P. and SofTech, Inc. dated October 29, 2014 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q filed on January 14, 2015).
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10.13
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Securities Purchase Agreement by and between Joseph Daly and SofTech, Inc. dated June 20, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 26, 2014).
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10.14
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Promissory Note by and between EssigPR, Inc. and SofTech, Inc. dated June 20, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 26, 2014).
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10.15
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Partnership Agreement by and between Essig Research, Inc. and SofTech, Inc. dated June 20, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 26, 2014).
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10.16
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Stock Purchase Agreement by and between Greenleaf Capital and SofTech, Inc. dated July 24, 2014 (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K filed on October 7, 2014).
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10.17
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Short Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated October 1, 2014 (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K filed on October 7, 2014).
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10.18
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Amendment Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated April 2, 2015 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q filed on April 14, 2015).
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10.19
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Amendment No. 2 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated July 15, 2015 (incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K filed on July 21, 2015).
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10.20
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Amendment No. 3 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated October 16, 2015 (incorporated by reference to Exhibit 10.20 to the Company’s Form 8-K filed on October 16, 2015).
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10.21
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Amendment No. 4 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated November 30, 2015, (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q filed on January 14, 2016).
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10.22
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Amendment No. 5 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated January 8, 2016, (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q filed on January 14, 2016).
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10.23
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Amendment No. 6 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated April 11, 2016, (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q filed on April 14, 2016).
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10.24
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Amendment No. 7 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated August 12, 2016 (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K filed on August 29, 2016).
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10.25
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Amendment No. 8 Term Loan Agreement by and between SofTech, Inc. and EssigPR, Inc. dated August 30, 2016, 2016, filed herewith.
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10.26
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Form of Securities Purchase Agreement by and between SofTech, Inc. and certain purchasers, dated September 18, 2014, September 22, 2014 and October 9, 2014 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q filed on January 14, 2015).
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10.27
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Form of Securities Purchase Agreement by and between SofTech, Inc. and Robert Anthonyson, dated September 21, 2015 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q filed on October 15, 2015).
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21.1
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Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement filed on Form S-1 on June 9, 2011).
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31.1
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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32.1
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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39