VSNTD Versant (MM)

Company Reports Quarter Over Quarter Revenue Growth and Progress in Its Restructuring FREMONT, Calif., Sept. 12 /PRNewswire-FirstCall/ -- Versant Corporation (NASDAQ:VSNTD), an industry leader in specialized data management and data persistence software, today announced its results for the quarter ended July 31, 2005. The recent decline in Versant's stock price and revised revenue projections led Versant to undertake a valuation with regard to the company's existing goodwill and intangible assets. The Company's valuation resulted in a non-cash charge of $12.9 million related to the impairment of goodwill and intangible assets for the third quarter ended July 31, 2005. For the quarter ended July 31, 2005, Versant reported revenues of $4.5 million compared to revenues of $4.3 million for the quarter ended April 30, 2005, primarily due to an increase in license revenues in the third quarter ended July 31, 2005. Net loss for the quarter ended July 31, 2005 was $14.4 million. Net loss for the third quarter ended April 30, 2005 after excluding charges of $12.9 million for impairment of goodwill and intangible assets and $621,000 for restructuring charges would have been $818,000. The net loss for the quarter ended April 30, 2005 was $1.1 million, or $1.2 million after excluding the recovery of $122,000 of restructuring charges. As a result of the impairment of intangible assets, the quarterly amortization expense will be reduced from a historical rate of $197,000 to $79,000 in the fourth quarter of fiscal 2005 through fiscal 2008, with further reductions for the years thereafter. "I am pleased that we were able to slightly grow our revenues over the previous quarter despite our major restructuring efforts," said Jochen Witte, chief executive officer of Versant. "Our net loss excluding restructuring and impairment charges has been reduced from approximately $1.2 million in the second quarter ended April 30, 2005 to approximately $818,000 in the third quarter ended July 31, 2005 due to slightly higher third quarter revenues and our cost cutting measures to align our expenses with our revenue projections." Operating Results Outlook The following statements are projections and forward-looking statements that are based on management's estimates as of September 12, 2005 and are subject to risks and uncertainties. "We have made excellent progress in our restructuring and have entered the fourth quarter as a much more streamlined and efficient organization," said Jochen Witte, chief executive officer of Versant. "I am optimistic that we can achieve our break-even target in the fourth quarter ending October 31, 2005 and our goal of achieving profitability in the first quarter of fiscal 2006." About Versant Corporation Versant Corporation is an industry leader in specialized data management software. Using Versant's solutions, customers cut hardware costs, speed and simplify development, significantly reduce administration costs, and deliver products with a strong competitive edge. Versant's solutions are deployed in a wide array of industries including telecommunications, financial services, transportation, manufacturing, and defense. With over 50,000 installations, Versant has been a highly reliable partner for over fifteen years for Global 2000 companies such as British Airways, US Government, Financial Times, IBM, and MCI. For more information, call 510-789-1500 or visit http://www.versant.com/. About Non-GAAP Financial Measures This press release includes non-GAAP financial measures, including (i) net loss (excluding charges for impairment of goodwill and intangible assets and restructuring charges) for the quarter ended July 31, 2005 and (ii) net loss (excluding the recovery of restructuring charges) for the quarter ended April 30, 2005. These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles ("GAAP"). Versant's management believes that these non-GAAP financial measures provide meaningful supplemental information regarding Versant's operating results because they exclude amounts that are not necessarily related to Versant's core operating results or cash flows. These non-GAAP financial measures also facilitate management's internal comparisons to Versant's historic operating results. Specifically, because Versant's financial results for its second quarter ended April 30, 2005 do not include charges comparable to the significant impairment and restructuring incurred in the third quarter of 2005 management believes that discussion of the net loss excluding impairment and restructuring charges in the third quarter of 2005 provides better comparability of the Company's near-term results. The accompanying financial statements include the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures. Forward-Looking Statements Involve Risks and Uncertainties This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements include the statements regarding projected quarterly amortization expense from the fourth quarter of fiscal 2005 and in periods thereafter and the statements under "Operating Results Outlook," including statements regarding current expectations for our operating results in the fourth quarter ending October 31,l 2005 and the first quarter of fiscal 2006. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or of corporate transactions and these forward-looking statements involve significant risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, without limitation; the inability to achieve revenue expectations as a result of delays in the sales cycle for our products and services, changing markets demands, the performance of our resellers and the impact of our recent restructuring on our organization, the impact of the recent hurricane disaster in the Gulf Coast on economic conditions; the possibility that existing value added resellers may not remain committed to our software or that their sales activity may not keep pace with their historical results; that future sales levels will not meet expectations or may be delayed; the potential for disruption of Versant's business and delays in customer commitments as a result of the announced restructuring plan and related management and other changes; the impact of potential sales losses to customers not within our core database management business; the uncertainty as to the impact and duration of the current market reductions in corporate IT spending; the possibility that additional restructuring actions may be required; and the company's ability to successfully manage its costs and operations and maintain its working capital. The forward-looking statements contained in this press release are made only as of the date of this press release, and the Company assumes no obligation to publicly update any forward- looking statement. Investors are cautioned not to place undue reliance on forward-looking statements. Additional information concerning factors that could cause results to differ can be found in the Company's filings with the Securities and Exchange Commission, including without limitation the Company's most recent Annual Report on Form 10-K for the year ending October 31, 2004, as amended, and its Quarterly Reports on Form 10-QSB for the quarters ending January 31, 2005 and April 30, 2005, as amended, and its reports on Form 8-K. Conference Call Information Versant will host a teleconference today to discuss the above after markets close. The details for the call are as follows: Date: Monday September 12, 2005 Time: 1:30 p.m. Pacific (4:30 p.m. Eastern) Dial-in number: 1-800-247-9979 International: 1-973-935-2401 Internet Simulcast*: http://viavid.net/dce.aspx?sid=000028E6 *Windows Media Player needed for simulcast. Simulcast is voice only. Dial in 5-10 minutes prior to the start time. An operator will request your name and organization and ask you to wait until the call begins. If you have any difficulty connecting, please call the Liolios Group at 949-574-3860. A replay of the conference call will be available until September 19, 2005** Replay number: 1-877-519-4471 International Replay number: 1-973-341-3080 Replay Pass Code: 6459895 ** Enter the playback pass code to access the replay VERSANT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) July 31, October 31, 2005 2004 -------- ------------ ASSETS Current assets: Cash and cash equivalents $3,629 $3,313 Restricted cash -- 320 Trade accounts receivable, net 2,366 5,121 Other current assets 852 823 -------- ------------ Total current assets 6,847 9,577 Property and equipment, net 466 742 Goodwill 6,720 16,895 Intangible assets, net 1,591 4,770 Other assets 297 561 -------- ------------ Total assets $15,921 $32,545 ======== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $561 $839 Accrued liabilities 2,588 4,307 Deferred revenue 2,925 3,027 Deferred rent 118 93 -------- ------------ Total current liability 6,192 8,266 Long term restructuring accrual 616 1,120 Deferred revenue 30 43 Deferred rent 138 237 Variable interest liabilities 439 -- -------- ------------ Total liabilities 7,415 9,666 -------- ------------ Stockholders' equity: Common stock, no par value 94,760 94,021 Deferred stock-based compensation (70) (146) Accumulated other comprehensive income 445 569 Accumulated deficit (86,629) (71,565) -------- ------------ Total stockholders' equity 8,506 22,879 -------- ------------ Total liabilities and stockholders' equity $15,921 $32,545 ======== ============ VERSANT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except for per share amount) (unaudited) Three Months Ended Nine Months Ended ---------------------------- ------------------ July 31, April 30, July 31, July 31, July 31, 2005 2005 2004 2005 2004 --------- -------- -------- -------- --------- Revenues: License $1,706 $1,575 $1,993 $6,772 $6,763 Maintenance 1,511 1,543 1,809 4,645 5,057 Professional services 1,240 1,228 1,451 3,997 4,826 --------- -------- -------- -------- --------- Total revenues 4,457 4,346 5,253 15,414 16,646 Cost of revenues: License 53 55 160 164 405 Amortization of intangible assets 197 200 301 592 474 Maintenance 327 360 493 1,101 1,209 Professional services 1,177 1,172 1,498 3,858 4,380 --------- -------- -------- -------- --------- Total cost of revenues 1,754 1,787 2,452 5,715 6,468 Gross profit 2,703 2,559 2,801 9,699 10,178 --------- -------- -------- -------- --------- Operating expenses: Sales and marketing 1,469 1,633 2,036 4,825 6,040 Research and development 1,004 955 1,583 3,050 3,767 General and administrative 1,006 1,252 1,119 3,571 3,239 Impairment of goodwill 10,300 -- 707 10,300 707 Impairment of intangibles 2,613 -- 317 2,613 317 Restructuring 621 (122) 212 500 212 --------- -------- -------- -------- --------- Total operating expenses 17,013 3,718 5,974 24,859 14,282 Loss from operations (14,310) (1,159) (3,173) (15,160) (4,104) Other income (loss), net (41) 122 102 163 243 --------- -------- -------- -------- --------- Loss from continuing operations before taxes and deemed dividend (14,351) (1,037) (3,071) (14,997) (3,861) Provision for income taxes 1 22 22 69 68 --------- -------- -------- -------- --------- Net loss from continuing operations before deemed dividend (14,352) (1,059) (3,093) (15,066) (3,929) Deemed dividend to preferred shareholders -- -- -- -- (2,422) Cumulative effect of accounting changes -- -- 35 -- 35 --------- -------- -------- -------- --------- Net loss from continuing operations attributable to common shareholders (14,352) (1,059) (3,058) (15,066) (6,316) Loss from discontinued operations, net of income tax -- -- (752) -- (1,660) --------- -------- -------- -------- --------- Net loss $(14,352) $(1,059) $(3,810) $(15,066) $(7,976) ========= ======== ======== ======== ========= Reconciliation of GAAP net loss to Net loss excluding impairment and restructuring charges: Net loss $(14,352) $(1,059) Impairment of goodwill and intangibles 12,913 -- Restructuring 621 (122) --------- -------- Net loss excluding impairment and restructuring charges $(818) $(1,181) ========= ======== Net loss per share: Basic & diluted $(0.40) $(0.03) $(0.11) $(0.43) $(0.27) Shares used in per share calculation: Basic & diluted 35,529 35,138 34,577 35,147 29,400 Non-cash stock-based compensation included in the above expenses: Cost of revenues $6 $6 $19 $18 $24 Sales and marketing 4 7 16 12 21 Research and development 11 5 28 33 36 General and administrative 4 6 13 13 18 --------- -------- -------- -------- --------- Total $25 $24 $76 $75 $99 ========= ======== ======== ======== ========= DATASOURCE: Versant Corporation CONTACT: Jochen Witte, Chief Executive Officer and Chief Financial Officer of Versant Corporation, 1-800-VERSANT, or +1-510-789-1500; or Scott Liolios of Liolios Group, Inc., +1-949-574-3860, or Web site: http://www.versant.com/

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