UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November
5, 2015
Sajan, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
000-51560 |
41-1881957 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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625 Whitetail Blvd., River Falls, Wisconsin |
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54022 |
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(Address of principal executive offices) |
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(Zip Code) |
(715) 426-9505
(Registrant’s telephone number, including
area code)
(Former name
and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On November 5, 2015, Sajan, Inc. (“the Company”)
issued a press release in which it reported the Company’s financial results for the third quarter ended September 30, 2015.
The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit No. |
Description |
|
|
99.1 |
Press Release issued on November 5, 2015 regarding the Company’s financial results for the third quarter ended September 30, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SAJAN, INC. |
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By: |
/s/ Thomas P. Skiba |
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Thomas P. Skiba, Chief Financial Officer |
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Date: November 5, 2015 |
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SAJAN, INC.
FORM 8-K CURRENT REPORT
INDEX TO EXHIBITS
Exhibit No. |
Description |
|
|
99.1 |
Press Release issued on November 5, 2015 regarding the Company’s financial results for the third quarter ended September 30, 2015. |
Exhibit 99.1
PRESS RELEASE
November 5, 2015
![](http://www.sec.gov/Archives/edgar/data/1118037/000114420415062916/image_001.jpg)
|
For Immediate Release
Contact:
Tom Skiba
Chief Financial Officer
email: tskiba@sajan.com
phone: 715-426-9505
|
Sajan, Inc.
Announces Financial Results for
Third Quarter
and First Nine Months of 2015
RIVER FALLS, Wis. – November 5, 2015: Sajan,
Inc. (NASDAQ: SAJA), a leading provider of global language services and translation management system technology, today reported
its financial results for the third quarter and nine months ended September 30, 2015.
Revenues were $7,333,000 for the quarter ended
September 30, 2015, compared to $7,340,000 for the quarter ended September 30, 2014. Sajan’s reported net loss was $127,000
for the quarter ended September 30, 2015, compared to net income of $101,000 for the quarter ended September 30, 2014. Adjusted
EBITDA was $212,000 for the quarter ended September 30, 2015, compared to $449,000 for the quarter ended September 30, 2014. See
the section entitled “Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA to net income (loss).
Revenues for the nine months ended September
30, 2015, were $22,192,000 compared to $20,734,000 in the same period of 2014, an increase of 7 percent. Net loss for the first
nine months of 2015 was $121,000 compared to a net loss of $115,000 in the same period in 2014. Adjusted EBITDA was $873,000 in
the first nine months of 2015 compared to $919,000 in the same period of 2014.
Shannon Zimmerman, CEO of Sajan, commented on the company’s
third quarter results:
“Our third quarter revenue reflects increases from three
of our top four domestic clients, increases from our Global Life Sciences Services Practice, and revenue from new 2015 clients.
These increases were offset by a decline in international revenue due to reduced spending at IBM, and lower revenue due to timing
of anticipated translation projects from several of our larger domestic clients. Our results also reflect continued investments
in our operational staff and processes as well as new sales and marketing initiatives we have undertaken. I believe these key actions
will drive future revenue and earnings growth.”
Mr. Zimmerman continued: “Although the delayed spending
by some of our larger clients was disappointing, our relationships with these and all of our clients are strong. I am pleased with
our overall progress and specifically our execution on the following key initiatives:
| • | The attainment of three new customers who have adopted SiteSync, our
website translation solution; |
| • | Our new relationship as sole provider of language translation services
to Corporate United, the largest indirect group purchasing organization in the United States; |
| • | Our selection as a commercial partner of language translation services
for Africa for Growth, an initiative to help small to medium-sized businesses in the United Kingdom expand their presence in Africa;
and |
| • | Continued improvements to Transplicity, our translation management
system and resulting operational efficiencies.” |
Non-GAAP Financial Measures – Adjusted
EBITDA
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
EBITDA | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net income (loss) | |
$ | (127 | ) | |
$ | 101 | | |
$ | (121 | ) | |
$ | (115 | ) |
Interest expense | |
| 11 | | |
| 20 | | |
| 47 | | |
| 64 | |
Income taxes | |
| 3 | | |
| 5 | | |
| 12 | | |
| 39 | |
Depreciation and amortization | |
| 250 | | |
| 247 | | |
| 712 | | |
| 726 | |
Stock-based compensation | |
| 75 | | |
| 76 | | |
| 223 | | |
| 205 | |
Adjusted EBITDA | |
$ | 212 | | |
$ | 449 | | |
$ | 873 | | |
$ | 919 | |
We calculate Adjusted EBITDA by taking net income (loss) calculated
in accordance with GAAP, and adding interest expense, income taxes, depreciation and amortization, and stock-based compensation.
We believe that this non-GAAP measure of financial results provides useful information to management and investors regarding certain
financial and business trends relating to our financial condition and results of operations. Our management uses this non-GAAP
measure to compare our performance to that of prior periods for trend analyses and for budgeting and planning purposes. This measure
is also used in financial reports prepared for management and our board of directors. We believe that the use of this non-GAAP
financial measure provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing
our financial measures with other companies, many of which present similar non-GAAP financial measures to investors.
Our management does not consider this non-GAAP measure in isolation
or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of this non-GAAP financial
measure is that it excludes significant expenses and income that are required by GAAP to be recorded in our consolidated financial
statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which
expenses and income are excluded or included in determining this non-GAAP financial measure. In order to compensate for these limitations,
management presents this non-GAAP financial measure in connection with GAAP results. We urge investors to review the reconciliation
of our non-GAAP financial measures to the comparable GAAP financial measures and not to rely on any single financial measure to
evaluate our business.
Conference Call Details
Sajan's investors will have the opportunity to listen to management's
discussion of its business operations, financial results and growth strategies on a conference call at 10:30 a.m. (Central time)
on November 5, 2015. Sajan invites all those interested to join the call by dialing (888) 469-1336 and entering access code 7540313.
For those who cannot listen to the live broadcast, a replay will be available shortly after the call and until 11:59 p.m.
CT on November 12, 2015, by dialing (888) 566-0647.
About Sajan
Sajan is a leading provider of global language translation and
localization services, helping clients around the world expand seamlessly into any global market. The foundation of Sajan’s
solution is its industry-leading language translation management system technology, Sajan Transplicity, which provides process
automation and innovative multilingual content reuse to ensure schedule predictability, higher quality and cost efficiencies for
its clients. By working closely with its clients, Sajan’s experienced team of localization professionals develops tailored
solutions that lend flexibility to any large or small business that truly desires to “think globally but act locally.”
Based in the United States, Sajan also has offices in Ireland, Spain and Singapore. Visit Sajan online at www.sajan.com.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking
statements. Sajan’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q and other filings with the Securities
and Exchange Commission, its press releases and oral statements made with the approval of an authorized executive officer, contain
forward-looking statements that reflect Sajan’s current views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated. The words “aim,” “believe,” “expect,” “anticipate,”
“intend,” “estimate” and other expressions that indicate future events and trends identify forward-looking
statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a
variety of factors, including, but not limited to those set forth in Sajan’s Annual Report on Form 10-K for the year
ended December 31, 2014 filed with the Securities and Exchange Commission on March 23, 2015 under the heading “Item
1A. Risk Factors.” Sajan does not undertake any obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
Sajan, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Amounts in thousands except per share
data
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Revenues | |
$ | 7,333 | | |
$ | 7,340 | | |
$ | 22,192 | | |
$ | 20,734 | |
Operating Costs: | |
| | | |
| | | |
| | | |
| | |
Cost of revenues (exclusive of depreciation and amortization) | |
| 4,706 | | |
| 4,354 | | |
| 13,598 | | |
| 12,624 | |
Sales and marketing | |
| 974 | | |
| 884 | | |
| 2,780 | | |
| 2,521 | |
Research and development | |
| 354 | | |
| 382 | | |
| 1,262 | | |
| 1,214 | |
General and administrative | |
| 1,163 | | |
| 1,348 | | |
| 3,897 | | |
| 3,659 | |
Depreciation and amortization | |
| 250 | | |
| 247 | | |
| 712 | | |
| 726 | |
Income (loss) from Operations | |
| (114 | ) | |
| 125 | | |
| (57 | ) | |
| (10 | ) |
Other expense, net | |
| 10 | | |
| 19 | | |
| 52 | | |
| 66 | |
Income (loss) before income taxes | |
| (124 | ) | |
| 106 | | |
| (109 | ) | |
| (76 | ) |
Income tax expense | |
| 3 | | |
| 5 | | |
| 12 | | |
| 39 | |
Net income (loss) | |
$ | (127 | ) | |
$ | 101 | | |
$ | (121 | ) | |
$ | (115 | ) |
Income (loss) per common share – basic | |
$ | (0.03 | ) | |
$ | 0.02 | | |
$ | (0.03 | ) | |
$ | (0.03 | ) |
Income (loss) per common share – diluted | |
$ | (0.03 | ) | |
$ | 0.02 | | |
$ | (0.03 | ) | |
$ | (0.03 | ) |
Weighted average shares outstanding – basic | |
| 4,781 | | |
| 4,216 | | |
| 4,780 | | |
| 4,117 | |
Weighted average shares outstanding – diluted | |
| 4,781 | | |
| 4,297 | | |
| 4,780 | | |
| 4,117 | |
Sajan, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
Amounts in thousands
| |
| | |
| |
| |
September 30, 2015 | | |
December 31, 2014 | |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 3,278 | | |
$ | 4,662 | |
Accounts receivable, net of allowance | |
| 4,729 | | |
| 3,999 | |
Unbilled services | |
| 1,297 | | |
| 1,024 | |
Other current assets | |
| 675 | | |
| 550 | |
Total current assets | |
| 9,979 | | |
| 10,235 | |
Property and equipment, net | |
| 725 | | |
| 711 | |
Other assets, net | |
| 228 | | |
| 491 | |
Total Assets | |
$ | 10,932 | | |
$ | 11,437 | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payables | |
$ | 3,515 | | |
$ | 3,076 | |
Other current liabilities | |
| 1,791 | | |
| 2,807 | |
Total current liabilities | |
| 5,306 | | |
| 5,883 | |
| |
| | | |
| | |
Stockholders' equity | |
| 5,626 | | |
| 5,554 | |
Total Liabilities and Stockholders' Equity | |
$ | 10,932 | | |
$ | 11,437 | |
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