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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated November 19, 1997
ILOG S.A.
9 rue du Verdun
94253 Gentilly, FRANCE
and
1901 Landings Drive
Mountain View, California 94043
USA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F .
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934
Yes No X .
----- -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82- N.A. .
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ILOG S.A.
FORM 6-K
ILOG S.A. has reported its results for the quarter and year ended
September 30, 1997 in a press release dated as of October 23, 1997. Such press
release is attached as Exhibit A hereto and is incorporated by reference herein.
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EXHIBIT INDEX
Exhibit A Press release, dated as of October 23, 1997, announcing the
quarterly results for ILOG S.A. for the quarter ended September
30, 1997
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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.
ILOG S.A.
By: /s/ Roger Friedberger
-----------------------------------
Roger Friedberger
Chief Financial Officer
Date: November 19, 1997
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EXHIBIT A
ILOG REPORTS RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 1997
PARIS--Oct. 23, 1997--ILOG S.A, a leading provider of advanced software
components, today reported revenues of $8.4 million for the quarter ended
September 30, 1997, an increase of 50% compared to $5.6 million in the September
1996 quarter reflecting higher revenues from licenses and services, which grew
by 47% and 55% respectively over the same quarter in the preceding year.
The loss from operations, before the write-off of acquired intangibles of $28.4
million, related to the CPLEX acquisition, was $1.6 million in the September
1997 quarter, compared to $2.6 million in the September 1996 quarter. Loss per
share, before the write-off of acquired intangibles, for the September 1997
quarter was $0.14 on 11.6 million shares, compared to $0.36 on 6.9 million
shares in the September 1996 quarter. The loss per share in the current quarter
after the write-off of acquired intangibles was $2.58. The write-off of acquired
intangible assets relates to in-process software and other intangible assets
acquired from CPLEX during the quarter.
Revenues in the quarter grew by 50% over the same quarter in the previous year.
"This was an important quarter for ILOG" said Pierre Haren, ILOG's President and
CEO, "and I am very pleased that the CPLEX acquisition process did not affect
the expected growth in our revenues. We reported in the quarter an excellent
year-on-year growth of both product and service revenues, increased our
penetration in the telecommunications market, and increased the market awareness
of the ILOG Optimization Suite."
Overall gross margin for the quarter decreased to 77% from 78% for the same
period in the preceding year due to a small increase in mix of lower-margin
services revenues. Marketing and selling expenses for the quarter increased by
16% over the same period in the prior year reflecting continuing investment in
sales and marketing personnel, particularly in North America and Japan. Research
and development expenses, net of government funding, for the quarter increased
by 14% over the same period in the prior year primarily due to the introduction
of CPLEX product research and development following the CPLEX product
acquisition. General and administrative expenses for the quarter increased by
15% over the same period in the prior year reflecting the on-going incremental
costs associated with the Company having become publicly listed in February
1997.
Net interest income (expense) for the quarter decreased from $132,000 to $28,000
over the same period in the prior year reflecting increased interest expense
arising on the $5.0 million of notes payable issued during the quarter in
connection with the Company's acquisition of the CPLEX business.
Cash at September 30, 1997 decreased to $8.0 million from $26.0 million at June
30, 1997 reflecting $15 million paid on August 20, 1997 in connection with the
CPLEX acquisition and recent operating losses. Intangible assets at September
30, 1997 of $3.2 million represent developed software and other intangible
assets acquired from CPLEX Optimization, Inc., the majority of which will be
written-off over the next six months.
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Long-term debt during the quarter increased by $5.1 million to $ 6.2 million at
September 30, 1997 reflecting the five-year notes payable issued in connection
with the acquisition of the CPLEX business. At September 30, 1997 shareholders'
paid-in capital increased to $48.9 million, from $38.4 million at June 30, 1997
reflecting the issuance of shares in connection with the Company's acquisition
of the CPLEX business and the exercise of stock options; shareholders' equity
decreased to $6.3 million, from $27.0 million at June 30, 1997 reflecting the
net loss for the quarter, the increase in paid-in capital and a $1.3 million
decrease in net equity due to currency translation of ILOG intercompany
indebtedness upon consolidation. At September 30, 1997 the Company had 12.9
million shares issued and outstanding compared to 11.0 million at June 30, 1997.
During the quarter 1.7 million shares were issued in connection with the
Company's acquisition of the CPLEX and 0.2 million shares were issued in
connection with the Company's employee stock option and purchase plans.
BUSINESS DEVELOPMENTS IN THE QUARTER
During the quarter a Java version of ILOG Views started shipping and was well
received by the market. "We are now in a position where Java-based libraries can
contribute to our long-term growth" commented Pierre Haren. "During the quarter
JViews was selected by Hewlett-Packard as the graphic Java library for the
development of the next generation of OpenView, their network management
platform. ISR Global and Newbridge also selected JViews for Java-based network
management graphics. With JViews, ILOG's offerings in the area of advanced
graphics for telecommunications are now language-independent".
ILOG's continued focus on the telecommunications market was rewarded by new
endorsements of the ILOG libraries by three major telecommunications players:
Alcatel, Siemens and Hewlett-Packard as mentioned above. Alcatel plans to fund
the integration of four ILOG libraries in an essential component of their ALMAP
network management platform. Siemens will be licensing Views for use in their
network management platforms. ILOG also enjoyed repeat business with Bellcore,
IBM, Italsoft, Nortel, Siemens and Telefonica in the area of graphics for
network management. The ILOG Server and ILOG Rules business grew with sales in
the area of network management, alarm monitoring and customer care and billing.
This demonstrates that ILOG's current success in the area of graphic libraries
for network management can be leveraged in other areas of the telecommunications
industry and to include the adoption of other ILOG libraries.
ILOG's introduction of the ILOG Optimization suite of products for use in the
ERP (enterprise resource planning) world started to generate revenues during the
quarter. ILOG Solver was selected by JD Edwards for incorporation inside their
ERP product. During the quarter ILOG's optimization libraries were also selected
by over 10 organizations in the staff planning area. With the fusion of the
CPLEX customer base into ILOG's, many opportunities for cross-selling are now
starting to emerge.
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ABOUT ILOG
ILOG is a leading provider of advanced software components for graphics and
resource optimization. ILOG products deliver: high performance data
visualization for 2D and 3D user interfaces; integer, linear and constraint
solvers for resource optimization, scheduling, logistics and planning
applications; dynamic rule systems for intelligent agents and real time data
flow control, and components for integrating modules with real time and
relational data sources. ILOG was founded in 1987 and now employs approximately
310 people in seven countries. ILOG recently acquired CPLEX, a leader in linear
optimization. Visit http://www.ilog.com for more information.
This release contains "forward looking" information within the meaning of the
United States Securities laws that involve risks and uncertainties that could
cause actual results to differ materially from those in the forward looking
statements. Potential risks and uncertainties include, without limitation, the
company's lengthy sales process, the early development stage of the market for
the company's products, the timing of significant revenues, the economic,
political and currency risks associated with the company's European, North
American and Asian operations and the company's ability to successfully take
advantage of its acquisition of CPLEX.
ILOG and CPLEX are registered trademarks of ILOG S.A.
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ILOG S.A.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------
SEPT. 30, SEPT. 30,
1997 1996
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<S> <C> <C>
Revenues:
License fees $ 5,233 $ 3,564
Services 3,210 2,067
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Total Revenues 8,443 5,631
-------- --------
Cost of revenues
License fees 256 141
Services 1,686 1,106
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Total cost of revenues 1,942 1,247
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Gross Profit 6,501 4,384
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Operating expenses
Marketing and selling 5,515 4,757
Research and development 1,323 1,165
General and administrative 1,268 1,101
Write off of acquired intangible 28,367 --
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Total operating expenses 36,473 7,023
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Loss from operations (29,972) (2,639)
Net interest income (expense) and other 28 132
-------- --------
Net loss $(29,944) $ (2,507)
======== ========
Net loss per share $ (2.58) $ (0.36)
Share and share equivalents used in per share
calculations 11,609 6,948
</TABLE>
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ILOG S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPT. 30, 30-JUNE
1997 1997
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<S> <C> <C>
ASSETS
Current assets $ 7,994 $ 26,037
Cash and cash equivalents 8,969 9,740
Accounts receivable 2,227 2,487
Other receivables and prepaid expenses -- --
-------- --------
Total current assets 19,190 38,264
Acquired intangible assets 3,214
Property and equipment-net and other assets 3,196 3,044
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Total assets $ 25,600 $ 41,308
======== ========
Liabilities and Shareholders' Equity
Current Liabilities
Account payable and accrued expenses $ 7,796 $ 7,799
Current debt 2,135 2,183
Deferred revenue 3,136 3,165
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Total current liabilities 13,067 13,147
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Long-term portion of debt 6,206 1,134
Total liabilities 19,273 14,281
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Shareholder's equity
Paid-in capital 48,950 38,398
Accumulated deficit and currency translation adjustment (42,623) (11,371)
Total shareholder's equity 6,327 27,027
-------- --------
Total liabilities and shareholders' equity $ 25,600 $ 41,308
======== ========
</TABLE>
Results and Press Release for French Shareholders
For the benefit of our French shareholders a translation of this announcement is
also being sent to our shareholders with French addresses of record and to
anyone else upon request. In addition, to facilitate their comprehension of the
Company's financial results the foregoing financial statements, which are
prepared under accounting principles generally accepted in the United States,
have been translated into French Francs at the average historical exchange rates
for the related periods and the exchange rates at the relevant balance sheet
dates. These translated financial statements for the benefit of shareholders
generally follow below.
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ILOG S.A.
Donnees Financieres Consolidees Clefs (non auditees)
(Montant en milliers de francs francais, sauf informations donnees par action)
<TABLE>
<CAPTION>
TRIMESTRE CLOS LE 30 SEPT
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1997 1996
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<S> <C> <C>
Chiffre d'affaires
Logiciels 31,572 18,533
Services 19,367 10,748
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Total Chiffre d'affaires 50,939 29,281
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Prix de revient des ventes
Logiciels 1,545 733
Services 10,172 5,751
-------- -------
Total prix de revient des ventes 11,717 6,484
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Marge Brute 39,223 22,797
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Frais generaux et commerciaux
Frais commerciaux 33,274 24,736
Frais de recherche et developpement 7,982 6,058
Frais generaux at administratifs 7,650 5,725
Depreciation des incorporelles 171,148 --
-------- -------
Total frais generaux et commerciaux 220,054 36,520
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Resultat operationnel (180,831) (13,723)
Produits (charges) financiers et autres 169 686
-------- -------
Resultat net (180,662) (13,037)
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Resultat net par action (15.56) (1.88)
Nombre moyen d'actions en circulation (en milliers) 11,609 6,948
</TABLE>
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ILOG S.A.
Bilans Consolides Resumes (non audites)
(en milliers de francs francais)
Pour l'information de nos actionnaires francais, une traduction de cette
announce sera egalement envoyee a nos actionnaires enregistres avec une adresse
francaise et a toute personne en faisant la demande. De plus, afin de faciliter
la comprehension des resultats financiers de la societe, les comptes consolides
precedents ont ete traduits en francs francais aux taux moyens historiques des
periodes considerees et aux taux de cloture aux dates de bilan.
<TABLE>
<CAPTION>
30 SEPT. 30 JUIN
1997 1997
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<S> <C> <C>
Actif
Actif circulant:
Disponibilites et valeurs mobilieres de placement 47,406 153,096
Clients, nets 53,187 57,271
Autres elements d'actif circulant 13,206 14,623
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Total de l'actif circulant 113,799 224,990
Immobilisations corporelles, nettes et autres actifs 18,954 17,898
Immobilisations incorporelles, nettes 19,056 --
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Total de l'actif 151,809 242,888
======== =======
Passif Passif a moins d'un an:
Fournisseurs et comptes rattaches 46,231 45,858
Dette financiere a court terme 12,661 12,836
Produits constates d'avance 18,595 18,610
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Total passif a moins d'un an 77,487 77,304
Dette financiere a long terme 36,803 6,668
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Total passif a court et long terme 114,290 83,972
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Capitaux propres
Capital souscrit et prime d'emision 290,280 225,778
Report a nouveau et ecart de conversion -252,761 -66,862
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Total des capitaux propres 37,519 158,916
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Total du passif 151,809 242,888
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</TABLE>
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Pour l'information de nos actionnaires francais, une traduction de cette annonce
sera egalement envoyee a nos actionnaires enregistres avec une adresse francaise
et a toute personne en faisant la demande. De plus, afin de faciliter la
comprehension des resultats financiers de la societe, les comptes consolides
precedents ont ete traduits en francs francais aux taux moyens historiques des
periodes considerees et aux taux cloture aux dates de bilan.
Contact:
ILOG
Roger Friedberger
011-331-49083574
or
Taylor Rafferty Associates
212-889-4350
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