<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1999
---------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from--------------- to---------------------
Commission File Number: 0-23057
---------------------------------------------
LOGILITY, INC.
- ---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2281338
- -------------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305
- ------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(404) 261-9777
---------------------------------------------------------
(Registrant's telephone number, including area code)
None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ______
Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practicable date.
Class Outstanding at December 10, 1999
- --------------------------- --------------------------------
Common Stock, no par value 13,278,650 Shares
<PAGE>
LOGILITY, INC.
Form 10-Q
Quarter Ended October 31, 1999
Index
Page
Number
-----------
Part I - Financial Information
Item 1. Financial Statements
Condensed Balance Sheets (Unaudited)
October 31, 1999 and April 30, 1999 3
Condensed Statements of Operations (Unaudited)
Three and Six Months Ended October 31, 1999 and 1998 4
Condensed Statements of Cash Flows (Unaudited)
Six Months Ended October 31, 1999 and 1998 5
Notes to Condensed Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 16
Part II - Other Information 17-19
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LOGILITY, INC.
Condensed Balance Sheets (Unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
October 31, April 30,
1999 1999
----------- ---------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 12,818 $ 9,695
Investments 11,668 14,024
Trade accounts receivable, less allowance for doubtful
accounts of $570 and $447 at October 31, 1999 and
April 30, 1999, respectively:
Billed 4,310 5,471
Unbilled 3,013 1,931
Prepaid expenses and other current assets 607 444
----------- ---------
Total current assets 32,416 31,565
Furniture and equipment, less accumulated depreciation 1,850 1,889
Intangible assets, less accumulated amortization 6,365 6,202
Other assets, net 1,174 1,022
----------- ---------
$ 41,805 $ 40,678
=========== =========
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable $ 1,136 $ 990
Accrued compensation and related costs 1,617 1,827
Deferred revenues 4,701 4,710
Other current liabilities 1,272 1,224
----------- ---------
Total current liabilities 8,726 8,751
Deferred income taxes 2,458 2,459
----------- ---------
Total liabilities 11,184 11,210
----------- ---------
Shareholders' equity:
Preferred stock: 2,000,000 shares authorized; no shares issued - -
Common stock, no par value; 20,000,000 shares authorized;
13,830,000 shares issued at October 31, 1999
and April 30, 1999 - -
Additional paid-in capital 43,187 43,187
Treasury stock, at cost - 551,350 shares and 410,800 shares at
October 31, 1999 and April 30, 1999, respectively: (4,177) (3,543)
Accumulated deficit (8,389) (10,176)
----------- ---------
Total shareholders' equity 30,621 29,468
----------- ---------
$ 41,805 $ 40,678
=========== =========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
Item 1. Financial Statements (continued)
LOGILITY, INC.
Condensed Statements of Operations (Unaudited)
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
1999 1998 1999 1998
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues:
License fees $ 4,014 $ 1,788 $ 8,314 $ 4,333
Maintenance 2,308 1,820 4,520 3,797
Services 2,232 1,724 4,089 3,724
----------- ----------- ----------- ------------
Total revenues 8,554 5,332 16,923 11,854
----------- ----------- ----------- ------------
Cost of revenues:
License fees 904 1,547 1,726 2,980
Maintenance 452 501 961 1,010
Services 1,179 855 2,124 1,708
----------- ----------- ----------- ------------
Total cost of revenues 2,535 2,903 4,811 5,698
----------- ----------- ----------- ------------
Gross margin 6,019 2,429 12,112 6,156
----------- ----------- ----------- ------------
Operating expenses:
Research and development 2,066 2,481 4,294 5,720
Less: Capitalized development (853) (851) (1,645) (2,042)
Sales and marketing 3,343 4,124 6,860 8,326
General and administrative 796 1,056 1,435 2,356
Write-off of software development costs - 1,300 - 1,300
----------- ----------- ----------- ------------
Total operating expenses 5,352 8,110 10,944 15,660
----------- ----------- ----------- ------------
Operating income (loss) 667 (5,681) 1,168 (9,504)
Other income, net 292 327 619 731
----------- ----------- ----------- ------------
Income (loss) before income taxes 959 (5,354) 1,787 (8,773)
Income taxes 0 0 0 0
----------- ----------- ----------- ------------
Net income (loss) $ 959 $ (5,354) $ 1,787 $ (8,773)
=========== =========== =========== ============
Basic and diluted net income (loss) per share $ 0.07 $ (0.40) $ 0.13 $ (0.65)
=========== =========== =========== ============
Shares used in the calculation of net income
(loss) per common share: Basic 13,331 13,490 13,367 13,520
=========== =========== =========== ============
Diluted 13,461 13,490 13,534 13,520
=========== =========== =========== ============
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
Item 1. Financial Statements (continued)
LOGILITY, INC.
Condensed Statements of Cash Flows (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
October 31,
-------------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,787 $ (8,773)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,626 2,537
Provision for doubtful accounts receivable 50 588
Charge for asset impairment - 1,230
(Increase) decrease in assets:
Accounts receivable 29 2,238
Other assets (154) (304)
Increase (decrease) in liabilities:
Accounts payable, accrued costs and other liabilities (15) 351
Deferred revenues (9) 916
-------------- --------------
Net cash provided by (used in) operating activities 3,314 (1,217)
-------------- --------------
Cash flows from investing activities:
Additions to capitalized computer software development costs (1,645) (2,233)
Additions to purchased computer software costs (42) (23)
Net sales of investments 2,356 6,212
Minority investment in business - (763)
Purchases of furniture and equipment (226) (618)
-------------- --------------
Net cash provided by investing activities 443 2,575
-------------- --------------
Cash flows from financing activities:
Repurchase of common stock (634) (1,404)
-------------- --------------
Net cash used in financing activities (634) (1,404)
-------------- --------------
Net change in cash and cash equivalents 3,123 (46)
Cash and cash equivalents at beginning of period 9,695 12,241
-------------- --------------
Cash and cash equivalents at end of period $ 12,818 $ 12,195
============== ==============
</TABLE>
See accompanying notes to condensed financial statements.
5
<PAGE>
Item 1. Financial Statements (continued)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
A. Basis of Presentation
The accompanying condensed financial statements of Logility, Inc. (the
"Company"), are unaudited. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). The financial information presented in the condensed
financial statements reflects all normal recurring adjustments, which
are, in the opinion of management, necessary for a fair presentation of
the periods indicated. These financial statements should be read in
conjunction with the Company's Form 10-K, as filed with the SEC on July
28, 1999. The interim results reflected in the condensed financial
statements are not necessarily indicative of the results to be expected
for the full year.
The Company is an approximately 85% owned subsidiary of American
Software, Inc. (American Software), a publicly held applications software
provider of enterprise resource planning solutions (NASDAQ - AMSWA).
B. Industry Segments
On February 1, 1999, the Company adopted Statement of Financial
Accounting Standards No. 131, Disclosures About Segments of an Enterprise
and Related Information. The Company operates and manages its business in
one segment, providing collaborative value chain management software
solutions to participants along the value chain.
C. Comprehensive Income
On May 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS No. 130"), Reporting Comprehensive Income. SFAS
No. 130 establishes standards for reporting and presentation of
comprehensive income and its components in a full set of financial
statements. No statements of comprehensive income (loss) have been
included in the accompanying condensed financial statements since
comprehensive income (loss) and net income (loss) presented in the
accompanying condensed statements of operations would be the same.
D. Revenue Recognition
In December 1998, the AICPA issued SOP No. 98-9, Modification of SOP No.
97-2, Software Revenue Recognition, with Respect to Certain Transactions.
This SOP amends SOP No. 97-2 to, among other matters, require recognition
of revenue using the "residual method" in circumstances outlined in the
SOP. Under the residual method, revenue is recognized as follows: (1) the
total fair value of undelivered elements, as indicated by vendor-specific
objective evidence, is deferred and subsequently recognized in accordance
with the relevant sections of SOP No. 97-2 and (2) the difference between
the total arrangement fee and the amount deferred for the undelivered
elements is recognized as revenue related to the delivered elements. SOP
No. 98-9 is effective for fiscal years beginning after March 15, 1999. On
May 1, 1999, the Company adopted SOP No. 98-9, which did not have a
material effect on revenue recognition.
6
<PAGE>
LOGILITY, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FORWARD-LOOKING STATEMENTS
It should be noted that this Report on Form 10-Q contains forward-looking
statements, which are subject to substantial risks and uncertainties. A variety
of factors could cause the Company's actual results to differ materially from
those anticipated by statements made herein. The demand for the Company's
software products and services, as well as the timing of releases of the
Company's software products can be affected by client needs, marketplace demands
and technological advances. Development plans frequently change, and it is
difficult to predict with accuracy the release dates for products in
development. Other factors include changes in general economic conditions, the
growth rate of the market for the Company's products and services, the timely
availability and market acceptance of these products and services, the effect of
competitive products and pricing, and the irregular pattern of revenues, as well
as a number of other risk factors which could affect the future performance of
the Company.
OVERVIEW
Logility, Inc. (the "Company") develops, markets and supports software
applications that optimize the operating efficiencies of manufacturers,
suppliers, distributors, retailers and other organizations along the "value
chain." The value chain refers to the complex network of relationships that
organizations maintain with trading partners to source, manufacture and deliver
products to the customer. The Company's solution, Logility Value Chain
Solutions, consists of an integrated client-server software suite that provides
advanced collaborative planning and integrated logistics capabilities that are
designed to reduce inventory costs, improve forecast accuracy, decrease order
cycle times, optimize production scheduling, streamline logistics operations,
reduce transportation costs and improve customer service.
The Company has also launched an i-Commerce initiative that will enable it to
build on current applications while moving towards total Internet-based value
chain management. The Company's i-Commerce products and services are designed to
expand the number of business processes that can be executed via intranets,
extranets and the Internet, enabling optimization of the customer's value chain
and improving collaboration with trading partners. The Company markets its
solution worldwide, primarily to large enterprises that require a comprehensive
planning and execution solution. Sales are made through a dedicated sales force
and through relationships with third-party vendors (including American Software)
and service providers.
The Company previously conducted its business and operations as three separate
business units of American Software: a supply chain planning software group, a
warehouse management software group and a transportation management software
group. Effective January 1997, American Software transferred substantially all
of the business, operations (including research and development), assets and
associated liabilities of its Supply Chain Planning division to the Company.
Effective August 1997, American Software transferred to the Company the
WarehousePRO software and substantially all associated operations, assets and
liabilities. Also effective August 1997, American Software's wholly-owned
subsidiary, Distribution Sciences, Inc., was merged into the Company,
transferring its business, operations, assets and liabilities, including the
Transportation Planning and Transportation Management software, to the Company.
The Company's condensed financial statements included herein present the
combined assets, liabilities and results of operations for the three business
units for all periods.
The Company's revenues are derived primarily from three sources: software
licenses, maintenance and services. Software licenses generally are based upon
the number of modules, servers, users and/or sites licensed. License fee
revenues are recognized upon delivery of the software, provided collection is
considered probable, the fee is
7
<PAGE>
Item 2. Management's Discussion and Analysis (continued)
fixed or determinable, there is evidence of an arrangement, and vendor specific
evidence exists to allocate the total fee to all elements of the arrangement.
Maintenance agreements typically are for a one- to three-year term and usually
are entered into at the time of the initial product license. Maintenance
revenues are recognized ratably over the term of the maintenance agreement.
Services revenues consist primarily of fees from software implementation,
training, consulting and customization services and are recognized as the
services are rendered.
COMPARISON OF RESULTS
- ---------------------
The following table sets forth certain revenue and expense items as a percentage
of total revenues and the percentage increases or decreases in those items for
the three months ended October 31, 1999 and 1998:
<TABLE>
<CAPTION>
Percentage of Pct. Change
Total Revenues in Dollars
------------------------------------ ------------------
1999 1998 1999 vs 1998
---------------- ---------------- ------------------
<S> <C> <C> <C>
Revenues:
License fees 47 % 34 % 124 %
Maintenance 27 34 27
Services 26 32 29
---------------- ---------------- ------------------
Total revenues 100 100 60
---------------- ---------------- ------------------
Cost of revenues:
License fees 11 29 (42)
Maintenance 5 9 (10)
Services 14 16 38
---------------- ---------------- ------------------
Total cost of revenues 30 54 (13)
---------------- ---------------- ------------------
Gross margin 70 46 148
---------------- ---------------- ------------------
Operating expenses:
Research and development, net 14 31 (26)
Sales and marketing 39 77 (19)
General and administrative 9 20 (25)
Write-off of software development costs - 24 nm
---------------- ---------------- ------------------
Total operating expenses 62 152 (34)
---------------- ---------------- ------------------
Operating income (loss) 8 (106) nm
Other income, net 3 6 (50)
---------------- ---------------- ------------------
Income (loss) before income taxes 11 (100) nm
Income taxes - - -
---------------- ---------------- ------------------
Net income (loss) 11 (100) nm
================ ================ ==================
</TABLE>
nm - not meaningful
8
<PAGE>
Item 2. Management's Discussion (continued)
The following table sets forth certain revenue and expense items as a percentage
of total revenues and the percentage increases or decreases in those items for
the six months ended October 31, 1999 and 1998:
<TABLE>
<CAPTION>
Percentage of Pct. Change
Total Revenues in Dollars
------------------------------------ ------------------
1999 1998 1999 vs 1998
---------------- ---------------- ------------------
<S> <C> <C> <C>
Revenues:
License fees 49 % 37 % 92 %
Maintenance 27 32 19
Services 24 31 10
---------------- ---------------- ------------------
Total revenues 100 100 43
---------------- ---------------- ------------------
Cost of revenues:
License fees 10 25 (42)
Maintenance 6 9 (5)
Services 12 14 24
---------------- ---------------- ------------------
Total cost of revenues 28 48 (16)
---------------- ---------------- ------------------
Gross margin 72 52 97
---------------- ---------------- ------------------
Operating expenses:
Research and development, net 16 31 (28)
Sales and marketing 41 70 (18)
General and administrative 8 20 (39)
Write-off of software development costs - 11 nm
---------------- ---------------- ------------------
Total operating expenses 65 132 (30)
---------------- ---------------- ------------------
Operating income (loss) 7 (80) nm
Other income, net 4 6 (15)
---------------- ---------------- ------------------
Income (loss) before income taxes 11 (74) nm
Income taxes - - -
---------------- ---------------- ------------------
Net income (loss) 11 (74) nm
================ ================ ==================
</TABLE>
nm - not meaningful
9
<PAGE>
Item 2. Management's Discussion (continued)
THREE MONTHS ENDED OCTOBER 31, 1999 AND 1998:
- ---------------------------------------------
REVENUES:
The Company's total revenues increased approximately 60% to $8.55 million from
$5.3 million for the comparable quarter a year ago. The Company realized strong
gains in all revenue categories, the result of improved sales of the Company's
products and services. International revenues represented approximately 15% of
total revenues in the quarter ended October 31, 1999 compared to approximately
11% a year ago.
LICENSES. License fee revenues increased 124% to $4.0 million for the quarter
ended October 31, 1999 from a year ago. The Company believes that it is
realizing positive results primarily from the implementation of its i-Commerce
strategy, which moves its current applications towards Internet-based
collaborative value chain management. The direct sales channel provided
approximately 88% of the license fee revenues for the current quarter compared
to approximately 97% in the comparable quarter a year ago. This decrease is
mainly due to higher sales contribution from American Software, which is the
Company's principal indirect sales channel.
MAINTENANCE. Maintenance revenues increased 27% to $2.3 million from a year ago,
due to an increase in the installed base of customers. Maintenance revenues have
a direct relationship to current and historic license fee revenues, since new
software licenses are the source of new maintenance customers.
SERVICES. Services revenues totaled $2.2 million, a 29% increase from the same
period a year ago, primarily as a result of increased sales of the Company's
products over the last two quarters, which generates additional implementation
and training revenue.
GROSS MARGIN:
Total gross margin for the quarter ended October 31, 1999 was 70% compared to
46% a year ago. This was largely due to an increased level of license fees,
which rose to 47% of total revenues, up from 34% a year ago. The gross margin on
license fees rose significantly to 77% from 13% a year ago, while gross margin
on maintenance revenues increased to 80% compared to 72% a year ago. The gross
margin on services revenues decreased slightly to 47% compared to 50% in the
same period a year ago. The increase in gross margin on license fees was due to
the combination of higher license fees and the reduced amount of amortization
expense on capitalized software, which makes up the primary component of cost of
license fees. This expense decreased primarily due to the write-off of
capitalized software development costs taken in the quarter ended October 31,
1998.
10
<PAGE>
Item 2. Management's Discussion (continued)
OPERATING EXPENSES:
RESEARCH AND DEVELOPMENT. Gross product development costs include all
non-capitalized and capitalized software development costs. A breakdown of the
research and development costs is as follows:
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------------
October 31, Percent October 31,
1999 Change 1998
----------------- ------------ -----------------
<S> <C> <C> <C>
Gross product development costs $ 2,066 (17) % $ 2,481
Percentage of total revenues 24% 47%
Less: Capitalized development (853) 0 % (851)
Percentage of gross prod. dev. costs 41% 34%
----------------- ------------ -----------------
Product development expenses $ 1,213 (26) % $1,630
Percentage of total revenues 14% 31%
</TABLE>
Gross product development costs decreased 17% in the quarter ended October 31,
1999 compared to a year ago. In the last fiscal year, the Company undertook cost
containment efforts in response to the market slowdown. Some residual effects of
these efforts were felt in the current quarter. The amount of capitalized
development remained unchanged from a year ago, while the rate of capitalized
development as a percentage of gross product development costs increased to 41%
from 34% a year ago. Product development expenses, as a percentage of total
revenues, decreased to 14% from 31% a year ago, primarily due to the increase in
total revenues. In future quarters the Company expects product development
expenses to increase as it executes its Internet-based product strategy, and
continues to enhance existing product functionality.
SALES AND MARKETING. Sales and marketing expenses declined 19% from a year ago,
again a result of the Company's overall cost containment efforts. As a
percentage of total revenues, sales and marketing expenses were 39% for the
quarter ended October 31, 1999 compared to 77% for the quarter ended October 31,
1998. This was primarily due to the increase in overall revenues, as well as the
decrease in sales and marketing expenditures.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased 25%
from a year ago to $796,000, mainly as a result of the Company's reduction in
employee base and the resulting decrease in administrative costs. However, due
to the large increase in total revenues, general and administrative expenses as
a percentage of total revenues declined from 20% to 9%. For the three months
ended October 31, 1999, the average number of employees was approximately 193,
compared to approximately 220 for the three months ended October 31, 1998.
For the three months ended October 31, 1998, the Company incurred a charge
against earnings of $1.3 million. This charge resulted from the write-off of
certain capitalized software development costs, which mainly relate to legacy
technology within the Company's warehouse management product line.
OTHER INCOME:
Other income is comprised primarily of investment earnings from the net proceeds
of the Company's initial public offering. The Company's investments are short
term in nature. For the quarter ended October 31, 1999, these investments
generated a yield of approximately 5.4%.
11
<PAGE>
Item 2. Management's Discussion (continued)
INCOME TAXES:
In accordance with FASB Statement No. 109, "Accounting for Income Taxes", the
Company is required to apply a separate company approach in calculating its
income tax provision. For the quarter ended October 31, 1999, the Company did
not record any income taxes as a result of the operating losses incurred since
the Company's Initial Public Offering. The Company entered into a Tax Sharing
Agreement with American Software, Inc. on January 23, 1997 that does not allow
the Company to utilize its Net Operating Loss Carryforwards generated prior to
the IPO. As a result of this agreement, the Company did not record an income tax
benefit from the losses generated for the quarter ended October 31, 1998.
SIX MONTHS ENDED OCTOBER 31, 1999 AND 1998:
- -------------------------------------------
REVENUES:
The Company's total revenues increased 43% to $16.9 million from $11.9 million
for the comparable period a year ago. International revenues represented
approximately 10% of total revenues in the six months ended October 31, 1999
compared to approximately 14% a year ago.
LICENSES. For the six months ended October 31, 1999, license fee revenues
increased 92% from a year ago, to $8.3 million. The Company believes that it is
realizing positive results primarily from the implementation of its i-Commerce
strategy, which moves its current applications towards Internet-based
collaborative value chain management. The direct sales channel provided
approximately 86% of the license fee revenues for the six months ended October
31, 1999 compared to approximately 83% in the comparable period a year ago. The
Company's indirect sales channel is principally through American Software.
MAINTENANCE. Maintenance revenues increased 19% to $4.5 million from a year ago,
due to an increase in the installed base of customers. Maintenance revenues have
a direct relationship to current and historic license fee revenues, since new
software licenses are the source of new maintenance customers.
SERVICES. Services revenues totaled $4.1 million, a 10% increase from the same
period a year ago. Increased utilization of the Company's implementation and
training services was primarily a result of the prior growth in the Company's
customer base.
GROSS MARGIN:
Total gross margin for the six months ended October 31, 1999 was 72% compared to
52% a year ago. This was largely due to an increased level of license fees,
which rose to 49% of total revenues, up from 37% a year ago. The gross margin on
license fees rose significantly to 79% from 31% a year ago, while gross margin
on maintenance revenues increased to 79% compared to 73% a year ago. The gross
margin on services revenues decreased to 48% compared to 54% in the same period
a year ago. The increase in gross margin on license fees was due to the
combination of higher license fees and the reduced amount of amortization
expense on capitalized software, which makes up the primary component of cost of
license fees. This expense decreased primarily due to the write-off of
capitalized software development costs taken in the quarter ended October 31,
1998.
12
<PAGE>
Item 2. Management's Discussion (continued)
OPERATING EXPENSES:
RESEARCH AND DEVELOPMENT. Gross product development costs include all
non-capitalized and capitalized software development costs. A breakdown of the
research and development costs is as follows:
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------------------------------
October 31, Percent October 31,
1999 Change 1998
----------------- ------------ -----------------
<S> <C> <C> <C>
Gross product development costs $ 4,294 (25)% $ 5,720
Percentage of total revenues 25% 48%
Less: Capitalized development (1,645) (19)% (2,042)
Percentage of gross prod. dev. costs 38% 36%
----------------- ------------ -----------------
Product development expenses $ 2,649 (28)% $ 3,678
Percentage of total revenues 16% 31%
</TABLE>
Gross product development costs decreased 25% in the six months ended October
31, 1999 compared to a year ago. In the last fiscal year, the Company undertook
cost containment efforts in response to the market slowdown. Some residual
effects of these efforts were felt in the current period. The amount of
capitalized development decreased 19% from a year ago, while the rate of
capitalized development as a percentage of gross product development costs
increased slightly to 38% from 36% a year ago. Product development expenses, as
a percentage of total revenues, decreased to 16% from 31% a year ago, primarily
due to the increase in total revenues.
SALES AND MARKETING. Sales and marketing expenses declined 18% from a year ago,
again a result of the Company's overall cost containment efforts. As a
percentage of total revenues, sales and marketing expenses were 41% for the six
months ended October 31, 1999 compared to 70% for the six months ended October
31, 1998. This was primarily due to the increase in overall revenues, as well as
the decrease in sales and marketing expenditures.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased 39%
from a year ago to $1.4 million, mainly as a result of the Company's reduction
in employee base and the resulting decrease in administrative costs. For the six
months ended October 31, 1999, the average number of employees was approximately
184, compared to approximately 218 for the six months ended October 31, 1998.
OTHER INCOME:
Other income is comprised primarily of investment earnings from the net proceeds
of the Company's initial public offering. The Company's investments are short
term in nature. For the six months ended October 31, 1999, these investments
generated a yield of approximately 5.3%.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
On November 6, 1997, the Company completed its initial public offering, in which
the Company received aggregate net proceeds of approximately $33.2 million after
deducting underwriting discounts and offering expenses.
13
<PAGE>
Item 2. Management's Discussion (continued)
The Company's operating activities provided cash of approximately $3.3 million
in the six months ended October 31, 1999, and used cash of approximately $1.2
million in the same period of the prior year. The cash provided by operations
during the six months ended October 31, 1999, was primarily attributable to net
income of $1.8 million, and non-cash depreciation and amortization expense of
$1.6 million. This was partially offset by an increase in other assets of
approximately $154,000. The cash used by operations during the six months ended
October 31, 1998, was primarily attributable a net loss of $8.8 million,
partially offset by non-cash depreciation and amortization expense of $2.5
million, a decrease in accounts receivable of approximately $2.2 million, the
non-cash portion of the software development cost write-off of $1.2 million, an
increase in total liabilities of $1.3 million, and provision for doubtful
accounts receivable of $588,000.
Cash provided by investing activities was approximately $443,000 and $2.6
million for the six months ended October 31, 1999 and 1998, respectively. For
the six months ended October 31, 1999, $2.4 million was provided by the net
redemptions of short-term investments. Cash used in investing activities
consisted primarily of $1.6 million in additions to capitalized software
development costs, and $226,000 in purchases of furniture and equipment. For the
same period a year ago, $6.2 million was provided by the net redemptions of
short-term investments. Cash used in investing activities consisted of $2.2
million in additions to capitalized software development costs, $763,000 for the
purchase of a minority interest in a business, and $618,000 in purchases of
furniture and equipment.
Cash used in financing activities totaled approximately $634,000 and $1.4
million for the six months ended October 31, 1999 and 1998, respectively. For
both periods, this cash was used for repurchases of the Company's common stock.
Days Sales Outstanding (DSO) in accounts receivable were 88 days as of October
31, 1999, compared to 85 days as of April 30, 1999 and 123 days as of October
31,1998. The reduction from the same period last year was due primarily to
improved collection efforts by the Company. The Company expects its future DSO
level to be approximately 90-100 days.
The Company's current ratio on October 31, 1999 was 3.7 to 1 and the Company has
no long-term debt. The Company believes that its sources of liquidity and
capital resources will be sufficient to satisfy its cash requirements for at
least the next twelve months. To the extent that such amounts are insufficient
to finance the Company's capital requirements, the Company will be required to
raise additional funds through equity or debt financing. The Company does not
currently have a bank line of credit. No assurance can be given that bank lines
of credit or other financing will be available on terms acceptable to the
Company. If available, such financing may result in further dilution to the
Company's shareholders and higher interest expense.
On December 15, 1997, Logility, Inc.'s Board of Directors approved a resolution
authorizing the Company to repurchase up to 350,000 shares of the Company's
common stock through open market purchases at prevailing market prices. The
Company completed this repurchase plan in November 1998. In November 1998 the
Company adopted an additional repurchase plan for up to 800,000 shares. The
timing of any repurchases would depend on market conditions, the market price of
Logility's common stock and management's assessment of the Company's liquidity
and cash flow needs. For both plans, through December 10, 1999, the Company had
purchased a cumulative total of 551,350 shares at a total cost of approximately
$4.2 million.
14
<PAGE>
Item 2. Management's Discussion (continued)
Year 2000 Readiness Disclosure
The Company has reviewed potential Year 2000 readiness issues relating to its
corporate infrastructure and to the software products that it licenses to
customers. The Company believes that it has allocated adequate resources for
this purpose and that its Year 2000 readiness program is substantially complete.
Based on management's assessment, the Company believes that the current versions
of its software products are Year 2000 ready. However, the Company believes some
of its customers may be running earlier versions of the Company's products that
are not Year 2000 ready, and the Company has been encouraging such customers to
migrate to current product versions. Moreover, the Company's products are
generally integrated into other systems involving complex software products
developed by other vendors. Year 2000 problems inherent in a customer's other
software programs might significantly limit that customer's ability to utilize
the Company's products.
Software products as complex as those offered by the Company might contain
undetected errors or failures when first introduced or when new versions are
released, including products believed to be Year 2000 ready. While the Company
believes that it has assessed, corrected and tested its products to address the
Year 2000 issue, there can be no assurance that the Company's software products
contain or will contain all necessary date code changes or that errors will not
be found in new products or product enhancements after commercial release,
resulting in loss of or delay in market acceptance. In addition, the Company
might experience difficulties that could delay or prevent the continued
successful development and release of products that are Year 2000 compliant or
that meet the Year 2000 requirements of customers. If the Company is unable or
is delayed in its efforts to make the necessary date code changes, there could
be a material adverse effect upon the Company's business, operating results,
financial condition and cash flows.
The Company may in the future be subject to claims based on Year 2000 problems
in its own, as well as in others' products, and issues arising from the
integration of multiple products within an overall system. Although the Company
has not been a party to any litigation involving its products or services
related to Year 2000 compliance issues, there can be no assurance that the
Company will not in the future be required to defend its products or services in
such proceedings, or otherwise address claims based on Year 2000 issues. The
costs of defending and resolving Year 2000-related disputes, and any liability
of the Company for Year 2000-related damages, including consequential damages,
could have a material adverse effect on the Company's business, operating
results, and financial condition.
In addition, the Company is working closely with American Software, the
Company's parent, which serves as its largest supplier, to identify and
remediate all internal systems of American Software which are noncompliant and
which may impact the operations of the Company. The cost of converting American
Software's internal systems utilized by the Company is not expected to be
material as American Software is providing internal resources to meet its Year
2000 readiness needs. The Company has completed 100% of its system evaluation
and 100% of its remediation.
The Company utilizes third-party vendor equipment, telecommunication products
and software products that may or may not be Year 2000 ready. Although the
Company has taken steps to address the impact, if any, of the Year 2000
compliance issue surrounding such third-party products, failure of any critical
technology components to be Year 2000 ready may have a material adverse impact
on business operations or may require the Company to incur unanticipated
expenses to remedy any problems.
15
<PAGE>
Item 2. Management's Discussion (continued)
The Company believes that Year 2000 issues have affected and may continue to
affect the purchasing decisions of customers and potential customers of the
Company's products. Many businesses are expending significant resources on
projects to make their current hardware and software systems Year 2000 ready.
Such expenditures may result in reduced funding for projects to purchase
software products such as those offered by the Company. In an effort to not
disrupt current operations, potential customers may also choose to defer
purchasing Year 2000 ready products until after January, 2000. Any of the
foregoing could have a material adverse effect on the Company's business,
operating results and financial condition.
The Company's evaluation of its Year 2000 readiness includes the development of
contingency plans for business functions that are susceptible to a substantive
risk of disruption resulting from a Year 2000 related event. Because the Company
has not yet identified any business function that is materially at risk of Year
2000 related disruption, it has not yet developed detailed contingency plans
specific to Year 2000 events for any business function. The Company is prepared
for the possibility, however, that certain business functions may be hereafter
identified as at risk and will develop contingency plans for such business
functions when and if such determinations are made.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency. For the quarter ended October 31, 1999, the Company generated
15% of its revenues outside the United States. International sales usually are
made by the Company's foreign subsidiaries and are denominated typically in U.S.
Dollars or British Pounds Sterling. However, the expense incurred by foreign
subsidiaries is denominated in the local currencies.
Interest rates. The Company manages its interest rate risk by maintaining an
investment portfolio of held-to-maturity instruments with high credit quality
and relatively short average maturities. These instruments include, but are not
limited to, money-market instruments, bank time deposits, and taxable and
tax-advantaged variable rate and fixed rate obligations of corporations,
municipalities, and national, state, and local government agencies, in
accordance with the Company's investment policy. These instruments are
denominated in U.S. dollars. The fair value of securities held at October 31,
1999 was approximately $11.7 million.
The Company also holds cash balances in accounts with commercial banks in the
United States and foreign countries. These cash balances represent operating
balances only and are invested in short-term time deposits of the local bank.
Such operating cash balances held at banks outside the United States are
denominated in the local currency.
Many of the Company's investments carry a degree of interest rate risk. When
interest rates fall, the Company's income from investments in variable-rate
securities declines. When interest rates rise, the fair market value of the
Company's investments in fixed-rate securities declines. The Company attempts to
mitigate risk by holding fixed-rate securities to maturity, but should its
liquidity needs force it to sell fixed-rate securities period to maturity, the
Company may experience a loss of principal.
16
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
The registrant is not currently involved in legal proceedings
requiring disclosure under this item.
Item 2. Changes in Securities and Use of Proceeds
- ------- -----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
- ------- -------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Registrant's Annual Meeting was held on August 25, 1999. At
that meeting, no formal action was taken aside from the election
of directors.
Item 5. Other Information
- ------- -----------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits:
Exhibit No. Description
----------- -----------
11.1 Statement re: Computation of Per Share Earnings (Loss).
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter ended
October 31, 1999.
17
<PAGE>
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.
LOGILITY, INC.
DATE December 13, 1999 /s/ J. Michael Edenfield
----------------- -------------------------------------
J. Michael Edenfield
President, Chief Executive Officer
DATE December 13, 1999 /s/ Vincent C. Klinges
----------------- -------------------------------------
Vincent C. Klinges
Chief Financial Officer
18
<PAGE>
Exhibit 11.1
LOGILITY, INC.
Statement re: Computation of Per Share Earnings (Loss)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
--------------------------------------- -------------------------------------
1999 1998 1999 1998
---------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Common Stock:
Weighted average common
shares outstanding 13,331 13,490 13,367 13,520
Dilutive effect of outstanding
stock options * 130 - 167 -
---------------- ----------------- ---------------- -----------------
Total 13,461 13,490 13,534 13,520
---------------- ----------------- ---------------- -----------------
Net income (loss) $ 959 $ (5,354) $ 1,787 $ (8,773)
================ ================= ================ =================
Income (loss) per common share
Basic $ 0.07 $ (0.40) $ 0.13 $ (0.65)
================ ================= ================ =================
Diluted $ 0.07 $ (0.40) $ 0.13 $ (0.65)
================ ================= ================ =================
</TABLE>
* Stock options are not included in the three and six months ended October 31,
1998 calculations because they would have an anti-dilutive effect on the loss
per share.
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> APR-30-1999 APR-30-1999
<PERIOD-START> AUG-01-1999 MAY-01-1999
<PERIOD-END> OCT-31-1999 OCT-31-1999
<CASH> 12,818 12,818
<SECURITIES> 11,668 11,668
<RECEIVABLES> 7,893 7,893
<ALLOWANCES> 570 570
<INVENTORY> 0 0
<CURRENT-ASSETS> 32,416 32,416
<PP&E> 2,984 2,984
<DEPRECIATION> 1,134 1,134
<TOTAL-ASSETS> 41,805 41,805
<CURRENT-LIABILITIES> 8,726 8,726
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 30,621 30,621
<TOTAL-LIABILITY-AND-EQUITY> 41,805 41,805
<SALES> 0 0
<TOTAL-REVENUES> 8,554 16,923
<CGS> 0 0
<TOTAL-COSTS> 2,535 4,811
<OTHER-EXPENSES> 5,352 10,944
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (292) (619)
<INCOME-PRETAX> 959 1,787
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 959 1,787
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 959 1,787
<EPS-BASIC> .07 .13
<EPS-DILUTED> .07 .13
</TABLE>
