<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 July 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, 30305
- ------------------------------------------------ ----------
Georgia (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 September 10, 1999
- -------------------------- ---------------------------------
Common Stock, no par value 13,357,300 Shares
<PAGE>
LOGILITY, INC.
Form 10-Q
Quarter Ended July 31, 1999
Index
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Condensed Balance Sheets (Unaudited)
July 31, 1999 and April 30, 1999 3
Condensed Statements of Operations (Unaudited)
Three Months Ended July 31, 1999 and 1998 4
Condensed Statements of Cash Flows (Unaudited)
Three Months Ended July 31, 1999 and 1998 5
Notes to Condensed Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and
8-14 Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14-15
Part II - Other Information 15-17
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LOGILITY, INC.
Condensed Balance Sheets (Unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
July 31, April 30,
1999 1999
-------- --------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 10,927 $ 9,695
Investments 16,035 14,024
Tradeaccounts receivable, less allowance for doubtful accounts of $579
and $447 at July 31, 1999 and April 30, 1999:
Billed 3,932 5,471
Unbilled 1,569 1,931
Prepaid expenses and other current assets 587 444
-------- --------
Total current assets 33,050 31,565
Furniture and equipment, less accumulated depreciation 1,894 1,889
Intangible assets, less accumulated amortization 6,396 6,202
Other assets, net 1,023 1,022
-------- --------
$ 42,363 $ 40,678
======== ========
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable $ 1,127 $ 990
Accrued compensation and related costs 2,152 1,827
Deferred revenues 5,400 4,710
Other current liabilities 1,156 1,224
-------- --------
Total current liabilities 9,835 8,751
Deferred income taxes 2,458 2,459
-------- --------
Total liabilities 12,293 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 July 31, 1999
and April 30, 1999 - -
Additional paid-in capital 43,187 43,187
Treasury stock, at cost - 456,100 shares and 410,800 shares at July
31, 1999 and April 30, 1999 (3,769) (3,543)
Accumulated deficit (9,348) (10,176)
-------- ------
Total shareholders' equity 30,070 29,468
Commitments and contingencies - -
-------- --------
$ 42,363 $ 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
July 31,
--------------------------------------------
1999 1998
----------------- -----------------
<S> <C> <C>
Revenues:
License fees $4,300 $2,545
Maintenance 2,212 1,978
Services 1,857 1,999
----------------- -----------------
Total revenues 8,369 6,522
----------------- -----------------
Cost of revenues:
License fees 822 1,433
Maintenance 509 509
Services 945 853
----------------- -----------------
Total cost of revenues 2,276 2,795
----------------- -----------------
Gross margin 6,093 3,727
----------------- -----------------
Operating expenses:
Research and development 2,228 3,240
Less: Capitalized development (792) (1,191)
Sales and marketing 3,517 4,202
General and administrative 639 1,300
----------------- -----------------
Total operating expenses 5,592 7,551
----------------- -----------------
Operating income (loss) 501 (3,824)
Other income, net 327 404
----------------- -----------------
Income (loss) before income taxes 828 (3,420)
Income taxes - -
----------------- -----------------
Net income (loss) $ 828 $ (3,420)
================= =================
Net income (loss) per common share - Basic and Diluted $0.06 $ (0.25)
================= =================
Weighted average common shares outstanding and
common stock equivalents: Basic 13,402 13,563
================= =================
Diluted 13,607 13,563
================= =================
</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>
Three Months Ended
July 31,
-------------------------------------
1999 1998
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 828 $ (3,420)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 740 1,204
(Increase) decrease in assets:
Accounts receivable 1,901 1,470
Other assets (144) (93)
Increase (decrease) in liabilities:
Accounts payable, accrued costs and other 394 985
Deferred revenues 690 591
----------------- ----------------
Net cash provided by operating activities 4,409 737
----------------- ----------------
Cash flows from investing activities:
Additions to capitalized computer software development costs (792) (1,191)
Additions to purchased computer software costs - (16)
Purchase of short-term investments (2,011) (443)
Minority investment in business - (763)
Purchases of furniture and equipment (150) (351)
----------------- ----------------
Net cash used in investing activities (2,953) (2,764)
----------------- ----------------
Cash flows from financing activities:
Repurchases of common stock (224) (1,373)
----------------- ----------------
Net cash used in financing activities (224) (1,373)
----------------- ----------------
Net change in cash 1,232 (3,400)
Cash and cash equivalents at beginning of period 9,695 12,241
----------------- ----------------
Cash and cash equivalents at end of period $ 10,927 $ 8,841
================= ================
</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 84% 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,
that being providing 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 combined financial statements since comprehensive
income (loss) and net income (loss) presented in the accompanying combined
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, and it did not have a
material effect on revenue recognition.
6
<PAGE>
Item 1. Financial Statements (continued)
Notes to Condensed Financial Statements (continued)
E. Major Customer
One customer accounted for more than 10% of the Company's revenues during
the quarter ended July 31, 1999, totaling 36% of total revenues. No
accounts receivable were outstanding from this customer at July 31, 1999.
7
<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.
8
<PAGE>
Item 2. Management's Discussion and Analysis (continued)
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 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.
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 July 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 51 % 39 % 69 %
Maintenance 26 30 12
Services 23 31 (7)
---------------- ---------------- ------------------
Total revenues 100 100 28
---------------- ---------------- ------------------
Cost of revenues:
License fees 10 22 (43)
Maintenance 6 8 0
Services 11 13 11
---------------- ---------------- ------------------
Total cost of revenues 27 43 (19)
---------------- ---------------- ------------------
Gross margin 73 57 63
---------------- ---------------- ------------------
Operating expenses:
Research and development (net) 17 31 (30)
Sales and marketing 42 64 (16)
General and administrative 8 20 (51)
---------------- ---------------- ------------------
Total operating expenses 67 115 (26)
---------------- ---------------- ------------------
Operating income (loss) 6 (58) nm
Other income, net 4 6 (19)
---------------- ---------------- ------------------
Income (loss) before income taxes 10 (52) nm
Income taxes - - -
---------------- ---------------- ------------------
Net income (loss) 10 % (52) % nm
================ ================ ==================
</TABLE>
nm - not meaningful
9
<PAGE>
Item 2. Management's Discussion and Analysis (continued)
THREE MONTHS ENDED JULY 31, 1999 AND 1998:
REVENUES:
The Company's total revenues increased 28% to approximately $8.4 million from
$6.5 million for the comparable quarter a year ago. This increase was largely
due to a substantial increase in the Company's product sales, with an
accompanying increase in maintenance revenues, partially offset by a slight
decrease in services revenues. International revenues represented approximately
4% of total revenues in the quarter ended July 31, 1999 compared to
approximately 17% a year ago. This decrease was mainly due to decreased
international license fees, and the large increase in domestic revenues.
LICENSES. License fee revenues increased 69% from the quarter a year ago
primarily as a result of improved sales execution by the Company's sales force.
In the quarter ended July 31, 1999, the Company closed the sale of the largest
software licensing transaction in its history, with license fee revenue totaling
over $3.0 million. The direct sales channel provided approximately 81% of the
license fee revenues for this quarter compared to approximately 43% in the
comparable quarter a year ago. The Company's indirect sales channel is
principally through American Software.
MAINTENANCE. Maintenance revenues increased 12% to $2.2 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
licenses are the potential source of new maintenance customers.
SERVICES. Services revenues decreased 7% to approximately $1.9 million from a
year ago as a result of decreased utilization of the Company's implementation
and training services, which was a function of the prior slowdown of growth in
the Company's customer base. The Company expects services revenues to increase
at least in the near term as a result of new customer implementations currently
in progress.
GROSS MARGIN:
Total gross margin in the quarter ended July 31, 1999 was 73% of total revenues,
compared to 57% a year ago. This increase was largely due to the increased level
of license fees, which rose to 51% of total revenues, up from 39% a year ago.
The gross margin on license fees grew significantly to 81% from 44% a year ago,
while gross margin on maintenance revenues rose slightly to 77% compared to 74%
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 significantly due to the write-off of
capitalized software development costs taken in the second quarter of fiscal
1999. The gross margin on services revenues decreased to 49% compared to 57% in
the same period a year ago, as a result of specific fixed fee contracts in the
prior year which generated higher margins.
10
<PAGE>
Item 2. Management's Discussion and Analysis (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
-------------------------------------------------------
July 31, Percent July 31,
1999 Change 1998
----------------- ------------ -----------------
<S> <C> <C> <C>
Gross product development costs $ 2,228 (31) % $ 3,240
Percentage of total revenues 27 % 50 %
Less: Capitalized development (792) (34) % (1,191)
Percentage of gross prod. dev. costs 36 % 37 %
----------------- ------------ -----------------
Product development expenses $ 1,436 (30) % $2,049
Percentage of total revenues 17 % 31 %
</TABLE>
Gross product development costs decreased 31% in the quarter ended July 31, 1999
compared to a year ago, as the Company managed its development expenses downward
as a part of overall cost containment efforts undertaken in response to the
market slowdown. Capitalized development decreased as well, declining 34% from a
year ago, while the rate of capitalized development as a percentage of gross
product development costs remained comparable at 36% versus 37% a year ago.
Product development expenses, as a percentage of total revenues, decreased to
17% from 31% a year ago, due to the increase in total revenues as well as
decreased product development costs. 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 decreased 16% from a year ago.
As a percentage of total revenues, sales and marketing expenses were 42% for the
quarter ended July 31, 1999 compared to 64% for the quarter ended July 31, 1998.
This decrease was due to the increase in overall revenues, as well as more
efficient control of sales and marketing expenditures.
The mix of revenues generated between the direct and indirect (mainly American
Software) sales channels also contributed to the decrease in the cost of sales
and marketing as a percentage of total revenues. For sales generated from the
indirect sales channels, the Company generally incurs sales commissions which
are substantially higher than those incurred by the Company's direct channel.
For the quarter ended July 31, 1999, decreased sales and marketing expenditures
were also due to the decreased proportion of international revenue produced by
one of the Company's independent indirect sales channels, which carries a
commission rate of 50%.
GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased 51% to
approximately $639,000 from a year ago, mainly as a result of the Company's
reduction in employees and the resulting drop in administrative costs. For the
three months ended July 31, 1999, the average number of employees was
approximately 175, compared to approximately 215 for the three months ended July
31, 1998.
OTHER INCOME:
Other income is comprised of investment earnings from the net proceeds of the
Company's initial public offering. The Company's investments are generally short
term in nature. For the quarter ended July 31, 1999, these investments generated
a yield of approximately 5.2%.
11
<PAGE>
Item 2. Management's Discussion and Analysis (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 July 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 July 31, 1998.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
By November 6, 1997, the Company had 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.
The Company's operating activities provided cash of approximately $4.4 million
in the three months ended July 31, 1999, and provided cash of approximately
$737,000 in the same period of the prior year. The cash provided by operations
during the three months ended July 31, 1999, was primarily attributable to a
decrease in accounts receivable of approximately $1.9 million, net earnings of
$828,000, non-cash depreciation and amortization expense of $740,000, an
increase in deferred revenues of $690,000, and an increase in accounts payable,
accrued costs and other current liabilities of $394,000. This was partially
offset by an increase in prepaid expenses and other current assets of $144,000.
The cash provided by operations during the same period of the prior year was
attributed to a decrease in accounts receivable of approximately $1.5 million,
non-cash depreciation and amortization expense of $1.2 million, an increase in
accounts payable, accrued costs and other current liabilities of $985,000, and
an increase in deferred revenues of $591,000. This was partially offset by a net
loss of $3.4 million.
Cash used in investing activities was approximately $2.9 million and $2.8
million for the three months ended July 31, 1999 and 1998, respectively. For the
three months ended July 31, 1999, cash used in investing activities consisted
primarily of $2.0 million for the net purchase of investments, and $792,000 in
capitalized software development costs. For the three months ended July 31,
1998, the majority of cash used in investing activities consisted primarily of
$1.2 million in capitalized software development costs, $763,000 for the
purchase of a minority interest in a business, and $443,000 for the net purchase
of investments.
Cash used in financing activities totaled approximately $224,000 and $1.4
million for the three months ended July 31, 1999 and 1998, respectively. In both
periods these amounts were used for the repurchase of the Company's common
stock.
Days Sales Outstanding (DSO) in accounts receivable were 59 days as of July 31,
1999, compared to 129 days as of July 31,1998, and 85 days as of April 30, 1999.
This reduction was due primarily to improved collection efforts by the Company,
as well as the significant impact of the billing and collecting of one large
customer transaction within the quarter ended July 31, 1999. The Company expects
its future DSO level to be approximately 90-95 days.
The Company's current ratio on July 31, 1999 was 3.24 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
12
<PAGE>
Item 2. Management's Discussion and Analysis (continued)
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 September 10, 1999, the Company had
purchased a cumulative total of 472,700 shares at a total cost of approximately
$3.8 million.
Year 2000 Readiness Disclosure
The Company has reviewed and continues to evaluate any 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 expects its Year 2000
readiness program to be completed by the Year 2000.
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.
13
<PAGE>
Item 2. Management's Discussion and Analysis (continued)
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 95% of its remediation. The Company estimates that its remediation and
testing will be completed by September 30, 1999.
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 and continues to take 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.
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, thus resulting in
potentially stalled market sales within the industry. 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 July 31, 1999, the Company generated
4% 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 July 31, 1999
was approximately $16.0 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.
14
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)
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.
.
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
- ------- ---------------------------------------------------
None.
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
July 31, 1999.
15
<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 September 10, 1999 /s/ J. Michael Edenfield
--------------------------- -----------------------------------
J. Michael Edenfield
President, Chief Executive Officer
DATE September 10, 1999 /s/James M. Modak
--------------------------- -----------------------------------
James M. Modak
Chief Financial Officer and Sr. VP
16
<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
July 31,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Common Stock:
Weighted average common 13,402 13,563
shares outstanding
Dilutive effect of outstanding
stock options * 205 -
------------ ------------
Total 13,607 13,563
------------ ------------
Net earnings (loss) $ 828 $ (3,420)
============ ============
Earnings (loss) per common share
Basic $ 0.06 $ (0.25)
============ ============
Diluted $ 0.06 $ (0.25)
============ ============
</TABLE>
* Stock options are not included in the three months ended July 31, 1998
calculation because they would have an anti-dilutive effect on the loss per
share.
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> APR-30-2000 APR-30-1999
<PERIOD-START> MAY-01-1999 MAY-01-1998
<PERIOD-END> JUL-31-1999 APR-30-1999
<CASH> 10,927 9,695
<SECURITIES> 16,035 14,024
<RECEIVABLES> 6,080 7,849
<ALLOWANCES> 579 447
<INVENTORY> 0 0
<CURRENT-ASSETS> 33,050 31,565
<PP&E> 3,324 3,185
<DEPRECIATION> 1,430 1,296
<TOTAL-ASSETS> 42,363 40,678
<CURRENT-LIABILITIES> 9,835 8,751
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 30,070 29,468
<TOTAL-LIABILITY-AND-EQUITY> 42,363 40,678
<SALES> 0 0
<TOTAL-REVENUES> 8,369 27,017
<CGS> 0 0
<TOTAL-COSTS> 2,276 10,095
<OTHER-EXPENSES> 5,592 26,204
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (327) (1,274)
<INCOME-PRETAX> 828 (8,008)
<INCOME-TAX> 0 100
<INCOME-CONTINUING> 828 (8,108)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 828 (8,108)
<EPS-BASIC> .06 (.60)
<EPS-DILUTED> .06 (.60)
</TABLE>
