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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 28, 1998
MANUGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22154 52-1469385
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(Address of principal executive offices) (Zip Code)
(301) 984-5000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
As previously reported by Manugistics Group, Inc. (the "Company"),
effective June 1, 1998, the Company, through a newly-formed, wholly-owned
subsidiary, acquired all of the capital stock of TYECIN Systems, Inc.
("TYECIN") (such transaction being referred to as the "Merger"). The Merger
was effected pursuant to a certain Agreement and Plan of Merger dated June 1,
1998, by and among the Company, TYECIN, and certain other persons. The Company
has accounted for the Merger as a pooling of interests.
In its Current Report on Form 8-K dated July 15, 1998, the Company
reported, among other information: (i) selected supplemental consolidated
financial data with respect to the Company for each of the five fiscal years
in the period ended February 28, 1998; and (ii) the supplemental consolidated
balance sheets of the Company as of February 28, 1998 and 1997, and the
related supplemental consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended
February 28, 1998. Such supplemental financial data and financial statements
give retroactive effect to the Merger which, as noted above, has been
accounted for as a pooling of interests.
The Company has determined to report the unaudited condensed
consolidated financial results of the third and fourth quarters of fiscal year
ended February 28, 1998, also giving retroactive effect to the Merger, as set
forth below.
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MANUGISTICS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)
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<CAPTION>
Three Months Ended
November 30, February 28,
1997 1998
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<S> <C> <C>
REVENUES:
License fees $ 23,014 $ 41,872
Services 19,145 21,456
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Total revenues 42,159 63,328
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OPERATING EXPENSES:
Cost of license fees 2,652 3,331
Cost of services 8,677 10,262
Sales and marketing 14,520 23,707
Product development 7,831 11,293
General and administrative 3,365 4,751
Purchased research and development - 47,340
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Total operating expenses 37,045 100,684
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(LOSS) INCOME FROM OPERATIONS 5,114 (37,356)
OTHER INCOME-NET 1,185 965
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NET (LOSS) INCOME BEFORE INCOME TAXES 6,299 (36,391)
(BENEFIT) PROVISION FOR INCOME TAXES 2,504 (14,518)
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NET (LOSS) INCOME $ 3,795 $ (21,873)
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NET (LOSS) INCOME PER SHARE-BASIC $0.16 ($0.89)
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NET (LOSS) INCOME PER SHARE-DILUTED $0.14 ($0.89)
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SHARES USED IN SHARE COMPUTATION
BASIC 24,228 24,633
DILUTED 26,940 24,633
PRO FORMA FINANCIAL INFORMATION:
PRO FORMA NET INCOME $ 3,795 $ 6,734 (a)
PRO FORMA INCOME PER SHARE-BASIC $0.16 $0.27 (a)
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PRO FORMA INCOME PER SHARE-DILUTED $0.14 $0.25 (a)
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SHARES USED IN SHARE COMPUTATION
BASIC 24,228 24,633
DILUTED 26,940 27,342
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(a) The pro forma net income and related per share amounts for the three months
ended February 28, 1998 reflect the operating results of the Company,
excluding the impact of a non-recurring charge of $47.3 million in
connection with the write-off of purchased research and development which
had not yet reached technological feasibility and had no alternative future
use.
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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 hereunto duly authorized.
MANUGISTICS GROUP, INC.
Date: September 28, 1998 By: /s/ PETER Q. REPETTI
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Peter Q. Repetti
Senior Vice President and Chief
Fianancial Officer
(Principal Financial Officer
and Chief Accounting Officer)
