MANUGISTICS GROUP INC
8-K, EX-99, 2000-12-21
PREPACKAGED SOFTWARE
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FOR IMMEDIATE RELEASE

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<CAPTION>
INVESTOR CONTACTS:    NATE WALLACE                        RAJ RAJAJI
<S>                   <C>                                <C>
                      Manugistics Group, Inc.             Manugistics Group, Inc.
                      Director, Investor Relations        Chief Financial Officer
                      301-984-5059                        301-984-5087

PRESS CONTACTS:       DIDI BLACKWOOD                      EAMON BOBOWSKI
                      Manugistics Group, Inc.             Ogilvy PR (For Manugistics)
                      [email protected]                   [email protected]
                      301-984-5330                        202-736-1652
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                  MANUGISTICS POSTS RECORD REVENUE, STRONG NET
                 INCOME, DRIVEN BY LICENSE FEES INCREASE OF 146
                      PERCENT OVER SAME QUARTER LAST YEAR

ROCKVILLE, MD. -- DECEMBER 19, 2000 -- Manugistics Group, Inc. (Nasdaq: MANU), a
leading global provider of intelligent supply chain and eBusiness solutions for
enterprises and marketplaces, today reported the results of its record third
quarter fiscal 2001 that reflect the company's growing profitability and market
momentum.

For the three-month period ended November 30, 2000, license fees increased 146
percent to $35.8 million from $14.6 million in the same quarter of the prior
year. Total revenues increased 96 percent to $70.0 million - the largest amount
of total revenue for any fiscal quarter in the company's operating history -
from $35.8 million in the same quarter of the prior year. During the third
quarter, the company announced a two-for-one stock split of Manugistics common
stock, which began trading on a post-split basis on December 8, 2000.

For the three month period ended November 30, 2000, net income excluding
non-cash stock compensation benefit was $3.4 million - or $.12 per basic and
$.10 per diluted share on a pre-split basis - and $.06 per basic and $.05 per
diluted share on a two-for-one split-adjusted basis. All other per-share amounts
found in this announcement reflect the two-for-one stock split of Manugistics
common stock. This net income excluding non-cash stock compensation benefit of
$3.4 million compares to a net loss of $4.8 million, or $.09 per basic and
diluted share, in the same quarter of the prior year. Including the non-cash
stock compensation benefit associated with the re-priced stock options granted
to employees in January, 1999, the company reported net income of $9.4 million,
or $.16 per basic and $.14 per diluted share, for the three-month period ended
November 30, 2000.

"Our focused, vertical market approach, and the significant investments we've
made in our solutions, are two key factors propelling Manugistics success and
momentum in the market," said Greg Owens, Manugistics' chief executive officer
and chairman designate. "We are providing the industry-specific solutions our
clients need to give them a competitive advantage in the market, furthering our
goal of outpacing the market growth rate."

"Our eBusiness offerings continue to gain traction - accounting for nearly 40
percent of our license fees this quarter," Owens continued. Key marketplace wins
include Elemica, a premier consortium-backed eMarketplace for the chemical
industry, and Instill, which is using

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Manugistics solutions to power a new eBusiness offering for foodservice.
Manugistics also continues to demonstrate its dominance in
transportation-related exchanges, signing new deals including Agora Europe - a
new transportation marketplace - and VALEPONTOCOM (an investment of Companhia
Vale do Rio Doce (CVRD)), which is nearing completion of Multistrata, a South
American logistics portal.

The company experienced continued strong demand in the third quarter for its
electronics and high technology solutions. In addition to the previously
announced deal with Cisco Systems to help it develop an extended global
collaborative supply chain network, Manugistics signed significant software
license contracts in the quarter with Emerson, Juniper Networks, Lexmark, and
NTT DoCoMo, Inc.

The company also signed significant new software licensing contracts in the
apparel, footwear and textiles; chemicals; consumer packaged goods; motor
vehicles and parts; transportation; and retail industries; and in the government
sector - where the company signed the largest deal in its operating history, a
contract with Andersen Consulting in support of the Defense Logistics Agency's
Business Systems Modernization program.

Owens continued, "Upon completing the acquisition of Talus Solutions, Inc.,
Manugistics will assume the leadership position in pricing and revenue
optimization, substantially differentiating our solutions from those of our
competition. We are already seeing considerable interest for these solutions
from within our installed client base - as well as in numerous joint sales
cycles - which we expect will begin to translate into revenue early in our next
fiscal year. More importantly, the integration of Talus' products into
Manugistics' core offerings is on track to produce an entirely new category of
solutions designed to help enterprises and marketplaces increase revenue, lower
operating costs, enhance profitability and accelerate growth." The Talus
acquisition is expected to close on December 21, 2000, subject to the completion
of normal closing requirements.

Rich Bergmann, Manugistics' newly announced president, commented further,
"Manugistics' industry domain expertise, and best-of-breed solutions with their
proven ease and speed of implementation, are enabling us to win business across
key industry verticals around the world. Companies are increasingly recognizing
Manugistics' leadership position in supply chain optimization and B2B
infrastructure, and the return on investment that our solutions can quickly
deliver," said Bergmann. "Our market momentum and strong sales execution have
enabled us to grow our sales pipeline, increase quarterly sales visibility, and
win against the competition."

For the nine-month period ended November 30, 2000, Manugistics' license fees
increased 135 percent to $90.3 million from $38.4 million in the same nine-month
period of the prior year. Total revenue grew 64 percent to $178.7 million from
$108.8 million in the same nine-month period last year. Net income excluding
non-cash stock compensation expense was $3.2 million or $.06 per basic and $.05
per diluted share, for the nine-month period ended November 30, 2000. This
pro-forma net income compares to the net loss of $7.9 million, or $.14 per basic
and diluted share, in the nine-month period ended November 30, 1999. Including
the non-cash stock compensation expense associated with the re-priced stock
options granted to employees in January, 1999, the company reported a net loss
of $11.4 million, or $.20 per basic and diluted share, for the nine-month period
ended November 30, 2000.

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THIRD QUARTER HIGHLIGHTS:

        STRONG SALES EXECUTION IN THE UNITED STATES: The company signed
        significant software license agreements with U.S.-based corporations
        such as Cisco Systems, Inc., The Astec Power Division of Emerson,
        FreightWise, Inc., Harley-Davidson, Inc., Juniper Networks, Inc.,
        Lexmark International, Inc., Levi Strauss & Co., Scholastic, Inc. and
        the Vulcan Chemical Business Group of Vulcan Materials Company.

        INCREASED MARKET PENETRATION GLOBALLY: In addition to key wins in the
        United States, the company signed significant software license
        agreements throughout the rest of the Americas, across Europe, and in
        Asia and Australia, with companies such as Agora Europe S.A., Arnott's
        Biscuits Limited, Cabot Corporation, Diamant Boart S.A., Elemica
        Holdings Limited, Fabrica Nacional de Lija, S.A. de C.V., Geodis
        Logistics France, Elektra S.A. de C.V., Mitsui Chemicals, Inc., NTT
        DoCoMo, Inc., Parmalat Food, Inc., Unipart Group Ltd., and VALEPONTOCOM
        S.A.

        The company also executed an important strategic move into European
        government markets, announcing this past week that it had been awarded a
        Basic Order Agreement (BOA) by the NATO Consultation, Command and
        Control Agency (NC3A). The agreement gives NATO's 19 member nations, 27
        partner countries, and numerous governmental agencies - including NC3A -
        direct access to Manugistics' solutions.


        SUCCESSFUL CONVERTIBLE NOTE PLACEMENT: During the third quarter,
        Manugistics successfully completed a private placement of $250 million
        principal amount of 5% Convertible Subordinated Notes due 2007. The
        company received total net proceeds of approximately $242 million from
        the completed offering. As previously announced, the company expects to
        use the net proceeds for working capital and general corporate purposes,
        including capital expenditures and research and development. The company
        may also use portions of the net proceeds to acquire businesses,
        products, and technologies that complement or expand its business.


        LEADERSHIP DEVELOPMENTS: As previously announced, company founder
        William M. Gibson, chairman of the board of directors, plans to retire
        at the end of the company's fiscal year on February 28, 2001. With the
        recommendation of Gibson, the board named Greg Owens chairman designate,
        to succeed Gibson upon his retirement. Owens continues to serve as chief
        executive officer, relinquishing the title of president.


        The company also made two key leadership appointments.


        Richard F. Bergmann was named president of the company. Prior to
        becoming president, Bergmann was Manugistics' executive vice president
        of global sales and services, leading a team recognized for world-class
        sales execution and delivery of Manugistics' supply chain and eBusiness
        solutions.

        The company named Gregory C. Cudahy executive vice-president of pricing
        and revenue management. In this new position, Cudahy will be responsible
        for the Talus pricing and revenue optimization solutions and integrating
        them into Manugistics' core business. In addition, he will provide
        leadership for Manugistics strategic consulting efforts on a
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        global basis. Cudahy was formerly the partner responsible for the North
        American practice of Andersen Consulting's Supply Chain Management (SCM)
        Line of Business.

        ENVISION2000 EUROPE AND JAPAN: Manugistics built on the success of its
        enVISION2000 client conference held this past July in Orlando, Fla.,
        holding two additional conferences in Europe (Cannes) and Japan (Tokyo).
        Attendance at the three-day European event was more than double last
        year's, with strong partner and client presence representing 19
        countries - evidence of Manugistics' increased momentum across the
        region. In Japan, attendance jumped 50 percent at the event over last
        year. The event was sponsored by such leading Japanese companies as
        Fujitsu, NEC, NTT Communications, and Nippon Steel.


CONFERENCE CALL INFORMATION


Manugistics has scheduled a simultaneous conference call and Web-cast for
Tuesday, December 19, 2000 at 5:00 PM Eastern Standard Time to discuss the
company's performance in its third quarter of fiscal 2001. Interested parties
may listen to the Web-cast by going to the Web-cast by going to
http://www.manugistics.com/ir/


A recording of the call will be available from 7:00 PM EST Tuesday, December
19th through 7:00 PM EST Thursday, December 21st. To listen to the recording,
callers within North America may call 1-800-633-8284. Callers outside North
America may call 858-812-6440. Callers to the recording will be required to
enter the access number for this call, which is 17162597.


ABOUT MANUGISTICS GROUP, INC.

Headquartered in Rockville, Md., Manugistics Group, Inc. is a leading global
provider of intelligent supply chain and eBusiness solutions for enterprises and
marketplaces. With nearly 1000 clients, Manugistics helps power intelligent
decisions for profitable growth in leading companies such as 3Com, Amazon.com,
BP, Brown & Williamson, Coca-Cola Bottling, Compaq, DuPont, eConnections,
FreightWise, General Electric, Harley-Davidson, Hormel, Nestle, Texas
Instruments and Unilever.


FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that are subject to risks
and uncertainties, and there are important factors that could cause actual
results to differ materially from those anticipated by such statements. Certain
of such statements may be identified by use of words or phrases such as
"anticipate," "believe," "continue," "estimate," "expect," "foresee," "future,"
"intend," "optimistic," "positioned," "well-positioned" or "will." A discussion
of these factors is set forth in the company's Annual Report on Form 10-K for
the year ended February 29, 2000, and the Company's subsequent Quarterly Reports
on Form 10-Q (in each case under the caption "Factors That May Affect Future
Results," within the section titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the reports) and
other reports and documents filed with the Securities and Exchange Commission
which are publicly available. Copies of these documents may also be obtained by
contacting the company's



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Investor Relations department at 301-984-5409. The company assumes no obligation
to update the information contained in this press release.

                                       ###

Manugistics is a registered trademark, and the Manugistics logo, the phrase
"Leveraged Intelligence," and NetWORKS are trademarks, of Manugistics Group,
Inc. All other product or company names mentioned are used for identification
purposes only, and may be trademarks of their respective owners. Additional
information about Manugistics can be found at the company's site on the World
Wide Web, at http://www.manugistics.com





                    MANUGISTICS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

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                                               November 30,       February 29,
                                                  2000                2000
                                           ------------------- -------------------
                                               (Unaudited)
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ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                     $  25,779             $  34,051

   Marketable securities                           254,995                17,496

   Accounts receivable - net                        72,094                38,705

   Other current assets                              6,314                 9,252
                                           -----------------   -------------------
           Total current assets                    359,182                99,504

PROPERTY AND EQUIPMENT - NET                        14,529                14,157

NONCURRENT ASSETS:
   Software development costs - net                 16,046                16,514
   Intangibles and other assets - net               18,210                 9,477
   Deferred tax asset                               26,165                12,776
                                           -----------------   -------------------
TOTAL                                           $  434,132             $ 152,428
                                           =================   ===================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                               $  5,613              $  5,792
   Accrued liabilities                              31,663                19,024
   Restructuring Accruals                            1,674                 5,130
   Line of Credit                                        -                 6,000
   Deferred revenue                                 32,592                26,727
                                           -----------------   -------------------
          Total current liabilities                 71,542                62,673

LONG-TERM LIABILITIES                              250,116                   283

LONG-TERM RESTRUCTURING ACCRUAL                      2,254                 2,754

STOCKHOLDERS' EQUITY                               110,220                86,718
                                           -----------------   -------------------
TOTAL                                           $  434,132             $ 152,428
                                           =================   ===================

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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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                                              Three Months Ended          Nine Months Ended
                                                   November 30,              November 30,
                                           ----------    ----------    ---------  ----------
                                             2000          1999          2000       1999
                                           ----------    ----------    ---------  ----------
<S>                                       <C>            <C>          <C>        <C>
REVENUES:
   License fees                            $ 35,807      $ 14,571    $  90,290    $ 38,423
   Services                                  20,557         9,631       49,096      36,794
   Solution support                          13,632        11,592       39,279      33,565
                                           ----------    ----------    ---------  ----------
     Total revenues                          69,996        35,794      178,665     108,782
                                           ----------    ----------    ---------  ----------

OPERATING EXPENSES:
   Cost of license fees                       4,772         3,686       14,365       9,596
   Cost of services                          14,344        10,789       39,636      32,703
   Sales and marketing                       30,710        15,074       78,844      43,212
   Product development                        8,964         7,516       25,179      21,977
   General and administrative                 5,972         3,896       16,282      11,736
   Restructuring costs                            -          (17)            -       (699)
   Non-cash stock compensation (benefit)
   expense                                  (6,073)             -       14,638          -
                                           ----------    ----------    ---------  ----------
     Total operating expenses                58,689        40,944      188,944     118,525
                                           ----------    ----------    ---------  ----------

INCOME (LOSS) FROM OPERATIONS                11,307       (5,150)     (10,279)     (9,743)

OTHER INCOME-NET                                306           360        1,021       1,235
                                           ----------    ----------    ---------  ----------

NET INCOME  (LOSS) BEFORE INCOME TAXES       11,613       (4,790)      (9,258)     (8,508)


PROVISION (BENEFIT) FOR INCOME TAXES          2,190            15        2,154       (657)
                                           ----------    ----------    ---------  ----------

NET INCOME  (LOSS)                         $  9,423      $(4,805)    $ (11,412)   $(7,851)
                                           ==========    ==========    =========  ==========


NET INCOME (LOSS) PER SHARE  -BASIC        $   0.16      $ (0.09)    $   (0.20)   $ (0.14)
                                           ==========    ==========    =========  ==========
NET INCOME (LOSS) PER SHARE -DILUTED       $   0.14      $ (0.09)    $   (0.20)   $ (0.14)
                                           ==========    ==========    =========  ==========

SHARES USED IN SHARE COMPUTATION
    BASIC                                    57,969        55,180        57,083     54,594
    DILUTED                                  66,224        55,180        57,083     54,594

PER SHARE EXCLUDING NON-CASH  STOCK
COMPENSATION (BENEFIT) EXPENSE
NET INCOME ( LOSS) PER SHARE-BASIC          $  0.06        (0.09)         0.06      (0.14)
                                            ==========   ==========    ========== ==========
NET INCOME (LOSS) PER SHARE-DILUTED         $  0.05      $ (0.09)    $    0.05    $ (0.14)
                                           ==========    ==========    =========  ==========

SHARES USED IN SHARE COMPUTATION
    BASIC                                    57,969        55,180        57,083     54,594
    DILUTED                                  66,224        55,180        64,471     54,594
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