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 January 31, 2003
OR
o 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 (State or other jurisdiction of incorporation or organization) |
58-2281338 (IRS Employer Identification Number) |
| 470 East Paces Ferry Road, N.E., Atlanta, Georgia (Address of principal executive offices) |
30305 (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 o
Indicate the number of shares outstanding of the issuer’s common stock, as of the latest practicable date.
| Class Common Stock, no par value |
Outstanding at March 12, 2003 13,148,424 Shares |
LOGILITY, INC.
Form 10-Q
Quarter Ended January 31, 2003
Index
|
|
|
|
|
|
Page |
|
|
|
|
|
|
|
| Part I |
|
Financial Information |
| ||
|
|
|
|
|
|
|
|
|
|
Item 1. |
|
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Combined Balance Sheets (Unaudited) January 31, 2003 and April 30, 2002 |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
4 | |
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Combined Statements of Cash Flows (Unaudited) Nine Months Ended January 31, 2003 and 2002 |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Condensed Combined Financial Statements (Unaudited) |
6-10 |
|
|
|
|
|
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10-22 |
|
|
|
|
|
|
|
|
|
|
Item 3. |
|
22 | |
|
|
|
|
|
|
|
|
|
|
Item 4. |
|
22-23 | |
|
|
|
|
|
|
|
| Part II |
|
23-24 | |||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LOGILITY,
INC.
Condensed Combined Balance Sheets (Unaudited)
(in thousands, except share data)
|
|
|
January 31, |
|
April 30, |
| ||
|
|
|
|
|
|
| ||
| Current Assets: |
|
|
|
|
| ||
| Cash and cash equivalents |
|
$ |
11,002 |
|
$ |
7,721 |
|
| Investments |
|
13,983 |
|
15,391 |
| ||
| Trade accounts receivable, less allowance for doubtful accounts of $145 and $326 at January 31, 2003 and April 30, 2002, respectively: |
|
|
|
|
| ||
| Billed |
|
3,913 |
|
5,327 |
| ||
| Unbilled |
|
1,871 |
|
701 |
| ||
| Due from American Software, Inc. |
|
950 |
|
1,085 |
| ||
| Prepaid expenses and other current assets |
|
382 |
|
409 |
| ||
|
|
|
|
|
|
| ||
| Total current assets |
|
32,101 |
|
30,634 |
| ||
| Furniture and equipment, less accumulated depreciation and amortization |
|
667 |
|
1,056 |
| ||
| Capitalized development, less accumulated amortization |
|
7,131 |
|
7,490 |
| ||
| Other assets, net |
|
860 |
|
933 |
| ||
|
|
|
|
|
|
| ||
|
|
|
$ |
40,759 |
|
$ |
40,113 |
|
|
|
|
|
|
|
|
|
|
| Liabilities and Shareholders’ Equity: |
|
|
|
|
| ||
| Current liabilities: |
|
|
|
|
| ||
| Accounts payable |
|
$ |
117 |
|
$ |
624 |
|
| Accrued compensation and related costs |
|
1,504 |
|
1,549 |
| ||
| Other current liabilities |
|
1,361 |
|
1,309 |
| ||
| Deferred revenues |
|
5,256 |
|
4,966 |
| ||
|
|
|
|
|
|
| ||
| Total current liabilities |
|
8,238 |
|
8,448 |
| ||
| Deferred income taxes |
|
2,882 |
|
2,882 |
| ||
|
|
|
|
|
|
| ||
| Total liabilities |
|
11,120 |
|
11,330 |
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
| Shareholders’ equity: |
|
|
|
|
| ||
| Preferred stock: 2,000,000 shares authorized; no shares issued |
|
— |
|
— |
| ||
| Common stock, no par value; 20,000,000 shares authorized; 13,890,839 and 13,885,214 shares issued at January 31, 2003 and April 30, 2002, respectively |
|
— |
|
— |
| ||
| Additional paid–in capital |
|
44,712 |
|
44,703 |
| ||
| Accumulated deficit |
|
(10,324 |
) |
(11,374 |
) | ||
| Treasury stock, at cost – 731,415 and 663,107 shares at January 31, 2003 and April 30, 2002, respectively |
|
(4,749 |
) |
(4,546 |
) | ||
|
|
|
|
|
|
| ||
| Total shareholders’ equity |
|
29,639 |
|
28,783 |
| ||
|
|
|
|
|
|
| ||
|
|
|
$ |
40,759 |
|
$ |
40,113 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed combined financial statements (unaudited).
3
Item 1. Financial Statements (continued)
LOGILITY, INC.
Condensed Combined Statements of Operations
(Unaudited)
(In thousands, except per share data)
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
|
|
|
|
| ||||||||
|
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Revenues: |
|
|
|
|
|
|
|
|
| ||||
| License fees |
|
$ |
2,342 |
|
$ |
1,692 |
|
$ |
5,355 |
|
$ |
5,945 |
|
| Services and other |
|
1,335 |
|
2,776 |
|
4,112 |
|
7,873 |
| ||||
| Maintenance |
|
2,772 |
|
2,768 |
|
8,183 |
|
8,437 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Total revenues |
|
6,449 |
|
7,236 |
|
17,650 |
|
22,255 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Cost of revenues: |
|
|
|
|
|
|
|
|
| ||||
| License fees |
|
1,133 |
|
979 |
|
2,890 |
|
2,896 |
| ||||
| Services and other |
|
733 |
|
1,567 |
|
2,649 |
|
5,168 |
| ||||
| Maintenance |
|
443 |
|
550 |
|
1,390 |
|
1,506 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Total cost of revenues |
|
2,309 |
|
3,096 |
|
6,929 |
|
9,570 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Gross margin |
|
4,140 |
|
4,140 |
|
10,721 |
|
12,685 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
| Research and development |
|
1,312 |
|
1,406 |
|
4,047 |
|
4,291 |
| ||||
| Less: capitalized development |
|
(668 |
) |
(584 |
) |
(2,157 |
) |
(2,219 |
) | ||||
| Sales and marketing |
|
1,755 |
|
2,082 |
|
5,657 |
|
7,277 |
| ||||
| General and administrative |
|
898 |
|
824 |
|
2,590 |
|
2,545 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Total operating expenses |
|
3,297 |
|
3,728 |
|
10,137 |
|
11,894 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Operating income |
|
843 |
|
412 |
|
584 |
|
791 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Other income |
|
84 |
|
201 |
|
466 |
|
775 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Income before income taxes |
|
927 |
|
613 |
|
1,050 |
|
1,566 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Income taxes |
|
— |
|
— |
|
— |
|
— |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Net earnings |
|
$ |
927 |
|
$ |
613 |
|
$ |
1,050 |
|
$ |
1,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic net earnings per common share |
|
$ |
0.07 |
|
$ |
0.05 |
|
$ |
0.08 |
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted net earnings per common share |
|
$ |
0.07 |
|
$ |
0.05 |
|
$ |
0.08 |
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
| Basic |
|
13,177 |
|
13,242 |
|
<||||||||