Presentation and Summary of Significant Accounting Policies | Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements (the "condensed consolidated financial statements") have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at January 31, 2025, results of operations for the three and nine months ended January 31, 2025 and 2024, consolidated statements of shareholders’ equity for the three and nine months ended January 31, 2025 and 2024, and cash flows for the nine months ended January 31, 2025 and 2024. The Company’s results for the three and nine months ended January 31, 2025 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 (the "Annual Report"). The terms “fiscal 2025” and “fiscal 2024” refer to our fiscal years ending April 30, 2025 and 2024, respectively. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Note 1 in the Notes to Consolidated Financial Statements contained in the Annual Report describes the significant accounting policies that we have used in preparing our condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue reserves and allowances. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could differ materially from these estimates under different assumptions or conditions. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Logility Supply Chain Solutions, Inc. (formerly known as "American Software, Inc. until October 1, 2024 and, referred to herein as “Logility Parent"), and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. In September 2023, we disposed of our 100% equity interest in our information technology staffing firm, The Proven Method ("TPM") for approximately $2.1 million in cash. For further information regarding the transaction, see Note F to the accompanying condensed consolidated financial statements. Reclassification of Class B Common Stock On August 20, 2024, Logility Parent consummated a reclassification (the “Reclassification”) of Logility Parent's common stock to eliminate its Class B Common Stock. In connection with the Reclassification, Logility Parent issued 2,185,904 shares of Class A Common Stock to James C. Edenfield, the beneficial owner of all of the issued and outstanding shares of the Class B Shares (the “Class B Shareholder”), pursuant to that certain Reclassification Agreement, dated April 10, 2024 (the “Reclassification Agreement”), by and between Logility Parent and the Class B Shareholder. Pursuant to the Reclassification Agreement, Logility Parent amended and restated its Amended and Restated Articles of Incorporation (the “Second Amended and Restated Articles”), which Logility Parent filed with the Secretary of State of the State of Georgia on August 21, 2024 (the “Effective Time”) to give effect to the Reclassification and the other amendments approved by the Registrant’s shareholders at Logility Parent’s annual meeting of shareholders held on August 20, 2024. Following the Effective Time, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged and converted into 1.2 shares of Logility Parent’s Common Stock (formerly known, after giving effect to the Second Amended and Restated Articles, as Class A Common Stock and, referred to herein as "Common Stock" or "Class A Common Stock"). The shares issued to the Class B Shareholder were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. In accordance with ASC 260, Earnings Per Share , net (loss) earnings per share attributable to common shareholders was reduced by the excess of the fair value of the common shares issued over the carrying amount of the Class B shares surrendered. For further information regarding this transaction, see Note D to the accompanying condensed consolidated financial statements. Merger Agreement On January 24, 2025, Logility Parent entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Logility Parent, Aptean, Inc., a Delaware corporation (“Aptean”), and Update Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Aptean (“Merger Sub”), pursuant to which Logility Parent will be acquired by Aptean by means of a merger of Merger Sub with and into Logility Parent (the “Merger”), with Logility Parent surviving the Merger as a wholly owned subsidiary of Aptean. The Merger and the other transactions contemplated by the Merger Agreement are referred to as the “Transactions.” Subject to the terms and conditions set forth in the Merger Agreement, at the time that the Merger becomes effective (the “Merger Effective Time”), each share of Logility Parent’s common stock, par value $0.10 per share (the “Shares”), issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by Logility Parent as treasury stock, shares owned by any subsidiary of Logility Parent, shares held by Aptean or Merger Sub or any of their wholly owned subsidiaries and shares owned by shareholders who are entitled to exercise, and have properly exercised dissenters’ rights under Georgia law) will be converted automatically into the right to receive $14.30 in cash, without interest. Logility Parent's Board of Directors unanimously (1) adopted the Merger Agreement and determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of Logility Parent and Logility Parent’s shareholders, (2) approved the execution, delivery and performance of the Merger Agreement by Logility Parent and the consummation of the Transactions and (3) resolved to submit the Merger Agreement for approval by Logility Parent’s shareholders and recommend that Logility Parent’s shareholders approve the Merger Agreement and the Transactions (the "Logility Parent Shareholder Approval"). Consummation of the Merger is subject to various closing conditions, including, among others, (1) obtaining the Logility Parent Shareholder Approval; (2) the receipt of required regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the United Kingdom's National Security and Investment Act 2021; and (3) the absence of any order, judgment, injunction, or determination of a governmental entity (a “Restraint”) or applicable law prohibiting the consummation of the Merger, other than any Restraints or laws that are in jurisdictions that are immaterial to the business and operations of Aptean and Logility Parent or would have an immaterial effect on such parties. Subject to certain limitations, either party may terminate the Merger Agreement if (1) the Merger is not consummated on or before July 24, 2025 (the “Outside Date”), which date may be extended by Aptean, upon written notice to Logility Parent at least three days prior to the Outside Date, until October 24, 2025, under certain circumstances as specified in the Merger Agreement; (2) any order, judgment, injunction, award, decree or writ is adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any governmental entity preventing consummation of the Merger has become final and non-appealable; (3) the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon has not been obtained after conclusion of a duly held special meeting of the shareholders of Logility Parent (including any adjournments and postponements thereof); or (4) the breach of any covenants, representations or warranties on the part of the other party, which breach (a) would result in failure of a condition to the obligation of the terminating party to consummate the Merger and (b) is not cured within the earlier of the Outside Date and 45 days following written notice thereof to the breaching party. Completion of the Merger is currently expected to occur in the second quarter of calendar year 2025, subject.to customary regulatory approvals and the satisfaction of closing conditions detailed in the Merger Agreement. However, because the Merger cannot be completed until the conditions to closing of the Merger are satisfied, Logility Parent cannot assure completion by any particular date, if at all. The consummation of the Merger is not subject to any financing condition. If the Merger is completed, we will become a privately held company, meaning that our common stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”) and deregistered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as promptly as practical after the Merger Effective Time. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is included as an exhibit to this Quarterly Report on Form 10-Q, and described in more detail in Item 1.01 of our Current Report on Form 8-K filed with the SEC on January 28, 2025. Recent Accounting Pronouncements ASU 2023-07 — In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ", which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will begin providing the enhanced reportable segment financial disclosures effective with its Annual Report on Form 10-K as of and for the year ending April 30, 2025. ASU 2023-09 — In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosure s", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the United States and foreign jurisdictions. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is assessing the effect of this update on our consolidated financial statements and related disclosures. |