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, 1998
------------------
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: 0-12456
---------
AMERICAN SOFTWARE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1098795
------------------------------ ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(404) 261-4381
----------------------------------------------------
(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 each of the issuer's classes of
common stock, as of the latest practicable date.
Classes Outstanding at March 11, 1998
- ------------------------------------ -----------------------------
Class A Common Stock, $.10 par value 17,947,911 Shares
Class B Common Stock, $.10 par value 4,798,289 Shares
Exhibit Index on Page 14 Page 1 of 15
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Form 10-Q
Quarter ended January 31, 1998
Index
-----
Page
No.
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
- Unaudited - January 31, 1998 and April 30, 1997 3-4
Condensed Consolidated Statements of Operations
- Unaudited - Three Months and Nine Months ended
January 31, 1998 and January 31, 1997 5
Condensed Consolidated Statement of Shareholders' Equity
- Unaudited - Nine Months ended January 31, 1998 6
Condensed Consolidated Statements of Cash Flows
- Unaudited - Nine Months ended January 31, 1998
and January 31, 1997 7
Notes to Condensed Consolidated Financial Statements - Unaudited 8
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9-11
PART II - OTHER INFORMATION 12-13
2
PART I FINANCIAL INFORMATION
- ------
Item 1. Financial Statements
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands except share data)
(Unaudited)
January 31, 1998 April 30, 1997
---------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 25,813 $ 3,442
Investments 34,823 20,964
Trade accounts receivable, less allowance
for doubtful accounts of $1,182 at
January 31, 1998 and April 30, 1997 24,252 15,919
Unbilled accounts receivable 4,508 5,569
Current deferred income taxes 1,995 1,995
Refundable income taxes 1,115 1,060
Prepaid expenses and other current assets 2,314 1,766
------- -------
Total current assets 94,820 50,715
------- -------
Property and equipment, at cost 43,078 41,647
Less accumulated depreciation and
amortization 25,929 24,244
------- -------
Net property and equipment 17,149 17,403
------- -------
Capitalized computer software
development costs, net 29,698 28,171
Purchased computer software costs, net 786 846
------- -------
Total computer software costs 30,484 29,017
------- -------
Other assets, net 2,140 2,374
------- -------
$144,593 $99,509
======== =======
See accompanying notes to condensed consolidated financial statements.
3
(continued)
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets, Continued
(in thousands except share data)
(Unaudited)
January 31, 1998 April 30, 1997
---------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,826 $ 5,221
Accrued compensation and related costs 4,356 5,077
Accrued royalties 499 839
Other current liabilities 4,201 4,063
Deferred revenue 17,406 13,718
-------- -------
Total current liabilities 32,288 28,918
Deferred income taxes 5,842 3,134
-------- -------
Total liabilities 38,130 32,052
-------- -------
Minority interest in subsidiaries 7,548 305
-------- -------
Shareholders' equity:
Common stock:
Class A, $.10 par value. Authorized
50,000,000 shares; issued 19,275,131
shares at January 31, 1998 and
18,972,926 shares at April 30, 1997 1,928 1,897
Class B, $.10 par value. Authorized
10,000,000 shares; issued and outstanding
4,798,289 shares at January 31, 1998
and 4,815,289 shares at April 30,1997;
convertible into Class A shares on a
one-for-one basis 480 482
Additional paid-in capital 58,081 31,317
Retained earnings 50,651 45,430
-------- -------
111,140 79,126
Less Class A treasury stock, 1,357,427 shares at
January 31, 1998 and 1,330,251 shares
at April 30, 1997, at cost 12,225 11,974
-------- -------
Total shareholders' equity 98,915 67,152
-------- -------
$144,593 $99,509
======== =======
See accompanying notes to condensed consolidated financial statements.
4
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands except share and per share data)
(Unaudited)
Three Months Ended Nine Months Ended
January 31, January 31,
---------------------- -------------------------
1998 1997 1998 1997
-------- --------- --------- ----------
Revenues:
License fees $ 8,038 $ 8,165 $ 24,758 $ 20,567
Services 12,469 7,749 35,163 22,770
Maintenance 6,033 5,653 17,611 16,305
------- -------- -------- --------
Total revenues 26,540 21,567 77,532 59,642
------- -------- -------- --------
Cost of revenues:
License fees 2,103 1,816 6,065 4,761
Services 8,178 6,678 24,091 19,908
Maintenance 1,945 1,983 5,877 5,885
------- -------- -------- --------
Total cost of revenues 12,226 10,477 36,033 30,554
------- -------- -------- --------
Research and development expenses 5,185 3,850 15,441 12,197
Less: Capitalizable software (2,090) (2,278) (6,463) (7,606)
Marketing and sales expenses 6,641 5,392 18,603 15,442
General and administrative expenses 2,839 3,343 8,401 9,579
------- -------- -------- --------
Operating earnings (loss) 1,739 783 5,517 (524)
Other income, net 1,162 655 2,695 1,285
Minority interest (50) - (282) -
------- -------- -------- --------
Earnings before income tax expense 2,851 1,438 7,930 761
Income tax expense 982 292 2,709 374
------- -------- -------- --------
Net earnings $ 1,869 $ 1,146 $ 5,221 $ 387
Basic net earnings per common share $ .08 $ .05 $ .23 $ .02
Diluted net earnings per common share $ .08 $ .05 $ .21 $ .02
Weighted average common
shares outstanding: Basic 22,685,992 22,360,213 22,617,818 22,328,828
========== ========== ========== ==========
Diluted 24,484,798 23,832,951 24,614,151 23,887,307
========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
5
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
(in thousands except per share data)
(Unaudited)
Nine months ended January 31, 1998
----------------------------------------------------------------------------------------------
Common stock
-------------------------------------------
Class A Class B Additional
------------------------------------------ paid-in Retained Treasury Sharesholders
Shares Amount Shares Amount capital earnings stock equity
--------------------- ---------- ------- ---------- --------- -------- -------------
Balance at
April 30, 1997 18,972,926 $1,897 4,815,289 $482 $31,317 $45,430 $(11,974) $67,152
Net earnings -- -- -- -- -- 5,221 -- 5,221
Proceeds from issuance of
subsidiary common
stock -- -- -- -- 33,152 -- -- 33,152
Minority interest
resulting from
issuance of subsidiary
stock -- -- -- -- (6,970) -- -- (6,970)
Stock options exercised 285,205 29 -- -- 853 -- -- 882
Conversion of Class B
shares into Class A shares 17,000 2 (17,000) (2) -- -- -- --
Grants of compensatory
stock options -- -- -- -- 11 -- -- 11
Repurchase of 27,900
Class A shares -- -- -- -- -- -- (259) (259)
Repurchase of 26,500
Logility, Inc. shares -- -- -- -- (282) -- -- (282)
Proceeds from dividend
reinvestment and stock
purchase plan -- -- -- -- -- -- 8 8
---------- -------- --------- ------ ---------- --------- -------- -------
Balance at
January 31, 1998 19,275,131 $1,928 4,798,289 $480 $58,081 $50,651 $(12,225) $98,915
========== ======== ========= ====== ========== ========= ======== =======
See accompanying notes to condensed consolidated financial statements.
6
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands except share data)
(Unaudited)
Nine Months Ended
-------------------
January 31,
------------------
1998 1997
------- -------
Cash flows from operating activities:
Net earnings $ 5,221 $ 387
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 7,402 5,538
Equity in loss of investee -- 449
Minority interest in subsidiary earnings 282 --
Net gain on investments (1,234) (621)
Other 211 9
Deferred income taxes 2,708 --
Change in operating assets and liabilities:
Net increase in money market funds (5,920) (175)
Purchases of investments (1,969) (47)
Proceeds from sales and maturities of investments 4,989 6,528
Accounts receivable (7,272) (2,018)
Prepaids and other assets (845) (163)
Accounts payable and other accrued liabilities (318) 1,463
Income taxes (55) 81
Deferred revenue 3,688 (1,182)
------- -------
Net cash provided by operating activities 6,888 10,249
------- -------
Cash flows from investing activities:
Capitalized software development costs (6,463) (7,606)
Purchase of investments (9,724) --
Purchases of property and equipment (1,831) (1,066)
------- ------
Net cash used in investing activities (18,018) (8,672)
------- ------
Cash flows from financing activities:
Repurchase of common stock (541) --
Proceeds, net, from initial public offering of
Logility, Inc. 33,152 --
Proceeds from exercise of stock options 882 287
Proceeds from dividend reinvestment
and stock purchase plan 8 3
------- ------
Net cash provided by financing activities 33,501 290
------- ------
Net increase in cash 22,371 1,867
Cash at beginning of period 3,442 1,947
------- ------
Cash at end of period $25,813 $3,814
======= ======
Supplemental disclosure of cash paid during the
period for income taxes $ 27 $ 64
======= ======
See accompanying notes to condensed consolidated financial statements.
7
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements - Unaudited
January 31, 1998
A. Basis of Presentation
---------------------
The accompanying condensed consolidated financial statements 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. These financial
statements should be used in conjunction with the consolidated financial
statements and related notes contained in the 1997 Annual Report on Form 10-
K. The financial information presented in the condensed consolidated
financial statements reflects all normal recurring adjustments which are, in
the opinion of management, necessary for a fair presentation of the period
indicated. Certain reclassifications were made to fiscal 1997 amounts to
conform to classifications adopted in fiscal 1998.
B. Net Earnings Per Share of Common Stock
--------------------------------------
On January 31, 1998, the Company adopted Statement of Financial Accounting
Standards No. 128, Earnings per Share ("SFAS No. 128"), which prescribes the
calculation methodology and financial reporting requirements for basic and
diluted earnings per share. Basic earnings per common share available to
common shareholders are based on the weighted average number of common shares
outstanding. Diluted earnings per common share available to common
shareholders are based on the weighted average number of common shares
outstanding and dilutive potential common shares, such as dilutive stock
options. All prior period net earnings data presented in these condensed
consolidated financial statements have been restated to conform to the
provisions of SFAS No. 128.
C. Completion of Initial Public Offering
-------------------------------------
On October 10, 1997, Logility, Inc., a subsidiary of the Company,
successfully completed its initial public offering of common stock.
Logility, Inc. sold 2.2 million shares of Common Stock in the initial public
offering for $31.9 million less issuance costs of $3.1 million. After the
offering, the Company owned 83.7% of Logility, Inc.'s common stock.
On November 6, 1997, Logility, Inc. sold 330,000 shares of Common Stock as
part of the underwriters' overallotment from the initial public offering for
$4.8 million less issuance costs of approximately $407,000. After the
overallotment closing, the Company owns 81.7% of Logility, Inc.'s common
stock.
8
AMERICAN SOFTWARE, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
ITEM 2
RESULTS OF OPERATIONS
- ---------------------
For the quarter ended January 31, 1998 revenues totaled $26.5 million, up 23%
from $21.6 million in the corresponding quarter of fiscal 1997. Revenues for
the nine months ended January 31, 1998 totaled $77.5 million, up 30% from $59.6
million in the prior year period. Software license fee revenues were 2% lower
than the third quarter of fiscal 1997 and 20% higher for the nine month period
ended January 31, 1998 compared to the prior year. License fee revenues from the
Company's client server offerings (which include Flow Manufacturing and
subsidiary Logility's products) constituted 63% and 60%, respectively, of the
total license fee revenues for the three and nine month periods ended January
31, 1998 compared to the prior year comparable periods, when they comprised 53%
and 43% of those revenues, respectively.
Services revenues were 61% higher than the corresponding quarter a year ago and
54% higher on a nine month basis versus fiscal 1997. The Company believes this
was caused by 1) the upward trend in license fee revenues, 2) an increase in
the demand for professional services in assisting customers to prepare their
software for the year 2000, 3) an improvement in the Company's ability to offer
a more comprehensive package of services for its client server offerings and 4)
an increase in the average rates charged for professional services.
Maintenance revenues increased 7% from the third quarter of fiscal year 1997 and
increased 8% for the nine months ended January 31, 1998 compared to the prior
year period. The increase for both the quarter and the nine months ended
January 31, 1998 is due to increased license fees realized in prior quarters, as
new licenses are the source of new maintenance customers and therefore future
maintenance income streams.
The cost of revenues for license fees increased 16% compared to the third
quarter of fiscal 1997 and 27% for the nine month comparable period due
primarily to higher amortization of capitalized software. The cost of license
fee revenues is expected to increase further in future quarters as the Company
introduces its new ERP client server product offerings into the marketplace and
the capitalized software development costs of those products begin amortization.
The cost of services increased 22% versus the same quarter a year ago and 21%
for the nine month comparable period due to increased headcount in the
professional services area to meet a higher volume of professional services
contracts. This increase was offset by a decrease in operating expense levels in
the network management area. Maintenance costs decreased 2% compared to the year
ago third quarter and were substantially unchanged on a nine month basis versus
fiscal 1997, based on time spent providing maintenance to the Company's
customers.
9
Research and development expenditures increased 35% and 27% as compared to the
third quarter and nine months of fiscal 1997, respectively, with a 19% and 20%
decrease in the percentage of these expenditures that were capitalized for those
respective periods. The increase in research and development expense is due to
primarily increased headcount levels in the product development groups. The
decrease in the amounts of those research and development expenses capitalized
primarily relate to higher amounts of time spent by Company personnel in
designing new products, as the time spent in design is expensed currently.
Marketing and sales expenses increased 23% over the corresponding quarter of
fiscal 1997, due to an increase in sales and marketing personnel and marketing
related activities.
General and administrative expenses decreased 15% for the quarter and decreased
12% for the nine months over the same periods in fiscal 1997. These expenses
decreased in several categories and were specifically reduced by the closure of
a sales office in Singapore in May 1997 and the elimination of rented space at
the Company's Atlanta offices in March 1997.
Other income increased 77% compared to the third quarter of fiscal 1997 and
increased 110% for the nine months ended January 31, 1998 compared to the prior
year period due principally to the addition of approximately $33.2 million to
the Company's cash and investment portfolio from funds received from the initial
public offering by Logility, Inc.
Logility, Inc., a subsidiary of the Company, completed its initial public
offering of 16.3% of its Common Stock on October 10, 1997. An additional 2% of
its common stock was sold as part of the underwriters' overallotment on November
6, 1997. A minority interest in subsidiary earnings has been recorded for the
portion of Logility, Inc.'s earnings not owned by the Company.
The effective tax rate was 34% for the three and nine month periods ended
January 31, 1998 as compared to 20% in the third quarter of fiscal 1997. This
increase was due to the fact that the Company experienced a net loss in the
quarter ended July 31, 1996 and did not record a deferred tax asset for the net
operating loss carryforward. The effective tax rate was therefore lowered in
subsequent quarters of fiscal 1997 as the Company was profitable.
FINANCIAL CONDITION
- -------------------
The Company's operating activities provided cash of approximately $6.8 million
and $10.2 million for the nine months ended January 31, 1998 and 1997,
respectively. This decrease of approximately $3.4 million occurred while the
Company had net earnings of approximately $5.2 million for the nine months ended
January 31, 1998 and net earnings of approximately $400,000 for the prior year
period. The primary reasons for this difference were the transfer of
approximately $5.9 million to money market accounts, purchases of investments of
approximately $2.0 million and a substantial increase in accounts receivable in
the current period, partially offset by an increase of approximately $1.9
million for depreciation and amortization, and an increase in deferred revenue
of $4.9 million primarily due to an increase in maintenance billings of which a
large proportion are on a calendar year basis.
10
Cash used for investing activities was approximately $18.0 million for the nine
months ended January 31, 1998 and approximately $8.7 million in the prior year
period. Comparing these two periods, capitalized software development costs
decreased approximately $1.1 million, purchases of investments increased to $9.7
million and purchases of property and equipment increased approximately $.8
million between the nine months ended January 31, 1998 and 1997.
Cash provided by financing activities was approximately $33.5 million for the
nine months ended January 31, 1998 and approximately $.3 million in the prior
year period. The increase in cash provided between these two periods was due to
the proceeds received by Logility, Inc. a subsidiary of the Company, from the
sale of 16.3% of its stock in an initial public offering, the initial closing of
which took place on October 10, 1997, and an additional 2% of its common stock,
which was sold as part of the underwriters' overallotment on November 6, 1997.
The Company's consolidated balance sheet remains strong with a current ratio of
2.9 to 1. Liquidity also remains strong with cash and investments totaling 42%
of total assets. The Company believes that existing cash and short-term
investments as well as cash from operations will be sufficient to meet its
operational objectives for at least the next twelve month period.
In October 1997, the Accounting Standards Executive Committee issued Statement
of Position 97-2, Software Revenue Recognition. SOP 97-2 is effective for
financial statements for fiscal years beginning after December 15, 1997
(commencing May 1, 1998 for the Company).
IMPORTANT CONSIDERATIONS RELATED TO FORWARD-LOOKING STATEMENTS
- --------------------------------------------------------------
It should be noted that this discussion contains forward-looking statements
which are subject to substantial risks and uncertainties. There are a number of
factors which could cause actual results to differ materially from those
anticipated by statements made herein. 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. Such 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.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------
Not applicable
11
PART II OTHER INFORMATION
- -------
Item 1. Legal Proceedings
- ------- -----------------
Not applicable
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
- ------- ---------------------------------------------------
Not applicable.
Item 5. Other Information
- ------- -----------------
Not applicable
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibit 11 Statement re: computation of Per Share Earnings.
(b) No reports on Form 8-K were filed during the quarter ended January
31, 1998.
12
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.
AMERICAN SOFTWARE, INC.
DATE March 13, 1998 /s/ James C. Edenfield
--------------------------- ----------------------------------
James C. Edenfield
President, Chief Executive Officer
and Treasurer
DATE March 13, 1998 /s/ David E. Weigand
--------------------------- ------------------------------------------
David E. Weigand
Chief Accounting Officer
13
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
11 Statement re: computation of Per Share Earnings 15