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
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) |
February 29, 2012 |
AMERICAN SOFTWARE, INC. |
(Exact name of registrant as specified in its charter) |
Georgia |
0-12456 |
58-1098795 |
||
(State or other jurisdiction |
(Commission File |
(IRS Employer |
470 East Paces Ferry Road, N.E. Atlanta, Georgia |
30305 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code | (404) 261-4381 |
Former name or former address, if changed since last report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for American Software, Inc. for the quarter ended January 31, 2012 and certain forward-looking statements, as presented in a press release of February 29, 2012. The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibit is filed as part of this Report:
Exhibit No. |
Description |
99.1 | Press Release of American Software, Inc., dated February 29, 2012. |
SIGNATURE
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.
AMERICAN SOFTWARE, INC. |
||||
(Registrant) |
||||
Date: | February 29, 2012 | By: |
/s/ Vincent C. Klinges |
|
Vincent C. Klinges |
||||
Chief Financial Officer |
2
Exhibit 99.1
American Software Reports Preliminary Third Quarter of Fiscal Year 2012 Results
License Fee Revenues Increase 62% and GAAP Operating Earnings Increase 84% for the Quarter
ATLANTA--(BUSINESS WIRE)--February 29, 2012--American Software, Inc. (NASDAQ: AMSWA) today reported preliminary financial results for the third quarter of fiscal 2012, delivering a 62% increase in third quarter license fee revenues and a 84% increase in GAAP operating earnings when compared to the same period last year. The Company has achieved 44 consecutive quarters of profitability and 34 consecutive quarters of providing dividend distributions to shareholders.
Key third quarter financial highlights:
Key fiscal 2012 year to date financial highlights:
The Company is including EBITDA, adjusted EBITDA, adjusted net earnings and adjusted net earnings per share in the summary financial information provided with this press release as supplemental information relating to its operating results. This financial information is not in accordance with, or an alternative for, GAAP-compliant financial information and may be different from non-GAAP net earnings and non-GAAP per share measures used by other companies. The Company believes that this presentation of adjusted net earnings and adjusted net earnings per share provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations.
The overall financial condition of the Company remains strong, with no debt and with cash and investments of approximately $61.5 million as of January 31, 2012. During the third quarter, the Company increased cash and investments by approximately $7.3 million from the preceding quarter and approximately $9.1 million when compared to January 31, 2011.
“Once again, American Software delivered double digit growth in license fees, services and maintenance revenues; and we increased operating earnings by 84% for the third quarter of fiscal 2012,” stated James C. Edenfield, president and CEO of American Software. “We added 24 new customers and signed license agreements with customers in 10 countries during the quarter,” said Edenfield.
“Our increased revenues are a direct result of our aggressive investments in research and development to enhance our supply chain optimization solutions as well as our increased investments to expand our global sales and marketing footprint,” stated Edenfield. “As more companies seek to decrease costs and leverage global suppliers and manufacturing partners, the task of optimizing inventory and increasing supply chain visibility grows exponentially with each trading partner,” continued Edenfield. “In order to synchronize global supply chain networks, companies are seeking the comprehensive supply chain solutions in our product portfolio which provide the ability to reduce costs, optimize inventory and synchronize supply while providing better customer service.”
“Our sustained profitability has allowed the Company to provide a tangible benefit to our shareholders with a quarterly dividend for 34 consecutive quarters,” said Edenfield. “On February 23, 2012 our Board of Directors authorized the Company's next quarterly dividend of $0.09 per common share, which is payable on May 31, 2012 to shareholders of record at the close of business on May 14, 2012.”
Additional highlights for the third quarter of fiscal 2012 include:
Customers
Company & Technology
About American Software, Inc.
Atlanta-based American Software (NASDAQ: AMSWA) provides demand-driven supply chain management and enterprise software solutions, backed by more than 40 years of industry experience, that drive value for companies regardless of market conditions. Logility, Inc., a wholly-owned subsidiary of American Software, is a leading provider of supply chain management solutions for companies of all sizes. Logility Voyager Solutions™ is a comprehensive suite, which includes supply chain visibility; demand, inventory and replenishment planning; Sales and Operations Planning (S&OP); inventory and supply optimization; manufacturing planning and scheduling; transportation planning and management; and warehouse management. Demand Management, Inc., a wholly-owned subsidiary of Logility, delivers supply chain solutions to small and midsized manufacturers, distributors and retailers. Demand Management’s Demand Solutions® suite is widely deployed and globally recognized for forecasting, demand planning and point-of-sale analysis. Logility and Demand Management proudly serve customers such as Arch Chemicals, Avery Dennison Corporation, McCain Foods, Sigma Aldrich, and VF Corp. New Generation Computing® (NGC®), a wholly-owned subsidiary of American Software, is a leading provider of PLM, supply chain management, ERP and product testing software and services for brand owners, retailers and consumer products companies. NGC customers include A|X Armani Exchange, Aeropostale, Billabong, Carter’s, Casual Male, Hugo Boss, Jos. A. Bank, Lakeshore Learning, Lululemon Athletica, Marchon Eyewear, and Swatfame. For more information about American Software, please visit www.amsoftware.com, call (800) 726-2946 or email: ask@amsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties. There are a number of factors that could cause actual results to differ materially from those anticipated by statements made herein. These factors include, but are not limited to, continuing U.S. and global economic uncertainty, the timing and degree of business recovery, unpredictability and the irregular pattern of future revenues, dependence on particular market segments or customers, competitive pressures, delays, product liability and warranty claims and other risks associated with new product development, undetected software errors, market acceptance of the Company’s products, technological complexity, the challenges and risks associated with integration of acquired product lines, companies and services, as well as a number of other risk factors that could affect the Company’s future performance. For further information about risks the Company could experience as well as other information, please refer to the Company's Form 10-K for the fiscal year ended April 30, 2011 and other reports and documents subsequently filed with the Securities and Exchange Commission. For more information, contact: Vincent C. Klinges, Chief Financial Officer, American Software, Inc., (404) 264-5477 or fax: (404) 237-8868.
Logility is a registered trademark and Logility Voyager Solutions is a trademark of Logility, Inc., Demand Solutions is a registered trademark of Demand Management, Inc., and NGC and New Generation Computing, Inc. are registered trademarks of New Generation Computing. Other products mentioned in this document are registered, trademarked or service marked by their respective owners.
AMERICAN SOFTWARE, INC. | ||||||||||||||||||||||
Consolidated Statements of Operations Information | ||||||||||||||||||||||
(In thousands, except per share data, unaudited) | ||||||||||||||||||||||
Third Quarter Ended | Nine Months Ended | |||||||||||||||||||||
January 31, | January 31, | |||||||||||||||||||||
2012 | 2011 | Pct Chg. | 2012 | 2011 | Pct Chg. | |||||||||||||||||
Revenues: | ||||||||||||||||||||||
License | $ | 6,803 | $ | 4,197 | 62 | % | $ | 20,539 | $ | 11,257 | 82 | % | ||||||||||
Services & other | 10,289 | 8,711 | 18 | % | 30,091 | 27,409 | 10 | % | ||||||||||||||
Maintenance | 8,305 | 7,460 | 11 | % | 24,074 | 21,749 | 11 | % | ||||||||||||||
Total Revenues | 25,397 | 20,368 | 25 | % | 74,704 | 60,415 | 24 | % | ||||||||||||||
Cost of Revenues: | ||||||||||||||||||||||
License | 2,148 | 1,609 | 33 | % | 5,469 | 3,752 | 46 | % | ||||||||||||||
Services & other | 7,876 | 6,622 | 19 | % | 22,382 | 19,830 | 13 | % | ||||||||||||||
Maintenance | 1,871 | 1,791 | 4 | % | 5,524 | 5,292 | 4 | % | ||||||||||||||
Total Cost of Revenues | 11,895 | 10,022 | 19 | % | 33,375 | 28,874 | 16 | % | ||||||||||||||
Gross Margin | 13,502 | 10,346 | 31 | % | 41,329 | 31,541 | 31 | % | ||||||||||||||
Operating expenses: | ||||||||||||||||||||||
Research and development | 2,769 | 2,447 | 13 | % | 7,933 | 7,392 | 7 | % | ||||||||||||||
Less: capitalized development | (689 | ) | (526 | ) | 31 | % | (1,954 | ) | (1,785 | ) | 9 | % | ||||||||||
Sales and marketing | 4,536 | 3,628 | 25 | % | 13,637 | 10,781 | 26 | % | ||||||||||||||
General and administrative | 3,362 | 2,874 | 17 | % | 9,488 | 8,765 | 8 | % | ||||||||||||||
Provision for doubtful accounts | 96 | 2 | nm | 217 | 42 | 417 | % | |||||||||||||||
Amortization of acquisition-related intangibles | 135 | 135 | 0 | % | 404 | 550 | (27 | %) | ||||||||||||||
Severance expenses | - | - | - | - | 219 | nm | ||||||||||||||||
Total Operating Expenses | 10,209 | 8,560 | 19 | % | 29,725 | 25,964 | 14 | % | ||||||||||||||
Operating Earnings | 3,293 | 1,786 | 84 | % | 11,604 | 5,577 | 108 | % | ||||||||||||||
Interest Income & Other, Net | 485 | 466 | 4 | % | 574 | 1,344 | (57 | %) | ||||||||||||||
Earnings Before Income Taxes | 3,778 | 2,252 | 68 | % | 12,178 | 6,921 | 76 | % | ||||||||||||||
Income Tax Expense | 1,186 | 488 | 143 | % | 4,316 | 2,310 | 87 | % | ||||||||||||||
Net Earnings | $ | 2,592 | $ | 1,764 | 47 | % | $ | 7,862 | $ | 4,611 | 71 | % | ||||||||||
Earnings per common share: (1) | ||||||||||||||||||||||
Basic | $ | 0.10 | $ | 0.07 | 43 | % | $ | 0.30 | $ | 0.18 | 67 | % | ||||||||||
Diluted | $ | 0.10 | $ | 0.07 | 43 | % | $ | 0.29 | $ | 0.18 | 61 | % | ||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||||
Basic | 26,531 | 25,807 | 26,308 | 25,684 | ||||||||||||||||||
Diluted | 27,271 | 26,309 | 26,959 | 26,061 | ||||||||||||||||||
AMERICAN SOFTWARE, INC. | ||||||||||||||||||||||
NON-GAAP MEASURES OF PERFORMANCE | ||||||||||||||||||||||
(In thousands, except per share data, unaudited) | ||||||||||||||||||||||
Third Quarter Ended | Nine Months Ended | |||||||||||||||||||||
January 31, | January 31, | |||||||||||||||||||||
2012 | 2011 | Pct Chg. | 2012 | 2011 | Pct Chg. | |||||||||||||||||
NON-GAAP EARNINGS PER SHARE: | ||||||||||||||||||||||
Net Earnings (GAAP Basis) | $ | 2,592 | $ | 1,764 | 47 | % | $ | 7,862 | $ | 4,611 | 71 | % | ||||||||||
Income tax expense | 1,186 | 488 | 143 | % | 4,316 | 2,310 | 87 | % | ||||||||||||||
Interest Income & Other, Net | (485 | ) | (466 | ) | 4 | % | (574 | ) | (1,344 | ) | (57 | %) | ||||||||||
Amortization of intangibles | 779 | 790 | (1 | %) | 2,344 | 1,899 | 23 | % | ||||||||||||||
Depreciation | 292 | 308 | (5 | %) | 904 | 626 | 44 | % | ||||||||||||||
EBITDA (earnings before interest, taxes, depreciation and amortization) | 4,364 | 2,884 | 51 | % | 14,852 | 8,102 | 83 | % | ||||||||||||||
Stock-based compensation | 339 | 247 | 37 | % | 922 | 722 | 28 | % | ||||||||||||||
Adjusted EBITDA | $ | 4,703 | $ | 3,131 | 50 | % | $ | 15,774 | $ | 8,824 | 79 | % | ||||||||||
EBITDA, as a percentage of revenue |
17 | % | 14 | % | 20 | % | 13 | % | ||||||||||||||
Adjusted EBITDA, as a percentage of revenue |
19 | % | 15 | % | 21 | % | 15 | % | ||||||||||||||
Third Quarter Ended | Nine Months Ended | |||||||||||||||||||||
January 31, | January 31, | |||||||||||||||||||||
2012 | 2011 | Pct Chg. | 2012 | 2011 | Pct Chg. | |||||||||||||||||
NON-GAAP EARNINGS PER SHARE: | ||||||||||||||||||||||
Net Earnings (GAAP Basis) | $ | 2,592 | $ | 1,764 | 47 | % | $ | 7,862 | $ | 4,611 | 71 | % | ||||||||||
Amortization of acquisition-related intangibles (2) | 93 | 106 | (12 | %) | 261 | 366 | (29 | %) | ||||||||||||||
Stock-based compensation (2) | 233 | 193 | 21 | % | 595 | 566 | 5 | % | ||||||||||||||
Severance expenses (2) | - | - | - | - | 134 | nm | ||||||||||||||||
Adjusted Net Earnings | $ | 2,918 | $ | 2,063 | 41 | % | $ | 8,718 | $ | 5,677 | 54 | % | ||||||||||
Adjusted non-GAAP diluted earnings per share | $ | 0.11 | $ | 0.08 | 38 | % | $ | 0.32 | $ | 0.22 | 45 | % | ||||||||||
(1) - Basic per share amounts are the same for Class A and Class B shares. Diluted per share amounts for Class A shares are shown above. Diluted per share for Class B shares under the two-class method are $0.10 and $0.30 for the three and nine months ended January 31, 2012, respectively. Diluted per share for Class B shares under the two-class method are $0.07 and $0.18 for the three and nine months ended January 31, 2011, respectively. | ||||||||||||||||||||||
(2) - Tax affected using the effective tax rate for the three and nine months period ended January 31, 2012 and 2011. | ||||||||||||||||||||||
nm- not meaningful | ||||||||||||||||||||||
American SOFTWARE, INC. | ||||||
Consolidated Balance Sheet Information | ||||||
(In thousands) | ||||||
(Unaudited) | ||||||
January 31, | April 30, | |||||
2012 | 2011 | |||||
Cash and Short-term Investments | $ | 54,311 | $ | 44,567 | ||
Accounts Receivable: | ||||||
Billed | 14,639 | 14,409 | ||||
Unbilled | 4,268 | 4,151 | ||||
Total Accounts Receivable, net | 18,907 | 18,560 | ||||
Prepaids & Other | 2,800 | 2,918 | ||||
Deferred Tax Asset | 94 | 77 | ||||
Current Assets | 76,112 | 66,122 | ||||
Investments - Non-current | 7,224 | 10,844 | ||||
PP&E, net | 5,076 | 5,723 | ||||
Capitalized Software, net | 7,640 | 7,562 | ||||
Goodwill | 12,601 | 12,601 | ||||
Other Intangibles, net | 1,413 | 1,880 | ||||
Other Non-current Assets | 85 | 100 | ||||
Total Assets | $ | 110,151 | $ | 104,832 | ||
Accounts Payable | $ | 1,432 | $ | 1,011 | ||
Accrued Compensation and Related costs | 4,312 | 4,245 | ||||
Dividend Payable | 2,410 | 2,345 | ||||
Other Current Liabilities | 3,445 | 4,493 | ||||
Deferred Revenues | 17,802 | 17,307 | ||||
Current Liabilities | 29,401 | 29,401 | ||||
Deferred Tax Liability - Long term | 909 | 1,375 | ||||
Shareholders' Equity | 79,841 | 74,056 | ||||
Total Liabilities & Shareholders' Equity | $ | 110,151 | $ | 104,832 |
CONTACT:
American Software, Inc.
Vincent C. Klinges, 404-264-5477
Chief
Financial Officer