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Subsequent Event
3 Months Ended
Jul. 31, 2016
Subsequent Event

K. Subsequent Event

On August 18, 2016, our Board of Directors declared a quarterly cash dividend of $0.11 per share of our Class A and Class B Common Stock. The cash dividend is payable on December 2, 2016 to Class A and Class B shareholders of record at the close of business on November 11, 2016.

Effective August 23, 2016, the Company acquired certain assets of privately-held AdapChain, Inc., a Pennsylvania corporation and a provider of high quality modular integration technology (“ACI”), pursuant to the terms of an asset purchase agreement, dated as of August 23, 2016 (the “Purchase Agreement”). This acquisition will expand and complement the products and services offered by Logility.

Under the terms of the Purchase Agreement, the Company acquired the assets in exchange for a purchase price of approximately $4.0 million in cash, subject to certain post-closing adjustments. Additional consideration is payable at the end of each three month period in the 36 month period following the Closing Date (such 36 month period being the “Earnout Period”) from the license fee revenues contracted for and recorded as revenue in accordance with GAAP by either ACI or the Company from the sale of ACI software during such three month period, up to a maximum aggregate amount of $2.0 million over the Earnout Period.

 

The Company will include the financial results of ACI in its consolidated financial statements commencing August 23, 2016. The acquired assets consist primarily of accounts receivable, unbilled revenue, other intangible assets and all equity interests in any subsidiary of ACI, which includes AdapChain Solutions PVT, LTD (India), and are net of certain customer related liabilities. Acquisition related costs were not material for any period presented in the consolidated financial statements. Based upon the timing of the acquisition subsequent to the end of the Company’s first quarter of fiscal 2017, the preliminary accounting for the business combination is incomplete at the time of filing this report. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired. The Company will include this information in its Quarterly Report on Form 10-Q for the second quarter of fiscal 2017.