##### Table of Contents





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 July 31, 2008

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 0-23057

LOGILITY, INC.

(Exact name of
registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2281338                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



|                                                  |  |           
|------------------------------------------------- |  | ----------
|470 East Paces Ferry Road, N.E., Atlanta, Georgia |  | 30305     
|(Address of principal executive offices)          |  | (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   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, or a non- accelerated filer or a smaller reporting company. See the definitions of large accelerated filer accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈        
|                           | 
|Non-accelerated filer  x   |  | Smaller reporting company   ̈

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of the
issuers common stock, as of the latest practicable date.



|                           |  |                                 
|-------------------------- |  | --------------------------------
|Class                      |  | Outstanding at September 8, 2008
|Common Stock, no par value |  | 12,885,267 Shares               









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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Form 10-Q

Quarter Ended July 31, 2008

Index



|                                                                                              |  |           
|--------------------------------------------------------------------------------------------- |  | ----------
|                                                                                              |  | PageNumber
|Part I  Financial Information                                                                |  |           
|                                                                                              | 
|Item 1. Financial Statements (unaudited)                                                      |  | 3         
|                                                                                              | 
|Condensed Consolidated Balance Sheets July 31, 2008 and April 30, 2008                        |  | 3         
|                                                                                              | 
|Condensed Consolidated Statements of Operations Three Months Ended July 31, 2008 and 2007     |  | 4         
|                                                                                              | 
|Condensed Consolidated Statements of Cash Flows Three Months Ended July 31, 2008 and 2007     |  | 5         
|                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                          |  | 6         
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13        
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 25        
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 26        
|                                                                                              | 
|Part II  Other Information                                                                   |  |           
|                                                                                              | 
|Item 1. Legal Proceedings                                                                     |  | 26        
|                                                                                              | 
|Item 1A. Risk Factors                                                                         |  | 26        
|                                                                                              | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 26        
|Item 3. Defaults Upon Senior Securities                                                       |  | 27        
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 27        
|Item 5. Other Information                                                                     |  | 27        
|Item 6. Exhibits                                                                              |  | 27        



2



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##### Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Logility, Inc. and Subsidiary

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share data)



|                                                                                                                                                    |  |              |        |   |               |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ------------- | - | ------ | -
|                                                                                                                                                    |  | July 31,2008 |        |   | April 30,2008 |  
|                                                                                                                                                    | 
|ASSETS                                                                                                                                              |  |              |        |   |               |   |        |  
|Current assets:                                                                                                                                     |  |              |        |   |               |   |        |  
|Cash and cash equivalents                                                                                                                           |  | $            | 26,133 |   |               | $ | 38,719 |  
|Investments                                                                                                                                         |  |              | 18,296 |   |               |   | 4,013  |  
|Trade accounts receivable, less allowance for doubtful accounts of $89 at July 31, 2008 and $115 at April 30, 2008:                                 |  |              |        |   |               |   |        |  
|Billed                                                                                                                                              |  |              | 4,551  |   |               |   | 6,897  |  
|Unbilled                                                                                                                                            |  |              | 1,515  |   |               |   | 1,424  |  
|Deferred income taxes                                                                                                                               |  |              | 73     |   |               |   | 74     |  
|Prepaid expenses and other current assets                                                                                                           |  |              | 2,252  |   |               |   | 2,256  |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Total current assets                                                                                                                                |  |              | 52,820 |   |               |   | 53,383 |  
|Furniture, equipment, and purchased software, net                                                                                                   |  |              | 377    |   |               |   | 401    |  
|Capitalized computer software development costs, less accumulated amortization                                                                      |  |              | 4,512  |   |               |   | 4,560  |  
|Goodwill                                                                                                                                            |  |              | 5,809  |   |               |   | 5,809  |  
|Other intangibles, net                                                                                                                              |  |              | 777    |   |               |   | 871    |  
|Other assets                                                                                                                                        |  |              | 40     |   |               |   | 48     |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|                                                                                                                                                    |  | $            | 64,335 |   |               | $ | 65,072 |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                |  |              |        |   |               |   |        |  
|Current liabilities:                                                                                                                                |  |              |        |   |               |   |        |  
|Accounts payable                                                                                                                                    |  | $            | 249    |   |               | $ | 543    |  
|Accrued compensation and related costs                                                                                                              |  |              | 772    |   |               |   | 1,282  |  
|Accrued reseller commissions                                                                                                                        |  |              | 1,235  |   |               |   | 1,013  |  
|Other current liabilities                                                                                                                           |  |              | 737    |   |               |   | 965    |  
|Deferred revenue                                                                                                                                    |  |              | 11,766 |   |               |   | 12,622 |  
|Due to American Software, Inc.                                                                                                                      |  |              | 756    |   |               |   | 638    |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Total current liabilities                                                                                                                           |  |              | 15,515 |   |               |   | 17,063 |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Deferred income taxes                                                                                                                               |  |              | 1,616  |   |               |   | 1,620  |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Total liabilities                                                                                                                                   |  |              | 17,131 |   |               |   | 18,683 |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Shareholders equity:                                                                                                                               |  |              |        |   |               |   |        |  
|Preferred stock: 2,000,000 shares authorized; no shares issued                                                                                      |  |              |       |   |               |   |       |  
|Common stock, no par value; 20,000,000 shares authorized; 14,363,762 and 14,299,762 shares issued at July 31, 2008 and April 30, 2008,
respectively |  |              |       |   |               |   |       |  
|Additional paid-in capital                                                                                                                          |  |              | 43,666 |   |               |   | 43,249 |  
|Retained earnings                                                                                                                                   |  |              | 12,745 |   |               |   | 12,051 |  
|Treasury stock, at cost  1,480,145 and 1,440,525 shares at July 31, 2008 and April 30, 2008, respectively                                          |  |              | (9,207 | ) |               |   | (8,911 | )
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Total shareholders equity                                                                                                                          |  |              | 47,204 |   |               |   | 46,389 |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|Commitments and contingencies                                                                                                                       |  |              |        |   |               |   |        |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  
|                                                                                                                                                    |  | $            | 64,335 |   |               | $ | 65,072 |  
|                                                                                                                                                    |  |              |        |   |               |   |        |  

See accompanying notes to condensed consolidated financial statements - unaudited.



3



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##### Table of Contents

|Item 1. | Financial Statements (continued)
|------- | --------------------------------

Logility, Inc. and Subsidiary

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except earnings per share data)



|                                                             |  |                            |        |      |   |       
|------------------------------------------------------------ |  | -------------------------- | ------ | ---- | - | ------
|                                                             |  | Three Months EndedJuly 31,
|                                                             |  | 2008                       |        | 2007
|Revenues:                                                    |  |                            |        |      |   |       
|License                                                      |  | $                          | 2,009  |      | $ | 4,677 
|Services and other                                           |  |                            | 1,569  |      |   | 2,013 
|Maintenance                                                  |  |                            | 5,810  |      |   | 5,275 
|                                                             |  |                            |        |      |   |       
|Total revenues                                               |  |                            | 9,388  |      |   | 11,965
|                                                             |  |                            |        |      |   |       
|Cost of revenues:                                            |  |                            |        |      |   |       
|License                                                      |  |                            | 1,252  |      |   | 1,634 
|Services and other                                           |  |                            | 902    |      |   | 1,022 
|Maintenance                                                  |  |                            | 1,191  |      |   | 1,080 
|                                                             |  |                            |        |      |   |       
|Total cost of revenues                                       |  |                            | 3,345  |      |   | 3,736 
|                                                             |  |                            |        |      |   |       
|Gross margin                                                 |  |                            | 6,043  |      |   | 8,229 
|                                                             |  |                            |        |      |   |       
|Operating expenses:                                          |  |                            |        |      |   |       
|Research and development                                     |  |                            | 1,265  |      |   | 1,352 
|Sales and marketing                                          |  |                            | 2,475  |      |   | 2,452 
|General and administrative                                   |  |                            | 1,229  |      |   | 1,337 
|Amortization of acquisition-related intangibles              |  |                            | 88     |      |   | 88    
|                                                             |  |                            |        |      |   |       
|Total operating expenses                                     |  |                            | 5,057  |      |   | 5,229 
|                                                             |  |                            |        |      |   |       
|Operating income                                             |  |                            | 986    |      |   | 3,000 
|Other income, net                                            |  |                            | 156    |      |   | 409   
|                                                             |  |                            |        |      |   |       
|Earnings before income taxes                                 |  |                            | 1,142  |      |   | 3,409 
|Income taxes                                                 |  |                            | 448    |      |   | 1,562 
|                                                             |  |                            |        |      |   |       
|Net earnings                                                 |  | $                          | 694    |      | $ | 1,847 
|                                                             |  |                            |        |      |   |       
|Earnings per common share:                                   |  |                            |        |      |   |       
|Basic                                                        |  | $                          | 0.05   |      | $ | 0.14  
|                                                             |  |                            |        |      |   |       
|Diluted                                                      |  | $                          | 0.05   |      | $ | 0.14  
|                                                             |  |                            |        |      |   |       
|Shares used in the calculation of earnings per common share: |  |                            |        |      |   |       
|Basic                                                        |  |                            | 12,860 |      |   | 12,932
|                                                             |  |                            |        |      |   |       
|Diluted                                                      |  |                            | 13,091 |      |   | 13,315
|                                                             |  |                            |        |      |   |       

See accompanying notes to condensed consolidated financial statements - unaudited.



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|Item 1. | Financial Statements (continued)
|------- | --------------------------------

Logility, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)



|                                                                                    |  |                            |         |   |      |   |         |  
|----------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                    |  | Three Months EndedJuly 31, |        
|                                                                                    |  | 2008                       |         |   | 2007 |  
|Cash flows from operating activities:                                               |  |                            |         |   |      |   |         |  
|Net earnings                                                                        |  | $                          | 694     |   |      | $ | 1,847   |  
|Adjustments to reconcile net earnings to net cash provided by operating activities: |  |                            |         |   |      |   |         |  
|Stock-based compensation expense                                                    |  |                            | 114     |   |      |   | 89      |  
|Depreciation and amortization                                                       |  |                            | 693     |   |      |   | 813     |  
|Bond amortization                                                                   |  |                            | 9       |   |      |   | 2       |  
|Tax benefit of stock options exercised                                              |  |                            | 160     |   |      |   | 1,091   |  
|Excess tax benefits from stock based compensation                                   |  |                            | (57     | ) |      |   | (690    | )
|Deferred income taxes                                                               |  |                            | (3      | ) |      |   | 567     |  
|Decrease (increase) in assets:                                                      |  |                            |         |   |      |   |         |  
|Accounts receivable, net                                                            |  |                            | 2,255   |   |      |   | 222     |  
|Prepaid expenses and other assets                                                   |  |                            | 12      |   |      |   | 320     |  
|Due from American Software, Inc.                                                    |  |                            | 118     |   |      |   | 416     |  
|Increase (decrease) in liabilities:                                                 |  |                            |         |   |      |   |         |  
|Accounts payable, accrued costs, other current liabilities and income taxes payable |  |                            | (810    | ) |      |   | (1,348  | )
|Deferred revenue                                                                    |  |                            | (856    | ) |      |   | 873     |  
|                                                                                    |  |                            |         |   |      |   |         |  
|Net cash provided by operating activities                                           |  |                            | 2,329   |   |      |   | 4,202   |  
|                                                                                    |  |                            |         |   |      |   |         |  
|Cash flows from investing activities:                                               |  |                            |         |   |      |   |         |  
|Additions to capitalized computer software development costs                        |  |                            | (507    | ) |      |   | (525    | )
|Purchases of furniture, equipment, and computer software costs                      |  |                            | (20     | ) |      |   | (46     | )
|Proceeds from maturities of investments                                             |  |                            | 23,465  |   |      |   | 31,108  |  
|Purchases of investments                                                            |  |                            | (37,757 | ) |      |   | (21,904 | )
|                                                                                    |  |                            |         |   |      |   |         |  
|Net cash (used in) provided by investing activities                                 |  |                            | (14,819 | ) |      |   | 8,633   |  
|                                                                                    |  |                            |         |   |      |   |         |  
|Cash flows from financing activities:                                               |  |                            |         |   |      |   |         |  
|Proceeds from exercise of stock options                                             |  |                            | 221     |   |      |   | 195     |  
|Dividends to American Software, Inc.                                                |  |                            | (78     | ) |      |   | (274    | )
|Excess tax benefits from stock-based compensation                                   |  |                            | 57      |   |      |   | 690     |  
|Repurchases of common stock                                                         |  |                            | (296    | ) |      |   | (338    | )
|                                                                                    |  |                            |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                                 |  |                            | (96     | ) |      |   | 273     |  
|                                                                                    |  |                            |         |   |      |   |         |  
|Net change in cash and cash equivalents                                             |  |                            | (12,586 | ) |      |   | 13,108  |  
|Cash and cash equivalents at beginning of period                                    |  |                            | 38,719  |   |      |   | 16,144  |  
|                                                                                    |  |                            |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                          |  | $                          | 26,133  |   |      | $ | 29,252  |  
|                                                                                    |  |                            |         |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements - unaudited.



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LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited

July 31, 2008



|A. | Basis of Presentation
|-- | ---------------------

The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-1 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required for complete 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 financial position at July 31, 2008, the results of operations for the three-months ended July 31, 2008 and 2007 and cash flows for the three-months ended July 31, 2008 and 2007. The results for the
three months ended July 31, 2008 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 included in our annual report on Form 10-K for the year ended April 30, 2008.

The preparation of the unaudited 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 financial statements and the
reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue, vendor specific objective evidence (VSOE), bad debts,
capitalized software costs, goodwill, intangible assets, stock-based compensation, income taxes and contingencies. 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.

We are an approximately 88% owned subsidiary of American Software, Inc. (ASI), a publicly
held provider of enterprise resource planning and supply chain management software solutions (NASDAQ  AMSWA).



|B. | Principles of Consolidation
|-- | ---------------------------

The condensed
consolidated financial statements include the accounts of Logility, Inc., and its wholly owned subsidiary, Demand Management Inc. (DMI). All significant intercompany balances and transactions have been eliminated in consolidation.



|C. | Industry Segments
|-- | -----------------

We have adopted Statement of
Financial Accounting Standards (SFAS) No. 131, Disclosures About Segments of an Enterprise and Related Information. We operate and manage our business in one reportable segment, Collaborative Supply Chain Management, providing
collaborative supply chain solutions to streamline and optimize the production, distribution and management of products between trading partners.



|D. | Comprehensive Income
|-- | --------------------

We have adopted SFAS
No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. We have not included consolidated
statements of comprehensive income in the accompanying condensed consolidated financial statements since comprehensive income and net earnings presented in the accompanying condensed consolidated statements of operations would be substantially the
same.



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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008



|E. | Revenue Recognition
|-- | -------------------

We recognize revenue in
accordance with Statement of Position No. 97-2: Software Revenue Recognition, (SOP 97-2) and Statement of Position No. 98-9:Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions, (SOP
98-9).

License. License revenue in connection with license agreements for standard proprietary software is recognized upon
delivery of the software, providing collection is considered probable, the fee is fixed or determinable, there is evidence of an arrangement, and vendor specific objective evidence (VSOE) exists with respect to any undelivered elements of the
arrangement. For multiple-element arrangements, we recognize revenue under the residual method as permitted by SOP 98-9, whereby (1) the total fair value of the undelivered elements, as indicated by VSOE, is deferred and subsequently recognized
in accordance with SOP 97-2 and (2) the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. We record revenues from sales of third-party
products in accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (EITF 99-19).

Furthermore, in accordance with EITF 99-19, we evaluate sales through our indirect channel on a case-by-case basis to determine whether the transaction should be recorded gross or net, including but not limited to
assessing whether or not we 1) act as principal in the transaction, 2) take title to the products, 3) have risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and 4) act as an agent or broker with
compensation on a commission or fee basis. Accordingly, we typically record our sales through the DMI channel on a gross basis.

Maintenance. Revenue derived from maintenance contracts primarily includes telephone consulting, product updates, and releases of new versions of products previously purchased by the customer, as well as error reporting and
correction services. Typically, we sell maintenance contracts for a separate fee with initial contractual periods ranging from one to three years with renewal for additional periods thereafter. We generally bill maintenance fees annually in advance.
We recognize maintenance revenue ratably over the term of the maintenance agreement. In situations where we bundle all or a portion of the maintenance fee with the license fee, VSOE for maintenance is based on prices when sold separately.

Services. Revenue derived from services primarily includes consulting, implementation, and training. We primarily bill fees
under time and materials arrangements and recognize fees as we perform services. In accordance with the FASBs Emerging Issues Task Force Issue No. 01-14: Income Statement Characterization of Reimbursements Received for Out-of-Pocket
Expenses Incurred (EITF No. 01-14), we recognize amounts received for reimbursement of travel and other out-of-pocket expenses incurred as revenues in the condensed consolidated statements of operations under services and other. These
amounts totaled approximately $184,000 and $183,000 for the three-months ended July 31, 2008 and 2007, respectively.

Indirect
Channel Revenue.We recognize revenues for sales we make through indirect channels principally when the distributor makes the sale to an end-user, when the license fee is fixed or determinable, the license fee is nonrefundable, and the sales
meet all other conditions of SOP 97-2 and SOP 98-9.



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LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008

Deferred Revenue. Deferred revenue represents advance payments or billings for software
licenses, services, and maintenance billed in advance of the time we recognize revenue.

Sales Taxes. We account for sales
taxes on a net basis in accordance with EITF No. 06-3, How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement (That Is, Gross Versus Net Presentation).



|F. | Major Customer
|-- | --------------

No single customer accounted for
more than 10% of total revenues for the three-months ended July 31, 2008. One customer accounted for approximately 12% of total revenues for the three-months ended July 31, 2007. The related accounts receivable balance for this customer as
of July 31, 2007 was approximately $1.8 million.



|G. | Earnings per Share
|-- | ------------------

Basic earnings per share of
common stock available to common stockholders are based on the weighted-average number of shares of common stock outstanding. We base diluted earnings per share available to common stockholders on the weighted-average number of shares of common
stock outstanding and dilutive potential shares of common stock, such as dilutive stock options.

The numerator in calculating both basic
and diluted earnings per share of common stock for each period is the same as net earnings. The denominator is based on the number of shares of common stock as shown in the following table:



|                                             |  |                                      |        |      |   |       
|-------------------------------------------- |  | ------------------------------------ | ------ | ---- | - | ------
|                                             |  | Three months endedJuly 31,          
|                                             |  | 2008                                 |        | 2007
|                                             |  | (in thousands, exceptper share data)
|Common Shares:                               |  |                                      |        |      |   |       
|Weighted average common shares outstanding   |  |                                      | 12,860 |      |   | 12,932
|Dilutive effect of outstanding stock options |  |                                      | 231    |      |   | 383   
|                                             |  |                                      |        |      |   |       
|Total                                        |  |                                      | 13,091 |      |   | 13,315
|                                             |  |                                      |        |      |   |       
|Net earnings:                                |  | $                                    | 694    |      | $ | 1,847 
|                                             |  |                                      |        |      |   |       
|Net earnings per common share:               |  |                                      |        |      |   |       
|Basic                                        |  | $                                    | 0.05   |      | $ | 0.14  
|                                             |  |                                      |        |      |   |       
|Diluted                                      |  | $                                    | 0.05   |      | $ | 0.14  
|                                             |  |                                      |        |      |   |       

For the three-months ended July 31, 2008 and July 31, 2007, we excluded options to
purchase 182,033 and 21,590 shares of common stock from the computation of diluted earnings per share. We excluded these option share amounts because the exercise prices of those options were greater than the average market price of the common stock
during the applicable period. As of July 31, 2008, we had a total of 606,520 options outstanding and as of July 31, 2007, we had a total of 691,310 options outstanding.



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LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008



|H. | Share Repurchases
|-- | -----------------

The Companys Board of
Directors has authorized the repurchase of up to 1,550,000 shares of the Companys common stock. The Company had repurchased 1,480,145 shares of its common stock for approximately $9.2 million as of July 31, 2008.



|I. | Stock-Based Compensation
|-- | ------------------------

We recorded stock option
compensation cost of $113,996 and $89,151 and related income tax benefits of $6,853 and $18,470 during the three-months ended July 31, 2008 and 2007, respectively. We record stock-based compensation expense on a straight-line basis over the
vesting period.

SFAS 123(R) requires that cash flows resulting from the tax benefits generated by tax deductions in excess of the
compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. We generated excess tax benefits of $57,000 and $690,000 for the three-months ended July 31, 2008 and 2007, respectively.

During the three-months ended July 31, 2008 and 2007, we issued 64,000 and 63,776 shares of common stock, respectively, resulting from the
exercise of stock options. The total intrinsic value of options exercised during the three-months ended July 31, 2008 and 2007 based on market value at the exercise dates was approximately $232,000 and $500,000, respectively. As of
July 31, 2008, unrecognized compensation cost related to unvested stock option awards totaled approximately $1.2 million which we expect to recognize over a weighted average period of 2.0 years.



|J. | Fair Value of Financial Instrument
|-- | ----------------------------------

Effective
May 1, 2008, we adopted SFAS No. 157, Fair Value Measurements, which requires disclosures about our assets and liabilities that are measured at fair value. SFAS No. 157 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions
that market participants would use in pricing an asset or liability. We have not applied the provisions of SFAS No. 157 to non-financial assets, such as our property and equipment, goodwill, capitalized software and certain other assets, which
are measured at fair value for impairment assessment. We will apply the provisions of SFAS No. 157 to these assets and liabilities, beginning May 1, 2009, in accordance with FASB Staff Position No. 157-2, Effective Date of FASB
Statement No. 157.

SFAS No. 157 establishes a fair value hierarchy disclosure framework that prioritizes and ranks the
level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes
the inputs into three broad levels as follows:



| |  |  | Level 1  Quoted prices in active markets for identical instruments.
| | - |  | --------------------------------------------------------------------



| |  |  | Level 2  Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008

The following is a general description of the valuation methodologies used for financial assets and
liabilities measured at fair value, including the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Cash Equivalents  Cash equivalents include investments in government obligations money-market fund, in other money market instruments and in interest-bearing deposits with initial or remaining
terms of three months or less. The fair value of cash equivalents approximates its carrying value due to the short-term nature of these instruments

Marketable Securities Marketable securities utilizing Level 1 inputs include active exchange-traded equity securities and equity index funds, and most U.S. Government debt securities, as these
securities all have quoted prices in active markets. Marketable securities utilizing Level 2 inputs include municipal bonds. These securities are valued using market corroborated pricing or other models that utilize observable inputs such as yield
curves.

The following table presents our assets and liabilities that we measured at fair value on a recurring basis as of July 31,
2008, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands):



|                      |  |                                                             |        |                                            |   |                                        |  |                            |   |  |   |       
|--------------------- |  | ----------------------------------------------------------- | ------ | ------------------------------------------ | - | -------------------------------------- |  | -------------------------- | - |  | - | ------
|                      |  | Quoted Prices inActive Marketsfor IdenticalAssets (Level 1) |        | SignificantOtherObservableInputs (Level 2) |   | SignificantUnobservableInputs(Level 3) |  | Balance as ofJuly 31, 2008
|Cash equivalents      |  | $                                                           | 25,439 |                                            |   |                                       |  |                            |  |  | $ | 25,439
|Marketable securities |  |                                                             | 13,002 |                                            |   | 5,294                                  |  |                            |  |  | $ | 18,296
|                      |  |                                                             |        |                                            |   |                                        |  |                            |   |  |   |       
|Total                 |  | $                                                           | 38,441 |                                            | $ | 5,294                                  |  | $                          |  |  | $ | 43,735
|                      |  |                                                             |        |                                            |   |                                        |  |                            |   |  |   |       

SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
 Including an Amendment of SFAS 115, permits but does not require us to measure financial instruments and certain other items at fair value. We did not elect to measure our financial instruments under the provisions of SFAS No. 159,
thus our adoption of this statement effective May 1, 2008 did not have an impact on our consolidated financial statements.



|K. | Agreements with American Software, Inc. (ASI)
|-- | -----------------------------------------------

We have entered into certain contractual arrangements with ASI, as described below. Because ASI owns a majority of our shares, the terms of these agreements do not reflect arms length negotiation. However, management believes that the
rates negotiated in the agreements reflect fair market values.

Tax Sharing Agreement In accordance with the
Companys Tax Sharing Agreement with ASI, the Company computes a separate, stand-alone income tax provision and settles balances due to or from ASI on this basis. In addition to other matters, the Company recognizes a payable to ASI when stock
option benefits generated



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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008



from ASI options exercised by our employees are realized. However, all benefits derived from deferred tax assets, as defined in the Tax Sharing Agreement
(which include net operating loss and tax credit carryforwards), that arose prior to the initial public offering (originally in the amount of $5,768,000, of which $1,333,000 was used in 1998) were allocated to ASI. Accordingly, the Company did not
receive any economic benefit from the $4,435,000 of contributed gross deferred tax assets. None of the pre-IPO NOLs remain as of April 30, 2008.

Services AgreementWe purchase or sell various services from or to ASI based upon various cost methodologies as described below:



|                                                                                                                                         |  |                                                                              |  |                                |         |                                |   |        
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------ | ------- | ------------------------------ | - | -------
|Service                                                                                                                                  |  | Cost methodology                                                             |  | Three-monthsendedJuly 31, 2008 |         | Three-monthsendedJuly 31, 2007
|         General corporate services including accounting, insurance and employee benefits
services expense                              |  | Apportioned based on formula to all ASI subsidiaries                         |  | $                              | 291,374 |                                | $ | 320,367
|         Professional services to our customers (services are available unless ASI
determines it is not economic or otherwise feasible) |  | Cost plus billing with the percentage of costs and expenses to be negotiated |  | $                              | 10,150  |                                | $ | 13,550 

The Services Agreement had an initial term of three years and is renewed automatically thereafter
for successive one-year terms unless either we or American Software elect not to renew its term by giving proper notice. The Services Agreement has been renewed annually since the initial term. We will indemnify ASI against any damages that ASI may
incur in connection with its performance of services under the Services Agreement (other than those arising from its gross negligence or willful misconduct), and ASI will indemnify us against any damages arising out of its gross negligence or
willful misconduct in connection with ASIs rendering of services under the Services Agreement.

Facilities
AgreementWe lease various properties from ASI for specified square foot rates pursuant to a Facilities Agreement dated August 1, 1997, which the parties have renewed automatically annually since the initial two-year term. The
stated term of the agreement was for two years and is renewed automatically thereafter for successive one-year terms; however, either party may terminate the agreement after a 90 day notice. ASI also allocates utilities, telephone and security
expenses under this agreement based on our percentage of occupancy. Our lease of space at any facility under the agreement is limited by the term of the underlying lease between ASI and a landlord with respect to any facility leased by ASI and is
subject to the disposition by ASI of any facility that ASI owns. The parties valued the services related to this agreement at $108,000 for the three-months ended July 31, 2008 and $106,000 for the three-months ended July 31, 2007.



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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008

Technology License AgreementWe have granted ASI a nonexclusive, nontransferable,
worldwide perpetual right and license to use, execute, reproduce, display, modify and prepare derivatives of our Supply Chain Planning and Execution Solutions, which we call the Logility Voyager Solutions product line (which ASI had
transferred to us), provided such license is limited to maintaining and supporting users that have licensed Logility Voyager Solutionsproducts from American Software. Pursuant to this Agreement, American Software and Logility are required to
disclose to one another any and all enhancements and improvements that they may make or acquire in relation to aLogility Voyager Solutions product, subject to confidentiality requirements imposed by third parties. The term of this Agreement
is indefinite, although we may terminate the Agreement for cause, and ASI may terminate it at any time upon 60 days prior written notice to us. Upon termination of this Agreement, all rights toLogility Voyager Solutions products
licensed by Logility to ASI revert to us, while all rights to enhancements and improvements ASI make to Logility Voyager Solutions products revert to ASI.

Stock Option AgreementWe have granted ASI an option to purchase that number of shares of our common stock that would enable ASI to maintain the 80% ownership percentage required to consolidate
Logility in ASIs consolidated Federal income tax return. The purchase price of the option is the average of the closing price on each of the five business days immediately preceding the date of payment.



|L. | Contingencies
|-- | -------------

The Company more often than not
indemnifies its customers against damages and costs resulting from claims of patent, copyright or trademark infringement associated with use of the Companys products. The Company has historically not been required to make any payments under
such indemnifications. However, the Company continues to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under the indemnifications when
those losses are estimable. In addition, the Company warrants to customers that the Companys products operate substantially in accordance with the software products specifications. Historically, no costs have been incurred related to
software product warranties and none are expected in the future, and as such no accruals for software product warranty costs have been made. Additionally, the Company is involved in various claims arising in the ordinary course of business. In the
opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial position or results of operations of the Company.



|M. | Recently Adopted Accounting Pronouncements
|-- | ------------------------------------------

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and requires expanded disclosure about fair value measurements. SFAS
No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and for interim periods within those years. In February 2008, the FASB issued FASB Staff Position (FSP) No. 157-1, Application of FASB Statement No. 157 to FASB Statement
No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13 and FSP No. 157-2, Effective Date of FASB Statement No. 157. FSP
No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13, Accounting for Leases, and its related interpretive accounting pronouncements that address leasing transactions. FSP No. 157-2 delays the effective date of SFAS
No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until the beginning of the first quarter of
fiscal 2010. Our adoption of SFAS No. 157 for financial assets and liabilities on May 1, 2008 did not have a material impact on our consolidated financial statements (see Note J). We are currently evaluating the impact SFAS No. 157
will have on our consolidated financial statements.



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##### Table of Contents

LOGILITY, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements  unaudited (continued)

July 31, 2008

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157, Fair Value
Measurements, and FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments. SFAS No. 159 is effective for the entitys fiscal year that begins after November 15, 2007. The Company did not
elect to measure at fair value any of its financial instruments under the provisions of SFAS No. 159. Thus our adoption of this statement effective May 1, 2008 did not have an impact on our consolidated financial statements (see
Note J).



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements relating to our future
financial performance, business strategy, financing plans and other future events that involve uncertainties and risks. You can identify these statements by forward-looking words such as anticipate, intend, plan,
continue, could, grow, may, potential, predict, strive, will, seek, estimate, believe, expect, and
similar expressions that convey uncertainty of future events or outcomes. Any forward-looking statements we make herein are pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning future:



| |  |  | results of operations;
| | - |  | ----------------------



| |  |  | liquidity, cash flow and capital expenditures;
| | - |  | ----------------------------------------------



| |  |  | demand for and pricing of our products and services;
| | - |  | ----------------------------------------------------



| |  |  | acquisition activities and the effect of completed acquisitions;
| | - |  | ----------------------------------------------------------------



| |  |  | industry conditions and market conditions; and
| | - |  | ----------------------------------------------



| |  |  | general economic conditions.
| | - |  | ----------------------------

Although we believe
that the goals, plans, expectations, and prospects that our forward-looking statements reflect are reasonable in view of the information currently available to us, those statements are not guarantees of performance. There are many factors that could
cause our actual results to differ materially from those anticipated by forward-looking statements made herein. These factors include, but are not limited to, continuing economic uncertainty, the timing and degree of business recovery,
unpredictability and the irregular pattern of future revenues, competitive pressures, delays and other risks associated with new product development, the challenges and risks associated with integration of acquired product lines and companies, the
effect of competitive products and pricing, the difficulty of predicting the effectiveness and duration of third-party marketing agreements, undetected software errors, and risks associated with market acceptance of our products and services. The
terms fiscal 2009 and fiscal 2008 refer to our fiscal years ending April 30, 2009 and 2008, respectively.



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##### Table of Contents

ECONOMIC OVERVIEW

Corporate capital spending trends and commitments are the primary determinants of the size of the market for business software. Corporate capital spending is, in turn, a function of general economic conditions in the U.S. and abroad and in
particular may be affected by conditions in U.S. global credit markets. In recent years, the weakness in the overall world economy and the U.S. economy in particular, has resulted in reduced expenditures in the business software market.

Overall information technology spending continues to be relatively weak as a result of the current global economic environment particularly in the United States. We
believe, over the long term, information technology spending should incrementally improve as increased global competition forces companies to improve productivity by upgrading their technology systems. Although this improvement could slow or regress
at any time due in part to the recent concerns in the global capital markets and general economic conditions, we believe that our organizational and financial structure will enable us to take advantage of any sustained economic rebound. Customers
continue to take long periods to evaluate discretionary software purchases.

BUSINESS OVERVIEW

We provide supply chain management (SCM) solutions to streamline and optimize the market planning, management, production and distribution of products for manufacturers,
suppliers, distributors and retailers. The supply chain refers to the complex network of business relationships with trading partners (customers, suppliers and carriers) used to forecast, source, manufacture, store, and deliver products and services
to multiple locations and customers by various modes of transportation. Supply chain operations include forecasting, demand management, supply planning, sourcing, manufacturing, logistics, warehouse management, and transportation operations within
an enterprise as well as with other business-to-business collaborative processes among customers, suppliers and carriers. Our solutions enable enterprises to increase their market visibility, build competitive advantages and increase profitability
by reducing costs, increasing revenues, improving operational efficiencies and collaborating with suppliers and customers to more effectively respond to dynamic market conditions. Additionally, our solutions streamline and automate the executive
Sales and Operations Planning (S&OP) process to create and assess business plans that profitably match supply with demand while synchronizing supply chain operations with strategic corporate goals.

We derive revenues primarily from three sources: software licenses, services and other, and maintenance. We generally determine software license fees based on the number
of modules, servers, users and/or sites licensed. Services and other revenues consist primarily of fees from software implementation, training, and consulting services. We bill primarily under time and materials arrangements and recognize revenues
as we perform services. Maintenance agreements typically are for a one- to three-year term, usually commencing at the time of the initial product license. We generally bill maintenance fees annually in advance under agreements with terms of one to
three years, and then recognize the resulting revenues ratably over the term of the maintenance agreement. Deferred revenues represent advance payments or billings for software licenses, services and maintenance billed in advance of the time we
recognize the related revenues.

Our cost of revenues for licenses includes amortization of capitalized computer software development costs, salaries and
benefits and value added reseller (VAR) commissions. Costs for maintenance and services revenues include the cost of personnel to conduct implementations, customer support and consulting, and other personnel- related expenses as well as agent
commission expenses related to maintenance revenues generated by the indirect channel.

We account for the development costs of software intended for sale
in accordance with SFAS No. 86, Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. We monitor the net realizable value of our capitalized software on a quarterly basis based on an estimate of future
product revenues. We currently expect to fully recover the value of the capitalized software asset recorded on our consolidated balance sheet; however, if future product revenues are less than managements current expectations, we may incur a
write-down of capitalized software costs.



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##### Table of Contents

Gross product research and development costs include all non-capitalized and capitalized software development costs which
principally include the salary and benefits for our development personnel. Our selling expenses generally include the salary and commissions we pay to our direct sales professionals, along with marketing, promotional, travel and associated costs.
Our general and administrative expenses generally include the salary and benefits we pay to executive, corporate and support personnel, as well as office rent, utilities, communications expenses, and various professional fees.

We currently view the following factors as the primary opportunities and risks associated with our business:

Dependence on Capital Spending Patterns. There is risk associated with our dependence on, and the risks associated with, the capital spending
patterns of U.S. and international businesses, which in turn are functions of economic trends and conditions over which we have no control.

Acquisition Opportunities. There are opportunities for select acquisitions or investments to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets.

Acquisition Risks. There are risks associated with acquisitions of complementary companies, products and technologies, including the
risks that we will not achieve the financial and strategic goals that we contemplate at the time of the transaction. More specifically, in any acquisition we will face risks and challenges associated with the uncertain value of the acquired business
or assets, the difficulty of assimilating operations and personnel, integrating acquired technologies and products and maintaining the loyalty of the customers of the acquired business.

Competitive Technologies. There is a risk that our competitors may develop technologies that are substantially equivalent or superior to our
technology.

Competition in General. There are risks inherent in the market for business application software and related services,
which has been and continues to be intensely competitive; for example, some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins.

A discussion of a number of additional risk factors associated with our business is included in our Annual Report on Form 10-K for the fiscal year ended April 30,
2008.



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##### Table of Contents

COMPARISON OF RESULTS OF OPERATIONS

Three-Month Comparisons.The following table sets forth certain revenue and expense items as a percentage of total revenues and the percentage changes in those items for the three-months ended July 31,
2008 and 2007:



|                                                |  |                             |   |  |                       |   |  |              |   
|----------------------------------------------- |  | --------------------------- | - |  | --------------------- | - |  | ------------ | --
|                                                |  | Three Months Ended July 31, |  
|                                                |  | Percentage of TotalRevenues |   |  | Pct. Change inDollars |  
|                                                |  | 2008                        |   |  | 2007                  |   |  | 2008 vs 2007 |   
|Revenues:                                       |  |                             |   |  |                       |   |  |              |   
|License                                         |  | 21                          | % |  | 39                    | % |  | (57          | )%
|Services and other                              |  | 17                          |   |  | 17                    |   |  | (22          | ) 
|Maintenance                                     |  | 62                          |   |  | 44                    |   |  | 10           |   
|                                                |  |                             |   |  |                       |   |  |              |   
|Total revenues                                  |  | 100                         |   |  | 100                   |   |  | (22          | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Cost of revenues:                               |  |                             |   |  |                       |   |  |              |   
|License                                         |  | 13                          |   |  | 14                    |   |  | (23          | ) 
|Services and other                              |  | 10                          |   |  | 8                     |   |  | (12          | ) 
|Maintenance                                     |  | 13                          |   |  | 9                     |   |  | 10           |   
|                                                |  |                             |   |  |                       |   |  |              |   
|Total cost of revenues                          |  | 36                          |   |  | 31                    |   |  | (10          | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Gross margin                                    |  | 64                          |   |  | 69                    |   |  | (27          | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Operating expenses:                             |  |                             |   |  |                       |   |  |              |   
|Research and development                        |  | 14                          |   |  | 12                    |   |  | (6           | ) 
|Sales and marketing                             |  | 26                          |   |  | 20                    |   |  | 1            |   
|General and administrative                      |  | 13                          |   |  | 11                    |   |  | (8           | ) 
|Amortization of acquisition-related intangibles |  | 1                           |   |  | 1                     |   |  |             |   
|                                                |  |                             |   |  |                       |   |  |              |   
|Total operating expenses                        |  | 54                          |   |  | 44                    |   |  | (3           | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Operating income                                |  | 10                          |   |  | 25                    |   |  | (67          | ) 
|Other income, net                               |  | 2                           |   |  | 3                     |   |  | (62          | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Earnings before income taxes                    |  | 12                          |   |  | 28                    |   |  | (67          | ) 
|Income taxes                                    |  | 5                           |   |  | 13                    |   |  | (71          | ) 
|                                                |  |                             |   |  |                       |   |  |              |   
|Net earnings                                    |  | 7                           | % |  | 15                    | % |  | (62          | )%
|                                                |  |                             |   |  |                       |   |  |              |   



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##### Table of Contents

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2008 AND 2007:

REVENUES:

For the quarter ended July 31,
2008, the 22% decrease in revenues from the three-months ended July 31, 2007 was primarily attributable to decreases in license fees and services and other revenues, partially offset by an increase in maintenance revenues. International
revenues represented approximately 19% and 17% of total revenues for the three-months ended July 31, 2008 and 2007, respectively. Our revenues and particularly our international revenues may fluctuate substantially from period to period
primarily because we derive most of our license fee revenues from a relatively small number of customers in a given period. No single customer accounted for more than 10% of our total revenues for the three-months ended July 31, 2008. One
customer accounted for approximately 12% of our total revenues for the three-months ended July 31, 2007.

LICENSES. The 57% decrease in license fees
in the first quarter of fiscal 2009 as compared to the first quarter of fiscal 2008 was primarily due to reduced sales of our Voyager product and an overall decrease in DMI sales in both cases resulting from a more difficult selling environment as a
result of the overall slowdown in the economy. The direct sales channel provided approximately 35% of license fee revenues for the three-months ended July 31, 2008 compared to approximately 59% in the comparable period a year ago due to a
change in the sales mix between Voyager and DMI products. For the three-months ended July 31, 2008, our margins after commissions on direct sales were approximately 85% compared to approximately 87% in the previous year. Our margins after
commissions on indirect sales were substantially unchanged, being approximately 50% for the three-months ended July 31, 2008 and 2007. These margin calculations include only commission expense for comparative purposes and do not include other
costs of license fees such as amortization of capitalized software.

SERVICES AND OTHER. The 22% decrease in services and other revenues in the first
quarter of fiscal 2009 as compared to the first quarter of fiscal 2008 was primarily due to a decrease in overall software implementation services related to decreased license fee sales in recent quarters and the completion of a service contract
with a significant customer. We have observed that there is a tendency for services and other revenues to lag changes in license revenues by one to three quarters, as new licenses in one quarter often involve implementation and consulting services
in subsequent quarters, for which we recognize revenues only as we perform those services.

MAINTENANCE. The 10% increase in maintenance revenues in the
first quarter of fiscal 2009 as compared to the first quarter of fiscal 2008 were primarily due to improved customer retention and an increase in average per customer fees. The increase is also slightly due in part to an increase in DMI license fees
in the prior periods resulting in increased maintenance revenues in the current quarter. Typically, our maintenance revenues have had a direct relationship to current and historic license fee revenues, since new licenses are the potential source of
new maintenance customers.



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##### Table of Contents

GROSS MARGIN:

The
following table provides both dollar amounts and percentage measures of gross margin:



|                                    |  |                            |       |  |    |   |      |   |       |  |    |  
|----------------------------------- |  | -------------------------- | ----- |  | -- | - | ---- | - | ----- |  | -- | -
|                                    |  | Three-months endedJuly 31, |      
|($000s omitted)                    |  | 2008                       |       |  |    |   | 2007 |   |       | 
|Gross margin on license fees:       |  | $                          | 757   |  | 38 | % |      | $ | 3,043 |  | 65 | %
|Gross margin on services and other: |  |                            | 667   |  | 43 | % |      |   | 991   |  | 49 | %
|Gross margin on maintenance:        |  |                            | 4,619 |  | 80 | % |      |   | 4,195 |  | 80 | %
|                                    |  |                            |       |  |    |   |      |   |       |  |    |  
|Total gross margin:                 |  | $                          | 6,043 |  | 64 | % |      | $ | 8,229 |  | 69 | %
|                                    |  |                            |       |  |    |   |      |   |       |  |    |  

For the three-months ended July 31, 2008, the decrease in total gross margin percentage was due to decreases
in gross margin percentages for both license fees and services and other.

LICENSES. The decrease in gross margin percentage on license fees for the
three-months ended July 31, 2008 was primarily due to a decrease in license fee revenues and an increase in deals sold by our indirect sales force, which typically carry higher agent commissions, when compared to the same period in the prior
year. License fee gross margin percentage tends to be directly related to the level of license fee revenues due to the relatively fixed cost of computer software amortization expense and amortization of acquired software, which are the primary
components of cost of license fees. To a lesser degree, our license fee gross margin percentage in a given period is related to the variable expense of DMIs agent commissions, and the proportion of license fees represented by DMI in that
period.

SERVICES AND OTHER. For the three-months ended July 31, 2008, services gross margin percentage decreased due to decreases in billing activity
and overall decreases in services and other revenues. Services and other gross margin varies based on resource utilization and related billing rates as well as the level of services and other revenues. The primary component of cost of services and
other revenues is services staffing, which is relatively fixed in the short term.

MAINTENANCE. Maintenance gross margin percentage remained consistent for
the first quarter of fiscal 2009 as compared to the first quarter of fiscal 2008. The primary component of cost of maintenance revenues is staffing, which is relatively fixed in the short term.

EXPENSES:

RESEARCH AND DEVELOPMENT. Gross product research and
development costs include all non-capitalized and capitalized software development costs. A breakdown of the research and development costs is as follows:



|                                                                      |  |                                     |       |   |               |     |    |              |   |       |  
|--------------------------------------------------------------------- |  | ----------------------------------- | ----- | - | ------------- | --- | -- | ------------ | - | ----- | -
|                                                                      |  | Three-Months Ended ($000s omitted) |      
|                                                                      |  | July 31,2008                        |       |   | PercentChange |     |    | July 31,2007 |  
|Gross product research and development costs                          |  | $                                   | 1,772 |   |               | (6  | )% |              | $ | 1,877 |  
|Percentage of total revenues                                          |  |                                     | 19    | % |               |     |    |              |   | 16    | %
|Less: Capitalized computer software research and development costs    |  | $                                   | (507  | ) |               | (3  | )% |              | $ | (525  | )
|Percentage of gross product research and development costs            |  |                                     | 29    | % |               |     |    |              |   | 28    | %
|                                                                      |  |                                     |       |   |               |     |    |              |   |       |  
|Product research and development expenses                             |  | $                                   | 1,265 |   |               | (6  | )% |              | $ | 1,352 |  
|Percentage of total revenues                                          |  |                                     | 13    | % |               |     |    |              |   | 11    | %
|Total amortization of capitalized computer software development costs |  | $                                   | 555   |   |               | (13 | )% |              | $ | 638   |  



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For the three-months ended July 31, 2008, both capitalized software development costs and gross product research and
development costs decreased when compared to the prior year period. This change was due to lower research and development spending, no bonus accrual in the first quarter of fiscal 2009 due to lower earnings when compared to the first quarter of
fiscal 2008 and a decrease in projects which qualify for capitalization. We expect capitalized product development costs to be lower in coming quarters as a result of fewer capitalizable R&D projects in the pipeline. However, we expect
capitalized software amortization expense to remain relatively consistent with the current quarter for the remainder of fiscal 2009. Costs included in gross product development are salaries of product development personnel, hardware lease expense,
computer software expense, telephone expense and rent.

SALES AND MARKETING. For the three-months ended July 31, 2008, sales and marketing expenses
were $2.5 million, which is a 1% increase when compared to the three-months ended July 31, 2007. The increase primarily is due to increased headcount, partially offset by a decrease in direct sales commissions. We generally include commissions
on indirect sales in cost of sales.

GENERAL AND ADMINISTRATIVE. For the three-months ended July 31, 2008, the 8% decrease in general and
administrative expenses to $1.2 million was primarily due to decreased variable compensation costs and lower headcount from the comparable period a year ago. For the three-months ended July 31, 2008 and 2007, the total number of employees were
approximately 133 and 140, respectively.

AMORTIZATION OF ACQUISITION-RELATED INTANGIBLE ASSETS.Acquisition-related intangible assets of DMI are
stated at historical cost and include certain intangible assets with definitive lives. We are amortizing these intangible assets on a straight-line basis over their expected useful lives of three to six years.

OTHER INCOME:

Other income is principally comprised of investment
earnings. For the three-months ended July 31, 2008, the investment earnings decreased by approximately $251,000 when compared to the same period last year due primarily to lower investment yields resulting from a decrease in money market yields
by the US Fed. This was partially offset by an increase in the average cash balance. For the three-months ended July 31, 2008, these investments generated an annualized yield of approximately 1.50% compared to approximately 5.20% for the three
months ended July 31, 2007.

INCOME TAXES:

We are
included in the consolidated federal income tax return filed by American Software; however, we provide for income taxes as if we were filing a separate income tax return. We recognize deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. We measure deferred tax assets and liabilities using statutory tax rates in effect in the year in which
we expect the differences to reverse. We establish a deferred tax asset for the expected future benefit of net operating loss and credit carry-forwards. In accordance with Statement of Financial Accounting Standards No. 109 (SFAS
No. 109), Accounting for Income Taxes, we review annually our deferred



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tax assets for recoverability to determine whether any negative factors are present that would indicate the need for a valuation allowance. We recorded
$448,000 in income tax expense in the quarter ended July 31, 2008 compared to $1.6 million in the quarter ended July 31, 2007 (which includes a charge of approximately $283,000 for the establishment of a valuation allowance for a discrete
item that occurred in the first quarter of 2008). We expect the Companys effective tax rate to be in the range of 38% to 40% during fiscal year 2009.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

Sources and Uses of Cash

We have historically funded, and continue to fund, our operations and capital expenditures primarily with cash generated from operating activities. The changes in net
cash that our operating activities provide generally reflect the changes in net earnings and non-cash operating items plus the effect of changes in operating assets and liabilities, such as trade accounts receivable, trade accounts payable, accrued
expenses and deferred revenue. We have no debt obligations or off-balance sheet financing arrangements, and therefore we use no cash for debt service purposes.

The following table shows information about our cash flows and liquidity positions for the quarters ended July 31, 2008 and 2007. You should read this table and the discussion that follows in conjunction with our condensed consolidated
statements of cash flows contained in Item 1. Financial Statements in Part I of this report and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2008.



|                                                    |  |                                         |         |   |      |   |       
|--------------------------------------------------- |  | --------------------------------------- | ------- | - | ---- | - | ------
|                                                    |  | Three-Months EndedJuly 31(in thousands)
|                                                    |  | 2008                                    |         |   | 2007
|Net cash provided by operating activities           |  | $                                       | 2,329   |   |      | $ | 4,202 
|Net cash (used in) provided by investing activities |  |                                         | (14,819 | ) |      |   | 8,633 
|Net cash (used in) provided by financing activities |  |                                         | (96     | ) |      |   | 273   
|                                                    |  |                                         |         |   |      |   |       
|Net change in cash and cash equivalents             |  | $                                       | (12,586 | ) |      | $ | 13,108
|                                                    |  |                                         |         |   |      |   |       

For the three-months ended July 31, 2008, the decrease in cash provided by operating activities when compared
to the same period last year was due primarily to decreases in net earnings, tax benefit of stock options exercised, deferred revenue, deferred income taxes and accounts payable when compared to the same period last year. This decrease was partially
offset by an increase in collections of customer accounts receivable. The increase in cash used in investing activities when compared to the same period in the prior year period was due primarily to purchases of investments partially offset by
proceeds in maturities of investments. Cash used in financing activities increased compared to the same period in the prior year, due primarily to a decrease in the excess tax benefit from stock-based compensation. This was partially offset by an
increase in proceeds from stock option exercises, a decrease in contributions to ASI related to the tax sharing agreement and repurchases of common stock.

The following table shows net changes in total cash, cash equivalents, and investments, which is one measure management uses to view net total cash generated (used) by our activities:



|                                                                      |  |                              |        |      |   |       
|--------------------------------------------------------------------- |  | ---------------------------- | ------ | ---- | - | ------
|                                                                      |  | As of July 31,(in thousands)
|                                                                      |  | 2008                         |        | 2007
|Cash and cash equivalents                                             |  | $                            | 26,133 |      | $ | 29,252
|Investments                                                           |  |                              | 18,296 |      |   | 6,968 
|                                                                      |  |                              |        |      |   |       
|Total cash and investments                                            |  | $                            | 44,429 |      | $ | 36,220
|                                                                      |  |                              |        |      |   |       
|Net change in total cash and investments (three-months ended July 31) |  | $                            | 1,697  |      | $ | 3,904 



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The change in total cash generated for the three-months ended July 31, 2008 when compared to cash used in the
comparable period in the prior year was due primarily to the changes in operating assets and liabilities noted above.

Days Sales Outstanding in accounts
receivable were 59 days as of July 31, 2008, compared to 68 days as of July 31, 2007. This decrease was due to improved cash collections during the first quarter of fiscal 2009 as compared to the first quarter of 2008 and in part due to
lower recent license fee sales. Our current ratio on July 31, 2008 was 3.4 to 1, compared to 2.8 to 1 on July 31, 2007.

As a result of the
positive cash flow from operations our business has generated in recent periods, and because we have $44.4 million in cash and investments, we believe that our sources of liquidity and capital resources will be sufficient to satisfy our presently
anticipated requirements during at least the next twelve months for working capital, capital expenditures and other corporate needs. However, at some future date we may need to seek additional sources of capital to meet our requirements. If such
need arises, we may be required to raise additional funds through equity or debt financing. Neither we nor American Software currently have a bank line of credit. We can provide no assurance that bank lines of credit or other financing will be
available on terms acceptable to us. If available, such financing may result in dilution to our shareholders or higher interest expense.

From December
1997 through February 2003 our Board of Directors approved resolutions authorizing us to repurchase up to an aggregate amount of 1,550,000 shares of our common stock. The timing of any repurchases would depend on market conditions, the market price
of our common stock and managements assessment of our liquidity and cash flow needs. Through September 9, 2008, we had purchased a cumulative total of 1,480,145 shares at a total cost of $9.2 million. In the first quarter of fiscal 2009,
we purchased 39,620 shares of common stock at an average price of $7.49 per share for a total price of approximately $296,841. See Part II, Item 2 for a table summarizing stock repurchases in the last quarter, and the number of remaining shares
available for purchase under our repurchase program.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which establishes principles for how an acquirer recognizes and measures in its financial statements the identifiable assets
acquired and liabilities assumed in a business combination, recognizes and measures the goodwill acquired in a business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of a business combination. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively. We will adopt SFAS No. 141R effective May 1, 2009 and apply it to any
business combinations on or after that date.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements. SFAS No. 160 requires noncontrolling ownership interests (previously referred to as minority interests) to be treated as a separate component of equity, not as a liability or other item outside of permanent equity. In
addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the statement of operations. SFAS No. 160 is effective for all
periods beginning after December 15, 2008. We do not expect our adoption of SFAS No. 160 to have a material impact on our 2010 consolidated financial statements.



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In May 2008, the FASB issued SFAS No. 162, The Hierarchy of General Accepted Accounting Principles. This
statement documents the hierarchy of the various sources of accounting principles and the framework for selecting the principles used in preparing financial statements. This statement is effective 60 days following the Securities and Exchange
Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Our adoption of SFAS No. 162
is not expected to have a material impact on our 2009 consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,
Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable
intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of FSP 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of
expected cash flows used to measure the fair value of the asset under SFAS 141(R), Business Combinations and other U.S. generally accepted accounting principles. FSP 142-3 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal years. We are in the process of evaluating the impact of adopting FSP 142-3 on our 2010 consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have
based the foregoing discussion and analysis of financial condition and results of operations on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these 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 financial statements and the reported amounts of
revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for the fiscal year ended April 30, 2008, describes the significant accounting policies that we have used in preparing our financial
statements. On an ongoing basis, we evaluate our estimates, including, but not limited to those related to revenue/vendor specific object evidence (VSOE), bad debts, capitalized software costs, goodwill, intangible assets, stock-based compensation,
income taxes and contingencies. 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.

We believe the critical accounting policies listed below affect significant judgments and estimates used in the preparation of the financial statements.

Revenue Recognition. We recognize revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition,
and SOP 98-9, Software Revenue Recognition with Respect to Certain Transactions. We recognize license revenues in connection with license agreements for standard proprietary software upon delivery of the software, provided we deem collection to be
probable, the fee is fixed or determinable, there is evidence of an arrangement, and vendor specific objective evidence exists with respect to any undelivered elements of the arrangement. We generally bill maintenance fees annually in advance and
recognize the resulting revenues ratably over the term of the maintenance agreement. We derive revenues from services which primarily include consulting, implementation, and training. We bill for these services primarily under time and materials
arrangements and recognize fees as we perform the services. Deferred revenues represent advance payments or billings for software licenses, services, and maintenance billed in advance of the time we recognize revenues. We record revenues from sales
of third-party products in accordance with Emerging Issues



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Task Force Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (EITF 99-19). Furthermore, in accordance with EITF 99-19, we evaluate
sales through our indirect channel on a case-by-case basis to determine whether the transaction should be recorded gross or net, including but not limited to assessing whether or not the company 1) acts as principal in the transaction, 2) takes
title to the products, 3) has risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and 4) acts as an agent or broker with compensation on a commission or fee basis. Accordingly, our sales through the DMI
channel are typically recorded gross.

Generally, our software products do not require significant modification or customization.
Installation of the products is routine and is not essential to the functionality of the product. Our sales frequently include maintenance contracts and professional services with the sale of our software licenses. We have established
vendor-specific objective evidence of fair value (VSOE) for our maintenance contracts and professional services. We determine fair value based upon the prices we charge to customers when we sell these elements separately. We defer maintenance
revenues, including those sold with the initial license fee, based on VSOE, and recognize the revenue ratably over the maintenance contract period. We recognize consulting and training service revenues, including those sold with license fees, as we
perform the services based on their established VSOE. We determine the amount of revenue we allocate to the licenses sold with services or maintenance using the residual method of accounting. Under the residual method, we allocate the
total value of the arrangement first to the undelivered elements based on their VSOE and allocate the remainder to license fees.

Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of these customers were to
deteriorate, resulting in an impairment of their ability to make payments, we may require additional allowances or we may defer revenue until we determine that collectibility is probable. We specifically analyze accounts receivable and historical
bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when we evaluate the adequacy of the allowance for doubtful accounts.

Valuation of Long-Lived and Intangible Assets. In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), we do not
amortize goodwill and other intangible assets with indefinite lives. Our goodwill is subject to annual impairment tests, which require us to estimate the fair value of our business compared to the carrying value. The impairment reviews require an
analysis of future projections and assumptions about our operating performance. Should such review indicate the assets are impaired, we would record an expense for the impaired assets.

In accordance with Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
(SFAS No. 144), long-lived assets, such as property and equipment and intangible assets, are reviewed for Impairment whenever events or changes in circumstances indicated that the carrying amount of an asset may not be recoverable.
Recoverability would be measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The determination of estimated future cash flows, however, requires management to make estimates. Future events and changes
in circumstances may require us to record a significant impairment charge in the period in which such events or changes occur. Impairment testing requires considerable analysis and judgment in determining results. If other assumptions and estimates
were used in our evaluations, the results could differ materially.

Annual tests or other future events could cause us to conclude that
impairment indicators exist and that our goodwill and intangible assets are impaired. For example, if we had reason to believe that our recorded goodwill and intangible assets had become impaired due to decreases in the fair market value of the
underlying



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business, we would have to take a charge to income for that portion of goodwill or intangible assets that we believed was impaired. Any resulting impairment
loss could have a material adverse impact on our financial position and results of operations. At July 31, 2008, our goodwill balance was $5.8 million and our intangible assets with definite lives balance was $777,000, net of accumulated
amortization.

Valuation of Capitalized Software Assets. We capitalize certain computer software development costs in
accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Costs incurred internally to create a computer software product or to develop an enhancement to an existing product are
charged to expense when incurred as research and development expense until technological feasibility for the respective product is established. Thereafter, we capitalize all software development costs and we report those costs at the lower of
unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. We make ongoing evaluations of the recoverability of our capitalized software projects by comparing the
amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, we write off the amount by which the unamortized
software development costs exceed net realizable value. During the fiscal year ended April 30, 2008, we recorded an impairment charge of $1.2 million based on such analysis. Capitalized computer software development costs are being amortized
ratably based on the projected revenues associated with the related software or on a straight-line basis over three years, whichever method results in a higher level of amortization. Amortization of capitalized computer software development costs is
included in the cost of license revenues in the consolidated statements of operations. At July 31, 2008, our capitalized computed software balance was $4.5 million, net of accumulated amortization.

Stock-Based Compensation. Effective May 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R) using the modified
prospective transition method. Under that transition method, compensation cost recognized on or after May 1, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of May 1, 2006,
based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted on or after May 1, 2006, based on the grant date fair value estimated in
accordance with SFAS 123(R). Results for prior periods have not been restated. SFAS 123(R) requires that cash flows resulting from the tax benefits generated by tax deductions in excess of the compensation cost recognized for those options (excess
tax benefits) to be classified as financing cash flows.

Management judgments and assumptions related to volatility, the expected term and
the forfeiture rate are made in connection with the calculation of stock compensation expense. We periodically review all assumptions used in our stock option pricing model. Changes in these assumptions could have a significant impact on the amount
of stock compensation expense.

Income Taxes. We provide for the effect of income taxes on our financial position and results
of operations in accordance with SFAS No. 109, Accounting for Income Taxes, including the recently adopted SFAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of SFAS Statement
No. 109. Under this accounting pronouncement, income tax expense is recognized for the amount of income taxes payable or refundable for the current year and for the change in net deferred tax assets or liabilities resulting from events that
are recorded for financial reporting purposes in a different reporting period than recorded in the tax return. Management must make significant assumptions, judgments and estimates to determine our current provision for income taxes and also our
deferred tax assets and liabilities and any valuation allowance to be recorded against our deferred tax assets. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our
interpretation of current tax laws, allowable deductions and projected tax credits. Changes in tax law or our interpretation of tax laws could significantly impact the amounts provided for



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income taxes in our financial position and results of operations. Our assumptions, judgments and estimates relative to the value of our deferred tax assets
take into account our expectations of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years, which could significantly increase tax expense, could render
inaccurate our current assumptions, judgments and estimates of recoverable net deferred taxes.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Foreign Currency. For the quarter ended July 31, 2008, we generated approximately 19% of our revenues outside the United States. We usually make international sales directly through our foreign operations or through value added
resellers. We typically denominate these sales in U.S. Dollars, British Pounds Sterling, or Euros. However, we denominate the expenses that we incur in our foreign operations in the local currency. The effects of foreign exchange rate fluctuations
have not historically had a material impact on our financial consolidated statements. Where transactions may be denominated in foreign currencies, we are subject to market risk with respect to fluctuations in the relative value of currencies. For
the three-months ended July 31, 2008, we recorded an exchange rate gain of $5,363 compared to an exchange rate loss of $29,660 for the three-months ended July 31, 2007. We estimate that a 10% movement in foreign currency rates would have
had the effect of creating up to a $96,000 exchange gain or loss for the three months ended July 31, 2008. We have not engaged in any hedging activities.

Interest rates and other market risks. We have no debt, so we have limited our discussion of interest rate risk to risks associated with our investment portfolio. We manage our interest rate risk by maintaining an investment
portfolio of held-to-maturity instruments with high credit quality and relatively short average maturities. These instruments include, but are not limited to, money-market instruments, bank time deposits, and taxable and tax-advantaged variable rate
and fixed rate obligations of corporations, municipalities, and national, state, and local government agencies, in accordance with our investment policy. These instruments are denominated in U.S. Dollars. The fair market value and carrying value of
securities held at July 31, 2008 and 2007 were approximately $43.7 million and $33.8 million, respectively.

We also hold cash balances in accounts
with commercial banks in the United States and foreign countries. These cash balances represent operating balances only and are invested in short-term time deposits of a local bank. The operating cash balances we hold at banks outside the United
States are minor and denominated in the local currency.

Many of our investments carry a degree of interest rate risk. When interest rates fall, our income
from investments in variable-rate securities declines. When interest rates rise, the fair market value of our investments in fixed-rate securities declines. Should our liquidity needs force us to sell fixed-rate securities prior to maturity, we may
experience a loss of principal. We attempt to limit our exposure to the risks associated with interest rate fluctuations by holding fixed-rate securities to maturity and by limiting our investments to those with relatively short maturities.
Accordingly, we believe that fluctuations in interest rates will not have a material affect on our financial condition or results of operations.

Inflation.Although we cannot accurately determine the amounts attributable thereto, we have been affected by inflation through increased costs of employee compensation and other operational expenses. To the extent permitted by the
marketplace for our products and services, we attempt to recover increases in costs by periodically increasing prices.



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|Item 4T. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed to provide reasonable assurance that
information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in
the SEC rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.

Our chief executive officer and chief financial officer, with the assistance of our Disclosure Committee, have
conducted an evaluation of the effectiveness of our disclosure controls and procedures as of July 31, 2008. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and
procedures can be reported in our annual report on Form 10-K and quarterly reports on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures
were effective as of July 31, 2008.

We believe our financial statements fairly present in all material respects our financial position, results of
operations and cash in our quarterly report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) within
the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are not currently involved in legal
proceedings requiring disclosure under this item.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes to the
risk factors as disclosed in our Annual Report on Form 10-K for our fiscal year ended April 30, 2008.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



|(a) | Not applicable
|--- | --------------



|(b) | Not applicable
|--- | --------------



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|(c) | The following table summarizes repurchases of our stock in the quarter ended July 31, 2008:
|--- | -------------------------------------------------------------------------------------------



|                                   |  |                                 |  |                             |      |                                                                                |        |                                                                               |        
|---------------------------------- |  | ------------------------------- |  | --------------------------- | ---- | ------------------------------------------------------------------------------ | ------ | ----------------------------------------------------------------------------- | -------
|Fiscal Period                      |  | Total Number ofShares Purchased |  | Average PricePaid Per Share |      | Total Number of SharesPurchased as Part of PubliclyAnnounced Plans or Programs |        | Maximum Number of Sharesthat May Yet Be PurchasedUnder the Plans or Programs*
|May 1, 2008 through May 31, 2008   |  | 0                               |  | $                           | 0.00 |                                                                                | 0      |                                                                               | 109,475
|June 1, 2008 through June 30, 2008 |  | 39,620                          |  | $                           | 7.49 |                                                                                | 39,620 |                                                                               | 69,855 
|July 1, 2008 through July 31, 2008 |  | 0                               |  | $                           | 0.00 |                                                                                | 0      |                                                                               | 69,855 
|                                   |  |                                 |  |                             |      |                                                                                |        |                                                                               |        
|Total Fiscal 2009 First Quarter    |  | 39,620                          |  | $                           | 7.49 |                                                                                | 39,620 |                                                                               | 69,855 
|                                   |  |                                 |  |                             |      |                                                                                |        |                                                                               |        



|* | The above share purchase authority was approved by our Board of Directors in December 1997, November 1998 and in February 2003, when the Board approved resolutions authorizing
us to repurchase an aggregate of up to 1.6 million shares of common stock. These actions were announced in November 1998 and on February 19, 2003, respectively. The authorizations have no expiration dates.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

Not
applicable.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------

Exhibits 31.1-31.2. Rule
13a-14(a)/15d-14(a) Certifications

Exhibit 32.1. Section 906 Certifications



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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.



|      |  |                   |  |                |  |     |  |                                            
|----- |  | ----------------- |  | -------------- |  | --- |  | -------------------------------------------
|      |  |                   |  | LOGILITY, INC.
|      |  |                   |  |               
|Date: |  | September 9, 2008 |  |                |  | By: |  | /s/ J. Michael Edenfield                   
|      |  |                   |  |                |  |     |  | J. Michael Edenfield                       
|      |  |                   |  |                |  |     |  | President and Chief Executive Officer      
|      |  |                   |  |               
|Date: |  | September 9, 2008 |  |                |  | By: |  | /s/ Vincent C. Klinges                     
|      |  |                   |  |                |  |     |  | Vincent C. Klinges                         
|      |  |                   |  |                |  |     |  | Chief Financial Officer                    
|      |  |                   |  |               
|Date: |  | September 9, 2008 |  |                |  | By: |  | /s/ Herman L. Moncrief                     
|      |  |                   |  |                |  |     |  | Herman L. Moncrief                         
|      |  |                   |  |                |  |     |  | Controller and Principal Accounting Officer



28