QRS Reports Third Quarter 2004 Results

RICHMOND, CA – October 27, 2004 – QRS Corporation (Nasdaq: QRSI) announced today financial results for its third quarter ended September 30, 2004.

The Company reported third quarter revenues of $28.8 million, compared to $29.2 million for the second quarter 2004 and $31.3 million for the third quarter 2003. The Company also reported a third quarter net loss of $2.5 million, or 16 cents per share, diluted. This result compares to a net income of $1.5 million, or 9 cents per share, diluted, for the second quarter 2004, and to a net loss of $3.5 million, or 22 cents per share, diluted, for the third quarter 2003. Included in the third quarter 2004 results was a $3.75 million termination fee paid to JDA Software Group, Inc. (JDA) related to QRS’ termination of its merger agreement with JDA. Excluding restructuring expenses, non-GAAP operating income was $1.5 million for the third quarter 2004, as compared to $1.5 million for the second quarter 2004, and $1.8 million for the third quarter 2003. Excluding restructuring expenses in the third quarter of 2003 and 2004 and the merger termination fee in the third quarter of 2004, non-GAAP net income was $1.6 million in the third quarter 2004, as compared to net income of $1.5 million for the second quarter 2004, and non-GAAP net income of $1.8 million for the third quarter 2003.

The Company reported a third quarter gross margin of 46%, which compares to 49% in the second quarter 2004 and 50% in the third quarter 2003. Third quarter total operating expenses were $12.1 million, compared to $12.9 million for the second quarter 2004 and $19.2 million for the third quarter 2003.

Cash and marketable securities at the end of the third quarter were $29.3 million, compared to $33.2 million at the end of the second quarter 2004, reflecting primarily the payment of the aforementioned $3.75 million termination fee.

Recent QRS accomplishments include:

  • QRS continued to sign contracts for solutions in its traditional business - which includes QRS Catalogue™, QRS Retail Intelligence ServicesSM and the Company’s Trading Community Management solutions. QRS also signed a license agreement for its product information management (PIM) solution, QRS Impact™, with MjC SF LLC., a retail manufacturer.
  • The company announced the general availability of QRS Reveal™, a new solution for transaction lifecycle visibility, which includes increased supply chain efficiency and improved accuracy of trading partner communications. After a robust beta program with several large QRS customers, the Company recently signed an agreement with Boscov’s to use QRS Reveal™ for Boscov’s retail trading community.

On September 3, 2004, QRS entered into a merger agreement with privately-held Inovis International, Inc., pursuant to which QRS stockholders will receive $7.00 in cash for each share of QRS common stock. QRS has scheduled a special meeting of its stockholders to approve the merger agreement for November 12, 2004 and has mailed its definitive proxy statement to stockholders. The Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the proposed merger.

“ This merger will bring together two companies with highly complementary solution suites and a shared commitment to helping the global retail trading community connect, transact and collaborate more effectively,” said Liz Fetter, President and CEO of QRS. “This opportunity to marry our retail expertise and blue chip retail customer base with Inovis’ strength in cross-industry business commerce automation solutions will benefit customers and shareholders alike. ”

Due to the proposed merger, QRS will not be holding a conference call to discuss third quarter results.

About QRS

QRS (Nasdaq: QRSI) is a technology company that serves the global retail trading community. We offer collaborative commerce solutions that drive a new standard for global brand execution. At QRS, we manage the flow of critical commerce information and leverage our retail technology expertise to address fundamental industry challenges such as global data synchronization, mandate compliance, transaction management and global trade management. QRS solutions help approximately 9,800* customers expand into new markets and channels, improve operational efficiency and differentiate their brand. Learn more about QRS at www.qrs.com.

*Based on total, unique QRS corporate customers that purchased or licensed QRS products and services between July 1, 2003 and June 30, 2004.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements regarding future events, including without limitation statements regarding or assuming the consummation of the pending merger of Inovis International, Inc. ("Inovis") and QRS Corporation ("QRS"), and benefits of the pending merger. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events. Factors that could cause actual results to differ materially from those described herein include: (a) Inovis' ability to leverage the QRS products to enable it to further expand its position in the Inovis market; (b) Inovis' ability to successfully integrate and market the QRS products; and (c) both companies' ability to obtain required approvals. Additional information relating to the uncertainty affecting the business of QRS is contained in QRS' filings with the Securities and Exchange Commission ("SEC"). Neither Inovis nor QRS is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to the specific risks identified in the preceding paragraph, mergers involve a number of special risks, including diversion of management's attention to the assimilation of the technology and personnel of acquired businesses, costs related to the merger, the integration of acquired products, technologies and employees into Inovis' business and product offerings, and the risk that the merger is not consummated.

Caution Required by Certain SEC Rules

In connection with the merger of Inovis International, Inc. ("Inovis") and QRS Corporation ("QRS"), QRS has filed a proxy statement for QRS' special stockholder meeting with the Securities and Exchange Commission ("SEC"). Investors and security holders are advised to read the proxy statement because it contains important information about the proposed merger. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by QRS with the SEC at the SEC's website at http://www.sec.gov. Free copies of the proxy statement and other documents filed by QRS with the SEC may also be obtained from QRS by directing a request to QRS, Attention: Stacey Giamalis, Secretary, (510) 215-5000.

QRS and its directors and its executive officers may be deemed, under SEC rules, to be soliciting proxies from QRS' stockholders in favor of the proposed merger. Information regarding the identity of these persons, and their interests in the solicitation, are set forth in a Schedule 14A filed with the SEC, and is available free of charge at the SEC website and public reference rooms, and from the QRS corporate secretary.


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