UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October 31~~July 31, ~~2018~~2019

☐	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 0-22823

QAD Inc.

(Exact name of Registrant as specified in its charter)

Delaware	77-0105228
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 Innovation Pl~~ace,~~Place, Santa Barbara, California 93108

(Address of principal executive offices)

(805) 566-6000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	QADA	NASDAQ Global Select Market
Class B Common Stock, $0.001 par value	QADB	NASDAQ Global Select Market

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 ☑ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☐

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~November 30, 2018,~~August 31, 2019, there were ~~16,362,810~~17,024,858 shares of the Registrant’s Class A common stock outstanding and ~~3,263,906~~3,321,002 shares of the Registrant’s Class B common stock outstanding.

QAD INC.

INDEX

			Page
PART I - FINANCIAL INFORMATION

	ITEM 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018~~2019	31

		Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income ~~(Loss)~~ for the Three and ~~Nine~~Six Months Ended ~~October~~July 31, ~~2018~~2019 and ~~2017~~2018	42

		Condensed Consolidated Statement of Stockholders' Equity for the Six Months Ended July 31, 2019 and 2018	3

		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~October~~July 31, ~~2018~~2019 and ~~2017~~2018	54

		Notes to Condensed Consolidated Financial Statements	65

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521

	ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	4035

	ITEM 4.	Controls and Procedures	4136

PART II - OTHER INFORMATION

	ITEM 1.	Legal Proceedings	4136

	~~ITEM1A.~~ITEM 1A.	Risk Factors	4236

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4236

	ITEM 3.	Defaults Upon Senior Securities	4236

	ITEM 4.	Mine Safety Disclosure	4236

	ITEM 5.	Other Information	4236

	ITEM 6	Exhibits	4237

	SIGNATURES		4338

PART I

ITEM 1 – FINANCIAL STATEMENTS

QAD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

	October 31, 2018			January 31, 2018			July 31, 2019			January 31, 2019
Assets

Current assets:
Cash and equivalents	$	138,080		$	147,023		$	141,768		$	139,413
Accounts receivable, net of allowances of $2,161 and $1,763 at October 31, 2018 and January 31, 2018, respectively		46,420			83,518
Other current assets, net		19,493			15,856
Short-term investments								1,200			1,200
Accounts receivable, net of allowances of $2,837 and $2,901 at July 31, 2019 and January 31, 2019, respectively								41,495			81,577
Prepaid expenses and other current assets, net								23,411			22,150
Total current assets		203,993			246,397			207,874			244,340
Property and equipment, net		29,600			30,408
Property and equipment, net of accumulated depreciation and amortization of $40.1 million and $39.2 million at July 31, 2019 and January 31, 2019, respectively								29,446			29,621
Lease right-of-use assets								18,195			—
Capitalized software costs, net		1,486			990			1,720			1,598
Goodwill		12,284			11,023			12,379			12,423
Deferred tax assets, net		11,363			7,944			6,571			16,172
Other assets, net		11,784			3,055			12,202			13,020
Total assets	$	270,510		$	299,817		$	288,387		$	317,174

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	481		$	466		$	492		$	487
Lease liabilities								4,855			—
Accounts payable		10,660			14,818			7,808			9,902
Deferred revenue		80,537			116,693			94,399			115,253
Other current liabilities		35,059			43,460			32,510			40,348
Total current liabilities		126,737			175,437			140,064			165,990
Long-term debt		12,957			13,313			12,589			12,836
Long-term lease liabilities								14,059			—
Other liabilities		4,773			5,439			5,815			5,101
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value. Authorized 5,000,000 shares; none issued or outstanding								—			—
Common stock:
Class A, $0.001 par value. Authorized 71,000,000 shares; issued 16,605,215 shares at both October 31, 2018 and January 31, 2018		16			16
Class B, $0.001 par value. Authorized 4,000,000 shares; issued 3,537,380 shares at both October 31, 2018 and January 31, 2018		4			4
Class A, $0.001 par value. Authorized 71,000,000 shares; issued 16,605,215 shares at both July 31, 2019 and January 31, 2019								16			16
Class B, $0.001 par value. Authorized 4,000,000 shares; issued 3,537,380 shares at both July 31, 2019 and January 31, 2019								4			4
Additional paid-in capital		194,292			200,456			196,312			196,723
Treasury stock, at cost (517,582 shares and 892,700 shares at October 31, 2018 and January 31, 2018, respectively)		(7,384	)		(12,461	)
Treasury stock, at cost (59,309 Class A shares and 273,474 Class B shares at July 31, 2019 and 241,667 Class A shares and 273,474 Class B shares at January 31, 2019)								(4,943	)		(7,350	)
Accumulated deficit		(52,047	)		(75,559	)		(67,903	)		(48,485	)
Accumulated other comprehensive loss		(8,838	)		(6,828	)		(7,626	)		(7,661	)
Total stockholders’ equity		126,043			105,628			115,860			133,247
Total liabilities and stockholders’ equity	$	270,510		$	299,817		$	288,387		$	317,174

See Accompanying Notes to Condensed Consolidated Financial Statements.

QAD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 31,						October 31,						July 31,						July 31,
	2018			2017			2018			2017			2019			2018			2019			2018

Revenue:
Subscription	$	23,863		$	17,190		$	67,813		$	49,953		$	25,888		$	22,439		$	51,194		$	43,950
License		4,631			6,628			16,458			18,636			3,516			5,561			7,982			11,827
Maintenance and other		30,401			32,407			92,458			96,284			29,586			30,574			59,485			62,057
Professional services		20,682			20,700			73,581			59,392			17,388			25,969			35,752			52,899
Total revenue		79,577			76,925			250,310			224,265			76,378			84,543			154,413			170,733

Costs of revenue:
Subscription		8,686			7,605			25,248			22,753			9,903			8,334			19,320			16,562
License		534			690			1,772			2,203			554			574			1,145			1,238
Maintenance and other		7,716			7,840			23,355			23,374			7,459			7,774			15,062			15,639
Professional services		20,425			21,911			68,489			61,276			18,116			23,754			37,439			48,064
Total cost of revenue		37,361			38,046			118,864			109,606			36,032			40,436			72,966			81,503

Gross profit		42,216			38,879			131,446			114,659			40,346			44,107			81,447			89,230

Operating expenses:
Sales and marketing		18,447			17,697			57,895			52,981			20,191			19,502			41,082			39,448
Research and development		13,155			12,111			40,674			35,332			13,870			13,513			27,857			27,519
General and administrative		8,095			8,556			26,823			26,373			10,392			9,366			19,810			18,728
Amortization of intangibles from acquisitions		45			85			45			359			66			—			133			—
Total operating expenses		39,742			38,449			125,437			115,045			44,519			42,381			88,882			85,695

Operating income (loss)		2,474			430			6,009			(386	)
Operating (loss) income														(4,173	)		1,726			(7,435	)		3,535

Other (income) expense:
Interest income		(646	)		(440	)		(1,913	)		(1,101	)		(789	)		(743	)		(1,513	)		(1,267	)
Interest expense		177			195			488			508			148			154			301			311
Other (income) expense, net		(636	)		(413	)		(1,309	)		1,399
Total other (income) expense		(1,105	)		(658	)		(2,734	)		806
Other (income), net														(154	)		(269	)		(326	)		(673	)
Total other (income), net														(795	)		(858	)		(1,538	)		(1,629	)

Income (loss) before income taxes		3,579			1,088			8,743			(1,192	)
(Loss) income before income taxes														(3,378	)		2,584			(5,897	)		5,164
Income tax expense		597			1,249			3,251			2,701			9,872			1,471			10,587			2,654

Net income (loss)	$	2,982		$	(161	)	$	5,492		$	(3,893	)
Net (loss) income													$	(13,250	)	$	1,113		$	(16,484	)	$	2,510

Basic net income (loss) per share
Basic net (loss) income per share
Class A	$	0.16		$	(0.01	)	$	0.29		$	(0.21	)	$	(0.69	)	$	0.06		$	(0.86	)	$	0.13
Class B	$	0.13		$	(0.01	)	$	0.24		$	(0.17	)	$	(0.57	)	$	0.05		$	(0.71	)	$	0.11
Diluted net (loss) income per share
Class A	$	0.14		$	(0.01	)	$	0.26		$	(0.21	)	$	(0.69	)	$	0.05		$	(0.86	)	$	0.12
Class B	$	0.12		$	(0.01	)	$	0.23		$	(0.17	)	$	(0.57	)	$	0.05		$	(0.71	)	$	0.11

Net income (loss)	$	2,982		$	(161	)	$	5,492		$	(3,893	)
Other comprehensive income, net of tax:
Net (loss) income													$	(13,250	)	$	1,113		$	(16,484	)	$	2,510
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(1,174	)		(743	)		(2,010	)		1,029			298			(326	)		35			(836	)
Total comprehensive income (loss)	$	1,808		$	(904	)	$	3,482		$	(2,864	)
Total comprehensive (loss) income													$	(12,952	)	$	787		$	(16,449	)	$	1,674

See Accompanying Notes to Condensed Consolidated Financial Statements.

QAD INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except per share data)

(unaudited)

	Six Months Ended July 31, 2019
	Number of Shares							Amount				Additional Paid-in			Treasury			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Class A		Class B		Treasury			Class A		Class B		Capital			Stock			Deficit			Loss			Equity
Balance, January 31, 2019		16,605		3,537		(515	)	$	16	$	4	$	196,723		$	(7,350	)	$	(48,485	)	$	(7,661	)	$	133,247
Net loss		—		—		—			—		—		—			—			(16,484	)		—			(16,484	)
Foreign currency translation adjustments		—		—		—			—		—		—			—			—			35			35
Stock award exercises		—		—		9			—		—		(357	)		202			—			—			(155	)
Stock compensation expense		—		—		—			—		—		5,492			—			—			—			5,492
Dividends declared ($0.144 and $0.12 per Class A and Class B share, respectively)		—		—		—			—		—		—			—			(2,761	)		—			(2,761	)
Restricted stock		—		—		174			—		—		(5,546	)		2,205			—			—			(3,341	)
Adoption of ASU2016-02, Leases (Topic 842)		—		—		—			—		—		—			—			(173	)		—			(173	)
Balance, July 31, 2019		16,605		3,537		(332	)	$	16	$	4	$	196,312		$	(4,943	)	$	(67,903	)	$	(7,626	)	$	115,860

	Six Months Ended July 31, 2018
	Number of Shares							Amount				Additional Paid-in			Treasury			Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Class A		Class B		Treasury			Class A		Class B		Capital			Stock			Deficit			Loss			Equity
Balance, January 31, 2018		16,605		3,537		(892	)	$	16	$	4	$	200,456		$	(12,461	)	$	(75,559	)	$	(6,828	)	$	105,628
Cumulative effect of the adoption of ASC606 and ASU2016-16		—		—		—			—		—		—			—			22,125			—			22,125
Adjusted balance at February 1, 2018		16,605		3,537		(892	)	$	16	$	4	$	200,456		$	(12,461	)	$	(53,434	)	$	(6,828	)	$	127,753
Net income		—		—		—			—		—		—			—			2,510			—			2,510
Foreign currency translation adjustments		—		—		—			—		—		—			—			—			(836	)		(836	)
Stock award exercises		—		—		192			—		—		(7,722	)		3,349			—			—			(4,373	)
Stock compensation expense		—		—		—			—		—		5,470			—			—			—			5,470
Dividends declared ($0.144 and $0.12 per Class A and Class B share, respectively)		—		—		—		— —			—		—			—			(2,731	)		—			(2,731	)
Restricted stock		—		—		171			—		—		(5,783	)		1,580			—			—			(4,203	)
Balance, July 31, 2018		16,605		3,537		(529	)	$	16	$	4	$	192,421		$	(7,532	)	$	(53,655	)	$	(7,664	)	$	123,590

See Accompanying Notes to Condensed Consolidated Financial Statements.

QAD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended October 31,						Six Months Ended July 31,
	2018			2017			2019			2018

Cash flows from operating activities:
Net income (loss)	$	5,492		$	(3,893	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net (loss) income							$	(16,484	)	$	2,510
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		4,100			4,401			3,070			2,699
Amortization of costs capitalized to obtain and fulfill contracts		3,107			-
Net change in valuation allowance		3,760			4,182
Amortization of costs capitalized to obtain revenue contracts, net								2,161			2,051
Non-cash lease expense								2,965			-
Net change in valuation allowance for deferred tax assets								11,527			4,553
Other deferred income taxes		(824	)		(4,565	)		19			(1,649	)
Loss on disposal of equipment		26			52			16			4
Provision for doubtful accounts and sales adjustments		926			675			127			498
Stock compensation expense		7,618			6,671			5,492			5,470
Change in fair value of derivative instrument		(198	)		(103	)		251			(152	)
Other, net								69			-
Changes in assets and liabilities:
Accounts receivable		33,923			19,085			39,188			27,033
Costs capitalized to obtain and fulfill contracts		(2,510	)		-
Other assets		688			2,023
Costs capitalized to obtain revenue contracts, net								(2,158	)		(1,692	)
Lease liabilities								(3,095	)		-
Prepaid expenses and other assets								(1,683	)		(894	)
Accounts payable		(3,503	)		(981	)		(1,910	)		(3,480	)
Deferred revenue		(30,977	)		(23,839	)		(18,707	)		(21,683	)
Other liabilities		(6,511	)		(864	)		(6,670	)		(6,122	)
Net cash provided by operating activities		15,117			2,844			14,178			9,146
Cash flows from investing activities:
Purchase of property and equipment		(3,225	)		(2,587	)		(3,707	)		(2,004	)
Acquisition of businesses, net of cash acquired		(2,655	)		-
Acquisition of business, net of cash acquired								-			(450	)
Purchase of short-term investments								(1,200	)		-
Proceeds from sale of short-term investments								1,200			-
Capitalized software costs		(778	)		(809	)		(534	)		(536	)
Net cash used in investing activities		(6,658	)		(3,396	)		(4,241	)		(2,990	)
Cash flows from financing activities:
Repayments of debt		(350	)		(333	)		(253	)		(234	)
Tax payments related to stock awards		(8,705	)		(3,243	)		(3,496	)		(8,576	)
Cash dividends paid		(4,105	)		(4,021	)		(2,761	)		(2,731	)
Net cash used in financing activities		(13,160	)		(7,597	)		(6,510	)		(11,541	)

Effect of exchange rates on cash and equivalents		(4,242	)		3,094			(1,072	)		(2,110	)

Net decrease in cash and equivalents		(8,943	)		(5,055	)
Net increase (decrease) in cash and equivalents								2,355			(7,495	)

Cash and equivalents at beginning of period		147,023			145,082			139,413			147,023

Cash and equivalents at end of period	$	138,080		$	140,027		$	141,768		$	139,528

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	458		$	458		$	294		$	305
Income taxes, net of refunds	$	2,558		$	2,865		$	2,368		$	1,632

See Accompanying Notes to Condensed Consolidated Financial Statements.

QAD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements fairly present the financial information contained therein. These statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial statements and footnotes are unaudited. In management’s opinion, all necessary adjustments, consisting of normal, recurring and non-recurring adjustments, have been included in the accompanying Condensed Consolidated Financial Statements to present fairly the financial position and operating results of QAD Inc. (“QAD” or the “Company”). The Condensed Consolidated Financial Statements do not include all disclosures required by GAAP accounting principles for annual financial statements and should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, ~~2018.~~2019. The Condensed Consolidated Financial Statements include the results of the Company and its wholly owned subsidiaries. Because of seasonal and other factors, results of operations for the ~~three and nine~~six months ended ~~October~~July 31, ~~2018~~2019 are not necessarily indicative of the results to be expected for the year ending January 31, ~~2019.~~2020.

The Company’s accounting policies are set forth in detail in Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended January 31, ~~2018~~2019 with the Securities and Exchange Commission. Such Annual Report also contains a discussion of the Company’s critical accounting policies and estimates. The Company believes that these ~~critical~~ accounting policies and estimates affect its more significant estimates and judgments used in the preparation of the Company’s consolidated financial statements.

~~Effective February 1, 2018,~~Assets Held for Sale

During the second quarter of fiscal 2020, the Company ~~adopted~~vacated its building located in Dublin, Ireland, and moved operations into leased office space. The Company entered into an agreement to sell the ~~requirements of Accounting Standards Update (“ASU”) No.2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(“Topic 606”) using~~building and expects to complete the ~~modified retrospective method.~~sale within the next 12 months. The ~~Company’s updated accounting policy on revenue recognition is described in Note 2 and in “Critical accounting policies” in Item 2 of this Form 10-Q.~~

~~Certain prior year amounts have been reclassified for consistency with the current year presentation. Adjustments were made to the operating activities section~~net book value of the building of $1.7 million was classified as assets held for sale, and is included in “Prepaid expenses and other current assets, net” in the accompanying Condensed Consolidated ~~Statements~~Balance Sheet as of ~~Cash Flows. These reclassifications had no effect on the reported results of operations and no effect on previously reported cash flows from operating activities.~~ July 31, 2019.

Recent Accounting Pronouncements

~~With the exception of those~~Except as discussed below, there have been no recent changes in accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or adopted by the Company during the ~~three or nine~~six months ended ~~October~~July 31, ~~2018,~~2019, that are of significance, or potential significance, to the Company.

Recent Accounting Pronouncements Adopted

In ~~October~~February 2016, the FASB issued ~~ASU 2016-16,~~Accounting Standards Update (“ASU”) 2016-02, ~~Intra-Entity Transfers of Assets Other Than Inventory~~Leases (Topic 842)., This pronouncement requires lessees to recognize a liability for lease obligations, which ~~removes~~represents the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers other than inventory. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted as of the beginning of the annual reporting period in which the ASU was issued. ASU 2016-16 was adopted by the Company effective February 1, 2018 on a modified retrospective basis, resulting in a $9.6 million decreasediscounted obligation to ~~accumulated deficit~~make future lease payments, and a corresponding ~~increase to deferred tax assets.~~

~~In August 2016,~~right-of-use (“ROU”) asset on the ~~FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic~~ ~~230~~~~) Classification of Certain Cash Receipts and Cash Payments~~, that modifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with earlier adoption permitted. ASU 2016-15 was adopted by the Company effective February 1, 2018 on a retrospective basis, with no material changes reflected in the Condensed Consolidated Statement of Cash Flows.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(Topic 606), which supersedes the revenue recognition requirements in~~ ~~Revenue Recognition~~ ~~(Topic 605) and Subtopic 985-605~~ ~~Software - Revenue Recognition~~. Topic 605 and Subtopic 985-605 are collectively referred to as “Topic 605” or “prior GAAP.” Under Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, Topic 606 requires enhanced disclosures, including disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

balance sheet. The Company adopted ~~Topic 606 on the first day~~ASU 2016-02, along with related clarifications and improvements, as of ~~fiscal~~February 1, 2019, using the modified retrospective transition method. Under this method, QAD evaluated contracts that were in effect at the beginning of fiscal 2019 as if those contracts had been accounted for under Topic 606. The Company did not evaluate individual modifications for those periods prior to the adoption date, but the aggregate effect of all modifications as of the adoption date and such effects are provided below. Under the modified retrospective transition method, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-Topic 606 accounting. A cumulative catch-up adjustment was recorded to beginning accumulated deficit to reflect the impact of all existing arrangements under Topic 606.

~~The most significant impacts of the adoption of Topic 606 were as follows:~~

●

Removal of vendor specific objective evidence (“VSOE”) under prior GAAP resulted in earlier recognition of license and services revenues in those instances where the Company sold a multi-element deal where services did not have VSOE. At adoption, QAD decreased accumulated deficit and deferred revenue by $2.0 million as this revenue would otherwise have been recognized in future periods according to prior GAAP;

●

Removal of the limitation on contingent revenue resulted in revenue being recognized earlier for certain contracts. At adoption, QAD decreased accumulated deficit and increased contract assets by $0.8 million as this revenue would otherwise have been recognized in future periods as invoiced according to prior GAAP;

●

Contracts containing a future option to the customer represented a material right which resulted in deferral of revenue. At adoption, QAD increased accumulated deficit and deferred revenue by $0.3 million as this revenue would have been otherwise earned in previous periods according to prior GAAP;

●

Commission expenses related to new cloud and maintenance contracts are no longer expensed as incurred; rather these incremental commission costs and other associated fringe benefits are capitalized and amortized over the associated term of economic benefit which the Company has determined to be five years. As a result, QAD decreased accumulated deficit and increased other current and non-current assets by $9.1 million at the adoption date;

●

Sales agent fees to obtain new cloud and maintenance contracts are no longer be expensed as incurred; rather these costs will be capitalized and amortized over the associated term of economic benefit which the Company has determined to be five years. As a result, QAD decreased accumulated deficit and increased other current and non-current assets by $1.0 million at the adoption date; and

●

Cloud environment setup costs incurred to fulfill new cloud customer contracts are no longer expensed as incurred; rather these costs are capitalized and amortized over the associated term of economic benefit which the Company has determined to be five years. As a result, QAD decreased accumulated deficit and increased other current and non-current assets by $1.5 million at the adoption date.

~~The tax impact of the above adjustments was assessed and, at adoption, QAD increased accumulated deficit and decreased net deferred tax assets by $1.6 million.~~

~~Adjustments to beginning consolidated balance sheet accounts~~

~~The following table presents the cumulative effect adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for the new accounting standards adopted by~~approach, which allows the Company onto apply Accounting Standards Codification (“ASC”) 840, Leases, in the ~~first day of fiscal 2019:~~

Jan. 31, 2018

Topic 606

ASU2016-16 (1)

Feb. 1, 2018

(in thousands)

Assets

Current assets:

Cash and equivalents
$ 147,023 $ - $ - $ 147,023
Accounts receivable, net
83,518 - - 83,518
Other current assets, net
15,856 4,013 - 19,869
Total current assets
246,397 4,013 - 250,410
Property and equipment, net
30,408 - - 30,408
Capitalized software costs, net
990 - - 990
Goodwill
11,023 - - 11,023
Deferred tax assets, net
7,944 (1,643
)
9,584 15,885
Other assets, net
3,055 8,421 - 11,476
Total assets
$ 299,817 $ 10,791 $ 9,584 $ 320,192

Liabilities and stockholders’ equity

Current portion of long-term debt
$ 466 $ - $ - $ 466
Accounts payable
14,818 - - 14,818
Deferred revenue
116,693 (1,239
)
- 115,454
Other current liabilities
43,460 - - 43,460
Total current liabilities
175,437 (1,239
)
- 174,198
Long-term debt
13,313 - - 13,313
Other liabilities
5,439 (511
)
- 4,928
Stockholders’ equity

Common stock - Class A
16 - - 16
Common stock - Class B
4 - - 4
Additional paid-in capital
200,456 - - 200,456
Treasury stock
(12,461
)
- - (12,461
)
Accumulated deficit
(75,559
)
12,541 9,584 (53,434
)
Accumulated other comprehensive loss
(6,828
)
- - (6,828
)
Total stockholders’ equity
105,628 12,541 9,584 127,753
Total liabilities and stockholders’ equity
$ 299,817 $ 10,791 $ 9,584 $ 320,192

~~___________________________~~

~~(1)~~

~~For further information about the adoption of~~ ~~Income taxes (Topic~~ ~~740~~~~): Intra-entity Transfers of Assets Other Than Inventory~~ ~~see Note 9 “Income Taxes.”~~

~~The following table summarizes the effects of adopting Topic 606 on the Company’s Condensed Consolidated Balance Sheet as of October 31, 2018:~~

As reported
under Topic 606

Adjustments

Balances under
Prior GAAP

(in thousands)

Assets

Current assets:

Cash and equivalents
$ 138,080 $ - $ 138,080
Accounts receivable, net
46,420 - 46,420
Other current assets, net
19,493 (4,087
)
15,406
Total current assets
203,993 (4,087
)
199,906
Property and equipment, net
29,600 - 29,600
Capitalized software costs, net
1,486 - 1,486
Goodwill
12,284 - 12,284
Deferred tax assets, net
11,363 959 12,322
Other assets, net
11,784 (7,438
)
4,346
Total assets
$ 270,510 $ (10,566
)
$ 259,944

Liabilities and stockholders’ equity

Current portion of long-term debt
$ 481 $ - $ 481
Accounts payable
10,660 - 10,660
Deferred revenue
80,537 3,630 84,167
Other current liabilities
35,059 - 35,059
Total current liabilities
126,737 3,630 130,367
Long-term debt
12,957 - 12,957
Other liabilities
4,773 645 5,418
Stockholders’ equity

Common stock - Class A
16 - 16
Common stock - Class B
4 - 4
Additional paid-in capital
194,292 - 194,292
Treasury stock
(7,384
)
- (7,384
)
Accumulated deficit
(52,047
)
(14,861
)
(66,908
)
Accumulated other comprehensive loss
(8,838
)
20 (8,818
)
Total stockholders’ equity
126,043 (14,841
)
111,202
Total liabilities and stockholders’ equity
$ 270,510 $ (10,566
)
$ 259,944

~~The following table summarizes the effects of adopting Topic 606 on the Company’s Condensed Consolidated Statement of Income for the three months ended October 31, 2018:~~

As reported
under Topic 606

Adjustments

Balances under
Prior GAAP

(in thousands, except per share amounts)

Revenue

Subscription fees
$ 23,863 $ (517
)
$ 23,346
License fees
4,631 188 4,819
Maintenance and other
30,401 50 30,451
Professional services
20,682 (231
)
20,451
Total revenue
79,577 (510
)
79,067
Cost of revenue:

Subscription fees
8,686 (38
)
8,648
License fees
534 - 534
Maintenance and other
7,716 - 7,716
Professional services
20,425 - 20,425
Total cost of revenue
37,361 (38
)
37,323
Gross profit
42,216 (472
)
41,744
Operating expenses:

Sales and marketing
18,447 (306
)
18,141
Research and development
13,155 (59
)
13,096
General and administrative
8,095 - 8,095
Amortization of intangibles from acquisitions
45 - 45
Total operating expenses
39,742 (365
)
39,377
Operating income
2,474 (107
)
2,367
Other (income) expense

Interest income
(646
)
- (646
)
Interest expense
177 - 177
Other income
(636
)
- (636
)
Total other income, net
(1,105
)
- (1,105
)
Income before income taxes
3,579 (107
)
3,472
Income tax expense
597 4 601
Net income
$ 2,982 $ (111
)
$ 2,871
Basic income per share

Class A
$ 0.16 $ (0.01
)
$ 0.15
Class B
$ 0.13 $ (0.00
)
$ 0.13
Diluted income per share

Class A
$ 0.14 $ (0.01
)
$ 0.13
Class B
$ 0.12 $ (0.00
)
$ 0.12

~~The following table summarizes the effects of adopting Topic 606 on the Company’s Condensed Consolidated Statement of Income for the nine months ended October 31, 2018:~~

As reported
under Topic 606

Adjustments

Balances under
Prior GAAP

(in thousands, except per share amounts)

Revenue

Subscription fees

$
67,813

$
(1,074
)

$
66,739

License fees

16,458

(1,198
)

15,260

Maintenance and other

92,458

163

92,621

Professional services

73,581

(1,077
)

72,504

Total revenue

250,310

(3,186
)

247,124

Cost of revenue:

Subscription fees

25,248

(24
)

25,224

License fees

1,772

-

1,772

Maintenance and other

23,355

-

23,355

Professional services

68,489

-

68,489

Total cost of revenue

118,864

(24
)

118,840

Gross profit

131,446

(3,162
)

128,284

Operating expenses:

Sales and marketing

57,895

(590
)

57,305

Research and development

40,674

(177
)

40,497

General and administrative

26,823

-

26,823

Amortization of intangibles from acquisitions

45

-

45

Total operating expenses

125,437

(767
)

124,670

Operating income

6,009

(2,395
)

3,614

Other (income) expense

Interest income

(1,913
)

-

(1,913
)
Interest expense

488

-

488

Other income

(1,309
)

-

(1,309
)
Total other income, net

(2,734
)

-

(2,734
)
Income before income taxes

8,743

(2,395
)

6,348

Income tax expense

3,251

(75
)

3,176

Net income

$
5,492

$
(2,320
)

$
3,172

Basic income per share

Class A

$
0.29

$
(0.12
)

$
0.17

Class B

$
0.24

$
(0.10
)

$
0.14

Diluted income per share

Class A

$
0.26

$
(0.11
)

$
0.15

Class B

$
0.23

$
(0.10
)

$
0.13

The following table summarizes the effects of adopting Topic 606 on the financial statement line items of the Company’s Condensed Consolidated Statement of Cash Flows for the nine months ended October 31, 2018:

As reported
under Topic 606

Adjustments

Balances under
Prior GAAP

(in thousands)

Net income

$
5,492

$
(2,320
)

$
3,172

Amortization of costs capitalized to obtain and fulfill contracts

3,107

(2,483
)

624

Net change in valuation allowance

3,760

648

4,408

Changes in operating assets and liabilities:

Costs capitalized to obtain and fulfill contracts

(2,510
)

1,868

(642
)
Other assets

688

(258
)

430

Deferred revenue

(30,977
)

2,525

(28,452
)
Net cash provided by operating activities

15,117

(20
)

15,097

Effect of exchange rates on cash and equivalents

(4,242
)

20

(4,222
)

~~Recent Accounting Pronouncements~~ ~~Not~~ ~~Yet Adopted~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic~~ ~~842~~). ASU 2016-02 requires companies to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use (“ROU”) assets. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which allows for an additional optional transition method where comparative periods presented in the ~~financial statements~~year of adoption. Accordingly, the comparative periods and disclosures have not been restated. The cumulative effect of adoption was recorded as an adjustment to the opening balance sheet in the period of adoption will not be restated and instead those periods will be presented under existing guidance in accordance with ASC 840, Leases. The ASUs are effective for the Company in its first quarter of fiscal 2020 on a modified retrospective basis and earlier adoption is permitted. The Company has elected to not restate prior periods and will present the cumulative effect of applying the new standard within the opening balance of retained earnings on February 1, 2019, and the Company intends to elect certain other available practical expedients upon adoption. The Company’s leases are made up mostly of real estate, vehicle and equipment leases. As a result, the Company anticipates that ASC 842 will have a material impact on the condensed consolidated balance sheet due to the recognition of ROU assets and lease liabilities for operating leases. The Company does not expect that adoption will have a material impact on the condensed consolidated statement of operations and the statement of cash flows.

The Company ~~has completed~~elected the ~~first phase~~package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for certain assets. Additionally, the Company adopted the policy election to not recognize right-of-use assets and lease liabilities for short-term leases for all asset classes.

Adoption of the new standard resulted in the recording of a non-cash transitional adjustment to ROU lease assets and lease liabilities of approximately $13.1 million and $13.9 million, respectively, as of February 1, 2019. The difference between the ROU lease assets and lease liabilities represented existing deferred rent expense and prepaid rent that were derecognized and recorded to retained earnings in the Condensed Consolidated Balance Sheets. The adoption of ASU 2016-02 did not materially impact results of operations or cash flows.

Recent Accounting Pronouncements NotYet Adopted

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the accounting for implementation ~~project~~costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which ~~includes scoping~~costs to capitalize and ~~contract review.~~recognize as an asset and which costs to expense. ASU No. 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is in the process of completing the quantification of the lease assets and liabilities, assessment of implementation controls, and documentation of the new ASC 842 accounting policy. The Company is continuing to evaluatecurrently evaluating the impact of the adoption of this ~~guidance~~standard on its condensed consolidated financial ~~position, results of operations, cash flows and related disclosures and anticipates that adoption may require changes to its systems and processes.~~statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill to eliminate Step 2 from the goodwill impairment test. In addition, it eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if that fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. The amendments will be effective for the Company’s fiscal year beginning February 1, 2020. Early adoption is permitted. The new guidance is required to be applied on a prospective basis. The Company does not believe adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, which includes the Company's accounts receivables, certain financial instruments and contract assets. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will generally result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements in order to adopt the new standard in the first quarter of fiscal 2021.

REVENUE

QAD offers its software using the same underlying technology via two models: a traditional on-premises licensing model and a cloud-based subscription model. The on-premises model involves the sale or license of software on a perpetual basis to customers who take possession of the software and install and maintain the software on their own hardware. Under the cloud-based subscription delivery model, QAD provides access to its software on a hosted basis as a service and customers generally do not have the contractual right to take possession of the software.

The Company generates revenue through sales of licenses and maintenance provided to its on-premises customers and through subscriptions of its cloud-based software. QAD offers professional services to both its on-premises and cloud customers to assist them with the design, testing and implementation of its software.

The Company determines revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, the Company satisfies a performance obligation.

Revenue is presented net of sales, value-added and other taxes collected from customers and remitted to government authorities.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract.

The Company’s contracts which contain multiple performance obligations generally consist of the initial purchase of subscription or licenses and a professional services engagement. License purchases generally have multiple performance obligations as customers purchase maintenance in addition to the licenses. The Company’s single performance obligation arrangements are typically maintenance renewals, subscription renewals and services engagements.

For contracts with multiple performance obligations where the contracted price differs from the standalone selling price ("SSP") for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance obligation using its best estimate for the SSP. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed fiscal year to determine the range of selling prices applicable to a distinct good or service.

Judgment is required to determine the SSP for each distinct performance obligation. ~~The Company rarely licenses or sells its software products on a stand-alone basis, so the Company is required to estimate the range of SSPs for each performance obligation.~~ In instances where SSP is not directly observable because the Company does not sell the license, product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. In making these judgments, the Company analyzes various factors, including its pricing methodology and consistency, size of the arrangement, length of term, customer demographics and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. The Company rarely sells licenses on a stand alone basis, as the majority of its license sales to customers include first year maintenance with the license purchase. The Company frequently sells subscription, maintenance and services on a stand alone basis.

Subscription

Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the cloud environment is made available to the customer. The initial subscription period is typically 12 to 60 months. The Company generally invoices its customers in advance in quarterly or annual installments and typical payment terms provide that customers make payment within 30 days of invoice.

Software Licenses

Transfer of control for software is considered to have occurred upon electronic delivery of the license key that provides immediate availability of the product to the customer. The Company’s typical payment terms tend to vary by region but its standard payment terms are within 30-90 days of invoice.

Maintenance

Revenue from support services and product updates, referred to as maintenance revenue, is recognized ratably over the term of the maintenance period, which in most instances is one year. Software license updates provide customers with rights to unspecified software product updates, maintenance releases and patches released during the term of the support period on a when-and-if available basis. Product support includes Internet access to technical content, as well as Internet and telephone access to technical support personnel. The Company’s customers purchase both product support and license updates via the Company’s maintenance offering when they acquire new software licenses. In addition, a majority of customers renew their ~~support services~~maintenance contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

Professional Services

Revenue from professional services is typically comprised of implementation, development, training or other consulting services. Consulting services are generally sold on a time-and-materials or fixed fee basis and can include services ranging from software installation to data conversion and building non-complex interfaces to allow the software to operate in integrated environments. The Company recognizes revenue for time-and-materials arrangements as the services are performed. In fixed fee arrangements, revenue is recognized as services are performed as measured by costs incurred to date, compared to total estimated costs to complete the services project. Management applies judgment when estimating project status and the costs necessary to complete the services projects. A number of internal and external factors can affect these estimates, including labor rates, utilization and efficiency variances and specification and testing requirement changes. Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources and payments are typically due 30 days after invoice.

Indirect Sales Channels

The Company executes arrangements through indirect sales channels via sales agents and distributors who are authorized to market its software products to end users. In arrangements with sales agents, QAD contracts directly with the customer and sales agents are compensated on a commission basis. Distributor arrangements are those in which the resellers are authorized to market and distribute the Company’s software products to end users in specified territories and the distributor bears the risk of collection from the end user customer. The Company recognizes revenue from transactions with distributors when the distributor submits a signed agreement and transfer of control has occurred to the distributor in accordance with the five revenue recognition steps noted above. Revenue from distributor transactions is recorded on a net basis (the amount actually received by the Company from the distributor). QAD does not offer rights of return, product rotation or price protection to any of its distributors.

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by geography and by the customers’ industry within manufacturing, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenue by geography is as follows:

	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended July 31,				Six Months Ended July 31,
	2018		2017		2018		2017		2019		2018		2019		2018
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
North America	$	39,870	$	37,319	$	119,183	$	105,845	$	36,837	$	39,288	$	74,496	$	79,313
EMEA		22,549		21,439		74,542		64,547		22,118		26,906		44,627		51,993
Asia Pacific		12,348		12,550		37,773		37,683		11,751		12,866		23,637		25,425
Latin America		4,810		5,617		18,812		16,190		5,672		5,483		11,653		14,002
Total revenue	$	79,577	$	76,925	$	250,310	$	224,265	$	76,378	$	84,543	$	154,413	$	170,733

The Company’s revenue by industry is as follows:

	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended July 31,				Six Months Ended July 31,
	2018		2017		2018		2017		2019		2018		2019		2018
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Automotive	$	31,035	$	29,232	$	102,760	$	84,508	$	26,962	$	34,663	$	56,034	$	71,725
Consumer products and food and beverage		12,732		11,539		40,049		34,353		12,128		13,527		24,107		27,317
High technology and industrial products		23,873		25,385		74,231		72,534		26,389		25,363		51,937		50,358
Life sciences		11,937		10,769		33,270		32,870		10,899		10,990		22,335		21,333
Total revenue	$	79,577	$	76,925	$	250,310	$	224,265	$	76,378	$	84,543	$	154,413	$	170,733

Management Judgments

~~More judgments and estimates are required under Topic 606 than were required under Topic 605.~~ Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.

Revenue is recognized over time for the Company’s subscription, maintenance and fixed fee professional services that are separate performance obligations. For the Company’s professional services, revenue is recognized over time, generally using costs incurred or hours expended to measure progress. Judgment is required in estimating project status and the costs necessary to complete projects. A number of internal and external factors can affect these estimates, including labor rates, utilization, specification variances and testing requirement changes.

If a group of agreements are entered at or near the same time and so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be combined as one arrangement for revenue recognition purposes. The Company exercises judgment to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as a single arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.

If a contract includes variable consideration, the Company exercises judgment in estimating the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. When estimating variable consideration, the Company will consider all relevant facts and circumstances. Variable consideration will be estimated and included in the contract price only when it is probable that a significant reversal in the amount of revenue recognized will not occur.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on the Company’s Condensed Consolidated Balance Sheets. QAD records a contract asset when the Company has transferred goods or services but does not yet have the right to consideration. QAD records deferred revenue when the Company has received or has the right to receive consideration but has not yet transferred goods or services to the customer.

The contract assets indicated below are presented as other current and non-current assets in the Condensed Consolidated Balance Sheets. These assets primarily relate to professional services and subscription and consist of the Company’s rights to consideration for goods or services transferred but not billed as of ~~October~~July 31, ~~2018.~~2019. The contract assets are transferred to receivables when the rights to consideration become unconditional, usually upon completion of a milestone.

The Company’s contract balances are as follows:

	As of				July 31, 2019		January 31, 2019
	October 31, 2018		February 1, 2018		(In thousands)
	(In thousands)
Contract assets, short-term (in Other current assets, net)	$	1,452	$	890
Contract assets, short-term (in Prepaid expenses and other current assets, net)					$	2,391	$	2,058
Contract assets, long-term (in Other assets, net)		-		110		67		-
Total contract assets	$	1,452	$	1,000	$	2,458	$	2,058
Deferred revenue, short-term	$	80,537	$	115,454	$	94,399	$	115,253
Deferred revenue, long-term (in Other labilities)		1,071		1,644
Deferred revenue, long-term (in Other liabilities)						1,893		1,465
Total deferred revenue	$	81,608	$	117,098	$	96,292	$	116,718

During the ~~three and nine~~six months ended ~~October~~July 31, ~~2018,~~2019, the Company recognized ~~$50.2 million and $150.1~~$82.8 million of revenue ~~respectively,~~ that was included in the deferred revenue balance ~~as adjusted for Topic 606,~~ at the beginning of the period. All other activity in deferred revenue is due to the timing of invoicing in relation to the timing of revenue recognition.

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately ~~$214~~$250.5 million as of ~~October~~July 31, ~~2018,~~2019, of which the Company expects to recognize approximately ~~$130.6~~$156.0 million as revenue over the next 12twelve months and the remainder thereafter. In instances where the timing of revenue recognition differs from the timing of invoicing, QAD has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements.

Deferred Revenue

The Company typically invoices its customers for subscription and support fees in advance on a quarterly or annual basis, with payment due at the start of the subscription or support term. Unpaid invoice amounts for non-cancelable services starting in future periods are included in accounts receivable and deferred revenue. The portion of deferred revenue that QAD anticipates will be recognized after the succeeding twelve-month period is recorded as non-current deferred revenue, and the remaining portion is recorded as current deferred revenue.

Deferred revenues consisted of the following:

	As of
	October 31, 2018		January 31, 2018		July 31, 2019		January 31, 2019
	(in thousands)				(in thousands)
Deferred maintenance	$	50,708	$	80,811	$	59,636	$	77,037
Deferred subscription		27,751		31,034		32,791		34,020
Deferred professional services		1,811		3,523		1,849		2,146
Deferred license		95		756		89		1,713
Deferred other revenue		172		569		34		337
Deferred revenues, current		80,537		116,693		94,399		115,253
Deferred revenues, non-current (in Other liabilities)		1,071		2,156		1,893		1,465
Total deferred revenues	$	81,608	$	118,849	$	96,292	$	116,718

Practical Expedients and Exemptions

There are several practical expedients and exemptions allowed under Topic 606 that impact timing of revenue recognition and the Company’s disclosures. Below is a list of the practical expedients applied by the ~~Company applied in the adoption and application of Topic 606:~~

~~Application~~Company:

●

The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

●

The Company generally expenses sales commissions and sales agent fees when incurred when the amortization period would have been one year or less. These costs are recorded within sales and marketing expense in the Condensed Consolidated Statement of Operations and Comprehensive ~~Income~~ (Loss). Income.

●

The Company ~~also used the practical expedient to calculate~~calculates contract acquisition costs based on a portfolio of contracts with similar characteristics instead of a contract by contract analysis.

●

The Company does not disclose the value of unsatisfied performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (applies to time-and-material engagements).

~~Modified Retrospective Transition Adjustments~~

●

For contract modifications, the Company reflected the aggregate effect of all modifications that occurred prior to the adoption date when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied performance obligations for the modified contract at transition.

Costs to Obtain and Fulfill a Contract

The Company’s incremental direct costs of obtaining a contract consist of sales commissions and sales agent fees which are deferred and amortized ratably over the term of economic benefit which the Company has determined to be five years. These deferred costs are classified as current or non-current based on the timing of when the Company expects to recognize the expense. Incremental costs related to renewals are expensed as incurred because the term of economic benefit is one year or less. The current and non-current portions of deferred commissions are included in other current assets and other long-term assets, respectively, in the Company’s Condensed Consolidated Balance Sheets. At ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018,~~2019, the Company had ~~$10.4~~$11.0 million ~~and $10.1 million, respectively,~~ of deferred commissions and sales agent fees. For the three and ~~nine~~six months ended ~~October~~July 31, ~~2018,~~2019, $0.9 million and ~~$2.7~~$1.9 million, respectively, of amortization expense related to deferred commissions and sales agent fees ~~was~~were recorded in sales and marketing expense in the Company’s Condensed Consolidated Statement of Operations and Comprehensive ~~Income~~ (Loss). Income. For the three and six months ended July 31, 2018, $0.9 million and $1.8 million, respectively, of amortization expense related to deferred commissions and sales agent fees were recorded in sales and marketing expense in the Company’s Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

Costs to fulfill a contract, which are incurred upon initiation of certain services contracts and are related to initial customer setup, are included in other current assets and long-term assets in the Company’s Condensed Consolidated Balance Sheets. At ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018~~2019 the Company had deferred setup costs of $1.4 million and $1.5 ~~million.~~million, respectively. These costs are amortized over the term of economic benefit which the Company has determined to be five years. During the three and ~~nine~~six months ended ~~October~~July 31, ~~2018,~~2019, $0.1 million and ~~$0.4~~$0.3 million, respectively, of amortization expense related to deferred setup costs ~~was~~were recorded in cost of subscription in the Company’s Condensed Consolidated Statement of Operations and Comprehensive ~~Income~~ (Loss). Income. During the three and six months ended July 31, 2018, $0.1 million and $0.3 million, respectively, of amortization expense related to deferred setup costs were recorded in cost of subscription in the Company’s Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

Recoverability of these costs is subject to various business risks. Quarterly, the Company compares the carrying value of these assets with the undiscounted future cash flows expected to be generated by them to determine if there is impairment. If impaired, these assets are reduced to an estimated fair value on a discounted cash flow basis. No impairment losses were recognized during the ~~three or nine~~six months ended ~~October~~July 31, ~~2018.~~2019.

COMPUTATION OF NET (LOSS) INCOME ~~(LOSS)~~ PER SHARE

The following table sets forth the computation of basic and diluted net (loss) income ~~(loss)~~ per share:

Three Months Ended

Nine Months Ended

October 31,

October 31,

2018

2017

2018

2017

(in thousands, except per share data)

(in thousands, except per share data)

Net income (loss)
$ 2,982 $ (161
)
$ 5,492 $ (3,893
)
Less: Dividends declared
(1,374
)
(1,345
)
(4,105
)
(4,021
)
Undistributed net income (loss)
$ 1,608 $ (1,506
)
$ 1,387 $ (7,914
)

Net income (loss) per share – Class A Common Stock

Dividends declared
$ 1,178 $ 1,152 $ 3,518 $ 3,442
Allocation of undistributed net income (loss)
1,379 (1,291
)
1,189 (6,774
)
Net income (loss) attributable to Class A common stock
$ 2,557 $ (139
)
$ 4,707 $ (3,332
)

Weighted average shares of Class A common stock outstanding— basic
16,358 16,011 16,235 15,913
Weighted average potential shares of Class A common stock
1,590 — 1,676 —
Weighted average shares of Class A common stock and potential common shares outstanding— diluted
17,948 16,011 17,911 15,913

Basic net income (loss) per Class A common share
$ 0.16 $ (0.01
)
$ 0.29 $ (0.21
)
Diluted net income (loss) per Class A common share
$ 0.14 $ (0.01
)
$ 0.26 $ (0.21
)

Net income (loss) per share – Class B Common Stock

Dividends declared
$ 196 $ 193 $ 587 $ 579
Allocation of undistributed net income (loss)
229 (215
)
198 (1,140
)

Net income (loss) attributable to Class B common stock
$ 425 $ (22
)
$ 785 $ (561
)

Weighted average shares of Class B common stock outstanding— basic
3,264 3,214 3,253 3,212
Weighted average potential shares of Class B common stock
169 — 176 —
Weighted average shares of Class B common stock and potential common shares outstanding— diluted
3,433 3,214 3,429 3,212

Basic net income (loss) per Class B common share
$ 0.13 $ (0.01
)
$ 0.24 $ (0.17
)
Diluted net income (loss) per Class B common share
$ 0.12 $ (0.01
)
$ 0.23 $ (0.17
)

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2019			2018			2019			2018
	(in thousands, except per share data)						(in thousands, except per share data)
Net (loss) income	$	(13,250	)	$	1,113		$	(16,484	)	$	2,510
Less: Dividends declared		(1,387	)		(1,372	)		(2,761	)		(2,731	)
Undistributed net loss	$	(14,637	)	$	(259	)	$	(19,245	)	$	(221	)

Net (loss) income per share – Class A Common Stock
Dividends declared	$	1,191		$	1,176		$	2,370		$	2,340
Allocation of undistributed net loss		(12,570	)		(222	)		(16,522	)		(190	)
Net (loss) income attributable to Class A common stock	$	(11,379	)	$	954		$	(14,152	)	$	2,150

Weighted average shares of Class A common stock outstanding— basic		16,465			16,266			16,417			16,173
Weighted average potential shares of Class A common stock		—			1,661			—			1,713
Weighted average shares of Class A common stock and potential common shares outstanding— diluted		16,465			17,927			16,417			17,886

Basic net (loss) income per Class A common share	$	(0.69	)	$	0.06		$	(0.86	)	$	0.13
Diluted net (loss) income per Class A common share	$	(0.69	)	$	0.05		$	(0.86	)	$	0.12

Net (loss) income per share – Class B Common Stock
Dividends declared	$	196		$	196		$	391		$	391
Allocation of undistributed net loss		(2,067	)		(37	)		(2,723	)		(31	)
Net (loss) income attributable to Class B common stock	$	(1,871	)	$	159		$	(2,332	)	$	360

Weighted average shares of Class B common stock outstanding— basic		3,264			3,263			3,264			3,248
Weighted average potential shares of Class B common stock		—			171			—			177
Weighted average shares of Class B common stock and potential common shares outstanding— diluted		3,264			3,434			3,264			3,425

Basic net (loss) income per Class B common share	$	(0.57	)	$	0.05		$	(0.71	)	$	0.11
Diluted net (loss) income per Class B common share	$	(0.57	)	$	0.05		$	(0.71	)	$	0.11

Potential common shares consist of the shares issuable upon the release of restricted stock units (“RSUs”) and (“PSUs”) and the exercise of ~~stock options and~~ stock appreciation rights (“SARs”). The Company’s unvested RSUs and PSUs, and unexercised SARs are not considered participating securities as they do not have rights to dividends or dividend equivalents prior to release or exercise.

The following table sets forth the number of potential common shares not included in the calculation of diluted earnings per share because their effects were anti-dilutive:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,				October 31,				July 31,				July 31,
	2018		2017		2018		2017		2019		2018		2019		2018
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Class A		241		3,366		285		3,209		2,897		351		2,898		179
Class B		—		378		—		384		278		—		278		—

FAIR VALUE MEASUREMENTS

When determining fair value, the Company uses a three-tier value hierarchy which prioritizes the inputs used in measuring fair value. Whenever possible, the Company uses observable market data. The Company relies on unobservable inputs only when observable market data is not available. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

• Level 1 - Money market mutual funds and short-term investments are recorded at fair value based upon quoted market prices.

• Level 2 - The asset or liability related to the interest rate swap is recorded at fair value based upon a valuation model that uses relevant observable market inputs at quoted intervals, such as forward yield curves.

The following table sets forth the financial assets and liability, measured at fair value, as of ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018:~~2019:

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

(in thousands)

Money market mutual funds as of October 31, 2018 ^(a)
$ 110,893
Money market mutual funds as of January 31, 2018 ^(a)
$ 115,416
Asset related to the interest rate swap as of October 31, 2018 ^(b)
$ 385
Asset related to the interest rate swap as of January 31, 2018 ^(b)
$ 187

~~___________________________~~

~~(a) Money market mutual funds are recorded at fair value based upon quoted market prices.~~

~~(b) The asset related to the interest rate swap is recorded at fair value based upon a valuation model that uses relevant observable market inputs at quoted intervals, such as forward yield curves.~~

~~(c) There were no financial assets measured using Significant Unobservable Inputs (Level 3).~~

	Fair value measurement at reporting date using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(in thousands)
Money market mutual funds as of July 31, 2019	$	106,774
Money market mutual funds as of January 31, 2019	$	107,855
Short-term investments as of July 31, 2019	$	1,200
Short-term investments as of January 31, 2019	$	1,200
Liability related to the interest rate swap as of July 31, 2019			$	(115	)
Asset related to the interest rate swap as of January 31, 2019			$	136

Money market mutual funds are classified as part of “Cash and equivalents” in the accompanying Condensed Consolidated Balance Sheets. The amount of cash and equivalents deposited with commercial banks was ~~$27~~$35.0 million and ~~$32~~$31.6 million ~~as of October~~at July 31, ~~2018~~2019 and January 31, ~~2018,~~2019, respectively.

The Company’s note payable bears a variable market interest rate commensurate with the Company’s credit standing. Therefore, the carrying amount outstanding under the note payable reasonably approximates fair value based on Level 2 inputs.

There have been no transfers between fair value ~~measurement~~measurements levels during the ~~nine~~six months ended ~~October~~July 31, ~~2018.~~2019.

Derivative Instruments

The Company entered into an interest rate swap in May 2012 to mitigate the exposure to the variability of one month LIBOR for its floating rate debt described in Note 7 “Debt” within these Notes to Condensed Consolidated Financial Statements. The fair value of the interest rate swap is reflected as an asset or liability in the Condensed Consolidated Balance Sheets and the change in fair value is reported in “Other (income) ~~expense”~~expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss). Income. The fair value of the interest rate swap is estimated as the net present value of projected cash flows based upon forward interest rates at the balance sheet date.

The fair values of the derivative instrument at ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018~~2019 were as follows (in thousands):

	Asset					Liability / Asset
		Fair Value					Fair Value
	Balance Sheet Location	October 31, 2018		January 31, 2018		Balance Sheet Location	July 31, 2019			January 31, 2019
Derivative instrument:
Interest rate swap	Other assets, net	$	385	$	187	Other liabilities / Other assets, net	$	(115	)	$	136
Total		$	385	$	187	Total	$	(115	)	$	136

The change in fair value of the interest rate swap recognized in the Condensed Consolidated ~~Statements~~Statement of Operations and Comprehensive (Loss) Income ~~(Loss)~~ was ~~$46,000~~$(160,000) and ~~$198,000~~$(251,000) for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019, respectively; compared to $35,000 and ~~$106,000 and $103,000~~$152,000 for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017.~~2018, respectively.

CAPITALIZED SOFTWARE COSTS

Capitalized software costs and accumulated amortization at ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018~~2019 were as follows:

	October 31, 2018			January 31, 2018			July 31, 2019			January 31, 2019
	(in thousands)						(in thousands)
Capitalized software costs:
Capitalized software development costs	$	2,026		$	1,516		$	2,737		$	2,314
Acquired software technology		135			-			135			135
		2,161			1,516			2,872			2,449
Less accumulated amortization		(675	)		(526	)		(1,152	)		(851	)
Capitalized software costs, net	$	1,486		$	990		$	1,720		$	1,598

The Company’s capitalized software development costs relate to translations and localizations of QAD ~~Enterprise~~Adaptive Applications. Acquired software technology costs relate to acquired technology purchased during the second quarter fiscal 2019.

It is the Company’s policy to write off capitalized software development costs once fully amortized. Accordingly, during the first ~~nine~~six months of fiscal ~~2019,~~2020, approximately ~~$0.3~~$0.1 million of costs and accumulated amortization were removed from the balance sheet.

Amortization of capitalized software costs was $0.2 million and $0.4 million for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018 and $0.2~~2019, respectively; compared to $0.1 million and ~~$0.6~~$0.3 million for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017.~~2018, respectively. Amortization of capitalized software costs is included in “Cost of license” in the accompanying Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss). Income.

The following table summarizes the estimated amortization expense relating to the Company’s capitalized software costs as of ~~October~~July 31, ~~2018:~~2019:

Fiscal Years	(in thousands)		(in thousands)
2019 remaining	$	177
2020		660
2020 remaining			$	458
2021		476		750
2022		132		407
2023				92
Thereafter		41		13
	$	1,486	$	1,720

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 were as follows:

Gross Carrying
Amount

Accumulated
Impairment

Goodwill, Net

(in thousands)

Balance at January 31, 2018
$ 26,631 $ (15,608
)
$ 11,023
Additions
1,584 - 1,584
Impact of foreign currency translation
(323
)
- (323
)
Balance at October 31, 2018
$ 27,892 $ (15,608
)
$ 12,284

	Gross Carrying Amount			Accumulated Impairment			Goodwill, Net
	(in thousands)
Balance at January 31, 2019	$	28,031		$	(15,608	)	$	12,423
Impact of foreign currency translation		(44	)		-			(44	)
Balance at July 31, 2019	$	27,987		$	(15,608	)	$	12,379

Additions to goodwill were a result of immaterial acquisitions where the purchase price exceeded the estimated fair value of the acquired net assets. Pro forma financial information for the acquisitions has not been presented, as the effects were not material to the Company’s historical consolidated financial statements.

The Company performed its annual goodwill impairment review during the fourth quarter of fiscal ~~2018.~~2019. The analysis compared the Company’s market capitalization to its net assets as of the test date, November 30, ~~2017.~~2018. As the market capitalization significantly exceeded the Company’s net assets, there was no indication of goodwill impairment for fiscal ~~2018.~~2019. The Company monitors the indicators for goodwill impairment testing between annual tests. No adverse events occurred during the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 that would cause the Company to test goodwill for impairment.

Intangible Assets

October 31,
2018

(in thousands)

Amortizable intangible assets

Customer relationships
$ 1,258
Less: accumulated amortization
(45
)
Net amortizable intangible assets
$ 1,213

	July 31, 2019			January 31, 2019
	(in thousands)
Amortizable intangible assets:
Customer relationships	$	1,349		$	1,348
Less accumulated amortization		(250	)		(115	)
Amortizable intangible assets, net	$	1,099		$	1,233

The Company’s intangible assets as of ~~October~~July 31, ~~2018~~2019 are related to the acquisitions completed in the second and third quarters of fiscal 2019. Intangible assets are included in “Other assets, net” in the accompanying Condensed Consolidated Balance Sheets, and are amortized over an estimated 5five year useful life.

Amortization of intangibles from acquisitions was $66,000 and $133,000 for the second quarter and first six months of fiscal 2020, respectively. No amortization expense was recorded in the first half of fiscal 2019. The following table summarizes the ~~estimated~~future amortization expense relating to the Company’s intangible assets as of ~~October~~July 31, ~~2018:~~2019:

Fiscal Years	(in thousands)		(in thousands)
2019 remaining	$	60
2020		243
2020 remaining			$	135
2021		243		270
2022		243		270
2023				270
Thereafter		424		154
	$	1,213	$	1,099

DEBT

	October 31, 2018			January 31, 2018			July 31, 2019			January 31, 2019
	(in thousands)						(in thousands)
Note payable	$	13,476		$	13,825		$	13,111		$	13,358
Less current maturities		(481	)		(466	)		(492	)		(487	)
Less loan origination costs, net		(38	)		(46	)		(30	)		(35	)
Long-term debt	$	12,957		$	13,313		$	12,589		$	12,836

Note Payable

Effective May 30, 2012, QAD Ortega Hill, LLC ~~wholly owned by the Company,~~ entered into a variable rate credit agreement (the “2012 Mortgage”) with Rabobank, N.A., to refinance a pre-existing mortgage. The 2012 Mortgage has an original principal balance of $16.1 million and bears interest at the one month LIBOR rate plus 2.25%. One month LIBOR was ~~2.29%~~2.31% at ~~October~~July 31, ~~2018.~~2019. The 2012 Mortgage matures in June 2022 and is secured by the Company’s headquarters located in Santa Barbara, California. In conjunction with the 2012 Mortgage, QAD Ortega Hill, LLC entered into an interest rate swap with Rabobank, N.A. The swap agreement has an initial notional amount of $16.1 million and a schedule matching that of the underlying loan that synthetically fixes the interest rate on the debt at 4.31% for the entire term of the 2012 Mortgage. The terms of the 2012 Mortgage provide for QAD Ortega Hill, LLC to make net monthly payments of $88,100 consisting of principal and interest and one final payment of $11.7 million. The unpaid balance as of ~~October~~July 31, ~~2018~~2019 was ~~$13.5~~$13.1 million.

LEASES

The Company leases certain office space, office equipment and autos with remaining lease terms of one year to twelve years under leases classified primarily as operating. QAD has options to terminate some of its leases early. The lease term represents the period up to the early termination date unless it is reasonably certain that QAD will not exercise the early termination option. For certain leases, QAD has options to extend the lease term for additional periods ranging from one year to ten years.

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company's obligation to make payments over the life of the lease. An ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value. QAD used the incremental borrowing rate on February 1, 2019 for all leases that commenced prior to that date.

QAD reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

The Company has applied the practical expedient available for lessees in which lease and non-lease components are accounted for as a single lease component for all asset classes. The Company also elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts.

A majority of the Company’s leases are operating and lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do not result in a remeasurement of lease liabilities. The Company’s variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on a CPI index or rate and payments in excess of fixed amounts, such as excess mileage charges on leased autos. The Company's lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Supplemental balance sheet information related to leases was as follows (in thousands):

	July 31, 2019

Assets
Operating	$	18,097
Finance		98
Total lease assets, net	$	18,195

Liabilities
Current
Operating	$	4,812
Finance		43
Noncurrent
Operating		14,017
Finance		42
Total lease liabilities	$	18,914

The components of lease cost were as follows (in thousands):

	Three Months Ended		Six Months Ended
	July 31, 2019		July 31, 2019

Operating lease cost	$	1,509	$	2,965
Finance lease cost		14		14
Variable lease cost		397		769
Short-term lease cost		66		140
Net lease cost	$	1,986	$	3,888

Lease term and discount rate were as follows:

	July 31, 2019

Weighted-average remaining lease term (in years)
All leases		5.7
Weighted-average discount rate
All leases		6.14	%

Supplemental disclosures of cash flow information related to leases were as follows:

	Six Months Ended
	July 31, 2019

Cash flows related to lease liabilities
Operating cash flows related to operating leases	$	(3,095	) )
Financing cash flows related to finance leases		(11	)
Total cash flows related to lease liabilities	$	(3,106	)

Non-cash items
Leased assets obtained in exchange for new operating lease liabilities	$	7,696
Leased assets obtained in exchange for new finance lease liabilities		110
Total non-cash items	$	7,806

Maturities of lease liabilities were as follows as of July 31, 2019 (in millions):

	Operating
	Leases

Within 1 year	$	5.9
2 years		4.5
3 years		3.0
4 years		2.2
5 years		2.0
Thereafter		5.0
Total lease payments	$	22.6
Less: Imputed interest		(3.7	)
Present value of lease liabilities	$	18.9

As of January 31, 2019 future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows (in millions):

2020	$	5.6
2021		4.6
2022		2.8
2023		1.8
2024		1.5
Thereafter		2.8
Total	$	19.1

The Company is a lessor for certain office space owned by the Company and leased to others under non-cancelable leases with initial terms ranging from six months to one year. These lease agreements provide for a fixed base rent and automatically renew for periods from six months to one year unless terminated. All leases are considered operating leases. There are no rights to purchase the premises and no residual value guarantees. For the three and six months ended July 31, 2019 the Company received $0.2 and $0.5 million, respectively, of lease income from company-owned locations.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss, net of taxes, were as follows:

Foreign
Currency
Translation
Adjustments

(in thousands)

Balance as of January 31, 2018
$ (6,828
)
Other comprehensive loss before reclassifications
(2,010
)
Amounts reclassified from accumulated other comprehensive loss
-
Net current period other comprehensive loss
(2,010
)
Balance as of October 31, 2018
$ (8,838
)

	Foreign Currency Translation Adjustments
	(in thousands)
Balance as of January 31, 2019	$	(7,661	)
Other comprehensive income before reclassifications		35
Amounts reclassified from accumulated other comprehensive loss		—
Net current period other comprehensive income		35
Balance as of July 31, 2019	$	(7,626	)

9.10.

INCOME TAXES

In determining the quarterly provision for income taxes, ~~for~~ the ~~first nine months~~Company calculated income tax expense based on actual quarterly results in the second quarter of fiscal ~~2019,~~year 2020, compared to the prior year where the Company calculated income tax expense based on the estimated annual tax ~~rate for the year, compared to the prior year when the Company calculated income tax expense based on actual quarterly results. The annual effective tax rate was~~rate. Results were adjusted for discrete items recorded during ~~both periods. The estimated annual tax rate for~~ the ~~year was~~period. Actual quarterly results are being used in ~~the current period~~fiscal 2020 since they provide a more reliable estimate of quarterly tax expense given the Company ~~is forecasting profits~~has recorded net losses during the first half of fiscal 2020 and expects to record a net loss for the full fiscal ~~year 2019.~~year.

The Company recorded income tax expense of ~~$0.6~~$9.9 million and ~~$1.2~~$1.5 million in the ~~third~~second quarter of fiscal ~~2019~~2020 and ~~2018, respectively. The Company’s effective tax rate decreased to 17% during the third quarter of fiscal~~ 2019, compared to 115% for the same period in the prior year. The difference in the effective tax rate is primarily due applying an annual effective tax rate to the forecasted profits in the third quarter of fiscal 2019 compared to calculating income tax expense based on actual quarterly results for the same period of fiscal 2018.

~~The Company recorded income tax expense of $3.3 million and $2.7 million for the first nine months of fiscal 2019 and 2018,~~ respectively. The Company’s effective tax rate was ~~37%~~(292%) during the second quarter of fiscal 2020 compared to ~~(227%)~~57% for the same period in the prior year. The change in the effective tax rate iswas primarily due to ~~forecasted profits for~~a valuation allowance that was placed on the ~~first nine months~~net deferred tax assets of the Company’s wholly-owned Irish subsidiary (the “Irish Principal”) and a taxable loss in the second quarter of fiscal ~~2019~~2020 compared to ~~the pre-tax loss~~taxable profits for the same period of fiscal ~~2018.~~2019. The placement of a valuation allowance resulted in an accounting adjustment of $10 million to income tax expense.

The Company recorded income tax expense of $10.6 million and $2.7 million for the first six months of fiscal 2020 and 2019, respectively. The Company’s effective tax rate was (180%) during the first six months of fiscal 2020 compared to 51% for the same period in the prior year. The change in the effective tax rate was primarily due to a valuation allowance that was placed on the Company’s Irish Principal’s net deferred tax assets and a taxable loss for the first six months of fiscal 2020 compared to taxable profits for the same period of fiscal 2019. The placement of a valuation allowance resulted in an accounting adjustment of $10 million to income tax expense.

When calculating QAD’s income tax expense for the first ~~nine~~six months of fiscal 2020 and fiscal 2019, the Company considered the U.S. Tax Cuts and Jobs Act (“Tax Act”) enacted December 22, 2017. The ~~Tax Act imposed a deemed repatriation tax on accumulated earnings of foreign subsidiaries, reduced the U.S. corporate tax rate to 21% and introduced a new tax on~~Company calculated an estimate for global intangible ~~low taxed~~low-tax income (“GILTI”)~~. On August 1, 2018, the IRS and U.S. Department of Treasury issued proposed regulations on the one-time transition tax under Section 965.~~

As of October 31, 2018, the Company has not completed its accounting for all the tax effects of the 2017 Tax Act. However, the Company made what it believes to be a reasonable estimate of certain effects of the 2017 Tax Act. During the third quarter of fiscal 2019, the Company maintained its provisional estimate of the fiscal 2018 deemed repatriation tax of $10.0 million. This additional income tax expense was partially offset by net operating losses and tax credits. Subsequent to the close of the third quarter fiscal 2019, the Company completed its calculations of the Transition Tax and finalized its U.S. federal income tax return. The provisional tax expense for the Transition Tax is anticipated to be reduced from $2.0 million to $0.7 million. Due to the complexities of the calculations and the pending authoritative guidance the Company considers all tax reform related amounts as provisional. The Company expects final accounting related to the remeasurement of its existing deferred tax assets under SAB 118 to be complete during the fourth quarter of fiscal year 2019. The Company elected to pay the estimated repatriation tax liability over a period of eight years as permitted by the Tax Act.

~~The Company included a provision for GILTI~~ in the Company’s tax expense ~~for~~based on the ~~first nine months of fiscal 2019. The provisional~~final GILTI ~~estimate considered the proposed~~ regulations released on ~~September 13, 2018~~June 14, 2019 by the U.S. Department of Treasury. ~~Cash~~These regulations provide computational, definitional, and anti-avoidance rule guidance relating to the determination of a U.S. shareholder’s GILTI inclusion. In the second quarter of fiscal 2020, cash taxes ~~and the Company’s effective tax rate~~ were ~~only slightly~~not impacted by GILTI since the Company ~~has sufficient tax credits to offset the additional liability.~~ is experiencing losses overseas.

The Company has ~~not recorded~~elected to treat the deferred taxes related to ~~these~~ GILTI provisions ~~and has not yet determined its policy election with respect to whether it will treat GILTI~~ as a current-period expense when incurred (the “period cost method”) ~~or factor such amount into the measurement of deferred taxes (the “deferred method”)~~. ~~This decision will be made by year end as we evaluate the impact of proposed regulations and notices.~~

~~The Company adopted ASU 2016-16~~ ~~Income taxes (Topic~~ ~~740~~~~) Intra-entity Transfers of Assets Other Than Inventory~~ during the three months ended April 30, 2018, which required all income tax effects of intra-entity transfers of assets other than inventory to be recognized in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) when the transfer occurs. As a result of the adoption, the Company recorded $9.6 million to accumulated deficit and deferred tax asset at February 1, 2018 to account for the intra-entity sale of Intellectual Property that occurred in the fiscal year 2018.

The gross amount of unrecognized tax benefits was ~~$1.2~~$1.3 million at ~~October~~July 31, ~~2018,~~2019, including interest and penalties. ~~During the quarter the balance was reduced by $0.5 million after a tax dispute was resolved with the tax authority in one of our foreign jurisdictions.~~ The unrecognized tax benefits were reduced by ~~$0.9~~$1 million with an ~~accompanying reduction of~~offset to deferred tax assets, as a result of the netting required under ASU 2013-11. The entire amount of unrecognized tax benefits, if recognized, will impact the Company’s effective tax rate. This liability is classified as long-term unless the liability is expected to conclude within twelve months of the reporting date.

The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. As of ~~October~~July 31, ~~2018,~~2019, the Company has accrued approximately $0.1 million of interest and penalty expense relating to unrecognized tax benefits.

The Company reviews its net deferred tax assets by ~~jurisdiction~~entity on a quarterly basis to determine whether a valuation allowance is necessary based on the more-likely-than-not standard. During the second quarter of fiscal year 2020 management considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance was needed. Management assesses ~~historic,~~the transfer pricing methodology, the historical profits, the economics of the country in which the entity operates, the current and future ~~financial projections~~customer base, the type and character of the deferred tax asset and any other current and relevant information by ~~jurisdiction~~entity to draw its conclusion. ~~During fiscal 2017,~~

●

For the Irish Principal, the positive evidence was outweighed by the Irish three-year cumulative loss, a fiscal 2020 projected loss, and future earmarked investment necessary to transition the business to cloud. Management concluded that the weight of this negative evidence warranted placing a valuation allowance on the Irish Principal’s net deferred tax assets. A full valuation allowance of $10 million was placed on the Irish Principal’s net deferred tax assets during the second quarter of fiscal 2020.

●

A valuation allowance was also placed on South Africa’s net deferred tax assets. The Company plans to liquidate this entity and does not anticipate utilizing its net operating losses.

●

The valuation allowance on Belgium has been released as management concluded that it is “more likely than not” that Belgium will utilize its net deferred tax assets within the foreseeable future.

A valuation allowance has been established for ~~U.S. federal and state deferred tax assets was established. For the quarter ended October 31, 2018, the Company continues to maintain a full valuation allowance on its~~select foreign jurisdictions along with U.S. federal and state deferred tax assets. ~~At October 31, 2018 and January 31, 2018,~~The following table discloses the Company’s valuation allowance ~~attributable to deferred tax assets was $35.4 million and $33.7 million, respectively.~~by entity (in millions):

Jurisdiction	July 31, 2019		January 31, 2019
U.S. federal and state	$	26.8	$	24.7
Irish Principal		9.9		-
Brazil		5.4		5.2
Germany		2.7		2.9
Hong Kong		1.2		1.2
South Africa		0.2		-
Belgium		-		0.9
Total valuation allowance	$	46.2	$	34.9

The Company files U.S. federal, state, and foreign tax returns that are subject to audit by various tax authorities. The Company is currently under audit in:

	●	India for fiscal years ended March 31, 2010, 2013 and 2014

	●	Netherlands for fiscal year ended January 31, 2016

	●	Germany for fiscal years ended January 31, 2015, 2016 and 2017
	●	Switzerland for fiscal years ended January 31, 2014, 2015, 2016, 2017 and 2018

●

Thailand for fiscal year ended January 31, 2017

During the fiscal year 2020, the Company closed the following audits with an immaterial adjustment:

●

Tennessee for fiscal ~~years~~year ended January 31, 2014, 2015, 2016 and 2017

~~During fiscal 2019, the Company closed the following audits with no adjustment:~~

	●	~~Iowa for fiscal year ended January 31, 2014~~

●

~~Kentucky for fiscal year ended January 31, 2016~~

~~10.~~11.

STOCKHOLDERS’ EQUITY

Dividends

The following table sets forth the dividends that were declared by the Company during the first ~~nine~~six months of fiscal ~~2019:~~2020:

Declaration
Date
Record Date
Payable

Dividend
Class A

Dividend
Class B

(in thousands)

9/11/2018
9/25/2018
10/2/2018

$
0.072

$
0.06

$
1,374

6/11/2018
6/25/2018
7/6/2018

$
0.072

$
0.06

$
1,372

4/10/2018
4/24/2018
5/1/2018

$
0.072

$
0.06

$
1,359

Declaration

Date

Record Date

Payable

Dividend

Class A

Dividend

Class B

Amount

(in thousands)

6/24/2019

7/10/2019

7/17/2019

0.072

0.06

1,387

4/9/2019

4/23/2019

5/3/2019

0.072

0.06

1,374

~~11.~~12.

STOCK-BASED COMPENSATION

The Company’s equity awards consist of RSUs, PSUs and SARs. For a description of the Company’s stock-based compensation plans, see Note 56 “Stock-Based Compensation” in Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended January 31, ~~2018.~~2019.

Performance Stock Units (“PSUs”)

In June 2019, the Company began issuing performance-based stock units (“PSUs”) to select employees. PSUs granted to employees under the 2016 Program are generally released 1/3 after each year of service for three years and are contingent upon employment with the Company and achievement of pre-determined performance objectives. To determine the anticipated achievement of the performance objectives, management must make assumptions regarding the likelihood of the Company meeting those targets. The number of PSUs that vest will be predicated on the Company achieving performance objectives during the measurement period subsequent to the date of grant. Depending on the financial performance levels achieved, a percentage of the PSUs (0% to 200% of the target award) will vest to the grantees of those stock units. There is no guarantee that such PSUs will vest in whole or in part.

Stock-Based Compensation

The following table sets forth reported stock-based compensation expense for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended July 31,				Six Months Ended July 31,
	2018		2017		2018		2017		2019		2018		2019		2018
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Cost of subscription	$	65	$	37	$	182	$	98	$	72	$	68	$	142	$	117
Cost of maintenance and other revenue		148		107		358		279		132		118		253		210
Cost of professional services		353		309		906		803		359		327		681		553
Sales and marketing		611		421		1,547		1,106		575		534		955		936
Research and development		442		338		1,170		895		441		413		868		728
General and administrative		529		1,099		3,455		3,490		1,609		1,904		2,593		2,926
Total stock-based compensation expense	$	2,148	$	2,311	$	7,618	$	6,671	$	3,188	$	3,364	$	5,492	$	5,470

RSU Information

The estimated fair value of RSUs was calculated based on the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends foregone during the vesting period.

The following table summarizes the activity for RSUs for the ~~nine~~six months ended ~~October~~July 31, ~~2018:~~2019:

	RSUs			Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding at January 31, 2019		663		$	36.64
Granted		261			39.74
Released ⁽¹⁾		(254	)		32.33
Forfeited		(26	)		37.56
Outstanding at July 31, 2019		644		$	39.55

RSUs

Weighted
Average
Grant Date
Fair Value

(in thousands)

Outstanding at January 31, 2018
653 $ 25.10
Granted
276 52.75
Released ⁽¹⁾
(262
)
25.82
Forfeited
(20
)
29.67
Outstanding at October 31, 2018
647 $ 36.47

~~_________________________~~

(1)

The number of RSUs released includes shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

The Company withholds a portion of the released shares as consideration for the Company’s payment of applicable employee income taxes. During the three months ended ~~October~~July 31, ~~2018,~~2019, the Company withheld ~~2,000~~76,000 shares for payment of these taxes at a value of ~~$0.1~~$3.2 million. During the ~~nine~~six months ended ~~October~~July 31, ~~2018,~~2019, the Company withheld 80,000 shares for payment of these taxes at a value of ~~$4.3~~$3.3 million.

Total unrecognized compensation cost related to RSUs was approximately ~~$20.4~~$24.1 million as of ~~October~~July 31, ~~2018.~~2019. This cost is expected to be recognized over a weighted-average period of approximately ~~3.0~~3.1 years.

PSU Information

The estimated fair value of PSUs was calculated based on the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends foregone during the vesting period.

The following table summarizes the activity for PSUs for the six months ended July 31, 2019:

	PSUs		Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding at January 31, 2019		—	$	—
Granted		93		39.82
Released		—		—
Forfeited		—		—
Outstanding at July 31, 2019		93	$	39.82

Total unrecognized compensation cost related to PSUs was approximately $3.5 million as of July 31, 2019. This cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

SAR Information

~~The weighted average assumptions used to value SARs granted in the nine months ended October 31, 2018 and 2017 are shown in the following table:~~

Nine Months Ended
October 31,

2018

2017

Expected life in years ⁽¹⁾
5.50 5.50
Risk free interest rate ⁽²⁾
2.80
%
1.82
%
Volatility ⁽³⁾
31
%
33
%
Dividend rate ⁽⁴⁾
0.54
%
0.91
%

~~____________________________~~

~~(1)~~

The expected life of SARs granted under the stock-based compensation plans is based on historical vested SAR exercise and post-vest forfeiture patterns and includes an estimate of the expected term for SARs that were fully vested and outstanding.

~~(2)~~

~~The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of SARs in effect at the time of grant.~~

~~(3)~~

The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of the Company’s common stock for a period equivalent to the expected life of the SARs, which it believes is representative of the expected volatility over the expected life of the SARs.

~~(4)~~

~~The Company expects to continue paying quarterly dividends at the same rate as the nine months ending on October 31, 2018.~~

The following table summarizes the activity for outstanding SARs for the ~~nine~~six months ended ~~October~~July 31, ~~2018:~~2019:

	SARs (in thousands)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)		SARs (in thousands)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2018		3,024		$	17.78
Outstanding at January 31, 2019											2,533		$	20.81
Granted		380			53.50						—			—
Exercised		(386	)		9.41						(17	)		11.44
Expired		(5	)		8.97						—			—
Forfeited		(476	)		37.14						—			—
Outstanding at October 31, 2018		2,537		$	20.80		3.8	$	53,606
Vested and exercisable at October 31, 2018		2,062		$	17.03		3.1	$	49,271
Outstanding at July 31, 2019											2,516		$	20.87		3.0	$	55,181
Vested and exercisable at July 31, 2019											2,231	(1)	$	18.38		2.6	$	53,002

(1) The number of SARs vested and exercisable at July 31, 2019 includes 877,500 Class A and 127,500 Class B shares previously held by Mr. Karl Lopker which were exercised on August 22, 2019 by his estate, prior to their expiration date of August 25, 2019. Exercise prices for these SARs range from $10.50 to $31.65.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock based on the last trading day as of ~~October~~July 31, ~~2018,~~2019, and the exercise price for in-the-money SARs) that would have been received by the holders if all SARs had been exercised on ~~October~~July 31, ~~2018.~~2019. The total intrinsic value of SARs exercised in the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 was ~~$12.3~~$0.5 million. The weighted average grant date fair value per share of SARs granted in the three and nine months ended October 31, 2018 was $16.99. The weighted average grant date fair value per share of SARs granted in the three and nine months ended October 31, 2017 was $9.59.

The number of SARs exercised includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements. During the three months ended ~~October~~July 31, ~~2018,~~2019, the Company withheld ~~700~~2,000 shares for payment of these taxes at a value of ~~$44,000.~~$98,000. During the ~~nine~~six months ended ~~October~~July 31, ~~2018,~~2019, the Company withheld ~~103,000~~4,000 shares for payment of these taxes at a value of ~~$4.4~~$0.2 million.

At ~~October~~July 31, ~~2018,~~2019, there was approximately ~~$4.8~~$3.4 million of total unrecognized compensation cost related to unvested SARs. This cost is expected to be recognized over a weighted-average period of approximately ~~3.0~~2.5 years.

~~12.~~13.

COMMITMENTS AND CONTINGENCIES

Indemnifications

The Company sells software licenses and services to its customers under written agreements. Each agreement contains the relevant terms of the contractual arrangement with the customer and generally includes certain provisions for indemnifying the customer against losses, expenses and liabilities from damages that may be awarded against the customer in the event the Company’s software is found to infringe upon certain intellectual property rights of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects.

The Company believes its internal development processes and other policies and practices limit its exposure related to the indemnification provisions of the agreements. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases under the agreements, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions.

Legal Actions

The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated results of operations, financial position or liquidity.

~~13.~~14.

BUSINESS SEGMENT INFORMATION

The Company markets its products and services worldwide, primarily to companies in the manufacturing industry, including automotive, consumer products, food and beverage, high technology, industrial products and life sciences industries. The Company sells and licenses its products through its direct sales force in four geographic regions: North America; Europe, the Middle East and Africa (“EMEA”); Asia Pacific; and Latin America and through distributors where third parties can extend sales reach more effectively or efficiently. The North America region includes the United States and Canada. The EMEA region includes Europe, the Middle East and Africa. The Asia Pacific region includes Asia and ~~Australia.~~Oceania. The Latin America region includes South America, Central America and Mexico. In accordance with Topic 606, the Company reports disaggregated revenue by geography and by industry as the Company believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company does not consider reporting by industry an operating segment in accordance with ASC 280, Segment Reporting, because discrete financial information by industry is not available. The Company’s Chief Operating Decision Maker, the ~~Principal~~Chief Executive Officer, reviews the consolidated results within one operating segment.

Subscription, license and maintenance revenues are generally assigned to the region where a majority of end users are located. Professional services revenue is assigned based on the region where the services are delivered.

	Three Months Ended October 31,				Nine Months Ended October 31,				Three Months Ended July 31,				Six Months Ended July 31,
	2018		2017		2018		2017		2019		2018		2019		2018
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
Revenue:
North America ⁽¹⁾	$	39,870	$	37,319	$	119,183	$	105,845	$	36,837	$	39,288	$	74,496	$	79,313
EMEA		22,549		21,439		74,542		64,547		22,118		26,906		44,627		51,993
Asia Pacific		12,348		12,550		37,773		37,683		11,751		12,866		23,637		25,425
Latin America		4,810		5,617		18,812		16,190		5,672		5,483		11,653		14,002
	$	79,577	$	76,925	$	250,310	$	224,265	$	76,378	$	84,543	$	154,413	$	170,733

~~____________________________~~

(1)

Sales into Canada accounted for 2% and 3% of North America total revenue in the three and ~~nine~~six months ended ~~October~~July 31, 2019, respectively and for 1% and 2% of North America total revenue in the three and six months ended July 31, 2018, ~~and 2017.~~respectively.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact should be construed as forward looking statements, including statements that are preceded or accompanied by such words as “may,” “believe,” “could,” “anticipate,” “projects,” “estimates,” “will likely result,” “should,” “would,” “might,” “plan,” “expect,” “intend” and words of similar meaning or the negative of these terms or other comparable terminology. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and future conditions. A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part I, Item 1A entitled “Risk Factors” within our Annual Report on Form 10-K for the year ended January 31, ~~2018.~~2019. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions, expectations and projections only as of the date hereof and are subject to risks, uncertainties and assumptions about our business. We undertake no obligation to revise or update or publicly release the results of any revision or update to these forward-looking statements except as required by applicable securities laws. Readers should carefully review the risk factors and other information described in other documents we file from time to time with the Securities and Exchange Commission (“SEC”).

INTRODUCTION

The following discussion should be read in conjunction with the information included within our Annual Report on Form 10-K for the year ended January 31, ~~2018,~~2019, and the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared applying certain critical accounting policies. The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective, or complex judgments. Critical accounting policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect our reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our future financial condition and results of operations. Our financial statements are prepared in accordance with U.S. GAAP, and they conform to general practices in our industry. We apply critical accounting policies consistently from period to period and intend that any change in methodology occur in an appropriate manner. Accounting policies currently deemed critical, including a) revenue; b) accounts receivable allowances for doubtful accounts; c) goodwill and intangible assets – impairment assessments; d) income taxes; and e) stock-based compensation are further discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2018.~~2019. There have been no significant changes to our accounting policies and estimates as discussed in our Annual Report on Form 10-K for the ~~first nine months of fiscal 2019 except as noted below.~~

~~Revenue.~~ We offer our software using the same underlying technology via two models: a traditional on-premises licensing model and a cloud-based subscription model. The on-premises model involves the sale or license of software on a perpetual basis to customers who take possession of the software and install and maintain the software on their own hardware. Under the cloud-based subscription delivery model, we provide access to our software on a hosted basis as a service and customers generally do not have the contractual right to take possession of the software.

We generate revenue through sales of licenses and maintenance provided to our on-premises customers and through subscriptions of our cloud-based software. We offer professional services to both our on-premises and cloud customers to assist them with the design, testing and implementation of our software.

~~We determine revenue recognition through the following steps:~~

~~Identification of the contract, or contracts, with a customer;~~

~~Identification of the performance obligations in the contract;~~

~~Determination of the transaction price;~~

~~Allocation of the transaction price to the performance obligations in the contract; and~~

~~Recognition of revenue when, or as, we satisfy a performance obligation.~~

~~Revenue is presented net of sales, value-added and other taxes collected from customers and remitted to government authorities.~~

~~Performance Obligations~~

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. We identify and track the performance obligations at contract inception so that we can monitor and account for the performance obligations over the life of the contract.

Our contracts which contain multiple performance obligations generally consist of the initial purchase of subscription or licenses and a professional services engagement. License purchases generally have multiple performance obligations as customers purchase maintenance in addition to the licenses. Our single performance obligation arrangements are typically maintenance renewals, subscription renewals and services engagements.

For contracts with multiple performance obligations where the contracted price differs from the standalone selling price ("SSP") for any distinct good or service, we may be required to allocate the contract’s transaction price to each performance obligation using our best estimate for the SSP. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed fiscal year ~~to determine the range of selling prices applicable to a distinct good or service.~~

Judgment is required to determine the SSP for each distinct performance obligation. We rarely license or sell our software products on a stand-alone basis, so we are required to estimate the range of SSPs for each performance obligation. In instances where SSP is not directly observable because we do not sell the license, product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. In making these judgments, we analyze various factors, including our pricing methodology and consistency, size of the arrangement, length of term, customer demographics and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers.

~~Subscription~~

Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the cloud environment is made available to the customer. The initial subscription period is typically 12 to 60 months. We generally invoice our customers in advance in quarterly or annual installments and typical payment terms provide that customers make payment within 30 days of invoice.

~~Software Licenses~~

Transfer of control for software is considered to have occurred upon electronic delivery of the license key that provides immediate availability of the product to the customer. Our typical payment terms tend to vary by region but our standard payment terms are within 30-90 days of invoice.

~~Maintenance~~

Revenue from support services and product updates, referred to as maintenance revenue, is recognized ratably over the term of the maintenance period, which in most instances is one year. Software license updates provide customers with rights to unspecified software product updates, maintenance releases and patches released during the term of the support period on a when-and-if available basis. Product support includes Internet access to technical content, as well as Internet and telephone access to technical support personnel. Our customers purchase both product support and license updates when they acquire new software licenses. In addition, a majority of customers renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

~~Professional Services~~

Revenue from professional services is typically comprised of implementation, development, training or other consulting services. Consulting services are generally sold on a time-and-materials or fixed fee basis and can include services ranging from software installation to data conversion and building non-complex interfaces to allow the software to operate in integrated environments. We recognize revenue for time-and-materials arrangements as the services are performed. In fixed fee arrangements, revenue is recognized as services are performed as measured by costs incurred to date, compared to total estimated costs to complete the services project. Management applies judgment when estimating project status and the costs necessary to complete the services projects. A number of internal and external factors can affect these estimates, including labor rates, utilization and efficiency variances and specification and testing requirement changes. Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources and payments are typically due 30 days after invoice.

~~Indirect Sales Channels~~

We execute arrangements through indirect sales channels via sales agents and distributors who are authorized to market our software products to end users. In arrangements with sales agents, QAD contracts directly with the customer and the sales agents are compensated on a commission basis. Distributor arrangements are those in which the resellers are authorized to market and distribute our software products to end users in specified territories and the distributor bears the risk of collection from the end user customer. We recognize revenue from transactions with distributors when the distributor submits a signed agreement and transfer of control has occurred to the distributor, in accordance with the five revenue recognition steps noted above. Revenue from distributor transactions is recorded on a net basis (the amount actually received by us from the distributor). We do not offer rights of return, product rotation or price protection to any of our distributors.

~~Disaggregated Revenue~~

We disaggregate revenue from contracts with customers by geography and by the customers’ industry within manufacturing, as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

~~Our revenue by geography is as follows:~~

Three Months Ended
October 31,

Nine Months Ended
October 31,

2018

2017

2018

2017

(in thousands)

(in thousands)

North America
$ 39,870 $ 37,319 $ 119,183 $ 105,845
EMEA
22,549 21,439 74,542 64,547
Asia Pacific
12,348 12,550 37,773 37,683
Latin America
4,810 5,617 18,812 16,190
Total revenue
$ 79,577 $ 76,925 $ 250,310 $ 224,265

~~Our revenue by industry is as follows:~~

Three Months Ended
October 31,

Nine Months Ended
October 31,

2018

2017

2018

2017

(in thousands)

(in thousands)

Automotive
$ 31,035 $ 29,232 $ 102,760 $ 84,508
Consumer products and food and beverage
12,732 11,539 40,049 34,353
High technology and industrial products
23,873 25,385 74,231 72,534
Life sciences
11,937 10,769 33,270 32,870
Total revenue
$ 79,577 $ 76,925 $ 250,310 $ 224,265

~~Management Judgments~~

More judgments and estimates are required under Topic 606 than were required under Topic 605. Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for our arrangements may be dependent on contract-specific terms and may vary in some instances.

Revenue is recognized over time for our subscription, maintenance and fixed fee professional services that are separate performance obligations. For our professional services, revenue is recognized over time, generally using costs incurred or hours expended to measure progress. Judgment is required in estimating project status and the costs necessary to complete projects. A number of internal and external factors can affect these estimates, including labor rates, utilization, specification variances and testing requirement changes.

If a group of agreements are entered at or near the same time and so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be combined as one arrangement for revenue recognition purposes. We exercise judgment to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as a single arrangement. Our judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.

If a contract includes variable consideration, we exercise judgment in estimating the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. When estimating variable considerations, we will consider all relevant facts and circumstances. Variable consideration will be estimated and included in the contract price only when it is probable that a significant reversal in the amount of revenue recognized will not occur.

~~Practical Expedients and Exemptions~~

There are several practical expedients and exemptions allowed under Topic 606 that impact timing of revenue recognition and our disclosures. Below is a list of practical expedients we applied in the adoption and application of Topic 606:

~~Application~~

●

~~We do not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.~~

●

We generally expense sales commissions and sales agent fees when incurred when the amortization period would have been one year or less. These costs are recorded within sales and marketing expense in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).

●

~~We also used the practical expedient to calculate contract acquisition costs based on a portfolio of contracts with similar characteristics instead of a contract by contract analysis.~~

●

We do not disclose the value of unsatisfied performance obligations for contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (applies to time-and-material engagements).

~~Modified Retrospective Transition Adjustments~~

●

For contract modifications, we reflected the aggregate effect of all modifications that occurred prior to the adoption date when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied performance obligations for the modified contract at transition.

~~Costs to Obtain and Fulfill a Contract~~

Our incremental direct costs of obtaining a contract consist of sales commissions and sales agent fees which are deferred and amortized ratably over the term of economic benefit which we have determined to be five years. These deferred costs are classified as current or non-current based on the timing of when we expect to recognize the expense. Incremental costs related to renewals are expensed as incurred because the term of economic benefit is one year or less. The current and non-current portions of deferred commissions are included in other current assets and other long-term assets, respectively, in our Condensed Consolidated Balance Sheets.

Costs to fulfill a contract, which are incurred upon initiation of certain services contracts and are related to initial customer setup, are included in other current assets and long-term assets in the Company’s Condensed Consolidated Balance Sheets. These costs are amortized over the term of economic benefit which we have determined to be five years.

Recoverability of these costs is subject to various business risks. Quarterly, we compare the carrying value of these assets with the undiscounted future cash flows expected to be generated by them to determine if there is impairment. If impaired, these assets are reduced to an estimated fair value on a discounted cash flow basis. No impairment losses were recognized during the nine months ended ~~October~~January 31, ~~2018.~~2019.

BUSINESS OVERVIEW

QAD Inc. (“QAD”, the “Company”, “we” or “us”) is a leading provider of flexible, cloud-based ~~and on-premises~~ enterprise software and services for global manufacturing companies. At QAD’s annual user conference in early May, we officially launched our solution portfolio “QAD Adaptive Applications” and our flagship ERP solution “QAD Adaptive ERP” to reflect the value QAD brings to our manufacturing customers. In our Annual Report on Form 10-K for the fiscal year ended January 31, 2019, we referred to these solutions as “QAD Enterprise Applications” or “Enterprise Applications”. QAD Adaptive Applications support operational requirements in the areas of financials, customer management, supply chain, manufacturing, service and support, analytics, business process management and integration. QAD's portfolio also includes related solutions for quality management software, supply chain management software, transportation management software and business-to-business interoperability. ~~Since 1979,~~ QAD solutions ~~have supported~~support customers in the automotive, consumer products, food and beverage, high technology, industrial manufacturing and life sciences industries to ~~better align operations~~streamline processes, improve operational performance, comply with ~~their strategic goals to become Effective Enterprises.~~regulatory requirements and meet industry standards.

We have four principal sources of revenue:

	•	~~Subscription of Enterprise Applications through our cloud offering in a Software as a Service (“SaaS”) model as well as other hosted applications;~~
	•	~~License purchases of Enterprise Applications;~~
	•	~~Maintenance and support, including technical support, training materials, product enhancements and upgrades;~~
	•	Subscription of QAD Adaptive Applications through our cloud offering in a Software as a Service (“SaaS”) model as well as other hosted applications; License purchases of QAD Adaptive Applications; Maintenance and support, including technical support, training materials, product enhancements and upgrades; and Professional services, including implementations, technical and application consulting, training, migrations and upgrades.

We operate primarily in the following four geographic regions: North America, Latin America, EMEA and Asia Pacific. In the first ~~nine~~six months of fiscal ~~2019,~~2020, approximately 48% of our total revenue was generated in North America, ~~30%~~29% in EMEA, 15% in Asia Pacific and 7%8% in Latin America. The majority of our revenue is generated from global customers who have operations in multiple countries throughout the world. Subscription, license and maintenance revenues are generally assigned to the region where a majority of the end users are located. Professional services revenue is assigned based on the region where the services are delivered. A significant portion of our revenue and expenses are derived from international operations which are primarily conducted in foreign currencies. As a result, changes in the value of foreign currencies relative to the U.S. dollar have impacted our results of operations and may impact our future results of operations. At ~~October~~July 31, ~~2018,~~2019, we employed approximately ~~1,950~~1,960 employees worldwide, of which ~~650~~630 employees were based in North America, ~~600~~620 employees in EMEA, 590 employees in Asia Pacific and ~~110~~120 employees in Latin America.

Our customer base and our target markets are primarily global manufacturing companies; therefore, our results are heavily influenced by the state of the manufacturing economy on a global basis. As a result, our management team monitors several economic indicators, with particular attention to the Global and Country Purchasing Managers’ Indexes (“PMI”). The PMI is a survey conducted on a monthly basis by polling businesses that represent the makeup of respective sectors. Since most of our customers are manufacturers, our revenue has historically correlated with fluctuations in the manufacturing PMI. Global macro-economic trends and manufacturing spending are important barometers for our business, and the health of the U.S., Western European and Asian economies have a meaningful impact on our financial results.

We are transitioning our business model from traditional on-premises licensing to cloud-based subscriptions. During fiscal ~~2018~~2019 and the first ~~nine~~six months of fiscal ~~2019,~~2020, we closed most of our new customer deals in the cloud. Subscription revenue grew 15% in the second quarter of fiscal 2020 compared to the same period last year and our twelve-month trailing subscription billings grew by 23%. In addition, we have converted ~~many~~approximately 15% of our existing customers from on-premises licenses to our cloud-based solution. Recurring revenue, which we define as subscription revenue plus maintenance revenue ~~grew 10% for the first nine months of fiscal 2019 from the same period last year, and~~ accounted for ~~64%~~72% of total revenue for the first ~~nine~~six months of fiscal ~~2019,~~2020, compared to ~~65%~~62% for the same period last year. The decline as a percentage of total revenue was due to a large increase in professional services revenue in the first nine months of fiscal 2019, which grew by 24% compared to the same period last year.By reducing our customers’ up-front costs and providing continuous application and infrastructure support, we expect our cloud business model will be more attractive than on-premises licenses. We expect recurring revenue to remain a ~~high percent~~majority of total revenue as our subscription revenue continues to grow.

RESULTS OF OPERATIONS

We operate in several geographical regions as described in Note 1314 “Business Segment Information” within the Notes to Condensed Consolidated Financial Statements. In order to present our results of operations without the effects of changes in foreign currency exchange rates, we provide certain financial information on a “constant currency basis”, which is in addition to the actual financial information presented in the following tables. In order to calculate our constant currency results, we apply the current foreign currency exchange rates to the prior period results.

Revenue

Three Months
Ended
October 31, 2018

Three Months
Ended
October 31, 2017

Change in
Constant
Currency

Change due
to Currency
Fluctuations

Total Change
as Reported
$

%

(in thousands)

Revenue

Subscription
$ 23,863 $ 17,190 $ 6,925 $ (252
)
$ 6,673 39
%
Percentage of total revenue
30
%
22
%

License
4,631 6,628 (1,932
)
(65
)
(1,997
)
-30
%
Percentage of total revenue
6
%
9
%

Maintenance and other
30,401 32,407 (1,456
)
(550
)
(2,006
)
-6
%
Percentage of total revenue
38
%
42
%

Professional services
20,682 20,700 474 (492
)
(18
)
0
%
Percentage of total revenue
26
%
27
%

Total revenue
$ 79,577 $ 76,925 $ 4,011 $ (1,359
)
$ 2,652 3
%

	Three Months Ended July 31, 2019			Three Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations			Total Change as Reported $			%
(in thousands)
Revenue
Subscription	$	25,888		$	22,439		$	3,726		$	(277	)	$	3,449			15	%
Percentage of total revenue		34	%		27	%
License		3,516			5,561			(1,963	)		(82	)		(2,045	)		-37	%
Percentage of total revenue		4	%		6	%
Maintenance and other		29,586			30,574			(459	)		(529	)		(988	)		-3	%
Percentage of total revenue		39	%		36	%
Professional services		17,388			25,969			(8,069	)		(512	)		(8,581	)		-33	%
Percentage of total revenue		23	%		31	%
Total revenue	$	76,378		$	84,543		$	(6,765	)	$	(1,400	)	$	(8,165	)		-10	%

	Six Months Ended July 31, 2019			Six Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations			Total Change as Reported $			%
(in thousands)
Revenue
Subscription	$	51,194		$	43,950		$	8,105		$	(861	)	$	7,244			16	%
Percentage of total revenue		33	%		26	%
License		7,982			11,827			(3,476	)		(369	)		(3,845	)		-33	%
Percentage of total revenue		5	%		7	%
Maintenance and other		59,485			62,057			(885	)		(1,687	)		(2,572	)		-4	%
Percentage of total revenue		39	%		36	%
Professional services		35,752			52,899			(15,384	)		(1,763	)		(17,147	)		-32	%
Percentage of total revenue		23	%		31	%
Total revenue	$	154,413		$	170,733		$	(11,640	)	$	(4,680	)	$	(16,320	)		-10	%

Nine Months
Ended
October 31, 2018

Nine Months
Ended
October 31, 2017

Change in
Constant
Currency

Change due
to Currency
Fluctuations

Total Change
as Reported
$

%

(in thousands)

Revenue

Subscription
$ 67,813 $ 49,953 $ 17,588 $ 272 $ 17,860 36
%
Percentage of total revenue
27
%
22
%

License
16,458 18,636 (2,413
)
235 (2,178
)
-12
%
Percentage of total revenue
7
%
8
%

Maintenance and other
92,458 96,284 (5,271
)
1,445 (3,826
)
-4
%
Percentage of total revenue
37
%
43
%

Professional services
73,581 59,392 13,626 563 14,189 24
%
Percentage of total revenue
29
%
27
%

Total revenue
$ 250,310 $ 224,265 $ 23,530 $ 2,515 $ 26,045 12
%

Total Revenue. On a constant currency basis, total revenue was ~~$79.6~~$76.4 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$4.0~~$6.7 million, or 5%8%, ~~increase~~decrease from ~~$75.6~~$83.1 million for the same period last year. ~~When comparing categories within~~The primary reason for the decrease in total revenue ~~at constant rates, our~~was due to lower professional services revenue. Our results for the ~~third~~second quarter of fiscal ~~2019~~2020 also included ~~increases in subscription and professional services partially offset by~~ decreases in license revenue and maintenance and ~~other.~~other revenue. As our existing customers convert from on-premises licenses to using our software in the cloud, we expect license revenue and maintenance and other revenue will continue to decline. These decreases were offset by a 17% increase in subscription revenue, on a constant currency basis, as we are focused on selling our software solutions to new customers in the cloud. Revenue outside the North America region as a percentage of total revenue was ~~50%~~52% and ~~51%~~53% for the ~~third~~second quarter of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. On a constant currency basis, total revenue ~~increased~~decreased in our North America, EMEA and Asia Pacific regions and ~~decreased~~was flat in our Latin America region during the ~~third~~second quarter of fiscal ~~2019~~2020 when compared to the same period in the prior year.

On a constant currency basis, total revenue was ~~$250.3~~$154.4 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing ~~a $23.5~~an $11.7 million, or ~~10%~~7%, ~~increase~~decrease from ~~$226.8~~$166.1 million for the same period last year. Total revenue in the first nine months of fiscal 2019 included $3.2 million of additional revenue recognized in accordance with new revenue recognition rules under Topic 606 compared to applying the historical revenue recognition rules under Topic 605. For additional explanation of the revenue recognition differences between Topic 606 and Topic 605, refer to the Recent Accounting Pronouncements section of Note 1 in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q. When comparing categories within total revenue at constant currency rates, our results for the first ~~nine~~six months of fiscal ~~2019~~2020 included ~~increases~~decreases in ~~subscription and~~ professional services, ~~partially offset by decreases in~~ license and maintenance and ~~other.~~other partially offset by an increase in subscription. Revenue outside the North America region as a percentage of total revenue was 52% and 53% for the first ~~nine~~six months of both fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. On a constant currency basis, total revenue ~~increased~~decreased across all regions during the first ~~nine~~six months of fiscal ~~2018~~2020 when compared to ~~the same period in~~ the prior year.

Our products are sold to manufacturing companies that operate mainly in the following six industries: automotive, consumer products, food and beverage, high technology, industrial products and life sciences. Given the similarities between consumer products and food and beverage as well as between high technology and industrial products, we aggregate them for management review. The following table presents revenue by industry for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Three Months Ended October 31,						Nine Months Ended October 31,						Three months ended July 31,						Six months ended July 31,
	2018			2017			2018			2017			2019			2018			2019			2018
Automotive		39	%		38	%		41	%		38	%		35	%		41	%		36	%		42	%
Consumer products and food and beverage		16	%		15	%		16	%		15	%		16	%		16	%		16	%		16	%
High technology and industrial products		30	%		33	%		30	%		32	%		35	%		30	%		34	%		29	%
Life sciences		15	%		14	%		13	%		15	%
Life sciences and other														14	%		13	%		14	%		13	%
Total revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

The decrease in percentage of revenue by industry for automotive is primarily related to a reduction in professional services revenue following the completion of a large, multisite global implementation project for a customer in the automotive industry that was substantially completed at the end of the fourth quarter of fiscal 2019.

Subscription Revenue. Subscription revenue consists of recurring fees from customers to access our products via the cloud and other subscription offerings. ~~Subscription~~Our cloud offerings typically include access to QAD software, hosting, application support, maintenance support and product updates, if and when available. Included in subscription revenue ~~is billed on a quarterly or annual basis and recognized ratably over the term~~are one-time set up fees for technical services such as configuration of the ~~agreement, typically 12~~database and access to ~~60 months.~~ the environment.

On a constant currency basis, subscription revenue was ~~$23.9~~$25.9 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$7.0~~$3.7 million, or ~~41%~~17%, increase from ~~$16.9~~$22.2 million for the same period last year. On a constant currency basis, subscription revenue increased across all regions during the ~~third~~second quarter of fiscal ~~2019~~2020 when compared to the same period last year. One of the metrics that management uses to monitor subscription performance is the number of new cloud deals that have been signed in the period. In the ~~third~~second quarter of fiscal ~~2019~~2020 we closed ~~fifteen~~24 new cloud deals, including ~~ten~~13 new cloud customers and ~~five~~11 conversions from existing customers who previously purchased on-premises licenses. This compared to the ~~third~~second quarter of fiscal ~~2018~~2019 when we closed ~~eighteen~~11 new cloud deals, including ~~nine~~six new cloud customers and ~~nine~~five conversions from existing customers who previously purchased on-premises licenses. The increase in subscription revenue consists of new customer sites; existing ~~Enterprise~~Adaptive Applications users converting from on-premises; and additional users and modules purchased by our existing cloud customers.

On a constant currency basis, subscription revenue was ~~$67.8~~$51.2 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing ~~a $17.6~~an $8.1 million, or ~~35%~~19%, increase from ~~$50.2~~$43.1 million for the same period last year. On a constant currency basis, subscription revenue increased across all regions during the first ~~nine~~six months of fiscal ~~2019~~2020 when compared to the ~~same period~~prior year. In the first ~~nine~~six months of fiscal ~~2019~~2020 we closed 4439 new cloud deals, including 2918 new cloud customers and 1521 conversions from existing customers who previously purchased on-premises licenses. This compared to the first ~~nine~~six months of fiscal ~~2018~~2019 when we closed 4629 new cloud deals, including 2719 new cloud customers and 19ten conversions from existing customers who previously purchased on-premises licenses.

We track our retention rate of subscription and maintenance by calculating the annualized revenue of customer sites with contracts up for renewal ~~during~~at the beginning of the period compared to the annualized revenue associated with the customer sites that have canceled during the period. The percentage of revenue not canceled is our retention rate. Conversions to the cloud are not considered cancellations for purposes of ~~this~~the maintenance retention calculation. ~~Our~~Both our subscription and maintenance customer retention ~~rate is~~rates are in excess of 90%.

The following table presents subscription revenue by region for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Three Months Ended October 31,						Nine Months Ended October 31,						Three months ended July 31,						Six months ended July 31,
	2018			2017			2018			2017			2019			2018			2019			2018
North America		57	%		54	%		56	%		56	%		57	%		55	%		56	%		56	%
EMEA		26	%		24	%		26	%		23	%		25	%		27	%		26	%		26	%
Asia Pacific		12	%		14	%		12	%		14	%		11	%		13	%		12	%		13	%
Latin America		5	%		8	%		6	%		7	%		7	%		5	%		6	%		5	%
Total cloud revenue		100	%		100	%		100	%		100	%
Total subscription revenue														100	%		100	%		100	%		100	%

The following table presents subscription revenue by industry for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Three Months Ended October 31,						Nine Months Ended October 31,						Three months ended July 31,						Six months ended July 31,
	2018			2017			2018			2017			2019			2018			2019			2018
Automotive		32	%		36	%		33	%		36	%		38	%		33	%		36	%		34	%
Consumer products and food and beverage		18	%		13	%		18	%		13	%		15	%		18	%		16	%		18	%
High technology and industrial products		25	%		24	%		24	%		24	%		27	%		24	%		26	%		24	%
Life sciences		25	%		27	%		25	%		27	%
Total cloud revenue		100	%		100	%		100	%		100	%
Life sciences and other														20	%		25	%		22	%		24	%
Total subscription revenue														100	%		100	%		100	%		100	%

License Revenue. License revenue is derived from software license fees that customers pay for our core product, QAD ~~Enterprise~~Adaptive Applications, and any add-on modules they purchase. Our revenue mix has continued to shift from license to subscription revenue as a result of our business model transition as more new customers subscribe to our cloud-based offerings rather than purchase traditional on-premises licenses. While we expect license revenue to decline over time, we do continue to experience quarterly fluctuations.

On a constant currency basis, license revenue was ~~$4.6~~$3.5 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a $2.0 million, or ~~30%~~36%, decrease from ~~$6.6~~$5.5 million for the same period last year. On a constant currency basis, license revenue decreased in all our ~~North America region and increased in our Latin America, Asia Pacific and EMEA~~ regions during the ~~third~~second quarter of fiscal ~~2019~~2020 when compared to the same period last year. During the ~~third~~second quarter of fiscal 2020, one customer placed one license order totaling more than $0.3 million and no customers placed orders totaling more than $1 million. This compared to the second quarter of fiscal 2019 in which two customers placed license orders totaling more than $0.3 million and no ~~orders exceeded $1.0 million. This compared to fiscal 2018 in which five~~ customers placed ~~license~~ orders totaling more than ~~$0.3 million and two orders exceeded $1.0~~$1 million. The majority of our license revenue ~~has come~~is generated from additional users and module purchases from ~~modules purchased by~~ our existing customers. We anticipate that license revenue will decrease as more new customers subscribe to our cloud-based products and more existing customers elect to subscribe to QAD products in the cloud instead of purchasing licenses.

On a constant currency basis, license revenue was ~~$16.5~~$8.0 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$2.4~~$3.5 million, or ~~13%~~30%, decrease from ~~$18.9~~$11.5 million for the same period last year. On a constant currency basis, license revenue decreased in all our ~~North America and Asia Pacific regions and increased in our EMEA and Latin America~~ regions during the first ~~nine~~six months of fiscal ~~2019~~2020 when compared to the same period last year. During the first ~~nine~~six months of fiscal 2020, two customers placed license orders totaling more than $0.3 million and one order exceeded $1 million. This compared to the first six months of fiscal 2019 ~~seven~~in which five customers placed license orders totaling more than $0.3 million and one order exceeded $1.0 million. ~~This compared to the first nine months of fiscal 2018 in which eleven customers placed license orders totaling more than $0.3 million and two orders exceeded $1.0 million.~~

Maintenance and Other Revenue. We offer support services 24 hours a day, seven days a week in addition to providing software upgrades, which include additional or improved functionality, when and if available.

On a constant currency basis, maintenance and other revenue was ~~$30.4~~$29.6 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$1.5~~$0.4 million, or 5%1%, decrease from ~~$31.9~~$30.0 million ~~for~~from the same period last year. On a constant currency basis, maintenance and other revenue decreased in ~~all~~our North America region, remained flat in our Latin America and Asia Pacific regions and increased in our EMEA region during the ~~third~~second quarter of fiscal ~~2019~~2020 when compared to the same period last year. The decrease in maintenance and other revenue period over period is primarily due to continued conversions of existing customers’ ~~perpetual~~on-premises licenses to a cloud ~~subscription, in addition to our historical attrition rates.~~subscriptions. When customers convert to the cloud they no longer pay for maintenance as those support services are included as a component of the subscription offering. Though we continue to see renewal rates above 90%, conversions from on-premises to cloud have resulted in decreases in maintenance revenue and we expect this trend to continue in the future.

On a constant currency basis, maintenance and other revenue was ~~$92.5~~$59.5 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$5.2~~$0.9 million, or 5%1%, decrease from ~~$97.7~~$60.4 million for the same period last year. On a constant currency basis, maintenance and other revenue decreased in ~~all~~our North America and Latin America regions, remained flat in our Asia Pacific region and increased in our EMEA region during the first ~~nine~~six months of fiscal ~~2019~~2020 when compared to the ~~same period last~~prior year. The decrease in maintenance and other revenue period over period is primarily due to conversions to the cloud, in addition to our historical attrition rates.

~~Our maintenance retention rate has remained in excess of 90% for the third quarter and first nine months of fiscal 2019.~~

Professional Services Revenue. Our professional services business includes technical and application consulting ~~and~~in addition to training, implementations, migrations and upgrades related to our solutions. Although our professional services are optional, our customers use these services when planning, implementing or upgrading our solutions whether in the cloud or on-premises. Professional services revenue growth is contingent upon subscription and license revenue growth and customer upgrade cycles, which are influenced by the strength of general economic and business conditions.

On a constant currency basis, professional services revenue was ~~$20.7~~$17.4 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing ~~a $0.5~~an $8.1 million, or 2%32%, ~~increase~~decrease from ~~$20.2~~$25.5 million for the same period last year. On a constant currency basis, professional services revenue ~~increased in our North America region, remained relatively flat in our Asia Pacific region and~~ decreased in all our ~~EMEA and Latin America~~ regions during the ~~third~~second quarter of fiscal ~~2019~~2020 when compared to the same period last year. The ~~increase in~~prior year includes professional services revenue ~~period over period can be attributed~~related to a ~~higher number~~large, multisite global implementation project that was substantially completed at the end of ~~engagements and a higher amount~~the fourth quarter of ~~professional services revenue per customer. New cloud implementations and existing customer upgrade projects continue to generate demand for our professional services.~~fiscal 2019.

On a constant currency basis, professional services revenue was ~~$73.6~~$35.8 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$13.6~~$15.3 million, or ~~23%~~30%, ~~increase~~decrease from ~~$60.0~~$51.1 million for the same period last year. On a constant currency basis, professional services revenue ~~increased~~decreased in all regions during the first ~~nine~~six months of fiscal ~~2019~~2020 when compared to the ~~same period last~~prior year. The ~~increase~~decrease related to a reduction in professional services revenue ~~period over period can be attributed to~~following the completion of a higher number of engagements and a higher amount of professional services revenue per customer. In addition, we also provided personnel augmentation services to one of our cloud customers, mainly through third-party contractors at low margins. For the first nine months of fiscal 2019, personnel augmentation services revenue was $7.2 million. For the first nine months of fiscal 2018, we did not provide any personnel augmentation services.large, multisite global implementation project.

Total Cost of Revenue

	Three Months Ended October 31, 2018			Three Months Ended October 31, 2017			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%			Three Months Ended July 31, 2019			Three Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Cost of revenue
Cost of subscription	$	8,686		$	7,605		$	(1,138	)	$	57	$	(1,081	)		-14	%	$	9,903		$	8,334		$	(1,600	)	$	31	$	(1,569	)		-19	%
Cost of license		534			690			156			-		156			23	%		554			574			18			2		20			3	%
Cost of maintenance and other		7,716			7,840			(22	)		146		124			2	%		7,459			7,774			233			82		315			4	%
Cost of professional services		20,425			21,911			896			590		1,486			7	%		18,116			23,754			5,215			423		5,638			24	%
Total cost of revenue	$	37,361		$	38,046		$	(108	)	$	793	$	685			2	%	$	36,032		$	40,436		$	3,866		$	538	$	4,404			11	%
Percentage of revenue		47	%		49	%													47	%		48	%

Nine
Months
Ended
October 31, 2018

Nine
Months
Ended
October 31, 2017

Change in
Constant
Currency

Change due
to Currency
Fluctuations

Total Change
as Reported
$

%

(in thousands)

Cost of revenue

Cost of subscription
$ 25,248 $ 22,753 $ (2,464
)
$ (31
)
$ (2,495
)
-11
%
Cost of license
1,772 2,203 431 - 431 20
%
Cost of maintenance and other
23,355 23,374 68 (49
)
19 0
%
Cost of professional services
68,489 61,276 (6,673
)
(540
)
(7,213
)
-12
%
Total cost of revenue
$ 118,864 $ 109,606 $ (8,638
)
$ (620
)
$ (9,258
)
-8
%
Percentage of revenue
47
%
49
%

	Six Months Ended July 31, 2019			Six Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Cost of revenue
Cost of subscription	$	19,320		$	16,562		$	(2,861	)	$	103	$	(2,758	)		-17	%
Cost of license		1,145			1,238			90			3		93			8	%
Cost of maintenance and other		15,062			15,639			288			289		577			4	%
Cost of professional services		37,439			48,064			9,184			1,441		10,625			22	%
Total cost of revenue	$	72,966		$	81,503		$	6,701		$	1,836	$	8,537			10	%
Percentage of revenue		47	%		48	%

Total cost of revenue consists of cost of subscription, cost of license, cost of maintenance and other and cost of professional services. Cost of subscription includes salaries, benefits, bonuses and ~~bonuses~~other personnel expenses of our cloud operations employees; stock-based compensation for those employees; third-party contractor ~~expense;~~expense, third-party hosting and hardware costs; royalties; professional fees; ~~travel;~~travel expense; and an allocation of information technology and facilities costs. Cost of license includes license royalties and amortization of capitalized software ~~costs and fulfillment.~~costs. Cost of maintenance and other includes salaries, benefits, bonuses and ~~bonuses~~other personnel expenses of our support group, stock-based compensation for those employees, travel expense, professional fees ~~fulfillment~~ and an allocation of information technology and facilities costs. Cost of professional services includes salaries, benefits, bonuses and ~~bonuses, costs~~other personnel expenses of ~~fulfilling service contracts,~~our services employees, stock-based compensation for those employees, third-party contractor expense, travel expense ~~for services employees~~ and an allocation of information technology and facilities ~~costs.~~

~~Total Cost of Revenue.~~ On a constant currency basis, total cost of revenue was $37.4 million and $37.3 million for the third quarter of fiscal 2019 and 2018, respectively, and as a percentage of total revenue was 47% and 49% in the third quarter of fiscal 2019 and 2018, respectively. The non-currency related increase in cost of revenue of $0.1 million in the third quarter of fiscal 2019 compared to the third quarter of fiscal 2018 was primarily due to higher hosting costs associated with the growth of our cloud business offset by lower professional services third-party contractor costs.

On a constant currency basis, total cost of revenue was ~~$118.9~~$36.0 million and ~~$110.2~~$39.9 million for the ~~first nine months~~second quarter of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively, and as a percentage of total revenue was 47% and ~~49% for~~48% in the ~~first nine months~~second quarter of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. The non-currency related ~~increase~~decrease in cost of revenue of ~~$8.7~~$3.9 million, or 10%, in the second quarter of fiscal 2020 compared to the second quarter of fiscal 2019 was primarily due to lower professional services third-party contractor costs and lower travel costs associated with decreased professional services revenue partially offset by higher hosting costs and salaries and related costs associated with the increase in subscription revenue.

On a constant currency basis, total cost of revenue was $73.0 million and $79.7 million for the first six months of fiscal 2020 and 2019, respectively, and as a percentage of total revenue was 47% and 48% for the first six months of fiscal 2020 and 2019, respectively. The non-currency related decrease in cost of revenue of $6.7 million, or 8%, in the first ~~nine~~six months of fiscal 2020 compared to the first six months of fiscal 2019 ~~compared to the first nine months of fiscal 2018~~ was primarily due to ~~higher~~lower professional services ~~personnel, travel and~~ third-party contractor costs and lower travel costs associated with ~~increased~~decreased services revenue ~~and~~partially offset by higher hosting costs and salaries and related costs associated with the ~~growth of our cloud business.~~increase in subscription revenue.

Cost of Subscription. On a constant currency basis, cost of subscription was ~~$8.7~~$9.9 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$1.2~~$1.6 million, or ~~16%~~19%, increase from ~~$7.5~~$8.3 million for the same period last year. The non-currency related increase in cost of subscription of ~~$1.2~~$1.6 million in the ~~third~~second quarter of fiscal ~~2019~~2020 compared to the ~~third~~second quarter of fiscal ~~2018~~2019 was primarily due to higher hosting costs of ~~$0.9~~$0.7 million, higher third-party contractor costs of $0.3 million and higher salaries and related costs of ~~$0.2 million.~~$0.3 million, as a result of additional headcount of 21 people. Cost of subscription as a percentage of subscription revenue was ~~36%~~38% and ~~44%~~37% in the ~~third~~second quarter of fiscal 2020 and 2019, ~~and 2018,~~ respectively. ~~Subscription margins improved due to achieving greater economies of scale as we increased revenue as well as improved automation of processes in our cloud operations department.~~ We ~~expect to~~ continue to ~~improve~~focus on improving our subscription margins over time ~~as we leverage~~due to leveraging ongoing economies of scale and implementing operational ~~efficiencies, but we also anticipate~~efficiencies. We have experienced and may experience in the future quarterly fluctuations in our subscription margins as we make investments in our data centers and cloud operations to support future growth. Our strategic investments in cloud growth may not match the timing of revenue increases.

On a constant currency basis, cost of subscription was ~~$25.2~~$19.3 million for the first ~~nine~~six months of fiscal 2019, representing a ~~$2.4~~$2.8 million, or ~~11%~~17%, increase from ~~$22.8~~$16.5 million for the same period last year. The non-currency related increase in cost of subscription of ~~$2.4~~$2.8 million in the first ~~nine~~six months of fiscal ~~2019~~2020 compared to the first ~~nine~~six months of fiscal ~~2018~~2019 was primarily due to higher hosting costs of ~~$2.4~~$1.3 million, higher salaries and related costs of $0.7 million, as a result of additional headcount of 21 people, lower cross-charges to professional services to support conversions and upgrade projects of $0.4 million, higher third-party contractor costs of $0.2 million and higher allocation of information technology and facilities costs of $0.2 million. Cost of subscription as a percentage of subscription revenue was ~~37% and 46%~~38% in the first ~~nine~~six months of both fiscal ~~2019~~2020 and ~~2018, respectively.~~2019.

Cost of License. On a constant currency basis, cost of license was ~~$0.5~~$0.6 million for the ~~third~~second quarter of fiscal ~~2019, representing a $0.2 million, or 29%, decrease from $0.7 million for the same period last year. Cost~~2020 and 2019. A majority of cost of license was royalty expense, which as a ~~percentage~~percent of license revenue, ~~was 12% and 10% for the third quarters of fiscal 2019 and 2018, respectively.~~remained relatively consistent year over year.

On a constant currency basis, cost of license was ~~$1.8~~$1.1 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$0.4~~$0.1 million, or ~~18%~~8%, decrease from ~~$2.2~~$1.2 million for the same period last year. ~~Cost~~A majority of cost of license was royalty expense, which as a ~~percentage~~percent of license revenue, ~~was 11% and 12% for the first nine months of fiscal 2019 and 2018, respectively.~~remained relatively consistent year over year.

Cost of Maintenance and Other. On a constant currency basis, cost of maintenance and other was $7.5 million for the second quarter of fiscal 2020, representing a $0.2 million, or 3%, decrease from $7.7 million for the ~~third quarter of both fiscal 2019 and 2018.~~same period last year. Expense categories within cost of maintenance and other were relatively consistent for the ~~third~~second quarter of fiscal ~~2019~~2020 compared to the same period last year. Cost of maintenance and other as a percentage of maintenance and other revenue was 25% ~~and 24%~~ in each of the ~~third quarter~~second quarters of fiscal ~~2019~~2020 and ~~2018, respectively.~~2019.

On a constant currency basis, cost of maintenance and other was ~~$23.4~~$15.1 million for the first ~~nine~~six months of ~~both~~ fiscal ~~2019 and 2018.~~2020, representing a $0.3 million, or 2%, decrease from $15.4 million for the same period last year. Expense categories within cost of maintenance and other were relatively consistent for the first ~~nine~~six months of fiscal ~~2019~~2020 compared to the same period last year. Cost of maintenance and other as a percentage of maintenance and other revenue was 25% ~~and 24%~~ in each of the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018, respectively.~~2019.

Cost of Professional Services. On a constant currency basis, cost of professional services was ~~$20.4~~$18.1 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$0.9~~$5.2 million, or 4%22%, decrease from ~~$21.3~~$23.3 million for the same period last year. The non-currency related decrease in cost of professional services of ~~$0.9~~$5.2 million in the ~~third~~second quarter of fiscal ~~2019~~2020 compared to the ~~third~~second quarter of fiscal ~~2018~~2019 was primarily due to lower third-party contractor costs of ~~$0.3~~$3.1 million, lower travel expense of $1.3 million, lower cross-charges from other departments to support conversion and upgrade projects of $0.5 million, lower salaries and related costs of ~~$0.3~~$0.4 million, ~~lower professional fees~~as a result of ~~$0.2 million~~a decrease in headcount of 10 people, and lower bonuses of ~~$0.2~~$0.3 million partially offset by higher ~~travel expense~~severance of ~~$0.2~~$0.5 million. Cost of professional services as a percentage of professional services revenues was ~~99%~~104% and ~~106%~~91% for the ~~third~~second quarter of fiscal 2020 and 2019, ~~and 2018,~~ respectively.

On a constant currency basis, cost of professional services was ~~$68.5~~$37.4 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$6.7~~$9.2 million, or ~~11%~~20%, ~~increase~~decrease from ~~$61.8~~$46.6 million for the same period last year. The non-currency related ~~increase~~decrease in cost of professional services of ~~$6.7~~$9.2 million in the first ~~nine~~six months of fiscal 2020 compared to the first six months of fiscal 2019 ~~compared to the first nine months of fiscal 2018~~ was primarily due to ~~higher~~lower third-party contractor costs of ~~$3.4~~$5.7 million, ~~higher~~lower travel expense of ~~$1.9~~$2.1 million, ~~higher~~lower cross-charges from other departments to support conversion and upgrade projects of $0.9 million, lower salaries and related costs of ~~$1.4~~$0.4 million, as a result of ~~additional~~a decrease in headcount of 2710 people, and ~~higher information technology and facilities allocated costs~~lower bonuses of ~~$0.4~~$0.5 million partially offset by ~~lower bonuses~~higher severance of ~~$0.3 million and lower recruitment costs of $0.3~~$0.6 million. Cost of professional services as a percentage of professional services revenues was ~~93%~~105% and ~~103%~~91% for the first ~~nine~~six months of fiscal 2020 and 2019, ~~and 2018,~~ respectively. ~~We expect to achieve a small profit in professional services during fiscal 2019.~~

Sales and Marketing

	Three Months Ended October 31, 2018			Three Months Ended October 31, 2017			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%			Three Months Ended July 31, 2019			Three Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Sales and marketing	$	18,447		$	17,697		$	(986	)	$	236	$	(750	)		-4	%	$	20,191		$	19,502		$	(957	)	$	268	$	(689	)		-4	%
Percentage of revenue		23	%		23	%													26	%		23	%

	Six Months Ended July 31, 2019			Six Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Sales and marketing	$	41,082		$	39,448		$	(2,466	)	$	832	$	(1,634	)		-4	%
Percentage of revenue		27	%		23	%

Sales and marketing expense includes salaries, benefits, commissions, bonuses, stock-based compensation, ~~and~~ travel expense ~~for~~and other personnel costs of our sales and marketing employees in addition to costs of programs aimed at increasing revenue, such as trade shows, user group events, lead generation, advertising and various sales and promotional programs. Sales and marketing expense also includes ~~personnel costs of order processing,~~ sales agent fees and an allocation of information technology and facilities costs.

On a constant currency basis, sales and marketing expense was ~~$18.4~~$20.2 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$0.9~~$1.0 million, or 5%, increase from ~~$17.5~~$19.2 million for the same period last year. The non-currency related increase in sales and marketing expense of ~~$0.9~~$1.0 million in the ~~third~~second quarter of fiscal ~~2019~~2020 compared to the ~~third~~second quarter of fiscal ~~2018~~2019 was primarily due to higher salaries and related costs of ~~$0.7~~$0.4 million, as a result of additional headcount of 2931 people, higher marketing expense of $0.3 million, higher travel expense of $0.2 million and a higher ~~stock compensation expense~~allocation of information technology and facilities costs of $0.2 million partially offset by lower ~~commissions~~bonuses of ~~$0.5~~$0.3 million. ~~In fiscal 2019 we made some changes~~Sales and marketing expenses benefitted $0.7 million from moving 30 order processing employees to ~~the structure~~general and administrative expense. If this move did not occur, sales and marketing salaries and related costs would have been $1.1 million higher than last year as a result of ~~our sales force, which increased the total size~~additional headcount of ~~the group by about 10%.~~61 employees.

On a constant currency basis, sales and marketing expense was ~~$57.9~~$41.1 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$4.2~~$2.5 million, or 8%6%, increase from ~~$53.7~~$38.6 million for the same period last year. The non-currency related increase in sales and marketing expense of ~~$4.2~~$2.5 million in the first ~~nine~~six months of fiscal ~~2019~~2020 compared to the first ~~nine~~six months of fiscal ~~2018~~2019 was primarily due to higher salaries and related costs of ~~$2.5~~$1.1 million, as a result of additional headcount of 2931 people, ~~higher bonuses of $0.9 million,~~ higher severance of ~~$0.5~~$0.4 million, a higher ~~stock compensation expense~~allocation of information technology and facilities costs of $0.4 million, higher marketing expense of $0.3 million, higher recruiting expense of $0.3 million and higher ~~professional fees~~travel expense of ~~$0.3~~$0.2 million partially offset by lower commissions of ~~$0.8~~$0.3 million and lower bonuses of $0.3 million. Sales and marketing expenses benefitted $1.3 million from moving 30 order processing employees to general and administrative expense during the first half of fiscal 2020. If this move did not occur, sales and marketing salaries and related costs would have been $2.4 million higher than last year as a result of additional headcount of 61 employees.

Research and Development

	Three Months Ended October 31, 2018			Three Months Ended October 31, 2017			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%			Three Months Ended July 31, 2019			Three Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Research and development	$	13,155		$	12,111		$	(1,256	)	$	212	$	(1,044	)		-9	%	$	13,870		$	13,513		$	(583	)	$	226	$	(357	)		-3	%
Percentage of revenue		17	%		16	%													18	%		16	%

	Six Months Ended July 31, 2019			Six Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
Research and development	$	27,857		$	27,519		$	(982	)	$	644	$	(338	)		-1	%
Percentage of revenue		18	%		16	%

Research and development is expensed as incurred and consists primarily of salaries, benefits, bonuses, stock-based compensation, ~~training~~travel expense and ~~travel expense~~other personnel costs for research and development employees ~~and~~in addition to professional services, such as fees paid to software development firms and independent contractors. Research and development expense ~~also~~ includes an allocation of information technology and facilities costs, and is reduced by capitalized localization and translation costs.

On a constant currency basis, research and development expense was ~~$13.2~~$13.9 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$1.3~~$0.6 million, or ~~11%~~5%, increase from ~~$11.9~~$13.3 million for the same period last year. The non-currency related increase in research and development expense of ~~$1.3~~$0.6 million in the ~~third~~second quarter of fiscal ~~2019~~2020 compared to the ~~third~~second quarter of fiscal ~~2018~~2019 was primarily due to higher salaries and related costs of ~~$0.8~~$0.3 million ~~as a result of additional headcount of 18 people~~ and higher ~~third-party contractor costs~~cross-charges from other departments of ~~$0.5 million.~~$0.3 million to support the development of advanced technologies in the areas of robotic process automation, machine learning and the industrial internet of things (“IoT”).

On a constant currency basis, research and development expense was ~~$40.7~~$27.9 million for the first ~~nine~~six months of fiscal ~~2019,~~2020, representing a ~~$5.0~~$1.0 million, or ~~14%~~4%, increase from ~~$35.7~~$26.9 million for the same period last year. The non-currency related increase in research and development expense of ~~$5.0~~$1.0 million in the first ~~nine~~six months of fiscal 2020 compared to the first six months of fiscal 2019 ~~compared to the first nine months of fiscal 2018~~ was primarily due to higher salaries and related costs of ~~$2.8~~$0.6 million, ~~as a result of additional headcount of 18 people,~~ higher third-party contractor costs of ~~$1.6 million, higher information technology and facilities allocated costs of $0.3 million, higher stock compensation expense of~~ $0.3 million and higher ~~travel expense~~cross-charges from other departments of ~~$0.2 million.~~$0.3 million to support the development of advanced technologies.

General and Administrative

Three
Months
Ended
October 31, 2018

Three
Months
Ended
October 31, 2017

Change in
Constant
Currency

Change due
to Currency
Fluctuations

Total Change
as Reported
$

%

(in thousands)

General and administrative
$ 8,095 $ 8,556 $ 374 $ 87 $ 461 5
%
Percentage of revenue
10
%
11
%

	Nine Months Ended October 31, 2018			Nine Months Ended October 31, 2017			Change in Constant Currency			Change due to Currency Fluctuations			Total Change as Reported $			%			Three Months Ended July 31, 2019			Three Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
General and administrative	$	26,823		$	26,373		$	(227	)	$	(223	)	$	(450	)		-2	%	$	10,392		$	9,366		$	(1,107	)	$	81	$	(1,026	)		-11	%
Percentage of revenue		11	%		11	%														14	%		11	%

	Six Months Ended July 31, 2019			Six Months Ended July 31, 2018			Change in Constant Currency			Change due to Currency Fluctuations		Total Change as Reported $			%
(in thousands)
General and administrative	$	19,810		$	18,728		$	(1,366	)	$	284	$	(1,082	)		-6	%
Percentage of revenue		13	%		11	%

General and administrative expense includes salaries, benefits, bonuses, stock-based compensation, ~~and~~ travel expense ~~for~~and other personnel costs related to our finance, human resources, legal and executive personnel. General and administrative expense also includes personnel ~~as well as~~costs of order processing, professional fees for accounting and legal services, bad debt expense and an allocation of information technology and facilities costs.

On a constant currency basis, general and administrative expense was ~~$8.1~~$10.4 million for the ~~third~~second quarter of fiscal ~~2019,~~2020, representing a ~~$0.4~~$1.1 million, or 5%, decrease from $8.5 million for the same period last year. The non-currency related decrease in general and administrative expense of $0.4 million in the third quarter of fiscal 2019 compared to the third quarter of fiscal 2018 was primarily due to lower stock compensation expense of $0.6 million and lower bonuses of $0.4 million partially offset by higher professional fees of $0.4 million.

~~On a constant currency basis, general and administrative expense was $26.8 million for the first nine months of fiscal 2019, representing a $0.2 million, or 1%~~12%, increase from ~~$26.6~~$9.3 million for the same period last year. The non-currency related increase in general and administrative expense of ~~$0.2~~$1.1 million in the ~~first nine months~~second quarter of fiscal ~~2019~~2020 compared to the ~~first nine months~~second quarter of fiscal ~~2018~~2019 was primarily due to higher ~~professional fees~~salaries and related costs of $0.7 million, as a result of moving our order processing employees from sales and marketing expense to general and administrative expense, a higher allocation of information technology and facilities costs of $0.3 million, higher ~~payroll taxes~~severance of $0.2 million ~~higher travel of $0.1 million~~ and higher ~~severance~~professional fees of ~~$0.1~~$0.2 million partially offset by lower ~~bonuses~~stock compensation expense of ~~$0.6~~$0.3 million.

On a constant currency basis, general and administrative expense was $19.8 million for the first six months of fiscal 2020, representing a $1.4 million, or 8%, increase from $18.4 million for the same period last year. The non-currency related increase in general and administrative expense of $1.4 million in the first six months of fiscal 2020 compared to the first six months of fiscal 2019 was primarily due to higher salaries and related costs of $1.5 million, primarily as a result of moving our order processing employees from sales and marketing expense to general and administrative expense, and a higher allocation of information technology and facilities costs of $0.3 million partially offset by lower stock compensation expense of $0.3 million.

Amortization of Intangibles from Acquisitions

Amortization of intangibles from acquisitions was ~~$45,000~~$66,000 and ~~$85,000~~zero in the ~~third~~second quarter of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$45,000~~$133,000 and ~~$359,000~~zero for the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. Amortization expense for the ~~third~~second quarter and the first ~~nine~~six months of fiscal ~~2019~~2020 was ~~due~~related to ~~the~~ intangible assets acquired during fiscal 2019. ~~Amortization expense for the third quarter and first nine months of fiscal 2018 was due to the intangible assets acquired in our fiscal 2013 acquisitions of DynaSys and CEBOS.~~

Total Other (Income) Expense

	Three Months Ended			Increase (Decrease) Compared to Prior Period						Three Months Ended			Three Months Ended			Increase (Decrease) Compared to Prior Period						Three Months Ended
	October 31, 2018			$			%			October 31, 2017			July 31, 2019			$			%			July 31, 2018
(in thousands)
Other (income) expense
Interest income	$	(646	)	$	(206	)		-47	%	$	(440	)	$	(789	)	$	(46	)		-6	%	$	(743	)
Interest expense		177			(18	)		-10	%		195			148			(6	)		-4	%		154
Other (income) expense, net		(636	)		(223	)		-54	%		(413	)
Total other (income) expense, net	$	(1,105	)	$	(447	)		-68	%	$	(658	)
Other income, net														(154	)		115			43	%		(269	)
Total other income, net													$	(795	)	$	63			7	%	$	(858	)
Percentage of revenue		-2	%								-1	%		-1	%								-1	%

	Nine Months Ended			Increase (Decrease) Compared to Prior Period						Nine Months Ended			Six Months Ended			Increase (Decrease) Compared to Prior Period						Six Months Ended
	October 31, 2018			$			%			October 31, 2017			July 31, 2019			$			%			July 31, 2018
(in thousands)
Other (income) expense
Interest income	$	(1,913	)	$	(812	)		-74	%	$	(1,101	)	$	(1,513	)	$	(246	)		-19	%	$	(1,267	)
Interest expense		488			(20	)		-4	%		508			301			(10	)		-3	%		311
Other (income) expense, net		(1,309	)		(2,708	)		-194	%		1,399
Total other (income) expense, net	$	(2,734	)	$	(3,540	)		-439	%	$	806
Other income, net														(326	)		347			52	%		(673	)
Total other income, net													$	(1,538	)	$	91			6	%	$	(1,629	)
Percentage of revenue		-1	%								0	%		-1	%								-1	%

Total other income, net was $0.8 million and $0.9 million for the second quarter of fiscal 2020 and fiscal 2019, respectively. Other (income) expense categories within total other income, net were relatively consistent for the second quarter of fiscal 2020 compared to the same period last year.

Total other ~~(income) expense,~~income, net was ~~$(1.1)~~$1.5 million and ~~$(0.7)~~$1.6 million for the ~~third quarter~~first six months of fiscal ~~2019~~2020 and fiscal ~~2018,~~2019, respectively. The change in net other (income) expense was primarily related to ~~higher foreign exchange gains~~the unfavorable change in the fair market value of ~~$0.3~~the interest rate swap associated with the mortgage on our headquarters of $0.4 million ~~and an increase in~~partially offset by higher interest income of $0.2 ~~million.~~

Total other (income) expense, net was $(2.7) million and $0.8 million for the first nine months of fiscal 2019 and fiscal 2018, respectively. The change in net other (income) expense was primarily related to higher foreign exchange gains of $2.5 million and higher interest income of $0.8 million.

Interest rate swap valuations and foreign exchange gains and losses are subject to changes which are inherently unpredictable. Our interest rate swap is accounted for using mark-to-market accounting. Accordingly, changes in the fair value of the swap each reporting period are adjusted through earnings, subjecting us to non-cash volatility in our results of operations. The swap fixes the interest rate on our mortgage to 4.31% over the entire term of the mortgage and effectively lowered our interest rate from the previous mortgage rate of 6.5%. Although the agreement allows us to prepay the loan and exit the agreement early, we have no intention of doing so. As a result, we will have non-cash adjustments through earnings each reporting period. Over the term of the mortgage, however, the net impact of these mark-to-market adjustments on earnings will be zero.

Income Tax Expense

	Three Months Ended			Increase (Decrease) Compared to Prior Period						Three Months Ended			Three Months Ended			Increase Compared to Prior Period					Three Months Ended
	October 31, 2018			$			%			October 31, 2017			July 31, 2019			$		%			July 31, 2018
(in thousands)
Income tax expense	$	597		$	(652	)		-52	%	$	1,249		$	9,872		$	8,401		571	%	$	1,471
Percentage of revenue		1	%								2	%		13	%							2	%
Effective tax rate		17	%								115	%		-292	%							57	%

	Nine Months Ended			Increase (Decrease) Compared to Prior Period					Nine Months Ended			Six Months Ended			Increase Compared to Prior Period					Six Months Ended
	October 31, 2018			$		%			October 31, 2017			July 31, 2019			$		%			July 31, 2018
(in thousands)
Income tax expense	$	3,251		$	550		20	%	$	2,701		$	10,587		$	7,933		299	%	$	2,654
Percentage of revenue		1	%							1	%		7	%							2	%
Effective tax rate		37	%							-227	%		-180	%							51	%

In determining the quarterly provision for income taxes, ~~for the third quarter of fiscal 2019,~~ we calculated income tax expense based on actual quarterly results in the second quarter of fiscal 2020. In the prior year, we were anticipating a profit for the year and therefore we used an estimated annual tax rate ~~for the year, compared to the prior year~~ when ~~we calculated the actual~~calculating income tax ~~expense based on actual~~expense. These results ~~for the quarter. The annual effective tax rate was~~were adjusted for discrete items recorded during ~~both periods. The estimated annual tax rate for~~ the ~~year was~~period. Actual quarterly results are being used in fiscal 2020 since they provide a more reliable estimate of quarterly tax expense given that we recorded net losses during the ~~current period since~~first half of fiscal 2020 and we ~~are forecasting profits~~expect a net loss for the full fiscal ~~year 2019.~~year.

We recorded income tax expense of ~~$0.6~~$9.9 million and ~~$1.2~~$1.5 million in the ~~third~~second quarter of fiscal ~~2019~~2020 and ~~2018, respectively. Our effective tax rate decreased to 17% for the third quarter of fiscal~~ 2019, compared to 115% for the same period in the prior year. The difference in the effective tax rate is primarily due to applying an annual effective tax rate to the forecasted profits in the third quarter of fiscal 2019 compared to calculating actual tax expense in the same period of fiscal 2018.

~~We recorded income tax expense of $3.3 million and $2.7 million for the first nine months of fiscal 2019 and 2018,~~ respectively. Our effective tax rate was ~~37%~~(292%) for the second quarter of fiscal 2020 compared to ~~(227%)~~57% for the same period in the prior year. The change in the effective tax rate iswas primarily due to ~~forecasted profits for~~a valuation allowance that was placed on the ~~first nine months~~net deferred tax assets of our wholly-owned Irish subsidiary and a taxable loss in the second quarter of fiscal ~~2019~~2020 compared to ~~pre-tax loss~~a taxable profit for the same period of fiscal ~~2018.~~2019. The placement of a valuation allowance resulted in an accounting adjustment of $10 million to income tax expense.

We recorded income tax expense of $10.6 million and $2.7 million for the first six months of fiscal 2020 and 2019, respectively. Our effective tax rate was (180%) compared to 51% for the same period in the prior year. The change in the effective tax rate was primarily due to a valuation allowance that was placed on our Irish Principal’s net deferred tax assets and a taxable loss for the first six months of fiscal 2020 compared to a taxable profit for the same period of fiscal 2019. The placement of a valuation allowance resulted in an accounting adjustment of $10 million to income tax expense.

Non-GAAP Financial Measures

Regulation S-K Item 10(e), “Use of Non-GAAP Financial Measures in Commission Filings,” defines and prescribes the conditions for use of non-GAAP financial information. Our measures of non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margins, non-GAAP pre-tax income and ~~estimated~~non-GAAP income tax expense on ~~GAAP~~non-GAAP earnings each meet the definition of a non-GAAP financial measure. We define the non-GAAP measures as follows:

●

Non-GAAP adjusted EBITDA - EBITDA is GAAP net income before net interest expense, income tax expense, depreciation and amortization. Non-GAAP adjusted EBITDA is EBITDA less stock-based compensation expense and the change in the fair value of the interest rate swap.

●

Non-GAAP adjusted EBITDA margins - Calculated by dividing non-GAAP adjusted EBITDA by total revenue.

●

Non-GAAP pre-tax income - GAAP income before income taxes not including the effects of stock-based compensation expense, amortization of purchased intangible assets and the change in fair value of the interest rate swap.

●

~~Estimated~~Non-GAAP income tax expense on ~~GAAP~~non-GAAP earnings - Defined as GAAP ~~total~~ tax expense excluding discrete items such as return to provision adjustments, stock-based compensation, rate change impacts, new valuation allowances on new positions and changes in reserves for unrecognized tax benefits.

QAD’s management uses non-GAAP measures internally to evaluate the business and believes that presenting non-GAAP measures provides useful information to investors regarding the underlying business trends and performance of our ongoing operations as well as useful metrics for monitoring our performance and evaluating it against industry peers. The non-GAAP financial measures presented should be used in addition to, and in conjunction with, results presented in accordance with GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review our consolidated financial statements in their entirety and to not rely on any single financial measure in evaluating the company.

QAD non-GAAP measures reflect adjustments based on the following items:

Stock-based compensation expense: We have excluded the effect of stock-based compensation expense from our non-GAAP adjusted EBITDA and non-GAAP pre-tax income calculations. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense which generally requires cash settlement by QAD, and therefore is not used by us to assess the profitability of our operations. We also believe the exclusion of stock-based compensation expense provides a more useful comparison of our operating results to the operating results of our peers.

Amortization of purchased intangible assets: We amortize purchased intangible assets in connection with our acquisitions. We have excluded the effect of amortization of purchased intangible assets, which include purchased technology, customer relationships, trade names and other intangible assets, from our non-GAAP pre-tax income calculation, because doing so makes internal comparisons to our historical operating results more consistent. In addition, we believe excluding amortization of purchased intangible assets provides a more useful comparison of our operating results to the operating results of our peers.

Change in fair value of the interest rate swap: We entered into an interest rate swap to mitigate our exposure to the variability of one-month LIBOR for our floating rate debt related to the mortgage of our headquarters. We have excluded the gain/loss adjustments to record the interest rate swap at fair value from our non-GAAP adjusted EBITDA and non-GAAP pre-tax income calculations. We believe that these fluctuations are not indicative of our operational costs or meaningful in evaluating comparative period results because we currently have no intention of exiting the debt agreement early; and therefore over the life of the debt the sum of the fair value adjustments will be zero.

Non-GAAP income tax on non-GAAP earnings: We disclose non-GAAP income tax on non-GAAP earnings in order to provide a reader with the ability to calculate non-GAAP earnings per share. Our estimate of non-GAAP income tax expense excludes the tax effect of stock-based compensation and other discrete items. We believe it is appropriate to exclude discrete items from the non-GAAP income tax expense on non-GAAP earnings calculation because non-GAAP pre-tax income excludes the effect of stock-based compensation; and discrete items are unpredictable and generally are not recognized until incurred.

The following table sets forth the reconciliation of the non-GAAP financial measures of adjusted EBITDA, adjusted EBITDA margins and non-GAAP pre-tax income to the most comparable GAAP measures for the three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Three Months Ended October 31,						Nine Months Ended October 31,						Three Months Ended July 31,						Six Months Ended July 31,
	2018			2017			2018			2017			2019			2018			2019			2018
(in thousands)
Total revenue	$	79,577		$	76,925		$	250,310		$	224,265		$	76,378		$	84,543		$	154,413		$	170,733
Net income (loss)		2,982			(161	)		5,492			(3,893	)
Net (loss) income														(13,250	)		1,113			(16,484	)		2,510
Add back:
Net interest expense		(469	)		(245	)		(1,425	)		(593	)		(641	)		(589	)		(1,212	)		(956	)
Depreciation		1,183			1,153			3,571			3,396			1,276			1,188			2,603			2,388
Amortization		216			274			521			997			300			146			574			305
Income tax expense		597			1,249			3,251			2,701			9,872			1,471			10,587			2,654
EBITDA	$	4,509		$	2,270		$	11,410		$	2,608		$	(2,443	)	$	3,329		$	(3,932	)	$	6,901
Add back:
Stock-based compensation expense		2,148			2,311			7,618			6,671			3,188			3,364			5,492			5,470
Change in fair value of interest rate swap		(46	)		(106	)		(198	)		(103	)		160			(35	)		251			(152	)
Adjusted EBITDA	$	6,611		$	4,475		$	18,830		$	9,176		$	905		$	6,658		$	1,811		$	12,219
Adjusted EBITDA margin		8	%		6	%		8	%		4	%		1	%		8	%		1	%		7	%

Non-GAAP pre-tax income reconciliation
Income (loss) before income taxes	$	3,579		$	1,088		$	8,743		$	(1,192	)
Add back:
(Loss) income before income taxes													$	(3,378	)	$	2,584		$	(5,897	)	$	5,164
Add back
Stock-based compensation expense		2,148			2,311			7,618			6,671			3,188			3,364			5,492			5,470
Amortization of purchased intangible assets		52			165			52			732			73			-			147			-
Change in fair value of interest rate swap		(46	)		(106	)		(198	)		(103	)		160			(35	)		251			(152	)
Non-GAAP income before income taxes	$	5,733		$	3,458		$	16,215		$	6,108		$	43		$	5,913		$	(7	)	$	10,482

Estimated income tax expense on GAAP earnings	$	588		$	1,244		$	3,322		$	2,741		$	1,074		$	1,622		$	1,657		$	2,734

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of cash is from the sale of ~~subscription,~~subscriptions, licenses, maintenance and professional services to our customers. Our primary use of cash is payment of our operating expenses which mainly consist of employee-related expenses, such as compensation and benefits, as well as general operating expenses for facilities, third-party hosting providers, third party contractors and other overhead costs. In addition to operating expenses, we may also use cash for capital expenditures; payment of dividends, withholding taxes on settlement of stock-based compensation and stock repurchases; and to invest in our growth initiatives, which may include acquisitions of products, technologies and businesses.

At ~~October~~July 31, ~~2018,~~2019, our principal sources of liquidity were cash and equivalents totaling ~~$138.1~~$141.8 million, short-term investments of $1.2 million and net accounts receivable of ~~$46.4~~$41.5 million. Our cash and equivalents consisted of current bank accounts, registered money market funds and time delineated deposits. Approximately ~~85%~~86% of our cash and equivalents were held in U.S. dollar denominated accounts as of ~~October~~July 31, ~~2018.~~2019.

Our primary commercial banking relationship is with Bank of America and its global affiliates. Our largest cash concentrations are in the United States and Ireland. The percentage of cash and equivalents held ~~by foreign subsidiaries~~outside of the United States was ~~74%~~71% and ~~69%~~74% as of ~~October~~July 31, ~~2018~~2019 and January 31, ~~2018,~~2019, respectively. The majority of our cash and equivalents are held in investment accounts which are predominantly placed in money market mutual funds, and in U.S. Treasury and government securities funds. The remaining cash and equivalents and short-term investments are held in deposit accounts and certificates of deposit.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. In addition to providing for U.S. income taxes on earnings from the United States, we provide for U.S. income taxes on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside the United States. ~~We do not anticipate changing our intention regarding permanently reinvested earnings as~~

As of the balance sheet ~~date.~~

In December 2017, the U.S. Tax Cuts and Jobs Act ("Tax Act") was signed into law. The Tax Act includes a mandatory one-time tax on accumulated earnings of our foreign subsidiaries which resulted in an estimated $0.7 million of additional U.S. tax and will be paid in equal installments over eight years beginning in fiscal 2019. In spite of the U.S. taxation on these earnings,date, we intend to permanently reinvest the earnings inof our foreign subsidiaries. Should we decide to repatriate these earnings in the future, we would not expect to incur significant additional taxes; however, foreign withholding taxes, currency translation, state taxes and currency control laws must always be considered.

The following table summarizes our cash flows for the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017:~~2018:

	Nine Months Ended October 31,						Six Months Ended July 31,
(in thousands)	2018			2017			2019			2018
Net cash provided by operating activities	$	15,117		$	2,844		$	14,178		$	9,146
Net cash used in investing activities		(6,658	)		(3,396	)		(4,241	)		(2,990	)
Net cash used in financing activities		(13,160	)		(7,597	)		(6,510	)		(11,541	)
Effect of foreign exchange rates on cash and equivalents		(4,242	)		3,094			(1,072	)		(2,110	)
Net decrease in cash and equivalents	$	(8,943	)	$	(5,055	)
Net increase (decrease) in cash and equivalents							$	2,355		$	(7,495	)

Typical factors affecting our cash provided by operating activities include our level of revenue and earnings for the period; the timing and amount of ~~employee bonus~~employee-related compensation payments, vendor payments and ~~income~~ tax payments; and the timing and amount of billings and cash collections from our customers, which is our largest source of operating cash flow. Net cash flows provided by operating activities were ~~$15.1~~$14.2 million and ~~$2.8~~$9.1 million for the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. The increase in cash flows from operating activities was due primarily to ~~an increase~~the positive cash flow effect of changes in accounts receivable of $12.2 million and changes in non-cash items (including net change in valuation allowance, depreciation and amortization, stock-based compensation, change in fair value of interest rate swap and provision for doubtful accounts/sales adjustments) of $12.2 million partially offset by lower net income of ~~$9.4 million and higher collections.~~$19.0 million.

Net cash used in investing activities included capital expenditures of ~~$3.2~~$3.7 million and ~~$2.6~~$2.0 million for the first ~~nine~~six months of fiscal 2020 and 2019, ~~and 2018,~~ respectively. The increase in capital expenditures primarily relates to leasehold improvements. We continue to monitor our capital spending and do not believe we are delaying critical capital expenditures required to run our business. During the third quarter of fiscal 2019, our Indonesian subsidiary acquired the assets of PT Iris, our Indonesian software distributor. The total purchase price was $2.5 million and was funded entirely with cash on hand.

Net cash used in financing activities primarily consisted ~~primarily~~ of payments of withholding taxes on the settlement of stock-based compensation and payment of dividends. In the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018,~~2019, we paid withholding taxes of ~~$8.7~~$3.5 million and ~~$3.2~~$8.6 million, respectively, on vested restricted stock units and exercised stock appreciation rights. In the first ~~nine~~six months of ~~both~~ fiscal ~~2019~~2020 and ~~2018,~~2019, we made dividend payments of ~~$4.1~~$2.8 million and ~~$4.0~~$2.7 million, respectively. On a regular basis the Board of Directors evaluates our ability to continue to pay dividends and the structure of potential future dividend payments.

We have historically calculated accounts receivable days’ sales outstanding (“DSO”), using the countback, or last-in first-out, method. This method calculates the number of days of billed revenue represented by the accounts receivable balance as of period end. When reviewing the performance of our entities, DSO under the countback method is used by management. It is management’s belief that the countback method best reflects the relative health of our accounts receivable as of a given quarter-end or year-end because of the cyclical nature of our billings. Our billing cycle includes high annual maintenance renewal billings at year-end that will not be recognized as earned revenue until future periods.

DSO under the countback method was 4849 days and 53 days as of ~~October~~July 31, ~~2018~~2019 and ~~2017,~~2018, respectively. DSO using the average method, which is calculated utilizing the accounts receivable balance and earned revenue for the most recent quarter, was 5349 days and 5958 days at ~~October~~July 31, ~~2018~~2019 and ~~2017,~~2018, respectively. The aging of our accounts receivable remained consistent when compared with the same period last year. We believe our reserve methodology is adequate, our reserves are properly stated as of ~~October~~July 31, ~~2018~~2019 and the quality of our receivables remains good.

There have been no material changes in our contractual obligations or commercial commitments outside the ordinary course of business. Cash requirements for items other than normal operating expenses are anticipated for capital expenditures, dividend payments and other equity transactions. We may require cash for acquisitions of new businesses, software products or technologies complementary to our business.

We believe that our cash on hand and net cash provided by operating activities will provide us with sufficient resources to meet our current and long-term working capital requirements, debt service, dividend payments and other cash needs for at least the next twelve months.

Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. See Part I, Item 3, “Quantitative and Qualitative Disclosures about Market Risk” for further discussion.

CONTRACTUAL OBLIGATIONS

A summary of future obligations under our various contractual obligations and commitments as of January 31, ~~2018~~2019 was disclosed in our Annual Report on Form 10-K for the year ended January 31, ~~2018.~~2019. During the ~~quarter~~three and ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 there have been no material changes in our contractual obligations or commercial commitments outside the ordinary course of ~~business.~~business

Notes Payable

Effective May 30, 2012, QAD Ortega Hill, LLC, our wholly owned limited liability company, entered into a variable rate credit agreement (the “2012 Mortgage”) with Rabobank, N.A., to refinance a pre-existing mortgage. The 2012 Mortgage has an original principal balance of $16.1 million and bears interest at the one month LIBOR rate plus 2.25%. One month LIBOR was ~~2.29%~~2.31% at ~~October~~July 31, ~~2018.~~2019. The 2012 Mortgage matures in June 2022 and is secured by our headquarters located in Santa Barbara, California. In conjunction with the 2012 Mortgage, QAD Ortega Hill, LLC entered into an interest rate swap with Rabobank, N.A. The swap agreement has an initial notional amount of $16.1 million and a schedule matching that of the underlying loan that synthetically fixes the interest rate on the debt at 4.31% for the entire term of the 2012 Mortgage. The terms of the 2012 Mortgage provide for QAD Ortega Hill, LLC to make net monthly payments of $88,100 consisting of principal and interest and one final payment of $11.7 million. The unpaid balance as of ~~October~~July 31, ~~2018~~2019 was ~~$13.5~~$13.1 million.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Rates. We have operations in foreign locations around the world and we are exposed to risk resulting from fluctuations in foreign currency exchange rates. We have experienced significant foreign currency fluctuations during fiscal ~~2018~~2019 and the first ~~nine~~six months of fiscal ~~2019~~2020 due primarily to the volatility of the euro in relation to the U.S. dollar. The foreign currencies for which we currently have the most significant exposure are the euro and Mexican peso. Foreign currency exchange rate movements could create a foreign currency gain or loss that could be realized or unrealized for us. Unfavorable movements in foreign currency exchange rates between the U.S. dollar and other foreign currencies may have an adverse impact on our operations. We did not have any foreign currency forward or option contracts or other foreign currency denominated derivatives or other financial instruments open as of ~~October~~July 31, ~~2018.~~2019.

We face two risks related to foreign currency exchange rates—translation risk and transaction risk. Translation risk relates to amounts invested in our foreign operations that are translated into U.S. dollars using period-end exchange rates. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Furthermore, we have exposure to foreign exchange fluctuations arising from the remeasurement of non-functional currency assets, liabilities and intercompany balances into U.S. dollars for financial reporting purposes. Transaction risk is related to our international subsidiaries holding non-local currency net monetary accounts subject to revaluation into their local currency, which results in realized or unrealized foreign currency gains or losses.

For the ~~nine~~six months ended ~~October~~July 31, 2019 and 2018, approximately 50% and ~~2017, approximately 51% and 50%~~53%, respectively, of our revenue was generated in foreign currencies. We also incurred a significant portion of our expenses in currencies other than the U.S. dollar, approximately ~~33%~~40% and ~~40%~~41% for the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Based on a hypothetical 10% strengthening of the U.S. dollar against all foreign currencies, our revenue would be adversely affected by approximately 5% partially offset by a positive effect on our expenses of approximately 3%4%, and our operating income would be adversely affected by approximately ~~71%~~16%.

For each of the ~~nine~~six months ended ~~October~~July 31, ~~2018~~2019 and ~~2017,~~2018, foreign currency transaction and remeasurement ~~(gains) losses~~gains totaled ~~($0.9)~~$0.3 million, ~~and $1.7 million, respectively,~~ and are included in “Other (income) expense, net” in our Condensed Consolidated Statements of Operations and Comprehensive ~~Income~~ (Loss). Income. We performed a sensitivity analysis on the net U.S. dollar and euro-based monetary accounts subject to revaluation that are held by our international subsidiaries and on the non-functional currency assets, liabilities and intercompany balances that are remeasured into U.S. dollars. A hypothetical 10% adverse movement in all foreign currency exchange rates would result in foreign currency transaction and remeasurement losses of approximately ~~$2.5~~$2.8 million.

These estimates assume adverse shifts in all foreign currency exchange rates against the U.S. dollar, which do not always move in the same direction or in the same degrees. Actual results may differ materially from the hypothetical analysis.

Interest Rates. We invest our surplus cash in a variety of financial instruments, consisting principally of short-term marketable securities with maturities of less than 90 days at the date of purchase. Our investment securities are held for purposes other than trading. Cash balances held by subsidiaries are invested primarily in registered money market funds with local operating banks. Based on an interest rate sensitivity analysis of our cash and equivalents we estimate that a 10% adverse change in interest rates from the ~~2018~~2019 fiscal year-end rates would not have a material adverse effect on our cash flows or financial condition for the next fiscal year.

Our long-term debt is comprised of a loan agreement, secured by real property, which bears interest at the one month LIBOR rate plus 2.25%. In conjunction with the loan agreement, we entered into an interest rate swap. The swap agreement has an initial notional amount and schedule matching that of the underlying loan that synthetically fixes the interest rate on the debt at 4.31%.

Our interest rate swap is accounted for using mark-to-market accounting. Accordingly, changes in the fair value of the swap each reporting period are adjusted through earnings, subjecting us to non-cash volatility in our results of operations. We prepared a sensitivity analysis using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in levels of interest rates across the entire yield curve, with all other variables held constant. Based upon the results of this analysis a 10% adverse change in interest rates from the ~~October~~July 31, ~~2018~~2019 rates would cause less than a $0.1 million reduction in our results of operations. We believe it is prudent to hedge the expected volatility of the variable rate mortgage on our corporate headquarters. The swap fixes the interest rate on our mortgage to 4.31% over the entire term of the mortgage and effectively lowers our interest rate from the previous mortgage rate of 6.5%. Although the agreement allows us to prepay the loan and exit the agreement early, we have no intention of doing so. As a result, we will have non-cash adjustments through earnings each reporting period. However, over the term of the mortgage, the net impact of these mark-to-market adjustments on earnings will be zero.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer have concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in internal control over financial reporting. Effective February 1, 2019, we adopted ASU 2016-02 Leases (Topic 842), and all related amendments, which resulted in the modification of certain processes and internal controls related to leases. These included the development of new policies and training, ongoing contract review requirements, and gathering of information provided for disclosures. There were no other changes in ~~our~~the Company’s internal control over financial reporting that occurred during ~~our~~the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

Inherent limitations of internal controls. QAD’s management does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within QAD have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

PART II

ITEM 1.

LEGAL PROCEEDINGS

The Company is not party to any material legal proceedings. From time to time, QAD is party, either as plaintiff or defendant, to various legal proceedings and claims which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors reported in Item 1A within the Company’s Annual Report on Form 10-K for the year ended January 31, ~~2018.~~2019.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

	Exhibits

	31.1	Certification by the ~~Principal~~Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification by the ~~Principal~~Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1	Certification by the ~~Principal~~Chief Executive Officer and the ~~Principal~~Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101.INS	XBRL Instance Document

	101.SCH	XBRL Taxonomy Extension Schema Document

	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB	XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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.

QAD Inc.

(Registrant)

Date: ~~December 7, 2018~~September 9, 2019	By:	/s/ DANIEL LENDER
		Daniel Lender
		Executive Vice President, Chief Financial Officer
		(~~Principal~~Chief Financial Officer)

	By:	/s/ KARA BELLAMY
		Kara Bellamy
		Senior Vice President, Corporate Controller
		(Chief Accounting Officer)

4338

	Jan. 31, 2018			Topic 606			ASU2016-16 (1)		Feb. 1, 2018
	(in thousands)
Assets
Current assets:
Cash and equivalents	$	147,023		$	-		$	-	$	147,023
Accounts receivable, net		83,518			-			-		83,518
Other current assets, net		15,856			4,013			-		19,869
Total current assets		246,397			4,013			-		250,410
Property and equipment, net		30,408			-			-		30,408
Capitalized software costs, net		990			-			-		990
Goodwill		11,023			-			-		11,023
Deferred tax assets, net		7,944			(1,643	)		9,584		15,885
Other assets, net		3,055			8,421			-		11,476
Total assets	$	299,817		$	10,791		$	9,584	$	320,192

Liabilities and stockholders’ equity
Current portion of long-term debt	$	466		$	-		$	-	$	466
Accounts payable		14,818			-			-		14,818
Deferred revenue		116,693			(1,239	)		-		115,454
Other current liabilities		43,460			-			-		43,460
Total current liabilities		175,437			(1,239	)		-		174,198
Long-term debt		13,313			-			-		13,313
Other liabilities		5,439			(511	)		-		4,928
Stockholders’ equity
Common stock - Class A		16			-			-		16
Common stock - Class B		4			-			-		4
Additional paid-in capital		200,456			-			-		200,456
Treasury stock		(12,461	)		-			-		(12,461	)
Accumulated deficit		(75,559	)		12,541			9,584		(53,434	)
Accumulated other comprehensive loss		(6,828	)		-			-		(6,828	)
Total stockholders’ equity		105,628			12,541			9,584		127,753
Total liabilities and stockholders’ equity	$	299,817		$	10,791		$	9,584	$	320,192

	As reported under Topic 606			Adjustments			Balances under Prior GAAP
	(in thousands)
Assets
Current assets:
Cash and equivalents	$	138,080		$	-		$	138,080
Accounts receivable, net		46,420			-			46,420
Other current assets, net		19,493			(4,087	)		15,406
Total current assets		203,993			(4,087	)		199,906
Property and equipment, net		29,600			-			29,600
Capitalized software costs, net		1,486			-			1,486
Goodwill		12,284			-			12,284
Deferred tax assets, net		11,363			959			12,322
Other assets, net		11,784			(7,438	)		4,346
Total assets	$	270,510		$	(10,566	)	$	259,944

Liabilities and stockholders’ equity
Current portion of long-term debt	$	481		$	-		$	481
Accounts payable		10,660			-			10,660
Deferred revenue		80,537			3,630			84,167
Other current liabilities		35,059			-			35,059
Total current liabilities		126,737			3,630			130,367
Long-term debt		12,957			-			12,957
Other liabilities		4,773			645			5,418
Stockholders’ equity
Common stock - Class A		16			-			16
Common stock - Class B		4			-			4
Additional paid-in capital		194,292			-			194,292
Treasury stock		(7,384	)		-			(7,384	)
Accumulated deficit		(52,047	)		(14,861	)		(66,908	)
Accumulated other comprehensive loss		(8,838	)		20			(8,818	)
Total stockholders’ equity		126,043			(14,841	)		111,202
Total liabilities and stockholders’ equity	$	270,510		$	(10,566	)	$	259,944

	As reported under Topic 606			Adjustments			Balances under Prior GAAP
	(in thousands, except per share amounts)
Revenue
Subscription fees	$	67,813		$	(1,074	)	$	66,739
License fees		16,458			(1,198	)		15,260
Maintenance and other		92,458			163			92,621
Professional services		73,581			(1,077	)		72,504
Total revenue		250,310			(3,186	)		247,124
Cost of revenue:
Subscription fees		25,248			(24	)		25,224
License fees		1,772			-			1,772
Maintenance and other		23,355			-			23,355
Professional services		68,489			-			68,489
Total cost of revenue		118,864			(24	)		118,840
Gross profit		131,446			(3,162	)		128,284
Operating expenses:
Sales and marketing		57,895			(590	)		57,305
Research and development		40,674			(177	)		40,497
General and administrative		26,823			-			26,823
Amortization of intangibles from acquisitions		45			-			45
Total operating expenses		125,437			(767	)		124,670
Operating income		6,009			(2,395	)		3,614
Other (income) expense
Interest income		(1,913	)		-			(1,913	)
Interest expense		488			-			488
Other income		(1,309	)		-			(1,309	)
Total other income, net		(2,734	)		-			(2,734	)
Income before income taxes		8,743			(2,395	)		6,348
Income tax expense		3,251			(75	)		3,176
Net income	$	5,492		$	(2,320	)	$	3,172
Basic income per share
Class A	$	0.29		$	(0.12	)	$	0.17
Class B	$	0.24		$	(0.10	)	$	0.14
Diluted income per share
Class A	$	0.26		$	(0.11	)	$	0.15
Class B	$	0.23		$	(0.10	)	$	0.13

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
	(in thousands)
Money market mutual funds as of October 31, 2018 ^(a)	$	110,893
Money market mutual funds as of January 31, 2018 ^(a)	$	115,416
Asset related to the interest rate swap as of October 31, 2018 ^(b)			$	385
Asset related to the interest rate swap as of January 31, 2018 ^(b)			$	187

	October 31, 2018
	(in thousands)
Amortizable intangible assets
Customer relationships	$	1,258
Less: accumulated amortization		(45	)
Net amortizable intangible assets	$	1,213

	Foreign Currency Translation Adjustments
	(in thousands)
Balance as of January 31, 2018	$	(6,828	)
Other comprehensive loss before reclassifications		(2,010	)
Amounts reclassified from accumulated other comprehensive loss		-
Net current period other comprehensive loss		(2,010	)
Balance as of October 31, 2018	$	(8,838	)

Declaration Date	Record Date	Payable	Dividend Class A		Dividend Class B		(in thousands)
9/11/2018	9/25/2018	10/2/2018	$	0.072	$	0.06	$	1,374
6/11/2018	6/25/2018	7/6/2018	$	0.072	$	0.06	$	1,372
4/10/2018	4/24/2018	5/1/2018	$	0.072	$	0.06	$	1,359