Qad (QADA) 10-Q 8 Sep 16 2017 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jul. 31, 2016	Aug. 31, 2016
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		3,205,865
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,767,632
Entity Registrant Name	QAD INC
Entity Central Index Key	1,036,188
Trading Symbol	qada
Current Fiscal Year End Date	--01-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Type	10-Q
Document Period End Date	Jul. 31, 2016
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Common Class A [Member]
Stockholders’ equity:
Common stock	$ 16	$ 16
Common Class B [Member]
Stockholders’ equity:
Common stock	4	4
Cash and equivalents	134,708	137,731
Accounts receivable, net of allowances of $2,311 and $2,642 at July 31, 2016 and January 31, 2016, respectively	45,468	65,512
Deferred tax assets, net	8,449	8,203
Other current assets	18,369	16,024
Total current assets	206,994	227,470
Property and equipment, net	31,658	32,080
Capitalized software costs, net	1,127	1,553
Goodwill	10,680	10,645
Deferred tax assets, net	12,156	11,919
Other assets, net	2,332	2,679
Total assets	264,947	286,346
Current portion of long-term debt	433	422
Accounts payable	7,315	10,811
Deferred revenue	85,268	97,911
Other current liabilities	27,778	31,535
Total current liabilities	120,794	140,679
Long-term debt	13,975	14,191
Other liabilities	5,052	4,465
Commitments and contingencies
Preferred stock, $0.001 par value. Authorized 5,000,000 shares; none issued or outstanding
Additional paid-in capital	194,943	195,420
Treasury stock, at cost (1,173,138 shares and 1,365,885 shares at July 31, 2016 and January 31, 2016, respectively)	(15,701)	(18,717)
Accumulated deficit	(45,767)	(40,983)
Accumulated other comprehensive loss	(8,369)	(8,729)
Total stockholders’ equity	125,126	127,011
Total liabilities and stockholders’ equity	$ 264,947	$ 286,346

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	71,000,000	71,000,000
Common stock, issued (in shares)	16,605,173	16,603,719
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	4,000,000	4,000,000
Common stock, issued (in shares)	3,537,380	3,537,366
Accounts receivable, net of allowances	$ 2,311	$ 2,642
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Treasury stock (in shares)	1,173,138	1,365,885

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Common Class A [Member]
Other (income) expense:
Net (loss) income	$ 513	$ 1,392	$ (1,829)	$ 1,860
Basic net income (loss) per share
Basic net (loss) income per share (in dollars per share)	$ 0.03	$ 0.09	$ (0.12)	$ 0.12
Diluted net income (loss) per share
Diluted net (loss) income per share (in dollars per share)	$ 0.03	$ 0.09	$ (0.12)	$ 0.12
Net (loss) income	$ 513	$ 1,392	$ (1,829)	$ 1,860
Common Class B [Member]
Other (income) expense:
Net (loss) income	$ 87	$ 239	$ (313)	$ 320
Basic net income (loss) per share
Basic net (loss) income per share (in dollars per share)	$ 0.03	$ 0.08	$ (0.10)	$ 0.10
Diluted net income (loss) per share
Diluted net (loss) income per share (in dollars per share)	$ 0.03	$ 0.07	$ (0.10)	$ 0.10
Net (loss) income	$ 87	$ 239	$ (313)	$ 320
License fees	6,416	8,560	10,363	15,411
Subscription fees	12,317	9,145	23,809	18,564
Maintenance and other	33,266	33,833	66,102	67,216
Professional services	17,779	19,753	34,901	39,365
Total revenue	69,778	71,291	135,175	140,556
License fees	765	972	1,490	1,901
Subscription fees	6,748	5,162	12,945	10,226
Maintenance and other	7,769	7,907	15,532	15,684
Professional services	17,623	18,587	35,048	36,915
Total cost of revenue	32,905	32,628	65,015	64,726
Gross profit	36,873	38,663	70,160	75,830
Sales and marketing	17,400	16,982	34,322	34,127
Research and development	11,149	10,590	22,283	21,247
General and administrative	8,521	8,602	16,526	17,043
Amortization of intangibles from acquisitions	166	166	331	330
Total operating expenses	37,236	36,340	73,462	72,747
Operating (loss) income	(363)	2,323	(3,302)	3,083
Interest income	(159)	(87)	(331)	(144)
Interest expense	161	190	335	373
Other (income) expense, net	(433)	(413)	437	(532)
Total other (income) expense	(431)	(310)	441	(303)
Income (loss) before income taxes	68	2,633	(3,743)	3,386
Income tax (benefit) expense	(532)	1,002	(1,601)	1,206
Net (loss) income	600	1,631	(2,142)	2,180
Net (loss) income	600	1,631	(2,142)	2,180
Other comprehensive income, net of tax:
Foreign currency translation adjustment	(246)	(745)	360	(672)
Total comprehensive income (loss)	$ 354	$ 886	$ (1,782)	$ 1,508

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Cash flows from operating activities:
Net (loss) income	$ (2,142)	$ 2,180
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	3,003	2,887
Provision for doubtful accounts and sales adjustments		432
Stock compensation expense	3,972	3,737
Change in fair value of derivative instrument	212	(351)
Excess tax benefits from share-based payment arrangements	(254)	(1,078)
Changes in assets and liabilities:
Accounts receivable	20,412	31,283
Other assets	(2,859)	748
Accounts payable	(3,518)	(4,474)
Deferred revenue	(13,015)	(19,184)
Other liabilities	(4,045)	(7,023)
Net cash provided by operating activities	1,766	9,157
Cash flows from investing activities:
Purchase of property and equipment	(1,682)	(1,653)
Capitalized software costs	(62)	(39)
Net cash used in investing activities	(1,744)	(1,692)
Cash flows from financing activities:
Repayments of debt	(233)	(204)
Tax payments, net of proceeds, related to stock awards	(1,584)	(2,165)
Payment of contingent liability associated with acquisitions		(750)
Excess tax benefits from share-based payment arrangements	254	1,078
Proceeds from issuance of common stock, net of issuance costs		8,365
Cash dividends paid	(2,642)	(2,609)
Net cash (used in) provided by financing activities	(4,205)	3,715
Effect of exchange rates on cash and equivalents	1,160	(1,621)
Net (decrease) increase in cash and equivalents	(3,023)	9,559
Cash and equivalents at beginning of period	137,731	120,526
Cash and equivalents at end of period	$ 134,708	$ 130,085

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation and Recent Accounting Pronouncements	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Basis of Presentation and Significant Accounting Policies [Text Block]	1. 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 (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 accounting principles generally accepted in the United States of America 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, 2016. The Condensed Consolidated Financial Statements include the results of the Company and its wholly owned subsidiaries. The results of operations for the three and six months ended July 31, 2016 are not necessarily indicative of the results to be expected for the year ending January 31, 2017. Recent Accounting Pronouncements In May 2014, the FASB issued accounting standard update, or ASU, 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, In April 2015, the FASB issued ASU 2015-03 - I nterest - Imputation of Interest (Subtopic 2015-03): Simplifying the Presentation of Debt Issuance Costs In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting

Note 2 - Computation of Net (Lo

Note 2 - Computation of Net (Loss) Income Per Share	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Earnings Per Share [Text Block]	2. COMPUTATION OF NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended July 31, July 31, 2016 2015 2016 2015 (in thousands, except per share data) (in thousands, except per share data) Net income (loss) $ 600 $ 1,631 $ (2,142 ) $ 2,180 Less: Dividends declared (1,326 ) (1,310 ) (2,642 ) (2,609 ) Undistributed net (loss) income $ (726 ) $ 321 $ (4,784 ) $ (429 ) Net income (loss) per share – Class A Common Stock Dividends declared $ 1,134 $ 1,118 $ 2,257 $ 2,225 Allocation of undistributed net (loss) income (621 ) 274 (4,086 ) (365 ) Net income (loss) attributable to Class A common stock $ 513 $ 1,392 $ (1,829 ) $ 1,860 Weighted average shares of Class A common stock outstanding— basic 15,694 15,467 15,644 15,367 Weighted average potential shares of Class A common stock 586 794 — 793 Weighted average shares of Class A common stock and potential common shares outstanding— diluted 16,280 16,261 15,644 16,160 Basic net income (loss) per Class A common share $ 0.03 $ 0.09 $ (0.12 ) $ 0.12 Diluted net income (loss) per Class A common share $ 0.03 $ 0.09 $ (0.12 ) $ 0.12 Net income (loss) per share – Class B Common Stock Dividends declared $ 192 $ 192 $ 385 $ 384 Allocation of undistributed net (loss) income (105 ) 47 (698 ) (64 ) Net income (loss) attributable to Class B common stock $ 87 $ 239 $ (313 ) $ 320 Weighted average shares of Class B common stock outstanding— basic 3,205 3,201 3,204 3,198 Weighted average potential shares of Class B common stock 70 83 — 84 Weighted average shares of Class B common stock and potential common shares outstanding— diluted 3,275 3,284 3,204 3,282 Basic net income (loss) per Class B common share $ 0.03 $ 0.08 $ (0.10 ) $ 0.10 Diluted net income (loss) per Class B common share $ 0.03 $ 0.07 $ (0.10 ) $ 0.10 Potential common shares consist of the shares issuable upon the release of restricted stock units (“RSUs”) and the exercise of stock options and stock appreciation rights (“SARs”). The Company’s unvested RSUs 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 Six Months Ended July 31 , July 31 , 2016 2015 2016 2015 (in thousands) (in thousands) Class A 1,027 504 745 478 Class B 151 95 136 78

Note 3 - Fair Value Measurement

Note 3 - Fair Value Measurements	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Fair Value, Measurement Inputs, Disclosure [Text Block]	3. 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. The following table sets forth the financial assets and liabilities, measured at fair value, as of July 31, 2016 and January 31, 2016: 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, 2016 (a) $ 111,994 Money market mutual funds as of January 31, 2016 (a) $ 113,984 Liability related to the interest rate swap as of July 31, 2016 (b) $ (887 ) Liability related to the interest rate swap as of January 31, 2016 (b) $ (675 ) ___________________________ (a) Money market mutual funds are recorded at fair value based upon quoted market prices. (b) The 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. 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 $23 million and $24 million as of July 31, 2016 and January 31, 2016, respectively. The Company’s line of credit and notes payable both bear a variable market interest rate commensurate with the Company’s credit standing. Therefore, the carrying amounts outstanding under the line of credit and note payable reasonably approximate fair value based on Level 2 inputs. There have been no transfers between fair value measurements levels during the six months ended July 31, 2016. 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 6 “Debt” within these Notes to Condensed Consolidated Financial Statements. The fair value of the interest rate swap is reflected as a liability in the Condensed Consolidated Balance Sheets and the change in fair value is reported in “Other (income) expense” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 July 31, 2016 and January 31, 2016 were as follows (in thousands): (Liability) Derivative Fair Value Balance Sheet Location July 31 , 201 6 January 31, 201 6 Derivative instrument: Interest rate swap Other liabilities $ (887 ) $ (675 ) Total $ (887 ) $ (675 ) The change in fair value of the interest rate swap recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the six months ended July 31, 2016 and 2015 was $(212,000) and $351,000 respectively.

Note 4 - Capitalized Software C

Note 4 - Capitalized Software Costs	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Capitalized Software Costs [Text Block]	4. CAPITALIZED SOFTWARE COSTS Capitalized software costs and accumulated amortization at July 31, 2016 and January 31, 2016 were as follows: July 31 , 201 6 January 31, 201 6 (in thousands) Capitalized software costs: Acquired software technology $ 3,458 $ 3,458 Capitalized software development costs 809 1,029 Total capitalized software costs 4,267 4,487 Less accumulated amortization (3,140 ) (2,934 ) Capitalized software costs, net $ 1,127 $ 1,553 Acquired software technology costs relate to technology purchased as a result of the Company’s fiscal 2013 acquisitions of DynaSys and CEBOS. In addition to the acquired software technology, the Company has capitalized costs related to translations and localizations of QAD Enterprise Applications. It is the Company’s policy to write off capitalized software development costs once fully amortized. Accordingly, during the first six months of fiscal 2017, approximately $0.3 million of costs and accumulated amortization were removed from the balance sheet. Amortization of capitalized software costs was $0.5 million for each of the six months ended July 31, 2016 and 2015. Amortization of capitalized software costs is included in “Cost of license fees” in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The following table summarizes the estimated amortization expense relating to the Company’s capitalized software costs as of July 31, 2016: Fiscal Years (in thousands) 2017 remaining $ 492 2018 576 2019 52 2020 7 Total $ 1,127

Note 5 - Goodwill and Intangibl

Note 5 - Goodwill and Intangible Assets	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Goodwill and Intangible Assets Disclosure [Text Block]	5. GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the six months ended July 31, 2016 were as follows: Gross Carrying Amount Accumulated Impairment Goodwill, Net (in thousands) Balance at January 31, 2016 $ 26,253 $ (15,608 ) $ 10,645 Impact of foreign currency translation 35 — 35 Balance at July 31, 2016 $ 26,288 $ (15,608 ) $ 10,680 The Company performed its annual goodwill impairment review during the fourth quarter of fiscal 2016. The analysis compared the Company’s market capitalization to its net assets as of the test date, November 30, 2015. As the market capitalization significantly exceeded the Company’s net assets, there was no indication of goodwill impairment for fiscal 2016. The Company monitors the indicators for goodwill impairment testing between annual tests. No adverse events occurred during the six months ended July 31, 2016, that would cause the Company to test goodwill for impairment. Intangible Assets July 31 , 201 6 January 31, 201 6 (in thousands) Amortizable intangible assets Customer relationships (1) $ 2,765 $ 2,749 Trade name 515 515 Total amortizable intangible assets 3,280 3,264 Less: accumulated amortization (2,532 ) (2,191 ) Net amortizable intangible assets $ 748 $ 1,073 ______________________ (1) Customer relationships include the impact of foreign currency translation. The Company’s intangible assets are related to the DynaSys and CEBOS acquisitions completed in fiscal 2013. Intangible assets are included in “Other assets, net” in the accompanying Condensed Consolidated Balance Sheets. As of July 31, 2016, all of the Company’s intangible assets were determined to have finite useful lives, and therefore were subject to amortization. Amortization of intangible assets was $0.3 million for each of the six months ended July 31, 2016 and 2015. The following table summarizes the estimated amortization expense relating to the Company’s intangible assets as of July 31, 2016: Fiscal Years (in thousands) 2017 remaining $ 330 2018 418 Total $ 748

Note 6 - Debt

Note 6 - Debt	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Debt Disclosure [Text Block]	6. DEBT July 3 1 , 201 6 January 31, 201 6 (in thousands) Note payable $ 14,470 $ 14,680 Less current maturities (433 ) (422 ) Less loan origination costs, net (62 ) (67 ) Long-term debt $ 13,975 $ 14,191 Note Payable Effective May 30, 2012, QAD Ortega Hill, LLC 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 0.48% at July 31, 2016. 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 July 31, 2016 was $14.5 million. Credit Facility The Company has an unsecured credit agreement with Rabobank, N.A. (the “Facility”). The Facility provides a commitment through July 15, 2017 for a $20 million line of credit for working capital or other business needs. The Company pays a commitment fee of 0.25% per annum of the daily average of the unused portion of the $20 million Facility. Borrowings under the Facility bore interest at a rate equal to one month LIBOR plus 0.75%. At July 31, 2016, the effective borrowing rate would have been 1.23%. The Facility provides that the Company maintain certain financial and operating ratios which include, among other provisions, minimum liquidity on a consolidated basis of $25 million in cash and equivalents at all times, a current ratio (calculated using current liabilities excluding deferred revenue) of not less than 1.3 to 1.0 determined at the end of each fiscal quarter, a leverage ratio of not more than 1.5 to 1.0 determined at the end of each fiscal quarter, and a debt service coverage ratio of not less than 1.5 to 1.0 determined at the end of each fiscal year. The Facility also contains customary covenants that could restrict the Company’s ability to incur additional indebtedness. As of July 31, 2016, there were no borrowings under the Facility and the Company was in compliance with all financial covenants.

Note 7 - Accumulated Other Comp

Note 7 - Accumulated Other Comprehensive Loss	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Accumulated Other Comprehensive Income (Loss) [Text Block]	7. 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, 2016 $ (8,729 ) Other comprehensive income 360 Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive income 360 Balance as of July 31, 2016 $ (8,369 ) During the first six months of fiscal 2017 there were no reclassifications from accumulated other comprehensive loss.

Note 8 - Income Taxes

Note 8 - Income Taxes	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Income Tax Disclosure [Text Block]	8. INCOME TAXES The Company’s income tax provision for each of the second quarters of fiscal 2017 and fiscal 2016 reflects estimates of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period they occur. The Company recorded income tax (benefit) expense of $(1.6) million and $1.2 million for the first six months of fiscal 2017 and 2016, respectively. Our effective tax rate increased to 43% from 36% for the same period in the prior year. The increase in our annual effective tax rate is primarily due to the impact of fixed withholding tax expense on a substantially lower forecasted book income in fiscal 2017. The Company recorded income tax (benefit) expense of $(0.5) million and $1.0 million in the second quarter of fiscal 2017 and fiscal 2016, respectively. Our effective tax rate decreased to (782)% during the second quarter of fiscal 2017 compared to 38% for the same period in the prior year. The difference in rates is primarily due to the near breakeven results in the second quarter of fiscal 2017. The gross amount of unrecognized tax benefits was $1.5 million at July 31, 2016, including interest and penalties. As a result of adoption of ASU 2013-11, the Company reduced its unrecognized tax benefits by $1.0 million with an accompanying reduction of deferred tax assets by $1.0 million. 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. In the next twelve months, due to potential settlements with domestic tax authorities related to tax credits and lapse in statute of limitations, an estimated $0.1 million of gross unrecognized tax benefits may be recognized. 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 July 31, 2016, the Company has accrued approximately $0.2 million of interest and penalty expense relating to unrecognized tax benefits. 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, 1998, 1999, 2009, 2010, 2013 and 2014 ● Japan for fiscal years ended January 31, 2013, 2014, 2015, 2016 through July 31, 2016 ● France for fiscal year ended January 31, 2013 ● Iowa for fiscal year ended January 31, 2014 During fiscal year 2017, QAD has settled the following audits: ● Italy for the fiscal years ended January 31, 2011 and 2012 ● Wisconsin for the fiscal years ended January 31, 2012, 2013 and 2014 ● Thailand for fiscal year ended January 31, 2014

Note 9 - Stockholders' Equity

Note 9 - Stockholders' Equity	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	9. STOCKHOLDERS’ EQUITY Issuance of Common Stock On January 22, 2015, the Company closed an offering of 2,000,000 shares of Class A common stock. The net proceeds to the Company from the sale of the stock were $37.0 million after deducting underwriting discounts and commissions and offering expenses. On February 18, 2015 the offering underwriters exercised in full an option to purchase additional shares. As a result, 450,000 shares of Class A common stock were issued generating approximately $8.4 million in additional net proceeds. Dividends The following table sets forth the dividends that were declared by the Company during the first six months of fiscal 2017: Declaration Date Record Date Payable Dividend Class A Dividend Class B Amount 6/14/2016 6/28/2016 7/7/2016 $ 0.072 $ 0.06 $ 1,326,000 4/12/2016 4/26/2016 5/3/2016 $ 0.072 $ 0.06 $ 1,316,000

Note 10 - Stock-based Compensat

Note 10 - Stock-based Compensation	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	10. STOCK-BASED COMPENSATION The Company’s equity awards consist of SARs and RSUs. For a description of the Company’s stock-based compensation plans, see Note 5 “Stock-Based Compensation” in Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended January 31, 2016. Stock-Based Compensation The following table sets forth reported stock-based compensation expense for the three and six months ended July 31, 2016: Three Months Ended July 31, Six Months Ended July 31, 201 6 201 5 201 6 201 5 (in thousands) (in thousands) Cost of subscription $ 35 $ 22 $ 54 $ 34 Cost of maintenance and other revenue 99 87 160 133 Cost of professional services 278 234 433 353 Sales and marketing 427 429 688 690 Research and development 330 290 557 438 General and administrative 1,249 1,369 2,080 2,089 Total stock-based compensation expense $ 2,418 $ 2,431 $ 3,972 $ 3,737 SAR Information The weighted average assumptions used to value SARs granted in the six months ended July 31, 2016 and 2015 are shown in the following table: Six Months Ended July 31 , 201 6 201 5 Expected life in years (1) 5.25 5.00 Risk free interest rate (2) 1.16 % 1.64 % Volatility (3) 36 % 41 % Dividend rate (4) 1.51 % 1.10 % ____________________________ (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 six months ending on July 31, 2016. The following table summarizes the activity for outstanding SARs for the six months ended July 31, 2016: SARs (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 31, 2016 2,596 $ 14.74 Granted 380 18.64 Exercised (60 ) 10.60 Expired (17 ) 12.58 Forfeited (6 ) 12.16 Outstanding at July 31, 2016 2,893 $ 15.36 4.8 $ 13,510 Vested and expected to vest at July 31, 2016 (1) 2,891 $ 15.36 4.8 $ 13,495 Vested and exercisable at July 31, 2016 1,896 $ 12.83 3.8 $ 12,427 ____________________________ (1) The expected-to-vest SARs are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding SARs. 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 July 31, 2016, and the exercise price for in-the-money SARs) that would have been received by the holders if all SARs had been exercised on July 31, 2016. The total intrinsic value of SARs exercised in the six months ended July 31, 2016 was $0.5 million. The number of SARs exercised includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements. During the three months ended July 31, 2016, the Company withheld 5,400 shares for payment of these taxes at a value of $101,000. During the six months ended July 31, 2016, the Company withheld 8,800 shares for payment of these taxes at a value of $170,000. At July 31, 2016, there was approximately $6.3 million of total unrecognized compensation cost related to unvested SARs. This cost is expected to be recognized over a weighted-average period of approximately 2.8 years. 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 six months ended July 31, 2016: RSUs Weighted Average Grant Date Fair Value (in thousands) Restricted stock at January 31, 2016 617 $ 20.91 Granted 299 18.45 Released (1) (250 ) 18.98 Forfeited (18 ) 21.09 Restricted stock at July 31, 2016 648 $ 20.51 _________________________ (1) The number of RSUs released includes shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. The Company withholds, at the employee’s election, a portion of the released shares as consideration for the Company’s payment of applicable employee income taxes. During the three months ended July 31, 2016, the Company withheld 56,700 shares for payment of these taxes at a value of $1.1 million. During the six months ended July 31, 2016, the Company withheld 72,500 shares for payment of these taxes at a value of $1.4 million. Total unrecognized compensation cost related to RSUs was approximately $11.4 million as of July 31, 2016. This cost is expected to be recognized over a weighted-average period of approximately 3.0 years.

Note 11 - Deferred Revenues

Note 11 - Deferred Revenues	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Deferred Revenue Disclosure [Text Block]	11. DEFERRED REVENUES Deferred revenues consisted of the following: July 3 1 , 201 6 January 31, 201 6 (in thousands) Deferred maintenance revenue $ 64,972 $ 79,533 Deferred subscription revenue 17,178 14,194 Deferred services revenue 1,827 2,332 Deferred license revenue 1,218 1,549 Deferred other revenue 73 303 Deferred revenues, current 85,268 97,911 Deferred revenues, non-current (in Other liabilities) 1,994 1,690 Total deferred revenues $ 87,262 $ 99,601 Deferred maintenance and subscription revenues represent customer payments made in advance for support and subscription contracts. Support and subscription are billed in advance with corresponding revenues being recognized ratably over the support and subscription periods. Support is typically billed annually while subscription is typically billed quarterly. Deferred services revenues represent both prepayments for our professional services where revenues for these services are generally recognized as the Company completes the performance obligations for the prepaid services; and services already provided but deferred due to software revenue recognition rules. Deferred license revenues result from undelivered products or specified enhancements, customer specific acceptance provisions and software license transactions that cannot be segmented from undelivered consulting or other services.

Note 12 - Commitments and Conti

Note 12 - Commitments and Contingencies	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	12. 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.

Note 13 - Business Segment Info

Note 13 - Business Segment Information	6 Months Ended
	Jul. 31, 2016
Notes to Financial Statements
Segment Reporting Disclosure [Text Block]	13. 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. The Latin America region includes South America, Central America and Mexico. The Company’s Chief Operating Decision Maker, the Chief Executive Officer, reviews the consolidated results within one operating segment. License and subscription revenues are assigned to the geographic regions based on the proportion of users in each region. Maintenance revenue is allocated to the region where the end user customer is located. Services revenue is assigned based on the region where the services are performed. Three Months Ended July 31, Six Months Ended July 31, 201 6 201 5 201 6 201 5 (in thousands) (in thousands) Revenue: North America (1) $ 32,815 $ 33,529 $ 62,334 $ 63,751 EMEA 19,835 21,552 39,627 43,354 Asia Pacific 12,137 11,597 23,817 23,322 Latin America 4,991 4,613 9,397 10,129 $ 69,778 $ 71,291 $ 135,175 $ 140,556 ____________________________ (1) Sales into Canada accounted for 2% of North America total revenue in each of the three and six months ended July 31, 2016 and 2015.

Significant Accounting Policies

Significant Accounting Policies (Policies)	6 Months Ended
	Jul. 31, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	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 (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 accounting principles generally accepted in the United States of America 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, 2016. The Condensed Consolidated Financial Statements include the results of the Company and its wholly owned subsidiaries. The results of operations for the three and six months ended July 31, 2016 are not necessarily indicative of the results to be expected for the year ending January 31, 2017.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements In May 2014, the FASB issued accounting standard update, or ASU, 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, In April 2015, the FASB issued ASU 2015-03 - I nterest - Imputation of Interest (Subtopic 2015-03): Simplifying the Presentation of Debt Issuance Costs In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting

Note 2 - Computation of Net (20

Note 2 - Computation of Net (Loss) Income Per Share (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three Months Ended Six Months Ended July 31, July 31, 2016 2015 2016 2015 (in thousands, except per share data) (in thousands, except per share data) Net income (loss) $ 600 $ 1,631 $ (2,142 ) $ 2,180 Less: Dividends declared (1,326 ) (1,310 ) (2,642 ) (2,609 ) Undistributed net (loss) income $ (726 ) $ 321 $ (4,784 ) $ (429 ) Net income (loss) per share – Class A Common Stock Dividends declared $ 1,134 $ 1,118 $ 2,257 $ 2,225 Allocation of undistributed net (loss) income (621 ) 274 (4,086 ) (365 ) Net income (loss) attributable to Class A common stock $ 513 $ 1,392 $ (1,829 ) $ 1,860 Weighted average shares of Class A common stock outstanding— basic 15,694 15,467 15,644 15,367 Weighted average potential shares of Class A common stock 586 794 — 793 Weighted average shares of Class A common stock and potential common shares outstanding— diluted 16,280 16,261 15,644 16,160 Basic net income (loss) per Class A common share $ 0.03 $ 0.09 $ (0.12 ) $ 0.12 Diluted net income (loss) per Class A common share $ 0.03 $ 0.09 $ (0.12 ) $ 0.12 Net income (loss) per share – Class B Common Stock Dividends declared $ 192 $ 192 $ 385 $ 384 Allocation of undistributed net (loss) income (105 ) 47 (698 ) (64 ) Net income (loss) attributable to Class B common stock $ 87 $ 239 $ (313 ) $ 320 Weighted average shares of Class B common stock outstanding— basic 3,205 3,201 3,204 3,198 Weighted average potential shares of Class B common stock 70 83 — 84 Weighted average shares of Class B common stock and potential common shares outstanding— diluted 3,275 3,284 3,204 3,282 Basic net income (loss) per Class B common share $ 0.03 $ 0.08 $ (0.10 ) $ 0.10 Diluted net income (loss) per Class B common share $ 0.03 $ 0.07 $ (0.10 ) $ 0.10
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	Three Months Ended Six Months Ended July 31 , July 31 , 2016 2015 2016 2015 (in thousands) (in thousands) Class A 1,027 504 745 478 Class B 151 95 136 78

Note 3 - Fair Value Measureme21

Note 3 - Fair Value Measurements (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]	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, 2016 (a) $ 111,994 Money market mutual funds as of January 31, 2016 (a) $ 113,984 Liability related to the interest rate swap as of July 31, 2016 (b) $ (887 ) Liability related to the interest rate swap as of January 31, 2016 (b) $ (675 )
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]	(Liability) Derivative Fair Value Balance Sheet Location July 31 , 201 6 January 31, 201 6 Derivative instrument: Interest rate swap Other liabilities $ (887 ) $ (675 ) Total $ (887 ) $ (675 )

Note 4 - Capitalized Software22

Note 4 - Capitalized Software Costs (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Capitalized Software Costs [Table Text Block]	July 31 , 201 6 January 31, 201 6 (in thousands) Capitalized software costs: Acquired software technology $ 3,458 $ 3,458 Capitalized software development costs 809 1,029 Total capitalized software costs 4,267 4,487 Less accumulated amortization (3,140 ) (2,934 ) Capitalized software costs, net $ 1,127 $ 1,553
Schedule of Capitalized Software Costs Amortization Expense [Table Text Block]	Fiscal Years (in thousands) 2017 remaining $ 492 2018 576 2019 52 2020 7 Total $ 1,127

Note 5 - Goodwill and Intangi23

Note 5 - Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Goodwill [Table Text Block]	Gross Carrying Amount Accumulated Impairment Goodwill, Net (in thousands) Balance at January 31, 2016 $ 26,253 $ (15,608 ) $ 10,645 Impact of foreign currency translation 35 — 35 Balance at July 31, 2016 $ 26,288 $ (15,608 ) $ 10,680
Schedule of Finite-Lived Intangible Assets [Table Text Block]	July 31 , 201 6 January 31, 201 6 (in thousands) Amortizable intangible assets Customer relationships (1) $ 2,765 $ 2,749 Trade name 515 515 Total amortizable intangible assets 3,280 3,264 Less: accumulated amortization (2,532 ) (2,191 ) Net amortizable intangible assets $ 748 $ 1,073
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]	Fiscal Years (in thousands) 2017 remaining $ 330 2018 418 Total $ 748

Note 6 - Debt (Tables)

Note 6 - Debt (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Debt [Table Text Block]	July 3 1 , 201 6 January 31, 201 6 (in thousands) Note payable $ 14,470 $ 14,680 Less current maturities (433 ) (422 ) Less loan origination costs, net (62 ) (67 ) Long-term debt $ 13,975 $ 14,191

Note 7 - Accumulated Other Co25

Note 7 - Accumulated Other Comprehensive Loss (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]	Foreign Currency Translation Adjustments (in thousands) Balance as of January 31, 2016 $ (8,729 ) Other comprehensive income 360 Amounts reclassified from accumulated other comprehensive loss — Net current period other comprehensive income 360 Balance as of July 31, 2016 $ (8,369 )

Note 9 - Stockholders' Equity (

Note 9 - Stockholders' Equity (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Dividends Declared [Table Text Block]	Declaration Date Record Date Payable Dividend Class A Dividend Class B Amount 6/14/2016 6/28/2016 7/7/2016 $ 0.072 $ 0.06 $ 1,326,000 4/12/2016 4/26/2016 5/3/2016 $ 0.072 $ 0.06 $ 1,316,000

Note 10 - Stock-based Compens27

Note 10 - Stock-based Compensation (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]	Three Months Ended July 31, Six Months Ended July 31, 201 6 201 5 201 6 201 5 (in thousands) (in thousands) Cost of subscription $ 35 $ 22 $ 54 $ 34 Cost of maintenance and other revenue 99 87 160 133 Cost of professional services 278 234 433 353 Sales and marketing 427 429 688 690 Research and development 330 290 557 438 General and administrative 1,249 1,369 2,080 2,089 Total stock-based compensation expense $ 2,418 $ 2,431 $ 3,972 $ 3,737
Schedule of Share-based Compensation, Stock Appreciation Rights, Valuation Assumption [Table Text block]	Six Months Ended July 31 , 201 6 201 5 Expected life in years (1) 5.25 5.00 Risk free interest rate (2) 1.16 % 1.64 % Volatility (3) 36 % 41 % Dividend rate (4) 1.51 % 1.10 %
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block]	SARs (in thousands) Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 31, 2016 2,596 $ 14.74 Granted 380 18.64 Exercised (60 ) 10.60 Expired (17 ) 12.58 Forfeited (6 ) 12.16 Outstanding at July 31, 2016 2,893 $ 15.36 4.8 $ 13,510 Vested and expected to vest at July 31, 2016 (1) 2,891 $ 15.36 4.8 $ 13,495 Vested and exercisable at July 31, 2016 1,896 $ 12.83 3.8 $ 12,427
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]	RSUs Weighted Average Grant Date Fair Value (in thousands) Restricted stock at January 31, 2016 617 $ 20.91 Granted 299 18.45 Released (1) (250 ) 18.98 Forfeited (18 ) 21.09 Restricted stock at July 31, 2016 648 $ 20.51

Note 11 - Deferred Revenues (Ta

Note 11 - Deferred Revenues (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Deferred Revenue, by Arrangement, Disclosure [Table Text Block]	July 3 1 , 201 6 January 31, 201 6 (in thousands) Deferred maintenance revenue $ 64,972 $ 79,533 Deferred subscription revenue 17,178 14,194 Deferred services revenue 1,827 2,332 Deferred license revenue 1,218 1,549 Deferred other revenue 73 303 Deferred revenues, current 85,268 97,911 Deferred revenues, non-current (in Other liabilities) 1,994 1,690 Total deferred revenues $ 87,262 $ 99,601

Note 13 - Business Segment In29

Note 13 - Business Segment Information (Tables)	6 Months Ended
	Jul. 31, 2016
Notes Tables
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]	Three Months Ended July 31, Six Months Ended July 31, 201 6 201 5 201 6 201 5 (in thousands) (in thousands) Revenue: North America (1) $ 32,815 $ 33,529 $ 62,334 $ 63,751 EMEA 19,835 21,552 39,627 43,354 Asia Pacific 12,137 11,597 23,817 23,322 Latin America 4,991 4,613 9,397 10,129 $ 69,778 $ 71,291 $ 135,175 $ 140,556

Note 2 - Computation of Basic a

Note 2 - Computation of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Common Class A [Member]
Net (loss) income	$ 513	$ 1,392	$ (1,829)	$ 1,860
Less: Dividends declared	(1,134)	(1,118)	(2,257)	(2,225)
Undistributed net (loss) income	(621)	274	(4,086)	(365)
Net (loss) income per share – Common Stock
Dividends declared	1,134	1,118	2,257	2,225
Allocation of undistributed net (loss) income	(621)	274	(4,086)	(365)
Net (loss) income	$ 513	$ 1,392	$ (1,829)	$ 1,860
Weighted average shares of common stock outstanding—basic (in shares)	15,694	15,467	15,644	15,367
Weighted average potential shares of common stock (in shares)	586	794		793
Weighted average shares of common stock and potential common shares outstanding—diluted (in shares)	16,280	16,261	15,644	16,160
Basic net (loss) income per share (in dollars per share)	$ 0.03	$ 0.09	$ (0.12)	$ 0.12
Diluted net (loss) income per share (in dollars per share)	$ 0.03	$ 0.09	$ (0.12)	$ 0.12
Common Class B [Member]
Net (loss) income	$ 87	$ 239	$ (313)	$ 320
Less: Dividends declared	(192)	(192)	(385)	(384)
Undistributed net (loss) income	(105)	47	(698)	(64)
Net (loss) income per share – Common Stock
Dividends declared	192	192	385	384
Allocation of undistributed net (loss) income	(105)	47	(698)	(64)
Net (loss) income	$ 87	$ 239	$ (313)	$ 320
Weighted average shares of common stock outstanding—basic (in shares)	3,205	3,201	3,204	3,198
Weighted average potential shares of common stock (in shares)	70	83		84
Weighted average shares of common stock and potential common shares outstanding—diluted (in shares)	3,275	3,284	3,204	3,282
Basic net (loss) income per share (in dollars per share)	$ 0.03	$ 0.08	$ (0.10)	$ 0.10
Diluted net (loss) income per share (in dollars per share)	$ 0.03	$ 0.07	$ (0.10)	$ 0.10
Net (loss) income	$ 600	$ 1,631	$ (2,142)	$ 2,180
Less: Dividends declared	(1,326)	(1,310)	(2,642)	(2,609)
Undistributed net (loss) income	(726)	321	(4,784)	(429)
Dividends declared	1,326	1,310	2,642	2,609
Allocation of undistributed net (loss) income	(726)	321	(4,784)	(429)
Net (loss) income	$ 600	$ 1,631	$ (2,142)	$ 2,180

Note 2 - Anti-dilutive Shares (

Note 2 - Anti-dilutive Shares (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Common Class A [Member]
Antidilutive securities excluded from computation of net income per share (in shares)	1,027	504	745	478
Common Class B [Member]
Antidilutive securities excluded from computation of net income per share (in shares)	151	95	136	78

Note 3 - Fair Value Measureme32

Note 3 - Fair Value Measurements (Details Textual) - USD ($)	6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jan. 31, 2016	Jan. 31, 2015
Reported Value Measurement [Member]
Cash and Cash Equivalents, at Carrying Value	$ 23,000,000		$ 24,000,000
Interest Rate Swap [Member]
Derivative, Gain (Loss) on Derivative, Net	(212,000)	$ 351,000
Cash and Cash Equivalents, at Carrying Value	$ 134,708,000	$ 130,085,000	$ 137,731,000	$ 120,526,000

Note 3 - Financial Assets and L

Note 3 - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands		Jul. 31, 2016	Jan. 31, 2016
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Money market mutual funds	[1]	$ 111,994	$ 113,984
Liability related to the interest rate swap
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Money market mutual funds	[1]
Liability related to the interest rate swap	[2]	(887)	(675)
Liability related to the interest rate swap		$ 887	$ 675
[1]	Money market mutual funds are recorded at fair value based upon quoted market prices.
[2]	The 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.

Note 3 - Fair Values of the Der

Note 3 - Fair Values of the Derivative Instrument (Details) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Interest Rate Swap [Member] | Other Liabilities [Member]
Derivative instrument:
Fair value of derivative instrument	$ (887)	$ (675)
Fair value of derivative instrument	$ (887)	$ (675)

Note 4 - Capitalized Software35

Note 4 - Capitalized Software Costs (Details Textual) - USD ($) $ in Millions	6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Capitalized Computer Software Write-Downs	$ 0.3
Capitalized Computer Software, Amortization	$ 0.5	$ 0.5

Note 4 - Capitalized Software36

Note 4 - Capitalized Software Costs and Accumulated Amortization (Details) - USD ($) $ in Thousands		Jul. 31, 2016	Jan. 31, 2016
Capitalized software costs:
Acquired software technology		$ 3,458	$ 3,458
Capitalized software development costs	[1]	809	1,029
Total capitalized software costs		4,267	4,487
Less accumulated amortization		(3,140)	(2,934)
Capitalized software costs, net		$ 1,127	$ 1,553
[1]	Capitalized software development costs include the impact of foreign currency translation.

Note 4 - Estimated Amortization

Note 4 - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Computer Software, Intangible Asset [Member]
2017 remaining	$ 492
2,018	576
2,019	52
2,020	7
Total	1,127
2017 remaining	330
2,018	418
Total	$ 748	$ 1,073

Note 5 - Goodwill and Intangi38

Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Amortization of Intangible Assets	$ 166	$ 166	$ 331	$ 330

Note 5 - Goodwill (Details)

Note 5 - Goodwill (Details) $ in Thousands	6 Months Ended
	Jul. 31, 2016USD ($)
Beginning balance, gross	$ 26,253
Beginning balance, accumulated impairment	15,608
Beginning balance, net	10,645
Impact of foreign currency translation, gross	35
Impact of foreign currency translation, accumulated impairment
Impact of foreign currency translation, net	35
Ending balance, gross	26,288
Ending balance, accumulated impairment	15,608
Ending balance, net	$ 10,680

Note 5 - Intangible Assets (Det

Note 5 - Intangible Assets (Details) - USD ($) $ in Thousands		Jul. 31, 2016	Jan. 31, 2016
Customer Relationships [Member]
Amortizable intangible assets
Amortizable intangible assets, gross	[1]	$ 2,765	$ 2,749
Trade Names [Member]
Amortizable intangible assets
Amortizable intangible assets, gross		515	515
Amortizable intangible assets, gross		3,280	3,264
Less: accumulated amortization		(2,532)	(2,191)
Total		$ 748	$ 1,073
[1]	Customer relationships include the impact of foreign currency translation.

Note 5 - Estimated Amortization

Note 5 - Estimated Amortization Expense Relating to Intangible Assets (Details) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Fiscal Years
2017 remaining	$ 330
2,018	418
Total	$ 748	$ 1,073

Note 6 - Debt (Details Textual)

Note 6 - Debt (Details Textual) - Rabobank N.A [Member]	May 30, 2012USD ($)	Jul. 31, 2016USD ($)	Jul. 31, 2016USD ($)
Unsecured Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate			0.75%
Unsecured Credit Agreement [Member]
Long-term Line of Credit		$ 0	$ 0
Line of Credit Facility, Maximum Borrowing Capacity		$ 20,000,000	$ 20,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.25%
Debt Instrument, Interest Rate, Effective Percentage		1.23%	1.23%
Liquidity on Consolidated Basis Minimum		$ 25,000,000	$ 25,000,000
Current Ratio Minimum		1.3	1.3
Leverage Ratio Maximum		1.5	1.5
Debt Service Coverage Ratio, Minimum		1.5	1.5
2012 Mortgage [Member] | Quad Ortega Hill LLC [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	2.25%
Debt Instrument One Month London Interbank Offered Rate		0.48%
2012 Mortgage [Member] | Quad Ortega Hill LLC [Member] | Swap [Member]
Derivative Liability, Notional Amount	$ 16,100,000
Derivative, Fixed Interest Rate	4.31%
2012 Mortgage [Member] | Quad Ortega Hill LLC [Member]
Debt Instrument, Face Amount	$ 16,100,000	$ 14,500,000	$ 14,500,000
Debt Instrument, Periodic Payment	88,100
Final Principal Payment	$ 11,700,000

Note 6 - Summary of Debt (Detai

Note 6 - Summary of Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Note payable	$ 14,470	$ 14,680
Less current maturities	(433)	(422)
Less loan origination costs, net	(62)	(67)
Long-term debt	$ 13,975	$ 14,191

Note 7 - Accumulated Other Co44

Note 7 - Accumulated Other Comprehensive Loss (Details Textual)	6 Months Ended
	Jul. 31, 2016USD ($)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	$ 0

Note 7 - Components of Accumula

Note 7 - Components of Accumulated Other Comprehensive Loss (Details)	6 Months Ended
	Jul. 31, 2016USD ($)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	$ (8,729,000)
Other comprehensive income	360,000
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive income	360,000
Balance	(8,369,000)
Balance	(8,729,000)
Amounts reclassified from accumulated other comprehensive loss	0
Balance	$ (8,369,000)

Note 8 - Income Taxes (Details

Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Income Tax Expense (Benefit)	$ (532)	$ 1,002	$ (1,601)	$ 1,206
Effective Income Tax Rate Reconciliation, Percent	(782.00%)	38.00%	43.00%	36.00%
Unrecognized Tax Benefits	$ 1,500		$ 1,500
Unrecognized Tax Benefits, Period Increase (Decrease)			(1,000)
Increase (Decrease) in Deferred Tax Asset			(1,000)
Unrecognized Tax Benefits Recognized in Next Twelve Months	100		100
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 200		$ 200

Note 9 - Stockholders' Equity47

Note 9 - Stockholders' Equity (Details Textual) - USD ($) $ in Thousands	Feb. 18, 2015	Jan. 22, 2015	Jul. 31, 2016	Jul. 31, 2015
Common Class A [Member]
Stock Issued During Period, Shares, New Issues	450,000	2,000,000
Proceeds from Issuance of Common Stock	$ 8,400	$ 37,000
Proceeds from Issuance of Common Stock				$ 8,365

Note 9 - Dividends (Details)

Note 9 - Dividends (Details) - USD ($)	3 Months Ended
	Jul. 31, 2016	Apr. 30, 2016
Dividends Declaration Date One [Member] | Common Class A [Member]
Dividend (in dollars per share)	$ 0.072
Dividends Declaration Date One [Member] | Common Class B [Member]
Dividend (in dollars per share)	$ 0.06
Dividends Declaration Date One [Member]
Record Date	Jun. 28, 2016
Payable	Jul. 7, 2016
Amount	$ 1,326,000
Dividends Declaration Date Two [Member] | Common Class A [Member]
Dividend (in dollars per share)		$ 0.072
Dividends Declaration Date Two [Member] | Common Class B [Member]
Dividend (in dollars per share)		$ 0.06
Dividends Declaration Date Two [Member]
Record Date		Apr. 26, 2016
Payable		May 3, 2016
Amount		$ 1,316,000

Note 10 - Stock-based Compens49

Note 10 - Stock-based Compensation (Details Textual)	3 Months Ended	6 Months Ended
	Jul. 31, 2016USD ($)shares	Jul. 31, 2016USD ($)shares
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value		$ 500,000
Shares Paid for Tax Withholding for Share Based Compensation | shares	5,400	8,800
Adjustments Related to Tax Withholding for Share-based Compensation	$ 101,000	$ 170,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 6,300,000	$ 6,300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		2 years 292 days
Restricted Stock Units (RSUs) [Member]
Shares Paid for Tax Withholding for Share Based Compensation | shares	56,700	72,500
Adjustments Related to Tax Withholding for Share-based Compensation	$ 1,100,000	$ 1,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 11,400,000	$ 11,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition		3 years

Note 10 - Stock-based Compens50

Note 10 - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Cost of Subscription [Member]
Stock-based compensation expense	$ 35	$ 22	$ 54	$ 34
Cost of Maintenance and Other Revenue [Member]
Stock-based compensation expense	99	87	160	133
Cost of Professional Services [Member]
Stock-based compensation expense	278	234	433	353
Selling and Marketing Expense [Member]
Stock-based compensation expense	427	429	688	690
Research and Development Expense [Member]
Stock-based compensation expense	330	290	557	438
General and Administrative Expense [Member]
Stock-based compensation expense	1,249	1,369	2,080	2,089
Stock-based compensation expense	$ 2,418	$ 2,431	$ 3,972	$ 3,737

Note 10 - Weighted Average Assu

Note 10 - Weighted Average Assumptions to Value SARs (Details) - Stock Appreciation Rights (SARs) [Member]		6 Months Ended
		Jul. 31, 2016	Jul. 31, 2015
Expected life in years	[1]	5 years 91 days	5 years
Risk free interest rate	[2]	1.16%	1.64%
Volatility	[3]	36.00%	41.00%
Dividend rate	[4]	1.51%	1.10%
[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 six months ending on July 31, 2016.

Note 10 - SARs Activity (Detail

Note 10 - SARs Activity (Details) - Stock Appreciation Rights (SARs) [Member] $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jul. 31, 2016USD ($)$ / sharesshares
Outstanding (in shares) | shares	2,596
Outstanding (in dollars per share) | $ / shares	$ 14.74
Granted (in shares) | shares	380
Granted (in dollars per share) | $ / shares	$ 18.64
Exercised (in shares) | shares	(60)
Exercised (in dollars per share) | $ / shares	$ 10.60
Expired (in shares) | shares	(17)
Expired (in dollars per share) | $ / shares	$ 12.58
Forfeited (in shares) | shares	(6)
Forfeited (in dollars per share) | $ / shares	$ 12.16
Outstanding (in shares) | shares	2,893
Outstanding (in dollars per share) | $ / shares	$ 15.36
Outstanding	4 years 292 days
Outstanding | $	$ 13,510
Vested and expected to vest at July 31, 2016 (1) (in shares) | shares	2,891	[1]
Vested and expected to vest at July 31, 2016 (1) (in dollars per share) | $ / shares	$ 15.36	[1]
Vested and expected to vest at July 31, 2016 (1)	4 years 292 days	[1]
Vested and expected to vest at July 31, 2016 (1) | $	$ 13,495	[1]
Vested and exercisable at July 31, 2016 (in shares) | shares	1,896
Vested and exercisable at July 31, 2016 (in dollars per share) | $ / shares	$ 12.83
Vested and exercisable at July 31, 2016	3 years 292 days
Vested and exercisable at July 31, 2016 | $	$ 12,427
[1]	The expected-to-vest SARs are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding SARs.

Note 10 - RSUs Activity (Detail

Note 10 - RSUs Activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands	6 Months Ended
	Jul. 31, 2016$ / sharesshares
Restricted stock (in shares) | shares	617
Restricted stock (in dollars per share) | $ / shares	$ 20.91
Granted (in shares) | shares	299
Granted (in dollars per share) | $ / shares	$ 18.45
Released (1) (in shares) | shares	(250)	[1]
Released (1) (in dollars per share) | $ / shares	$ 18.98	[1]
Forfeited (in shares) | shares	(18)
Forfeited (in dollars per share) | $ / shares	$ 21.09
Restricted stock (in shares) | shares	648
Restricted stock (in dollars per share) | $ / shares	$ 20.51
[1]	The number of RSUs released includes shares withheld on behalf of employees to satisfy statutory tax withholding requirements.

Note 11 - Summary of Deferred R

Note 11 - Summary of Deferred Revenues (Details) - USD ($) $ in Thousands	Jul. 31, 2016	Jan. 31, 2016
Software Service, Support and Maintenance Arrangement [Member]
Deferred revenue	$ 64,972	$ 79,533
Subscription Arrangement [Member]
Deferred revenue	17,178	14,194
Nonsoftware Service, Support and Maintenance Arrangement [Member]
Deferred revenue	1,827	2,332
Software License Arrangement [Member]
Deferred revenue	1,218	1,549
Deferred Other Revenue [Member]
Deferred revenue	73	303
Deferred revenue	85,268	97,911
Deferred revenues, non-current (in Other liabilities)	1,994	1,690
Total deferred revenues	$ 87,262	$ 99,601

Note 13 - Business Segment In55

Note 13 - Business Segment Information (Details Textual)	3 Months Ended		6 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Number of Geographic Locations			4
Number of Operating Segments			1
Percentage of Sales Into Canada to North America Total Revenue	2.00%	2.00%	2.00%	2.00%

Note 13 - Revenue by Region (De

Note 13 - Revenue by Region (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015
Reportable Geographical Components [Member] | North America [Member]
Revenue	[1]	$ 32,815	$ 33,529	$ 62,334	$ 63,751
Reportable Geographical Components [Member] | EMEA [Member]
Revenue		19,835	21,552	39,627	43,354
Reportable Geographical Components [Member] | Asia Pacific [Member]
Revenue		12,137	11,597	23,817	23,322
Reportable Geographical Components [Member] | Latin America [Member]
Revenue		4,991	4,613	9,397	10,129
Reportable Geographical Components [Member]
Revenue		69,778	71,291	135,175	140,556
Revenue		$ 69,778	$ 71,291	$ 135,175	$ 140,556
[1]	Sales into Canada accounted for 2% of North America total revenue in each of the three and six months ended July 31, 2016 and 2015.