Business Description and Accounting Policies [Text Block] | 1. BUSINESS QAD is a leading provider of flexible, cloud-based and on-premise enterprise software and services for global manufacturing companies. QAD Enterprise Applications supports operational requirements in the areas of financials, customer management, supply chain, manufacturing, service and support, analytics, business process management and integration. QAD's portfolio includes related solutions for quality management software, supply chain management software, transportation management software and business-to-business interoperability. Since 1979, 1979, 1986 1997. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of QAD Inc. and all of its subsidiaries. All subsidiaries are wholly-owned and all significant balances and transactions among the entities have been eliminated from the consolidated financial statements. USE OF ESTIMATES The financial statements have been prepared in conformity with U.S. generally accepted accounting principles and, accordingly, include amounts based on informed estimates and judgments of management that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Company ’s financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. The Company considers certain accounting policies related to revenue, accounts receivable allowances for doubtful accounts, goodwill and intangible assets, income taxes, and accounting for stock-based compensation to be critical policies due to the significance of these items to its operating results and the estimation processes and management judgment involved in each. FOREIGN CURRENCY TRANSLATIONS AND TRANSACTIONS The financial position and results of operations of the Company ’s foreign subsidiaries are generally determined using the country’s local currency as the functional currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rates on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are charged or credited to other comprehensive (loss) income, which is included in “Accumulated other comprehensive loss” within the Consolidated Balance Sheets. Gains and losses resulting from foreign currency transactions and remeasurement adjustments of monetary assets and liabilities not ’s functional currency are included in earnings. Foreign currency transaction and remeasurement losses (gains) for fiscal 2018, 2017 2016 $2.5 $0.2 0.5 CASH AND EQUIVALENTS Cash and equivalents consist of cash and short-term marketable securities with maturities of less than 90 90 January 31, 2018 2017, ACCOUNTS RECEIVABLE, NET Accounts receivable, net, consisted of the following as of January 31: 2018 2017 (in thousands) Accounts receivable $ 85,281 $ 71,647 Less allowance for: Doubtful accounts (396 ) (1,090 ) Sales adjustments (1,367 ) (1,116 ) Accounts receivable, net $ 83,518 $ 69,441 Trade accounts receivable are recorded at the invoiced amount and do not may not ’s inability to pay. The Company also provides a general reserve based on historical data including analysis of write-offs and other known factors. Provisions to the allowance for bad debts are included as bad debt expense in “General and Administrative” expense. The determination to write-off specific accounts receivable balances is based on the likelihood of collection and past due status. Past due status is based on invoice date and terms specific to each customer. The January 31, 2017 $0.7 2018 $0.7 The Company does not sales adjustments related to customer dispute resolution may FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK The carrying amounts of cash and equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The Company ’s line of credit and note payable both bear a variable market interest rate, subject to certain minimum interest rates. Therefore, the carrying amounts outstanding under the line of credit and note payable reasonably approximate fair value. Concentration of credit risk with respect to trade receivables is limited due to the large number of customers comprising our customer base, and their dispersion across many different industries and locations throughout the world. No 10% ’s total revenue in any of the last three no 10% January 31, 2018 2017. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Additions and significant improvements to property and equipment are capitalized, while maintenance and repairs are expensed as incurred. For financial reporting purposes, depreciation is generally expensed via the straight-line method over the useful life of three five 10 39 five Certain costs associated with software developed for internal use, including payroll costs for employees, are capitalized once the project has reached the application development stage and are included in property and equipment classified as software. These costs are amortized using the straight-line method over the expected useful life of the software, beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, maintenance, training and research and development costs are expensed as incurred. Property and equipment, net consisted of the following as of January 31: 2018 2017 (in thousands) Buildings and building improvements $ 32,444 $ 31,979 Computer equipment and software 17,312 16,027 Furniture and office equipment 7,632 6,748 Leasehold improvements 6,677 5,984 Land 3,850 3,850 Automobiles 54 54 67,969 64,642 Less accumulated depreciation and amortization (37,561 ) (33,770 ) $ 30,408 $ 30,872 The changes in property and equipment, net, for the fiscal years ended January 31 were as follows: 2018 2017 (in thousands) Cost Balance at February 1 $ 64,642 $ 64,925 Additions 3,720 3,267 Disposals (1,874 ) (3,258 ) Impact of foreign currency translation 1,481 (292 ) Balance at January 31 67,969 64,642 Accumulated depreciation Balance at February 1 (33.770 ) (32,845 ) Depreciation (4,562 ) (4,326 ) Disposals 1,719 3,211 Impact of foreign currency translation (948 ) 190 Balance at January 31 (37,561 ) (33,770 ) Property and equipment, net at January 31 $ 30,408 $ 30,872 Depreciation and amortization expense of property and equipment for fiscal 2018, 2017 2016 $4.6 $4.3 $4.0 no 2018, 2017 2016. CAPITALIZED SOFTWARE COSTS The Company capitalizes software development costs incurred in connection with the localization and translation of its products once technological feasibility has been achieved based on a working model. A working model is defined as an operative version of the computer software product that is completed in the same software language as the product to be ultimately marketed, performs all the major functions planned for the product and is ready for initial customer testing (usually identified as beta testing). In addition, the Company capitalizes software purchased from third The amortization of capitalized software costs is the greater of the straight-line basis over three Operations and Comprehensive (Loss) Income. Capitalized software costs and accumulated amortization at January 31 2018 2017 (in thousands) Capitalized software costs: Acquired software technology $ — $ 3,458 Capitalized software development costs 1,516 748 1,516 4,206 Less accumulated amortization (526 ) (3,474 ) Capitalized software costs, net $ 990 $ 732 Acquired software technology costs relate to technology purchased from the Company ’s fiscal 2013 It is the Company ’s policy to write off capitalized software development costs once fully amortized. Accordingly, during fiscal 2018, $3.7 2018. Amortization of capitalized software costs for fiscal 2018, 2017 2016 $0.8 $1.0 $1.1 Estimated amortization expense relating to the Company ’s capitalized software costs as of January 31, 2018 $445,000, $365,000 $180,000 2019, 2020 2021, GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Goodwill is not may fourth two first not second not first not second second Management evaluates the Company as a single reporting unit for business and operating purposes as almost all of the Company’s revenue streams are generated by the same underlying technology whether acquired, purchased or developed. In addition, the majority of the Company’s costs are, by their nature, shared costs that are not not Judgments about the recoverability of purchased finite lived intangible assets are made whenever events or changes in circumstances indicate that an impairment may Assumptions and estimates about future values and remaining useful lives of intangible assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends and internal factors such as changes in the Company ’s business strategy or internal forecasts. The changes in the carrying amount of goodwill for the fiscal years ended January 31, 2018, 2017 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 (87 ) — (87 ) Balance at January 31, 2017 26,166 (15,608 ) 10,558 Impact of foreign currency translation 465 — 465 Balance at January 31, 2018 $ 26,631 $ (15,608 ) $ 11,023 During each of the fourth 2018, 2017 2016, November 30. no 2018, 2017 2016. Intangible assets were as follows: January 31, 2017 (in thousands) Amortizable intangible assets Customer relationships $ 2,721 Trade name 515 3,236 Less: accumulated amortization (2,821 ) Net amortizable intangible assets $ 415 The Company ’s intangible assets as of January 31, 2017 2013. January 31, 2018, Amortization of intangible assets was $0.4 2018 $0.7 2017 2016. INCOME TAXES Income tax expense includes U.S. (federal and state) and foreign income taxes. Tax legislation commonly known as the Tax Cuts and Jobs Act of 2017 one no not Deferred tax assets and liabilities reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes they will not The Company utilizes a two first not second 50% may may not STOCK-BASED COMPENSATION The Company accounts for share-based payments (“equity awards”) to employees in accordance with ASC 718, Compensation—Stock Compensation 718” Fair Value of RSUs The fair value of restricted stock units (“RSUs”) is determined on the grant date of the award as the market price of the Company ’s common stock on the date of grant, reduced by the present value of estimated dividends foregone during the vesting period. Judgment is required in determining the present value of estimated dividends foregone during the vesting period. The Company estimates the dividends for purposes of this calculation based on the Company’s historical dividend payments per share, which has remained consistent over the last three Fair Value of SARs The fair value of stock-settled stock appreciation rights (“SARs”) is determined on the grant date of the award using the Black-Scholes-Merton valuation model. One of the inputs to the Black-Scholes-Merton valuation model is the fair market value of the Company ’s stock on the date of grant. Judgment is required in determining the remaining inputs to the Black-Scholes-Merton valuation model. These inputs include the expected life, volatility, the risk-free interest rate and the dividend rate. The following describes the Company’s policies with respect to determining these valuation inputs: Expected Life - The expected life valuation input includes a computation that is based on historical vested SAR exercises and post-vest expiration patterns and an estimate of the expected life for SARs that were fully vested and outstanding. Furthermore, based on the Company’s historical pattern of SAR exercises and post-vest expiration patterns the Company determined that there are two Volatility - The volatility valuation input is based on the historical volatility of the Company’s common stock, which the Company believes is representative of the expected volatility over the expected life of SARs. Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the SAR. Dividend Ra te - The dividend rate is based on the Company’s historical dividend payments per share. The Company records deferred tax assets for equity awards that result in deductions on its income tax returns, based on the amount of stock-based compensation recognized and the fair values attributable to the vested portion of those equity awards. Because the deferred tax assets the Company records are based upon the stock-based compensation expenses in a particular jurisdiction, the aforementioned inputs that affect the fair values of equity awards may COMPREHENSIVE (LOSS) INCOME Comprehensive (loss) income includes changes in the balances of items that are reported directly as a separate component of Stockholders’ Equity on the Consolidated Balance Sheets. The components of comprehensive (loss) income are net (loss) income and foreign currency translation adjustments. The Company does not not REVENUE The Company o ffers its software using two not Revenue is recognized when 1 2 3 4 four not Revenue is presented net of sales, use and value-added taxes collected from customers. Software Revenue Recognition (On-Premise Model) The majority of the Company’s software is sold or licensed in multiple-element arrangements that include support services and often consulting services or other elements. Delivery of software is considered to have occurred upon electronic transfer of the license key that provides immediate availability of the product to the purchaser. Determining whether and when some of the above noted revenue recognition criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue reported. Typical payment terms vary by region. Occasionally, payment terms of up to one may Provided all other revenue recognition criteria have been met, the Company recognizes license revenue on delivery using the residual method when VSOE exists for all of the undelivered elements (for example, support services, consulting, or other services) in the arrangement. Revenue is allocated to each undelivered element based on VSOE, which is the price charged when that element is sold separately or, for elements not not one may Multiple-element software arrangements for which VSOE does not the Company introduces a new product or product bundles for which the Company has not no 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 Customers generally 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. The Company occasionally resells third 605 45, Revenue Recognition – Principal Agent Considerations. The Company executes arrangements through indirect sales channels via sales agents and distributors in which the indirect sales channels are authorized to market the Company’s software products to end users. In arrangements with sales agents, revenue is recognized on a sell-through basis once an order is received from the end user, collectability from the end user is probable, a signed license agreement from the end user has been received, delivery has been made to the end user and all other revenue recognition criteria have been satisfied. 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. The Company recognizes revenue from transactions with distributors when the distributor submits a written purchase commitment, collectability from the distributor is probable, a signed license agreement is received from the distributor and delivery has occurred to the distributor, provided that all other revenue recognition criteria have been satisfied. Revenue from distributor transactions is recorded on a net basis (the amount actually received by the Company from the distributor). The Company does not Subscription Revenue Recognition The Company recognizes the following fees in subscription revenue: i) subscription fees from customers accessing the Company’s cloud and other subscription offerings, ii) transition fees for services such as set up, configuration, database conversion and migration, and iii) support fees on hosted products. Subscription arrangements do not Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the customer has been given access to the cloud environment. Transition fees are recognized over the estimated life of the customer relationship once the customer has gone live. The initial subscription period is typically 12 60 Subscription services are non-cancelable, though customers typically have the right to terminate their contracts if we materially fail to perform. The Company generally invoices customers in advance in quarterly or annual installments and typical payment terms provide that customers pay the Company within 30 The Company may - may may 605 25, Revenue Recognition - Multiple Deliverable Revenue Arrangements third not third not third - - may For multiple-element arrangements that may Professional Services Revenue from consulting services, which the Company calls professional services in the Consolidated Statements of Income and Comprehensive Income, are typically comprised of implementation, development, training or other consulting services sold along with on-premise and cloud Consulting services are generally sold on a time-and-materials 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 as the services are performed or upon written acceptance from customers, if applicable, assuming all other conditions for revenue recognition have been met. Consulting engagements can range anywhere from one not not ADVERTISING EXPENSES Advertising costs are expensed as incurred. Advertising expenses were $0.7 $1.1 $0.9 2018, 2017 2016. RESEARCH AND DEVELOPMENT All costs incurred to establish the technological feasibility of the Company’s software products are expensed to research and development (“R&D”) as incurred. R&D expenses totaled $47.7 $43.6 $41.2 2018, 2017 2016, OTHER (INCOME) EXPENSE, NET The components of other (income) expense, net for fiscal 2018, 2017 2016 Years Ended January 31, 201 8 201 7 201 6 (in thousands) Interest income $ (1,547 ) $ (696 ) $ (320 ) Interest expense 669 670 712 Fore ign exchange losses (gains) 2,466 180 (503 ) Change in fair value of interest rate swap (377 ) (485 ) 48 Other income, net (77 ) (131 ) (302 ) Total other expense (income), net $ 1,134 $ (462 ) $ (365 ) COMPUTATION OF NET (LOSS) INCOME PER SHARE Net (loss) income per share of Class A common stock and Class B common stock is computed using the two 120% The following table sets forth the computation of basic and diluted net (loss) income per share: Years Ended January 31, 2018 2017 2016 (in thousands, except per share data) Net (loss) income $ (9,065 ) $ (15,450 ) $ 8,912 Less: dividends declared (5,367 ) (5,301 ) (5,235 ) Undistributed net (loss) income $ (14,432 ) $ (20,751 ) $ 3,677 Net (loss) income per share – Class A Common Stock Dividends declared $ 4,596 $ 4,531 $ 4,466 Allocation of undistributed net (loss) income (12,358 ) (17,742 ) 3,140 Net (loss) income attributable to Class A common stock $ (7,762 ) $ (13,211 ) $ 7,606 Weighted average shares of Class A common stock outstanding — basic 15,942 15,715 15,466 Weighted average potential shares of Class A common stock — — 758 Weighted average shares of Class A common stock and potential common shares outstanding — diluted 15,942 15,715 16,224 Basic net (loss) income per Class A common share $ (0.49 ) $ (0.84 ) $ 0.49 Diluted net (loss) income per Class A common share $ (0.49 ) $ (0.84 ) $ 0.47 Net (loss) income per share – Class B Common Stock Dividends declared $ 771 $ 770 $ 769 Allocation of undistributed net (loss) income (2,074 ) (3,009 ) 537 Net (loss) income attributable to Class B common stock $ (1,303 ) $ (2,239 ) $ 1,306 Weighted average shares of Class B common stock outstanding — basic 3,213 3,206 3,201 Weighted average potential shares of Class B common stock — — 82 Weighted average shares of Class B common stock and potential common shares outstanding — diluted 3,213 3,206 3,283 Basic net (loss) income per Class B common share $ (0.41 ) $ (0.70 ) $ 0.41 Diluted net (loss) income per Class B common share $ (0.41 ) $ (0.70 ) $ 0.40 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, unexercised stock options and unexercised SARs are not not The following table sets forth the number of potential common shares not Years Ended January 31, 2018 2017 2016 (in thousands) Class A 3,236 2,985 528 Class B 380 378 99 RECENT ACCOUNTING PRONOUNCEMENTS With the exception of those discussed below, there have been no fiscal year ended January 31, 2018, Accounting Standards Adopted In March 2016, ASU 2016 09 718, Improvements to Employee Share-Based Payment Accounting no The Company elected to early adopt the new guidance in the third 2017 February 1, 2016, 2017. $2.2 $1.2 $1.0 The Company elected to account for forfeitures as they occur using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $0.4 February 1, 2016 no February 1, 2016 not The Company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively to all periods presented which resulted in an increase to net cash provided by operating activities and a decrease to net cash used in financing of $0.8 2016. no In April 2015, 2015 03 Interest - Imputation of Interest (Subtopic 2015 03 , not 2015 03. December 15, 2015, first 2017. not In August 2015, 2015 15, Interest-Imputation of Interest (Subtopic 835 30 2015 03 not not first 2017. not In November 2015, 2015 17, Balance Sheet Classification of Deferred Taxes , 2015 17 February 1, 2017. fourth 2017 not Accounting Standards Not In January 2017, 2017 01, Business Combinations: Clarifying the Definition of a Business, February 1, 2018. 2017 01 In January 2017, 2017 04, Intangibles—Goodwill and Other (Topic 350 2 zero 2 February 1, 2020. not 2017 04 In October 2016, 2016 16, Income Taxes: Intra-Entity Transfers of Assets Other than Inventory 2016 16 February 1, 2018. In February 2016, 2016 02, Leases (Topic 842 2016 02 2016 02 first 2020 2016 02 2016 02. In May 2014, 2014 09, Revenue from Contracts with Customers (Topic 606 606” not 606 The Company is continuing to assess the impact of adopting ASC Topic 606 ● Removal of vendor specific objective evidence under current software revenue recognition will result in earlier recognition of license revenues in those instances where the Company sold a multi-element deal where services and/or maintenance did not ● Removal of the current limitation on contingent revenue will result in revenue being recognized earlier for certain contracts; ● Commission expense related to new cloud and first no five ● Sales agent fees to obtain new cloud and first no five ● Cloud environment set up costs will no five The Company has identified changes to its accounting policies and practices and controls to support the new revenue recognition standard. Implementation of the policy and control changes are in progress along with the Company’s continued assessment of potential changes to its disclosures under the new guidance. The Company is currently assessing the tax impact from adoption. The two 606 606 606 December 15, 2017. 606 February 1, 2018 The adoption of ASC Topic 606 February 1, 2018, |