Basis of Presentation and Significant Accounting Policies [Text Block] | 1. BUSINESS QAD is a leading provider of flexible, cloud-based 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. QAD solutions are developed for customers in the automotive, consumer products, food and beverage, high technology, industrial manufacturing and life sciences industries to help streamline their processes, improve operational performance, comply with regulatory requirements and meet industry standards. QAD was founded in 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 income (loss), 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 2019, 2018 2017 0.2 $2.5 $0.2 CASH AND EQUIVALENTS Cash and equivalents consist of cash and short-term marketable securities with maturities of less than 90 90 January 31, 2019 2018, SHORT-TERM INVESTMENTS At January 31, 2019, 90 one ACCOUNTS RECEIVABLE, NET Accounts receivable, net, consisted of the following as of January 31: 2019 2018 (in thousands) Accounts receivable $ 84,478 $ 85,281 Less allowance for: Doubtful accounts (487 ) (396 ) Sales adjustments (2,414 ) (1,367 ) Accounts receivable, net $ 81,577 $ 83,518 Trade accounts receivable are recorded at the invoiced amount and do not may not The Company does not may FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK The carrying amounts of cash and equivalents, short-term investments, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The Company’s note payable bears a variable market interest rate, subject to certain minimum interest rates. Therefore, the carrying amount outstanding under the note payable reasonably approximates 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. During the fiscal year ended January 31, 2019 one 10% no 10% No 10% January 31, 2018 2017. no 10% January 31, 2019 2018. 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: 2019 2018 (in thousands) Buildings and building improvements $ 32,238 $ 32,444 Computer equipment and software 17,671 17,312 Furniture and office equipment 7,672 7,632 Leasehold improvements 7,309 6,677 Land 3,850 3,850 Automobiles 54 54 68,794 67,969 Less accumulated depreciation and amortization (39,173 ) (37,561 ) $ 29,621 $ 30,408 The changes in property and equipment, net, for the fiscal years ended January 31 2019 2018 (in thousands) Cost Balance at February 1 $ 67,969 $ 64,642 Additions 4,340 3,720 Disposals (2,512 ) (1,874 ) Impact of foreign currency translation (1,003 ) 1,481 Balance at January 31 68,794 67,969 Accumulated depreciation Balance at February 1 (37,561 ) (33,770 ) Depreciation (4,734 ) (4,562 ) Disposals 2,474 1,719 Impact of foreign currency translation 648 (948 ) Balance at January 31 (39,173 ) (37,561 ) Property and equipment, net at January 31 $ 29,621 $ 30,408 Depreciation and amortization expense of property and equipment for fiscal 2019, 2018 2017 $4.7 $4.6 $4.3 no 2019, 2018 2017. 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 Capitalized software costs and accumulated amortization at January 31 2019 2018 (in thousands) Capitalized software costs: Capitalized software development costs $ 2,314 $ 1,516 Acquired software technology 135 — 2,449 1,516 Less accumulated amortization (851 ) (526 ) Capitalized software costs, net $ 1,598 $ 990 The Company‘s capitalized software development costs relate to translations and localizations of QAD Enterprise Applications. Acquired software technology costs relate to technology purchased during the second 2019. It is the Company’s policy to write off capitalized software development costs once fully amortized. Accordingly, during fiscal 2019, $0.3 2019. Amortization of capitalized software costs for fiscal 2019, 2018 2017 $0.6 $0.8 $1.0 The following table summarizes the estimated amortization expense relating to the Company’s capitalized software costs as of January 31, 2019: Fiscal Years (in thousands) 2020 $ 759 2021 572 2022 226 2023 27 Thereafter 14 $ 1,598 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 2019 Gross Carrying Amount Accumulated Impairment Goodwill, Net (in thousands) 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 Additions 1,510 — 1,510 Impact of foreign currency translation (110 ) — (110 ) Balance at January 31, 2019 $ 28,031 $ (15,608 ) $ 12,423 Additions to goodwill were a result of immaterial acquisitions where the purchase price exceeded the estimated fair value of the acquired net assets. Pro forma financial information for the acquisitions has not not During each of the fourth 2019, 2018 2017, November 30. no 2019, 2018 2017. Intangible Assets January 31, 201 9 (in thousands) Amortizable intangible assets Customer relationships $ 1,348 Less: accumulated amortization (115 ) Net amortizable intangible assets $ 1,233 The Company’s intangible assets as of January 31, 2019 second third 2019. 5 The following table summarizes the estimated amortization expense relating to the Company’s intangible assets as of January 31, 2019: Fiscal Years (in thousands) 2020 $ 270 2021 270 2022 270 2023 270 Thereafter 153 $ 1,233 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 one 2019, $1.3 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 under current enacted tax law that would apply when the temporary differences are expected to reverse. 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 - two Volatility - Risk-Free Interest Rate - Dividend Rate - 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 INCOME (LOSS) Comprehensive income (loss) 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 income (loss) are net income (loss) and foreign currency translation adjustments. The Company does not not ADVERTISING EXPENSES Advertising costs are expensed as incurred. Advertising expenses were $0.7 $0.7 $1.1 2019, 2018 2017. 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 $54.0 $47.7 $43.6 2019, 2018 2017, OTHER (INCOME) EXPENSE, NET The components of other (income) expense, net for fiscal 2019, 2018 2017 Years Ended January 31, 2019 2018 2017 (in thousands) Interest income $ (2,600 ) $ (1,547 ) $ (696 ) Interest expense 643 669 670 Foreign exchange (gains) losses (229 ) 2,466 180 Change in fair value of interest rate swap 51 (377 ) (485 ) Other income, net (209 ) (77 ) (131 ) Total other (income) expense, net $ (2,344 ) $ 1,134 $ (462 ) COMPUTATION OF NET INCOME (LOSS) PER SHARE Net income (loss) 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 income (loss) per share: Years Ended January 31, 2019 2018 2017 (in thousands, except per share data) Net income (loss) $ 10,428 $ (9,065 ) $ (15,450 ) Less: dividends declared (5,479 ) (5,367 ) (5,301 ) Undistributed net income (loss) $ 4,949 $ (14,432 ) $ (20,751 ) Net income (loss) per share – Class A Common Stock Dividends declared $ 4,696 $ 4,596 $ 4,531 Allocation of undistributed net income (loss) 4,243 (12,358 ) (17,742 ) Net income (loss) attributable to Class A common stock $ 8,939 $ (7,762 ) $ (13,211 ) Weighted average shares of Class A common stock outstanding— basic 16,267 15,942 15,715 Weighted average potential shares of Class A common stock 1,585 — — Weighted average shares of Class A common stock and potential common shares outstanding— diluted 17,852 15,942 15,715 Basic net income (loss) per Class A common share $ 0.55 $ (0.49 ) $ (0.84 ) Diluted net income (loss) per Class A common share $ 0.50 $ (0.49 ) $ (0.84 ) Net income (loss) per share – Class B Common Stock Dividends declared $ 783 $ 771 $ 770 Allocation of undistributed net income (loss) 706 (2,074 ) (3,009 ) Net income (loss) attributable to Class B common stock $ 1,489 $ (1,303 ) $ (2,239 ) Weighted average shares of Class B common stock outstanding— basic 3,256 3,213 3,206 Weighted average potential shares of Class B common stock 166 — — Weighted average shares of Class B common stock and potential common shares outstanding— diluted 3,422 3,213 3,206 Basic net income (loss) per Class B common share $ 0.46 $ (0.41 ) $ (0.70 ) Diluted net income (loss) per Class B common share $ 0.44 $ (0.41 ) $ (0.70 ) 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, 2019 2018 2017 (in thousands) Class A 325 3,236 2,985 Class B — 380 378 RECENT ACCOUNTING PRONOUNCEMENTS With the exception of those discussed below, there have been no January 31, 2019, Recent Accounting Pronouncements Adopted In October 2016, 2016 16, Intra-Entity Transfers of Assets Other Than Inventory December 15, 2017 2016 16 February 1, 2018 $9.6 In August 2016, 2016 15, Statement of Cash Flows (Topic 230 ) Classification of Certain Cash Receipts and Cash Payments December 15, 2017 2016 15 February 1, 2018 no In May 2014, 2014 09, Revenue from Contracts with Customers 606 Revenue Recognition 605 985 605 Software - Revenue Recognition 605 985 605 605” 606, 606 The Company adopted Topic 606 first 2019 2019 606. not not 606 606. The most significant impacts of the adoption of Topic 606 ● Removal of vendor specific objective evidence (“VSOE”) under prior GAAP resulted in earlier recognition of license and services revenues in those instances where the Company sold a multi-element deal where services did not $2.0 ● Removal of the limitation on contingent revenue resulted in revenue being recognized earlier for certain contracts. At adoption, QAD decreased accumulated deficit and increased contract assets by $0.8 ● Contracts containing a future option to the customer represented a material right which resulted in deferral of revenue. At adoption, QAD increased accumulated deficit and deferred revenue by $0.3 ● Commission expenses related to new cloud and maintenance contracts are no five $9.1 ● Sales agent fees to obtain new cloud and maintenance contracts are no five $1.0 ● Cloud environment setup costs incurred to fulfill new cloud customer contracts are no five $1.5 The tax impact of the above adjustments was assessed and, at adoption, QAD increased accumulated deficit and decreased net deferred tax assets by $1.6 Adjustments to beginning consolidated balance sheet accounts The following table presents the cumulative effect adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for the new accounting standards adopted by the Company on the first 2019: Jan. 31, 2018 Topic 606 ASU2016-16 (1) Feb. 1, 2018 (in thousands) Assets Current assets: Cash and equivalents $ 147,023 $ - $ - $ 147,023 Accounts receivable, net 83,518 - - 83,518 Other current assets, net 15,856 4,013 - 19,869 Total current assets 246,397 4,013 - 250,410 Property and equipment, net 30,408 - - 30,408 Capitalized software costs, net 990 - - 990 Goodwill 11,023 - - 11,023 Deferred tax assets, net 7,944 (1,643 ) 9,584 15,885 Other assets, net 3,055 8,421 - 11,476 Total assets $ 299,817 $ 10,791 $ 9,584 $ 320,192 Liabilities and stockholders’ equity Current portion of long-term debt $ 466 $ - $ - $ 466 Accounts payable 14,818 - - 14,818 Deferred revenue 116,693 (1,239 ) - 115,454 Other current liabilities 43,460 - - 43,460 Total current liabilities 175,437 (1,239 ) - 174,198 Long-term debt 13,313 - - 13,313 Other liabilities 5,439 (511 ) - 4,928 Stockholders’ equity Common stock - Class A 16 - - 16 Common stock - Class B 4 - - 4 Additional paid-in capital 200,456 - - 200,456 Treasury stock (12,461 ) - - (12,461 ) Accumulated deficit (75,559 ) 12,541 9,584 (53,434 ) Accumulated other comprehensive loss (6,828 ) - - (6,828 ) Total stockholders’ equity 105,628 12,541 9,584 127,753 Total liabilities and stockholders’ equity $ 299,817 $ 10,791 $ 9,584 $ 320,192 ( 1 For further information about the adoption of ASU2016 16 Intra-entity Transfers of Assets Other Than Inventory 4 The following table summarizes the effects of adopting Topic 606 January 31, 2019: As reported under Topic 606 Adjustments Balances under Prior GAAP (in thousands) Assets Current assets: Cash and equivalents $ 139,413 $ - $ 139,413 Short-term investments 1,200 - 1,200 Accounts receivable, net 81,577 - 81,577 Other current assets, net 22,150 (3,738 ) 18,412 Total current assets 244,340 (3,738 ) 240,602 Property and equipment, net 29,621 - 29,621 Capitalized software costs, net 1,598 - 1,598 Goodwill 12,423 - 12,423 Deferred tax assets, net 16,172 206 16,378 Other assets, net 13,020 (7,989 ) 5,031 Total assets $ 317,174 $ (11,521 ) $ 305,653 Liabilities and stockholders’ equity Current portion of long-term debt $ 487 $ - $ 487 Accounts payable 9,902 - 9,902 Deferred revenue 115,253 5,811 121,064 Other current liabilities 40,348 - 40,348 Total current liabilities 165,990 5,811 171,801 Long-term debt 12,836 - 12,836 Other liabilities 5,101 422 5,523 Stockholders’ equity Common stock - Class A 16 - 16 Common stock - Class B 4 - 4 Additional paid-in capital 196,723 - 196,723 Treasury stock (7,350 ) - (7,350 ) Accumulated deficit (48,485 ) (17,757 ) (66,242 ) Accumulated other comprehensive loss (7,661 ) 3 (7,658 ) Total stockholders’ equity 133,247 (17,754 ) 115,493 Total liabilities and stockholders’ equity $ 317,174 $ (11,521 ) $ 305,653 The following table summarizes the effects of adopting Topic 606 twelve January 31, 2019: As reported under Topic 606 Adjustments Balances under Prior GAAP (in thousands, except per share amounts) Revenue Subscription fees $ 91,861 $ (1,628 ) $ 90,233 License fees 25,568 (2,538 ) 23,030 Maintenance and other 122,936 298 123,234 Professional services 92,651 (1,969 ) 90,682 Total revenue 333,016 (5,837 ) 327,179 Cost of revenue: Subscription fees 34,128 (88 ) 34,040 License fees 2,714 - 2,714 Maintenance and other 31,307 - 31,307 Professional services 87,735 - 87,735 Total cost of revenue 155,884 (88 ) 155,796 Gross profit 177,132 (5,749 ) 171,383 Operating expenses: Sales and marketing 78,207 96 78,303 Research and development 53,993 (236 ) 53,757 General and administrative 35,248 - 35,248 Amortization of intangible assets from acquisitions 111 - 111 Total operating expenses 167,559 (140 ) 167,419 Operating income 9,573 (5,609 ) 3,964 Other (income) expense Interest income (2,600 ) - (2,600 ) Interest expense 643 - 643 Other income (387 ) - (387 ) Total other income, net (2,344 ) - (2,344 ) Income before income taxes 11,917 (5,609 ) 6,308 Income tax expense 1,489 (393 ) 1,096 Net income $ 10,428 $ (5,216 ) $ 5,212 Basic income per share Class A $ 0.55 $ (0.28 ) $ 0.27 Class B $ 0.46 $ (0.23 ) $ 0.23 Diluted income per share Class A $ 0.50 $ (0.25 ) $ 0.25 Class B $ 0.44 $ (0.22 ) $ 0.22 The following table summarizes the effects of adopting Topic 606 twelve January 31, 2019: As reported under Topic 606 Adjustments Balances under Prior GAAP (in thousands) Net income $ 10,428 $ (5,216 ) $ 5,212 Amortization of costs capitalized to obtain and fulfill contracts 4,176 (3,348 ) 828 Net change in valuation allowance 3,224 648 3,872 Changes in operating assets and liabilities: Costs capitalized to obtain and fulfill contracts (4,130 ) 3,354 (776 ) Other assets (2,890 ) 76 (2,814 ) Deferred revenue 3,031 4,483 7,514 Net cash provided by operating activities 19,007 (3 ) 19,004 Effect of exchange rates on cash and equivalents (2,668 ) 3 (2,665 ) Recent Accounting Pronouncements Not Yet Adopted In February 2016, 842, No. 2016 02, 842 No. 2018 01, 842; No. 2018 10, 842, No. 2018 11, 12 February 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may 1 2 second not not January 31, 2019. The new standard provides a number of optional practical expedients in transition. QAD plans to elect the ‘package of practical expedients’, which permits the Company not QAD expects that this standard will have a material effect on its financial statements. While the effects of adoption are still being assessed, the Company currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on the balance sheet for its office facilities leases and new disclosures about leasing activities. The Company does not 2016 02 not On adoption, the Company currently expects to recognize additional operating liabilities and corresponding ROU assets in the range of $11.0 $16.0 The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not not not In January 2017, 2017 04, 350 2 zero 2 February 1, 2020. not 2017 04 |