Presentation and Summary of Significant Accounting Policies | (1) Presentation and Summary of Significant Accounting Policies (a) Basis of Presentation Founded in 1970 and headquartered in Atlanta, Georgia, American Software, Inc. and its subsidiaries (collectively, the “Company”) are engaged in the development, marketing, and support activities of a broad range of computer business application software products. The Company’s operations are principally in the computer software industry, and its products and services are used by customers within the United States and certain international markets. We provide our software solutions through three major business segments, which are further broken down into a total of four major product and service groups. The three business segments are (1) Supply Chain Management (SCM), (2) Enterprise Resource Planning (ERP), and (3) Information Technology (IT) Consulting. • The SCM segment consists of our subsidiary, Logility, Inc. (see Note 9), which provides collaborative supply chain solutions to streamline and optimize the production, distribution and management of products between trading partners and Demand Management, Inc. (“DMI”), a wholly-owned subsidiary of Logility. • The ERP segment consists of (1) American Software USA, Inc., which provides purchasing and materials management, customer order processing, financial, e-commerce, Flow Manufacturing and traditional manufacturing solutions, and (2) New Generation Computing (NGC), which provides industry specific business software to both retailers and manufacturers primarily in the apparel, sewn products and furniture industries. • The IT Consulting segment consists of The Proven Method, Inc., an IT staffing and consulting services firm. (b) Principles of Consolidation The consolidated financial statements include the accounts of American Software, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (c) Revenue Recognition and Deferred Revenue The Company recognizes revenue predominately in accordance with the Software Revenue Recognition Topic of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification. License. Maintenance. Services. , Subscription and other recurring revenues include fees for access rights to software solutions that are offered under a subscription-based delivery model where the users have the right to take possession of the software. Under this model, the software applications are hosted by the Company or by a third party and the customer accesses and uses the software on an as-needed basis over the Internet or via a dedicated line. The underlying arrangements typically (i) include a single fee for the service that is billed monthly, quarterly or annually, (ii) cover a period from 36 to 60 months and (iii) provides the customer with an option to take delivery of the software at any time during or after the subscription term. In addition, subscription and other recurring revenues include subscription-based software license revenues where the customer has taken physical possession of the software for a defined period of time. Subscription revenues are recognized ratably over the subscription term because the Company is unable to establish VSOE and separate the various elements, beginning on the commencement date of each contract. As of April 30, 2015, revenue recorded under this accounting treatment has not been significant. Indirect Channel Revenue. Deferred Revenue. Sales Taxes. . Unbilled Accounts Receivable. (d) Cost of Revenues Cost of revenues for licenses includes amortization of capitalized computer software development costs, salaries and benefits and value-added reseller (VAR) commissions. Costs for maintenance and services revenues include the cost of personnel to conduct implementations, customer support and consulting, and other personnel-related expenses as well as agent commission expenses related to maintenance revenues generated by the indirect channel. Commission costs for maintenance are deferred and amortized over the related maintenance term. (e) Cash Equivalents Cash equivalents of $43.0 million and $51.6 million at April 30, 2015 and 2014, respectively, consist of overnight repurchase agreements and money market deposit accounts. The Company considers all such investments with original maturities of three months or less to be cash equivalents for purposes of the consolidated statements of cash flows. (f) Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, short- and long-term investments and accounts receivable. The Company maintains cash and cash equivalents and short- and long-term investments with various financial institutions. The Company’s sales are primarily to companies located in North America and Europe. The Company performs periodic credit evaluations of its customers’ financial condition and does not require collateral. Accounts receivable are due principally from companies under stated contract terms. (g) Returns and Allowances The Company has not experienced significant returns or warranty claims to date and, as a result, the allowance for the cost of returns and product warranty claims at April 30, 2015 or 2014 is not significant. The Company records an allowance for doubtful accounts based on the historical experience of write-offs and a detailed assessment of accounts receivable. The total amounts of expense/(recovery) to operations were approximately $178,000, $(56,000), and $216,000 for 2015, 2014, and 2013, respectively, which are included in general and administrative expenses in the accompanying consolidated statements of operations. In estimating the allowance for doubtful accounts, management considers the age of the accounts receivable, the Company’s historical write-offs, and the credit worthiness of the customer, among other factors. Should any of these factors change, the estimates made by management will also change accordingly, which could affect the level of the Company’s future provision for doubtful accounts. Uncollectible accounts are written off when it is determined that the specific balance is not collectible. (h) Investments Investments consist of commercial paper, corporate bonds, government securities, certificates of deposits and marketable equity securities. The Company accounts for its investments in accordance with the Investments—Debt and Equity Securities Topic of the FASB Accounting Standards Codification. The Company has classified its investment portfolio as “trading.” “Trading” securities are bought and held principally for the purpose of selling them in the near term and are recorded at fair value. Unrealized gains and losses on trading securities are included in the determination of net earnings. For the purposes of computing realized gains and losses, cost is identified on a specific identification basis. Investments with maturities less than one year as of the balance sheet date are classified as short-term investments and those that mature greater than one year are classified as long-term investments. (i) Furniture, Equipment, and Purchased Computer Software Furniture, equipment and purchased computer software are recorded at cost, less accumulated depreciation and amortization. Depreciation of buildings, computer equipment, purchased computer software, office furniture and equipment is calculated using the straight-line method based upon the estimated useful lives of the assets (three years for computer equipment and software, seven years for office furniture and equipment and thirty years for buildings). Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the related lease term, whichever is shorter. Depreciation and amortization expense on buildings, furniture, equipment and purchased computer software was $1,193,000, $1,056,000, and $1,076,000 in 2015, 2014 and 2013, respectively. (j) Capitalized Computer Software Development Costs The Company capitalizes certain computer software development costs in accordance with the FASB Accounting Standards Codification Costs of Software to be Sold, Leased or Marketed Topic. Costs incurred internally to create a computer software product or to develop an enhancement to an existing product are charged to expense when incurred as research and development expense until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. Capitalized computer software development costs are being amortized ratably on a straight-line basis over three years. Amortization of capitalized computer software development costs is included in the cost of license revenues in the consolidated statements of operations. Total Expenditures and Amortization. Years ended April 30, 2015 2014 2013 (in thousands) Total capitalized computer software development costs $ 2,747 $ 2,949 $ 3,418 Total research and development expense 11,088 9,074 8,882 Total research and development expense and capitalized computer software-development costs $ 13,835 $ 12,023 $ 12,300 Total amortization of capitalized computer software development costs $ 3,663 $ 925 $ 2,501 Capitalized computer software development costs consist of the following at April 30, 2015 and 2014 (in thousands): 2015 2014 Capitalized computer software development costs $ 22,067 $ 19,321 Accumulated amortization (12,252 ) (8,589 ) $ 9,815 $ 10,732 Of the Company’s capitalized software projects that are currently completed and being amortized, the Company expects amortization expense for the next three years to be as follows (in thousands): 2016 $ 3,893 2017 3,593 2018 229 $ 7,715 (k) Acquisition-Related Intangible Assets (exclusive of Logility’s treasury stock repurchases) Acquisition-related intangible assets are stated at historical cost and include acquired software and certain other intangible assets with definite lives. The intangible assets are being amortized over a period ranging from two to six years. For 2015, total amortization expense related to acquisition-related intangible assets was approximately $970,000, with $394,000 included in operating expense and $576,000 included in cost of license fees in the accompanying consolidated statements of operations. For 2014, total amortization expense related to acquisition-related intangible assets was approximately $561,000, with $472,000 included in operating expense and $88,000 included in cost of license fees in the accompanying consolidated statements of operations. Total amortization expense related to acquisition-related intangible assets was approximately $501,000 for 2013 and is included in operating expense in the accompanying consolidated statements of operations. Acquisition-Related Intangible Assets consist of the following at April 30, 2015 and 2014 (in thousands): 2015 2014 Current technology $ 3,342 $ 1,842 Customer relationships 2,190 790 Non-Compete 290 — Trademarks 76 76 5,898 2,708 Accumulated amortization (3,150 ) (2,180 ) $ 2,748 $ 528 The Company expects amortization expense for the next five years to be as follows based on intangible assets as of April 30, 2015 (in thousands): 2016 $ 890 2017 890 2018 254 2019 175 2020 175 Thereafter 364 $ 2,748 (l) Goodwill and Other Intangibles Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the Intangibles-Goodwill and Other Topic of the FASB Accounting Standards Codification. The Company evaluates the carrying value of goodwill annually and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB Accounting Standards Codification. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (April 30) unless there is a triggering event present during an interim period. The Company used the Income and Market approaches to test for goodwill impairment as of the Valuation Date. The methodology utilized to implement the Income approach was the discounted cash flow (DCF) methodology. The methodologies utilized to implement the Market approach were the comparable company methodology (CCM) and the comparable transaction methodology (CTM). The valuation approaches we utilize in determining the fair value for each reporting unit were weighted 50%, 15%, and 35%, for the DCF, CTM, and CCM, respectively. In order to determine the proper weight given to each approach, the Company considers the methodologies utilized to implement each approach and the overall and industry-specific economic conditions and assumptions, which could affect the quality of the underlying data supporting each analysis. The Company considers the following valuation factors in connection with performing annual impairment testing: • The nature of the business or entity, the risks to which it is subject, and its historical patterns of growth; • The general economic outlook, the position of the industry in the existing economy, and the position of the business or entity within its industry; • The book value and general financial condition of the business or entity; • The earnings history and earnings capacity of the business or entity; • The dividend-paying capacity of the business or entity; • The market prices of stocks of businesses engaged in related activities, where such stocks are traded on an exchange or over-the-counter; • Any recent sales of the common stock of the business and the size of the block of stock to be valued; • The existence of undervalued tangible and intangible assets; and • Other special factors and circumstances of the business or entity that can be judged as important to the overall value. As noted above, the DCF methodology was given the most weight. The material assumptions utilized within this methodology were the long-term growth rate, weighted average cost of capital, financial projections, projected debt free cash flow and tax rate. The assumptions used by the Company have not changed materially from the prior year. In the event of impairment, the loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. The Company performed its periodic review of this goodwill for impairment as of April 30, 2015 and did not identify any goodwill impairment as a result of the review. The Company applied the simplified goodwill impairment test for the fiscal years ended April 30, 2014 and 2013, that permits companies to perform a qualitative assessment based on economic, industry and company-specific factors as the initial step in the annual goodwill impairment test for all or selected reporting units. Based on the results of the qualitative assessment, companies are only required to perform Step 1 of the annual impairment test for a reporting unit if the company concludes that it is not more likely than not that the unit’s fair value is less than its carrying amount. To the extent the Company concludes it is more likely than not that a reporting unit’s estimated fair value is less than its carrying amount, the two-step approach is applied. The first step would require a comparison of each reporting unit’s fair value to the respective carrying value. If the carrying value exceeds the fair value, a second step is performed to measure the amount of impairment loss, if any. The Company did not identify any macroeconomic or industry conditions as of April 30, 2014 and 2013, that would indicate the fair value of the reporting units were more likely than not to be less than their respective carrying values. If circumstances change or events occur to indicate it is more likely than not that the fair value of any reporting units have fallen below their carrying value, the Company would test such reporting unit for impairment. Intangible assets with estimable useful lives are required to be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with the Property, Plant, and Equipment Topic of the FASB Accounting Standards Codification. Goodwill consisted of the following by segment (in thousands): Enterprise Resource Supply Chain IT Total Balance at April 30, 2013 $ 1,812 $ 10,789 $ — $ 12,601 Goodwill related to the Taylor Manufacturing Systems, USA, LLC Acquisition — 1,218 — 1,218 Balance at April 30, 2014 1,812 12,007 $ — 13,819 Goodwill related to the MID Retail, Inc. Acquisition — 4,930 — 4,930 Balance at April 30, 2015 $ 1,812 $ 16,937 $ — $ 18,749 * Goodwill related to New Generation Computing, Inc. ** Goodwill related to Logility, Inc., Demand Management, Inc. and their acquisitions Intangible Assets (including Acquisition-Related Intangible Assets) consisted of the following by segment (in thousands): Enterprise Resource Supply Chain IT Total Balance at April 30, 2013 $ — $ 687 $ — $ 687 Intangibles related to the Taylor Manufacturing Systems, USA, LLC Acquisition — 472 — 472 Amortization expense — (625 ) — (625 ) Balance at April 30, 2014 — 534 — 534 Intangibles related to the MID Retail, Inc. Acquisition — 3,190 — 3,190 Amortization expense — (976 ) — (976 ) Balance at April 30, 2015 $ — $ 2,748 $ — $ 2,748 Goodwill and intangible assets include the effects of applying purchase accounting resulting from Logility’s stock repurchases in prior years. Total amortization expense related to Logility Stock Buy-back Step Acquisition and purchased software was approximately $6,000, $64,000 and $75,000 for 2015, 2014 and 2013, respectively. For purposes of the disclosure above, amounts related to the buyback of Logility stock are presented as a component of the SCM segment. Intangible assets related to Logility Stock Buy-back Step Acquisition and purchased software consist of the following (in thousands): 2015 2014 Distribution Channel $ 75 $ 75 Customer Relationships 477 477 Trademarks 155 155 707 707 Accumulated amortization (707 ) (701 ) $ — $ 6 (m) Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (n) Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including, but not limited to those related to collectability, bad debts, capitalized software costs, goodwill, intangible asset impairment, income taxes, allocation of fair values in acquisitions and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results could differ materially from these estimates under different assumptions or conditions. (o) Stock Compensation Plans The Company has four stock-based employee compensation plans under which options to purchase common stock of the Company were outstanding as of April 30, 2015. Those plans are described more fully in Note 7. In addition to two American Software plans, effective July 9, 2009, the Company adopted the Logility, Inc. 1997 Stock Plan and Logility, Inc. 2007 Stock Plan as equity plans of the Company in conjunction with the Company’s acquisition of the shares of Logility common stock it did not previously own. The Company recorded stock option compensation cost of approximately $1,530,000, $1,509,000 and $1,476,000 and related income tax benefits of approximately $542,000, $496,000 and $436,000 for the years ended April 30, 2015, 2014 and 2013, respectively. Stock-based compensation expense on current year grants is recorded on a straight-line basis over the vesting period for the entire award directly to additional paid-in capital. Cash flows resulting from the tax benefits generated by tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as financing cash flows. During the years ended April 30, 2015, 2014 and 2013, the Company realized tax benefits from stock options generated in previous and current periods resulting in approximately $384,000, $611,000 and $131,000 of gross excess tax benefits which are included as a component of cash flows from financing activities in the accompanying 2015, 2014 and 2013 consolidated statements of cash flows, respectively. (p) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. (q) Comprehensive Income The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. The Company did not have any other comprehensive income items for 2015, 2014, or 2013. (r) Earnings per Common Share The Company has two classes of common stock of which Class B common shares are convertible into Class A common shares at any time, on a one-for-one basis. Under the Company’s Articles of Incorporation, if dividends are declared, holders of Class A common shares shall receive a $.05 dividend per share prior to the Class B common shares receiving any dividend and holders of Class A common shares shall receive a dividend at least equal to Class B common shares dividends on a per share basis. As a result, the Company has computed the earnings per share in compliance with the Earnings Per Share Topic of the FASB Accounting Standards Codification, which requires companies that have multiple classes of equity securities to use the “two-class” method in computing earnings per share. For the Company’s basic earnings per share calculation, the Company uses the “two-class” method. Basic earnings per share are calculated by dividing net earnings attributable to each class of common stock by the weighted average number of shares outstanding. All undistributed earnings are allocated evenly between Class A and B common shares in the earnings per share calculation to the extent that earnings equal or exceed $.05 per share. This allocation is based on management’s judgment after considering the dividend rights of the two-classes of common stock, the control of the Class B shareholders and the convertibility rights of the Class B shares to Class A shares. If Class B shares convert to Class A shares during the period, the distributed net earnings for Class B shares is calculated using the weighted average common shares outstanding during the period. Diluted earnings per share is calculated similarly to basic earnings per share, except that the calculation includes the dilutive effect of the assumed exercise of options issuable under the Company’s stock incentive plans. For the Company’s diluted earnings per share calculation for Class A shares, the Company uses the “if-converted” method. This calculation assumes that all Class B common shares are converted into Class A common shares and, as a result, assumes there are no holders of Class B common shares to participate in undistributed earnings. For the Company’s diluted earnings per share calculation for Class B shares, the Company uses the “two-class” method. This calculation does not assume that all Class B common shares are converted into Class A common shares. In addition, this method assumes the dilutive effect of Class A stock options were converted to Class A shares and the undistributed earnings are allocated evenly to both Class A and B shares including Class A shares issued pursuant to those converted stock options. This allocation is based on management’s judgment after considering the dividend rights of the two-classes of common stock, the control of the Class B shareholders and the convertibility rights of the Class B shares into Class A shares. The following tables set forth the computation of basic earnings per common share and diluted earnings per common share (in thousands except for per share amounts), See Note 7 for total stock options outstanding and potentially dilutive: Basic earnings per common share: Year Ended Year Ended Year Ended Class A Class B Class A Class B Class A Class B Distributed earnings $ 0.40 $ 0.40 $ 0.30 $ 0.30 $ 0.48 $ 0.48 Undistributed earnings/(loss) (0.11 ) (0.11 ) 0.07 0.07 (0.10 ) (0.10 ) Total $ 0.29 $ 0.29 $ 0.37 $ 0.37 $ 0.38 $ 0.38 Distributed earnings $ 10,301 $ 1,035 $ 7,584 $ 776 $ 11,796 $ 1,242 Undistributed earnings/(loss) (2,914 ) (294 ) 1,786 185 (2,377 ) (250 ) Total $ 7,387 $ 741 $ 9,370 $ 961 $ 9,419 $ 992 Basic weighted average common shares 25,696 2,587 25,049 2,587 24,586 2,587 Diluted EPS for Class A common shares using the If-Converted Method Year Ended April 30, 2015 Undistributed and Class A EPS* Per basic $ 7,387 25,696 $ 0.29 Common stock equivalents — 331 7,387 26,027 0.28 Class B conversion 741 2,587 Diluted EPS for Class A $ 8,128 28,614 $ 0.28 Year Ended April 30, 2014 Undistributed and Class A EPS* Per basic $ 9,370 25,049 $ 0.37 Common stock equivalents — 475 9,370 25,524 0.37 Class B conversion 961 2,587 Diluted EPS for Class A $ 10,331 28,111 $ 0.37 Year Ended April 30, 2013 Undistributed and Class A EPS* Per basic $ 9,419 24,586 $ 0.38 Common stock equivalents — 456 9,419 25,042 0.38 Class B conversion 992 2,587 Diluted EPS for Class A $ 10,411 27,629 $ 0.38 Diluted EPS for Class B common shares using the Two-Class Method Year Ended April 30, 2015 Undistributed and Class B EPS* Per basic $ 741 2,587 $ 0.29 Reallocation of undistributed earnings from Class A shares to Class B shares 4 — Diluted EPS for Class B $ 745 2,587 $ 0.29 Year Ended April 30, 2014 Undistributed and Class B EPS* Per basic $ 961 2,587 $ 0.37 Reallocation of undistributed earnings from Class A shares to Class B shares (3 ) — Diluted EPS for Class B $ 958 2,587 $ 0.37 Year Ended April 30, 2013 Undistributed and Class B EPS* Per basic $ 992 2,587 $ 0.38 Reallocation of undistributed earnings from Class A shares to Class B shares 4 — Diluted EPS for Class B $ 996 2,587 $ 0.38 * Amounts adjusted for rounding (s) Advertising All advertising costs are expensed as incurred. Advertising expenses, which are included within sales and marketing expenses, were $2.1 million, $2.2 million and $2.0 million in fiscal 2015, 2014 and 2013, respectively. (t) Guarantees and Indemnifications The Company accounts for guarantees in accordance with the Guarantee Topic of the FASB Accounting Standards Codification . The Company warrants to its customers that its software products will perform in all material respects in accordance with the standard published specifications in effect at the time of delivery of the licensed products to the customer generally for 90 days after delivery of the licensed products. Additionally, the Company warrants to its customers that services will be performed consistent with generally accepted industry standards or specific service levels through completion of the agreed upon services. If necessary, the Company will provide for the estimated cost of product and service warranties based on specific warranty claims and claim history. However, the Company has not incurred significant recurring expense under product or service warranties. Accordingly, the Company has no liabilities recorded for these agreements as of April 30, 2015 or 2014. (u) Industry Segments The Company operates and manages its business in three reportable segments. See Note 9 of the Consolidated Financial Statements. |