UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

(Mark One)

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

For the quarterly period ended July 31, 20172018

OR

 

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

For the transition period from                to    

Commission File Number:0-12456

 

 

AMERICAN SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Georgia 58-1098795

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification Number)

470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305
(Address of principal executive offices) (Zip Code)

(404)261-4381

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, an emerging growth company or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “emerging growth company” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

 

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

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

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Classes

  

Outstanding at August 31, 2017

2018

Class A Common Stock, $.10 par value

  27,398,62629,084,744 Shares

Class B Common Stock, $.10 par value

  2,329,0981,821,587 Shares

 

 

 


AMERICAN SOFTWARE, INC. AND SUBSIDIARIES

Form10-Q

Quarter ended July 31, 20172018

Index

 

     Page No. 

Part I—Financial Information

  

Item 1.

 

Financial Statements (unaudited)

  
 

Condensed Consolidated Balance Sheets as of July 31, 20172018 and April 30, 20172018

   3 
 

Condensed Consolidated Statements of Operations for the Three Months ended July  31, 20172018 and 20162017

   4 
 

Condensed Consolidated Statements of Cash Flows for the Three Months ended July  31, 20172018 and 20162017

   5 
 

Notes to Condensed Consolidated Financial Statements – unaudited

   6 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   1319 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   2531 

Item 4.

 

Controls and Procedures

   2532 

Part II—Other Information

  

Item 1.

 

Legal Proceedings

   2533 

Item 1A.

 

Risk Factors

   2633 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   2633 

Item 3.

 

Defaults Upon Senior Securities

   2633 

Item 4.

 

Mine Safety Disclosures

   2633 

Item 5.

 

Other Information

   2633 

Item 6.

 

Exhibits

   2633 

Signatures

   2735 

PART I—FINANCIAL INFORMATION

 

Item 1.

Financial Statements

American Software, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share data)

 

  July 31,
2017
 April 30,
2017
   July 31,
2018
 April 30,
2018
 
ASSETS      

Current assets:

      

Cash and cash equivalents

  $66,227  $66,001   $54,855  $52,794 

Investments

   17,979  19,332    29,992  26,121 

Trade accounts receivable, less allowance for doubtful accounts of $186 at July 31, 2017 and $171 at April 30, 2017:

   

Trade accounts receivable, less allowance for doubtful accounts of $161 at July 31, 2018 and $159 at April 30, 2018:

   

Billed

   13,990  17,060    13,683  18,643 

Unbilled

   2,377  2,811    3,311  3,375 

Prepaid expenses and other current assets

   3,900  4,322    6,433  6,592 
  

 

  

 

   

 

  

 

 

Total current assets

   104,473  109,526    108,274  107,525 

Investments—Noncurrent

   6,352  4,455 

Property and equipment, net of accumulated depreciation of $28,273 at July 31, 2017 and $28,153 at April 30, 2017

   2,069  2,055 

Capitalized software, net of accumulated amortization of $21,293 at July 31, 2017 and $20,423 at April 30, 2017

   9,052  8,614 

Investments—noncurrent

   2,509  8,893 

Property and equipment, net of accumulated depreciation of $28,792 at July 31, 2018 and $28,644 at April 30, 2018

   3,600  3,034 

Capitalized software, net of accumulated amortization of $25,166 at July 31, 2018 and $24,113 at April 30, 2018

   9,559  9,728 

Goodwill

   19,549  19,549    25,888  25,888 

Other intangibles, net of accumulated amortization of $6,801 at July 31, 2017 and $6,406 at April 30, 2017

   3,004  3,399 

Other intangibles, net of accumulated amortization of $8,852 at July 31, 2018 and $8,255 at April 30, 2018

   4,523  5,120 

Other assets

   1,343  1,176    4,055  2,777 
  

 

  

 

   

 

  

 

 

Total assets

  $145,842  $148,774   $158,408  $162,965 
  

 

  

 

   

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Current liabilities:

      

Accounts payable

  $1,829  $1,541   $2,166  $1,974 

Accrued compensation and related costs

   3,095  3,329    2,305  6,310 

Dividends payable

   3,270  3,259    3,400  3,367 

Other current liabilities

   2,471  5,171    925  1,246 

Deferred revenue

   28,332  29,437    29,518  33,226 
  

 

  

 

   

 

  

 

 

Total current liabilities

   38,997  42,737    38,314  46,123 

Deferred income taxes

   2,114  1,994    3,222  2,615 

Long-term deferred revenue

   240  214    —    147 

Other long-term liabilities

   77  79    1,485  1,496 
  

 

  

 

   

 

  

 

 

Total liabilities

   41,428  45,024    43,021  50,381 

Shareholders’ equity:

      

Common stock:

      

Class A, $.10 par value. Authorized 50,000,000 shares: Issued 31,987,258 shares at July 31, 2017 and 31,821,508 shares at April 30, 2017

   3,199  3,182 

Class B, $.10 par value. Authorized 10,000,000 shares: Issued and outstanding 2,329,098 shares at July 31, 2017 and 2,393,336 shares at April 30, 2017; convertible into Class A Common Shares on aone-for-one basis

   233  239 

Class A, $.10 par value. Authorized 50,000,000 shares: 33,673,376 and 29,084,744 shares Issued and outstanding respectively at July 31, 2018 and 33,141,760 and 28,553,128 shares Issued and outstanding respectively at April 30, 2018

   3,367  3,314 

Class B, $.10 par value. Authorized 10,000,000 shares: Issued and outstanding 1,821,587 shares at July 31, 2018 and 2,057,390 shares April 30, 2018; convertible into Class A Common Shares on aone-for-one basis

   182  205 

Additionalpaid-in capital

   122,477  121,280    134,292  131,258 

Retained earnings

   4,064  4,608    3,105  3,366 

Class A treasury stock, 4,588,632 shares at July 31, 2017 and April 30, 2017, at cost

   (25,559 (25,559

Class A treasury stock, 4,588,632 shares at July 31, 2018 and April 30, 2018, at cost

   (25,559 (25,559
  

 

  

 

   

 

  

 

 

Total shareholders’ equity

   104,414  103,750    115,387  112,584 
  

 

  

 

   

 

  

 

 

Commitments and contingencies

      

Total liabilities and shareholders’ equity

  $145,842  $148,774   $158,408  $162,965 
  

 

  

 

   

 

  

 

 

See accompanying notes to condensed consolidated financial statements—unaudited.

American Software, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except earnings per share data)

 

  Three Months Ended
July 31,
   Three Months Ended
July 31,
 
  2017   2016   2018 2017 

Revenues:

       

License

  $4,015   $4,627   $1,702  $4,015 

Services and other

   12,043    12,221 

Subscription Fees

   3,168  1,619 

Professional Services and other

   11,008  10,424 

Maintenance

   10,828    10,585    11,521  10,828 
  

 

   

 

   

 

  

 

 

Total revenues

   26,886    27,433    27,399  26,886 
  

 

   

 

   

 

  

 

 

Cost of revenues:

       

License

   1,507    1,823    1,714  1,507 

Services and other

   7,927    9,053 

Subscription Fees

   1,068  681 

Professional Services and other

   8,667  7,246 

Maintenance

   2,227    2,761    2,198  2,227 
  

 

   

 

   

 

  

 

 

Total cost of revenues

   11,661    13,637    13,647  11,661 
  

 

   

 

   

 

  

 

 

Gross margin

   15,225    13,796    13,752  15,225 
  

 

   

 

   

 

  

 

 

Research and development

   2,507    3,100    3,675  2,507 

Sales and marketing

   5,233    5,471    5,180  5,233 

General and administrative

   3,515    3,511    4,193  3,515 

Amortization of acquisition-related intangibles

   348    68    97  348 
  

 

   

 

   

 

  

 

 

Total operating expenses

   11,603    12,150    13,145  11,603 
  

 

   

 

   

 

  

 

 

Operating income

   3,622    1,646    607  3,622 

Other income:

       

Interest income

   363    317    504  363 

Other, net

   236    343    249  236 
  

 

   

 

   

 

  

 

 

Earnings before income taxes

   4,221    2,306    1,360  4,221 

Income tax expense

   1,496    618 

Income tax (benefit) expense

   (25 1,496 
  

 

   

 

   

 

  

 

 

Net earnings

  $2,725   $1,688   $1,385  $2,725 
  

 

   

 

   

 

  

 

 

Earnings per common share(a):

       

Basic

  $0.09   $0.06   $0.05  $0.09 
  

 

   

 

   

 

  

 

 

Diluted

  $0.09   $0.06   $0.04  $0.09 
  

 

   

 

   

 

  

 

 

Cash dividends declared per common share

  $0.11   $0.11   $0.11  $0.11 
  

 

   

 

   

 

  

 

 

Shares used in the calculation of earnings per common share:

       

Basic

   29,671    28,938    30,725  29,671 
  

 

   

 

   

 

  

 

 

Diluted

   29,989    29,254    31,343  29,989 
  

 

   

 

   

 

  

 

 

 

(a)

Basic per share amounts are the same for Class A and Class B Common Shares. Diluted per share amounts for Class A Common Shares are shown above. Diluted earnings per share for Class B Common Shares under thetwo-class method are $0.09$0.05 and $0.06$0.09 for the three months ended July 31, 20172018 and 2016,2017, respectively. See Note D to the Condensed Consolidated Financial Statements.

See accompanying notes to condensed consolidated financial statements—unaudited.

American Software, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

 

  Three Months Ended
July 31,
   Three Months Ended
July 31,
 
  2017 2016   2018 2017 

Cash flows from operating activities:

      

Net earnings

  $2,725  $1,688   $1,385  $2,725 

Adjustments to reconcile net earnings to net cash provided by operating activities:

      

Depreciation and amortization

   1,385  1,407    1,798  1,385 

Stock-based compensation expense

   316  388    398  316 

Net gain on investments

   (113 (216   (388 (113

Deferred income taxes

   120  8    28  120 

Changes in operating assets and liabilities:

      

Purchases of trading securities

   (5,439 (1,871   (2,857 (5,439

Proceeds from maturities and sales of trading securities

   5,010  4,843    5,758  5,010 

Accounts receivable, net

   3,504  2,528    5,466  3,504 

Prepaid expenses and other assets

   255  282    330  255 

Accounts payable and other liabilities

   (2,669 (2,329   (4,223 (2,669

Deferred revenue

   (1,079 (1,698   (3,334 (1,079
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   4,015  5,030    4,361  4,015 
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Capitalized computer software development costs

   (1,287 (636   (884 (1,287

Purchases of property and equipment, net of disposals

   (133 (144   (714 (133
  

 

  

 

   

 

  

 

 

Net cash used in investing activities

   (1,420 (780   (1,598 (1,420
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Proceeds from exercise of stock options

   890  1,479    2,666  890 

Dividends paid

   (3,259 (2,896   (3,368 (3,259
  

 

  

 

   

 

  

 

 

Net cash used in financing activities

   (2,369 (1,417   (702 (2,369
  

 

  

 

   

 

  

 

 

Net change in cash and cash equivalents

   226  2,833    2,061  226 

Cash and cash equivalents at beginning of period

   66,001  49,004    52,794  66,001 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at end of period

  $66,227  $51,837   $54,855  $66,227 
  

 

  

 

   

 

  

 

 

See accompanying notes to condensed consolidated financial statements—unaudited.

AMERICAN SOFTWARE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements—Unaudited

July 31, 20172018

A. Basis of Presentation and PrinciplesSummary of ConsolidationSignificant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form10-Q and Rule10-01 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at July 31, 2017,2018, results of operations for the three months ended July 31, 20172018 and 20162017 and cash flows for the three months ended July 31, 20172018 and 2016.2017. The Company’s results for the three months ended July 31, 20172018 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form10-K for the fiscal year ended April 30, 20172018 (the “Annual Report”).

The preparation of these consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for the fiscal year ended April 30, 20172018 contained in the Annual Report describes the significant accounting policies that we have used in preparing our consolidated financial statements. On an ongoing basis, we evaluate our estimates, including but not limited to those related to revenue/collectability, bad debts, capitalized software costs, goodwill, intangible assets impairment, stock-based compensation, income taxes 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. The accompanying condensed consolidated balance sheet as of April 30, 2018 and the condensed consolidated statements of operations and cash flows for the three months ended July 31, 2017 have not been revised for the effects of Topic 606 and are therefore not comparable to the July 31, 2018 period.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of American Software, Inc. and its wholly-owned subsidiaries (“American Software” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)No. 2014-09,Revenue from Contracts with Customers(Topic 606), which replaces the existing revenue recognition guidance. The Company adopted the new revenue standard effective May 1, 2018 using the modified retrospective transition method. Under this method, the Company elected to apply the cumulative effect method to contracts that are not complete as of the adoption date. The Company’s total revenue impact is $1.2 million, with approximately 70% impacting the fiscal year ending April 30, 2019, which is the result of recognizing revenue for the license component of its term licenses and certain perpetual license contracts that were previously recognized over time due to the lack of vendor-specific objective evidence (VSOE) of fair value at thepoint-in-time control of the software license is transferred to the customer, rather than ratably over the term of the contract. In addition, under the new standard, the Company will capitalize a portion of sales commission expenses and recognize them ratably over the associated period of economic benefit which the Company has determined to be six years, which has an impact of $1.1 million. As a result, the cumulative impact due to the adoption of the new revenue standard on the opening consolidated balance sheet is expected to be an increase in opening retained earnings, with a corresponding increase to contract assets and a decrease in deferred revenue.

The following table presents the cumulative effect adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for the new accounting standard adopted by the Company on the first day of fiscal 2019:

   April 30,
2018
  Topic 606  May 1,
2018
 
      (in thousands)    
ASSETS    

Current assets:

    

Cash and cash equivalents

  $52,794  $—    $52,794 

Investments

   26,121   —     26,121 

Trade accounts receivable, net

    —    

Billed

   18,643   —     18,643 

Unbilled

   3,375   440   3,815 

Prepaid expenses and other current assets

   6,592   126   6,718 
  

 

 

  

 

 

  

 

 

 

Total current assets

   107,525   566   108,091 

Investments—Noncurrent

   8,893   —     8,893 

Property and equipment, net

   3,034   —     3,034 

Capitalized software, net

   9,728   —     9,728 

Goodwill

   25,888   —     25,888 

Other intangibles, net

   5,120   —     5,120 

Other assets

   2,777   1,325   4,102 
  

 

 

  

 

 

  

 

 

 

Total assets

  $162,965  $1,891  $164,856 
  

 

 

  

 

 

  

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY    

Current liabilities:

    

Accounts payable

  $1,974  $—    $1,974 

Accrued compensation and related costs

   6,310   —     6,310 

Dividends payable

   3,367   —     3,367 

Other current liabilities

   1,246   80   1,326 

Deferred revenue

   33,226   (521  32,705 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   46,123   (441  45,682 

Deferred income taxes

   2,615   579   3,194 

Long-term deferred revenue

   147   —     147 

Other long-term liabilities

   1,496   —     1,496 
  

 

 

  

 

 

  

 

 

 

Total liabilities

   50,381   138   50,519 

Shareholders’ equity:

    

Common stock:

    

Class A

   3,314   —     3,314 

Class B

   205   —     205 

Additionalpaid-in capital

   131,258   —     131,258 

Retained earnings

   3,366   1,753   5,119 

Class A treasury stock

   (25,559  —     (25,559
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   112,584   1,753   114,337 
  

 

 

  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $162,965  $1,891  $164,856 
  

 

 

  

 

 

  

 

 

 

The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of July 31, 2018:

   As reported
under Topic 606
  Adjustments  Balances under
Prior GAAP
 
      (in thousands)    
ASSETS    

Current assets:

    

Cash and cash equivalents

  $54,855  $—    $54,855 

Investments

   29,992   —     29,992 

Trade accounts receivable, net

    

Billed

   13,683   —     13,683 

Unbilled

   3,311   (439  2,872 

Prepaid expenses and other current assets

   6,433   (168  6,265 
  

 

 

  

 

 

  

 

 

 

Total current assets

   108,274   (607  107,667 

Investments—Noncurrent

   2,509   —     2,509 

Property and equipment, net

   3,600   —     3,600 

Capitalized software, net

   9,559   —     9,559 

Goodwill

   25,888   —     25,888 

Other intangibles, net

   4,523   —     4,523 

Other assets

   4,055   (1,211  2,844 
  

 

 

  

 

 

  

 

 

 

Total assets

  $158,408  $(1,818 $156,590 
  

 

 

  

 

 

  

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY    

Current liabilities:

    

Accounts payable

  $2,166  $—    $2,166 

Accrued compensation and related costs

   2,305   —     2,305 

Dividends payable

   3,400   —     3,400 

Other current liabilities

   925   (80  845 

Deferred revenue

   29,518   1,008   30,526 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   38,314   928   39,242 

Deferred income taxes

   3,222   (503  2,719 

Long-term deferred revenue

   —     —     —   

Other long-term liabilities

   1,485   —     1,485 
  

 

 

  

 

 

  

 

 

 

Total liabilities

   43,021   425   43,446 

Shareholders’ equity:

    

Common stock:

    

Class A

   3,367   —     3,367 

Class B

   182   —     182 

Additionalpaid-in capital

   134,292   —     134,292 

Retained earnings

   3,105   (2,243  862 

Class A treasury stock

   (25,559  —     (25,559
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   115,387   (2,243  113,144 
  

 

 

  

 

 

  

 

 

 

Commitments and contingencies

    

Total liabilities and shareholders’ equity

  $158,408  $(1,818 $156,590 
  

 

 

  

 

 

  

 

 

 

The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated statement of operations for the three months ended July 31, 2018:

   As reported
under Topic 606
   Adjustments   Balances under
Prior GAAP
 
       (in thousands, except
per share amounts)
     

Revenues:

      

License

  $1,702   $(446  $1,256 

Subscription Fees

   3,168    2    3,170 

Professional Services and other

   11,008    60    11,068 

Maintenance

   11,521    —      11,521 
  

 

 

   

 

 

   

 

 

 

Total revenues

   27,399    (384   27,015 
  

 

 

   

 

 

   

 

 

 

Cost of revenues:

      

License

   1,714    —      1,714 

Subscription Fees

   1,068    —      1,068 

Professional Services and other

   8,667    —      8,667 

Maintenance

   2,198    —      2,198 
  

 

 

   

 

 

   

 

 

 

Total cost of revenues

   13,647    —      13,647 
  

 

 

   

 

 

   

 

 

 

Gross margin

   13,752    (384   13,368 
  

 

 

   

 

 

   

 

 

 

Research and development

   3,675    —      3,675 

Sales and marketing

   5,180    30    5,210 

General and administrative

   4,193    —      4,193 

Amortization of acquisition-related intangibles

   97    —      97 
  

 

 

   

 

 

   

 

 

 

Total operating expenses

   13,145    30    13,175 
  

 

 

   

 

 

   

 

 

 

Operating income

   607    (414   193 

Other income:

      

Interest income

   504    —      504 

Other, net

   249    —      249 
  

 

 

   

 

 

   

 

 

 

Earnings before income taxes

   1,360    (414   946 

Income tax (benefit) expense

   (25   76    (101
  

 

 

   

 

 

   

 

 

 

Net earnings

  $1,385   $(338  $1,047 
  

 

 

   

 

 

   

 

 

 

Earnings per common share:

      

Basic

  $0.05   $(0.01  $0.04 
  

 

 

   

 

 

   

 

 

 

Diluted

  $0.04   $(0.01  $0.03 
  

 

 

   

 

 

   

 

 

 

The Company’s net cash provided by operating activities for the three months ended July 31, 2018 did not change due to the adoption of Topic 606. The following table summarizes the effects of adopting Topic 606 on the financial statement line items of the Company’s condensed consolidated statement of cash flows for the three months ended July 31, 2018:

   As reported
under Topic 606
   Adjustments   Balances under
Prior GAAP
 
       (in thousands)     

Deferred income taxes

  $28   $579   $607 

Accounts receivable, net

  $5,466   $(440  $5,026 

   As reported
under Topic
606
   Adjustments   Balances under
Prior GAAP
 

Prepaid expenses and other assets

  $330   $(1,451  $(1,121

Accounts payable and other liabilities

  $(4,223  $80   $(4,143

Deferred revenue

  $(3,334  $(521  $(3,855

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities andright-of-use assets upon adoption.

B. Revenue Recognition

We recognize revenue when we transfer control of the promised goods or services to our customers, in accordancean amount that reflects the consideration we expect to receive in exchange for those goods or services. We derive our revenue from software licenses; maintenance services; consulting, implementation and training services; andsoftware-as-a-service (“SaaS”), which includes a subscription to our software as well as maintenance, hosting and managed services.

The Company determines revenue recognition through the following steps:

Step 1 – Identify the Contract with the Software Revenue Recognition TopicCustomer

Step 2 – Identification of Promised Goods and Services and Evaluation of Whether the Promised Goods and Services are Distinct Performance Obligations

Step 3 – Determining the Transaction Price

Step 4 – Allocation of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.Transaction Price to Distinct Performance Obligations

Step 5 – Attribution of Revenue for Each Distinct Performance Obligation

Nature of Products and Services.

License. Our perpetual software licenses provide the customer with a right to use the software as it exists at the time of purchase. We recognize revenue for distinct software licenses once the license revenue in connection with license agreements for standard proprietary software upon delivery ofperiod has begun and we have made the software provided we consider collection to be probable, the fee is fixed or determinable, there is evidence of an arrangement, and VSOE exists with respect to any undelivered elements of the arrangement. For multiple-element arrangements, we recognize revenue under the residual method, whereby: (1) the total fair value of the undelivered elements, as indicated by VSOE, is deferred and subsequently recognized and (2) the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue relatedavailable to the delivered elements. We record revenues from sales of third-party products in accordancecustomer.

Our perpetual software licenses are sold with Principal Agent Considerations within the Revenue Recognition Topic of the FASB’s Accounting Standards Codification. Furthermore,maintenance under which we evaluate sales through our indirect channel on acase-by-case basis to determine whether the transaction should be recorded gross or net, including but not limited to assessing whether or not we: (1) act as principal in the transaction, (2) take title to the products, (3) have risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (4) act as an agent or brokerprovide customers with compensation on a commission or fee basis. In most cases, we record our sales through the Demand Management, Inc. (“DMI”) channel on a gross basis.

Maintenance. Revenue derived from maintenance contracts primarily includes telephone consulting, product updates on a when and if available basis, and releases of new versions of products previously purchased by the customer, as well as error reporting and correction services. Maintenance contracts are typically sold for a separate fee with initial contractual periods ranging from one to three years with renewal for additional periods thereafter. Maintenance

Subscription Fees.Subscription fees are generally billed annually in advance. We recognize maintenance revenue ratably over the term of the maintenance agreement. In situations where we bundle all or a portion of the maintenance fee with the license fee, VSOE for maintenance is determined based on prices when sold separately.

includeServices. Revenue derived from services primarily includes consulting, implementation, and training. We primarily bill fees under time and materials arrangements and recognize them as we perform the services. In accordance with the other presentation matters within the Revenue Recognition Topic of the FASB’s Accounting Standards Codification, we recognize amounts received for reimbursement of travel and otherout-of-pocket expenses incurred as revenue in the condensed consolidated statements of operations under services and other. These amounts totaled approximately $525,000 and $632,000 for the three months ended July 31, 2017 and 2016, respectively.

Software-as-a-Service (SaaS)SaaS revenues include fees for the right to use the software for a limited period of time in a hosted environment by the Company or by a third party and the customer accesses and uses the software on anas-needed basis over the Internet or via a dedicated line; however, the customer has no abilityright to take delivery of the software.software without incurring a significant penalty. The underlying arrangements typically include a single fee for the service that is billed monthly, quarterly or annually.Software-as-a-Service (SaaS) revenues The Company’s SaaS solutions represent a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. Revenue from a SaaS solution is generally recognized ratably over the subscription (whichterm of the arrangement.

Professional Services and other. Our services revenue consists of fees generated from consulting, implementation and training services, including reimbursements ofout-pocket expenses in connection with our services. Services are typically optional to our customers, and are distinct from our software. Fees for our services are separately priced and are generally billed on an hourly basis, and revenue is recognized over time as the services are performed. We believe the output method of hours worked provides the best depiction of the transfer of our services since the customer is receiving the benefit from our services as the work is performed. The total amount of expense reimbursement included in Services Revenue)professional services and other revenue was approximately $331,000 and $525,000 for the three months ended July 31, 2018 and 2017, respectively.

Maintenance. Revenue is derived from maintenance under which we provide customers with telephone consulting, product updates on a when and if available basis, and releases of new versions of products previously purchased by the customer, as well as error reporting and correction services. Maintenance for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Maintenance terms typically range from one to three years. Revenue related to maintenance is generally paid in advance and recognized ratably over the committedterm of the agreement since the Company is standing ready to provide a series of maintenance services that are substantially the same each period onceover the services commence.term, and therefore, time is the best measure of progress.

Indirect Channel RevenueRevenue..We recognizerecord revenues forfrom sales made through the indirect sales channels principally whenon a gross basis, because we control the distributor makesgoods or services and act as the saleprincipal in the transaction. In reaching this determination, we evaluated sales through our indirect channel on a case-by case basis and considered a number of factors including indicators of control such as the party having the primary responsibility to anend-user, the license fee is fixedprovide specified goods or determinable, the license fee is nonrefundable,services, and the sale meets all other conditions for revenue recognition.

Deferred Revenue. Deferred revenue represents advance payments or billings for software licenses, services, and maintenance billedparty having discretion in advance of the time revenue is recognized.establishing prices.

Sales Taxes. We account for sales taxes collected from customers on a net basis.

Unbilled Accounts ReceivableSignificant Judgments.. The unbilled receivable balance consists of amounts generated from license feeOur contracts with customers typically contain promises to transfer multiple products and services revenues. At July 31, 2017to a customer. Judgment is required to determine whether each product and Aprilservice is considered to be a distinct performance obligation that should be accounted for separately under the contract. We allocate the transaction price to distinct performance obligations based on their relative standalone selling price (“SSP”). We estimate SSP primarily based on the prices charged to customers for products or services sold on a standalone basis, or by using information such as market conditions and other observable inputs. However, the selling prices of our software licenses are highly variable or uncertain. Therefore, we estimate SSP for software licenses using the residual approach, determined based on total transaction price less the SSP of other products and services promised in the contract. When performing relative selling price allocations, we use the contract price as its estimate of SSP if it falls within the Company’s range estimate of SSP since any point within the range would be a valid price point on a standalone basis. If the contract price falls outside of the range of SSP, the Company will use the nearest point in the SSP range in its relative selling price allocation.

Contract Balances.Timing of invoicing to customers may differ from timing of revenue recognition and these timing differences result in receivables, contract assets (unbilled accounts receivable), or contract liabilities (deferred revenue) on the company’s condensed consolidated balance sheets. Fees for our software licenses are generally due within 30 2017, unbilled license fees were approximately $0.3 million and $1.0 million, respectively, and unbilled services revenues were approximately $2.1 million and $1.8 million, respectively. Unbilled license fee accounts receivable represents revenue that has been recognized, butdays of contract execution. We have an established history of collecting under the terms of theour software license agreement, which include specified payment terms thatcontracts without providing refunds or concessions to our customers. SaaS solutions and maintenance are considered normal and customary, certain payments have not yet been invoiced to the customers. Unbilled services revenues primarily occur due totypically billed in advance (on a monthly, quarterly, or annual basis). Services are typically billed as performed. In instances where the timing of revenue recognition differs from the respective billings, which occur subsequenttiming of invoicing, we have determined that our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with predictable ways to purchase our software and services, not to provide or receive financing. Additionally, we are applying the practical expedient to exclude any financing component from consideration for any contracts with payment terms of one year or less since we rarely offer terms extending beyond one year. The consideration in our customer contracts is fixed.

We have an unconditional right to consideration for all goods and services transferred to our customers. That unconditional right to consideration is reflected in billed and unbilled accounts receivable in the accompanying condensed consolidated balance sheet in accordance with ASC 606.

Deferred revenue consists of amounts collected prior to having completed the performance of maintenance, SaaS, hosting, and managed services. We typically invoice customers for cloud subscription and support fees in advance on a monthly, quarterly or annual basis, with payment due at the start of the cloud subscription or support term. During the three months ended July 31, 2018, we recognized $13 million of revenue that was included in the deferred revenue balance as of April 30, 2018, as adjusted for Topic 606, at the beginning of the period.

   July 31,
2018
   May 1,
2018
 

Contract Balances:

    

Contract assets, current

  $3,311   $3,815 

Contract assets, long-term

   233    332 
  

 

 

   

 

 

 

Total contract assets

  $3,544   $4,147 
  

 

 

   

 

 

 

Deferred revenue, current

  $29,518   $32,705 

Deferred revenue, long-term

       147 
  

 

 

   

 

 

 

Total deferred revenue

  $29,518   $32,852 
  

 

 

   

 

 

 

Remaining Performance Obligations.A performance obligation is a promise in a contract to transfer a distinct good or service to the endcustomer and is the unit of account under Topic 606. The transaction price is allocated to each reportingdistinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract. Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of July 31, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $54 million. The Company expects to recognize revenue on approximately three-quarters of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

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

The Company’s revenue by geography is as follows:

   Three Months Ended
July 31,
 
   2018   2017 

Revenues:

    

Domestic

  $21,952   $21,546 

International

   5,447    5,340 
  

 

 

   

 

 

 
  $27,399   $26,886 
  

 

 

   

 

 

 

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

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

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

Contract costs. The Company capitalizes the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, a sales commission). The Company capitalizes the costs incurred to fulfill a contract only if those costs meet all of the following criteria:

a.

The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify.

b.

The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future.

c.

The costs are expected to be recovered.

Certain sales commissions incurred by the Company were determined to be incremental costs to obtain the related contracts, which are deferred and amortized ratably over the economic benefit period. These deferred commission costs are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The current and non-current portions of deferred commissions are included in prepaid expenses and other current assets and other long-term assets, respectively, in the Company’s condensed consolidated balance sheets. Total deferred commissions at July 31, 2018 and April 30, 2018 were $2.4 million and $2.5 million, respectively. Amortization of sales commissions was $0.2 million for the three months ended July 31, 2018, which is included in sales and marketing expense in the accompanying condensed consolidated statement of operations. No impairment losses were recognized during the periods.

C. Declaration of Dividend Payable

On May 11, 2017,16, 2018, our Board of Directors declared a quarterly cash dividend of $0.11 per share of our Class A and Class B common stock. The cash dividend is payable on August 25, 201731, 2018 to Class A and Class B shareholders of record at the close of business on August 11, 2017.17, 2018.

D. Earnings Per Common Share

We have two classes of common stock: Class A Common Shares and Class B Common Shares. Our Class B Common Shares are convertible into Class A Common Shares at any time, on aone-for-one basis. Under our Articles of Incorporation, if we declare dividends, holders of Class A Common Shares shall receive a $0.05 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, we have computed the earnings per share in accordance with Earnings Per Share within the Presentation Topic of the FASB’s 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 our basic earnings per share calculation, we use 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 $0.05 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 Common Shares to Class A Common Shares.

The calculation of diluted earnings per share is similar to the calculation of basic earnings per share, except that the calculation includes the dilutive effect of the assumed exercise of options issuable under our stock incentive plans. For our diluted earnings per share calculation for Class A Common Shares, we use the“if-converted” method. This calculation assumes that all Class B Common Shares are converted into Class A Common Shares (if antidilutive) and, as a result, assumes there are no holders of Class B Common Shares to participate in undistributed earnings.

For our diluted earnings per share calculation for Class B Common Shares, we use 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 if Class A stock options were converted to Class A Common Shares and the undistributed earnings are allocated evenly to both Class A and B Common Shares including Class A Common 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 Common Shares into Class A Common 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):

Basic earnings per common share:

 

  Three Months Ended
July 31, 2017
   Three Months Ended
July 31, 2016
   Three Months Ended
July 31, 2018
   Three Months Ended
July 31, 2017
 
  Class A
Common
Shares
   Class B
Common
Shares
   Class A
Common
Shares
   Class B
Common
Shares
   Class A
Common Shares
   Class B
Common
Shares
   Class A
Common
Shares
   Class B
Common
Shares
 

Distributed earnings

  $0.11   $0.11   $0.11   $0.11   $0.11   $0.11   $0.11   $0.11 

Undistributed earnings

   (0.02   (0.02   (0.05   (0.05   (0.06   (0.06   (0.02   (0.02
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $0.09   $0.09   $0.06   $0.06   $0.05   $0.05   $0.09   $0.09 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Distributed earnings

  $3,014   $256   $2,933   $268   $3,189   $211   $3,014   $256 

Undistributed earnings

   (502   (43   (1,383   (130   (1,890   (125   (502   (43
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $2,512   $213   $1,550   $138   $1,299   $86   $2,512   $213 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Basic weighted average common shares outstanding

   27,307    2,364    26,457    2,481    28,814    1,911    27,307    2,364 

Diluted EPS for Class A Common Shares Using theIf-Converted Method

Three Months Ended July 31, 20172018

 

  Undistributed
& Distributed
Earnings to
Class A
Common Shares
   Class A
Common
Shares
   EPS*   Undistributed
& Distributed
Earnings to
Class A
Common
Shares
   Class A
Common
Shares
   EPS* 

Per Basic

  $2,512    27,307   $0.09   $1,299    28,814   $0.05 

Common Stock Equivalents

   —      318    —      —      618    —   
  

 

   

 

   

 

   

 

   

 

   

 

 
   2,512    27,625    0.09    1,299    29,432    0.04 

Class B Common Share Conversion

   213    2,364    —      86    1,911    —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted EPS for Class A Common Shares

  $2,725    29,989   $0.09   $1,385    31,343   $0.04 
  

 

   

 

   

 

   

 

   

 

   

 

 

Three Months Ended July 31, 20162017

 

   Undistributed
& Distributed
Earnings to
Class A
Common Shares
   Class A
Common
Shares
   EPS* 

Per Basic

  $1,550    26,457   $0.06 

Common Stock Equivalents

   —      316    —   
  

 

 

   

 

 

   

 

 

 
   1,550    26,773    0.06 

Class B Common Share Conversion

   138    2,481    —   
  

 

 

   

 

 

   

 

 

 

Diluted EPS for Class A Common Shares

  $1,688    29,254   $0.06 
  

 

 

   

 

 

   

 

 

 

   Undistributed
& Distributed
Earnings to
Class A
Common
Shares
   Class A
Common
Shares
   EPS* 

Per Basic

  $2,512    27,307   $0.09 

Common Stock Equivalents

   —      318    —   
  

 

 

   

 

 

   

 

 

 
   2,512    27,625    0.09 

Class B Common Share Conversion

   213    2,364    —   
  

 

 

   

 

 

   

 

 

 

Diluted EPS for Class A Common Shares

  $2,725    29,989   $0.09 
  

 

 

   

 

 

   

 

 

 

Diluted EPS for Class B Common Shares Using theTwo-Class Method

Three Months Ended July 31, 20172018     

 

  Undistributed
& Distributed
Earnings to
Class B
Common Shares
   Class B
Common
Shares
   EPS*   Undistributed
& Distributed
Earnings to
Class B
Common
Shares
   Class B
Common
Shares
   EPS* 

Per Basic

  $213    2,364   $0.09   $86    1,911   $0.05 

Reallocation of undistributed earnings to Class A Common Shares from Class B Common Shares

   —      —      —      2   —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted EPS for Class B Common Shares

  $213    2,364   $0.09   $88    1,911   $0.05 
  

 

   

 

   

 

 

Three Months Ended July 31, 20162017

 

  Undistributed
& Distributed
Earnings to
Class B
Common Shares
   Class B
Common
Shares
   EPS*   Undistributed
& Distributed
Earnings to
Class B
Common
Shares
   Class B
Common
Shares
   EPS* 

Per Basic

  $138    2,481   $0.06   $213    2,364   $0.09 

Reallocation of undistributed earnings to Class B Common Shares from Class A Common Shares

   2    —      —      —      —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted EPS for Class B Common Shares

  $140    2,481   $0.06   $213    2,364   $0.09 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

*

Amounts adjusted for rounding

For the three months ended July 31, 20172018 and 2016,2017, we excluded options to purchase 1,024,917130 and 855,4391,024,917 Class A Common Shares, respectively, from the computation of diluted earnings per Class A Common Shares. We excluded these option share amounts because the exercise prices of those options were greater than the average market price of the Class A Common Shares during the applicable period. As of July 31, 2017,2018, we had a total of 3,833,6303,535,823 options outstanding and, as of July 31, 2016,2017, we had a total of 3,599,5813,833,630 options outstanding.

E. Stock-Based Compensation

During the three months ended July 31, 20172018 and 2016,2017, we granted options for 872,000557,000 and 333,000872,000 shares of common stock, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The forfeiture rates are estimated using historical data. We recorded stock option compensation cost of approximately $398,000 and $316,000, and $388,000 and related income tax excess benefits of approximately $139,000$274,000 and $145,000shortfall of $33,000 from option exercises during the three months ended July 31, 20172018 and 2016,2017, respectively. We record stock-based compensation expense on a straight-line basis over the vesting period directly to additionalpaid-in capital.

During the three months ended July 31, 20172018 and 2016,2017, we issued 101,516295,813 and 223,276101,516 shares of common stock, respectively, resulting from the exercise of stock options. The total intrinsic value of options exercised during the three months ended July 31, 20172018 and 20162017 based on market value at the exercise dates was approximately $207,000$1.7 million and $856,000,$207,000, respectively. As of July 31, 2017,2018, unrecognized compensation cost related to unvested stock option awards approximated $3.4$4.4 million, which we expect to recognize over a weighted average period of 1.681.96 years.

F. Fair Value of Financial Instruments

We measure our investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. A number of factors affect market price observability, including the type of asset or liability and its characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical instruments.

 

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following is a general description of the valuation methodologies we use for financial assets and liabilities measured at fair value, including the general classification of such assets and liabilities pursuant to the valuation hierarchy.

Cash Equivalents—Cash equivalents include investments in government obligation based money-market funds, other money market instruments and interest-bearing deposits with initial terms of three months or less. The fair value of cash equivalents approximates its carrying value due to the short-term nature of these instruments.

Marketable Securities—Marketable securities utilizing Level 1 inputs include active exchange-traded equity securities and equity index funds, and most U.S. Government debt securities, as these securities all have quoted prices in active markets. Marketable securities utilizing Level 2 inputs include municipal bonds. We value these securities using market-corroborated pricing or other models that use observable inputs such as yield curves.

The following tables present our assets and liabilities that we measured at fair value on a recurring basis as of July 31, 20172018 and April 30, 2017,2018, respectively, and indicates the fair value hierarchy of the valuation techniques we used to determine such fair value (in thousands):

 

  July 31, 2017   July 31, 2018 
  Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Balance   Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Balance 

Cash equivalents

  $61,496   $—     $—     $61,496   $45,441   $—     $ —     $45,441 

Marketable securities

   10,122    14,209    —      24,331    10,802    21,699    —      32,501 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $71,618   $14,209   $—     $85,827   $56,243   $21,699   $—     $77,942 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  April 30, 2017   April 30, 2018 
  Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Balance   Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Balance 

Cash equivalents

  $62,647   $—     $—     $62,647   $46,972   $—     $—     $46,972 

Marketable securities

   8,984    14,803    —      23,787    11,125    23,889    —      35,014 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $71,631   $14,803   $—     $86,434   $58,097   $23,889   $—     $81,986 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

G. Stock Repurchases

On August 19, 2002, our Board of Directors approved a resolution authorizing the repurchase of up to an additional 2.0 million shares of our Class A common stock. We have made and will make these repurchases through open market purchases at prevailing market prices. The timing of any repurchase will depend upon market conditions, the market price of our common stock and management’s assessment of our liquidity and cash flow needs. Under this repurchase plan, through July 31, 2017,2018, we have repurchased 1,053,679 shares of common stock at a cost of approximately $6.2 million. As of July 31, 2017,2018, under all repurchase plans previously authorized, including this most recent plan, we have repurchased a total of 4,588,632 shares of common stock at a cost of approximately $25.6 million.

H. Comprehensive Income

We have not included condensed consolidated statements of comprehensive income in the accompanying unaudited condensed consolidated financial statements since comprehensive income and net earnings presented in the accompanying condensed consolidated statements of operations would be substantially the same.

I. Industry Segments

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 businessFASB ASC 280,Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are (1) Enterprise Resource Planning (“ERP”), (2) Supply Chain Management (“SCM”), and (3) Information Technology (“IT”) Consulting.

The ERP segment consistsdefined as components of (i) American Software ERP,a public entity about which provides purchasing and materials management, customer order processing,separate financiale-commerce and traditional manufacturing solutions, and (ii) New Generation Computing (“NGC”), which provides industry-specific business software to both retailers and manufacturers in information is available that is evaluated regularly by the apparel, sewn products and furniture industries. The SCM segment, which consists of Logility, a wholly-owned subsidiary, as well as its subsidiary, DMI, provides collaborative supply chain solutions to streamline and optimize the forecasting, inventory, production, supply, allocation, distribution and management of products between trading partners. The IT Consulting segment consists of The Proven Method, Inc., an IT staffing and consulting services firm. We also provide support for our software products, such as software enhancements, documentation, updates, customer education, consulting, systems integration services, maintenance and support services.

Our chief operating decision maker is themakers (“CODMs”), or decision making group, in deciding how to allocate resources and in assessing performance. Our CODMs are our Principal Executive Officer (“PEO”). and President. While the PEO isour CODMs are apprised of a variety of financial metrics and information, we manage our business primarily on a segment basis, with the PEOCODMs evaluating performance based upon segment operating profit or loss that includes an allocation ofcertain corporate and other common expenses but excludes certain unallocated expenses, which are included in the Other segment. Our CODMs review the operating results of our three segments, assess performance and allocate resources in a manner that is consistent with the changing market dynamics that we have experienced. We updated our operating segments to reflect the fact that we provide our software solutions through three major operating segments, which are further broken down into a total of six major product and service groups. The three operating segments are (1) Supply Chain Management (“SCM”), (2) Information Technology (“IT”) Consulting and (3) Other.

The SCM segment consists of Logility, which is a leading provider of collaborative supply chain optimization and advanced retail planning solutions that help medium, large and Fortune 500 companies transform their supply chain operations to gain a competitive advantage. Recognized for its high-touch approach to customer service, rapid implementations and industry-leading return on investment (ROI), as well as (i) Demand Management, Inc (“DMI”), which delivers affordable, easy-to-use Software-as-a-Service (SaaS) supply chain planning solutions designed to increase forecast accuracy, improve customer service and reduce inventory to maximize profits and lower costs, (ii) New Generation Computing (“NGC”), which is a leading provider of cloud-based supply chain and product lifecycle management solutions for brands, retailers and consumer products companies, and (iii) Halo Business Inteligence (“Halo”), which is an advanced analytics software provider leveraging an innovative blend of artificial intelligence and machine learning technology to drive greater supply chain performance. The Other segment consists of (i) American Software ERP, which provides purchasing and materials management, customer order processing, financial, e-commerce and traditional manufacturing solutions, and (ii) corporate overhead and other common expenses.

Previously, we maintained three operating segments: (1) SCM, (2) IT and (3) Enterprise Resource Planning (“ERP”). As a result of the organizational realignment during the third quarter fiscal 2018, NGC was repositioned out of the ERP segment and into the SCM segment. There were no changes to the IT segment. Certain prior year amounts have been recast to conform to fiscal 2019 presentation. The change in reportable segments had no effect on our previously reported consolidated financial position or results of operations.

All of our revenues are derived from external customers. We do not have any inter-segment revenue. Our income taxes and dividends are paid at a consolidated level. Consequently, it is not practical to show these items by operating segment.

In the following table, we have broken down the intersegment transactions applicable to the three months ended July 31, 20172018 and 20162017 (in thousands):

 

   Three Months Ended
July 31,
 
   2017   2016 

Revenues:

    

Enterprise Resource Planning

  $2,806   $3,008 

Collaborative Supply Chain Management

   19,711    19,411 

IT Consulting

   4,369    5,014 
  

 

 

   

 

 

 
  $26,886   $27,433 
  

 

 

   

 

 

 

Operating income (loss) before intersegment eliminations:

    

Enterprise Resource Planning

  $(1,515  $(1,416

Collaborative Supply Chain Management

   4,904    2,852 

IT Consulting

   233    210 
  

 

 

   

 

 

 
  $3,622   $1,646 
  

 

 

   

 

 

 

Intersegment eliminations:

    

Enterprise Resource Planning

  $(956  $(906

Collaborative Supply Chain Management

   956    896 

IT Consulting

   —      10 
  

 

 

   

 

 

 
  $—     $—   
  

 

 

   

 

 

 

Operating income (loss) after intersegment eliminations:

    

Enterprise Resource Planning

  $(2,471  $(2,322

Collaborative Supply Chain Management

   5,860    3,748 

IT Consulting

   233    220 
  

 

 

   

 

 

 
  $3,622   $1,646 
  

 

 

   

 

 

 
   Three Months Ended
July 31,
 
   2018   2017 

Revenues:

    

Supply Chain Management

  $21,458   $21,885 

IT Consulting

   5,357    4,369 

Other

   584    632 
  

 

 

   

 

 

 
  $27,399   $26,886 
  

 

 

   

 

 

 

Operating income (loss) before intersegment eliminations:

    

Supply Chain Management

  $3,067   $5,869 

IT Consulting

   360    233 

Other

   (2,820   (2,480
  

 

 

   

 

 

 
  $607   $3,622 
  

 

 

   

 

 

 

Intersegment eliminations*:

    

Supply Chain Management

  $—     $—   

IT Consulting

   —      —   

Other

   —      —   
  

 

 

   

 

 

 
  $—     $—   
  

 

 

   

 

 

 

Operating income (loss) after intersegment eliminations:

    

Supply Chain Management

  $3,067   $5,869 

IT Consulting

   360    233 

Other

   (2,820   (2,480
  

 

 

   

 

 

 
  $607   $3,622 
  

 

 

   

 

 

 

   Three Months Ended
July 31,
 
   2017   2016 

Capital expenditures:

    

Enterprise Resource Planning

  $114   $42 

Collaborative Supply Chain Management

   17    102 

IT Consulting

   2    —   
  

 

 

   

 

 

 
  $133   $144 
  

 

 

   

 

 

 

Capitalized Software:

    

Enterprise Resource Planning

  $—     $—   

Collaborative Supply Chain Management

   1,287    636 

IT Consulting

   —      —   
  

 

 

   

 

 

 
  $1,287   $636 
  

 

 

   

 

 

 

Depreciation and amortization:

    

Enterprise Resource Planning

  $56   $144 

Collaborative Supply Chain Management

   1,328    1,261 

IT Consulting

   1    2 
  

 

 

   

 

 

 
  $1,385   $1,407 
  

 

 

   

 

 

 

Earnings (loss) before income taxes:

    

Enterprise Resource Planning

  $(1,077  $(729

Collaborative Supply Chain Management

   5,065    2,825 

IT Consulting

   233    210 
  

 

 

   

 

 

 
  $4,221   $2,306 
  

 

 

   

 

 

 

   Three Months Ended
July 31,
 
   2018   2017 

Capital expenditures:

    

Supply Chain Management

  $72   $24 

IT Consulting

   1    2 

Other

   641    107 
  

 

 

   

 

 

 
  $714   $133 
  

 

 

   

 

 

 

Capitalized software:

    

Supply Chain Management

  $884   $1,287 

IT Consulting

   —      —   

Other

   —      —   
  

 

 

   

 

 

 
  $884   $1,287 
  

 

 

   

 

 

 

Depreciation and amortization:

    

Supply Chain Management

  $1,727   $1,334 

IT Consulting

   2    2 

Other

   69    49 
  

 

 

   

 

 

 
  $1,798   $1,385 
  

 

 

   

 

 

 

Earnings (loss) before income taxes:

    

Supply Chain Management

  $3,049   $5,074 

IT Consulting

   360    233 

Other

   (2,049   (1,086
  

 

 

   

 

 

 
  $1,360   $4,221 
  

 

 

   

 

 

 

*

fiscal 2018 recast to adjust for corporate overhead and other common expenses, which were no longer allocated starting fiscal 2019.

Major Customer

No one customer accounted for more than 10% of total revenues for the three months ended July 31, 20172018 and 2016.2017.

J. Contingencies

We more often than not indemnify our customers against damages and costs resulting from claims of patent, copyright or trademark infringement associated with use of our products. We have historically not been required to make any payments under such indemnifications. However, we continue to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under the indemnifications when those losses are estimable. In addition, we warrant to our customers that our products operate substantially in accordance with the software products’ specifications. Historically, we have incurred no costs related to software product warranties and we do not expect to incur such costs in the future, and as such we have made no accruals for software product warranty costs. Additionally, we are involved in various claims arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial position or results of operations.

K. Subsequent Event

On August 24, 2017,22, 2018, our Board of Directors declared a quarterly cash dividend of $0.11 per share of our Class A and Class B common stock. The cash dividend is payable on December 4, 20175, 2018 to Class A and Class B shareholders of record at the close of business on November 10, 2017.19, 2018.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report on Form10-Q contains forward-looking statements relating to our future financial performance, business strategy, financing plans and other future events that involve uncertainties and risks. You can identify these statements by forward-looking words such as “anticipate,” “intend,” “plan,” “continue,” “could,” “grow,” “may,” “potential,” “predict,” “strive” “will,” “seek,” “estimate,” “believe,” “expect,” and similar expressions that convey uncertainty of future events or outcomes. Any forward-looking statements we make herein are pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning future:

 

results of operations;

 

liquidity, cash flow and capital expenditures;

 

demand for and pricing of our products and services;

 

annual contract value (“ACV”);

 

viability and effectiveness of strategic alliances;

 

industry conditions and market conditions;

 

acquisition activities and the effect of completed acquisitions; and

 

general economic conditions.

Although we believe that the goals, plans, expectations, and prospects that our forward-looking statements reflect are reasonable in view of the information currently available to us, those statements are not guarantees of performance. There are many factors that could cause our actual results to differ materially from those anticipated by forward-looking statements made herein. These factors include, but are not limited to, continuing U.S. and global economic uncertainty, the timing and degree of business recovery, unpredictability and the irregular pattern of future revenues, dependence on particular market segments or customers, competitive pressures, delays, product liability and warranty claims and other risks associated with new product development, undetected software errors, market acceptance of our products, technological complexity, the challenges and risks associated with integration of acquired product lines, companies and services, as well as a number of other risk factors that could affect our future performance. All forward-looking statements included in this report on Form10-Q are based upon information available to us as of the filing date of this report on Form10-Q. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. We discuss certain factors in greater detail in “Business Overview” below. The term “fiscal 2018”2019” and “fiscal 2017”2018” refers to our fiscal years ending April 30, 20182019 and 2017,2018, respectively.

ECONOMIC OVERVIEW

Corporate capital spending trends and commitments are the primary determinants of the size of the market for business software. Corporate capital spending is, in turn, a function of general economic conditions in the U.S. and abroad and in particular may be affected by conditions in global credit markets.

In July 2017,2018, the International Monetary Fund (“IMF”) provided an update to the World Economic Outlook (“WEO”) for the 2017 2018 and 20182019 world economic growth forecast. The update noted that, “The pickupGlobal growth is projected to reach 3.9 percent in global growth anticipated2018 and 2019, in line with the forecast of the April 2018 World Economic Outlook remains on track,(WEO), but the expansion is becoming less even, and risks to the outlook are mounting. The rate of expansion appears to have peaked in some major economies and growth has become less synchronized. In the United States, near-term momentum is strengthening in line with global output projected to growthe April WEO forecast, and the US dollar has appreciated by 3.5around 5 percent in 2017 and 3.6 percent in 2018. The unchanged global growthrecent weeks. Growth projections mask somewhat different contributions at the country level. U.S. growth projections are lower than in April, primarily reflecting the assumption that fiscal policy will be less expansionary going forward than previously anticipated. Growth hashave been revised updown for Japan and especially the euro area, where positiveJapan, and the United Kingdom, reflecting negative surprises to activity in late 2016early 2018. Among emerging market and early 2017 point to solid momentum. China’sdeveloping economies, growth prospects are also becoming more uneven, amid rising oil prices, higher yields in the United States, escalating trade tensions, and market pressures on the currencies of some economies with weaker fundamentals. Growth projections have also been revised up, reflecting a strong first quarter of 2017down for Argentina, Brazil, and expectations of continued fiscal support. Inflation in advanced economies remains subdued and generally below targets; itIndia, while the outlook for some oil exporters has also been declining in several emerging economies, such as Brazil, India, and Russia.strengthened.

For the remainder of fiscal 2018,2019, we expect the global economy to improve modestly when compared to the prior year, which could result in an improved selling environment. Overall information technology spending continues to be relatively weak as a result of the current global economic environment when compared to the period prior to the last recession.year. We believe information technology spending

will incrementally improve over the long term as increased global competition forces companies to improve productivity by upgrading their technology systems.systems, which could result in an improved selling environment. Although this improvement could slow or regress at any time, due in part to concerns in global capital markets and general economic conditions, we believe that our organizational and financial structure will enable us to take advantage of any sustained economic rebound. Customers continue to take long periods to evaluate discretionary software purchases.

We believe weakimproved economic conditions may be driving some businesses to focus on achieving more process and efficiency enhancements in their operations and to invest in solutions that improve operating margins, rather than make large infrastructure-type technology purchases. If this trend continues, we believe it may tend to favor solutions such as our Logility supply chain solutions, which are designed to provide a more rapid return on investment and are targeted at some of the largest profit drivers in a customer’s business. While the current economic crisis has had a particularly adverse impact on the weaker companies in our target markets, we believe a large percentage of our customers are seeking to make investments to strengthen their operations, and some are taking advantage of current economic conditions to gain market share.

BUSINESS OVERVIEW

American Software was incorporated as a Georgia corporation in 1970. We develop, market and support a portfolio of software and services that deliver enterprise management and collaborative supply chain solutions to the global marketplace. We have designed our software and services to bring business value to enterprises by supporting their operations over intranets, extranets, client/servers or the Internet. References to “the Company,” “our products,” “our software,” “our services” and similar references include the appropriate business unitsegment actually providing the product or service.

We provide ourThe SCM segment consists of Logility, which is a leading provider of collaborative supply chain optimization and advanced retail planning solutions that help medium, large and Fortune 500 companies transform their supply chain operations to gain a competitive advantage. Recognized for its high-touch approach to customer service, rapid implementations and industry-leading return on investment (ROI), as well as (i) DMI, which delivers affordable, easy-to-use Software-as-a-Service (SaaS) supply chain planning solutions designed to increase forecast accuracy, improve customer service and reduce inventory to maximize profits and lower costs, (ii) NGC, which is a leading provider of cloud-based supply chain and product lifecycle management solutions for brands, retailers and consumer products companies, and (iii) Halo, which is an advanced analytics software solutions through three major business segments, which are further broken down into a totalprovider leveraging an innovative blend of four major productartificial intelligence and service groups.machine learning technology to drive greater supply chain performance. The three business segments are (1) Enterprise Resource Planning (“ERP”), (2) Supply Chain Management (“SCM”) and (3) Information Technology (“IT”) Consulting. The ERPOther segment consists of (i) American Software ERP, which provides purchasing and materials management, customer order processing, financial,e-commerce and traditional manufacturing solutions, and (ii) New Generation Computing (“NGC”), which provides industry-specific business software to both retailerscorporate overhead and manufacturers in the apparel, sewn products and furniture industries. The SCM segment, which consists of Logility, a wholly-owned subsidiary, as well as its subsidiary, Demand Management, Inc. (“DMI”), provides collaborative supply chain solutions to streamline and optimize the forecasting, inventory, production, supply, allocation, distribution and management of products between trading partners. The IT Consulting segment consists of The Proven Method, an IT staffing and consulting services firm. We also provide support for our software products, such as software enhancements, documentation, updated, customer education, consulting, systems integration services, maintenance and support services.other common expenses.

We derive revenues primarily from four sources: subscriptions, software licenses, subscriptions, professional services and other, and maintenance. We generally determine software license and Software as a Service (SaaS)SaaS fees based on the depth of functionality, contractual term, number of production deployments, users and/or sites licensed and/or subscribed. Professional Services and other revenues consist primarily of fees from software implementation, training, consulting services, SaaS, hosting, and managedconsulting services. We bill primarily under time and materials arrangements and recognize revenues as we perform services. SubscriptionSaaS and maintenance agreements typically are for aone- to three-year term, commencing at the time of the initial contract. We generally bill these fees annually in advance under agreements with terms of one to three years, and then recognize the resulting revenues ratably over the term of the agreement. Deferred revenuesrevenue represent advance payments or billings for subscriptions, software licenses, services and maintenance billed in advance of the time we recognize the related revenues.

Our cost of revenue for licenses includes amortization of capitalized computer software development costs, amortization of acquired developed technology, royalties paid to third-party software vendors, and agent commission expenses related to license revenues generated by the indirect channel, primarily from DMI. Costs for maintenance and services include the cost of personnel to conduct implementations and customer support, consulting, other personnel-related expenses, and agent commission expenses related to maintenance revenues generated by the indirect channel, primarily from DMI. We account for the development costs of software intended for sale in accordance with the Intangibles—Goodwill and Other topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.We monitor the net realizable value of our capitalized software on a quarterly basis based on an estimate of future product revenues. We currently expect to fully recover the value of the capitalized software asset recorded on our consolidated balance sheet; however, if future product revenues are less than management’s current expectations, we may incur a write-down of capitalized software costs.

Our selling expenses generally include the salary and commissions paid to our sales professionals, along with marketing, promotional, travel and associated costs. Our general and administrative expenses generally include the salary and benefits paid to executive, corporate and support personnel, as well as facilities-related costs, utilities, communications expenses, and various professional fees.

We currently view the following factors as the primary opportunities and risks associated with our business:

 

  

Dependence on Capital Spending Patterns. There is risk associated with our dependence on the capital spending patterns of U.S. and international businesses, which in turn are functions of economic trends and conditions over which we have no control.

 

  

Acquisition Opportunities. There are opportunities for selective acquisitions or investments to provide opportunities to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets.

 

  

Acquisition Risks. There are risks associated with acquisitions of complementary companies, products and technologies, including the risks that we will not achieve the financial and strategic goals that we contemplate at the time of the transaction. More specifically, in any acquisition we will face risks and challenges associated with the uncertain value of the acquired business or assets, the difficulty of assimilating operations and personnel, integrating acquired technologies and products and maintaining the loyalty of the customers of the acquired business.

 

  

Competitive Technologies. There is a risk that our competitors may develop technologies that are substantially equivalent or superior to our technology.

 

  

Competition in General. There are risks inherent in the market for business application software and related services, which has been and continues to be intensely competitive; for example, some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins.

A discussion of a number of additional risk factors associated with our business is included in our Annual Report on Form10-K for the fiscal year ended April 30, 2017,2018, which risk factors have been supplemented by the risk factors appearing in Item 1A of Part II of this report on Form10-Q.

Recent Accounting Pronouncements

In August 2015, the FASB issued Accounting Standards UpdateNo. 2015-14,Revenue from ContractsFor information with Customers – Deferral of Effective Date, which defers the implementation of ASU2014-09,Revenue from Contracts with Customers, for one year from the initial effective date. The initial effective date of ASUNo. 2014-09 was for annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. ASUNo. 2015-14 extends the effective daterespect to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of reporting periods beginning after December 16, 2016, including interim reporting periods within that reporting period. The Company has performed a review of the requirements of the new revenue standard and is monitoring the activity of the FASB as it relates to specific interpretive guidance. The Company is reviewing customer contracts and is in the process of applying the five-step model of the new standard to each contract category it has identified and will compare the results to its currentrecent accounting practices. The Company plans to adopt ASU2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on May 1, 2018. The Company will likely apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect,pronouncements, if any, of applying the standard to contracts in process as of the adoption date. Under this method, the Company would not restate the prior financial statements presented. Therefore, the new standard would require additional disclosures of the amount by which each financial statement line item is affected in the fiscal year 2019 reporting period. The Company is currently in the process of assessingand the impact of the new standard and has not yet determined the effect of the standard on its consolidated financial statements.

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this updatethese pronouncements on our consolidated financial statements, and related disclosures.if any, see Note A of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

COMPARISON OF RESULTS OF OPERATIONS

Three-Month Comparisons.The following table sets forth certain revenue and expense items as a percentage of total revenues and the percentage changes in those items for the three months ended July 31, 20172018 and 2016:2017:

 

  Three Months Ended July 31,   Three Months Ended July 31, 
  Percentage of Total
Revenues
 Pct. Change in
Dollars
   Percentage of Total
Revenues
 Pct. Change in
Dollars
 
  2017 2016 2017 vs. 2016   2018 2017 2018 vs. 2017 

Revenues:

        

License

   15 17 (13)%    6 15 (58)% 

Services and other

   45  44  (1

Subscription Fees

   12 6 96

Professional Services and other

   40 39 6

Maintenance

   40  39  2    42 40 6
  

 

  

 

    

 

  

 

  

Total revenues

   100  100  (2   100 100 2
  

 

  

 

    

 

  

 

  

Cost of revenues:

        

License

   6  7  (17   6 6 14

Services and other

   29  33  (12

Subscription Fees

   4 3 57

Professional Services and other

   32 26 20

Maintenance

   8  10  (19   8 8 (1)% 
  

 

  

 

    

 

  

 

  

Total cost of revenues

   43  50  (14   50 43 17
  

 

  

 

    

 

  

 

  

Gross margin

   57  50  10    50 57 (10)% 
  

 

  

 

    

 

  

 

  

Research and development

   9  11  (19   13 9 47

Sales and marketing

   20  20  (4   20 20 (1)% 

General and administrative

   13  13   —      15 13 19

Amortization of acquisition-related intangibles

   1   —    nm    —   1 (72)% 
  

 

  

 

    

 

  

 

  

Total operating expenses

   43  44  (5   48 43 13
  

 

  

 

    

 

  

 

  

Operating income

   14  6  120    2 14 (83)% 
  

 

  

 

    

 

  

 

  

Other income:

        

Interest income

   1  1  15    2 1 39

Other, net

   1  1  nm    1 1 6
  

 

  

 

    

 

  

 

  

Earnings before income taxes

   16  8  83    5 16 (68)% 

Income tax expense

   6  2  142 

Income tax (benefit) expense

   —   6 (102)% 
  

 

  

 

    

 

  

 

  

Net earnings

   10 6 61   5 10 (49)% 
  

 

  

 

    

 

  

 

  

 

nm—not meaningful

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 20172018 AND 20162017

REVENUES

 

  Three Months Ended July 31,   Three Months Ended July 31, 
            % of Total Revenue             % of Total Revenue 
  2017   2016   % Change 2017 2016   2018   2017   % Change 2018 2017 
  (in thousands)         (in thousands)         

License

  $4,015   $4,627    (13)%  15 17  $1,702   $4,015    (58)%  6 15

Services and other

   12,043    12,221    (1 45  44 

Subscription Fees

   3,168    1,619    96 12 6

Professional Services and other

   11,008    10,424    6 40 39

Maintenance

   10,828    10,585    2  40  39    11,521    10,828    6 42 40
  

 

   

 

    

 

  

 

   

 

   

 

    

 

  

 

 

Total revenues

  $26,886   $27,433    (2)%  100 100  $27,399   $26,886    2 100 100
  

 

   

 

   

 

  

 

  

 

 

For the three months ended July 31, 2017,2018, the 2% decreaseincrease in revenues over the three months ended July 31, 20162017 was attributable primarily to a 13% decrease96% increase in license feesubscription fees revenues, and to a lesser extent a 1% decrease6% increase in professional services and othermaintenance revenues, respectively when compared to the same period last year. This decreaseincrease was partially offset by a 2% increase58% decrease in maintenancelicense revenues.

Due to intense competition in our industry, we do discount license fees from our published list price. Numerous factors contribute to the amount of the discounts provided, such as previous customer purchases, the number of customer sites utilizing the software, the number of modules purchased and the number of users, as well as the overall size of the contract. While all these factors may affect the discount amount of a particular contract, the overall percentage discount has not materially changed in the recent reported fiscal periods.

The change in our revenues from period to period is primarily due to the volume of products and related services sold in any period and the amount of products or modules purchased with each sale.

International revenues represented approximately 20% and 17% of total revenues in the three months ended July 31, 20172018 and 2016,2017, respectively. Our revenues, in particular our international revenues, may fluctuate substantially from period to period primarily because we derive most of our license fee revenues from a relatively small number of customers in a given period.

License Revenues

 

  Three Months Ended July 31,   Three Months Ended July 31, 
  2017   2016   % Change   2018   2017   % Change 
  (in thousands)       (in thousands)     

Enterprise Resource Planning

  $135   $535    (75)% 

Supply Chain Management

   3,880    4,092    (5  $1,682   $4,003    (58)% 

Other

   20    12    67
  

 

   

 

     

 

   

 

   

Total license revenues

  $4,015   $4,627    (13)%   $1,702   $4,015    (58)% 
  

 

   

 

     

 

   

 

   

For the three months ended July 31, 2017,2018, license fee revenues decreased 13%58% when compared to the same period in the prior year. In the three months ended July 31, 2017,2018, license fee revenues from our SCM business unitsegment decreased 5%58% when compared to the correspondingsame period in the prior year. We believe that the decrease in software purchases in the first quarter was partlyyear due to the overall uncertaintyan increase in the direction of the global economy and increased sales of our products on Logility’s Cloud Services platform that require revenue to be deferred over the life of the contracted period, which is typically one to three years. Our SCM business unitsegment constituted 97%approximately 99% and 88%100% of total license fee revenues for the three months ended July 31, 20172018 and 2016,2017, respectively. Our ERP business unitOther segment license fee revenues decreasedincreased by 75%67% for the three months ended July 31, 20172018 when compared to the same period in the prior year primarily due to decreased license feetiming of additional sales to the apparel and retail industries as a result of the current economic difficulties in those verticals and increased sales of our products on NGC’s Cloud Services platform that require revenue to be deferred over the life of the contracted period, which is typically one to three years.existing ERP customers.

The direct sales channel provided approximately 86%89% of license fee revenues for the three months ended July 31, 2017,2018, compared to approximately 82%86% in the comparable quarter a year ago. The increase in the proportion of sales by our direct sales channel was due to a 28% decrease in license fee revenue from Logility’sour indirect sales channel which is transitioning to the Cloud Services platform fasterselling more SaaS contracts than our direct channel .channel. For the three months ended July 31, 20172018 and 2016,2017, our margins after commissions on direct sales were approximately 83%92% and 89%84%, respectively. The increase in margins decreased in the current periodis due to the mix of sales commission rates based on each individual salespersons’ quotas and related achievement. For the three months ended July 31, 20172018 and 2016,2017, our margins after commissions on indirect sales were approximately 51%50% and 35%55%, respectively. The indirect channel margins for the current quarter increased when compared to the same periodperiods in the prior year due to the mix of value-added reseller (“VAR”) commission rates. These margin calculations include only commission expense for comparative purposes and do not include other costs of license fees such as amortization of capitalized software.

Services and Other RevenuesSubscription Fees

 

   Three Months Ended July 31, 
   2017   2016   % Change 
   (in thousands)     

Enterprise Resource Planning

  $1,230   $1,108    11

Supply Chain Management

   6,444    6,099    6 

IT Consulting

   4,369    5,014    (13
  

 

 

   

 

 

   

Total services and other revenues

  $12,043   $12,221    (1)% 
  

 

 

   

 

 

   
   Three Months Ended July 31, 
   2018   2017   % Change 
   (in thousands)     

Supply Chain Management

  $3,168   $1,619    96
  

 

 

   

 

 

   

Total Subscription Fees revenues

  $3,168   $1,619    96
  

 

 

   

 

 

   

For the three months ended July 31, 2017, services revenue decreased2018, subscription fees revenues increased by 1%96% due to the decreased servicesincreased subscription fees revenues from our IT Consulting segment. This decrease was partially offset by an increase in servicesSCM segment which increased sales of our products on our Cloud Services platform that require revenue from our ERP and Supply Chain Management segment. Forto be deferred over the three months ended July 31, 2017, our IT Consulting segment’s revenues decreased 13% when compared to the prior year period due to less project work when compared to the same period last year becauselife of the completion in that priorcontracted period, of an IT project from one of our larger customers. For the three months ended July 31, 2017, services and other revenues from our ERP segment increased by 11% when compared to the same period in the prior year due to an increase in project work particularly at NGC. For the three months ended July 31, 2017, our SCM business unit’s revenues increased 6% due primarily to increases in services revenue related to our Logility Cloud Services area and an increase in utilization from project implementation services from higher license fees in recent periods. We have observed that therewhich is a tendency for services and other revenues, other than from IT Consulting, to lag changes in license revenues bytypically one to three quarters, as new licenses in one quarter often involve implementation and consulting services in subsequent quarters, for which we recognize revenues only as we perform those services.years.

For the three months ended July 31, 2017,2018, Cloud Services ACV increased approximately 92%71% to $7.7$13.2 million compared to $4.0$7.7 million in the same period of the prior year. ACV is comprised ofsoftware-as-a-service (“SAAS”) SaaS of $5.4$10.4 million compared to approximately $2.1$5.4 million during the same period last year and other cloud services ACV of $2.3$2.8 million compared to $1.9$2.3 million during the same period last year. ACV is a forward-looking operating measure used by management to better understand cloud services (SaaS and other related cloud services) revenue trends within our business, as it reflects our current estimate of revenue to be generated under existing client contracts in the forward12-month period.

Maintenance RevenuesProfessional Services and other revenues

 

   Three Months Ended July 31, 
   2017   2016   % Change 
   (in thousands)     

Enterprise Resource Planning

  $1,440   $1,365    5

Supply Chain Management

   9,388    9,220    2 
  

 

 

   

 

 

   

Total maintenance revenues

  $10,828   $10,585    2
  

 

 

   

 

 

   
   Three Months Ended July 31, 
   2018   2017   % Change 
   (in thousands)     

Supply Chain Management

  $5,446   $5,840    (7)% 

IT Consulting

   5,357    4,369    23

Other

   205    215    (4)% 
  

 

 

   

 

 

   

Total Professional Services and other revenues

  $11,008   $10,424    6
  

 

 

   

 

 

   

For the three months ended July 31, 2017,2018, professional services and other revenues increased by 6% due to the increased services revenues from our IT Consulting segment. This increase was partially offset by a decrease in professional services and other revenues from our Supply Chain Management and Other segments. For the three months ended July 31, 2018, our IT Consulting segment’s revenues increased 23% when compared to the prior year period due to an increase in project work from existing and new customers when compared to the same period last year. For the three months ended July 31, 2018, our SCM segment’s revenues decreased 7% due primarily to timing of some implementation project work ending during the quarter before new projects could start. We have observed that there is a tendency for services and other revenues, other than from IT Consulting, to lag changes in license and subscription revenues by one to three quarters, as new licenses and subscriptions in one quarter often involve implementation and consulting services in subsequent quarters, for which we recognize revenues only as we perform those services.

Maintenance Revenues

   Three Months Ended July 31, 
   2018   2017   % Change 
   (in thousands)     

Supply Chain Management

  $11,162   $10,423    7

Other

   359    405    (11)% 
  

 

 

   

 

 

   

Total maintenance revenues

  $11,521   $10,828    6
  

 

 

   

 

 

   

For the three months ended July 31, 2018, maintenance revenues increased 2%6% when compared to the same period in the prior year. Our SCM maintenance revenue increase 7% when compared to the same period last year due primarily to our recent Halo acquisition in the third quarter of fiscal 2018, improved customer retention and increased license fees in recent periods. LogilityThe SCM segment accounted for 87%97% and 96% of total maintenance revenues for the three months ended July 31, 2018 and 2017, and 2016.respectively. Typically, our maintenance revenues have had a direct relationship to current and historic license fee revenues, since new licenses are the potential source of new maintenance customers.

GROSS MARGIN

The following table provides both dollar amounts (in thousands) and percentage measures of gross margin:

 

   Three Months Ended July 31, 
   2017      2016     

Gross margin on license fees:

  $2,508    62 $2,804    61

Gross margin on services and other:

   4,116    34   3,168    26 

Gross margin on maintenance:

   8,601    79   7,824    74 
  

 

 

    

 

 

   

Total gross margin:

  $15,225    57 $13,796    50
  

 

 

    

 

 

   
   Three Months Ended July 31, 
   2018      2017     

Gross margin on License Fees:

  $(12   (1)%  $2,508    62

Gross margin on Subscription Fees:

   2,100    66  939    58

Gross margin on Professional Services and other:

   2,342    21  3,177    30

Gross margin on Maintenance:

   9,322    81  8,601    79
  

 

 

    

 

 

   

Total gross margin:

  $13,752    50 $15,225    57
  

 

 

    

 

 

   

For the three months ended July 31, 2017,2018, our total gross margin percentage increaseddecreased when compared to the same period in the prior year primarily due to our higher marginlower margins on license fee revenue and professional services and other revenue, partially offset by higher margins on subscription fees and maintenance revenue, and to a lesser extent, higher license fee margin.revenue.

Gross Margin on License Fees

License fee gross margin percentage for the three months ended July 31, 2017 increased slightly2018 decreased when compared to the same period in the prior year. License fee gross margin percentage tends to be directly related to the level of license fee revenues due to the relatively fixed cost of computer software amortization expense, amortization of acquired software and the sales mix between our direct and indirect channels.

Gross Margin on Subscription Fees

Our gross margin percentage on subscription fees revenues increased from 58% for the three months ended July 31, 2017 to 66% for the three months ended July 31, 2018 primarily due to the increase in subscription revenue, compared to a lower incremental increase in cost.

Gross Margin on Professional Services and Other

Our gross margin percentage on professional services and other revenues increaseddecreased from 26%30% for the three months ended July 31, 20162017 to 34%21% for the three months ended July 31, 2017.2018. This increasedecrease was primarily due to higherlower gross margins in our SCM segment services gross margin was 31%of 38% and 43%19% for the three months ended July 31, 20162017 and 2017,2018, respectively due to increase in Logility Cloud Services revenue and an increase inlower billing utilization from project implementation services from higher license fees in recent periods.several large projects ending during the quarter. The increase is also partly due to our ERPOther segment which increased from 36% to 40%remained flat at 38% for the three months ended July 31, 20162017 and 2017, respectively due to improved billing utilization rates.2018. Our IT Consulting segment The Proven Method, Inc., services gross margin also increased from 18%20% and 20%23% for the three months ended July 31, 20162017 and 2017, respectively.2018, respectively, due to higher margin projects in the current quarter. Services and other gross margin is directly related to the level of services and other revenues. The primary component of cost of services and other revenues is services staffing, which is relatively inelastic in the short term.

Gross Margin on Maintenance

Maintenance gross margin percentage for the three months ended July 31, 20172018 increased by 5% pointsto 81% from 79% when compared to the same period last year due to lower headcount and an increase in maintenance revenue. The primary component of cost of maintenance revenue is maintenance staffing, which is relatively inelastic in the short term.

EXPENSES

 

   Three Months Ended July 31, 
           % of Revenue 
   2017   2016   2017  2016 
   (in thousands)        

Research and development

  $2,507   $3,100    9  11

Sales and marketing

   5,233    5,471    19   20 

General and administrative

   3,515    3,511    13   13 

Amortization of acquisition-related intangible assets

   348    68    1   —   

Other income, net

   599    660    2   2 

Income tax expense

   1,496    618    6  2

   Three Months Ended July 31, 
           % of Revenue 
   2018   2017   2018  2017 
   (in thousands)        

Research and development

  $3,675   $2,507    13  9

Sales and marketing

  $5,180   $5,233    20  20

General and administrative

  $4,193   $3,515    15  13

Amortization of acquisition-related intangible assets

  $97   $348    —    1

Other income, net

  $753   $599    3  2

Income tax (benefit)/expense

  $(25  $1,496    —    6

Research and Development

Gross product research and development costs include allnon-capitalized and capitalized software development costs. A breakdown of the research and development costs is as follows:

 

  Three Months Ended July 31,   Three Months Ended July 31, 
  2017 2016 % Change   2018 2017 % Change 
  (in thousands)     (in thousands)     

Total capitalized computer software development costs

  $1,287  $636  102  $884  $1,287  (31)% 

Percentage of gross product research and development costs

   34 17    19 34 

Total research and development expense

   3,675  2,507  47
  

 

  

 

    

 

  

 

  

Total research and development expense

   2,507  3,100  

Percentage of total revenues

   9 11    13 9 

Total gross research and development expense and capitalized computer software development costs

  $3,794  $3,736    $4,559  $3,794  20
  

 

  

 

    

 

  

 

  

Percentage of total revenues

   14 14 

Total amortization of capitalized computer software development costs *

  $871  $990  (12)% 

   Three Months Ended July 31, 
   2018  2017  % Change 
   (in thousands)       

Percentage of total revenues

   17  14 

Total amortization of capitalized computer software development costs *

  $1,053  $871   21

 

*

Included in cost of license fees

For the three months ended July 31, 2017,2018, gross product research and development costs remained relatively flatincreased 20% when compared to the same period in the previous year.year due partially to the recent Halo acquisition in the third quarter of fiscal 2018 and increased headcount in our SCM segment. We expect capitalized product development costs to decrease due to timing of projects and we expect capitalized software amortization expense to be relatively stable in coming quarters. Costs included in gross product development are salaries of product development personnel, hardware lease expense, computer software expense, telephone expense and rent.

Sales and Marketing

For the three months ended July 31, 2017,2018, sales and marketing expenses decreased 4%remained relatively flat when compared to the same period a year ago primarily due an decrease in headcount and related costs and lower commissions due to lower license fee sales. We generally include commissions on indirect sales in cost of sales.ago.

General and Administrative

For the three months ended July 31, 2017,2018, general and administrative expenses were flatincreased 19% when compared to the same period a year ago.ago, primarily due to the recent Halo acquisition in the third quarter of fiscal 2018 and increases in salary and audit fees.

At July 31, 2017,2018, the total number of employees was 378471 compared to 440378 at July 31, 2016.2017.

Operating Income/(Loss)

 

  Three Months Ended July 31,   Three Months Ended July 31, 
  2017   2016   % Change   2018   2017   % Change 
  (in thousands)       (in thousands)     

Enterprise Resource Planning *

  $(1,515  $(1,416   (7)% 

Collaborative Supply Chain Management

   4,904    2,852    72 

Supply Chain Management

  $3,067   $5,869    (48)% 

IT Consulting

   233    210    11    360    233    55

Other*

   (2,820   (2,480   14
  

 

   

 

     

 

   

 

   

Total Operating Income

  $3,622   $1,646    120  $607   $3,622    (83)% 
  

 

   

 

     

 

   

 

   

*

includes corporate overhead and other common expenses.

Our ERPSCM segment operating loss increased 7%income decreased 48% in the three months ended July 31, 20172018 compared to the same period in the prior year primarily due to lower revenues.revenues and the recent Halo acquisition in the third quarter of fiscal 2018.

Our SCMIT Consulting segment’s operating income increased by 72%55% for the three months ended July 31, 20172018 compared to same period last year primarily due to increased revenues and decreased headcount and related costs.gross margins.

Our IT ConsultingOther segment operating incomeloss increased 11%14% for the three months ended July 31, 20172018 when compared to the prior year due to improved gross margins.an increase in corporate expenses and a decrease in revenues.

*includes certain unallocated expenses.

Other Income

Other income is comprised of net interest and dividend income, rental income, exchange rate gains and losses, and realized and unrealized gains and losses from investments. For the three months ended July 31, 2017,2018, the decreaseincrease in other income wasis primarily due primarily to lower rental income from the sale of real estatehigher unrealized gains on investments and an increase in the fourth quarter of fiscal 2017, lower interest income and a decrease in unrealized gain on investments when compared to the same period last year. This was partially offset by an exchange rate gainloss of $41,000$247,000 in the current quarter when compared to an exchange rate lossgain of $107,000$41,000 in the same period last year. We recorded a gain of approximately $388,000 for the three months ended July 31, 2018 and a gain of approximately $113,000 for the three months ended July 31, 2017, and a gain of approximately $216,000 for the three months ended July 31, 2016, from our trading securities.

For the three months ended July 31, 20172018 and 2016,2017, our investments generated an annualized yield of approximately 1.47%1.49% and 1.70%1.47%, respectively.

Income Taxes

We recognize deferred tax assets and liabilities based on the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. We measure deferred tax assets and liabilities using statutory tax rates in effect in the year in which we expect the differences to reverse. We establish a deferred tax asset for the expected future benefit of net operating loss and credit carry-forwards. Under the Income Tax Topic of the FASB Accounting Standards Codification, we cannot recognize a deferred tax asset for the future benefit of our net operating losses, tax credits and temporary differences unless we can establish that it is “more likely than not” that the deferred tax asset would be realized.

During the three months ended July 31, 2017,2018, we recorded an income tax benefit of $25,000 primarily due to a discrete stock compensation benefit of $274,000 net of normal income tax expense from operations. After adjusting for this discrete tax benefit, our effective tax rate was 35.4% compared to our effective tax rate of 26.8%would have been 18.3% in the three months ended July 31, 2016. This increase occurred because2018 compared to our tax effective rate of the tax benefit from higher stock option exercises35.4% in the three months ended July 31, 2017 which was prior year quarter.to the Tax Cuts and Jobs Act (the “Act”), enacted on December 22, 2017 which lowered our U.S. statutory federal income tax rate from 35% to 21%.

Operating Pattern

We experience an irregular pattern of quarterly operating results, caused primarily by fluctuations in both the number and size of software license contracts received and delivered from quarter to quarter and our ability to recognize revenues in that quarter in accordance with our revenue recognition policies. We expect this pattern to continue.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

Sources and Uses of Cash

We have historically funded, and continue to fund, our operations and capital expenditures primarily with cash generated from operating activities. The changes in net cash that our operating activities provide generally reflect the changes in net earnings andnon-cash operating items plus the effect of changes in operating assets and liabilities, such as investment trading securities, trade accounts receivable, trade accounts payable, accrued expenses and deferred revenue. We have no debt obligations oroff-balance sheet financing arrangements, and therefore, we used no cash for debt service purposes.

The following table shows information about our cash flows and liquidity positions during the three months ended July 31, 20172018 and 2016.2017. You should read this table and the discussion that follows in conjunction with our condensed consolidated statements of cash flows contained in “Item 1. Financial Statements” in Part I of this report and in our Annual Report on Form10-K for the fiscal year ended April 30, 2017.2018.

 

   Three Months Ended
July 31,
(in thousands)
 
   2017   2016 

Net cash provided by operating activities

  $4,015   $5,030 

Net cash used in investing activities

   (1,420   (780

Net cash used in financing activities

   (2,369   (1,417
  

 

 

   

 

 

 

Net change in cash and cash equivalents

  $226   $2,833 
  

 

 

   

 

 

 

   Three Months Ended
July 31,
(in thousands)
 
   2018   2017 

Net cash provided by operating activities

  $4,361   $4,015 

Net cash used in investing activities

   (1,598   (1,420

Net cash used in financing activities

   (702   (2,369
  

 

 

   

 

 

 

Net change in cash and cash equivalents

  $2,061   $226 
  

 

 

   

 

 

 

For the three months ended July 31, 2017,2018, the net decreaseincrease in cash provided by operating activities when compared to the same period last year was due primarily to the following:

(1) an increasea decrease in purchases of trading securities, (2) an increase in comparative decrease customer accounts receivables caused by the timing of closing customer sales and related collections, (3) higher proceeds from the maturity and sales of trading securities, (4) an increase in depreciation and amortization, (5) an increase in the comparative decrease in prepaid expenses when compared to the same period in the prior year due to the timing of purchases, and (6) an increase in stock-based compensation expense.

This increase in cash provided by operating activities was partially offset by: (1) an increase in the comparative decrease in deferred revenue due to timing of revenue recognition, (2) an increase in the relative decrease in accounts payable and other accruals due to timing of payments, (3) a decrease in stock-based compensation expense,net earnings, (4) a decrease in the comparative increase in prepaid expenses when compared to the same period in the prior year due to the timing of purchases, and (5) a decrease in depreciation and amortization

This decrease in cash provided by operating activities was partially offset by: (1) an increase in net earnings, (2) an increase in comparative decrease customer accounts receivables caused by the timing of closing customer sales and related collections, (3) a decrease in the comparative increase in deferred revenues due to timing of revenue recognition, (4) higher proceeds from the maturity and sales of trading securities, (5) an increase in deferred income tax, and (6) a lower gain on investments compared to the same period last year.year, and (5) a decrease in deferred income tax.

The increase in cash used in investing activities when compared to the same period in the prior year was due primarily to by higher capitalized computer software development costs partially offset by a decreasean increase in purchases of property and equipment.equipment, partially offset by lower capitalized computer software development costs.

The increasedecrease in cash used in financing activities compared to the prior year was due primarily to a decreasean increase in proceeds from exercise of stock options, andpartially offset by an increase in dividends paid.

The following table shows net changes in total cash, cash equivalents, and investments, which is one measure management uses to view net total cash generated by our activities:

 

  As of July 31,
(in thousands)
   As of July 31,
(in thousands)
 
  2017   2016   2018   2017 

Cash and cash equivalents

  $66,227   $51,837   $54,855   $66,227 

Short and long-term investments

   24,331    26,125    32,501    24,331 
  

 

   

 

   

 

   

 

 

Total cash and short and long-term investments

  $90,558   $77,962   $87,356   $90,558 
  

 

   

 

   

 

   

 

 

Net increase in total cash and investments (three months ended July 31)

  $770   $77 

Net (decrease) increase in total cash and investments (three months ended July 31)

  $(452  $770 

Our total activities used less cash and investments during the three months ended July 31, 2017,2018, when compared to the prior year period, primarily due to proceeds from the sale of real estate, partially offset by the purchase of anormal business in fiscal 2017.operations.

Days Sales Outstanding in accounts receivable were 57 days as of July 31, 2018, compared to 56 days as of July 31, 2017, compared to 60 days as of July 31, 2016.2017. This increase is primarily due to timing of cash collections. Our current ratio on July 31, 20172018 was 2.72.8 to 1 and on July 31, 2016 was 2.62017 was2.7 to 1.

Our business in recent periods has generated substantial positive cash flow from operations, excluding purchases and proceeds of sale of trading securities. For this reason, and because we had $90.6$87.4 million in cash and investments with no debt as of July 31, 2017,2018, we believe that our sources of liquidity and capital resources will be sufficient to satisfy our presently anticipated requirements during at least the next twelve months for working capital, capital expenditures and other corporate needs. However, at some future date we may need to seek additional sources of capital to meet our requirements. If such need arises, we may be required to raise additional funds through equity or debt financing. We do not currently have a bank line of credit. We can provide no assurance that bank lines of credit or other financing will be available on terms acceptable to us. If available, such financing may result in dilution to our shareholders or higher interest expense.

On August 19, 2002, our Board of Directors approved a resolution authorizing the repurchase of up to an additional 2.0 million shares of our Class A common stock. We have made and will make these repurchases through open market purchases at prevailing market prices. The timing of any repurchase will depend upon market conditions, the market price of our common stock and management’s assessment of our liquidity and cash flow needs. Under this repurchase plan, through July 31, 2017,2018, we have repurchased 1,053,679 shares of common stock at a cost of approximately $6.2 million. As of July 31, 2017,2018, under all repurchase plans previously authorized, including this most recent plan, we have repurchased a total of 4,588,632 shares of common stock at a cost of approximately $25.6 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have based the following discussion and analysis of financial condition and results of operations on our consolidated financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements in our Annual Report on Form10-K for the fiscal year ended April 30, 2017,2018, describes the significant accounting policies that we have used in preparing our consolidated financial statements. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue/collectability, bad debts, capitalized software costs, goodwill, intangible asset impairment, stock-based compensation and income taxes and contingencies.taxes. 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.

We believe the critical accounting policies listed below affect significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue RecognitionWe recognize revenue predominantly in accordance with the Software Revenue Recognition Topic of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification.We recognize license revenues in connection with license agreements for standard proprietary software upon delivery of the software, provided we deem collection to be probable, the fee is fixed or determinable, there is persuasive evidence of an arrangement, and VSOE existsFor information with respect to any undelivered elementsrevenue recognition policy, see Notes A and B of the arrangement. We generally bill maintenance fees annuallyNotes to Condensed Consolidated Financial Statements included elsewhere in advance and recognize the resulting revenues ratably over the term of the maintenance agreement. We derive revenues from services which primarily include consulting, implementation, training, SaaS, hosting and managed services. We bill for these services primarily under time and materials arrangements and recognize fees as we perform the services. Deferred revenues represent advance payments or billings for software licenses, services, and maintenance billed in advance of the time we recognize revenues. We record revenues from sales of third-party products in accordance with Principal Agent Considerations within the Revenue Recognition Topic of the FASB Accounting Standards Codification.Furthermore, we evaluate sales through our indirect channel on acase-by-case basis to determine whether the transaction should be recorded gross or net, including but not limited to assessing whether or not we (1) act as principal in the transaction, (2) take title to the products, (3) have risks and rewards of ownership, such as the risk of loss for collection, delivery, or returns, and (4) act as an agent or broker with compensation on a commission or fee basis. Accordingly, our sales through the DMI channel are typically recorded on a gross basis.this Quarterly Report.

Generally, our software products do not require significant modification or customization. Installation of the products is routine and is not essential to their functionality. Our sales frequently include maintenance contracts and professional services with the sale of our software licenses. We have established VSOE for our maintenance contracts and professional services. We determine fair value based upon the prices we charge to customers when we sell these elements separately. We defer maintenance revenues, including those sold with the initial license fee, based on VSOE, and recognize the revenue ratably over the maintenance contract period. We recognize consulting and training service revenues, including those sold with license fees, as we perform the services based on their established VSOE. We determine the amount of revenue we allocate to the licenses sold with services or maintenance using the “residual method” of accounting. Under the residual method, we allocate the total value of the arrangement first to the undelivered elements based on their VSOE and allocate the remainder to license fees. SaaS revenues are recognized ratably over the subscription term as the customer has no ability to take delivery of the software, and the underlying arrangements typically include a single fee for the service that is billed monthly, quarterly or annually.

Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of these customers were to deteriorate, resulting in an impairment of their ability to make payments, we may require additional allowances or we may defer revenue until we determine that collectability is probable. We specifically analyze accounts receivable and historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when we evaluate the adequacy of the allowance for doubtful accounts.

Valuation of Long-Lived and Intangible Assets. In accordance with the Intangibles-Goodwill and Other Topic of the FASB’s Accounting Standards Codification, we do not amortize goodwill and other intangible assets with indefinite lives. Our goodwill is subject to annual impairment tests, which require us to estimate the fair value of our business compared to the carrying value. The impairment reviews require an analysis of future projections and assumptions about our operating performance. Should such review indicate the assets are impaired, we would record an expense for the impaired assets.

In accordance with the Property, Plant, and Equipment Topic of the FASB’s Accounting Standards Codification, long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability would be measured by a comparison of the carrying amount of an asset to the 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, we recognize an impairment charge in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The determination of estimated future cash flows, however, requires management to make estimates. Future events and changes in circumstances may require us to record a significant impairment charge in the period in which such events or changes occur. Impairment testing requires considerable analysis and judgment in determining results. If other assumptions and estimates were used in our evaluations, the results could differ significantly.

Annual tests or other future events could cause us to conclude that impairment indicators exist and that our goodwill is impaired. For example, if we had reason to believe that our recorded goodwill and intangible assets had become impaired due to decreases in the fair market value of the underlying business, we would have to take a charge to income for that portion of goodwill or intangible assets that we believed was impaired. Any resulting impairment loss could have a material adverse impact on our financial position and results of operations. At July 31, 2017, our goodwill balance was $19.5 million and our intangible assets with definite lives balance was approximately $3.0 million, net of accumulated amortization.

Valuation of Capitalized Software Assets. We capitalize certain computer software development costs in accordance with the Intangibles-Goodwill and Other Topic of the FASB’s Accounting Standards Codification. 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, we capitalize all software development costs and report those costs at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. We make ongoing evaluations of the recoverability of our capitalized software projects by comparing the 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, we write off the amount by which the unamortized software development costs exceed net realizable value. We amortize capitalized computer software development costs ratably based on the projected revenues associated with the related software or on a straight-line basis over three years, whichever method results in a higher level of amortization. Amortization of capitalized computer software development costs is included in the cost of license revenues in the condensed consolidated statements of operations.

Stock-Based Compensation. We estimate the value of options granted on the date of grant using the Black-Scholes option pricing model. Management’s judgments and assumptions related to volatility, the expected term and the forfeiture rate are made in connection with the calculation of stock compensation expense. We periodically review all assumptions used in our stock option pricing model. Changes in these assumptions could have a significant impact on the amount of stock compensation expense.

Income Taxes. We provide for the effect of income taxes on our financial position and results of operations in accordance with the Income Tax Topic of the FASB’s Accounting Standards Codification. Under this accounting guidance, income tax expense is recognized for the amount of income taxes payable or refundable for the current year and for the change in net deferred tax assets or liabilities resulting from events that are recorded for financial reporting purposes in a different reporting period than recorded in the tax return. Management must make significant assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax asset. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws, allowable deductions, and projected tax credits. Changes in tax law or our interpretation of tax laws could significantly impact the amounts provided for income taxes in our financial position and results of operations. Our assumptions, judgments and estimates relative to the value of our deferred tax assets take into account our expectations of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years, which could significantly increase tax expense, could render inaccurate our current assumptions, judgments and estimates of recoverable net deferred taxes.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency. In the three months ended July 31, 2017,2018, we generated approximately 20% of our revenues outside the United States. We typically make international sales through our foreign branches or our Logility branch and denominate those sales typically in U.S. dollars, British pounds sterling or euros. However, expenses incurred in connection with these sales are typically denominated in the local currencies. We recorded an exchange rate lossesloss of approximately $41,000 and $107,000$247,000 for the three months ended July 31, 2017 and 2016, respectively.2018 compared to an exchange rate gain of $41,000 for the same period in the prior year. We estimate that a 10% movement in foreign currency rates would have had the effect of creating up to a $313,000$306,000 exchange gain or loss for the three months ended July 31, 2017.2018. We have not engaged in any hedging activities.

Interest Rates and Other Market Risks. We have no debt, and therefore limit our discussion of interest rate risk to risk associated with our investment profile. We manage our interest rate risk by maintaining an investment portfolio of trading investments with high credit quality and relatively short average maturities. These instruments include, but are not limited to, money-market instruments, bank time deposits, and taxable andtax-advantaged variable rate and fixed rate obligations of corporations, municipalities, and national, state, and local government agencies, in accordance with an investment policy approved by our Board of Directors. These instruments are denominated in U.S. dollars. The fair market value of these instruments as of July 31, 20172018 was approximately $85.8$77.9 million compared to $74.4$85.8 million as of July 31, 2016.2017.

We also hold cash balances in accounts with commercial banks in the United States and foreign countries. These cash balances represent operating balances only and are invested in short-term time deposits of the local bank. Such operating cash balances held at banks outside the United States are denominated in the local currency and are minor.

Many of our investments carry a degree of interest rate risk. When interest rates fall, our income from investments in variable-rate securities declines. When interest rates rise, the fair market value of our investments in fixed-rate securities declines. In addition, our investments in equity securities are subject to stock market volatility. Due in part to these factors, our future investment income may fall short of expectations or we may suffer losses in principal if forced to sell securities, which have seen a decline in market value due to changes in interest rates. We attempt to mitigate risk by holding fixed-rate securities to maturity, but, if our liquidity needs force us to sell fixed-rate securities prior to maturity, we may experience a loss of principal.

Inflation.Although we cannot accurately determine the amounts attributable thereto, we have been affected by inflation through increased costs of employee compensation and other operational expenses. To the extent permitted by the marketplace for our products and services, we attempt to recover increases in costs by periodically increasing prices.

Item 4.

Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting

Our disclosure controls and procedures (as defined in Rule13a-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

Our principal executive officer and principal financial officer, with the assistance of our Disclosure Committee, have conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our Annual Report onForm 10-K and Quarterly Reports onForm 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

Changes in Internal Control over Financial Reporting

There have not been any changesWe adopted and implemented Topic 606 in the first quarter of fiscal 2019, which impacted our consolidated balance sheet and our ongoing revenue recognition. See Note A and Note B within Notes to Condensed Consolidated Financial Statements for more information on the impacts of adopting Topic 606 and ongoing considerations. In connection with the adoption of Topic 606, we modified our internal control over financial reporting (as suchthis term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act), including our accounting policies and procedures, operational processes and documentation practices. These modifications included:

updates to our policies and procedures for revenue recognition, including assessment of SSP and documentation processes related to meeting the new criteria for revenue recognition;

changes to our contract review controls to take into account the new criteria for recognizing revenue, with specific focus on assessing whether the allocation objective is met;

the addition of controls for reviewing recoverability of contract assets and reevaluation of our significant contract judgments and estimates on a periodic basis; and

the addition of controls to address related required disclosures, including processes to evaluate changes in contract assets and liabilities and disaggregation of revenue.

Other than the impacts described above relating to the adoption of Topic 606, there have been no other changes in our internal control over financial reporting during the most recent fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

 

Item 1.

Legal Proceedings

We are not currently involved in legal proceedings requiring disclosure under this item.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our Annual Report on Form10-K for the fiscal year ended April 30, 2017.2018. There have been no material changes to the risk factors as previously disclosed in such Annual Report on Form10-K.

 

Item 2.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

 

Item 3.

Defaults Upon Senior Securities

Not applicable.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

Item 5.

Other Information

None.

 

Item 6.

Exhibits

 

Exhibit 3.1  Amended and Restated Articles of Incorporation, and amendments thereto. (1) (P)
Exhibit 3.2  Amended and RestatedBy-Laws dated May 18, 2009. (2)
Exhibit 10.1Exhibits 31.1-31.2.  RuleRetention Agreement, dated as of July 11, 2016, by and between American Software, Inc. and H. Allan Dow. (3)13a-14(a)
Exhibit 10.2/Retention Agreement, dated as of July 11, 2016, by and between American Software, Inc. and J. Michael Edenfield. (4)15d-14(a)
Exhibit 10.3Retention Agreement, dated as of July 11, 2016, by and between American Software, Inc. and Vincent C. Klinges. (5)
Exhibit 10.4Retention Agreement, dated as of July 11, 2016, by and between American Software, Inc. and James R. McGuone. (6)
Exhibits 31.1Rule13a-14(a)/15d-14(a) Certifications
Exhibits 31.2.Rule13a-14(a)/15d-14(a) Certifications
Exhibit 32.1.  Section 906 Certifications
Exhibit 101.INS  XBRL Instance Document.
Exhibit 101.SCH  XBRL Taxonomy Extension Schema Document.
Exhibit 101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.DEF  XBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.LAB  XBRL Taxonomy Extension Label Linkbase Document.
Exhibit 101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document.

 

(1)

Incorporated by reference herein. Filed by the Company as an exhibit to its Quarterly Report filed on Form10-Q for the quarter ended October 31, 1990. (P) Filed in paper format.

(2)

Incorporated by reference herein. Filed by the Company as an exhibitExhibit 3.1 to its Quarterly Report filed on Form10-Q for the quarter ended January 31, 2010.

(3)Incorporated by reference herein. Filed by the Company as Exhibit 10.1 to its Current Report on Form8-K-/A filed on July 13, 2017.
(4)Incorporated by reference herein. Filed by the Company as Exhibit 10.2 to its Current Report on Form8-K filed on July 15, 2016.
(5)Incorporated by reference herein. Filed by the Company as Exhibit 10.3 to its Current Report on Form8-K filed on July 15, 2016.
(6)Incorporated by reference herein. Filed by the Company as Exhibit 10.4 to its Current Report on Form8-K filed on July 15, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AMERICAN SOFTWARE, INC.
Date: September 8, 20177, 2018  By: 

/s/ James C. Edenfield

   James C. Edenfield
   

Executive Chairman, Treasurer and Director

(Principal Executive Officer)

Date: September 8, 20177, 2018  By: 

/s/ Vincent C. Klinges

   Vincent C. Klinges
   

Chief Financial Officer

(Principal Financial Officer)

Date: September 8, 20177, 2018  By: 

/s/ Bryan L. Sell

   Bryan L. Sell
   Controller and Principal Accounting Officer

 

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