UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)


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

For the quarterly period ended October 31, ~~2020~~2021


☐			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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	AMSWA	NASDAQ Global Select Market

_________________

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large ~~accelerated filer~~Accelerated Filer

☐

Accelerated Filer

☒

Non-accelerated filer

☐

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 in Rule 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 December 1, ~~2020~~2021
Class A Common Stock, $.10 par value						~~30,764,645~~ 31,676,176 Shares
Class B Common Stock, $.10 par value						1,821,587 Shares

Table of Contents

AMERICAN SOFTWARE, INC. AND SUBSIDIARIES

Form 10-Q

Quarter ended October 31, ~~2020~~2021

Index


Page No
Part I—Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as oof f October 31, ~~2020~~2021 and April 30, ~~2020~~2021	3

	Condensed Consolidated Statements of Operations for the T ~~hree~~Three and Six ~~Six~~Months ende d October ~~Months ended~~ ~~October~~31, ~~2020~~2021 and ~~2019~~2020	4

	Condensed Consolidated Statements of S hare ~~holder~~s 'holders' Equity for the Three and Six Months ende d October 31, ~~2020~~2021 and ~~2019~~2020	5

	Condensed Consolidated Statements of Cash Flows for the Six Months ~~ended~~ende d October 31, ~~2020~~2021 and ~~2019~~2020	6

	Notes to Condensed Consolidated Financial Statements – Unaudited	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3734

Item 4.	Controls and Procedures	3835

Part II—Other Information

Item 1.	Legal Proceedings	3936

Item 1A.	Risk Factors	3936

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3936

Item 3.	Defaults Upon Senior Securities	3936

Item 4.	Mine Safety Disclosures	3936

Item 5.	Other Information	3936

Item 6.	Exhibits	3936

Signatures		4037

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

American Software, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


		October 31, 2020		April 30, 2020			October 31, 2021		April 30, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	81,786	$	79,814	Cash and cash equivalents	$	94,201	$	88,658
Investments	Investments	12,357		14,161		Investments	17,163		16,006
Trade accounts receivable, less allowance for doubtful accounts of $372 at October 31, 2020 and $264 at April 30, 2020:
Trade accounts receivable, less allowance for doubtful accounts of $441 at October 31, 2021 and $430 at April 30, 2021:						Trade accounts receivable, less allowance for doubtful accounts of $441 at October 31, 2021 and $430 at April 30, 2021:
Billed	Billed	18,499		22,582		Billed	19,662		24,438
Unbilled	Unbilled	2,499		2,425		Unbilled	2,475		2,201
Prepaid expenses and other current assets	Prepaid expenses and other current assets	6,673		6,684		Prepaid expenses and other current assets	7,375		5,320
Total current assets	Total current assets	121,814		125,666		Total current assets	140,876		136,623
Investments—noncurrent		472		701
Property and equipment, net of accumulated depreciation of $30,269 at October 31, 2020 and $29,959 at April 30, 2020		3,225		3,373
Capitalized software, net of accumulated amortization of $36,871 at October 31, 2020 and $34,611 at April 30, 2020		6,473		8,362

Property and equipment, net of accumulated depreciation of $30,936 at October 31, 2021 and $30,581 at April 30, 2021						Property and equipment, net of accumulated depreciation of $30,936 at October 31, 2021 and $30,581 at April 30, 2021	3,689		3,428
Capitalized software, net of accumulated amortization of $40,536 at October 31, 2021 and $38,826 at April 30, 2021						Capitalized software, net of accumulated amortization of $40,536 at October 31, 2021 and $38,826 at April 30, 2021	3,057		4,767
Goodwill	Goodwill	25,888		25,888		Goodwill	25,888		25,888
Other intangibles, net of accumulated amortization of $12,867 at October 31, 2020 and $12,243 at April 30, 2020		509		1,132
Other intangibles, net of accumulated amortization of $13,121 at October 31, 2021 and $13,015 at April 30, 2021						Other intangibles, net of accumulated amortization of $13,121 at October 31, 2021 and $13,015 at April 30, 2021	254		360
Lease right of use assets	Lease right of use assets	1,813		2,053		Lease right of use assets	1,249		1,454
Deferred sales commissions—noncurrent	Deferred sales commissions—noncurrent	1,909		2,177		Deferred sales commissions—noncurrent	2,256		2,474

Other assets	Other assets	1,899		1,941		Other assets	2,339		2,163
Total assets	Total assets	$	164,002	$	171,293	Total assets	$	179,608	$	177,157
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,640	$	1,643	Accounts payable	$	1,994	$	1,732
Accrued compensation and related costs	Accrued compensation and related costs	3,139		6,635		Accrued compensation and related costs	4,281		6,129
Dividends payable	Dividends payable	3,576		3,547		Dividends payable	3,676		3,615
Operating lease obligations	Operating lease obligations	797		763		Operating lease obligations	665		739
Other current liabilities	Other current liabilities	790		643		Other current liabilities	611		1,307
Deferred revenue	Deferred revenue	31,206		34,227		Deferred revenue	35,968		37,142
Total current liabilities	Total current liabilities	41,148		47,458		Total current liabilities	47,195		50,664
Deferred income taxes	Deferred income taxes	2,553		2,897		Deferred income taxes	2,527		2,627
Long-term operating lease obligations	Long-term operating lease obligations	1,137		1,424		Long-term operating lease obligations	669		821

Other long-term liabilities	Other long-term liabilities	111		92		Other long-term liabilities	370		654
Total liabilities	Total liabilities	44,949		51,871		Total liabilities	50,761		54,766
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common stock:	Common stock:					Common stock:
Class A, $.10 par value. Authorized 50,000,000 shares: 35,277,846 (30,689,214, net) shares issued and outstanding respectively at October 31, 2020 and 35,000,649 (30,412,017, net) shares issued and outstanding respectively at April 30, 2020		3,528		3,500
Class B, $.10 par value. Authorized 10,000,000 shares: 1,821,587 shares issued and outstanding at October 31, 2020 and April 30, 2020; convertible into Class A Common Shares on a one-for-one basis		182		182
Class A, $.10 par value. Authorized 50,000,000 shares: 36,174,808 (31,586,176, net) shares issued and outstanding respectively at October 31, 2021 and 35,629,566 (31,040,934, net) shares issued and outstanding respectively at April 30, 2021						Class A, $.10 par value. Authorized 50,000,000 shares: 36,174,808 (31,586,176, net) shares issued and outstanding respectively at October 31, 2021 and 35,629,566 (31,040,934, net) shares issued and outstanding respectively at April 30, 2021	3,617		3,563
Class B, $.10 par value. Authorized 10,000,000 shares: 1,821,587 shares issued and outstanding at October 31, 2021 and April 30, 2021; convertible into Class A Common Shares on a 1-for-one basis						Class B, $.10 par value. Authorized 10,000,000 shares: 1,821,587 shares issued and outstanding at October 31, 2021 and April 30, 2021; convertible into Class A Common Shares on a 1-for-one basis	182		182
Additional paid-in capital	Additional paid-in capital	154,335		150,312		Additional paid-in capital	166,969		159,492
Retained deficit	Retained deficit	(13,433)		(9,013)		Retained deficit	(16,362)		(15,287)
Class A treasury stock, 4,588,632 shares at October 31, 2020 and April 30, 2020, at cost		(25,559)		(25,559)
Class A treasury stock, 4,588,632 shares at October 31, 2021 and April 30, 2021, at cost						Class A treasury stock, 4,588,632 shares at October 31, 2021 and April 30, 2021, at cost	(25,559)		(25,559)
Total shareholders’ equity	Total shareholders’ equity	119,053		119,422		Total shareholders’ equity	128,847		122,391
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	164,002	$	171,293	Total liabilities and shareholders’ equity	$	179,608	$	177,157

See accompanying notes to condensed consolidated financial statements—unaudited.

Table of Contents

American Software, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended October 31,				Six Months Ended October 31,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenues:
Revenue:										Revenue:
Subscription fees	Subscription fees	$	6,966	$	5,492	$	13,329	$	9,950	Subscription fees	$	10,361	$	6,966	20,149		13,329
License	License	450		1,046		1,237		2,824		License	805		450		$	1,297	$	1,237
Professional services and other	Professional services and other	10,242		10,826		20,056		20,963		Professional services and other	10,779		10,242		20,308		20,056
Maintenance	Maintenance	10,223		10,846		20,537		21,856		Maintenance	9,266		10,223		18,728		20,537
Total revenues		27,881		28,210		55,159		55,593
Cost of revenues:
Total revenue										Total revenue	31,211		27,881		60,482		55,159
Cost of revenue:										Cost of revenue:
Subscription fees	Subscription fees	2,946		2,610		5,705		4,735		Subscription fees	3,404		2,946		6,628		5,705
License	License	553		1,007		1,228		2,387		License	198		553		357		1,228
Professional services and other	Professional services and other	7,624		7,543		15,454		14,948		Professional services and other	7,477		7,624		14,487		15,454
Maintenance	Maintenance	1,941		1,864		3,714		3,715		Maintenance	1,746		1,941		3,720		3,714
Total cost of revenues		13,064		13,024		26,101		25,785
Total cost of revenue										Total cost of revenue	12,825		13,064		25,192		26,101
Gross margin	Gross margin	14,817		15,186		29,058		29,808		Gross margin	18,386		14,817		35,290		29,058
Research and development	Research and development	4,337		4,209		8,432		7,537		Research and development	4,278		4,337		8,702		8,432
Sales and marketing	Sales and marketing	5,429		5,148		10,173		10,727		Sales and marketing	5,892		5,429		12,012		10,173
General and administrative	General and administrative	4,367		4,908		8,831		9,729		General and administrative	5,476		4,367		10,010		8,831
Amortization of acquisition-related intangibles	Amortization of acquisition-related intangibles	53		78		106		175		Amortization of acquisition-related intangibles	53		53		106		106
Total operating expenses	Total operating expenses	14,186		14,343		27,542		28,168		Total operating expenses	15,699		14,186		30,830		27,542
Operating income	Operating income	631		843		1,516		1,640		Operating income	2,687		631		4,460		1,516
Other income:
Other income\(loss):										Other income\(loss):
Interest income	Interest income	97		400		223		875		Interest income	97		97		190		223
Other, net	Other, net	(139)		312		1,067		362		Other, net	833		(139)		1,177		1,067
Earnings before income taxes	Earnings before income taxes	589		1,555		2,806		2,877		Earnings before income taxes	3,617		589		5,827		2,806
Income tax (benefit)/expense		(103)		(204)		80		(34)
Income tax expense\(benefit)										Income tax expense\(benefit)	303		(103)		(434)		80
Net earnings	Net earnings	$	692	$	1,759	$	2,726	$	2,911	Net earnings	$	3,314	$	692	$	6,261	$	2,726
Earnings per common share (a):	Earnings per common share (a):									Earnings per common share (a):
Basic	Basic	$	0.02	$	0.06	$	0.08	$	0.09	Basic	$	0.10	$	0.02	$	0.19	$	0.08
Diluted	Diluted	$	0.02	$	0.05	$	0.08	$	0.09	Diluted	$	0.10	$	0.02	$	0.18	$	0.08
Cash dividends declared per common share	Cash dividends declared per common share	$	0.11	$	0.11	$	0.22	$	0.22	Cash dividends declared per common share	$	0.11	$	0.11	$	0.22	$	0.22
Shares used in the calculation of earnings per common share:	Shares used in the calculation of earnings per common share:									Shares used in the calculation of earnings per common share:
Basic	Basic	32,489		31,609		32,414		31,440		Basic	33,337		32,489		33,195		32,414
Diluted	Diluted	32,896		32,310		32,919		32,066		Diluted	34,685		32,896		34,448		32,919

______________

(a)Basic per share amounts are the same for Class A and Class B shares. Diluted per share amounts for Class A shares are shown above. Diluted earnings per share for Class B shares under the two-class method are ~~$0.02~~$0.10 and ~~$0.06~~$0.02 for the three months ended October 31, 2021 and 2020 and ~~2019~~$0.19 and $0.09 ~~and $0.10~~ for the six months ended October 31, ~~2020~~2021 and ~~2019.~~2020. See Note ED to the Condensed Consolidated Financial Statements.

See accompanying notes to condensed consolidated financial statements—unaudited.

Table of Contents

American Software, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(in thousands, except share data)


		Common stock				Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity		Common stock				Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity
		Class A		Class B							Class A		Class B
For the Three Months Ended October 31, 2019		Shares	Amount	Shares	Amount
For the Three Months Ended October 31, 2020										For the Three Months Ended October 31, 2020	Shares	Amount	Shares	Amount	Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity

Balance at July 31, 2019		34,131,239	3,413	1,821,587	182	140,195	(4,028)	(25,559)	114,203
Proceeds from stock options exercised		499,443	50	—	—	4,856	—	—	4,906
Stock-based compensation		—	—	—	—	503	—	—	503
Net earnings		—	—	—	—	—	1,759	—	1,759
Dividends declared*		—	—	—	—	—	(3,505)	—	(3,505)
Balance at October 31, 2019		34,630,682	3,463	1,821,587	182	145,554	(5,774)	(25,559)	117,866
For the Three Months Ended October 31, 2020
Balance at July 31, 2020	Balance at July 31, 2020	35,231,396	3,523	1,821,587	182	153,218	(10,550)	(25,559)	120,814	Balance at July 31, 2020	35,231,396	3,523	1,821,587	182	153,218	(10,550)	(25,559)	120,814
Proceeds from stock options exercised	Proceeds from stock options exercised	46,450	5	—	—	466	—	—	471	Proceeds from stock options exercised	46,450	5	—	—	466	—	—	471
Stock-based compensation	Stock-based compensation	—	—	—	—	651	—	—	651	Stock-based compensation	—	—	—	—	651	—	—	651
Net earnings	Net earnings	—	—	—	—	—	692	—	692	Net earnings	—	—	—	—	—	692	—	692
Dividends declared*	Dividends declared*	—	—	—	—	—	(3,575)	—	(3,575)	Dividends declared*	—	—	—	—	—	(3,575)	—	(3,575)
Balance at October 31, 2020	Balance at October 31, 2020	35,277,846	3,528	1,821,587	182	154,335	(13,433)	(25,559)	119,053	Balance at October 31, 2020	35,277,846	3,528	1,821,587	182	154,335	(13,433)	(25,559)	119,053
For the Three Months Ended October 31, 2021										For the Three Months Ended October 31, 2021
Balance at July 31, 2021										Balance at July 31, 2021	36,028,566	3,603	1,821,587	182	164,299	(15,991)	(25,559)	126,534
Proceeds from stock options exercised*										Proceeds from stock options exercised*	146,242	14	—	—	1,628	—	—	1,642
Stock-based compensation										Stock-based compensation	—	—	—	—	1,042	—	—	1,042
Net earnings										Net earnings	—	—	—	—	—	3,314	—	3,314
Dividends declared*										Dividends declared*	—	—	—	—	—	(3,685)	—	(3,685)
Balance at October 31, 2021										Balance at October 31, 2021	36,174,808	3,617	1,821,587	182	166,969	(16,362)	(25,559)	128,847

*Amounts adjusted for rounding


		Common stock				Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity		Common stock				Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity
		Class A		Class B							Class A		Class B
For the Six Months Ended October 31, 2019		Shares	Amount	Shares	Amount
For the Six Months Ended October 31, 2020										For the Six Months Ended October 31, 2020	Shares	Amount	Shares	Amount	Additional paid-in capital	Retained deficit	Treasury stock	Total shareholders’ equity

Balance at April 30, 2019		33,979,739	3,398	1,821,587	182	138,315	(1,729)	(25,559)	114,607
Proceeds from stock options exercised		650,943	65	—	—	6,293	—	—	6,358
Stock-based compensation		—	—	—	—	946	—	—	946
Net earnings		—	—	—	—	—	2,911	—	2,911
Dividends declared*		—	—	—	—	—	(6,956)	—	(6,956)
Balance at October 31, 2019		34,630,682	3,463	1,821,587	182	145,554	(5,774)	(25,559)	117,866
For the Six Months Ended October 31, 2020
Balance at April 30, 2020	Balance at April 30, 2020	35,000,649	3,500	1,821,587	182	150,312	(9,013)	(25,559)	119,422	Balance at April 30, 2020	35,000,649	3,500	1,821,587	182	150,312	(9,013)	(25,559)	119,422
Proceeds from stock options exercised	Proceeds from stock options exercised	277,197	28	—	—	2,825	—	—	2,853	Proceeds from stock options exercised	277,197	28	—	—	2,825	—	—	2,853
Stock-based compensation	Stock-based compensation	—	—	—	—	1,198	—	—	1,198	Stock-based compensation	—	—	—	—	1,198	—	—	1,198
Net earnings	Net earnings	—	—	—	—	—	2,726	—	2,726	Net earnings	—	—	—	—	—	2,726	—	2,726
Dividends declared*	Dividends declared*	—	—	—	—	—	(7,146)	—	(7,146)	Dividends declared*	—	—	—	—	—	(7,146)	—	(7,146)
Balance at October 31, 2020	Balance at October 31, 2020	35,277,846	3,528	1,821,587	182	154,335	(13,433)	(25,559)	119,053	Balance at October 31, 2020	35,277,846	3,528	1,821,587	182	154,335	(13,433)	(25,559)	119,053
For the Six Months Ended October 31, 2021										For the Six Months Ended October 31, 2021
Balance at April 30, 2021										Balance at April 30, 2021	35,629,566	3,563	1,821,587	182	159,492	(15,287)	(25,559)	122,391
Proceeds from stock options exercised*										Proceeds from stock options exercised*	545,242	54	—	—	5,660	—	—	5,714
Stock-based compensation										Stock-based compensation	—	—	—	—	1,817	—	—	1,817
Net earnings										Net earnings	—	—	—	—	—	6,261	—	6,261
Dividends declared*										Dividends declared*	—	—	—	—	—	(7,336)	—	(7,336)
Balance at October 31, 2021										Balance at October 31, 2021	36,174,808	3,617	1,821,587	182	166,969	(16,362)	(25,559)	128,847

*Amounts adjusted for rounding

See accompanying notes to condensed consolidated financial statements—unaudited.

Table of Contents

American Software, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


		Six Months Ended October 31,					Six Months Ended October 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	2,726	$	2,911	Net earnings	$	6,261	$	2,726
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	3,194		4,428		Depreciation and amortization	2,170		3,194
Stock-based compensation expense	Stock-based compensation expense	1,198		946		Stock-based compensation expense	1,817		1,198
Net gain on investments	Net gain on investments	(803)		(356)		Net gain on investments	(1,193)		(803)
Deferred income taxes	Deferred income taxes	(344)		(131)		Deferred income taxes	(99)		(344)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Purchases of trading securities	Purchases of trading securities	(285)		(21,412)		Purchases of trading securities	(174)		(285)
Proceeds from maturities and sales of trading securities	Proceeds from maturities and sales of trading securities	3,119		16,975		Proceeds from maturities and sales of trading securities	210		3,119
Accounts receivable, net	Accounts receivable, net	4,009		2,180		Accounts receivable, net	4,502		4,009

Prepaid expenses and other assets	Prepaid expenses and other assets	322		(1,160)		Prepaid expenses and other assets	(2,013)		322
Accounts payable and other liabilities	Accounts payable and other liabilities	(3,344)		389		Accounts payable and other liabilities	(2,595)		(3,344)
Deferred revenue	Deferred revenue	(3,021)		(720)		Deferred revenue	(1,174)		(3,021)
Net cash provided by operating activities	Net cash provided by operating activities	6,771		4,050		Net cash provided by operating activities	7,712		6,771
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capitalized computer software development costs	Capitalized computer software development costs	(371)		(1,890)		Capitalized computer software development costs	—		(371)
Purchases of property and equipment, net of disposals	Purchases of property and equipment, net of disposals	(163)		(238)		Purchases of property and equipment, net of disposals	(615)		(163)

Net cash used in investing activities	Net cash used in investing activities	(534)		(2,128)		Net cash used in investing activities	(615)		(534)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from exercise of stock options	Proceeds from exercise of stock options	2,853		6,358		Proceeds from exercise of stock options	5,714		2,853
Dividends paid	Dividends paid	(7,118)		(6,884)		Dividends paid	(7,268)		(7,118)
Net cash used in financing activities	Net cash used in financing activities	(4,265)		(526)		Net cash used in financing activities	(1,554)		(4,265)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	1,972		1,396		Net change in cash and cash equivalents	5,543		1,972
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	79,814		61,288		Cash and cash equivalents at beginning of period	88,658		79,814
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	81,786	$	62,684	Cash and cash equivalents at end of period	$	94,201	$	81,786

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Income taxes, net of refunds	Income taxes, net of refunds	$	205	$	260	Income taxes, net of refunds	$	176	$	205
Supplemental disclosures of noncash operating, investing and financing activities:	Supplemental disclosures of noncash operating, investing and financing activities:					Supplemental disclosures of noncash operating, investing and financing activities:
Accrual of dividends payable	Accrual of dividends payable	$	3,576	$	3,505	Accrual of dividends payable	$	3,676	$	3,576

See accompanying notes to condensed consolidated financial statements—unaudited.

Table of Contents

AMERICAN SOFTWARE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements—Unaudited

October 31, ~~2020~~2021

A. Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated 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 October 31, ~~2020,~~2021, results of operations for the three and six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, consolidated statements of shareholders’ equity for the three and six months ended October 31, ~~2020~~2021 and ~~2019~~2020 and cash flows for the six months ended October 31, ~~2020~~2021 and ~~2019.~~2020. The Company’s results for the three ~~and six~~ months ended October 31, ~~2020~~2021 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 Form 10-K (the “Annual Report”) for the fiscal year ended April 30, ~~2020.~~2021. The terms “fiscal ~~2021”~~2022” and “fiscal ~~2020”~~2021” refer to our fiscal years ending April 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

The preparation of these Condensed 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~~revenue and expenses during the reporting period. Note 1 in the Notes to the Consolidated Financial Statements for fiscal ~~2020~~2021 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/reserves and allowances. 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.

Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of American Software, Inc. (“American Software”) and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

~~In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017–04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~, which simplifies the subsequent measurement of goodwill to eliminate Step 2 from the goodwill impairment test. In addition, it eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. ASU 2017–04 is effective for the Company’s fiscal year beginning May 1, 2020. The new guidance is required to be applied on a prospective basis. The adoption of ASU 2017–04 did not have a material impact on the Company's consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-15,~~ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (A Consensus of the FASB Emerging Issues Task Force). ASU 2018-15 provides additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract. The new guidance amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs following the internal use software capitalization criteria within Accounting Standards Codification ("ASC") Subtopic 350-40.

We adopted ASU 2018-15 on May 1, 2020, applying the guidance prospectively, and the adoption of this standard did not have an impact on our consolidated financial statements. Historically we have not capitalized implementation costs associated with cloud computing arrangements that are service contracts following the guidance in Subtopic 350-40, but we will do so pursuant to the clarifications provided in the new guidance on a go forward basis.

~~Table of~~ ~~Contents~~

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. This guidance is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted.

On May 1, 2020, we adopted ASU 2016-13 using the modified retrospective method applied for all financial assets measured at amortized cost. In estimating the allowance for credit losses, we considered the age of the accounts receivable, our historical write-offs, and the historical creditworthiness of the customer, among other factors. Should any of these factors change, the estimates made by us will also change accordingly, which could affect the level of our future allowances. We also analyzed future expected credit losses given ever present changes to future risks in projected economic conditions and future risks of customer collection. The net impact of the adoption of ASU 2016-13 was immaterial on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income ~~Taxes~~Taxes.. The new guidance eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating taxes ~~during the quarters~~for each quarter and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 ~~will be~~was effective for the Company beginning May 1, 2021 and would require us to recognize a cumulative effect adjustment to the opening balance of reinvested earnings, if applicable. ~~We do not expect our~~The adoption of ~~this guidance to~~ASU 2019-12 did not have a material impact on ~~our~~the Company's condensed consolidated financial statements.

B. Revenue Recognition

We recognize revenue when we transfer control of the promised goods or services to our customers, in an 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; and Software-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 – Identification of the Contract with the Customer

Table of Contents

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

Step 3 – Determination of the Transaction Price

Step 4 – Allocation of the Transaction Price to Distinct Performance Obligations

Step 5 – Attribution of Revenue for Each Distinct Performance Obligation

Nature of Products and ~~Services~~Services.

Subscription Fees. Subscription fees include SaaS ~~revenues~~revenue for the right to use the software for a limited period of time in an environment hosted by the Company or by a third party. The customer accesses and uses the software on an as-needed basis over the Internet or via a dedicated line; however, the customer has no right to take delivery of the software without incurring a significant penalty. The underlying arrangements typically include a single fee for the service that is billed monthly, quarterly or annually. 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 term of the arrangement.

Licenses. Our ~~perpetual and term~~ 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 period has begun and we have made the software available to the customer.

Our perpetual software licenses are sold with 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.

Professional Services and Other. Our services revenue consists of fees generated from consulting, implementation and training services, including reimbursements of out-pocket expenses in connection with our services. Services are typically

~~Table of~~ ~~Contents~~

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 professional services and other revenue was approximately $12,000 and $40,000 for the three and six months ended October 31, 2021 and $12,000 and $16,000 for the three and six months ended October 31, 2020, ~~respectively, and approximately $0.5 million and $0.9 million for the three and six months ended October 31, 2019,~~ 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 term of the agreement since the Company is standing ready to provide a series of maintenance services that are substantially the same each period over the term; therefore, time is the best measure of progress. Support services for subscriptions are included in the subscription fees and are recognized as a component of such fees.

Indirect Channel Revenue. We record ~~revenues~~revenue from sales made through the indirect sales channels on a gross basis, because we control the goods or services and act as the principal 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 provide specified goods or services and the party having discretion in establishing prices.

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

Significant Judgments. Many of our contracts include multiple performance obligations. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price ~~("SSP")~~(SSP) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations, except on-premise licenses, we are able to establish SSP based on the observable prices of products or services sold separately in comparable circumstances to similar ~~customers in comparable circumstances.~~customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. ~~Our~~Historically our on-premise licenses ~~historically~~ have not been sold on a standalone basis, as the vast majority of all customers elect to purchase on-premise license maintenance and support

Table of Contents

contracts at the time of an on-premise license purchase. We are unable to establish the SSP for our on-premise licenses based on observable prices, as the same products are sold for a broad range of prices (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for an on-premise license included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to on-premise license ~~revenues.~~revenue. Maintenance and support contracts are generally priced as a percentage of the net fees paid by the customer to access the on-premise license.

Contract Balances. Timing of invoicing to customers may differ from timing of revenue recognition and these timing differences result in unbilled accounts receivables or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheets. Fees for our software licenses are generally due within 30 days of contract execution. We have an established history of collecting under the terms of our software license contracts without providing refunds or concessions to our customers. SaaS solutions and maintenance are typically 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 timing of invoicing, we have determined that our contracts generally do not include 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 sheets in accordance with ASC Topic 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 October 31, ~~2020,~~2021, we recognized ~~$14.6~~$17.1 million of revenue that was included in the deferred revenue balance as

~~Table of~~ ~~Contents~~

of July 31, ~~2020.~~2021. During the six months ended October 31, ~~2020,~~2021, we recognized ~~$25~~$27.1 million of revenue that was included in the deferred revenue balance as of April 30, ~~2020.~~ 2021.


		October 31, 2020		April 30, 2020			October 31, 2021		April 30, 2021
		(in thousands)					(in thousands)

Deferred revenue, current	Deferred revenue, current	31,206		34,227		Deferred revenue, current	35,968		37,142
Deferred revenue, long-term		0		0
Deferred revenue, long-term*						Deferred revenue, long-term*	250		540
Total deferred revenue	Total deferred revenue	$	31,206	$	34,227	Total deferred revenue	$	36,218	$	37,682

*included in other long-term liabilities on the accompanying condensed consolidated balance sheets.

Remaining Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct 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 October 31, ~~2020,~~2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$78.0~~$123.3 million. The Company expects to recognize revenue on approximately ~~two-thirds~~47% 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
October 31, Six Months Ended
October 31,
2020 2019 2020 2019
(in thousands) (in thousands)
Revenues:
Domestic $ 23,659 $ 22,763 $ 46,799 $ 44,174
International 4,222 5,447 8,360 11,419
$ 27,881 $ 28,210 $ 55,159 $ 55,593

Table of Contents


	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Revenue:
Domestic	$	26,197	$	23,659	$	50,624	$	46,799
International	5,014		4,222		9,858		8,360
	$	31,211	$	27,881	$	60,482	$	55,159

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 deferred sales commissions—noncurrent, respectively, in the Company’s Condensed Consolidated Balance Sheets. Total deferred commissions at October 31, ~~2020~~2021 and April 30, ~~2020~~2021 were ~~$3.1~~$3.7 million and ~~$3.5~~$3.9 million, respectively. Amortization of sales

~~Table of~~ ~~Contents~~

commissions was $0.5 million and $1.0 million for the three and six months ended October 31, 2021, respectively, and $0.5 million and $0.9 million for the three and six months ended October 31, 2020, respectively, which is included in "Sales and marketing" expense in the accompanying Condensed Consolidated Statements of Operations. ~~NaN~~No impairment losses were recognized during the periods.

C. ~~Leases~~

~~The Company’s operating leases are primarily related to facility leases for administration and sales. The operating leases have terms ranging from~~ ~~three~~ to five years. While each of the leases includes renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities. The Company does not have any finance leases.

~~Balance sheet information related to operating leases is as follows (in thousands):~~


	~~October 31, 2020~~
~~Assets~~
~~Right of use assets~~	$	~~1,813~~

~~Liabilities~~
~~Current lease liabilities~~	~~797~~
~~Long-term lease liabilities~~	~~1,137~~
~~Total liabilities~~	$	~~1,934~~

~~Lease cost information related to operating leases is as follows (in thousands):~~

Three Months Ended October 31, 2020 Six Months Ended October 31, 2020
Lease cost
Operating lease cost $ 197 $ 391
Short-term lease cost 161 319
Variable lease cost 76 145
Total lease cost $ 434 $ 855

~~Lease costs are primarily included in "Sales and marketing" and "General and administrative" expenses in the Company’s Condensed Consolidated Statements of Operations.~~

The impact of the Company's leases on Condensed Consolidated Statement of Cash Flows is presented in the operating activities section, which mainly consisted of cash paid for operating lease liabilities of approximately $0.9 million during the six months ended October 31, 2020. On October 6, 2020, the Company extended the lease between Haymac LLC, and Logility, Inc., for an additional three years for the office building located in Massachusetts now ending on December 31, 2023.

~~Weighted average information associated with the measurement of the Company’s remaining operating lease obligations is as follows:~~


	~~October 31, 2020~~
~~Weighted average remaining lease term~~	~~2.8 years~~
~~Weighted average discount rate~~	~~3.3~~	%

~~Table of~~ ~~Contents~~

~~The following table summarizes the maturity of the Company’s operating lease liabilities as of October 31, 2020 (in thousands):~~


~~FY2021~~	$	~~407~~
~~FY2022~~	~~711~~
~~FY2023~~	~~486~~
~~FY2024~~	~~361~~
~~FY2025~~	20
~~Thereafter~~	0
~~Total operating lease payments~~	$	~~1,985~~
~~Less imputed interest~~	~~(51)~~
~~Total operating lease liabilities~~	$	~~1,934~~

The Company leases to other tenants a portion of its headquarters building that it owns in Atlanta, Georgia. The leases expire at various dates through October 2025. Lease income is included in "Other, net" in the Company’s Condensed Consolidated Statements of Operations and totaled approximately $79,000 and $150,000 for the three and six months ended October 31, 2020, respectively. Lease payments to be received as of October 31, 2020 are as follows (in thousands):


~~FY2021~~	$	93
~~FY2022~~	~~149~~
~~FY2023~~	96
~~FY2024~~	98
~~FY2025~~	~~100~~
~~Thereafter~~	50
~~Total~~	$	~~586~~

D. Declaration of Dividend Payable

On August 19, ~~2020,~~2021, 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, 2020~~3, 2021 to Class A and Class B shareholders of record at the close of business on November ~~20, 2020.~~19, 2021.

E.D. Earnings Per Common Share

The Company has two classes of common stock. Class B common shares are convertible into Class A common shares at any time, on a 1-for-one basis. Under the Company’s Articles of Incorporation, if dividends are declared, 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, the Company has computed the earnings per share in compliance with the Earnings Per Share Topic of the FASB ASC, which requires companies that have multiple classes of equity securities to use the “two-class” method in computing earnings per share.

For the Company’s basic earnings per share calculation, the Company uses the “two-class” method. Basic earnings per share are calculated by dividing net earnings attributable to each class of common stock by the weighted average number of shares outstanding. All undistributed earnings are allocated evenly between Class A and B common shares in the earnings per share calculation to the extent that earnings equal or exceed $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 shares to Class A shares. If Class B shares convert to Class A shares during the period, the distributed net earnings for Class B shares is calculated using the weighted average common shares outstanding during the period.

Table of Contents

Diluted earnings per share is calculated similarly to basic earnings per share, except that the calculation includes the dilutive effect of the assumed exercise of options issuable under the Company’s stock incentive plans. For the Company’s diluted earnings per share calculation for Class A shares, the Company uses the “if-converted” method. This calculation

~~Table of~~ ~~Contents~~

assumes that all Class B common shares are converted into Class A common shares and, as a result, assumes there are no holders of Class B common shares to participate in undistributed earnings.

For the Company’s diluted earnings per share calculation for Class B shares, the Company uses the “two-class” method. This calculation does not assume that all Class B common shares are converted into Class A common shares. In addition, this method assumes the dilutive effect of Class A stock options were converted to Class A shares and the undistributed earnings are allocated evenly to both Class A and B shares including Class A shares issued pursuant to those converted stock options. This allocation is based on management’s judgment after considering the dividend rights of the two-classes of common stock, the control of the Class B shareholders and the convertibility rights of the Class B shares into Class A shares.

The following tables set forth the computation of basic earnings per common share and diluted earnings per common share (in thousands except for per share amounts):

Basic earnings per common share:


	Three Months Ended October 31, 2021				Six Months Ended October 31, 2021
	Class A Common Shares		Class B Common Shares		Class A Common Shares		Class B Common Shares
Distributed earnings	$	0.11	$	0.11	$	0.22	$	0.22
Undistributed losses	(0.01)		(0.01)		(0.03)		(0.03)
Total	$	0.10	$	0.10	$	0.19	$	0.19
Distributed earnings	$	3,475	$	201	$	6,926	$	401
Undistributed losses	(342)		(20)		(1,007)		(59)
Total	$	3,133	$	181	$	5,919	$	342
Basic weighted average common shares outstanding	31,515		1,822		31,373		1,822


	Three Months Ended October 31, 2020				Six Months Ended October 31, 2020
	Class A Common Shares		Class B Common Shares		Class A Common Shares		Class B Common Shares
Distributed earnings	$	0.11	$	0.11	$	0.22	$	0.22
Undistributed losses	(0.09)		(0.09)		(0.14)		(0.14)
Total	$	0.02	$	0.02	$	0.08	$	0.08
Distributed earnings	$	3,375	$	201	$	6,745	$	402
Undistributed losses	(2,722)		(162)		(4,172)		(249)
Total	$	653	$	39	$	2,573	$	153
Basic weighted average common shares outstanding	30,667		1,822		30,592		1,822

Three Months Ended
October 31, 2019 Six Months Ended
October 31, 2019
Class A
Common
Shares Class B
Common
Shares Class A
Common
Shares Class B
Common
Shares
Distributed earnings $ 0.11 $ 0.11 $ 0.22 $ 0.22
Undistributed losses $ (0.05) $ (0.05) $ (0.13) $ (0.13)
Total $ 0.06 $ 0.06 $ 0.09 $ 0.09
Distributed earnings $ 3,303 $ 202 $ 6,552 $ 403
Undistributed losses $ (1,645) $ (101) $ (3,810) $ (234)
Total $ 1,658 $ 101 $ 2,742 $ 169
Basic weighted average common shares outstanding $ 29,787 $ 1,822 $ 29,618 $ 1,822

~~Table of~~ ~~Contents~~

Diluted EPS for Class A Common Shares Using the If-Converted Method

Three Months Ended October 31, ~~2020~~

Undistributed
& Distributed
Earnings
to Class A
Common
Shares Class A
Common
Shares EPS*
Per Basic $ 653 30,667 $ 0.02
Common Stock Equivalents — 407 —
653 31,074 0.02
Class B Common Share Conversion 39 1,822 —
Diluted EPS for Class A Common Shares $ 692 32,896 $ 0.02

~~Six Months Ended October 31, 2020~~

Undistributed
& Distributed
Earnings
to Class A
Common
Shares Class A
Common
Shares EPS*
Per Basic $ 2,573 30,592 $ 0.08
Common Stock Equivalents — 505 —
2,573 31,097 0.08
Class B Common Share Conversion 153 1,822 —
Diluted EPS for Class A Common Shares $ 2,726 32,919 $ 0.08

~~Three Months Ended October 31, 2019~~

Undistributed
& Distributed
Earnings
to Class A
Common
Shares Class A
Common
Shares EPS*
Per Basic $ 1,658 29,787 $ 0.06
Common Stock Equivalents — 701 —
1,658 30,488 0.05
Class B Common Share Conversion 101 1,822 —
Diluted EPS for Class A Common Shares $ 1,759 32,310 $ 0.05

~~Six Months Ended October 31, 2019~~

Undistributed
& Distributed
Earnings
to Class A
Common
Shares Class A
Common
Shares EPS*
Per Basic $ 2,742 29,618 $ 0.09
Common Stock Equivalents — 626 —
2,742 30,244 0.09
Class B Common Share Conversion 169 1,822 —
Diluted EPS for Class A Common Shares $ 2,911 32,066 $ 0.09

2021

1411

Table of Contents


	Undistributed & Distributed Earnings to Class A Common Shares		Class A Common Shares	EPS*
Per Basic	$	3,133	31,515	$	0.10
Common Stock Equivalents	—		1,348	—
	3,133		32,863	0.10
Class B Common Share Conversion	181		1,822	—
Diluted EPS for Class A Common Shares*	$	3,314	34,685	$	0.10

Six Months Ended October 31, 2021


	Undistributed & Distributed Earnings to Class A Common Shares		Class A Common Shares	EPS*
Per Basic	$	5,919	31,373	$	0.19
Common Stock Equivalents	—		1,253	—
	5,919		32,626	0.18
Class B Common Share Conversion	342		1,822	—
Diluted EPS for Class A Common Shares	$	6,261	34,448	$	0.18

Three Months Ended October 31, 2020


	Undistributed & Distributed Earnings to Class A Common Shares		Class A Common Shares	EPS*
Per Basic	$	653	30,667	$	0.02
Common Stock Equivalents	—		407	—
	653		31,074	0.02
Class B Common Share Conversion	39		1,822	—
Diluted EPS for Class A Common Shares	$	692	32,896	$	0.02

Six Months Ended October 31, 2020


	Undistributed & Distributed Earnings to Class A Common Shares		Class A Common Shares	EPS*
Per Basic	$	2,573	30,592	$	0.08
Common Stock Equivalents	—		505	—
	2,573		31,097	0.08
Class B Common Share Conversion	153		1,822	—
Diluted EPS for Class A Common Shares	$	2,726	32,919	$	0.08

Diluted EPS for Class B Common Shares Using the Two-Class Method

Table of Contents

Three Months Ended October 31, 2021


	Undistributed & Distributed Earnings to Class B Common Shares		Class B Common Shares	EPS*
Per Basic	$	181	1,822	$	0.10
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	1		—	—
Diluted EPS for Class B Common Shares	$	182	1,822	$	0.10

Six Months Ended October 31, 2021


	Undistributed & Distributed Earnings to Class B Common Shares		Class B Common Shares		EPS*
Per Basic	$	342	$	1,822	$	0.19
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	2		—		—
Diluted EPS for Class B Common Shares	$	344	1,822		$	0.19

Three Months Ended October 31, 2020


	Undistributed & Distributed Earnings to Class B Common Shares		Class B Common Shares	EPS*
Per Basic	$	39	1,822	$	0.02
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	2		—	—
Diluted EPS for Class B Common Shares	$	41	1,822	$	0.02

Six Months Ended October 31, 2020

Undistributed
& Distributed
Earnings
to Class B
Common
Shares Class B
Common
Shares EPS*
Per Basic $ 153 $ 1,822 $ 0.08
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares 4 — —
Diluted EPS for Class B Common Shares $ 157 $ 1,822 $ 0.09

~~Three Months Ended October 31, 2019~~

Undistributed
& Distributed
Earnings
to Class B
Common
Shares Class B
Common
Shares EPS*
Per Basic $ 101 $ 1,822 $ 0.06
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares 3 — —
Diluted EPS for Class B Common Shares $ 104 $ 1,822 $ 0.06

~~Six Months Ended October 31, 2019~~


		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	Per Basic	$	169	$	1,822	$	0.09	Per Basic	$	153	$	1,822	$	0.08
Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	6		—		—		Reallocation of undistributed earnings/losses from Class A Common Shares to Class B Common Shares	4		—		—
Diluted EPS for Class B Common Shares	Diluted EPS for Class B Common Shares	$	175	$	1,822	$	0.10	Diluted EPS for Class B Common Shares	$	157	1,822		$	0.09

_______________

*Amounts adjusted for rounding

For the three and six months ended October 31, 2021, we excluded options to purchase 1,098,815 and 704,554, Class A Common Shares, respectively, and for the three and six months ended October 31, 2020, we excluded options to purchase 1,842,587 and 1,426,760 Class A Common Shares, respectively, ~~and for~~from the ~~three months and six months ended October 31, 2019, we excluded options~~computation of diluted earnings per Class A

1513

Table of Contents

~~to purchase 12,174 and 330,620 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 October 31, 2021, we had a total of 4,831,991 options outstanding and as of October 31, 2020, we had a total of 4,378,453 options ~~outstanding and as of October 31, 2019, we had a total of 4,333,117 options~~ outstanding.

F.E. Stock-Based Compensation

During the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, we granted options for ~~1,120,000~~1,308,500 and ~~1,063,000~~1,120,000 shares of Class A 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 ~~$0.7~~$1.0 million and ~~$0.5~~$0.7 million and income tax benefits of approximately ~~$38,000~~$439,000 and ~~$412,000~~$38,000 from option exercises during the three months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively. We recorded stock option compensation cost of approximately ~~$1.2~~$1.8 million and ~~$0.9~~$1.2 million and income tax benefits of approximately ~~$0.3~~$1.6 million and ~~$0.5~~$0.3 million from option exercises during the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively. We record stock-based compensation expense on a straight-line basis over the vesting period directly to additional paid-in capital.

During the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, we issued ~~277,197~~545,242 and ~~650,943~~277,197 shares of Class A common stock, respectively, resulting from the exercise of stock options. The total intrinsic value of options exercised during the six months ended October 31, ~~2020~~2021 and ~~2019~~2020 based on market value at the exercise dates was approximately ~~$1.6~~$7.6 million and ~~$3.2~~$1.6 million, respectively. As of October 31, ~~2020,~~2021, unrecognized compensation cost related to unvested stock option awards approximated ~~$7.7~~$13.7 million, which we expect to recognize over a weighted average period of ~~1.99~~2.07 years.

G.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 for identical instruments in active markets.

•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.

1614

Table of Contents

The following tables present our assets and liabilities that we measured at fair value on a recurring basis as of October 31, ~~2020~~2021 and April 30, ~~2020,~~2021, and indicate the fair value hierarchy of the valuation techniques we used to determine such fair value (in thousands):


		October 31, 2020									October 31, 2021
		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	Cash equivalents	$	74,902	$	0	$	0	$	74,902	Cash equivalents	$	87,275	$	—	$	—	$	87,275
Marketable securities	Marketable securities	11,725		1,104		0		12,829		Marketable securities	16,712		451		—		17,163
Total	Total	$	86,627	$	1,104	$	0	$	87,731	Total	$	103,987	$	451	$	—	$	104,438


		April 30, 2020					April 30, 2021
		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	Cash equivalents	75,256	0	0	75,256	Cash equivalents	81,720	—	—	81,720
Marketable securities	Marketable securities	11,758	3,104	0	14,862	Marketable securities	15,332	674	—	16,006
Total	Total	87,014	3,104	0	90,118	Total	97,052	674	—	97,726

H.G. Stock Repurchases

On August 19, 2002, our Board of Directors authorized 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 Class A common stock and management’s assessment of our liquidity and cash flow needs. Under this repurchase plan, we have repurchased 1,053,679 shares of Class A common stock at a cost of approximately $6.2 million, which had no impact on fiscal ~~2021.~~2022. As of October 31, ~~2020,~~2021, 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.

1715

Table of Contents

I.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.

1816

Table of Contents

J.I. Industry Segments

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a public entity about which separate financial information is available that is evaluated regularly by the chief operating decision makers (“CODMs”), or decision making group, in deciding how to allocate resources and in assessing performance. Our CODMs are our Chief Executive Officer and President and our Chief Financial Officer. While our CODMs are apprised of a variety of financial metrics and information, we manage our business primarily on a segment basis, with the CODMs evaluating performance based upon segment operating profit or loss ~~with~~that includes an allocation of common expenses, but excludes certain unallocated corporate ~~and other common~~ expenses, which are included in the Other segment. Our CODMs review the operating results of our ~~three~~3 segments, assess performance and allocate resources in a manner that is consistent with the changing market dynamics that we have experienced. As a result, in the third quarter of fiscal 2018, we updated our operating segments to reflect the fact that we provide our software solutions through 3 major operating segments, which are further broken down into a total of 6 major product and service groups. The 3 operating segments ~~are~~are: (1) Supply Chain Management (“SCM”), (2) Information Technology Consulting (“~~IT”~~IT Consulting”) ~~Consulting~~ and (3) Other.

~~Our primary operating units or brands under our~~The SCM segment ~~include Logility, Inc., New Generation Computing, Inc. ("NGC"), and Demand Management, Inc. ("DMI").~~consists of Logility and ~~NGC are each~~DMI. Both operating companies leverage a ~~wholly-owned subsidiary~~single platform spanning 8 supply chain process areas, including demand optimization, inventory optimization, supply optimization, retail optimization, quality and compliance, PLM, sourcing management and integrated business planning. The IT Consulting segment consists of ~~the Company,~~The Proven Method, Inc., an IT staffing and ~~DMI is a wholly-owned subsidiary~~consulting services firm, which provides support for our software products, such as software enhancements, documentation, updates, customer education, consulting, systems integration services, maintenance and support services. The Other segment consists of ~~Logility, Inc. Each operating unit focuses on a segment of the marketplace where their expertise lies.~~(i) American Software ERP, which provides purchasing and materials management, customer order processing, financial, e-commerce and traditional manufacturing solutions, and (ii) unallocated corporate overhead expenses.

All of our ~~revenues are~~revenue is derived from external customers. We do not have any ~~intersegment~~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.

Table of Contents

In the following table, we have broken down the intersegment transactions applicable to the three and six months ended October 31, ~~2020~~2021 and ~~2019~~2020 (in thousands):


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended October 31,				Six Months Ended October 31,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenues:
Revenue:										Revenue:
Supply Chain Management	Supply Chain Management	$	22,297	$	23,487	$	44,033	$	45,834	Supply Chain Management	$	25,380	$	22,297	$	49,631	$	44,033
IT Consulting	IT Consulting	5,033		4,158		10,059		8,536		IT Consulting	5,226		5,033		9,702		10,059
Other	Other	551		565		1,067		1,223		Other	605		551		1,149		1,067
		$	27,881	$	28,210	$	55,159	$	55,593		$	31,211	$	27,881	$	60,482	$	55,159
Operating income (loss):
Operating income\(loss):										Operating income\(loss):
Supply Chain Management	Supply Chain Management	$	3,983	$	4,360	$	8,087	$	8,211	Supply Chain Management	$	6,718	$	3,983	$	12,073	$	8,087
IT Consulting	IT Consulting	103		(12)		209		166		IT Consulting	336		103		499		209
Other	Other	(3,455)		(3,505)		(6,780)		(6,737)		Other	(4,367)		(3,455)		(8,112)		(6,780)
		$	631	$	843	$	1,516	$	1,640		$	2,687	$	631	$	4,460	$	1,516

Capital expenditures:	Capital expenditures:									Capital expenditures:
Supply Chain Management	Supply Chain Management	$	45	$	44	$	84	$	75	Supply Chain Management	$	313	$	45	$	615	$	84
IT Consulting	IT Consulting	0		0		0		0		IT Consulting	—		—		—		—
Other	Other	0		84		79		163		Other	—		—		—		79
		$	45	$	128	$	163	$	238		$	313	$	45	$	615	$	163
Capitalized software:	Capitalized software:									Capitalized software:
Supply Chain Management	Supply Chain Management	$	126	$	605	$	371	$	1,890	Supply Chain Management	$	—	$	126	$	—	$	371
IT Consulting	IT Consulting	0		0		0		0		IT Consulting	—		—		—		—
Other	Other	0		0		0		0		Other	—		—		—		—
		$	126	$	605	$	371	$	1,890		$	—	$	126	$	—	$	371
Depreciation and amortization:	Depreciation and amortization:									Depreciation and amortization:
Supply Chain Management	Supply Chain Management	$	1,415	$	2,089	$	3,001	$	4,241	Supply Chain Management	$	948	$	1,415	$	1,982	$	3,001
IT Consulting	IT Consulting	0		1		1		3		IT Consulting	—		—		—		1
Other	Other	99		93		192		184		Other	91		99		188		192
		$	1,514	$	2,183	$	3,194	$	4,428		$	1,039	$	1,514	$	2,170	$	3,194
Earnings (loss) before income taxes:
Earnings\(loss) before income taxes:										Earnings\(loss) before income taxes:
Supply Chain Management	Supply Chain Management	$	3,845	$	4,480	$	8,220	$	8,516	Supply Chain Management	$	6,657	$	3,845	$	11,919	$	8,220
IT Consulting	IT Consulting	103		(12)		207		166		IT Consulting	336		103		499		207
Other	Other	(3,359)		(2,913)		(5,621)		(5,805)		Other	(3,376)		(3,359)		(6,591)		(5,621)
		$	589	$	1,555	$	2,806	$	2,877		$	3,617	$	589	$	5,827	$	2,806

K.J. Major Customers

No single customer accounted for more than 10% of total ~~revenues~~revenue for the three and six months ended October 31, ~~2020~~2021 and ~~2019.~~2020.

2018

Table of Contents

L.K. Contingencies

We generally indemnify our customers against damages and costs resulting from third-party claims of patent, copyright or trademark infringement associated with use of our products. Historically, we have not been required to make any payments under such indemnifications. However, we continue to monitor the conditions that are subject to indemnification to identify whether it is probable that a loss has occurred, and would recognize any such losses when those losses are estimable. In addition, we warrant to our customers that our software products operate substantially in accordance with their documentation. 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.

M.L. Subsequent Event

On November ~~18, 2020,~~17, 2021, 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 February ~~19, 2021~~18, 2022 to Class A and Class B shareholders of record at the close of business on February ~~5, 2021.~~4, 2022.

2119

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Quarterly Report”) 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;

•cloud 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,~~revenue, 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 Quarterly Report are based upon information available to us as of the filing date of this Quarterly Report. 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.

ECONOMIC OVERVIEW

For ~~the remainder of~~ fiscal ~~2021,~~2022, we expect the global economy to improve modestly when compared to recent periods. 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, which could result in an improved selling environment. Although this improvement could slow or regress at any time, due in part to concerns related to the spread of the global virus and trade conflicts on 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. While we do not expect that the virus will cause any further material adverse changes on our business or financial results for the second half of this fiscal year, we are unable to accurately predict the impact that the coronavirus will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities. Customers continue to take long periods to evaluate discretionary software purchases.

~~In October 2020, the International Monetary Fund (“IMF”) provided an update to the World Economic Outlook for 2020. The update noted that,~~ “Global growth is projected at−4.4 percent in 2020, a less severe contraction than forecast in the June 2020 World Economic Outlook (WEO) Update. The revision reflects better-than anticipated second quarter GDP outturns, mostly in advanced economies, where activity began to improve sooner than expected after lockdowns were scaled back in May and June, as well as indicators of a stronger recovery in the third quarter. Global growth is projected at 5.2 percent in 2021, a

~~Table of~~ ~~Contents~~

little lower than in the June 2020 WEO Update, reflecting the more moderate downturn projected for 2020 and consistent with expectations of persistent social distancing. Following the contraction in 2020 and recovery in 2021, the level of global GDP in 2021 is expected to be a modest 0.6 percent above that of 2019. The growth projections imply wide negative output gaps and elevated unemployment rates this year and in 2021 across both advanced and emerging market economies."

We believe improved economic conditions and increasingly complex supply chain challenges 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 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 we do not expect that the COVID-19 pandemic will cause any material adverse changes on our business or financial results for fiscal 2022, we are unable to accurately predict the impact that the coronavirus will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and actions that may be taken by governmental authorities.

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 U.S. and global credit markets. In recent years, the weakness in the overall global economy and the U.S. economy has resulted in reduced expenditures in the business software market.

In October 2021, the International Monetary Fund (“IMF”) provided an update to the World Economic Outlook for 2021. The update noted that, “The global economy is projected to grow 5.9 percent in 2021 and 4.9 percent in 2022 (0.1 percentage point lower for 2021 than in the July 2021 World Economic Outlook (WEO) Update). The downward revision for 2021 reflects a downgrade for advanced economies—in part due to supply disruptions—and for low-income developing countries, largely due to worsening pandemic dynamics. This is partially offset by stronger near term prospects among some commodity-

Table of Contents

exporting emerging market and developing economies.Employment is generally expected to continue lagging the recovery in output."

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 segment actually providing the product or service.

The Company enables enterprises to accelerate their operations from product concept to customer availability. Our ~~three~~ brands - Logility and Demand Solutions ~~and NGC Software~~ - provide a single platform spanning eight supply chain process areas, including demand optimization, inventory optimization, supply optimization, retail optimization, quality and compliance, product lifecycle management, sourcing management and integrated business planning. Our platform includes advanced analytics and is fueled by supply chain master data, allowing for the automation of critical business processes through the application of artificial intelligence and machine learning algorithms to a variety of internal and external data streams.

Our primary operating units under our SCM segment include Logility, Inc.~~, New Generation Computing, Inc. (“NGC”)~~ and Demand Management, Inc. (“DMI”). Logility ~~and NGC are~~is a wholly-owned ~~subsidiaries~~subsidiary of ~~American Software;~~the Company, and DMI is a wholly-owned subsidiary of Logility. In addition to our core SCM software business, we also offer technology staffing and consulting services through our wholly-owned subsidiary, The Proven Method, Inc., in the IT Consulting segment. The Other segment consists of software and services provided to our legacy enterprise resource planning (“ERP”) customers, as well as corporate overhead and other common expenses.

We derive ~~revenues~~revenue primarily from four sources: software licenses, subscriptions, professional services and other, and maintenance. We generally determine software license and 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~~revenue consist primarily of fees from software implementation, training, and consulting services. We bill primarily under time and materials arrangements and recognize ~~revenues~~revenue as we perform services. SaaS and maintenance agreements typically are for a one- to three-year term, commencing at the time of the initial contract. We generally bill these fees, monthly, quarterly and annually in advance under agreements with terms of one to three years, and then recognize the resulting ~~revenues~~revenue ratably over the term of the agreement. Deferred revenue represents payments or billings for subscriptions and services and maintenance in advance of the time we recognize the related ~~revenues.~~revenue.

Our cost of revenue for licenses and subscriptions 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 ~~revenues~~revenue 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~~revenue generated by the indirect channel, primarily from DMI. We account for the development costs of software intended for sale in accordance with the Software topic of the FASB ASC. We monitor the net realizable value of our capitalized software on a quarterly basis based on an estimate of future product ~~revenues.~~revenue. We currently expect to fully recover the value of the capitalized software asset recorded on our Condensed Consolidated Balance Sheets; however, if future product ~~revenues~~revenue are less than management’s current expectations, we may incur a write-down of capitalized software costs.

Our sales and marketing expenses mainly include the salary and commissions paid to our sales professionals, along with marketing, promotional, travel and associated costs. Our general and administrative expenses mainly 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:

~~Table of~~ ~~Contents~~

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

•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 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

Table of Contents

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 for fiscal ~~2020.~~2021. Additional information and other factors that could affect future financial results may be included, from time to time, in our filings with the Securities and Exchange Commission (“SEC”).

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements, if any, and the impact of these pronouncements on our condensed consolidated financial statements, if any, see Note A in the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

~~Table of~~ ~~Contents~~

COMPARISON OF RESULTS OF OPERATIONS

Three-Month Comparisons. The following table sets forth certain revenue and expense items as a percentage of total ~~revenues~~revenue and the percentage changes in those items for the three months ended October 31, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended October 31,							Three Months Ended October 31,
		Percentage of Total Revenues				Pct. Change in Dollars			Percentage of Total Revenue				Pct. Change in Dollars
		2020		2019		2020 vs. 2019			2021		2020		2021 vs. 2020
Revenues:
Revenue:								Revenue:
Subscription fees	Subscription fees	25	%	19	%	27	%	Subscription fees	33	%	25	%	49	%
License	License	2	%	4	%	(57)	%	License	2	%	2	%	79	%
Professional services and other	Professional services and other	37	%	38	%	(5)	%	Professional services and other	35	%	37	%	5	%
Maintenance	Maintenance	36	%	39	%	(6)	%	Maintenance	30	%	36	%	(9)	%
Total revenues		100	%	100	%	(1)	%
Cost of revenues:
Total revenue								Total revenue	100	%	100	%	12	%
Cost of revenue:								Cost of revenue:
Subscription fees	Subscription fees	11	%	9	%	13	%	Subscription fees	11	%	11	%	16	%
License	License	2	%	4	%	(45)	%	License	1	%	2	%	(64)	%
Professional services and other	Professional services and other	27	%	26	%	1	%	Professional services and other	24	%	27	%	(2)	%
Maintenance	Maintenance	7	%	7	%	4	%	Maintenance	6	%	7	%	(10)	%
Total cost of revenues		47	%	46	%	—	%
Total cost of revenue								Total cost of revenue	42	%	47	%	(2)	%
Gross margin	Gross margin	53	%	54	%	(2)	%	Gross margin	58	%	53	%	24	%
Research and development	Research and development	16	%	15	%	3	%	Research and development	14	%	16	%	(1)	%
Sales and marketing	Sales and marketing	19	%	18	%	5	%	Sales and marketing	19	%	19	%	9	%
General and administrative	General and administrative	16	%	17	%	(11)	%	General and administrative	18	%	16	%	25	%
Amortization of acquisition-related intangibles		—	%	—	%	(32)	%

Total operating expenses	Total operating expenses	51	%	50	%	(1)	%	Total operating expenses	51	%	51	%	11	%
Operating income	Operating income	2	%	4	%	(25)	%	Operating income	7	%	2	%	326	%
Other income:	Other income:							Other income:
Interest income		—	%	1	%	(76)	%

Other, net	Other, net	—	%	1	%	nm		Other, net	3	%	—	%	nm
Earnings before income taxes	Earnings before income taxes	2	%	6	%	(62)	%	Earnings before income taxes	10	%	2	%	514	%
Income tax expense		—	%	(1)	%	(50)	%
Income tax expense\(benefit)								Income tax expense\(benefit)	1	%	—	%	nm
Net earnings	Net earnings	2	%	7	%	(61)	%	Net earnings	9	%	2	%	379	%

nm - not meaningful

2522

Table of Contents

Six-Month Comparisons. The following table sets forth certain revenue and expense items as a percentage of total ~~revenues~~revenue and the percentage changes in those items for the six months ended October 31, ~~2020~~2021 and ~~2019:~~2020:


		Six Months Ended October 31,							Six Months Ended October 31,
		Percentage of Total Revenues				Pct. Change in Dollars			Percentage of Total Revenue				Pct. Change in Dollars
		2020		2019		2020 vs. 2019			2021		2020		2021 vs. 2020
Revenues:
Revenue:								Revenue:
Subscription fees	Subscription fees	24	%	18	%	34	%	Subscription fees	33	%	24	%	51	%
License	License	2	%	5	%	(56)	%	License	2	%	2	%	5	%
Professional services and other	Professional services and other	36	%	38	%	(4)	%	Professional services and other	34	%	36	%	1	%
Maintenance	Maintenance	38	%	39	%	(6)	%	Maintenance	31	%	38	%	(9)	%
Total revenues		100	%	100	%	(1)	%
Cost of revenues:
Total revenue								Total revenue	100	%	100	%	10	%
Cost of revenue:								Cost of revenue:
Subscription fees	Subscription fees	10	%	9	%	20	%	Subscription fees	11	%	10	%	16	%
License	License	2	%	4	%	(49)	%	License	1	%	2	%	(71)	%
Professional services and other	Professional services and other	28	%	26	%	3	%	Professional services and other	24	%	28	%	(6)	%
Maintenance	Maintenance	7	%	7	%	—	%	Maintenance	6	%	7	%	—	%
Total cost of revenues		47	%	46	%	1	%
Total cost of revenue								Total cost of revenue	42	%	47	%	(3)	%
Gross margin	Gross margin	53	%	54	%	(3)	%	Gross margin	58	%	53	%	21	%
Research and development	Research and development	15	%	14	%	12	%	Research and development	14	%	15	%	3	%
Sales and marketing	Sales and marketing	18	%	19	%	(5)	%	Sales and marketing	20	%	18	%	18	%
General and administrative	General and administrative	16	%	18	%	(9)	%	General and administrative	17	%	16	%	13	%
Amortization of acquisition-related intangibles		—	%	—	%	(39)	%

Total operating expenses	Total operating expenses	49	%	51	%	(2)	%	Total operating expenses	51	%	49	%	12	%
Operating income	Operating income	4	%	3	%	(8)	%	Operating income	7	%	4	%	194	%
Other income:	Other income:							Other income:
Interest income		—	%	1	%	(75)	%

Other, net	Other, net	2	%	1	%	nm		Other, net	2	%	2	%	10	%
Earnings before income taxes	Earnings before income taxes	6	%	5	%	(2)	%	Earnings before income taxes	9	%	6	%	108	%
Income tax expense		—	%	—	%	nm
Income tax expense\(benefit)								Income tax expense\(benefit)	(1)	%	—	%	nm
Net earnings	Net earnings	6	%	5	%	(6)	%	Net earnings	10	%	6	%	130	%

~~Table of~~ ~~Contents~~

nm - not meaningful

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, ~~2020~~2021 AND ~~2019~~2020

~~REVENUES~~REVENUE


		Three Months Ended October 31,											Three Months Ended October 31,
								% of Total Revenue											% of Total Revenue
		2020		2019		% Change		2020		2019			2021		2020		% Change		2021		2020
		(in thousands)											(in thousands)
Subscription fees	Subscription fees	$	6,966	$	5,492	27	%	25	%	19	%	Subscription fees	$	10,361	$	6,966	49	%	33	%	25	%
License	License	$	450	1,046		(57)	%	2	%	4	%	License	$	805	450		79	%	2	%	2	%
Professional services and other	Professional services and other	10,242		10,826		(5)	%	37	%	38	%	Professional services and other	10,779		10,242		5	%	35	%	37	%
Maintenance	Maintenance	10,223		10,846		(6)	%	36	%	39	%	Maintenance	9,266		10,223		(9)	%	30	%	36	%
Total revenues		$	27,881	$	28,210	(1)	%	100	%	100	%
Total revenue												Total revenue	$	31,211	$	27,881	12	%	100	%	100	%

Six Months Ended October 31,
% of Total Revenue
2020 2019 % Change 2020 2019
(in thousands)
Subscription fees $ 13,329 $ 9,950 34 % 24 % 18 %
License 1,237 2,824 (56) % 2 % 5 %
Professional services and other 20,056 20,963 (4) % 36 % 38 %
Maintenance 20,537 21,856 (6) % 38 % 39 %
Total revenues $ 55,159 $ 55,593 (1) % 100 % 100 %

Table of Contents


	Six Months Ended October 31,
							% of Total Revenue
	2021		2020		% Change		2021		2020
	(in thousands)
Subscription fees	$	20,149	$	13,329	51	%	33	%	24	%
License	$	1,297	1,237		5	%	2	%	2	%
Professional services and other	20,308		20,056		1	%	34	%	36	%
Maintenance	18,728		20,537		(9)	%	31	%	38	%
Total revenue	$	60,482	$	55,159	10	%	100	%	100	%

For the three months ended October 31, ~~2020~~2021 compared to October 31, ~~2019 revenues stayed flat~~2020 revenue increased by 12% attributable primarily to a ~~27%~~79% increase in license revenue, a 49% increase in subscription fees ~~that was partially offset by a 57% decrease in license revenues, a 6% decrease in maintenance revenues~~ and a 5% ~~decrease~~increase in professional services and other ~~revenues~~revenue, partially offset by a 9% decrease in maintenance revenue when compared to the same period last year.

For the six months ended October 31, ~~2020~~2021 compared to October 31, ~~2019 revenues stayed flat~~2020 revenue increased by 10% attributable primarily to a ~~34%~~51% increase in subscription fees, ~~that was partially offset by~~ a ~~56% decrease~~5% increase in license ~~revenues, a 6% decrease in maintenance revenues~~revenue and a ~~4% decrease~~1% increase in professional services and other ~~revenues~~revenue, partially offset by a 9% decrease in maintenance revenue when compared to the same period last year.

Due to intense competition in our industry, we sometimes discount license fees from our published list price. Numerous factors contribute to the amount of the discount 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~~revenue from period to period is primarily due to the volume of products and related services sold in any period and the number of products or modules purchased with each sale.

International ~~revenues~~revenue represented approximately ~~15%~~16% of total ~~revenues for~~revenue in the three and six months ended October 31, ~~2020~~2021 compared to ~~19% and 21%~~15% for the same periods in the prior year. Our ~~revenues,~~revenue, particularly our international ~~revenues,~~revenue, may fluctuate substantially from period to period, primarily because we derive most of our license and subscription fee ~~revenues~~revenue from a relatively small number of customers in a given period.

Subscription Fees


	Three Months Ended October 31,
	2021		2020		% Change
	(in thousands)
Supply Chain Management	$	10,361	$	6,966	49	%
Total subscription fees revenue	$	10,361	$	6,966	49	%


	Six Months Ended October 31,
	2021		2020		% Change
	(in thousands)
Supply Chain Management	$	20,149	$	13,329	51	%
Total subscription fees revenue	$	20,149	$	13,329	51	%

For the three and six months ended October 31, 2021, subscription fees revenue over the same periods last year increased 49% and 51%, respectively primarily due to an increase in the number of contracts, contracts with a higher cloud services ACV, as well as an increase in multi-year contracts. This is evidenced by our successful transition to the cloud subscription model.

License Revenue

2724

Table of Contents

~~Subscription Fees~~


	Three Months Ended October 31,
	2021		2020		% Change
	(in thousands)
Supply Chain Management	$	800	$	434	84	%
Other	5		16		(69)	%
Total license revenue	$	805	$	450	79	%

Three Months Ended October 31,
2020 2019 % Change
(in thousands)
Supply Chain Management $ 6,966 $ 5,492 27 %
Total subscription fees revenues $ 6,966 $ 5,492 27 %

Six Months Ended October 31,
2020 2019 % Change
(in thousands)
Supply Chain Management $ 13,329 $ 9,950 34 %
Total subscription fees revenues $ 13,329 $ 9,950 34 %


	Six Months Ended October 31,
	2021		2020		% Change
	(in thousands)
Supply Chain Management	$	1,276	$	1,221	5	%
Other	21		16		31	%
Total license revenue	$	1,297	$	1,237	5	%

For the three and six months ended October 31, 2020, subscription fees revenues increased by 27% and 34%, respectively, when compared to the same periods in the prior year primarily due to a contracts with a 32% increase in ACV as of October 31, 2020 when compared to the same time last year. This is evidence of our successful transition to the cloud subscription model.

~~License Revenues~~

Three Months Ended October 31,
2020 2019 % Change
(in thousands)
Supply Chain Management $ 434 $ 1,017 (57) %
Other 16 29 (45) %
Total license revenues $ 450 $ 1,046 (57) %

Six Months Ended October 31,
2020 2019 % Change
(in thousands)
Supply Chain Management $ 1,221 $ 2,724 (55) %
Other $ 16 $ 100 (84) %
Total license revenues $ 1,237 $ 2,824 (56) %

~~For the three and six months ended October 31, 2020,~~2021, license fee ~~revenues decreased 57%~~revenue increased 79% and ~~56%~~5%, respectively when compared to the same periods in the prior year. ~~For~~In the three ~~and six~~ months ended October 31, ~~2020,~~2021, license fee ~~revenues~~revenue from our SCM segment ~~decreased 57% and 55%~~increased 84%, ~~respectively,~~partially offset by a decrease in our Other segment of 69% when compared to the corresponding ~~periods~~period in the prior year. The majority of our current license fee revenue is generated from additional users and expanded scope from our existing on-premise customers. For the three and six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, our SCM segment constituted approximately 99%, 96%, 98% and ~~97% and~~ 99% ~~and 96%, respectively,~~ of total license fee ~~revenues.~~revenue, respectively. Our Other segment license fee ~~revenues decreased~~revenue increased by ~~45% and 84%, respectively,~~31% for the ~~three and~~ six months ended October 31, ~~2020~~2021 when compared to the same ~~periods~~period in the prior year primarily due to timing of sales to our existing ERP ~~customers for additional users.~~customers.

The direct sales channel provided approximately ~~65%~~98% and ~~77%~~96% of license fee revenues for the three and six months ended October 31, ~~2020,~~2021, compared to approximately ~~92%~~65% and ~~94%~~77% in the comparable periods last year due to larger customers obtained through our direct sales channel moving to the Cloud platform faster than those in the mid-sized market that are primarily served by our indirect sales channel. For the three and six months ended October 31, ~~2020,~~2021, our margins after commissions on direct sales were approximately ~~83%~~90% and ~~84%~~89%, compared to ~~86%~~83% and ~~89%~~84% in the comparable periods last year. The ~~decrease~~increase in margins is due to the mix of sales commission rates based on each individual salesperson’s quotas and related achievement. For the three months ended October 31, ~~2020~~2021 and ~~2019,~~2020, our margins after commissions on indirect sales were approximately ~~57%~~67% and ~~54%~~57%, respectively. For the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, our margins after

~~Table of~~ ~~Contents~~

commissions on indirect sales were approximately ~~55%~~65% and ~~54%~~55%, respectively. The indirect channel margins for the ~~current quarter~~fiscal year increased compared to the same periods 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.

Professional Services and Other ~~Revenues~~Revenue


		Three Months Ended October 31,							Three Months Ended October 31,
		2020		2019		% Change			2021		2020		% Change
		(in thousands)							(in thousands)
Supply Chain Management	Supply Chain Management	$	4,981	$	6,440	(23)	%	Supply Chain Management	$	5,263	$	4,981	6	%
IT Consulting	IT Consulting	5,033		4,158		21	%	IT Consulting	5,226		5,033		4	%
Other	Other	228		228		—	%	Other	290		228		27	%
Total professional services and other revenues		$	10,242	$	10,826	(5)	%
Total professional services and other revenue								Total professional services and other revenue	$	10,779	$	10,242	5	%


		Six Months Ended October 31,							Six Months Ended October 31,
		2020		2019		% Change			2021		2020		% Change
		(in thousands)							(in thousands)
Supply Chain Management	Supply Chain Management	$	9,556	$	11,932	(20)	%	Supply Chain Management	$	10,099	$	9,556	6	%
IT Consulting	IT Consulting	10,059		8,536		18	%	IT Consulting	9,702		10,059		(4)	%
Other	Other	441		495		(11)	%	Other	507		441		15	%
Total professional services and other revenues		$	20,056	$	20,963	(4)	%
Total professional services and other revenue								Total professional services and other revenue	$	20,308	$	20,056	1	%

Table of Contents

For the three and six months ended October 31, ~~2020,~~2021, professional services and other ~~revenues decreased~~revenue increased by 5% and 4%1%, respectively due to the ~~decreased~~increased professional services and other ~~revenues~~revenue from our Other and SCM segments. For the three and ~~Other segments.~~six months ended October 31, 2021, our IT Consulting segment’s revenue increased 4% and decreased 4%, respectively when compared to the same period in the prior year due to the demand of project work from existing customers during the applicable period. This ~~decrease~~ was partially offset by an increase in professional services and other ~~revenues~~revenue from our ~~IT Consulting segment.~~SCM and Other segments. For the three and six months ended October 31, 2020, our Other segment’s revenues remained flat and decreased by 11%, respectively, due to a decrease in license fee sales when compared to the same periods last year. For the three and six months ended October 31, 2020,2021, our SCM segment’s ~~revenues decreased 23% and 20%~~revenue increased 6%, ~~respectively,~~ primarily due to a ~~slower~~higher ramp up of implementation project work due to ~~lower~~an increase in subscription ~~and license fee sales~~fees revenue in recent periods. For the three and six months ended October 31, ~~2020,~~2021, our ~~IT Consulting~~Other segment’s ~~revenues~~revenue increased ~~21%~~27% and ~~18%~~15%, respectively ~~when compared~~due to the ~~same periods in the prior year due to an increase in~~timing of project work ~~from~~with existing customers. We have observed that there is a tendency for services and other ~~revenues,~~revenue, other than from IT Consulting, to lag changes in license and subscription ~~revenues~~revenue 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~~revenue only as we perform those services.

Maintenance ~~Revenues~~Revenue


		Three Months Ended October 31,							Three Months Ended October 31,
		2020		2019		% Change			2021		2020		% Change
		(in thousands)							(in thousands)
Supply Chain Management	Supply Chain Management	$	9,916	$	10,537	(6)	%	Supply Chain Management	$	8,956	$	9,916	(10)	%
Other	Other	307		309		(1)	%	Other	310		307		1	%
Total maintenance revenues		$	10,223	$	10,846	(6)	%
Total maintenance revenue								Total maintenance revenue	$	9,266	$	10,223	(9)	%

Six Months Ended October 31,
2020 2019 % Change
(in thousands)
Supply Chain Management $ 19,927 $ 21,228 (6) %
Other 610 628 (3) %
Total maintenance revenues $ 20,537 $ 21,856 (6) %

~~Table of~~ ~~Contents~~


	Six Months Ended October 31,
	2021		2020		% Change
	(in thousands)
Supply Chain Management	$	18,107	$	19,927	(9)	%
Other	621		610		2	%
Total maintenance revenue	$	18,728	$	20,537	(9)	%

For ~~both~~ the three and six months ended October 31, ~~2020,~~2021, maintenance ~~revenues~~revenue decreased ~~6%,~~9% when compared to the same ~~periods~~period in the prior year. Our SCM maintenance revenue decreased 6%10% and 9% for ~~both~~ the three and six months ended October 31, ~~2020,~~2021, respectively when compared to the same ~~periods~~period last year due to a normal customer attrition ~~and lower license fee revenue in recent periods that would add additional maintenance revenue.~~rate. The SCM segment accounted for 97% of total maintenance ~~revenues~~revenue for ~~both~~ the three and six months ended October 31, ~~2020~~2021 and for the same periods in the prior year. Typically, our maintenance ~~revenues~~revenue have had a direct relationship to current and historic license fee ~~revenues,~~revenue, since licenses are the source of maintenance customers.

3026

Table of Contents

GROSS MARGIN

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


		Three Months Ended October 31,								Six Months Ended October 31,									Three Months Ended October 31,								Six Months Ended October 31,
		2020		%		2019		%		2020		%		2019		%			2021		%		2020		%		2021		%		2020		%
Gross margin on subscription fees	Gross margin on subscription fees	$	4,020	58	%	$	2,882	53	%	$	7,624	57	%	$	5,215	52	%	Gross margin on subscription fees	$	6,957	67	%	$	4,020	58	%	$	13,521	67	%	$	7,624	57	%
Gross margin on license fees	Gross margin on license fees	(103)		(23)	%	39		4	%	9		1	%	437		16	%	Gross margin on license fees	607		75	%	(103)		(23)	%	940		72	%	9		1	%
Gross margin on professional services and other	Gross margin on professional services and other	2,618		26	%	3,283		30	%	4,602		23	%	6,015		29	%	Gross margin on professional services and other	3,302		31	%	2,618		26	%	5,821		29	%	4,602		23	%
Gross margin on maintenance	Gross margin on maintenance	8,282		81	%	8,982		83	%	16,823		82	%	18,141		83	%	Gross margin on maintenance	7,520		81	%	8,282		81	%	15,008		80	%	16,823		82	%
Total gross margin	Total gross margin	$	14,817	53	%	$	15,186	54	%	$	29,058	53	%	$	29,808	54	%	Total gross margin	$	18,386	58	%	$	14,817	53	%	$	35,290	58	%	$	29,058	53	%

For the three and six months ended October 31, ~~2020,~~2021, our total gross margin ~~percentages remained relatively flat~~percentage increased by 5% when compared to the same periods in the prior year primarily due to ~~our~~ higher margins on subscription fees revenue, ~~partially offset by lower margins on maintenance revenue,~~ license fee ~~revenue~~ and professional services and other revenue, partially offset by a decrease in maintenance revenue.

Gross Margin on Subscription Fees

For the three ~~and six~~ months ended October 31, ~~2020,~~2021, our gross margin percentage on subscription fees revenue increased from ~~53%~~58% to ~~58% and 52% to 57%, respectively,~~67% when compared to the same ~~periods~~period in the prior year, primarily due to the ~~increase~~increased subscription revenue and related cost efficiencies. For the six months ended October 31, 2021, our gross margin percentage on subscription fees revenue increased from 57% to 67% when compared to the same period in the prior year, primarily due to the portfolio shift from license fee to subscription revenue.

Gross Margin on License Fees

License fee gross margin percentage for the three and six months ended October 31, ~~2020 decreased~~2021 increased by 98% and 71%, respectively, 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~~revenue 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 Professional Services and Other

Our gross margin percentage on professional services and other ~~revenues decreased~~revenue increased from 26% to ~~26%~~31% for the three months ended October 31, 2021 and October 31, 2020, primarily due to an increase in revenues, improved utilization and better billing rates. Our gross margins percentage in our SCM segment services increased to 40% from ~~30%~~35% for the three months ended October 31, ~~2019~~2021 and ~~decreased~~2020, respectively. This is primarily the result of an increase in professional services and other revenue, which is being driven by an increase in billing rates and utilization. Our Other segment professional services gross margin increased to ~~23% for the six months ended October 31, 2020~~42% from ~~29% for the six months ended October 31, 2019 . This decrease was primarily due to lower gross margins in our SCM segment services of 35% and 37%~~39% for the three months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively, due to lower billing utilization, an increase in vacations and customers delaying project start dates compared to the same period in the prior year. Our Other segment professional services gross margin decreased to 39% from 46% for the three months ended October 31, 2020 and 2019, respectively, due to lowerhigher margin projects year to date. Our IT Consulting segment professional services gross margin ~~decreased~~increased to 21% of revenue when compared to 16% ~~from 19% for~~ the ~~three months ended October 31, 2020 and 2019, respectively,~~same period last year due to ~~lower~~higher margin ~~projects in the current quarter.~~project work. Professional services and other gross margin is directly related to the level of services and other ~~revenues.~~revenue. The primary component of cost of services and other ~~revenues~~revenue is services staffing, which is relatively inelastic in the short term.

For the six months ended October 31, 2021 and October 31, 2020, ~~and 2019,~~our SCM segment gross margins decreased to 29% from 34%, respectively, due to lower billing utilization, an increase in vacations and customers delaying project start dates compared to the same period in the prior year. Our Other segment professional services gross margin ~~decreased~~increased to ~~41%~~43% from ~~51%~~41% for the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively, due to ~~lower~~higher margin projects year to date. Our IT Consulting segment professional services gross margin ~~decreased~~increased to ~~16%~~21% from ~~20%~~16% for the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively, due to ~~lower~~higher margin projects in the current quarter. Professional services and other gross margin is directly related to the level of services and other revenues.

Gross Margin on Maintenance

Maintenance gross margin percentage remained ~~relatively~~ flat at 81% for the three months ended October 31, 2021 and October 31, 2020, and decreased from 82% to 80% for the six months ended October 31, ~~2020~~2021 and October 31, ~~2019.~~2020, respectively. The decrease is primarily due to lower maintenance revenue and increase in personnel costs, compared to the same period in the prior year. The primary cost component is maintenance staffing, which is relatively inelastic in the short term.

3127

Table of Contents

EXPENSES

Three Months Ended October 31, Six Months Ended October 31,
2020 2019 % of Revenues 2020 2019 % of Revenues
2020 2019 2020 2019
(in thousands)
Research and development $ 4,337 $ 4,209 16 % 15 % $ 8,432 $ 7,537 15 % 14 %
Sales and marketing $ 5,429 $ 5,148 19 % 18 % $ 10,173 $ 10,727 18 % 19 %
General and administrative $ 4,367 $ 4,908 16 % 17 % $ 8,831 $ 9,729 16 % 18 %
Amortization of acquisition-related intangible assets $ 53 $ 78 — % — % $ 106 $ 175 — % — %
Other income, net $ (42) $ 712 — % nm $ 1,290 $ 1,237 2 % 2 %
Income tax expense/(benefit) $ (103) $ (204) — % nm $ 80 $ (34) — % nm

~~nm - not meaningful~~


	Three Months Ended October 31,								Six Months Ended October 31,
	2021		2020		% of Revenue				2021		2020		% of Revenue
					2021		2020						2021		2020
	(in thousands)								(in thousands)
Research and development	$	4,278	$	4,337	14	%	16	%	$	8,702	$	8,432	14	%	15	%
Sales and marketing	$	5,892	$	5,429	19	%	19	%	$	12,012	$	10,173	20	%	18	%
General and administrative	$	5,476	$	4,367	18	%	16	%	$	10,010	$	8,831	17	%	16	%
Amortization of acquisition-related intangible assets	$	53	$	53	—	%	—	%	$	106	$	106	—	%	—	%
Other income (expense), net	$	930	$	(42)	3	%	—	%	$	1,367	$	1,290	2	%	2	%
Income tax expense\(benefit)	$	303	$	(103)	1	%	—	%	$	(434)	$	80	(1)	%	—	%

Research and Development

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


		Three Months Ended October 31,									Three Months Ended October 31,
		2020			2019			% Change			2021			2020			% Change
		(in thousands)									(in thousands)
Total capitalized computer software development costs	Total capitalized computer software development costs	$	126		$	605		(79)	%	Total capitalized computer software development costs	$	—		$	126		(100)	%
Percentage of gross product research and development costs	Percentage of gross product research and development costs	3		%	13		%			Percentage of gross product research and development costs	—		%	3		%
Total research and development expense	Total research and development expense	$	4,337		$	4,209		3	%	Total research and development expense	$	4,278		$	4,337		(1)	%
Percentage of total revenues		16		%	15		%
Percentage of total revenue										Percentage of total revenue	14		%	16		%
Total gross product research and development expense and capitalized computer software development costs	Total gross product research and development expense and capitalized computer software development costs	$	4,463		$	4,814		(7)	%	Total gross product research and development expense and capitalized computer software development costs	$	4,278		$	4,463		(4)	%
Percentage of total revenues		16		%	17		%
Percentage of total revenue										Percentage of total revenue	14		%	16		%
Total amortization of capitalized computer software development costs *	Total amortization of capitalized computer software development costs *	$	1,042		$	1,650		(37)	%	Total amortization of capitalized computer software development costs *	$	807		$	1,042		(23)	%


		Six Months Ended October 31,									Six Months Ended October 31,
		2020			2019			% Change			2021			2020			% Change
		(in thousands)									(in thousands)
Total capitalized computer software development costs	Total capitalized computer software development costs	$	371		$	1,890		(80)	%	Total capitalized computer software development costs	$	—		$	371		(100)	%
Percentage of gross product research and development costs	Percentage of gross product research and development costs	4		%	20		%			Percentage of gross product research and development costs	—		%	4		%
Total research and development expense	Total research and development expense	$	8,432		$	7,537		12	%	Total research and development expense	$	8,702		$	8,432		3	%
Percentage of total revenues		15		%	14		%
Percentage of total revenue										Percentage of total revenue	14		%	15		%
Total gross product research and development expense and capitalized computer software development costs	Total gross product research and development expense and capitalized computer software development costs	$	8,803		$	9,427		(7)	%	Total gross product research and development expense and capitalized computer software development costs	$	8,702		$	8,803		(1)	%
Percentage of total revenues		16		%	17		%
Percentage of total revenue										Percentage of total revenue	14		%	16		%
Total amortization of capitalized computer software development costs *	Total amortization of capitalized computer software development costs *	$	2,260		$	3,137		(28)	%	Total amortization of capitalized computer software development costs *	$	1,710		$	2,260		(24)	%

*Included in cost of license fees and subscription fees.

For ~~both~~ the three and six months ended October 31, ~~2020,~~2021, gross product research and development costs decreased 7%4% and 1%, respectively when compared to the same ~~periods~~period in the previous year, primarily due to a decrease in the use of third-party ~~contractors~~

~~Table of~~ ~~Contents~~

~~and personnel costs. We expect capitalized product~~contractors. Capitalized software development costs decreased in October 31, 2021 compared to ~~decrease~~the same period in the prior year, due to ~~the timing of projects and~~ an increase in agile software programming that ~~accelerate~~accelerates the software releases from months to ~~weeks from months.~~weeks. We expect capitalized software ~~amortization expense~~costs to be ~~relatively stable~~zero in fiscal 2022. For the ~~coming quarters.~~three and six months ended October 31, 2021, amortization of capitalized software development costs decreased 23% and 24%, respectively, when compared to fiscal 2021 as some projects were fully amortized. Costs included in gross product development are salaries of product development personnel, hardware lease expense, computer software expense, telephone expense and rent.

Table of Contents

Sales and Marketing

For the three months ended October 31, 2021, sales and marketing expenses remained flat at 19% of revenue when compared to the same period last year due to marketing cost containment. For the six months ended October 31, 2021, sales and marketing expenses increased from 18% to 20% of revenue when compared to the same period last year due to increased marketing spend and variable compensation.

General and Administrative

For the three and six months ended October 31, ~~2020, sales~~2021, general and ~~marketing~~administrative expenses increased 5%by 2% and ~~decreased 5%~~1%, respectively, when compared to the same periods a year ago, primarily due to an increase in ~~headcount and our use of third-party contractors and a decreases in trade shows, variable compensation and travel due to the COVID-19 pandemic, respectively.~~

~~General and Administrative~~

For the three and six months ended October 31, 2020, general and administrative expenses decreased 11% and 9%, respectively, when compared to the same periods a year ago, primarily due to a decrease in variable compensation, personnel costs and ~~legal fees.~~insurance.

At October 31, ~~2020,~~2021, the total number of employees was ~~442~~426 compared to ~~411~~442 at October 31, ~~2019.~~2020.

Operating Income/(Loss)

Three Months Ended October 31, Six Months Ended October 31,
2020 2019 % Change 2020 2019 % Change
(in thousands) (in thousands)
Supply Chain Management $ 3,983 $ 4,360 (9) % $ 8,087 $ 8,211 (2) %
IT Consulting 103 (12) nm 209 166 26 %
Other* (3,455) (3,505) (1) % (6,780) (6,737) 1 %
Total Operating Income $ 631 $ 843 (25) % $ 1,516 $ 1,640 (8) %

~~nm - not meaningful~~


	Three Months Ended October 31,						Six Months Ended October 31,
	2021		2020		% Change		2021		2020		% Change
	(in thousands)						(in thousands)
Supply Chain Management	$	6,718	$	3,983	69	%	$	12,073	$	8,087	49	%
IT Consulting	336		103		226	%	499		209		139	%
Other*	(4,367)		(3,455)		26	%	(8,112)		(6,780)		20	%
Total Operating Income	$	2,687	$	631	326	%	$	4,460	$	1,516	194	%

* Includes all corporate overhead and other common expenses.

Our SCM segment operating income ~~decreased~~increased by 9%69% and 2%49%, respectively for the three and six months ended October 31, ~~2020, respectively,~~2021, compared to the same periods in the prior year primarily due to ~~lower~~improved gross margins.

Our IT Consulting segment operating income increased ~~for the three~~by 226% and ~~six months ended October 31, 2020, compared to same periods last year primarily due to increased revenues and lower personnel costs.~~

~~Our Other segment operating loss decreased by 1% and increased 1%~~139%, respectively for the three and six months ended October 31, ~~2020,~~2021, compared to same periods last year primarily due to a decrease in expenses related to sales and third-party contractors.

Our Other segment operating loss increased by 26% and 20%, respectively for the three and six months ended October 31, 2021, when compared to the same periods in the prior year due primarily to ~~a decreased followed by~~ an increase in ~~corporate~~variable compensation and stock option 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. ~~Other~~For the three months ended October 31, 2021, the increase in other income ~~was~~is mainly due to higher unrealized gains on investments when compared to the same period last year. We recorded unrealized gains of approximately ~~($42,000)~~$0.8 million and realized gains of approximately $0 for the three months ended October 31, 2020 compared to $712,000 for the same period last year. The decrease was primarily due to unrealized losses of $0.1 million in October 31, 2020 compared to unrealized gains of $0.4 million for the same period last year and lower interest income of $0.1 million in October 31, 2020 compared to $0.4 million in same period in the prior year.2021 from our trading securities portfolio.

~~Other~~The increase in other income ~~was approximately $1.3 million~~ for the six months ended October 31, ~~2020 compared to $1.2 million for the same period last year,~~2021 is mainly due to an increase in unrealized gains of ~~$0.8~~$1.2 million compared to ~~$0.7~~$0.8 million for the same period last year. This increase was partially offset by ~~lower interest income~~higher exchange rate losses of approximately $0.2 million for the six months ended October 31, ~~2020~~2021 compared to ~~$0.9 million~~$0 for the same period last year.

~~Table of~~ ~~Contents~~

For the three and six months ended October 31, ~~2020,~~2021, our investments generated an annualized yield of approximately ~~1.69%~~1.33% and ~~3.72%~~2.98%, respectively, compared to approximately ~~1.29%~~1.69% and ~~1.35%~~3.72% for the ~~three and six months ended October 31, 2019.~~

same periods in the prior year.

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~~losses, credit carry-forwards and ~~credit carry-forwards.~~nonqualified stock options. Under the Income Tax Topic of the FASB ASC, we cannot recognize a deferred tax asset for the future benefit of our net

Table of Contents

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 and six months ended October 31, 2021, we recorded an income tax expense of $303,000 and an income tax benefit of $433,000, respectively, primarily due to discrete stock compensation benefits of $439,000 and $1.6 million, respectively, net of normal income tax expense from operations. During the three and six months ended October 31, 2020, we recorded an income tax benefit of $103,000 and an income tax expense of $80,000, respectively, primarily due to discrete stock compensation benefits of $38,000 and $272,000 respectively, net of normal income tax expense from operations. During the three and six months ended October 31, 2019, we recorded an income tax benefit of $204,000 and $34,000, respectively, primarily due to discrete stock compensation benefits of $412,000 and $472,000 respectively, net of normal income tax expense from operations. Before adjusting for these discrete tax benefits, our effective tax rate would have been 19.8% in the both the three and six months ended October 31, 2021 compared to our effective tax rate of (11.2%) and 12.5%, respectively, in the three and six months ended October 31, ~~2020 compared to our tax effective rate of 13.4% and 15.3% in the three and six months ended October 31, 2019.~~2020. In addition, research and development and foreign tax credits reduced our effective tax rate by ~~10.8%~~5.4% and ~~1.3%, respectively,~~0% in the six months ended October 31, ~~2020,~~2021, compared to reductions of ~~8.1%~~10.8% and ~~1.4%, respectively,~~1.3% in the six months ended October 31, ~~2019.~~2020.

Operating Pattern

We experience an irregular pattern of quarterly operating results, caused primarily by fluctuations in both the number and size of software license and subscription contracts received and delivered from quarter to quarter and our ability to recognize ~~revenues~~revenue 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

WeHistorically we have ~~historically~~ funded, and we 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 and non-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 or off-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 six months ended October 31, ~~2020~~2021 and ~~2019.~~2020. You should read this table and the discussion that follows in conjunction with our Condensed Consolidated Statements of Cash Flows contained in Item 1 in Part I of this Quarterly Report and in our Annual Report for fiscal ~~2020.~~2021.


		Six Months Ended October 31,					Six Months Ended October 31,
		2020		2019			2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	6,771	$	4,050	Net cash provided by operating activities	$	7,712	$	6,771
Net cash used in investing activities	Net cash used in investing activities	(534)		(2,128)		Net cash used in investing activities	(615)		(534)
Net cash used in financing activities	Net cash used in financing activities	(4,265)		(526)		Net cash used in financing activities	(1,554)		(4,265)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	1,972	$	1,396	Net change in cash and cash equivalents	$	5,543	$	1,972

For the six months ended October 31, ~~2020,~~2021, the net increase in cash provided by operating activities when compared to the same period last year was due primarily to the following: (1) an increase in net earnings, (2) a relative smaller decrease in ~~purchases~~deferred revenue due to timing of ~~trading securities, (2)~~revenue recognition, (3) a relative smaller decrease in accounts payable and other accruals compared to the same period last year due to timing of payments, (4) an increase in stock-based compensation expense, (5) a relative larger decrease in customer accounts receivables caused by the timing of closing customer sales and related collections, ~~(3)~~(6) a ~~relative~~ decrease in ~~prepaid expenses when compared to an increase~~deferred income taxes and (7) a decrease in ~~the same period last year due to the timing~~purchases of ~~purchases and (4) an increase in stock-based compensation expense.~~

~~Table of~~ ~~Contents~~

trading securities.

This increase in cash provided by operating activities was partially offset by: (1) ~~lower~~a relative increase in prepaid expenses when compared to a decrease in the same period last year due to the timing of purchases, (2) a decrease in the proceeds from the maturity and sales of trading securities, ~~(2) a relative decrease in accounts payable and other accruals compared to a relative increase in the same period last year due to timing of payments,~~ (3) ~~a relative decrease in deferred revenue due to timing of revenue recognition, (4)~~ a decrease in depreciation and amortization ~~(5)~~and (4) higher gains on investments than in ~~the~~ prior ~~year, (6) an increase in deferred income tax and (7) a decrease in net earnings.~~year.

The ~~decrease~~increase in cash used in investing activities when compared to the same period in the prior year was mainly due to an increase in purchases of property and equipment, which was partially offset by a decrease in capitalized computer software development ~~costs and a decrease in purchases~~costs.

Table of ~~property and equipment.~~Contents

The ~~increase~~decrease in cash used in financing activities compared to the prior year was due primarily to ~~a decrease~~an increase in proceeds from exercise of stock options, ~~and~~which was partially offset by an increase in dividends paid.

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


		As of October 31, (in thousands)					As of October 31, (in thousands)
		2020		2019			2021		2020
Cash and cash equivalents	Cash and cash equivalents	$	81,786	$	62,684	Cash and cash equivalents	$	94,201	$	81,786
Short and long-term investments	Short and long-term investments	12,829		31,987		Short and long-term investments	17,163		12,829
Total cash and short and long-term investments	Total cash and short and long-term investments	94,615		94,671		Total cash and short and long-term investments	111,364		94,615
Net (decrease)/increase in total cash and investments (six months ended October 31)		$	(61)	$	6,189
Net increase/(decrease) in total cash and investments (six months ended October 31)						Net increase/(decrease) in total cash and investments (six months ended October 31)	$	6,700	$	(61)

Our total activities used ~~more~~less cash and investments during the ~~six~~ months ended October 31, ~~2020,~~2021, when compared to the prior year period, in the course of normal business operations.

Days Sales Outstanding in accounts receivable were 65 days as of October 31, 2021, compared to 69 days as of October 31, ~~2020, compared to 58 days as of October 31, 2019.~~2020. This ~~increase~~decrease is primarily due to the timing of billings and cash ~~collections and delays in customer payments due to the COVID-19 pandemic.~~collections. Our current ratio ~~on October 31, 2020~~ was 3.0 to 1 ~~and~~ on October 31, ~~2019 was 2.7 to 1.~~2021 and 2020.

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 ~~$94.6~~$111.4 million in cash and investments with no debt as of October 31, ~~2020,~~2021, 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 October 31, ~~2020,~~2021, we have repurchased 1,053,679 shares of common stock at a cost of approximately $6.2 million. As of October 31, ~~2020,~~2021, 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 ~~foregoing~~following discussion and analysis of financial condition and results of operations on our ~~Condensed Consolidated Financial Statements,~~condensed consolidated financial statements, which we have prepared in accordance with U.S. ~~generally accepted accounting principles ("GAAP").~~GAAP. The preparation of these ~~Condensed Consolidated Financial Statements~~condensed 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~~condensed consolidated financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Note 1 ~~in the Notes~~ to the Consolidated Financial Statements for the fiscal year ended in our Annual Report for fiscal ~~2020,~~2021, describes the significant accounting policies that we have used in preparing our ~~Condensed Consolidated Financial Statements.~~condensed consolidated financial statements. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue/collectability. 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

~~Table of~~ ~~Contents~~

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 ~~Condensed Consolidated Financial Statements.~~financial statements.

Revenue ~~Recognition~~Recognition..

Table of Contents

Subscription. Subscription fees include Software-as-a-Service ("SaaS") revenue for the right to use the software for a limited period of time in an environment hosted by the Company or by a third party. The ~~most critical judgment required in applying Topic 606~~customer accesses and ~~our revenue recognition policy relates~~uses the software on an as needed basis over the Internet or via a dedicated line; however, the customer has no right to take delivery of the software. The underlying arrangements typically include a single fee for the service that is billed monthly, quarterly or annually. 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 ~~evaluation~~customer. Revenue from a SaaS solution is generally recognized ratably over the term of the arrangement.

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 period has begun and we have made the software available to the customer.

Professional Services and Other. Our professional services revenue consists of fees generated from consulting, implementation and training services, including reimbursements of out-pocket expenses in connection with our services. These services are typically optional to our customers, and are distinct from our software. Fees for our professional 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. Reimbursements received from customers for out-of-pocket expenses were recorded in revenue and totaled approximately $12,000 and $40,000 for the three and six months ended October 31, 2021 and $12,000 and $16,000 for the three and six months ended October 31, 2020, respectively

Maintenance and Support.Revenue is derived from maintenance and support services, 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 term of the agreement since the Company is standing ready to provide a series of maintenance services that are substantially the same each period over the term; therefore, time is the best measure of progress. Support services for subscriptions are included in the subscription fees and are recognized as a component of such fees.

Indirect Channel Revenue.We record revenue from sales made through the indirect sales channels on a gross basis, because we control the goods or services and act as the principal in the transaction. In reaching this determination, we evaluate sales through our indirect channel on a case-by-case basis and consider a number of factors including indicators of control such as the party having the primary responsibility to provide specified goods or services, and the party having discretion in establishing prices.

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

We use ~~historical sales transaction data and judgments, among other factors,~~judgment in determining the SSP for products and services. For substantially all performance obligations, except on-premise licenses, we are able to establish ~~the~~ SSP based on the observable prices of products or services sold separately in comparable circumstances to similar ~~customers in comparable circumstances.~~customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. SSP for our products and services can evolve over time due to changes in our pricing practices that are influenced by competition, changes in demand for our products and services, and economic factors, among others. Our on-premise licenses ~~historically~~ have not historically been sold on a standalone basis, as ~~substantially~~the vast majority of all customers elect to purchase ~~maintenance~~on-premise license support contracts at the time of ana on-premise license purchase. ~~Maintenance fees~~Support contracts are generally priced as a percentage of the net fees paid by the customer to access the on-premise license. We are unable to establish the SSP for our on-premise licenses based on observable prices asgiven the same products are sold for a broad range of ~~prices~~amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a on-premise license included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any

Table of Contents

residual amount of transaction price allocated to on-premise license ~~revenues.~~

revenue. Maintenance and support contracts are generally priced as a percentage of the net fees paid by the customer to access the on-premise license.

3633

Table of Contents

Item 3 Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency. In the three and six months ended October 31, ~~2020,~~2021, we generated approximately ~~15%~~16% of our ~~revenues~~revenue outside the United States. We typically make international sales through our VARs and employees located in foreign countries and denominate those sales in U.S.~~, Australian~~ and New Zealand dollars, British pounds sterling or euros. However, expenses incurred in connection with these sales are typically denominated in the local currencies. We recorded exchange rate ~~loss~~losses of approximately ~~$145,000~~$60,000 and ~~$9,000~~$159,000 for the three and six months ended October 31, ~~2020, respectively,~~2021 compared to an exchange rate ~~losses~~gains of approximately ~~$0.1 million~~$145,000 and ~~$0.2 million~~$9,000 for the ~~three and six months October 31, 2019.~~same periods in the prior year. We estimate that a 10% movement in foreign currency rates would have had the effect of creating up to a $0.4 million and $0.3 million exchange rate gain or loss for the three and six months ended October 31, ~~2020.~~2021, respectively. 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 and tax-advantaged variable rate and fixed rate obligations of corporations, municipalities, and national, state, and local government agencies. These instruments are denominated in U.S. dollars. The fair market value of these instruments as of October 31, ~~2020~~2021 was approximately ~~$87.7~~$104.4 million compared to ~~$89.7~~$87.7 million as of October 31, ~~2019.~~2020.

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.

3734

Table of Contents

Item 4. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting

Our disclosure controls and procedures (as defined in Rule 13a-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 and Quarterly Reports. 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 changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3835

Table of Contents

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 Quarterly Report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of our Annual Report for fiscal ~~2020.~~2021. There have been no material changes to the risk factors as previously disclosed in such Annual Report.

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 Restated By-Laws dated May 18, 2009. (2)

Exhibits 31.1-31.2.		Rule 13a-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 Form 10-Q for the quarter ended October 31, 1990. (P) Filed in paper format.

(2)Incorporated by reference herein. Filed by the Company as Exhibit 3.1 to its Quarterly Report filed on Form 10-Q for the quarter ended January 31, 2010.

3936

Table of Contents

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: December ~~4, 2020~~3, 2021	By:	/s/ H. Allan Dow
		H. Allan Dow Chief Executive Officer and President (Principal Executive Officer)

Date: December ~~4, 2020~~3, 2021	By:	/s/ Vincent C. Klinges
		Vincent C. Klinges Chief Financial Officer (Principal Financial Officer)

Date: December ~~4, 2020~~3, 2021	By:	/s/ Bryan L. Sell
		Bryan L. Sell Controller and Principal Accounting Officer

4037


	Three Months Ended October 31, 2020		Six Months Ended October 31, 2020
Lease cost
Operating lease cost	$	197	$	391
Short-term lease cost	161		319
Variable lease cost	76		145

Total lease cost	$	434	$	855


	Three Months Ended October 31, 2019				Six Months Ended October 31, 2019
	Class A Common Shares		Class B Common Shares		Class A Common Shares		Class B Common Shares
Distributed earnings	$	0.11	$	0.11	$	0.22	$	0.22
Undistributed losses	$	(0.05)	$	(0.05)	$	(0.13)	$	(0.13)
Total	$	0.06	$	0.06	$	0.09	$	0.09
Distributed earnings	$	3,303	$	202	$	6,552	$	403
Undistributed losses	$	(1,645)	$	(101)	$	(3,810)	$	(234)
Total	$	1,658	$	101	$	2,742	$	169
Basic weighted average common shares outstanding	$	29,787	$	1,822	$	29,618	$	1,822