UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2004
OR
o 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 0-22823
QAD Inc.
(Exact name of Registrant as specified in its charter)
|
Delaware |
|
77-0105228 |
|
(State or other jurisdiction of incorporation or |
|
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(805) 684-6614
(Registrant’s telephone number, including area code)
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 ý No o.
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o.
The number of shares outstanding of the issuer’s common stock as of November 30, 2004 was 33,751,675.
QAD INC.
INDEX
2
QAD INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
|
|
|
October 31, |
|
January 31, |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and equivalents |
|
$ |
57,496 |
|
$ |
59,784 |
|
|
Accounts receivable, net |
|
48,315 |
|
65,455 |
|
||
|
Other current assets |
|
11,362 |
|
13,352 |
|
||
|
|
|
|
|
|
|
||
|
Total current assets |
|
117,173 |
|
138,591 |
|
||
|
|
|
|
|
|
|
||
|
Property and equipment, net |
|
39,271 |
|
34,485 |
|
||
|
Capitalized software costs, net |
|
3,168 |
|
2,966 |
|
||
|
Goodwill |
|
11,296 |
|
11,306 |
|
||
|
Other assets, net |
|
2,438 |
|
2,480 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
173,346 |
|
$ |
189,828 |
|
|
|
|
|
|
|
|
||
|
Liabilities and stockholders’ equity |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Current portion of long-term debt |
|
$ |
1,706 |
|
$ |
11,987 |
|
|
Accounts payable |
|
8,476 |
|
12,553 |
|
||
|
Deferred revenue |
|
56,022 |
|
69,252 |
|
||
|
Other current liabilities |
|
31,723 |
|
38,821 |
|
||
|
|
|
|
|
|
|
||
|
Total current liabilities |
|
97,927 |
|
132,613 |
|
||
|
|
|
|
|
|
|
||
|
Long-term debt |
|
24,344 |
|
7,720 |
|
||
|
Other liabilities |
|
367 |
|
1,882 |
|
||
|
Minority interest |
|
571 |
|
500 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock, $0.001 par value. Authorized 5,000,000 shares; none issued and outstanding |
|
— |
|
— |
|
||
|
Common stock, $0.001 par value. Authorized 150,000,000 shares; issued 35,337,192 and 35,334,291 shares at October 31, 2004 and January 31, 2004, respectively |
|
35 |
|
35 |
|
||
|
Additional paid-in capital |
|
119,308 |
|
119,411 |
|
||
|
Treasury stock, at cost (1,620,372 and 1,561,056 shares at October 31, 2004 and January 31, 2004, respectively) |
|
(10,138 |
) |
(8,100 |
) |
||
|
Accumulated deficit |
|
(52,967 |
) |
(58,038 |
) |
||
|
Unearned compensation – restricted stock |
|
(440 |
) |
— |
|
||
|
Accumulated other comprehensive loss |
|
(5,661 |
) |
(6,195 |
) |
||
|
|
|
|
|
|
|
||
|
Total stockholders’ equity |
|
50,137 |
|
47,113 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
173,346 |
|
$ |
189,828 |
|
See accompanying notes to condensed consolidated financial statements.
3
QAD INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
||||
|
Revenue |
|
|
|
|
|
|
|
|
|
||||
|
License fees |
|
$ |
13,892 |
|
$ |
15,517 |
|
$ |
42,497 |
|
$ |
48,607 |
|
|
Maintenance and other |
|
28,348 |
|
28,617 |
|
84,857 |
|
85,358 |
|
||||
|
Services |
|
13,213 |
|
11,681 |
|
43,126 |
|
34,104 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total revenue |
|
55,453 |
|
55,815 |
|
170,480 |
|
||||||