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The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
The increase in cash provided by operating activities in fiscal 2017 compared to fiscal 2016 was due primarily to: (1) an increase in net earnings, (2) a decrease in the purchases of trading securities due to timing, (3) a decrease in accounts receivable in fiscal 2017 when compared to an increase in fiscal 2016 due to timing of sales and billing, (4) an increase in the net proceeds from sales and maturities of trading securities in fiscal 2017 compared to fiscal 2016 due to timing of purchases and maturity dates, (5) an increase in deferred revenues in fiscal 2017 when compared to a decrease in fiscal 2016 primarily due timing of cloud and maintenance revenue recognition, (6) higher depreciation and amortization expense due to timing of closing capitalized software projects and an acquisition in fiscal 2017, (7) an increase in deferred income taxes in fiscal 2017 compared to a decrease in fiscal 2016 due to timing, (8) a lower increase in prepaid expenses and other assets in fiscal 2017 compared to fiscal 2016 due to timing of purchases and (9) a higher increase in accounts payable and other liabilities when compared to fiscal 2016 due primarily to timing and the amount of sales commissions, bonuses and tax liabilities. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that an acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of an acquired company; • the risk that we may not be able to integrate acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of an acquired company; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of an acquired company or stock option grants to retain employees of an acquired company; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; • changes in general economic and political conditions in countries where we operate; • potential labor strikes, lockouts, work slowdowns and work stoppages; and • restrictions on downsizing operations in Europe and expenses and delays associated with any such activities. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • whether the license agreement includes cloud services such as managing the application and hosting the server that are performed over the term of the contract that then require all the revenue to be spread over the term of the contract; • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; Index to Financial Statements • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Index to Financial Statements The increase in cash provided by operating activities in fiscal 2016 compared to fiscal 2015 was due primarily to: (1) a decrease in the purchases of trading securities due to timing, (2) an increase in accounts payable and other liabilities when compared to an decrease in fiscal 2015 due primarily to timing and the amount of sales commissions, bonuses and tax liabilities, (3) an increase in the net proceeds from sales and maturities of trading securities in fiscal 2016 compared to fiscal 2015 due to timing of purchases and maturity dates, (4) an increase in net earnings, (5) a decrease in deferred income taxes in fiscal 2016 compared to an increase in fiscal 2015 due to timing, (6) no longer reclassifying excess tax benefits from stock-based compensation in fiscal 2016 compared to fiscal 2015 due the adoption of ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting in the 4th quarter of 2016, (7) an increase in the loss on unrealized investments compared to the prior year due to investment markets, (8) an increase in stock-based compensation expense due to the increase value of option grants. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; Index to Financial Statements • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; Index to Financial Statements • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • whether the license agreement includes cloud services such as managing the application and hosting the server that are performed over the term of the contract that then require all the revenue to be spread over the term of the contract; Index to Financial Statements • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; Index to Financial Statements • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
The Company considers the following valuation factors in connection with performing annual impairment testing: • The nature of the business or entity, the risks to which it is subject, and its historical patterns of growth; • The general economic outlook, the position of the industry in the existing economy, and the position of the business or entity within its industry; • The book value and general financial condition of the business or entity; • The earnings history and earnings capacity of the business or entity; • The dividend-paying capacity of the business or entity; Index to Financial Statements American Software, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) April 30, 2013, 2012, and 2011 • The market prices of stocks of businesses engaged in related activities, where such stocks are traded on an exchange or over-the-counter; • Any recent sales of the common stock of the business and the size of the block of stock to be valued; • The existence of undervalued tangible and intangible assets; and • Other special factors and circumstances of the business or entity that can be judged as important to the overall value. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition or loss of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
American Software, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) April 30, 2012, 2011, and 2010 The Company considers the following valuation factors in connection with performing annual impairment testing: • The nature of the business or entity, the risks to which it is subject, and its historical patterns of growth; • The general economic outlook, the position of the industry in the existing economy, and the position of the business or entity within its industry; • The book value and general financial condition of the business or entity; • The earnings history and earnings capacity of the business or entity; • The dividend-paying capacity of the business or entity; • The market prices of stocks of businesses engaged in related activities, where such stocks are traded on an exchange or over-the-counter; • Any recent sales of the common stock of the business and the size of the block of stock to be valued; • The existence of undervalued tangible and intangible assets; and • Other special factors and circumstances of the business or entity that can be judged as important to the overall value. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the shareholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for products and services, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; Index to Financial Statements • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has been in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • general market conditions; • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling shareholders, directors and executive officers; Index to Financial Statements • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
The increase in cash provided by operating activities in fiscal 2011 compared to cash used in operating activities in fiscal 2010 was due primarily to: (1) an increase in accounts payable and other liabilities when compared to a decrease in fiscal 2010 due primarily to increases in sales commissions and bonuses associated with improved performance in fiscal 2011 and increased tax liabilities, (2) an increase in the net proceeds from maturities of trading securities because all debt securities acquired during fiscal 2010 and 2011 were classified as “trading” and are included in operating activities, (3) higher deferred revenues primarily due to increased maintenance sales, (4) higher depreciation and amortization expense due to timing of the completion of capitalized software projects, (5) an increase in net earnings, (6) a decrease in purchases of trading securities, (7) a decrease in prepaid expenses and other assets in fiscal 2011 compared to an increase in fiscal 2010 due to timing of purchases, and (8) a decrease in gain on unrealized investments compared to the prior year due to investment markets. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
The Company considers the following valuation factors in connection with performing annual impairment testing: • The nature of the business or entity, the risks to which it is subject, and its historical patterns of growth; • The general economic outlook, the position of the industry in the existing economy, and the position of the business or entity within its industry; • The book value and general financial condition of the business or entity; • The earnings history and earnings capacity of the business or entity; • The dividend-paying capacity of the business or entity; Index to Financial Statements American Software, Inc. and Subsidiaries Notes to Consolidated Financial Statements-(Continued) April 30, 2011, 2010, and 2009 • The market prices of stocks of businesses engaged in related activities, where such stocks are traded on an exchange or over-the-counter; • Any recent sales of the common stock of the business and the size of the block of stock to be valued; • The existence of undervalued tangible and intangible assets; and • Other special factors and circumstances of the business or entity that can be judged as important to the overall value. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to conflicts in the Middle East and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; • changes in general economic and political conditions in countries where we operate; • potential labor strikes, lockouts, work slowdowns and work stoppages at U.S. and international ports; and • restrictions on downsizing operations in Europe and expenses and delays associated with any such activities. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for our products and services from customer to customer, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling stockholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuance to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to the war in Iraq and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates that may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; • changes in general economic and political conditions in countries where we operate; • potential labor strikes, lockouts, work slowdowns and work stoppages at U.S. and international ports; and • restrictions on downsizing operations in Europe and expenses and delays associated with any such activities. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for our products and services from customer to customer, including multiple levels of authorization required by some customers, is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluation and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time-consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling stockholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to the war in Iraq and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; • changes in general economic and political conditions in countries where we operate. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle for our products and services from customer to customer, including multiple levels of authorization required by some customers is relatively long and variable because of the complex and mission-critical nature of our products; • the demand for our products and services can vary significantly; • the size of our license transactions can vary significantly; Index to Financial Statements • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; Index to Financial Statements • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling stockholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements • failure to properly comply with U.S. laws and regulations relating to the export of our products and services • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements • difficulties in managing foreign operations and appropriate levels of staffing • longer collection cycles • tariffs and other trade barriers • seasonal reductions in business activities, particularly throughout Europe • reduced protection for intellectual property rights in some countries • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences • anti-American sentiment due to the war with Iraq and other American policies that may be unpopular in certain countries Index to Financial Statements • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries • difficulties in enforcing agreements through foreign legal systems • fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency • changes in general economic and political conditions in countries where we operate • potential labor strikes, lockouts, work slowdowns and work stoppages at U.S. and international ports • restrictions on downsizing operations in Europe and expenses and delays associated with any such activities. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products • the size of our license transactions can vary significantly • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community • reduced investor confidence in equity markets, due in part to corporate collapses in recent years Index to Financial Statements • speculation in the press or analyst community • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies • announcements of technological innovations by us or our competitors • new products or the acquisition of significant customers by us or our competitors • developments with respect to our copyrights or other proprietary rights or those of our competitors • changes in interest rates • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies • changes in management • sales of common stock by our controlling stockholders, directors and executive officers • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods • conditions and trends in the software industry generally • the announcement of acquisitions or other significant transactions by us or our competitors • adoption of new accounting standards affecting the software industry • general market conditions • domestic or international terrorism and other factors • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
We currently view the following factors as the primary opportunities and risks associated with our business: - The opportunity to expand the depth and number of strategic relationships with leading enterprise software providers, systems integrators and service providers to integrate our software solutions into their services and products and to create joint marketing opportunities; we currently have a number of marketing alliances, including those with IBM, and SAP; - The opportunity for select acquisitions or investments to provide opportunities to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets; - Our dependence on, and the risks associated with, 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; - The risk that our competitors may develop technologies that are substantially equivalent or superior to our technology; and - The risks inherent in the market for business application software and related services, which has been and continues to be intensely competitive; some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • compliance with multiple and potentially conflicting regulations in Europe, Asia and North America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to the war with Iraq and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; • changes in general economic and political conditions in countries where we operate. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling stockholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
We currently view the following factors as the primary opportunities and risks associated with our business: - The opportunity to expand the depth and number of strategic relationships with leading enterprise software providers, systems integrators and service providers to integrate our software solutions into their services and products and to create joint marketing opportunities; we currently have a number of marketing alliances, including those with IBM, SAP and SSA Global Technologies; - The opportunity for select acquisitions or investments to provide opportunities to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets; - Our dependence on, and the risks associated with, 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; - The risk that our competitors may develop technologies that are substantially equivalent or superior to our technology; and - The risks inherent in the market for business application software and related services, which has been and continues to be intensely competitive; some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins. |
Internal control over financial reporting is a process designed by or under the supervision of our CEO and CFO, and effectively by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations from our management and directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
AMAS is a comprehensive management system that includes sales, distribution, finance, production planning, administration, accounting, EDI and much more, such as: • Powerful order entry and allocation • Invoicing and accounts receivable, including factoring • Finished goods inventory with comprehensive Cut and Sold analysis • Fabric and trims inventory (includes optional roll and dye lot control) • Numerous sales analysis profiles • Powerful and Flexible Bill of Materials • Material requirements planning, including time-phased analysis • Purchasing and Receiving control system • Accounts Payable, with check reconciliation • General Ledger, including up to 20 companies with consolidation • Electronic Data Interchange (EDI) • 807/9802 Remote Plant Tracking and Control System Index to Financial Statements • Import Management System with Letters of Credit and Landed Costing • Production Planning including plant level capacity planning options • Available on a wide range of personal computers and high performance networks • Available on DOS, Novell, Windows95, and Windows NT TPM is a shop floor control software system, designed for any business that is producing sewn products. |
A sample of companies that have purchased one or more of our products or services is as follows: Consumer Packaged Goods Chemicals, Oil & Gas, Pharmaceuticals Manufacturing and Others Avery Dennison Corporation Afrox Avondale Mills Ashley Furniture BP Lubricants Cintas Alberto-Culver Company Caremark Corning Cable Systems Bell Sports Cambrex Karlskoga AB Crown Crafts, Inc. Canandaigua Wine Company Chamberlin-Edmonds Dal-Tile Corporation Carriage House Companies Dow Chemical Company DaimlerChrysler Buses Farley’s & Sathers Candy Facet Technologies Dassault Falcon Jet Company Fisher Scientific International Draka Elevator Products Haverty Furniture Company Genencor International IBM/Synertech Hooker Furniture Kaiser Foundation Intertape Polymer Group Huhtamaki UK Norpro St. Gobain Koch Industries Leviton Manufacturing Company PDVSA Mercury Marine L’Oreal USA Pfizer, Inc. Newell Rubbermaid Malt-O-Meal Company Sigma-Aldrich Corporation Robert Horne Paper Company Maybelline Inc. Stepan Company Russell Corporation McCain Foods West Pharmaceutical Snap On, Incorporated Mills Pride WM Barr & Company Tyco Plastics and Adhesives Nestle Purina Petcare Union Camp O’Sullivan Furniture Retail & Apparel Weyerhauser Parmalat Boots The Chemists US Can Pernod-Ricard Brown Shoe Company xpedx Reckitt Benckisen Columbia Sportswear Company Republic Beverage Company Dick’s Sporting Goods After Market Distribution Rich Seapak Corporation Home Depot Donaldson Company Rockline Industries Hugo Boss Epson America, Inc. S.C. Johnson & Sons, Inc. Jockey International Farnell InOne The Coleman Company Polo Ralph Lauren Holley Carburetors Xerox Global Solutions Ralph Lauren Childrenswear Hyundai Motor America Wrigley Company Rocky Shoes & Boots Ingersoll-Rand Savane Komatsu America International Telecommunications & Utilities Tiffany & Co. Komatsu Europe International Britsh Telecom Under Armour Performance Apparel NACCO Materials Handling Group Florida Power & Light Warnaco Peugeot International Huntsville Utilities Williamson-Dickie Manufacturing Remy International Piedmont Natural Gas VF Corporation Rheem Manufacturing Saudi Consolidated Electric Saab Aircraft Sprint Standard Motor Products Texas Utilities Verizon We typically experience a slight degree of seasonality reflected in a slowing of services revenues during the annual winter holiday season, which occurs in the third quarter of our fiscal year. |
We currently view the following factors as the primary opportunities and risks associated with our business: - The opportunity to expand the depth and number of strategic relationships with leading enterprise software providers, systems integrators and service providers to integrate our software solutions into their services and products and to create joint marketing opportunities; we currently have a number of marketing alliances, including those with IBM and SSA Global Technologies; - The opportunity for select acquisitions or investments to provide opportunities to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets; - Our dependence on, and the risks associated with, 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; - The risk that our competitors may develop technologies that are substantially equivalent or superior to our technology; and - The risks inherent in the market for business application software and related services, which has been and continues to be intensely competitive; some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; Index to Financial Statements • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; • potential assumption of liabilities of our acquisition targets; • significant exit or impairment charges if products acquired in business combinations are unsuccessful; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • failure to properly comply with foreign laws and regulations applicable to our foreign activities including, without limitation, software localization requirements; Index to Financial Statements • failure to properly comply with U.S. laws and regulations relating to the export of our products and services; • difficulties in managing foreign operations and appropriate levels of staffing; • longer collection cycles; • tariffs and other trade barriers; • seasonal reductions in business activities, particularly throughout Europe; • reduced protection for intellectual property rights in some countries; • proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences; • anti-American sentiment due to the war with Iraq and other American policies that may be unpopular in certain countries; • increasing political instability, adverse economic conditions and the potential for war or other hostilities in many of these countries; • difficulties in enforcing agreements through foreign legal systems; • fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided by us in foreign markets where payment for our products and services is made in the local currency; and • changes in general economic and political conditions in countries where we operate. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products; Index to Financial Statements • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts who track our common stock or the stock of other software companies; • changes in management; • sales of common stock by our controlling stockholders, directors and executive officers; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; Index to Financial Statements • adoption of new accounting standards affecting the software industry; • general market conditions; • domestic or international terrorism and other factors; and • the other factors described in these “Risk Factors.” Fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. |
A summary of the status of the Company’s stock option plans as of April 30, 2005, 2004, and 2003 and changes during the years ended on those dates is presented below: Index to Financial Statements AMERICAN SOFTWARE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2005, 2004, and 2003 The following table summarizes information about fixed stock options outstanding at April 30, 2005: A summary of the status of the Subsidiary’s Stock Plan as of April 30, 2005, 2004, and 2003 and changes during the years then ended is presented below: Index to Financial Statements AMERICAN SOFTWARE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2005, 2004, and 2003 The following table summarizes information about fixed stock options outstanding at April 30, 2005: (8) International Revenue and Significant Customer International revenues approximated $5.0 million or 8%, $4.0 million or 7%, and $6.5 million or 11%, of consolidated revenues for the years ended April 30, 2005, 2004, and 2003, respectively, and were derived primarily from customers in Canada and Europe. |
The following summarizes key features of Logility’s product line: Module Features VALUE CHAIN COLLABORATION Logility Voyager Collaborate™ • VICS Collaborative Planning, Forecasting and Replenishment (CPFR) compliant • Collaborative planning with trading partners (customers and suppliers) • Internal Sales and Operations Planning (S&OP) • Open integration architecture supports rapid integration with various forecasting scenarios • Workflows define and tailor business processes • Exception-based management of supply chain business conditions • Deployable in both private and public trading exchanges Logility Voyager Fulfill™ • Collaborative warehouse and transportation planning with suppliers, customers and carriers • Private transportation exchange automates load tendering, bids, and shipment status • Open integration architecture • Workflows define and tailor business processes • Exception-based management of order fulfillment business conditions • Deployable in both private and public trading exchanges DEMAND CHAIN PLANNING Voyager Demand Planning™ • Forecasts future demand for items and groups of products • Self-selecting forecast models speed deployment and support continuous improvement • Plans each phase of a product’s life cycle from introduction, maturity, replacement, substitution and retirement • Causal-based forecasting • Promotion profitability simulations • Personalized data views optimize daily activities for each user • Item stratification supports multi-dimensional analysis • Self-correcting model management automatically re-forecasts based on point of sale (POS) data Module Features • Drag and drop navigation and data manipulation • Performance management proactively monitors, controls and measures supply chain activities and alerts users to important business conditions Voyager Inventory Planning™ • Time-phased view of inventory • Graphical simulations of inventory investments and customer service-level trade-offs • Views of dependent and independent demand • Inventory management variables • Performance management proactively monitors, controls and measures supply chain activities and alerts users to important business conditions GLOBAL SOURCING MANAGEMENT Voyager Value Chain Designer™ • Strategic distribution network optimization • Map customer assignment and facility locations • Balancing customer service levels and cost • Sourcing selection and capacity planning Voyager Global Sourcing • Request For Information and Request For Proposal management • Vendor bid analysis • Supplier performance score card • Collaborate with off-shore production partners Voyager Production Visibility • Collaborative time and action calendars • Monitor supplier quality • Track supplier production and milestone deliverables • Packaging and labeling compliance • Exception-based management and alert notification Voyager Supplier Logistics • Advanced Ship Notice of inbound supplier shipments • Packaging and labeling compliance • Exception-based management and alert notification SUPPLY CHAIN PLANNING Voyager Manufacturing Planning™ • Enterprise-wide capacity planning • Plant-level scheduling • Supports activity-based costing • Optimizes actual costs of sourcing decisions • Interactive simulation • Real-time, in memory model • Distributed and remote visual capacity planning • Remote and collaborative manufacturing Voyager Supply Planning™ • Comprehensive constraint-based management of sourcing process • Supports business goals such as profit maximization or cost minimization • Provides available-to-promise (ATP), capable-to-promise (CTP) and profitable-to-promise (PTP) methodologies • Performance management proactively monitors, controls and measures supply chain activities and alerts users to important business conditions Voyager Replenishment Planning™ • Supports continuous replenishment strategies • Provides time-phased distribution requirements planning • Proactive action messages • Electronic Data Interchange (EDI) integration • ATP methodologies • Multi-site sourcing and allocation SUPPLY CHAIN EXECUTION Voyager Transportation Planning and Management™ • Multi-modal transportation management • Shipment planning and consolidation evaluates options to provide cost-effective on-time delivery • Comprehensive freight rating and routing database • Carrier selection • Load tendering • Shipment confirmation • Freight audit and payment control • Shipment documentation and tracking • Performance management proactively monitors, controls and measures supply chain activities and alerts users to important business conditions Voyager WarehousePRO® • Customizable workflows and other features incorporate best-of-breed warehouse practices • Directs all pick, pack and ship activities through hand-held radio frequency devices • User terminals support a variety of languages • Dynamic label and integrated graphical user interface report printing • Supports adoption of Radio Frequency Identification Device (RFID) technologies • Performance management proactively monitors, controls and measures supply chain activities and alerts users to important business conditions LOGILITY VOYAGER SOLUTIONS FOR COLLABORATIVE SUPPLY CHAIN MANAGEMENT These applications allow companies to plan, manage, optimize and measure their supply chain operations and strategic trading partner relationships for direct material procurement, production, logistics and customer order fulfillment. |
AMAS is a comprehensive management system that includes sales, distribution, finance, production planning, administration, accounting, EDI and much more, such as: • Powerful order entry and allocation • Invoicing and accounts receivable, including factoring • Finished goods inventory with comprehensive Cut and Sold analysis • Fabric and trims inventory (includes optional roll and dye lot control) • Numerous sales analysis profiles • Powerful and Flexible Bill of Materials • Material requirements planning, including time-phased analysis • Purchasing and Receiving control system • Accounts Payable, with check reconciliation • General Ledger, including up to 20 companies with consolidation • Electronic Data Interchange (EDI) • 807/9802 Remote Plant Tracking and Control System • Import Management System with Letters of Credit and Landed Costing • Production Planning including plant level capacity planning options • Available on a wide range of personal computers and high performance networks • Available on DOS, Novell, Windows95, and Windows NT TPM is a shop floor control software system, designed for any business that is producing sewn products. |
A sample of companies that have purchased one or more of our products or services is as follows: Consumer Packaged Goods Chemicals, Oil & Gas, Pharmaceuticals Manufacturing and Others Ashley Furniture ALZA Corporation Avondale Mills Alberto-Culver Company Caremark Cintas Bausch & Lomb Cambrex Karlskoga AB Corning Cable Systems Bell Sports CITGO Petroleum Corporation Crown Crafts, Inc. Boots The Chemists Dow Dal-Tile Corporation Canandaigua Wine Company Eastman Chemical Company DaimlerChrysler Buses Coca-Cola Company Gulf Petrochemical Dassault Falcon Jet Columbia Sportswear Company IMC Global Draka Elevator Products ConAgra, Inc. Kaiser Foundation IBM/Synertech Coty Cosmetics Nordic Synthesis AB Koch Industries Elizabeth Arden Inc. Norpro St. Gobain Mercury Marine Haggar Clothing Company PDVSA Mohawk Paper Haverty Furniture Company Pfizer, Inc. Newell Rubbermaid Hugo Boss Sigma-Aldrich Corporation Peugeot International Huhtamaki UK West Pharmaceutical Rand McNally & Company Johnson Polymer Raytheon Marine Company L’Oreal USA Telecommunications Reynolds Metals Malt-O-Meal British Telecommunications Robert Horne Paper Company Maybelline, Inc. Sprint PCS Russell Corporation Mills Pride Verizon Snap On, Incorporated Nestle Purina Petcare Subaru of America, Inc. Pernod-Ricard Utilities Tyco Plastics and Adhesives Polo Ralph Lauren Florida Power & Light Union Camp Ralph Lauren Childrenswear Huntsville Utilities Weyerhauser Sara Lee Knit Products Piedmont Natural Gas US Can Saks Incorporated Saudi Consolidated Electric xpedx Tiffany & Company Texas Utilities Unilever Research VF Corporation After Market Distribution Williamson-Dickie Manufacturing Delco Remy International Donaldson Company Epson America, Inc. Katun Corporation Komatsu America International Komatsu Europe International Porsche Cars of North America, Inc. Rheem Manufacturing We typically experience a slight degree of seasonality reflected in a slowing of services revenues during the annual winter holiday season, which occurs in the third quarter of our fiscal year. |
We currently view the following factors as the primary opportunities and risks associated with our business: - The opportunity to expand the depth and number of strategic relationships with leading enterprise software providers, systems integrators and service providers to integrate our software solutions into their services and products and to create joint marketing opportunities; we currently have a number of marketing alliances, including those with IBM and SSA Global Technologies; - The opportunity for select acquisitions or investments to provide opportunities to expand our sales distribution channels and/or broaden our product offering by providing additional solutions for our target markets; - Our dependence on, and the risks associated with, 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; - The risk that our competitors may develop technologies that are substantially equivalent or superior to our technology; and - The risks inherent in the market for business application software and related services, which has been and continues to be intensely competitive; some of our competitors may become more aggressive with their prices and/or payment terms, which may adversely affect our profit margins. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts; • changes in management; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; and • domestic or international terrorism and other factors. |
See note 2 for the fair value of the Company’s investments classified as “held-to-maturity.” (4) Property and Equipment Property and equipment consisted of the following at April 30, 2004 and 2003 (in thousands): AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2004, 2003, and 2002 (5) Income Taxes Income tax expense consisted of the following: The Company’s effective income tax rate differs from the “expected” income tax expense calculated by applying the Federal statutory rate of 34% to earnings from continuing operations before income taxes as follows: The significant components of deferred income tax expense attributable to income from continuing operations before income taxes for the years ended April 30, 2004, 2003, and 2002 are as follows: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2004, 2003, and 2002 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at April 30, 2004 and 2003 are presented as follows: In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2004, 2003, and 2002 A summary of the status of the Company’s stock option plans as of April 30, 2004, 2003, and 2002 and changes during the years ended on those dates is presented below: The following table summarizes information about fixed stock options outstanding at April 30, 2004: A summary of the status of the Subsidiary’s Stock Plan as of April 30, 2004, 2003, and 2002 and changes during the years then ended is presented below: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2004, 2003, and 2002 The following table summarizes information about fixed stock options outstanding at April 30, 2004 under the Subsidiary Stock Plan: (9) International Revenue and Significant Customer International revenues approximated $4.0 million or 7%, $6.5 million or 11%, and $7.4 million or 11% of consolidated revenues for the years ended April 30, 2004, 2003, and 2002, respectively, and were derived primarily from customers in Canada and Europe. |
AMAS is a comprehensive management system that includes sales, distribution, finance, production planning, administration, accounting, EDI and much more, such as: • Powerful order entry and allocation • Invoicing and accounts receivable, including factoring • Finished goods inventory with comprehensive Cut and Sold analysis • Fabric and trims inventory (includes optional roll and dye lot control) • Numerous sales analysis profiles • Powerful and Flexible Bill of Materials • Material requirements planning, including time-phased analysis • Purchasing and Receiving control system • Accounts Payable, with check reconciliation • General Ledger, including up to 20 companies with consolidation • Electronic Data Interchange (EDI) • 807/9802 Remote Plant Tracking and Control System • Import Management System with Letters of Credit and Landed Costing • Production Planning including plant level capacity planning options • Available on a wide range of personal computers and high performance networks • Available on DOS, Novell, Windows95, and Windows NT TPM is a shop floor control software system, designed for any business that is producing sewn products. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products; • the size of our license transactions can vary significantly; • the possibility of adverse global political conditions and economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel anticipated system replacement or new system evaluations and implementation due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer’s internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
Risks commonly encountered in such transactions include: • the risk that the acquired company or assets may not further our business strategy or that we paid more than the company or assets were worth; • the difficulty of assimilating the operations and retaining and motivating personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business and the diversion of our management’s attention from other business concerns; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or stock option grants to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • conducting business in currencies other than United States dollars subjects us to factors such as currency controls and fluctuations in currency exchange rates; • we may be unable to hedge some transactions because of uncertainty or the inability to reasonably estimate our foreign exchange exposure; • we may hedge some anticipated transactions and transaction exposures, but could experience losses if exchange rates move in the opposite direction; • we may have difficulty in offering foreign technical standards; • increased cost and development time required to localize our products; • lack of experience in a particular geographic market; • regulatory, social, political, labor or economic conditions in a specific country or region; • reduced protection for intellectual property rights in some countries; • cultural and language difficulties; • political instability; • difficulties in staffing and managing international operations; • laws, policies and other regulatory requirements affecting trade and investment including loss or modification of exemptions for taxes and tariffs, and import and export license requirements; • exposure to different legal standards; • difficulties in collecting accounts receivable and longer collection periods; and • higher operating costs. |
The trading price of our common stock has in the past and may in the future be subject to wide fluctuations in response to factors such as the following: • revenue or results of operations in any quarter failing to meet the expectations, published or otherwise, of the investment community; • reduced investor confidence in equity markets, due in part to corporate collapses in recent years; • speculation in the press or analyst community; • wide fluctuations in stock prices, particularly with respect to the stock prices for other technology companies; • announcements of technological innovations by us or our competitors; • new products or the acquisition of significant customers by us or our competitors; • developments with respect to our copyrights or other proprietary rights or those of our competitors; • changes in interest rates; • changes in investors’ beliefs as to the appropriate price-earnings ratios for us and our competitors; • changes in recommendations or financial estimates by securities analysts; • changes in management; • rumors or dissemination of false or misleading information, particularly through Internet chat rooms, instant messaging, and other rapid-dissemination methods; • conditions and trends in the software industry generally; • the announcement of acquisitions or other significant transactions by us or our competitors; • adoption of new accounting standards affecting the software industry; • general market conditions; and • domestic or international terrorism and other factors. |
See note 2 for the fair value of the Company’s investments classified as “held-to-maturity.” (4) Property and Equipment Property and equipment consist of the following at April 30, 2003 and 2002 (in thousands): (5) Income Taxes Income tax benefit consists of the following: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2003, 2002, and 2001 The Company’s effective income tax rate differs from the “expected” income tax expense (benefit) calculated by applying the Federal statutory rate of 34% to income (loss) from continuing operations before income taxes as follows: The significant components of deferred income tax expense attributable to income (loss) from continuing operations before income taxes for the years ended April 30, 2003, 2002, and 2001 are as follows: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2003, 2002, and 2001 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at April 30, 2003 and 2002 are presented as follows: In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
A summary of the status of the Company’s stock option plans as of April 30, 2003, 2002, and 2001 and changes during the years ended on those dates is presented below: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2003, 2002, and 2001 The following table summarizes information about fixed stock options outstan ding at April 30, 2003: A summary of the status of the Subsidiary’s Stock Plan as of April 30, 2003, 2002, and 2001 and changes during the years then ended is presented below: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2003, 2002, and 2001 The following table summarizes information about fixed stock options outstanding at April 30, 2003 under the Subsidiary Stock Plan: (9) International Revenue and Significant Customer International revenue approximated $6.5 million or 11%, $7.4 million or 11%, and $8.5 million or 12% of consolidated revenue for the years ended April 30, 2003, 2002, and 2001, respectively, and was derived primarily from customers in Canada and Europe. |
The following table summarizes our product line: Module Features Value Chain Collaboration Logility Voyager Collaborate™ • VICS collaborative planning, forecasting and replenishment (CPFR) compliant • Collaborative planning with trading partners (customers and suppliers) • Internal Sales and Operations Planning (S&OP) • Configurable deployment • Open integration architecture supports rapid integration with various forecasting scenarios • Value chain workflow • Exception-based management of business conditions across the value chain • Deployable in both private and public trading exchanges Logility Voyager Fulfill™ • Collaborative warehouse and transportation planning with trading partners (suppliers, customers and carriers) • Configurable deployment • Open integration architecture • Value Chain Workflow defines and tailors business processes • Exception-based management of order fulfillment business conditions • Deployable in both private and public trading exchanges Logility Voyager Select™ • Optimizes transportation performance and pricing for total landed cost calculations • Targets private and public trading exchanges • Extends order sourcing, procurement and logistics offerings Supply Chain Event Management Logility Voyager Navigate™ • Provides supply chain event management for increased visibility of operations • Exception-based management of the supply chain • Efficiently monitors, notifies, controls and measures supply chain performance • Speeds resolution of supply chain exceptions • Optimizes critical human capital via a role-based prioritized list of activities that identify where responsible parties have the biggest impact on operations Module Features • Incorporates any Open Data Base Connectivity (ODBC)-compliant data source for an accurate view of key business conditions Value Chain Strategy Value Chain Designer™ • Strategic distribution network optimization • Customer assignment • Facility location • Balancing customer service levels and cost • Sourcing selection and capacity planning Demand Chain Planning Life Cycle Planning • Plans each phase of a product’s life cycle from introduction, maturity, replacement, substitution and retirement • Flexible demand profile definition • Self-correcting model management automatically re-forecasts based on point of sale (POS) data • Exception-based management alerts users to key business conditions Demand Planning • Item and group forecasting • Self-selecting forecast models speed deployment and support continuous improvement • Personalized data views optimize daily activities for each user • Item stratification supports multi-dimensional analysis • Product life cycle management with simulation • Drag and drop navigation and data manipulation Inventory Planning • Time-phased view of inventory • Graphical simulations of inventory trade-off • Views of dependent and independent demand • Inventory management variables Event Planning • Promotion planning • Self-learning capabilities using artificial intelligence • Causal-based forecasting • Promotion profitability simulations Demand Chain Voyager™ • Forecast retrieval and modifications via the Internet and corporate intranets • Tight integration with Demand Planning • Promotion planning calendars • Comprehensive security features Module Features • Collaborative planning with trading partners Supply Chain Planning Manufacturing Planning • Enterprise-wide capacity planning • Plant-level scheduling • Supports activity-based costing • Optimizes sourcing decisions’ actual costs • Interactive simulation • Real-time, in memory model • Distributed and remote visual capacity planning • Remote and collaborative manufacturing Supply Planning • Comprehensive constraint-based management of sourcing process • Supports business goals such as profit maximization or cost minimization • Provides available-to-promise (ATP), capable to promise (CTP) and profitable to promise (PTP) methodologies • Exception-based management of supply chain conditions Replenishment Planning • Supports continuous replenishment strategies • Provides time-phased distribution requirements planning • Proactive action messages • EDI integration • ATP methodologies • Multi-site sourcing and allocation Transportation Planning • Load control center • Shipment planning and consolidation • Freight rating and routing • Carrier selection Supply Chain Execution Transportation Management • Load tendering • Shipment confirmation • Freight audit and payment control • Shipment documentation and tracking WarehousePRO® • Customizable workflows and attributes incorporate best-of-breed warehouse practices • Directs all pick, pack and ship activities through hand-held radio frequency devices • User terminals support a variety of languages • Dynamic label and integrated graphical user interface report printing Logility Voyager Solutions for Collaborative Value Chain Management These applications allow companies to execute and manage strategic trading partner relationships for direct material procurement, logistics and customer order fulfillment via the Internet, intranets and extranets. |
A sample of companies that have purchased one or more of our products and services is as follows: Consumer Packaged Goods Chemicals, Oil & Gas, Pharmaceuticals Manufacturing and Others Ashley Furniture Beyschlag Centralab Component Appleton Paper Aurora Foods BOC Distribution Services Corning Cable Systems Bausch & Lomb CITGO Petroleum Corporation Crown Crafts, Inc. Bell Sports Eastman Chemical Company Dal-Tile Corporation Boots The Chemists Gulf Petrochemical Epson America, Inc Canandaigua Wine Company Intesa HugoBoss ConAgra, Inc. Kaiser Foundation IBM/Synertech Haverty Furniture Company Nordic Synthesis AB Koch Industries Heineken USA Noxpro St. Gobain Komatsu L’Oreal USA Pharmacia Magneti Marelli Maybelline, Inc. Pfizer, Inc. Mercury Marine McCormick & Company Sigma-Aldrich Corporation Mohawk Paper Mills Pride Peugeot International Nestle France Pharmavite Corporation Telecommunications Playmobil Malta Porsche Cars of North America, Inc. British Telecom Pernod Ricard USA GTE Newell Company Ralph Lauren Childrenswear Sprint PCS Rand McNally & Company Sara Lee Knit Products Raytheon Marine Company Saks Incorporated S.C.Johnson & Sons Inc. Utilities Reynolds Metals Rheem Manufacturing Alabama Gas Corporation The Franklin Mint Allegheny Power Corporation RJ Reynolds The HoneyBaked Ham Co. Florida Power & Light Robert Horne Paper Company Tiffany & Company Saudi Consolidated Electric Russell Corporation Unilever Research Texas Utilities Siecor VF Corporation Snap On, Incorporated Wickes Furniture Sony Electronics Subaru of America, Inc. Tyco Plastics and Adhesives Union Camp Wells/Bloomfield Xpedx Integrated System Design While our customers can use our software applications individually, we have designed them to be combined as integrated systems to meet unique customer requirements. |
Our contracting activity is difficult to forecast for a variety of reasons, including the following: • we complete a significant portion of our license agreements within the last few weeks of each quarter; • our sales cycle is relatively long and variable because of the complex and mission-critical nature of our products; • the size of our license transactions can vary significantly; • the possibility of economic downturns, both domestic and international, characterized by decreased product demand, price erosion, technological shifts, work slowdowns and layoffs, may substantially reduce customer demand and contracting activity; • customers may unexpectedly postpone or cancel system replacement or new system evaluations due to changes in their strategic priorities, project objectives, budgetary constraints, internal purchasing processes or company management; • customer evaluations and purchasing processes vary from company to company, and a customer's internal approval and expenditure authorization process can be difficult and time consuming, even after selection of a vendor; and • the number, timing and significance of software product enhancements and new software product announcements by us and by our competitors may affect purchase decisions. |
Risks commonly encountered in such transactions include: • the difficulty of assimilating the operations and personnel of the combined companies; • the risk that we may not be able to integrate the acquired technologies or products with our current products and technologies; • the potential disruption of our ongoing business; • the inability to retain key technical and managerial personnel; • the inability of management to maximize our financial and strategic position through the successful integration of acquired businesses; • adverse impact on our annual effective tax rate; • dilution of existing equity holders caused by capital stock issuances to the stockholders of acquired companies or to retain employees of the acquired companies; • difficulty in maintaining controls, procedures and policies; • potential adverse impact on our relationships with partner companies or third-party providers of technology or products; • the impairment of relationships with employees and customers; and • issues with product quality, product architecture, legal contingencies, product development issues, or other significant issues that may not be detected through our due diligence process. |
The following factors, among others, could have an adverse impact on our business and earnings: • conducting business in currencies other than United States dollars subjects us to factors such as currency controls and fluctuations in currency exchange rates; • we may be unable to hedge some transactions because of uncertainty or the inability to reasonably estimate our foreign exchange exposure; • we may hedge some anticipated transactions and transaction exposures, but could experience losses if exchange rates move in the opposite direction; • we may have difficulty in offering foreign technical standards; • increased cost and development time required to localize our products; • lack of experience in a particular geographic market; • regulatory, social, political, labor or economic conditions in a specific country or region; • reduced protection for intellectual property rights in some countries; • cultural and language difficulties; • political instability; • difficulties in staffing and managing international operations; • laws, policies and other regulatory requirements affecting trade and investment including loss or modification of exemptions for taxes and tariffs, and import and export license requirements; • exposure to different legal standards; • difficulties in collecting accounts receivable and longer collection periods; and • operating costs in many countries are higher than in the United States. |
See note 2 for the fair value of the Company’s investments classified as “held-to-maturity.” (4) Property and Equipment Property and equipment consist of the following at April 30, 2002 and 2001 (in thousands): AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2002, 2001, and 2000 (5) Intangible Assets Intangible assets consist of the following at April 30, 2002 and 2001 (in thousands): (6) Income Taxes Income tax expense (benefit) consists of the following: The Company’s effective income tax rate of 0% 10%, and 14% for the years ended April 30, 2002, 2001, and 2000, respectively, differs from the “expected” income tax expense (benefit) for those years calculated by applying the Federal statutory rate of 34% to income (loss) from continuing operations before income taxes as follows: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2002, 2001, and 2000 Permanent differences are primarily derived from nondeductible in-process research and development charges and amortization of goodwill. |
123, the Company’s net AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2002, 2001, and 2000 earnings (loss) and diluted earnings (loss) per share would have been changed to the pro forma amounts indicated below (including amount for Subsidiary Stock Plan): The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: A summary of the status of the Company’s stock option plans as of April 30, 2002, 2001, and 2000 and changes during the years ended on those dates is presented below: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2002, 2001, and 2000 The following table summarizes information about fixed stock options outstanding at April 30, 2002: A summary of the status of the Subsidiary Stock Plan as of April 30, 2002, 2001, and 2000 and changes during the years then ended is presented below: The following table summarizes information about fixed stock options outstanding at April 30, 2002 under the Subsidiary Stock Plan: AMERICAN SOFTWARE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) April 30, 2002, 2001, and 2000 (10) International Revenues and Significant Customer International revenues approximated $7.4 million or 11%, $8.5 million or 12%, and $7.8 million or 9% of consolidated revenues for the years ended April 30, 2002, 2001, and 2000, respectively, and were primarily from customers in Canada and Europe. |
SIGNATURE TITLE DATE /s/ James C. Edenfield President, Chief July 28, 1995 - ------------------------------------- Executive Officer, JAMES C. EDENFIELD Treasurer and Director /s/ Thomas L. Newberry Chairman of the July 28, 1995 - ------------------------------------- Board of Directors THOMAS L. NEWBERRY /s/ David H. Gambrell Director July 28, 1995 - ------------------------------------- DAVID H. GAMBRELL /s/ Thomas R. Williams Director July 28, 1995 - ------------------------------------- THOMAS R. WILLIAMS /s/ Peter W. Pamplin Chief Accounting July 28, 1995 - ------------------------------------- Officer, Acting PETER W. PAMPLIN Chief Financial Officer INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholders American Software, Inc.: Under date of June 9, 1995, we reported on the consolidated balance sheets of American Software, Inc. and subsidiaries as of April 30, 1995 and 1994, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended April 30, 1995, as contained in the 1995 annual report to shareholders. |
These factors include but are not limited to: • Unusual weather conditions and their effect on energy sales to customers and energy commodity prices; • Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes, flooding, climate changes and changes in water temperatures and availability that can cause outages and property damage to facilities; • The impact of extraordinary external events, such as the current pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in our markets; • Federal, state and local legislative and regulatory developments, including changes in or interpretations of federal and state tax laws and regulations; • Risks of operating businesses in regulated industries that are subject to changing regulatory structures; • Changes to regulated electric rates collected by the Companies and regulated gas distribution, transportation and storage rates collected by Dominion Energy; • Changes in rules for RTOs and ISOs in which the Companies join and/or participate, including changes in rate designs, changes in FERC’s interpretation of market rules and new and evolving capacity models; • Risks associated with Virginia Power’s membership and participation in PJM, including risks related to obligations created by the default of other participants; • Risks associated with entities in which Dominion Energy shares ownership with third parties, including risks that result from lack of sole decision making authority, disputes that may arise between Dominion Energy and third party participants and difficulties in exiting these arrangements; • Changes in future levels of domestic and international natural gas production, supply or consumption; • Impacts to Dominion Energy’s noncontrolling interest in Cove Point from fluctuations in future volumes of LNG imports or exports from the U.S. and other countries worldwide or demand for, purchases of, and prices related to natural gas or LNG; • Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated with such regulatory approvals; • The inability to complete planned construction, conversion or growth projects at all, or with the outcomes or within the terms and time frames initially anticipated, including as a result of increased public involvement, intervention or litigation in such projects; • Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission or discharge limits for GHGs and other substances, more extensive permitting requirements and the regulation of additional substances; • Cost of environmental compliance, including those costs related to climate change; • Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities; • Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals; • Unplanned outages at facilities in which the Companies have an ownership interest; • The impact of operational hazards, including adverse developments with respect to pipeline and plant safety or integrity, equipment loss, malfunction or failure, operator error, and other catastrophic events; • Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel, decommissioning, plant maintenance and changes in existing regulations governing such facilities; • Changes in operating, maintenance and construction costs; • Domestic terrorism and other threats to the Companies’ physical and intangible assets, as well as threats to cybersecurity; • Additional competition in industries in which the Companies operate, including in electric markets in which Dominion Energy’s nonregulated generation facilities operate and potential competition from the development and deployment of alternative energy sources, such as self-generation and distributed generation technologies, and availability of market alternatives to large commercial and industrial customers; • Competition in the development, construction and ownership of certain electric transmission facilities in the Companies’ service territory in connection with Order 1000; • Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies; • Changes in demand for the Companies’ services, including industrial, commercial and residential growth or decline in the Companies’ service areas, changes in supplies of natural gas delivered to Dominion Energy’s pipeline system, failure to maintain or replace customer contracts on favorable terms, changes in customer growth or usage patterns, including as a result of energy conservation programs, the availability of energy efficient devices and the use of distributed generation methods; • Receipt of approvals for, and timing of, closing dates for acquisitions and divestitures; • Impacts of acquisitions, divestitures, transfers of assets to joint ventures and retirements of assets based on asset portfolio reviews; • The expected timing and likelihood of completion of the Q-Pipe Transaction, including the ability to obtain the requisite regulatory approvals and the terms and conditions of such regulatory approvals; • Adverse outcomes in litigation matters or regulatory proceedings, including matters acquired in the SCANA Combination; • Counterparty credit and performance risk; • Fluctuations in the value of investments held in nuclear decommissioning trusts by the Companies and in benefit plan trusts by Dominion Energy; • Fluctuations in energy-related commodity prices and the effect these could have on Dominion Energy’s earnings and the Companies’ liquidity position and the underlying value of their assets; • Fluctuations in interest rates; • Changes in rating agency requirements or credit ratings and their effect on availability and cost of capital; • Global capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms; • Political and economic conditions, including inflation and deflation; • Employee workforce factors including collective bargaining agreements and labor negotiations with union employees; and • Changes in financial or regulatory accounting principles or policies imposed by governing bodies. |
DOMINION ENERGY Results of Operations Presented below is a summary of Dominion Energy’s consolidated results: Overview 2020 VS. 2019 Net income attributable to Dominion Energy decreased $1.8 billion, primarily due to charges presented in discontinued operations associated with the cancellation of the Atlantic Coast Pipeline Project and related portions of the Supply Header Project, a decrease in net investment earnings on nuclear decommissioning trust funds, an increase in charges associated with the planned early retirements of certain electric generation facilities in Virginia, an impairment charge associated with interests in certain nonregulated solar generation facilities, a contract termination charge in connection with the sale of Fowler Ridge, a charge for benefits expected to be provided to retail electric customers in Virginia through the use of a CCRO in accordance with the GTSA and a charge for the forgiveness of Virginia retail electric customer accounts in arrears pursuant to legislation enacted in November 2020. |
Analysis of Consolidated Operations Presented below are selected amounts related to Dominion Energy’s results of operations: An analysis of Dominion Energy’s results of operations follows: 2020 VS. 2019 Operating revenue decreased 2%, primarily reflecting: • A $700 million decrease in the fuel cost component included in utility rates as a result of a net decrease in commodity costs associated with sales to electric utility retail customers ($651 million) and gas utility customers ($49 million); • A $625 million decrease as a result of the contribution of SEMI to Wrangler in December 2019; • A $121 million decrease in sales to electric utility retail customers from a decrease in cooling degree days during the cooling season ($76 million) and a net decrease in heating degree days during the heating season ($45 million); • A $73 million decrease due to unfavorable pricing ($36 million) and lower volumes ($37 million) at Millstone, including the effects of the Millstone 2019 power purchase agreements; • A $71 million decrease in sales to DESC electric retail customers from the capital cost rider; • A $58 million decrease in sales to electric utility retail customers associated with usage factors impacted by COVID-19; • A $45 million decrease due to the absence of various contracts at Virginia Power; and • A $34 million decrease in sales to electric retail customers associated with economic and other usage factors. |
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