##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-22823
 QAD Inc.
  Delaware
    
    77-0105228(State or other jurisdiction of incorporation or 
organization)
    
    (I.R.S. Employer Identification No.)
 100 Innovation Place, Santa Barbara, California 93108
 (805) 566-6000
 þ o
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




---



##### 



QAD INC.
INDEX
 PagePART I  FINANCIAL INFORMATIONITEM 1 Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of
April 30, 2008 and January 31, 2008
    
    
    1Condensed Consolidated Statements of Operations
for the Three Months Ended April 30, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows
for the Three Months Ended April 30, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4ITEM 2 Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    14ITEM 3 Quantitative and Qualitative Disclosures
About Market Risk
    
    
    22ITEM 4 Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONITEM 1 Legal Proceedings
    
    
    24ITEM 1A Risk Factors
    
    
    24ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24ITEM 3 Defaults Upon Senior Securities
    
    
    24ITEM 4 Submission of Matters to a Vote of Security Holders
    
    
    24ITEM 5 Other Information
    
    
    24ITEM 6 Exhibits
    
    
    24SIGNATURES
    
    
    25EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




---



##### Table of Contents



PART I
 
 ITEM 1  FINANCIAL STATEMENTS
 QAD INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 (unaudited)
 April 30,
    
    
    January 31,2008
    
    
    2008AssetsCurrent assets:Cash and equivalents
    
    $
    45,841
    
    
    $
    45,613Marketable securities
    
    
    228
    
    
    
    Accounts receivable, net
    
    
    58,852
    
    
    
    83,027Other current assets
    
    
    24,437
    
    
    
    22,742Total current assets
    
    
    129,358
    
    
    
    151,382Property and equipment, net
    
    
    42,914
    
    
    
    42,450Capitalized software costs, net
    
    
    8,275
    
    
    
    8,783Goodwill
    
    
    23,427
    
    
    
    22,591Other assets, net
    
    
    12,212
    
    
    
    10,687Total assets
    
    $
    216,186
    
    
    $
    235,893Liabilities and stockholders equityCurrent liabilities:Current portion of long-term debt
    
    $
    272
    
    
    $
    274Accounts payable
    
    
    7,700
    
    
    
    12,249Deferred revenue
    
    
    82,143
    
    
    
    89,349Other current liabilities
    
    
    33,887
    
    
    
    40,664Total current liabilities
    
    
    124,002
    
    
    
    142,536Long-term debt
    
    
    16,929
    
    
    
    16,998Other liabilities
    
    
    4,181
    
    
    
    3,764Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value. Authorized 5,000,000
shares; none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value. Authorized 150,000,000
shares; issued 35,349,867 and 35,347,367 shares at
April 30, 2008 and January 31, 2008, respectively
    
    
    35
    
    
    
    35Additional paid-in capital
    
    
    137,006
    
    
    
    135,362Treasury stock, at cost (4,797,835 and 4,596,476 shares at
April 30, 2008 and January 31, 2008, respectively)
    
    
    (38,094
    )
    
    
    (36,336
    )Accumulated deficit
    
    
    (23,320
    )
    
    
    (21,596
    )Accumulated other comprehensive loss
    
    
    (4,553
    )
    
    
    (4,870
    )Total stockholders equity
    
    
    71,074
    
    
    
    72,595Total liabilities and stockholders equity
    
    $
    216,186
    
    
    $
    235,893
   1




---



##### Table of Contents



QAD INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
(unaudited)
 Three Months EndedApril 30,2008
    
    
    2007Revenue:License fees
    
    $
    11,961
    
    
    $
    10,197Maintenance and other
    
    
    34,159
    
    
    
    31,037Services
    
    
    20,718
    
    
    
    15,410Total revenue
    
    
    66,838
    
    
    
    56,644Costs and expenses:Cost of license fees
    
    
    2,288
    
    
    
    1,863Cost of maintenance, service and other revenue
    
    
    27,689
    
    
    
    22,919Sales and marketing
    
    
    18,249
    
    
    
    16,093Research and development
    
    
    11,074
    
    
    
    10,443General and administrative
    
    
    8,323
    
    
    
    8,127Amortization of intangibles from acquisitions
    
    
    178
    
    
    
    211Total costs and expenses
    
    
    67,801
    
    
    
    59,656Operating loss
    
    
    (963
    )
    
    
    (3,012
    )Other expense (income):Interest income
    
    
    (385
    )
    
    
    (585
    )Interest expense
    
    
    316
    
    
    
    319Other expense (income), net
    
    
    342
    
    
    
    (76
    )Total other expense (income)
    
    
    273
    
    
    
    (342
    )Loss before income taxes
    
    
    (1,236
    )
    
    
    (2,670
    )Income tax benefit
    
    
    (506
    )
    
    
    (778
    )Net loss
    
    $
    (730
    )
    
    $
    (1,892
    )Basic net loss per share
    
    $
    (0.02
    )
    
    $
    (0.06
    )Diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.06
    )
   2




---



##### Table of Contents



QAD INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
(unaudited)
 Three Months EndedApril 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (730
    )
    
    $
    (1,892
    )Adjustments to reconcile net loss to net cash provided by operating
activities:Depreciation and amortization
    
    
    2,659
    
    
    
    2,185Provision for doubtful accounts and sales adjustments
    
    
    (159
    )
    
    
    243Gain on disposal of property and equipment
    
    
    
    
    
    
    (56
    )Stock compensation expense
    
    
    1,604
    
    
    
    1,477Other, net
    
    
    (77
    )
    
    
    (120
    )Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable
    
    
    25,206
    
    
    
    13,716Other assets
    
    
    (2,035
    )
    
    
    265Accounts payable
    
    
    (2,698
    )
    
    
    (3,289
    )Deferred revenue
    
    
    (8,660
    )
    
    
    (4,091
    )Other liabilities
    
    
    (7,300
    )
    
    
    (6,652
    )Net cash provided by operating activities
    
    
    7,810
    
    
    
    1,786Cash flows from investing activities:Purchase of property and equipment
    
    
    (1,579
    )
    
    
    (1,209
    )Capitalized software costs
    
    
    (326
    )
    
    
    (447
    )Acquisition of businesses, net of cash acquired
    
    
    (2,350
    )
    
    
    (861
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    57Net cash used in investing activities
    
    
    (4,255
    )
    
    
    (2,460
    )Cash flows from financing activities:Repayments of debt
    
    
    (71
    )
    
    
    (61
    )Proceeds from issuance of common stock
    
    
    232
    
    
    
    1,433Changes in cash overdraft
    
    
    (856
    )
    
    
    (423
    )Dividends paid
    
    
    (769
    )
    
    
    (811
    )Repurchase of common stock
    
    
    (2,219
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (3,683
    )
    
    
    138Effect of exchange rates on cash and equivalents
    
    
    356
    
    
    
    1,807Net increase in cash and equivalents
    
    
    228
    
    
    
    1,271Cash and equivalents at beginning of period
    
    
    45,613
    
    
    
    54,192Cash and equivalents at end of period
    
    $
    45,841
    
    
    $
    55,463
   3




---



##### Table of Contents



QAD INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 1. BASIS OF PRESENTATION
  2. RECENT ACCOUNTING PRONOUNCEMENTS
 Determination of the Useful Life of Intangible Assets
  Business Combinations
  Minority Interests
   4




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 3. COMPUTATION OF NET LOSS PER SHARE
  Three Months EndedApril 30,2008
    
    
    2007(in thousands, except per share data)Net loss
    
    $
    (730
    )
    
    $
    (1,892
    )Weighted average shares of common
stock outstanding  basic
    
    
    30,678
    
    
    
    32,426Weighted average shares of common
stock equivalents issued using the
treasury 
stock method
    
    
    
    
    
    
    Weighted average shares of common
stock and common stock equivalents

outstanding  diluted
    
    
    30,678
    
    
    
    32,426Basic net loss per share
    
    $
    (0.02
    )
    
    $
    (0.06
    )Diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.06
    )
  4. COMPREHENSIVE LOSS
  Three Months EndedApril 30,2008
    
    
    2007(in thousands)Net loss
    
    $
    (730
    )
    
    $
    (1,892
    )Foreign currency translation adjustments
    
    
    317
    
    
    
    1,348Comprehensive loss
    
    $
    (413
    )
    
    $
    (544
    )
 5. FAIR VALUE MEASUREMENTS
   5




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 5. FAIR VALUE MEASUREMENTS (Continued)
       Fair value measurement at reporting date usingQuoted Prices inActive Markets for
    
    
    Significant Other
    
    
    SignificantApril 30,
    
    
    Identical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash Equivalents:Money market mutual funds
    
    $
    29,259
    
    
    $
    29,259
    
    
    $
    
    
    
    $
    Marketable Securities:Auction rate preferred securities
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    228Total
    
    $
    29,487
    
    
    $
    29,259
    
    
    $
    
    
    
    $
    228
 SFAS
157
 (Level 3)Balance at January 31, 2008
    
    $
    Marketable securities
    
    
    228Balance at April 30, 2008
    
    $
    228
 Financial
Liabilities
  6




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 6. BUSINESS COMBINATIONS
 FullTilt
  Thailand Minority Interest
  7. CAPITALIZED SOFTWARE COSTS
  April 30,
    
    
    January 31,2008
    
    
    2008(in thousands)Capitalized software costs:Acquired software technology
    
    $
    9,102
    
    
    $
    8,884Capitalized software development costs
    
    
    3,436
    
    
    
    3,10312,538
    
    
    
    11,987Accumulated amortization
    
    
    (4,263
    )
    
    
    (3,204
    )Capitalized software costs, net
    
    $
    8,275
    
    
    $
    8,783
    7




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 8. GOODWILL AND INTANGIBLE ASSETS
 Goodwill
  North
    
    
    
    
    
    
    Asia
    
    
    LatinAmerica
    
    
    EMEA
    
    
    Pacific
    
    
    America
    
    
    Total(in thousands)Balances, January 31, 2008
    
    $
    4,133
    
    
    $
    16,650
    
    
    $
    991
    
    
    $
    817
    
    
    $
    22,591Impact of foreign currency translation
    
    
    
    
    
    
    822
    
    
    
    (12
    )
    
    
    26
    
    
    
    836Balances, April 30, 2008
    
    $
    4,133
    
    
    $
    17,472
    
    
    $
    979
    
    
    $
    843
    
    
    $
    23,427
  Intangible Assets
 April 30,
    
    
    January 31,2008
    
    
    2008(in thousands)Amortizable intangible assetsCustomer relationships
    
    $
    1,567
    
    
    $
    1,528Trade name
    
    
    593
    
    
    
    565Covenant not to compete
    
    
    185
    
    
    
    1852,345
    
    
    
    2,278Less: accumulated amortization
    
    
    (1,340
    )
    
    
    (1,130
    )Net amortizable intangible assets
    
    $
    1,005
    
    
    $
    1,148
  9. DEBT
 April 30,
    
    
    January 31,2008
    
    
    2008(in thousands)Total debtNotes payable
    
    $
    17,183
    
    
    $
    17,245Capital lease obligations
    
    
    18
    
    
    
    2717,201
    
    
    
    17,272Less current maturities
    
    
    (272
    )
    
    
    (274
    )Long-term debt
    
    $
    16,929
    
    
    $
    16,998
  8




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 9. DEBT (Continued)
 Notes Payable
  Credit Facility
    10. INCOME TAXES
     9




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 11. STOCK-BASED COMPENSATION
   Three Months Ended April 30,2008
    
    
    2007(in thousands)Stock-based compensation expense:Cost of maintenance, service and other revenue
    
    $
    293
    
    
    $
    248Sales and marketing
    
    
    387
    
    
    
    351Research and development
    
    
    244
    
    
    
    221General and administrative
    
    
    680
    
    
    
    657Total stock-based compensation expense
    
    $
    1,604
    
    
    $
    1,477
 SFAS
123R,
  Three Months Ended April 30,2008
    
    
    2007Expected life in years (1)
    
    
    5.25
    
    
    
    5.25Risk free interest rate (2)
    
    
    3.10
    %
    
    
    4.59
    %Volatility (3)
    
    
    51
    %
    
    
    59
    %Dividend rate (4)
    
    
    1.23
    %
    
    
    1.04
    %
 (1)
    
    The expected life of SARs granted under the stock plans is based on historical exercise
patterns, which the Company believes are representative of future behavior.(2)
    
    The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with
the expected life of the SARs in effect at the time of grant.(3)
    
    The Company estimates the volatility of its common stock at the date of grant based on the
historical volatility of the Companys common stock, which it believes is representative of
the expected volatility over the expected life of SARs.(4)
    
    The Company expects to continue paying quarterly dividends at the same rate as it has over
the last year.  10




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 11. STOCK-BASED COMPENSATION (Continued)
  Weighted
    
    
    WeightedAverage
    
    
    AverageOptions/
    
    
    Exercise
    
    
    Remaining
    
    
    AggregateSARs
    
    
    Price per
    
    
    Contractual
    
    
    Intrinsic Value(in thousands)
    
    
    Share
    
    
    Term (years)
    
    
    (in thousands)Outstanding at January 31, 2008
    
    
    5,628
    
    
    $
    7.98
    
    
    
    5.4
    
    
    $
    7,273Granted
    
    
    100
    
    
    
    8.03Exercised
    
    
    (68
    )
    
    
    3.77Expired
    
    
    (36
    )
    
    
    13.57Forfeited
    
    
    (35
    )
    
    
    8.13Outstanding at April 30, 2008
    
    
    5,589
    
    
    $
    7.99
    
    
    
    5.2
    
    
    $
    2,912Vested and expected to vest at
April 30, 2008 (1)
    
    
    5,312
    
    
    $
    7.98
    
    
    
    5.2
    
    
    $
    2,872Vested and exercisable at April 30, 2008
    
    
    2,777
    
    
    $
    7.90
    
    
    
    4.3
    
    
    $
    2,448
 
 (1)
    
    The expected to vest options and SARs are the result of applying the
pre-vesting forfeiture rate assumptions to total outstanding equity
awards.    WeightedAverageRSUs
    
    
    Grant Date(in thousands)
    
    
    Fair ValueBalance at January 31, 2008
    
    
    334
    
    
    $
    8.17Granted
    
    
    5
    
    
    $
    7.44Balance at April 30, 2008
    
    
    339
    
    
    $
    8.16
   11




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 12. STOCKHOLDERS EQUITY
 Stock Repurchase Program
  13. COMMITMENTS AND CONTINGENCIES
 Indemnifications
   Legal Actions
  14. BUSINESS SEGMENT INFORMATION
    12




---



##### Table of Contents



QAD INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 14. BUSINESS SEGMENT INFORMATION (Continued)
  Three Months EndedApril 30,2008
    
    
    2007(in thousands)Revenue:North America(1)
    
    $
    28,302
    
    
    $
    22,968EMEA
    
    
    21,355
    
    
    
    19,863Asia Pacific
    
    
    12,133
    
    
    
    10,031Latin America
    
    
    5,048
    
    
    
    3,782$
    66,838
    
    
    $
    56,644Operating income (loss):North America
    
    $
    3,146
    
    
    $
    2,338EMEA
    
    
    (285
    )
    
    
    191Asia Pacific
    
    
    1,052
    
    
    
    343Latin America
    
    
    243
    
    
    
    (95
    )Corporate
    
    
    (5,119
    )
    
    
    (5,789
    )$
    (963
    )
    
    $
    (3,012
    )
 April 30,
    
    
    January 31,2008
    
    
    2008(in thousands)Property and equipment, net:North America
    
    $
    34,735
    
    
    $
    34,682EMEA
    
    
    6,422
    
    
    
    6,082Asia Pacific
    
    
    1,273
    
    
    
    1,247Latin America
    
    
    484
    
    
    
    439$
    42,914
    
    
    $
    42,450
 
 (1)
    
    Sales
into Canada and Trinidad accounted for 3% of North America total
revenue in the period ended April 30, 2008 and 4% for the period ended
April 30, 2007.  13




---



##### Table of Contents



ITEM 2 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS
 2008.
 INTRODUCTION
  OVERVIEW
 The Business
   CRITICAL ACCOUNTING POLICIES
  Revenue Recognition
  14




---



##### Table of Contents



License Revenue.
 SOP
No. 97-2
  Maintenance Revenue.
 Services Revenue.
    15




---



##### Table of Contents



Accounts Receivable Allowances
 Goodwill and Intangible Assets (SFAS
142). SFAS 144,

  note 8 
 Capitalized Software Development Costs.
  16




---



##### Table of Contents



Valuation of Deferred Tax Assets and Tax Contingency Reserves
   Stock-based Compensation Expense
    17




---



##### Table of Contents



RESULTS OF OPERATIONS
  Three Months EndedApril 30,2008
    
    
    2007Revenue:License fees
    
    
    18
    %
    
    
    18
    %Maintenance and other
    
    
    51
    
    
    
    55Services
    
    
    31
    
    
    
    27Total revenue
    
    
    100
    
    
    
    100Costs and expenses:Cost of license fees
    
    
    3
    
    
    
    3Cost of maintenance, service and other revenue
    
    
    42
    
    
    
    41Sales and marketing
    
    
    27
    
    
    
    28Research and development
    
    
    17
    
    
    
    19General and administrative
    
    
    12
    
    
    
    14Amortization of intangibles from acquisitions
    
    
    
    
    
    
    Total costs and expenses
    
    
    101
    
    
    
    105Operating loss
    
    
    (1
    )
    
    
    (5
    )Other expense (income)
    
    
    1
    
    
    
    Loss before income taxes
    
    
    (2
    )
    
    
    (5
    )Income tax expense
    
    
    (1
    )
    
    
    (2
    )Net loss
    
    
    (1
    )%
    
    
    (3
    )%
 Total Revenue
 License Revenue
 Maintenance and Other Revenue
  18




---



##### Table of Contents



Services Revenue.
 Total Cost of Revenue.
 Sales and Marketing.
 Research and Development.
 General and Administrative.
 Amortization of Intangibles from Acquisitions.
 Other
Expense (Income)
 Income Tax Benefit.
  19




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Working Capital
    billed
   20




---



##### Table of Contents



Cash Flows
  Operating Activities
  Investing Activities
  Financing Activities
   Contractual Obligations
 Credit Facility
    21




---



##### Table of Contents



Notes Payable
  Obligations Associated with Acquisitions
  
 ITEM 3
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Exchange
 April 30, 2008
 Interest Rates.
   22




---



##### Table of Contents



ITEM 4
 CONTROLS AND PROCEDURES
 Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting.
  23




---



##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Numberof Shares
    
    
    Maximum Number ofPurchased as Part
    
    
    Shares that May Yet BeTotal Number
    
    
    Average
    
    
    of Publicly
    
    
    Purchased Under theof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    PlansPeriod
    
    Purchased
    
    
    per Share
    
    
    Plans or Programs
    
    
    or Programs (1)2/1/08  2/29/08
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    263,7003/1/08  3/31/08
    
    
    64,600
    
    
    $
    8.46
    
    
    
    64,600
    
    
    
    199,1004/1/08  4/30/08
    
    
    199,100
    
    
    $
    8.40
    
    
    
    199,100
    
    
    
    
 (1)
    
    In September 2007, the Board of Directors authorized an open market repurchase program for one year to buy up
to one million shares of QAD common stock. As of January 31, 2008, 736,300 shares had been repurchased under the
program. During the first quarter of fiscal 2009, 263,700 shares were repurchased and the program is completed as
of April 30, 2008. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibits31.1
    
    Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  24




---



##### Table of Contents



QAD Inc.
(Registrant)Date: June 9, 2008
    By:
    /s/ DANIEL LENDERDaniel LenderExecutive Vice President, Chief Financial Officer
(on behalf of the Registrant)By:
    /s/ KARA BELLAMYKara BellamyVice President, Corporate Controller
(Chief Accounting Officer)  25




---



##### Table of Contents



ExhibitNo.
    
    Description31.1
    
    Certification by the Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification by the Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  26