Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | MAM SOFTWARE GROUP, INC. | |
Entity Central Index Key | 832,488 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MAMS | |
Entity Common Stock, Shares Outstanding | 14,434,887 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 5,824 | $ 6,793 |
Accounts receivable, net of allowance of $232 and $221 | 3,984 | 4,243 |
Inventories | 188 | 185 |
Prepaid expenses and other current assets | 1,238 | 1,722 |
Total Current Assets | 11,234 | 12,943 |
Property and Equipment, Net | 667 | 732 |
Other Assets | ||
Goodwill | 9,166 | 9,202 |
Amortizable intangible assets, net | 963 | 0 |
Software development costs, net | 3,540 | 3,010 |
Other long-term assets | 45 | 34 |
TOTAL ASSETS | 25,615 | 25,921 |
Current Liabilities | ||
Accounts payable | 1,157 | 1,978 |
Accrued expenses and other liabilities | 1,866 | 2,624 |
Payroll and other taxes | 1,055 | 747 |
Current portion of deferred revenue | 738 | 719 |
Sales tax payable | 809 | 850 |
Income tax payable | 325 | 356 |
Total Current Liabilities | 5,950 | 7,274 |
Long-Term Liabilities | ||
Deferred revenue, net of current portion | 46 | 52 |
Deferred income taxes | 259 | 58 |
Other | 806 | 140 |
Total Liabilities | $ 7,061 | $ 7,524 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock: Par value $0.0001 per share; 2,000,000 shares authorized, none issued and outstanding | $ 0 | $ 0 |
Common stock: Par value $0.0001 per share; 18,000,000 shares authorized, 15,049,612 shares issued and 14,259,824 shares outstanding at September 30, 2015 and 15,027,057 shares issued and 14,266,964 shares outstanding at June 30, 2015 | 2 | 2 |
Additional paid-in capital | 31,279 | 31,186 |
Accumulated other comprehensive loss | (1,846) | (1,241) |
Accumulated deficit | (8,507) | (9,337) |
Treasury stock at cost, 789,788 shares at September 30, 2015 and 760,093 shares at June 30, 2015 | (2,374) | (2,213) |
Total Stockholders' Equity | 18,554 | 18,397 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 25,615 | $ 25,921 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Allowance for accounts receivable | $ 232 | $ 221 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 18,000,000 | 18,000,000 |
Common stock, shares issued | 15,049,612 | 15,027,057 |
Common stock, shares outstanding | 14,259,824 | 14,259,824 |
Treasury stock, shares | 789,788 | 760,093 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 7,995 | $ 8,207 |
Cost of revenues | 3,650 | 3,305 |
Gross Profit | 4,345 | 4,902 |
Operating Expenses | ||
Research and development | 830 | 1,023 |
Sales and marketing | 1,071 | 1,160 |
General and administrative | 1,267 | 1,681 |
Depreciation and amortization | 153 | 226 |
Total Operating Expenses | 3,321 | 4,090 |
Operating Income | 1,024 | 812 |
Other Income (Expense) | ||
Interest expense | (10) | (4) |
Total other income (expense), net | (10) | (4) |
Income before provision for income taxes | 1,014 | 808 |
Provision for income taxes | 184 | 199 |
Net income | $ 830 | $ 609 |
Earnings per share attributed to common stockholders - basic | $ 0.06 | $ 0.04 |
Earnings per share attributed to common stockholders - diluted | $ 0.06 | $ 0.04 |
Weighted average shares outstanding - basic | 13,394,493 | 13,636,273 |
Weighted average shares outstanding - diluted | 13,489,780 | 13,733,963 |
Net Income | $ 830 | $ 609 |
Foreign currency translation loss | (605) | (655) |
Total Comprehensive Income (Loss) | $ 225 | $ (46) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 830 | $ 609 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | 34 | 40 |
Depreciation and amortization | 153 | 226 |
Deferred income taxes | (1) | (13) |
Stock based compensation | 41 | 148 |
Changes in assets and liabilities: | ||
Accounts receivable | 354 | (955) |
Inventories | (9) | 45 |
Prepaid expenses and other assets | 458 | 175 |
Accounts payable | (795) | 21 |
Payroll and other taxes payable | 325 | 505 |
Deferred revenues | (36) | 246 |
Accrued expenses and other liabilities | (693) | (909) |
Sales taxes payable | (48) | 80 |
Net cash provided by operating activities | 613 | 218 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (14) | (262) |
Business acquisition, net of cash acquired | (453) | 0 |
Capitalized software development costs | (633) | (231) |
Net cash used in investing activities | (1,100) | (493) |
Cash flows from financing activities: | ||
Repurchase of common stock for treasury | (161) | (17) |
Net cash used in financing activities | (161) | (17) |
Effect of exchange rate changes | (321) | (344) |
Net change in cash and cash equivalents | (969) | (636) |
Cash and cash equivalents at beginning of period | 6,793 | 7,008 |
Cash and cash equivalents at end of period | 5,824 | 6,372 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Treasury stock retired | 0 | 755 |
Common stock issued for accrued liabilities | $ 93 | $ 103 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | NOTE 1. BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by MAM Software Group, Inc. (“MAM” or the “Company”), without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2016. It is suggested that the condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015, which was filed with the SEC on September 24, 2015. The Company has evaluated subsequent events through the filing date of this Quarterly Report on Form 10-Q, and determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto, other than as disclosed in the accompanying notes. |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES MAM Software Group, Inc. is a leading provider of business and supply chain management solutions primarily to the automotive parts manufacturers, retailers, tire and service chains, independent installers and wholesale distributors in the automotive aftermarket. The Company conducts its business through wholly owned subsidiaries with operations in Europe and North America. MAM Software Ltd. (“MAM Ltd”) is based in Tankersley, Barnsley, United Kingdom, Origin Software Solutions Ltd. (“Origin”) is based in the United Kingdom (MAM Ltd and Origin are collectively referred to as “MAM UK”) and MAM Software, Inc. (“MAM US”) has an office in the United States in Allentown, Pennsylvania. The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. In the U.S., the Company maintains cash balances at financial institutions that are insured by Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 In the U.K., the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme (“FSCS”) up to 85,000 85,000 The Company maintains its cash accounts at financial institutions which it believes to be credit worthy. The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company performs periodic evaluations of its customers and maintains allowances for potential credit losses as deemed necessary. The Company generally does not require collateral to secure its accounts receivable. Credit risk is managed by discontinuing sales to customers who are delinquent. The Company estimates credit losses and returns based on management’s evaluation of historical experience and current industry trends. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts. No customer accounted for more than 10 10 The Company operates in one reportable segment. The Company evaluates financial performance on a Company-wide basis. The Company’s chief operating decision-maker is the chief executive officer, who evaluates the Company as a single segment. The Company conducts business in the U.S., Canada and the U.K. For customers headquartered in their respective countries, the Company derived 27 1 72 24 1 75 At September 30, 2015, the Company maintained 84 16 83 17 The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company’s management include, but are not limited to, the collectibility of accounts receivable, the realizability of inventories, the recoverability of goodwill and other long-lived assets, valuation of deferred tax assets and liabilities and the estimated fair value of stock options, warrants and shares issued for non-cash consideration. Actual results could materially differ from those estimates. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and disclosed in one of the following three categories: • Level 1 Fair value based on quoted prices in active markets for identical assets or liabilities. • Level 2 Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data. • Level 3 Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. Determining which category an asset or liability falls within the hierarchy may require significant judgment. The Company evaluates its hierarchy disclosures each quarter. Inventories are stated at the lower of cost or current estimated market value. Cost is determined using the first-in, first-out method. Inventories consist primarily of hardware that will be sold to customers. The Company periodically reviews its inventories and records a provision for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Once established, write-downs of inventories are considered permanent adjustments to the cost basis of the obsolete or excess inventories. Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the related lease terms. Equipment under capital lease obligations is depreciated over the shorter of the estimated useful lives of the related assets or the term of the lease. Maintenance and routine repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income (loss). Depreciation expense related to property and equipment was $ 63,000 62,000 Costs incurred to develop computer software products to be sold or otherwise marketed are charged to expense until technological feasibility of the product has been established. Once technological feasibility has been established, computer software development costs (consisting primarily of internal labor costs) are capitalized and reported at the lower of amortized cost or estimated realizable value. Purchased software development cost is recorded at its estimated fair market value. When a product is ready for general release, its capitalized costs are amortized on a product-by-product basis. The annual amortization is the greater of the amounts of: the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product; and, the straight-line method over the remaining estimated economic life (a period of three years) of the product including the period being reported on. If the future market viability of a software product is less than anticipated, impairment of the related unamortized development costs could occur, which could significantly impact the Company’s results of operations. Amortization expense was $ 64,000 78,000 Amortizable intangible assets consist of completed software technology, customer relationships and automotive data services and are recorded at cost. Completed software technology and customer relationships are amortized using the straight-line method over their estimated useful lives of eight to ten years, and automotive data services are amortized using the straight-line method over their estimated useful lives of 20 26,000 86,000 Goodwill is not to be amortized but rather is tested at least annually for impairment. Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one level below the segments reported by the Company. As of September 30, 2015, the Company does not believe there is an impairment of its goodwill. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue which could result in additional impairment of goodwill in the future. Balance, July 1, 2015 $ 9,202,000 Acquisition of Origin (see Note 5) 202,000 Effect of exchange rate changes (238,000) Balance, September 30, 2015 $ 9,166,000 The Company’s management assesses the recoverability of long-lived assets (other than goodwill discussed above) upon the occurrence of a triggering event by determining whether the carrying value of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows over its remaining life. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management. At September 30, 2015, management believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of long-lived assets in the future. All issuances of the Company’s equity instruments to non-employees are measured at fair value based upon either the fair value of the equity instruments issued or the fair value of consideration received, whichever is more readily determinable. The majority of stock issuances for non-cash consideration received pertains to services rendered by consultants and others and has been valued at the fair value of the equity instruments on the dates issued. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Assets acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. For valuing stock options awards, the Company has elected to use the Black-Scholes Merton option pricing valuation model (“Black-Scholes”). For the expected term, the Company uses a simple average of the vesting period and the contractual term of the option. Volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of the option. For volatility, the Company considers its own volatility as applicable for valuing its options and warrants. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The risk-free interest rate is based on the relevant U.S. Treasury Bill rate at the time of each grant. The dividend yield represents the dividend rate expected to be paid over the option’s expected term; the Company currently has no plans to pay dividends. On June 12, 2008, the Company’s shareholders approved the Company’s 2007 Long-Term Stock Incentive Plan (“LTIP”). Stock awarded under the LTIP are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718-10-25-5 because the awards were unilateral grants, the recipients do not have the ability to negotiate the key terms, and the conditions of the grant, and the key terms and conditions were communicated to the individual recipients within a relatively short period of time. Therefore the grant and measurement dates are May 13, 2008, July 1, 2008, July 1, 2009, July 1, 2010, July 1, 2011, July 1, 2012, April 1, 2013 July 1, 2014 and July 1, 2015 for each respective stock award. The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards and stock appreciation rights, is limited to 15 Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product component has occurred, the fee is fixed and determinable, and collectibility is probable. If any of these criteria are not met, revenue recognition is deferred until such time as all of the criteria are met. The Company accounts for delivered elements in accordance with the selling price when arrangements include multiple product components or other elements and vendor-specific objective evidence exists for the value of all undelivered elements. Revenues on undelivered elements are recognized once delivery is complete. In those instances in which arrangements include significant customization, contractual milestones, acceptance criteria or other contingencies (which represents the majority of the Company’s arrangements), the Company accounts for the arrangements using contract accounting, as follows: 1) When customer acceptance can be estimated, but reliable estimated costs to complete cannot be determined, expenditures are capitalized as work-in process and deferred until completion of the contract at which time the costs and revenues are recognized. 2) When customer acceptance cannot be estimated based on historical evidence, costs are expensed as incurred and revenue is recognized at the completion of the contract when customer acceptance is obtained. The Company records amounts collected from customers in excess of recognizable revenue as deferred revenue in the accompanying condensed consolidated balance sheets. Revenues for maintenance agreements, software support, on-line services and information products are recognized ratably over the term of the service agreement. The Company expenses advertising costs as incurred. For the three months ended September 30, 2015 and 2014, advertising expense totaled $ 136,000 144,000 Management has determined that the functional currency of its subsidiaries is the local currency. Assets and liabilities of the U.K. subsidiaries are translated into U.S. dollars at the quarter-end exchange rates. Income and expenses are translated at an average exchange rate for the period and the resulting translation gain (loss) adjustments are accumulated as a separate component of stockholders’ equity. The translation loss adjustment totaled $(605,000) and $(655,000) for the three months ended September 30, 2015 and 2014, respectively. Foreign currency gains and losses from transactions denominated in other than respective local currencies are included in income. The Company had no foreign currency transaction gains (losses) for all periods presented. Comprehensive income (loss) includes all changes in equity (net assets) during a period from non-owner sources. For the three months ended September 30, 2015 and 2014, the components of comprehensive income (loss) consist of changes in foreign currency translation gains (losses). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s condensed consolidated balance sheets at September 30, 2015 and June 30, 2015, and has not recognized interest and/or penalties in the condensed consolidated statements of comprehensive income (loss) for the periods ended September 30, 2015 and 2014, respectively. Basic earnings (loss) per share (“BEPS”) is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share (“DEPS”) is computed giving effect to all dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon the exercise of stock options and warrants using the “treasury stock” method. The computation of DEPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. For the three months ended September 30, 2015, there were 95,287 97,690 In connection with the employment agreements with the Company’s Chief Executive Officer and Chief Financial Officer (see Note 4), on April 27, 2012, the Board of Directors approved the issuance of 1,165,359 174,804 66,347 On April 10, 2014, the Company released from escrow 466,144 151,806 The Company excludes the remaining 524,411 In connection with the employment agreement with an officer of a Company subsidiary (see Note 4), on March 1, 2013, the Board of Directors approved the issuance of 282,254 84,676 44,455 On April 10, 2014, the Company released from escrow 56,451 15,586 The Company excludes the remaining 141,127 In connection with the employment agreement with the Company’s Chief Technology Officer (see Note 4), on July 1, 2013, the Board of Directors approved the issuance of 250,892 50,178 23,584 The Company excludes the remaining 200,714 2015 2014 Numerator: Net income $ 830,000 $ 609,000 Denominator: Basic weighted-average shares outstanding 13,394,493 13,636,273 Effect of dilutive securities 95,287 97,690 Diluted weighted-average diluted shares 13,489,780 13,733,963 Basic earnings per common share $ 0.06 $ 0.04 Diluted earnings per common share $ 0.06 $ 0.04 Certain prior period amounts have been reclassified to conform to the current presentation. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019. Early adoption in the Company’s first fiscal quarter of fiscal 2018 is permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern. Currently, there is no guidance in accounting principles generally accepted in the United States of America about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the reporting periods beginning after December 15, 2016 and early application is permitted. Management is currently assessing the impact the adoption of ASU 2014-15 will have on our condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 3. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is subject to various legal claims and proceedings arising in the ordinary course of business. The ultimate disposition of such a proceeding if initiated could have a material adverse effect on the consolidated financial position or results of operations of the Company. There are currently no material pending legal proceedings. Indemnities and Guarantees The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. In connection with its customers’ contracts the Company indemnifies the customer that the software provided does not violate any U.S. patent. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying condensed consolidated balance sheets. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4. STOCKHOLDERS’ EQUITY Common Stock During the three months ended September 30, 2012, the Company approved the issuance of 98,654 220,000 6,318 14,000 During the three months ended June 30, 2013, the Company approved the issuance of 66,169 244,000 5,094 19,000 During the three months ended September 30, 2014, the Company approved the issuance of 44,112 244,000 3,395 19,000 During the three months ended September 30, 2015, the Company approved the issuance of 47,663 255,000 Treasury Stock From July 1, 2015 until September 30, 2015, the Company repurchased 29,695 161,000 1,982,235 4,698,000 2,052,000 Stock-Based Compensation The Company granted common stock options to employees during fiscal 2013 under the Company’s 2007 LTIP. Options Outstanding Weighted- Average Aggregate Number of Weighted- Remaining Intrinsic Shares Average Contractual Value (in Exercise Life (in thousands) Price (in years) thousands) Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - September 30, 2015 121 $ 1.23 5.7 $ 561 Options exercisable - September 30, 2015 121 $ 1.23 5.7 $ 561 Options exercisable and expected to vest - September 30, 2015 121 $ 1.23 5.7 $ 561 On April 27, 2012, the Board of Directors approved the issuance of 728,350 291,340 85,217 On September 18, 2014, the Company released from escrow 109,253 31,957 The remaining unvested restricted shares will vest according to the following schedule: - 15% when the market price of the Company’s common stock trades at or above $7 for the previous 30 day volume weighted average price (“VWAP”) - 30% when the market price of the Company’s common stock trades at or above $8 for the previous 30 day VWAP. The initial value of the common stock grant was approximately $ 244,000 0 three 124.8 0.39 0 On April 27, 2012 the Board of Directors approved the issuance of restricted 437,009 178,804 66,589 On September 18, 2014, the Company released from escrow 65,551 34,390 The remaining unvested restricted shares will vest according to the following schedule: - 15% when the market price of the Company’s common stock trades at or above $7 for the previous 30 day VWAP. - 30% when the market price of the Company’s common stock trades at or above $8 for the previous 30 day VWAP. The initial value of the common stock grant was approximately $ 146,000 0 three 124.8 0.39 0 On March 1, 2013, the Board of Directors approved the issuance of 282,254 84,676 44,455 The remaining unvested restricted shares will vest according to the following schedule: - 15% when the market price of the Company’s common stock trades at or above $7 for the previous 30 day VWAP. - 30% when the market price of the Company’s common stock trades at or above $8 for the previous 30 day VWAP. The initial value of the common stock grant was approximately $ 109,000 0 two 39.6 0.25 0 On July 1, 2013, the Board of Directors approved the issuance of restricted 250,892 On September 18, 2014, the Company released from escrow 50,178 23,584 The remaining unvested restricted shares will vest according to the following schedule: - 30% when the market price of the Company’s common stock trades at or above $7 for the previous 30 day VWAP - 30% when the market price of the Company’s common stock trades at or above $8 for the previous 30 day VWAP - 20% when the market price of the Company’s common stock trades at or above $9 for the previous 30 day VWAP The initial value of the common stock grant was approximately $ 226,000 0 two 124.8 0.39 0 Employee Stock Purchase Plan On September 21, 2011, the Company approved the MAM Software Group, Inc. Employee Stock Purchase Plan (“ESPP” or the “Plan”). On December 16, 2011 the shareholders approved the ESPP. Under the ESPP the Company will grant eligible employees the right to purchase common stock through payroll deductions at a price equal to the lesser of 85 percent of the fair market value of a share of common stock on the Exercise Date of the current Offering Period or 85 percent of the fair market value of our common stock on the Grant Date of the Offering Period. 2,400 100,000 During the three months ended September 30, 2015, the Company issued 7,748 41,000 During the three months ended September 30, 2014, the Company issued 8,464 44,000 |
ACQUISITION
ACQUISITION | 3 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 5. ACQUISITION On July 1, 2015, MAM Ltd acquired 100 503,000 416,000 283,000 The Company allocated the purchase consideration to acquire Origin to net assets acquired of $ 177,000 1.0 10 202,000 202,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 6. SUBSEQUENT EVENTS On October 5, 2015, the Company issued 12,154 57,000 On October 5, 2015, the Company issued, under the 2007 LTIP, 2,125 13,000 On October 13, 2015, the Company issued 784 4,000 5.34 On October 19, 2015, Brian H. Callahan was appointed the Company's Chief Financial Officer. In connection with the employment of Mr. Callahan, the Board of Directors approved the issuance of 160,000 The shares vest based on the market price of the Company’s common stock. The Company issued these shares to the executive and they are being held by an escrow agent and will be released to the executive when they vest. Tender Offer On November 2, 2015, the Company commenced a cash tender offer to purchase up to 2,000,000 7.50 The Company expects to fund the purchase of shares in the tender offer with a combination of available cash, and borrowings under a secured $ 12 The credit facility is expected to include a $ 9.5 2.5 3.0 3.5 |
NATURE OF OPERATIONS AND SUMM12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. |
Concentration Risk Credit Risk [Policy Text Block] | Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents In the U.S., the Company maintains cash balances at financial institutions that are insured by Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 In the U.K., the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme (“FSCS”) up to 85,000 85,000 The Company maintains its cash accounts at financial institutions which it believes to be credit worthy. The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
Major Customers Policy [Policy Text Block] | Customers The Company performs periodic evaluations of its customers and maintains allowances for potential credit losses as deemed necessary. The Company generally does not require collateral to secure its accounts receivable. Credit risk is managed by discontinuing sales to customers who are delinquent. The Company estimates credit losses and returns based on management’s evaluation of historical experience and current industry trends. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts. No customer accounted for more than 10 10 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company operates in one reportable segment. The Company evaluates financial performance on a Company-wide basis. The Company’s chief operating decision-maker is the chief executive officer, who evaluates the Company as a single segment. |
Geographic Concentrations [Policy Text Block] | Geographic Concentrations The Company conducts business in the U.S., Canada and the U.K. For customers headquartered in their respective countries, the Company derived 27 1 72 24 1 75 At September 30, 2015, the Company maintained 84 16 83 17 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company’s management include, but are not limited to, the collectibility of accounts receivable, the realizability of inventories, the recoverability of goodwill and other long-lived assets, valuation of deferred tax assets and liabilities and the estimated fair value of stock options, warrants and shares issued for non-cash consideration. Actual results could materially differ from those estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and disclosed in one of the following three categories: • Level 1 Fair value based on quoted prices in active markets for identical assets or liabilities. • Level 2 Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data. • Level 3 Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. Determining which category an asset or liability falls within the hierarchy may require significant judgment. The Company evaluates its hierarchy disclosures each quarter. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or current estimated market value. Cost is determined using the first-in, first-out method. Inventories consist primarily of hardware that will be sold to customers. The Company periodically reviews its inventories and records a provision for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Once established, write-downs of inventories are considered permanent adjustments to the cost basis of the obsolete or excess inventories. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the related lease terms. Equipment under capital lease obligations is depreciated over the shorter of the estimated useful lives of the related assets or the term of the lease. Maintenance and routine repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income (loss). Depreciation expense related to property and equipment was $ 63,000 62,000 |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs Costs incurred to develop computer software products to be sold or otherwise marketed are charged to expense until technological feasibility of the product has been established. Once technological feasibility has been established, computer software development costs (consisting primarily of internal labor costs) are capitalized and reported at the lower of amortized cost or estimated realizable value. Purchased software development cost is recorded at its estimated fair market value. When a product is ready for general release, its capitalized costs are amortized on a product-by-product basis. The annual amortization is the greater of the amounts of: the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product; and, the straight-line method over the remaining estimated economic life (a period of three years) of the product including the period being reported on. If the future market viability of a software product is less than anticipated, impairment of the related unamortized development costs could occur, which could significantly impact the Company’s results of operations. Amortization expense was $ 64,000 78,000 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Amortizable Intangible Assets Amortizable intangible assets consist of completed software technology, customer relationships and automotive data services and are recorded at cost. Completed software technology and customer relationships are amortized using the straight-line method over their estimated useful lives of eight to ten years, and automotive data services are amortized using the straight-line method over their estimated useful lives of 20 26,000 86,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not to be amortized but rather is tested at least annually for impairment. Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one level below the segments reported by the Company. As of September 30, 2015, the Company does not believe there is an impairment of its goodwill. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue which could result in additional impairment of goodwill in the future. Balance, July 1, 2015 $ 9,202,000 Acquisition of Origin (see Note 5) 202,000 Effect of exchange rate changes (238,000) Balance, September 30, 2015 $ 9,166,000 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company’s management assesses the recoverability of long-lived assets (other than goodwill discussed above) upon the occurrence of a triggering event by determining whether the carrying value of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows over its remaining life. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management. At September 30, 2015, management believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of long-lived assets in the future. |
Issuance Of Equity Instruments To Non-Employees [Policy Text Block] | Issuance of Equity Instruments to Non-Employees All issuances of the Company’s equity instruments to non-employees are measured at fair value based upon either the fair value of the equity instruments issued or the fair value of consideration received, whichever is more readily determinable. The majority of stock issuances for non-cash consideration received pertains to services rendered by consultants and others and has been valued at the fair value of the equity instruments on the dates issued. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Assets acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation For valuing stock options awards, the Company has elected to use the Black-Scholes Merton option pricing valuation model (“Black-Scholes”). For the expected term, the Company uses a simple average of the vesting period and the contractual term of the option. Volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of the option. For volatility, the Company considers its own volatility as applicable for valuing its options and warrants. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The risk-free interest rate is based on the relevant U.S. Treasury Bill rate at the time of each grant. The dividend yield represents the dividend rate expected to be paid over the option’s expected term; the Company currently has no plans to pay dividends. On June 12, 2008, the Company’s shareholders approved the Company’s 2007 Long-Term Stock Incentive Plan (“LTIP”). Stock awarded under the LTIP are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718-10-25-5 because the awards were unilateral grants, the recipients do not have the ability to negotiate the key terms, and the conditions of the grant, and the key terms and conditions were communicated to the individual recipients within a relatively short period of time. Therefore the grant and measurement dates are May 13, 2008, July 1, 2008, July 1, 2009, July 1, 2010, July 1, 2011, July 1, 2012, April 1, 2013 July 1, 2014 and July 1, 2015 for each respective stock award. The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards and stock appreciation rights, is limited to 15 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product component has occurred, the fee is fixed and determinable, and collectibility is probable. If any of these criteria are not met, revenue recognition is deferred until such time as all of the criteria are met. The Company accounts for delivered elements in accordance with the selling price when arrangements include multiple product components or other elements and vendor-specific objective evidence exists for the value of all undelivered elements. Revenues on undelivered elements are recognized once delivery is complete. In those instances in which arrangements include significant customization, contractual milestones, acceptance criteria or other contingencies (which represents the majority of the Company’s arrangements), the Company accounts for the arrangements using contract accounting, as follows: 1) When customer acceptance can be estimated, but reliable estimated costs to complete cannot be determined, expenditures are capitalized as work-in process and deferred until completion of the contract at which time the costs and revenues are recognized. 2) When customer acceptance cannot be estimated based on historical evidence, costs are expensed as incurred and revenue is recognized at the completion of the contract when customer acceptance is obtained. The Company records amounts collected from customers in excess of recognizable revenue as deferred revenue in the accompanying condensed consolidated balance sheets. Revenues for maintenance agreements, software support, on-line services and information products are recognized ratably over the term of the service agreement. |
Advertising Costs, Policy [Policy Text Block] | Advertising Expense The Company expenses advertising costs as incurred. For the three months ended September 30, 2015 and 2014, advertising expense totaled $ 136,000 144,000 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Management has determined that the functional currency of its subsidiaries is the local currency. Assets and liabilities of the U.K. subsidiaries are translated into U.S. dollars at the quarter-end exchange rates. Income and expenses are translated at an average exchange rate for the period and the resulting translation gain (loss) adjustments are accumulated as a separate component of stockholders’ equity. The translation loss adjustment totaled $(605,000) and $(655,000) for the three months ended September 30, 2015 and 2014, respectively. Foreign currency gains and losses from transactions denominated in other than respective local currencies are included in income. The Company had no foreign currency transaction gains (losses) for all periods presented. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Comprehensive income (loss) includes all changes in equity (net assets) during a period from non-owner sources. For the three months ended September 30, 2015 and 2014, the components of comprehensive income (loss) consist of changes in foreign currency translation gains (losses). |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s condensed consolidated balance sheets at September 30, 2015 and June 30, 2015, and has not recognized interest and/or penalties in the condensed consolidated statements of comprehensive income (loss) for the periods ended September 30, 2015 and 2014, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings (Loss) Per Share Basic earnings (loss) per share (“BEPS”) is computed by dividing the net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share (“DEPS”) is computed giving effect to all dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon the exercise of stock options and warrants using the “treasury stock” method. The computation of DEPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. For the three months ended September 30, 2015, there were 95,287 97,690 In connection with the employment agreements with the Company’s Chief Executive Officer and Chief Financial Officer (see Note 4), on April 27, 2012, the Board of Directors approved the issuance of 1,165,359 174,804 66,347 On April 10, 2014, the Company released from escrow 466,144 151,806 The Company excludes the remaining 524,411 In connection with the employment agreement with an officer of a Company subsidiary (see Note 4), on March 1, 2013, the Board of Directors approved the issuance of 282,254 84,676 44,455 On April 10, 2014, the Company released from escrow 56,451 15,586 The Company excludes the remaining 141,127 In connection with the employment agreement with the Company’s Chief Technology Officer (see Note 4), on July 1, 2013, the Board of Directors approved the issuance of 250,892 50,178 23,584 The Company excludes the remaining 200,714 2015 2014 Numerator: Net income $ 830,000 $ 609,000 Denominator: Basic weighted-average shares outstanding 13,394,493 13,636,273 Effect of dilutive securities 95,287 97,690 Diluted weighted-average diluted shares 13,489,780 13,733,963 Basic earnings per common share $ 0.06 $ 0.04 Diluted earnings per common share $ 0.06 $ 0.04 |
Reclassification, Policy [Policy Text Block] | Reclassification Certain prior period amounts have been reclassified to conform to the current presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2019. Early adoption in the Company’s first fiscal quarter of fiscal 2018 is permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern. Currently, there is no guidance in accounting principles generally accepted in the United States of America about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the reporting periods beginning after December 15, 2016 and early application is permitted. Management is currently assessing the impact the adoption of ASU 2014-15 will have on our condensed consolidated financial statements. |
NATURE OF OPERATIONS AND SUMM13
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill [Table Text Block] | For the three months ended September 30, 2015, goodwill activity was as follows: Balance, July 1, 2015 $ 9,202,000 Acquisition of Origin (see Note 5) 202,000 Effect of exchange rate changes (238,000) Balance, September 30, 2015 $ 9,166,000 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share computation for the three months ended September 30: 2015 2014 Numerator: Net income $ 830,000 $ 609,000 Denominator: Basic weighted-average shares outstanding 13,394,493 13,636,273 Effect of dilutive securities 95,287 97,690 Diluted weighted-average diluted shares 13,489,780 13,733,963 Basic earnings per common share $ 0.06 $ 0.04 Diluted earnings per common share $ 0.06 $ 0.04 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company's common stock option activity is presented below (shares in thousands): Options Outstanding Weighted- Average Aggregate Number of Weighted- Remaining Intrinsic Shares Average Contractual Value (in Exercise Life (in thousands) Price (in years) thousands) Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - September 30, 2015 121 $ 1.23 5.7 $ 561 Options exercisable - September 30, 2015 121 $ 1.23 5.7 $ 561 Options exercisable and expected to vest - September 30, 2015 121 $ 1.23 5.7 $ 561 |
NATURE OF OPERATIONS AND SUMM15
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Balance, July 1, 2015 | $ 9,202,000 |
Acquisition of Origin (see Note 5) | 202,000 |
Effect of exchange rate changes | (238,000) |
Balance, September 30, 2015 | $ 9,166,000 |
NATURE OF OPERATIONS AND SUMM16
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||
Net income | $ 830 | $ 609 |
Denominator: | ||
Basic weighted-average shares outstanding (in shares) | 13,394,493 | 13,636,273 |
Effect of dilutive securities (in shares) | 95,287 | 97,690 |
Diluted weighted-average diluted shares (in shares) | 13,489,780 | 13,733,963 |
Basic earnings per common share (in dollars per share) | $ 0.06 | $ 0.04 |
Diluted earnings per common share (in dollars per share) | $ 0.06 | $ 0.04 |
NATURE OF OPERATIONS AND SUMM17
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | Apr. 10, 2014shares | Apr. 27, 2012shares | Sep. 18, 2014shares | Aug. 28, 2014shares | Jul. 02, 2013shares | Mar. 01, 2013shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Jun. 30, 2015 | Sep. 30, 2015GBP (£) |
Advertising Expense | $ | $ 136,000 | $ 144,000 | ||||||||
Foreign currency translation income (loss) | $ | $ (605,000) | $ (655,000) | ||||||||
Effect of dilutive securities (in shares) | 95,287 | 97,690 | ||||||||
Percentage Of Shares Issued Under Long Term Stock Incentive Plan, Maximum | 15.00% | 15.00% | ||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 56,451 | |||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 15,586 | |||||||||
Depreciation, Depletion and Amortization | $ | $ 63,000 | $ 62,000 | ||||||||
Amortization of Intangible Assets | $ | 26,000 | 86,000 | ||||||||
Amortization | $ | $ 64,000 | $ 78,000 | ||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 1,165,359 | 250,892 | 282,254 | |||||||
Escrow Shares [Member] | ||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 291,340 | |||||||||
Escrow Shares [Member] | Officer [Member] | ||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 466,144 | 84,676 | 84,676 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 141,127 | |||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 85,217 | 44,455 | ||||||||
Escrow Shares [Member] | Chief Executive Officer [Member] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 200,714 | |||||||||
Escrow Shares [Member] | Chief Executive Officer and Chief Financial Officer [Member] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 524,411 | |||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 151,806 | |||||||||
Escrow Shares [Member] | Chief Technology Officer [Member] | ||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 44,455 | |||||||||
No Customer [Member] | Sales Revenue, Net [Member] | ||||||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||||||
No Customer [Member] | Accounts Receivable [Member] | ||||||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||||||
Automotive data services [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||||||
Minimum [Member] | Escrow Shares [Member] | Chief Executive Officer [Member] | ||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 50,178 | |||||||||
Shares Held in Employee Stock Option Plan, Allocated | 23,584 | |||||||||
Minimum [Member] | Customer Relationships [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | |||||||||
Minimum [Member] | Completed Software Technology [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | |||||||||
Maximum [Member] | Escrow Shares [Member] | Chief Executive Officer [Member] | ||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 174,804 | |||||||||
Shares Held in Employee Stock Option Plan, Allocated | 66,347 | |||||||||
Maximum [Member] | Customer Relationships [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||||
Maximum [Member] | Completed Software Technology [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||||
UNITED STATES [Member] | ||||||||||
Percentage Of Property, Plant and Equipment, Net | 16.00% | 17.00% | 16.00% | |||||||
UNITED STATES [Member] | Sales Revenue, Net [Member] | ||||||||||
Concentration Risk, Percentage | 27.00% | 24.00% | ||||||||
UNITED STATES [Member] | Federal Deposit Insurance Corporation [Member] | ||||||||||
Foreign Financial Institutions, Actual Deposits | $ | $ 250,000 | |||||||||
Foreign Financial Institutions, Mandated Deposits | $ | $ 250,000 | |||||||||
CANADA [Member] | Sales Revenue, Net [Member] | ||||||||||
Concentration Risk, Percentage | 1.00% | 1.00% | ||||||||
UNITED KINGDOM [Member] | ||||||||||
Percentage Of Property, Plant and Equipment, Net | 84.00% | 83.00% | 84.00% | |||||||
UNITED KINGDOM [Member] | Sales Revenue, Net [Member] | ||||||||||
Concentration Risk, Percentage | 72.00% | 75.00% | ||||||||
UNITED KINGDOM [Member] | Financial Services Compensation Scheme [Member] | ||||||||||
Foreign Financial Institutions, Actual Deposits | £ | £ 85,000 | |||||||||
Foreign Financial Institutions, Mandated Deposits | £ | £ 85,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Number of Shares, Options outstanding - Beginning balance | shares | 121 |
Number of Shares, Options granted | shares | 0 |
Number of Shares, Options exercised | shares | 0 |
Number of Shares, Options cancelled | shares | 0 |
Number of Shares, Options outstanding - Ending balance | shares | 121 |
Number of Shares, Options exercisable | shares | 121 |
Number of Shares, Options exercisable and expected to vest | shares | 121 |
Weighted- Average Exercise Price, Options outstanding - Beginning balance | $ 1.23 |
Weighted- Average Exercise Price, Options granted | 0 |
Weighted- Average Exercise Price, Options exercised | 0 |
Weighted- Average Exercise Price, Options cancelled | 0 |
Weighted- Average Exercise Price, Options outstanding - Ending balance | 1.23 |
Weighted- Average Exercise Price, Options exercisable | 1.23 |
Weighted- Average Exercise Price, Options exercisable and expected to vest | $ 1.23 |
Weighted- Average Remaining Contractual Life, Options outstanding (in years) | 5 years 8 months 12 days |
Weighted- Average Remaining Contractual Life, Options exercisable (in years) | 5 years 8 months 12 days |
Weighted- Average Remaining Contractual Life, Options exercisable and expected to vest (in years) | 5 years 8 months 12 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 561 |
Aggregate Intrinsic Value, Options exercisable | $ | 561 |
Aggregate Intrinsic Value, Options exercisable and expected to vest | $ | $ 561 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Apr. 10, 2014 | Apr. 27, 2012 | Sep. 30, 2011 | Sep. 18, 2014 | Jul. 02, 2013 | Mar. 01, 2013 | Sep. 21, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2012 | Aug. 28, 2014 |
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 56,451 | |||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 15,586 | |||||||||||
Common Stock [Member] | ||||||||||||
Stock Issued During Period Value Issued For Cash | $ 220,000 | |||||||||||
Treasury Stock [Member] | ||||||||||||
Stock Repurchased During Period, Shares | 29,695 | |||||||||||
Stock Repurchased During Period, Value | $ 161,000 | |||||||||||
Treasury Stock, Shares, Retired | 1,982,235 | |||||||||||
Treasury Stock, Retired, Cost Method, Amount | $ 4,698,000 | |||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 2,052,000 | |||||||||||
LTIP 2007 [Member] | ||||||||||||
Stock Issued During Period Shares Share Based Compensation | 47,663 | 44,112 | 66,169 | |||||||||
Stock Issued During Period Value Share Based Compensation | $ 255,000 | $ 244,000 | $ 244,000 | $ 98,654 | ||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||
Stock Issued During Period Shares Share Based Compensation | 7,748 | 8,464 | ||||||||||
Stock Issued During Period Value Share Based Compensation | $ 41,000 | $ 44,000 | ||||||||||
Right To Purchase Common Stock Description | equal to the lesser of 85 percent of the fair market value of a share of common stock on the Exercise Date of the current Offering Period or 85 percent of the fair market value of our common stock on the Grant Date of the Offering Period. | |||||||||||
Maximum Number Of Common Stock Covered | 100,000 | |||||||||||
Maximum Fair Market Value Of Common Stock To Be Granted To Employees | $ 2,400 | |||||||||||
Issue 1 [Member] | Common Stock [Member] | ||||||||||||
Stock Issued During Period Shares Issued For Cash | 6,318 | |||||||||||
Stock Issued During Period Value Issued For Cash | $ 14,000 | |||||||||||
Issue 2 [Member] | Common Stock [Member] | ||||||||||||
Stock Issued During Period Shares Issued For Cash | 5,094 | |||||||||||
Stock Issued During Period Value Issued For Cash | $ 19,000 | |||||||||||
Issue 5 [Member] | Common Stock [Member] | ||||||||||||
Stock Issued During Period Shares Issued For Cash | 3,395 | |||||||||||
Stock Issued During Period Value Issued For Cash | $ 19,000 | |||||||||||
April 2012 Issue [Member] | Mr. Jamieson [Member] | ||||||||||||
Fair Value Assumptions Expected Volatility Rate | 124.80% | |||||||||||
Fair Value Assumptions Risk Free Interest Rate | 0.39% | |||||||||||
Share Based Compensation Restricted Stock Approved For Issuance | 728,350 | |||||||||||
Initial Value Of Common Stock Grant | $ 244,000 | |||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
April 2012 Issue [Member] | Mr. Trapp [Member] | ||||||||||||
Share Based Compensation Restricted Stock Approved For Issuance | 437,009 | |||||||||||
April 2012 Issue [Member] | Criteria One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 15% when the market price of the Companys common stock trades at or above $7 for the previous 30 day volume weighted average price (VWAP) | |||||||||||
April 2012 Issue [Member] | Criteria Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 30% when the market price of the Companys common stock trades at or above $8 for the previous 30 day VWAP. | |||||||||||
April 2012 Issue [Member] | Common Stock [Member] | Mr. Jamieson [Member] | ||||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
March 2013 Issue [Member] | ||||||||||||
Share Based Compensation Restricted Stock Approved For Issuance | 282,254 | |||||||||||
July 2013 Issue [Member] | ||||||||||||
Share Based Compensation Restricted Stock Approved For Issuance | 250,892 | |||||||||||
July 2013 Issue [Member] | Criteria One [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 30% when the market price of the Companys common stock trades at or above $7 for the previous 30 day VWAP | |||||||||||
July 2013 Issue [Member] | Criteria Two [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 30% when the market price of the Companys common stock trades at or above $8 for the previous 30 day VWAP | |||||||||||
July 2013 Issue [Member] | Criteria Three [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 20% when the market price of the Companys common stock trades at or above $9 for the previous 30 day VWAP | |||||||||||
Escrow Shares [Member] | ||||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 291,340 | |||||||||||
Escrow Shares [Member] | Officer [Member] | ||||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 466,144 | 84,676 | 84,676 | |||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 85,217 | 44,455 | ||||||||||
Escrow Shares [Member] | Common Stock [Member] | Officer [Member] | ||||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 109,253 | |||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 31,957 | |||||||||||
Escrow Shares [Member] | Issue 1 [Member] | ||||||||||||
Fair Value Assumptions Expected Volatility Rate | 124.80% | |||||||||||
Fair Value Assumptions Risk Free Interest Rate | 0.39% | |||||||||||
Initial Value Of Common Stock Grant | $ 146,000 | |||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Escrow Shares [Member] | Issue 1 [Member] | Common Stock [Member] | ||||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Escrow Shares [Member] | Issue 2 [Member] | ||||||||||||
Fair Value Assumptions Expected Volatility Rate | 39.60% | |||||||||||
Fair Value Assumptions Risk Free Interest Rate | 0.25% | |||||||||||
Initial Value Of Common Stock Grant | $ 109,000 | |||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||||||
Escrow Shares [Member] | Issue 2 [Member] | Executive Officer [Member] | ||||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 50,178 | |||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 23,584 | |||||||||||
Escrow Shares [Member] | Issue 2 [Member] | Common Stock [Member] | ||||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Escrow Shares [Member] | Issue 3 [Member] | ||||||||||||
Fair Value Assumptions Expected Volatility Rate | 124.80% | |||||||||||
Fair Value Assumptions Risk Free Interest Rate | 0.39% | |||||||||||
Initial Value Of Common Stock Grant | $ 226,000 | |||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||||||
Escrow Shares [Member] | Issue 3 [Member] | Common Stock [Member] | ||||||||||||
Stock or Unit Option Plan Expense | $ 0 | |||||||||||
Escrow Shares [Member] | April 2012 Issue [Member] | Officer [Member] | ||||||||||||
Shares Held in Employee Stock Option Plan, Committed-to-be-Released | 178,804 | 65,551 | ||||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 66,589 | 34,390 |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) - USD ($) | 1 Months Ended | ||
Jul. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,166,000 | $ 9,202,000 | |
Origin Software Solutions Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Payments to Acquire Businesses, Gross | $ 503,000 | ||
Business Combination, Contingent Consideration, Liability | 416,000 | ||
Business Acquisition Contingent Consideration Equity Interest Issuable, Value | 283,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 177,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,000,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 202,000 | ||
Goodwill | $ 202,000 | ||
Property, Plant and Equipment, Estimated Useful Lives | 10 years |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 02, 2015 | Oct. 19, 2015 | Oct. 13, 2015 | Oct. 05, 2015 | Jan. 02, 2015 |
Share Price | $ 5.34 | ||||
Subsequent Event [Member] | |||||
Stock Issued During Period Shares Share Based Compensation | 784 | ||||
Stock Issued During Period Value Share Based Compensation | $ 4,000 | ||||
Stock Repurchase Program, Price Per Share | $ 7.50 | ||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 3.00% | ||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 3.50% | ||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||||
Long-term Line of Credit | $ 9,500,000 | ||||
Subsequent Event [Member] | Term Loan [Member] | |||||
Long-term Line of Credit | 2,500,000 | ||||
Subsequent Event [Member] | J.P. Morgan Chase Bank [Member] | |||||
Long-term Line of Credit | $ 12,000,000 | ||||
Subsequent Event [Member] | Tender Offer [Member] | |||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 2,000,000 | ||||
Subsequent Event [Member] | Director [Member] | |||||
Stock Issued During Period Shares Share Based Compensation | 2,125 | ||||
Stock Issued During Period Value Share Based Compensation | $ 13,000 | ||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | |||||
Stock Issued During Period Shares Share Based Compensation | 12,154 | ||||
Stock Issued During Period Value Share Based Compensation | $ 57,000 | ||||
Subsequent Event [Member] | Brian H. Callahan [Member] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 160,000 |