Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 12,470,505 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 1,592 | $ 6,793 |
Accounts receivable, net of allowance of $313 and $221, respectively | 3,976 | 4,243 |
Inventories | 231 | 185 |
Prepaid expenses and other current assets | 1,186 | 1,722 |
Total Current Assets | 6,985 | 12,943 |
Property and Equipment, Net | 523 | 732 |
Other Assets | ||
Goodwill | 8,808 | 9,202 |
Amortizable intangible assets, net | 866 | 0 |
Software development costs, net | 4,693 | 3,010 |
Other long-term assets | 170 | 34 |
TOTAL ASSETS | 22,045 | 25,921 |
Current Liabilities | ||
Accounts payable | 1,633 | 1,978 |
Accrued expenses and other current liabilities | 2,151 | 2,624 |
Payroll and other taxes | 901 | 747 |
Current portion of long-term debt | 1,900 | 0 |
Current portion of deferred revenue | 890 | 719 |
Sales tax payable | 869 | 850 |
Income tax payable | 307 | 356 |
Total Current Liabilities | 8,651 | 7,274 |
Long-Term Liabilities | ||
Deferred revenue, net of current portion | 35 | 52 |
Deferred income taxes | 217 | 58 |
Long-term debt, net of current portion | 8,124 | 0 |
Other long-term liabilities | 492 | 140 |
Total Liabilities | $ 17,519 | $ 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, 13,236,829 shares issued and 12,447,041 shares outstanding at March 31, 2016, and 15,027,057 shares issued and 14,266,964 shares outstanding at June 30, 2015 | 1 | 2 |
Additional paid-in capital | 16,381 | 31,186 |
Accumulated other comprehensive loss | (2,309) | (1,241) |
Accumulated deficit | (7,173) | (9,337) |
Treasury stock at cost, 789,788 shares at March 31, 2016, and 760,093 shares at June 30, 2015 | (2,374) | (2,213) |
Total Stockholders' Equity | 4,526 | 18,397 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,045 | $ 25,921 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Allowance for accounts receivable | $ 313 | $ 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 | 13,236,829 | 15,027,057 |
Common stock, shares outstanding | 12,447,041 | 14,266,964 |
Treasury stock, shares | 789,788 | 760,093 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues, net | $ 7,916 | $ 7,659 | $ 23,812 | $ 23,737 |
Cost of revenues | 3,537 | 3,342 | 10,755 | 9,856 |
Gross profit | 4,379 | 4,317 | 13,057 | 13,881 |
Operating expenses | ||||
Research and development | 1,005 | 973 | 2,819 | 2,854 |
Sales and marketing | 905 | 1,003 | 3,016 | 3,318 |
General and administrative | 1,436 | 1,255 | 4,071 | 4,325 |
Depreciation and amortization | 178 | 120 | 514 | 478 |
Total operating expenses | 3,524 | 3,351 | 10,420 | 10,975 |
Operating income | 855 | 966 | 2,637 | 2,906 |
Other income (expense): | ||||
Interest expense, net | (104) | (4) | (158) | (9) |
Gain on settlement of liabilities | 0 | 0 | 217 | 0 |
Total other income (expense), net | (104) | (4) | 59 | (9) |
Income before provision for income taxes | 751 | 962 | 2,696 | 2,897 |
Provision for income taxes | 155 | 241 | 532 | 642 |
Net income | $ 596 | $ 721 | $ 2,164 | $ 2,255 |
Earnings per share attributed to common stockholders: | ||||
Basic | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.17 |
Diluted | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.17 |
Weighted average shares outstanding: | ||||
Basic | 11,426,207 | 13,430,568 | 12,580,137 | 13,398,748 |
Diluted | 11,770,176 | 13,525,148 | 12,924,601 | 13,493,328 |
Net income | $ 596 | $ 721 | $ 2,164 | $ 2,255 |
Foreign currency translation loss | (252) | (673) | (1,068) | (1,926) |
Total comprehensive income | $ 344 | $ 48 | $ 1,096 | $ 329 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 2,164 | $ 2,255 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | 203 | 119 |
Depreciation and amortization | 514 | 478 |
Amortization of debt issuance costs | 19 | 0 |
Stock-based compensation | 225 | 503 |
Deferred income taxes | (18) | (21) |
Changes in assets and liabilities: | ||
Accounts receivable | 48 | (502) |
Inventories | (64) | (194) |
Prepaid expenses and other assets | 431 | (337) |
Accounts payable | (256) | (117) |
Payroll and other taxes payable | 174 | (227) |
Deferred revenue | 137 | 22 |
Accrued expenses and other liabilities | (585) | (652) |
Sales tax payable | 60 | (62) |
Net cash provided by operating activities | 3,052 | 1,265 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (71) | (292) |
Business acquisition, net of cash acquired | (453) | 0 |
Capitalized software development costs | (2,009) | (1,227) |
Net cash used in investing activities | (2,533) | (1,519) |
Cash flows from financing activities: | ||
Repurchase of common stock for treasury | (161) | (232) |
Repurchase of common stock | (15,000) | 0 |
Payment of fees for acquisition of debt | (123) | 0 |
Payment of fees for repurchase of common stock | (118) | 0 |
Proceeds from long-term debt | 10,500 | 0 |
Repayment of long-term debt | (476) | 0 |
Net cash used in financing activities | (5,378) | (232) |
Effect of exchange rate changes | (342) | (967) |
Net change in cash and cash equivalents | (5,201) | (1,453) |
Cash and cash equivalents, beginning of period | 6,793 | 7,008 |
Cash and cash equivalents, end of period | 1,592 | 5,555 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Treasury stock retired | 0 | 793 |
Issuance of common stock in settlement of accrued liabilities | $ 93 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2016 | |
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 United States Operating results for the three and nine months ended March 31, 2016 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. |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2016 | |
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 integrated information management solutions and services and a leading provider of cloud-based software solutions for the automotive aftermarket sector. The Company conducts its businesses through wholly owned subsidiaries with operations in Europe and North America. MAM Software Ltd. (“MAM Ltd.”) is based in Tankersley, Barnsley, United Kingdom (“UK”), Origin Software Solutions, Ltd. (“Origin”) is based in the UK (MAM Ltd. and Origin are collectively referred to as “MAM UK”), and MAM Software, Inc. (“MAM NA”) has an office in the US 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 US, the Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 In the UK, 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 US, Canada, the UK and Ireland (UK and Ireland are collectively referred to as the “UK market”). For customers headquartered in their respective countries, the Company derived approximately 68 30 1 1 76 23 1 The Company derived approximately 70 28 1 1 74 25 1 At March 31, 2016, the Company maintained 97 3 83 17 The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the US 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 collectability 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 compensation and 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, accrued expenses and debt. 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 into which category within the hierarchy an asset or liability 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 related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income. Depreciation expense was $ 84,000 59,000 234,000 182,000 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 on software development costs was $ 70,000 61,000 207,000 184,000 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 years. Amortization expense on amortizable intangible assets was $ 24,000 0 73,000 112,000 Goodwill is not 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 March 31, 2016, the Company does not believe there is an impairment of its goodwill. There can be no assurance, however, that market conditions will not change and/or demand for the Company’s products and services will continue at a level consistent with past results, which could result in 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 (596,000) Balance, March 31, 2016 $ 8,808,000 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 can be recovered through projected undiscounted future cash flows over their remaining lives. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations during the period in which long-lived asset impairment is determined by management. At March 31, 2016, 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 based upon either the fair value of the equity instruments issued or the fair value of consideration received, depending on which option is more readily determinable. The majority of stock issuance 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 US 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. 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 collectability 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 represent 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 March 31, 2016 and 2015, advertising expense totaled $ 88,000 82,000 ed $ 355,000 349,000 Management has determined that the functional currency of its subsidiaries is the local currency. Assets and liabilities of the UK subsidiaries are translated into US 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 adjustments are accumulated as a separate component of stockholders’ equity. Foreign currency translation income (loss) totaled $(252, 000) and $ (673,000) (1,068,000) (1,926,000) 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 includes all changes in equity (net assets) during a period from non-owner sources. For the three and nine months ended March 31, 2016 and 2015, the components of comprehensive income 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 taxation deferred by 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 March 31, 2016 and June 30, 2015, and has not recognized interest and/or penalties in the condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2016 and 2015. 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 and nine months ended March 31, 2016, there were 343,969 344,464 691,505 94,580 866,252 Three Months Ended March 31, 2016 2015 Numerator: Net income $ 596,000 $ 721,000 Denominator: Basic weighted-average shares outstanding 11,426,207 13,430,568 Effect of dilutive securities 343,969 94,580 Diluted weighted-average diluted shares 11,770,176 13,525,148 Basic earnings per common share $ 0.05 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.05 Nine Months Ended March 31, 2016 2015 Numerator: Net income $ 2,164,000 $ 2,255,000 Denominator: Basic weighted-average shares outstanding 12,580,137 13,398,748 Effect of dilutive securities 344,464 94,580 Diluted weighted-average diluted shares 12,924,601 13,493,328 Basic earnings per common share $ 0.17 $ 0.17 Diluted earnings per common share $ 0.17 $ 0.17 In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2016 | |
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 material adverse effects on the consolidated financial position or results of operations of the Company. There are currently no pending material 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 credit facility (see Note 6), the Company indemnified the lender for certain losses, claims, and other liabilities that are standard for this type of agreement. 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 US 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 | 9 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4. STOCKHOLDERS’ EQUITY Common Stock The Company issues shares of common stock to the non-management members of the Board of Directors under the Company’s 2007 LTIP in respect of quarterly compensation. The shares vest over a three-year period and are issued quarterly. The Company also gives the non-management members of the Board of Directors the option to receive shares of common stock in lieu of cash compensation. On July 1, 2015, the Company approved the issuance of 47,663 255,000 During the nine months ended March 31, 2016, the Company issued 39,115 166,000 Tender Offer On December 1, 2015, the Company completed a cash tender offer (the “Tender Offer”) 2.0 7.50 15.0 Tender Offer Treasury Stock From July 1, 2015 until March 31, 2016, the Company repurchased 29,695 161,000 1,982,235 4,698,000 Stock-Based Compensation Stock-based compensation expense for restricted stock and stock issuances of $ 83,000 154,000 225,000 503,000 Options Outstanding Weighted- Average Number of Weighted- Remaining Shares Average Contractual (in Exercise Life thousands) Price (in years) Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - March 31, 2016 121 $ 1.23 5.2 Options exercisable - March 31, 2016 121 $ 1.23 5.2 Options exercisable and vested - March 31, 2016 121 $ 1.23 5.2 Number of Weighted Average Shares Initial Value Price (in thousands) Per Share Restricted stock outstanding - July 1, 2015 866 $ 0.48 Issuance of restricted stock 160 1.79 Vesting (65) 0.33 Forfeitures - - Restricted stock outstanding - March 31, 2016 961 $ 0.70 Weighted Average Number of Initial Value Price Shares Per Share 30 day VWAP per share vesting level (1): $7.00 per share 269,196 $ 0.41 $8.00 per share 481,327 $ 0.43 $9.00 per share 82,178 $ 1.25 $10.00 per share 48,000 $ 1.79 $11.00 per share 48,000 $ 1.79 $12.00 per share 32,000 $ 1.79 (1) The restricted stock becomes vested when the Company’s 30 day volume weighted average price (“VWAP”) per share is at or above these levels. 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 the Company’s 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. No employee will be granted an option to purchase more than $ 2,400 100,000 During the nine months ended March 31, 2016, the Company issued 8,532 49,000 During the nine months ended March 31, 2015, the Company issued 15,957 85,000 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Mar. 31, 2016 | |
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 (1) net assets acquired of $ 177,000 1.0 202,000 202,000 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | NOTE 6. LONG-TERM DEBT As of ($ in thousands) March 31, 2016 June 30, 2015 Debt obligations: Revolving loan facility $ 1,000 $ - Term loan 9,024 - Total 10,024 - Less current portion (1,900) - Long-term debt $ 8,124 $ - On December 1, 2015, the Company entered into a new credit agreement with J.P. Morgan Chase Bank, N.A. to provide for borrowings up to $ 12.0 9.5 2.5 was 3.50 65 On December 1, 2015, the Company borrowed $ 10.5 |
NATURE OF OPERATIONS AND SUMM12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
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 US, the Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 In the UK, 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 US, Canada, the UK and Ireland (UK and Ireland are collectively referred to as the “UK market”). For customers headquartered in their respective countries, the Company derived approximately 68 30 1 1 76 23 1 The Company derived approximately 70 28 1 1 74 25 1 At March 31, 2016, the Company maintained 97 3 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 US 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 collectability 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 compensation and 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, accrued expenses and debt. 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 into which category within the hierarchy an asset or liability 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 related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income. Depreciation expense was $ 84,000 59,000 234,000 182,000 |
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 on software development costs was $ 70,000 61,000 207,000 184,000 |
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 years. Amortization expense on amortizable intangible assets was $ 24,000 0 73,000 112,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not 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 March 31, 2016, the Company does not believe there is an impairment of its goodwill. There can be no assurance, however, that market conditions will not change and/or demand for the Company’s products and services will continue at a level consistent with past results, which could result in 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 (596,000) Balance, March 31, 2016 $ 8,808,000 |
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 can be recovered through projected undiscounted future cash flows over their remaining lives. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations during the period in which long-lived asset impairment is determined by management. At March 31, 2016, 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 based upon either the fair value of the equity instruments issued or the fair value of consideration received, depending on which option is more readily determinable. The majority of stock issuance 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 US 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. 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 collectability 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 represent 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 March 31, 2016 and 2015, advertising expense totaled $ 88,000 82,000 ed $ 355,000 349,000 |
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 UK subsidiaries are translated into US 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 adjustments are accumulated as a separate component of stockholders’ equity. Foreign currency translation income (loss) totaled $(252, 000) and $ (673,000) (1,068,000) (1,926,000) 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 Comprehensive income includes all changes in equity (net assets) during a period from non-owner sources. For the three and nine months ended March 31, 2016 and 2015, the components of comprehensive income 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 taxation deferred by 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 March 31, 2016 and June 30, 2015, and has not recognized interest and/or penalties in the condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2016 and 2015. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings 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 and nine months ended March 31, 2016, there were 343,969 344,464 691,505 94,580 866,252 Three Months Ended March 31, 2016 2015 Numerator: Net income $ 596,000 $ 721,000 Denominator: Basic weighted-average shares outstanding 11,426,207 13,430,568 Effect of dilutive securities 343,969 94,580 Diluted weighted-average diluted shares 11,770,176 13,525,148 Basic earnings per common share $ 0.05 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.05 Nine Months Ended March 31, 2016 2015 Numerator: Net income $ 2,164,000 $ 2,255,000 Denominator: Basic weighted-average shares outstanding 12,580,137 13,398,748 Effect of dilutive securities 344,464 94,580 Diluted weighted-average diluted shares 12,924,601 13,493,328 Basic earnings per common share $ 0.17 $ 0.17 Diluted earnings per common share $ 0.17 $ 0.17 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU 2016-02, Leases The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern |
NATURE OF OPERATIONS AND SUMM13
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Goodwill [Table Text Block] | For the nine months ended March 31, 2016, 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 (596,000) Balance, March 31, 2016 $ 8,808,000 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following tables present the computation of the basic and diluted earnings per share for the three and nine months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Numerator: Net income $ 596,000 $ 721,000 Denominator: Basic weighted-average shares outstanding 11,426,207 13,430,568 Effect of dilutive securities 343,969 94,580 Diluted weighted-average diluted shares 11,770,176 13,525,148 Basic earnings per common share $ 0.05 $ 0.05 Diluted earnings per common share $ 0.05 $ 0.05 Nine Months Ended March 31, 2016 2015 Numerator: Net income $ 2,164,000 $ 2,255,000 Denominator: Basic weighted-average shares outstanding 12,580,137 13,398,748 Effect of dilutive securities 344,464 94,580 Diluted weighted-average diluted shares 12,924,601 13,493,328 Basic earnings per common share $ 0.17 $ 0.17 Diluted earnings per common share $ 0.17 $ 0.17 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
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 Number of Weighted- Remaining Shares Average Contractual (in Exercise Life thousands) Price (in years) Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - March 31, 2016 121 $ 1.23 5.2 Options exercisable - March 31, 2016 121 $ 1.23 5.2 Options exercisable and vested - March 31, 2016 121 $ 1.23 5.2 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company's restricted common stock activity is presented below (shares in thousands): Number of Weighted Average Shares Initial Value Price (in thousands) Per Share Restricted stock outstanding - July 1, 2015 866 $ 0.48 Issuance of restricted stock 160 1.79 Vesting (65) 0.33 Forfeitures - - Restricted stock outstanding - March 31, 2016 961 $ 0.70 |
Schedule of Vesting Level of Common Restricted Stock [Table Text Block] | Weighted Average Number of Initial Value Price Shares Per Share 30 day VWAP per share vesting level (1): $7.00 per share 269,196 $ 0.41 $8.00 per share 481,327 $ 0.43 $9.00 per share 82,178 $ 1.25 $10.00 per share 48,000 $ 1.79 $11.00 per share 48,000 $ 1.79 $12.00 per share 32,000 $ 1.79 (1) The restricted stock becomes vested when the Company’s 30 day volume weighted average price (“VWAP”) per share is at or above these levels. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt obligations consisted of the following at March 31, 2016 and June 30, 2015: As of ($ in thousands) March 31, 2016 June 30, 2015 Debt obligations: Revolving loan facility $ 1,000 $ - Term loan 9,024 - Total 10,024 - Less current portion (1,900) - Long-term debt $ 8,124 $ - |
NATURE OF OPERATIONS AND SUMM16
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Balance, July 1, 2015 | $ 9,202,000 |
Acquisition of Origin (see Note 5) | 202,000 |
Effect of exchange rate changes | (596,000) |
Balance, March 31, 2016 | $ 8,808,000 |
NATURE OF OPERATIONS AND SUMM17
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||||
Net income | $ 596 | $ 721 | $ 2,164 | $ 2,255 |
Denominator: | ||||
Basic weighted-average shares outstanding | 11,426,207 | 13,430,568 | 12,580,137 | 13,398,748 |
Effect of dilutive securities | 343,969 | 94,580 | 344,464 | 94,580 |
Diluted weighted-average diluted shares | 11,770,176 | 13,525,148 | 12,924,601 | 13,493,328 |
Basic earnings per common share | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.17 |
Diluted earnings per common share | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.17 |
NATURE OF OPERATIONS AND SUMM18
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($)shares | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($)shares | Jun. 30, 2015 | Mar. 31, 2016GBP (£) | |
Advertising Expense | $ 88,000 | $ 82,000 | $ 355,000 | $ 349,000 | ||
Foreign currency translation income (loss) | $ (252,000) | $ (673,000) | $ (1,068,000) | $ (1,926,000) | ||
Effect of dilutive securities | shares | 343,969 | 94,580 | 344,464 | 94,580 | ||
Percentage Of Shares Issued Under Long Term Stock Incentive Plan, Maximum | 15.00% | 15.00% | 15.00% | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 691,505 | 866,252 | 691,505 | 866,252 | ||
Depreciation, Depletion and Amortization | $ 84,000 | $ 59,000 | $ 234,000 | $ 182,000 | ||
Amortization of Intangible Assets | 24,000 | 0 | 73,000 | 112,000 | ||
Amortization | $ 70,000 | $ 61,000 | $ 207,000 | $ 184,000 | ||
No Customer [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | 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 | |||||
UNITED STATES [Member] | ||||||
Percentage Of Property, Plant and Equipment, Net | 3.00% | 3.00% | 17.00% | 3.00% | ||
UNITED STATES [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 30.00% | 23.00% | 28.00% | 25.00% | ||
UNITED STATES [Member] | Federal Deposit Insurance Corporation [Member] | ||||||
Foreign Financial Institutions, Actual Deposits | $ 250,000 | $ 250,000 | ||||
Foreign Financial Institutions, Mandated Deposits | $ 250,000 | $ 250,000 | ||||
CANADA [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 1.00% | 1.00% | 1.00% | 1.00% | ||
UNITED KINGDOM [Member] | ||||||
Percentage Of Property, Plant and Equipment, Net | 97.00% | 97.00% | 83.00% | 97.00% | ||
UNITED KINGDOM [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 68.00% | 76.00% | 70.00% | 74.00% | ||
UNITED KINGDOM [Member] | Financial Services Compensation Scheme [Member] | ||||||
Foreign Financial Institutions, Actual Deposits | £ | £ 85,000 | |||||
Foreign Financial Institutions, Mandated Deposits | £ | £ 85,000 | |||||
Ireland [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 1.00% | 1.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) shares in Thousands | 9 Months Ended |
Mar. 31, 2016$ / 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 vested | shares | 121 |
Weighted- Average Exercise Price, Options outstanding - Beginning balance | $ / shares | $ 1.23 |
Weighted- Average Exercise Price, Options granted | $ / shares | 0 |
Weighted- Average Exercise Price, Options exercised | $ / shares | 0 |
Weighted- Average Exercise Price, Options cancelled | $ / shares | 0 |
Weighted- Average Exercise Price, Options outstanding - Ending balance | $ / shares | 1.23 |
Weighted- Average Exercise Price, Options exercisable | $ / shares | 1.23 |
Weighted- Average Exercise Price, Options exercisable and vested | $ / shares | $ 1.23 |
Weighted- Average Remaining Contractual Life, Options outstanding (in years) | 5 years 2 months 12 days |
Weighted- Average Remaining Contractual Life, Options exercisable (in years) | 5 years 2 months 12 days |
Weighted- Average Remaining Contractual Life, Options exercisable and expected to vest (in years) | 5 years 2 months 12 days |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Restricted Stock [Member] shares in Thousands | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Shares, Restricted stock outstanding - July 1, 2015 | shares | 866 |
Number of Shares, Issuance of restricted stock | shares | 160 |
Number of Shares, Vesting | shares | (65) |
Number of Shares, Forfeitures | shares | 0 |
Number of Shares, Restricted stock outstanding - March 31, 2016 | shares | 961 |
Weighted Average Initial Value Price Per Share, Restricted stock outstanding - July 1, 2015 | $ / shares | $ 0.48 |
Weighted Average Initial Value Price Per Share, Issuance of restricted stock | $ / shares | 1.79 |
Weighted Average Initial Value Price Per Share, Vesting | $ / shares | 0.33 |
Weighted Average Initial Value Price Per Share, Forfeitures | $ / shares | 0 |
Weighted Average Initial Value Price Per Share, Restricted stock outstanding - March 31, 2016 | $ / shares | $ 0.70 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Restricted Stock [Member] - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 | |
Number of Shares, 30 day VWAP per share vesting level | 961,000 | 866,000 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | $ 0.70 | $ 0.48 | |
Price Range 7 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 269,196 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 0.41 | |
Price Range 8 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 481,327 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 0.43 | |
Price Range 9 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 82,178 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 1.25 | |
Price Range 10 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 48,000 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 1.79 | |
Price Range 11 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 48,000 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 1.79 | |
Price Range 12 Per share [Member] | |||
Number of Shares, 30 day VWAP per share vesting level | [1] | 32,000 | |
Weighted Average Initial Value Price Per Share, 30 day VWAP per share vesting level | [1] | $ 1.79 | |
[1] | The restricted stock becomes vested when the Company’s 30 day volume weighted average price (“VWAP”) per share is at or above these levels. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Sep. 30, 2011 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Tender Offer [Member] | ||||||
Purchases of Common Stock During the Period | 2,000,000 | |||||
Purchases of Common Stock Price Per Share | $ 7.50 | |||||
Purchases of Common Stock During the Period, Value | $ 15,000,000 | |||||
Common Stock [Member] | ||||||
Stock Issued During Period Value Issued For Cash | $ 255,000 | |||||
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 | |||||
Employee Stock Option [Member] | Restricted Stock [Member] | ||||||
Allocated Share-based Compensation Expense | $ 83,000 | $ 154,000 | $ 225,000 | $ 503,000 | ||
LTIP 2007 [Member] | ||||||
Stock Issued During Period Shares Share Based Compensation | 47,663 | |||||
Employee Stock Purchase Plan [Member] | ||||||
Stock Issued During Period Shares Share Based Compensation | 8,532 | 15,957 | ||||
Stock Issued During Period Value Share Based Compensation | $ 49,000 | $ 85,000 | ||||
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 | 39,115 | |||||
Stock Issued During Period Value Issued For Cash | $ 166,000 |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) - USD ($) | 1 Months Ended | ||
Jul. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,808,000 | $ 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 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Debt obligations | $ 10,024 | $ 0 |
Less current portion | (1,900) | 0 |
Long-term debt | 8,124 | 0 |
Revolving Credit Facility [Member] | ||
Debt obligations | 1,000 | 0 |
Term Loan [Member] | ||
Debt obligations | $ 9,024 | $ 0 |
LONG-TERM DEBT (Details Textual
LONG-TERM DEBT (Details Textual) $ in Millions | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 12 |
Line of Credit Facility, Interest Rate Description | The borrowings bear interest at a variable rate based on either LIBO Rate or a Prime Rate, as defined in the Credit Facility, plus an applicable margin of 3.00% to 3.50%, based upon financial covenants. |
Line of Credit Facility, Interest Rate at Period End | 3.50% |
Percentage of Pledged Stock | 65.00% |
Proceeds from Lines of Credit | $ 10.5 |
Revolving Credit Facility [Member] | |
Line of Credit Facility, Maximum Borrowing Capacity | 2.5 |
Term Loan [Member] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 9.5 |