Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 16, 2016 | Dec. 31, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | MAM SOFTWARE GROUP, INC. | ||
Entity Central Index Key | 832,488 | ||
Trading Symbol | mams | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 12,400,758 | ||
Entity Public Float | $ 25,394 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Amortizable Intangible Assets, Except Computer Software [Member] | ||
Other Assets | ||
Intangible assets, net | $ 739,000 | |
Total amortizable intangible assets, net | 739,000 | |
Computer Software, Intangible Asset [Member] | ||
Other Assets | ||
Intangible assets, net | 5,234,000 | 3,010,000 |
Total amortizable intangible assets, net | 5,234,000 | 3,010,000 |
Cash and cash equivalents | 491,000 | 6,793,000 |
Accounts receivable, net of allowance of $359 and $221, respectively | 4,627,000 | 4,243,000 |
Inventories | 221,000 | 185,000 |
Prepaid expenses and other current assets | 1,495,000 | 1,722,000 |
Income tax receivable | 535,000 | |
Total Current Assets | 7,369,000 | 12,943,000 |
Property and Equipment, Net | 581,000 | 732,000 |
Goodwill | 8,363,000 | 9,202,000 |
Intangible assets, net | 5,973,000 | 3,010,000 |
Total amortizable intangible assets, net | 5,973,000 | 3,010,000 |
Other long-term assets | 159,000 | 34,000 |
TOTAL ASSETS | 22,445,000 | 25,921,000 |
Current Liabilities | ||
Accounts payable | 1,618,000 | 1,978,000 |
Accrued expenses and other liabilities | 1,811,000 | 2,624,000 |
Payroll and other taxes | 1,188,000 | 747,000 |
Current portion of long-term debt | 1,925,000 | |
Current portion of deferred revenue | 939,000 | 719,000 |
Sales tax payable | 750,000 | 850,000 |
Income tax payable | 1,000 | 356,000 |
Total Current Liabilities | 8,232,000 | 7,274,000 |
Long-Term Liabilities | ||
Deferred revenue, net of current portion | 273,000 | 52,000 |
Deferred income taxes | 535,000 | 58,000 |
Long-term debt, net of current portion | 7,853,000 | |
Other long-term liabilities | 533,000 | 140,000 |
Total Liabilities | 17,426,000 | 7,524,000 |
Stockholders' Equity | ||
Preferred stock: Par value $0.0001 per share; 2,000,000 shares authorized, none issued and outstanding | ||
Common stock: Par value $0.0001 per share; 18,000,000 shares authorized, 13,199,365 shares issued and 12,409,577 shares outstanding at June 30, 2016 and 15,027,057 shares issued and 14,266,964 shares outstanding at June 30, 2015 | 1,000 | 2,000 |
Additional paid-in capital | 16,162,000 | 31,186,000 |
Accumulated other comprehensive loss | (2,985,000) | (1,241,000) |
Accumulated deficit | (5,785,000) | (9,337,000) |
Treasury stock at cost, 789,788 shares at June 30, 2016 and 760,093 shares at June 30, 2015 | (2,374,000) | (2,213,000) |
Total Stockholders' Equity | 5,019,000 | 18,397,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,445,000 | $ 25,921,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Allowance of accounts receivable | $ 359 | $ 221 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 18,000,000 | 18,000,000 |
Common stock, shares issued (in shares) | 13,199,365 | 15,027,057 |
Common stock, shares outstanding (in shares) | 12,409,577 | 14,266,964 |
Treasury stock, shares (in shares) | 789,788 | 760,093 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net revenues | $ 32,212,000 | $ 31,638,000 |
Cost of revenues | 14,598,000 | 13,777,000 |
Gross Profit | 17,614,000 | 17,861,000 |
Operating Expenses | ||
Research and development | 3,777,000 | 3,860,000 |
Sales and marketing | 4,009,000 | 4,319,000 |
General and administrative | 5,658,000 | 5,490,000 |
Depreciation and amortization | 370,000 | 352,000 |
Total Operating Expenses | 13,814,000 | 14,021,000 |
Operating Income | 3,800,000 | 3,840,000 |
Other Income (Expense) | ||
Interest expense, net | (276,000) | (13,000) |
Gain on settlement of liabilities | 217,000 | |
Total other expense, net | (59,000) | (13,000) |
Income before provision for income taxes | 3,741,000 | 3,827,000 |
Provision for income taxes | 189,000 | 822,000 |
Net Income | $ 3,552,000 | $ 3,005,000 |
Earnings per share attributed to common stockholders - basic (in dollars per share) | $ 0.29 | $ 0.22 |
Earnings per share attributed to common stockholders - diluted (in dollars per share) | $ 0.28 | $ 0.22 |
Weighted average common shares outstanding – basic (in shares) | 12,314,071 | 13,403,877 |
Weighted average common shares outstanding – diluted (in shares) | 12,489,934 | 13,498,182 |
Net Income | $ 3,552,000 | $ 3,005,000 |
Foreign currency translation loss | (1,744,000) | (1,176,000) |
Total Comprehensive Income | $ 1,808,000 | $ 1,829,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Jun. 30, 2014 | 15,077,830 | (673,681) | ||||
Balance at Jun. 30, 2014 | $ 2,000 | $ 31,426,000 | $ (1,746,000) | $ (65,000) | $ (12,342,000) | $ 17,275,000 |
Common stock issued as compensation (in shares) | 86,589 | |||||
Common stock issued as compensation | 562,000 | 562,000 | ||||
Repurchase of common stock for treasury (in shares) | (223,774) | |||||
Repurchase of common stock for treasury | $ (1,269,000) | $ (1,269,000) | ||||
Treasury Stock, Shares, Retired | (137,362) | 137,362 | 137,362 | |||
Treasury Stock, Retired, Cost Method, Amount | (802,000) | $ 802,000 | $ 800,000 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (1,176,000) | (1,176,000) | ||||
Net income | 3,005,000 | 3,005,000 | ||||
Balance (in shares) at Jun. 30, 2015 | 15,027,057 | (760,093) | ||||
Balance at Jun. 30, 2015 | $ 2,000 | 31,186,000 | $ (2,213,000) | (1,241,000) | (9,337,000) | 18,397,000 |
Common stock issued as compensation – Includes amortization of unvested shares (See Note 8) (in shares) | 86,589 | |||||
Common stock issued as compensation – Includes amortization of unvested shares (See Note 8) | 562,000 | 562,000 | ||||
Shares surrendered for taxes (in shares) | (134,386) | |||||
Shares surrendered for taxes | $ (800,000) | |||||
Repurchase of common stock for treasury (in shares) | 223,774 | |||||
Repurchase of common stock for treasury | $ 1,269,000 | 1,269,000 | ||||
Common stock issued as compensation (in shares) | 232,920 | |||||
Common stock issued as compensation | 434,000 | 434,000 | ||||
Repurchase of common stock for treasury (in shares) | 29,695 | |||||
Repurchase of common stock for treasury | $ 161,000 | 161,000 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (1,744,000) | (1,744,000) | ||||
Net income | 3,552,000 | 3,552,000 | ||||
Balance (in shares) at Jun. 30, 2016 | 13,199,365 | (789,788) | ||||
Balance at Jun. 30, 2016 | $ 1,000 | 16,162,000 | $ (2,374,000) | $ (2,985,000) | $ (5,785,000) | 5,019,000 |
Common stock issued as compensation – Includes amortization of unvested shares (See Note 8) (in shares) | 232,920 | |||||
Common stock issued as compensation – Includes amortization of unvested shares (See Note 8) | 434,000 | 434,000 | ||||
Shares surrendered for taxes (in shares) | (60,612) | (60,612) | ||||
Shares surrendered for taxes | (341,000) | $ (300,000) | (341,000) | |||
Repurchase of common stock for treasury (in shares) | (29,695) | |||||
Repurchase of common stock for treasury | $ (161,000) | (161,000) | ||||
Repurchase of common stock in tender offer (in shares) | (2,000,000) | |||||
Repurchase of common stock in tender offer | $ (1,000) | $ (15,117,000) | $ (15,118,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 3,552,000 | $ 3,005,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | 257,000 | 99,000 |
Depreciation and amortization | 648,000 | 599,000 |
Amortization of debt discount and debt issuance costs | 32,000 | |
Deferred tax expense (benefit) | 359,000 | 6,000 |
Stock-based compensation expense | 383,000 | 562,000 |
Changes in assets and liabilities: | ||
Accounts receivable | (881,000) | (715,000) |
Inventories | (70,000) | 9,000 |
Prepaid expenses and other assets | 42,000 | (266,000) |
Income tax receivable | (535,000) | |
Accounts payable | (215,000) | 599,000 |
Accrued expenses and other liabilities | (988,000) | (265,000) |
Payroll and other taxes | 183,000 | (413,000) |
Deferred revenue | 478,000 | (251,000) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 3,245,000 | 2,968,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (207,000) | (354,000) |
Capitalized software development costs | (2,759,000) | (1,740,000) |
Business acquisition, net of cash acquired | (453,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (3,419,000) | (2,094,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of common stock for treasury | (161,000) | (476,000) |
Repurchase of common stock | (15,000,000) | |
Payment for debt issuance costs | (123,000) | |
Payment of fees for repurchase of common stock | (118,000) | |
Proceeds from long-term debt | 10,729,000 | |
Repayment of long-term debt | (950,000) | |
NET CASH USED IN FINANCING ACTIVITIES | (5,623,000) | (476,000) |
Effect of exchange rate changes | (505,000) | (613,000) |
Net change in cash and cash equivalents | (6,302,000) | (215,000) |
Cash and cash equivalents at beginning of year | 6,793,000 | 7,008,000 |
Cash and cash equivalents at end of year | 491,000 | 6,793,000 |
Supplemental disclosures of cash flow information | ||
Interest | 221,000 | 13,000 |
Income taxes | 665,000 | 767,000 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Issuance of common stock in settlement of accrued liabilities | 93,000 | |
Common stock surrendered for payment of taxes | 341,000 | |
Treasury stock retired | $ 802,000 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation MAM Software Group, Inc. ("MAM" or the "Company") 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”) is based in the United States of America ("US") in Blue Bell, Pennsylvania. Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant i ntercompany accounts and transactions have been eliminated in the consolidated financial statements. Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, option s contracts or other foreign hedging arrangements. Cash and Cash Equivalents In the US, the Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000. At times deposits held with financial institutions in the US may exceed the $250,000 limit. In the UK, the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme up to 85,000GBP. At times deposits held with financial institutions in the UK may exceed the 85,000GBP limit. 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 original maturities of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. 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 customers accounted for more than 10% of the Company’s revenues for each of the years ended June 30, 2016 and 2015. No customers accounted for more than 10% of the Company’s accounts receivable at June 30, 2016 and 2015. Segment Reporting The Company o perates in one reportable segment. Though the Company has two operational segments (MAM UK and MAM NA) , the Company evaluated in accordance with ASC 280-10-50, Segment Reporting, 1. The products and services are software and professional services 2. The products are produced through professional services 3. The customers for these products are primarily for the automotive aftermarket 4. The method to distribute these products are via software that the customer can host locally or the Company will host 5. They both operate in a non-regulatory environment 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 70% of its revenues from the UK, 28% from the US, 1% from Ireland, and 1% from Canada during the year ended June 30, 2016, compared to 74% of its revenues from the UK, 25% from the US and 1% from Canada during the year ended June 30, 2015. At June 30, 2016, the Company maintained 79% of its net property and equipment in the UK and th e remaining 21% in the US. At June 30, 2015, the Company maintained 83% of its net property and equipment in the UK and the remaining 17% in the US. Use of Estimates The preparation of consolidated financial statements in conformity with accountin g 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 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 determination of the fair value of acquired intangible assets, 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 The Company ’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities, and long-term 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 which category an asset or liability falls within the hierarchy may require significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company believes that the carrying values of all financial instruments, except long-term debt, approximate their values due to their nature and respective durations. The carrying value of long-term debt approximates fair value based on borrowing rates currently available to the Company. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on specific identification of customer accounts and its best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. The Company evaluates the collectability of its receivables at least quarterly. The allowance for doubtful accounts is subject to estimates based on the historical actual costs of bad debt experienced, total accounts receivable amounts, age of accounts receivable and any knowledge of the customers’ ability or inability to pay outstanding balances. If the financial condition of the Company's customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities. 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 peri odically reviews its inventories and records a provision for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand. Once established, write-downs of inventories are considered permanent adjustments to the cost basis of the obsolete or excess inventories. Property and Equipment Property and equipment are stated at cost, and are depreciated using the straight-line method over the estimated useful lives of the related assets, rangi ng 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 consolidated statements of comprehensive income. 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 capitalized and 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 to ten years) of the product including the period being reported on. Amortization of capitalized software development costs are included in the cost of revenues line on the consolidated statements of comprehensive income. 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. Amortizable Intangible Assets Amortizable intangible assets consist of completed software technology, custome r contracts/relationships, automotive data services and acquired intellectual property and are recorded at cost. Completed software technology and customer contracts/relationships are amortized using the straight-line method over their estimated useful lives of 9 to 10 years, automotive data services are amortized using the straight-line method over their estimated useful lives of 20 years and acquired intellectual property is amortized over the estimated useful life of 10 years. Goodwill Goodwill is not amortized, but rather is tested at least annually for impairment. Goodwill is subject to impairment r eviews 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 June 30, 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 or demand for the Company’s products and services will continue, which could result in impairment of goodwill in the future. Goodwill activity for the years ended June 30 , 2016 and 2015 was as follows: Balance, July 1, 2014 $ 9,767,000 Effect of exchange rate changes (565,000 ) Balance, June 30, 2015 $ 9,202,000 Acquisition of Origin (see Note 2) 202,000 Effect of exchange rate changes (1,041,000 ) Balance, June 30, 2016 $ 8,363,000 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 their remaining useful lives. 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 June 30, 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. Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of long-term debt. Debt issuance costs are amortized over the term of the financing instrument using the effective interest method. Debt issuance costs are included in other long-term assets. 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 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 are not presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation . 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. The fair value of stock-based awards is amortized over the vesting period of the award or expected vesting date of the market-based restricted shares and the Company elected to use the straight-line method for awards granted. Revenue R ecognition 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 reasonably assured. 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 o bjective 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 evi dence, 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 acc ompanying 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 recognizes revenue on a net basis, which excludes sales tax collected from customers and remitted to governmental authorities. Advertising Expense The Company expenses advertising costs as incurred. For the years ended June 30, 2016 and 2015, advertising expense totaled $0.4 million and $0.4 million, respectively. 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 year-end exchange rates. Income and expenses are translated at an average exchange rate for the year and the resulting translation gain (loss) adjustments are accumulated as a separate component of stockholders’ equity. The translation (loss) gain adjustment totaled $(1.7) million and $(1.2) million for the years ended June 30, 2016 and 2015, respectively. Foreign currency gains and losses from transactions denomin ated in other than respective local currencies are included in income. The Company had no foreign currency transaction gain (loss) for all periods presented. Comprehensive Income Comprehensive income includes all changes in equity (net assets) during a period from non-owner sources. For the years ended June 30, 2016 and 2015, the components of comprehensive income consist of foreign currency translation gain (loss). Income Taxes Deferred tax assets and liabilities are recognized for the future tax c onsequences 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 consolidated balance sheets at June 30, 2016 and 2015, and has not recognized interest and/or penalties in the consolidated statements of comprehensive income for the years ended June 30, 2016 and 2015. Basic and Diluted Earnings Per Share Basic earnings per share (“BEPS”) is computed by dividing the net income by the weighted average number of common shares outstanding for the period. Diluted earnings 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 year ended June 30, 2016 there were 175,863 common share equivalents included in the computation of the DEPS. For the year ended June 30, 2016, 691,505 shares of common stock vest based on the market price of the Company ’s common stock and were excluded from the computation of DEPS because the shares have not vested, but no stock options were excluded from the computation of DEPS. For the year ended June 30, 2015, there were 94,305 common share equivalents included in the computation of the DEPS. The following is a reconciliation of the numerat ors and denominators of the basic and diluted earnings per share computation for the years ended June 30: 2016 2015 Numerator: Net income $ 3,552,000 $ 3,005,000 Denominator: Basic weighted-average shares outstanding 12,314,071 13,403,877 Effect of dilutive securities 175,863 94,305 Diluted weighted-average diluted shares 12,489,934 13,498,182 Basic earnings per common share $ 0.29 $ 0.22 Diluted earnings per common share $ 0.28 $ 0.22 Reclassification Certain expenses were reclassified from depreciation and amortization to cost of revenues in the accompanying consolidated statement of comprehensive income for the year ended June 30, 2015 in order to conform to the current period presentation. Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The update provides guidance on simplifying various aspects of the accounting for shared-based compensation. The standard is effective for the annual and interim periods within those annual periods beginning after December 15, 2017. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The update provides guidance on simplifying the presentation for debt issuance costs and debt discount and premium. The standard is effective for the annual and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the disclosure or balance sheet presentation in its consolidated financial statements. 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 . Currently, there is no guidance in accounting principles generally accepted in the US 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 US 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. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Note 2 - Business Acquisition
Note 2 - Business Acquisition | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 2. BUSINESS ACQUISITION On July 1, 2015, MAM Ltd. acquired 100% of the stock of Origin, a UK-based provider of e-commerce solutions for the automotive aftermarket. With the acquisition of Origin, MAM is able to strengthen its e-commerce strategy by being able to provide customers with a range of e-commerce solutions for the automotive aftermarket. The Company paid $503,000 at closing of the acquisition. The Company will also make future cash payments of $416,000 and issue stock consideration of $283,000 in the future if Origin reaches established earnings targets. The Company recorded the estimated fair value of the contingent consideration of $270,000 in other long-term liabilities on its consolidated balance sheet as of June 30, 2016. In connection with the acquisition, the Company incurred acquisition-related costs of $53,000, which were expensed and included in general and administrative expenses in the accompanying consolidated statement of comprehensive income for the year ended June 30, 2016. The Company allocated the purchase consideration to acquire Origin to (1) net assets acquired of $177,000, (2) finite-lived intangible assets of $1.0 million for acquired intellectual property (with an estimated useful l ife of 10 years), (3) a deferred tax liability of $202,000, and (4) goodwill of $202,000. The goodwill from this acquisition is non-deductible for tax purposes. The results of operations of Origin have been included in the Company's consolidated statements of comprehensive income from the date of acquisition, however the results from Origin were not significant to the Company’s consolidated results of operations and thus proforma information is not presented. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3. PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, June 30, 2016 2015 Leasehold improvements $ 396,000 $ 884,000 Computer and office equipment 869,000 880,000 Equipment under capital leases 10,000 10,000 Furniture and equipment 477,000 432,000 Total property, plant and equipment 1,752,000 2,206,000 Less: accumulated depreciation and amortization (1,171,000 ) (1,474,000 ) Total property, plant and equipment, net $ 581,000 $ 732,000 Depreciation expense on property and equipment for the years ended June 30, 2016 and 2015 was $0.3 million and $0.2 million, respectively. |
Note 4 - Intangible Assets
Note 4 - Intangible Assets | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 4. INTANGIBLE ASSETS Intangible assets consist of the following at June 30, 2016: Average Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Completed software technology 9 to 10 $ 1,093,000 $ (1,093,000 ) $ - Customer contracts / relationships 10 543,000 (543,000 ) - Automotive data services 20 262,000 (262,000 ) - Acquired intellectual property 10 822,000 (83,000 ) 739,000 Software development costs 3 to 10 7,887,000 (2,653,000 ) 5,234,000 Total $ 10,607,000 $ (4,634,000 ) $ 5,973,000 Intangible assets consist of the following at June 30, 2015: Average Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Completed software technology 9 to 10 $ 3,043,000 $ (3,043,000 ) $ - Customer contracts / relationships 10 3,737,000 (3,737,000 ) - Automotive data services 20 308,000 (308,000 ) - Software development costs 3 to 10 5,730,000 (2,720,000 ) 3,010,000 Total $ 12,818,000 $ (9,808,000 ) $ 3,010,000 For the years ended June 30, 2016 and 2015, the Company recognized amortization expense on its software development costs and other amortizable intangible assets of $0.4 million and $0.4 million, respectively. Estimated future amortization of software development costs and intangibles is as follows: Years Ending June 30, 2017 $ 500,000 2018 694,000 2019 651,000 2020 581,000 2021 556,000 |
Note 5 - Long-term Debt
Note 5 - Long-term Debt | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 5. LONG-TERM DEBT As of ($ in thousands) June 30, 2016 June 30, 2015 Debt obligations: Revolving loan facility $ 1,150 $ - Term loan 8,550 - Equipment financing 78 - Total 9,778 - Less current portion (1,925 ) - Long-term debt $ 7,853 $ - 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 million consisting of a $9.5 million term loan and a $2.5 million revolver (“ Credit Facility”). All borrowings become due and payable on December 1, 2018. 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. As of June 30, 2016, the interest rate was 4.0%. The term loan required monthly principal payments of $158,000. Under the terms of the Credit Facility, the Company is required to comply with certain loan covenants, which include, but are not limited to, the maintenance of certain financial ratios as well as certain financial reporting requirements and limitations. The Company’s obligations under the Credit Facility are secured by all of the Company’s US assets and are guaranteed by the Company’s US wholly-owned subsidiary. Additionally, the Company pledged 65% of the stock of MAM Software Limited, its UK subsidiary. As of June 30, 2016, the Company was in compliance with its loan covenants. On December 1, 2015, the Company borrowed $10.5 million under the Credit Facility to fund a portion of the Tender Offe r (see Note 8). The Company entered into an equipment financing agreement of $78,000 during the year ended June 30, 2016. The interest rate is 3.98% and the maturity date of the agreement is June 15, 2019. The equipment financing is secured by the related equipment. Future minimum payments under long-term debt outstanding at June 30, 2016 are as follows: For the years ending June 30, 2017 $ 1,925 2018 1,926 2019 5,927 Total debt payments $ 9,778 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 6. INCOME TAXES The Company is subject to taxation in the US, UK and various US state jurisdictions. The Company’s tax years for 1999 and forward are subject to examination by the US and state tax authorities due to losses incurred since inception. The Company is currently not under examination by any taxing authorities. The Company follows the provisions of ASC 740-10, Income Taxes Due to the recognition of a full valuation allowance against the Company's net operating losses (“NOLs”), future changes in the Company’s unrecognized tax benefits will not impact the Company’s tax provision. The Company ’s practice is to recognize interest and/or penalties related to income matters in income tax expense. During the years ended June 30, 2016 and 2015, the Company did not recognize any interest or penalties. The provision (benefit) for income taxes consists of the following for the years en ded June 30, 2016 and 2015: US Federal US State UK Corporate Total 2016 Current $ - $ 31,000 $ (162,000 ) $ (131,000 ) Deferred - - 320,000 320,000 To tal $ - $ 31,000 $ 158,000 $ 189,000 2015 Current $ - $ 5,000 $ 811,000 $ 816,000 Deferred - - 6,000 6,000 Total $ - $ 5,000 $ 817,000 $ 822,000 At June 30, 2016, the Company had net US deferred tax assets of approximately $5 million. Due to uncertainties surrounding the Company ’s ability to generate future US taxable income to realize these assets, a full valuation allowance has been established to offset carry-forwards of not only NOLs, but also its capital losses due to investments previously written off. Additionally, the future utilization of the Company’s federal and state NOLs to offset future taxable income have been determined to be subject to an annual limitation pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383 as a result of ownership changes that have previously occurred. Through its Section 382 study, the Company has analyzed any NOLs from its acquired subsidiaries to determine the maximum potential future tax benefit that might be available, and the corresponding limitation imposed based on IRC Section 382. As a result, by the year ended June 30, 2011, the Company adjusted the aforementioned net operating losses previously estimated. The outcome resulted in a determination that it could utilize, annually, approximately $0.6 million of previously incurred NOLs; presuming, however, there is taxable income in future periods affording utilization prior to expiration. At June 30, 2016, the Company had combined federal and state NOLs of approximately $9.6 million and $5.2 million, respectively. The federal and state tax loss carry-forwards will begin to expire in 2019 and 2017, respectively, unless previously utilized. Signif icant components of the Company’s net deferred tax assets at June 30, 2016 and 2015 are shown below. A valuation allowance of $4.9 million and $5.0 million has been established to offset the net deferred tax assets as of June 30, 2016 and 2015, respectively, due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets. The change in the valuation allowance is primarily attributable to the change in deferred tax assets and NOLs, as capital loss carry-forwards have not changed year to year. The tax effects of temporary differences and carry-forwards that give rise to significant portions of deferred tax assets (liabilities) consist of the following at June 30, 2016 and 2015: June 30, June 30, 2016 2015 Deferred tax assets: State taxes $ 1,000 $ 2,000 Net operating loss carry-forwards 2,759,000 2,768,000 Write-down of investments 1,745,000 1,736,000 Equity-based compensation 67,000 41,000 Reserves and accruals 274,000 284,000 Deferred rent 3,000 55,000 Domestic intangibles and other long-lived assets 101,000 133,000 Total deferred tax assets 4,950,000 5,019,000 Deferred tax liabilities: Intangible and other long-lived (546,000 ) (58,000 ) Valuation allowance (4,939,000 ) (5,019,000 ) Net deferred tax liabilities $ (535,000 ) $ (58,000 ) We recognize windfall tax benefits associated with the exercise of share-based compensation directly to stockholders' equity only when realized. Accordingly, deferred tax assets are not recognized for the net operating loss carryforwards resulting from windfall tax benefits. At June 30, 2016, deferred tax assets do not include $0.7 million of excess tax benefits from stock-based compensation. The provision for income taxes for the years ended June 30, 2016 and 2015 differs from the amount computed by applying the US federal income tax rates to net income from continuing operations before taxes as a result of the following: June 30, 2016 2015 Taxes at federal statutory rates $ 1,272,000 $ 1,301,000 State taxes, net of federal benefit 8,000 (12,000 ) Rate changes (19,000 ) 56,000 Permanent items and other 100,000 130,000 Research and development (577,000 ) - NOL expiration - 4,000 Differential in UK corporate tax rate (515,000 ) (519,000 ) Change in valuation allowance (80,000 ) (138,000 ) Provision for income taxes $ 189,000 $ 822,000 During the year ended June 30, 2016, the Company completed a formal research and development expense study in the UK and identified qualifying expenses related to the prior years which resulted in a reduction in the tax provision of $0.2 million, which is included in the rate reconciliation above. A provision has not been made at June 30, 2016 and 2015, for US or additional foreign withholding taxes on undistributed earnings of its UK subsidiaries because it is the present intention of management to reinvest the undistributed earnings indefinitely in foreign operations. Generally, such earnings become subject to US tax upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7. 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 5), 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 consolidated balance sheets. Operating Leases The Company leases its facilities and certain equipment pursuant to month-to-month and non-cancelable operating lease agreements that expire on various dates through March 2028. Terms of the leases prov ide for monthly payments ranging from $900 to $19,800. The Company incurred rent expense totaling approximately $ . Future annual minimum payments under non-cancelable operating leases are as follows: For the years ended June 30, 2017 $ 568,000 2018 521,000 2019 437,000 2020 429,000 2021 421,000 Thereafter 1,770,000 Total operating lease obligations $ 4,146,000 |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8. 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 for 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. During the years ended June 30, 2016 and 2015, the Company issued 57,126 and 61,207 shares of common stock, respectively, valued at $0.3 million and $0.2 million, respectively for the vesting of shares granted to the non-management members of the Board of Directors under the Company ’s 2007 LTIP and in lieu of cash compensation. There are no remaining shares available under the plan as of June 30, 2016. Tender Offer On December 1, 2015, the Company completed a cash tender offer (the “ Tender Offer”) and purchased 2.0 million shares of its common stock at a purchase price of $7.50 per share for a total purchase price of $15.0 million. The Company canceled and retired the shares purchased pursuant to the Tender Offer. In connection with the Tender Offer, the Company incurred costs of $0.1 million directly related to the Tender Offer, which were recorded in additional paid-in capital. Treasury Stock During the years ended June 30, 2016 and 2015, the Company repurchased, under its stock repurchase program, 29,695 and 89,388 shares of common stock at a cost of $0.2 million and $0.5 million, respectively. As of June 30, 2016, the Company has repurchased a total of 1,982,235 shares at a cost of $4.7 million, pursuant to a stock repurchase program approved by the Company ’s Board of Directors. The stock repurchase program was cancelled on October 30, 2015 in connection with the Tender Offer. During the year ended June 30, 2015, the Company retired 137,362 shares, at a value of $0.8 million. Stock-Based Compensation Stock-based compensation expense for restricted stock and stock issuances of $0.4 million and $0.6 million was recorded in the years ended June 30, 2016 and 2015, respectively, and was recorded in general and administrative expenses in the statements of comprehensive income. As of June 30, 2016, $0.3 million of total unrecognized stock-based compensation expense related to restricted stock is expected to be recognized over approximately 3.1 years. A summary of the Company's common stock option activity is pr esented below (shares in thousands): Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Intrinsic Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - June 30, 2016 121 $ 1.23 5.0 $ 596 Options exercisable - June 30, 2016 121 $ 1.23 5.0 $ 596 Options exercisable and vested - June 30, 2016 121 $ 1.23 5.0 $ 596 During the year ended June 30, 2016, no stock options were exercised. The aggregate intrinsic value represents the total pre-tax amount of proceeds, net of the exercise price, which would have been received by the option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price of the Company's common stock on June 30, 2016. 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 (250 ) 0.52 Forfeitures - - Restricted stock outstanding - June 30, 2016 776 $ 0.87 A summary of the vesting levels of the Company's restricted common stock is presented below: Weighted Average Number of Initial Value Price Shares Per Share 30 day VWAP per share vesting level (1): $7.00 per share 84,676 $ 0.39 $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 outstanding restricted stock becomes vested when the Company ’s 30-day volume weighted average price (“VWAP”) per share is at or above these levels. During the years ended June 30, 2016 and 2015, the Company withheld 60,612 and 134,386 shares of common stock at a cost of $0.3 million and $0.8 million, respectively, for the payment of taxes on shares that vested during the year. 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 stockholders 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% of the fair market value of a share of common stock on the exercise date of the current offering period or 85% 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 of fair market value common stock in a calendar year. The Plan is intended to be an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code. The Plan covers a maximum of 100,000 shares of common stock which will be offered to employees until January 2, 2022 or until the Plan is terminated by the Board of Directors. During the year ended June 30, 2016, the Company issued 15,794 shares of common stock to employees including an executive officer, under the ESPP in lieu of compensation, which shares of common stock were valued at approximately $0.1 million based on the closing market price of the Company’s common stock on January 2, 2015 and December 31, 2015. During the year ended June 30, 2015, the Company issued 15,957 shares of common stock to employees including an officer, under the ESPP in lieu of cash compensation, which were valued at approximately $0.1 million based on the closing mar ket price of the Company’s common stock on July 1, 2014 and January 2, 2014. Warrants The following is a summary of warrant activity for the year ended June 30, 2015: Balance as of July 1, 201 4 4,630 Warrants expired (4,630 ) Warrants issued and outstanding at June 30, 2015 - During the year ended June 30, 2015, 4,630 warrants with an exercise price of $0.80 expired. There are no warrants outstanding as of June 30, 2016. |
Note 9 - Employee Benefit Plans
Note 9 - Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 9. EMPLOYEE BENEFIT PLANS The Company has a retirement plan that complies with Section 401(k) of the Internal Revenue Code. All US employees are eligible to participate in the plan. The Company’s contribution to the 401(k) Plan is at the discretion of the Board of Directors. The Company matches 100% of elective deferrals subject to a maximum of 3% of the participant’s eligible earnings. The Company’s matching contributions to the 401(k) for the years ended June 30, 2016 and 2015 were $0.1 million and $0.1 million, respectively. The Company has a defined contribution retirement plan ("UK Plan") that all UK employees are eligible to participate in. The Company’s contribution to the UK Plan is at the discretion of the Board of Directors. The Company matches 100% of elective deferrals subject to a maximum of 3% of the participant’s eligible earnings. The Company’s matching contributions to the UK Plan for the years ended June 30, 2016 and 2015 were $0.2 million and $0.2 million, respectively. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 10. SUBSEQUENT EVENTS The Company has performed an evaluation of events occurring subsequent to June 30, 2016, through the filing date of this Annual Report on Form 10-K. Based on its evaluation, there are no events, except for the matter discussed below, that are required to be disclosed herein. On September 26, 2016, the Company entered into an amendment to its Credit Facility ("Amendment" and as amended, the "Amended Credit Facility"), which amended that certain credit agreement, dated as of December 1, 2015, by and among the Company and JPMorgan Chase Bank, N.A. (the "Credit Agreement" and as amended, the "Amended Credit Agreement"). The Amendment changed certain loan covenants, including the financial ratios and liquidity requirements. The borrowings under the Amended Credit Facility bear interest at a variable rate based on either LIBO Rate or a Prime Rate, as defined in the Amended Credit Agreement, plus an applicable margin of 3.50% to 4.00%, based upon financial covenants. The maturity date under the Amended Credit Agreement remains unchanged at December 1, 2018. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation MAM Software Group, Inc. ("MAM" or the "Company") 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”) is based in the United States of America ("US") in Blue Bell, Pennsylvania. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant i ntercompany accounts and transactions have been eliminated in the consolidated financial statements. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, option s 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 up to $250,000. At times deposits held with financial institutions in the US may exceed the $250,000 limit. In the UK, the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme up to 85,000GBP. At times deposits held with financial institutions in the UK may exceed the 85,000GBP limit. 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 original maturities 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 customers accounted for more than 10% of the Company’s revenues for each of the years ended June 30, 2016 and 2015. No customers accounted for more than 10% of the Company’s accounts receivable at June 30, 2016 and 2015. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company o perates in one reportable segment. Though the Company has two operational segments (MAM UK and MAM NA) , the Company evaluated in accordance with ASC 280-10-50, Segment Reporting, 1. The products and services are software and professional services 2. The products are produced through professional services 3. The customers for these products are primarily for the automotive aftermarket 4. The method to distribute these products are via software that the customer can host locally or the Company will host 5. They both operate in a non-regulatory environment |
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 70% of its revenues from the UK, 28% from the US, 1% from Ireland, and 1% from Canada during the year ended June 30, 2016, compared to 74% of its revenues from the UK, 25% from the US and 1% from Canada during the year ended June 30, 2015. At June 30, 2016, the Company maintained 79% of its net property and equipment in the UK and th e remaining 21% in the US. At June 30, 2015, the Company maintained 83% of its net property and equipment in the UK and the remaining 17% in the US. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accountin g 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 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 determination of the fair value of acquired intangible assets, 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, accrued expenses, and other liabilities, and long-term 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 which category an asset or liability falls within the hierarchy may require significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company believes that the carrying values of all financial instruments, except long-term debt, approximate their values due to their nature and respective durations. The carrying value of long-term debt approximates fair value based on borrowing rates currently available to the Company. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on specific identification of customer accounts and its best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. The Company evaluates the collectability of its receivables at least quarterly. The allowance for doubtful accounts is subject to estimates based on the historical actual costs of bad debt experienced, total accounts receivable amounts, age of accounts receivable and any knowledge of the customers’ ability or inability to pay outstanding balances. If the financial condition of the Company's customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities. |
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 peri odically reviews its inventories and records a provision for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand. 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 depreciated using the straight-line method over the estimated useful lives of the related assets, rangi ng 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 consolidated statements of comprehensive income. |
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 capitalized and 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 to ten years) of the product including the period being reported on. Amortization of capitalized software development costs are included in the cost of revenues line on the consolidated statements of comprehensive income. 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. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Amortizable Intangible Assets Amortizable intangible assets consist of completed software technology, custome r contracts/relationships, automotive data services and acquired intellectual property and are recorded at cost. Completed software technology and customer contracts/relationships are amortized using the straight-line method over their estimated useful lives of 9 to 10 years, automotive data services are amortized using the straight-line method over their estimated useful lives of 20 years and acquired intellectual property is amortized over the estimated useful life of 10 years. |
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 r eviews 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 June 30, 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 or demand for the Company’s products and services will continue, which could result in impairment of goodwill in the future. Goodwill activity for the years ended June 30 , 2016 and 2015 was as follows: Balance, July 1, 2014 $ 9,767,000 Effect of exchange rate changes (565,000 ) Balance, June 30, 2015 $ 9,202,000 Acquisition of Origin (see Note 2) 202,000 Effect of exchange rate changes (1,041,000 ) Balance, June 30, 2016 $ 8,363,000 |
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 their remaining useful lives. 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 June 30, 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. |
Debt, Policy [Policy Text Block] | Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of long-term debt. Debt issuance costs are amortized over the term of the financing instrument using the effective interest method. Debt issuance costs are included in other long-term assets. |
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 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 are not 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 The Company accounts for stock-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation . 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. The fair value of stock-based awards is amortized over the vesting period of the award or expected vesting date of the market-based restricted shares and the Company elected to use the straight-line method for awards granted. |
Revenue Recognition, Policy [Policy Text Block] | Revenue R ecognition 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 reasonably assured. 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 o bjective 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 evi dence, 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 acc ompanying 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 recognizes revenue on a net basis, which excludes sales tax collected from customers and remitted to governmental authorities. |
Advertising Costs, Policy [Policy Text Block] | Advertising Expense The Company expenses advertising costs as incurred. For the years ended June 30, 2016 and 2015, advertising expense totaled $0.4 million and $0.4 million, respectively. |
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 year-end exchange rates. Income and expenses are translated at an average exchange rate for the year and the resulting translation gain (loss) adjustments are accumulated as a separate component of stockholders’ equity. The translation (loss) gain adjustment totaled $(1.7) million and $(1.2) million for the years ended June 30, 2016 and 2015, respectively. Foreign currency gains and losses from transactions denomin ated in other than respective local currencies are included in income. The Company had no foreign currency transaction gain (loss) 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 years ended June 30, 2016 and 2015, the components of comprehensive income consist of foreign currency translation gain (loss). |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred tax assets and liabilities are recognized for the future tax c onsequences 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 consolidated balance sheets at June 30, 2016 and 2015, and has not recognized interest and/or penalties in the consolidated statements of comprehensive income for the years ended June 30, 2016 and 2015. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic earnings per share (“BEPS”) is computed by dividing the net income by the weighted average number of common shares outstanding for the period. Diluted earnings 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 year ended June 30, 2016 there were 175,863 common share equivalents included in the computation of the DEPS. For the year ended June 30, 2016, 691,505 shares of common stock vest based on the market price of the Company ’s common stock and were excluded from the computation of DEPS because the shares have not vested, but no stock options were excluded from the computation of DEPS. For the year ended June 30, 2015, there were 94,305 common share equivalents included in the computation of the DEPS. The following is a reconciliation of the numerat ors and denominators of the basic and diluted earnings per share computation for the years ended June 30: 2016 2015 Numerator: Net income $ 3,552,000 $ 3,005,000 Denominator: Basic weighted-average shares outstanding 12,314,071 13,403,877 Effect of dilutive securities 175,863 94,305 Diluted weighted-average diluted shares 12,489,934 13,498,182 Basic earnings per common share $ 0.29 $ 0.22 Diluted earnings per common share $ 0.28 $ 0.22 |
Reclassification, Policy [Policy Text Block] | Reclassification Certain expenses were reclassified from depreciation and amortization to cost of revenues in the accompanying consolidated statement of comprehensive income for the year ended June 30, 2015 in order to conform to the current period presentation. |
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. The update provides guidance on simplifying various aspects of the accounting for shared-based compensation. The standard is effective for the annual and interim periods within those annual periods beginning after December 15, 2017. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The update provides guidance on simplifying the presentation for debt issuance costs and debt discount and premium. The standard is effective for the annual and interim periods within those annual periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the disclosure or balance sheet presentation in its consolidated financial statements. 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 . Currently, there is no guidance in accounting principles generally accepted in the US 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 US 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. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Note 1 - Summary of Significa18
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Balance, July 1, 2014 $ 9,767,000 Effect of exchange rate changes (565,000 ) Balance, June 30, 2015 $ 9,202,000 Acquisition of Origin (see Note 2) 202,000 Effect of exchange rate changes (1,041,000 ) Balance, June 30, 2016 $ 8,363,000 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2016 2015 Numerator: Net income $ 3,552,000 $ 3,005,000 Denominator: Basic weighted-average shares outstanding 12,314,071 13,403,877 Effect of dilutive securities 175,863 94,305 Diluted weighted-average diluted shares 12,489,934 13,498,182 Basic earnings per common share $ 0.29 $ 0.22 Diluted earnings per common share $ 0.28 $ 0.22 |
Note 3 - Property and Equipme19
Note 3 - Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, June 30, 2016 2015 Leasehold improvements $ 396,000 $ 884,000 Computer and office equipment 869,000 880,000 Equipment under capital leases 10,000 10,000 Furniture and equipment 477,000 432,000 Total property, plant and equipment 1,752,000 2,206,000 Less: accumulated depreciation and amortization (1,171,000 ) (1,474,000 ) Total property, plant and equipment, net $ 581,000 $ 732,000 |
Note 4 - Intangible Assets (Tab
Note 4 - Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Average Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Completed software technology 9 to 10 $ 1,093,000 $ (1,093,000 ) $ - Customer contracts / relationships 10 543,000 (543,000 ) - Automotive data services 20 262,000 (262,000 ) - Acquired intellectual property 10 822,000 (83,000 ) 739,000 Software development costs 3 to 10 7,887,000 (2,653,000 ) 5,234,000 Total $ 10,607,000 $ (4,634,000 ) $ 5,973,000 Average Estimated Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Completed software technology 9 to 10 $ 3,043,000 $ (3,043,000 ) $ - Customer contracts / relationships 10 3,737,000 (3,737,000 ) - Automotive data services 20 308,000 (308,000 ) - Software development costs 3 to 10 5,730,000 (2,720,000 ) 3,010,000 Total $ 12,818,000 $ (9,808,000 ) $ 3,010,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years Ending June 30, 2017 $ 500,000 2018 694,000 2019 651,000 2020 581,000 2021 556,000 |
Note 5 - Long-term Debt (Tables
Note 5 - Long-term Debt (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of ($ in thousands) June 30, 2016 June 30, 2015 Debt obligations: Revolving loan facility $ 1,150 $ - Term loan 8,550 - Equipment financing 78 - Total 9,778 - Less current portion (1,925 ) - Long-term debt $ 7,853 $ - |
Schedule of Maturities of Long-term Debt [Table Text Block] | For the years ending June 30, 2017 $ 1,925 2018 1,926 2019 5,927 Total debt payments $ 9,778 |
Note 6 - Income Taxes (Tables)
Note 6 - Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | US Federal US State UK Corporate Total 2016 Current $ - $ 31,000 $ (162,000 ) $ (131,000 ) Deferred - - 320,000 320,000 To tal $ - $ 31,000 $ 158,000 $ 189,000 2015 Current $ - $ 5,000 $ 811,000 $ 816,000 Deferred - - 6,000 6,000 Total $ - $ 5,000 $ 817,000 $ 822,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | June 30, June 30, 2016 2015 Deferred tax assets: State taxes $ 1,000 $ 2,000 Net operating loss carry-forwards 2,759,000 2,768,000 Write-down of investments 1,745,000 1,736,000 Equity-based compensation 67,000 41,000 Reserves and accruals 274,000 284,000 Deferred rent 3,000 55,000 Domestic intangibles and other long-lived assets 101,000 133,000 Total deferred tax assets 4,950,000 5,019,000 Deferred tax liabilities: Intangible and other long-lived (546,000 ) (58,000 ) Valuation allowance (4,939,000 ) (5,019,000 ) Net deferred tax liabilities $ (535,000 ) $ (58,000 ) |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | June 30, 2016 2015 Taxes at federal statutory rates $ 1,272,000 $ 1,301,000 State taxes, net of federal benefit 8,000 (12,000 ) Rate changes (19,000 ) 56,000 Permanent items and other 100,000 130,000 Research and development (577,000 ) - NOL expiration - 4,000 Differential in UK corporate tax rate (515,000 ) (519,000 ) Change in valuation allowance (80,000 ) (138,000 ) Provision for income taxes $ 189,000 $ 822,000 |
Note 7 - Commitments and Cont23
Note 7 - Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | For the years ended June 30, 2017 $ 568,000 2018 521,000 2019 437,000 2020 429,000 2021 421,000 Thereafter 1,770,000 Total operating lease obligations $ 4,146,000 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Outstanding Number of Weighted- Average Weighted- Average Aggregate Intrinsic Options outstanding - July 1, 2015 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding - June 30, 2016 121 $ 1.23 5.0 $ 596 Options exercisable - June 30, 2016 121 $ 1.23 5.0 $ 596 Options exercisable and vested - June 30, 2016 121 $ 1.23 5.0 $ 596 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | 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 (250 ) 0.52 Forfeitures - - Restricted stock outstanding - June 30, 2016 776 $ 0.87 |
Schedule of Vesting Level of 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 84,676 $ 0.39 $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 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Balance as of July 1, 201 4 4,630 Warrants expired (4,630 ) Warrants issued and outstanding at June 30, 2015 - |
Note 1 - Summary of Significa25
Note 1 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | ||
Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016GBP (£) | |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Completed Software Technology [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | |
Completed Software Technology [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Automotive Data Services [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years | |
Acquired Intellectual Property [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Number of Major Customers | 0 | 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Number of Major Customers | 0 | 0 | |
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | UNITED STATES | |||
Concentration Risk, Percentage | 28.00% | 25.00% | |
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | UNITED KINGDOM | |||
Concentration Risk, Percentage | 70.00% | 74.00% | |
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | IRELAND | |||
Concentration Risk, Percentage | 1.00% | ||
Geographic Concentration Risk [Member] | Sales Revenue, Net [Member] | CANADA | |||
Concentration Risk, Percentage | 1.00% | 1.00% | |
UNITED STATES | Insured by the Federal Desposit Insurance Corporation [Member] | |||
Foreign Financial Institutions, Actual Deposits | $ 250,000 | ||
Foreign Financial Institutions, Mandated Deposits | $ 250,000 | ||
UNITED STATES | |||
Percentage of Property, Plant and Equipment, Net | 21.00% | 17.00% | 21.00% |
UNITED KINGDOM | Insured by the Financial Services Corporation Scheme [Member] | |||
Foreign Financial Institutions, Actual Deposits | £ | £ 85,000 | ||
Foreign Financial Institutions, Mandated Deposits | £ | £ 85,000 | ||
UNITED KINGDOM | |||
Percentage of Property, Plant and Equipment, Net | 79.00% | 83.00% | 79.00% |
Number of Reportable Segments | 1 | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | 0 | |
Number of Operating Segments | 2 | ||
Advertising Expense | $ 400,000 | 400,000 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (1,744,000) | $ (1,176,000) | |
Weighted Average Number Diluted Shares Outstanding Adjustment | shares | 175,863 | 94,305 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 691,505 |
Note 1 - Goodwill Activity (Det
Note 1 - Goodwill Activity (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill, beginning balance | $ 9,202,000 | $ 9,767,000 |
Effect of exchange rate changes | (1,041,000) | (565,000) |
Goodwill, ending balance | 8,363,000 | $ 9,202,000 |
Acquisition of Origin (see Note 2) | $ 202,000 |
Note 1 - Basic and Diluted Earn
Note 1 - Basic and Diluted Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||
Net income | $ 3,552,000 | $ 3,005,000 |
Denominator: | ||
Basic weighted-average shares outstanding (in shares) | 12,314,071 | 13,403,877 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 175,863 | 94,305 |
Diluted weighted-average diluted shares (in shares) | 12,489,934 | 13,498,182 |
Basic earnings per common share (in dollars per share) | $ 0.29 | $ 0.22 |
Diluted earnings per common share (in dollars per share) | $ 0.28 | $ 0.22 |
Note 2 - Business Acquisition (
Note 2 - Business Acquisition (Details Textual) - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Origin Software Solutions Ltd [Member] | Other Noncurrent Liabilities [Member] | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 270,000 | ||
Origin Software Solutions Ltd [Member] | General and Administrative Expense [Member] | |||
Business Combination, Acquisition Related Costs | $ 53,000 | ||
Origin Software Solutions Ltd [Member] | |||
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 | 177,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,000,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 202,000 | ||
Goodwill | 202,000 | ||
Goodwill | $ 8,363,000 | $ 9,202,000 | $ 9,767,000 |
Note 3 - Property and Equipme29
Note 3 - Property and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Depreciation | $ 0.3 | $ 0.2 |
Note 3 - Property and Equipme30
Note 3 - Property and Equipment (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 396,000 | $ 884,000 |
Computer and Office Equipment [Member] | ||
Property, plant and equipment, gross | 869,000 | 880,000 |
Assets Held under Capital Leases [Member] | ||
Property, plant and equipment, gross | 10,000 | 10,000 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 477,000 | 432,000 |
Property, plant and equipment, gross | 1,752,000 | 2,206,000 |
Less: accumulated depreciation and amortization | (1,171,000) | (1,474,000) |
Total property, plant and equipment, net | $ 581,000 | $ 732,000 |
Note 4 - Intangible Assets (Det
Note 4 - Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Amortization | $ 0.4 | $ 0.4 |
Note 4 - Intangible Assets (D32
Note 4 - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Completed Software Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years |
Completed Software Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Completed Software Technology [Member] | ||
Finite-lived intangible asset, gross | $ 1,093,000 | $ 3,043,000 |
Finite-lived intangible asset, accumulated amortization | $ (1,093,000) | $ (3,043,000) |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Finite-lived intangible asset, gross | $ 543,000 | $ 3,737,000 |
Finite-lived intangible asset, accumulated amortization | $ (543,000) | $ (3,737,000) |
Automotive Data Services [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years |
Finite-lived intangible asset, gross | $ 262,000 | $ 308,000 |
Finite-lived intangible asset, accumulated amortization | $ (262,000) | $ (308,000) |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Computer Software, Intangible Asset [Member] | ||
Finite-lived intangible asset, gross | $ 7,887,000 | $ 5,730,000 |
Finite-lived intangible asset, accumulated amortization | (2,653,000) | (2,720,000) |
Total amortizable intangible assets, net | $ 5,234,000 | 3,010,000 |
Acquired Intellectual Property [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Finite-lived intangible asset, gross | $ 822,000 | |
Finite-lived intangible asset, accumulated amortization | (83,000) | |
Total amortizable intangible assets, net | 739,000 | |
Finite-lived intangible asset, gross | 10,607,000 | 12,818,000 |
Finite-lived intangible asset, accumulated amortization | (4,634,000) | (9,808,000) |
Total amortizable intangible assets, net | $ 5,973,000 | $ 3,010,000 |
Note 4 - Estimated Future Amort
Note 4 - Estimated Future Amortization of Software Development Costs and Intangibles (Details) - Software Development Costs and Intangible Assets [Member] | Jun. 30, 2016USD ($) |
2,017 | $ 500,000 |
2,018 | 694,000 |
2,019 | 651,000 |
2,020 | 581,000 |
2,021 | $ 556,000 |
Note 5 - Long-term Debt (Detail
Note 5 - Long-term Debt (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
J.P. Morgan Chase Bank, N.A. [Member] | Maximum [Member] | LIBOR Rate or Prime Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |
J.P. Morgan Chase Bank, N.A. [Member] | Minimum [Member] | LIBOR Rate or Prime Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |
J.P. Morgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | |
J.P. Morgan Chase Bank, N.A. [Member] | ||
Debt Agreement, Maximum Borrowing Capacity | 12,000,000 | |
Long-term Debt | $ 9,500,000 | |
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |
Debt Instrument, Periodic Payment | $ 158,000 | |
Percentage of Pledged Stock | 65.00% | |
Proceeds from Lines of Credit | $ 10,500,000 | |
Capital Lease Obligations [Member] | ||
Long-term Debt | $ 78,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.98% | |
Long-term Debt | $ 9,778,000 |
Note 5 - Long-term Debt (Deta35
Note 5 - Long-term Debt (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Line of Credit [Member] | ||
Long-term Debt | $ 1,150,000 | |
Term Loan [Member] | ||
Long-term Debt | 8,550,000 | |
Capital Lease Obligations [Member] | ||
Long-term Debt | 78,000 | |
Long-term Debt | 9,778,000 | |
Less current portion | (1,925,000) | |
Long-term debt | $ 7,853,000 |
Note 5 - Schedule of Future Min
Note 5 - Schedule of Future Minimum Payments for Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
For the years ending June 30, | ||
2,017 | $ 1,925 | |
2,018 | 1,926 | |
2,019 | 5,927 | |
Total debt payments | $ 9,778 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Domestic Tax Authority [Member] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 5,000,000 | |
Operating Loss Carryforwards | 9,600,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | 5,200,000 | |
Her Majesty's Revenue and Customs (HMRC) [Member] | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | 200,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | $ 0 |
Deferred Tax Liabilities, Undistributed Foreign Earnings | 0 | 0 |
Annual Utilization of Previously Incurred Net Operating Loss | 600,000 | |
Deferred Tax Assets, Valuation Allowance | 4,939,000 | 5,019,000 |
Excess Tax Benefits from Share-based Compensation | 700,000 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 577,000 |
Note 6 - Provision (Benefit) fo
Note 6 - Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Current U.S. federal tax expense (benefit) | ||
Current U.S. state tax expense (benefit) | 31,000 | 5,000 |
Current U.K. corporate tax expense (benefit) | (162,000) | 811,000 |
Current tax expense (benefit) | (131,000) | 816,000 |
Deferred U.S. federal tax expense (benefit) | ||
Deferred U.S. state tax expense (benefit) | ||
Deferred U.K. corporate tax expense (benefit) | 320,000 | 6,000 |
Deferred tax expense (benefit) | 359,000 | 6,000 |
Total U.S. federal tax expense (benefit) | ||
Total U.S. state tax expense (benefit) | 31,000 | 5,000 |
Total U.K. corporate tax expense (benefit) | 158,000 | 817,000 |
Total tax expense (benefit) | $ 189,000 | $ 822,000 |
Note 6 - Deferred Tax Assets (L
Note 6 - Deferred Tax Assets (Liabilities) (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred tax assets: | ||
State taxes | $ 1,000 | $ 2,000 |
Net operating loss carry-forwards | 2,759,000 | 2,768,000 |
Write-down of investments | 1,745,000 | 1,736,000 |
Equity-based compensation | 67,000 | 41,000 |
Reserves and accruals | 274,000 | 284,000 |
Deferred rent | 3,000 | 55,000 |
Domestic intangibles and other long-lived assets | 101,000 | 133,000 |
Total deferred tax assets | 4,950,000 | 5,019,000 |
Deferred tax liabilities: | ||
Intangible and other long-lived | (546,000) | (58,000) |
Valuation allowance | (4,939,000) | (5,019,000) |
Net deferred tax liabilities | $ (535,000) | $ (58,000) |
Note 6 - Income before Income T
Note 6 - Income before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Taxes at federal statutory rates | $ 1,272,000 | $ 1,301,000 |
State taxes, net of federal benefit | 8,000 | (12,000) |
Rate changes | (19,000) | 56,000 |
Permanent items and other | 100,000 | 130,000 |
Research and development | (577,000) | |
NOL expiration | 4,000 | |
Differential in UK corporate tax rate | (515,000) | (519,000) |
Change in valuation allowance | (80,000) | (138,000) |
Total tax expense (benefit) | $ 189,000 | $ 822,000 |
Note 7 - Commitments and Cont41
Note 7 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Minimum [Member] | ||
Operating Leases, Monthly Rent Payments | $ 900 | |
Maximum [Member] | ||
Operating Leases, Monthly Rent Payments | 19,800 | |
Operating Leases, Rent Expense, Net | $ 400,000 | $ 400,000 |
Note 7 - Future Annual Minimum
Note 7 - Future Annual Minimum Payments under Non-cancelable Operating Leases (Details) | Jun. 30, 2016USD ($) |
2,017 | $ 568,000 |
2,018 | 521,000 |
2,019 | 437,000 |
2,020 | 429,000 |
2,021 | 421,000 |
Thereafter | 1,770,000 |
Total operating lease obligations | $ 4,146,000 |
Note 8 - Stockholders' Equity43
Note 8 - Stockholders' Equity (Details Textual) - USD ($) | Dec. 01, 2015 | Sep. 21, 2011 | Jun. 30, 2016 | Jun. 30, 2015 |
LITP 2007 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Employee Stock Purchase Plan [Member] | ||||
Maximum Fair Market Value of Common Stock to be Granted to Employees | $ 2,400 | |||
Maximum Number of Common Stock Covered | 100,000 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 15,794 | 15,957 | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 100,000 | $ 100,000 | ||
Common Stock [Member] | Issue One [Member] | ||||
Stock Issued During Period, Shares, New Issues | 57,126 | 61,207 | ||
Stock Issued During Period, Value, New Issues | $ 300,000 | $ 200,000 | ||
Common Stock [Member] | ||||
Treasury Stock, Shares, Retired | (137,362) | |||
Shares Paid for Tax Withholding for Share Based Compensation | 60,612 | |||
Treasury Stock [Member] | ||||
Stock Repurchased During Period, Shares | 29,695 | 89,388 | ||
Stock Repurchased During Period, Value | $ 200,000 | $ 500,000 | ||
Treasury Stock, Shares, Retired | 137,362 | |||
Treasury Stock, Retired, Cost Method, Amount | $ 802,000 | |||
Shares Paid for Tax Withholding for Share Based Compensation | 60,612 | 134,386 | ||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 300,000 | $ 800,000 | ||
Employee Stock Option [Member] | Restricted Stock [Member] | ||||
Allocated Share-based Compensation Expense | 400,000 | 600,000 | ||
Tender Offer [Member] | ||||
Purchases of Common Stock During Period | 2,000,000 | |||
Purchases of Common Stock Price Per Share | $ 7.50 | |||
Purchases of Common Stock During Period, Value | $ 15,000,000 | |||
Payment of Fees for Repurchase of Common Stock | $ 100,000 | |||
Restricted Stock [Member] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 300,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 36 days | |||
Payment of Fees for Repurchase of Common Stock | $ 118,000 | |||
Stock Repurchased During Period, Shares | 1,982,235 | |||
Stock Repurchased During Period, Value | $ 4,700,000 | |||
Treasury Stock, Shares, Retired | 137,362 | |||
Treasury Stock, Retired, Cost Method, Amount | $ 800,000 | |||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 341,000 | |||
Class of Warrant or Right, Cancelled During Period | 4,630 | |||
Class of Warrant or Right, Cancelled During Period, Exercise Price | $ 0.80 |
Note 8 - Stock Option Activity
Note 8 - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Number of options outstanding (in shares) | shares | 121,000 |
Options outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Number of options granted (in shares) | shares | 0 |
Options granted, weighted-average exercise price (in dollars per share) | $ / shares | |
Number of options exercised (in shares) | shares | 0 |
Options exercised, weighted-average exercise price (in dollars per share) | $ / shares | |
Number of options cancelled (in shares) | shares | 0 |
Options cancelled, weighted-average exercise price (in dollars per share) | $ / shares | |
Number of options outstanding (in shares) | shares | 121,000 |
Options outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options outstanding, weighted-average remaining contractual life | 5 years |
Options outstanding, aggregate intrinsic value | $ | $ 596 |
Number of options exercisable (in shares) | shares | 121,000 |
Options exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options exercisable, weighted-average remaining contractual life | 5 years |
Options exercisable, aggregate intrinsic value | $ | $ 596 |
Number of options exercisable and vested (in shares) | shares | 121,000 |
Options exercisable and vested, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options exercisable and vested, weighted-average remaining contractual life | 5 years |
Options exercisable and vested, aggregate intrinsic value | $ | $ 596 |
Note 8 - Restricted Stock Activ
Note 8 - Restricted Stock Activity (Details) - Restricted Stock [Member] shares in Thousands | 12 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of shares, restricted stock outstanding, beginning balance (in shares) | shares | 866 |
Weighted average initial value price per share, beginning balance (in dollars per share) | $ / shares | $ 0.48 |
Number of shares, issuance of restricted stock (in shares) | shares | 160 |
Weighted average initial value price per share, issuance of restricted stock (in dollars per share) | $ / shares | $ 1.79 |
Number of shares, vesting (in shares) | shares | (250) |
Weighted average initial value price per share, vesting (in dollars per share) | $ / shares | $ 0.52 |
Number of shares, forfeitures (in shares) | shares | |
Weighted average initial value price per share, forfeitures (in dollars per share) | $ / shares | |
Number of shares, restricted stock outstanding, ending balance (in shares) | shares | 776 |
Weighted average initial value price per share, ending balance (in dollars per share) | $ / shares | $ 0.87 |
Note 8 - Vesting Levels of Rest
Note 8 - Vesting Levels of Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Award, Tranche One [Member] | |||
Number of Shares (in shares) | [1] | 84,676 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 0.39 | |
Share-based Compensation Award, Tranche Two [Member] | |||
Number of Shares (in shares) | [1] | 481,327 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 0.43 | |
Share-based Compensation Award, Tranche Three [Member] | |||
Number of Shares (in shares) | [1] | 82,178 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.25 | |
Share-based Compensation Award, Tranche Four [Member] | |||
Number of Shares (in shares) | [1] | 48,000 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.79 | |
Share-based Compensation Award, Tranche Five [Member] | |||
Number of Shares (in shares) | [1] | 48,000 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.79 | |
Share-based Compensation Award, Tranche Six [Member] | |||
Number of Shares (in shares) | [1] | 32,000 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.79 | |
Number of Shares (in shares) | 776,000 | 866,000 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | $ 0.87 | $ 0.48 | |
[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. |
Note 8 - Warrant Activity (Deta
Note 8 - Warrant Activity (Details) | 12 Months Ended |
Jun. 30, 2015shares | |
Warrants issued and outstanding at June 30, 2014 (in shares) | 4,630 |
Warrants expired (in shares) | (4,630) |
Warrants issued and outstanding at June 30, 2015 (in shares) | 0 |
Note 9 - Employee Benefit Pla48
Note 9 - Employee Benefit Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
U.S. 401(K) Plan [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.1 | $ 0.1 |
UK Plan [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.2 | $ 0.2 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) - J.P. Morgan Chase Bank, N.A. [Member] - Either LIBO Rate or Prime Rate [Member] - Subsequent Event [Member] | Sep. 26, 2016 |
Minimum [Member] | |
Debt Instrument, Basis Spread on Variable Rate | 3.50% |
Maximum [Member] | |
Debt Instrument, Basis Spread on Variable Rate | 4.00% |