Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Feb. 07, 2017 | |
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) | 12,248,598 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 632 | $ 491 |
Accounts receivable, net of allowance of $482 and $359, respectively | 4,079 | 4,627 |
Inventories | 325 | 221 |
Prepaid expenses and other current assets | 1,002 | 1,495 |
Income tax receivable | 216 | 535 |
Total Current Assets | 6,254 | 7,369 |
Property and Equipment, Net | 516 | 581 |
Other Assets | ||
Goodwill | 7,896 | 8,363 |
Other long-term assets | 67 | 68 |
TOTAL ASSETS | 21,826 | 22,354 |
Current Liabilities | ||
Accounts payable | 1,577 | 1,618 |
Accrued expenses and other liabilities | 1,459 | 1,811 |
Payroll and other taxes | 850 | 1,188 |
Current portion of long-term debt | 1,884 | 1,879 |
Current portion of deferred revenues | 1,036 | 939 |
Sales tax payable | 648 | 750 |
Income tax payable | 109 | 1 |
Total Current Liabilities | 7,563 | 8,186 |
Long-Term Liabilities | ||
Deferred revenues, net of current portion | 364 | 273 |
Deferred income taxes | 491 | 535 |
Long-term debt, net of current portion | 6,938 | 7,808 |
Other long-term liabilities | 518 | 533 |
Total Liabilities | 15,874 | 17,335 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock: Par value $0.0001 per share; 2,000 shares authorized, none issued and outstanding | ||
Common stock: Par value $0.0001 per share; 18,000 shares authorized, 13,010 shares issued and 12,220 shares outstanding at December 31, 2016 and 13,199 shares issued and 12,409 shares outstanding at June 30, 2016 | 1 | 1 |
Additional paid-in capital | 16,304 | 16,162 |
Accumulated other comprehensive loss | (3,657) | (2,985) |
Accumulated deficit | (4,322) | (5,785) |
Treasury stock at cost, 790 shares at December 31, 2016 and 790 shares at June 30, 2016 | (2,374) | (2,374) |
Total Stockholders' Equity | 5,952 | 5,019 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 21,826 | 22,354 |
Amortizable Intangible Assets, Except Computer Software [Member] | ||
Other Assets | ||
Intangible assets, net | 644 | 739 |
Computer Software, Intangible Asset [Member] | ||
Other Assets | ||
Intangible assets, net | $ 6,449 | $ 5,234 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 |
Allowance of accounts receivable | $ 482 | $ 359 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 2,000 | 2,000 |
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 | 18,000 |
Common stock, shares issued (in shares) | 13,010 | 13,199 |
Common stock, shares outstanding (in shares) | 12,220 | 12,409 |
Treasury stock, shares (in shares) | 790 | 790 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net revenues | $ 7,382,000 | $ 7,901,000 | $ 15,444,000 | $ 15,896,000 |
Cost of revenues | 3,494,000 | 3,640,000 | 6,812,000 | 7,354,000 |
Gross Profit | 3,888,000 | 4,261,000 | 8,632,000 | 8,542,000 |
Operating Expenses | ||||
Research and development | 956,000 | 984,000 | 1,851,000 | 1,814,000 |
Sales and marketing | 1,032,000 | 1,040,000 | 1,942,000 | 2,111,000 |
General and administrative | 1,442,000 | 1,368,000 | 2,952,000 | 2,635,000 |
Depreciation and amortization | 56,000 | 111,000 | 118,000 | 200,000 |
Total Operating Expenses | 3,486,000 | 3,503,000 | 6,863,000 | 6,760,000 |
Operating Income | 402,000 | 758,000 | 1,769,000 | 1,782,000 |
Other Income (Expense) | ||||
Interest expense, net | (122,000) | (44,000) | (242,000) | (54,000) |
Gain on settlement of liabilities | 217,000 | 217,000 | ||
Total other income (expense), net | (122,000) | 173,000 | (242,000) | 163,000 |
Income before provision for income taxes | 280,000 | 931,000 | 1,527,000 | 1,945,000 |
Provision for income taxes | 30,000 | 193,000 | 64,000 | 377,000 |
Net Income | $ 250,000 | $ 738,000 | $ 1,463,000 | $ 1,568,000 |
Earnings per share attributed to common stockholders – basic (in dollars per share) | $ 0.02 | $ 0.06 | $ 0.12 | $ 0.12 |
Earnings per share attributed to common stockholders - diluted (in dollars per share) | $ 0.02 | $ 0.06 | $ 0.12 | $ 0.12 |
Weighted average common shares outstanding – basic (in shares) | 11,716 | 12,907 | 11,709 | 13,151 |
Weighted average common shares outstanding – diluted (in shares) | 11,813 | 13,006 | 11,805 | 13,248 |
Net income | $ 250,000 | $ 738,000 | $ 1,463,000 | $ 1,568,000 |
Foreign currency translation loss | (196,000) | (211,000) | (672,000) | (816,000) |
Total Comprehensive Income | $ 54,000 | $ 527,000 | $ 791,000 | $ 752,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,463 | $ 1,568 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Bad debt expense | 237 | 146 |
Depreciation and amortization | 252 | 336 |
Amortization of debt discount and debt issuance costs | 24 | 5 |
Deferred income taxes | 5 | (31) |
Stock-based compensation expense | 200 | 142 |
Changes in assets and liabilities: | ||
Accounts receivable | 111 | 297 |
Inventories | (121) | (113) |
Prepaid expenses and other assets | 425 | 479 |
Income tax receivable | 343 | |
Accounts payable | 20 | (412) |
Accrued expenses and other liabilities | (4) | (808) |
Payroll and other taxes | (345) | (58) |
Deferred revenues | 240 | (86) |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 2,850 | 1,465 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (47) | (51) |
Capitalized software development costs | (1,519) | (1,345) |
Business acquisition, net of cash acquired | (453) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,566) | (1,849) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from long-term debt | 400 | 10,500 |
Repayment of long-term debt | (1,264) | |
Common stock surrendered to pay for tax withholding | (149) | |
Repurchase of common stock for treasury | (161) | |
Repurchase of common stock | (15,000) | |
Payment of fees for repurchase of common stock | (118) | |
Payment of fees for acquisition of debt | (25) | (60) |
NET CASH USED IN FINANCING ACTIVITIES | (1,038) | (4,839) |
Effect of exchange rate changes | (105) | (310) |
Net change in cash and cash equivalents | 141 | (5,533) |
Cash and cash equivalents at beginning of period | 491 | 6,793 |
Cash and cash equivalents at end of period | 632 | 1,260 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Issuance of common stock in settlement of accrued liabilities | $ 91 | $ 93 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | NOTE 1. The condensed consolidated financial statements included herein have been prepared by MAM Software Group, Inc. (“MAM” or the “Company”), without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US”) has been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six December 31, 2016 may June 30, 2017. 10 June 30, 2016, September 26, 2016. 10 |
Note 2 - Nature of Operations a
Note 2 - Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2. MAM Software Group, Inc . is a leading provider of integrated information management solutions and services and a leading provider of cloud-based software solutions for the automotive aftermarket sector. The Company conducts its businesses through wholly owned subsidiaries with operations in Europe and North America. MAM Software Ltd. (“MAM Ltd.”) is based in Tankersley, Barnsley, United Kingdom (“UK”), Origin Software Solutions, Ltd. (“Origin”) is based in the UK (MAM Ltd. and Origin are collectively referred to as “MAM UK”), and MAM Software, Inc. (“MAM NA”) is based in the United States of America ("US") in Blue Bell, Pennsylvania. Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Cash and Cash Equivalents In the US, the Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. may $250,000 In the UK, the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme (“FSCS”) up to 75,000GBP. may 75,000GBP The Company maintains its cash accounts at financial institutions which it believes to be credit worthy. The Company considers all highly liquid debt instruments purchased with a maturity of three 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 No customer accounted for more than 10% ’s accounts receivable at December 31, 2016 June 30, 2016. 10% three six December 31, 2016 2015. Segment Reporting The Company operates in one Though the Company has two 280 10 50, Segment Reporting, one 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 methods used to distribute these products are via software that the customer can host locally or that 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 64% 34% 1% 1% three December 31, 2016, 71% 28% 1% 1% three December 31, 2015. The Company derived approximately 63% 35% 1% 1% six December 31, 2016, 71% 28% 1% 1% six December 31, 2015. At December 31, 2016, 77% 23% June 30, 2016, 79% 21% Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company’s management include, but are not limited to, the collectability of accounts receivable, the realizability of inventories, the recoverability of goodwill and other long-lived assets, valuation of deferred tax assets and liabilities and the estimated fair value of stock options, warrants and shares issued for compensation and non-cash consideration. Actual results could materially differ from those estimates. Fair Value of Financial Instruments The Company ’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt. Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and disclosed in one three • Level 1 • Level 2 1 • Level 3 Determining into which category within the hierarchy an asset or liability may Inventories Inventories are stated at the lower of cost or current estimated market value. Cost is determined using the first first ’s estimated forecast of product demand and production requirements. Once established, write-downs of inventories are considered permanent adjustments to the cost basis of the obsolete or excess inventories. Property and Equipment Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three five related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income. Depreciation expense was $38,000 $87,000 three December 31, 2016 2015, $79,000 $150,000 six December 31, 2016 2015, Software Development Costs Costs incurred to develop computer software products to be sold or otherwise marketed are charged to expense until technological feasibility of the product has been established. Once technological feasibility has been established, computer software development costs (consisting primarily of internal labor costs) are capitalized and reported at the lower of amortized cost or estimated realizable value. Purchased software development cost is recorded at its estimated fair market value. When a product is ready for general release, its capitalized costs are amortized on a product-by-product basis. The annual amortization is the greater of the amounts of: the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product; and, the straight-line method over the remaining estimated economic life (a period of three 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. Amortization expense on software development costs was $67,000 $73,000 three December 31, 2016 2015, $134,000 $137,000 six December 31, 2016 2015, Amortizable Intangible Assets Amortizable intangible assets consist of completed software technology, customer 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 10 20 10 19,000 $23,000 three December 31, 2016 2015, $39,000 $49,000 six December 31, 2016 2015, Goodwill Goodwill is not amortized, but rather is tested at least annually for impairment. Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one December 31, 2016, For the six December 31, 2016 2015, In thousands For the Six Months Ended December 31, 2016 2015 Beginning Balance $ 8,363 $ 9,202 Acquisition of Origin - 202 Effect of exchange rate changes (467 ) (403 ) Ending Balance $ 7,896 9,001 Long-Lived Assets The Company ’s management assesses the recoverability of long-lived assets (other than goodwill discussed above) upon the occurrence of a triggering event by determining whether the carrying value of long-lived assets can be recovered through projected undiscounted future cash flows over their remaining lives. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations during the period in which long-lived asset impairment is determined by management. At December 31, 2016, Issuance of Equity Instruments to Non-Employees All issuances of the Company ’s equity instruments to non-employees are measured based upon either the fair value of the equity instruments issued or the fair value of consideration received, depending on which option is more readily determinable. The majority of stock issuance for non-cash consideration received pertains to services rendered by consultants and others and has been valued at the fair value of the equity instruments on the dates issued. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor ’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Assets acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation 718”). 718 For valuing stock options awards, the Company has elected to use the Black-Scholes model . 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 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 objective evidence exists for the value of all undelivered elements. Revenues on undelivered elements are recognized once delivery is complete. In those instances, in which arrangements include significant customization, contractual milestones, acceptance criteria or other contingencies (which represents the majority of the Company ’s arrangements), the Company accounts for the arrangements using contract accounting, as follows: 1) When customer acceptance can be estimated, but reliable estimated costs to complete cannot be determined, expenditures are capitalized as work-in process and deferred until completion of the contract at which time the costs and revenues are recognized. 2) When customer acceptance cannot be estimated based on historical evidence, costs are expensed as incurred and revenue is recognized at the completion of the contract when customer acceptance is obtained. The Company records amounts collected from customers in excess of recognizable revenue as deferred revenue in the accompanying 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 three December 31, 2016 2015, $215,000 $131,000, $272,000 $267,000 six December 31, 2016 2015, Foreign Currency Management has determined that the functional currency of its subsidiaries is the local currency. Assets and liabilities of the UK subsidiaries are translated into US dollars at the quarter-end exchange rates. Income and expenses are translated at an average exchange rate for the period and the resulting translation gain adjustments are accumulated as a separate component of stockholders’ equity. Foreign currency translation loss totaled $(196,000) $(211,000) three December 31, 2016 2015, $(672,000) $(816,000) six December 31, 2016 2015, Foreign currency gains and losses from transactions denominated in currencies other than the 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 three six December 31, 2016 2015, Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company ’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s condensed consolidated balance sheets at December 31, 2016 June 30, 2016, three six December 31, 2016 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 three six December 31, 2016, 97,078 96,431, three six December 31, 2016, 503,951 three six December 31, 2015, 98,765 97,147, three six December 31, 2015, 1,026,252 The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the three six December 31, 2016 2015 For the Three Months Ended December 31, 2016 2015 Numerator: Net income $ 250 $ 738 Denominator: Basic weighted-average shares outstanding 11,716 12,907 Effect of dilutive securities 97 99 Diluted weighted-average shares outstanding 11,813 13,006 Basic earnings per common share $ 0.02 $ 0.06 Diluted earnings per common share $ 0.02 $ 0.06 For the Six Months Ended December 31, 2016 2015 Numerator: Net income $ 1,463 $ 1,568 Denominator: Basic weighted-average shares outstanding 11,709 13,151 Effect of dilutive securities 96 97 Diluted weighted-average shares outstanding 11,805 13,248 Basic earnings per common share $ 0.12 $ 0.12 Diluted earnings per common share $ 0.12 $ 0.12 Reclassification Certain expenses were reclassified from depreciation and amortization to cost of revenues in the accompanying condensed consolidated statement of comprehensive income for the three six December 31, 2015 The Company adopted Accounting Standards Update ("ASU") 2015 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs, July 1, 2016 December 31, 2016 June 30, 2016, $94,000 $91,000, Recent Accounting Pronouncements In August 2016, 2016 15, Statement of Cash Flows (Topic 230), 2016 15 first 2018. 2016 15 2016 15 In March 2016, 2016 09, Improvements to Employee Share-Based Payment Accounting. December 15, 2017. 2016 09. 2016 09 In February 2016, 2016 02, Leases 12 December 15, 2019. 2016 02 In November 2015, 2015 17, Balance Sheet Classification of Deferred Taxes 2015 17 first 2018. 2015 17 may 2015 17 In April 2015, 2015 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. 2015 03 July 1, 2016. In May 2014, 2014 09 , Revenue from Contracts with Customers 606), 2014 09 2014 09 first 2018. may In August 2014, 2014 15, Presentation of Financial Statements-Going Concern (1) (2) (3) (4) (5) (6) one December 15, 2016 2014 15 |
Note 3 - Commitments and Contin
Note 3 - Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 3. 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 effect s 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 In connection with its credit facility (see Note 6), |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4. ’ EQUITY Common Stock T he Company issues shares of common stock to the non-management members of the Board of Directors under the Company’s 2007 three On July 1, 2015 , the Company approved the issuance of 47,663 2007 three $255,000, During the three six December 31, 2016, he Company issued 7,060 17,769 the non-management members of the Board of Directors under the Company’s 2007 On December 20, 2016, 2017 T ender Offer On December 1, 2015, tender 2.0 $7.50 $15.0 Treasury Stock From July 1, 2015 December 31, 2015, 29,695 $161,000. December 31, 2016, 1,982,235 $4,698,000, October 30, 2015 Stock-Based Compensation Total stock-based compensation expense related to management grants, non-management members of the Board of Directors grants and the employee stock purchase plan for restricted stock and stock issuances of $116,000 $101,000 three December 31, 2016 2015, $200,000 $142,000 six December 31, 2016 2015, A summary of the Company's common stock option activity is presented below (shares in thousands) : Options Outstanding Weighted- Number of Weighted- Average Shares Average Remaining (in Exercise Contractual thousands) Price Life (in years) Options outstanding - July 1, 201 6 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding – December 31, 2016 121 $ 1.23 4.5 Options exercisable - December 31, 2016 121 $ 1.23 4.5 Options exercisable and vest ed - December 31, 2016 121 $ 1.23 4.5 A summary of the Company's restricted common stock activity is presented below (shares in thousands): Weighted Average Number of Initial Value Price Shares Per Share Restricted stock outstanding - July 1, 2016 776 $ 0.87 Issuance of restricted stock - - Vesting (85 ) 0.39 Forfeitures (187 ) 0.35 Restricted stock outstanding - December 31, 2016 504 $ 0.94 A summary of the vesting levels of the Company's restricted common stock is presented below (shares in thousands): Weighted Average Number of Initial Value Price Shares Per Share 30 day VWAP per share vesting level (1): $8.00 per share 294 $ 0.48 $9.00 per share 82 $ 1.25 $10.00 per share 48 $ 1.79 $11.00 per share 48 $ 1.79 $12.00 per share 32 $ 1.79 (1) The restricted stock becomes vested when the Company’s 30 day volume weighted average price (“VWAP”) per share is at or above these levels. Employee Stock Purchase Plan The Company has established Employee Stock Purchase Plans ("ESPP Plans"). Under the ESPP Plans, the Company will grant eligible employees the right to purchase common stock through payroll deductions. US employees purchase stock at a price equal to the lesser of 85 the Company’s common stock on the Exercise Date of the current Offering Period or 85 purchase 100 the Company’s common stock on the Exercise Date of the current Offering Period or 100 but receive a 15 During the six December 31, 2016, 7,008 three December 31, 2016. During the three six December 31, 2015, 784 8,532 |
Note 5 - Acquisition
Note 5 - Acquisition | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 5 . ACQUISITION On July 1, 2015, 100% 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 $416,000 $283,000 $497,000 December 31, 2016. $43,000, six December 31, 2015. The Company allocated the purchase consideration to acquire Origin to (1) $177,000, (2) $1.0 10 (3) $202,000, (4) $202,000. ’s consolidated results of operations and thus pro forma information is not presented. |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 6 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6. LONG-TERM DEBT Debt obligations consisted of the following at December 31, 2016 June 30, 2016: As of ( in thousands) December 31, 2016 June 30, 2016 Debt obligations : R evolving loan facility $ 1,250 $ 1,150 Term loan 7,600 8,550 Equipment financing 66 78 Less: unamortized debt issuance costs (94 ) (91 ) Total 8,822 9,687 Less current portion (1,884 ) (1,879 ) Long-term debt $ 6,938 $ 7,808 On December 1, 2015 , the Company entered into a new credit agreement with J.P. Morgan Chase Bank, N.A. ("Credit Facility") to provide for borrowings up to $12.0 $9.5 $2.5 September 26, 2016, 3.50% 4.00%, December 1, 2018. As of December 31, 2016, 4.625%. 65% December 31, 2016, On December 1, 2015 , the Company borrowed $10.5 4). |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The condensed consolidated financial statements included herein have been prepared by MAM Software Group, Inc. (“MAM” or the “Company”), without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information normally included in the condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US”) has been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six December 31, 2016 may June 30, 2017. 10 June 30, 2016, September 26, 2016. 10 |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents In the US, the Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. may $250,000 In the UK, the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme (“FSCS”) up to 75,000GBP. may 75,000GBP The Company maintains its cash accounts at financial institutions which it believes to be credit worthy. The Company considers all highly liquid debt instruments purchased with a maturity of three |
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 No 10% ’s accounts receivable at December 31, 2016 June 30, 2016. No 10% three six December 31, 2016 2015. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company operates in one Though the Company has two 280 10 50, Segment Reporting, one 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 methods used to distribute these products are via software that the customer can host locally or that 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 64% 34% 1% 1% three December 31, 2016, 71% 28% 1% 1% three December 31, 2015. The Company derived approximately 63% 35% 1% 1% six December 31, 2016, 71% 28% 1% 1% six December 31, 2015. At December 31, 2016, 77% 23% June 30, 2016, 79% 21% |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company’s management include, but are not limited to, the collectability of accounts receivable, the realizability of inventories, the recoverability of goodwill and other long-lived assets, valuation of deferred tax assets and liabilities and the estimated fair value of stock options, warrants and shares issued for compensation and non-cash consideration. Actual results could materially differ from those estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company ’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt. Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and disclosed in one three • Level 1 • Level 2 1 • Level 3 Determining into which category within the hierarchy an asset or liability may |
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 first ’s estimated forecast of product demand and production requirements. Once established, write-downs of inventories are considered permanent adjustments to the cost basis of the obsolete or excess inventories. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three five related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the condensed consolidated statements of comprehensive income. Depreciation expense was $38,000 $87,000 three December 31, 2016 2015, $79,000 $150,000 six December 31, 2016 2015, |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs Costs incurred to develop computer software products to be sold or otherwise marketed are charged to expense until technological feasibility of the product has been established. Once technological feasibility has been established, computer software development costs (consisting primarily of internal labor costs) are capitalized and reported at the lower of amortized cost or estimated realizable value. Purchased software development cost is recorded at its estimated fair market value. When a product is ready for general release, its capitalized costs are amortized on a product-by-product basis. The annual amortization is the greater of the amounts of: the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product; and, the straight-line method over the remaining estimated economic life (a period of three 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. Amortization expense on software development costs was $67,000 $73,000 three December 31, 2016 2015, $134,000 $137,000 six December 31, 2016 2015, |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Amortizable Intangible Assets Amortizable intangible assets consist of completed software technology, customer 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 10 20 10 19,000 $23,000 three December 31, 2016 2015, $39,000 $49,000 six December 31, 2016 2015, |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized, but rather is tested at least annually for impairment. Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one December 31, 2016, For the six December 31, 2016 2015, In thousands For the Six Months Ended, December 31, 2016 2015 Beginning Balance $ 8,363 $ 9,202 Acquisition of Origin - 202 Effect of exchange rate changes (467 ) (403 ) Ending Balance $ 7,896 9,001 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company ’s management assesses the recoverability of long-lived assets (other than goodwill discussed above) upon the occurrence of a triggering event by determining whether the carrying value of long-lived assets can be recovered through projected undiscounted future cash flows over their remaining lives. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations during the period in which long-lived asset impairment is determined by management. At December 31, 2016, no |
Issuance of Equity Instruments to Non-employees [Policy Text Block] | Issuance of Equity Instruments to Non-Employees All issuances of the Company ’s equity instruments to non-employees are measured based upon either the fair value of the equity instruments issued or the fair value of consideration received, depending on which option is more readily determinable. The majority of stock issuance for non-cash consideration received pertains to services rendered by consultants and others and has been valued at the fair value of the equity instruments on the dates issued. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor ’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Assets acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation 718”). 718 For valuing stock options awards, the Company has elected to use the Black-Scholes model . 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 Recognition Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product component has occurred, the fee is fixed and determinable, and collectability is 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 objective evidence exists for the value of all undelivered elements. Revenues on undelivered elements are recognized once delivery is complete. In those instances, in which arrangements include significant customization, contractual milestones, acceptance criteria or other contingencies (which represents the majority of the Company ’s arrangements), the Company accounts for the arrangements using contract accounting, as follows: 1) When customer acceptance can be estimated, but reliable estimated costs to complete cannot be determined, expenditures are capitalized as work-in process and deferred until completion of the contract at which time the costs and revenues are recognized. 2) When customer acceptance cannot be estimated based on historical evidence, costs are expensed as incurred and revenue is recognized at the completion of the contract when customer acceptance is obtained. The Company records amounts collected from customers in excess of recognizable revenue as deferred revenue in the accompanying 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 three December 31, 2016 2015, $215,000 $131,000, $272,000 $267,000 six December 31, 2016 2015, |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Management has determined that the functional currency of its subsidiaries is the local currency. Assets and liabilities of the UK subsidiaries are translated into US dollars at the quarter-end exchange rates. Income and expenses are translated at an average exchange rate for the period and the resulting translation gain adjustments are accumulated as a separate component of stockholders’ equity. Foreign currency translation loss totaled $(196,000) $(211,000) three December 31, 2016 2015, $(672,000) $(816,000) six December 31, 2016 2015, Foreign currency gains and losses from transactions denominated in currencies other than the 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 three six December 31, 2016 2015, |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. Deferred taxation is provided in full in respect of timing differences between the treatment of certain items for taxation and accounting purposes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company ’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no December 31, 2016 June 30, 2016, not three six December 31, 2016 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 three six December 31, 2016, 97,078 96,431, three six December 31, 2016, 503,951 three six December 31, 2015, 98,765 97,147, three six December 31, 2015, 1,026,252 The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the three six December 31, 2016 2015 For the Three Months Ended December 31, 2016 2015 Numerator: Net income $ 250 $ 738 Denominator: Basic weighted-average shares outstanding 11,716 12,907 Effect of dilutive securities 97 99 Diluted weighted-average shares outstanding 11,813 13,006 Basic earnings per common share $ 0.02 $ 0.06 Diluted earnings per common share $ 0.02 $ 0.06 For the Six Months Ended December 31, 2016 2015 Numerator: Net income $ 1,463 $ 1,568 Denominator: Basic weighted-average shares outstanding 11,709 13,151 Effect of dilutive securities 96 97 Diluted weighted-average shares outstanding 11,805 13,248 Basic earnings per common share $ 0.12 $ 0.12 Diluted earnings per common share $ 0.12 $ 0.12 |
Reclassification, Policy [Policy Text Block] | Reclassification Certain expenses were reclassified from depreciation and amortization to cost of revenues in the accompanying condensed consolidated statement of comprehensive income for the three December 31, 2015 The Company adopted Accounting Standards Update ("ASU") 2015 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs, July 1, 2016 December 31, 2016 June 30, 2016, $94,000 $91,000, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2016, 2016 15, Statement of Cash Flows (Topic 230), 2016 15 first 2018. 2016 15 2016 15 In March 2016, 2016 09, Improvements to Employee Share-Based Payment Accounting. December 15, 2017. 2016 09. 2016 09 In February 2016, 2016 02, Leases 12 December 15, 2019. 2016 02 In November 2015, 2015 17, Balance Sheet Classification of Deferred Taxes 2015 17 first 2018. 2015 17 may 2015 17 In April 2015, 2015 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. 2015 03 July 1, 2016. In May 2014, 2014 09 , Revenue from Contracts with Customers 606), 2014 09 2014 09 first 2018. may In August 2014, 2014 15, Presentation of Financial Statements-Going Concern (1) (2) (3) (4) (5) (6) one December 15, 2016 2014 15 |
Note 2 - Nature of Operations13
Note 2 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | In thousands For the Six Months Ended December 31, 2016 2015 Beginning Balance $ 8,363 $ 9,202 Acquisition of Origin - 202 Effect of exchange rate changes (467 ) (403 ) Ending Balance $ 7,896 9,001 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months Ended December 31, 2016 2015 Numerator: Net income $ 250 $ 738 Denominator: Basic weighted-average shares outstanding 11,716 12,907 Effect of dilutive securities 97 99 Diluted weighted-average shares outstanding 11,813 13,006 Basic earnings per common share $ 0.02 $ 0.06 Diluted earnings per common share $ 0.02 $ 0.06 For the Six Months Ended December 31, 2016 2015 Numerator: Net income $ 1,463 $ 1,568 Denominator: Basic weighted-average shares outstanding 11,709 13,151 Effect of dilutive securities 96 97 Diluted weighted-average shares outstanding 11,805 13,248 Basic earnings per common share $ 0.12 $ 0.12 Diluted earnings per common share $ 0.12 $ 0.12 |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Outstanding Weighted- Number of Weighted- Average Shares Average Remaining (in Exercise Contractual thousands) Price Life (in years) Options outstanding - July 1, 201 6 121 $ 1.23 Options granted - - Options exercised - - Options cancelled - - Options outstanding – December 31, 2016 121 $ 1.23 4.5 Options exercisable - December 31, 2016 121 $ 1.23 4.5 Options exercisable and vest ed - December 31, 2016 121 $ 1.23 4.5 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Weighted Average Number of Initial Value Price Shares Per Share Restricted stock outstanding - July 1, 2016 776 $ 0.87 Issuance of restricted stock - - Vesting (85 ) 0.39 Forfeitures (187 ) 0.35 Restricted stock outstanding - December 31, 2016 504 $ 0.94 |
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): $8.00 per share 294 $ 0.48 $9.00 per share 82 $ 1.25 $10.00 per share 48 $ 1.79 $11.00 per share 48 $ 1.79 $12.00 per share 32 $ 1.79 (1) The restricted stock becomes vested when the Company’s 30 day volume weighted average price (“VWAP”) per share is at or above these levels. |
Note 6 - Long-term Debt (Tables
Note 6 - Long-term Debt (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of ( in thousands) December 31, 2016 June 30, 2016 Debt obligations : R evolving loan facility $ 1,250 $ 1,150 Term loan 7,600 8,550 Equipment financing 66 78 Less: unamortized debt issuance costs (94 ) (91 ) Total 8,822 9,687 Less current portion (1,884 ) (1,879 ) Long-term debt $ 6,938 $ 7,808 |
Note 2 - Nature of Operations16
Note 2 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Jun. 30, 2016USD ($) | Dec. 31, 2016GBP (£) | |
Number of Reportable Segments | 1 | |||||
Number of Operating Segments | 2 | |||||
Depreciation, Depletion and Amortization | $ 38,000 | $ 87,000 | $ 79,000 | $ 150,000 | ||
Amortization | 67,000 | 73,000 | 134,000 | 137,000 | ||
Amortization of Intangible Assets | 19,000 | 23,000 | 39,000 | 49,000 | ||
Advertising Expense | 215,000 | 131,000 | 272,000 | 267,000 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (196,000) | $ (211,000) | $ (672,000) | $ (816,000) | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | shares | 97,078 | 98,765 | 96,431 | 97,147 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 503,951 | 1,026,252 | 503,951 | 1,026,252 | ||
Impairment of Long-Lived Assets Held-for-use | $ 0 | |||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | 0 | $ 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | ||||
Reclassification of Net Debt Issuance Costs From Other Long-term Assets to An Offset of Long-term Debt [Member] | ||||||
Current Period Reclassification Adjustment | $ 94,000 | |||||
Prior Period Reclassification Adjustment | $ 91,000 | |||||
Automotive Data Services [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
Acquired Intellectual Property [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Minimum [Member] | Computer Software, Intangible Asset [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||
Minimum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||
Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Maximum [Member] | Computer Software, Intangible Asset [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Maximum [Member] | Customer Relationships [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | 0 | 0 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | 0 | 0 | ||||
UNITED STATES | ||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||
Percentage of Property, Plant and Equipment, Net | 23.00% | 23.00% | 21.00% | 23.00% | ||
UNITED STATES | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 34.00% | 28.00% | 35.00% | 28.00% | ||
UNITED KINGDOM | ||||||
Cash, FSCS Insured Amount | £ | £ 75,000 | |||||
Percentage of Property, Plant and Equipment, Net | 77.00% | 77.00% | 79.00% | 77.00% | ||
UNITED KINGDOM | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 64.00% | 71.00% | 63.00% | 71.00% | ||
IRELAND | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 1.00% | 1.00% | 1.00% | 1.00% | ||
CANADA | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||||
Concentration Risk, Percentage | 1.00% | 1.00% | 1.00% | 1.00% |
Note 2 - Nature of Operations17
Note 2 - Nature of Operations and Summary of Significant Accounting Policies - Goodwill Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning Balance | $ 8,363 | $ 9,202 |
Acquisition of Origin | 202 | |
Effect of exchange rate changes | (467) | (403) |
Ending Balance | $ 7,896 | $ 9,001 |
Note 2 - Nature of Operations18
Note 2 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||||
Net income | $ 250 | $ 738 | $ 1,463 | $ 1,568 |
Denominator: | ||||
Basic weighted-average shares outstanding (in shares) | 11,716,000 | 12,907,000 | 11,709,000 | 13,151,000 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 97,078 | 98,765 | 96,431 | 97,147 |
Diluted weighted-average shares outstanding (in shares) | 11,813,000 | 13,006,000 | 11,805,000 | 13,248,000 |
Basic earnings per common share (in dollars per share) | $ 0.02 | $ 0.06 | $ 0.12 | $ 0.12 |
Diluted earnings per common share (in dollars per share) | $ 0.02 | $ 0.06 | $ 0.12 | $ 0.12 |
Note 4 - Stockholders' Equity19
Note 4 - Stockholders' Equity (Details Textual) - USD ($) | Dec. 01, 2015 | Jul. 01, 2015 | Sep. 21, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Repurchase Program, Number of Aggregate Shares Repurchased | 1,982,235 | 1,982,235 | |||||
Stock Repurchase Program, Number of Aggregate Shares Repurchased, Value | $ 4,698,000 | $ 4,698,000 | |||||
Restricted Stock [Member] | |||||||
Allocated Share-based Compensation Expense | $ 116,000 | $ 101,000 | $ 200,000 | $ 142,000 | |||
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 | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 255,000 | ||||||
Treasury Stock [Member] | |||||||
Stock Repurchased During Period, Shares | 29,695 | ||||||
Treasury Stock, Retired, Cost Method, Amount | $ 161,000 | ||||||
LITP 2007 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 47,663 | 7,060 | 17,769 | ||||
Employee Stock Purchase Plan [Member] | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 0 | 784 | 7,008 | 8,532 | |||
Maximum Fair Market Value of Common Stock to be Granted to Employees | $ 100 | ||||||
Maximum Number of Common Stock Covered | 15 |
Note 4 - Stockholders' Equity -
Note 4 - Stockholders' Equity - Stock Option Activity (Details) shares in Thousands | 6 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of options outstanding (in shares) | shares | 121 |
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 | $ 0 |
Number of options exercised (in shares) | shares | 0 |
Options exercised, weighted-average exercise price (in dollars per share) | $ / shares | $ 0 |
Number of options cancelled (in shares) | shares | 0 |
Options cancelled, weighted-average exercise price (in dollars per share) | $ / shares | $ 0 |
Number of options outstanding (in shares) | shares | 121 |
Options outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options outstanding, weighted-average remaining contractual life (Year) | 4 years 182 days |
Number of options exercisable (in shares) | shares | 121 |
Options exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options exercisable, weighted-average remaining contractual life (Year) | 4 years 182 days |
Number of options exercisable and vested (in shares) | shares | 121 |
Options exercisable and vested, weighted-average exercise price (in dollars per share) | $ / shares | $ 1.23 |
Options exercisable and vested, weighted-average remaining contractual life (Year) | 4 years 182 days |
Note 4 - Stockholders' Equity21
Note 4 - Stockholders' Equity - Restricted Stock Activity (Details) - Restricted Stock [Member] shares in Thousands | 6 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of shares, restricted stock outstanding, beginning balance (in shares) | shares | 776 |
Weighted average initial value price per share, beginning balance (in dollars per share) | $ / shares | $ 0.87 |
Number of shares, issuance of restricted stock (in shares) | shares | 0 |
Weighted average initial value price per share, issuance of restricted stock (in dollars per share) | $ / shares | $ 0 |
Number of shares, vesting (in shares) | shares | (85) |
Weighted average initial value price per share, vesting (in dollars per share) | $ / shares | $ 0.39 |
Number of shares, forfeitures (in shares) | shares | (187) |
Weighted average initial value price per share, forfeitures (in dollars per share) | $ / shares | $ 0.35 |
Number of shares, restricted stock outstanding, ending balance (in shares) | shares | 504 |
Weighted average initial value price per share, ending balance (in dollars per share) | $ / shares | $ 0.94 |
Note 4 - Stockholders' Equity22
Note 4 - Stockholders' Equity - Vesting Levels of Restricted Stock (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | Dec. 31, 2016 | Jun. 30, 2016 | |
Number of Shares (in shares) | 504 | 776 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | $ 0.94 | $ 0.87 | |
Share-based Compensation Award, Tranche One [Member] | |||
Number of Shares (in shares) | [1] | 294 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 0.48 | |
Share-based Compensation Award, Tranche Two [Member] | |||
Number of Shares (in shares) | [1] | 82 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.25 | |
Share-based Compensation Award, Tranche Three [Member] | |||
Number of Shares (in shares) | [1] | 48 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.79 | |
Share-based Compensation Award, Tranche Four [Member] | |||
Number of Shares (in shares) | [1] | 48 | |
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] | 32 | |
Weighted Average Initial Value Price Per Share (in dollars per share) | [1] | $ 1.79 | |
[1] | The restricted stock becomes vested when the Company's 30 day volume weighted average price ("VWAP") per share is at or above these levels. |
Note 5 - Acquisition (Details T
Note 5 - Acquisition (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jul. 01, 2015 | Jun. 30, 2015 | |
Goodwill | $ 7,896,000 | $ 8,363,000 | $ 9,001,000 | $ 9,202,000 | |
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 | ||||
Origin Software Solutions Ltd [Member] | General and Administrative Expense [Member] | |||||
Business Combination, Acquisition Related Costs | $ 43,000 | ||||
Origin Software Solutions Ltd [Member] | Other Noncurrent Liabilities [Member] | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 497,000 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | Dec. 01, 2015 | Dec. 31, 2016 | Jun. 30, 2016 |
Long-term Debt | $ 8,822 | $ 9,687 | |
J.P. Morgan Chase Bank, N.A. [Member] | |||
Debt Agreement, Maximum Borrowing Capacity | $ 12,000 | ||
Long-term Debt | 9,500 | ||
Debt Instrument, Interest Rate, Effective Percentage | 4.625% | ||
Percentage of Pledged Stock | 65.00% | ||
Proceeds from Lines of Credit | 10,500 | ||
J.P. Morgan Chase Bank, N.A. [Member] | Minimum [Member] | LIBOR Rate or Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||
J.P. Morgan Chase Bank, N.A. [Member] | Maximum [Member] | LIBOR Rate or Prime Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | ||
J.P. Morgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500 |
Note 6 - Long-term Debt - Long-
Note 6 - Long-term Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 |
Less: unamortized debt issuance costs | $ (94) | $ (91) |
Long-term debt | 8,822 | 9,687 |
Less current portion | (1,884) | (1,879) |
Long-term debt, noncurrent | 6,938 | 7,808 |
Line of Credit [Member] | ||
Long-term debt, gross | 1,250 | 1,150 |
Term Loan [Member] | ||
Long-term debt, gross | 7,600 | 8,550 |
Equipment Financing [Member] | ||
Long-term debt, gross | $ 66 | $ 78 |