Significant Accounting Policies [Text Block] | NOTE 1. 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 intercompany accounts and transactions have been eliminated in the consolidated financial statements. Concentrations of Credit Risk The Company has no 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. may $250,000 In the UK, the Company maintains cash balances at financial institutions that are insured by the Financial Services Compensation Scheme up to 85,000GBP. may 85,000GBP 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 original maturities of three not Customers The Company performs periodic evaluations of its customers and maintains allowances for potential credit losses as deemed necessary. The Company generally does not may No 10% June 30, 2019 2018. 11% June 30, 2019. No 10% June 30, 2018. Segment Reporting The Company operates in one 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 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 and Canada (US and Canada are collectively referred to as the “NA Market”), and 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 63% 35% 1% 1% June 30, 2019, 64% 34% 1% 1% June 30, 2018. At June 30, 2019, 80% 20% June 30, 2018, 76% 24% Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company’s management include, but are not 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 three • Level 1 • Level 2 1 • Level 3 Determining which category an asset or liability falls within the hierarchy may The Company classified its contingent acquisition consideration liability in connection with the acquisition of Origin within the Level 3 not $0.4 $0.5 June 30, 2019 2018, 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 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first first 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, ranging from three five 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 ten 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 Goodwill Goodwill is not Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one June 30, 2019, not no not Goodwill activity for the years ended June 30, 2019 2018 Balance, July 1, 2017 $ 8,191 Effect of exchange rate changes 89 Balance, June 30, 2018 $ 8,280 Effect of exchange rate changes (227 ) Balance, June 30, 2019 $ 8,053 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 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, 2019, no no not 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 presented in the consolidated balance sheets as an offset against the current and non-current portions of long-term debt. 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 Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation 718” 718 no Revenue Recognition MAM offers its software using the same underlying technology via two not The Company generates revenue through sales of licenses and support and maintenance provided to its on-premises customers, and through subscriptions of its cloud-based software. MAM offers professional services to both its on-premises and cloud customers to assist them with the customization, implementation, and training. The Company determines revenue recognition through the following steps: - Identification of the contract, or contracts, with a customer; - Identification of the performance obligations in the contract; - Determination of the transaction price; - Allocation of the transaction price to the performance obligations in the contract; and - Recognition of revenue when, or as, we satisfy a performance obligation. The Company records the amount of revenue and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of its promise to the customer. Revenue is presented net of sales, value-added and other taxes collected from customers and remitted to government authorities. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The Company’s contracts which contain multiple performance obligations generally consist of the initial purchase of subscription or licenses, a professional services engagement, and support and maintenance engagement. License purchases generally have multiple performance obligations as customers also purchase support and maintenance in addition to the licenses. The Company’s single performance obligation arrangements are typically support and maintenance renewals, subscription renewals, and professional services engagements. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, the Company may Subscription Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the cloud environment is made available to the customer. The initial subscription period is typically 36 60 30 Software Licenses Transfer of control for software is considered to have occurred upon electronic delivery of the license key that provides immediate availability of the product to the customer. The Company’s typical payment terms tend to vary but its standard payment terms are within 30 Support and Maintenance Revenue from support services and product updates, referred to as support and maintenance revenue, is recognized ratably over the term of the contract period, which is typically 12 36 30 Professional Services Revenue from professional services is typically comprised of implementation, development, training or other consulting services. Professional services are generally sold on an hourly/daily rate or fixed fee basis, and can include services ranging from software installation to data conversion, basic customizations, and building non-complex interfaces to allow the software to operate in integrated environments. For perpetual orders, the Company recognizes revenue for hourly arrangements as the services are performed. In fixed fee arrangements for perpetual orders, revenue is recognized as services are performed as measured by hours incurred to date, compared to total estimated hours to complete the services project. Management applies judgment when estimating project status and the time necessary to complete the services projects. A number of internal and external factors can affect these estimates, including changes to specifications, testing and training requirements. For SaaS orders, fees associated with professional services are deferred and recognized ratably over the estimated customer life. Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources and payments are typically due 30 Funded Software Arrangements The Company may not not Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and type of the revenue arrangement, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company’s revenue by geography and type is as follows (in thousands): For the Years Ended June 30, Net Revenues 2019 2018 MAM UK: Recurring $ 21,058 $ 20,497 Non-recurring 3,159 2,967 Total MAM UK Revenues 24,217 23,464 MAM NA: Recurring 10,154 9,306 Non-recurring 3,343 3,007 Total MAM NA Revenues 13,497 12,313 Total Net Revenues $ 37,714 $ 35,777 Significant Judgments More judgments and estimates are required under Topic 606 605. 606 may may Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a stand-alone basis, so the Company is required to estimate the range of SSPs for each performance obligation. In instances where SSP is not not may Revenue is recognized over time for the Company’s subscription, support and maintenance, and professional services that are separate performance obligations. For the Company’s professional services, revenue is recognized over time, generally using hours expended to measure progress. Judgment is required in estimating project status and the hours necessary to complete projects. A number of internal and external factors can affect these estimates, including changes to specifications, testing and training requirements. If a group of agreements are entered at or near the same time and so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be combined as one Contract Balances The timing of revenue recognition may not not The contract assets indicated below are presented as prepaid expenses and other current assets and other long-term assets in the consolidated balance sheets. These assets primarily relate to professional services and subscriptions, and consist of the Company’s rights to consideration for goods or services transferred but not June 30, 2019. The Company’s contract balances are as follows (in thousands): As of June 30, 2019 July 1, 2018 Contract assets, short-term $ 117 $ 94 Contract assets, long-term 194 154 Total contract assets $ 311 $ 248 Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $21.8 June 30, 2019, $11.7 12 not 12 not 12 Deferred Revenue MAM typically invoices its customers for subscription and support and maintenance fees on a monthly basis, with payment due 30 twelve Deferred revenues consist of the following (in thousands): As of June 30, 2019 2018 Deferred professional services $ 1,522 $ 885 Deferred license 292 305 Deferred support 1,234 590 Deposits 721 1,146 Deferred other revenue 139 105 Total deferred revenues 3,908 3,031 Less deferred revenues, current (2,344 ) (1,885 ) Deferred revenues, non-current $ 1,564 $ 1,146 During the fiscal year ended June 30, 2019, $1.5 606, Practical Expedients and Exemptions There are several practical expedients and exemptions allowed under Topic 606 606: Application ● The Company does not one ● The Company generally expenses sales commissions when incurred when the amortization period would have been one ● The Company does not Modified Retrospective Transition Adjustments ● For contract modifications, the Company reflected the aggregate effect of all modifications that occurred prior to the adoption date when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied performance obligations for the modified contract at transition. Costs to Obtain and Fulfill a Contract The Company’s incremental direct costs of obtaining a contract consist of sales commissions which are amortized ratably over the term of economic benefit which the Company has determined to be the life of the contract for subscription customers. These deferred costs are classified as current or non-current based on the timing of when the Company expects to recognize the expense. Incremental costs related to initial support and renewals are expensed as incurred because the term of economic benefit is one $0.3 June 30, 2019 June 30, 2018. June 30, 2019, $0.1 Cost of Revenues Cost of revenues primarily consists of expenses related to delivering the Company's service and providing support, amortization expense associated with capitalized software related to its services and acquired developed technologies and certain fees paid to various third third As the Company continues to invest in new products and services, the amortization expense associated with these capitalizable activities will be included in cost of revenues. Additionally, as the Company enters into new contracts with third may Advertising Expense The Company expenses advertising costs as incurred. For the years ended June 30, 2019 2018, $0.4 $0.4 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 gain (loss) adjustment totaled ( $0.5 $47,000 June 30, 2019 2018, Foreign currency gains and losses from transactions denominated in other than respective local currencies are included in income. The Company had no Comprehensive Income Comprehensive income includes all changes in equity (net assets) during a period from non-owner sources. For the years ended June 30, 2019 2018, 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 calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740 may not 740 not may June 30, 2019, $0.2 The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. 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 June 30, 2019 2018 57,524 56,626, June 30, 2019 2018, 340,000 450,178 not no The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the years ended June 30 ( For the years ended June 30, 2019 2018 Numerator: Net income $ 3,713 $ 3,210 Denominator: Basic weighted-average shares outstanding 12,150 11,849 Effect of dilutive securities 58 57 Diluted weighted-average diluted shares 12,208 11,906 Earnings per share attributed to common stockholders - basic $ 0.31 $ 0.27 Earnings per share attributed to common stockholders - diluted $ 0.30 $ 0.27 Recent Accounting Pronouncements Recently Adopted Accounting Standard s In May 2017, 2017 09, 718 718. 2017 09 July 1, 2018, not In May 2014, 2014 09, 606 605 985 605 605 985 605 605” 606, 606 The Company adopted Topic 606 July 1, 2018, first 2019, 2019 606. not not 606 606. The most significant impacts of the adoption of Topic 606 ● Revenue related to professional services for perpetual license contracts are recognized on percentage of hours incurred on the contract compared to the estimated total hours to complete, as compared to upon completion under prior GAAP. At adoption, the Company increased retained earnings and accounts receivable by $0.1 ● Rental contracts, for which customers pay a monthly fee for an on-premise software license and support/maintenance are accounted for as perpetual licenses contracts with a financing component, rather than on a monthly subscription basis under prior GAAP. At adoption, the Company increased retained earnings, and other current assets and other long-term assets by $0.2 ● Set-up fee revenue and associated costs pertaining to implementation of rental customers are no $0.1 $0.2 $0.1 ● Funded software development from a customer related to a capitalized software development project is now recognized as deferred revenue until the customer implements the software, and recognized over the life of the customer contract, as compared to an offset to capitalized software costs under prior GAAP. At adoption, the Company increased deferred revenue and increased capitalized software by $0.5 The tax impact of the above adjustments was assessed and, at adoption, the Company decreased retained earnings and decreased deferred tax liability by $0.15 $0.3 Adjustments to beginning consolidated balance sheet accounts The following table presents the cumulative effect adjustments, net of income tax effects, to beginning consolidated balance sheet accounts for Topic 606 first 2019 June 30, Topic July 1, 2018 606 2018 ASSETS Accounts receivable, net $ 5,010 $ 64 $ 5,074 Prepaid expenses and other current assets $ 1,270 $ 94 $ 1,364 Total Current Assets $ 10,621 $ 158 $ 10,779 Software development costs, net $ 8,889 $ 516 $ 9,405 Deferred income taxes $ 1,251 $ 121 $ 1,372 Other long-term assets $ 545 $ 41 $ 586 TOTAL ASSETS $ 30,634 $ 836 $ 31,470 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of deferred revenues $ 1,885 $ 556 $ 2,441 Income tax payable $ 669 $ 272 $ 941 Total Current Liabilities $ 9,940 $ 828 $ 10,768 Deferred revenues, net of current portion $ 1,146 $ (213 ) $ 933 Total Liabilities $ 17,114 $ 616 $ 17,730 Stockholders' Equity Retained earnings $ 2,003 $ 220 $ 2,223 Total Stockholders' Equity $ 13,520 $ 220 $ 13,740 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 30,634 $ 836 $ 31,470 The following table summarizes the effects of adopting Topic 606 June 30, 2019 ( As Reported Under Topic 606 Adjustments Balances Under Prior GAAP ASSETS Accounts receivable, net $ 4,984 $ (108 ) $ 4,876 Prepaid expenses and other current assets $ 1,573 $ (110 ) $ 1,463 Total Current Assets $ 12,237 $ (218 ) $ 12,019 Software development costs, net $ 9,487 $ (678 ) $ 8,809 Deferred income taxes $ 1,372 $ 120 $ 1,492 Other long-term assets $ 475 $ (43 ) $ 432 TOTAL ASSETS $ 32,519 $ (819 ) $ 31,700 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of deferred revenues $ 2,344 $ (18 ) $ 2,326 Income tax payable $ 592 $ (65 ) $ 527 Total Current Liabilities $ 9,650 $ (83 ) $ 9,567 Deferred revenues, net of current portion $ 1,564 $ (482 ) $ 1,082 Deferred income taxes $ 742 $ 17 $ 759 Total Liabilities $ 14,982 $ (548 ) $ 14,434 Retained earnings $ 5,936 $ (271 ) $ 5,665 Total Stockholders’ Equity $ 17,537 $ (271 ) $ 17,266 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 32,519 $ (819 ) $ 31,700 The following table summarizes the effects of adopting Topic 606 June 30, 2019 ( As Reported Under Topic 606 Adjustments Balances Under Prior GAAP Net revenues $ 37,714 $ (59 ) $ 37,655 Cost of revenues 16,743 (6 ) 16,737 Gross Profit 20,971 (53 ) 20,918 Total Operating Expenses 16,030 - 16,030 Operating Income 4,941 (53 ) 4,888 Other Income (Expense) Interest expense, net (366 ) (15 ) (381 ) Total other expense, net (366 ) (15 ) (381 ) Income before provision for income taxes 4,575 (68 ) 4,507 Provision for income taxes 862 (17 ) 845 Net Income $ 3,713 $ (51 ) $ 3,662 Earnings per share attributed to common stockholders – basic $ 0.31 $ (0.01 ) $ 0.30 Earnings per share attributed to common stockholders – diluted $ 0.30 $ - $ 0.30 Net Income $ 3,713 $ (51 ) $ 3,662 Foreign currency translation gain (534 ) - (534 ) Total Comprehensive Income $ 3,179 $ (51 ) $ 3,128 The following table summarizes the effects of adopting Topic 606 June 30, 2019 ( As Reported Under Topic 606 Adjustments Balances Under Prior GAAP CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,713 $ (51 ) $ 3,662 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income taxes $ (9 ) $ (225 ) $ (234 ) Changes in assets and liabilities: Accounts receivable $ (288 ) $ 44 $ (244 ) Prepaid expenses and other assets $ (126 ) $ 22 $ (104 ) Income tax payable $ (336 ) $ 202 $ (134 ) Deferred revenues $ 590 $ (155 ) $ 435 NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,547 $ (163 ) $ 4,384 CASH FLOWS FROM INVESTING ACTIVITIES: Capitalized software development costs $ (567 ) $ 163 $ (404 ) NET CASH USED IN INVESTING ACTIVITIES $ (673 ) $ 163 $ (510 ) Cash and cash equivalents at end of period $ 5,508 $ - $ 5,508 Accounting Standards Not In January 2017, 2017 04, 350 two not 2017 04 June 30, 2021. not 2017 04 In February 2016, 2016 02, 12 first 2020. 2016 02 2016 02. |