Company Quick10K Filing
MAM Software
Price10.40 EPS0
Shares13 P/E35
MCap131 P/FCF33
Net Debt-0 EBIT5
TEV131 TEV/EBIT28
TTM 2019-03-31, in MM, except price, ratios
10-K 2019-06-30 Filed 2019-09-30
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8-K 2018-02-08

MAMS 10K Annual Report

Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules
Note 1. Summary of Significant Accounting Policies
Note 2. Property and Equipment
Note 3. Intangible Assets
Note 4. Long - Term Debt
Note 5. Income Taxes
Note 6. Commitments and Contingencies
Note 7. Stockholders' Equity
Note 8. Employee Benefit Plans
Note 9. Subsequent Events
EX-21.1 ex_158372.htm
EX-23.1 ex_158373.htm
EX-31.1 ex_158374.htm
EX-31.2 ex_158375.htm
EX-32.1 ex_158376.htm
EX-32.2 ex_158377.htm

MAM Software Earnings 2019-06-30

Balance SheetIncome StatementCash Flow
35282114702012201420172020
Assets, Equity
10.08.06.03.91.9-0.12012201420172020
Rev, G Profit, Net Income
2.30.9-0.5-1.9-3.3-4.72012201420172020
Ops, Inv, Fin

10-K 1 mamsg20190630_10k.htm FORM 10-K mamsg20190630_10k.htm
 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K

 

(Mark One)  

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2019

 

or 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission file number 001-35918

 

MAM Software Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

84-1108035

(State or other jurisdiction of incorporation or

organization)

 

(IRS Employer Identification No.)

 

Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA 19422

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code: (610) 336-9045

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.0001 par value

MAMS

NASDAQ Capital Market

 

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act).

Yes ☐  No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☑

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑  No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III or this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☑

Smaller reporting company ☑

Emerging growth company ☐ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐  No ☑

 

As of December 31, 2018, 12,587,789 shares of common stock were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant, as of December 31, 2018, the last business day of the second fiscal quarter, was approximately $49,164,220 based on the average high and low price of $7.90 for the registrant’s common stock as quoted on NASDAQ Capital Market on that date. Shares of common stock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.

 

The registrant had 12,624,973 shares of its common stock outstanding as of September 26, 2019.

 

 

 

 

 

TABLE OF CONTENTS 

 

 

 

Page 

PART I

 

1

 

 

 

Item 1.

Business

1

Item 1A.

Risk Factors

8

Item 1B.

Unresolved Staff Comments

14

Item 2.

Properties

14

Item 3.

Legal Proceedings

14

Item 4.

Mine Safety Disclosures

14

 

 

 

PART II

 

15

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

15

Item 6.

Selected Financial Data

15

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

28

Item 8.

Financial Statements and Supplementary Data

28

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

28

Item 9A.

Controls and Procedures

28

Item 9B.

Other Information

29

 

 

 

PART III

 

30

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

30

Item 11.

Executive Compensation

32

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

37

Item 13.

Certain Relationships and Related Transactions, and Director Independence

44

Item 14.

Principal Accounting Fees and Services

44

 

 

 

PART IV

 

45

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

45

 

 

 

SIGNATURES

48

 

 

INDEX TO EXHIBITS

49

 

 

i

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 

 

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

 

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “Item 1A – Risk Factors” below.

 

 

ii

 

 

PART I

 

Item 1.

Business

 

Overview

 

MAM Software Group, Inc. (“MAM,” "the Company," “we,” “our,” or “us”) is a leading provider of cloud-based business and on-premise management solutions for the auto parts, tires and vertical distribution industries. We have a broad line of software solutions and services to address the information technology (“IT”) needs of virtually every significant sector of the automotive aftermarket in the United Kingdom (“UK”) and Ireland (collectively referred to as the “UK Market”) and in the United States of America (“US”) and Canada (collectively referred to as the “NA Market”), and are seeking to leverage this position into new geographic territories and industry verticals.

 

Our Markets

 

MAM provides software, information, and e-commerce and related services to businesses engaged in the automotive aftermarket in the UK Market and the US Market. The automotive aftermarket consists of businesses associated with the life cycle of a motor vehicle from when the original manufacturer’s warranty expires to when the vehicle is scrapped. Products sold by businesses engaged in this market include the parts, tires and auto services required to maintain and improve the performance or appeal of a vehicle throughout its useful life. We aim to meet the business needs of customers who are involved in the maintenance and repair of automobiles and light trucks in three key segments of the automotive aftermarket, namely parts, tires and auto service.

 

Our customer base consists of wholesale parts and tire distributors, retailers, franchisees, cooperatives, auto service chains and single location auto service businesses with high customer service expectations and complex commercial relationships.

 

In the UK Market, we also provide solutions to businesses involved in the wholesale of construction materials. These vertical markets include plumbing, building, lumber, and electrical wholesale distribution companies. We currently do not provide management solutions for vertical markets in North America (“NA”).

 

Industry Overview 

 

MAM serves the business needs of customers involved in the supply of parts and tires and the maintenance and repair of automobiles and light trucks in three key segments of the automotive aftermarket, namely parts, tires and auto service.

 

The global automotive aftermarket is witnessing stable growth due to the increased vehicle fleet and the demand for replaceable parts, tires and accessories. An increase in motor vehicle accidents is driving demand for external bodywork components. However, as the quality of aftermarket products improve, the longevity of these products increases and failures become less frequent, leading to a potential decrease in demand.

 

The major factors currently influencing market behavior include the geopolitical landscapes in the UK and NA, and the presence of traditionally non-automotive e-commerce participants like Amazon. The increasing digitalization of cars and components also presents challenges and opportunities to the sector as it strives to keep pace with advanced vehicle technology, data driven servicing and the changing needs of motorists.

 

Nonetheless, we believe that the automotive aftermarket will continue to grow, driven by the following factors:

 

gradual growth in the aggregate number of vehicles in use;

an increase in the average age of vehicles in operation, now estimated to be 11.6 years in the US;

growth in the total number of miles driven per vehicle per year; and

increased vehicle complexity. 

 

Currently, both the UK and NA automotive aftermarkets are experiencing significant growth in the online purchase of automotive parts, accessories and services. This is driving many businesses to leverage e-commerce technology to streamline their sales, inventory and delivery operations. Both business to business (“B2B”) (wholesale), and business to customer (“B2C”) (retail), businesses are looking to develop digital solutions that add value and increase competitiveness. The growing consumer adoption of e-commerce is also beginning to disrupt the traditional supply chain as suppliers and original equipment manufacturers (“OEMs”) modify their business models and participate in direct retail sales.

 

1

 

 

 

 

Operations

 

MAM is a technology company that operates through three wholly owned subsidiaries; one based in the US, MAM Software, Inc. (“MAM NA”) which is located in Blue Bell, Pennsylvania, and two based in the UK, MAM Software Limited (“MAM Ltd.”), which is located in Tankersley, Barnsley, UK and Origin Software Solutions Ltd. (“Origin”), which is located in Bristol, UK (MAM Ltd. and Origin are collectively referred to as “MAM UK”). The subsidiaries operate independently from one another.

 

MAM UK

 

MAM UK is a provider of software to the automotive aftermarket in the UK and Ireland. MAM UK’s three primary software solutions are Autopart, Autowork Online and Autocat. Autopart is designed for and targeted at parts store chains that seek to manage multiple locations and inventories on a single system for a regional area. It is also suited for managing single location franchisees or buying group members. Autowork Online is designed for and targeted at small single location auto service business. Autocat is an electronic parts catalog designed to help Autopart and Autowork Online users to identify parts.

 

MAM UK provides to customers a range of B2B and B2C e-commerce solutions for the automotive aftermarket.

 

MAM NA

 

MAM NA is a provider of software to the automotive aftermarket in NA. MAM NA’s three primary software solutions are Autopart, VAST, VAST Online and Autocat. Autopart is designed for the warehouse distributor and the parts store segment of the market and VAST and VAST Online are designed for the auto service and tire segment of the market, while Autocat is an electronic parts catalog designed to help Autopart, VAST and VAST Online users to identify parts.

 

Our Technologies

 

All MAM programs are based on the Microsoft® Windows® family of operating systems. Each MAM program is fully compatible with the other MAM applications in its range, enabling them to be combined to create a fully integrated package.

 

Our solutions are available as both “on-premise” applications (sold via the traditional perpetual licensing model) and “cloud” solutions that are delivered as a service over the Internet on a subscription basis.

 

Many of our business management applications are now available as software as a service (“SaaS”) solutions, where software and associated data is centrally hosted on the cloud.

 

SaaS cloud hosting - single tenants accessing fully-managed virtual servers via thin client (terminal services) connections (e.g. Autopart Online).

SaaS web application - multiple tenants accessing a dedicated website using a standard web browser (e.g. Autowork Online).

 

Our catalog information is also available in the cloud as data as a service (“DaaS”). We centrally host and maintain the data, which is accessed by users of our business management software, via a desktop application, web application or integrated into their B2B or B2C website.

 

Market acceptance of cloud computing for mission critical enterprise applications has become increasingly common in recent years. Now, software can be delivered cost-effectively, reliably, and securely to businesses over the Internet without the need for these businesses to either purchase supporting software and hardware for an on-premise system or the need to keep IT people on staff to monitor and upgrade such a system.

 

We introduced our first subscription-based service solution over the Internet in 2005 to customers in the UK Market, and we began marketing our first cloud system to customers in the NA Market in 2013. Since that time, we have significantly expanded our cloud-based offerings and are offering customers that maintain in-house installations the option to move to our cloud-computing model. While transitioning our customers to a cloud computing model results in a decrease in our up-front revenue recognition, we believe that this is a necessary transition and is in the best interests of our customers and our own long-term business prospects as an increasing number of our customers are looking for solutions that are highly functional, easy to use, configurable, and fast.

 

2

 

 

Our cloud model is based on Microsoft® Azure, Microsoft development tools, and proven open source web technologies, utilizing Microsoft's global scale services to help our customers achieve success with support for user experiences on both desktop and mobile devices. Our customers that have moved away from traditional on-premise software to our cloud-based service applications benefit by reducing the complexity typical of on-premise software implementations, customizations, and upgrades. Through cloud-based service, we supply and manage the hardware, infrastructure, ongoing maintenance, and backup services for our customers. We install the latest version of our software for our customers, thereby reducing their need to buy and maintain their own IT resources. As a part of our cloud-based service, we also provide training and support services to our customers.

 

Products and Services

 

Meeting the needs of the automotive aftermarket requires a combination of business management systems, information products and e-commerce and online services that combine to deliver benefits for all parties involved in the timely repair of a vehicle. MAM provides systems and services that meet these needs and help its customers to meet their customers’ expectations. These products and services include:

 

1.

Business Management Systems comprised of our proprietary software applications, implementation and training and third-party hardware and peripherals;

2.

Information Products, such as an accessible catalog database related to parts, tires, labor estimates, scheduled maintenance, repair information, technical service bulletins, pricing and product features and benefits that are used by the different participants in the automotive aftermarket;

3.

E-commerce and Online Services that provide web sites and online connectivity between manufacturers, warehouse distributors, retailers, auto service providers and the consumer. These products enable electronic data interchange throughout the automotive aftermarket supply chain between the different trading partners. They also enable procurement and business services to be projected over the Internet to an expanded business audience; and

4.

Customer Support, Consulting and Training that provide phone and online support, implementation and training.

 

Business Management Systems

 

MAM’s business management systems meet the needs of warehouse distributors, part stores, and tire chains and auto service providers, as follows:

 

      Warehouse Distributors

 

Autopart. This product is sold and promoted both in the UK Market and in the NA Market. This product is designed for and targeted at warehouse distributors that seek to manage multiple locations and inventories on a single system for a regional area and are also suited to managing single location franchisees or buying group members. The product provides point of sale, inventory management, electronic purchasing capabilities, a fully integrated accounting module, a warehouse management module, and a business intelligence reporting module. It also allows the distributor to connect with their customers through our OpenWebs™ and Autonet e-commerce solutions.

 

Autopart can be delivered as an on-premise solution and sold via the traditional perpetual licensing model. Autopart Online is a hosted or “cloud” based version of our Autopart solution and is delivered as a service over the Internet, in a SaaS-based offering.

 

      Warehouse Management System (WMS).

 

This product is sold and promoted both in the UK Market and in the NA Market. This product is designed for and targeted at warehouse distributors and is sold in conjunction with the Autopart product. WMS is integrated with our Autopart product and the WMS module provides a real-time inventory management solution to warehouses of all sizes with extensive functionality from goods receiving and putaway to picking, packing and shipment.

  

Parts Stores

 

Autopart. This product is sold in both the UK Market and the NA Market. This product is designed for and targeted at parts store chains that seek to manage multiple locations and inventories on a single system for a regional area. It is also suited to managing single location franchisees or buying group members. The product provides point of sale, inventory management, electronic purchasing capabilities a fully integrated accounting module and a business intelligence reporting module. It also allows parts stores to connect with their automotive service customers through VAST, Autowork Online, OpenWebs™ and Autonet e-commerce solutions.

 

Autopart can be delivered as an on-premise solution and sold via the traditional perpetual licensing model. Autopart Online is a hosted or “cloud” based version of our Autopart solution and is delivered as a service over the Internet, in a SaaS-based model.

 

3

 

 

      Tire Chains and Auto Service Providers

 

VAST. This product is sold and promoted in the NA Market. This product is designed for and targeted to large-to-medium sized auto service and tire chains that seek to manage multiple locations and inventories for a regional area it is also suited to managing single location stores that are part of a franchise or a buying group. VAST provides point-of-sale, inventory management, electronic purchasing and customer relationship management capabilities. It also allows the service provider to connect with parts and tires warehouse distributors and parts stores through either VAST’s online services and products or other industry connectivity solutions.

 

VAST Online. VAST Online is a the cloud-based version of our VAST platform. VAST Online has a modern user interface which maintains a familiar workflow that users are comfortable with and will run smoothly on a desktop or tablet. As a cloud hosted solution, software updates and back-ups happen automatically and seamlessly in a secure data center. With its seamless connectivity to MAM's e-commerce solution, shops can instantly see part and tire availability at participating suppliers, and place hot-shot orders directly within a work order. We had been working with Goodyear to deliver a version of VAST Online that began rollout at the end of fiscal year 2019, as their next generation cloud-based point of sale solution. The VAST Online product will be promoted to the wider UK Market and NA Market.

 

Autowork Online. This is a UK-developed product that is sold both in the UK Market and in the NA Market. This product is designed for and targeted at small single location auto service businesses. The Autowork Online product provides estimate, job card, parts procurement and invoice capabilities. It also allows automotive installers to connect with parts distributors to purchase components. Autowork Online is delivered as a SaaS service, allowing customers to purchase the solution on a monthly basis without the need to manage the system.

 

Vertical Markets

 

Trader. This is a UK-developed product that is sold in the UK Market. This product is designed for and targeted at generic wholesalers and distributors. Based on the Autopart codebase, the product provides point of sale, inventory management, electronic purchasing capabilities and a fully integrated accounting module.

 

Information Products

 

MAM provides product catalog and vehicle repair information required to enable point-of-sale transactions. These proprietary database products and services generate recurring revenues through monthly or annual subscription fees.

 

MAM Ltd. develops and maintains proprietary information products that it believes differentiates its products from those of the majority of its competitors in the UK Market. In NA, MAM NA also develops and maintains proprietary information products, and also maintains a proprietary workflow capability that integrates information products sourced from its suppliers for its automotive parts and tire customers, including warehouse distributors, parts stores and auto service providers.

 

MAM’s internally developed information product for both the UK Market and NA Market is Autocat, an auto parts catalog that uses the DaaS distribution model. Autocat provides access to a database of automobile vehicle applications for the UK Market and NA Market that enables users to access information about parts quickly and accurately. The Autocat service is centrally hosted and data is accessed by users of MAM's business management software products or via a Web Service that integrates into our B2B and B2C websites. Information in Autocat is maintained and updated daily by MAM’s product teams in the UK and NA (“Autocat Product Teams”). The Autocat Product Teams source, standardize and format data collected in an electronic format from hundreds of automotive parts manufacturers in both regions.

 

Information products developed or resold by MAM include MAM Commerce, a combination of Autocat and OpenWebs™ which is used by users of our VAST and VAST Online business management software; Interchange Catalog, a database that provides cross references of original equipment manufacturer part numbers to aftermarket manufacturer part numbers; Labor Guide, a database used by automotive service providers to estimate labor hours for purposes of providing written estimates of repair costs to customers; Scheduled Service Intervals, a database of maintenance intervals; and Tire Sizing, a database that cross-references various tire products and applications.

 

In addition, MAM resells third-party catalog solutions in the NA Market.

 

4

 

 

E-commerce Solutions

 

MAM offers online e-commerce services in the form of B2B and B2C implementations in the UK Market and NA Market. These online services connect the automotive aftermarket from manufacturers through warehouse distributors and parts stores to automotive service providers for the purpose of purchasing parts and tires, fleet and national account transaction processing and accessing online product price information.

 

OpenWebs™

 

In the NA Market, VAST’s e-commerce services use automotive industry standard messaging specifications to deliver online services that connect the automotive aftermarket supply chain for the purpose of purchasing parts and tires.

       

       Autonet

 

In the UK Market, our Autonet e-commerce service uses industry standard messaging specifications to deliver online services that connect the automotive aftermarket supply chain for the purpose of purchasing parts and tires. Manufacturers, warehouse distributors, parts stores and auto service providers make use of Autonet messaging.

 

WebTrade and WebRetail

 

We offer B2B and B2C e-commerce web sites for the automotive aftermarket as well as other verticals. Currently the majority of the WebTrade and WebRetail business is in the UK. Both standard and custom solutions are available and all integrate seamlessly with our Autopart and Trader business management software products.

 

 Customer Support, Consulting and Training

 

We provide support, consulting and training to our customers to ensure the successful use of our products and services. We believe this extra level of commitment and service builds customer relationships, enhances customer satisfaction and maximizes customer retention. These services consist of the following:

 

Phone and online support. Customers can call dedicated support lines to speak with knowledgeable personnel who provide support and perform on-line problem solving as required.

Implementation, education and training consulting. Our consulting and training teams work together to minimize the disruption to a customer’s business during the implementation process of a new system, and to maximize the customer’s benefit from the use of the system through training.

 

We also provide a customer-only support portal that allows customers direct access to tutorials, on-line documentation and information related to products and services. New customers enter into support service agreements, and most retain such agreements for as long as they own the system. Monthly fees vary with the number of locations and the software modules, information products and online services subscribed to. The agreements are generally month-to-month agreements. We offer training at facilities in both the UK and US, as well as at the customers’ facilities and online, for product updates or to introduce specific new capabilities.

 

Distribution

 

There are three primary distribution channels for aftermarket parts and tire distribution: traditional wholesale, retail and e-commerce channels.

 

5

 

 

 

Automotive Aftermarket Distribution Channels

 

• 

Traditional Wholesale Channel. The traditional wholesale channel is the predominant distribution channel in the automotive aftermarket. It is characterized by the distribution of parts from the manufacturer to a warehouse distributor, to parts stores and then to automotive service providers. Warehouse distributors sell to automotive service providers through parts stores, which are positioned geographically near the automotive service providers they serve. This distribution method provides for the rapid distribution of parts. We have products and services that meet the needs of the warehouse distributors, parts stores and the automotive service providers.

Retail Channel. The retail channel is comprised of large specialty retailers, small independent parts stores and regional chains that sell to “do-it-yourself” customers. Larger specialty retailers, such as Advance Auto Parts, AutoZone, Inc., and O’Reilly Automotive, Inc. carry a greater number of parts and accessories at more attractive prices than smaller retail outlets and are gaining market share. The business management systems used in this channel are either custom developed by the large specialty retailers or purchased from business systems providers by small- to medium-sized businesses. We have products and services that support the retail channel.

E-commerce Channel. Innovation in the e-commerce channel is taking place across the automotive aftermarket supply chain. Both B2B (wholesale) and B2C (retail) businesses are looking to leverage e-commerce technology to streamline their sales, inventory and delivery operations. The increasing popularity of e-commerce within the aftermarket is encouraging suppliers and OEMs to modify their business models and participate in direct retail sales. It is also attracting traditionally non-automotive participants, such as Amazon and eBay, to the industry. We have products and services that support the e-commerce channel.

 

In addition to these three primary channels, some aftermarket parts and tires are being distributed through new car dealers. The business management systems used in this channel have unique functionality specific to new car dealerships. We sell a small number of products into the auto service provider side of car dealerships. Also, aftermarket wholesalers of parts and tires provide online purchasing capabilities to some new car dealerships.

 

Product Development

 

Our product development strategy, designed to add value to our customers' businesses through products and services designed to optimize efficiency, consists of the following three key components:

 

Integrating all of our products so that our various software solutions work together seamlessly, thereby eliminating the need to switch between applications;

Enhancing our current products and services to support our customers’ changing needs; and

Providing a migration path to our business management systems, reducing a fear that many customers have that changing systems will disrupt business.

 

Sales and Marketing

 

Our sales and marketing strategy is to acquire customers and retain them by cross-selling and up-selling a range of commercially compelling business management systems, information products and online services.

 

Within the parts, tire and auto service provider segments, each division sells and markets through a combination of field sales and inside sales representatives. We seek to partner with large customers or buying groups and leverage their relationships with their customers or members. Incentive pay is a significant portion of the total compensation package for all sales representatives and sales managers. Outside sales representatives focus primarily on identifying and selling to new customers complemented by an inside sales focus on selling upgrades and new software applications to its installed customer base.

 

Our marketing approach aims to maximize customer retention and secure recurring revenues by leveraging our reputation for satisfying customers and for delivering systems, information and services that improve a customer’s commercial results. We likewise continually aim to enhance the productivity of the field sales team, and to create the cross-selling and up-selling opportunities for our systems, information products and online services.

 

Research and Development

 

We spent $6.4 million for the year ended June 30, 2019 on research and development including capitalized software development costs, as compared to $6.3 million for the year ended June 30, 2018.

 

Patent and Trademark

 

We rely on a combination of intellectual property laws, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology and our brand. We have not sought patent protection for any of our products. We have registered the trademark, “MAM Software,” with the US Patent and Trademark office. In addition, we have registered the trademark, “Driving Business Performance,” with the US Patent and Trademark Office.

 

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Customers

 

During the years ended June 30, 2019 and 2018, no customer accounted for more than 10% of our total net revenues. Our top ten customers collectively accounted for 23% and 24% of our total net revenues during the years ended June 30, 2019 and 2018, respectively.

 

Competition

 

In the NA Market, Autopart competes primarily with Epicor Inc. and several other software companies, including Autologue and Fuse 5. VAST competes primarily with ASA, ARI, and MaddenCo, Inc., each of which provides similar products and services as VAST, to the US automotive aftermarket. We are continuously subject to competition from in-house developed custom systems, information products and online services. For example, AutoZone, Inc. and Genuine Parts Company’s NAPA Parts Group each have developed their own business management systems and electronic automotive parts catalogs for their stores and members, although we currently have a partnership agreement with each of these companies to supply their information products through our solutions.

 

In the NA Market, we expect to compete successfully against our competitors using two separate and complementary strategies. First, we will continue to focus on promoting and selling our complete supply chain solutions that provide businesses with easy integration of our business management information systems into their existing supply chain structures. Second, we will continue our strategy of working with those businesses that already manage their own supply chains and information products (catalogs), such as AutoZone, Inc., helping to improve and compliment their systems with our products.

 

Within the auto parts warehouse distribution segment, we will continue to promote our Autopart product, which enables large warehouses with thousands of parts to locate, manage, pack and deliver the parts with ease and efficiency. Our prospective customers are moving towards modern solutions which integrate seamlessly with third-party e-commerce solutions. We have been selling Autopart successfully in the UK Market since 2000; a factor which we believe will help to further expand the presence of this product in NA.

 

The tire segment is comprised of three distinct elements: retail, wholesale and commercial. Within the tire segment and the auto service segment, we focus on market requirements, which we believe will enable us to offer our clients the best solution, regardless of the size of a client’s business. By continually integrating and extending the functionality of our solutions across the entire supply chain, we believe that we will be able to offer existing and potential clients products that suit their present and future needs. Our management believes that our products will present existing and potential clients with the opportunity to move away from their older existing systems, which may restrict their market opportunities, and will permit integration into additional sales channels and reduce the costly maintenance of older systems.

 

The auto parts segment within the auto service space has many competitors who have developed applications for single location auto service shops. Many of these have been developed by parts distributors like NAPA and Advance Auto Parts. While these applications do well in a small single location, they are not widely distributed in the multi-location segment of the auto service business. We believe that our Autowork Online product is highly suited to single location auto service opportunity. The strategy for generating revenue in this sector of the market will be to establish reseller agreements with distributor partners. In addition, we will focus on the multi-location business for which we believe our product VAST is highly suited.

 

The last market in which we plan to compete is the e-commerce space, providing new tools and solutions for this expanding Internet marketplace. Our goal for the OpenWebs™ product is to connect both parts and tire partners together in a real-time environment so that they can perform electronic ordering, gauge inventory levels as well as disseminate information.

 

In the UK Market, we compete primarily with Epicor, Inc. and Kerridge Commercial Systems Limited (“Kerridge”) in the parts sector of the automotive aftermarket. In the tire sector of the UK Market, we compete primarily with CAM Systems, Tyreman and Team Systems. In the vertical sector of the UK Market, we compete with Kerridge, Chatsworth, Blue Rock, OGL, Merlin and Ramtac. We feel that we provide a range of solutions that combine proven concepts with cutting-edge technology that are functional, effective and reliable, and offer solutions that enable businesses to identify and implement new efficiencies and increase existing efficiencies, to our competitive advantage. We believe that these efforts, together with strong post-sales support and ongoing in-depth product and market support, will assist us in generating and maintaining our position within the UK Market.

 

Several large enterprise resource planning and software companies, including Microsoft Corporation, Oracle Corporation and SAP AG, continue to supply Enterprise Resource Planning (“ERP”) and Supply Chain Management (“SCM”) products to medium sized OEMs and suppliers within the automotive market, but to date have not focused strongly on the aftermarket. These companies appear focused on the efficient management of the supply chain and to date do not appear to be looking to supply systems and solutions into the jobber and service segments of the aftermarket. However, there can be no assurance that those companies will not develop or acquire a competitive product or service in the future.

 

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Company Information

  

We were formed in December of 2005 following a spin-off from another publicly traded company.

 

Our principal executive office is located at Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA 19422 and our phone number is (610) 336-9045. Our website address is www.mamsoftware.com. Information contained on our website does not form part of this report and is intended for informational purposes only.

 

 Employees

 

As of June 30, 2019, we had 249 full-time employees and 8 part-time employees.

 

Item 1A.

Risk Factors

 

Our business, financial condition and results of operations are subject to a number of risk factors, both those that are known to us and identified below and others that may arise from time to time. These risk factors could cause our actual results to differ materially from those suggested by forward-looking statements in this Report and elsewhere, and may adversely affect our business, financial condition or results of operations. If any of these risk factors should occur, moreover, the trading price of our securities could decline, and investors in our securities could lose all or part of their investment in our securities. These risk factors should be carefully considered in evaluating our business.

 

Risks Related to MAM and Our Business

 

We may fail to address risks we face as a growing business, which could adversely affect the implementation of our business plan.

 

We are prone to all of the risks inherent in growing a business. You should consider the likelihood of our future success to be highly speculative in light of the limited resources, problems, expenses, risks and complications frequently encountered by entities at our current stage of development.

 

To address these risks, we must, among other things:

 

implement and successfully execute our business and marketing strategy;

continue to develop new products and upgrade our existing products;

respond to industry and competitive developments;

attract, retain, and motivate qualified personnel; and

obtain equity and debt financing on satisfactory terms and in timely fashion in amounts adequate to implement our business plan and meet our obligations.

 

We may not be successful in addressing these risks and if we do not, our business prospects, financial condition and results of operations would be materially adversely affected.

 

Global market disruptions may adversely affect our business and results of operations.

 

Disruptions in the global credit and financial markets may include diminished liquidity and credit availability, a decline in economic growth and uncertainty about economic stability. These economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities and could impact our growth expectations as potential and existing customers could delay decisions to purchase or upgrade their systems. We are unable to predict the occurrence and severity of these disruptions in the credit and financial markets and adverse global economic conditions and their potential impact on our business, which could materially adversely affect us.

 

 

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Political and economic uncertainty arising from a majority of voters approving a referendum for the United Kingdom to exit the European Union could adversely impact our financial results.

 

In June 2016, a majority of voters in the UK elected to withdraw from the European Union (E.U.) in a national referendum (also referred to as “Brexit”). Negotiations are expected to commence to determine the future terms of the UK’s relationship with the E.U. MAM UK represents a significant portion of our revenues and profitability. The announcement of Brexit caused significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the US dollar against the British pound. During periods of a strengthening dollar, our reported international revenues are reduced because the British pound translates into fewer US dollars. The long-term effects of Brexit will depend on any agreements the UK makes to retain access to European markets either during a transitional period or more permanently. Any of the potential effects of Brexit could have unpredictable consequences for credit markets and adversely affect our business, results of operations, and financial performance.

 

Financial difficulties or the bankruptcy of one or more of our major customers could adversely affect our results.

 

Our ability to collect our accounts receivable and future sales depends, in part, on the financial strength of our customers. We grant credit, generally without collateral, to our customers. Consequently, we are subject to credit risk related to changes in business and economic factors throughout the UK, Ireland and NA. In the event customers experience financial difficulty, and particularly if bankruptcy results, our profitability may be adversely impacted by our failure to collect our accounts receivable in excess of our estimated allowance for uncollectible accounts. Additionally, our future revenues could be reduced by the loss of a customer due to bankruptcy. Our failure to collect accounts receivable and/or the loss of one or more major customers could have an adverse effect on our net income and financial condition.

 

We may fail to successfully develop, market and sell our products.

 

To achieve profitable operations, we, along with our subsidiaries, must continue successfully to improve, market and sell existing products and develop, market and sell new products. Our product development efforts may not be successful. The development of new software products is highly uncertain and subject to a number of significant risks. The development cycle - from inception to installing the software for customers - can be lengthy and uncertain. The ability to market the product is unpredictable and may cause delays. Potential products may appear promising at early stages of development, and yet may not reach the market for a number of reasons.

 

We may encounter significant financial and operating risks if we grow our business through acquisitions.

 

As part of our growth strategy, we may seek to acquire or invest in complementary or competitive businesses, products or technologies. The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We may allocate a significant portion of our available working capital to finance all or a portion of the purchase price relating to possible acquisitions. Any future acquisition or investment opportunity may require us to obtain additional financing to complete the transaction. The anticipated benefits of any acquisitions may not be realized. In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets, any of which could materially adversely affect our operating results and financial position. Acquisitions also involve other risks, including entering markets in which we have no or limited prior experience.

 

We operate in a highly competitive environment, and our competitors may gain market share in the markets for our products that could adversely affect our business and cause our revenues to decline.

 

We operate in intensely competitive markets that experience rapid technological developments, changes in industry standards, changes in customer requirements and frequent new product introductions and improvements. If we are unable to anticipate or react to these competitive challenges or if existing or new competitors gain market share in any of our markets, our competitive position could weaken and we could experience a decline in our sales that could adversely affect our business and operating results. To compete successfully, we must maintain an innovative research and development effort to develop new products and services and enhance existing products and services, effectively adapt to changes in the technology or product rights held by our competitors, appropriately respond to competitive strategies and effectively adapt to technological changes and changes in the ways that our information is accessed, used and stored within our markets. If we are unsuccessful in responding to our competitors or to changing technological and customer demands, our competitive position and our financial results could be adversely affected.

 

 

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The prices we charge for our products may decrease as a result of competition and our revenues could decrease as a result.

 

We face potential competition from many competitors and increased competition may have a negative impact on our future revenues and financial condition. In addition, there are very large software companies, including Microsoft Corporation, Oracle Corporation and SAP AG which supply ERP and SCM products to our target market of small to medium-sized businesses servicing the automotive aftermarket. There can be no assurance that these companies will not develop or acquire a competitive product or service in the future. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes may reduce margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably impact pricing for both our on-premise enterprise software business and our cloud business, as well as overall demand for our on-premise software product and service offerings, which could reduce our revenues and profitability. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our product or support pricing. Any broad-based change to our prices and pricing policies could cause our revenues to decline or be delayed as our sales force implements and our customers adjust to the new pricing policies.

 

Our success depends upon our ability to develop new products and services, integrate acquired products and services and enhance our existing products and services. 

 

Rapid technological advances, changing delivery models and evolving standards in computer hardware and software development and communications infrastructure, changing and increasingly sophisticated customer needs and frequent new product introductions and enhancements characterize the industries in which we compete. If we are unable to develop new or sufficiently differentiated products and services, enhance and improve our product offerings and support services in a timely manner or position and price our products and services to meet demand, customers may not purchase or subscribe to our software, hardware or cloud offerings or renew software support, hardware support or cloud subscriptions contracts. Renewals of these contracts are important to the growth of our business. In addition, we cannot provide any assurance that the standards on which we choose to develop new products will allow us to compete effectively for business opportunities in emerging areas.

 

We have continued to refresh and release new offerings of our cloud and on-premise products and services, including our SaaS and DaaS and related offerings. Our business may be adversely affected if:

 

we do not continue to develop and release these or other new or enhanced products and services within the anticipated time frames;

there is a delay in market acceptance of a new, enhanced or acquired product line or service;

there are changes in IT trends that we do not adequately anticipate or address with our product development efforts; or

we fail to adequately integrate, support or enhance acquired product lines or services.

 

We depend on proprietary know-how to develop and protect our technologies and products, which rights may not offer us sufficient protection.

 

The software industry places considerable importance on obtaining intellectual property protection for new technologies, products and processes. Our success will depend on our ability to obtain and enforce protection for products that we develop, preserve the confidentiality of our trade secrets and operate without infringing the proprietary rights of third parties.

 

We rely upon trade secret protection for our confidential and proprietary information. Others may independently develop substantially equivalent proprietary information and techniques or gain access to our trade secrets or disclose our technology. We may not be able to meaningfully protect our trade secrets which could limit our ability to exclusively produce products.

 

We require our employees, consultants, and parties to collaborative agreements to execute confidentiality agreements upon the commencement of employment or consulting relationships or collaboration with us. These agreements may not provide meaningful protection of our trade secrets or adequate remedies in the event of unauthorized use or disclosure of confidential and proprietary information.

 

We may not receive significant revenues from our current research and development efforts for several years, if at all.

 

Developing software, cloud and hardware offerings is expensive and the investment in the development of these offerings often involves a long return on investment cycle. An important element of our business strategy is to continue to make meaningful investments in research and development and related product and service opportunities through internal investments. Accelerated product and service introductions and short software and services life cycles may require high levels of expenditures for research and development that could adversely affect our operating results if not offset by meaningful and sustained revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we are not certain as to whether we will receive significant revenues from these investments for several years, if at all.

 

 

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If we become subject to adverse claims alleging infringement of third-party proprietary rights, we may incur unanticipated costs and our competitive position may suffer.

 

We are subject to the risk that we are infringing on the proprietary rights of third parties. Although we are not aware of any infringement by our technology on the proprietary rights of others and are not currently subject to any legal proceedings involving claimed infringements, we cannot assure that we will not be subject to such third-party claims, litigation or indemnity demands and that these claims will not be successful. If a claim or indemnity demand were to be brought against us, it could result in costly litigation or product shipment delays or force us to stop selling such product or providing such services or to enter into royalty or license agreements.

 

Our software and information services could contain design defects or errors which could affect our reputation, result in significant costs to us and impair our ability to sell our products.

 

Despite testing prior to the release and throughout the lifecycle of a product or service, our offerings sometimes contain coding or similar errors (commonly referred to as “bugs”) that can impact their function, performance and security, and result in other negative consequences. The detection and correction of any errors in released software or cloud offerings can be time consuming and costly. Errors in our product or services offerings could affect their ability to properly function or operate with other products or services utilized by a customer, could delay the development or release of new products or services or new versions of products or services, could create security vulnerabilities in our products or services, and could adversely affect market acceptance of our products or services. This includes third-party software products or services incorporated into our own. If we experience errors or delays in releasing our offerings or new versions thereof, our sales could be affected and revenues could decline. Customers rely on our offerings and services to run their businesses and errors in our product or service offerings could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.

 

If we lose key management or other personnel our business could suffer.

 

We are highly dependent on the principal members of our management staff. We also rely on consultants and advisors to assist us in formulating our development strategy. Our success also depends upon retaining key management and technical personnel, as well as our ability to continue to attract and retain additional highly qualified personnel. We may not be successful in retaining our current personnel or hiring and retaining qualified personnel in the future. If we lose the services of any of our management staff or key technical personnel, or if we fail to continue to attract qualified personnel, our ability to acquire, develop or sell products would be adversely affected.

 

Our management and internal systems might be inadequate to handle our potential growth.

 

Our success will depend in significant part on the expansion of our operations and the effective management of growth. This growth will place a significant strain on our management and information systems and resources and operational and financial systems and resources. To manage future growth, our management must continue to improve our operational and financial systems and expand, train, retain and manage our employee base. Our management may not be able to manage our growth effectively. If our systems, procedures, controls, and resources are inadequate to support our operations, our expansion would be halted and we could lose our opportunity to gain significant market share. Any inability to manage growth effectively may harm our ability to institute our business plan.

 

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

 

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, on our network. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, disrupt our operations and the services we provide to customers, and damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our operating margins, revenues and competitive position.

 

We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any future breaches of our systems.

 

 

11

 

 

We have insurance coverage for the services we offer. However, a claim for damages may be made against us regardless of our responsibility for the failure, which could expose us to liability.

 

We provide business management solutions that we believe are critical to the operations of our customers’ businesses and provide benefits that may be difficult to quantify. Any failure of a customer’s system installed or of the services offered by us could result in a claim for substantial damages against us, regardless of our responsibility for the failure. Although we attempt to limit our contractual liability for damages resulting from negligent acts, errors, mistakes or omissions in rendering our services, we cannot assure you that the limitations on liability we include in our agreements will be enforceable in all cases, or that those limitations on liability will otherwise protect us from liability for damages. In the event that the terms and conditions of our contracts which limit our liability are not sufficient, we have insurance coverage. This coverage of approximately $10 million in the aggregate in the UK and in NA insures the business for negligent acts, error or omission, failure of the technology services to perform as intended, and breach of warranties or representations. It also insures the services that we supply including, web services, consulting, analysis, design, installation, training, support, system integration, the manufacture, sale, licensing, distribution or marketing of software, the design and development of code, software and programming and the provision of software applications as a service, rental or lease. However, there can be no assurance that our insurance coverage will be adequate or that coverage will remain available at acceptable costs. Successful claims brought against us in excess of our insurance coverage could seriously harm our business, prospects, financial condition and results of operations. Even if not successful, large claims against us could result in significant legal and other costs and may be a distraction to our senior management.

 

Because we have international operations, we will be subject to risks of conducting business in foreign countries.

 

International operations constitute a significant part of our business, and we are subject to the risks of conducting business in foreign countries, including:

 

difficulty in establishing or managing distribution relationships;

different standards for the development, use, packaging and marketing of our products and technologies;

our ability to locate qualified local employees, partners, distributors and suppliers;

the potential burden of complying with a variety of foreign laws and trade standards; and

general geopolitical risks, such as political and economic instability, changes in diplomatic and trade relations, and foreign currency risks and fluctuations.

 

No assurance can be given that we will be able to positively manage the risks inherent in the conduct of our international operations or that such operations will not have a negative impact on our overall financial operations.

 

Risks Related to our Common Stock

 

Our insiders and affiliated parties beneficially own a significant portion of our common stock.

 

As of the date of hereof, our executive officers, directors and affiliated parties beneficially own approximately 51% of our common stock. As a result, our executive officers and affiliated parties will have significant influence to:

 

elect or defeat the election of our directors;

amend or prevent amendment of our certificate of incorporation, as amended, or bylaws;

effect or prevent a merger, sale of assets or other corporate transaction; and

affect the outcome of any other matter submitted to the stockholders for vote

 

In addition, any sale of a significant amount of our common stock held by our directors and executive officers, or the possibility of such sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce the price of our common stock or prevent our stockholders from realizing any gains from our common stock.

 

Additional issuances of securities will dilute your stock ownership and could affect the price of our common stock.

 

As of September 26, 2019, there were 12,672,132 shares of our common stock issued and 12,624,973 shares of our common stock outstanding. Our certificate of incorporation, as amended, authorizes the issuance of an aggregate of 18,000,000 shares of common stock and 2,000,000 shares of preferred stock, on such terms and at such prices as our board of directors may determine. These shares are intended to provide us with the necessary flexibility to undertake and complete plans to raise funds if and when needed. In addition, we may pursue acquisitions that could include issuing equity, although we have no current arrangements to do so. Any such issuances of securities would have a dilutive effect on current ownership of MAM stock. The market price of our common stock could fall in response to the sale or issuance of a large number of shares, or the perception that sales of a large number of shares could occur.

 

 

 

12

 

 

The market for our common stock is limited and you may not be able to sell your common stock.

 

Our common stock is currently listed on the NASDAQ Capital Market. The market for purchases and sales of our common stock is limited and therefore the sale of a relatively small number of shares could cause the price to fall sharply. Accordingly, it may be difficult to sell shares quickly without significantly depressing the value of our common stock. Unless we are successful in developing continued investor interest in our common stock, sales of our common stock could continue to result in major fluctuations in the price of our common stock.

 

The price of our common stock is likely to be volatile and subject to fluctuations.

 

The market price of the securities of software companies has been especially volatile. Additionally, the lack of trading volume for our common stock may cause the market price of our common stock to be subject to fluctuations. If our revenues do not grow or grow more slowly than we anticipate, or, if operating or capital expenditures exceed our expectations and cannot be adjusted accordingly, or if some other event adversely affects us, the market price of our common stock could decline. If the stock market in general experiences a loss in investor confidence or otherwise fails, the market price of our common stock could fall for reasons unrelated to our business, results of operations and financial condition. The market price of our common stock also might decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

 

Our charter documents and Delaware law could prevent a takeover that our stockholders consider favorable and could also reduce the market price of our common stock.

 

Our certificate of incorporation, as amended, and our bylaws contain provisions that could delay or prevent a change in control of MAM. These provisions could also make it more difficult for our stockholders to elect directors and take other corporate actions. These provisions include:

 

authorizing our board of directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;

limiting the persons who may call special meetings of our stockholders; and

requiring advance notification of stockholder nominations and proposals.

 

In addition, the provisions of Section 203 of the Delaware General Corporation Law govern us. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time without the consent of our board of directors.

 

These and other provisions in our certificate of incorporation, as amended, our bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.

 

If we are not able to comply with the applicable continued listing requirements or standards of the NASDAQ Capital Market, NASDAQ could delist our common stock.

 

Our common stock is currently listed on the NASDAQ Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards.

 

In the event that our common stock is delisted from the NASDAQ Capital Market and is not eligible for quotation on another market or exchange, trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities, such as the Pink Sheets or the OTC Markets. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.

 

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our common stock adversely, our share price and trading volume could decline.

 

The trading market for our shares of common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

 

 

13

 

 

We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future, and any return on investment may be limited to potential future appreciation on the value of our common stock.

 

We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends on our shares of common stock in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including without limitation, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. To the extent we do not pay dividends, our shares of common stock may be less valuable because a return on investment will only occur if and to the extent our stock price appreciates, which may never occur. In addition, investors must rely on sales of their common stock after price appreciation as the only way to realize their investment, and if the price of our common stock does not appreciate, then there will be no return on investment. Investors seeking cash dividends should not purchase our common stock.

 

Item 1B.

Unresolved Staff Comments

 

Not applicable.

 

Item 2.

Properties

 

Our corporate offices are located at Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, Pennsylvania 19422.

 

MAM NA’s headquarters are located at Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, Pennsylvania 19422 and its telephone number is (610) 336-9045. The Blue Bell, Pennsylvania office is approximately 9,000 square feet in size and is leased for an approximate monthly cost of $14,000.

 

MAM NA also has an office at 1320 Hausman Road, Suite 101, Allentown, Pennsylvania, 18104 and its telephone number is (610) 336-9045. The Allentown, Pennsylvania office is approximately 3,500 square feet in size and is leased for an approximate monthly cost of $5,100.

 

MAM Ltd. has three offices. Its headquarters are located at Maple Park, Maple Court, Tankersley, S75 3DP, UK. The Tankersley telephone number is 0-11-44-122-635-2900. It also has a regional office at 15 Duncan Close, Red House Square, Moulton Park, Northampton, NN3 6WL, UK. The Northampton telephone number is 44-160-449-4001. It has a second regional office at Leanne Business Centre, Sandford Lane, Wareham, Dorset, BH20 4DY, UK. The Wareham telephone number is 44-192-955-0922. MAM Ltd. leases approximately 15,250 square feet at its Tankersley office at a monthly cost of approximately $18,900. It leases approximately 1,200 square feet at its Northampton office at a monthly cost of approximately $1,100 and approximately 700 square feet at its Wareham office at a monthly cost of approximately $700.

 

Origin is located at 130 Aztec, Aztec West, Bristol, BS32 4UB, UK and its telephone number is 44-145-462-9609. The office is approximately 260 square feet in size and is leased for an approximate monthly cost of $2,300.

 

Item 3.

Legal Proceedings

 

Although there are no pending material legal proceedings against us, from time to time, we may become involved in legal proceedings, lawsuits, claims and regulations in the ordinary course of our business.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

14

 

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock is traded on the NASDAQ Capital Market under the symbol “MAMS.”

 

The following table shows the range of high and low bids per share of our common stock as reported by the NASDAQ Capital Market for the fiscal year periods indicated. Such market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.  

 

 

   

2018

 
   

High

   

Low

 

1st Quarter ended September 30, 2017

  $ 7.85     $ 6.11  

2nd Quarter ended December 31, 2017

  $ 9.42     $ 7.05  

3rd Quarter ended March 31, 2018

  $ 7.88     $ 6.73  

4th Quarter ended June 30, 2018

  $ 9.26     $ 7.60  

 

   

2019

 
   

High

   

Low

 

1st Quarter ended September 30, 2018

  $ 8.74     $ 7.00  

2nd Quarter ended December 31, 2018

  $ 8.80     $ 6.68  

3rd Quarter ended March 31, 2019

  $ 8.91     $ 6.53  

4th Quarter ended June 30, 2019

  $ 10.75     $ 8.30  

 

Holders

 

As of September 26, 2019, there were 12,624,973 shares outstanding and approximately 324 holders of record of our shares. Because shares of our common stock are held by depositories, brokers, and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record. Our transfer agent and registrar is Corporate Stock Transfer, whose address is 3200 Cherry Creek Drive South, Denver, Colorado 80209.

 

Dividends

 

We have never declared or paid dividends on our common stock, and our board of directors does not intend to declare or pay any dividends on our common stock in the foreseeable future. Our earnings are expected to be retained for use in expanding our business. The declaration and payment in the future of any cash or stock dividends on our common stock will be at the discretion of our board of directors and will depend upon a variety of factors, including our future earnings, capital requirements, financial condition and such other factors as our board of directors may consider to be relevant from time to time.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

Reference is made to “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Securities Authorized for Issuance under Equity Compensation Plans” for the information required by this item.

 

Recent Sales of Unregistered Securities 

 

None.

 

Item 6.

Selected Financial Data

 

We are not required to provide the information required by this Item 6 as we are a smaller reporting company.

 

15

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of the results of operations and financial condition is for the fiscal years ended June 30, 2019 and 2018, and should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Report.

 

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, “Cautionary Note Regarding Forward-Looking Statements” and “Business” sections in this Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Unless the context indicates or requires otherwise, (i) the terms “MAM,” “we,” “our,” “ours,” and “us” refer to MAM Software Group, Inc. and its principal operating subsidiaries; (ii) the term “MAM Ltd.” refers to MAM Software Limited; (iii) the term “MAM NA” refers to MAM Software, Inc.; (iv) the term “Origin” refers to Origin Software Solutions, Ltd.; and (v) the term “MAM UK” collectively refers to MAM Ltd. and Origin;

  

Overview

 

MAM Software Group, Inc. is a leading provider of cloud-based business and on-premise management solutions for the auto parts, tires and vertical distribution industries. We have a broad line of software solutions and services to address the information technology (“IT”) needs of virtually every significant sector of the automotive aftermarket in the United Kingdom (“UK”) and Ireland (collectively referred to as the “UK Market”) and North America (“NA”), which includes the United States of America (“US”) and Canada (collectively referred to as the “NA Market”), and are seeking to leverage this position into new geographic territories and industry verticals.

 

Our revenues and income are derived primarily from the sale of business management software, data, ecommerce solutions and services and support. For MAM UK, we also earn a percentage of our revenue and income from the sale of hardware systems to clients. During the year ended June 30, 2019, we generated revenues of $37.7 million and had net income of $3.7 million; 64% of these revenues came from the UK Market.

 

We are headquartered in Blue Bell, Pennsylvania and maintain additional offices for our NA Market operations in Allentown, Pennsylvania, and for our UK Market operations, in Tankersley, Northampton, Wareham and Bristol, UK. The software that we sell is Microsoft® Windows® based technology. The three primary market segments that we service in NA cover all of the components of the automotive aftermarket supply chain. The first is “warehouse distribution.” Into this market we sell our Autopart and Warehouse Management System (“WMS”) products to new prospects. Autopart and WMS products enables large warehouses with thousands of stock keeping units (“SKU”) to locate, manage, pack and deliver parts with ease and efficiency. Second, these parts are distributed to the next business in the chain, which is the “jobber” or parts store. Into this market segment we also sell our Autopart product, which manages a jobber’s business (i.e., financial, stock control and order management) but more importantly enables the jobber to quickly identify the parts that the jobber’s client needs, either via the Internet or telephone, so that the correct product for the vehicle on the ramp can be supplied. The third and next segment of the automotive aftermarket supply chain is the tire and auto service businesses, which repair and maintain automobiles. The tire and auto service businesses need systems that enable them to efficiently and simply manage essential business processes, whether as a single entity or multi-location operation. Into this segment we sell our Autowork Online and VAST products. Our Autocat solution is an Internet based parts identification tool and when used in conjunction with OpenWebs™, an electronic trading solution, it allows the three market segments mentioned above to connect to each other to allow electronic ordering to take place in real time both up and down the supply chain. The UK Market differs from that of NA in that it does not have the same number of large warehouse distribution centers. In the UK Market, we sell the Autopart product to the jobber market and we sell Autowork Online to the auto service market. In the UK, we also sell our Autocat solution in conjunction with Autonet, which is the UK equivalent of OpenWebs™.

 

16

 

 

Current Products and Services

 

Meeting the needs of the automotive aftermarket requires offering a combination of business management systems, information products and online services that combine to deliver benefits for all parties involved in the timely repair of a vehicle. Our products and services include:

 

business management systems comprised of our proprietary software applications, implementation and training and third-party hardware and peripherals;

information products, such as an accessible catalog database related to parts, tires, labor estimates, scheduled maintenance, repair information, technical service bulletins, pricing and product features and benefits, which are used by the different participants in the automotive aftermarket;

e-commerce and online services and products that connect manufacturers, warehouse distributors, retailers and automotive service providers via the Internet. These products enable electronic data interchange throughout the automotive aftermarket supply chain among the different trading partners. They also enable procurement and business services to be projected over the Internet to an expanded business audience. Some clients use our information products on their own websites and intranets and some clients use our systems and branded software to obtain relevant and up-to-date information via the Internet; and

customer support and consulting services that provide phone and online support, implementation and training.

 

Need for Technology Solutions

 

A variety of factors drive the automotive market’s need for sophisticated technology solutions, including the following:

 

Inventory Management

 

Auto part suppliers are faced with the challenge of stocking parts that may never be sold. In addition, they deal with a high rate of returns. This strongly suggests that there is substantial inefficiency in the automotive aftermarket supply chain. This inefficiency results in excess inventory carrying costs, logistical costs and the over-production of parts and tires at the manufacturer level. We believe that the combination of business systems software, information products, and connectivity services we offer can assist in overcoming these inefficiencies.

 

Competition

 

In NA, the need for technology solutions has been accelerated by the expansion of large specialty parts retailers such as AutoZone, Inc. and Advance Auto Parts, Inc. and large auto service chains like Monro Muffler Brake, Inc. This expansion has driven smaller competitors to computerize or upgrade their existing systems with more modern business management solutions enabled for information products and online services. Many of the systems used by smaller competitors today are older, character-based or systems developed in-house that have a limited ability to integrate current information products and online services.

 

Volume and Complexity of Information

 

Businesses in the automotive aftermarket manage large volumes of information from numerous sources with complex inter-relationships. There are millions of different SKU available to parts sellers in the product catalogs used by the US automotive aftermarket. Moreover, manufacturers update product information and product prices with increasing frequency as they improve their internal processing and try to keep pace with consumer trends. As a result, most automotive aftermarket businesses require sophisticated inventory management systems, accurate and timely information on parts, tires, and repair delivered through online services to communicate, manage and present this volume of data effectively.

 

Customer Service Requirements

 

Consumer demand for same-day repair service and the need to maintain efficient use of repair bays force automotive service providers to demand prompt and accurate delivery of specific parts and tires from their suppliers. Getting the required product promptly depends on all the parties having access to timely information about product price and availability. To meet these demanding customer service requirements successfully, automotive aftermarket participants need business management systems, product information and online services that enable workers to reliably and accurately transact their business between warehouse distributors, parts stores and automotive service providers.

 

17

 

 

Regional Efficiencies

 

The use and availability of a combination of business management systems, information products and online services has resulted in the development of regional trading networks among auto service providers, stores and warehouse distributors of parts and tires. This enables participants to achieve the efficiencies and customer service levels that are critical to being competitive and successful against the larger retail and service chains in the automotive aftermarket.

 

Plans for Growth

 

We expect growth in the automotive aftermarket will continue to be driven by:

 

gradual growth in the aggregate number of vehicles in use;

an increase in the average age of vehicles in operation;

growth in the total number of miles driven per vehicle per year; and

increased vehicle complexity.

 

We see opportunities to expand the breadth of our customer base within the automotive industry and diversify into new industries with similarly complex needs. We offer tailored business management and distribution software to the wholesale distributor market of the automotive industry. We have also started to expand and diversify our client and product mix in the UK Market to serve the lumber and hardware industries, which we believe have an unmet need for the efficiency offered by our suite of business software solutions and services. Our growth plans include adapting and updating our software products to serve other vertical markets as well as through potential acquisitions. While we have identified these vertical markets for potential growth for our software, our top execution priority remains automotive projects.

 

To date, our management has identified five areas of focus to drive our business. The first area is the continued growth of SaaS revenues derived from delivering our business management software via the “cloud”. At present, many of our customers have our software installed in-house. However, market acceptance of cloud computing for mission critical enterprise applications has become increasingly common in recent years since software can be delivered cost-effectively, reliably, and securely to businesses over the Internet without the need for these businesses to purchase supporting software and hardware for an on-premise system or the need to keep information technology personnel on staff to monitor and upgrade such a system. 

 

We introduced our first subscription-based service solution over the Internet in 2005 in the UK Market, and we began marketing our first cloud system to customers in the NA Market in 2013. Since that time, we have significantly expanded our cloud-based offerings and are offering customers that maintain in-house installations the option to move to our cloud-computing model. While transitioning our MAM UK customers to a cloud computing model results in a decrease in our up-front revenue recognition, we believe that this is a necessary transition and is in the best interests of our customers and our own long-term business prospects as an increasing number of our customers are looking for solutions that are highly functional, easy to use, configurable and fast.

 

To date, Autowork Online, our auto service solution in the UK Market and Autopart Online, our parts store solution, are being delivered in this way. Both products have been developed under the “cloud” computing model. This is where software solutions are made available to end-users via the Internet and does not require them to purchase the software directly, but “rent” it over a fixed period of time. We believe that this will be a growing area in the UK Market and NA Market as businesses continue to look for ways of reducing capital expenditures while maintaining levels of service.

 

Autowork Online was launched in 2010 and as of June 30, 2019 we had 3,063 customers subscribing to this service. A white label version of this product, which is our product rebranded by a different company, is being sold into the NA Market by ALLDATA LLC. Autopart Online was launched in August 2011 in the UK Market and in 2014 in the NA Market. As of June 30, 2019, we had 530 customers subscribing to this service.

 

We have been developing VAST Online, the cloud-based version of our VAST platform and have deployed a final version of this product in fiscal year end 2019. VAST Online has a modern user interface which maintains a familiar workflow that users are comfortable with and will run smoothly on a desktop or tablet. As a cloud hosted solution, software updates and back-ups happen automatically and seamlessly in a secure data center. With its seamless connectivity to MAM's e-commerce solution, shops can instantly see part and tire availability at participating suppliers, and place hot-shot orders directly within a work order. We had been working with Goodyear to deliver a version of VAST Online that began rollout at the end of fiscal year 2019, as their next generation cloud-based point of sale solution. The VAST Online product will be promoted to the wider UK Market and NA Market.

 

The second area of focus is the sales and marketing strategy within the NA Market. MAM NA business will continue to invest in sales and marketing activity to help further expand the MAM brand and build our pipeline in the NA market.

 

18

 

 

The third area of focus relates to our information service, Autocat, an electronic auto parts catalog that uses the DaaS distribution model. MAM centrally hosts and maintains the data, which is accessed by users via MAM's business management software, a standalone desktop application, or web application. Data can also be “consumed” via a web service for integration into B2C websites. Information in Autocat is maintained through verification and standardization process, with updates published daily.

 

In the UK Market, there are in excess of 10,000 end-users (warehouse distributors, parts stores and auto service providers) of our information products, to whom a monthly or annual subscription fee is charged. The majority of those users have Autocat integrated into their business management software. Our management believes having a version of Autocat in the NA Market will help to create interest in our business management software solutions.

The fourth area of focus is to sustain levels of growth in MAM UK by concentrating on vertical markets, which share common issues with that of the automotive market. We have developed a reputation of providing high levels of service and knowledge within the automotive market, and we are now working on replicating this reputation in these additional vertical markets. 

 

The fifth area of focus is the continued investment in research and development that allows us to deliver innovative new solutions and modules in the prior areas of focus. During the year ended June 30, 2019, we continued to invest in the development of VAST Online for the NA Market and introduced a number of enhancements to our existing products which created additional value for existing and prospective customers.

 

Additional Vertical Markets: Plumbing Merchants, Electrical Wholesalers, Builders Merchants and Lumber Merchants

 

We believe that construction-related businesses would benefit from the business management and distribution systems developed by MAM for its customers in the automotive aftermarket. We already have 100 clients in the UK Market operating in the plumbing, building, lumber, and electrical wholesale distribution markets that are using a derivative of MAM's Autopart product, known as “Trader.” We originally moved the Autopart product into these additional vertical markets a number of years ago after being approached by companies operating within these vertical markets that could not find a suitable management solution. To date, these additional vertical markets have made only a limited contribution to the revenues of MAM Ltd.

 

We have been promoting the Trader product to these markets, specifically targeting small and medium sized businesses with revenues of between $500,000 and $10 million. We are, and intend to continue, promoting Trader through a number of channels, direct marketing, advertorials and trade shows. We are also looking to raise awareness of the Trader product by placing advertisements in trade journals and will continue to look to have articles and editorial reviews written about the product and its advantages for those operating within these markets. We have also been targeting small and medium sized businesses within these vertical markets with direct mail pieces such as product fliers, and case studies from the small client base we have in this market. These have then been followed up by MAM’s existing internal sales team to generate qualified leads for the external sales representatives.

 

Given the current opportunities in the automotive market, and the resources required to ensure the successful development and launch of several major projects, exploring additional vertical markets has been a lower strategic priority over the last few years. However, we will continue to monitor the market and explore potential opportunities, including the Trader market in the UK. 

 

Strategic Goals

 

We are looking to increase our share of the NA Market by (i) increasing the sales and marketing presence of our Autopart product, (ii) focusing on the tire and service and repair sector of the market (iii) and establishing Autocat and OpenWebs™ as the e-commerce standard within the automotive market. In the UK Market, we expect to continue to grow our market share through (i) moving our business management software into new vertical markets and (ii) increasing our footprint within the automotive aftermarket.

 

We believe that our successful experience within the automotive market will translate well into other vertical markets that have similarly complex supply chains. By developing specific sales teams with relevant market experience and supporting with them suitable marketing collateral, we believe that over time Trader can become an established product offering in these vertical markets. We plan, at this stage, to focus only on the UK Market for these additional vertical market opportunities.

 

Impact of Currency Exchange Rate

 

Our net revenue derived from sales in currencies other than the US dollar was 64% and 65% for the years ended June 30, 2019 and 2018, respectively. As the US dollar strengthens in relation to the Great Britain Pound (“GBP”), our revenue and income, which is reported in US dollars, is negatively impacted. Changes in the currency values occur regularly and, in some instances, may have a significant effect on our results of operations.

 

19

 

 

Income and expenses of MAM UK are translated at the average exchange rate. The exchange rate for MAM UK’s operating results was US $1.29405 per GBP for the year ended June 30, 2019, as compared to US $1.34709 per GBP for the year ended June 30, 2018.

 

Assets and liabilities of MAM UK are translated into US dollars at the period-end exchange rates. The exchange rate used for translating assets and liabilities of MAM UK was US $1.26904 per GBP at June 30, 2019, as compared to US $1.32029 per GBP at June 30, 2018.

 

Currency translation income (loss) adjustments are accumulated as a separate component of stockholders’ equity, which totaled $(3.8) million and $(3.2) million as of June 30, 2019 and 2018, respectively.

 

Deferred Revenue

 

Quarterly and annual revenues are impacted by the deferral of revenue related to implementation and installation charges for SaaS contracts. The expectation is that there will be a continued shift to the cloud-based version of our products from our perpetual license products and that the associated revenue will shift from being recognized at the time of the transaction to being recognized over the customer life. However, as we will continue to offer perpetual license products, we cannot fully anticipate how revenue will be impacted. As of June 30, 2019, deferred revenue was $3.9 million. 

 

Results of Operations

 

Net Revenues. Our net revenues for the fiscal year ended June 30, 2019 compared with the year ended June 30, 2018 were as follows (dollars in thousands):

 

   

For the Year Ended June 30,

                 

Net Revenues

 

2019

   

2018

   

$ Variance

   

% Variance

 

MAM UK:

                               

Recurring

  $ 21,058     $ 20,497     $ 561       3

%

Non-recurring

    3,159       2,967       192       6

%

Total MAM UK Revenues

  $ 24,217     $ 23,464     $ 753       3

%

                                 

MAM NA:

                               

Recurring

  $ 10,154     $ 9,306     $ 848       9

%

Non-recurring

    3,343       3,007       336       11

%

Total MAM NA Revenues

  $ 13,497     $ 12,313     $ 1,184       10

%

                                 

Total Net Revenues

  $ 37,714     $ 35,777     $ 1,937       5

%

 

Total net revenues increased $1.9 million, which included unfavorable foreign currency exchange rate movements of $1.0 million.

 

Net revenues from our MAM UK operations increased primarily as a result of a $1.4 million increase in recurring revenues as customers continue to migrate to a SaaS platform and growth in DaaS services, and a $0.3 million increase in non-recurring revenues related to custom development projects, offset by a $1.0 million decrease due to unfavorable foreign currency exchange rate movements

 

Net revenues from our MAM NA operations increased for recurring and system sales as a result of overall growth in the market for SaaS and DaaS services.

 

Cost of Revenues. Our cost of revenues for the fiscal year ended June 30, 2019, compared with the year ended June 30, 2018 were as follows (dollars in thousands):

 

   

For the Year Ended June 30,

                 
   

2019

   

2018

   

$ Variance

   

% Variance

 

Cost of Revenues:

                               

MAM UK

  $ 10,065     $ 10,059     $ 6       0

%

MAM NA

    6,678       6,029       649       11

%

Total Cost of Revenues

  $ 16,743     $ 16,088     $ 655       4

%

 

For the year ended June 30, 2019 compared to the same period in the prior year, cost of revenues increased $0.7 million which included favorable foreign currency rate movements of $0.4 million. Increases in costs of services were primarily due to increases in professional services headcount, support headcount and hosting infrastructure to support growth. 

 

20

 

 

Operating Expenses. Our operating expenses for the fiscal year ended June 30, 2019, compared with the year ended June 30, 2018 (dollars in thousands): 

 

   

For the Year Ended June 30,

                 
   

2019

   

2018

   

$ Variance

   

% Variance

 

Operating Expenses:

                               

Research and development

  $ 5,814     $ 4,734     $ 1,080       23

%

Sales and marketing

    3,349       3,458       (109

)

    (3

)%

General and administrative

    6,644       6,366       278       4

%

Depreciation and amortization

    223       237       (14

)

    (6

)%

Total Operating Expenses

  $ 16,030     $ 14,795     $ 1,235       8

%

 

 

Research and Development (“R&D”) Expenses. For the year ended June 30, 2019, compared to the same period in the prior year, R&D expenses increased due to a $1.2 million increase in development resources in order to support new client developments and lower capitalized labor due to completion of certain development projects and $0.2 million in favorable foreign exchange rate currency movements. R&D expenses for the years ended June 30, 2019 and 2018 excluded $0.5 million and $1.5 million, respectively, of capitalized software development costs.

 

Sales and Marketing Expenses. For the year ended June 30, 2019 compared to same period in the prior year, sales and marketing expenses decreased $0.1 million primarily due to lower headcount in the UK and lower commission expense from perpetual sales and favorable foreign exchange rate currency movements.

 

General and Administrative Expenses. For the year ended June 30, 2019 compared to the same period in the prior year, general and administrative expenses increased $0.2 million primarily due to taxes and the acceleration of expense on the vesting of equity compensation awards, offset by favorable foreign exchange rate currency movements.

 

Depreciation and Amortization Expenses. For the year ended June 30, 2019 compared to the same period in the prior year, depreciation and amortization remained relatively consistent.

 

Other Income (Expense). For the year ended June 30, 2019 compared to the same period in the prior year, interest expense remained relatively consistent.

 

Income Taxes. Income taxes decreased $0.4 million due to an income tax expense of $0.9 million for the year ended June 30, 2019, as compared to income tax expense of $1.3 million for the year ended June 30, 2018. The effective tax rate was 19% for the year ended June 30, 2019, as compared to 28% for the year ended June 30, 2018. The decrease in the effective tax rate was primarily due a full year of the lower US federal statutory tax rate at 21% for the year ended June 30, 2019 compared to the blended US federal statutory rate of 28% for the year ended June 30, 2018 and the revaluation of our net deferred tax assets at the lower US federal statutory rate and the one-time repatriation tax on deemed repatriation of historical earnings on our foreign subsidiaries, as per the Tax Cuts and Jobs Act (see Note 5 to the consolidated financial statements included elsewhere herein), in the prior year.

 

 Liquidity and Capital Resources

 

   

June 30,

   

June 30,

 

(in thousands)

 

2019

   

2018

 
                 

Net cash provided by operating activities

  $ 4,547     $ 6,504  

Net cash used in investing activities

    (653

)

    (1,652

)

Net cash used in financing activities

    (2,317

)

    (1,856

)

Effect of exchange rate changes

    (240

)

    (85

)

Net change in cash and cash equivalents

    1,337       2,911  

Cash and cash equivalents at beginning of period

    4,171       1,260  

Cash and cash equivalents at end of period

    5,508       4,171  

 

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For the Year Ended June 30, 2019

 

Net cash provided by operating activities was due to net income of $3.7 million, non-cash adjustments of $1.8 million and negative changes in working capital of $0.9 million.

 

Non-cash adjustments were primarily due to non cash compensation expense of $1.0 million. The negative changes in working capital were primarily due to a decrease in accrued expenses and other liabilities due to the timing of payments and increases in accounts receivable due to the timing of collections and a decrease in taxes payable due timing of corporate tax payments. This decrease to working capital was partially offset by an increase in deferred revenues due primarily to the timing of  annual contracts billed to customers and deferrals of professional services.

 

Net cash used in investing activities was primarily due to capitalized software development costs of $0.5 million, primarily related to the development of VAST Online.

 

Net cash used in financing activities was primarily due to the repayment of long-term debt of $1.8 million.

 

For the Year Ended June 30, 2018

 

Net cash provided by operating activities was due to net income of $3.2 million, non-cash adjustments of $1.8 million and positive changes in working capital of $1.5 million.

 

Non-cash adjustments were primarily attributable to the change in deferred taxes as noted above. The positive changes in working capital were due to an increase in deferred revenue and an increase in payroll taxes related to the vesting of equity compensation awards.

 

Net cash used in investing activities was primarily due to capitalized software development costs of $1.5 million, primarily related to the development of VAST Online.

 

Net cash used in financing activities was primarily due to the repayment of long-term debt of $1.8 million.

 

Fiscal 2020 Liquidity and Capital Resource Outlook

 

Our principal sources of liquidity are cash on hand, cash generated from operations and our senior credit facility. To date, most of our profits have been generated by MAM UK, but with the introduction of new products and our efforts to grow our MAM NA operations, our current plan anticipates that our MAM NA operations will increase revenue and profit over the next couple of years. We expect to invest in additional sales and marketing staff and to increase our professional services and support staff.

 

On March 2, 2017, we entered into a credit facility (“New Credit Facility”) with Univest Bank and Trust Co. (“Univest”). In connection with the New Credit Facility, the parties entered into ancillary agreements, including a credit agreement, a revolving credit note and a term note (collectively, the “Credit Agreements”). The New Credit Facility allows for borrowings up to $11.5 million consisting of an $8.75 million term loan and a $2.75 million revolver. We used the initial proceeds of the Credit Facility to repay all of our obligations under our Prior Credit Facility. The borrowings under the Credit Agreements bear interest at a variable rate based on either LIBOR Rate (as defined in the “Credit Agreements”) or the Univest Float Rate (as defined in the Credit Agreements), plus an applicable margin of 2.75% to 3.25%, based upon financial covenants. The maturity date under the Credit Agreements is August 1, 2021. Under the terms of the New Credit Facility, we are required to comply with certain loan covenants, which include, but are not limited to, the maintenance of certain financial ratios as well as certain financial reporting requirements and limitations. Our obligations under the New Credit Facility are secured by all of our US assets and are guaranteed by MAM Software Inc. Additionally, we pledged 65% of the stock of MAM Ltd. 

 

We believe our existing cash and cash equivalents balance, the cash expected to be generated from operations, and the borrowings available under our revolving credit facility will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our level of net sales, the timing and extent of expenditures to support our development activities and the continued market acceptance of our products.

 

Working Capital

 

Working capital was improved at June 30, 2019 at $2.6 million, as compared to $0.7 million at June 30, 2018. Working capital included the current portion of long-term debt of $2.1 million and $1.8 million at June 30, 2019 and 2018, respectively, which were primarily related to the development of VAST Online for NA.

 

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Capital Expenditures

 

Capital expenditures for the years ended June 30, 2019 and 2018 were $0.7 million and $1.7 million, respectively. The capital expenditures included capitalized software development costs of $0.5 million and $1.5 million for the years ended June 30, 2019 and 2018, respectively.

 

 Fiscal 2020 Outlook

 

We expect to see continued revenue growth from both our MAM NA and MAM UK operations during fiscal year 2020. We also expect to see continuing improvement in profitability due to the increase in revenue, partially offset by our continued investment in growth initiatives, including R&D.

 

Our growth plan for the UK Market includes expanding our presence in automotive aftermarket and expanding into new vertical markets, including lumber and hardware. Our growth plan for the NA Market is focused on expanding our presence in the automotive aftermarket, including further rolling out our new VAST Online and Autocat products, while also growing our established products, including Autopart.

 

We intend to continue to work at maximizing customer retention by supplying and developing products that streamline and simplify customer operations, thereby increasing their profit margin. We believe that we can continue to grow our customer base through additional sales personnel, targeted media and marketing campaigns and products that completely fit clients’ requirements. We also intend to service existing clients at higher levels and increasingly partner with them so that together we both will achieve our goals.

 

Revenues from MAM UK continue to generate positive cash flows and we continue to see improvements in MAM NA. Our current plans still require us to hire additional professional services, support and sales and marketing staff to support our growth initiatives.

 

We believe our plan will strengthen our relationships with our existing customers and provide new income streams. If we experience negative cash flows, we may be required to borrow more debt or limit our growth plan.

 

Off Balance Sheet Arrangements

 

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationship.

 

Critical Accounting Policies

 

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

 

Fair Value of Financial Instruments

 

Our financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and long-term debt.

 

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Financial assets and liabilities that are re-measured and reported at fair value at each reporting period are classified and disclosed in one of the following three categories:

 

Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities.

Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data.

Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

 

Determining into which category within the hierarchy an asset or liability belong may require significant judgment. We evaluate our hierarchy disclosures each quarter. We believe that the carrying values of all financial instruments, except long-term debt, approximate their fair values due to their nature and respective durations. The carrying value of long-term debt approximates fair value based on borrowing rates currently available to us.

 

We classified our contingent acquisition consideration liability in connection with the acquisition of Origin within the Level 3 category, as factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. At the time of the acquisition, we estimated the fair value of the contingent consideration liability, which consisted of net income based milestones, using assumptions including estimated revenues (based on internal budgets and long-range strategic plans), discount rates, probability of payment and projected payment dates. Any change in these assumptions could result in a significantly higher (lower) fair value measurement. The fair value of the contingent consideration is remeasured each reporting period. The contingent consideration liability totaled $0.4 million and $0.5 million as of June 30, 2019 and June 30, 2018, respectively.

 

Allowance for Doubtful Accounts

 

We maintain 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 our best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. We evaluate the collectability of our 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 our customers were to deteriorate, resulting in impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities.

 

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 ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product, and the straight-line method over the remaining estimated economic life (a period of three to ten years) of the product including the period being reported on. 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 our results of operations.

 

Goodwill

 

Goodwill that has an indefinite useful life is not amortized but rather are tested at least annually for impairment. Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level, which generally represents operations one level below the segments reported by us.

 

24

 

 

Long-Lived Assets

 

Our 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 the long-lived asset can be recovered through projected undiscounted future cash flows over its remaining life. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management. At June 30, 2019, management believed there was no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for our products and services will continue, which could result in impairment of long-lived assets in the future.

 

Revenue Recognition

 

MAM offers its software using the same underlying technology via two primary models: a traditional on-premises licensing model and a cloud-based subscription model. The on-premises model involves the sale or license of software on a perpetual basis to customers who take possession of the software, and install and maintain the software on their own hardware. Under the cloud-based subscription delivery model, MAM provides access to its software on a hosted basis as a service and customers generally do not have the contractual right to take possession of the software.

 

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 transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract.

 

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 be required to allocate the contract’s transaction price to each performance obligation using its best estimate for the SSP. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed fiscal year to determine the range of selling prices applicable to a distinct good or service.

 

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 to 60 months. The Company generally invoices its customers in monthly installments and typical payment terms provide that customers make payment within 30 days of invoice.

 

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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 days of invoice.

 

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 to 36 months. Software license updates provide customers with rights to unspecified software product updates, maintenance releases and patches released during the term of the support period on a when-and-if available basis. Product support includes Internet access to technical content, as well as telephone access to technical support personnel. The Company’s customers purchase both product support and license updates when they acquire new software licenses. In addition, a majority of customers renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

 

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 days after invoice.

 

Funded Software Arrangements 

 

The Company may enter into funded software arrangements from time to time. Under such arrangements, revenue recognition will not commence until final delivery and/or acceptance of the product.  When a contract contains multiple performance obligations, if the performance obligations are distinct, revenue is recorded as each obligation has been fulfilled.  If the performance obligations are not distinct, the Company will recognize the entire arrangement fee ratably commencing at the time of final delivery and/or acceptance through the end of the service period in the arrangement.

  

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  

 

 

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Significant Judgments

 

More judgments and estimates are required under Topic 606 than were required under Topic 605. Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.

 

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 directly observable because the Company does not sell the license, product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. In making these judgments, the Company analyzes various factors, including its pricing methodology and consistency, size of the arrangement, length of term, customer demographics and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers.

 

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 arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as a single arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.

 

Cost of Revenues

 

Cost of revenues primarily consists of expenses related to delivering our service and providing support, amortization expense associated with capitalized software related to our services and acquired developed technologies and certain fees paid to various third parties for the use of their technology, services and data. Included in costs of revenues are cost of professional services, which consists primarily of employee-related costs associated with these services, the cost of subcontractors, certain third-party fees, and allocated overhead.

 

As we continue to invest in new products and services, the amortization expense associated with these capitalizable activities will be included in cost of revenues. Additionally, as we enter into new contracts with third parties for the use of their technology, services or data, or as our sales volume grows, the fees paid to use such technology or services may increase. The timing of these additional expenses will affect our cost of revenues, both in terms of absolute dollars and as a percentage of revenues, in the affected periods.

 

Stock-Based Compensation

 

For valuing stock options awards, we have elected to use the Black-Scholes Merton option pricing valuation model (“Black-Scholes”). For the expected term, we use a simple average of the vesting period and the contractual term of the option. Volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of the option. For volatility we consider our own volatility as applicable for valuing its options and warrants. Forfeitures are accounted for prospectively as they are incurred. 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; we currently have no plans to pay dividends.

 

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.

 

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Comprehensive Income 

 

Comprehensive income includes all changes in equity (net assets) during the period from non-owner sources. For the years ended June 30, 2019 and June 30, 2018, the components of comprehensive income consisted of foreign currency translation gains (losses).

 

Recent Accounting Pronouncements

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This update simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the new guidance, an entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for the Company for the fiscal year ending June 30, 2021. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-04 to have a significant impact on its consolidated financial statements. 

 

In February 2016, the FASB issued ASU 2016-02, “Leases.”  The update requires lessees to present right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and will be effective for the Company in its first quarter of fiscal year 2020. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption of ASU 2016-02.

 

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

We are not required to provide the information required by this Item 7A as we are a smaller reporting company.

 

Item 8.

Financial Statements and Supplementary Data

 

The consolidated financial statements, notes to the consolidated financial statements and report of MAM’s independent registered public accounting firm required to be filed in response to this Item 8 begin on page F-1.

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as amended (the “Exchange Act”), as of June 30, 2019. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

 

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Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2019 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of June 30, 2019.

 

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by MAM's independent registered public accounting firm as we are a smaller reporting company and not required to provide the report. 

 

Inherent Limitations on Internal Control

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in MAM’s internal control over financial reporting in our fourth fiscal quarter of the fiscal year ended June 30, 2019 covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.

Other Information

 

On August 30, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kerridge and Chickadee Holdings Inc., a Delaware corporation and wholly-owned indirect subsidiary of Kerridge (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Kerridge (the “Merger”).

 

Pursuant to the Merger Agreement, upon the closing of the Merger (the “Closing”), each share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (other than shares of treasury stock owned by each of the Company, Kerridge or Merger Sub, shares owned by any other subsidiary of Kerridge or the Company or shares with respect to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware) will be converted into the right to receive $12.12 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). Each Company option outstanding immediately prior to the effective time of the Merger, whether or not then vested or exercisable, will be cancelled and converted into the right to receive, for each share of Company common stock subject to such stock option, an amount in cash, without interest, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such option. Each share of Company restricted stock outstanding immediately prior to the effective time of the Merger will vest and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration. Additionally, the right of each participant of each of the Company’s employee stock purchase plans (each, a “Company ESPP”) to purchase shares of Common Stock under each such Company ESPP will terminate as of the date of the Merger Agreement and all amounts allocated to each such participant’s account under each such Company ESPP will be returned to each such participant.

 

The consummation of the Merger is subject to customary closing conditions, including, without limitation, (i) receiving the approval of holders of a majority of the voting power of the outstanding Common Stock, which approval was effected after execution of the Merger Agreement, by written consent of the Principal Stockholders (as defined below) (the “Written Consent”), (ii) the absence of legal restraints preventing the consummation of the Merger, (iii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement), (iv) subject to certain qualifications, the accuracy of representations and warranties of the Company, Kerridge and Merger Sub, (v) the performance in all material respects of the obligations of the Company, and (iv) the passing of twenty (20) days from the date on which the Company mails to the Company’s stockholders the information statement in definitive form.

 

The Merger Agreement contains certain customary covenants, including covenants providing (i) for each of the parties thereto to use their reasonable best efforts to cause the Merger and the other transactions contemplated by the Merger Agreement to be consummated and (ii) for the Company to carry on its business in the ordinary course in all material respects during the interim period between the execution of the Merger Agreement and the completion of the Merger.

 

The Merger Agreement contains customary termination rights for the parties thereto, including, among other things, the right to terminate in the event that the Merger has not been consummated on or before November 29, 2019. Additionally, depending upon specified circumstances set forth in the Merger Agreement, (i) the Company has agreed to pay to Kerridge a termination fee equal to $3,100,000, including in connection with a termination of the Merger Agreement by the Company in order to enter into a Superior Proposal (as defined in the Merger Agreement), and (ii) Kerridge has agreed to pay to the Company a termination fee equal to $8,400,000. 

 

On August 30, 2019, following execution of the Merger Agreement, holders of an aggregate of 6,385,657 shares of Common Stock(collectively, the “Principal Stockholders”), which shares constituted approximately 50.58% of the voting power of the outstanding shares of the Common Stock, executed and delivered the Written Consent approving and adopting the Merger Agreement. No further approval of the Company’s stockholders is required to adopt the Merger Agreement. Following delivery of the Written Consent, pursuant to the terms of the Merger Agreement, the Company may not engage in any further discussions or solicitations regarding the potential acquisition of the Company by any third party, and the Company has no ability to terminate the Merger Agreement in order to enter into an alternative transaction. The foregoing description of the Written Consent does not purport to be a complete description and is qualified in its entirety by reference to the Written Consent, the form of which is attached to the Merger Agreement as Exhibit C.

 

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PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

DIRECTORS

 

Name of Director

 

Age

 

Director Since

Michael G. Jamieson

    52  

February 2010

Dwight B. Mamanteo

    50  

March 2007

Frederick G. Wasserman

    65  

July 2007

W. Austin Lewis IV

    43  

January 2009

Peter H. Kamin

    57  

May 2012

 

Michael G. Jamieson was appointed to the Board and to the position of interim Chief Executive Officer in February 2010. He became the Company’s Chief Executive Officer in June 2010. Mr. Jamieson previously served as Chief Operating Officer and a director of the Company from December 2005 to March 2007. Mr. Jamieson has served as Managing Director of MAM’s subsidiary, MAM Software Limited, since 2004. Mr. Jamieson joined MAM Ltd. in 1991 in its installation and configuration department and held a number of positions within MAM Ltd.’s implementation and support departments until his appointment as Department Manager for Workshop and Bodyshop Systems in 1995. Mr. Jamieson was promoted to the position of Associate Director of Workshop and Bodyshop Systems in 2002 before taking his role as Managing Director of MAM Ltd. in 2004. Mr. Jamieson brings to the Board significant expertise in the automotive aftermarket software industry, as well as experience in international business technology and extensive management and operating experience. Having in excess of 20 years’ experience with the Company, Mr. Jamieson brings unparalleled knowledge of the Company and its operations and an understanding of the markets the Company operates in as well as the challenges to opening up new markets whether in the United States or elsewhere around the world.

 

Dwight B. Mamanteo became a director of the Company on March 1, 2007. Mr. Mamanteo serves as the Chairman of the Company’s Compensation Committee and as a member of the Company’s Corporate Governance and Nominating Committee and Audit Committee. Since November 2004, Mr. Mamanteo has served as a Portfolio Manager at Wynnefield Capital, a private investment management firm. Since October 2018, Mr. Mamanteo has served on the Board of Directors of Cherokee, Inc. (NasdaqGS: CHKE), a global brand marketing platform that manages a growing portfolio of fashion and lifestyle brands across multiple consumer product categories and retail tiers around the world. Mr. Mamanteo serves as the Chairman of the Compensation Committee and as a member of the Nominating and Governance Committee and Audit Committee of Cherokee, Inc. Since January 2014, Mr. Mamanteo has served on the Board of Directors of GlyEco, Inc. (OTCPink: GLYE), a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. Mr. Mamanteo serves as the Chairman of the Board and as a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee of GlyEco, Inc. From June 2013 to October 2014, Mr. Mamanteo served on the Board of Directors of ARI Network Services, Inc. (NasdaqCM: ARIS), a provider of products and solutions that serve several vertical markets with a focus on the outdoor power, power sports, marine, RV, and appliance segments. Mr. Mamanteo served as the Chairman of the Governance Committee and as a member of the Compensation Committee of ARI Network Services, Inc. From March 2012 to April 2012, Mr. Mamanteo served on the Board of Directors of CDC Software Corp. (NasdaqCM: CDCS), a provider of Enterprise CRM and ERP software designed to increase efficiencies and profitability. Mr. Mamanteo served as a member of the Audit Committee of CDC Software Corp. From April 2009 to November 2010, Mr. Mamanteo served on the Board of Directors of EasyLink Services International Corporation (NasdaqCM: ESIC), a leading global provider of on-demand electronic messaging and transaction services that help companies optimize relationships with their partners, suppliers, customers and other stakeholders. From December 2007 to November 2008, Mr. Mamanteo served on the Board of Directors and as the Chairman of the Board of PetWatch Animal Hospitals, Inc. (a private company), a provider of primary care and specialized services to companion animals through a network of fully owned veterinary hospitals. From September 2005 to November 2007, Mr. Mamanteo served on the Board of Directors of Sherpa Service Corps, Inc. (a private company), a service provider enabling subscribing institutions to accelerate academic and other institutions’ enrollment of international students and facilitating the institutions’ compliance with federal statutory obligations. Prior to joining Wynnefield Capital, Mr. Mamanteo worked in the field of technology for over 10 years in various positions for BEA Systems, VISA International, Ericsson, UNISYS, and as an independent consultant. Mr. Mamanteo received an M.B.A. from the Columbia University Graduate School of Business and a B. Eng. in Electrical Engineering from Concordia University (Montreal). Mr. Mamanteo brings to the Board valuable business and finance experience, particularly the experience of a professional who has had experience in other industries by virtue of his investing experience, as well as related operational experience gained in technology companies such as BEA, Ericsson and UNISYS.

 

 

30

 

 

Frederick G. Wasserman became a director of the Company on July 17, 2007 and was named as Chairman of the Board of Directors on June 29, 2016. Mr. Wasserman is President of FGW Partners, LLC, a financial management consulting firm he started, effective as of May 1, 2008. From January 2007 through April 2008, Mr. Wasserman provided financial management consulting services as a sole proprietor. He also brings 13 years of public accounting experience, most notably work with each of Coopers & Lybrand and Eisner & Company. Mr. Wasserman also serves as a director for the following companies: Tapimmune, Inc. (Chairman of the Nominating and Governance Committee, and Member of the Audit Committee), DLH Holdings Corp. (Chairman - Board of Directors) and SMTC Corporation (Chairman of the Audit Committee and Member of the Compensation Committee). From October 2013 to September 2016, Mr. Wasserman served on the Board of Directors of National Holdings, Inc. (which acquired Gilman + Ciocia, Inc. on October 15, 2013) (Member - Audit Committee; Co-Chair - Strategy Committee). From September 2007 to December 2015, he served on the Board of Directors of Breeze-Eastern Corporation (Chairman - Audit Committee; Compensation Committee). From December 2006 to August 2010, Mr. Wasserman served on the Board of Directors of Allied Defense Group (Member - Audit Committee, Ethics and Governance Committee). From July 2007 to August 2010, he served on the Board of Directors of Crown Crafts, Inc. Mr. Wasserman received a Bachelor of Science degree in Economics from the University of Pennsylvania’s Wharton School and has been a Certified Public Accountant. Mr. Wasserman brings strong management and public company board experience to the Board which enable him to assure best management practices throughout the Company. In addition, his experience as a chief financial officer and/or financial consultant at several companies is an invaluable resource for the Board and the Company.

 

W. Austin Lewis IV was appointed to the Board on January 27, 2009. Mr. Lewis serves as Chairman of the Audit Committee and as a member of the Compensation Committee and the Corporate Governance and Nominating Committee of the Company. He currently serves as Chief Financial Officer and a director of Paid, Inc., an Internet e-commerce company, as well as the Chief Executive Officer of Lewis Asset Management Corp., an investment management company headquartered in New York City which he founded in 2004. From 2003 to 2004, Mr. Lewis was employed at Puglisi & Company, a New York based broker-dealer registered with FINRA, where he served as a registered representative and managed individual client accounts, conducted due diligence for investment banking activities and managed his own personal account. In 2002, Mr. Lewis co-founded Thompson Davis, & Company, Inc., a registered broker-dealer headquartered in Richmond, Virginia. From 1998 to 2002, Mr. Lewis was employed by Branch Cabell and Company, Inc. in Richmond, Virginia (“Branch Cabell”) where he was a registered representative. Following the November 2000 acquisition of Branch Cabell by Tucker Anthony Incorporated (“Tucker Anthony”), Mr. Lewis served as a Vice-President for Tucker Anthony and subsequently RBC Dain Rauscher, Inc. which acquired Tucker Anthony in August 2001. Mr. Lewis received his Bachelor of Science degree in Finance and Financial Economics from James Madison University in 1998. Mr. Lewis brings to the Board significant experience as an early-stage investor, principally in the information technology industry through his position as Chief Executive Officer of Lewis Asset Management. In addition, his experience in several facets of the financial industry provides him with a unique perspective on the opportunities and challenges facing early stage companies.

 

Peter H. Kamin was appointed to the Board on May 18, 2012. Mr. Kamin is the Chairman of the Corporate Governance and Nominating Committee and serves as a member of the Compensation Committee and the Audit Committee of the Company. Mr. Kamin is the founder and Managing Partner of 3K Limited Partnership (“3K”). For the 11 years preceding the formation of 3K, Mr. Kamin was a founding member and Managing Partner of ValueAct Capital. Prior to founding ValueAct Capital in 2000, Mr. Kamin founded and managed Peak Investment L.P. Peak was a limited partnership, organized to make investments in a select number of domestic public and private companies. Mr. Kamin is presently Chairman of the Board of Directors of Tile Shop Holdings, a Director of Insurance Auto Auctions, Inc., as well as Chairman of several privately held companies. Mr. Kamin has previously served as a director of a number of public and privately held companies. Mr. Kamin holds a B.A. from Tufts University and an M.B.A. from Harvard’s Graduate School of Business. Mr. Kamin brings to the Board valuable business and finance expertise due to his significant experience as a director of publicly held companies and his substantial experience as an investor.

 

 

INFORMATION ABOUT OUR EXECUTIVE OFFICERS 

 

Our executive officers are:

 

Name

 

Age

 

Position

Michael G. Jamieson 

 

52 

 

Chief Executive Officer and Director 

Brian H. Callahan

 

48 

 

Chief Financial Officer

Lee Broad 

 

46 

 

Chief Technology Officer 

 

31

 

 

Biographical information about Michael G. Jamieson appears above.

 

Brain H. Callahan was appointed as our Chief Financial Officer on October 19, 2015. Mr. Callahan has served as a senior executive financial officer of public companies and has over 20 years of experience in the areas of accounting and finance. Prior to joining the Company, Mr. Callahan served as Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer of Alteva, Inc., a publicly traded cloud-based communications company, from August 2012 to October 2015. From April 1998 to August 2012, Mr. Callahan held several positions of increasing responsibility, including his last leadership position of Senior Vice President of Finance, Accounting and Treasury, at Expert Global Solutions, Inc., a global provider of business process outsourcing services. From August 1994 to April 1998, Mr. Callahan was employed at Coopers & Lybrand L.L.P., an accounting firm. Mr. Callahan received a Bachelor of Science in Accounting from Drexel University, located in Philadelphia, Pennsylvania, and received his license (currently inactive) as a certified public accountant (CPA) in Pennsylvania.

 

 

Lee Broad was appointed as our Chief Technology Officer on July 1, 2013. Mr. Broad served as Director of Technical Development for MAM’s subsidiary, MAM Software Limited, from April 2004 to June 2013 and was the Software Development Manager from May 1999 to March 2004. Mr. Broad joined MAM Ltd. in April 1992 in its development department and was appointed lead developer for MAM Ltd.’s Autopart and Autocat product lines in November 1995. Mr. Broad brings unparalleled knowledge of the Company and its operations and has a wealth of technical expertise and knowledge of the automotive aftermarket.

  

DELINQUENT SECTION 16(a) REPORTS

 

Under the securities laws of the United States, our directors, executive officers, and any persons holding 10% or more of our Common Stock must report on their ownership of the Common Stock and any changes in that ownership to the SEC. Specific due dates for these reports have been established. Based solely on our review of the copies of such reports received by us, or written representations from certain reporting persons that no Form 5 was required for such persons, during the fiscal year ended June 30, 2019, we believe that all reports required to be filed by such persons pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, were filed on a timely basis, with the exception of our officers, directors and greater than 10% beneficial owners listed in the table below: 

 

Name

 

Number of Late Reports

 

Description

Brian Callahan

   2  

1 transaction was not reported on a timely basis (upon the vesting of shares of restricted common stock); 1 transaction was not reported on a timely basis (upon the acquisition of shares of common stock)

Lee Broad

   1  

1 transaction was not reported on a timely basis (upon the vesting of shares of restricted common stock)

 

 

 

Item 11.

Executive Compensation

 

Summary Compensation Table for Fiscal Years 2019 and 2018

 

As required by Item 402(m)(2) of Regulation S-K under the Securities Act, the following table sets forth all plan and non-plan compensation for the last two (2) completed fiscal years paid to (i) all individuals who served as the Company’s principal executive officer or acted in a similar capacity during the last completed fiscal year and (ii) the Company’s two (2) other most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year. We refer to these individuals as our “named executive officers.”

 

32

 

 

                             

Non-

 

Non-

             
                             

Equity

 

qualified

             
                             

Incentive

 

Deferred

 

All

       
                 

Stock

 

Option

 

Plan

 

Compensation

 

Other

       

Name and

Fiscal

 

Salary

 

Bonus

 

Awards

 

Awards

 

Compensation

 

Earnings

 

Compensation

 

Total

 

Principal Position

Year

    $     $     $ (3)     $     $     $     $ (4)     $  
                                                     

Michael G. Jamieson, Chief Executive Officer, President and Director (1)

2019

    290,000     72,500     -     -     -     -     63,214     425,714  
 

2018

    268,488     145,000     1,772,067     -     -     -     69,290     2,254,845  
                                                     

Brian H. Callahan, Chief Financial Officer

2019

    236,900     41,458     307,520     -     -     -     7,107     592,985  
 

2018

    235,462     80,500     -     -     -     -     7,708     323,670  
                                                     

Lee Broad, Chief Technology Officer (2)

2019

    180,190     18,019     482,211     -     -     -     21,330     701,750  
 

2018

    186,209     35,149     610,423     -     -     -     20,449     852,230  

 

(1)

Reflects salary paid to Mr. Jamieson for services rendered to us and our subsidiaries as MAM’s Chief Executive Officer and President. Prior to August 2017, Mr. Jamieson’s salary was paid by a subsidiary of the Company in British Pounds Sterling of 19,910 GPB for fiscal year 2018. The amounts shown for fiscal year 2018 were translated to U.S. dollars based on a currency conversion rate of 1 GBP = US$1.3471. Mr. Jamieson did not receive any additional compensation for his services as a director on our Board.

 

(2)

Reflects salary paid to Mr. Broad for services rendered to us and our subsidiaries during fiscal years 2019 and 2018 as MAM’s Chief Technology Officer. Salary was paid by a subsidiary of the Company in British Pounds Sterling of 139,245 GPB for fiscal year 2019 and 138,231 GPB for fiscal year 2018. The amounts shown for fiscal years 2019 and 2018 were translated to U.S. dollars based on a currency conversion rate of 1 GBP = US$1.2941 and 1 GBP = US$1.3471, respectively.

 

(3)

For Mr. Jamieson, in fiscal year 2018 the amount shown in the “Stock Awards” column reflects the vested date fair value of awards vesting during fiscal year 2018 measured in accordance with Accounting Standards Codification Topic 718. During fiscal year 2018, the Company released from escrow 218,504 shares of Common Stock valued at $1,772,067 to Mr. Jamieson which vested, as our Compensation Committee determined that the initial threshold had been met pursuant to the Company’s 2007 Long Term Incentive Plan (“LTIP”) and the officers’ employment agreements.  No shares vested in fiscal year 2019.

 

For Mr. Callahan, in fiscal year 2019 the amount shown in the “Stock Awards” column reflects the vested date fair value of awards vesting during fiscal year 2019 measured in accordance with Accounting Standards Codification Topic 718. During fiscal year 2019, the Company released from escrow 32,000 shares of Common Stock valued at $307,520 to Mr. Callahan which vested, as our Compensation Committee determined that the initial threshold had been met pursuant to the Company’s LTIP and the officers’ employment agreements. No shares vested in fiscal year 2019.

 

For Mr. Broad, in fiscal years 2019 and 2018 the amounts shown in the “Stock Awards” column reflects the vested date fair value of awards vesting during the respective fiscal years measured in accordance with Accounting Standards Codification Topic 718. During fiscal year 2019, the Company released from escrow 50,178 shares of Common Stock valued at $482,211 to Mr. Broad which vested, as our Compensation Committee determined that the initial threshold had been met pursuant to the Company’s LTIP and the officers’ employment agreements. During fiscal year 2018, the Company released from escrow 75,268 shares of Common Stock valued at $610,423 to Mr. Broad which vested.

 

(4)

For fiscal year 2019, included: (i) the Company’s matching contribution under the post retirement plans of $7,264, $7,107, and $5,405 for Messrs. Jamieson, Callahan, and Broad, respectively; (ii) the use of a company car of $11,700 and $15,925 for Messrs. Jamieson and Broad, respectively; and (iii) a housing allowance of $44,250 for Mr. Jamieson. For fiscal year 2018, included: (i) the Company’s matching contribution under the post retirement plans of $7,562, $7,708, and $5,586 for Messrs. Jamieson, Callahan, and Broad, respectively; (ii) the use of a company car of $14,479 and $14,862 for Messrs. Jamieson and Broad, respectively; and (iii) a housing allowance of $47,250 for Mr. Jamieson.

 

33

 

 

Employment Agreements

 

The employment agreements for Michael Jamieson, our Chief Executive Officer, Brian H. Callahan, our Chief Financial Officer, and Lee Broad, our Chief Technology Officer, each provide for the grant of restricted stock to such officers, a portion of which vest when the market price of the Common Stock trades at or above certain price levels for the previous 30-day volume weighted average price (“VWAP”).

 

Michael G. Jamieson Employment Agreement

 

The employment agreement, dated as of July 1, 2010, as amended effective July 1, 2012, between the Company and Mr. Jamieson (the “Jamieson Agreement”) was for an initial term of three (3) years from the Effective Date (as defined therein), which was extended by an amendment to June 30, 2015. Pursuant to the Jamieson Agreement, Mr. Jamieson’s employment was automatically extended for additional one (1) year periods. Pursuant to the Jamieson Agreement, Mr. Jamieson received a base salary of 187,110 GBP (approximately U.S. $237,293) for fiscal year 2017.

 

On March 27, 2017, the Company entered into a letter agreement with Mr. Jamieson (the “Jamieson Letter Agreement”), which became effective on April 1, 2017. The Jamieson Letter Agreement amends the term of the Jamieson Agreement to a fixed three-year term, which became effective upon Mr. Jamieson’s relocation from the U.K. to the U.S. (the “Relocation”). The Jamieson Letter Agreement changes Mr. Jamieson’s reporting location to Blue Bell, Pennsylvania. Pursuant to the Jamieson Letter Agreement, Mr. Jamieson shall be entitled to a base salary of $290,000, effective upon the Relocation. Additionally, the Jamieson Letter Agreement provides for certain housing and travel expense reimbursements by the Company in connection with the Relocation. On August 9, 2017, Mr. Jamieson completed the Relocation.

 

Mr. Jamieson is eligible for a performance-based annual cash incentive bonus depending on the extent to which the applicable performance goal(s) of the Company, which are to be established by the Compensation Committee or pursuant to a formal bonus plan, are achieved, subject to any operating covenants in place with respect to outstanding bank debt. The Compensation Committee established a revenue related target, an EBITDA-related target, and strategic targets for the fiscal year ended June 30, 2018 with respect to Mr. Jamieson’s potential incentive bonus for fiscal year 2018.

 

In addition, Mr. Jamieson is entitled to participate in all of our benefit plans and our equity-based compensation plans, which currently consists of our 2017 Equity Incentive Plan (the “2017 Plan”).

  

On April 27, 2012, the Board approved the issuance of 728,350 restricted shares of Common Stock to Mr. Jamieson pursuant to the Company’s LTIP. On April 10, 2014, the Company released from escrow 291,340 shares of Common Stock to Mr. Jamieson which vested, as our Compensation Committee determined that the initial threshold had been met pursuant to the LTIP and Mr. Jamieson’s employment agreement. The Company withheld 85,217 shares of Common Stock which were used to pay income taxes and those shares were retired by the Company.

 

On September 18, 2014, the Company released from escrow 109,253 shares of Common Stock to Mr. Jamieson which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved. The shares of Common Stock were issued pursuant to the Company’s LTIP and Mr. Jamieson’s employment agreement. The Company withheld 31,957 shares of Common Stock which were used to pay taxes and those shares were retired by the Company.

 

In June 2016, the Company released from escrow 109,252 shares of Common Stock to Mr. Jamieson which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved. The Company withheld 33,376 shares of Common Stock which were used to pay taxes and those shares were retired by the Company.

 

In May 2018, the Company released from escrow 218,505 shares of Common Stock to Mr. Jamieson which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved.

 

The initial value of the Common Stock granted to Mr. Jamieson was approximately $244,000 and, as of June 30, 2015, the total amount of stock based compensation granted to Mr. Jamieson has been expensed. The Company recorded expense of $55,000 from the amortization of the restricted shares for the fiscal year ended June 30, 2015. The shares were valued using a Monte Carlo Simulation with a three-year life, 124.8% volatility and a risk-free interest rate of 0.39%.

 

The Jamieson Agreement provides that in the event Mr. Jamieson’s employment is terminated by the Company other than for Cause or Disability (as such terms are defined therein), or Mr. Jamieson shall terminate his employment for Good Reason (as defined therein), including within 12 months following a change of control of the Company, he is entitled to, among other things, a severance payment equal to his annual base salary.

 

34

 

 

Brian H. Callahan Employment Agreement

 

The employment agreement, dated as of October 16, 2015, between the Company and Mr. Callahan, our Chief Financial Officer (the “Callahan Agreement”), provides for an initial term of two (2) years from the effective date of such agreement with automatic one (1)-year extensions, unless terminated by Mr. Callahan or us.

 

Pursuant to the terms of the Callahan Agreement, the Company agreed to pay Mr. Callahan an annual base salary of $230,000, subject to annual review. Mr. Callahan is eligible for a targeted cash bonus of up to 40% of his base salary based on performance goals established by the Compensation Committee; provided, however, that on the one-year anniversary of the effective date of the Callahan Agreement, Mr. Callahan shall be entitled to a one-time bonus equal to 20% of his base salary, which shall be deemed earned in the event that the annual cash bonus is earned.

 

In addition, Mr. Callahan is entitled to participate in all of our benefit plans and our equity-based compensation plans, which currently consists of the 2017 Plan.

 

Pursuant to the terms of the Callahan Agreement, Mr. Callahan was granted 160,000 restricted shares of Common Stock, which will vest according to the following schedule: 

 

 

20% when the market price of Common Stock trades at or above $9 for the previous 30-day VWAP.

 

30% when the market price of Common Stock trades at or above $10 for the previous 30-day VWAP.

 

30% when the market price of Common Stock trades at or above $11 for the previous 30-day VWAP.

 

20% when the market price of Common Stock trades at or above $12 for the previous 30-day VWAP.

 

The initial value of the Common Stock granted to Mr. Callahan was approximately $385,000. The Company recorded expense of $75,000 from the amortization of the restricted shares for the fiscal year ended June 30, 2017. The shares were valued using a Monte Carlo Simulation with a three-year life, 30.9% volatility and a risk-free interest rate of 1.13%.

 

In June 2019, the Company released from escrow 32,000 shares of Common Stock to Mr. Callahan which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved. The Company withheld 12,847 shares of Common Stock which were used to pay taxes and those shares were retired by the Company.

 

The initial value of the Common Stock granted to Mr. Callahan was approximately $385,000, and as of June 30, 2019, the total amount of stock based compensation has been expensed. The Company recorded an expense of $90,000 from the amortization of the unvested restricted shares for the fiscal year ended June 30, 2019. The shares were valued using a Monte Carlo Simulation with a two-year life, 124.8% volatility and a risk-free interest rate of 0.39%.

 

None of Mr. Callahan’s remaining restricted shares issued pursuant to the stock grants issued on October 16, 2015 will vest upon a change of control of the Company unless the acquisition price is at or above the vesting prices. 

 

The Callahan Agreement provides that in the event Mr. Callahan’s employment is terminated by the Company other than for Cause or Disability (as such terms are defined therein), or Mr. Callahan shall terminate his employment for Good Reason (as defined therein), he is entitled to, among other things, a severance payment equal to his annual base salary.

 

Lee Broad Employment Agreement

 

The employment agreement, dated as of July 1, 2013, between the Company and Mr. Broad (the “Broad Agreement”) is for an initial term of two (2) years from July 1, 2013 and is automatically renewable for successive one (1)-year periods unless terminated by Mr. Broad or the Company. Mr. Broad’s employment was automatically extended after June 30, 2018 for an additional one (1)-year period and will be automatically extended for additional one-year periods unless terminated by Mr. Broad or us.

 

35

 

 

Mr. Broad is eligible for a performance-based annual cash incentive bonus depending on the extent to which the applicable performance goal(s) of  the Company, which are to be established by the Compensation Committee or pursuant to a formal bonus plan, are achieved, subject to any operating covenants in place with respect to outstanding bank debt.

 

In addition, Mr. Broad is entitled to participate in all of our benefit plans and equity-based compensation plans, which currently consists of the 2017 Plan.

 

On July 1, 2013, the Board approved the issuance of 250,892 restricted shares of Common Stock to Mr. Broad pursuant to the LTIP. These shares were issued to Mr. Broad and are being held in escrow until they vest.

 

On September 18, 2014, the Company released from escrow 50,178 shares of Common Stock to Mr. Broad which vested pursuant to the terms of the July 1, 2013 grant as the market price threshold of the Common Stock had been achieved. The Company withheld 23,584 shares which were used to pay taxes and those shares were retired by the Company.

 

In June 2016, the Company released from escrow 75,267 shares of Common Stock to Mr. Broad which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved. The Company withheld 22,994 shares of Common Stock which were used to pay taxes and those shares were retired by the Company.

 

In May 2018, the Company released from escrow 75,268 shares of Common Stock to Mr. Broad which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved.

 

In June 2019, the Company released from escrow 50,178 shares of Common Stock to Mr. Broad which vested pursuant to the terms of the grant as the market price threshold of the Common Stock had been achieved. The Company withheld 23,583 shares of Common Stock which were used to pay taxes and those shares were retired by the Company.

 

The initial value of the Common Stock granted to Mr. Broad was approximately $265,000, and as of June 30, 2015, the total amount of stock based compensation has been expensed. The Company recorded an expense of $110,000 from the amortization of the unvested restricted shares for the fiscal year ended June 30, 2015. The shares were valued using a Monte Carlo Simulation with a two-year life, 124.8% volatility and a risk-free interest rate of 0.39%.

 

The Broad Agreement provides that in the event Mr. Broad’s employment is terminated by the Company other than for Cause or Disability (as such terms are defined therein), or Mr. Broad shall terminate his employment for Good Reason (as such term is defined therein), including within 12 months following a change of control of the Company, he is entitled to, among other things, a severance payment equal to his annual base salary.

 

Severance Benefits 

 

As described above, each of the employment agreements with our officers contains a severance benefit for that officer if he or she is terminated other than for cause or the officer leaves the Company after a change in control, provided they leave for “good reason.” We provide this benefit because we want executives to focus on the Company’s business and enhancing stockholder value without undue concern about any possible loss of their job.

 

Change in Control 

 

The Jamieson Agreement contains standard provisions that protect Mr. Jamieson in the event of a change in control that has not been approved by our Board. In addition, the LTIP and the 2017 Plan provide for acceleration of vesting in the event of a change in control. The precise terms and conditions of each employment agreement are described above.

 

In the event that the Merger is consummated, any restricted shares held by an officer, which have not, by their terms, vested prior thereto, will be treated as fully vested and canceled at the effective time of the Merger, with the holder of such restricted shares being entitled to receive an amount in cash for each such restricted share, without interest, equal to the per share Merger Consideration of $12.12.  In addition, to the extent that any officer, pursuant to the provisions of his employment agreement, is entitled to the payment of severance, upon a change in control, the consummation of the Merger will constitute a change in control within the meaning of such employment agreement.

 

Other Compensation

 

Other than as described above, there were no post-employment compensation, pension or nonqualified deferred compensation benefits earned by our executive officers during the years ended June 30, 2019 and 2018. We do not have any retirement, pension, or profit-sharing programs for the benefit of our directors, officers or other employees. The Board may recommend adoption of one or more such programs in the future.

 

36

 

 

Outstanding Equity Awards at 2019 Fiscal Year End

 

The following table provides information relating to the unexercised options, unvested stock and unvested equity incentive plan awards held by our named executive officers as of June 30, 2019. Each award to each named executive officer is shown separately, with a footnote describing the award’s vesting schedule.

 

   

Option Awards

   

Stock Awards

 

Name

 

Number of
Securities
Underlying
Unexercised
Options
(# Exercisable)

   

Number of
Securities
Underlying
Unexercised
Option
(# Unexercisable)

   

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

   

Option
Exercise
Price
($)

   

Option
Expiration
Date

   

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

   

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)

   

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#)

   

Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
Or Other
Rights
That Have
Not
Vested
($)

   

Michael G. Jamieson

    -       -       -       -       -       -       -       -     $ -    

Brian H. Callahan

    -       -       -       -       -       -       -       128,000     $ 1,299,200 (1 )

Lee Broad

    -       -       -       -       -       -       -       -     $ -    

 

(1)

Based on the closing price of $10.15 of our Common Stock on June 28, 2019.

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), the following table sets forth certain information regarding the beneficial ownership of our Common Stock as of September 26, 2019 by (a) each stockholder who is known to us to own beneficially 5% or more of our outstanding Common Stock; (b) all directors; (c) all executive officers; and (d) all executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of Common Stock, except to the extent that authority is shared by spouses under applicable law and (ii) record and beneficial ownership with respect to their shares of Common Stock. Unless otherwise identified, the address of our directors and officers is c/o MAM Software Group, Inc., Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA 19422.

  

37

 

 

Name and Address of Beneficial Owner  

Amount and Nature of

 

Percent of Class of

 

Non-Director or Officer 5% Stockholders:

 

Beneficial Ownership

 

Common Stock (1)

 

Wynnefield Persons (2)
c/o Wynnefield Capital Inc. and Affiliates
450 Seventh Ave., Suite 509
New York, NY 10123

 

    3,079,556    (3)     24.39

%

Richard H. Witmer, Jr.

c/o Brown Brothers Harriman & Co.

140 Broadway

New York NY 10005 

 

    724,261   (4)     5.74

%

Long Path Partners, LP

4 Landmark Square, Suite 301

Stamford, Connecticut 06901

 

    661,929   (5)     5.24 %

Directors and Officers:

                 

Michael Jamieson
Chief Executive Officer and Director

 

    682,709         5.41

%

Brian H. Callahan
Chief Financial Officer

 

    161,441    (6)     1.28

%

Lee Broad
Chief Technology Officer

 

    205,064         1.62

%

Frederick Wasserman,
Chairman of the Board

 

    139,807    (7)     1.11

%

Dwight B. Mamanteo,
Director

 

    224,312    (8)     1.78

%

Peter H. Kamin,
Director

 

    916,521    (9)     7.26

%

W. Austin Lewis IV

Director
c/o Lewis Asset Management Corp.
500 5th Avenue, Suite 2240
New York, NY 10110

 

    983,055    (10)     7.79

%

Directors and Officers as a Group (7 Persons)

    3,312,909         26.24

%

 

(1)

Based on a total of 12,625,289 shares of Common stock outstanding as of September 26, 2019. In accordance with the rules of the SEC, each person’s percentage interest is calculated by dividing the number of shares of Common Stock that person owns by the sum of (a) the total number of shares of Common Stock outstanding as of September 26, 2019 plus (b) the number of shares of Common Stock such person has the right to acquire within sixty (60) days of September 26, 2019. Shares of Common Stock a person has the right to acquire within sixty (60) days of September 26, 2019, including shares of Common stock underlying options, warrants or other securities currently exercisable or convertible or exercisable or convertible within sixty (60) days of September 26, 2019, are deemed outstanding for purposes of computing the percentage interest of the person holding such securities, but are not deemed outstanding for purposes of computing the percentage interest of any other person. 

 

38

 

 

(2)

Comprised of Wynnefield Partners Small Cap Value, LP (“Wynnefield Partners”) and Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), and the general partner of each of these entities, Wynnefield Capital Management, LLC (“Wynnefield LLC”); Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”) and its investment manager, Wynnefield Capital, Inc. (“Wynnefield Capital”); Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”); Nelson Obus, who serves as principal and co-managing member of Wynnefield LLC, principal executive officer of Wynnefield Capital and Joshua H. Landes, who serves as principal and co-managing member of Wynnefield LLC and executive officer of Wynnefield Capital (collectively, the “Wynnefield Persons”). Dwight Mamanteo, one of the Company’s directors, is a portfolio manager with Wynnefield Capital. Mr. Mamanteo exercises neither voting nor dispositive control over the shares beneficially owned by Wynnefield Capital. The Company has been informed that Nelson Obus and Joshua H. Landes share voting and investment control over the shares beneficially owned by Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore, Wynnefield LLC, Wynnefield Capital and the Plan. Based upon information provided by the administrator of the Wynnefield Persons to the Company on August 28, 2019.

   

(3)

Represents an aggregate of 3,079,556 shares of Common Stock, which are beneficially owned as follows: (i) 919,306 shares of Common Stock are beneficially owned by Wynnefield Partners; (ii) 1,408,701 shares of Common Stock are beneficially owned by Wynnefield Partners I; (iii) 747,075 shares of Common Stock are beneficially owned by Wynnefield Offshore; and (iv) 4,474 shares of Common Stock are beneficially owned by the Plan. Based upon information provided by the administrator of the Wynnefield Persons to the Company on August 28, 2019.

 

 

(4)

Based upon information provided in a Form 13G/A filed with the SEC on February 6, 2019

   
         (5)          Based upon information provided in a Form 13G filed with the SEC on April 22, 2019

 

 

(6)

Includes 32,000 restricted shares of Common Stock which may vest within sixty (60) days of September 26, 2019 (assuming all performance measures are satisfied).

   

(7)

Includes 1,702 restricted shares of Common Stock which were granted to Mr. Wasserman for services as a non-employee director which will vest within sixty (60) days of September 26, 2019.

   

(8)

Includes 1,702 restricted shares of Common Stock which were granted to Mr. Mamanteo for services as a non-employee director which will vest within sixty (60) days of September 26, 2019.

           

(9)

Includes (i) 60,898 shares of Common Stock owned directly by Mr. Kamin, (ii) 152,750 shares of Common Stock owned by the Peter H. Kamin Revocable Trust, (iii) 50,750 shares of Common Stock owned by the Peter H. Kamin Childrens Trust, (iv) 630,421 shares of Common Stock owned directly by Mr. Kamin in the Peter H. Kamin Roth IRA and (v) 20,000 shares of Common Stock owned by the Peter H. Kamin Family Foundation.  Also includes 1,702 restricted shares of Common Stock which were granted to Mr. Kamin for services as a non-employee director which will vest within sixty (60) days of September 26, 2019.

   

(10)

Includes (i) 606,441 shares of Common Stock owned directly by W. Austin Lewis IV, (ii) 343,963 shares of Common Stock owned by Lewis Opportunity Fund, LP, and (iii) 32,651 shares of Common Stock owned by Lewis Asset Management Corp. Includes 1,702 restricted shares of Common Stock which will vest within sixty (60) days of September 26, 2019.

 

 

CORPORATE GOVERNANCE

 

Board of Directors 

 

The Board oversees our business affairs and monitors the performance of our management. In accordance with our corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer, other key executives and by reading the reports and other materials sent to them and by participating in Board and committee meetings. Our directors hold office until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal, or if for some other reason they are unable to serve in the capacity of director.

 

Director Independence 

 

Our determination of independence of directors is made using the definition of “independent director” contained in Rule 5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”) because we are listed on NASDAQ. We have determined that Peter H. Kamin, W. Austin Lewis IV, Frederick G. Wasserman and Dwight B. Mamanteo are “independent” within the meaning of such rules.

 

Board Meetings and Attendance 

 

During fiscal year 2019, the Board held five (5) physical and telephonic meetings. No incumbent director attended, either in person or via telephone, fewer than 75% of the aggregate of all meetings of the Board and committees, if any, on which each director served. The Board also approved certain actions by unanimous written consent.

 

39

 

 

Annual Meeting Attendance 

 

All of the Company’s five (5) then-sitting directors attended our 2019 Annual Meeting of Stockholders, which was held in New York, New York, on December 18, 2018.

 

Stockholder Communications with the Board 

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

 

Board Committees

 

Our Board has three (3) standing committees of the Board: a Compensation Committee; an Audit Committee; and a Corporate Governance and Nominating Committee. The members of these committees are:

 

Compensation Committee

 

Audit Committee

 

Corporate Governance and

Nominating Committee

Dwight B. Mamanteo – Chair 

 

W. Austin Lewis IV – Chair *

 

Peter H. Kamin – Chair

Peter H. Kamin

 

Peter H. Kamin

 

Dwight B. Mamanteo

W. Austin Lewis IV

 

Dwight B. Mamanteo

 

W. Austin Lewis IV

 

* The Board has determined that W. Austin Lewis IV is an “audit committee financial expert” as defined in Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

 

Audit Committee

 

The Audit Committee of the Board assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company and such other duties as directed by the Board. The Audit Committee’s purpose is to oversee the accounting and financial reporting processes of the Company, the audit of the Company’s financial statements, the qualification of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company, and the performance of the Company's internal and independent auditors. The Audit Committee’s role includes a particular focus on the qualitative aspects of financial reporting to stockholders, the Company’s processes to manage business and financial risk, and compliance with significant applicable legal, ethical, and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor. 

 

During fiscal year 2019, the Audit Committee held four (4) physical and telephonic meetings.

 

Compensation Committee

 

The Compensation Committee’s role is to discharge the Board’s responsibilities relating to compensation of the Company’s executives, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans.

 

During fiscal year 2019, the Compensation Committee held two (2) physical or telephonic meetings.

 

40

 

 

Corporate Governance and Nominating Committee

 

The Corporate Governance and Nominating Committee’s role is to appoint nominees for election to the Board, to identify and recommend candidates to fill vacancies occurring between Annual Stockholder Meetings, to review, evaluate and recommend changes to the Company’s corporate governance policies, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stockholders.

 

During fiscal year 2019, the Corporate Governance and Nominating Committee held one (1) physical or telephonic meetings.

 

Nominating Procedures and Criteria

 

Director Qualifications. The Corporate Governance and Nominating Committee believes that persons nominated to the Board should have personal integrity and high ethical character. Candidates should not have any interests that would materially impair his or her ability to exercise independent judgment or otherwise discharge the fiduciary duties owed by a director to the Company and its stockholders. Candidates must be able to represent fairly and equally all stockholders of the Company without favoring any particular stockholder group or other constituency of the Company and must be prepared to devote adequate time to the Board and its committees.

 

Identifying Director Candidates. The Corporate Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees to serve as directors. The Corporate Governance and Nominating Committee has a policy of re-nominating incumbent directors who continue to satisfy the committee’s criteria for membership and whom the Corporate Governance and Nominating Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board.

 

In filling vacancies of the Board, the Corporate Governance and Nominating Committee will solicit recommendations for nominees from the persons the committee believes are likely to be familiar with (i) the needs of the Company and (ii) qualified candidates. These persons may include members of the Board and management of the Company. The Corporate Governance and Nominating Committee may also engage a professional search firm to assist in identifying qualified candidates.

 

In evaluating potential nominees, the Corporate Governance and Nominating Committee will oversee the collection of information concerning the background and qualifications of the candidate and determine whether the candidate satisfies the minimum qualifications required by the Corporate Governance and Nominating Committee for election as director and whether the candidate possesses any of the specific skills or qualities that must be possessed by one or more members of the Board pursuant to the Board’s policies.

 

The Corporate Governance and Nominating Committee does not have a written policy with respect to Board diversity; however, the committee’s goal is to assemble a Board that brings to the Company a diversity of knowledge, skills and expertise derived from high quality business and professional experience. We believe a Board with these attributes leads to improved Company performance by encouraging new ideas and perspectives and expanding the knowledge base available to management.

 

The Corporate Governance and Nominating Committee may interview any proposed candidate and may solicit the views about the candidate’s qualifications and suitability from the Company’s Chief Executive Officer and other senior members of management.

 

The Corporate Governance and Nominating Committee will make its selections based on all the available information and relevant considerations. The Corporate Governance and Nominating Committee’s selection will be based on who, in the view of the Corporate Governance and Nominating Committee, will be best suited for membership on the Board. In making its selection, the Corporate Governance and Nominating Committee will evaluate candidates proposed by stockholders under criteria similar to other candidates, except that the Corporate Governance and Nominating Committee may consider, as one of the factors in its evaluation, the size and duration of the interest of the recommending stockholder in the stock of the Company.

 

41

 

 

The Corporate Governance and Nominating Committee may also consider the extent to which the recommending stockholder intends to continue to hold its interest in the Company, including whether the recommending stockholder intends to continue holding its interest at least through the time of the meeting at which the candidate is to be elected.

 

Family Relationships 

 

There are no familial relationships among any of our officers and directors.

 

Involvement in Certain Legal Proceedings 

 

Except as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten (10) years: 

 

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or his association with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

In addition, the Company is not engaged in, nor is it aware of any pending or threatened, litigation in which any of its directors, executive officers, affiliates or owners of more than 5% of the Common Stock, or any associate of any such directors, executive officers, affiliates or owners of more than 5% of the Common Stock, is a party adverse to the Company or has a material interest adverse to the Company.

 

Leadership Structure of the Board 

 

The Board does not currently have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman of the Board should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Our current Chairman of the Board, Frederick G. Wasserman, is not an officer. Mr. Wasserman has served as a member of our Board since 2007.

 

42

 

 

Risk Oversight 

 

The Board oversees risk management directly and through its committees associated with their respective subject matter areas. Generally, the Board oversees risks that may affect the business of the Company as a whole, including operational matters. The Audit Committee is responsible for oversight of the Company’s accounting and financial reporting processes and also discusses with management the Company’s financial statements, internal controls and other accounting and related matters. The Compensation Committee oversees certain risks related to compensation programs and the Corporate Governance and Nominating Committee oversees certain corporate governance risks. As part of their roles in overseeing risk management, these committees periodically report to the Board regarding briefings provided by management and advisors as well as the committees’ own analysis and conclusions regarding certain risks faced by the Company. Management is responsible for implementing the risk management strategy and developing policies, controls, processes and procedures to identify and manage risks. 

 

Code of Ethics

 

MAM is committed to maintaining the highest standard of business conduct and corporate governance, which we believe is essential to running our business efficiently, serving our stockholders well and maintaining MAM’s integrity in the marketplace. MAM maintains a code of business conduct and ethics for directors, officers (including MAM’s principal executive officer, principal financial officer and principal accounting officer) and employees, known as our Code of Ethics of Business Conduct. This document is available at www.mamsoftware.com/content/downloads/code-of-ethics-document-lo.pdf. MAM will post on its website any amendments to the Code of Ethics of Business Conduct or waivers of the Code of Ethics of Business Conduct. Stockholders may request free printed copies of the Code of Ethics of Business Conduct from:

 

MAM Software Group, Inc.

 

Attention: Investor Relations

Two Valley Square, Suite 220

512 Township Line Road

Blue Bell, PA 19422

(610) 336-9045

 

DIRECTOR COMPENSATION FOR FISCAL YEAR 2019 

 

For the 2019 fiscal year, each of the directors who were not officers of the Company received cash compensation in the amount of $55,000. The following table reflects all compensation awarded to, earned by or paid to the Company’s directors for the fiscal year ended June 30, 2019. 

 

   

Fees
Earned or
Paid in
Cash
($)

   

Stock
Awards
($)(1)

   

Options
Awards
($)

   

Non-Equity
Incentive Plan
Compensation
($)

   

Nonqualified
Deferred
Compensation
Earnings
($)

   

All
Other
Compensation
($)

   

Total
($)

 

Dwight B. Mamanteo

    55,000       55,000  (2)     -       -       -       -       110,000  

Frederick G. Wasserman

    55,000       55,000  (2)     -       -       -       -       110,000  

W. Austin Lewis IV

    55,000       55,000  (2)     -       -       -       -       110,000  

Peter H. Kamin

    55,000       55,000  (2)     -       -       -       -       110,000  

 

(1)

The amount shown in the table reflects the dollar amount recognized for fiscal year 2019 financial statement reporting purposes of the outstanding stock awards held by the directors in accordance with ASC 718-10-25-5. Refer to the Company’s Consolidated Financial Statements for the Fiscal Years Ended June 30, 2019 and 2018, Note 7 “Stockholders' Equity,” included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2019, with respect to valuation assumptions for this stock grant. The directors held no other stock or option awards at June 30, 2019.

(2)

Includes 6,381 shares of Common Stock valued at market price on the date of grant.

 

43

 

  

Securities Authorized for Issuance Under the Equity Compensation Plans

 

The following summarizes information regarding the number of units that are available for issuance under all of the Company's equity compensation plans as of June 30, 2019:

 

Plan Category

 

Number of Securities to be Issued Upon Exercise of Outstanding Unit Options, Warrants and Rights

   

Weighted Average Exercise Price of Outstanding Unit Options, Warrants and Rights

   

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))

 
   

(a)

   

(b)

   

(c)

 

Equity compensation plans approved by security holders

    50,125     $ 1.09       1,885,469  

Equity compensation plans not approved by security holders

    -       -       -  
      50,125     $ 1.09       1,885,469  

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

Other than compensation arrangements described herein, during the past two (2) fiscal years, there have been no transactions, whether directly or indirectly, between our Company and any of our officers, directors, beneficial owners of more than 5% of our outstanding Common Stock or their family members that exceeded the lesser of $120,000 or 1% of the average of the Company's total assets at year-end. 

 

Our Audit Committee considers and approves or disapproves any related party transaction as required by NASDAQ regulations and Item 404 of Regulation S-K under the Securities Act. Related party transactions reviewed by the Audit Committee do not include matters related to compensation of employees of the Company. The Audit Committee only approves those related party transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm’s length dealings with an unrelated third party. Only members of the Audit Committee who are disinterested in the related party transaction in question may participate in the determination of whether such transaction may proceed.

 

 

 

Item 14.

Principal Accounting Fees and Services

 

KMJ Corbin & Company LLP (“KMJ Corbin”) has served as our independent registered public accounting firm since our fiscal year ended June 30, 2006 and was appointed by the Audit Committee of the Board to continue as our independent auditors for the fiscal year ending June 30, 2019. KMJ Corbin has no interest, financial or otherwise, in the Company.

 

The following table presents aggregate fees for professional services rendered by KMJ Corbin for the audit of our annual consolidated financial statements for the fiscal years ended June 30, 2019 and 2018.

 

   

For the Fiscal Year Ended June 30,

 
   

2019

   

2018

 

Audit fees (1)

  $ 129,439     $ 130,000  

Audit- related fees

    -       -  

Tax fees

    -       -  

All other fees

    -       -  

Total fees

  $ 129,439     $ 130,000  

  

(1)

Audit fees are comprised of annual audit fees, quarterly review fees and the issuance of consents.

 

44

 

 

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 

The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. The Chairman of the Audit Committee has been delegated the authority by the Audit Committee to pre-approve interim services by the independent auditors other than the annual audit. The Chairman of the Audit Committee must report all such pre-approvals to the entire Audit Committee at the next Audit Committee meeting.

 

 

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules

 

(a)

The following documents are filed as part of this Report:

 

 

(1)

Financial Statements:

 

The audited balance sheets of MAM Software Group, Inc. as of June 30, 2019 and 2018, the related statements of comprehensive income, stockholders’ equity and cash flows for the years then ended, the footnotes thereto, and the report of KMJ Corbin & Company LLP, an independent registered public accounting firm, are filed herewith.

 

 

(2)

Financial Schedules:

 

None.

 

Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

 

 

(3)

Exhibits:

 

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

 

(b)

The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

 

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

 

 

may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

 

 

may apply standards of materiality that differ from those of a reasonable investor; and

 

 

were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

45

 

 

 Exhibit No.

 

Description of Exhibit

 

 

 

2.1

 

Agreement and Plan of Merger, dated August 30, 2019, by and among MAM Software Group, Inc., Kerridge Commercial Systems Group Limited, and Chickadee Holdings, Inc. (incorporated by reference to Exhibit 2.1 to our Form 8-K filed with the SEC on September 3, 2019).

3(i)

 

Certificate of Incorporation of MAM Software Group, Inc., as amended (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2013).

3(ii)

 

Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Registration Statement on Form 10KSB filed with the SEC on February 16, 2007).

4.1

 

Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 filed with the SEC on February 16, 2007).

4.2

 

Certificate of Designation for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2013).

4.3

 

Term Note dated March 2, 2017, in the principal amount of $8,750,000 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed with the SEC on March 8, 2017).

10.1

 

Credit Agreement dated as of March 2, 2017, among MAM Software Group, Inc. and Univest Bank and Trust Co. (incorporate by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on March 8, 2017).

10.2

 

Revolving Credit Note dated March 2, 2017, in the principal amount of $2,750,000 (incorporate by reference to Exhibit 10.2 to our Form 8-K filed with the SEC on March 8, 2017).

10.3

 

Pledge and Security Agreement dated as of March 2, 2017, by and between MAM Software Group, Inc., Borrower, and Univest Bank and Trust Co., on behalf of Lender and the other Secured Parties (incorporated by reference to Exhibit 10.4 to our Form 8-K filed with the SEC on March 8, 2017).

10.4

 

Pledge and Security Agreement dated as of March 2, 2017, by and between MAM Software, Inc., Grantor, and Univest Bank and Trust Co., on behalf of Lender and the other Secured Parties (incorporated by reference to Exhibit 10.5 to our Form 8-K filed with the SEC on March 8, 2017).

10.5

 

Deed of Negative Pledge Agreement dated as of March 2, 2017, by and between MAM Software Group, Inc. and MAM Software Limited and Univest Bank and Trust Co. (incorporated by reference to Exhibit 10.6 to our Form 8-K dated March 8, 2017).

10.6

 

Guaranty of Payment Agreement dated as of March 2, 2017, by MAM Software Group, Inc., a Guarantor, in favor of Univest Bank and Trust Co., as Lender (incorporated by reference to Exhibit 10.7 to our Form 8-K filed with the SEC on March 8, 2017).

10.7

 

2007 Long-Term Stock Incentive Plan (incorporated by reference to Appendix D of the Company’s revised Definitive Proxy Statement filed with the SEC on May 19, 2008).

10.8

 

2017 Equity Incentive Plan (incorporate by reference to Appendix D of the Company's Definitive Proxy Statement filed with the SEC on October 28, 2017).

10.9‡

 

Employment Agreement effective as of July 1, 2010 between the Company and Michael Jamieson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2010).

10.10‡

 

Employment Agreement effective as of April 1, 2017 between the Company and Michael Jamieson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2017).

10.11‡

 

Employment Agreement effective as of October 16, 2015 between the Company and Brian H. Callahan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2015).

10.12‡

 

Employment Agreement effective as of July 1, 2013 between the Company and Lee Broad (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K filed on with the SEC on September 24, 2015).

10.13‡

 

Separation Agreement effective as of October 19, 2015 between the Company and Charles F. Trapp (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 16, 2016).

10.14‡

 

MAM Software Group, Inc. Employee Stock Purchase Plan, effective as of December 16, 2011 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the SEC on September 26, 2016).

10.15

 

First Amendment to Credit Agreement, dated as of September 26, 2016, by and among MAM Software Group, Inc. and J.P. Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on September 26, 2016).

14.1

 

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual report on Form 10KSB/A for the fiscal year ended June 30, 2007 filed with the SEC on October 15, 2007).

21.1

 

List of Subsidiaries (filed herewith).

23.1

 

Consent of KMJ Corbin & Company LLP (filed herewith).

31.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

46

 

 

31.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS 

 

XBRL Instance Document

101.SCH 

 

XBRL Taxonomy Schema

101.CAL

 

XBRL Taxonomy Calculation Linkbase

101.DEF 

 

XBRL Taxonomy Definition Linkbase

101.LAB

 

XBRL Taxonomy Label Linkbase

101.PRE 

 

XBRL Taxonomy Presentation Linkbase

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

‡ Management contract or compensatory plan or arrangement.

 

47

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

MAM Software Group, Inc.

 

 

 

Date: September 30, 2019

By:

/s/ Michael G. Jamieson

 

 

Michael G. Jamieson

 

 

Chief Executive Officer
(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: September 30, 2019

By:

/s/ Michael G. Jamieson

 

 

Michael G. Jamieson

 

 

Chief Executive Officer and Director
(Principal Executive Officer)

 

 

 

Date: September 30, 2019

By:

/s/ Brian H. Callahan

 

 

Brian H. Callahan

 

 

Chief Financial Officer
(Principal Financial Officer and

Principal Accounting Officer)

 

 

 

Date: September 30, 2019

By:

/s/ Frederick Wasserman

 

 

Frederick Wasserman

 

 

Chairman of the Board of Directors

 

 

 

Date: September 30, 2019

By:

/s/ Dwight Mamanteo

 

 

Dwight Mamanteo

 

 

Director

 

 

 

Date: September 30, 2019

By:

/s/ W. Austin Lewis IV

 

 

W. Austin Lewis IV

 

 

Director

 

 

 

Date: September 30, 2019

By: 

/ S / Peter H. Kamin

 

 

Peter H. Kamin

 

 

Director 

 

 

48

 

 

FINANCIAL STATEMENTS

 

MAM SOFTWARE GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2019 AND 2018

 

Index to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

F–2

 

 

Consolidated Balance Sheets as of June 30, 2019 and 2018

F–3

 

 

Consolidated Statements of Comprehensive Income for the years ended June 30, 2019 and 2018

F–4

 

 

Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2019 and 2018

F–5

 

 

Consolidated Statements of Cash Flows for the years ended June 30, 2019 and 2018

F–6

 

 

Notes to Consolidated Financial Statements

F–8

 

 

F - 1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Stockholders
MAM Software Group, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of MAM Software Group, Inc. and subsidiaries (the “Company”) as of June 30, 2019 and 2018, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ KMJ Corbin & Company LLP

 

We have served as the Company’s auditor since 2005.

 

Costa Mesa, California

September 30, 2019

 

 

 

F - 2

 

 

 

MAM SOFTWARE GROUP, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

 

   

June 30,

   

June 30,

 
   

2019

   

2018

 
                 

ASSETS

               

Current Assets

               

Cash and cash equivalents

  $ 5,508     $ 4,171  

Accounts receivable, net of allowance of $319 and $224, respectively

    4,984       5,010  

Inventories

    172       170  

Prepaid expenses and other current assets

    1,573       1,270  

Total Current Assets

    12,237       10,621  
                 

Property and Equipment, Net

    428       480  
                 

Other Assets

               

Goodwill

    8,053       8,280  

Intangible assets, net

    467       568  

Software development costs, net

    9,487       8,889  

Deferred income taxes

    1,372       1,251  

Other long-term assets

    475       545  

TOTAL ASSETS

  $ 32,519     $ 30,634  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current Liabilities

               

Accounts payable

  $ 1,474     $ 1,318  

Accrued expenses and other liabilities

    1,050       1,201  

Accrued payroll and related expenses

    1,531       2,146  

Current portion of long-term debt

    2,080       1,811  

Current portion of deferred revenue

    2,344       1,885  

Sales tax payable

    579       910  

Income tax payable

    592       669  

Total Current Liabilities

    9,650       9,940  
                 

Long-Term Liabilities

               

Deferred revenue, net of current portion

    1,564       1,146