8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 8, 2011 (November 8, 2011)

Date of Report (Date of earliest event reported)

MAM SOFTWARE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27083	84-1108035
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Maple Park, Maple Court, Tankersley, Barnsley, UK S75 3DP

 (Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 011 44 124 431 1794 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Information About Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." MAM Software Group Inc.’s (the “Company”) financial and operational results reflected herein should not be construed by any means as representative of the current or future value of its common stock or bonds. All information set forth in this Current Report on Form 8-K, except historical and factual information, represents forward-looking statements. This includes all statements about the Company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

Item 2.02. Results of Operations and Financial Condition.

On November 8, 2011, the Company issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

On November 8, 2011, the Company issued a press release announcing that its Board of Directors has authorized the repurchase of up to $250,000 of its common stock, effective November 8, 2011. A copy of the press release dated November 8, 2011 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

Exhibit No.	Description
99.1	Press Release dated November 8, 2011, entitled “MAM Software Group Reports Quarterly Financial Results; Announces Share Repurchase Program”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 8, 2011		MAM SOFTWARE GROUP, INC.
		/s/ Charles F. Trapp
	By:	Name: Charles F. Trapp
		Title: Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated November 8, 2011, entitled “MAM Software Group Reports Quarterly Financial Results; Announces Share Repurchase Program”

EX-99.1

MAM Software Group Reports Quarterly Financial Results; Announces Share Repurchase Program

Barnsley, England, November 8, 2011 /PRNewswire-FirstCall/ -- MAM Software Group, Inc. (OTC Bulletin Board: MAMS), a leading provider of business automation and ecommerce solutions for the automotive aftermarket, announced the following financial results for its quarter ended September 30, 2011, through the filing on November 7, 2011 of its Quarterly Report on Form 10-Q with the Securities and Exchange Commission:

	For The Quarter Ended
(In thousands, except share and per share data)	September 30,
	2011		2010
Revenues	$	6,162	$	6,602
Gross profit	$	3,477	$	3,810
Operating income	$	874	$	1,206
Income before provision for income tax	$	971	$	737
Net income	$	731	$	437
Earnings per share attributed to common stockholders - basic	$	0.05	$	0.05
Earnings per share attributed to common stockholders - diluted	$	0.05	$	0.05
Weighted average shares outstanding - basic		14,213,380		8,571,243
Weighted average shares outstanding - diluted		14,480,289		8,571,243

First Quarter Highlights:

·   Continued quarterly growth of Autowork Online subscribers to 2,380.

·   A 19.5% annual growth in recurring revenues to 71%

·   A 110% quarterly growth of  net cash to $1,908,000

·   Systems backlog of $1,910,000

First Quarter Financial Review:

Revenues were $6,162,000 for the three months ended September 30, 2011, compared with $6,602,000 for the three months ended September 30, 2010, a decrease of $440,000 or 6.7%  Operating income decreased $332,000 or 27.6% to $874,000 for the quarter ended September 30, 2011, as compared to income of $1,206,000 for September 30, 2010. Income before income taxes was increased $234,000 or 31.8% to $971,000 as compared to income of $737,000 in the prior fiscal quarter.  Net income after taxes increased $294,000 or 67.3% to $731,000 for the quarter ended September 30, 2011 vs. income of $437,000 for the quarter ended September 30, 2010.  Basic and Diluted earnings per share were $0.05 versus $0.05 per share for the same year ago period.

Revenues for the quarter ended September 30, 2011 decreased $440,000, or 6.7%, resulting from a combination of (i) decreased revenue from our U.S. operations of $65,000 and (ii) a decrease in revenue of 356,000GBP from our U.K. subsidiary. U.S. revenue decreased $65,000 to $1,520,000 in 2011 from $1,585,000 in 2010 because of decreased sales of software and professional services, which were partially offset by an increase in the recurring revenue of $109,000. U.K. Revenue decreased 356,000GBP, or 11.0%, to 2,881,000GBP during the three months ended September 30, 2011 from 3,237,000GBP during the three months ended September 30, 2010.  UK recurring revenue increased $342,000 and partially offset the decrease in software and professional services revenue.  The weaker U.S. dollar resulted in UK dollar-denominated revenue of $4,642,000 during 2011 as compared to $5,017,000 during 2010, a decrease of $375,000.  

Gross margins for the quarter ended September 30, 2011 were 56.5% vs. 57.7% for the quarter ended September 30, 2010.

Business Update:

Commenting on the first quarter of fiscal 2012, MAM's CEO, Michael Jamieson, said, "The Company experienced a decrease in revenues and a reduction in profit margins while also reducing operating expenses, which resulted in a decrease in operating income of $332,000 to $874,000.  The Company’s U.S. based recurring revenues increased to $1,130,000 from $1,021,000 an increase of $109,000 or 11% for the quarters ended September 30, 2011 and 2011 respectively. The Company’s UK subsidiary, MAM Software Limited, increased recurring revenue $342,000 or 12%, to $3,228,000 vs. $2,886,000 for quarters ended September 30, 2011 and 2010 respectively”. Mr. Jamieson also added, “We continued our strategic development, building on the results achieved in Fiscal 2011. We were particularly pleased with the progress that we made with our ‘cloud’ based application, Autowork Online in the UK.  Subscribers to Autowork Online have increased each month of this quarter and now total 2,380.  Revenues from Autowork Online totaled $171,000 for the three months ended September 30, 2011, a $15,000 or 9.6% quarter-over-quarter revenue growth from June 30, 2011. Mr. Jamieson further elaborated that “the Company increased its cash position by $766,000 to $3,536,000, decreased debt by $234,000 to $1,628,000, and increased Stockholders’ Equity by 6% to $12,155,000. Furthermore, the first quarter produced an Adjusted EBITDA of $1,387,000 versus $1,608,000 for the quarter ending September 30, 2010, a decrease of 14%.”

The Company also announced that its Board of Directors has authorized the repurchase of up to $250,000 of its common stock, effective November 8, 2011.  Under the authorization provided by the Board, stock repurchases may be made through open market and privately negotiated transactions at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors, including price, MAM’s cash balances, general business and market conditions, the dilutive effects of share-based incentive plans, alternative investment opportunities and working capital needs. The stock repurchase authorization, which does not require the Company to purchase any specific or minimum number of shares, does not have an expiration date and may be suspended or terminated at any time without prior notice. Repurchased shares will be returned to the status of authorized but un-issued shares of common stock.

As of November 7, 2011, MAM had approximately 14,296,269 shares of common stock outstanding.

About MAM Software Group, Inc.

MAM Software Group, Inc. (OTC Bulletin Board: MAMS) is a supplier of business and ERP supply chain management solutions to automotive parts manufacturers, distributors and retailers. MAM Software Group provides the automotive aftermarket with a combination of business management systems, information products, and online services that together deliver benefits for all parties involved in the timely repair of a vehicle. For further information, please visit http://www.mamsoftwaregroup.com/.

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

ASSETS	September 30,  2011			June 30, 2011
Current Assets	(Unaudited)
Cash and cash equivalents	$	3,536		$	2,770
Accounts receivable, net of allowance of $144 and $174		2,829			3,340
Inventories		272			293
Prepaid expenses and other current assets		752			732
Total Current Assets		7,389			7,135
Property and Equipment, Net		744			776
Other Assets
Goodwill		9,162			9,332
Amortizable intangible assets, net		1,898			2,093
Software development costs, net		1,286			1,364
Other long-term assets		63			70
TOTAL ASSETS	$	20,542		$	20,770
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,318		$	1,129
Accrued expenses and other		1,695			2,468
Payroll and other taxes		645			385
Derivative liabilities		522			672
Current portion of long-term debt		773			1,086
Current portion of deferred revenue		395			438
Sales tax payable		896			918
Income tax payable		527			664
Total Current Liabilities		6,771			7,760
Long-Term Liabilities
Deferred revenue, net of current portion		224			190
Deferred income taxes		222			246
Long-term debt, net of current portion		855			776
Other		315			325
Total Liabilities		8,387			9,297
Commitments and Contingencies
Stockholders' Equity					-
Preferred stock: Par value $0.0001 per share; 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock: Par value $0.0001 per share; 150,000,000 shares authorized, 14,267,040 and  14,167,621 shares issued and outstanding, respectively		1			1
Additional paid-in capital		33,368			33,156
Accumulated other comprehensive loss		(822	)		(561	)
Accumulated deficit		(20,392	)		(21,123	)
Total Stockholders' Equity		12,155			11,473
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $	$	20,542		$	20,770

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In   thousands, except share and per share data)

	For the Three Months Ended September 30, 2011			For the Three Months Ended September 30, 2010
Revenues	$	6,162		$	6,602
Cost of revenues		2,685			2,792
Gross Profit		3,477			3,810
Operating Expenses
Research and development		804			782
Sales and marketing		599			505
General and administrative		899			1,049
Depreciation and amortization		301			268
Total Operating Expenses		2,603			2,604
Operating Income		874			1,206
Other Income (Expense)
Interest expense		(53	)		(417
Change in fair value of derivative liabilities		150			(52	)
Total other income (expense), net		97			(469	)
Income  before provision for income taxes		971			737
Provision for income taxes		240			300
Net income		731			437
Foreign currency translation  gain (loss)		(261	)		334
Total comprehensive income	$	470		$	771
Earnings  per share attributed to common stockholders:
Basic	$	0.05		$	0.05
Diluted	$	0.05		$	0.05
Weighted average shares outstanding:
Basic		14,213,380			8,571,243
Diluted		14,480,289			8,571,243

MAM SOFTWARE GROUP, INC. Calculation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (unaudited, includes non-cash compensation and intangible asset impairment)
	For the Quarter Ended
	September 30,
(in thousands)	2011			2010
Net Income	$	731		$	437
Interest Expense		53			471
Taxes		240			300
Depreciation and amortization		301			268
Non-cash equity compensation		212			80
Change in fair value of derivative liabilities		(150	)		52
Adjusted EBITDA	$	1,387		$	1,608

This press release contains forward-looking statements regarding the Company’s working capital and future repurchases of the Company’s common stock. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from our expectations or that may cause the Company not to make share repurchases as currently anticipated, including alternative uses of cash, future competing investment opportunities, general economic, business, and market conditions, and other risks and uncertainties that may adversely impact our business.  Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the Company's business including, increased competition; the ability of the Company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in the Company's filings with the Securities and Exchange Commission.

Contact: Charles F. Trapp, Executive Vice President and Chief Financial Officer 610-336-9045 ext. 240

Maple Park, Maple Court

Tankersley, S75 3DP UK

Tel : +44 (0) 1244 311794