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

September 13, 2012 (September 13, 2012)

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. 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 customer preferences; and other factors set forth in the Company's most recently filed annual report on Form 10-K. 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 September 13, 2012, the Company issued a press release announcing its financial and operational results for the fiscal year ended June 30, 2012. 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.

A copy of the press release dated September 13, 2012 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 September 13, 2012, entitled “MAM Software Group Reports Year End Financial Results”

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: September 13, 2012		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 September 13, 2012, entitled “MAM Software Group Reports Year End Financial Results”

EX-99.1

Exhibit 99.1

MAM Software Group Reports Year End Financial Results

Barnsley, England, September 13, 2012 /PRNewswire-First Call/ -- MAM Software Group, Inc. (OTC Bulletin Board: MAMS) (the “Company” or “MAM”), a leading provider of business automation and ecommerce solutions for the automotive aftermarket, announced the following financial results for its fiscal year ended June 30, 2012, through the filing on September 13, 2012 of its Annual Report on Form 10-K with the Securities and Exchange Commission:

(In thousands, except share	For The Three Months				For The Year
and per share data)	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
Revenues	$	7,112	$	6,752	$	26,090	$	25,619
Gross profit	$	4,458	$	3,826	$	15,414	$	14,772
Operating income	$	1,869	$	1,020	$	4,792	$	4,099
Income before provision for income tax	$	1,994	$	995	$	5,046	$	3,193
Net income (loss)	$	1,802	$	737	$	4,096	$	2,288
Earnings (loss) per share attributed to common stockholders - basic	$	0.13	$	0.06		0.29	$	0.19
Earnings (loss) per share attributed to common stockholders - diluted	$	0.11	$	0.05		0.29	$	0.18
Weighted average common shares outstanding - basic		13,502,619		14,142,315		13,976,810		12,295,696
Weighted average common shares outstanding - diluted		14,944,459		14,397,050		14,253,291		12,482,899

Fourth Quarter Financial Review:

The Company's revenue was $7,112,000 for the fourth quarter ended June 30, 2012 as compared to $6,752,000 for the fourth quarter ended June 30, 2011, an increase of $360,000 or 5%. Operating income for the quarter ended June 30, 2012, increased by $849,000 to $1,869,000 versus operating income of $1,020,000, an 83% improvement. Net income for the quarter ended June 30, 2012, increased by $1,065,000 to $1,802,000 versus $737,000, a 145% improvement, over the same period a year ago. Basic earnings per share was $0.13 versus $0.06 per share, and diluted earnings per share was $0.11 versus $0.05 per share, for the same year ago period, respectively.

Gross margins for the three months ended June 30, 2012 were 62.7% vs. 56.7% for the three months ended June 30, 2011.

The Company's revenue from its U.S. and U.K. operations was $2,515,000 and $4,597,000, respectively, compared to $1,489,000 and $5,263,000, respectively, during the same period in 2011. U.S. recurring revenue increased $23,000 or 2% to $1,137,000 for the quarter ended June 30, 2012 from $1,114,000 for the quarter ended June 30, 2011. U.K. recurring revenue increased $1,171,000 or 53% to $3,363,000 for the quarter ended June 30, 2012 from $2,192,000 for the quarter ended June 30, 2011.

Fiscal Year Highlights:

· Increased investment in research and development resulting in the launch of a new warehouse management system (WMS) and a new business intelligence tool (EMI+).

· Autowork Online (SAAS) year-over-year revenue increase of $341,000 or 42% to $1,157,000.

· An increase in Net Income of $1,808,000 or 79% to $4,096,000 resulting in a 43% return on beginning stockholders equity.

· An increase in Adjusted EBITDA of $605,000 or 10% to $6,405,000

· A $858,000 or 31% increase in cash to $3,628,000.

· A $1,678,000 or 185% increase in cash, net of interested bearing debt to $2,586,000.

· Repurchase of 1,196,625 shares of common stock for approximately $2,357,000 during the year including 709,892 shares repurchased for approximately $1,489,000 in the fourth quarter.

· Shareholders’ Equity year-over-year increase of $1,668,000 or 15% to $13,141,000.

Fiscal Year Financial Review:

The Company reported revenue of $26,090,000 for the year ended June 30, 2012 as compared to $25,619,000 for the year ended June 30, 2011, an increase of $471,000 or 1.8%. Operating income increased $693,000 or 17% to $4,792,000 for the year ended June 30, 2012, as compared to income of $4,099,000 for June 30, 2011. Net income increased $1,808,000 or 79% to $4,096,000 for the year ended June 30, 2012 versus income of $2,288,000 for the year ended June 30, 2011. Basic earnings per share was $0.29 versus earnings per share of $0.19 in the prior year and the diluted earnings per share was $0.29 versus earnings per share of $0.18 in the prior year.

Gross margins for the year ended June 30, 2012 were 57.7% versus 57.7% for the year ended June 30, 2011.

The Company reported revenue of $7,700,000 and $18,390,000 from its US and UK operations, respectively, for the year ended June 30, 2012, compared to $6,328,000 and $19,291,000, respectively, during the same period in 2011. US revenue increased $1,372,000 or 22% to $7,700,000 in 2012 from $6,328,000 in 2011, primarily as a result of increased software and system sales. UK Revenues decreased 522,000GBP or 4.3% primarily as a result of reduced system sales which resulted in a reduction in reported revenues of $827,000. The stronger US dollar resulted in dollar denominated revenue of $18,390,000 during 2012 as compared to $19,291,000 during 2011, which is a decrease of $901,000.  U.S. recurring revenue increased $162,000 or 4% to $4,551,000 for the year ended June 30, 2012 from $4,389,000 for the year ended June 30, 2011. U.K. recurring revenue increased $1,804,000 or 16% to $13,123,000 for the year ended June 30, 2012 from $11,319,000 for the year ended June 30, 2011.

Business Update:

Commenting on the fiscal full year results, MAM's CEO, Michael Jamieson, said, "This has been a year of continued improvement for our company, driven by our simultaneous execution of sustained growth in sales and earnings, as well as, a reduction in operating expenses. Our company's US subsidiaries, MAM Software Inc. and Aftersoft Network N.A., continued to produce increased revenue, operating profits, and net income. The improvements in the US operations and the increased UK recurring revenues enabled our company to mitigate the effects of the slowing UK economy and drastically improve our company’s overall operating results for the fourth quarter and full year. Additionally, during the FY 2012, we have substantially improved our balance sheet by increasing our cash position by $858,000 to $3,628,000, decreasing our debt by $820,000 to $1,042,000, and increasing our Stockholders' Equity by 15% to $13,141,000. This increase in Stockholders Equity was achieved after the repurchase of 1,196,625 shares of common stock for approximately $2,357,000." Mr. Jamieson further elaborated that "the fiscal year produced an Adjusted EBITDA result of $6,405,000 versus $5,800,000 for the fiscal year ending June 30, 2011, an increase of $605,000."

Commenting on the Company's strategic initiatives, Mr. Jamieson, said, "We continued our strategic development, building on the results achieved in FY 2011. Throughout FY 2012 we increased investment in research and development and sales and marketing in support of our strategic goals. In terms of research and development, a warehouse management software module, a new business intelligence reporting tool called EMI+ and a US version of Autowork Online were some of the major development projects that were commissioned. In terms of sales and marketing, we were able to add a further seven experienced recruits to our Sales Teams in North America. We continued to make progress with our 'cloud' based application, Autowork Online in the UK. Subscribers to Autowork Online have increased each month of this fiscal year and now total 2,622. Revenues from Autowork Online were $307,000 for the three months, a $9,000 or 3% quarter-over-quarter revenue growth and $1,157,000 for the twelve months ended June 30, 2012. We will continue to work hard to extend this positive trend over the coming months as more customers are introduced to the product. In addition to this, maintenance revenue generated from new system sales across the Group and increased sales of our data solutions in the UK helped to drive increased levels of recurring revenue across the business. Our goals for the upcoming fiscal year include the launch of Autopart Online, a hosted version of our Autopart software, further penetration of the UK market with Autowork Online and the introduction of a US version of the same 'cloud' based product. We believe that our suite of modern business solutions, built by a team of experienced professionals using the latest technology, will continue to be the differentiating factor for the business. We are looking forward to the 2013 Fiscal Year."

MAM SOFTWARE GROUP, INC.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

	For the Years Ended June 30,
	2012			2011
Revenues	$	26,090		$	25,619
Cost of revenues		10,676			10,847
Gross Profit		15,414			14,772
Operating Expenses
Research and development		3,267			3,150
Sales and marketing		2,709			2,225
General and administrative		3,448			4,189
Depreciation and amortization		1,198			1,109
Total Operating Expenses		10,622			10,673
Operating Income		4,792			4,099
Other Income (Expense)
Interest expense		(191	)		(653	)
Change in fair value of derivative liabilities		230			(315	)
Gain on settlement of liabilities		215			62
Total Other Income (Expense), net		254			(906	)
Income before provision for income taxes		5,046			3,193
Provision for income taxes		950			905
Net Income		4,096			2,288
Foreign currency translation (loss) gain		(369	)		207
Total Comprehensive Income	$	3,727		$	2,495
Earnings per share attributed to common stockholders - basic	$	0.29		$	0.19
Earnings  per share attributed to common stockholders - diluted	$	0.29		$	0.18
Weighted average common shares outstanding - basic		13,976,810			12,295,696
Weighted average common shares outstanding - diluted		14,253,291			12,482,899

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30, 2012			June 30,  2011
ASSETS
Current Assets
Cash and cash equivalents	$	3,628		$	2,770
Accounts receivable, net of allowance of $108 and $174		3,507			3,340
Inventories		358			293
Prepaid expenses and other current assets		957			732
Total Current Assets		8,450			7,135
Property and Equipment, Net		664			776
Other Assets
Goodwill		9,158			9,332
Amortizable intangible assets, net		1,361			2,093
Software development costs, net		1,106			1,364
Other long-term assets		45			70
TOTAL ASSETS	$	20,784		$	20,770
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,327		$	1,129
Accrued expenses and other		2,011			2,468
Payroll and other taxes		580			385
Derivative liabilities		442			672
Current portion of long-term debt		759			1,086
Current portion of deferred revenue		381			438
Sales tax payable		709			918
Income tax payable		567			664
Total Current Liabilities		6,776			7,760
Long-Term Liabilities
Deferred revenue, net of current portion		130			190
Deferred income taxes		169			246
Long-term debt, net of current portion		283			776
Other		285			325
Total Liabilities		7,643			9,297
Commitments and Contingencies
Stockholders' Equity
Preferred stock: Par value $0.0001 per share; 2,000,000 shares authorized, none issued and outstanding		-			–
Common stock: Par value $0.0001 per share; 18,000,000 shares authorized, 15,492,730 shares issued and 14,296,105 shares outstanding at June 30, 2012 and 14,167,621 shares issued and outstanding at June 30, 2011		2			1
Additional paid-in capital		33,453			33,156
Accumulated other comprehensive loss		(930	)		(561	)
Accumulated deficit		(17,027	)		(21,123	)
Treasury stock at cost, 1,196,625 shares and 0 shares at June 30, 2012 and June 30, 2011, respectively		(2,357	)		–
Total Stockholders' Equity		13,141			11,473
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,784		$	20,770

MAM SOFTWARE GROUP, INC.

Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization

(In thousands, except share and per share data)

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 Three Months Ended						For the Year Ended
	June 30,						June 30,
(in thousands)	2012			2011			2012			2011
Net Income	$	1,802		$	737			4,096		$	2,288
Interest Expense		43			59			191			653
Taxes		192			258			950			905
Depreciation and amortization		300			295			1,198			1,109
Non-cash equity compensation		(28	)		102			200			530
Change in fair value of derivative liabilities		(49	)		(24	)		(230	)		315
One-time expenses		0			0			0			0
Adjusted EBITDA	$	2,260		$	1,427			6,405		$	5,800

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/.

This press release contains forward-looking statements. 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 from 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