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 6, 2012 (November 6, 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):

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

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

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

¨ 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 markets 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 November 6, 2012, the Company issued a press release announcing its financial and operational results for the fiscal quarter ended September 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.

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 6, 2012, entitled “MAM Software Group Reports Quarterly 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: November 6, 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 November 6, 2012, entitled “MAM Software Group Reports Quarterly Financial Results”

EX-99.1

Exhibit 99.1

MAM Software Group Reports Quarterly Financial Results

Barnsley, England, November 6, 2012 /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, 2012:

	For The Quarter Ended
(In thousands, except share and per share data)	September 30,
	2012		2011
Revenues	$	6,483	$	6,162
Gross profit	$	3,773	$	3,477
Operating income	$	914	$	874
Income before provision for income tax	$	753	$	971
Net income	$	624	$	731
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		12,968,665		14,213,380
Weighted average shares outstanding - diluted		13,116,886		14,480,289

First Quarter Highlights:

• Continued investment in research and development. Autowork Online, our UK ‘Cloud’ based service dealer product has been ‘localized’ for North America and is ready for pilot.

• A 6.3% annual growth in recurring revenues to $4,634,000 or 72% of total revenue.

• A cash position, net of interest bearing debt, of $1,751,000, after the repurchase of $759,000 worth of common stock and $475,000 worth of warrants.

• Continued quarterly growth of Autowork Online (SAAS) subscribers to 2,707 and quarter-over-quarter revenue increase of $26,000, or 8%, to $332,000 for the three months ended September 30, 2012 vs. the three months ended June 30, 2012.

• System backlog of $1,097,000.

• Repurchase of 336,483 shares of common stock for approximately $759,000 during the quarter.

First Quarter Financial Review:

Revenues were $6,483,000 for the three months ended September 30, 2012, compared with $6,162,000 for the three months ended September 30, 2011, an increase of $321,000 or 5.2%. Operating income increased $40,000 or 4.6% to $914,000 for the quarter ended September 30, 2012, as compared to income of $874,000 for September 30, 2011. Net income after taxes decreased $107,000 or 14.6% to $624,000 for the quarter ended September 30, 2012 vs. income of $731,000 for the quarter ended September 30, 2011 primarily from $206,000 of derivative liability expenses vs. derivative income of $150,000 in the prior year. The derivative liability expense is the result of an increase in the value of outstanding common stock purchase warrants as they do not meet the requirements to be treated as equity instruments. Basic and Diluted earnings per share were $0.05 versus $0.05 per share for the same year ago period.

The Company reported revenue of $1,930,000 and $4,553,000 from its US and UK operations, respectively, for the three months ended September 30, 2012, compared to $1,520,000 and $4,642,000, respectively, during the same period in 2011. U.S. revenue increased $410,000 to $1,930,000 in 2012 from $1,520,000 in 2011 because of increased sales of software and professional services, and increased recurring revenue. The stronger U.S. dollar resulted in a decrease in UK dollar-denominated revenue of $89,000, or 1%, to $4,553,000 during the three months ended September 30, 2012 from $4,642,000 during the three months ended September 30, 2011. UK software and professional services revenue decreased $311,000 and was partially offset by a $223,000 increase in recurring revenue.

Gross margins for the quarter ended September 30, 2012 were 58.2% vs. 56.4% for the quarter ended September 30, 2011.

Business Update:

Commenting on the first quarter of Fiscal 2013, MAM Software Group's CEO, Michael Jamieson, said, “Our Company continues to execute in furtherance of our strategic goals.” We believe that the introduction of Autowork Online and Autopart Online into the larger North American market will lead to a positive impact on our recurring revenues. In addition, our Company experienced an increase in both revenues and profit margins that resulted in an increase in operating income of $40,000 to $914,000. Our Company's U.S. based recurring revenues increased to $1,183,000 from $1,130,000, an increase of $53,000 or 5%, for the quarter ended September 30, 2012 vs. 2011. Our Company's UK based recurring revenues increased to $3,451,000 from $3,228,000, an increase of $223,000 or 7%, for the quarter ended September 30, 2012 vs. 2011 respectively.” Mr. Jamieson also added, “We continued our strategic development, building on the results achieved in Fiscal 2012. 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 2,707. Revenues from Autowork Online increased to $332,000 or £210,049 from $307,000 or £194,000, an increase of $26,000 or 8% for the quarter ended September 30, 2012 vs. 2011. This product has been localized for the North American market and is being introduced and demonstrated to potential partners. We have introduced Autopart Online, which is a “rental” or SAAS (Software as a Service) version of Autopart. Autopart Online does not require the customer to purchase hardware and software licenses upfront, they can simply “rent” the infrastructure and purchase the professional services required to implement the system. We believe that by removing the capital investment associated with Autopart will lead to an increased interest in our Autopart Online solution. Furthermore, the first quarter produced an Adjusted EBITDA of $1,316,000 versus $1,219,000 for the quarter ending September 30, 2011.”

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)

	September 30, 2012			June 30,  2012
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	2,691		$	3,628
Accounts receivable, net of allowance of $128 and $108		3,624			3,507
Inventories		284			358
Prepaid expenses and other current assets		1,004			957
Total Current Assets		7,603			8,450
Property and Equipment, Net		660			664
Other Assets
Goodwill		9,395			9,158
Amortizable intangible assets, net		1,199			1,361
Software development costs, net		1,048			1,106
Other long-term assets		41			45
TOTAL ASSETS	$	19,946		$	20,784
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,128		$	1,327
Accrued expenses and other		1,465			2,011
Payroll and other taxes		784			580
Derivative liabilities		100			442
Current portion of long-term debt		873			759
Current portion of deferred revenue		370			381
Sales tax payable		723			709
Income tax payable		493			567
Total Current Liabilities		5,936			6,776
Long-Term Liabilities
Deferred revenue, net of current portion		91			130
Deferred income taxes		115			169
Long-term debt, net of current portion		67			283
Other		274			285
Total Liabilities		6,483			7,643
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, 14,414,138 shares issued and 14,026,789 shares outstanding at September  30, 2012 and 15,492,730 shares issued and 14,296,105 shares issued and outstanding at June 30, 2012		1			2
Additional paid-in capital		31,374			33,453
Accumulated other comprehensive loss		(635	)		(930	)
Accumulated deficit		(16,403	)		(17,027	)
Treasury stock at cost, 387,349 shares and 1,196,625 shares at September 30, 2012 and June 30, 2012, respectively		(874	)		(2,357	)
Total Stockholders' Equity		13,463			13,141
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	19,946		$	20,784

The Accompanying Notes Are an Integral Part of these Condensed Consolidated Financial Statements

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, 2012			For the Three Months Ended September 30, 2011
Revenues	$	6,483		$	6,162
Cost of revenues		2,710			2,685
Gross Profit		3,773			3,477
Operating Expenses
Research and development		861			804
Sales and marketing		812			599
General and administrative		896			899
Depreciation and amortization		290			301
Total Operating Expenses		2,859			2,603
Operating Income		914			874
Other (Expense) Income
Interest expense		(41	)		(53	)
Change in fair value of derivative liabilities		(206	)		150
Gain on settlement of derivative liabilities		73			-
Gain on settlement of liability		13			-
Total other (expense) income, net		(161	)		97
Income  before provision for income taxes		753			971
Provision for income taxes		129			240
Net income		624			731
Foreign currency translation  gain (loss)		295			(261	)
Total comprehensive income	$	919		$	470
Earnings  per share attributed to common stockholders:
Basic	$	0.05		$	0.05
Diluted	$	0.05		$	0.05
Weighted average shares outstanding:
Basic		12,968,665			14,213,380
Diluted		13,116,886			14,480,289

The Accompanying Notes Are an Integral Part of these Condensed Consolidated Financial Statements

MAM SOFTWARE GROUP, INC.
Calculation of Adjusted Earnings before Interest, Taxes, Depreciation,
and Amortization (unaudited, includes non-cash compensation and
change in fair value of derivative liabilities.)	For the Quarter Ended
	September  30,
(in thousands)	2012			2011
Net Income	$	624		$	731
Interest Expense		41			53
Taxes		129			240
Depreciation and amortization		290			301
Non-cash  equity compensation		112			44
Gain on settlement of derivative liabilities		(73	)		-
Gain on settlement of liability		(13	)		-
Change in fair value of derivative liabilities		206			(150	)
Adjusted EBITDA	$	1,316		$	1,219

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 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