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

Date of Report (Date of earliest event reported): May 15, 2017

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)) 

Item 2.02. Results of Operations and Financial Condition.

On May 15, 2017, MAM Software Group, Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter and nine months ended March 31, 2017 (the “Press Release”). 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 Form 8-K (including Exhibit 99.1) is being “furnished,” and 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.

(d) Exhibits:

99.1 Press Release of MAM Software Group, Inc., dated May 15, 2017.

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: May 15, 2017	MAM SOFTWARE GROUP, INC.
	By:	/s/ Brian H. Callahan
		Name: Brian H. Callahan Title: Chief Financial Officer

EX-99.1

MAM Software Reports Fiscal Third Quarter Results

MAM delivers steady constant currency growth

BARNSLEY, England, May 15, 2017 /PRNewswire/ -- MAM Software Group, Inc. (NASDAQ Capital Market: MAMS) (the "Company" or "MAM"), a leading global provider of on-premise and cloud-based business management solutions for the auto parts, tire and vertical distribution industries, announced the following financial results in accordance with U.S. generally accepted accounting principles (“GAAP”) for its third fiscal quarter and nine months ended March 31, 2017, through the filing on May 15, 2017 of its Quarterly Report on Form 10-Q with the Securities and Exchange Commission:

(In thousands, except share and per share data)	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
	2017		2016		2017		2016
Net revenues	$	7,873	$	7,916	$	23,317	$	23,812
Gross profit	$	4,306	$	4,308	$	12,938	$	12,850
Operating income	$	860	$	855	$	2,629	$	2,637
Income before provision for income taxes	$	662	$	751	$	2,189	$	2,696
Net income	$	678	$	596	$	2,141	$	2,164
Earnings per share attributed to common stockholders – basic	$	0.06	$	0.05	$	0.18	$	0.17
Earnings per share attributed to common stockholders – diluted	$	0.06	$	0.05	$	0.18	$	0.17
Weighted average shares outstanding – basic		11,739		11,426		11,719		12,580
Weighted average shares outstanding – diluted		11,830		11,770		11,810		12,925

Michael Jamieson, MAM Software Group President and Chief Executive Officer commented, “Our third quarter financial results are consistent with our expectations and our near-term focus on completing key development projects. MAM business fundamentals are solid as we continue to attract new business at a steady pace, delivering revenue growth that approached double-digits on a constant currency basis. As fiscal 2017 year continues to unfold in-line with our plans, we are reaffirming our fiscal 2017 full-year guidance.”

“Our U.K. operations experienced steady growth and profitability while maintaining its strong market position,” continued Jamieson. “In North America, we remain focused on the development of VAST Online but we have also seen progress on other key growth initiatives. This was evidenced by over 20 percent growth in our North America revenues year-to-date. We believe the key client and industry relationships we have developed will continue to give us access to growth opportunities.”

Third Quarter Highlights:

● Net revenues of $7.9 million were down slightly compared to the same period last year. On a constant currency basis, revenues were up 9% over the same period last year.

● Recurring revenues were 82% of total revenues compared to 81% of total revenues for the same period last year.

● Total Software as a Service (SaaS) revenues increased 24% year-over-year and 6% sequentially.

● Operating income was $860,000, or 10.9% of revenues, versus $855,000, or 10.8% of revenues, for the same period last year. Changes in foreign currency exchange rates negatively impacted operating income by $166,000 as compared to the same period last year.

● Adjusted EBITDA* was $1.1 million, or 13% of revenues, versus $1.1 million, or 14% of revenues, for the same period last year. Changes in foreign currency exchange rates negatively impacted Adjusted EBITDA* by $178,000 as compared to the same period last year.

● Net income was $678,000 as compared to $596,000 in the same period last year. Changes in foreign currency exchange rates negatively impacted net income by $204,000, or $0.02 per basic and diluted share, as compared to the same period last year.

Third Quarter Financial Results:

Net revenues were $7.9 million for the quarter ended March 31, 2017 versus $7.9 million for the same period last year, a decrease of $43,000, or 0.5%.

● On a constant currency basis, revenue was up 9.4% over the same period last year.

● Recurring revenue for the quarter was $6.5 million, or 82% of total revenue, an increase of $98,000 or 1.5%, over $6.4 million, or 81% of total revenue, for the third quarter last year. Sequentially, recurring revenue increased $182,000, or 2.9%, compared to $6.3 million in the fiscal second quarter of 2017. On a constant currency basis, recurring revenue increased $792,000, or 12.4%, as compared to the third quarter last year, and increased by $220,000, or 3.2%, sequentially.

● Total Software as a Service (SaaS) revenue for the quarter was $2.2 million, an increase of $433,000, or 24.3%, year-over-year and an increase of $132,000, or 6.3%, sequentially when compared to the second quarter of fiscal 2017. On a constant currency basis, SaaS revenue increased $691,000, or 38.8%, as compared to the third quarter last year, and increased by $148,000, or 6.4%, sequentially. The increase in the SaaS revenue was primarily attributable to a 25.3% increase in Autowork Online (SaaS) revenue for the quarter to $1.4 million, and a 22.7% increase in Autopart Online (SaaS) revenue for the quarter to $847,000.

● Total Data as a Service (DaaS) revenue for the quarter was $2.2 million, a decrease of $192,000, or 8.0%, year over year, and an increase of $73,000, or 3.4%, sequentially when compared to the fiscal second quarter of 2017. On a constant currency basis, DaaS revenue increased $54,000, or 2.3%, as compared to the same period last year, and increased $90,000, or 3.8%, sequentially.

Gross profit for the quarter was $4.3 million, or 54.7% of total revenue, a slight decrease as compared to $4.3 million, or 54.4% of total revenue, for the same period last year. Changes in foreign currency exchange rates negatively impacted gross profit by $417,000 as compared to the same period last year.

Operating expenses for the quarter were relatively flat at $3.4 million as compared to the $3.5 million for the same period last year. Decreases in expenses from changes in foreign currency were primarily offset by increased investments in R&D and increases in commissions and other incentive compensation.

Operating income for the quarter remained relatively flat at $860,000, as compared to $855,000, for the same period last year. Changes in foreign currency exchange rates negatively impacted operating income by $166,000 as compared to the same period last year.

Other expense for the quarter was $198,000 as compared to $104,000 for the same period last year. The increase was primarily the result of the accelerated amortization of deferred financing due to refinancing the debt during the third quarter of 2017.

Net income for the quarter increased by $82,000, or 13.8%, to $678,000, or $0.06 per basic and diluted share, compared to net income of $596,000, or $0.05 per basic and diluted share, for the same period last year. Changes in foreign currency exchange rates negatively impacted net income by $204,000, or $0.02 per basic and diluted share, as compared to the same period last year.

Year-to-Date Highlights

● Net revenues were $23.3 million, a decrease of 2.1% compared to $23.8 million in the same period last year. On a constant currency basis, revenues were up 9.6% over the same period last year.

● Recurring revenues increased 1.3% to $19.2 million compared to $18.9 million in the same period last year. Recurring revenues were 82.3% of total revenues compared to 79.5% in the same period last year.

● Total Software as a Service (SaaS) revenue increased 25.5% to $6.3 million compared to $5.0 million in the same period last year.

● Operating income was $2.63 million, or 11.3% of revenues, versus $2.64 million, or 11.1% of revenues, for the same period last year. Changes in foreign currency exchange rates negatively impacted operating income by $644,000, as compared to the same period last year.

● Adjusted EBITDA* was $3.3 million, or 14.1% of revenues, versus $3.6 million, or 15.1% of revenues, for the same period last year. Changes in foreign currency exchange rates negatively impacted Adjusted EBITDA* by $685,000, as compared to the same period last year.

● Net income was $2.1 million as compared to $2.2 million in the same period last year. Changes in foreign currency exchange rates negatively impacted net income by $636,000, or $0.05 per basic and diluted share, as compared to the same period last year.

Year-to-Date Financial Results:

Net revenues were $23.3 million for the nine months ended March 31, 2017 versus $23.8 million for the same period last year, a decrease of $495,000 or 2.1%.

● On a constant currency basis, revenues were up 9.6% over the same period last year.

● Recurring revenues for the six months were $19.2 million, or 82.3% of total revenues, an increase of $245,000 or 1.3%, over $18.9 million, or 79.5% of total revenues for the same period last year. On a constant currency basis, recurring revenue increased $2.7 million, or 14.2%, as compared to the same period last year.

● Total Software as a Service (SaaS) revenues for the nine months were $6.3 million, an increase of $1.3 million, or 25.5%, year-over-year. On a constant currency basis, SaaS revenue increased $2.2 million, or 43.2%, as compared to the same period last year. The increase in the SaaS revenues was primarily attributable to a 23.5% increase in Autowork Online (SaaS) revenues for the nine months to $3.9 million, and a 28.8% increase in Autopart Online (SaaS) revenues for the nine months to $2.4 million.

● Total Data as a Service (DaaS) revenues for the nine months were $6.6 million, a decrease of $744,000, or 10.1%, year over year. On a constant currency basis, DaaS revenue increased $125,000, or 1.7%, as compared to the same period last year.

Gross profit for the nine months ended March 31, 2017 was $12.9 million, or 55.5% of total revenue, a slight increase from $12.9 million, or 54.0% of total revenue, for the same period last year. Changes in foreign currency exchange rates negatively impacted gross profit by $1.5 million, as compared to the same period last year. The increase in gross profit margins was primarily the result of an increase in higher margin nonrecurring revenues primarily related to Autopart software license deals and increased ALLDATA user counts, pricing, and customization, partially offset by increases in professional services headcount to support growth.

Operating expenses for the nine months ended March 31, 2017 increased by $96,000 to $10.3 million, an increase of 0.9% as compared to the $10.2 million for the same period last year. The increase was primarily the result of increases in R&D expenses primarily to support new client development, annual incentive plans, allowance for bad debts, and changes within the accounting and financing organization, partially offset by changes in foreign currency exchange rates and a decrease in sales and marketing expenses related to lower headcount.

Operating income for the nine months ended March 31, 2017 decreased slightly to $2.6 million as compared to $2.6 million for the same period last year. Changes in foreign currency exchange rates negatively impacted operating income by $644,000 as compared to the same period last year.

Other expense for the nine months ended March 31, 2017 was $440,000 as compared to other income of $59,000 for the same period last year. Interest expense increased $282,000 due to borrowings used to fund a public tender offer completed in the second quarter of fiscal year 2016 and the accelerated amortization of deferred financing due to refinancing the debt during the third quarter of 2017. Other income for the nine months ended March 31, 2016 included a $217,000 gain from the settlement of liabilities with certain vendors.

Net income for the nine months ended March 31, 2017 decreased by $23,000, or 1.1%, to $2.1 million, or $0.18 per basic and diluted share, compared to net income of $2.2 million, or $0.17 per basic and diluted share, for the same period last year. Changes in foreign currency exchange rates negatively impacted net income by $636,000, or $0.05 per basic and diluted share, as compared to the same period last year.

Balance Sheet and Other Financial Highlights

● The Company ended the quarter with $819,000 in cash after capital expenditures and capitalized software development costs of $2.2 million year-to-date.

● As of March 31, 2017, the Company had $8.5 million of debt outstanding under its term loan and nothing outstanding under its $2.75 million revolving loan facility.

● Stockholders' equity increased from $5.0 million at June 30, 2016, or 36%, to $6.8 million at March 31, 2017.

● As of March 31, 2017, there were 12.3 million shares of common stock outstanding.

Business Outlook

The Company's reaffirmed its expectations for fiscal year 2017 Adjusted EBITDA* of $4.1 million to $4.6 million.

Conference Call Information

The Company has scheduled a conference call for Tuesday, May 16, 2017, at 9 a.m. ET to review the results. Investors and interested parties can access the conference call by dialing:

● Toll-Free: 1-888-747-4666

● Toll/International: 1-913-312-1451

● UK Toll-Free: 0 808 101 7548

A replay will be available until May 30, 2017 by calling 1-844-512-2921 (United States) or 1-412-317-6671 (toll/UK/international). Please use pin number 9381218 for the replay.

A live webcast as well as a replay of the call will be accessible at the investor relations section of the Company's website, www.mamsoftware.com. The replay will be active for 60 days following the conference call.

About MAM Software Group, Inc.

MAM Software is a leading global provider of cloud-based business and on-premise management solutions for the auto parts, tire and vertical distribution industries. The company provides a portfolio of innovative software (SaaS and packaged), data (DaaS), and integration (iPaaS) services that enable businesses to intelligently manage core business processes, control costs and generate new profit opportunities. MAM's integrated platforms provide a wealth of rich functionality including: point-of-sale, inventory, purchasing, reporting, data and e-commerce. Wholesale, retail and installer business across North America, the U.K. and Ireland rely on MAM solutions, backed by dedicated teams of experienced service and support professionals. For further information, please visit http://www.mamsoftware.com.

*Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization adjusted to exclude non-cash equity compensation, and other special non-recurring charges. A reconciliation of adjusted EBITDA to net income (loss) can be found at the end of the following tables. Adjusted EBITDA is commonly used by management and investors as an indicator of operating performance and liquidity. Adjusted EBITDA is not considered a measure of financial performance under GAAP and it should not be considered as an alternative to net income (loss), or other financial statement data presented in accordance with GAAP in our consolidated financial statements.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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:

MAM Software

Brian H. Callahan

Chief Financial Officer

610-336-9045 ext. 240

Hayden IR

James Carbonara

Regional Vice President

james@haydenir.com

646-755-7412

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	March 31,			June 30,
	2017			2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	819		$	491
Accounts receivable, net of allowance of $534 and $359, respectively		4,505			4,627
Inventories		381			221
Prepaid expenses and other current assets		1,090			1,495
Income tax receivable		124			535
Total Current Assets		6,919			7,369
Property and Equipment, Net		527			581
Other Assets
Goodwill		7,962			8,363
Intangible assets, net		632			739
Software development costs, net		7,031			5,234
Other long-term assets		96			68
TOTAL ASSETS	$	23,167		$	22,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,447		$	1,618
Accrued expenses and other liabilities		1,858			1,811
Payroll and other taxes		907			1,188
Current portion of long-term debt		1,561			1,879
Current portion of deferred revenues		1,454			939
Sales tax payable		733			750
Income tax payable		-			1
Total Current Liabilities		7,960			8,186
Long-Term Liabilities
Deferred revenues, net of current portion		409			273
Deferred income taxes		498			535
Long-term debt, net of current portion		6,946			7,808
Other long-term liabilities		529			533
Total Liabilities		16,342			17,335
Commitments and Contingencies
Stockholders' Equity
Preferred stock: Par value $0.0001 per share; 2,000 shares authorized, none issued and outstanding		-			-
Common stock: Par value $0.0001 per share; 18,000 shares authorized, 13,050 shares issued and 12,260 shares outstanding at March 31, 2017 and 13,199 shares issued and 12,409 shares outstanding at June 30, 2016		1			1
Additional paid-in capital		16,458			16,162
Accumulated other comprehensive loss		(3,616	)		(2,985	)
Accumulated deficit		(3,644	)		(5,785	)
Treasury stock at cost, 790 shares at March 31, 2017 and 790 shares at June 30, 2016		(2,374	)		(2,374	)
Total Stockholders' Equity		6,825			5,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	23,167		$	22,354

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands, except share and per share data)

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2017			2016			2017			2016
Net revenues	$	7,873		$	7,916		$	23,317		$	23,812
Cost of revenues		3,567			3,608			10,379			10,962
Gross Profit		4,306			4,308			12,938			12,850
Operating Expenses
Research and development		1,003			1,005			2,854			2,819
Sales and marketing		917			905			2,859			3,016
General and administrative		1,471			1,436			4,423			4,071
Depreciation and amortization		55			107			173			307
Total Operating Expenses		3,446			3,453			10,309			10,213
Operating Income		860			855			2,629			2,637
Other Income (Expense)
Interest expense, net		(198	)		(104	)		(440	)		(158	)
Gain on settlement of liabilities		-			-			-			217
Total other income (expense), net		(198	)		(104	)		(440	)		59
Income before provision (benefit) for income taxes		662			751			2,189			2,696
Income tax expense (benefit)		(16	)		155			48			532
Net Income	$	678		$	596		$	2,141		$	2,164
Earnings per share attributed to common stockholders – basic	$	0.06		$	0.05		$	0.18		$	0.17
Earnings per share attributed to common stockholders - diluted	$	0.06		$	0.05		$	0.18		$	0.17
Weighted average common shares outstanding – basic		11,739			11,426			11,719			12,580
Weighted average common shares outstanding – diluted		11,830			11,770			11,810			12,925
Net Income	$	678		$	596		$	2,141		$	2,164
Foreign currency translation income (loss)		41			(252	)		(631	)		(1,068	)
Total Comprehensive Income	$	719		$	344		$	1,510		$	1,096

MAM SOFTWARE GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	For the Nine Months Ended
	March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,141		$	2,164
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		331			203
Depreciation and amortization		372			514
Amortization of debt discount and debt issuance costs		120			19
Deferred income taxes		5			(18	)
Stock-based compensation expense		278			225
Changes in assets and liabilities:
Accounts receivable		(390	)		48
Inventories		(173	)		(64	)
Prepaid expenses and other assets		314			431
Income tax receivable		338			-
Accounts payable		(121	)		(256	)
Accrued expenses and other liabilities		360			(585	)
Payroll and other taxes		(209	)		234
Deferred revenues		699			137
NET CASH PROVIDED BY OPERATING ACTIVITIES		4,065			3,052
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(88	)		(71	)
Capitalized software development costs		(2,136	)		(2,009	)
Business acquisition, net of cash acquired		-			(453	)
NET CASH USED IN INVESTING ACTIVITIES		(2,224	)		(2,533	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		9,519			10,500
Repayment of long-term debt		(10,681	)		(476	)
Common stock surrendered to pay for tax withholding		(149	)		-
Repurchase of common stock for treasury		-			(161	)
Repurchase of common stock		-			(15,000	)
Payment of fees for repurchase of common stock		-			(118	)
Payment of fees for acquisition of debt		(138	)		(123	)
NET CASH USED IN FINANCING ACTIVITIES		(1,449	)		(5,378	)
Effect of exchange rate changes		(64	)		(342	)
Net change in cash and cash equivalents		328			(5,201	)
Cash and cash equivalents at beginning of period		491			6,793
Cash and cash equivalents at end of period	$	819		$	1,592

MAM SOFTWARE GROUP, INC.
Calculation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Non-GAAP)
(Unaudited) (In thousands)
	For the Three Months Ended March 31,					For the Nine Months Ended March 31,
	2017			2016		2017		2016
Net income (GAAP)	$	678		$	596	$	2,141	$	2,164
Interest expense, net		198			104		440		158
Provision for income taxes		(16	)		155		48		532
Depreciation and amortization		120			178		372		514
Non-cash stock compensation		78			83		278		225
Adjusted EBITDA (Non-GAAP)	$	1,058		$	1,116	$	3,279	$	3,593