Note 8 - Stockholders' Equity

12 Months Ended

Jun. 30, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE 8. STOCKHOLDERS

’ EQUITY

Common Stock

The Company issues shares of common stock to the non-management members of the Board of Directors under the Company

’s 2007 LTIP for quarterly compensation. The shares vest over a three-year period and are issued quarterly. The Company also gives the non-management members of the Board of Directors the option to receive shares of common stock in lieu of cash compensation.

During the years ended June 30, 2016 and 2015, the Company issued 57,126 and 61,207 shares of common stock, respectively, valued at $0.3 million and $0.2 million, respectively for the vesting of shares granted to the non-management members of the Board of Directors under the Company

’s 2007 LTIP and in lieu of cash compensation. There are no remaining shares available under the plan as of June 30, 2016.

Tender Offer

On December 1, 2015, the Company completed a cash tender offer (the “

Tender Offer”) and purchased 2.0 million shares of its common stock at a purchase price of $7.50 per share for a total purchase price of $15.0 million. The Company canceled and retired the shares purchased pursuant to the Tender Offer.  In connection with the Tender Offer, the Company incurred costs of $0.1 million directly related to the Tender Offer, which were recorded in additional paid-in capital.

Treasury Stock

During the years ended June 30, 2016 and 2015, the Company repurchased, under its stock repurchase program, 29,695 and 89,388 shares of common stock at a cost of $0.2 million and $0.5 million, respectively. As of June 30, 2016, the Company has repurchased a total of 1,982,235 shares at a cost of $4.7 million, pursuant to a stock repurchase program approved by the Company

’s Board of Directors. The stock repurchase program was cancelled on October 30, 2015 in connection with the Tender Offer. 

During the year ended June 30, 2015, the Company retired 137,362 shares, at a value of $0.8 million.

Stock-Based Compensation

Stock-based compensation expense for restricted stock and stock issuances of $0.4 million and $0.6 million was recorded in the years ended June 30, 2016 and 2015, respectively, and was recorded in general and administrative expenses in the statements of comprehensive income.  As of June 30, 2016, $0.3 million of total unrecognized stock-based compensation expense related to restricted stock is expected to be recognized over approximately 3.1 years.

A summary of the Company's common stock option activity is pr

esented below (shares in thousands):

	Options Outstanding
	Number of Shares (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding - July 1, 2015		121	$	1.23
Options granted		-		-
Options exercised		-		-
Options cancelled		-		-
Options outstanding - June 30, 2016		121	$	1.23		5.0	$	596
Options exercisable - June 30, 2016		121	$	1.23		5.0	$	596
Options exercisable and vested - June 30, 2016		121	$	1.23		5.0	$	596

During the year ended June 30, 2016, no stock

options were exercised.

The aggregate intrinsic value represents the total pre-tax amount of proceeds, net of the exercise price, which would have been received by the option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price of the Company's common stock on June 30, 2016.

A summary of the Company's restricted common stock activity is presented below (shares in thousands):

	Number of			Weighted Average
	Shares			Initial Value Price
	(in thousands)			Per Share
Restricted stock outstanding - July 1, 2015		866		$	0.48
Issuance of restricted stock		160			1.79
Vesting		(250	)		0.52
Forfeitures		-			-
Restricted stock outstanding - June 30, 2016		776		$	0.87

A summary of the vesting levels of the Company's restricted common stock is presented below:

			Weighted Average
	Number of		Initial Value Price
	Shares		Per Share
30 day VWAP per share vesting level (1):
$7.00 per share		84,676	$	0.39
$8.00 per share		481,327	$	0.43
$9.00 per share		82,178	$	1.25
$10.00 per share		48,000	$	1.79
$11.00 per share		48,000	$	1.79
$12.00 per share		32,000	$	1.79

(1) The outstanding restricted stock becomes vested when the Company ’s 30-day volume weighted average price (“VWAP”) per share is at or above these levels.

During the years ended June 30, 2016 and 2015, the Company withheld 60,612 and 134,386 shares of common stock at a cost of $0.3 million and $0.8 million, respectively,

 for the payment of taxes on shares that vested during the year.

Employee Stock Purchase Plan

On September 21, 2011, the Company approved the MAM Software Group, Inc. Employee Stock Purchase Plan (“

ESPP” or the “Plan”). On December 16, 2011, the stockholders approved the ESPP. Under the ESPP, the Company will grant eligible employees the right to purchase common stock through payroll deductions at a price equal to the lesser of 85% of the fair market value of a share of common stock on the exercise date of the current offering period or 85% of the fair market value of our common stock on the grant date of the offering period. No employee will be granted an option to purchase more than $2,400 of fair market value common stock in a calendar year. The Plan is intended to be an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code. The Plan covers a maximum of 100,000 shares of common stock which will be offered to employees until January 2, 2022 or until the Plan is terminated by the Board of Directors.

During the year ended

June 30, 2016, the Company issued 15,794 shares of common stock to employees including an executive officer, under the ESPP in lieu of compensation, which shares of common stock were valued at approximately $0.1 million based on the closing market price of the Company’s common stock on January 2, 2015 and December 31, 2015.

During the year ended June 30, 2015, the Company issued 15,957 shares of common stock to employees including an officer, under the ESPP in lieu of cash compensation, which were valued at approximately $0.1 million based on the closing mar

ket price of the Company’s common stock on July 1, 2014 and January 2, 2014.

Warrants

The following is a summary of warrant activity for the year ended June 30, 2015:

Balance as of July 1, 201 4	4,630
Warrants expired	(4,630	)
Warrants issued and outstanding at June 30, 2015	-

During the year ended June 30, 2015, 4,630 warrants with an exercise price of $0.80 expired.  There are no warrants outstanding as of June 30, 2016.