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Document and Entity Information
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9 Months Ended | |
|---|---|---|
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Oct. 31, 2012
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Dec. 14, 2012
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| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | STREAMLINE HEALTH SOLUTIONS INC. | |
| Entity Central Index Key | 0001008586 | |
| Document Type | 10-Q | |
| Document Period End Date | Oct. 31, 2012 | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2012 | |
| Document Fiscal Period Focus | Q3 | |
| Current Fiscal Year End Date | --01-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 12,639,988 |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Computer equipment. No definition available.
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- Definition
Computer software. No definition available.
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- Definition
Contingent consideration for earn-out. No definition available.
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- Definition
Contingent consideration for earn out non current. No definition available.
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- Definition
Contract receivables. No definition available.
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- Definition
Contract receivables, less current portion. No definition available.
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- Definition
Lease incentive liability, less current portion. No definition available.
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- Definition
Office furniture, fixtures and equipment. No definition available.
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- Definition
Other, including deferred income taxes of $711,000, respectively. No definition available.
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- Definition
Prepaid client maintenance contracts. No definition available.
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- Definition
Prepaid hardware and third party software for future delivery. No definition available.
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- Definition
Term loan. No definition available.
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For an unclassified balance sheet, the carrying amount (net of accumulated amortization) as of the balance sheet date of capitalized costs associated with the issuance of debt instruments (for example, legal, accounting, underwriting, printing, and registration costs) that will be charged against earnings over the life of the debt instruments to which such costs pertain. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards expected to be realized or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Gross amount, at the balance sheet date, of long-lived, depreciable assets that are an addition or improvement to assets held under lease arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total obligations incurred as part of normal operations that is expected to be repaid beyond the following twelve months or one business cycle. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, scheduled to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of expenditures made, not otherwise specified in the taxonomy, in advance of the timing of recognition of expenses which are expected to be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents warrants not settleable in cash classified as equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Convertible debt instrument unamortized discount. No definition available.
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- Definition
For an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For each balance sheet presented, the amount of accumulated amortization for capitalized computer software costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after allocation of valuation allowances of noncurrent deferred tax asset attributable to deductible temporary differences and carryforwards. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The redemption (or callable) amount of currently redeemable preferred stock. Includes amounts representing dividends not currently declared or paid but which will be payable under the redemption features or for which ultimate payment is solely within the control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 9 Months Ended | ||
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Oct. 31, 2012
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Oct. 31, 2011
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Oct. 31, 2012
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Oct. 31, 2011
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| Revenues: | ||||
| Systems sales | $ 290,294 | $ 232,395 | $ 719,495 | $ 526,597 |
| Professional services | 1,089,814 | 833,592 | 3,153,672 | 2,708,824 |
| Maintenance and support | 3,148,442 | 2,279,886 | 7,797,263 | 6,558,484 |
| Software as a service | 2,005,813 | 966,218 | 5,358,120 | 2,804,141 |
| Total revenues | 6,534,363 | 4,312,091 | 17,028,550 | 12,598,046 |
| Operating expenses: | ||||
| Cost of systems sales | 717,901 | 583,388 | 1,936,761 | 1,751,890 |
| Cost of professional services | 854,997 | 572,056 | 1,910,951 | 1,923,576 |
| Cost of maintenance and support | 918,750 | 513,868 | 2,349,745 | 1,651,884 |
| Cost of software as a service | 550,875 | 480,368 | 1,849,962 | 1,334,659 |
| Selling, general and administrative | 2,926,830 | 1,494,891 | 6,800,794 | 4,742,084 |
| Product research and development | 866,659 | 303,973 | 1,833,865 | 1,063,903 |
| Total operating expenses | 6,836,012 | 3,948,544 | 16,682,078 | 12,467,996 |
| Operating income (loss) | (301,649) | 363,547 | 346,472 | 130,050 |
| Other income (expense): | ||||
| Interest expense | (895,142) | (25,896) | (1,494,161) | (67,529) |
| Miscellaneous income (expense) | 43,549 | (36,885) | 55,805 | (42,155) |
| Earnings (loss) before income taxes | (1,153,242) | 300,766 | (1,091,884) | 20,366 |
| Income tax benefit (expense) | 3,552,879 | (5,000) | 3,519,879 | (12,315) |
| Net earnings | 2,399,637 | 295,766 | 2,427,995 | 8,051 |
| Less: deemed dividends on Series A Preferred Shares | (139,133) | (139,133) | ||
| Net earnings attributable to common shareholders | $ 2,260,504 | $ 2,288,862 | ||
| Basic net earnings per common share | $ 0.18 | $ 0.03 | $ 0.20 | $ 0.00 |
| Number of shares used in basic per common share computation | 12,393,352 | 9,943,567 | 11,346,428 | 9,823,937 |
| Diluted net earnings per common share | $ 0.15 | $ 0.03 | $ 0.18 | $ 0.00 |
| Number of shares used in diluted per common share computation | 15,365,238 | 9,958,947 | 12,417,256 | 9,837,750 |
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- Definition
Software as a service. No definition available.
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- Definition
Cost of software as a service. No definition available.
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- Definition
Professional services. No definition available.
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- Definition
Maintenance and support. No definition available.
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Maintenance costs incurred and directly related to services rendered by an entity during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total costs of sales and operating expenses for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Other preferred stock dividends and adjustments, not otherwise defined in the taxonomy, that are necessary to adjust net income to obtain net income applicable to common stockholders. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Costs incurred in providing technology services. The services may include training, installation, engineering or consulting. Consulting services often include implementation support, software design or development, or the customization or modification of the licensed software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Adjustments to additional paid in capital reclassification of common stock warrant to Liability. No definition available.
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| X | ||||||||||
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- Definition
Adjustment to additional paid in capital beneficial conversion feature stock warrants issued. No definition available.
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| X | ||||||||||
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- Definition
Stock issued to employee stock purchase plan and exercise of stock options. No definition available.
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| X | ||||||||||
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- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Direct costs (e.g., legal and accounting fees) associated with issuing stock that is deducted from additional paid in capital. Also includes any direct costs associated with stock issues under a shelf registration. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Increase in additional paid in capital due to warrants issued during the period. Includes also the proceeds of debt securities issued with detachable stock purchase warrants that are allocable to the warrants. These warrants qualify for equity classification and provide the holder with a right to purchase stock from the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Equity impact of aggregate cash, stock, and paid-in-kind dividends declared for preferred shareholders during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Number of shares issued during the period as a result of an employee stock purchase plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Value of stock issued pursuant to acquisitions during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Aggregate value of stock related to Restricted Stock Awards issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Accounts, contract and installment receivables. No definition available.
|
| X | ||||||||||
|
- Definition
Net loss on conversion of debt instrument. No definition available.
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| X | ||||||||||
|
- Definition
Payment of success fees in financing activities. No definition available.
|
| X | ||||||||||
|
- Definition
Proceeds from exercise of stock options and stock purchase plan. No definition available.
|
| X | ||||||||||
|
- Definition
Valuation adjustment for contingent earnout. No definition available.
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The gains (losses) included in earnings resulting from the sale or disposal of tangible assets. This item does not include any gain (loss) recognized on the sale of oil and gas property or timber property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period, excluding the portion taken into income, in the liability reflecting revenue yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in other assets used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets, other noncurrent assets, or a combination of other current and noncurrent assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash outflow for loan and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the development or modification of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The net cash inflow or outflow in aggregate debt due to repayments and proceeds from additional borrowings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash outflow for the obligation for a lease meeting the criteria for capitalization (with maturities exceeding one year or beyond the operating cycle of the entity, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Details
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $)
|
1 Months Ended | 3 Months Ended | 1 Months Ended |
|---|---|---|---|
|
Aug. 31, 2012
|
Oct. 31, 2012
|
Oct. 31, 2012
Warrant
|
|
| Debt Conversion [Line Items] | |||
| Common shares issued for convertible note and accrued interest | 1,583,220 | 200,000 | |
| Conversion share price | $ 4.06 | ||
| Common stock warrants | 393,086 | ||
| Meta purchase price of common stock | 4.07 | 3.99 | |
| Deemed dividend from preferred stock accretion | $ 139,000 |
| X | ||||||||||
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- Definition
Deemed Dividend Assumed From Preferred Stock Accretion. No definition available.
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| X | ||||||||||
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- Definition
Number of warrants issued. No definition available.
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| X | ||||||||||
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- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
|
| X | ||||||||||
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- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Basis of Presentation
|
9 Months Ended |
|---|---|
|
Oct. 31, 2012
|
|
| Basis of Presentation [Abstract] | |
| BASIS OF PRESENTATION |
NOTE A – BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Streamline Health Solutions, Inc. (“we”, “us”, or “our”), pursuant to the rules and regulations applicable to quarterly reports on Form 10-Q of the U. S. Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in our most recent annual report on Form 10-K, Commission File Number 0-28132. Operating results for the three and nine months ended October 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2013. |
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- Details
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| X | ||||||||||
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- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Summary of Significant Accounting Policies
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Oct. 31, 2012
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of our significant accounting policies is presented in “Note B – Significant Accounting Policies” in the fiscal year 2011 Annual Report on Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes contained in the Annual Report on Form 10-K when reviewing interim financial results. Acquisitions On December 7, 2011, we completed the acquisition of substantially all of the assets of Interpoint Partners, LLC (“Interpoint”). The net acquired assets and liabilities, and related revenue and expense since December 7, 2011 are included in our condensed consolidated financial statements. On August 16, 2012, we completed the acquisition of Meta Health Technology, Inc. (“Meta”), please see Note C for further details. Fair Value of Financial Instruments The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value, and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. The fair value of contingent consideration for earn-out and warrants liability is determined by management with the assistance of an independent third party valuation specialist. The Company used a binomial model to estimate the fair value of the contingent consideration for earn-out and warrants liability. The contingent consideration for earn-out and warrants liability are classified as Level 3. Revenue Recognition We derive revenue from the sale of internally developed software either by licensing or by software as a service (SaaS), through our direct sales force or through third-party resellers. Clients with locally-installed software utilize our support and maintenance services for a separate fee, whereas SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training, and optimization of our applications. Additional revenues are also derived from reselling third-party software and hardware components. We recognize revenue in accordance with ASC 985-605, Software-Revenue Recognition and ASC 605-25 Revenue Recognition – Multiple-element arrangements. Revenue recognition typically commences when the following criteria have all been met:
If we determine that any of the above criteria has not been met, we will defer recognition of the revenue until all the criteria have been met. Maintenance and support, term license and SaaS agreements entered into are generally non-cancelable, or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods or non-standard performance criteria, cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria, as applicable. Revenues from resellers are recognized gross of royalty payments to resellers. Revenue Recognition – Multiple-Deliverable Revenue Arrangements We recognize revenue in accordance with Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605), “Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). ASU 2009-13 amends the accounting standards for revenue recognition for multiple deliverable revenue arrangements to:
Terms used in evaluation are as follows:
We follow accounting guidance for revenue recognition of multiple-element arrangements to determine whether such arrangements contain more than one unit of accounting. Multiple-element arrangements require the delivery or performance of multiple solutions, services and/or rights to use assets. To qualify as a separate unit of accounting, the delivered item must have value to the client on a stand-alone basis. Stand-alone value to a client is defined in the guidance as those that can be sold separately by any vendor or the client could resell the item on a stand-alone basis. Additionally, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items must be considered probable and substantially in the control of the vendor. We have developed a pricing methodology for all elements of the arrangement and proper review of pricing to ensure adherence to our policies. Pricing decisions include cross-functional teams of senior management, which uses market conditions, expected contribution margin, size of the client’s organization, and pricing history for similar solutions when establishing the selling price. Software as a Service We use ESP to determine the value of SaaS arrangements because we cannot establish VSOE, and TPE is not a practical alternative due to differences in functionality from our competitors. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution, and include calculating the equivalent value of maintenance and support on a present value basis over the term of the initial agreement period. Typically revenue recognition commences once the client goes live on the system, and is recognized ratably over the contract term. The software portion of SaaS for our HIM (“Health Information Management”) products do not require material modification to achieve their contracted function. The software portion of SaaS for our PFS (“Patient Financial Services”) products require material customization and setup processes to achieve their contracted function. System Sales We use the residual method to determine fair value for a proprietary software license sold in a multi-element arrangement because we can establish fair value for all of the undelivered elements. Typically pricing decisions for proprietary software rely on the relative size and complexity of the client purchasing the solution. Third party components are resold at prices based on a cost plus margin analysis. The proprietary software and third party components do not need any significant modification to achieve their intended use. When these revenues meet all criteria for revenue recognition, and are determined to be separate units of accounting, revenue is recognized. Typically this is upon shipment of components or electronic download of software. Proprietary licenses are perpetual in nature, and license fees do not include rights to version upgrades, fixes or service packs. Term Licenses We use ESP to determine the value of term license arrangements because we cannot establish VSOE, and TPE is not a practical alternative due to differences in functionality from our competitors. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution. Typically revenue recognition commences once the client goes live on the system, and is recognized ratably over the contract term. The software portion of our CAC (“Computer Aided Coding”) products generally do not require material modification to achieve their contracted function.
Maintenance and Support Services The maintenance and support components are not essential to the functionality of the software and clients renew maintenance contracts separately from software purchases at renewal rates materially similar to the initial rate charged for maintenance on the initial purchase of software. We use VSOE of fair value to determine fair value of maintenance and support services. Rates are set based on market rates for these types of services, and these rates are comparable to rates charged by our competitors, which are based on the knowledge of the marketplace by senior management. Generally, maintenance and support is calculated as a percentage of the list price of the proprietary license being purchased by a client. Clients have the option of purchasing additional annual maintenance service renewals each year for which rates are not materially different from the initial rate, but typically include a nominal rate increase based on the consumer price index. Annual maintenance and support agreements entitle clients to technology support, upgrades, bug fixes and service packs. Professional Services Professional services components that are not essential to the functionality of the software, from time to time, are sold separately by us. Similar services are sold by other vendors, and clients can elect to perform similar services in-house. When professional services revenues are a separate unit of accounting, revenues are recognized as the services are performed. Professional services components that are essential to the functionality of the software, and are not considered a separate unit of accounting, are recognized in revenue ratably over the life of the client, which we approximate as the duration of the initial contract term. We defer the associated direct costs for salaries and benefits expense for PFS contracts. As of October 31, 2012 we have deferred approximately $239,000. These deferred costs will be amortized over the identical term as the associated SaaS revenues. We use VSOE of fair value based on the hourly rate charged when services are sold separately, to determine fair value of professional services. We typically sell professional services on a fixed fee basis. We monitor projects to assure that the expected and historical rate earned remains within a reasonable range to the established selling price. |
| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Acquisitions
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2012
|
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| Acquisitions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS |
NOTE C – ACQUISITIONS On August 16, 2012, we acquired substantially all of the outstanding stock of Meta Health Technology, Inc., a New York corporation (“Meta”). We paid a total purchase price of approximately $15,000,000, consisting of cash payment of $13,400,000 and the issuance of 393,086 shares of our common stock at a price of $4.07 per share. The fair value of the common stock at the date of issuance was $3.82. For the three and nine month periods ending October 31, 2012, we recorded $406,000 and $957,000, respectively, of acquisition costs related to the Meta transaction, which were recorded in selling, general and administrative expense. These costs were primarily related to services provided by legal, financial, and accounting professional advisors. At October 31, 2012 we have acquired 100% of Meta’s outstanding shares. The acquisition of Meta represents our on-going growth strategy, and is reflective of our solutions development process, which is led by the needs and requirements of our clients and the marketplace in general. The Meta suite of solutions, when bundled with our existing solutions, will help current and prospective clients better prepare for compliance with the ICD-10 transition. As we move forward, we believe that the integration of our business analytics solutions with the coding solutions acquired in this transaction will position us to address the complicated issues of clinical analytics as our clients prepare for the proposed changes in commercial and governmental payment models. The purchase price is subject to certain adjustments related principally to the delivered working capital level and/or indemnification provisions. Under the acquisition method of accounting, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows:
The acquired operations of Meta are consolidated with the results of the Company from August 16, 2012. Due to the new deferred tax liabilities recorded as a result of the above purchase price allocation, we were able to reduce our valuation allowance by approximately $3,600,000 representing the significant deferred tax benefit recorded in the three and nine months ended October 31, 2012. Pro Forma Results The operating results of Meta for the period August 16, 2012 through October 31, 2012, which include sales of $1,259,000 and net income of approximately $177,000, have been included in our consolidated financial statements. The following unaudited pro forma information assumes the Meta acquisition occurred as of the beginning of the earliest period presented. The unaudited pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition including, historical interest expense, adjustments to interest expense for certain provisions in the asset purchase agreement, adjustments for transaction-related expenses, adjustments for salary and benefits for certain employees, and amortization charges from acquired intangible assets were combined at the beginning of the earliest period presented. The unaudited pro forma supplemental results have been prepared based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the consolidated financial position or results of operations had the acquisition occurred at the beginning of the earliest period presented, nor of future results of operations. For purposes of the pro forma presentation, the financial results of Interpoint for the three and nine months ended September 30, 2011 have been combined with the results of the Company for the three and nine months ended October 31, 2011. The Meta results for the three and nine months ended October 31, 2011 and 2012 are based on the three and nine months ended September 30, 2011 and 2012. Subsequent to the acquisition, the Meta results will be recorded based on the Company’s fiscal year-end. The unaudited pro forma results are as follows (in thousands):
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The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Equity Awards and Private Placement Investment
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Oct. 31, 2012
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| EQUITY AWARDS AND PRIVATE PLACEMENT INVESTMENT |
NOTE D – EQUITY AWARDS AND PRIVATE PLACEMENT INVESTMENT On August 16, 2012, we completed a $12,000,000 private placement investment (“private placement investment”) with affiliated funds and accounts of Great Point Partners, LLC, and Noro-Moseley Partners VI, L.P., and another investor. The investment consisted of the following instruments: issuance of 2,416,785 shares of a new Series A 0% Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) at $3.00 per share, common stock warrants (“warrants”) exercisable for up to 1,200,000 shares of our common stock at an exercise price of $3.99 per share, and convertible subordinated notes payable in the aggregate principal amount of $5,699,577, which upon shareholder approval, convert into 1,583,220 shares of Series A Preferred Stock. The proceeds were allocated among the instruments as follows.
We incurred legal, placement and other advisor fees of approximately $1,894,000, including $754,000 in costs for warrants issued to placement agents. The total transaction costs were allocated among the instruments of the private placement investment based on their relative fair values as follows: approximately $611,000 to subordinated convertible notes as deferred financing costs, approximately $1,020,000 to Series A Preferred Stock as discount on Series A Preferred Stock and approximately $263,000 to warrants as a charge to additional paid in capital. Series A Convertible Preferred Stock In connection with the private placement investment, we issued 2,416,785 shares of Series A Preferred Stock at $3.00 per share. Each share of the Series A Preferred Stock is convertible into one share of our common stock. The price per share of Series A Preferred Stock and the conversion price for the common stock was less than the “market value” of the common stock (as defined in the rules of the Nasdaq Stock Market) on the date of execution of the definitive agreements. The Series A Preferred Stock does not pay a dividend, however the holders are entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock. The Series A Preferred Stock have voting rights on a modified as-if-converted-to-common-stock-basis. The Series A Preferred Stock has a non-participating liquidation right equal to the original issue price plus accrued unpaid dividends, which are senior to the Company’s common stock. The Series A Preferred Stock can be converted to common shares at any time by the holders, or at the option of the Company if the arithmetic average of the daily volume weighted average price of the common stock for the ten day period prior to the measurement date is greater than $8.00 per share, and the average daily trading volume for the sixty day period immediately prior to the measurement date exceeds 100,000 shares. The allocation of the proceeds and transaction costs based on relative fair values of the instruments resulted in recognition of a discount on the Series A Preferred Stock of approximately $4,410,000, including discount from beneficial conversion feature of approximately $2,686,000, which will be amortized from the date of issuance to the earliest redemption date. For the three and nine months period ended October 31, 2012, we recognized approximately $139,000 of amortization of the discount on Series A Preferred Stock as deemed dividends charged to additional paid in capital. The value of the beneficial conversion feature is calculated as the difference between the effective conversion price of the Series A Preferred Stock and the fair market value of the common stock into which the Series A Preferred Stock are convertible at the commitment date. At any time following August 31, 2016, each share of Series A Preferred Stock is redeemable at the option of the holder for an amount equal to the initial issuance price of $3.00 (adjusted to reflect stock splits, stock dividends or like events) plus any accrued and unpaid dividends thereon. The Series A Preferred Stock are classified as temporary equity as the securities are redeemable solely at the option of the holder. Common Stock Warrants In conjunction with the private placement investment, we issued common stock warrants exercisable for up to 1,200,000 of our common stock at an exercise price of $3.99 per share. The warrants can be exercised in whole or in part during the period beginning on February 17, 2013 until 5 years from such initial exercise date. The warrants also include a cashless exercise option which allows the holder to receive a number of shares of common stock based on an agreed upon formula in exchange for the warrant rather than paying cash to exercise. The proceeds, net of transaction costs, allocated to the warrants of approximately $1,425,000 were classified as equity on August 16, 2012, the date of issuance. Effective October 31, 2012, upon shareholder approval of antidilution provisions that reset the warrants’ exercise price if a dilutive issuance occurs, the warrants were reclassified as derivative liabilities. The provisions require the exercise price to reset to the lower price at which the dilutive issuance is consummated, if the dilutive issuance occurs prior to the second anniversary of the warrants’ issuance. If a dilutive issuance occurs after the second anniversary of the warrants’ issuance, then the exercise price will be reset in accordance with a weighted average formula that provides for a partial reset, based on the number of shares raised in the dilutive issuance relative to the number of common stock equivalents outstanding at the time of the dilutive issuance. The change in fair value of the warrants was accounted for as an adjustment to stockholders’ equity for the period between the date of the contract’s last classification as equity to the date of reclassification to liability. The fair value of the warrants was approximately $4,139,000 at October 31, 2012. On October 19, 2012 we also issued 200,000 warrants to our placement agents as a portion of the fees for services rendered in the private placement investment. The warrants have an initial exercise date of May 1, 2013 and are exercisable for a five year term thereafter at a stated exercise price of $4.06 per share and could be exercised in whole or in part at any time. The warrants also included a cashless exercise option which allowed the holder to receive a number of shares of common stock based on an agreed upon formula in exchange for the warrants rather than paying cash to exercise. The warrants have no reset provisions. The warrants had a grant date fair value of $754,000, and are classified as equity on the balance sheet. Convertible Subordinated Notes Please see Note G - Debt
Equity Awards During the nine months ended October 31, 2012, we granted 762,500 options with a weighted average exercise price of $3.08 per share. During the same period, 258,271 options expired with an average exercise price of $1.87 per share and 43,999 options were exercised under all plans. During the nine months ended October 31, 2011, we granted 1,104,000 options with a weighted average exercise price of $1.90 per share. During the same period 127,916 options expired with an average exercise price of $1.88 per share and 32,598 options were exercised under all plans. The fair value of each option grant during the nine months ended October 31, 2012 and October 31, 2011 was estimated at the date of the grants using a Black-Scholes option pricing model with the following weighted average assumptions: At the October 31, 2012 special meeting of shareholders, 500,000 additional shares were approved for the 2005 Incentive Compensation Plan.
During the nine months ended October 31, 2012, we granted 137,325 restricted shares of common stock with a weighted average fair value of $2.01. These shares are subject to the 2005 Incentive Compensation Plan as amended, and are granted to certain independent members of the Board of Directors and employees. The shares have an approximate one-year restriction period. During the nine months ended October 31, 2011, we granted 110,412 restricted stock shares with a weighted average fair value of $1.68 per share, and 223,090 restricted stock shares with a weighted average fair value of $1.92 had their restriction period lapse. These shares were subject to the 2005 Incentive Compensation Plan as amended, and are granted to certain independent members of the Board of Directors and employees. The shares had an approximate one-year restriction period. During the nine months ended October 31, 2011, the Company granted 25,000 restricted stock shares as executive inducement grants with a weighted average fair value of $1.91 per share. The restrictions lapsed immediately upon the grant of the shares, and the Company recognized $48,000 of compensation expense for the nine months ended October 31, 2011 relating to these inducement grants. These executive inducement grants were approved by the board pursuant to Nasdaq Marketplace Rule 5635(c)(4). The terms of the grants are nearly as practicable identical to the terms and conditions of the Company’s 2005 Incentive Compensation Plan.
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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Earnings per Share
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Oct. 31, 2012
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| Earnings per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS PER SHARE |
NOTE E – EARNINGS PER SHARE Diluted net earnings (loss) per share of common stock reflects the potential dilution that could occur from restricted shares and if stock options, stock purchase plan commitments, and warrants were exercised (under the treasury stock method) and the Series A Preferred Stock were converted (on an as-if-converted basis) into shares of our common stock, under certain circumstances, that then would share in our earnings. A reconciliation of basic and diluted weighted average shares for basic and diluted EPS, as well as anti-dilutive securities is as follows:
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The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Contractual Obligations
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Oct. 31, 2012
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| CONTRACTUAL OBLIGATIONS |
NOTE F – CONTRACTUAL OBLIGATIONS The following table details the remaining obligations, by fiscal year, as of the end of the quarter (in thousands):
On April 10, 2012, we entered into an amended lease obligation to lease 8,582 square feet of office space in our current building at 1230 Peachtree NE in Atlanta, GA. The lease commences upon taking possession of the space and ends 72 months thereafter. We took possession of the space on August 1, 2012. Upon relocation, we completely vacated the previously leased premises within the building. The provisions of the lease provide for rent abatement for the first four months of the lease term, and a moving allowance of approximately $17,000. Upon taking possession of the premises, the rent abatement and allowance has been aggregated with the total expected rental expense, and amortized on a straight line basis over the term of the lease. As part of the Meta acquisition, we assumed a lease obligation for office space at 330 Seventh Avenue in New York, NY. The balance of the lease term runs through August of 2014. |
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Oct. 31, 2012
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| DEBT |
NOTE G – DEBT Term Loan and Line of Credit
In conjunction with the Meta acquisition, on August 16, 2012, we amended our current term loan and line of credit agreements with Fifth Third Bank, whereby Fifth Third Bank provided us with a $5,000,000 revolving line of credit, a $5,000,000 senior term loan and a $9,000,000 subordinated term loan, a portion of which was used to refinance the previously outstanding $4,120,000 subordinated term loan. These new term loans and revolving line of credit mature on August 16, 2014. Additionally, as part of the refinancing in August 2012, we mutually agreed to settle the success fee included in the previous subordinated term loan for $700,000. We paid a commitment fee in connection with the senior term loan of $75,000, which is included in deferred financing costs. We will be required to pay a success fee in accordance with the subordinated term loan, which is recorded in interest expense. The loans are secured by substantially all of our assets. Borrowings under the senior term loan bear interest at a rate of LIBOR (0.21% at October 31, 2012) plus 5.50%, and borrowings under the subordinated term loan bear interest at 10% from August 16, 2012 and thereafter. Borrowings under the revolving loan bear interest at a rate equal to LIBOR plus 3.00%. A commitment fee of 0.40% will be incurred on the unused revolving line of credit balance, and is payable quarterly. There are currently no draws on the line of credit, with $2,000 in accrued commitment fees. The proceeds of these loans were used to finance the cash portion of the acquisition purchase price and to cover any additional operating costs as a result of the Meta acquisition. The significant covenants as set forth in the term loans and line of credit are as follows: (i) maintain adjusted EBITDA as of the end of any fiscal quarter greater than $5,000,000, (after consideration of certain acquisition and transaction costs) on a trailing four fiscal quarter basis beginning October 31, 2012; (ii) maintain a fixed charge coverage ratio for the fiscal quarter ending January 31, 2012 and each April 30, July 31, October 31, and January 31 of not less than 1.50:1 calculated quarterly for the period from October 31, 2011 to the date of measurement for the quarters ending January 31, 2012, April 30, 2012 and July 31, 2012 and on a trailing four quarter basis thereafter; (iii) on a consolidated basis, maintain ratio of funded debt to adjusted EBITDA as of the end of any fiscal quarter less than 3:1, calculated quarterly on a trailing four fiscal quarter basis beginning October 31, 2012. We were in compliance with all loan covenants at October 31, 2012. Convertible Notes On December 7, 2011, as part of the purchase of the assets of Interpoint, we issued a convertible promissory note (the “Convertible Note”) for $3,000,000. The note accrued interest at a per annum rate of 8% from the date of the note until the earlier of conversion or payment in full of all outstanding principal and accrued interest. Interest is payable quarterly in arrears on the first day of March, June, September, and December. On June 15, 2012, Interpoint elected to convert the balance of principal and interest on the note outstanding, net of working capital adjustments and related accrued interest owed to us, for 1,529,729 shares of common stock at $2.00 per share. Net loss from conversion was approximately $57,000 for the three and nine months ended October 31, 2012. In conjunction with the private placement, we issued convertible subordinated notes in the aggregate principal amount of $5,699,577, which upon shareholder approval, convert into 1,583,220 shares of Series A Preferred Stock. The allocation of the proceeds to the subordinated convertible notes resulted in a debt discount of approximately $1,934,000, which will be amortized over the period from issue date to maturity date. For the three and nine months ended October 31, 2012, we recorded approximately $112,000 of debt discount amortization. In addition, the notes accrue interest at a per annum rate of 12% from issue date until the earlier of conversion or payment in full of all outstanding principal and accrued interest. Half of the interest accrued is payable monthly, with the remaining in arrears and payable upon conversion of the note. The carrying amount of the convertible subordinated notes payable was approximately $3,877,000, net of approximately $1,822,000 unamortized discount, at October 31, 2012. On November 1, 2012, upon shareholder approval, the convertible subordinated notes were converted into shares of Series A Preferred Stock (see Note I). Contingent Earn-Out Provision As part of the asset purchase, Interpoint is entitled to receive additional consideration contingent upon certain financial performance measurements during a one year earn-out period commencing June 30, 2012 and ending on June 30, 2013. The earn-out consideration is calculated as twice the recurring revenue for the earn-out period recognized by the acquired Interpoint operations from specific contracts defined in the asset purchase agreement, plus one times Interpoint revenue derived from our customers, less $3,500,000. The earn-out consideration, if any, will be paid no later than July 31, 2013 in cash or through the issuance of a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date. The earn-out note restricts conversion or prepayment at any time prior to the one year anniversary of the issue date. Interpoint is entitled to additional earn-out consideration of fifty percent of any license sales of the developed software acquired, to specific clients as defined in the asset purchase agreement, for any sales prior to December 31, 2012. At October 31, 2012, we estimate the payment obligation in connection with the earn-out will be $1,320,000, an increase of approximately $87,000, which was recorded as additional expense in the third quarter of fiscal 2012. |
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- Definition
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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9 Months Ended |
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Oct. 31, 2012
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| Commitments and Contingencies [Abstract] | |
| COMMITMENTS AND CONTINGENCIES |
NOTE H – COMMITMENTS AND CONTINGENCIES We have entered into employment agreements with our officers and certain employees that generally provide annual salary, a minimum bonus, discretionary bonus, and stock incentive provisions. |
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- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events
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9 Months Ended |
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Oct. 31, 2012
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| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
NOTE I – SUBSEQUENT EVENTS We evaluated all events or transactions that occurred after October 31, 2012 through the date we issued these financial statements. On November 1, 2012, the convertible subordinated notes previously issued by us on August 16, 2012 were converted into shares of our Series A 0% Convertible Preferred Stock. The convertible subordinated notes had an aggregate principal amount of $5,699,577 and converted into an aggregate of 1,583,210 shares of Preferred Stock. The issuance of the convertible subordinated notes was previously disclosed in the Current Report on Form 8-K filed on August 21, 2012. We incurred a loss upon conversion of $5,898,000 on November 1, 2012. |
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- Definition
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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Summary of Significant Accounting Policies (Policies)
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Oct. 31, 2012
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Acquisitions |
Acquisitions On December 7, 2011, we completed the acquisition of substantially all of the assets of Interpoint Partners, LLC (“Interpoint”). The net acquired assets and liabilities, and related revenue and expense since December 7, 2011 are included in our condensed consolidated financial statements. |
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| Fair Value of Financial Instruments |
Fair Value of Financial Instruments The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value, and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. The fair value of contingent consideration for earn-out and warrants liability is determined by management with the assistance of an independent third party valuation specialist. The Company used a binomial model to estimate the fair value of the contingent consideration for earn-out and warrants liability. The contingent consideration for earn-out and warrants liability are classified as Level 3. |
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| Revenue Recognition |
Revenue Recognition We derive revenue from the sale of internally developed software either by licensing or by software as a service (SaaS), through our direct sales force or through third-party resellers. Clients with locally-installed software utilize our support and maintenance services for a separate fee, whereas SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training, and optimization of our applications. Additional revenues are also derived from reselling third-party software and hardware components. We recognize revenue in accordance with ASC 985-605, Software-Revenue Recognition and ASC 605-25 Revenue Recognition – Multiple-element arrangements. Revenue recognition typically commences when the following criteria have all been met:
If we determine that any of the above criteria has not been met, we will defer recognition of the revenue until all the criteria have been met. Maintenance and support, term license and SaaS agreements entered into are generally non-cancelable, or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods or non-standard performance criteria, cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria, as applicable. Revenues from resellers are recognized gross of royalty payments to resellers. Revenue Recognition – Multiple-Deliverable Revenue Arrangements We recognize revenue in accordance with Accounting Standards Update No. 2009-13, Revenue Recognition (Topic 605), “Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). ASU 2009-13 amends the accounting standards for revenue recognition for multiple deliverable revenue arrangements to:
Terms used in evaluation are as follows:
We follow accounting guidance for revenue recognition of multiple-element arrangements to determine whether such arrangements contain more than one unit of accounting. Multiple-element arrangements require the delivery or performance of multiple solutions, services and/or rights to use assets. To qualify as a separate unit of accounting, the delivered item must have value to the client on a stand-alone basis. Stand-alone value to a client is defined in the guidance as those that can be sold separately by any vendor or the client could resell the item on a stand-alone basis. Additionally, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items must be considered probable and substantially in the control of the vendor. We have developed a pricing methodology for all elements of the arrangement and proper review of pricing to ensure adherence to our policies. Pricing decisions include cross-functional teams of senior management, which uses market conditions, expected contribution margin, size of the client’s organization, and pricing history for similar solutions when establishing the selling price. Software as a Service We use ESP to determine the value of SaaS arrangements because we cannot establish VSOE, and TPE is not a practical alternative due to differences in functionality from our competitors. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution, and include calculating the equivalent value of maintenance and support on a present value basis over the term of the initial agreement period. Typically revenue recognition commences once the client goes live on the system, and is recognized ratably over the contract term. The software portion of SaaS for our HIM (“Health Information Management”) products do not require material modification to achieve their contracted function. The software portion of SaaS for our PFS (“Patient Financial Services”) products require material customization and setup processes to achieve their contracted function. System Sales We use the residual method to determine fair value for a proprietary software license sold in a multi-element arrangement because we can establish fair value for all of the undelivered elements. Typically pricing decisions for proprietary software rely on the relative size and complexity of the client purchasing the solution. Third party components are resold at prices based on a cost plus margin analysis. The proprietary software and third party components do not need any significant modification to achieve their intended use. When these revenues meet all criteria for revenue recognition, and are determined to be separate units of accounting, revenue is recognized. Typically this is upon shipment of components or electronic download of software. Proprietary licenses are perpetual in nature, and license fees do not include rights to version upgrades, fixes or service packs. Term Licenses We use ESP to determine the value of term license arrangements because we cannot establish VSOE, and TPE is not a practical alternative due to differences in functionality from our competitors. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution. Typically revenue recognition commences once the client goes live on the system, and is recognized ratably over the contract term. The software portion of our CAC (“Computer Aided Coding”) products generally do not require material modification to achieve their contracted function.
Maintenance and Support Services The maintenance and support components are not essential to the functionality of the software and clients renew maintenance contracts separately from software purchases at renewal rates materially similar to the initial rate charged for maintenance on the initial purchase of software. We use VSOE of fair value to determine fair value of maintenance and support services. Rates are set based on market rates for these types of services, and these rates are comparable to rates charged by our competitors, which are based on the knowledge of the marketplace by senior management. Generally, maintenance and support is calculated as a percentage of the list price of the proprietary license being purchased by a client. Clients have the option of purchasing additional annual maintenance service renewals each year for which rates are not materially different from the initial rate, but typically include a nominal rate increase based on the consumer price index. Annual maintenance and support agreements entitle clients to technology support, upgrades, bug fixes and service packs. Professional Services Professional services components that are not essential to the functionality of the software, from time to time, are sold separately by us. Similar services are sold by other vendors, and clients can elect to perform similar services in-house. When professional services revenues are a separate unit of accounting, revenues are recognized as the services are performed. Professional services components that are essential to the functionality of the software, and are not considered a separate unit of accounting, are recognized in revenue ratably over the life of the client, which we approximate as the duration of the initial contract term. We defer the associated direct costs for salaries and benefits expense for PFS contracts. As of October 31, 2012 we have deferred approximately $239,000. These deferred costs will be amortized over the identical term as the associated SaaS revenues. We use VSOE of fair value based on the hourly rate charged when services are sold separately, to determine fair value of professional services. We typically sell professional services on a fixed fee basis. We monitor projects to assure that the expected and historical rate earned remains within a reasonable range to the established selling price. |
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Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Acquisitions (Tables)
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Oct. 31, 2012
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| Acquisitions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition |
Under the acquisition method of accounting, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows:
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| Subsequent to the acquisition |
The unaudited pro forma results are as follows (in thousands):
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Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Equity Awards and Private Placement Investment (Tables)
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Oct. 31, 2012
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| Equity Awards [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment was allocated among the instruments |
The proceeds were allocated among the instruments as follows.
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| Weighted average assumptions used for estimating fair value of options granted |
The fair value of each option grant during the nine months ended October 31, 2012 and October 31, 2011 was estimated at the date of the grants using a Black-Scholes option pricing model with the following weighted average assumptions: At the October 31, 2012 special meeting of shareholders, 500,000 additional shares were approved for the 2005 Incentive Compensation Plan.
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Schedule of equity investment allocated to instruments. No definition available.
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- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Earnings per Share (Tables)
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Oct. 31, 2012
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| Earnings per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of basic and diluted weighted average shares for basic and diluted EPS and anti-dilutive securities |
A reconciliation of basic and diluted weighted average shares for basic and diluted EPS, as well as anti-dilutive securities is as follows:
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Tabular disclosure of an entity's basic and diluted earnings per share calculations. No definition available.
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Contractual Obligations (Tables)
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Oct. 31, 2012
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| Contractual Obligations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of remaining contractual obligations |
The following table details the remaining obligations, by fiscal year, as of the end of the quarter (in thousands):
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- Definition
Tabular disclosure of the aggregate amount of payments due on known contractual obligations for the five years following the date of the latest balance sheet and the combined aggregate amount of maturities of known contractual obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Debt (Tables)
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Oct. 31, 2012
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| Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Term Loan and Line of Credit |
Term Loan and Line of Credit
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- Definition
Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies (Details Textual) (USD $)
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9 Months Ended |
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Oct. 31, 2012
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| Summary Of Significant Accounting Policies [Line Items] | |
| Deferred costs | $ 239,000 |
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Interpoint Partners, LLC [Member]
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| Summary Of Significant Accounting Policies [Line Items] | |
| Completion date of acquisition | Dec. 07, 2011 |
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Date when the acquirer obtains control of the acquiree, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of deferred costs. No definition available.
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Acquisitions (Details) (USD $)
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Aug. 16, 2012
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|---|---|
| Assets purchased: | |
| Cash | $ 1,126,000 |
| Accounts receivable | 2,300,000 |
| Fixed assets | 133,000 |
| Other assets | 513,000 |
| Client relationships | 4,464,000 |
| Internally developed software | 3,646,000 |
| Trade name | 1,588,000 |
| Supplier agreements | 1,582,000 |
| Covenants not to compete | 720,000 |
| Goodwill(1) | 7,978,000 |
| Total assets purchased | 24,050,000 |
| Liabilities assumed: | |
| Accounts payable and Accrued liabilities | 1,164,000 |
| Deferred revenue obligation, net | 3,494,000 |
| Deferred tax liability | 4,602,000 |
| Net assets acquired | 14,790,000 |
| Consideration: | |
| Company common stock | 1,502,000 |
| Cash paid | 13,288,000 |
| Total Consideration | $ 14,790,000 |
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Business acquisition purchase price allocation client relationships. No definition available.
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- Definition
Business acquisition purchase price allocation covenants not to compete. No definition available.
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Business acquisition purchase price allocation current liabilities deferred tax liabilities. No definition available.
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Business acquisition purchase price allocation supplier agreements. No definition available.
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- Definition
Business acquisition purchase price allocation trade name. No definition available.
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- Definition
Amount of cash paid to acquire the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The acquisition-date fair value of the equity interests of the acquirer, including the number of instruments or interests issued or issuable in consideration for the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
- Definition
The total cost of the acquired entity including the cash paid to shareholders of acquired entities, fair value of debt and equity securities issued to shareholders of acquired entities, the fair value of the liabilities assumed, and direct costs of the acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of acquisition cost of a business combination allocated to assets acquired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total purchase price of the acquired entity. This includes cash paid to equity interest holders of the acquired entity, fair value of debt and equity securities issued to equity holders of the acquired entity, and transaction costs paid to third parties to consummate the acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of cash and cash equivalents acquired in a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of acquisition cost of a business combination allocated to receivables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of acquisition cost of a business combination allocated to accounts payable of the acquired entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of acquisition cost of a business combination allocated to deferred revenue of the acquired entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of goodwill arising from a business combination, which is the excess of the cost of the acquired entity over the amounts assigned to assets acquired and liabilities assumed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of acquisition cost of a business combination allocated to assets, excluding financial assets and goodwill, lacking physical substance. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of acquisition cost of a business combination allocated to other assets not separately disclosed in the balance sheet. No definition available.
|
| X | ||||||||||
|
- Definition
The amount of acquisition cost of a business combination allocated to property, plant and equipment to be used in ongoing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Acquisitions (Details 1) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Oct. 31, 2012
|
Oct. 31, 2011
|
Oct. 31, 2012
|
Oct. 31, 2011
|
|
| Subsequent to the acquisition | ||||
| Revenue | $ 7,129 | $ 6,817 | $ 22,733 | $ 19,196 |
| Net income (loss) | 1,231 | (1,393) | 1,249 | (6,762) |
| Net income (loss) attributable to common shareholders | $ 1,197 | $ (1,572) | $ 798 | $ (7,302) |
| Income (loss) per share: | ||||
| Basic | $ 0.10 | $ (0.22) | $ 0.07 | $ (0.73) |
| Diluted | $ 0.08 | $ (0.22) | $ 0.06 | $ (0.73) |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The pro forma basic net income per share for a period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The pro forma diluted net income per share for a period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The pro forma income from continuing operations before changes in accounting and extraordinary items, net of tax effect, for the period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Acquisitions (Details Textual) (USD $)
|
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
|
Oct. 31, 2012
|
Oct. 31, 2011
|
Oct. 31, 2012
|
Oct. 31, 2011
|
Aug. 16, 2012
|
|
| Acquisitions (Textual) [Abstract] | |||||
| Purchase price of Meta Health Technology | $ 14,790,000 | ||||
| Cash Payments | 13,288,000 | ||||
| Fair value of common stock | $ 3.82 | ||||
| Valuation allowance for deferred tax benefit recorded | 3,600,000 | 3,600,000 | |||
| Sales | 7,129,000 | 6,817,000 | 22,733,000 | 19,196,000 | |
| Net Income | 1,197,000 | (1,572,000) | 798,000 | (7,302,000) | |
|
Meta [Member]
|
|||||
| Acquisitions (Textual) [Abstract] | |||||
| Completion date of acquisition | Aug. 16, 2012 | ||||
| Purchase price of Meta Health Technology | 15,000,000 | ||||
| Cash Payments | 13,400,000 | ||||
| Issuance of common shares | 393,086 | ||||
| Common Stock Price per share | $ 4.07 | ||||
| Acquisition costs | 406,000 | 957,000 | |||
| Acquisition of Outstanding shares | 100.00% | 100.00% | |||
| Sales | 1,259,000 | ||||
| Net Income | $ 177,000 | ||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Business acquisition equity interest issued or issuable price per share. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of cash paid to acquire the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total cost of the acquired entity including the cash paid to shareholders of acquired entities, fair value of debt and equity securities issued to shareholders of acquired entities, the fair value of the liabilities assumed, and direct costs of the acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Date when the acquirer obtains control of the acquiree, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Percentage of voting equity interests acquired in the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
For an acquired entity, price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
|
- Definition
The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of the change in the period in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Awards and Private Placement Investment (Details) (USD $)
|
Aug. 16, 2012
|
|---|---|
| Instruments: | |
| Total investment | $ 12,000,000 |
|
Series A Preferred Stock [Member]
|
|
| Instruments: | |
| Total investment | 6,546,146 |
|
Convertible note [Member]
|
|
| Instruments: | |
| Total investment | 3,765,738 |
|
Warrants [Member]
|
|
| Instruments: | |
| Total investment | $ 1,688,116 |
| X | ||||||||||
|
- Definition
This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Equity Awards and Private Placement Investment (Details 1)
|
9 Months Ended | |
|---|---|---|
|
Oct. 31, 2012
|
Oct. 31, 2011
|
|
| Weighted average assumptions used for estimating fair value of options granted | ||
| Risk-free interest rate | 0.33% | 1.26% |
| Dividend yield | 0.00% | 0.00% |
| Current weighted-average volatility factor of the expected market price of Common Stock | 0.58% | 0.53% |
| Weighted-average expected life of stock options | 5 years | 5 years |
| Forfeiture rate | 0.00% | 0.00% |
| X | ||||||||||
|
- Definition
Share based compensation arrangement by share based payment award fair value assumptions forfeiture rate. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amortization of deemed dividends in additional paid in capital. No definition available.
|
| X | ||||||||||
|
- Definition
Average daily trading volume. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Percentage of redeemable convertible preferred stock. No definition available.
|
| X | ||||||||||
|
- Definition
Private placement number of warrants issued. No definition available.
|
| X | ||||||||||
|
- Definition
Share based award restricted shares restriction period. No definition available.
|
| X | ||||||||||
|
- Definition
Shares issued to affiliates. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants exercisable period. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants fair value disclosure. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants grant date fair value. No definition available.
|
| X | ||||||||||
|
- Definition
Adjustment for noncash service expenses paid for by granting of warrants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Increase in additional paid in capital due to warrants issued during the period. Includes also the proceeds of debt securities issued with detachable stock purchase warrants that are allocable to the warrants. These warrants qualify for equity classification and provide the holder with a right to purchase stock from the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
For an unclassified balance sheet, the carrying amount (net of accumulated amortization) as of the balance sheet date of capitalized costs associated with the issuance of debt instruments (for example, legal, accounting, underwriting, printing, and registration costs) that will be charged against earnings over the life of the debt instruments to which such costs pertain. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Discount on preferred shares, or any unamortized balance thereof, shown separately as a deduction from the applicable account(s) as circumstances require. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The percentage rate used to calculate dividend payments on preferred stock. No definition available.
|
| X | ||||||||||
|
- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The price per share at which the preferred stock of an entity that has priority over common stock in the distribution of dividends and in the event of liquidation of the entity is redeemed or may be called at. The redemption features of this preferred stock are solely within the control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of additional shares authorized for issuance under an established share-based compensation plan. No definition available.
|
| X | ||||||||||
|
- Definition
Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of convertible preferred stock using the if-converted method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Other preferred stock dividends and adjustments, not otherwise defined in the taxonomy, that are necessary to adjust net income to obtain net income applicable to common stockholders. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Contractual Obligations (Details) (USD $)
In Thousands, unless otherwise specified |
Oct. 31, 2012
|
|---|---|
| Contractual Obligations | |
| 2012 | $ 623 |
| 2013 | 2,124 |
| 2014 | 13,160 |
| 2015 | 322 |
| 2016 | 162 |
| Thereafter | 251 |
| Total | 16,642 |
|
Operating leases [Member]
|
|
| Contractual Obligations | |
| 2012 | 310 |
| 2013 | 874 |
| 2014 | 723 |
| 2015 | 322 |
| 2016 | 162 |
| Thereafter | 251 |
| Total | 2,642 |
|
Senior term loan [Member]
|
|
| Contractual Obligations | |
| 2012 | 313 |
| 2013 | 1,250 |
| 2014 | 3,437 |
| Total | 5,000 |
|
Subordinated term loan [Member]
|
|
| Contractual Obligations | |
| 2014 | 9,000 |
| Total | 9,000 |
|
Convertible subordinated notes payable [Member]
|
|
| Contractual Obligations | |
| 2012 | |
| 2013 | |
| 2014 | |
| 2015 | |
| 2016 | |
| Thereafter | |
| Total |
| X | ||||||||||
|
- Definition
Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing after the fifth fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing in the fifth fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing in the fourth fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing in the next fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing in the second fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of contractual obligation maturing in the third fiscal year following the latest fiscal year. No definition available.
|
| X | ||||||||||
|
- Details
|
|
Contractual Obligations (Details Textual) (USD $)
|
9 Months Ended | |
|---|---|---|
|
Oct. 31, 2012
|
Apr. 10, 2012
Property Subject to Operating Lease [Member]
sqft
|
|
| Contractual Obligations (Textual) [Abstract] | ||
| Amended lease obligation to lease | 8,582 | |
| Contractual Obligations (Additional Textual) [Abstract] | ||
| Lease commences space and ends | 72 months | |
| Moving Allowance | $ 17,000 | |
| The provisions of the lease provide for rent abatement | Rent abatement for the first four months of the lease term, and a moving allowance of approximately $17,000. | |
| Lease Expiration Period | 2014-08 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Moving allowance to be paid by landlord. No definition available.
|
| X | ||||||||||
|
- Definition
Operating lease duration. No definition available.
|
| X | ||||||||||
|
- Definition
Remaining lease expiration period. No definition available.
|
| X | ||||||||||
|
- Definition
Area of a real estate property. No definition available.
|
| X | ||||||||||
|
- Definition
A general description of the nature of the existing leasing arrangements of a lessee for all operating leases including, but not limited to: (1) rental escalation clauses; (2) renewal or purchase options; (3) guarantees or indemnities, if any, (4) restrictions imposed by lease arrangements; (5) unusual provisions or conditions; (6) contingent rentals, if any; and (7) lease expiration dates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Debt (Details) (USD $)
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Oct. 31, 2012
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|---|---|
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Senior term loan [Member]
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| Term Loan and Line of Credit | |
| Loan Balance | $ 5,000,000 |
| Accrued interest | 60,000 |
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Subordinated term loan [Member]
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| Term Loan and Line of Credit | |
| Loan Balance | 9,000,000 |
| Accrued interest | 211,000 |
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Line of credit [Member]
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| Term Loan and Line of Credit | |
| Loan Balance | |
| Accrued interest | $ 2,000 |
| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Debt (Details Textual) (USD $)
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1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Oct. 31, 2012
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Aug. 31, 2012
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Oct. 31, 2012
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Oct. 31, 2012
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Aug. 16, 2012
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Jun. 30, 2012
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Jun. 15, 2012
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Aug. 31, 2012
Great Point Partners And Noro Moseley Partners [Member]
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Aug. 16, 2012
Great Point Partners And Noro Moseley Partners [Member]
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Oct. 31, 2012
Revolving Credit Facility [Member]
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Aug. 16, 2012
Revolving Credit Facility [Member]
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Aug. 31, 2012
Term loan [Member]
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Oct. 31, 2012
Term loan [Member]
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Aug. 16, 2012
Term loan [Member]
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Aug. 31, 2012
Senior Loans [Member]
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Aug. 31, 2012
Subordinated Debt [Member]
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Aug. 16, 2012
Subordinated Debt [Member]
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Aug. 16, 2012
Subordinated Debt [Member]
Great Point Partners And Noro Moseley Partners [Member]
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Oct. 31, 2012
Convertible note [Member]
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Aug. 16, 2012
Convertible note [Member]
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Jun. 30, 2012
Convertible note [Member]
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Dec. 07, 2011
Convertible note [Member]
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| Debt (Textual) [Abstract] | ||||||||||||||||||||||
| Revolving line of credit | $ 5,000,000 | |||||||||||||||||||||
| Term loan maturing | Aug. 16, 2014 | |||||||||||||||||||||
| Convertible promissory note | 3,877,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||
| Accrues interest per annum rate | 10.00% | 8.00% | 12.00% | |||||||||||||||||||
| Convertible notes converted, price per share | $ 4.06 | $ 4.06 | $ 4.06 | $ 2.00 | ||||||||||||||||||
| Compliance with loan covenants | we were in compliance with all loan covenants | |||||||||||||||||||||
| Description of interest rate under line of credit | Borrowing on the line of credit bears interest at a floating rate based on LIBOR plus an applicable margin, and is payable monthly | |||||||||||||||||||||
| Subordinated credit agreement bank provided, term loan maturing | 4,120,000 | |||||||||||||||||||||
| Senior term loan | 5,000,000 | 9,000,000 | ||||||||||||||||||||
| Convertible subordinated notes aggregate principal amount | 5,699,577 | |||||||||||||||||||||
| Subordinated notes convert into preferred stock | 1,583,220 | |||||||||||||||||||||
| Commitment fee | 0.40% | |||||||||||||||||||||
| Convertible promissory note Discount | 1,822,000 | 1,822,000 | 1,822,000 | 1,934,000 | ||||||||||||||||||
| Amortization of debt discount | 111,584 | 112,000 | ||||||||||||||||||||
| Loss from conversion | 57,000 | 57,000 | ||||||||||||||||||||
| Commitment fee in connection with the term loan | 75,000 | |||||||||||||||||||||
| Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus | 3.00% | 0.21% | 5.50% | |||||||||||||||||||
| Success fee included in the previous subordinated term loan | 700,000 | |||||||||||||||||||||
| Debt (Additional Textual) [Abstract] | ||||||||||||||||||||||
| Maintain adjusted EBITDA fiscal quarter greater than | 5,000,000 | |||||||||||||||||||||
| Maintain a fixed charge coverage ratio for fiscal quarter ending | 1.50 | |||||||||||||||||||||
| Consolidated basis, maintain ratio of funded debt to adjusted EBITDA | 3 | |||||||||||||||||||||
| Asset purchase agreement | 3,500,000 | 3,500,000 | 3,500,000 | |||||||||||||||||||
| Additional earn-out consideration | 50.00% | |||||||||||||||||||||
| Currently estimate the payment obligation in connection | 1,320,000 | 1,320,000 | 1,320,000 | |||||||||||||||||||
| Additional consideration contingent upon certain financial performance | 1 year | |||||||||||||||||||||
| Number of common stock owed to the company for net of working capital adjustments | 1,529,729 | |||||||||||||||||||||
| Increase in Payment Obligation earn-out | 87,000 | |||||||||||||||||||||
| Success fees accruals | $ 160,000 | $ 160,000 | $ 160,000 | |||||||||||||||||||
| X | ||||||||||
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- Definition
Business acquisition contingent consideration additional earn out consideration percentage of license sales. No definition available.
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| X | ||||||||||
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- Definition
Business acquisition contingent consideration amount deducted for calculating earn out consideration. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Debt instrument convertible number of equity shares. No definition available.
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| X | ||||||||||
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- Definition
Debt instrument convertible number of preferred stock issuable. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Earn out period. No definition available.
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| X | ||||||||||
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- Definition
Increase in payment obligation earn out. No definition available.
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| X | ||||||||||
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- Definition
Line of credit facility success fee settled. No definition available.
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| X | ||||||||||
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- Definition
Loan covenants for minimum earning before interest tax depreciation and amortization. No definition available.
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| X | ||||||||||
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- Definition
Loan covenants funded debt to adjusted earning before interest tax depreciation and amortization ratio. No definition available.
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| X | ||||||||||
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- Definition
Loan covenants minimum fixed charge coverage ratio. No definition available.
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| X | ||||||||||
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- Definition
Loss from conversion of debt into common stock. No definition available.
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| X | ||||||||||
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- Definition
Success fees accruals. No definition available.
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| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Fair value, as of the acquisition date, of potential payments under the contingent consideration arrangement including cash and shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The percentage points added to the reference rate to compute the variable rate on the debt instrument. No definition available.
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| X | ||||||||||
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- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount borrowed under the credit facility as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of the fee for available but unused credit capacity under the credit facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Identification of whether the entity has been in compliance with any credit facility debt covenants during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Date the credit facility terminates, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Description of the interest rate for the amounts borrowed under the credit facility, including the terms and the method for determining the interest rate (for example, fixed or variable, LIBOR plus a percentage, increasing rate, timing of interest rate resets, remarketing provisions). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility. No definition available.
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| X | ||||||||||
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- Definition
Proceeds from term loans used to finance a leveraged buyout transaction (excludes subordinated notes and shareholder loans). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Borrowings from a revolving loan facility used to finance leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events (Details Textual) (USD $)
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1 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
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Nov. 01, 2012
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Aug. 31, 2012
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Jun. 30, 2012
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Nov. 01, 2012
Subsequent Event [Member]
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Jan. 31, 2012
Subsequent Event [Member]
Series A Preferred Stock [Member]
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| Subsequent Events (Textual) [Abstract] | |||||
| Convertible subordinated notes aggregate principal amount | $ 5,699,577 | ||||
| Common shares issued for convertible note and accrued interest | 1,583,220 | 1,529,729 | 1,583,210 | ||
| Loss on conversion of debt instrument | $ 5,898,000 | ||||
| X | ||||||||||
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- Definition
Loss on conversion of debt instrument. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Including the current and noncurrent portions, the carrying value of convertible subordinated debt, as of the balance sheet date, initially scheduled to be repaid after one year or beyond the normal operating cycle if longer. This form of debt can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder, and places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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