UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2011

2012

or

¨
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number: 0-28132

STREAMLINE HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware 
Delaware31-1455414

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

incorporation or organization)

Identification No.)

10200 Alliance Road, Suite 200

Cincinnati, Ohio 45242-4716

(Address of principal executive offices) (Zip Code)

(513) 794-7100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesþx    Noo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesþx    Noo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero¨  Accelerated filero ¨
Non-accelerated filero¨  Smaller reporting companyþx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yeso¨    Noþx

Number of shares of Registrant’s Common Stock ($.01 par value per share) issued and outstanding, as of September 13, 2011: 10,053,979.

14, 2012: 12,525,655.

 

 


TABLE OF CONTENTS

Page
      
Page 
Part I.  FINANCIAL INFORMATION  
Item 1.Condensed Consolidated Balance Sheets at July 31, 20112012 and January 31, 20112012   3  
  
   5  
  
   6  
  
   7  
Item 2.      
   1214  
Item 4.  
23
23
24
24
   25  
Part II.  OTHER INFORMATION  
25
26
EX-11.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

2


PART I. FINANCIAL INFORMATION
Item 1.  Legal Proceedings26
Item 6.Exhibits26
Signatures27

PART I. FINANCIAL INFORMATION

Item 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Assets

         
  (Unaudited)  (Audited) 
  July 31, 2011  January 31, 2011 
         
Current assets:        
Cash and cash equivalents $577,885  $1,403,949 
Accounts receivable, net of allowance for doubtful accounts of $140,000 and $100,000, respectively  2,151,458   2,620,756 
Contract receivables  535,941   680,096 
Prepaid hardware and third party software for future delivery  40,963   72,259 
Prepaid customer maintenance contracts  925,667   794,299 
Other prepaid assets  217,187   200,056 
Deferred income taxes  167,000   167,000 
       
Total current assets  4,616,101   5,938,415 
       
         
Property and equipment:        
Computer equipment  2,815,087   2,708,819 
Computer software  2,037,063   1,947,135 
Office furniture, fixtures and equipment  747,867   747,867 
Leasehold improvements  639,864   639,864 
       
   6,239,881   6,043,685 
Accumulated depreciation and amortization  (4,895,412)  (4,517,860)
       
   1,344,469   1,525,825 
       
Other assets:        
Contract receivables, less current portion  274,647   241,742 
Capitalized software development costs, net of accumulated amortization of $13,833,284 and $12,832,347, respectively  7,965,127   7,575,064 
Other, including deferred income taxes of $711,000, respectively  738,475   734,376 
       
Total other assets  8,978,249   8,551,182 
       
  $14,938,819  $16,015,422 
       

   

(Unaudited)

July 31, 2012

  January 31, 2012 

Current assets:

   

Cash and cash equivalents

  $4,071,522   $2,243,054  

Accounts receivable, net of allowance for doubtful accounts of $100,000 and $100,000, respectively

   2,190,052    4,484,605  

Contract receivables

   339,025    430,370  

Prepaid hardware and third party software for future delivery

   22,777    38,193  

Prepaid client maintenance contracts

   941,751    788,917  

Prepaid and other assets

   594,735    256,104  

Deferred income taxes

   167,000    167,000  
  

 

 

  

 

 

 

Total current assets

   8,326,862    8,408,243  
  

 

 

  

 

 

 

Non-current assets:

   

Property and equipment:

   

Computer equipment

   3,285,529    2,892,885  

Computer software

   2,187,854    2,131,730  

Office furniture, fixtures and equipment

   756,375    756,375  

Leasehold improvements

   667,000    667,000  
  

 

 

  

 

 

 
   6,896,758    6,447,990  

Accumulated depreciation and amortization

   (5,594,952  (5,232,321
  

 

 

  

 

 

 

Property and equipment, net

   1,301,806    1,215,669  

Contract receivables, less current portion

   168,546    221,596  

Capitalized software development costs, net of accumulated amortization of $16,027,630 and $14,805,236, respectively

   9,577,781    9,830,175  

Intangible assets, net

   392,348    417,666  

Deferred financing cost, net

   302,097    145,857  

Goodwill

   4,060,504    4,060,504  

Other, including deferred income taxes of $711,000 and $711,000, respectively

   946,073    841,348  
  

 

 

  

 

 

 

Total non-current assets

   16,749,155    16,732,815  
  

 

 

  

 

 

 
  $   25,076,017   $25,141,058  
  

 

 

  

 

 

 

See Notes to Condensed Consolidated Financial Statements

3


STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Liabilities and Stockholders’ Equity

         
  (Unaudited)  (Audited) 
  July 31, 2011  January 31, 2011 
 
Current liabilities:        
Accounts payable $752,454  $565,252 
Accrued compensation  575,603   1,163,843 
Accrued other expenses  285,215   480,422 
Capital lease obligation  132,299   183,637 
Deferred revenues  5,093,616   5,766,795 
       
Total current liabilities  6,839,187   8,159,949 
       
         
Long-term liabilities:        
Line of credit  1,250,000   1,200,000 
Lease incentive liability, less current portion  54,464   61,034 
       
Total liabilities  8,143,651   9,420,983 
       
         
Stockholders’ equity:        
Convertible redeemable preferred stock, $.01 par value per share, 5,000,000 shares authorized, no shares issued      
Common stock, $.01 par value per share, 25,000,000 shares authorized, 10,053,979 and 9,856,517 shares issued and outstanding, respectively  100,539   98,565 
Additional paid in capital  37,461,711   36,975,242 
Accumulated deficit  (30,767,082)  (30,479,368)
       
Total stockholders’ equity  6,795,168   6,594,439 
       
  $14,938,819  $16,015,422 
       

   

(Unaudited)

July 31, 2012

  January 31, 2012 

Current liabilities:

   

Accounts payable

  $711,029   $879,027  

Accrued compensation

   997,080    887,130  

Accrued other expenses

   1,039,256    479,526  

Deferred revenues

   5,368,738    6,496,938  

Contingent consideration for earn-out

   1,232,720    —    
  

 

 

  

 

 

 

Total current liabilities

   9,348,823    8,742,621  
  

 

 

  

 

 

 

Non-current liabilities:

   

Term loan

   4,120,000    4,120,000  

Convertible note

   —      3,000,000  

Lease incentive liability

   41,870    47,193  

Contingent consideration for earn-out, less current portion

   —      1,232,720  
  

 

 

  

 

 

 

Total non-current liabilities

   4,161,870    8,399,913  
  

 

 

  

 

 

 

Total liabilities

   13,510,693    17,142,534  
  

 

 

  

 

 

 

Stockholders’ equity:

   

Convertible redeemable preferred stock, $.01 par value per share, 5,000,000 shares authorized, no shares issued

   —      —    

Common stock, $.01 par value per share, 25,000,000 shares authorized, and 12,144,644 and 10,433,716 shares issued and outstanding, respectively

   121,447    104,338  

Additional paid in capital

   41,882,312    38,360,980  

Accumulated deficit

   (30,438,435  (30,466,794

Total stockholders’ equity

   11,565,324    7,998,524  
  

 

 

  

 

 

 
  $25,076,017   $25,141,058  
  

 

 

  

 

 

 

See Notes to Condensed Consolidated Financial Statements

4


STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Six Months Ended July 31,

(Unaudited)

                 
  Three Months  Six Months 
  2011  2010  2011  2010 
Revenues:
                
Systems sales $163,200  $960,880  $294,202  $1,111,318 
Services, maintenance and support  3,069,869   2,830,935   6,153,830   5,374,510 
Software as a service  912,864   884,662   1,837,923   1,734,665 
             
Total revenues  4,145,933   4,676,477   8,285,955   8,220,493 
             
                 
Operating expenses:
                
Cost of systems sales  627,550   780,506   1,168,502   1,518,395 
Cost of services, maintenance and support  1,155,667   1,378,778   2,489,538   2,760,988 
Cost of software as a service  417,868   472,098   854,291   929,126 
Selling, general and administrative  1,582,532   1,505,863   3,247,193   3,203,440 
Product research and development  342,157   567,147   759,931   1,037,318 
             
Total operating expenses  4,125,774   4,704,392   8,519,455   9,449,267 
             
Operating income (loss)  20,159   (27,915)  (233,500)  (1,228,774)
Other income (expense):                
Interest expense  (21,791)  (34,001)  (41,633)  (56,336)
Miscellaneous income (expenses)  (311)  (9,023)  (5,266)  42,786 
             
Loss before income taxes  (1,943)  (70,939)  (280,399)  (1,242,324)
Income tax (expense)  (5,000)  (5,000)  (7,315)  (10,000)
             
Net loss $(6,943) $(75,939) $(287,714) $(1,252,324)
             
Basic and diluted net earnings (loss) per common share $(0.00) $(0.01) $(0.03) $(0.13)
             
Number of shares used in basic and diluted per common share computation  9,817,370   9,506,904   9,847,348   9,460,911 
             

   Three Months  Six Months 
   2012  2011  2012  2011 

Revenues:

     

Systems sales

  $75,670   $163,200   $429,200   $294,202  

Professional services

   941,419    868,179    2,063,858    1,875,233  

Maintenance and support

   2,297,246    2,201,690    4,648,821    4,278,597  

Software as a service

   1,734,719    912,864    3,352,308    1,837,923  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   5,049,054    4,145,933    10,494,187    8,285,955  
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating expenses:

     

Cost of systems sales

   532,332    627,550    1,218,859    1,168,502  

Cost of professional services

   503,474    614,978    1,055,956    1,164,015  

Cost of maintenance and support

   705,713    540,689    1,430,995    1,325,523  

Cost of software as a service

   616,781    417,868    1,299,087    854,291  

Selling, general and administrative

   2,204,205    1,582,532    3,873,965    3,247,193  

Product research and development

   510,842    342,157    967,205    759,931  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   5,073,347    4,125,774    9,846,067    8,519,455  
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

   (24,293  20,159    648,120    (233,500

Other income (expense):

     

Interest expense

   (391,188  (21,791  (599,018  (41,633

Miscellaneous income (expense)

   (23,788  (311  12,257    (5,266
  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings (loss) before income taxes

   (439,269  (1,943  61,359    (280,399

Income tax expense

   (24,000  (5,000  (33,000  (7,315
  

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings (loss)

  $(463,269 $(6,943 $28,359   $(287,714
  

 

 

  

 

 

  

 

 

  

 

 

 

Basic net earnings (loss) per common share

  $(0.04 $(0.00 $0.00   $(0.03
  

 

 

  

 

 

  

 

 

  

 

 

 

Number of shares used in basic per common share computation

   11,316,083    9,907,880    10,817,214    9,802,488  
  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted net earnings (loss) per common share

  $(0.04 $(0.00 $0.00   $(0.03
  

 

 

  

 

 

  

 

 

  

 

 

 

Number of shares used in diluted per common share computation

   11,316,083    9,907,880    10,936,752    9,802,488  
  

 

 

  

 

 

  

 

 

  

 

 

 

See Notes to Condensed Consolidated Financial Statements

5


STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended July 31,

(Unaudited)

         
  2011  2010 
Operating activities:        
Net loss $(287,714) $(1,252,324)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization  1,391,822   1,708,706 
Loss on disposal of fixed asset  26,667    
Stock-based compensation expense  395,732   243,104 
Provision for accounts receivable  40,000   50,000 
Change in assets and liabilities:        
Accounts, contract and installment receivables  540,548   (133,787)
Other assets  (121,302)  (114,459)
Accounts payable  187,202   200,007 
Accrued expenses  (790,017)  (388,100)
Deferred revenues  (673,179)  (328,530)
       
Net cash provided by (used in) operating activities  709,759   (15,383)
       
         
Investing activities:        
Purchases of property and equipment  (236,196)  (302,292)
Capitalization of software development costs  (1,391,000)  (1,274,000)
Other     2,974 
       
Net cash used in investing activities  (1,627,196)  (1,573,318)
       
         
Financing activities:        
Net change under revolving credit facility  50,000   1,100,000 
Proceeds from exercise of stock options and stock purchase plan  92,711   127,391 
Payments on capital lease obligation  (51,338)  (83,289)
       
Net cash provided by financing activities  91,373   1,144,102 
       
Decrease in cash and cash equivalents  (826,064)  (444,599)
Cash and cash equivalents at beginning of period  1,403,949   1,025,173 
       
Cash and cash equivalents at end of period $577,885  $580,574 
       
Supplemental cash flow disclosures:        
Interest paid $29,621  $30,664 
       
Income taxes paid $16,957  $16,534 
       

   2012  2011 

Operating activities:

   

Net earnings (loss)

  $28,359   $(287,714

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

   

Depreciation and amortization

   1,610,343    1,391,822  

Loss on disposal of equipment

   —      26,667  

Stock-based compensation expense

   399,961    395,732  

Provision for accounts receivable

   —      40,000  

Change in assets and liabilities:

   

Accounts and contract receivables

   2,438,948    540,548  

Other assets

   (610,237  (121,302

Accounts payable

   (167,998  187,202  

Accrued expenses

   597,038    (790,017

Deferred revenues

   (1,128,200  (673,179
  

 

 

  

 

 

 

Net cash provided by operating activities

   3,168,214    709,759  
  

 

 

  

 

 

 

Investing activities:

   

Purchases of property and equipment

   (448,768  (236,196

Capitalization of software development costs

   (970,000  (1,391,000
  

 

 

  

 

 

 

Net cash used in investing activities

   (1,418,768  (1,627,196
  

 

 

  

 

 

 

Financing activities:

   

Net change in borrowings

   —      50,000  

Proceeds from exercise of stock options, stock purchase plan, and subscriptions

   79,022    92,711  

Payments on capital lease obligation

   —      (51,338
  

 

 

  

 

 

 

Net cash provided by financing activities

   79,022    91,373  
  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   1,828,468    (826,064

Cash and cash equivalents at beginning of period

   2,243,054    1,403,949  
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $4,071,522   $577,885  
  

 

 

  

 

 

 

Supplemental cash flow disclosures:

   

Interest paid

  $299,712   $29,621  
  

 

 

  

 

 

 

Income taxes paid

  $23,276   $16,957  
  

 

 

  

 

 

 

Supplemental Disclosure of Non-Cash Financing Activity

In June 2012, the $3,000,000 convertible note and accrued interest was converted to 1,529,729 common shares at $2.00 per share.

See Notes to Condensed Consolidated Financial Statements

6


STREAMLINE HEALTH SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Streamline Health Solutions, Inc. (“Streamline Health®we”, “us”, or the Company”“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 the Company believeswe 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 theour most recent Streamline Health Solutions, Inc. Annual Reportannual report on Form 10-K, Commission File Number 0-28132. Operating results for the three and six months ended July 31, 20112012 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2012.

2013.

NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the Company’sour significant accounting policies is presented in “Note B Significant Accounting Policies” in the fiscal year 20102011 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.

Recently Adopted Accounting Pronouncements
ASU 2009-13

Acquisitions

On December 7, 2011, we completed the acquisition of substantially all of the assets of Interpoint Partners, LLC (“Interpoint”). In October 2009,The net acquired assets and liabilities, and related revenue and expense since December 7, 2011 are included in our condensed consolidated financial statements.

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 Financialreader 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 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. The contingent consideration for earn-out is 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 Recognitionand ASC 605-25Revenue Recognition – Multiple-element arrangements. Revenue recognition typically commences when the following criteria have all been met:

Persuasive evidence of an arrangement exists,

Delivery has occurred or services have been rendered,

The arrangement fees are fixed or determinable, and

Collection is considered probable.

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, 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 Board (FASB) issued Accounting Standard Update (ASU)No. 2009-13, —Multiple-DeliverableRevenue Recognition (Topic 605), “Multiple-Deliverable Revenue Arrangements (ASU 2009-13)— a consensus of the FASB Emerging Issues Task Force ” (“ASU 2009-13”). ASU 2009-13 requires a vendoramends the accounting standards for revenue recognition for multiple deliverable revenue arrangements to:

Provide updated guidance on how deliverables of an arrangement are separated, and how consideration is allocated;

Eliminate the residual method and require entities to allocate revenue using the relative selling price method; and;

Require entities to allocate revenue to each unit of accounting in many arrangements involving multiple deliverables based onan arrangement using the relative selling price of each deliverable. It also changes the level of evidence of stand-alone selling price required to separate deliverables by allowing a vendor to make its best estimate of the stand-alone selling price of deliverables when more objective evidence of selling price is not available.

The Company adopted ASU 2009-13 for all new and materially modified arrangements on a prospective basis beginning February 1, 2011. Upon review of the primary accounting literature, if the Company is unable to establish selling price using VSOE (vendor specific objective evidence) or third-party evidence, the Company will establish an estimated selling price. The estimated selling price is the price at which the Company would transact a sale(“ESP”) of deliverables if the product or service were sold on a stand-alone basis. The Company establishes a best estimate of selling price by considering internal factors relevant to pricing practices such as costs and margin objectives, stand-alone sales prices of similar services and percentage of the fee charged for a primary service relative to a particular piece of licensed software. Additional consideration is also given to market conditions such as competitor pricing strategies and market trends. The Company regularly reviews VSOE for professional services in addition to estimated selling price.

7


The Company has not experienced a change in units of accounting nor was there a change in allocation of fair value to the various units of accounting. Historically, the Company has been able to obtain VSOE or third-party evidence for significant service deliverables. No material changes in assumptions, inputs or methodology used in determining VSOE or third-party evidence have been made. The pattern of revenue recognition is expected to remain consistent with prior periods and the Companyit does not expect a material change in the timing of revenue recognition from previous generally accepted accounting principles as applied in the prior period.
Revenue Recognition — Multiple-Deliverable Revenue Arrangements
The Company may bundle certain proprietary software technology licenses with post-contract customer support (“PCS”), and implementation services. The Company may also bundle software as a service (“SaaS”) offerings with implementation services. In addition, the Company may also bundle additional consulting services such as Business Process Management (“BPM”) and Revenue Cycle Management (“RCM”) services with proprietary software license agreements and SaaS subscriptions.
Provided that the undelivered elements in arrangements that include multiple elements are fixed and determinable, the Company allocates the total revenue to be earned under the arrangement to the elements based on their relative fair value ofhave vendor specific objective evidence (“VSOE”), third-party or third party evidence or estimated(“TPE”) of selling price.

Terms used in evaluation are as follows:

VSOE — the price at which an element is sold as a separate stand-alone transaction.

TPE — the price of an element, charged by another company that is largely interchangeable in any particular transaction.

ESP — our best estimate of the selling price of an element of the transaction.

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 hierarchy.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 amounts representingsoftware portion of SaaS for our HIM (“Health Information Management”) products do not need 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.

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 undelivered itemsknowledge 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 deferred until delivered, ornot 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 pro rataas 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 service contract.

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 July 31, 2012 we have deferred approximately $106,000. 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.

NOTE C EQUITY AWARDS

Common Stock

Authorized common stock of the Company consisted of 25,000,000 shares, par value of $.01 per share, of which 12,144,644 and 10,433,716 shares were issued and outstanding as of July 31, 2012 and January 31, 2012, respectively.

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 (see Note F). The excess of the exercise price over the par value of the common stock was recorded as a credit to additional paid in capital of $3,044,203.

Equity Awards

During the six months ended July 31, 2012, we granted 517,000 options with a weighted average exercise price of $2.43 per share. During the same period, 125,667 options expired with an average exercise price of $1.77 per share and 1,666 options were exercised under all plans.

During the six months ended July 31, 2011, the Companywe granted 858,000 options with a weighted average exercise price of $1.94 per share. During the same period 115,916 options expired with an average exercise price of $1.84 per share and 32,598 options were exercised under all plans.

The fair value of each option grant during the six months ended July 31, 2012 and July 31, 2011 was estimated at the date of the grants using a Black-Scholes option pricing model with the following weighted average assumptions:

         
  For the three  For the six 
  months ended,  months ended, 
  April 30, 2011  July 31, 2011 
Risk-free interest rate  2.50%  2.17%
Dividend yield      
Current weighted-average volatility factor of the expected market price of Common Stock  0.53   0.65 
Weighted-average expected life of stock options 5 years  5 years 
Forfeiture rate  0%  0%

 

   For the six
months ended,
July 31, 2012
  For the six
months ended,
July 31, 2011
 

Risk-free interest rate

   0.41  2.27

Dividend yield

   —      —    

Current weighted-average volatility factor of the expected market price of Common Stock

   0.53    0.56  

Weighted-average expected life of stock options

   5 years    5 years  

Forfeiture rate

   0  0

8


During the six months ended July 31, 2011, the Company2012, we granted 134,789 restricted shares of common stock with a weighted average fair value of $1.94 and 110,412 restricted stock shares with a weighted average fair value of $1.68 per share.had their restriction periods lapse. These shares are subject to the 2005 Incentive Compensation Plan as amended, and are granted to certain independent members of the Board of Directors.Directors and employees. The shares have an approximate one-year restriction period.

During the same periodsix months ended July 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 had their restriction period lapse; these shares hadwith a weighted average fair value of $1.92 per share.

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 six months ended July 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 six months ended July 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.

For the six month periods ended July 31, 2012 and July 31, 2011, we recognized equity awards expense of $400,000 and $396,000, respectively, as a credit to additional paid in capital.

During the six month period ended July 31, 2012, 44,744 shares were purchased at the price of $1.70 per share. Cash received from exercise of options and employee stock purchase plan was $79,000 for the six months ended July 31, 2012. As a result we recorded $78,000 as a credit to additional paid in capital.

NOTE D EARNINGS PER SHARE

The two-class method is used to calculate basic and diluted earnings (loss) per share (“EPS”) as unvested restricted stock awards are considered participating securities because they entitle holders to non-forfeitable rights to dividends or dividend equivalents during the vesting term. Under the two-class method, basic earnings (loss) per common share is computed by dividing the net earnings (loss) allocated to common stock holders by the weighted average number of common shares outstanding. In determining the amount of net earnings (loss) to allocate to common holders, earnings are allocated to both common shares and participating securities based on their respective weighted-average shares outstanding for the period.

Diluted net earnings (loss) per share of common sharestock reflects the potential dilution that could occur if stock options, stock purchase plan commitments, and restricted stock were exercised into shares of our common stock, under certain circumstances, that then would share in the earnings of Streamline Health.our earnings. The dilutive effect is calculated using the treasury stock method. A reconciliation of basic and diluted weighted average shares for basic and diluted EPS, as well as anti-dilutive securities is as follows:

         
  Three Months Ended, 
  July 31, 2011  July 31, 2010 
Numerator for Basic and Diluted Loss per Share:        
Net loss  (6,943)  (75,939)
       
Denominator for basic loss per share weighted average shares  9,817,370   9,506,904 
Effect of dilutive securities(1)
        
Stock options      
Restricted stock      
       
Denominator for basic loss per share, with assumed conversions  9,817,370   9,506,904 
       
Basic net loss per common share  (0.00)  (0.01)
       
Diluted net loss per common share  (0.00)  (0.01)
       
Anti-dilutive securities:        
Stock options, out-of-the-money  1,272,467   847,000 
       

 

9

   Three Months Ended, 
   July 31, 2012  July 31, 2011 

Numerator for Basic and Diluted Earnings per Share:

   

Net loss

  $(463,269 $(6,943
  

 

 

  

 

 

 

Denominator for basic earnings per share weighted average shares

   11,316,083    9,907,880  

Effect of dilutive securities

   

Stock options

   —      —    

Restricted stock

   —      —    
  

 

 

  

 

 

 

Denominator for basic earnings per share, with assumed conversions

   11,316,083    9,907,880  
  

 

 

  

 

 

 

Basic net loss per common share

  $(0.04 $(0.00
  

 

 

  

 

 

 

Diluted net loss per common share

  $(0.04 $(0.00
  

 

 

  

 

 

 

Anti-dilutive securities:

   

Stock options, out-of-the-money

   403,500    1,272,467  
  

 

 

  

 

 

 
   Six Months Ended, 
   July 31, 2012  July 31, 2011 

Numerator for Basic and Diluted Earnings per Share:

   

Net earnings (loss)

  $28,359   $(287,714
  

 

 

  

 

 

 

Denominator for basic earnings per share weighted average shares

   10,817,214    9,802,488  

Effect of dilutive securities

   

Stock options

   78,855    —    

Restricted stock

   40,683    —    
  

 

 

  

 

 

 

Denominator for basic earnings per share, with assumed conversions

   10,936,752    9,802,488  
  

 

 

  

 

 

 

Basic net earnings (loss) per common share

  $0.00   $(0.03
  

 

 

  

 

 

 

Diluted net earnings (loss) per common share

  $0.00   $(0.03)  
  

 

 

  

 

 

 

Anti-dilutive securities:

   

Stock options, out-of-the-money

   443,500    1,282,467  
  

 

 

  

 

 

 


         
  Six Months Ended, 
  July 31, 2011  July 31, 2010 
Numerator for Basic and Diluted Loss per Share:        
Net loss  (287,714)  (1,252,324)
       
Denominator for basic loss per share weighted average shares  9,847,348   9,460,911 
Effect of dilutive securities(1)
        
Stock options      
Restricted stock      
       
Denominator for basic loss per share, with assumed conversions  9,847,348   9,460,911 
       
Basic net loss per common share  (0.03)  (0.13)
       
Diluted net loss per common share  (0.03)  (0.13)
       
Anti-dilutive securities:        
Stock options, out-of-the-money  1,282,467   847,000 
       
(1)Excluded common stock equivalents (stock options and restricted stock), as the inclusion thereof would be antidilutive.
NOTE E CONTRACTUAL OBLIGATIONS

The following table details the remaining obligations, including accrued interest, by fiscal year, as of the end of the quarter:

                 
  Line of Credit  Operating Leases  Capital Lease  Fiscal Year Totals 
2011 $1,256,000  $224,000  $137,000  $1,617,000 
2012     389,000      389,000 
2013     329,000      329,000 
2014     335,000      335,000 
2015     164,000      164,000 
Thereafter            
             
Total $1,256,000  $1,441,000  $137,000  $2,834,000 
             
quarter (in thousands):

   2012   2013   2014   2015   2016   Thereafter   Totals 

Operating leases

  $259     477     487     321     161     279     1,984  

Term loan

   —       4,120     —       —       —       —       4,120  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $259     4,597     487     321     161     279     6,104  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 during the third quarter of fiscal 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 will be aggregated with the total expected rental expense, and will be amortized on a straight line basis over the term of the lease.

NOTE F DEBT

Term Loan and Line of Credit

On April 13,December 7, 2011, in conjunction with the Company’s wholly owned subsidiary, Streamline Health, Inc.,acquisition of the assets of Interpoint, we entered into a second amended and restated revolving notesubordinated credit agreement with Fifth Third Bank Cincinnati, OH. in which the bank provided us with a $4,120,000 term loan maturing on December 7, 2013 and a revolving line of credit maturing on October 1, 2013.

The termsproceeds from the term loan were used to finance the cash portion of the Interpoint acquisition purchase price, as well as pay down the outstanding balance of our existing revolving line of credit with Fifth Third Bank. The term loan remainand revolving line of credit are secured by substantially all of our and our subsidiaries’ assets. Borrowings under the same as set forth in the revolving note entered into on July 31, 2008, as amended on January 6, 2009,term loan bear interest at a rate of 12% and October 21, 2009, except as follows: (i) the maximum principal amount that can be borrowed was increased to $3,000,000 from the prior maximum amount of $2,750,000, subject to the borrowing base limitation; and (ii) the maturity date of the loan has been extended to October 1, 2013 from October 1, 2011. The interest rate on the outstanding principal balanceline of the loan accruescredit bears interest at an annuala floating rate of interest equal to the Adjusted Libor Rate (as defined in the revolving note)based on LIBOR plus 3.25%,an applicable margin, and is payable monthly. The interest rate on the note was 3.5%line of credit at July 31, 2011. In2012 approximated 3.4%. We paid a commitment fee in connection with the term loan of $120,000, which is included in deferred financing costs, and we will also be required to pay a success fee in accordance with the revised maturity date,loan, which is recorded in interest expense. We had no outstanding borrowings under the outstanding balance on the note is classifiedline of credit as a long-term obligation atof July 31, 2011.

2012.

10


In connection with entering into the second amended and restated revolving note in April 2011, the Company also entered into an amendment to the amended and restated continuing guaranty agreement. The terms of the continuing guarantee agreement remain the samesignificant covenants as set forth in the guaranty agreement entered intoterm loan and line of credit are as follows: (i) maintain adjusted EBITDA as of the end of any fiscal quarter greater than $3,500,000, on Julya trailing four fiscal quarter basis beginning January 31, 2008, as amended on January 6, 2009 and on October 21, 2009, except that: (i) the minimum2012; (ii) maintain a fixed charge coverage ratio covenant has been revised, whereasfor the Company shall maintain a minimum trailing twelve months fixed charge coverage ratio of 1.25, measured each fiscal quarter; (ii) the funded indebtedness to EBITDA covenant has been revised, whereas the Company shall report a funded indebtedness to EBITDA ratio no greater than 2.0, measured each fiscal quarter and; (iii) a covenant has been added whereas the Company’s EBITDA shall cover its capitalized software development costs each fiscal quarter. The covenant becomes effective on October 31, 2011 and is calculated based on the trailing nine months. As ofending January 31, 2012 and thereafter,each April 30, July 31, October 31, and January 31 of less than 1.50:1 calculated quarterly for the calculation will be basedperiod 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 greater than 1.75:1, calculated quarterly on a trailing twelve months.
The note also continues to be secured by a first lien onfour fiscal quarter basis beginning January 31, 2012. We were in compliance with all loan covenants at July 31, 2012.

Convertible Note

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 Company pursuantdate 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 security agreements entered intoconvert 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.

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 Company.

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 Company wasearn-out consideration, if any, will be paid no later than July 31, 2013 in compliancecash or through the issuance of a note with allterms identical to the terms of the covenantsConvertible 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 July 31, 2011. The Company pays a commitment fee on2012 we estimate the unused portion ofpayment obligation in connection with the facility of .06%. The Company had outstanding borrowings of $1,250,000 and $1,200,000 under this revolving loanearn-out will be $1,233,000. Future adjustments to the contingent obligation will be recorded as of July 31, 2011 and January 31, 2011, respectively.

expense in the period identified.

NOTE G — COMMITTMENTS- COMMITMENTS AND CONTINGENCIES

Streamline Health has

We have entered into employment agreements with itsour officers and certain employees that generally provide annual salary, a minimum bonus, discretionary bonus, and stock incentive provisions.

As

NOTE H – SUBSEQUENT EVENTS

We evaluated all events or transactions that occurred after July 31, 2012 through the date the we issued these financial statements. On August 16, 2012, we acquired substantially all of the outstanding stock of New York City-based Meta Health Technology, Inc., a New York corporation (“Meta”). We paid a total purchase price of $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, which had an agreed upon value of approximately $1,600,000. For the three and six month periods ending July 31, 2012, we recorded $524,000 and $550,000, respectively, of acquisition costs related to the Meta transaction, which was recorded in selling, general and administrative expense.

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, we mutually agreed to settle the success fee included in the the current term loan for $700,000. The loans are secured by substantially all of our assets. Borrowing under the senior term loan bears interest at a rate of LIBOR plus 5.50%, and borrowing under the subordinated term loan bears interest at 10% from August 16, 2012 and thereafter. Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus 3.00%. The loans are subject to certain customary financial covenants, including, without limitation, covenants that require us to maintain a minimum adjusted EBITDA, to maintain a funded debt to adjusted EBITDA ratio and to maintain a fixed charge coverage ratio. A commitment fee of 0.40% will be incurred on the unused revolving line of credit balance, and is payable quarterly. The proceeds of these loans were used to finance the cash portion of the acquisition purchase price and to cover any additional operation costs as a result of the Meta acquisition.

In a reductionseparate transaction on August 16, 2012, we completed a $12,000,000 equity investment with affiliated funds and accounts of Great Point Partners, LLC, and Noro-Moseley Partners VI, L.P., and another investor. The equity investment consisted of us issuing 2,416,785 shares of a new series A convertible preferred stock at $3.00 per share, 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 in force implemented by managementthe aggregate principal amount of $5,699,577, which, upon stockholder approval, convert into 1,583,210 shares of preferred stock. The preferred stock is convertible into shares of our common stock on a one-for-one basis at $3.00 per share at any time at the discretion of the holder of such preferred stock. The warrants may be exercised at any time during the quarter ended July 31, 2011,period beginning on February17, 2013 until 5 years from such initial exercise date. Direct costs of obtaining the Company expensed $100,000 infinancing were capitalized and will be amortized over the second quarterlife of fiscal 2011, in accordance with severance agreements.

the related instruments.

11

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to historical information contained herein, this Reportquarterly report on Form 10-Q contains forward-looking statements relating to the Company’s plans, strategies, expectations, intentions, etc. of Streamline Health Solutions, Inc. (“we”, “us”, or “our”) and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are no guarantee of future performance and are subject to certain risks and uncertainties that are difficult to predict and actual results could differ materially from those reflected in the forward-looking statements. These risks and uncertainties include, but are not limited to, the timing of contract negotiations and executions and the related timing of the revenue recognition related thereto, the potential cancellation of existing contracts or clients not completing projects included in the backlog, the impact of competitive products and pricing, product demand and market acceptance, new product development, key strategic alliances with vendors that resell Streamline Health solutions, theour products, our ability of Streamline Health to control costs, availability of products obtainedproduced from third-partythird party vendors,

the healthcare regulatory environment, potential changes in legislation, regulatoryregulation and government funding affecting the healthcare industry, healthcare information system budgets, availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems, fluctuations in operating results, and other risk factors that might cause such differences including those discussed herein, and including, effects of critical accounting policies and judgments, changes in accounting policies or procedures as may be required by the Financial AccountingAccountings Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry generally and the markets in which the Company operates,we operate, and the Company’sour ability to maintain compliance with the terms of itsour credit facilities, and other risk factors that might cause such differences including those discussed herein, including, but not limited to, discussions in the most recent Form 10-K,sections entitled Part I, “Item 1 Business”,Financial Statements” and “Item 1A Risk Factors”, Part II, “Item 72 Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8 Financial Statements and Supplemental Data.Operations.” In addition, other written or oral statements that constitute forward-looking statements may be made by us or on behalf of the Company.our behalf. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date thereof. The Registrant undertakesWe undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in this and other documents Streamline Health Solutions, Inc. fileswe file from time to time with the Securities and Exchange Commission, including future Quarterly Reportsthe annual report on Form 10-K, quarterly reports on Form 10-Q and any Current Reportscurrent reports on Form 8-K.

Streamline Health’s

Our discussion and analysis of itsour financial condition and results of operations are based upon itsour consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Streamline Healthus to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent liabilities. On an ongoing basis, Streamline Health evaluates itswe evaluate our estimates, including those related to product revenues, bad debts, capitalized software development costs, income taxes, support contracts, contingencies, and litigation. Streamline Health bases itsWe base our estimates on historical experience and on various other assumptions that Streamline Health believeswe believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities, and revenue and expense recognition. Actual results may differ from these estimates under different assumptions or conditions.

12


General
Streamline Health Solutions, Inc. (“Streamline Health®” or the “Company”) is a leading developer of workflow and document management technology solutions that drive process efficiencies and cost reductions for leading healthcare facilities throughout North America. Since our inception in 1989, Streamline Health’s technology solutions have seamlessly interfaced with our customers’ existing enterprise or departmental electronic medical record systems. The Company’s solutions efficiently integrate paper-based and unstructured data with electronic data in the areas of Health Information Management, Patient Financial Services, Human Resources, and Supply Chain Management to provide real-time comprehensive patient profiles and generate substantial operational savings. Streamline Health’s workflow and document management solutions assist hospitals in meeting the requirements of “meaningful use” to become eligible for significant incentive payments as outlined in the HITECH act (a provision of American Recovery and Reinvestment Act of 2009), and they are an integral part of an enterprise-wide Electronic Health Record (EHR). The Company sells its products and services in North America to remarketers, hospitals, clinical and ambulatory services through its direct sales force, and its reseller partnerships.
Streamline Health’s core technology is a secure document management repository called accessANYwareTM that collects, indexes, and intelligently routes unstructured, document-based medical and financial data throughout the enterprise. The accessANYware family of solutions work complementary to, and can be seamlessly integrated with existing transaction-centric clinical, financial and management information systems. The Company’s fifth-generation accessANYware architecture includes the consolidation of technology platforms onto the Microsoft.NET platform, and also the internationalization of the software to reach international markets.
The Company’s core technology is supplemented by departmental workflow-based solutions and services which offer solutions to specific healthcare business processes within Health Information Management (HIM) and the revenue cycle. Additionally, the Company offers a full complement of high quality consulting and implementation services to complement and enhance its software applications.
The Company’s software solutions are delivered either by purchased perpetual license which is installed locally in the customer’s data center; or by subscription and accessed through a secure internet connection (also known as “software as a service” or “SaaS”). A SaaS subscription provides Streamline Health’s complete suite of document management and workflow products, which also enables improved security, and accessibility to patient records at significant cost savings; with minimal up-front capital investment, maintenance, and support costs. In addition, the healthcare provider need not have knowledge of, expertise in, or control over the technology infrastructure in the data center that supports them. SaaS systems allow customers to realize the benefits of our systems with an accelerated return on investment, and less economic risk.
The Company operates primarily in one segment as a provider of health information technology solutions. The financial information required by Item 101(b) of Regulation S-K is contained in Item 6 Selected Financial Information of the Company’s January 31, 2011 Form 10-K.

13


Signed Agreements — Backlog
At July 31, 2011 Streamline Health has master agreements and purchase orders from customers and remarketing partners for systems and related services (excluding support and maintenance, and transaction-based SaaS subscription revenues), which have not been delivered or installed which, if fully performed, would generate future revenues of approximately $4,805,000 compared with $4,312,000 at July 31, 2010. The related systems and services are expected to be delivered over the next two to three years. The increase in the backlog is the result of several contracts for professional services, or third-party hardware and software entered into subsequent to the prior year comparable quarter end, net of the revenues recognized from backlog since July 31, 2010. At July 31, 2011, Streamline Health had maintenance agreements purchase orders, from customers and remarketing partners for maintenance, which if fully performed, will generate future revenues of approximately $6,009,000 compared with $5,788,000 at July 31, 2010, through their respective renewal dates in fiscal year 2012 and 2011. This increase is primarily the result of new or renewed maintenance contracts that have entered their service period, and therefore, added to backlog, net of recognized maintenance revenues since July 31, 2010. At July 31, 2011, Streamline Health has entered into SaaS agreements, which are expected to generate revenues in excess of $7,275,000 through their respective renewal dates in fiscal years 2011 through 2014. The software as a service backlog decreased to $7,275,000 from $8,818,000 at July 31, 2010, due to recognized revenues from backlog on contracts signed in prior years, net of new SaaS business, conversions from license to SaaS, and contract renewals.
Below is a summary of the backlog at July 31, 2011, January 31, 2011 and July 31, 2010:
             
  July 31, 2011  January 31, 2011  July 31, 2010 
Streamline Health Software Licenses $51,000  $121,000  $174,000 
Custom Software  29,000   42,000   62,000 
Hardware and Third Party Software  152,000   66,000   95,000 
Professional Services  4,573,000   4,629,000   3,981,000 
Software as a service  7,275,000   7,362,000   8,818,000 
Recurring Maintenance  6,009,000   5,384,000   5,788,000 
          
Total $18,089,000  $17,604,000  $18,918,000 
          
Streamline Health believes its future revenues will come from its direct sales force, as well as remarketing agreements with third-party health information systems vendors. Streamline Health continues to actively pursue additional remarketing agreements with other companies.
The commencement of revenue recognition varies depending on the size and complexity of the system; the implementation schedule requested by the customer and usage by customers of the Company’s SaaS services. Therefore, it is difficult for the Company to accurately predict the revenue it expects to achieve in any particular period. Streamline Health’s master agreements generally provide that the customer may terminate its agreement upon a material breach by Streamline Health, or may delay certain aspects of the installation. There can be no assurance that a customer will not cancel all or any portion of a master agreement or delay installations. A termination or installation delay of one or more phases of an agreement, or the failure of Streamline Health to procure additional agreements, could have a material adverse effect on Streamline Health’s business, financial condition, and results of operations.

14


Operating Results
The Company

We recognized revenues in the three and six month periods ending July 31, 20112012 of $5,049,000 and $10,494,000, compared to $4,146,000 and $8,286,000 compared to $4,676,000 and $8,220,000; a decrease of $530,000 andfor the comparable prior year periods; an increase of $66,000$903,000 and $2,208,000 or 22% and 27%, respectively. The revenues recognizedRevenues are derived primarily from recurring revenues recognized from SaaS subscriptionssoftware as a service (referred to herein as “SaaS”) and recurring maintenance contracts. The Company earnedWe incurred an operating profitloss of $20,000$24,000 in the second quarter of fiscal 20112012, and incurredearned an operating lossprofit of $234,000$648,000 for the six month period ended July 31, 2011.2012. In the prior year comparable periods the Companywe earned an operating profit of $20,000 and incurred an operating lossesloss of $28,000 and $1,229,000,$234,000, respectively. Operating expenses for the three and six month periods ending July 31, 20112012 were $5,073,000 and $9,846,000, compared to $4,126,000 and $8,519,000 compared to $4,704,000 and $9,449,000 in the comparable prior year periods; a decreasean increase of $578,000$947,000 and $1,327,000, or 12%23% and $930,000 or 10%16%, respectively, over the prior year comparable periods.

The Company’s

Our revenues from proprietary systems sales have varied, and may continue to vary, significantly from quarter-to-quarter because of the volume and timing of systems sales and delivery. Professional services revenues also fluctuate from quarter-to-quarter because of the timing of the implementation services, project management, and timing of the recognition of revenues under generally accepted accounting principles. Conversely, revenues from SaaS, subscription sales, and maintenance services do not fluctuate significantly from quarter-to-quarter, but have been increasing, on an annual basis, as the number of customers increase.increase or customers expand their solutions. Substantial portions of the operating expenses are fixed; therefore operating profits are expected to vary depending primarily on the factors that drive fluctuations in revenues and the mix of proprietary system salesrevenue versus SaaS subscriptions sold.

revenue.

Statement of Operations(1)(1)

                 
  Three Months Ended July 31,  Six Months Ended July 31, 
  2011  2010  2011  2010 
Systems sales  4%  20%  4%  14%
Services, maintenance and support  74   61   74   65 
Application-hosting services  22   19   22   21 
             
Total revenues  100%  100%  100%  100%
             
Cost of sales  53%  56%  55%  63%
Selling, general and administrative  38   32   39   39 
Product research and development  8   12   9   13 
             
Total operating expenses  99%  100%  103%  115%
             
Operating profit (loss)  1%  (1)%  (3)%  (15)%
Other income (expense), net  (1)%  (1)%  (1)%   
Income tax net benefit            
             
Net earnings(loss)     (2)%  (4)%  (15)%
             
Cost of systems sales  385%  81%  397%  137%
             
Cost of services, maintenance and support  38%  49%  41%  51%
             
Cost of application-hosting services  46%  53%  47%  54%
             

   Three Months Ended July 31,  Six Months Ended July 31, 
   2012  2011  2012  2011 

Systems sales

   1.5  4.0  4.1  3.6

Professional services

   18.6    20.9    19.7    22.6  

Maintenance and support

   45.5    53.1    44.3    51.6  

Software as a service

   34.4    22.0    31.9    22.2  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   100.0    100.0    100.0    100.0  
  

 

 

  

 

 

  

 

 

  

 

 

 

Cost of sales

   46.7    53.1    47.7    54.5  

Selling, general and administrative

   43.7    38.2    36.9    39.2  

Product research and development

   10.1    8.3    9.2    9.2  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   100.5    99.5    93.8    102.8  
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit (loss)

   (0.5  0.5    6.2    (2.8

Other income (expense), net

   (8.2  (0.5  (5.6  (0.6

Income tax expense

   (0.5  (0.1  (0.3 ��(0.1
  

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings (loss)

   (9.2)%   (0.2%)   0.3  (3.5%) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cost of systems sales

   703.5  384.5  284.0  397.2
  

 

 

  

 

 

  

 

 

  

 

 

 

Cost of professional services

   53.5  70.8  51.2  62.1
  

 

 

  

 

 

  

 

 

  

 

 

 

Cost of maintenance and support

   30.7  24.6  30.8  31.0
  

 

 

  

 

 

  

 

 

  

 

 

 

Cost of software as a service

   35.6  45.8  38.8  46.5
  

 

 

  

 

 

  

 

 

  

 

 

 

(1)Because a significant percentage of the operating costs are incurred at levels that are not necessarily correlated with revenue levels, a variation in the timing of systems sales and installations and the resulting revenue recognition can cause significant variations in operating results. As a result, period-to-period comparisons may not be meaningful with respect to the past operations nor are they necessarily indicative of theour future operations of Streamline Health in the near or long-term. The data in the table is presented solely for the purpose of reflecting the relationship of various operating elements to revenues for the periods indicated.

15


Revenues

Revenues consisted of the following (in thousands):

                 
  Three Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Proprietary software(1)
 $14  $674  $(660)  (98%)
Hardware & third party software(1)
  149   287   (138)  (48%)
Professional services(2)
  868   929   (61)  (7%)
Maintenance & support(2)
  2,202   1,902   300   16%
Software as a service  913   884   29   3%
              
Total Revenues $4,146  $4,676  $(530)  (11%)
              
                 
  Six Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Proprietary software(1)
 $51  $702  $(651)  (93%)
Hardware & third party software(1)
  242   409   (167)  (41%)
Professional services(2)
  1,875   1,587   288   18%
Maintenance & support(2)
  4,279   3,787   492   13%
Software as a service  1,839   1,735   104   6%
              
Total Revenues $8,286  $8,220  $66   1%
              

   Three Months Ended,        
   July 31, 2012   July 31, 2011   Change  % Change 

Proprietary software(1)

  $14    $14    $0    0

Hardware & third party software(1)

   62     149     (87  (58)% 

Professional services(2)

   941     868     73    8

Maintenance & support

   2,297     2,202     95    4

Software as a service(3)

   1,735     913     822    90
  

 

 

   

 

 

   

 

 

  

 

 

 

Total revenues

  $5,049    $4,146    $903    22
  

 

 

   

 

 

   

 

 

  

 

 

 

   Six Months Ended,         
   July 31, 2012   July 31, 2011   Change   % Change 

Proprietary software(1)

  $134    $51    $83     163

Hardware & third party software(1)

   295     242     53     22

Professional services(2)

   2,064     1,875     189     10

Maintenance & support

   4,648     4,279     369     9

Software as a service(3)

   3,353     1,839     1,514     82
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

  $10,494    $8,286    $2,208     27
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)Proprietary software and hardware are the components of the system sales line item
(2)Professional servicesIncludes $30,000 and maintenance & support are$64,000 of revenue earned from the components ofacquired Interpoint operations for the service, maintenancethree and support line item. BPM consulting services are included in professional services.six month periods ended July 31, 2012, respectively.
(3)Includes $630,000 and $1,120,000 of revenue earned from the acquired Interpoint operations for the three and six month periods ended July 31, 2012, respectively.

Revenues for the three and six month periods ended July 31, 2011,2012 were $4,146,000$5,049,000 and $8,286,000$10,494,000 respectively; as compared to $4,676,000$4,146,000 and $8,220,000$8,286,000 respectively in the comparable periods of fiscal 2010.2011. The quarterly decreaseand year to date increase was primarily attributable to two large proprietary license sales recognizedrevenues provided by the acquired Interpoint operations (now known as SaaS-PFS) which contributed $660,000 in incremental revenue in the second quarter of fiscal 2010, that had no comparable sales in fiscal 2011; which resulted in a significant decrease in proprietary licensed software sales. The decrease in proprietary software revenues were partially offset by2012 and $1,184,000 for the six months ended July 31, 2012. Additional increases in recurring revenues from SaaS and maintenance contracts are primarily due to annual increases, new clients which have added incremental revenue, or expansion of services to current clients.

Backlog

   July 31, 2012   January 31, 2012   July 31, 2011 

Streamline Health proprietary software

  $120,000    $181,000    $80,000  

Hardware and third party software

   119,000     194,000     152,000  

Professional services

   4,678,000     5,945,000     4,573,000  

Maintenance and support

   9,937,000     10,542,000     6,009,000  

Software as a service

   17,332,000     10,504,000     7,275,000  
  

 

 

   

 

 

   

 

 

 

Total

  $32,186,000    $27,366,000    $18,089,000  
  

 

 

   

 

 

   

 

 

 

At July 31, 2012, we had master agreements and purchase orders from clients and remarketing partners for systems and related services which have not been delivered or installed which, if fully performed, would generate future revenues of approximately $32,186,000 compared with $18,089,000 at July 31, 2011.

Our proprietary software maintenancebacklog consists of signed agreements to purchase software licenses. Typically, this is software that is not yet generally available, or the software is generally available and the client has not taken possession of the software.

Third party hardware and software consists of signed agreements to purchase third party hardware or third party software licenses that have not been delivered to the client. These are products that we resell as components of solutions clients purchase. The decrease in backlog is primarily due to clients which have made fewer purchases for future systems implementations. These items are expected to be delivered in the next twelve months as implementations commence.

Professional services backlog consists of signed contracts for services that have yet to be performed, or revenues that are deferred. Typically backlog is recognized within twelve months of the contract signing for services, unless those services are deemed essential to the functionality of software; whereby they are deferred and recognized over a service subscription revenue.period greater than one year. The increase in backlog from the prior year comparable quarter is due to incremental backlog provided by SaaS-PFS clients acquired in the Interpoint acquisition, and is partially offset by revenue recognized out of backlog.

Maintenance and support backlog consists of maintenance agreements for licenses of our proprietary software and third party hardware and software with clients and remarketing partners for which either an agreement has been signed, a purchase order has been received, or payment has been received. Included in maintenance and support backlog are the signed client agreements through their respective renewal dates. Typical maintenance contracts are for a one year term and are renewed annually. Clients typically prepay maintenance and support which is billed 30-60 days prior to the beginning of the maintenance period. We do not expect any significant client attrition over the next 12 months. Maintenance and support backlog at July 31, 2012 was $9,937,000 as a service subscription revenue on a quarterlycompared to $6,009,000 at July 31, 2011. A significant portion of the increase in maintenance and year-to-date basissupport backlog is due to one SaaS customerclient which signed an extended maintenance contract for five years. Other factors which increased backlog are add-on solutions sold in fiscal 2010 that reached go-live status in2011 and the firstsecond quarter of fiscal 2012. Additionally, contract renewals are typically subject to an annual increase in fees based on market rates and inflationary metrics.

At July 31, 2012, we have entered into SaaS agreements, which are expected to generate revenues of $17,332,000 through their respective renewal dates in fiscal years 2012 through 2018. Typical SaaS terms are one to five years in length. The increase in SaaS backlog from July 31, 2011 and was able to begin ratable revenue recognition,is primarily the impact of assumed backlog from the Interpoint acquisition, as well as the continued recognition of subscription revenues from backlog. Additionally, the increasenew contracts signed late in recurring maintenance and support is due to revenues recognized for maintenance periods commencing on software sold since the close offiscal 2011 through the second quarter 2010. The year-to-date increase in professional services is primarily the result of increased revenue earned from implementations of systems and other professional services sold in prior quarters.

fiscal 2012.

16


Cost of Sales

Cost of sales consisted of the following (in thousands):

                 
  Three Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Cost of system sales $628  $781  $(153)  (20%)
Cost of services, maintenance and support  1,156   1,379   (223)  (16%)
Cost of software as a service  418   472   (54)  (11%)
              
Total cost of sales $2,202  $2,632  $(430)  (16%)
              
                 
  Six Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Cost of system sales $1,169  $1,518  $(349)  (23%)
Cost of services, maintenance and support  2,490   2,761   (271)  (10%)
Cost of software as a service  854   929   (75)  (8%)
              
Total cost of sales $4,513  $5,208  $(695)  (13%)
              

   Three Months Ended,        
   July 31, 2012   July 31, 2011   Change  % Change 

Cost of system sales

  $532    $628    $(96  (15%) 

Cost of professional services

   503     615     (112  (18%) 

Cost of maintenance and support

   706     541     165    30

Cost of software as a service

   617     418     199    48
  

 

 

   

 

 

   

 

 

  

 

 

 

Total cost of sales

  $2,358    $2,202    $156    7
  

 

 

   

 

 

   

 

 

  

 

 

 

   Six Months Ended,        
   July 31, 2012   July 31, 2011   Change  % Change 

Cost of system sales

  $1,219    $1,169    $50    4

Cost of professional services

   1,056     1,164     (108  (9%) 

Cost of maintenance and support

   1,431     1,326     105    8

Cost of software as a service

   1,299     854     445    52
  

 

 

   

 

 

   

 

 

  

 

 

 

Total cost of sales

  $5,005    $4,513    $492    11
  

 

 

   

 

 

   

 

 

  

 

 

 

Cost of systems sales includes amortization of capitalized software expenditures, royalties, and the cost of third-party hardware and software. The quarterly and year-to-date decrease in the cost of systems sales is primarily the result of quarterly and year-to-date decreases in capitalized software amortization of $132,000 and $253,000, respectively; primarily due to products released in prior years becoming fully amortized in fiscal 2011. Cost of systems sales was also reduced on a quarterly and year-to-date basis due to a decrease in third-party hardware and software sales. The year-to-date increase of $50,000 in the cost of systems sales overis primarily attributable to the sunsetting of certain products, and partially offset by older assets becoming fully amortized.

The cost of professional services includes compensation and benefits for personnel, and related expenses. The quarterly and year-to-date decrease in expense is primarily due to a significant reduction in staffing, which took place in the second quarter of fiscal 2011, which increased severance expenses in the prior year comparable periods.

Costperiod. This was partially offset by an incremental increase of $67,000 and $171,000, respectively, in quarterly and year-to-date expense attributable to the inclusion of Interpoint implementation services (now referred to as Patient Financial Services or “PFS”).

The cost of maintenance and support includes compensation and benefits for client support and professional services personnel and the cost of third party maintenance contracts. The quarterly and year-to-date decreaseincrease in expense is primarily due to reduced salary and benefits expenses during fiscal 2011, primarily through the reduction in forceincreased support costs experienced in the second quarter; and reductionsquarter for certain products in the cost of third-party provider maintenance contracts over the prior year comparable quarter. These reductions were partially offset by increased expense due to the increased use of third-party outside contractors.

general release.

The cost of software as a service operations is relatively fixed, but is generally subject to annual increases for the goods and services required. Additionally, amortization of internally developed software purchased in the acquisition of Interpoint of $88,000 and $175,000 was recorded for the three and six months ended July 31, 2012 respectively. The quarterly and year-to-date decreaseincrease, net of amortization expense, is primarily attributable to reductions in salaryincreased personnel and related benefits through reduced staffing;infrastructure costs relative to data center operations to support revenue growth, as well as several annual third party provider license and maintenance agreements that were re-negotiated, resulting in quarterly and year-to-date cost savings.

the incremental leasing costs for PFS SaaS data center operations.

17


Selling, General and Administrative Expense

Selling, general and administrative expenses consisted of the following (in thousands):

                 
  Three Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Selling, general, and administrative $1,583  $1,506  $77   5%
              
                 
  Six Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Selling, general, and administrative $3,247  $3,203  $44   1%
              

   Three Months Ended,         
   July 31, 2012   July 31, 2011   Change   % Change 

Selling, general, and administrative

  $2,204    $1,583    $621     39
  

 

 

   

 

 

   

 

 

   

 

 

 
   Six Months Ended,         
   July 31, 2012   July 31, 2011   Change   % Change 

Selling, general, and administrative

  $3,874    $3,247    $627     19
  

 

 

   

 

 

   

 

 

   

 

 

 

Selling, Generalgeneral and Administrativeadministrative expenses consist primarily of compensation and related benefits and reimbursable travel and living expenses related to the Company’sour sales, marketing and administrative personnel; advertising and marketing expenses, including trade shows and similar type sales and marketing expenses; and general corporate expenses, including occupancy costs. The quarterly and year-to-date increase over the respective comparable prior periodyear periods is due to increases in equity awards expense, performance bonus accruals, increasedinvestor relations expenses, professional fees, travel and living expenses, trade show expense, and increased investor relations costs.amortization of intangible assets. These quarterly and year-to-date increases were partially offset by reduced salaries and benefits expense, reduced commissions expense, and reduced use of third-party outside consultants, and reduced bad debt expense.

consultants.

Product Research and Development Expense

Product research and development expenses consisted of the following (in thousands):

                 
  Three Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Research and development expense $342  $567  $(225)  (40%)
Capitalized research and development cost  606   578   28   5%
              
Total R&D Cost $948  $1,145  $(197)  (17%)
              
                 
  Six Months Ended,       
  July 31, 2011  July 31, 2010  Change  % Change 
Research and development expense $760  $1,037  $(277)  (27%)
Capitalized research and development cost  1,391   1,274   117   9%
              
Total R&D Cost $2,151  $2,311  $(160)  (7%)
              

   Three Months Ended,        
   July 31, 2012   July 31, 2011   Change  % Change 

Product research and development expense

  $511    $342    $169    49

Capitalized software development cost

   463     606     (143  (24%) 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total R&D cost

  $974    $948    $26    3
  

 

 

   

 

 

   

 

 

  

 

 

 
   Six Months Ended,        
   July 31, 2012   July 31, 2011   Change  % Change 

Product research and development expense

  $967    $760    $207    27

Capitalized software development cost

   970     1,391     (421  (30%) 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total R&D cost

  $1,937    $2,151    $(214  (10%) 
  

 

 

   

 

 

   

 

 

  

 

 

 

Product research and development expenses consist primarily of compensation and related benefits; the use of independent contractors for specific near-term development projects; and an allocated portion of general overhead costs, including occupancy. Quarterly and year-to-date research and development expenses decreased $225,000increased $169,000 and $277,000,$207,000, respectively, from the prior year comparable periods. These decreasesThe quarterly and year-to-date increases in research and development expense is a result of increased development time spent on non-capitalizable products. Quarterly and the offsetting increases inyear-to-date capitalized software development costs aredecreased as compared to the prior year primarily due to an increasea decrease in costs eligible for capitalization, decreased product support costs, and reductions in development staffing that were partially offset by increased use of third-party outside contractors.capitalization. The total research and development expenditures on a quarterly and year-to-date basis have increased

by $26,000 and decreased by $197,000 and $160,000,$214,000, respectively, when considering both capitalized software development costs and non-capitalizable research and development expense; this is primarily due to the aforementionedincreases in post general release software hotfixes and reductions in force, and less cost for product support as compared to the prior comparable periods.

staffing, respectively.

18


Operating Profit (Loss)
The Company incurred an operating profit of $20,000 in the second quarter of fiscal 2011, compared to an operating loss of $28,000 in the second quarter of fiscal 2010. The Company had a changeover in management during the first quarter of fiscal 2011 and the subsequent across-the-board analysis of staffing levels, processes, and costs, resulted in significant reductions of operating expenses. These reductions were coupled with decreases in capitalized software amortization expense; which resulted in quarterly and year-to-date decreases in operating expenses of $579,000 or 12%, and $930,000 or 10%, respectively.
Other Income (Expense)

Quarterly and year-to-date interest expense infor the second quarter of fiscal 2011period ending July 31, 2012 was $391,000 and $599,000, respectively, compared to $22,000 and $42,000 respectively, compared to $34,000 and $56,000 in the prior year comparable prior periods. Interest expense fromconsists of interest and commitment fees on the working capital facility was $17,000line of credit, interest and success fees on the term loan entered into in conjunction with the second quarterInterpoint acquisition, interest on the convertible note entered into in conjunction with the Interpoint acquisition, and amortization of fiscal 2011 compared with $22,000 in the comparable prior quarter, primarily due to a larger average balance outstanding in the prior comparable quarter.deferred financing costs. Interest expense from the capital lease decreased by $7,000 and $12,000, respectivelyincreased over the prior comparable three and six month periods;periods primarily duebecause of the term loan and convertible note interest of $154,000 and $337,000, respectively. Interest expense for success fees associated with the term loan was approximately $215,000 for the six months ended July 31, 2012. Interest expense also includes the impact of the amortization of deferred financing costs of $20,000 and $40,000 for the three and six month periods ended July 31, 2012, as compared to a lower principal balance.

zero for the prior comparable period. Other income and expense consists of foreign currency exchange gains and advertising sponsorships.

Provision for Income Taxes

The quarterly and year-to-date tax provision in fiscal 20112012 and 20102011 is comprised of primarily state and local provisions.

Net Loss
The Company incurred quarterly and year-to-date net losses of $7,000 and $288,000 respectively in fiscal 2011; as compared to quarterly and year-to-date net losses of $76,000 and $1,252,000 respectively in fiscal 2010.
Operational Metrics and

Use of Non-GAAP Financial Measures

Streamline Health’s primary metrics used

In order to assess the performanceprovide investors with greater insight, and allow for a more comprehensive understanding of the business include gross margin, cash flow from operations,information used by management and the board of directors in its financial and operational decision-making, we may supplement the Condensed Consolidated Financial Statements presented on a GAAP basis in this quarterly report on Form 10-Q with the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, (A non-GAAP measure meaning, “Earnings before Interest, Tax, Depreciation, Amortization, and Stock-based compensation expense”; for explanation and reconciliation of all non-GAAP financial measures, see “Use of Non-GAAP Financial Measures”), non-GAAP Adjusted EBITDA less capitalized software development costs, andMargin.

These non-GAAP Adjusted EBITDA margin. Management uses these measures as i) one of the primary methods for planning and forecasting overall expectations and for evaluating, on at least a quarterly and annual basis, actual results against such expectations; and, ii) as a performance evaluation metric in determining achievement of certain executive and employee incentive compensation programs.

19


Additionally, the Company’s lenders use Adjusted EBITDA, to assess operating performance. The Company’s working capital credit agreement requires compliance with financial covenants certain of which are based on an Adjusted EBITDA measurement that is the same as the Adjusted EBITDA measurement reviewed by Company management. The current metrics are outlined in the table below:
                 
  Six Months Ended,       
  July 31,  July 31,       
  2011  2010  Change  % Change 
Gross margin $3,774,000  $3,012,000   762,000   25%
Gross margin %  46%  37%  9%    
Cash flow provided by (used in) operations $710,000  $(15,000)  725,000   4833%
Adjusted EBITDA $1,549,000  $766,000   783,000   102%
Adjusted EBITDA, less capitalized software development costs $158,000  $(508,000)  666,000   131%
Adjusted EBITDA margin  19%  9%  10%    
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Companyour results as reported under GAAP. The Company compensatesWe compensate for such limitations by relying primarily on our GAAP results and using non-GAAP financial measures only as supplemental data. AWe also provide a reconciliation of non-GAAP to GAAP measures used is provided below, and investorsused. Investors are encouraged to carefully review this reconciliation. In addition, because these non-GAAP measures are not measures of financial performance under GAAP and are susceptible to varying calculations, these measures, as defined by the Company,us, may differ from and may not be comparable to similarly titled measures used by other companies. The following is a summary of non-GAAP measurements used by the Company:

EBITDA, Adjusted EBITDA, Adjusted EBITDA Less Capitalized Software Development Costs, Adjusted EBITDA Margin, and Adjusted EBITDA per diluted share

The Company defines:

We define: (i) EBITDA, as net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization; (ii) Adjusted EBITDA, as net income (loss) before net interest expense, income tax expense (benefit), depreciation, amortization, non-recurring transaction expenses, and stock-based compensation expense; (iii) Adjusted EBITDA Less Capitalized Software Development Costs, includes the effect of cash spent on research and development that was capitalized; (iv) Adjusted EBITDA Margin, as Adjusted EBITDA as a percentage of net revenue; and (v)(iv) Adjusted EBITDA per diluted share as adjustedAdjusted EBITDA divided by

adjusted diluted shares outstanding. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA per diluted share are used to facilitate a comparison of our operating performance on a consistent basis from period to period and provide for a more complete understanding of factors and trends affecting our business than GAAP measures alone. These measures assist management and the Boardboard and may be useful to investors in comparing the Company’sour operating performance consistently over time as they remove the impact of our capital structure (primarily interest charges), asset base (primarily depreciation and amortization) and items outside the control of the management team (taxes). Adjusted EBITDA removes the impact of non-recurring transaction costs that are not expected to be recurring in the normal course of our business. Adjusted EBITDA removes the impact of share-based compensation expense, which is another non-cash item.item outside of management’s control. Adjusted EBITDA per diluted share will include incremental shares in the share count that would be considered anti-dilutive in a GAAP net loss position.

20

The board of directors and management also use these measures as (i) one of the primary methods for planning and forecasting overall expectations and for evaluating, on at least a quarterly and annual basis, actual results against such expectations; and, (ii) as a performance evaluation metric in determining achievement of certain executive and associate incentive compensation programs.


Our lenders use a variation of Adjusted EBITDA to assess our operating performance. Our credit agreements with our lender require delivery of compliance reports certifying compliance with financial covenants certain of which are based on an adjusted EBITDA measurement that is similar to the Adjusted EBITDA measurement reviewed by our management and board of directors.

EBITDA, Adjusted EBITDA and its variants used by managementAdjusted EBITDA Margin are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flow from continuing operating activities; thereforedespite the Company suggests that readersadvantages regarding the use and analysis of thethese measures as mentioned above. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBITDA per diluted share as disclosed in this quarterly reports refer to the Company’s Annual Reportreport on Form 10-K10-Q, have limitations as analytical tools, and you should not consider these measures in isolation, or as a substitute for the year ended January 31, 2011 in the section “Useanalysis of Non-GAAP Financial Measures”our results as reported under GAAP; nor are these measures intended to be measures of liquidity or free cash flow for complete detailour discretionary use. Some of the limitations of non-GAAPEBITDA, and its variations are:

EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the interest expense, or the cash requirements to service interest or principal payments under our credit agreement;

EBITDA does not reflect income tax payments we are required to make; and

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements.

Adjusted EBITDA has all the inherent limitations of EBITDA. To properly and prudently evaluate our business, we encourage readers to review the GAAP financial measures presentedstatements included elsewhere in this quarterly report.

report on Form 10-Q, and not rely on any single financial measure to evaluate our business. We also strongly urge readers to review the reconciliation of GAAP net earnings (loss) to Adjusted EBITDA, and GAAP earnings (loss) per diluted share to Adjusted EBITDA per diluted share in this section, along with the Condensed Consolidated Statement of Operations included elsewhere in this quarterly report on Form 10-Q.

The following table sets forth a reconciliation of EBITDA and its variants used byAdjusted EBITDA to net income, a comparable GAAP-based measure, as well as earnings (loss) per diluted share to Adjusted EBITDA per diluted share. All of the items included in the reconciliation from net earnings (loss) to EBITDA to Adjusted EBITDA and the related per share calculations are either (i) recurring non-cash items or items that management as describeddoes not consider in assessing our on-going operating performance. In the case of the non-cash items, management believes that investors may find it useful to assess the Company’s on-goingour comparative operating performance because the measures without such items are less susceptible to variances in actual performance resulting from depreciation, amortization and other non-cash charges and more reflective of other factors that affect operating performance. In the case of the other non-recurring items, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact does not reflect ongoing operating performance.

The following table reconciles net earnings (loss) to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EBITDA per diluted share for the three and six months ended July 31, 2012 and 2011 (amounts in thousands, except per share data):

                 
  Three Months Ended,  Six Months Ended, 
  July 31,  July 31,  July 31,  July 31, 
Adjusted EBITDA Reconciliation 2011  2010  2011  2010 
Net loss $(7) $(76) $(288) $(1,252)
Interest expense  22   34   42   56 
Income tax expense  5   5   7   10 
Depreciation and other amortization  193   233   391   455 
Amortization of capitalized software development costs  507   639   1,001   1,254 
             
EBITDA  720   835   1,153   523 
             
Stock-based compensation expense  199   155   396   243 
             
Adjusted EBITDA $919  $990  $1,549  $766 
             
Capitalized software development costs  606   578   1,391   1,274 
Adjusted EBITDA, less capitalized software development costs  313   412   158   (508)
             
Adjusted EBITDA Margin(1)
  22%  21%  19%  9%
             
                 
Adjusted EBITDA per diluted share
                
Earnings (loss) per share — diluted $(0.00) $(0.01) $(0.03) $(0.13)
Interest expense(2)
  0.00   0.00   0.00   0.00 
Tax expenses(2)
  0.00   0.00   0.00   0.00 
Depreciation and other amortization(2)
  0.02   0.02   0.04   0.05 
Amortization of capitalized software development costs(2)
  0.05   0.07   0.10   0.13 
Stock-based compensation expense(2)
  0.02   0.02   0.04   0.03 
             
Adjusted EBITDA per adjusted diluted share $0.09  $0.10  $0.15  $0.08 
             
                 
Diluted weighted average shares  9,817,370   9,506,904   9,847,348   9,460,911 
Includable incremental shares — adjusted EBITDA(3)
  12,715   19,336   17,951   19,336 
             
                 
Adjusted diluted shares $9,830,085  $9,526,240   9,865,299   9,480,247 
             

   Three Months Ended,  Six Months Ended, 
   July 31,
2012
  July 31,
2011
  July 31,
2012
   July 31,
2011
 

Adjusted EBITDA Reconciliation

      

Net earnings (loss)

  $(463 $(7 $28    $(288

Interest expense

   391    22    599     42  

Income tax expense

   24    5    33     7  

Depreciation

   183    193    363     391  

Amortization of capitalized software development costs

   580    507    1,223     1,001  

Amortization of intangible assets

   22    —      25     —    
  

 

 

  

 

 

  

 

 

   

 

 

 

EBITDA

   737    720    2,271     1,153  
  

 

 

  

 

 

  

 

 

   

 

 

 

Stock-based compensation expense

   221    199    400     396  

Transaction expenses

   524    —      550     —    
  

 

 

  

 

 

  

 

 

   

 

 

 

Adjusted EBITDA

  $1,482   $919   $3,221    $1,549  
  

 

 

  

 

 

  

 

 

   

 

 

 

Adjusted EBITDA per diluted share

      

Earnings (loss) per share - diluted

  $(0.04 $(0.00 $0.00    $(0.03
  

 

 

  

 

 

  

 

 

   

 

 

 

Adjusted EBITDA per adjusted diluted share

  $0.13   $0.09   $0.29    $0.16  
  

 

 

  

 

 

  

 

 

   

 

 

 

Diluted weighted average shares

   11,316,083    9,907,880    10,936,752     9,802,488  

Includable incremental shares – adjusted EBITDA(1)

   321,857    52,867    —       59,013  
  

 

 

  

 

 

  

 

 

   

 

 

 

Adjusted diluted shares

   11,637,940    9,960,747    10,936,752     9,861,501  
  

 

 

  

 

 

  

 

 

   

 

 

 

(1)Adjusted EBITDA as a percentage of GAAP revenues
(2)Per adjusted diluted shares
(3)The number of incremental shares that would be dilutive under profit assumption, only applicable under a GAAP net loss. If GAAP profit is earned in the current period, no additional incremental shares are assumed. If negative adjusted EBITDA is incurred, no additional incremental shares are assumed for adjusted diluted shares.

21


Liquidity and Capital Resources
Traditionally, Streamline Health has funded its operations, working capital needs, and capital expenditures primarily from a combination of cash generated by operations, bank loans, and revolving lines of credit. Streamline Health’s

Our liquidity is dependent upon numerous factors including: (i) the timing and amount of revenues and collection of contractual amounts from customers,clients, (ii) amounts invested in research and development, capital expenditures, and (iii) the level of operating expenses, all of which can vary significantly from quarter-to-quarter.

Streamline Health has no significant Our primary cash requirements include regular payment of payroll and other business expenses, interest payments on debt, and capital expenditures. Capital expenditures generally include computer hardware and computer software to support internal development efforts or infrastructure in the SaaS data center. Operations are funded by cash generated by operations and borrowings under credit facilities. We believe that the cash flows from operations and available credit facilities are adequate to fund our current obligations for capital resources, other than the $1,250,000 borrowed under its bank line of creditnext twelve months. Cash balances at July 31, 2011,2012 and January 31, 2012 were $4,072,000 and $2,243,000, respectively. Continued expansion may require us to take on additional debt, or raise capital through issuance of equities, or a combination of both. There can be no assurance that we will be able to raise the non-cancelable operating leases of approximately $1,441,000 payable over the next four years, and $132,000 for capital leases. Capital expenditures for property and equipment for fiscal 2011 are not expectedrequired to exceed $1,500,000.
fund further expansion.

Operating cash flow activities

   Six months ended July 31, 
(in thousands)  2012   2011 

Net income

  $28    $(288

Non-cash adjustments to income

   2,010     1,855  

Cash impact of changes in assets and liabilities

   1,130     (857
  

 

 

   

 

 

 

Operating cash flow

  $3,168    $710  
  

 

 

   

 

 

 

Net cash provided by operations for the six month period ended July 31, 2011 was $710,000, an increase of approximately $725,000 from the prior year comparable quarter. The increase was primarily due to a $541,000 decrease in net accounts receivable, the $673,000 decrease in deferred revenues which reflects the revenue recognition of prepaid maintenance contracts during fiscal 2011, net of any additional payments received in 2011; as well as a $790,000 decrease in accrued expenses, primarily payment on executive severance agreements, executive inducement incentives, fiscal 2010 annual bonus and commission payments; and was offset primarily by fiscal 2011 annual bonuses accrued, and severance agreements accrued during the first six months of fiscal 2011.

Net cash used in investingoperating activities for the six month period ended July 31, 2011 was $1,627,000, an increase of $54,000 from the prior comparable quarter. This increase was primarily due to the increase in capitalized software development costs, which is the result of certain projects reaching technological feasibility for which development cost began being capitalized relating to the development of the Company’s core solutions and the expanded work flow module development. Increases in capitalized software development costs were partially offset by reduced purchases of capital assets.
The net cash provided by financing activities for the six month period ended July 31, 2011 was $91,000, a decrease of $1,053,000 which is primarily the net change on the line of credit of $50,000 for the six months ended July 31, 2011 as compared2012 increased in the current year due to aan increase in profitability, and non-cash adjustments due to increased depreciation and amortization expense of property and equipment, amortization of capitalized software development costs, and intangibles amortization. This is in addition to the net change of $1,100,000in assets and liabilities which is attributable to decreases in accounts receivable and increases in accrued expenses including interest expense and accrued professional fees.

Our clients typically have been well-established hospitals or medical facilities or major health information system companies that resell our solutions, which have good credit histories and payments have been received within normal time frames for the six months ended July 31, 2010. This was coupledindustry. However, some healthcare organizations have experienced significant operating losses as a result of limits on third-party reimbursements from insurance companies and governmental entities. Agreements with clients often involve significant amounts and contract terms typically require clients to make progress payments. Adverse economic events, as well as uncertainty in the credit markets, may adversely affect the availability of financing for some of our clients.

Investing cash flow activities

   Six months ended July 31, 
(in thousands)  2012  2011 

Purchases of property and equipment

  $(449 $(236

Capitalized software development costs

   (970  (1,391
  

 

 

  

 

 

 

Investing cash flow

  $(1,419 $(1,627
  

 

 

  

 

 

 

The reduction of investing cash flows is primarily attributable to the reduction in capitalized software development costs. We estimate that replicating our existing software would cost significantly more than the stated net book value. Many of the programs related to capitalized software development continue to have significant value to our current solutions and those under development, as the concepts, ideas, and software code are readily transferable and are incorporated into new solutions.

Financing cash flow activities

    Six months ended July 31, 
(in thousands)  2012   2011 

Net change in borrowings

  $—      $50  

Proceeds from exercise of stock options, stock purchase plan, and subscriptions

   79     93  

Payments on capital lease obligation

   —       (52
  

 

 

   

 

 

 

Financing cash flow

  $79    $91  
  

 

 

   

 

 

 

The decrease in cash provided by financing activities was primarily the result of the reduction in use of proceeds received for exercise of stock options, and payments on the capital lease obligation.

At July 31, 2011, Streamline Health had cash on hand of $578,000, and total eligible borrowings on the line of credit of approximately $1,790,000, or $540,000 in excess availability under the line of credit. Streamline Health believes that its present cash position, combined with cash generation currently anticipated from operations, the availability of the revolving credit facility, and possible access to new funding sources will be sufficient to meet anticipated cash requirements for the next twelve months. However, expansion of the Company will require additional resources. The Company may need to incur debt, obtain an additional infusion ofas well as no remaining payments on capital or a combination of both, depending on the extent of the expansion of the Company and future revenues and expenses. However, there can be no assurance Streamline Health will be able to do so. The Company is evaluating financing options available to the Company.

leases.

22

Item 4. CONTROLS AND PROCEDURES


Notwithstanding the current levels of revenues and expenses, for the foreseeable future, Streamline Health will need to continually assess its revenue prospects compared to its then current expenditure levels. If it does not appear likely that revenues will increase, it may be necessary to reduce operating expenses or raise cash through additional borrowings, the sale of assets, or other equity financing. Certain of these actions will require current lender approval. However, there can be no assurance Streamline Health will be successful in any of these efforts. If it is necessary to significantly reduce operating expenses, this could have an adverse effect on future operating performance.
To date, inflation has not had a material impact on Streamline Health’s revenues or expenses.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of the Annual Report on Form 10-K for the fiscal year ended January 31, 2011. The Company’s exposures to market risk have not changed materially since January 31, 2011.
Item 4.CONTROLS AND PROCEDURES
Streamline Health maintains disclosure controls and procedures that are designed to ensure that there is reasonable assurance that the information required to be disclosed in Streamline Health’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Streamline Health’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Exchange Act Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this quarterly report on Form 10-Q, an evaluation was performed under the supervision and with the participation of Streamline Health’sour senior management, including theour Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of Streamline Health’sour disclosure controls and procedures to provide reasonable assurance of achieving the desired objectives of the disclosure controls and procedures. Based on that evaluation, Streamline Health’sour management, including theour Chief Executive Officer and Chief Financial Officer, concluded that there is reasonable assurance that Streamline Health’sour disclosure controls and procedures were effective as of the end of the period covered by this report.
quarterly report on Form 10-Q.

There were no material changes in the Company’sour internal controls over financial reporting during the three months ended July 31, 20112012 that have affected or are reasonably likely to materially affect the Company’sour internal controls over financial reporting.

23


Part II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS
Streamline Health is,

We are, from time to time, a party to various legal proceedings and claims, which arise, in the ordinary course of business. Streamline Health isWe are not aware of any legal matters that will have a material adverse effect on Streamline Health’sour consolidated results of operations or consolidated financial position.

position and cash flows.

Item 2.
Item 1A.RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In addition

Item 6.EXHIBITS

See Index to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A, Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended January 31, 2011. The risk factors in the Annual Report have not materially changed since January 31, 2011, but are not the only risks facing the Company. In addition, risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company, its financial condition and/or operating results.

Exhibits.

24

SIGNATURES


Item 3.DEFAULTS UPON SENIOR SECURITIES
The Company was not in default of its existing credit facility at July 31, 2011.
Item 6.EXHIBITS
(a)Exhibits
3.1(a)Certificate of Incorporation of Streamline Health Solutions, Inc. (*)
3.1(b)Certificate of Incorporation of Streamline Health Solutions, Inc., amendment No. 1 (*)
3.2Bylaws of Streamline Health Solutions, Inc. (*)
11.1Computation of earnings (loss) per common share**
31.1Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and Rule 15d — 14(a) of the Securities Exchange Act, as Amended**
31.2Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and Rule 15d — 14(a) of the Securities Exchange Act, as Amended**
32.1Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002**
32.2Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002**
(*)Incorporated herein by reference from, the Registrant’s SEC filings. (See INDEX TO EXHIBITS)
(**)Included herein.

25


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

STREAMLINE HEALTH

SOLUTIONS, INC.

DATE: September 14, 2012By:

/s/ Robert E. Watson

Robert E. Watson

Chief Executive Officer

DATE: September 14, 2012By:

/s/ Stephen H. Murdock

Stephen H. Murdock

Chief Financial Officer

INDEX TO EXHIBITS

Exhibit

No.

Description of Exhibit

    
STREAMLINE HEALTH SOLUTIONS, INC.
DATE: September 13, 2011 By:  /s/ Robert E. Watson  
  Robert E. Watson 
Chief Executive Officer 
DATE: September 13, 2011 By:  /s/ Stephen H. Murdock  
Stephen H. Murdock 
Chief Financial Officer 

26


INDEX TO EXHIBITS
Exhibit No.Description of Exhibit
3.1(a)Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a/ LanVision Systems, Inc. (Previously filed with the Commission and incorporated herein by reference from, the Registrant’s (LanVision System, Inc.) Registration Statement on Form S-1, File Number 333-01494, as filed with the Commission on April 15, 1996.)*
3.1(b)Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc., amendment No. 1. (Previously filed with the Commission and incorporated herein by reference from the Registrant’s Form 10-Q, as filed with the Commission on September 8, 2006.)*
3.2Bylaws of Streamline Health Solutions, Inc. as amended and restated on July 22, 2010, and previously filed with the Commission and incorporated herein by reference from the Registrant’s Form 10-Q, as filed with the Commission on September 9, 2010.*
11.1Statement Regarding Computation of Per Share Earnings**
31.1  Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  **
  
31.2  Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  **
  
32.1  Certification by Chief Executive Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  **
  
32.2  Certification by Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  **
*101.INS  Incorporated by reference herein as indicatedXBRL Instance Document*** 
*101.SCHXBRL Taxonomy Extension Schema Document*** 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*** 
101.LABXBRL Taxonomy Extension Label Linkbase Document*** 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*** 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*** 

**Included herein
***To be filed by amendment.

 

2728