Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2017 | Mar. 20, 2017 | Jul. 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | STREAMLINE HEALTH SOLUTIONS INC. | ||
Entity Central Index Key | 1,008,586 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 25,850,434 | ||
Entity Common Stock, Shares Outstanding | 19,674,122 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 5,654,093 | $ 9,882,136 |
Accounts receivable, net of allowance for doubtful accounts of $198,449 and $155,407, respectively | 4,489,789 | 4,199,315 |
Contract receivables | 466,423 | 119,697 |
Prepaid hardware and third party software for future delivery | 5,858 | 5,858 |
Prepaid client maintenance contracts | 595,633 | 956,913 |
Other prepaid assets | 732,496 | 941,532 |
Other current assets | 439 | 97,986 |
Total current assets | 11,944,731 | 16,203,437 |
Property and equipment: | ||
Computer equipment | 3,110,274 | 2,647,135 |
Computer software | 827,642 | 801,895 |
Office furniture, fixtures and equipment | 683,443 | 683,443 |
Leasehold improvements | 729,348 | 729,348 |
Property and equipment, gross | 5,350,707 | 4,861,821 |
Accumulated depreciation and amortization | (3,447,198) | (2,407,746) |
Property and equipment, net | 1,903,509 | 2,454,075 |
Contract receivables, less current portion | 0 | 8,711 |
Capitalized software development costs, net of accumulated amortization of $16,544,797 and $14,919,948, respectively | 4,584,245 | 6,123,638 |
Intangible assets, net | 6,996,599 | 8,155,325 |
Goodwill | 15,537,281 | 16,184,667 |
Other non-current assets | 672,133 | 746,018 |
Total non-current assets | 29,693,767 | 33,672,434 |
Total assets | 41,638,498 | 49,875,871 |
Current liabilities: | ||
Accounts payable | 1,116,525 | 1,136,779 |
Accrued compensation | 496,706 | 935,324 |
Accrued other expenses | 484,391 | 328,551 |
Current portion of term loan | 655,804 | 673,807 |
Deferred revenues | 9,916,454 | 10,447,280 |
Current portion of capital lease obligations | 91,337 | 592,642 |
Total current liabilities | 12,761,217 | 14,114,383 |
Non-current liabilities: | ||
Term loan, net of deferred financing cost of $199,211 and $270,147, respectively | 4,883,286 | 7,590,937 |
Warrants liability | 46,191 | 205,113 |
Royalty liability | 2,350,754 | 2,291,888 |
Lease incentive liability, less current portion | 339,676 | 369,406 |
Capital lease obligations | 0 | 93,257 |
Deferred revenues, less current portion | 568,515 | 1,212,709 |
Total non-current liabilities | 8,188,422 | 11,763,310 |
Total liabilities | 20,949,639 | 25,877,693 |
Series A 0% Convertible Redeemable Preferred Stock, $.01 par value per share, $8,849,985 redemption and liquidation value, 4,000,000 shares authorized, 2,949,995 issued and outstanding, net of unamortized preferred stock discount of $0 and $875,935, respectively | 8,849,985 | 7,974,050 |
Stockholders’ equity: | ||
Common stock, $.01 par value per share, 45,000,000 shares authorized; 19,695,391 and 18,783,540 shares issued and outstanding, respectively | 196,954 | 187,836 |
Additional paid in capital | 80,667,771 | 79,700,577 |
Accumulated deficit | (69,025,851) | (63,864,285) |
Total stockholders’ equity | 11,838,874 | 16,024,128 |
Total liability and stockholders' equity | $ 41,638,498 | $ 49,875,871 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Allowance for doubtful accounts | $ 198,449 | $ 155,407 |
Accumulated amortization of capitalized software development costs | 16,544,797 | 14,919,948 |
Deferred financing costs, accumulated amortization | $ 199,211 | $ 270,147 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 19,695,391 | 18,783,540 |
Common stock, shares outstanding | 19,695,391 | 18,783,540 |
Series A Preferred Stock | ||
Preferred stock dividend rate (as a percent) | 0.00% | 0.00% |
Convertible redeemable preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred stock, liquidation and redemption value | $ 8,849,985 | $ 8,849,985 |
Convertible redeemable preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Convertible redeemable preferred stock, shares issued | 2,949,995 | 2,949,995 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 2,949,995 | 2,949,995 |
Unamortized preferred stock discount | $ 0 | $ 875,935 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Revenues: | ||
Systems sales | $ 2,512,579 | $ 2,946,304 |
Professional services | 2,395,987 | 2,212,002 |
Audit services | 627,919 | 0 |
Maintenance and support | 14,809,935 | 15,145,480 |
Software as a service | 6,713,485 | 8,010,672 |
Total revenues | 27,059,905 | 28,314,458 |
Operating expenses: | ||
Cost of systems sales | 2,712,663 | 2,778,041 |
Cost of professional services | 2,724,078 | 3,143,881 |
Cost of audit services | 1,100,154 | 0 |
Cost of maintenance and support | 3,226,511 | 3,036,550 |
Cost of software as a service | 1,763,705 | 2,442,143 |
Selling, general and administrative | 13,088,074 | 13,442,799 |
Research and development | 7,453,638 | 9,093,353 |
Gain on sale of business | (238,103) | 0 |
Total operating expenses | 31,830,720 | 33,936,767 |
Operating loss | (4,770,815) | (5,622,309) |
Other income (expense): | ||
Interest expense | (508,859) | (884,226) |
Miscellaneous income | 106,084 | 2,224,423 |
Loss before income taxes | (5,173,590) | (4,282,112) |
Income tax benefit (expense) | 12,024 | (8,003) |
Net loss | (5,161,566) | (4,290,115) |
Less: deemed dividends on Series A Preferred Shares | (875,935) | (1,336,072) |
Net loss attributable to common shareholders | $ (6,037,501) | $ (5,626,187) |
Basic net loss per common share (in dollars per share) | $ (0.31) | $ (0.30) |
Number of shares used in basic per common share computation (in shares) | 19,528,341 | 18,689,854 |
Diluted net loss per common share (in dollars per share) | $ (0.31) | $ (0.30) |
Number of shares used in diluted per common share computation (in shares) | 19,528,341 | 18,689,854 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common stock | Additional paid in capital | Accumulated deficit |
Stockholders' equity, beginning balance (in shares) at Jan. 31, 2015 | 18,553,389 | |||
Stockholders' equity, beginning balance at Jan. 31, 2015 | $ 19,001,788 | $ 185,534 | $ 78,390,424 | $ (59,574,170) |
Statement of Changes in stockholders' equity | ||||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options (in shares) | 111,971 | |||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options | 262,038 | $ 1,120 | 260,918 | |
Restricted stock issued (in shares) | 118,180 | |||
Restricted stock issued | 0 | $ 1,182 | (1,182) | |
Share-based compensation expense | 2,386,489 | 2,386,489 | ||
Deemed dividends on Series A Preferred Stock | (1,336,072) | (1,336,072) | ||
Net loss | (4,290,115) | (4,290,115) | ||
Stockholders' equity, ending balance (in shares) at Jan. 31, 2016 | 18,783,540 | |||
Stockholders' equity, ending balance at Jan. 31, 2016 | 16,024,128 | $ 187,836 | 79,700,577 | (63,864,285) |
Statement of Changes in stockholders' equity | ||||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options (in shares) | 67,667 | |||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options | 76,582 | $ 676 | 75,906 | |
Restricted stock issued (in shares) | 858,225 | |||
Restricted stock issued | $ 8,582 | (8,582) | ||
Restricted stock forfeited (in shares) | (5,800) | |||
Restricted stock forfeited | $ (58) | 58 | ||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations (in shares) | (8,241) | |||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations | (11,702) | $ (82) | (11,620) | |
Share-based compensation expense | 1,787,367 | 1,787,367 | ||
Deemed dividends on Series A Preferred Stock | (875,935) | (875,935) | ||
Net loss | (5,161,566) | (5,161,566) | ||
Stockholders' equity, ending balance (in shares) at Jan. 31, 2017 | 19,695,391 | |||
Stockholders' equity, ending balance at Jan. 31, 2017 | $ 11,838,874 | $ 196,954 | $ 80,667,771 | $ (69,025,851) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Operating activities: | ||
Net loss | $ (5,161,566) | $ (4,290,115) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of effect of acquisitions: | ||
Depreciation | 1,099,957 | 1,245,400 |
Amortization of capitalized software development costs | 2,771,437 | 3,073,479 |
Amortization of intangible assets | 1,344,980 | 1,344,992 |
Amortization of other deferred costs | 324,496 | 206,881 |
Valuation adjustment for warrants liability | (158,922) | (1,629,267) |
Deferred tax benefit | 0 | (9,575) |
Other valuation adjustments | 94,009 | (39,299) |
Gain from early extinguishment of lease liability | 0 | (33,059) |
Gain on sale of business | (238,103) | 0 |
Loss on disposal of fixed assets | 567 | 92,448 |
Share-based compensation expense | 1,787,367 | 2,386,490 |
Provision for accounts receivable | 121,025 | 124,235 |
Changes in assets and liabilities, net of assets acquired: | ||
Accounts and contract receivables | (344,445) | 2,718,330 |
Other assets | 449,673 | 575,774 |
Accounts payable | (51,071) | (1,117,986) |
Accrued expenses | (690,094) | (174,133) |
Deferred revenues | (341,008) | 1,405,980 |
Net cash provided by operating activities | 1,008,302 | 5,880,575 |
Investing activities: | ||
Purchases of property and equipment | (506,040) | (518,254) |
Capitalization of software development costs | (1,978,946) | 0 |
Payment for acquisition | (1,400,000) | 0 |
Proceeds from sale of business | 2,000,000 | 0 |
Net cash used in investing activities | (1,884,986) | (518,254) |
Financing activities: | ||
Principal repayments on term loans | (2,796,590) | (1,465,109) |
Payments related to settlement of employee shared-based awards | (11,702) | 0 |
Principal payments on capital lease obligations | (569,189) | (815,826) |
Recovery of deferred financing costs | 0 | 2,111 |
Proceeds from exercise of stock options and stock purchase plan | 26,122 | 276,039 |
Net cash used in financing activities | (3,351,359) | (2,002,785) |
Increase (decrease) in cash and cash equivalents | (4,228,043) | 3,359,536 |
Cash and cash equivalents at beginning of year | 9,882,136 | 6,522,600 |
Cash and cash equivalents at end of year | 5,654,093 | 9,882,136 |
Supplemental cash flow disclosures: | ||
Interest paid | 441,951 | 917,212 |
Income taxes paid (received) | 5,290 | (35,861) |
Supplemental disclosure of non-cash financing activities: | ||
Deemed dividends on Series A Preferred Stock | $ 875,935 | $ 1,336,072 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Jan. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Streamline Health Solutions, Inc. and its subsidiary (“we”, “us”, “our”, “Streamline”, or the “Company”) operates in one segment as a provider of healthcare information technology solutions and associated services. The Company provides these capabilities through the licensing of its HIM, Coding & CDI, Financial Management and Patient Care solutions and other workflow software applications and the use of such applications by software as a service (“SaaS”). The Company also provides audit services to help clients optimize their internal clinical documentation and coding functions, as well as implementation and consulting services to complement its software solutions. The Company’s software and services enable hospitals and integrated healthcare delivery systems in the United States and Canada to capture, store, manage, route, retrieve and process vast amounts of patient clinical, financial and other healthcare provider information related to the patient revenue cycle. Fiscal Year All references to a fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Streamline Health Solutions, Inc. and its wholly-owned subsidiary, Streamline Health, Inc. All significant intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash demand deposits. Cash deposits are placed in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Cash deposits may exceed FDIC insured levels from time to time. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Receivables Accounts and contract receivables are comprised of amounts owed to the Company for licensed software, professional services, including maintenance services, and software as a service and are presented net of the allowance for doubtful accounts. The timing of revenue recognition may not coincide with the billing terms of the client contract, resulting in unbilled receivables or deferred revenues; therefore certain contract receivables represent revenues recognized prior to client billings. Individual contract terms with clients or resellers determine when receivables are due. For billings where the criteria for revenue recognition have not been met, deferred revenue is recorded until all revenue recognition criteria have been met. Allowance for Doubtful Accounts In determining the allowance for doubtful accounts, aged receivables are analyzed monthly by management. Each identified receivable is reviewed based upon the most recent information available, including client comments, if any, and the status of any open or unresolved issues with the client preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. During these monthly reviews, the Company determines the required allowances for doubtful accounts for estimated losses resulting from the unwillingness or inability of its clients or resellers to make required payments. The allowance for doubtful accounts was approximately $198,000 and $155,000 at January 31, 2017 and 2016 , respectively. The Company believes that its reserve is adequate, however results may differ in future periods. Bad debt expense for fiscal years 2016 and 2015 was as follows: 2016 2015 Bad debt expense $ 121,000 $ 124,000 Concessions Accrual In determining the concession accrual, the Company evaluates historical concessions granted relative to revenue. The concession accrual included in accrued other expenses on the Company's consolidated balance sheet was $52,000 and $54,000 as of January 31, 2017 and 2016 , respectively. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows: Computer equipment and software 3-4 years Office equipment 5 years Office furniture and fixtures 7 years Leasehold improvements Term of lease or estimated useful life, whichever is shorter Depreciation expense for property and equipment in fiscal 2016 and 2015 was $1,100,000 and $1,245,000 , respectively. Normal repair and maintenance is expensed as incurred. Replacements are capitalized and the property and equipment accounts are relieved of the items being replaced or disposed of, if no longer of value. The related cost and accumulated depreciation of the disposed assets are eliminated and any gain or loss on disposition is included in the results of operations in the year of disposal. Leases On December 13, 2013, the Company entered into an amended lease obligation to lease 24,335 square feet of office space in the same building as the office space in Atlanta, Georgia. The lease commenced upon taking possession of the space and ends 102 months thereafter. The Company took possession of the new space during the second quarter of fiscal 2014. Upon relocation, the Company completely vacated the previously leased premises within the same building. The provisions of the lease provided for rent abatement for the first eight months of the lease term. Upon taking possession of the premises, the rent abatement and the unamortized balance of deferred rent associated with the previously leased premises were aggregated with the total expected rental payments and are being amortized on a straight-line basis over the term of the new lease. During the third quarter of fiscal 2014, the Company relocated its New York office to 105 Madison Avenue, New York, New York. The lease commenced upon taking possession of the space and ends 63 months thereafter. The provisions of the lease for the new office space of 10,350 square feet provided for rent abatement for the first two months of the lease term. Upon taking possession of the premises, the rent abatement was aggregated with the total expected rental payments, and is being amortized on a straight-line basis over the term of the lease. The Company has capital leases to finance office equipment purchases. The balance of fixed assets acquired under these capital leases is $134,000 and $1,652,000 as of January 31, 2017 and 2016 , respectively, and the balance of accumulated depreciation is $104,000 and $1,166,000 for the respective periods. The significant decreases are attributable to the termination of a capital lease that resulted from the purchase of the leased equipment in the third quarter of fiscal 2016. The amortization expense of leased assets is included in depreciation expense. Debt Issuance Costs Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis, which is not materially different from the effective interest method, over the term of the related debt. Deferred financing costs are presented on the Company’s consolidated balance sheets as a direct deduction from the carrying amount of our term loan. Impairment of Long-Lived Assets The Company reviews the carrying value of long-lived assets whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances are present which may indicate impairment is probable, the Company will prepare a projection of the undiscounted cash flows of the specific asset or asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value. Capitalized Software Development Costs Software development costs associated with the planning and designing phase of software development, including coding and testing activities necessary to establish technological feasibility, are classified as research and development and are expensed as incurred. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. The Company capitalized such costs, including interest, of $1,979,000 and zero in fiscal 2016 and 2015 , respectively. The Company acquired $350,000 of internally-developed software in 2016 through the acquisition of Opportune IT, which is described in Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein. Amortization for the Company's legacy software systems is provided on a solution-by-solution basis over the estimated economic life of the software, typically five years, using the straight-line method. Amortization commences when a solution is available for general release to clients. Acquired internally-developed software from acquisitions is amortized using the straight-line method. Amortization expense on all internally-developed software was $2,771,000 and $3,073,000 in fiscal 2016 and 2015 , respectively, and was included in the consolidated statements of operations as follows: Fiscal Year Amortization expense on internally-developed software included in: 2016 2015 Cost of systems sales $ 2,495,000 $ 2,747,000 Cost of software as a service 271,000 326,000 Cost of audit services 5,000 — Total amortization expense on internally-developed software $ 2,771,000 $ 3,073,000 Research and development expense, net of capitalized amounts, was $7,454,000 and $9,093,000 in fiscal 2016 and 2015 , respectively. Fair Value of Financial Instruments The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value, and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. The table below provides information on our liabilities that are measured at fair value on a recurring basis: Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At January 31, 2017 Warrants liability (1) $ 46,000 $ — $ — $ 46,000 Royalty liability (2) 2,351,000 — — 2,351,000 At January 31, 2016 Warrants liability (1) $ 205,000 $ — $ — $ 205,000 Royalty liability (2) 2,292,000 — — 2,292,000 _______________ (1) The initial fair value of warrants liability was determined by management with the assistance of an independent third-party valuation specialist, and by management thereafter. See Note 4 - Derivative Liabilities and Note 14 - Private Placement Investment to our consolidated financial statements included in Part II, Item 8 herein for further details. Changes in fair value of the warrants are recognized within miscellaneous income in the consolidated statements of operations. (2) The initial fair value of royalty liability was determined by management with the assistance of an independent third-party valuation specialist, and by management thereafter. The fair value of the royalty liability is determined based on the probability-weighted revenue scenarios for the Looking Glass® Clinical Analytics solution licensed from Montefiore Medical Center (discussed in Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein). Fair value adjustments are included within miscellaneous income in the consolidated statements of operations. Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by SaaS delivery model, through our direct sales force or through third-party resellers. Licensed, locally-installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help clients review their internal coding audit processes. Additional revenues are also derived from reselling third-party software and hardware components. We recognize revenue in accordance with Accounting Standards Codification (ASC) 985-605, Software-Revenue Recognition, ASC 605-25, Revenue Recognition — Multiple-Element Arrangements, and ASC 605-10-S99. We commence revenue recognition when all of the following criteria have been met: • Persuasive evidence of an arrangement exists, • Delivery has occurred or services have been rendered, • The arrangement fees are fixed or determinable, and • Collectibility is reasonably assured. If we determine that any of the above criteria have not been met, we will defer recognition of the revenue until all the criteria have been met. Maintenance and support and SaaS agreements 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, non-standard performance criteria or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria, as applicable. Multiple Element Arrangements We follow the accounting revenue guidance under Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force . Terms used in evaluation are as follows: • VSOE (vendor-specific objective evidence) — the price at which an element is sold as a separate stand-alone transaction • TPE (third-party evidence) — the price of an element, charged by another company that is largely interchangeable in any particular transaction • ESP (estimated selling price) — 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 right-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. An item has stand-alone value to a client when it can be sold separately by any vendor or the client could resell the item on a stand-alone basis. Additionally, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items must be considered probable and substantially in the control of the vendor. We have a defined 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 use 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 for a software-as-a-service arrangement as 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. Systems Sales We use the residual method to determine fair value for proprietary perpetual software licenses sold in a multi-element arrangement. Under the residual method, we allocate the total value of the arrangement first to the undelivered elements based on their VSOE and allocate the remainder to the proprietary perpetual software license fees. 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, bug 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 our rates are comparable to rates charged by our competitors, which are based on the knowledge of the marketplace by senior management. Generally, maintenance and support is calculated as a percentage of the list price of the proprietary license being purchased by a client. Clients have the option of purchasing additional annual maintenance service renewals each year for which rates are not materially different from the initial rate but typically include a nominal rate increase based on the consumer price index. Annual maintenance and support agreements entitle clients to technology support, version upgrades, bug fixes and service packs. Term Licenses We cannot establish VSOE fair value of the undelivered element in term license arrangements. However, as the only undelivered element is post-contract customer support, the entire fee is recognized ratably over the contract term. Typically, revenue recognition commences once the client goes live on the system. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution. The software portion of our Looking Glass® Coding & CDI products generally does not require material modification to achieve its contracted function. Software-Based Solution Professional Services Professional services components that are not essential to the functionality of the software, from time to time, are sold separately by us. Similar services are sold by other vendors, and clients can elect to perform similar services in-house. When professional services revenues are a separate unit of accounting, revenues are recognized as the services are performed. Professional services related to coding compliance, recovery audit contractor consulting and ICD-10 readiness are considered a single unit of accounting where we recognize revenue using proportional performance over the service period when all applicable revenue recognition criteria have been met. Professional services components related to SaaS and term licenses that are essential to the functionality of the software and are not considered a separate unit of accounting are recognized in revenue ratably over the life of the client, which approximates the duration of the initial contract term. We defer the associated direct costs for salaries and benefits expense for professional services contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of January 31, 2017 and 2016 , we had deferred costs of $ 500,000 and $571,000 , respectively, net of accumulated amortization of $370,000 and $265,000 , respectively. Amortization expense of these costs was $254,000 and $136,000 in fiscal 2016 and 2015 , respectively. Professional service components that are essential to the functionality of perpetually licensed software and are not considered a separate unit of accounting are recognized using the percentage-of-completion method over the professional service period. If services are sold with perpetually licensed software, 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 an hourly or 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. Audit Services Professional services relating to audit services are provided separately from software solutions, even those that may relate to coding and coding audit processes. These services are not essential to any software offering and are a separate unit of accounting. Accordingly, the revenues are recognized as the services are performed. Concentrations Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of accounts receivable. The Company’s accounts receivable are concentrated in the healthcare industry. However, the Company’s clients typically are well-established hospitals, medical facilities or major health information systems companies that resell the Company’s solutions that have good credit histories. Payments from clients have been received within normal time frames for the industry. However, some hospitals and medical facilities have experienced significant operating losses as a result of limits on third-party reimbursements from insurance companies and governmental entities and extended payment of receivables from these entities is not uncommon. To date, the Company has relied on a limited number of clients and remarketing partners for a substantial portion of its total revenues. The Company expects that a significant portion of its future revenues will continue to be generated by a limited number of clients and its remarketing partners. The Company currently buys all of its hardware and some major software components of its healthcare information systems from third-party vendors. Although there are a limited number of vendors capable of supplying these components, management believes that other suppliers could provide similar components on comparable terms. Business Combinations The assets acquired, liabilities assumed and contingent consideration are recorded at their fair value on the acquisition date with subsequent changes recognized in earnings. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in operating expenses in the period in which the adjustments were determined. The Company records acquisition and transaction related expenses in the period in which they are incurred. Acquisition and transaction related expenses primarily consist of legal, banking, accounting and other advisory fees of third parties related to potential acquisitions. Goodwill and Intangible Assets Goodwill and other intangible assets were recognized in conjunction with the Interpoint, Meta, CLG and Opportune IT acquisitions, as well as the Unibased acquisition (prior to divestiture of such assets). Identifiable intangible assets include purchased intangible assets with finite lives, which primarily consist of internally-developed software, client relationships, supplier agreements, non-compete agreements, customer contracts and license agreements. Finite-lived purchased intangible assets are amortized over their expected period of benefit, which generally ranges from one to 15 years, using the straight-line and undiscounted expected future cash flows methods. See Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein for information on the sale of our Looking Glass® Patient Engagement suite of solutions in fiscal 2016 , which the Company acquired in connection with its acquisition of Unibased in February 2014. The Company assesses the useful lives and possible impairment of existing recognized goodwill and intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include: • significant under performance relative to historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • identification of other impaired assets within a reporting unit; • disposition of a significant portion of an operating segment; • significant negative industry or economic trends; • significant decline in the Company's stock price for a sustained period; and • a decline in the market capitalization relative to the net book value. Determining whether a triggering event has occurred involves significant judgment by the Company. The Company assesses goodwill annually (as of November 1), or more frequently when events and circumstances, such as the ones mentioned above, occur indicating that the recorded goodwill may be impaired. The Company did not note any of the above qualitative factors, which would be considered a triggering event for impairment. In assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of a reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit's fair value or carrying amount involve significant judgments by management. These judgments include the consideration of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events which are specific to the Company and trends in the market price of the Company's common stock. Each factor is assessed to determine whether it impacts the impairment test positively or negatively, and the magnitude of any such impact. The two-step goodwill impairment test requires the Company to identify its reporting units and to determine estimates of the fair values of those reporting units as of the impairment testing date. Reporting units are determined based on the organizational structure the entity has in place at the date of the impairment test. A reporting unit is an operating segment or component business unit with the following characteristics: (a) it has discrete financial information, (b) segment management regularly reviews its operating results (generally an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts or plans for the segment), and (c) its economic characteristics are dissimilar from other units (this contemplates the nature of the products and services, the nature of the production process, the type or class of customer for the products and services and the methods used to distribute the products and services). The Company determined that it has one operating segment and one reporting unit. To conduct a quantitative two-step goodwill impairment test, the fair value of the reporting unit is first compared to its carrying value. If the reporting unit's carrying value exceeds its fair value, the Company performs the second step and records an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. The Company estimates the fair value of its reporting unit using a blend of market and income approaches. The market approach consists of two separate methods, including reference to the Company's market capitalization, as well as the guideline publicly traded company method. The market capitalization valuation method is based on an analysis of the Company's stock price on and around the testing date, plus a control premium. The guideline publicly traded company method was made by reference to a list of publicly traded software companies providing services to healthcare organizations, as determined by management. The market value of common equity for each comparable company was derived by multiplying the price per share on the testing date by the total common shares outstanding, plus a control premium. Selected valuation multiples are then determined and applied to appropriate financial statistics based on the Company's historical and forecasted results. The Company estimates the fair value of its reporting unit using the income approach, via discounted cash flow valuation models which include, but are not limited to, assumptions such as a “risk-free” rate of return on an investment, the weighted average cost of capital of a market participant and future revenue, operating margin, working capital and capital expenditure trends. Determining the fair value of reporting unit and goodwill includes significant judgment by management, and different judgments could yield different results. The Company performed its annual assessment of goodwill during the fourth quarter of fiscal 2016 , using the two-step approach described above. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. Based on the analysis performed for step one, the fair value of the reporting unit exceeded the carrying amount of the reporting unit, including goodwill, and, therefore, an impairment loss was not recognized. As the Company passed step one of the analysis, step two was not required. Severances From time to time, we will enter into termination agreements with associates that may include supplemental cash payments, as well as contributions to health and other benefits for a specific time period subsequent to termination. In fiscal 2016 and 2015 , we incurred $360,000 and $43,000 in severance expenses, respectively. At January 31, 2017 and 2016 , we had accrued for $9,000 and $26,000 in severances, respectively. Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite vesting period. The Company incurred total annual compensation expense related to stock-based awards of $1,787,000 and $2,386,000 in fiscal 2016 and 2015 , respectively. The fair value of the stock options granted in fiscal 2016 and 2015 was estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor, expected term and forfeiture rates). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market close price per share on the day of grant. Th |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Acquisition of Interpoint Partners, LLC On December 7, 2011, the Company completed the acquisition of substantially all of the assets of Interpoint Partners, LLC (“Interpoint”) for a total initial purchase price of $5,124,000 , consisting of cash of $2,124,000 and issuance of a convertible subordinated note for $3,000,000 . The note was converted into 1,529,729 shares of common stock on June 15, 2012 at a price of $2.00 per share. All consideration was paid prior to fiscal year 2015. Acquisition of Meta Health Technology, Inc. On August 16, 2012, the Company acquired substantially all of the outstanding stock of Meta Health Technology, Inc., a New York corporation (“Meta”) for a total purchase price of approximately $14,790,000 , consisting of cash payment of $13,288,000 and the issuance of 393,086 shares of our common stock at an agreed upon price of $4.07 per share. As of October 31, 2012 the Company had acquired 100% of Meta’s outstanding shares, and the Company merged Meta with and into the Company on January 30, 2014. All consideration was paid prior to fiscal year 2015. Acquisition of a Montefiore Medical Center Solution On October 25, 2013, we entered into a Software License and Royalty Agreement (the “Royalty Agreement”) with Montefiore Medical Center (“Montefiore”) pursuant to which it entered into an agreement for an exclusive, worldwide 15 -year license of Montefiore’s proprietary clinical analytics platform solution, Clinical Looking Glass® (“CLG”), now known as our Looking Glass® Clinical Analytics solution. In addition, Montefiore assigned to us the existing license agreement with a customer using CLG. As consideration under the Royalty Agreement, Streamline paid Montefiore a one-time initial base royalty fee of $3,000,000 , and we are obligated to pay on-going quarterly royalty amounts related to future sublicensing of CLG by Streamline. Additionally, Streamline has committed that Montefiore will receive at least an additional $3,000,000 of on-going royalty payments within the first six and one-half years of the license term. As of January 31, 2017 and 2016 , the present value of this royalty liability was $2,351,000 and $2,292,000 , respectively. Acquisition of Unibased Systems Architecture, Inc. and Related Divestiture On February 3, 2014, we completed the acquisition of Unibased Systems Architecture, Inc. (“Unibased”), a provider of patient access solutions, including enterprise scheduling and surgery management software, for healthcare organizations throughout the United States, pursuant to an Agreement and Plan of Merger dated January 16, 2014 (the “Merger Agreement”). The total purchase price for Unibased was $6,500,000 , subject to net working capital and other customary adjustments. A portion of the total purchase price was withheld in escrow as described in the Merger Agreement for certain transaction fees and indemnification of claimed damages. In April 2015, the Company received $750,000 from the cash withheld in escrow, which is included in miscellaneous income for the twelve months ended January 31, 2016 . On December 1, 2016, we received a cash payment of $2,000,000 for the sale of our Looking Glass® Patient Engagement suite of solutions, which is based upon the legacy ForSite2020 solution acquired from Unibased in February 2014. As a result, we recognized a gain on sale of business of $238,000 in fiscal 2016 , which represents the amount by which the sale proceeds exceeded net assets associated with Patient Engagement operations, including accounts receivable, intangible assets and deferred revenue. We used $500,000 of the proceeds to make a prepayment on our term loan with Wells Fargo in the fourth quarter of fiscal 2016 . In addition, in the event that the Company does not close another acquisition within six months of the aforementioned sale, the Company will make an additional prepayment of $500,000 at the end of that six-month period. Acquisition of Opportune IT Healthcare Solutions, Inc. On September 8, 2016, we completed the acquisition of substantially all of the assets of Opportune IT Healthcare Solutions, Inc. (“Opportune IT”), a provider of coding compliance, recovery audit contractor consulting and ICD-10 readiness and training services to hospitals, physicians and medical groups. As consideration under the asset purchase agreement, we made a cash payment for the total purchase price of $ 1,400,000 . The Company also assumed certain current operating liabilities of Opportune IT. The purchase price has been provisionally allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows, pending final valuation of internally-developed software and intangible assets: Balance at September 8, 2016 Assets purchased: Accounts and contracts receivable $ 792,000 Other assets 32,000 Internally-developed software 350,000 Intangible assets 650,000 Total assets purchased 1,824,000 Liabilities assumed: Accounts payable and accrued liabilities 424,000 Net assets acquired $ 1,400,000 Cash paid $ 1,400,000 The operating results of Opportune IT are not material for purposes of proforma disclosure. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jan. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | DERIVATIVE LIABILITIES As discussed further in Note 14 - Private Placement Investment, in conjunction with the 2012 private placement investment, the Company issued common stock warrants exercisable for up to 1,200,000 shares of common stock at an exercise price of $3.99 per share. The warrants were initially classified in stockholders' equity as additional paid-in capital at the allocated amount, net of allocated transaction costs of $1,425,000 . Effective October 31, 2012, upon stockholder approval of anti-dilution provisions that reset the warrants’ exercise price if a dilutive issuance occurs, the warrants were reclassified as non-current derivative liabilities. The fair value of the warrants was $4,139,000 at October 31, 2012, with the difference between the fair value and carrying value recorded to additional paid-in capital. Effective as of the reclassification as derivative liabilities, the warrants are re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a credit or charge to miscellaneous income (expense). The fair value of the warrants at January 31, 2017 and 2016 was $46,000 and $205,000 , respectively. The change in fiscal 2016 and 2015 reflects $159,000 and $1,629,000 , respectively, of miscellaneous income recognized in the consolidated statements of operations as a result of decreases in the fair value of the warrants. The estimated fair value of the warrant liabilities as of January 31, 2017 was computed using the Black-Scholes option pricing model based on the following assumptions: annual volatility of 62.6% , risk-free rate of 0.5% , dividend yield of 0.0% and expected life of one year. The estimated fair value of the warrant liabilities as of January 31, 2016 was computed using the Black-Scholes option pricing model based on the following assumptions: annual volatility of 60.1% , risk-free rate of 0.6% , dividend yield of 0.0% and expected life of two years. |
Operating Leases
Operating Leases | 12 Months Ended |
Jan. 31, 2017 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company rents office and data center space and equipment under non-cancelable operating leases that expire at various times through fiscal year 2022 . Future minimum lease payments under non-cancelable operating leases for the next five fiscal years and thereafter are as follows: Facilities Equipment Fiscal Year Totals 2017 $ 1,007,000 $ 11,000 $ 1,018,000 2018 1,039,000 11,000 1,050,000 2019 967,000 11,000 978,000 2020 504,000 11,000 515,000 2021 519,000 2,000 521,000 Thereafter 445,000 — 445,000 Total $ 4,481,000 $ 46,000 $ 4,527,000 Rent and leasing expense for facilities and equipment was $1,271,000 and $1,274,000 for fiscal years 2016 and 2015 , respectively. |
Debt
Debt | 12 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Loan and Line of Credit On November 21, 2014, we entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and other lender parties thereto. Pursuant to the Credit Agreement, the lenders agreed to provide a $10,000,000 senior term loan and a $5,000,000 revolving line of credit to our primary operating subsidiary. Amounts outstanding under the Credit Agreement bear interest at either LIBOR or the base rate, as elected by the Company, plus an applicable margin. Subject to the Company’s leverage ratio, the applicable LIBOR rate margin varies from 4.25% to 5.25% , and the applicable base rate margin varies from 3.25% to 4.25% . Pursuant to the terms of the amendment to the Credit Agreement entered into as of April 15, 2015, going forward the applicable LIBOR rate margin varies from 4.25% to 6.25% , and the applicable base rate margin varies from 3.25% to 5.25% . The term loan and line of credit mature on November 21, 2019 and provide support for working capital, capital expenditures and other general corporate purposes, including permitted acquisitions. The outstanding senior term loan is secured by substantially all of our assets. The senior term loan principal balance is payable in quarterly installments, which started in March 2015 and will continue through the maturity date, with the full remaining unpaid principal balance due at maturity. In November 2014, the Company repaid indebtedness under its prior credit facility using approximately $7,400,000 of the proceeds provided by the term loan. The prior credit facility with Fifth Third Bank was terminated concurrent with the entry of the Credit Agreement. Financing costs of $355,000 associated with the new credit facility are being amortized over its term on a straight-line basis, which is not materially different from the effective interest method. The Credit Agreement includes customary financial covenants, including the requirements that the Company maintain minimum liquidity and achieve certain minimum EBITDA levels (as defined in the Credit Agreement). In addition, the Credit Agreement prohibits the Company from paying dividends on the common and preferred stock. Pursuant to the terms of the second amendment to the Credit Agreement entered into as of April 29, 2016, the Company is required to maintain minimum liquidity of at least $6,500,000 from April 29, 2016 through and including the maturity date of the credit facility. For the four-quarter period ending January 31, 2017 , the required minimum EBITDA level was zero . For the four-quarter period ending April 30, 2017, and fiscal quarters thereafter, the minimum EBITDA will be determined within 30 days following delivery of, and based upon, the projections then most recently delivered by the Company. As of January 31, 2017 , the Company had no outstanding borrowings under the revolving line of credit, and had accrued $11,000 in unused balance commitment fees. Based upon the borrowing base formula set forth in the Credit Agreement, as of January 31, 2017 , the Company had access to the full amount of the $5,000,000 revolving line of credit. Outstanding principal balances on debt consisted of the following at: January 31, 2017 January 31, 2016 Senior term loan $ 5,539,000 $ 8,265,000 Capital lease 91,000 686,000 Total 5,630,000 8,951,000 Less: Current portion (747,000 ) (1,266,000 ) Non-current portion of long-term debt $ 4,883,000 $ 7,685,000 In May 2015, we used the proceeds received from the Unibased escrow fund to make a $750,000 payment of principal towards the senior term loan with Wells Fargo. In August 2015, we used the proceeds received in connection with the execution of a settlement agreement with FTI Consulting, Inc. (“FTI”) to make a $250,000 payment of principal towards the senior term loan with Wells Fargo. In May 2016, as a result of excess cash flows achieved as of January 31, 2016 and as required pursuant to the mandatory prepayment provisions of the Credit Agreement, we made a $1,738,000 payment of principal towards the senior term loan with Wells Fargo. In December 2016, we used $500,000 of the proceeds from the sale of our Looking Glass® Patient Engagement suite of solutions to make a prepayment on our term loan with Wells Fargo. As a result of these prepayments, the schedule of future principal payments was revised to reduce each future principal payment on a pro rata basis. In the event that the Company does not close another acquisition within six months of the aforementioned sale of our Looking Glass® Patient Engagement suite of solutions, the Company will make an additional prepayment of $500,000 at the end of that six-month period. Future repayments of long-term debt by fiscal year consisted of the following at January 31, 2017 : Senior Term Loan (1) Capital Lease (2) Total 2017 656,000 91,000 747,000 2018 656,000 — 656,000 2019 4,427,000 — 4,427,000 Total repayments $ 5,739,000 $ 91,000 $ 5,830,000 _______________ (1) Term loan balance on the consolidated balance sheet is reported net of deferred financing costs of $199,000 . (2) Future minimum lease payments include principal plus interest. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The goodwill activity is summarized as follows: Goodwill Balance at January 31, 2016 and January 31, 2015 $ 16,185,000 Adjustments to goodwill related to sale of business during fiscal 2016 (648,000 ) Balance at January 31, 2017 $ 15,537,000 Intangible assets, net, consist of the following: January 31, 2017 Estimated Useful Life Gross Assets Accumulated Amortization Net Assets Finite-lived assets: Client relationships 5-15 years $ 5,805,000 $ 2,692,000 $ 3,113,000 Covenants not to compete 0.5-15 years 986,000 744,000 242,000 Supplier agreements 5 years 1,582,000 1,411,000 171,000 License agreement 15 years 4,431,000 960,000 3,471,000 Total $ 12,804,000 $ 5,807,000 $ 6,997,000 January 31, 2016 Estimated Useful Life Gross Assets Accumulated Amortization Net Assets Finite-lived assets: Trade name 1 year $ 26,000 $ 26,000 $ — Client relationships 10-15 years 5,932,000 2,220,000 3,712,000 Covenants not to compete 0.5-15 years 856,000 667,000 189,000 Supplier agreements 5 years 1,582,000 1,094,000 488,000 License agreement 15 years 4,431,000 665,000 3,766,000 Total $ 12,827,000 $ 4,672,000 $ 8,155,000 Amortization over the next five fiscal years for intangible assets is estimated as follows: Annual Amortization Expense 2017 $ 1,161,000 2018 937,000 2019 885,000 2020 823,000 2021 786,000 Thereafter 2,405,000 Total $ 6,997,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income taxes consist of the following: Fiscal Year 2016 2015 Current tax (expense) benefit: Federal $ 15,000 $ — State (2,976 ) (17,578 ) Total current provision 12,024 (17,578 ) Deferred tax benefit: Federal — 8,838 State — 737 Total Deferred tax benefit — 9,575 Current and deferred tax (expense) benefit $ 12,024 $ (8,003 ) The income tax (expense) benefit for income taxes differs from the amount computed using the federal statutory income tax rate as follows: Fiscal Year 2016 2015 Federal tax benefit at statutory rate $ 1,771,675 $ 1,455,816 State and local taxes, net of federal benefit (expense) 84,402 (267,997 ) Change in valuation allowance (2,134,096 ) (1,629,786 ) Permanent items: Incentive stock options (361,245 ) (513,708 ) Escrow refund — 255,000 Change in fair value of warrants liability 54,033 553,951 Goodwill basis difference recognized upon asset sale (220,112 ) — Section 162(m) disallowance (22,647 ) — Other (23,272 ) (28,914 ) Reserve for uncertain tax position (262,525 ) — R&D Credit (Federal) 1,045,453 — R&D Credit (State) 267,172 — Other (186,814 ) 167,635 Income tax (expense) benefit $ 12,024 $ (8,003 ) The Company provides deferred income taxes for temporary differences between assets and liabilities recognized for financial reporting and income tax purposes. The income tax effects of these temporary differences and credits are as follows: January 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 72,886 $ 58,379 Deferred revenue 282,112 244,163 Accruals 120,165 203,291 Net operating loss carryforwards 15,141,861 15,179,685 Stock compensation expense 501,120 592,654 Property and equipment 132,934 78,295 AMT credit 102,144 102,144 R&D credit 1,050,100 — Other 106,833 17,794 Total deferred tax assets 17,510,155 16,476,405 Valuation allowance (16,318,124 ) (14,184,030 ) Net deferred tax assets 1,192,031 2,292,375 Deferred tax liabilities: Definite-lived intangible assets (1,192,031 ) (2,292,375 ) Total deferred tax liabilities (1,192,031 ) (2,292,375 ) Net deferred tax liabilities $ — $ — At January 31, 2017 , the Company had U.S. federal net operating loss carry forwards of $ 44,293,000 , which expire at various dates through fiscal 2036. The Company also has an Alternative Minimum Tax net operating loss carry forward of $ 39,909,000 , which has an unlimited carryforward period. The Company also had state net operating loss carry forwards of $ 14,889,000 , which expire on or before fiscal 2036. Federal and state R&D credit carry forwards will expire through fiscal 2036 and 2026, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company established a valuation allowance of $16,318,000 and $14,184,000 at January 31, 2017 and 2016 , respectively. The increase in the valuation allowance of $2,134,000 was driven primarily by losses incurred during the year ended January 31, 2017 . Management believes it is more likely than not the Company will realize the remaining deferred tax assets, net of existing valuation allowances, in future years. Due to the reporting requirements of ASC 718, “Compensation-Stock Compensation”, $1,592,000 of the net operating loss carryforward (tax effected $588,000 ) is not recorded on the Company’s balance sheet because the loss was created by the tax benefits of stock option exercises, which cannot be recognized for book purposes until the benefit has been realized by actually reducing taxes payable. When recognized, the tax benefit of these losses will be accounted for as a credit to additional paid-in capital rather than a reduction of the income tax provision. The Company and its subsidiary are subject to U.S. federal income tax as well as income taxes in multiple state and local jurisdictions. The Company has concluded all U.S. federal tax matters for years through January 31, 2012. All material state and local income tax matters have been concluded for years through January 31, 2011. The Company has recorded a reserve, including interest and penalties, for uncertain tax positions of $263,000 and zero as of January 31, 2017 and 2016 , respectively. As of January 31, 2017 and 2016 , the Company had no accrued interest and penalties associated with unrecognized tax benefits. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest and penalties) is as follows: 2016 2015 Beginning of fiscal year $ — $ — Additions for tax positions for the current year 59,000 — Additions for tax positions of prior years 231,000 — End of fiscal year $ 290,000 $ — |
Major Clients
Major Clients | 12 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
MAJOR CLIENTS | MAJOR CLIENTS During fiscal year 2016 , one individual client accounted for 10% or more of our total revenues. Three clients each represented 11% of total accounts receivable as of January 31, 2017 . During fiscal year 2015 , no individual client accounted for 10% or more of our total revenues. Two clients represented 13% and 12% , respectively, of total accounts receivable as of January 31, 2016 . |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Jan. 31, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
EMPLOYEE RETIREMENT PLAN | EMPLOYEE RETIREMENT PLAN The Company has established a 401(k) retirement plan that covers all associates. Company contributions to the plan may be made at the discretion of the board of directors. The Company matches 100% up to the first 4% of compensation deferred by each associate in the 401(k) plan. The total compensation expense for this matching contribution was $541,000 and $499,000 in fiscal 2016 and 2015 , respectively. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 12 Months Ended |
Jan. 31, 2017 | |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | |
EMPLOYEE STOCK PURCHASE PLAN | EMPLOYEE STOCK PURCHASE PLAN The Company has an Employee Stock Purchase Plan under which associates may purchase up to 1,000,000 shares of common stock. Under the plan, eligible associates may elect to contribute, through payroll deductions, up to 10% of their base pay to a trust during any plan year, i.e., January 1 through December 31 of the same year. Semi-annually, typically in January and July of each year, the plan issues, for the benefit of the employees, shares of common stock at the lesser of (a) 85% of the fair market value of the common stock on the first day of the vesting period (January 1 or July 1), or (b) 85% of the fair market value of the common stock on the last day of the vesting period (June 30 or December 31 of the same year). At January 31, 2017 , 502,547 shares remain that can be purchased under the plan. The Company recognized compensation expense of $5,000 and $20,000 for fiscal years 2016 and 2015 , respectively, under this plan. During fiscal 2016 , 25,617 shares were purchased at the price of $1.02 per share; during fiscal 2015 , 27,071 shares were purchased at the price of $2.38 per share and 42,050 shares were purchased at the price of $1.20 per share. The cash received for shares purchased from the plan was $26,000 and $115,000 in fiscal 2016 and 2015 , respectively. The purchase price at June 30, 2017 will be 85% of the lower of (a) the closing price on January 3, 2017 ( $1.30 ) or (b) the closing price on June 30, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 31, 2017 | |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Option Plans The Company’s Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) replaced the 2005 Incentive Compensation Plan (the “2005 Plan”). Under these plans, the Company is authorized to issue equity awards (stock options, stock appreciation rights or “SARs”, and restricted stock) to directors and associates of the Company. Outstanding awards under the 2005 Plan continue to be governed by the terms of the 2005 Plan until exercised, expired or otherwise terminated or canceled, but no further equity awards are allowed to be granted under the 2005 Plan. Under the 2013 Plan, the Company is authorized to issue a number of shares not to exceed (i) 2,000,000 plus (ii) the number of shares remaining available for issuance under the 2005 Plan as of the date the 2005 Plan was replaced, plus (iii) the number of shares that become available under the 2005 Plan pursuant to forfeiture, termination, lapse, or satisfaction of a 2005 Plan award in cash or property other than shares of common stock. The options granted under the 2013 Plan and 2005 Plan have terms of ten years or less, and typically vest and become fully exercisable ratably over three years of continuous service to the Company from the date of grant. At January 31, 2017 and 2016 , options to purchase 1,800,480 and 2,186,879 shares of the Company’s common stock, respectively, have been granted and are outstanding. There are no SARs outstanding. In fiscal 2016 and 2015, inducement grants were approved by the Company’s Board of Directors pursuant to NASDAQ Marketplace Rule 5635(c)(4). The terms of the grants were nearly identical to the terms and conditions of the Company’s stock incentive plans in effect at the time of each inducement grant. For the year ended January 31, 2017 , 75,000 stock options were issued, no options expired, no options were forfeited and no stock options were exercised. For the year ended January 31, 2016 , no stock options were issued, 405,417 options expired, 69,583 were forfeited and no stock options were exercised. At January 31, 2017 and 2016 , there were 300,000 and 225,000 options outstanding, respectively. Please see “Restricted Stock” section for information on the restricted shares. A summary of stock option activity follows: Options Weighted Average Exercise Price Remaining Life in Years Aggregate intrinsic value Outstanding as of February 1, 2016 2,411,879 $ 4.16 Granted 416,525 2.02 Exercised — — Expired (342,502 ) 4.20 Forfeited (385,422 ) 3.67 Outstanding as of January 31, 2017 2,100,480 $ 3.82 (1) 7.72 $ 3,087,706 Exercisable as of January 31, 2017 1,374,642 $ 4.55 (2) 7.20 $ 2,020,724 Vested or expected to vest as of January 31, 2017 1,942,650 $ 3.93 7.64 $ 2,855,695 _______________ (1) The exercise prices range from $1.19 to $8.10 , of which 415,666 shares are between $1.19 and $2.00 per share, 578,463 shares are between $2.08 and $4.00 per share, and 1,106,351 shares are between $4.02 and $8.10 per share. (2) The exercise prices range from $1.19 to $8.10 , of which 66,747 shares are between $1.19 and $2.00 per share, 335,592 shares are between $2.08 and $4.00 per share, and 972,303 shares are between $4.02 and $8.10 per share. For fiscal 2016 and 2015 , the weighted average grant date fair value of options granted during the year was $0.79 and $1.64 , respectively, and the total intrinsic value of options exercised during the year was zero and $125,000 , respectively. The fiscal 2016 and 2015 stock-based compensation was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for each fiscal year: 2016 2015 Expected life 6 years 6 years Risk-free interest rate 2.10 % 1.51 % Weighted average volatility factor 0.58 0.59 Dividend yield — — Forfeiture rate 22 % 30 % At January 31, 2017 , there was $564,000 of unrecognized compensation cost related to non-vested stock-option awards. That cost is expected to be recognized over a remaining weighted average period of 0.5 years. The expense associated with stock option awards was $1,321,000 and $1,783,000 , respectively, for fiscal 2016 and 2015 . Cash received from the exercise of options was zero and $161,000 , respectively, in fiscal 2016 and 2015 . Cash received from purchases pursuant to the Employee Stock Purchase Plan was $26,000 and $115,000 , respectively, in fiscal 2016 and 2015 . The 2005 Plan and the 2013 Plan contain change in control provisions whereby any outstanding equity awards under the plans subject to vesting, which have not fully vested as of the date of the change in control, shall automatically vest and become immediately exercisable. One of the change in control provisions is deemed to occur if there is a change in beneficial ownership, or authority to vote, directly or indirectly, of securities representing 20% or more of the total of all of the Company’s then-outstanding voting securities, unless through a transaction arranged by or consummated with the prior approval of the Board of Directors. Other change in control provisions relate to mergers and acquisitions or a determination of change in control by the Company’s Board of Directors. Restricted Stock The Company is authorized to grant restricted stock awards to associates and directors under the 2013 Plan. The Company has also issued restricted stock as inducement grants to certain new employees. The restrictions on the shares granted generally lapse over a one -year term of continuous employment from the date of grant. The grant date fair value per share of restricted stock, which is based on the closing price of our common stock on the grant date, is expensed on a straight-line basis as the restriction period lapses. The shares represented by restricted stock awards are considered outstanding at the grant date, as the recipients are entitled to voting rights. A summary of restricted stock award activity for fiscal 2016 and 2015 is presented below: Non-vested Number of Shares Weighted Average Grant Date Fair Value Non-vested balance at January 31, 2015 120,306 $ 4.31 Granted 118,180 2.62 Vested (120,306 ) 4.31 Forfeited (5,800 ) 4.31 Non-vested balance at January 31, 2016 112,380 $ 2.62 Granted 858,225 1.59 Vested (112,380 ) 2.56 Forfeited — — Non-vested balance at January 31, 2017 858,225 $ 1.59 At January 31, 2017 , there was $872,000 of unrecognized compensation cost related to restricted stock awards. That cost is expected to be recognized over a remaining period of 2.1 years. The expense associated with restricted stock awards was $466,000 and $582,000 , respectively, for fiscal 2016 and 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation We are, from time to time, a party to various legal proceedings and claims, which arise in the ordinary course of business. We are not aware of any legal matters that could have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows. |
Private Placement Investment
Private Placement Investment | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
PRIVATE PLACEMENT INVESTMENT | PRIVATE PLACEMENT INVESTMENT On August 16, 2012, the Company completed a $12,000,000 private placement investment (“private placement investment”) with affiliated funds and accounts of Great Point Partners, LLC, Noro-Moseley Partners VI, L.P., and another investor. The investment consisted of the following instruments: issuance of 2,416,785 shares of a new Series A 0% Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) at $3.00 per share, common stock warrants (“warrants”) exercisable for up to 1,200,000 shares of the Company's common stock at an exercise price of $3.99 per share and convertible subordinated notes payable in the aggregate principal amount of $5,699,577 , which upon stockholder approval, converted into 1,583,210 shares of Series A Preferred Stock. The proceeds were allocated among the instruments based on their relative fair values as follows: Fair Value at August 16, 2012 Proceeds Allocation at August 16, 2012 Instruments: Series A Preferred Stock $ 9,907,820 $ 6,546,146 (1) Convertible subordinated notes payable 5,699,577 3,765,738 (2) Warrants 2,856,000 1,688,116 (3) Total investment $ 18,463,397 $ 12,000,000 _______________ (1) The Series A Preferred Stock convert on a 1 :1 basis into common stock, but differ in value from common stock due to the downside protection relative to common stock in the event the Company liquidates, and the downside protection, if, after four years, the holder has not converted and the stock is below $3.00 . The fair value of Series A Preferred Stock was determined using a Monte-Carlo simulation following a Geometric Brownian Motion, using the following assumptions: annual volatility of 75% , risk-free rate of 0.9% and dividend yield of 0.0% . The model also utilized the following assumptions to account for the conditions within the agreement: after four years, if the simulated common stock price fell below a price of $3.00 per share, the convertible preferred stock would automatically convert to common stock on a 1 :1 basis moving forward at a price of exactly $3.00 per share and a forced conversion if the simulated stock price exceeded $8.00 per share. (2) The fair value of convertible subordinated notes payable was determined based on its current yield as compared to that of those currently outstanding in the marketplace. Management reviewed the convertible note agreement and determined that the note's interest rate is a reasonable representative of a market rate; therefore the face or principal amount of the loan is a reasonable estimate of its fair value. (3) The fair value of the common stock warrants was determined using a Monte-Carlo simulation following a Geometric Brownian motion, using the following assumptions: annual volatility of 75% , risk-free rate of 0.9% , dividend yield of 0.0% and expected life of 5 years. Because the dilutive down-round financing was subject to stockholder approval, which had not happened at the time of the valuation, the model utilized the assumption that the down-round financing would not occur within the simulation. The Company incurred legal, placement and other adviser fees of $1,894,000 , including $754,000 in costs for warrants issued to placement agents. The total transaction costs were allocated among the instruments of the private placement investment based on their relative fair values as follows: $611,000 to subordinated convertible notes as deferred financing costs, $1,020,000 to Series A Preferred Stock as discount on Series A Preferred Stock and $263,000 to warrants as a charge to additional paid in capital. Series A Convertible Preferred Stock In connection with the private placement investment, the Company issued 2,416,785 shares of Series A Preferred Stock at $3.00 per share. Each share of the Series A Preferred Stock is convertible into one share of the Company's common stock. The price per share of Series A Preferred Stock and the conversion price for the common stock was less than the “market value” of the common stock of $3.82 (as defined in the rules of the Nasdaq Stock Market) on the date of execution of the definitive agreements. The Series A Preferred Stock does not pay a dividend, however, the holders are entitled to receive dividends on shares of Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock. The Series A Preferred Stock has voting rights on a modified as-if-converted-to-common-stock-basis. The Series A Preferred Stock has a non-participating liquidation right equal to the original issue price plus accrued unpaid dividends, which are senior to the Company’s common stock. The Series A Preferred Stock can be converted to common shares at any time by the holders or, at the option of the Company, if the arithmetic average of the daily volume weighted average price of the common stock for the ten day period prior to the measurement date is greater than $8.00 per share and the average daily trading volume for the sixty day period immediately prior to the measurement date exceeds 100,000 shares. The conversion price is $3.00 per share, subject to certain adjustments. The allocation of the proceeds and transaction costs based on relative fair values of the instruments resulted in recognition of a discount on the Series A Preferred Stock of $4,410,000 , including a discount attributable to a beneficial conversion feature of $2,686,000 , which is being amortized from the date of issuance to the earliest redemption date. For the years ended January 31, 2017 and 2016 , the Company recognized $876,000 and $1,336,000 , respectively, of amortization of the discount on Series A Preferred Stock as deemed dividends charged to additional paid in capital, computed under the effective interest rate method. The value of the beneficial conversion feature is calculated as the difference between the effective conversion price of the Series A Preferred Stock and the fair market value of the common stock into which the Series A Preferred Stock are convertible at the commitment date. On November 1, 2012, upon shareholder approval, the convertible subordinated notes were converted into shares of Series A Convertible Preferred Stock. The convertible subordinated notes had an aggregate principal amount of $5,699,577 and converted into an aggregate of 1,583,210 shares of Preferred Stock. The Company recorded a loss upon conversion of $5,913,000 , which represented the difference between the aggregate fair value of the Preferred Stock issued of $9,183,000 , based on a $5.80 fair value per share, and the total of carrying value of the notes and unamortized deferred financing cost of $ 3,270,000 . The shares of Series A Preferred Stock issued for the conversion of notes payable are recorded at their aggregate redemption value of $4,750,000 with the difference between the fair value and redemption value of $4,433,000 recorded as additional paid in capital. The fair value of the Preferred Stock was determined using a Monte-Carlo simulation based on the following assumptions: annual volatility of 75% , risk-free rate of 0.8% and dividend yield of 0.0% . The model also utilized the following assumptions to account for the conditions within the agreement: after four years , if the simulated common stock price fell below a price of $3.00 per share, the convertible preferred stock would automatically convert to common stock on a 1 :1 basis moving forward at a price of exactly $3.00 per share and a forced conversion if the simulated stock price exceeded $8.00 per share. The following table sets forth the activity of the Series A Preferred Stock, classified as temporary equity, during the periods presented: Number of Shares Series A Preferred Stock Series A Preferred Stock, January 31, 2015 2,949,995 $ 6,637,978 Accretion of Preferred Stock discount — 1,336,072 Series A Preferred Stock, January 31, 2016 2,949,995 7,974,050 Accretion of Preferred Stock discount — 875,935 Series A Preferred Stock, January 31, 2017 2,949,995 $ 8,849,985 At any time following August 31, 2016, subject to the Subordination and Intercreditor Agreement among the preferred stockholders, the Company and Wells Fargo, each share of Series A Preferred Stock is redeemable at the option of the holder for an amount equal to the initial issuance price of $3.00 (adjusted to reflect stock splits, stock dividends or like events) plus any accrued and unpaid dividends thereon. The Series A Preferred Stock are classified as temporary equity as the securities are redeemable solely at the option of the holder. In fiscal 2013, 1,050,000 shares of the Company's Series A Convertible Preferred Stock were converted into Common Stock. As a result, Series A Convertible Preferred Stock was reduced by $3,150,000 , with the offsetting increase to Common Stock and Additional Paid-in Capital. As of January 31, 2017 and 2016 , 2,949,995 shares of Series A Convertible Preferred Stock remained outstanding. Common Stock Warrants In conjunction with the private placement investment, the Company issued common stock warrants exercisable for up to 1,200,000 of the Company's common stock at an exercise price of $3.99 per share. The warrants can be exercised in whole or in part until February 16, 2018 . The warrants also include a cashless exercise option which allows the holder to receive a number of shares of common stock based on an agreed upon formula in exchange for the warrant rather than paying cash to exercise. The proceeds, net of transaction costs, allocated to the warrants of $1,425,000 were classified as equity on August 16, 2012, the date of issuance. Effective October 31, 2012, upon shareholder approval of anti-dilution provisions that reset the warrants’ exercise price if a dilutive issuance occurs, the warrants were reclassified as derivative liabilities. The provisions require the exercise price to reset to the lower price at which the dilutive issuance is consummated, if the dilutive issuance occurs prior to the second anniversary of the warrants’ issuance. If a dilutive issuance occurs after the second anniversary of the warrants’ issuance, then the exercise price will be reset in accordance with a weighted average formula that provides for a partial reset, based on the number of shares raised in the dilutive issuance relative to the number of common stock equivalents outstanding at the time of the dilutive issuance. The change in fair value of the warrants was accounted for as an adjustment to stockholders’ equity for the period between the date of the contract’s last classification as equity to the date of reclassification to liability. The fair value of the warrants was $4,139,000 at October 31, 2012. These warrants have been accounted for as derivative liabilities effective October 31, 2012, and as such, are re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a charge or credit to other expenses. On October 19, 2012, the Company also issued 200,000 warrants to its placement agents as a portion of the fees for services rendered in connection with the private placement investment. The warrants are exercisable through April 30, 2018 at a stated exercise price of $4.06 per share and can be exercised in whole or in part. The warrants also include a cashless exercise option that allows the holder to receive a number of shares of common stock based on an agreed upon formula in exchange for the warrants rather than paying cash to exercise. The warrants have no reset provisions. The warrants had a grant date fair value of $754,000 , and are classified as equity on the consolidated balance sheet. The estimated fair value of the warrants was determined by using Monte-Carlo simulations based on the following assumptions: annual volatility of 75% , risk-free rate of 0.9% , dividend yield of 0.0% and expected life of five years. The following table sets forth the warrants issued and outstanding as of January 31, 2017 : Number of Shares Issuable Weighted Average Exercise Price Warrants - private placement 1,200,000 $ 3.99 Warrants - placement agent 200,000 4.06 Total 1,400,000 $ 4.00 The fair value of the private placement warrants was $46,000 and $205,000 at January 31, 2017 and 2016 , respectively. No warrants were exercised or canceled during fiscal 2016 and 2015 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS We have evaluated subsequent events through April 10, 2017 and have determined that there are no subsequent events after January 31, 2017 for which disclosure is required. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Jan. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts and Reserves | Schedule II Valuation and Qualifying Accounts and Reserves Streamline Health Solutions, Inc. For the two years ended January 31, 2017 Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (in thousands) Year ended January 31, 2017: Allowance for doubtful accounts $ 155 $ 121 $ 17 $ (95 ) $ 198 Year ended January 31, 2016: Allowance for doubtful accounts $ 666 $ 48 $ — $ (559 ) $ 155 |
Significant Accounting Polici23
Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Streamline Health Solutions, Inc. and its wholly-owned subsidiary, Streamline Health, Inc. All significant intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash demand deposits. Cash deposits are placed in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Cash deposits may exceed FDIC insured levels from time to time. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Receivables and Allowance for Doubtful Accounts | Receivables Accounts and contract receivables are comprised of amounts owed to the Company for licensed software, professional services, including maintenance services, and software as a service and are presented net of the allowance for doubtful accounts. The timing of revenue recognition may not coincide with the billing terms of the client contract, resulting in unbilled receivables or deferred revenues; therefore certain contract receivables represent revenues recognized prior to client billings. Individual contract terms with clients or resellers determine when receivables are due. For billings where the criteria for revenue recognition have not been met, deferred revenue is recorded until all revenue recognition criteria have been met. Allowance for Doubtful Accounts In determining the allowance for doubtful accounts, aged receivables are analyzed monthly by management. Each identified receivable is reviewed based upon the most recent information available, including client comments, if any, and the status of any open or unresolved issues with the client preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. During these monthly reviews, the Company determines the required allowances for doubtful accounts for estimated losses resulting from the unwillingness or inability of its clients or resellers to make required payments. |
Concessions Accrual | Concessions Accrual In determining the concession accrual, the Company evaluates historical concessions granted relative to revenue. The concession accrual included in accrued other expenses on the Company's consolidated balance sheet was $52,000 and $54,000 as of January 31, 2017 and 2016 , respectively |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows: Computer equipment and software 3-4 years Office equipment 5 years Office furniture and fixtures 7 years Leasehold improvements Term of lease or estimated useful life, whichever is shorter Depreciation expense for property and equipment in fiscal 2016 and 2015 was $1,100,000 and $1,245,000 , respectively. Normal repair and maintenance is expensed as incurred. Replacements are capitalized and the property and equipment accounts are relieved of the items being replaced or disposed of, if no longer of value. The related cost and accumulated depreciation of the disposed assets are eliminated and any gain or loss on disposition is included in the results of operations in the year of disposal. |
Leases | Leases On December 13, 2013, the Company entered into an amended lease obligation to lease 24,335 square feet of office space in the same building as the office space in Atlanta, Georgia. The lease commenced upon taking possession of the space and ends 102 months thereafter. The Company took possession of the new space during the second quarter of fiscal 2014. Upon relocation, the Company completely vacated the previously leased premises within the same building. The provisions of the lease provided for rent abatement for the first eight months of the lease term. Upon taking possession of the premises, the rent abatement and the unamortized balance of deferred rent associated with the previously leased premises were aggregated with the total expected rental payments and are being amortized on a straight-line basis over the term of the new lease. During the third quarter of fiscal 2014, the Company relocated its New York office to 105 Madison Avenue, New York, New York. The lease commenced upon taking possession of the space and ends 63 months thereafter. The provisions of the lease for the new office space of 10,350 square feet provided for rent abatement for the first two months of the lease term. Upon taking possession of the premises, the rent abatement was aggregated with the total expected rental payments, and is being amortized on a straight-line basis over the term of the lease. The Company has capital leases to finance office equipment purchases. The balance of fixed assets acquired under these capital leases is $134,000 and $1,652,000 as of January 31, 2017 and 2016 , respectively, and the balance of accumulated depreciation is $104,000 and $1,166,000 for the respective periods. The significant decreases are attributable to the termination of a capital lease that resulted from the purchase of the leased equipment in the third quarter of fiscal 2016. The amortization expense of leased assets is included in depreciation expense. |
Debt Issuance Costs | Debt Issuance Costs Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis, which is not materially different from the effective interest method, over the term of the related debt. Deferred financing costs are presented on the Company’s consolidated balance sheets as a direct deduction from the carrying amount of our term loan. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of long-lived assets whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances are present which may indicate impairment is probable, the Company will prepare a projection of the undiscounted cash flows of the specific asset or asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value. |
Capitalized Software Development Costs | Capitalized Software Development Costs Software development costs associated with the planning and designing phase of software development, including coding and testing activities necessary to establish technological feasibility, are classified as research and development and are expensed as incurred. Once technological feasibility has been determined, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. The Company capitalized such costs, including interest, of $1,979,000 and zero in fiscal 2016 and 2015 , respectively. The Company acquired $350,000 of internally-developed software in 2016 through the acquisition of Opportune IT, which is described in Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein. Amortization for the Company's legacy software systems is provided on a solution-by-solution basis over the estimated economic life of the software, typically five years, using the straight-line method. Amortization commences when a solution is available for general release to clients. Acquired internally-developed software from acquisitions is amortized using the straight-line method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value, and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of the Company’s long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. |
Revenue Recognition | Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by SaaS delivery model, through our direct sales force or through third-party resellers. Licensed, locally-installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help clients review their internal coding audit processes. Additional revenues are also derived from reselling third-party software and hardware components. We recognize revenue in accordance with Accounting Standards Codification (ASC) 985-605, Software-Revenue Recognition, ASC 605-25, Revenue Recognition — Multiple-Element Arrangements, and ASC 605-10-S99. We commence revenue recognition when all of the following criteria have been met: • Persuasive evidence of an arrangement exists, • Delivery has occurred or services have been rendered, • The arrangement fees are fixed or determinable, and • Collectibility is reasonably assured. If we determine that any of the above criteria have not been met, we will defer recognition of the revenue until all the criteria have been met. Maintenance and support and SaaS agreements 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, non-standard performance criteria or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria, as applicable. Multiple Element Arrangements We follow the accounting revenue guidance under Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force . Terms used in evaluation are as follows: • VSOE (vendor-specific objective evidence) — the price at which an element is sold as a separate stand-alone transaction • TPE (third-party evidence) — the price of an element, charged by another company that is largely interchangeable in any particular transaction • ESP (estimated selling price) — 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 right-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. An item has stand-alone value to a client when it can be sold separately by any vendor or the client could resell the item on a stand-alone basis. Additionally, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items must be considered probable and substantially in the control of the vendor. We have a defined 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 use 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 for a software-as-a-service arrangement as 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. Systems Sales We use the residual method to determine fair value for proprietary perpetual software licenses sold in a multi-element arrangement. Under the residual method, we allocate the total value of the arrangement first to the undelivered elements based on their VSOE and allocate the remainder to the proprietary perpetual software license fees. 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, bug 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 our rates are comparable to rates charged by our competitors, which are based on the knowledge of the marketplace by senior management. Generally, maintenance and support is calculated as a percentage of the list price of the proprietary license being purchased by a client. Clients have the option of purchasing additional annual maintenance service renewals each year for which rates are not materially different from the initial rate but typically include a nominal rate increase based on the consumer price index. Annual maintenance and support agreements entitle clients to technology support, version upgrades, bug fixes and service packs. Term Licenses We cannot establish VSOE fair value of the undelivered element in term license arrangements. However, as the only undelivered element is post-contract customer support, the entire fee is recognized ratably over the contract term. Typically, revenue recognition commences once the client goes live on the system. Similar to proprietary license sales, pricing decisions rely on the relative size of the client purchasing the solution. The software portion of our Looking Glass® Coding & CDI products generally does not require material modification to achieve its contracted function. Software-Based Solution Professional Services Professional services components that are not essential to the functionality of the software, from time to time, are sold separately by us. Similar services are sold by other vendors, and clients can elect to perform similar services in-house. When professional services revenues are a separate unit of accounting, revenues are recognized as the services are performed. Professional services related to coding compliance, recovery audit contractor consulting and ICD-10 readiness are considered a single unit of accounting where we recognize revenue using proportional performance over the service period when all applicable revenue recognition criteria have been met. Professional services components related to SaaS and term licenses that are essential to the functionality of the software and are not considered a separate unit of accounting are recognized in revenue ratably over the life of the client, which approximates the duration of the initial contract term. We defer the associated direct costs for salaries and benefits expense for professional services contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of January 31, 2017 and 2016 , we had deferred costs of $ 500,000 and $571,000 , respectively, net of accumulated amortization of $370,000 and $265,000 , respectively. Amortization expense of these costs was $254,000 and $136,000 in fiscal 2016 and 2015 , respectively. Professional service components that are essential to the functionality of perpetually licensed software and are not considered a separate unit of accounting are recognized using the percentage-of-completion method over the professional service period. If services are sold with perpetually licensed software, 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 an hourly or 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. Audit Services Professional services relating to audit services are provided separately from software solutions, even those that may relate to coding and coding audit processes. These services are not essential to any software offering and are a separate unit of accounting. Accordingly, the revenues are recognized as the services are performed. |
Concentrations | Concentrations Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of accounts receivable. The Company’s accounts receivable are concentrated in the healthcare industry. However, the Company’s clients typically are well-established hospitals, medical facilities or major health information systems companies that resell the Company’s solutions that have good credit histories. Payments from clients have been received within normal time frames for the industry. However, some hospitals and medical facilities have experienced significant operating losses as a result of limits on third-party reimbursements from insurance companies and governmental entities and extended payment of receivables from these entities is not uncommon. To date, the Company has relied on a limited number of clients and remarketing partners for a substantial portion of its total revenues. The Company expects that a significant portion of its future revenues will continue to be generated by a limited number of clients and its remarketing partners. The Company currently buys all of its hardware and some major software components of its healthcare information systems from third-party vendors. Although there are a limited number of vendors capable of supplying these components, management believes that other suppliers could provide similar components on comparable terms. |
Business Combinations | Business Combinations The assets acquired, liabilities assumed and contingent consideration are recorded at their fair value on the acquisition date with subsequent changes recognized in earnings. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the purchase price measurement period, the Company will record adjustments to assets acquired or liabilities assumed subsequent to the purchase price measurement period in operating expenses in the period in which the adjustments were determined. The Company records acquisition and transaction related expenses in the period in which they are incurred. Acquisition and transaction related expenses primarily consist of legal, banking, accounting and other advisory fees of third parties related to potential acquisitions. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and other intangible assets were recognized in conjunction with the Interpoint, Meta, CLG and Opportune IT acquisitions, as well as the Unibased acquisition (prior to divestiture of such assets). Identifiable intangible assets include purchased intangible assets with finite lives, which primarily consist of internally-developed software, client relationships, supplier agreements, non-compete agreements, customer contracts and license agreements. Finite-lived purchased intangible assets are amortized over their expected period of benefit, which generally ranges from one to 15 years, using the straight-line and undiscounted expected future cash flows methods. See Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein for information on the sale of our Looking Glass® Patient Engagement suite of solutions in fiscal 2016 , which the Company acquired in connection with its acquisition of Unibased in February 2014. The Company assesses the useful lives and possible impairment of existing recognized goodwill and intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include: • significant under performance relative to historical or projected future operating results; • significant changes in the manner of use of the acquired assets or the strategy for the overall business; • identification of other impaired assets within a reporting unit; • disposition of a significant portion of an operating segment; • significant negative industry or economic trends; • significant decline in the Company's stock price for a sustained period; and • a decline in the market capitalization relative to the net book value. Determining whether a triggering event has occurred involves significant judgment by the Company. The Company assesses goodwill annually (as of November 1), or more frequently when events and circumstances, such as the ones mentioned above, occur indicating that the recorded goodwill may be impaired. The Company did not note any of the above qualitative factors, which would be considered a triggering event for impairment. In assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of a reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit's fair value or carrying amount involve significant judgments by management. These judgments include the consideration of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events which are specific to the Company and trends in the market price of the Company's common stock. Each factor is assessed to determine whether it impacts the impairment test positively or negatively, and the magnitude of any such impact. The two-step goodwill impairment test requires the Company to identify its reporting units and to determine estimates of the fair values of those reporting units as of the impairment testing date. Reporting units are determined based on the organizational structure the entity has in place at the date of the impairment test. A reporting unit is an operating segment or component business unit with the following characteristics: (a) it has discrete financial information, (b) segment management regularly reviews its operating results (generally an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts or plans for the segment), and (c) its economic characteristics are dissimilar from other units (this contemplates the nature of the products and services, the nature of the production process, the type or class of customer for the products and services and the methods used to distribute the products and services). The Company determined that it has one operating segment and one reporting unit. To conduct a quantitative two-step goodwill impairment test, the fair value of the reporting unit is first compared to its carrying value. If the reporting unit's carrying value exceeds its fair value, the Company performs the second step and records an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. The Company estimates the fair value of its reporting unit using a blend of market and income approaches. The market approach consists of two separate methods, including reference to the Company's market capitalization, as well as the guideline publicly traded company method. The market capitalization valuation method is based on an analysis of the Company's stock price on and around the testing date, plus a control premium. The guideline publicly traded company method was made by reference to a list of publicly traded software companies providing services to healthcare organizations, as determined by management. The market value of common equity for each comparable company was derived by multiplying the price per share on the testing date by the total common shares outstanding, plus a control premium. Selected valuation multiples are then determined and applied to appropriate financial statistics based on the Company's historical and forecasted results. The Company estimates the fair value of its reporting unit using the income approach, via discounted cash flow valuation models which include, but are not limited to, assumptions such as a “risk-free” rate of return on an investment, the weighted average cost of capital of a market participant and future revenue, operating margin, working capital and capital expenditure trends. Determining the fair value of reporting unit and goodwill includes significant judgment by management, and different judgments could yield different results. The Company performed its annual assessment of goodwill during the fourth quarter of fiscal 2016 , using the two-step approach described above. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. Based on the analysis performed for step one, the fair value of the reporting unit exceeded the carrying amount of the reporting unit, including goodwill, and, therefore, an impairment loss was not recognized. As the Company passed step one of the analysis, step two was not required. |
Severances | Severances From time to time, we will enter into termination agreements with associates that may include supplemental cash payments, as well as contributions to health and other benefits for a specific time period subsequent to termination |
Equity Awards | Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite vesting period. The Company incurred total annual compensation expense related to stock-based awards of $1,787,000 and $2,386,000 in fiscal 2016 and 2015 , respectively. The fair value of the stock options granted in fiscal 2016 and 2015 was estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor, expected term and forfeiture rates). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market close price per share on the day of grant. The Company expenses the compensation cost of these awards as the restriction period lapses, which is typically a one -year service period to the Company. |
Common Stock Warrants | Common Stock Warrants As of January 31, 2017 and 2016 , the fair value of the common stock warrants was computed using the Black-Scholes option pricing model based on assumptions regarding annual volatility, risk-free rate, dividend yield and expected life. The model also includes assumptions to account for anti-dilutive provisions within the warrant agreement. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. See Note 8 - Income Taxes to our consolidated financial statements included in Part II, Item 8 herein for further details. The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. At January 31, 2017 , the Company believes it has appropriately accounted for any uncertain tax positions. |
Net Loss Per Common Share | Net Loss Per Common Share The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net loss attributable to shareholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated based on the profit or loss attributable to shareholders and the weighted average number of shares of common stock outstanding adjusted for the effects of all potential dilutive common stock issuances related to options, unvested restricted stock, warrants and convertible preferred stock. Potential common stock dilution related to outstanding stock options, unvested restricted stock and warrants is determined using the treasury stock method, while potential common stock dilution related to Series A Convertible Preferred Stock is determined using the “if converted” method. The Company's unvested restricted stock awards and Series A Convertible Preferred stock are considered participating securities under ASC 260, “Earnings Per Share”, which means the security may participate in undistributed earnings with common stock. The Company's 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. The holders of the Series A Preferred Stock would be entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends, other than dividends in the form of common stock. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a “participating security.” The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stock holders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the if-converted method. |
Loss Contingencies | Loss Contingencies We are subject to the possibility of various loss contingencies arising in the course of business. We consider the likelihood of the loss or impairment of an asset or the incurrence of a liability as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether to accrue for a loss contingency and adjust any previous accrual. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued an Accounting Standard Update relating to disclosures of uncertainties about an entity’s ability to continue as a going concern. The update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in the event that there is such substantial doubt. The update will be effective for us on February 1, 2017. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB delayed the effective date by one year and the guidance will now be effective for us on February 1, 2018. Early adoption is permitted. The guidance is to be applied using one of two retrospective application methods. We are in the process of completing our initial analysis to identify the revenue streams that will be impacted by the adoption of this new standard and assess the impact to our financial statements and footnote disclosures. In April 2015, the FASB issued an Accounting Standard Update relating to simplifying the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update became effective for us on February 1, 2016. The adoption of this has been applied retrospectively, and accordingly, the Company’s consolidated balance sheet as of January 31, 2016 has been reclassified to reflect this adoption. The impact of this reclassification was a decrease of $270,000 to Term loan, and a corresponding elimination of Deferred financing costs as a separate financial statement line as of January 31, 2016 . As of January 31, 2017 , the reported term loan balance includes deferred financing costs totaling $199,000 , net of accumulated amortization of $155,000 . In September 2015, the FASB issued an Accounting Standard Update relating to the accounting for business combinations. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The update became effective for us on February 1, 2016. For the periods included in this report, there was no impact on our financial position or results of operations as a result of the adoption of this update. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The update will be effective for us on February 1, 2019. Early adoption of the update is permitted. The Company is evaluating the impact of the adoption of this update on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , to improve the accounting for employee share-based payments. The guidance simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The update became effective for us on February 1, 2017. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , to clarify how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us on February 1, 2018, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for us on February 1, 2018. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes Step 2 from the goodwill impairment test. The standard will be effective for us on February 1, 2020, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. |
Significant Accounting Polici24
Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Bad Debt Expense | Bad debt expense for fiscal years 2016 and 2015 was as follows: 2016 2015 Bad debt expense $ 121,000 $ 124,000 |
Property, Plant and Equipment | Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows: Computer equipment and software 3-4 years Office equipment 5 years Office furniture and fixtures 7 years Leasehold improvements Term of lease or estimated useful life, whichever is shorter |
Schedule of Capitalized Software Development Costs | Amortization expense on all internally-developed software was $2,771,000 and $3,073,000 in fiscal 2016 and 2015 , respectively, and was included in the consolidated statements of operations as follows: Fiscal Year Amortization expense on internally-developed software included in: 2016 2015 Cost of systems sales $ 2,495,000 $ 2,747,000 Cost of software as a service 271,000 326,000 Cost of audit services 5,000 — Total amortization expense on internally-developed software $ 2,771,000 $ 3,073,000 |
Fair Value of Liabilities on a Recurring Basis | The table below provides information on our liabilities that are measured at fair value on a recurring basis: Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At January 31, 2017 Warrants liability (1) $ 46,000 $ — $ — $ 46,000 Royalty liability (2) 2,351,000 — — 2,351,000 At January 31, 2016 Warrants liability (1) $ 205,000 $ — $ — $ 205,000 Royalty liability (2) 2,292,000 — — 2,292,000 _______________ (1) The initial fair value of warrants liability was determined by management with the assistance of an independent third-party valuation specialist, and by management thereafter. See Note 4 - Derivative Liabilities and Note 14 - Private Placement Investment to our consolidated financial statements included in Part II, Item 8 herein for further details. Changes in fair value of the warrants are recognized within miscellaneous income in the consolidated statements of operations. (2) The initial fair value of royalty liability was determined by management with the assistance of an independent third-party valuation specialist, and by management thereafter. The fair value of the royalty liability is determined based on the probability-weighted revenue scenarios for the Looking Glass® Clinical Analytics solution licensed from Montefiore Medical Center (discussed in Note 3 - Acquisitions and Divestitures to our consolidated financial statements included in Part II, Item 8 herein). Fair value adjustments are included within miscellaneous income in the consolidated statements of operations. |
Schedule of Earnings Per Share, Basic and Diluted | The following is the calculation of the basic and diluted net loss per share of common stock: Fiscal Year 2016 2015 Net loss $ (5,161,566 ) $ (4,290,115 ) Less: deemed dividends on Series A Preferred Stock (875,935 ) (1,336,072 ) Net loss attributable to common shareholders $ (6,037,501 ) $ (5,626,187 ) Weighted average shares outstanding - Basic 19,528,341 18,689,854 Stock options and restricted stock — — Weighted average shares outstanding - Diluted 19,528,341 18,689,854 Basic net loss per share of common stock $ (0.31 ) $ (0.30 ) Diluted net loss per share of common stock $ (0.31 ) $ (0.30 ) |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price has been provisionally allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows, pending final valuation of internally-developed software and intangible assets: Balance at September 8, 2016 Assets purchased: Accounts and contracts receivable $ 792,000 Other assets 32,000 Internally-developed software 350,000 Intangible assets 650,000 Total assets purchased 1,824,000 Liabilities assumed: Accounts payable and accrued liabilities 424,000 Net assets acquired $ 1,400,000 Cash paid $ 1,400,000 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases for the next five fiscal years and thereafter are as follows: Facilities Equipment Fiscal Year Totals 2017 $ 1,007,000 $ 11,000 $ 1,018,000 2018 1,039,000 11,000 1,050,000 2019 967,000 11,000 978,000 2020 504,000 11,000 515,000 2021 519,000 2,000 521,000 Thereafter 445,000 — 445,000 Total $ 4,481,000 $ 46,000 $ 4,527,000 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum EBITDA Levels | |
Summary of Term Loan and Line of Credit | Outstanding principal balances on debt consisted of the following at: January 31, 2017 January 31, 2016 Senior term loan $ 5,539,000 $ 8,265,000 Capital lease 91,000 686,000 Total 5,630,000 8,951,000 Less: Current portion (747,000 ) (1,266,000 ) Non-current portion of long-term debt $ 4,883,000 $ 7,685,000 |
Schedule of Future Principal Repayments of Long-Term Debt | Future repayments of long-term debt by fiscal year consisted of the following at January 31, 2017 : Senior Term Loan (1) Capital Lease (2) Total 2017 656,000 91,000 747,000 2018 656,000 — 656,000 2019 4,427,000 — 4,427,000 Total repayments $ 5,739,000 $ 91,000 $ 5,830,000 _______________ (1) Term loan balance on the consolidated balance sheet is reported net of deferred financing costs of $199,000 . (2) Future minimum lease payments include principal plus interest. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activity | The goodwill activity is summarized as follows: Goodwill Balance at January 31, 2016 and January 31, 2015 $ 16,185,000 Adjustments to goodwill related to sale of business during fiscal 2016 (648,000 ) Balance at January 31, 2017 $ 15,537,000 |
Schedule of Intangible Asset Components | Intangible assets, net, consist of the following: January 31, 2017 Estimated Useful Life Gross Assets Accumulated Amortization Net Assets Finite-lived assets: Client relationships 5-15 years $ 5,805,000 $ 2,692,000 $ 3,113,000 Covenants not to compete 0.5-15 years 986,000 744,000 242,000 Supplier agreements 5 years 1,582,000 1,411,000 171,000 License agreement 15 years 4,431,000 960,000 3,471,000 Total $ 12,804,000 $ 5,807,000 $ 6,997,000 January 31, 2016 Estimated Useful Life Gross Assets Accumulated Amortization Net Assets Finite-lived assets: Trade name 1 year $ 26,000 $ 26,000 $ — Client relationships 10-15 years 5,932,000 2,220,000 3,712,000 Covenants not to compete 0.5-15 years 856,000 667,000 189,000 Supplier agreements 5 years 1,582,000 1,094,000 488,000 License agreement 15 years 4,431,000 665,000 3,766,000 Total $ 12,827,000 $ 4,672,000 $ 8,155,000 |
Amortization Schedule of Intangible Assets | Amortization over the next five fiscal years for intangible assets is estimated as follows: Annual Amortization Expense 2017 $ 1,161,000 2018 937,000 2019 885,000 2020 823,000 2021 786,000 Thereafter 2,405,000 Total $ 6,997,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax (Expense) Benefit | Income taxes consist of the following: Fiscal Year 2016 2015 Current tax (expense) benefit: Federal $ 15,000 $ — State (2,976 ) (17,578 ) Total current provision 12,024 (17,578 ) Deferred tax benefit: Federal — 8,838 State — 737 Total Deferred tax benefit — 9,575 Current and deferred tax (expense) benefit $ 12,024 $ (8,003 ) |
Schedule of Effective Income Tax Rate Reconciliation | The income tax (expense) benefit for income taxes differs from the amount computed using the federal statutory income tax rate as follows: Fiscal Year 2016 2015 Federal tax benefit at statutory rate $ 1,771,675 $ 1,455,816 State and local taxes, net of federal benefit (expense) 84,402 (267,997 ) Change in valuation allowance (2,134,096 ) (1,629,786 ) Permanent items: Incentive stock options (361,245 ) (513,708 ) Escrow refund — 255,000 Change in fair value of warrants liability 54,033 553,951 Goodwill basis difference recognized upon asset sale (220,112 ) — Section 162(m) disallowance (22,647 ) — Other (23,272 ) (28,914 ) Reserve for uncertain tax position (262,525 ) — R&D Credit (Federal) 1,045,453 — R&D Credit (State) 267,172 — Other (186,814 ) 167,635 Income tax (expense) benefit $ 12,024 $ (8,003 ) |
Schedule of Deferred Tax Assets and Liabilities | The income tax effects of these temporary differences and credits are as follows: January 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 72,886 $ 58,379 Deferred revenue 282,112 244,163 Accruals 120,165 203,291 Net operating loss carryforwards 15,141,861 15,179,685 Stock compensation expense 501,120 592,654 Property and equipment 132,934 78,295 AMT credit 102,144 102,144 R&D credit 1,050,100 — Other 106,833 17,794 Total deferred tax assets 17,510,155 16,476,405 Valuation allowance (16,318,124 ) (14,184,030 ) Net deferred tax assets 1,192,031 2,292,375 Deferred tax liabilities: Definite-lived intangible assets (1,192,031 ) (2,292,375 ) Total deferred tax liabilities (1,192,031 ) (2,292,375 ) Net deferred tax liabilities $ — $ — |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest and penalties) is as follows: 2016 2015 Beginning of fiscal year $ — $ — Additions for tax positions for the current year 59,000 — Additions for tax positions of prior years 231,000 — End of fiscal year $ 290,000 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity follows: Options Weighted Average Exercise Price Remaining Life in Years Aggregate intrinsic value Outstanding as of February 1, 2016 2,411,879 $ 4.16 Granted 416,525 2.02 Exercised — — Expired (342,502 ) 4.20 Forfeited (385,422 ) 3.67 Outstanding as of January 31, 2017 2,100,480 $ 3.82 (1) 7.72 $ 3,087,706 Exercisable as of January 31, 2017 1,374,642 $ 4.55 (2) 7.20 $ 2,020,724 Vested or expected to vest as of January 31, 2017 1,942,650 $ 3.93 7.64 $ 2,855,695 _______________ (1) The exercise prices range from $1.19 to $8.10 , of which 415,666 shares are between $1.19 and $2.00 per share, 578,463 shares are between $2.08 and $4.00 per share, and 1,106,351 shares are between $4.02 and $8.10 per share. (2) The exercise prices range from $1.19 to $8.10 , of which 66,747 shares are between $1.19 and $2.00 per share, 335,592 shares are between $2.08 and $4.00 per share, and 972,303 shares are between $4.02 and $8.10 per share. |
Schedule of Weighted-Average Assumptions | The fiscal 2016 and 2015 stock-based compensation was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for each fiscal year: 2016 2015 Expected life 6 years 6 years Risk-free interest rate 2.10 % 1.51 % Weighted average volatility factor 0.58 0.59 Dividend yield — — Forfeiture rate 22 % 30 % |
Schedule of Restricted Stock Award Activity | A summary of restricted stock award activity for fiscal 2016 and 2015 is presented below: Non-vested Number of Shares Weighted Average Grant Date Fair Value Non-vested balance at January 31, 2015 120,306 $ 4.31 Granted 118,180 2.62 Vested (120,306 ) 4.31 Forfeited (5,800 ) 4.31 Non-vested balance at January 31, 2016 112,380 $ 2.62 Granted 858,225 1.59 Vested (112,380 ) 2.56 Forfeited — — Non-vested balance at January 31, 2017 858,225 $ 1.59 |
Private Placement Investment (T
Private Placement Investment (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Schedule of Investment Allocation | The proceeds were allocated among the instruments based on their relative fair values as follows: Fair Value at August 16, 2012 Proceeds Allocation at August 16, 2012 Instruments: Series A Preferred Stock $ 9,907,820 $ 6,546,146 (1) Convertible subordinated notes payable 5,699,577 3,765,738 (2) Warrants 2,856,000 1,688,116 (3) Total investment $ 18,463,397 $ 12,000,000 _______________ (1) The Series A Preferred Stock convert on a 1 :1 basis into common stock, but differ in value from common stock due to the downside protection relative to common stock in the event the Company liquidates, and the downside protection, if, after four years, the holder has not converted and the stock is below $3.00 . The fair value of Series A Preferred Stock was determined using a Monte-Carlo simulation following a Geometric Brownian Motion, using the following assumptions: annual volatility of 75% , risk-free rate of 0.9% and dividend yield of 0.0% . The model also utilized the following assumptions to account for the conditions within the agreement: after four years, if the simulated common stock price fell below a price of $3.00 per share, the convertible preferred stock would automatically convert to common stock on a 1 :1 basis moving forward at a price of exactly $3.00 per share and a forced conversion if the simulated stock price exceeded $8.00 per share. (2) The fair value of convertible subordinated notes payable was determined based on its current yield as compared to that of those currently outstanding in the marketplace. Management reviewed the convertible note agreement and determined that the note's interest rate is a reasonable representative of a market rate; therefore the face or principal amount of the loan is a reasonable estimate of its fair value. (3) The fair value of the common stock warrants was determined using a Monte-Carlo simulation following a Geometric Brownian motion, using the following assumptions: annual volatility of 75% , risk-free rate of 0.9% , dividend yield of 0.0% and expected life of 5 years. Because the dilutive down-round financing was subject to stockholder approval, which had not happened at the time of the valuation, the model utilized the assumption that the down-round financing would not occur within the simulation. |
Series A Preferred Stock Activity | The following table sets forth the activity of the Series A Preferred Stock, classified as temporary equity, during the periods presented: Number of Shares Series A Preferred Stock Series A Preferred Stock, January 31, 2015 2,949,995 $ 6,637,978 Accretion of Preferred Stock discount — 1,336,072 Series A Preferred Stock, January 31, 2016 2,949,995 7,974,050 Accretion of Preferred Stock discount — 875,935 Series A Preferred Stock, January 31, 2017 2,949,995 $ 8,849,985 |
Schedule of Warrants Issued and Outstanding | The following table sets forth the warrants issued and outstanding as of January 31, 2017 : Number of Shares Issuable Weighted Average Exercise Price Warrants - private placement 1,200,000 $ 3.99 Warrants - placement agent 200,000 4.06 Total 1,400,000 $ 4.00 |
Organization and Description 32
Organization and Description of Business (Details) | 12 Months Ended |
Jan. 31, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Significant Accounting Polici33
Significant Accounting Policies - Additional Information (Details) | Dec. 13, 2013ft² | Apr. 30, 2016USD ($)shares | Oct. 31, 2014ft² | Jan. 31, 2017USD ($)segmentshares | Jan. 31, 2016USD ($)shares | Sep. 08, 2016USD ($) |
Allowance for Doubtful Accounts | ||||||
Allowance for doubtful accounts | $ 198,449 | $ 155,407 | ||||
Bad debt expense | 121,025 | 124,235 | ||||
Concessions Accrual | ||||||
Concessions Costs | 52,000 | 54,000 | ||||
Leases | ||||||
Property and equipment, net | 1,903,509 | 2,454,075 | ||||
Accumulated depreciation and amortization | 3,447,198 | 2,407,746 | ||||
Capitalized Software Development Costs | ||||||
Capitalized computer software, additions | $ 1,979,000 | 0 | ||||
Useful life of capitalized computer software | 5 years | |||||
Capitalized computer software, amortization | $ 2,771,437 | 3,073,479 | ||||
Research and development expense | 7,453,638 | 9,093,353 | ||||
Revenue Recognition | ||||||
Deferred professional costs | 500,000 | 571,000 | ||||
Accumulated amortization of deferred costs | 370,000 | 265,000 | ||||
Amortization of professional expenses | $ 254,000 | 136,000 | ||||
Goodwill and Intangible Assets | ||||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Severances | ||||||
Severance expenses | $ 360,000 | 43,000 | ||||
Equity Awards | ||||||
Share-based compensation expense | 1,787,367 | 2,386,490 | ||||
Income Taxes | ||||||
Reserves for uncertain tax positions and corresponding interest and penalties | $ 263,000 | $ 0 | ||||
Net Earnings (Loss) Per Common Share | ||||||
Preferred stock to common stock conversion ratio | 1 | |||||
Convertible Preferred Stock | ||||||
Net Earnings (Loss) Per Common Share | ||||||
Antidilutive securities (in shares) | shares | 2,949,995 | 2,949,995 | ||||
Restricted Stock | ||||||
Net Earnings (Loss) Per Common Share | ||||||
Antidilutive securities (in shares) | shares | 377,135 | 112,380 | ||||
Stock Options | ||||||
Net Earnings (Loss) Per Common Share | ||||||
Antidilutive securities (in shares) | shares | 2,100,480 | 2,411,879 | ||||
Warrant | ||||||
Net Earnings (Loss) Per Common Share | ||||||
Antidilutive securities (in shares) | shares | 1,400,000 | 1,400,000 | ||||
Employee Severance | ||||||
Severances | ||||||
Accrued severances | $ 9,000 | $ 26,000 | ||||
Minimum | ||||||
Goodwill and Intangible Assets | ||||||
Estimated useful life | 1 year | |||||
Maximum | ||||||
Goodwill and Intangible Assets | ||||||
Estimated useful life | 15 years | |||||
Interpoint Partners, LLC | ||||||
Leases | ||||||
Area under lease (sq. ft.) | ft² | 24,335 | |||||
Lease duration | 102 months | |||||
Duration of rent allowance | 8 months | |||||
Meta | ||||||
Leases | ||||||
Area under lease (sq. ft.) | ft² | 10,350 | |||||
Lease duration | 2 months | |||||
Duration of rent allowance | 63 months | |||||
Opportune IT | ||||||
Capitalized Software Development Costs | ||||||
Intangible assets | $ 650,000 | |||||
Assets Held under Capital Leases | ||||||
Leases | ||||||
Property and equipment, net | $ 134,000 | 1,652,000 | ||||
Accumulated depreciation and amortization | $ 104,000 | 1,166,000 | ||||
Restricted Stock Award | ||||||
Equity Awards | ||||||
Required service period | 1 year | |||||
Restricted Stock | ||||||
Equity Awards | ||||||
Shares surrendered for tax withholding (in shares) | shares | 8,241 | |||||
Tax withholding obligations | $ 12,000 | |||||
Shares awarded (in shares) | shares | 828,225 | |||||
Internally-developed software | Opportune IT | ||||||
Capitalized Software Development Costs | ||||||
Intangible assets | $ 350,000 | $ 350,000 | ||||
Credit Agreement | Senior term loan | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Deferred finance costs | 199,000 | |||||
Accumulated amortization, deferred finance costs | 155,000 | |||||
Accounting Standards Update 2015-03 | Deferred Financing Costs | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Deferred finance costs | $ (270,000) | |||||
Accounting Standards Update 2015-03 | Term Loan | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Deferred finance costs | $ 270,000 |
Significant Accounting Polici34
Significant Accounting Policies - Property, Plant, and Equipment (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Property, Plant and Equipment | ||
Depreciation expense | $ 1,099,957 | $ 1,245,400 |
Computer Equipment and Software | Minimum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 3 years | |
Computer Equipment and Software | Maximum | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 4 years | |
Office equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 5 years | |
Office furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, useful life | 7 years |
Significant Accounting Polici35
Significant Accounting Policies - Capitalized Software Development Costs (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounting Policies [Abstract] | ||
Cost of systems sales | $ 2,495,000 | $ 2,747,000 |
Cost of software as a service | 271,000 | 326,000 |
Cost of audit services | 5,000 | 0 |
Total amortization expense on internally-developed software | $ 2,771,437 | $ 3,073,479 |
Significant Accounting Polici36
Significant Accounting Policies Significant Accounting Policies - Fair Value of Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Jan. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Royalty liability | $ 2,351 | $ 2,292 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Royalty liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Royalty liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Royalty liability | 2,351 | 2,292 |
Warrant | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liability | 46 | 205 |
Warrant | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liability | 0 | 0 |
Warrant | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liability | 0 | 0 |
Warrant | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liability | $ 46 | $ 205 |
Significant Accounting Polici37
Significant Accounting Policies - Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net loss | $ (5,161,566) | $ (4,290,115) |
Less: deemed dividends on Series A Preferred Shares | (875,935) | (1,336,072) |
Net loss attributable to common shareholders | $ (6,037,501) | $ (5,626,187) |
Weighted average shares outstanding - Basic | 19,528,341 | 18,689,854 |
Stock options and restricted stock | 0 | 0 |
Weighted average shares outstanding - Diluted | 19,528,341 | 18,689,854 |
Basic net loss per common share (in dollars per share) | $ (0.31) | $ (0.30) |
Diluted net loss per common share (in dollars per share) | $ (0.31) | $ (0.30) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) | Dec. 01, 2016 | Sep. 08, 2016 | Nov. 21, 2014 | Feb. 03, 2014 | Oct. 25, 2013 | Nov. 01, 2012 | Aug. 16, 2012 | Jun. 15, 2012 | Dec. 07, 2011 | Aug. 31, 2015 | May 31, 2015 | Apr. 30, 2015 | Jan. 31, 2017 | May 31, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2012 |
Business Acquisition [Line Items] | |||||||||||||||||
Cash paid | $ 1,400,000 | $ 0 | |||||||||||||||
Common shares issued for convertible note and accrued interest (in shares) | 1,583,210 | ||||||||||||||||
Royalty liability | $ 2,350,754 | 2,350,754 | 2,291,888 | ||||||||||||||
Cash payment received from sale business | 2,000,000 | 0 | |||||||||||||||
Interpoint | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total purchase price | $ 5,124,000 | ||||||||||||||||
Cash paid | 2,124,000 | ||||||||||||||||
Common shares issued for convertible note and accrued interest (in shares) | 1,529,729 | ||||||||||||||||
Share price (in dollars per share) | $ 2 | ||||||||||||||||
Meta | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total purchase price | $ 14,790,000 | ||||||||||||||||
Cash paid | $ 13,288,000 | ||||||||||||||||
Share price (in dollars per share) | $ 4.07 | ||||||||||||||||
Issuance of common stock (in shares) | 393,086 | ||||||||||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||||||||||
Montefiore Medical Center | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash paid | $ 3,000,000 | ||||||||||||||||
Proprietary lease term | 15 years | ||||||||||||||||
Periodic royalty payment term | 6 years 6 months | ||||||||||||||||
Ongoing royalty payments | $ 3,000,000 | ||||||||||||||||
Royalty liability | 2,351,000 | $ 2,351,000 | $ 2,292,000 | ||||||||||||||
Unibased | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total purchase price | $ 6,500,000 | ||||||||||||||||
Proceeds received from escrow | $ 750,000 | ||||||||||||||||
Opportune IT | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Total purchase price | $ 1,400,000 | ||||||||||||||||
Cash paid | $ 1,400,000 | ||||||||||||||||
Looking Glass Patient Engagement | Disposal Group, Not Discontinued Operations | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash payment received from sale business | $ 2,000,000 | ||||||||||||||||
Pre-tax gain on sale of business | $ 238,000 | ||||||||||||||||
Credit Agreement | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Repayment of credit facility | $ 7,400,000 | ||||||||||||||||
Convertible Subordinated Note | Interpoint | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Convertible subordinated note issuance | $ 3,000,000 | ||||||||||||||||
Senior Notes | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Repayment of credit facility | $ 250,000 | $ 750,000 | |||||||||||||||
Senior Notes | Credit Agreement | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Repayment of credit facility | $ 500,000 | ||||||||||||||||
Senior Notes | Credit Agreement | Scenario, Forecast | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Repayment of credit facility | $ 500,000 |
Acquisitions and Divestitures39
Acquisitions and Divestitures - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 08, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Liabilities assumed: | |||
Cash paid | $ 1,400,000 | $ 0 | |
Opportune IT | |||
Assets purchased: | |||
Accounts receivable | $ 792,000 | ||
Other assets | 32,000 | ||
Intangible assets | 650,000 | ||
Total assets purchased | 1,824,000 | ||
Liabilities assumed: | |||
Accounts payable and accrued liabilities | 424,000 | ||
Net assets acquired | 1,400,000 | ||
Cash paid | 1,400,000 | ||
Internally-developed software | Opportune IT | |||
Assets purchased: | |||
Intangible assets | $ 350,000 | $ 350,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Oct. 19, 2012 | Aug. 16, 2012 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2012 |
Derivative [Line Items] | |||||
Warrants exercisable (in shares) (up to) | 1,200,000 | ||||
Exercise price (in USD per share) | $ 3.99 | ||||
Net of transaction costs, allocated to the warrants | $ 1,425,000 | ||||
Fair value of warrants | $ 46,191 | $ 205,113 | |||
Valuation adjustment for warrants liability | $ 158,922 | $ 1,629,267 | |||
Annual volatility | 62.60% | ||||
Risk-free rate | 0.50% | ||||
Dividend yield | 0.00% | ||||
Expected life | 1 year | ||||
Annual volatility | 60.10% | ||||
Risk-free rate | 0.60% | ||||
Dividend yield | $ 0 | ||||
Expected life | 2 years | ||||
Estimate of Fair Value | |||||
Derivative [Line Items] | |||||
Fair value of warrants | $ 46,000 | $ 205,000 | |||
Common Stock Warrant | |||||
Derivative [Line Items] | |||||
Warrants exercisable (in shares) (up to) | 1,400,000 | ||||
Exercise price (in USD per share) | $ 4 | ||||
Placement Agent | Common Stock Warrant | |||||
Derivative [Line Items] | |||||
Warrants exercisable (in shares) (up to) | 200,000 | ||||
Exercise price (in USD per share) | $ 4.06 | ||||
Annual volatility | 75.00% | ||||
Risk-free rate | 0.90% | ||||
Expected life | 5 years | ||||
Placement Agent | Common Stock Warrant | Estimate of Fair Value | |||||
Derivative [Line Items] | |||||
Fair value of warrants | $ 4,139,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 1,018 | |
2,018 | 1,050 | |
2,019 | 978 | |
2,020 | 515 | |
2,021 | 521 | |
Thereafter | 445 | |
Total | 4,527 | |
Rent and leasing expense | 1,271 | $ 1,274 |
Facilities | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | 1,007 | |
2,018 | 1,039 | |
2,019 | 967 | |
2,020 | 504 | |
2,021 | 519 | |
Thereafter | 445 | |
Total | 4,481 | |
Equipment | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,017 | 11 | |
2,018 | 11 | |
2,019 | 11 | |
2,020 | 11 | |
2,021 | 2 | |
Thereafter | 0 | |
Total | $ 46 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 15, 2015 | Nov. 21, 2014 | May 31, 2016 | Aug. 31, 2015 | May 31, 2015 | Jan. 31, 2017 | May 31, 2017 | Jan. 31, 2017 | Jan. 31, 2016 |
Debt Instrument [Line Items] | |||||||||
Payment of principal | $ 2,796,590 | $ 1,465,109 | |||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of credit facility | $ 250,000 | $ 750,000 | |||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee in connection with the term loan | 11,000 | ||||||||
Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of credit facility | $ 7,400,000 | ||||||||
Amortization of financing costs | 355,000 | ||||||||
Credit Agreement | Senior term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | 10,000,000 | ||||||||
Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | $ 5,000,000 | $ 5,000,000 | 5,000,000 | ||||||
Borrowings outstanding | 0 | 0 | |||||||
Credit Agreement | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of credit facility | 500,000 | ||||||||
Payment of principal | $ 1,738,000 | ||||||||
Minimum | LIBOR | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus | 4.25% | 4.25% | |||||||
Minimum | Base Rate | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus | 3.25% | 3.25% | |||||||
Maximum | LIBOR | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus | 6.25% | 5.25% | |||||||
Maximum | Base Rate | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing under the revolving loan bears interest at a rate equal to LIBOR plus | 5.25% | 4.25% | |||||||
April 16, 2015 through and including July 30, 2015 | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum liquidity | $ 6,500,000 | 6,500,000 | |||||||
January 31, 2017 | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum EBITDA level | $ 0 | ||||||||
Scenario, Forecast | Credit Agreement | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of credit facility | $ 500,000 |
Debt - Summary of Term Loan and
Debt - Summary of Term Loan and Line of Credit (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Jan. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 5,630 | $ 8,951 |
Less: Current portion | (747) | (1,266) |
Non-current portion of long-term debt | 4,883 | 7,685 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior term loan | 5,539 | 8,265 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Capital lease | $ 91 | $ 686 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Repayments of Long-Term Debt (Details) $ in Thousands | Jan. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Capital Leases, Payments Due by 2017 | $ 91 |
Total Payments Due by 2017 | 747 |
Capital Leases, Payments Due by 2018 | 0 |
Total Payments Due by 2018 | 656 |
Capital Leases, Payments Due by 2019 | 0 |
Total Payments Due by 2019 | 4,427 |
Capital Lease | 91 |
Total | 5,830 |
Senior Notes | |
Debt Instrument [Line Items] | |
Debt Payments Due by 2017 | 656 |
Debt Payments Due by 2018 | 656 |
Debt Payments Due by 2019 | 4,427 |
Long-term Debt | 5,739 |
Credit Agreement | Senior term loan | |
Debt Instrument [Line Items] | |
Deferred finance costs | $ 199 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Schedule of Goodwill Activity (Details) | 12 Months Ended |
Jan. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 16,184,667 |
Adjustments to goodwill related to sale of business during fiscal 2016 | (648,000) |
Goodwill, end of period | $ 15,537,281 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets - Schedule of Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Assets | $ 12,804 | $ 12,827 |
Accumulated Amortization | 5,807 | 4,672 |
Net Assets | $ 6,997 | 8,155 |
Minimum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 1 year | |
Maximum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 15 years | |
Client relationships | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Assets | $ 5,805 | 5,932 |
Accumulated Amortization | 2,692 | 2,220 |
Net Assets | $ 3,113 | $ 3,712 |
Client relationships | Minimum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 5 years | 10 years |
Client relationships | Maximum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 15 years | 15 years |
Trade name | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 1 year | |
Gross Assets | $ 26 | |
Accumulated Amortization | 26 | |
Net Assets | 0 | |
Covenants not to compete | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross Assets | $ 986 | 856 |
Accumulated Amortization | 744 | 667 |
Net Assets | $ 242 | $ 189 |
Covenants not to compete | Minimum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 6 months | 6 months |
Covenants not to compete | Maximum | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 15 years | 15 years |
Supplier agreements | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 5 years | 5 years |
Gross Assets | $ 1,582 | $ 1,582 |
Accumulated Amortization | 1,411 | 1,094 |
Net Assets | $ 171 | $ 488 |
License agreement | ||
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Estimated Useful Life | 15 years | 15 years |
Gross Assets | $ 4,431 | $ 4,431 |
Accumulated Amortization | 960 | 665 |
Net Assets | $ 3,471 | $ 3,766 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Jan. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 1,161 | |
2,018 | 937 | |
2,019 | 885 | |
2,020 | 823 | |
2,021 | 786 | |
Thereafter | 2,405 | |
Net Assets | $ 6,997 | $ 8,155 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Current tax (expense) benefit: | ||
Federal | $ 15,000 | $ 0 |
State | (2,976) | (17,578) |
Total current provision | 12,024 | (17,578) |
Deferred tax benefit: | ||
Federal | 0 | 8,838 |
State | 0 | 737 |
Total Deferred tax benefit | 0 | 9,575 |
Income tax (expense) benefit | $ 12,024 | $ (8,003) |
Income Taxes - Tax Provision at
Income Taxes - Tax Provision at Statutory Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
Federal tax benefit at statutory rate | $ 1,771,675 | $ 1,455,816 |
State and local taxes, net of federal benefit (expense) | 84,402 | (267,997) |
Change in valuation allowance | (2,134,096) | (1,629,786) |
Incentive stock options | (361,245) | (513,708) |
Escrow refund | 0 | 255,000 |
Change in fair value of warrants liability | 54,033 | 553,951 |
Goodwill basis difference recognized upon asset sale | (220,112) | 0 |
Section 162(m) disallowance | (22,647) | 0 |
Other | (23,272) | (28,914) |
Reserve for uncertain tax position | (262,525) | 0 |
Other | (186,814) | 167,635 |
Income tax (expense) benefit | 12,024 | (8,003) |
Federal | ||
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
R&D Credit | 1,045,453 | 0 |
State | ||
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
R&D Credit | $ 267,172 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Tax Carryforwards (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 72,886 | $ 58,379 |
Deferred revenue | 282,112 | 244,163 |
Accruals | 120,165 | 203,291 |
Net operating loss carryforwards | 15,141,861 | 15,179,685 |
Stock compensation expense | 501,120 | 592,654 |
Property and equipment | 132,934 | 78,295 |
AMT credit | 102,144 | 102,144 |
R&D credit | 1,050,100 | 0 |
Other | 106,833 | 17,794 |
Total deferred tax assets | 17,510,155 | 16,476,405 |
Valuation allowance | (16,318,124) | (14,184,030) |
Net deferred tax assets | 1,192,031 | 2,292,375 |
Deferred tax liabilities: | ||
Definite-lived intangible assets | (1,192,031) | (2,292,375) |
Total deferred tax liabilities | (1,192,031) | (2,292,375) |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 16,318,124 | $ 14,184,030 |
Change in valuation allowance | 2,134,096 | 1,629,786 |
Unrecognized operating loss carryforwards for stock options | 1,592,000 | |
Unrecognized deferred tax asset for operating loss carryforwards for stock options | 588,000 | |
Reserves for uncertain tax positions and corresponding interest and penalties | 263,000 | 0 |
Accrued interest and penalties | 0 | $ 0 |
Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 44,293,000 | |
Change in valuation allowance | 2,134,000 | |
Internal Revenue Service (IRS) | Alternative Minimum Tax | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 39,909,000 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards, subject to expire next twenty fiscal years | $ 14,889,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Beginning of fiscal year | $ 0 | $ 0 |
Additions for tax positions for the current year | 59,000 | 0 |
Additions for tax positions of prior years | 231,000 | 0 |
End of fiscal year | $ 290,000 | $ 0 |
Major Clients - (Details)
Major Clients - (Details) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Three Customers | ||
Concentration Risk | ||
Concentration risk, percentage | 11.00% | |
Customer A | ||
Concentration Risk | ||
Concentration risk, percentage | 13.00% | |
Customer B | ||
Concentration Risk | ||
Concentration risk, percentage | 12.00% |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Matching contribution percent (up to) | 100.00% | |
Maximum contribution as a percent of participant compensation | 4.00% | |
Defined contribution plan, cost recognized | $ 541 | $ 499 |
Employee Stock Purchase Plan (D
Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2017 | Jan. 03, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Closing price | $ 1.30 | ||||
$1.02 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Closing price | $ 1.19 | ||||
$2.38 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Closing price | 1.19 | ||||
$1.20 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Closing price | $ 2.08 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of shares authorized to be purchased under Employee Stock Purchase Plan (in shares) | 1,000,000 | ||||
Employee Stock Purchase Plan, maximum annual contribution per employee, percent | 10.00% | ||||
Employee Stock Purchase Plan, percent of fair market value, prior year | 85.00% | ||||
Employee Stock Purchase Plan, percent of fair market value, current year | 85.00% | ||||
Shares remaining available for grant (in shares) | 502,547 | ||||
Allocated share-based compensation expense | $ 5 | $ 20 | |||
Cash received from purchase of shares under Employee Stock Purchase Plan | $ 26 | $ 115 | |||
Employee Stock Purchase Plan | $1.02 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock purchased during period, shares, Employee Stock Purchase Plan (in shares) | 25,617 | ||||
Stock purchased during period, price per share, Employee Stock Purchase Plan (in USD per share) | $ 1.02 | ||||
Employee Stock Purchase Plan | $2.38 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock purchased during period, shares, Employee Stock Purchase Plan (in shares) | 27,071 | ||||
Stock purchased during period, price per share, Employee Stock Purchase Plan (in USD per share) | $ 2.38 | ||||
Employee Stock Purchase Plan | $1.20 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock purchased during period, shares, Employee Stock Purchase Plan (in shares) | 42,050 | ||||
Stock purchased during period, price per share, Employee Stock Purchase Plan (in USD per share) | $ 1.20 | ||||
Scenario, Forecast | Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Purchase price discount | 85.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 03, 2017$ / shares | Jan. 31, 2017USD ($)$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price range, lower range limit (in USD per share) | $ / shares | $ 1.30 | |||
Weighted average period of recognition for compensation cost | 6 months | |||
Cash received from the exercise of options | $ | $ 0 | $ 161 | ||
Cash received from purchases pursuant to the Employee Stock Purchase Plan | $ | $ 26 | $ 115 | ||
Change in control percentage | 0.2 | |||
$1.53 to $8.17 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Exercise price range, lower range limit (in USD per share) | $ / shares | $ 1.19 | |||
Exercise price range, upper range limit (in USD per share) | $ / shares | $ 8.1 | |||
$1.53 to $2.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Options outstanding | 415,666 | |||
Exercise price range, lower range limit (in USD per share) | $ / shares | $ 1.19 | |||
Exercise price range, upper range limit (in USD per share) | $ / shares | $ 2 | |||
Options exercisable (in shares) | 66,747 | |||
$2.08 to $4.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Options outstanding | 578,463 | |||
Exercise price range, lower range limit (in USD per share) | $ / shares | $ 2.08 | |||
Exercise price range, upper range limit (in USD per share) | $ / shares | $ 4 | |||
Options exercisable (in shares) | 335,592 | |||
$4.02 to $8.17 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Options outstanding | 1,106,351 | |||
Exercise price range, lower range limit (in USD per share) | $ / shares | $ 4.02 | |||
Exercise price range, upper range limit (in USD per share) | $ / shares | $ 8.1 | |||
Options exercisable (in shares) | 972,303 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Options outstanding | 2,100,480 | 2,411,879 | ||
Options issued (in shares) | 416,525 | |||
Options expired (in shares) | 342,502 | |||
Options forfeited (in shares) | 385,422 | |||
Options exercised (in shares) | 0 | |||
Options exercisable (in shares) | 1,374,642 | |||
Weighted average grant date fair value (in USD per share) | $ / shares | $ 0.79 | $ 1.64 | ||
Total intrinsic value | $ | $ 0 | $ 125 | ||
Compensation cost not yet recognized | $ | 564 | |||
Allocated share-based compensation expense | $ | $ 1,321 | 1,783 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Weighted average period of recognition for compensation cost | 2 years 1 month 6 days | |||
Allocated share-based compensation expense | $ | $ 466 | $ 582 | ||
Compensation cost not yet recognized | $ | $ 872 | |||
2013 Incentive Compensation Plan | Blended Equity Awards (Stock Options, Stock Appreciation Rights, Resticted Stock) | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized to issue (not to exceed) | 2,000,000 | |||
Term of options granted (or less) | 10 years | |||
Vesting period | 3 years | |||
Options outstanding | 1,800,480 | 2,186,879 | ||
2013 Incentive Compensation Plan | SAR's | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
SAR's outstanding (in shares) | 0 | |||
2013 Incentive Compensation Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 1 year | |||
Executive Inducement Grants | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Options outstanding | 300,000 | 225,000 | ||
Options issued (in shares) | 75,000 | 0 | ||
Options expired (in shares) | 0 | 405,417 | ||
Options forfeited (in shares) | 0 | 69,583 | ||
Options exercised (in shares) | 0 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options | 12 Months Ended |
Jan. 31, 2017USD ($)$ / sharesshares | |
Options | |
Outstanding - beginning of year (in shares) | shares | 2,411,879 |
Granted (in shares) | shares | 416,525 |
Exercised (in shares) | shares | 0 |
Expired (in shares) | shares | (342,502) |
Forfeited (in shares) | shares | (385,422) |
Outstanding - end of year (in shares) | shares | 2,100,480 |
Options exercisable (in shares) | shares | 1,374,642 |
Vested or expected to vest - end of year (in shares) | shares | 1,942,650 |
Weighted Average Exercise Price | |
Outstanding - beginning of year (USD per share) | $ / shares | $ 4.16 |
Granted (USD per share) | $ / shares | 2.02 |
Exercised (USD per share) | $ / shares | 0 |
Expired (USD per share) | $ / shares | 4.20 |
Forfeited (USD per share) | $ / shares | 3.67 |
Outstanding - end of year (USD per share) | $ / shares | 3.82 |
Weighted Average Exercise Price, Exercisable - end of year (USD per share) | $ / shares | 4.55 |
Weighted Average Exercise Price, Vested or expected to vest - end of year (USD per share) | $ / shares | $ 3.93 |
Remaining Life in Years, Outstanding | 7 years 8 months 19 days |
Remaining Life in Years, Exercisable | 7 years 2 months 12 days |
Remaining Life in Years, Vested or expected to vest | 7 years 7 months 21 days |
Aggregate intrinsic value of outstanding options at year end | $ | $ 3,087,706 |
Aggregate intrinsic value of exercisable options at year end | $ | 2,020,724 |
Aggregate intrinsic value of options vested or expected to vest at year end | $ | $ 2,855,695 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Expected life | 6 years | 6 years |
Risk-free interest rate | 2.10% | 1.51% |
Weighted average volatility factor | 58.00% | 59.00% |
Dividend yield | $ 0 | $ 0 |
Forfeiture rate | 22.00% | 30.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Non-vested Number of Shares | ||
Non-vested number of shares, beginning of period (in shares) | 112,380 | 120,306 |
Granted (in shares) | 858,225 | 118,180 |
Vested (in shares) | (112,380) | (120,306) |
Forfeited (in shares) | 0 | (5,800) |
Non-vested number of shares, end of period (in shares) | 858,225 | 112,380 |
Weighted Average Grant Date Fair Value | ||
Non-vested at beginning of period (USD per share) | $ 2.62 | $ 4.31 |
Granted (USD per share) | 1.59 | 2.62 |
Vested (USD per share) | 2.56 | 4.31 |
Forfeited (USD per share) | 0 | 4.31 |
Non-vested at end of period (USD per share) | $ 1.59 | $ 2.62 |
Private Placement Investment -
Private Placement Investment - Additional Information (Details) - USD ($) | Nov. 01, 2012 | Aug. 16, 2012 | Jan. 31, 2017 | Jan. 31, 2016 |
Class of Stock [Line Items] | ||||
Warrants exercisable (in shares) | 1,200,000 | |||
Exercise price (in USD per share) | $ 3.99 | |||
Common shares issued for convertible note and accrued interest (in shares) | 1,583,210 | |||
Warrants exercised (in shares) | 0 | 0 | ||
Warrants canceled (in shares) | 0 | 0 | ||
Common Stock Warrant | ||||
Class of Stock [Line Items] | ||||
Warrants exercisable (in shares) | 1,400,000 | |||
Exercise price (in USD per share) | $ 4 | |||
Convertible Subordinated Notes Payable | ||||
Class of Stock [Line Items] | ||||
Convertible notes payable | $ 5,699,577 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Proceeds allocation | $ 12,000,000 | |||
Placement and other advisor fees | 1,894,000 | |||
Cost of warrants issued | 754,000 | |||
Deferred finance costs | 611,000 | |||
Issuance of common stock warrants | 263,000 | |||
Private Placement | Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Proceeds allocation | $ 6,546,146 | |||
Issuance of common stock (in shares) | 2,416,785 | |||
Preferred stock dividend rate (as a percent) | 0.00% | |||
Share price (in USD per share) | $ 3 | $ 8 | ||
Common shares issued for convertible note and accrued interest (in shares) | 1,583,210 | |||
Preferred stock, discount on shares | $ 1,020,000 | $ 4,410,000 | ||
Private Placement | Common Stock Warrant | ||||
Class of Stock [Line Items] | ||||
Proceeds allocation | $ 1,688,116 | |||
Warrants exercisable (in shares) | 1,200,000 | |||
Exercise price (in USD per share) | $ 3.99 | |||
Private Placement | Convertible Subordinated Notes Payable | ||||
Class of Stock [Line Items] | ||||
Proceeds allocation | $ 3,765,738 | |||
Convertible notes payable | $ 5,699,577 |
Private Placement Investment 61
Private Placement Investment - Schedule of Investment Allocation (Details) - USD ($) | Nov. 01, 2012 | Aug. 16, 2012 | Jan. 31, 2017 | Jan. 31, 2016 |
Instruments: | ||||
Annual volatility | 60.10% | |||
Risk-free rate | 0.60% | |||
Expected life | 2 years | |||
Series A Preferred Stock | ||||
Instruments: | ||||
Maximum conversion period | 4 years | |||
Private Placement | ||||
Instruments: | ||||
Total investment, Fair Value | $ 18,463,397 | |||
Proceeds allocation | 12,000,000 | |||
Private Placement | Common Stock Warrant | ||||
Instruments: | ||||
Warrants, Fair Value | 2,856,000 | |||
Proceeds allocation | $ 1,688,116 | |||
Annual volatility | 75.00% | |||
Risk-free rate | 0.90% | |||
Dividend yield | 0.00% | |||
Expected life | 5 years | |||
Private Placement | Convertible Subordinated Notes Payable | ||||
Instruments: | ||||
Convertible subordinated notes payable, Fair Value | $ 5,699,577 | |||
Proceeds allocation | 3,765,738 | |||
Private Placement | Series A Preferred Stock | ||||
Instruments: | ||||
Series A Preferred Stock, Fair Value | 9,907,820 | |||
Proceeds allocation | $ 6,546,146 | |||
Conversion basis (in shares) | 1 | |||
Maximum conversion period | 4 years | |||
Stock price at time of conversion (in USD per share) | $ 3 | |||
Annual volatility | 75.00% | |||
Risk-free rate | 0.90% | |||
Dividend yield | 0.00% | |||
Private Placement | Minimum | Series A Preferred Stock | ||||
Instruments: | ||||
Stock price at time of conversion (in USD per share) | $ 3 | |||
Private Placement | Maximum | Series A Preferred Stock | ||||
Instruments: | ||||
Stock price at time of conversion (in USD per share) | $ 8 |
Private Placement Investment 62
Private Placement Investment - Series A Convertible Preferred Stock Narrative (Details) - USD ($) | Nov. 01, 2012 | Aug. 16, 2012 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2014 | Aug. 31, 2016 | Jan. 31, 2015 |
Class of Stock [Line Items] | |||||||
Common shares issued for convertible note and accrued interest (in shares) | 1,583,210 | ||||||
Annual volatility | 60.10% | ||||||
Risk-free rate | 0.60% | ||||||
Redemption price per share (in USD per share) | $ 3 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Accretion of Preferred Stock discount | $ 875,935 | $ 1,336,072 | |||||
Maximum conversion period | 4 years | ||||||
Shares converted (in shares) | 1,050,000 | ||||||
Amount converted | $ 3,150,000 | ||||||
Convertible redeemable preferred stock, shares outstanding (in shares) | 2,949,995 | 2,949,995 | 2,949,995 | ||||
Convertible Subordinated Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Convertible notes payable | $ 5,699,577 | ||||||
Convertible Notes to Preferred Stock | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in USD per share) | $ 5.80 | ||||||
Conversion basis (in shares) | 1 | ||||||
Loss upon conversion | $ 5,913,000 | ||||||
Issuance of shares at redemption value for conversion of notes payable | 9,183,000 | ||||||
Carrying value and unamortized deferred financing costs | 3,270,000 | ||||||
Aggregate redemption value | 4,750,000 | ||||||
Difference between fair value and redemption value recorded as additional paid in capital | $ 4,433,000 | ||||||
Annual volatility | 75.00% | ||||||
Risk-free rate | 0.80% | ||||||
Dividend yield | 0.00% | ||||||
Private Placement | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
New issuance of series A convertible preferred stock (in shares) | 2,416,785 | ||||||
Preferred stock, par value (in USD per share) | $ 3 | ||||||
Conversion basis (in shares) | 1 | ||||||
Common stock, market value per share (in USD per share) | $ 3.82 | ||||||
Period over which share price is evaluated | 10 days | ||||||
Share price (in USD per share) | $ 3 | $ 8 | |||||
Period over which trade volume is evaluated | 60 days | ||||||
Average daily trading volume for period (in shares) | 100,000 | ||||||
Stock price at time of conversion (in USD per share) | $ 3 | ||||||
Preferred stock, discount on shares | $ 1,020,000 | $ 4,410,000 | |||||
Beneficial conversion feature | $ 2,686,000 | ||||||
Common shares issued for convertible note and accrued interest (in shares) | 1,583,210 | ||||||
Annual volatility | 75.00% | ||||||
Risk-free rate | 0.90% | ||||||
Dividend yield | 0.00% | ||||||
Maximum conversion period | 4 years | ||||||
Private Placement | Convertible Subordinated Notes Payable | |||||||
Class of Stock [Line Items] | |||||||
Convertible notes payable | $ 5,699,577 | ||||||
Minimum | Convertible Notes to Preferred Stock | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Stock price at time of conversion (in USD per share) | $ 3 | ||||||
Minimum | Private Placement | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Stock price at time of conversion (in USD per share) | $ 3 | ||||||
Maximum | Convertible Notes to Preferred Stock | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Stock price at time of conversion (in USD per share) | $ 8 | ||||||
Maximum | Private Placement | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Stock price at time of conversion (in USD per share) | $ 8 |
Private Placement Investment 63
Private Placement Investment - Schedule of Series A Preferred Stock Activity (Details) - Series A Preferred Stock - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Increase (Decrease) in Shares of Temporaty Equity [Roll Forward] | ||
Beginning Balance (in shares) | 2,949,995 | 2,949,995 |
Period End Balance (in shares) | 2,949,995 | 2,949,995 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 7,974,050 | $ 6,637,978 |
Accretion of Preferred Stock discount | 875,935 | 1,336,072 |
Period end balance | $ 8,849,985 | $ 7,974,050 |
Private Placement Investment 64
Private Placement Investment - Common Stock Warrants Narrative (Details) - USD ($) | Oct. 19, 2012 | Aug. 16, 2012 | Jan. 31, 2016 | Jan. 31, 2017 | Oct. 31, 2012 |
Class of Stock [Line Items] | |||||
Warrants exercisable (in shares) | 1,200,000 | ||||
Weighted average exercise price (in USD per share) | $ 3.99 | ||||
Net of transaction costs, allocated to the warrants | $ 1,425,000 | ||||
Annual volatility | 60.10% | ||||
Risk-free rate | 0.60% | ||||
Expected life | 2 years | ||||
Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants exercisable (in shares) | 1,400,000 | ||||
Weighted average exercise price (in USD per share) | $ 4 | ||||
Private Placement | Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants exercisable (in shares) | 1,200,000 | ||||
Weighted average exercise price (in USD per share) | $ 3.99 | ||||
Net of transaction costs, allocated to the warrants | $ 1,425,000 | ||||
Fair value of warrants | $ 2,856,000 | ||||
Annual volatility | 75.00% | ||||
Risk-free rate | 0.90% | ||||
Dividend yield | 0.00% | ||||
Expected life | 5 years | ||||
Placement Agent | Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants exercisable (in shares) | 200,000 | ||||
Weighted average exercise price (in USD per share) | $ 4.06 | ||||
Fair value of warrants | $ 754,000 | ||||
Annual volatility | 75.00% | ||||
Risk-free rate | 0.90% | ||||
Dividend yield | 0.00% | ||||
Expected life | 5 years | ||||
Estimate of Fair Value | Private Placement | Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Derivative liability | $ 205,000 | $ 46,000 | |||
Estimate of Fair Value | Placement Agent | Common Stock Warrant | |||||
Class of Stock [Line Items] | |||||
Derivative liability | $ 4,139,000 |
Private Placement Investment 65
Private Placement Investment - Schedule of Warrants Issued and Outstanding (Details) - $ / shares | Jan. 31, 2017 | Aug. 16, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares issuable (in shares) | 1,200,000 | |
Weighted average exercise price (in USD per share) | $ 3.99 | |
Common Stock Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares issuable (in shares) | 1,400,000 | |
Weighted average exercise price (in USD per share) | $ 4 | |
Private Placement | Common Stock Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares issuable (in shares) | 1,200,000 | |
Weighted average exercise price (in USD per share) | $ 3.99 | |
Placement Agent | Common Stock Warrant | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares issuable (in shares) | 200,000 | |
Weighted average exercise price (in USD per share) | $ 4.06 |
Schedule II - Valuation and Q66
Schedule II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 155,407 | |
Charged to Costs and Expenses | 158,922 | $ 1,629,267 |
Balance at End of Period | 198,449 | 155,407 |
Allowance for doubtful accounts | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 155,000 | 666,000 |
Charged to Costs and Expenses | 121,000 | 48,000 |
Charged to Other Accounts | 17,000 | 0 |
Deductions | (95,000) | (559,000) |
Balance at End of Period | $ 198,000 | $ 155,000 |