Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2010
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-28132
STREAMLINE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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31-1455414 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
(513) 794-7100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Number of shares of Registrants Common Stock ($.01 par value per share) issued and
outstanding, as of December 9, 2010: 9,796,517.
PART I. FINANCIAL INFORMATION
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Item 1. |
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
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(Unaudited) |
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(Audited) |
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October 31, |
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January 31, |
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2010 |
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2010 |
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Current assets: |
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Cash and cash equivalents |
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$ |
665,472 |
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$ |
1,025,173 |
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Accounts receivable, net of allowance for doubtful
accounts of $100,000 |
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2,408,822 |
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1,922,279 |
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Contract receivables |
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705,472 |
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1,182,308 |
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Prepaid hardware and third party software for future delivery |
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204,263 |
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149,281 |
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Prepaid other, including prepaid customer maintenance contracts |
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1,121,857 |
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1,363,332 |
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Deferred income taxes |
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224,000 |
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224,000 |
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Total current assets |
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5,329,886 |
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5,866,373 |
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Property and equipment: |
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Computer equipment |
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3,162,406 |
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2,987,039 |
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Computer software |
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1,979,869 |
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1,816,397 |
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Office furniture, fixtures and equipment |
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747,867 |
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747,867 |
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Leasehold improvements |
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639,864 |
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574,257 |
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6,530,006 |
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6,125,560 |
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Accumulated depreciation and amortization |
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(4,951,522 |
) |
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(4,344,432 |
) |
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1,578,484 |
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1,781,128 |
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Contract receivables, less current portion |
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243,635 |
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146,093 |
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Capitalized software development costs, net of accumulated
amortization of $12,312,492 and $10,411,828, respectively |
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8,090,628 |
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8,049,292 |
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Other, including deferred income taxes of $1,651,000 |
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1,674,876 |
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1,681,661 |
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$ |
16,917,509 |
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$ |
17,524,547 |
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See Notes to Condensed Consolidated Financial Statements.
3
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Liabilities and Stockholders Equity
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(Unaudited) |
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(Audited) |
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October 31, |
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January 31, |
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2010 |
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2010 |
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Current liabilities: |
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Accounts payable |
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$ |
382,823 |
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$ |
887,928 |
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Accrued compensation |
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650,027 |
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559,235 |
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Accrued other expenses |
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485,862 |
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476,504 |
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Line of credit, current |
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2,400,000 |
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Current portion of capital lease obligation |
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209,060 |
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249,309 |
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Current portion of deferred revenues |
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4,530,436 |
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4,956,303 |
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Total current liabilities |
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8,658,208 |
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7,129,279 |
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Line of credit, non-current |
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900,000 |
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Deferred revenues, less current portion |
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109,498 |
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602,239 |
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Capital lease obligation, less current portion |
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24,217 |
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161,666 |
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Accrued other expenses, non-current |
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7,763 |
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Total liabilities |
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8,799,686 |
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8,793,184 |
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Stockholders equity: |
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Convertible redeemable preferred stock, $.01 par value per share
5,000,000 shares authorized, no shares issued |
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Common stock, $.01 par value per share, 25,000,000 shares
authorized, 9,767,284 and 9,436,824 shares issued, respectively |
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97,673 |
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94,368 |
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Additional paid in capital |
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36,706,649 |
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36,160,126 |
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Accumulated other comprehensive income |
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5,620 |
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Accumulated deficit |
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(28,686,499 |
) |
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(27,528,751 |
) |
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Total stockholders equity |
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8,117,823 |
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8,731,363 |
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$ |
16,917,509 |
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$ |
17,524,547 |
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See Notes to Condensed Consolidated Financial Statements.
4
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended October 31,
(Unaudited)
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Three Months |
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Nine Months |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenues: |
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Systems sales |
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$ |
579,332 |
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$ |
169,801 |
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$ |
1,690,650 |
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$ |
957,384 |
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Services, maintenance and support |
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2,989,610 |
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3,006,002 |
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8,364,120 |
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8,522,975 |
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Application-hosting services |
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901,934 |
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930,242 |
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2,636,599 |
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2,445,978 |
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Total revenues |
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4,470,876 |
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4,106,045 |
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12,691,369 |
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11,926,337 |
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Operating expenses: |
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Cost of systems sales |
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737,385 |
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658,294 |
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2,255,780 |
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2,091,989 |
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Cost of services, maintenance and support |
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1,347,055 |
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1,317,619 |
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4,108,043 |
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3,697,735 |
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Cost of application-hosting services |
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480,327 |
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407,953 |
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1,409,453 |
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1,203,606 |
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Selling, general and administrative |
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1,361,657 |
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1,540,745 |
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4,565,097 |
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4,010,877 |
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Product research and development |
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400,133 |
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466,455 |
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1,437,451 |
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1,196,645 |
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Total operating expenses |
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4,326,557 |
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4,391,066 |
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13,775,824 |
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12,200,852 |
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Operating profit (loss) |
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144,319 |
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(285,021 |
) |
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(1,084,455 |
) |
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(274,515 |
) |
Other income (expense): |
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Interest expense |
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(31,585 |
) |
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(12,137 |
) |
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(87,921 |
) |
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(30,254 |
) |
Other income (expense) |
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(13,158 |
) |
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1,387 |
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29,628 |
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20,390 |
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Earnings (loss) before taxes |
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99,576 |
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(295,771 |
) |
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(1,142,748 |
) |
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(284,379 |
) |
Income taxes |
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(5,000 |
) |
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(15,000 |
) |
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(13,000 |
) |
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Net earnings (loss) |
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$ |
94,576 |
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$ |
(295,771 |
) |
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$ |
(1,157,748 |
) |
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$ |
(297,379 |
) |
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Basic net earnings (loss) per common share |
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$ |
0.01 |
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$ |
(0.03 |
) |
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$ |
(0.12 |
) |
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$ |
(0.03 |
) |
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Diluted net earnings (loss) per common
share |
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$ |
0.01 |
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$ |
(0.03 |
) |
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$ |
(0.12 |
) |
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$ |
(0.03 |
) |
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Number of shares used in per common share
computations: |
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Basic |
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9,536,051 |
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9,423,211 |
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9,486,233 |
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9,385,969 |
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Diluted |
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9,544,183 |
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9,423,211 |
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9,486,233 |
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9,385,969 |
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See Notes to Condensed Consolidated Financial Statements.
5
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended October 31,
(Unaudited)
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2010 |
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2009 |
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Operating activities: |
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Net loss |
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$ |
(1,157,748 |
) |
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$ |
(297,379 |
) |
Adjustments to reconcile net earnings (loss) to net cash
(used in) provided by operating activities: |
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Loss on disposal of fixed assets |
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|
4,308 |
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Long-term lease incentive |
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(48,842 |
) |
Depreciation and amortization |
|
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2,550,778 |
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|
2,039,232 |
|
Share-based compensation |
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|
414,486 |
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|
204,259 |
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Changes in assets and liabilities: |
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Accounts and contract receivables |
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(107,249 |
) |
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|
1,704 |
|
Other current assets |
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|
180,874 |
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|
4,950 |
|
Accounts payable and accrued expenses |
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(405,364 |
) |
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|
(231,355 |
) |
Deferred revenues |
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(918,608 |
) |
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(1,859,963 |
) |
|
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|
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Net cash provided by (used in) operating activities |
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|
557,169 |
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(183,086 |
) |
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Investing activities: |
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Purchases of property and equipment |
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(447,470 |
) |
|
|
(464,395 |
) |
Capitalization of software development costs |
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(1,942,000 |
) |
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|
(2,879,000 |
) |
Other |
|
|
6,785 |
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|
24,805 |
|
|
|
|
|
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Net cash used in investing activities |
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(2,382,685 |
) |
|
|
(3,318,590 |
) |
|
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Financing activities: |
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Proceeds from stock purchase plan and exercise of stock
options |
|
|
135,341 |
|
|
|
65,900 |
|
Proceeds from municipal incentive agreement |
|
|
8,172 |
|
|
|
|
|
Net change in bank line of credit |
|
|
1,500,000 |
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|
1,100,000 |
|
Payments on capital lease |
|
|
(177,698 |
) |
|
|
|
|
|
|
|
|
|
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|
Net cash provided by financing activities |
|
|
1,465,815 |
|
|
|
1,165,900 |
|
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|
|
|
|
|
|
|
|
|
|
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|
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Decrease in cash and cash equivalents |
|
|
(359,701 |
) |
|
|
(2,335,776 |
) |
Cash and cash equivalents at beginning of period |
|
|
1,025,173 |
|
|
|
3,128,801 |
|
|
|
|
|
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Cash and cash equivalents at end of period |
|
$ |
665,472 |
|
|
$ |
793,025 |
|
|
|
|
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|
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|
|
|
|
|
|
|
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Supplemental cash flow disclosures: |
|
|
|
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Interest paid |
|
$ |
87,639 |
|
|
$ |
24,899 |
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
54,741 |
|
|
$ |
10,584 |
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
6
STREAMLINE HEALTH SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by
Streamline Health Solutions, Inc. (Streamline Health® or the Company), pursuant to the
rules and regulations applicable to quarterly reports on Form 10-Q of the U. S. Securities and
Exchange Commission. Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although the Company believes that
the disclosures made are adequate to make the information not misleading. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the Condensed Consolidated Financial Statements have been included. These
Condensed Consolidated Financial Statements should be read in conjunction with the financial
statements and notes thereto included in the most recent Streamline Health Solutions, Inc. Annual
Report on Form 10-K, Commission File Number 0-28132. Operating results for the three and nine
months ended October 31, 2010, are not necessarily indicative of the results that may be expected
for the fiscal year ending January 31, 2011.
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Companys significant accounting policies is presented beginning on page 45 of its
fiscal year 2010 Annual Report on Form 10-K. Users of financial information for interim periods
are encouraged to refer to the footnotes contained in the Annual Report when reviewing interim
financial results.
Useful Lives of Capitalized Software Development Costs
In the fourth quarter of fiscal 2009 the Company made its fifth generation software, accessANYware
5.0, generally available. In the first quarter of fiscal 2010, subsequent to the release, the
Company completed a review by product of the estimated useful lives of its capitalized software
development costs. After reviewing strategic plans, analyzing the historical useful life of the
software products, forecasting product life cycles and demand expectations, the Company assigned a
five year estimated useful life for costs capitalized for accessANYware 5.x products, and revised
the estimated useful lives of certain other products from three years to five years.
The product life cycle for accessANYware versions prior to 5.x, have lasted longer than five years.
Historical product and customer data shows that many customers remain on the same primary version
for five years or more after purchase, or product support and development continue for five years
or more. The Company expects the accessANYware 5.x products to also have a five year or longer
product life cycle based on this historical data, and the estimated product development lifecycle.
In addition, the useful life of the unamortized balance of development costs for prior
accessANYware versions should also reflect an approximate five
year life from their documented general release dates. The Company intends to actively sell and
support these products for a minimum five years while 5.x products are being rolled out. This same
policy will be applied to FolderView as it is generally a primary add-on component to prior
accessANYware versions, and has had a similar historical life cycle. FolderView will be embedded
into version 5.1. Upon Company review of the revenue projections, the estimated life cycle of
accessANYware 5.x products, and the remaining life cycle for prior accessANYware and FolderView
releases, a five year estimated life is reasonable and proper.
7
The Company accounted for the change in useful life as a change in accounting estimate which is
accounted for on a prospective basis effective February 1, 2010. For the three and nine months
ended October 31, 2010 the change resulted in a reduction of amortization expense of approximately
$251,000 and $753,000, respectively; an increase in income from continuing operations and net
income of $251,000 and $753,000, respectively; and an increase in basic and diluted earnings (loss)
per share of $0.03 and $0.08, respectively. Amortization expense for capitalized software
development costs is included in cost of system sales in the consolidated statement of operations.
NOTE C EQUITY AWARDS
Compensation expense is recognized over the requisite service period for awards of equity
instruments to employees based on the grant-date fair value of those awards expected to ultimately
vest (with limited exceptions). Forfeitures are estimated on the date of the grant and revised if
actual or expected forfeiture activity differs materially from original estimates.
During the nine months ended October 31, 2010, the Company granted 139,916 options with a weighted
average exercise price of $1.98 per share. During the same period 80,400 options expired with an
average exercise price of $2.03 per share and 92,000 options were exercised under all plans at an
average exercise price of $1.05 per share.
The fair value of each option grant during the quarter ended October 31, 2010 was estimated at the
date of the grants using a Black-Scholes option pricing model with the following weighted average
assumptions: risk-free interest rate of 2.50%, a dividend yield of zero percent; and a current
weighted average volatility factor of the expected market price of Streamline Healths Common Stock
of 0.541 in 2010. The weighted average expected life of stock options is five years and have a
forfeiture rate of zero.
During the first nine months of the current fiscal year, the Company granted 208,541 restricted
stock shares with a weighted average fair value of $1.94 per share. These shares are subject to
the 2005 Incentive Compensation Plan as amended, and are granted to certain independent members of
the Board of Directors and employees. The shares have an approximate one-year restriction period.
During the same period 25,422 restricted shares had their restriction period lapse; these shares
had a weighted average fair value of $2.95 per share. In addition, 3,347 shares were forfeited
prior to the lapse of the restriction period; these shares had a weighted average fair value of
$2.00 per share.
8
NOTE D EARNINGS PER SHARE
The basic earnings (loss) per common share are calculated using the weighted average number of
common shares outstanding during the period.
The fiscal 2010 and 2009 diluted net earnings (loss) per common share calculation, excludes the
effect of some common stock equivalents, as the inclusion thereof would be anti-dilutive. The
following table details the share amounts, as of the end of the third quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Stock options (1) |
|
|
593,398 |
|
|
|
642,882 |
|
|
|
605,398 |
|
|
|
642,882 |
|
Restricted stock (2) |
|
|
217,048 |
|
|
|
25,422 |
|
|
|
217,048 |
|
|
|
25,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total anti-dilutive shares excluded |
|
|
810,446 |
|
|
|
668,304 |
|
|
|
822,446 |
|
|
|
668,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Option shares with prices ranging from $1.46 to $6.03 and $0.53 to $6.03 were
outstanding for the three months ended October 31, 2010 and October 31, 2009, respectively.
Option shares with prices ranging from $0.53 to $6.03 and $0.53 to $6.03 were outstanding
for the nine months ended October 31, 2010 and October 31, 2009, respectively. |
|
(2) |
|
Performance based restricted stock awards, for which all necessary conditions of such
contingently issuable shares have not been satisfied; Share prices ranging from $1.85 to
$2.48 and $2.48 to $2.95 were outstanding for the three and months ended October 31, 2010
and October 31, 2009, respectively. |
NOTE E CONTRACTUAL OBLIGATIONS
The following table details the remaining obligations, by fiscal year, as of the end of the
quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of Credit |
|
|
Operating Leases |
|
|
Capital Lease |
|
|
Fiscal Year Totals |
|
2010 |
|
$ |
|
|
|
|
117,000 |
|
|
|
|
|
|
$ |
117,000 |
|
2011 |
|
|
2,400,000 |
|
|
|
396,000 |
|
|
|
250,000 |
|
|
|
3,046,000 |
|
2012 |
|
|
|
|
|
|
334,000 |
|
|
|
|
|
|
|
334,000 |
|
2013 |
|
|
|
|
|
|
320,000 |
|
|
|
|
|
|
|
320,000 |
|
2014 |
|
|
|
|
|
|
329,000 |
|
|
|
|
|
|
|
329,000 |
|
Thereafter |
|
|
|
|
|
|
164,000 |
|
|
|
|
|
|
|
164,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,400,000 |
|
|
|
1,660,000 |
|
|
|
250,000 |
|
|
$ |
4,310,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On June 21, 2010, the Company entered into a Second Amendment to Lease Agreement with Alliance
Street, LLC for the Companys principal executive offices. The term of the lease has been extended
for a five year term expiring October 31, 2015.
On June 16, 2010 the Company entered into a minimum five year economic development incentive
agreement with the City of Blue Ash, Ohio. This incentive agreement allows the Company to draw up
to $130,000 for critical business functions. The terms of the agreement allow for any balance
drawn to be forgiven by the City of Blue Ash upon meeting certain employment criteria. The Company
has received $8,000 in reimbursements for capital expenditures as of October 31, 2010.
9
NOTE F DEBT
On October 21, 2009, the Company entered into an amended and restated revolving note with Fifth
Third Bank, Cincinnati, OH. The terms of the loan remain the same as set forth in the revolving
note entered into on October 31, 2008, as amended on January 6, 2009, except as follows: (i) the
maximum principal amount that can be borrowed was increased to $2,750,000 from the prior maximum
amount of $2,000,000; (ii) the maturity date of the loan was extended to October 1, 2011 from
August 1, 2010; and (iii) the interest rate on the outstanding principal balance will accrue at an
annual floating rate of interest equal to the Adjusted Libor Rate (as defined in the revolving
note) plus 3.25%. The interest rate on the note was 3.625% at October 31, 2010.
In connection with the entering into of the revised revolving note, the Company also entered into
an amended and restated continuing guaranty agreement. The terms of the continuing guaranty
agreement remain the same as set forth in the guaranty agreement entered into on October 31, 2008,
as amended on January 6, 2009, except that the covenant that formerly required the Company to
maintain certain levels of minimum tangible net worth has been eliminated.
The note also continues to be secured by a first lien on all of the assets of the Company pursuant
to security agreements entered into by the Company.
The Company was in compliance with all of the covenants at October 31, 2010. The Company pays a
commitment fee on the unused portion of the facility of 0.06%. The Company had outstanding
borrowings of $2,400,000 under this revolving loan as of October 31, 2010.
10
|
|
|
Item 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
In addition to historical information contained herein, this Report on Form 10-Q contains
forward-looking statements relating to the Companys plans, strategies, expectations, intentions,
etc. and are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements contained herein are no guarantee of future
performance and are subject to certain risks and uncertainties that are difficult to predict and
actual results could differ materially from those reflected in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the timing of contract negotiations
and executions and the related timing of the revenue recognition related thereto, the potential
cancellation of existing contracts or clients not completing projects included in the backlog, the
impact of competitive products and pricing, product demand and market acceptance, new product
development, key strategic alliances with vendors that resell Streamline Health solutions, the
ability of Streamline Health to control costs, availability of products obtained from third-party
vendors, the healthcare regulatory environment, potential changes in legislation, regulatory and
government funding affecting the healthcare industry, healthcare information system budgets,
availability of healthcare information systems trained personnel for implementation of new systems,
as well as maintenance of legacy systems, fluctuations in operating results and other risk factors
that might cause such differences including those discussed herein, and including, effects of
critical accounting policies and judgments, changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board or other similar entities, changes in
economic, business and market conditions impacting the healthcare industry, the markets in which
the Company operates and nationally, and the Companys ability to maintain compliance with the
terms of its credit facilities, but not limited to, discussions in the most recent Form 10-K, Part
I, Item 1. Business, Item 1A. Risk Factors, Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and
Supplemental Data. In addition, other written or oral statements that constitute forward-looking
statements may be made by or on behalf of the Company. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect managements analysis only as of the
date thereof. The Registrant undertakes no obligation to publicly revise these forward-looking
statements, to reflect events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in this and other documents Streamline Health
Solutions, Inc. files from time to time with the Securities and Exchange Commission, including
future Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.
Streamline Healths discussion and analysis of its financial condition and results of operations
are based upon its consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires Streamline Health to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent
liabilities. On an ongoing basis, Streamline Health evaluates its estimates, including those
related to product revenues, bad debts, capitalized software development costs, income taxes,
support contracts, contingencies, and litigation. Streamline Health bases its estimates on
historical experience and on various other assumptions that Streamline Health believes are
reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and revenue and expense recognition. Actual results
may differ from these estimates under different assumptions or conditions.
11
General
Founded in 1989, Streamline Health Solutions, Inc. (Streamline Health®, Streamline or the
Company) is a healthcare information technology company, which is focused on developing and
licensing proprietary software solutions that improve document-centric information flows and
complement and enhance existing transaction-centric hospital healthcare information systems. In
addition, Streamline Health provides consulting services specializing in enterprise connectivity,
systems integration, and departmental process improvement. The Company sells its products and
services in North America through its direct sales force, and its reseller partnerships. The
Company also sells to direct remarketers, hospitals, clinical and ambulatory services.
Document imaging and workflow management technologies like those provided by Streamline Health are
essential elements of a complete Electronic Health Record because they allow for the storage of
unstructured data. Unstructured data may consist of patient record elements other than discrete
data. Examples of unstructured data are hand written physician or nursing notes, physician orders,
photographs, audio, video, and outside correspondence.
Streamline Healths solutions create a permanent document-based repository of historical health
information that is complementary and can be seamlessly integrated with existing disparate
clinical, financial and administrative information systems, providing convenient electronic access
to all forms of patient information from any location, including secure web-based access. These
integrated solutions allow providers and administrators to link existing hospital information
systems with digitized documents, which can dramatically improve the availability of patient
information while decreasing direct costs associated with document retrieval, work-in-process,
chart processing, document retention, and archiving.
Healthcare providers have significant need to streamline document-centric information flows to
eliminate business process friction points. Streamline Healths vision for its customers is a
fully integrated business process across departments, vendors and existing clinical, billing and
administrative applications. These comprehensive, cost-effective information systems deliver rapid
access to fully updated and complete patient information. Streamline Healths strategy is to
remain a leader in document management and workflow technologies that supplement the existing
clinical information system, provide cost-saving efficiency and enhanced safety through improved
access to critical patient data. The Companys systems and services can also help a providers
existing system to achieve meaningful use under the HITECH provisions of the American Recovery
and Reinvestment Act of 2009 (ARRA); which allow for reimbursement by the U.S. federal government
for health providers capital expenditures on health information technology. These benefits
encourage physicians to adopt the Companys solutions because of convenient access to documents not
typically available in data-centric clinical information systems.
The Company operates primarily in one segment as a provider of health information technology
solutions that streamline healthcare information flows within the healthcare facility. The
financial information required by Item 101(b) of Regulation S-K is contained in Item 6. Selected
Financial Information section of the Companys January 31, 2010 Form 10-K.
12
Executive Overview
In 2009, the Company successfully made its fifth-generation software architecture (accessANYware 5.0)
generally-available, and has put the new architecture into production successfully in several large healthcare
facilities in Canada. Subsequently, we have continued our investment in the accessANYware 5.x solution portfolio
research and development. This development effort includes the consolidation of technology platforms onto the
Microsoft.NET platform, and also the internationalization of the software which specifically included French Canadian
language capabilities as part of Streamline Healths agreements with health care systems in Canada via our
international remarketing partner, Telus Health. In 2010 and into 2011 we are continuing development efforts on
accessANYware 5.1 which we expect will be available to our U.S. based customers in 2011. The enhanced version of the
accessANYware 5.x products allow for expanded functionality, additional interoperability capabilities with existing
third party healthcare health information systems, and shorter development periods for a faster time-to-market for new
products. We have had positive reception to accessANYware 5.0 at the installed locations in Canada, and the Company
plans to continue this momentum with future releases of 5.x products.
Prior versions of accessANYware are still available for sale, and the Company continues to provide full product support
for prior versions, as we anticipate several years before all existing accessANYware customers complete a transition to
the accessANYware 5.x platform.
Healthcare organizations are seeking to improve business processes to reduce costs, and increase reimbursement rates
and revenues, while also improving the quality of care. Business Process Management (BPM) and our newly organized
Performance Management Group (PMG) are Streamline Healths consulting services divisions that take advantage of what
the Company believes is a significant growth opportunity; to provide departmental document workflow solutions, revenue
cycle management, executive decision analysis consulting, and business process optimization services. In the third
quarter of 2010 we entered into a contract with one of our Texas based hospital systems for BPM services to implement
our Referral Order Workflow (ROW). This solution will provide an automated means of capturing and referring physician
orders while routing to the hospitals scheduling office, and linking the orders to the patients medical record within
Streamline Healths enterprise document management repository. Workflow solutions such as ROW are solutions targeted
for departmental process improvements. These BPM and PMG implemented solutions provide for a quick return on
investment for customers by utilizing Streamlines workflow management expertise. The Company views offerings such as
ROW, as drivers of our future growth, as well as the success of our customers.
BPMs focus will remain on departmental workflow and process improvement solutions, and PMG will focus on revenue cycle
enhancement consulting and executive level decision analysis. Both use Streamlines workflow technologies and expertise
to improve the customers business operations.
13
Streamline Health delivers its products as licensed, locally-installed systems, or hosted systems in the Companys data
center. A desirable byproduct of hosted system sales is the recurring revenues from backlog fulfillment of these hosted
contracts, which are typically five- year or more contract periods. Additionally, there are a high percentage of
contract renewals after the initial term. As the Company continues to promote our hosted recurring revenue model,
traditional license sales provide a significant impact to our short-term operating results. Licensed, locally installed
contracts also provide for significant near-term operating cash flow, as we acquire more hosted customers for which
cash is collected over the long term period of the hosted contract. The Company believes a combination of licensed,
locally installed system sales along with growth in recurring revenue from hosted system sales is key to our long term
success and return on investment for the Companys stockholders. In the near term, management believes it is more
appropriate to measure its success by revenue and revenue backlog, and level of earnings before interest, taxes,
depreciation and amortization (EBITDA), rather than net profits. Furthermore, the Company expects that the near-term
focus on these metrics will translate into the goal of sustained profitability over the long-term.
Operating Results
New bookings for the third quarter, excluding maintenance services, were in excess of $1.2 million.
These new bookings include two new enterprise license contracts, and a large add-on enterprise
license sale. Bookings reflect the aggregate of signed contracts and/or completed customer purchase
orders approved and accepted by the Company as binding commitments to purchase its products and/or
services. New bookings do not include maintenance services as these tend to be recurring in nature
on an annual or more frequent basis.
The Company recognized revenues in the three and nine month periods ending October 31, 2010 of
$4,471,000 and $12,691,000, compared to $4,106,000 and $11,926,000 in the comparable prior periods.
The increased revenues recognized over the prior three and nine month periods are derived
primarily from an increase in proprietary software systems sales, as well as recurring revenues
recognized from application-hosting and maintenance revenues. The Company incurred an operating
profit in the current quarter of $144,000 and an operating loss of $1,084,000 for the nine month
period ending October 31, 2010. Comparatively, the Company incurred operating losses of $285,000
and $275,000 respectively, for the three and nine month periods ending October 31, 2009. Operating
expenses in the three and nine month periods ending October 31, 2010 were $4,327,000 and
$13,776,000 respectively, compared to $4,391,000 and $12,201,000 in the comparable prior three and
nine month periods. The decrease in operating expenses over the prior quarter was due to decreased
selling, general and administrative expenses in the third quarter of 2010. The increase in
operating expenses over the prior nine month period was due to several factors including an
increase in amortization of capitalized software development costs. This increase in amortization
expense in fiscal 2010 is primarily due to the general release of accessANYware 5.0 in late fiscal
2009. In addition to amortization expense, the Company increased investments made in professional
services staffing, selling and marketing, professional fees, and increased compensation expenses.
14
The Companys revenues from proprietary systems sales have varied, and may continue to vary,
significantly from quarter-to-quarter because of the volume and timing of systems sales and
delivery. Professional services revenues also fluctuate from quarter-to-quarter because of the
timing of the implementation services, project management, and timing of the recognition of
revenues under generally accepted accounting principles. Conversely, revenues from hosted systems
sales, and maintenance services do not fluctuate significantly from quarter-to-quarter, but have
been increasing, on an annual basis, as the number of customers increase. Substantial portions of
the operating expenses are fixed; therefore operating profits are expected to vary depending on the
factors that drive fluctuations in revenues and the mix of proprietary versus hosted contracts
sold.
Quarterly Statement of Operations(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended October 31, |
|
|
Nine Months Ended October 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
Systems sales |
|
|
13 |
% |
|
|
4 |
% |
|
|
13 |
% |
|
|
8 |
% |
Services, maintenance and support |
|
|
66 |
|
|
|
73 |
|
|
|
66 |
|
|
|
71 |
|
Application-hosting services |
|
|
21 |
|
|
|
23 |
|
|
|
21 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
57 |
% |
|
|
58 |
% |
|
|
61 |
% |
|
|
59 |
% |
Selling, general and administrative |
|
|
31 |
|
|
|
38 |
|
|
|
36 |
|
|
|
34 |
|
Product research and development |
|
|
9 |
|
|
|
11 |
|
|
|
11 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
97 |
% |
|
|
107 |
% |
|
|
108 |
% |
|
|
102 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
3 |
% |
|
|
(7 |
)% |
|
|
(8 |
)% |
|
|
(2 |
)% |
Other income (expense), net |
|
|
(1 |
) |
|
|
( |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Income tax net benefit |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings(loss) |
|
|
2 |
% |
|
|
(7 |
)% |
|
|
(9 |
)% |
|
|
(3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of systems sales |
|
|
127 |
% |
|
|
388 |
% |
|
|
133 |
% |
|
|
218 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services, maintenance and support |
|
|
45 |
% |
|
|
44 |
% |
|
|
49 |
% |
|
|
43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of application-hosting services |
|
|
53 |
% |
|
|
44 |
% |
|
|
54 |
% |
|
|
49 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Because a significant percentage of the operating costs are incurred at levels that are
not necessarily correlated with revenue levels, a variation in the timing of systems sales
and installations and the resulting revenue recognition can cause significant variations in
operating results. As a result, period-to-period comparisons may not be meaningful with
respect to the past operations nor are they necessarily indicative of the future operations
of Streamline Health in the near or long-term. The data in the table is presented solely
for the purpose of reflecting the relationship of various operating elements to revenues
for the periods indicated. |
Backlog
Backlog consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
July 31, |
|
|
January 31, |
|
|
October 31, |
|
|
|
2010 |
|
|
2010 |
|
|
2010 |
|
|
2009 |
|
Streamline Health software licenses |
|
$ |
298 |
|
|
|
174 |
|
|
|
201 |
|
|
|
2,036 |
|
Custom software |
|
|
42 |
|
|
|
62 |
|
|
|
105 |
|
|
|
140 |
|
Hardware and third party software |
|
|
176 |
|
|
|
95 |
|
|
|
171 |
|
|
|
268 |
|
Professional services |
|
|
3,293 |
|
|
|
3,981 |
|
|
|
3,977 |
|
|
|
3,156 |
|
Application-hosting services |
|
|
8,068 |
|
|
|
8,818 |
|
|
|
9,414 |
|
|
|
10,897 |
|
Recurring maintenance |
|
|
7,641 |
|
|
|
5,788 |
|
|
|
5,987 |
|
|
|
6,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
19,518 |
|
|
|
18,918 |
|
|
|
19,855 |
|
|
|
22,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
At October 31, 2010 Streamline Health has master agreements and purchase orders from customers
and remarketing partners for systems and related services (excluding support and maintenance, and
transaction-based application-hosting revenues), which have not been
delivered or installed and if fully performed, would generate future revenues of approximately
$19,518,000 compared with $22,572,000 at October 31, 2009. The related systems and services are
expected to be delivered over the next two to three years. The overall decrease in the backlog as
compared to October 31, 2009 is primarily the result of the recognition of revenues relating to the
release of accessANYware 5.0 in the fourth quarter of fiscal 2009, along with the continued
recognition of backlogged revenues relating to professional services, hardware and software for the
Canadian customer and others.
At October 31, 2010, Streamline Health had maintenance agreements or purchase orders, from
customers and remarketing partners, which if fully performed, will generate future revenues of
approximately $7,641,000 compared with $6,075,000 at October 31, 2009, through their respective
renewal dates in fiscal year 2010 and 2011. The increase results primarily from the signing of new
proprietary software sales contracts during the second half of fiscal 2009, and in the three
quarters ended October 31, 2010.
At October 31, 2010, Streamline Health has entered into application-hosting agreements, which are
expected to generate revenues in excess of $8,068,000 through their respective renewal dates in
fiscal years 2010 through 2015. The application-hosting backlog decreased from $10,897,000 at
October 31, 2009, due to the continued recognition of revenues from contracts signed in fiscal 2008
and 2009, and decreased volume of new application-hosting business through the end of the third
quarter of 2010.
The commencement of revenue recognition varies depending on the size and complexity of the system,
the implementation schedule requested by the customer, and usage by customers of the
application-hosting services. Therefore, it is difficult for the Company to accurately predict the
revenue it expects to achieve in any particular period. Streamline Healths master agreements
generally provide that the customer may terminate its agreement upon a material breach by
Streamline Health, or may delay certain aspects of the installation. There can be no assurance
that a customer will not cancel all or any portion of a master agreement or delay installations. A
termination or installation delay of one or more phases of an agreement, or the failure of
Streamline Health to procure additional agreements, could have a material adverse effect on
Streamline Healths business, financial condition, and results of operations.
Streamline Health believes a large percentage of its future revenues will come from its remarketing
agreements in place with health information systems vendors. The Company continues to actively
pursue remarketing agreements with other companies.
16
Revenues
Revenues consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Proprietary software (1) |
|
$ |
402 |
|
|
$ |
14 |
|
|
$ |
388 |
|
|
|
2771 |
% |
Hardware & third party software (1) |
|
|
177 |
|
|
|
156 |
|
|
|
21 |
|
|
|
13 |
% |
Professional services (2) |
|
|
980 |
|
|
|
1,213 |
|
|
|
(233 |
) |
|
|
(19 |
%) |
Maintenance & support (2) |
|
|
2,010 |
|
|
|
1,793 |
|
|
|
217 |
|
|
|
12 |
% |
Application-hosting services |
|
|
902 |
|
|
|
930 |
|
|
|
(28 |
) |
|
|
(3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
4,471 |
|
|
$ |
4,106 |
|
|
$ |
365 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Proprietary software (1) |
|
$ |
1,104 |
|
|
$ |
148 |
|
|
$ |
956 |
|
|
|
646 |
% |
Hardware & third party software (1) |
|
|
586 |
|
|
|
809 |
|
|
|
(223 |
) |
|
|
(28 |
%) |
Professional services (2) |
|
|
2,567 |
|
|
|
2,968 |
|
|
|
(401 |
) |
|
|
(14 |
%) |
Maintenance & support (2) |
|
|
5,797 |
|
|
|
5,555 |
|
|
|
242 |
|
|
|
4 |
% |
Application-hosting services |
|
|
2,637 |
|
|
|
2,446 |
|
|
|
191 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
12,691 |
|
|
$ |
11,926 |
|
|
$ |
765 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Proprietary software and hardware are the components of the system sales line item |
|
(2) |
|
Professional services and maintenance & support are the components of the service,
maintenance and support line item. BPM and PMG consulting services
are included in professional services. |
The quarterly, and year-to-date increase in revenues was primarily the result of several large
proprietary software sales during the second and third quarters of 2010, and continued recognition
of backlog revenues from hosted contracts. Professional service and hardware and third party
software sales decreased primarily from customer delays for systems implementation, decreases in
the volume of hardware upgrades by existing clients, or delays in the purchase of hardware and
third party software.
17
Operating Expenses
Operating expenses consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Cost of system sales |
|
$ |
737 |
|
|
$ |
658 |
|
|
$ |
79 |
|
|
|
12 |
% |
Cost of services, maintenance and support |
|
|
1,347 |
|
|
|
1,318 |
|
|
|
29 |
|
|
|
2 |
% |
Cost of application-hosting |
|
|
480 |
|
|
|
408 |
|
|
|
72 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
$ |
2,564 |
|
|
$ |
2,384 |
|
|
$ |
180 |
|
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
|
1,362 |
|
|
|
1,541 |
|
|
|
(179 |
) |
|
|
(12 |
)% |
Research and development |
|
|
400 |
|
|
|
466 |
|
|
|
(66 |
) |
|
|
(14 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
4,326 |
|
|
$ |
4,391 |
|
|
$ |
(65 |
) |
|
|
(1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Cost of system sales |
|
$ |
2,256 |
|
|
$ |
2,092 |
|
|
$ |
164 |
|
|
|
8 |
% |
Cost of services, maintenance and support |
|
|
4,108 |
|
|
|
3,698 |
|
|
|
410 |
|
|
|
11 |
% |
Cost of application-hosting |
|
|
1,409 |
|
|
|
1,203 |
|
|
|
206 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
$ |
7,773 |
|
|
$ |
6,993 |
|
|
$ |
780 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
|
4,565 |
|
|
|
4,011 |
|
|
|
554 |
|
|
|
14 |
% |
Research and development |
|
|
1,438 |
|
|
|
1,197 |
|
|
|
241 |
|
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
13,776 |
|
|
$ |
12,201 |
|
|
$ |
1,575 |
|
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of systems sales includes amortization of capitalized software expenditures, royalties,
and the cost of third-party hardware and software. The increase in the cost of systems sales
during the three month period ended October 31, 2010, over the prior comparable quarter, is
primarily the result of the increases in amortization of capitalized software development costs due
to the timing of when certain products entered general availability, and increased hardware and
third party software sales and the associated direct costs. The increase in the cost of systems
sales during the nine month period ended October 31, 2010, over the prior comparable quarter, is
primarily the result of the increases in amortization of capitalized software development costs due
to the general release of accessANYware 5.0. Additionally, this was offset by reduced hardware and
third party software sales and the associated direct costs.
Cost of services, maintenance and support includes compensation and benefits for support and
professional services personnel and the cost of third party maintenance contracts. The
year-to-date increase is primarily due to the increased investment in professional services staff
and support for continued growth of the BPM services through the second quarter 2010. Investment
leveled off during the third quarter of fiscal 2010. The incremental costs incurred for the
start-up of the PMG group, consisted of compensation and travel costs which occurred late in the
third quarter.
18
The increases in the cost of application-hosting services operations over the three and nine months
ended October 31, 2010, over the prior comparable periods, are primarily attributable to increased
compensation, depreciation and third party license and maintenance expenses as a result of the
growing hosting center operations, as well as typical annual cost increases.
Selling, General and Administrative Expense
Selling, General and Administrative expenses consist primarily of compensation and related
benefits, reimbursable travel and living expenses related to the Companys sales, marketing and
administrative personnel; advertising and marketing expenses, including trade shows and similar
type sales and marketing expenses; and general corporate expenses, including occupancy costs. The
quarterly decrease over the comparable prior period is due to the reorganization of the sales and
marketing staff, a decrease in bad debt expense, a decrease in commissions expense, offset by the
re-instatement of bonuses. The year-to-date increase over the respective comparable prior period is
due to investment in customer initiatives; increases in commissions and other compensation
expenses; re-instatement of bonuses; severance costs; and professional fees relating to increased
compliance and administration costs.
Product Research and Development Expense
Product research and development costs are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Research and development expense |
|
$ |
400 |
|
|
$ |
466 |
|
|
$ |
(66 |
) |
|
|
(55 |
)% |
Capitalized research and
development cost |
|
|
668 |
|
|
|
859 |
|
|
|
(191 |
) |
|
|
(22 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total R&D Cost |
|
$ |
1,068 |
|
|
$ |
1,325 |
|
|
$ |
(257 |
) |
|
|
(19 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
|
|
|
|
|
|
October 31, |
|
|
Dollars |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
Research and development expense |
|
$ |
1,438 |
|
|
$ |
1,197 |
|
|
$ |
241 |
|
|
|
20 |
% |
Capitalized research and
development cost |
|
|
1,942 |
|
|
|
2,879 |
|
|
|
(937 |
) |
|
|
(33 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total R&D Cost |
|
$ |
3,379 |
|
|
$ |
4,076 |
|
|
$ |
(697 |
) |
|
|
(17 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Product research and development expenses consist primarily of compensation and related
benefits; the use of independent contractors for specific near-term development projects; and an
allocated portion of general overhead costs, including occupancy. Research and development
expenses decreased for the three months ended October 31, 2010 due to reduced required resources
necessary for current development projects. Research and development expense decreased for the nine
month period ended October 31, 2010, primarily due to a decrease in costs eligible for
capitalization. However, the decrease in total research and development cost for the three and
nine month periods ended October 31, 2010 over the prior comparable periods is the result of the
reduced resources necessary for research and development efforts, subsequent to the release of
accessANYware 5.0 in the fourth quarter of fiscal 2009.
19
Operating Profit (loss)
The Company incurred an operating profit of $144,000 and an operating loss of $1,084,000 for the
three and nine month periods ended October 31, 2010. Comparatively, during the prior three and nine
month periods, the Company incurred operating losses of $285,000 and $275,000, respectively. The
operating profit for the quarter was primarily due to increases in proprietary software and
maintenance revenues were offset by increases in capitalized software amortization and increased
compensation. Similarly, increases in proprietary software sales and recurring application-hosting
revenues were offset by increased investment in customer initiatives, increased compensation, and a
year-to-date increase in expense relating to amortization of capitalized software development
costs, which contributed to the operating loss for the nine month period ending October 31, 2010.
Other Expense
Interest expense for the three and nine months ended October 31, 2010 was $32,000 and $88,000
respectively, compared to $12,000 and $30,000 in the comparable prior periods. The increase in
interest expense was related to the working capital facility interest and fees, as well as interest
for the lease of capital equipment. Year-to-date other income of $30,000 is primarily made up of
net unrealized foreign currency exchange gains on outstanding payables and receivables.
Provision for Income Taxes
The tax provision in the first quarter of fiscal 2010 and 2009 is comprised of primarily state and
local provisions.
Net loss
The Company incurred net income of $95,000 and a year-to-date loss of $1,158,000 in the three and
nine month periods ended October 31, 2010, compared to net losses of $296,000 and $297,000 in the
comparable prior periods ended October 31, 2009. Increases in proprietary software sales and
recurring application-hosting revenues were offset by increased investment in customer initiatives,
compensation, and increased expense relating to amortization of capitalized software development
costs, which contributed to the loss for the current nine month period.
20
Liquidity and Capital Resources
Traditionally, Streamline Health has funded its operations, working capital needs, and capital
expenditures primarily from a combination of cash generated by operations, bank loans, and
revolving lines of credit. Streamline Healths liquidity is dependent upon numerous factors
including: (i) the timing and amount of revenues and collection of contractual amounts from
customers, (ii) amounts invested in research and development and capital expenditures, and (iii)
the level of operating expenses, all of which can vary significantly from quarter-to-quarter.
Streamline Health has obligations for capital resources, consisting of the $2,400,000 borrowed
under its bank line of credit at October 31, 2010, and non-cancelable operating leases of
approximately $1,660,000 payable over the next five years, $250,000 for a capital lease, and an
economic development incentive from the City of Blue Ash, Ohio up to a maximum amount of $130,000.
Capital expenditures for property and equipment in 2010 are not expected to exceed $1,000,000.
Net cash provided by operations for the nine months ended was $565,000, as compared to cash used
for operations of $183,000 in the prior comparable period. Significant decreases in deferred
revenues and increases in software amortization and share-based compensation expenses offset the
net loss incurred and decreases in accounts payable for a net cash provided by operation. Deferred
revenues reflect the revenue recognition of prepaid maintenance contracts during fiscal 2010, net
of any additional payments received in 2010, along with the timing of any payments received.
Net cash used in investing activities was $2,383,000, an improvement of $936,000 from the prior
comparable period. This decrease was primarily due to the decrease in capitalized software
development costs, as a result of accessANYware 5.0 reaching general release in late 2009 which had
significant development costs capitalized in the prior year.
The net cash provided by financing activities is primarily the net change of cash received from the
line of credit, proceeds received from the employee stock purchase plan, and from the exercise of
stock options. The increase in cash provided by financing activities is due to the increased draw
against the line of credit as of October 31, 2010.
At October 31, 2010, Streamline Health had cash on hand of $665,000, and availability of $350,000
under the line of credit. The Companys revolving credit facility matures October 1, 2011. The
Company is currently evaluating our financing options available, including renewal or replacement
of its current revolving credit facility. Streamline Health believes that its present cash
position, combined with cash generation currently anticipated from operations, the availability and
expected renewal or replacement of the revolving credit facility, and possible access to new
funding sources will be sufficient to meet anticipated cash requirements for the next twelve
months. However, continued expansion of the Company will require additional resources. The Company
may need to incur debt, obtain an additional infusion of capital, or a combination of both,
depending on the extent of the expansion of the Company and future revenues and expenses.
However, there can be no assurance Streamline Health will be able to do so.
21
Notwithstanding the current levels of revenues and expenses, for the foreseeable future, Streamline
Health will need to continually assess its revenue prospects compared to its then current
expenditure levels. If it does not appear likely that revenues will increase, it may be necessary
to reduce operating expenses or raise cash through additional borrowings, the sale of assets, or
other equity financing. Certain of these actions will require current lender approval. However,
there can be no assurance Streamline Health will be successful in any of these efforts. If it is
necessary to significantly reduce operating expenses, this could have an adverse effect on future
operating performance.
To date, inflation has not had a material impact on Streamline Healths revenues or expenses.
|
|
|
Item 3. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, of the annual report on Form 10-K for the fiscal year
ended January 31, 2010. The Companys exposures to market risk have not changed materially since
January 31, 2010.
|
|
|
Item 4. |
|
CONTROLS AND PROCEDURES |
Streamline Health maintains disclosure controls and procedures that are designed to ensure that
there is reasonable assurance that the information required to be disclosed in Streamline Healths
Exchange Act reports is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to Streamline Healths management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure based on the
definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e).
In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of Streamline Healths senior management, including the
Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and
operation of Streamline Healths disclosure controls and procedures to provide reasonable assurance
of achieving the desired objectives of the disclosure controls and procedures. Based on that
evaluation, Streamline Healths management, including the Chief Executive and Interim Chief
Financial Officer, concluded that there is reasonable assurance that Streamline Healths disclosure
controls and procedures were effective as of the end of the period covered by this report and there
have been no changes in Streamline Healths internal control or in the other controls during the
quarter ended October 31, 2010 that could materially affect, or is reasonably likely to materially
affect, internal controls over financial reporting.
22
Part II. OTHER INFORMATION
|
|
|
Item 1. |
|
LEGAL PROCEEDINGS |
Streamline Health is, from time to time, a party to various legal proceedings and claims, which
arise, in the ordinary course of business. Streamline Health is not aware of any legal matters
that will have a material adverse effect on Streamline Healths consolidated results of operations
or consolidated financial position.
In addition to the other information set forth in this report and the risk factors set forth below,
you should carefully consider the risk factors discussed in Part I, Item 1A, Risk Factors in the
Annual Report on Form 10-K for the fiscal year ended January 31, 2010. The risk factors in the
Annual Report have not materially changed since January 31, 2010, but are not the only risks facing
the Company. In addition, risks and uncertainties not currently known to the Company or that the
Company currently deems to be immaterial also may materially adversely affect the Company, its
financial condition and/or operating results.
|
|
|
Item 3. |
|
DEFAULTS UPON SENIOR SECURITIES |
The Company was not in default of its existing credit facility at October 31, 2010.
(a) Exhibits
|
|
|
|
|
|
3.1 |
(a) |
|
Certificate of Incorporation of Streamline Health Solutions, Inc. (*) |
|
|
|
|
|
|
3.1 |
(b) |
|
Certificate of Incorporation of Streamline Health Solutions, Inc., amendment No. 1 (*) |
|
|
|
|
|
|
3.2 |
|
|
Bylaws of Streamline Health Solutions, Inc. as amended and restated on October 22, 2010 (*) |
|
|
|
|
|
|
11 |
|
|
Computation of earnings (loss) per common share |
|
|
|
|
|
|
31.1 |
|
|
Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
|
|
|
31.2 |
|
|
Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
|
|
|
32.1 |
|
|
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002 |
|
|
|
|
|
|
32.2 |
|
|
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
(*) |
|
Incorporated herein by reference from, the Registrants SEC filings. |
(See INDEX TO EXHIBITS)
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
STREAMLINE HEALTH SOLUTIONS, INC.
|
|
DATE: December 9, 2010 |
By: |
/s/ J. Brian Patsy
|
|
|
|
J. Brian Patsy |
|
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
DATE: December 9, 2010 |
By: |
/s/ Donald E. Vick, Jr.
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Donald E. Vick, Jr. |
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Interim Chief Financial Officer
(Principal Financial Officer, and
Principal Accounting Officer) |
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24
INDEX TO EXHIBITS
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Exhibit No. |
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Exhibit |
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3.1 |
(a) |
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Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a/ LanVision Systems, Inc. Previously filed with the
Commission and incorporated herein by reference from, the
Registrants (LanVision System, Inc.) Registration Statement
on Form S-1, File Number 333-01494, as filed with the
Commission on April 15, 1996. |
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3.1 |
(b) |
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Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a LanVision Systems, Inc., amendment No. 1 Previously
filed with the Commission and incorporated herein by reference
from the Registrants Form 10-Q, as filed with the Commission
on September 8, 2006. |
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3.2 |
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Bylaws of Streamline Health Solutions, Inc. as amended and
restated on July 22, 2010, and previously filed with the
Commission and incorporated herein by reference from the
Registrants Form 10-Q, as filed with the Commission on
September 9, 2010. |
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11 |
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Computation of Earnings (Loss) Per Common Share |
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31.1 |
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Certification of Chief Executive Officer pursuant to Rule 13a
- -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
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31.2 |
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Certification of Chief Financial Officer pursuant to Rule 13a
- -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
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32.1 |
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Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
25
Exhibit 11
EXHIBIT 11
STREAMLINE HEALTH SOLUTIONS, INC.
Computation of (loss) per share
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Nine Months Ended October 31, |
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2010 |
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2009 |
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Net (loss) |
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$ |
(1,157,748 |
) |
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$ |
(297,379 |
) |
Average shares outstanding |
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9,486,233 |
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9,385,969 |
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Stock options & purchase plan: |
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Total options & purchase plan shares |
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Assumed treasury stock buyback |
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Convertible redeemable preferred stock
assumed converted |
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Number of shares used in per
common share computation |
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9,486,233 |
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9,385,969 |
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Basic net ( loss ) per share of common stock |
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$ |
(0.12 |
) |
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$ |
(0.03 |
) |
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Diluted net ( loss ) per share of common stock |
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$ |
(0.12 |
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$ |
(0.03 |
) |
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Exhibit 31.1
Exhibit 31.1
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended
I, J. Brian Patsy, certify that:
I have reviewed this quarterly report on Form 10-Q of Streamline Health Solutions, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in this report;
The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting; and
The registrants other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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December 9, 2010 |
/s/ J. Brian Patsy
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Chief Executive Officer and President |
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Exhibit 31.2
EXHIBIT 31.2
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended
I, Donald E. Vick, Jr., certify that:
I have reviewed this quarterly report on Form 10-Q of Streamline Health Solutions, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in this report;
The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrants internal control over financial reporting
that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting; and
The registrants other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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December 9, 2010 |
/s/ Donald E. Vick, Jr.
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Interim Chief Financial Officer |
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Exhibit 32.1
EXHIBIT 32.1
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
I, J. Brian Patsy, Chief Executive Officer and President of Streamline Health Solutions, Inc. (the
Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that:
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(1) |
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The Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2010
(the Report) fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
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(2) |
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The information contained in the Report fairly presents, in all material respects, the
financial condition, and results of operations of the Company. |
December 9, 2010
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/s/ J. Brian Patsy
Chief Executive Officer and
President
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A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
Exhibit 32.2
EXHIBIT 32.2
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
I, Donald E. Vick, Jr., Interim Chief Financial Officer of Streamline Health Solutions, Inc. (the
Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that:
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(3) |
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The Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2010
(the Report) fully complies with the requirements of section 13(a) or 15 (d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
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(4) |
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The information contained in the Report fairly presents, in all material respects, the
financial condition, and results of operations of the Company. |
December 9, 2010
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/s/ Donald E. Vick, Jr.
Interim Chief Financial Officer
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A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.