Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jan. 31, 2015 | Mar. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ARI NETWORK SERVICES INC /WI | |
Entity Central Index Key | 879796 | |
Current Fiscal Year End Date | -30 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | aris | |
Entity Common Stock, Shares Outstanding | 14,348,815 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $1,688 | $1,808 |
Trade receivables, less allowance for doubtful accounts of $446 and $359 at January 31, 2015 and July 31,2014, respectively | 2,557 | 1,212 |
Work in process | 149 | 294 |
Prepaid expenses and other | 987 | 1,030 |
Deferred income taxes | 2,481 | 2,655 |
Total current assets | 7,862 | 6,999 |
Equipment and leasehold improvements: | ||
Computer equipment and software for internal use | 2,585 | 2,382 |
Leasehold improvements | 626 | 626 |
Furniture and equipment | 2,500 | 2,327 |
Total equipment and leasehold improvements | 5,711 | 5,335 |
Less accumulated depreciation and amortization | -3,862 | -3,564 |
Net equipment and leasehold improvements | 1,849 | 1,771 |
Capitalized software product costs: | ||
Amounts capitalized for software product costs | 24,184 | 22,676 |
Less accumulated amortization | -19,758 | -18,656 |
Net capitalized software product costs | 4,426 | 4,020 |
Deferred income taxes | 3,422 | 3,507 |
Other long term assets | 115 | 72 |
Other intangible assets | 7,233 | 3,612 |
Goodwill | 17,201 | 12,367 |
Total non-current assets | 34,246 | 25,349 |
Total assets | 42,108 | 32,348 |
LIABILITIES | ||
Current borrowings on line of credit | 750 | |
Current portion of long-term debt | 855 | 675 |
Current portion of contingent liabilities | 668 | 295 |
Accounts payable | 999 | 656 |
Deferred revenue | 7,519 | 7,415 |
Accrued payroll and related liabilities | 1,648 | 1,336 |
Accrued sales, use and income taxes | 130 | 123 |
Other accrued liabilities | 543 | 472 |
Current portion of capital lease obligations | 263 | 195 |
Total current liabilities | 13,375 | 11,167 |
Long-term debt | 7,977 | 3,375 |
Long-term portion of contingent liabilities | 227 | 153 |
Capital lease obligations | 159 | 233 |
Other long term liabilities | 202 | 214 |
Total non-current liabilities | 8,565 | 3,975 |
Total liabilities | 21,940 | 15,142 |
SHAREHOLDERS' EQUITY | ||
Common stock, par value $.001 per share, 25,000,000 shares authorized; 14,348,815 and 13,506,316 shares issued and outstanding at January 31, 2015 and July 31, 2014, respectively | 14 | 14 |
Additional paid-in capital | 108,638 | 106,077 |
Accumulated deficit | -88,500 | -88,864 |
Other accumulated comprehensive income (loss) | 16 | -21 |
Total shareholders' equity | 20,168 | 17,206 |
Total liabilities and shareholders' equity | 42,108 | 32,348 |
Cumulative Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Junior Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts | $446 | $359 |
Common stock, par value | $0.00 | |
Common stock, shares authorized | 25,000,000 | |
Common stock, shares issued | 14,348,815 | |
Common stock, shares outstanding | 13,506,316 | 12,976,588 |
Cumulative Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Junior Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Consolidated Statements Of Operations [Abstract] | ||||
Net revenue | $10,139 | $8,135 | $19,251 | $16,295 |
Cost of revenue | 1,862 | 1,686 | 3,611 | 3,246 |
Gross profit | 8,277 | 6,449 | 15,640 | 13,049 |
Operating expenses: | ||||
Sales and marketing | 2,668 | 2,442 | 5,210 | 4,899 |
Customer operations and support | 1,871 | 1,780 | 3,561 | 3,391 |
Software development and technical support (net of capitalized software product costs) | 1,072 | 781 | 1,944 | 1,337 |
General and administrative | 1,588 | 1,713 | 3,192 | 3,201 |
Depreciation and amortization (exclusive of amortization of software product costs included in cost of revenue) | 408 | 339 | 780 | 660 |
Net operating expenses | 7,607 | 7,055 | 14,687 | 13,488 |
Operating income (loss) | 670 | -606 | 953 | -439 |
Other income (expense): | ||||
Interest expense | -140 | -78 | -229 | -148 |
Loss on change in fair value of stock warrants | -10 | -32 | ||
Gain on change in fair value of estimated contingent liabilities | 26 | |||
Other, net | 4 | 7 | 3 | 15 |
Total other income (expense) | -136 | -81 | -226 | -139 |
Income (loss) before provision for income tax | 534 | -687 | 727 | -578 |
Income tax benefit (expense) | -274 | 226 | -363 | 142 |
Net income (loss) | 260 | -461 | 364 | -436 |
Net income (loss) per common share: | ||||
Basic | $0.02 | ($0.03) | $0.03 | ($0.03) |
Diluted | $0.02 | ($0.03) | $0.03 | ($0.03) |
Other comprehensive income (loss), net of tax: | ||||
Net income | 260 | -461 | 364 | -436 |
Foreign currency translation adjustments | 28 | -2 | 37 | -7 |
Total other comprehensive income | 28 | -2 | 37 | -7 |
Comprehensive income (loss) | $288 | ($463) | $401 | ($443) |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Operating activities: | ||
Net income | $364 | ($436) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of software products | 1,102 | 962 |
Amortization of discount related to present value of earnout | -7 | -8 |
Amortization of bank loan fees | 18 | 24 |
Interest expense related to earn-out payable | 28 | 41 |
Depreciation and other amortization | 778 | 656 |
Loss on change in fair value of stock warrants | 32 | |
Gain on change in fair value of earn-out payable | -26 | |
Provision for bad debt allowance | 79 | 92 |
Deferred income taxes | 314 | -144 |
Stock based compensation | 141 | 89 |
Stock based director fees | 69 | 72 |
Net change in assets and liabilities: | ||
Trade receivables | -842 | -835 |
Work in process | 145 | -26 |
Prepaid expenses and other | 162 | 218 |
Other long term assets | -112 | -5 |
Accounts payable | 303 | 156 |
Deferred revenue | -144 | -1,048 |
Accrued payroll and related liabilities | 283 | -62 |
Accrued sales, use and income taxes | -2 | -13 |
Other accrued liabilities | 55 | 288 |
Net cash provided by operating activities | 2,734 | 27 |
Investing activities: | ||
Purchase of equipment, software and leasehold improvements | -279 | -523 |
Cash received on earnout from disposition of a component of the business | 58 | 37 |
Cash paid for contingent liabilities related to acquisitions | -250 | -250 |
Cash paid for assets related to acquisition | -4,200 | -200 |
Software developed for internal use | -29 | |
Software development costs capitalized | -718 | -984 |
Net cash used in investing activities | -5,389 | -1,949 |
Financing activities: | ||
Borrowings under line of credit, net | 750 | 400 |
Payments on long-term debt | -319 | -224 |
Borrowings under long-term debt | 2,168 | |
Payments of capital lease obligations , net | -115 | -5 |
Proceeds from issuance of common stock | 72 | 141 |
Net cash provided by financing activities | 2,556 | 312 |
Effect of foreign currency exchange rate changes on cash | -21 | -4 |
Net change in cash and cash equivalents | -120 | -1,614 |
Cash and cash equivalents at beginning of period | 1,808 | 2,195 |
Cash and cash equivalents at end of period | 1,688 | 581 |
Cash paid for interest | 176 | 150 |
Cash paid for income taxes | 55 | 70 |
Noncash investing and financing activities | ||
Issuance of common stock in connection with acquisitions | 1,980 | 131 |
Debt issued in connection with acquisitions | 2,933 | |
Capital leases acquired in connection with acquisitions | 109 | |
Issuance of common stock related to payment of contingent liabilities | 42 | 33 |
Tax benefit of stock options exercised | 55 | |
Issuance of common stock related to payment of director compensation | 69 | 234 |
Issuance of common stock related to payment of employee compensation | 38 | 91 |
Contingent liabilities incurred in connection with acquisition | $711 |
Description_Of_The_Business_An
Description Of The Business And Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2015 | |
Description Of The Business And Significant Accounting Policies [Abstract] | |
Description Of The Business And Significant Accounting Policies | 1. Description of the Business and Significant Accounting Policies |
Description of the Business | |
ARI Network Services, Inc. (“ARI” or “the Company”) creates software-as-a-service (“SaaS”), data-as-a-service (“DaaS”) and other solutions that help equipment manufacturers, distributors and dealers in selected vertical markets to Sell More Stuff!™ – online and in-store. We remove the complexity of selling and servicing new and used inventory, parts, garments, and accessories (”PG&A”) for customers in the outdoor power equipment (“OPE”), powersports, automotive tire and wheel (“ATW”), home medical equipment (“HME”), marine, recreational vehicle (“RV”) and appliances industries. Our innovative products are powered by a proprietary library of enriched original equipment and aftermarket content that spans more than 750,000 equipment models from over 1,500 manufacturers. More than 23,500 equipment dealers, 195 distributors and 3,360 brands worldwide leverage our web and eCatalog platforms to Sell More Stuff! | |
We were incorporated in Wisconsin in 1981. Our principal executive office and headquarters is located in Milwaukee, Wisconsin. The office address is 10850 West Park Place, Suite 1200, Milwaukee, WI 53224, and our telephone number at that location is (414) 973-4300. Our principal website address is www.arinet.com. ARI also maintains operations in Duluth, Minnesota; Cypress, California; Floyds Knobs, Indiana; Cookeville, Tennessee; Salt Lake City, Utah and Leiden, The Netherlands. | |
Basis of Presentation | |
These consolidated financial statements include the consolidated financial statements of ARI and its wholly-owned subsidiary, ARI Europe B.V. and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We eliminated all significant intercompany balances and transactions in consolidation. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by Regulation S-X, Rule 10-01. | |
Fiscal Year | |
Our fiscal year ends on July 31. References to fiscal 2015, for example, refer to the fiscal year ended July 31, 2015, and references to fiscal 2014 refer to the fiscal year ended July 31, 2014. | |
Revenue Recognition | |
Revenues from subscription fees for use of our software, access to our catalog content, and software maintenance and support fees are all recognized ratably over the contractual term of the arrangement. ARI considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable and evaluates other arrangements with payment terms longer than normal to determine whether the arrangement is fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. Arrangements that include acceptance terms beyond the standard terms are not recognized until acceptance has occurred. If collectability is not considered probable, revenue is recognized when the fee is collected. | |
For software license arrangements that do not require significant modification or customization of the underlying software, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. | |
Revenues for professional services to customize complex features and functionality in a product’s base software code or develop complex interfaces within a customer’s environment are recognized as the services are performed if they are determined to have standalone value to the customer or if all of following conditions are met i) the customer has a contractual right to take possession of the software; ii) the customer will not incur significant penalty if it exercises this right; and iii) it is feasible for the customer to either run the software on its own hardware or contract with another unrelated party to host the software . When the current estimates of total contract revenue for professional services and the total related costs indicate a loss, a provision for the entire loss on the contract is made in the period the amount is determined. Professional service revenues for set-up and integration of hosted websites, or other services considered essential to the functionality of other elements of the arrangement, are amortized over the term of the contract. | |
Revenue for variable transaction fees, primarily for use of the shopping cart feature of our websites, is recognized as it is earned. | |
Amounts received for shipping and handling fees are reflected in revenue. Costs incurred for shipping and handling are reported in cost of revenue. | |
Amounts invoiced to customers prior to recognition as revenue, as discussed above, are reflected in the accompanying balance sheets as deferred revenue. | |
No single customer accounted for 5% or more of ARI’s revenue during the three and six months ended January 31, 2015 and 2014. | |
Trade Receivables, Credit Policy and Allowance for Doubtful Accounts | |
Trade receivables are uncollateralized customer obligations due on normal trade terms, most of which require payment within thirty (30) days from the invoice date. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. | |
The carrying amount of trade receivables is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews receivable balances that exceed ninety (90) days from the invoice date and, based on an assessment of current creditworthiness, estimates the portion of the balance that will not be collected. The allowance for potential doubtful accounts is reflected as an offset to trade receivables in the accompanying balance sheets. | |
Capitalized and Purchased Software Product Costs | |
Certain software development and acquisition costs are capitalized when incurred. Capitalization of these costs begins upon the establishment of technological feasibility. The establishment of technological feasibility and the on-going assessment of recoverability of software costs require considerable judgment by management with respect to certain external factors, including, but not limited to, the determination of technological feasibility, anticipated future gross revenue, estimated economic life and changes in software and hardware technologies. | |
The amortization of software products is computed using the straight-line method over the estimated economic life of the product which currently runs from two to nine years. Amortization starts when the product is available for general release to customers. The Company capitalizes software enhancements on an on-going basis and all other software development and support expenditures are charged to expense in the period incurred. | |
Deferred Loan Fees and Debt Discounts | |
Fees associated with securing debt are capitalized and included in prepaid expense and other and other long term assets on the consolidated balance sheet. Common stock issued in connection with securing debt is recorded to debt discount, reducing the carrying amount of the debt on the consolidated balance sheet. Deferred loan fees and debt discounts are amortized to interest expense over the life of the debt using the effective interest method. | |
Deferred Income Taxes | |
The tax effect of the temporary differences between the book and tax bases of assets and liabilities and the estimated tax benefit from tax net operating losses is reported as deferred tax assets and liabilities in the consolidated balance sheets. An assessment of the likelihood that net deferred tax assets will be realized from future taxable income is performed at each reporting date or when events or changes in circumstances indicate that there may be a change in the valuation allowance. Because the ultimate realizability of deferred tax assets is highly subject to the outcome of future events, the amount established as valuation allowance is considered to be a significant estimate that is subject to change in the near term. To the extent a valuation allowance is established or there is a change in the allowance during a period, the change is reflected with a corresponding increase or decrease in the tax provision in the consolidated statements of operations. | |
Legal Provisions | |
ARI is periodically involved in legal proceedings arising from contracts, patents or other matters in the normal course of business. We reserve for any material estimated losses if the outcome is probable and reasonably estimable, in accordance with GAAP. We had no provisions for legal proceedings during the three and six months ended January 31, 2015 and 2014. | |
Basic_And_Diluted_Net_Income_P
Basic And Diluted Net Income Per Share | 6 Months Ended | ||||||||||||||
Jan. 31, 2015 | |||||||||||||||
Basic And Diluted Net Income Per Share [Abstract] | |||||||||||||||
Basic And Diluted Net Income Per Common Share | 2. Basic and Diluted Net Income per Common Share | ||||||||||||||
Basic net income per common share is computed by dividing net income by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period and reflects the potential dilution that could occur if all of ARI’s outstanding stock options and warrants that are in the money were exercised (calculated using the treasury stock method). | |||||||||||||||
The following table is a reconciliation of basic and diluted net income per common share (in thousands, except per share data): | |||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net income (loss) | $ | 260 | $ | -461 | $ | 364 | $ | -436 | |||||||
Weighted-average common shares outstanding | 14,393 | 13,184 | 14,043 | 13,154 | |||||||||||
Effect of dilutive stock options and warrants | 468 | - | 432 | - | |||||||||||
Diluted weighted-average common shares outstanding | 14,861 | 13,184 | 14,475 | 13,154 | |||||||||||
Net income (loss) per share | |||||||||||||||
Basic | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | |||||||
Diluted | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | |||||||
Options and warrants that could potentially dilute net income per share in the future that are not included in the computation of diluted net income per share, as their impact is anti-dilutive | - | 1,462 | 5 | 1,462 | |||||||||||
Debt
Debt | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Debt [Abstract] | |||||||||
Debt | 3. Debt | ||||||||
Silicon Valley Bank | |||||||||
On April 26, 2013, the Company entered into a Loan and Security Agreement (the “Agreement”) with Silicon Valley Bank (“SVB”), pursuant to which SVB extended to the Company credit facilities consisting of a $3,000,000 revolving credit facility with a maturity date of April 26, 2015 and a $4,500,000 term loan with a maturity date of April 26, 2018. The Agreement replaced the Company’s Loan and Security Agreement with Fifth Third Bank. | |||||||||
On September 30, 2014, in connection with the Company’s acquisition of Tire Company Solutions, LLC (“TCS”), the Company entered into the First Loan Modification Agreement (the “Modification Agreement”) with SVB, which contained substantial amendments to the terms of the Agreement. | |||||||||
The Modification Agreement includes credit facilities consisting of a $3,000,000 revolving credit facility with a maturity date of September 30, 2016 and a $6,050,000 term loan with a maturity date of September 30, 2019. This term loan is an amendment to the existing $4,500,000 term loan with an original maturity date of April 26, 2018. | |||||||||
The term loan and any loans made under the SVB revolving credit facility accrue interest at a per annum rate equal to the Prime rate plus the Applicable Margin for Prime Rate Loans set forth in the chart below determined based on the Total Leverage Ratio, as defined in the Modification Agreement. The Company had $750,000 outstanding on the revolving credit facility and the effective interest rate was 3.75% at January 31, 2015. | |||||||||
Applicable Margin | Applicable Margin | ||||||||
Total Leverage Ratio | for Libor Loans | for Prime Rate Loans | |||||||
>=/font>2.50 to 1.0: | 3.25 | % | 1.50 | % | |||||
> 1.75 to 1.00 but <2.50 to 1.00: | 3.00 | % | 1.00 | % | |||||
<=/font>1.75 to 1.00: | 2.75 | % | 0.50 | % | |||||
Principal in respect of any loans made under the revolving facility is required to be paid in its entirety on or before September 30, 2016. Principal in respect of the term loan is required to be paid in quarterly installments on the first day of each fiscal quarter of the Company as follows: $151,250 commenced on November 1, 2014 through August 1, 2016; $226,875 commencing on November 1, 2016 through August 1, 2017; and $302,500 commencing on November 1, 2017 through August 1, 2019. All remaining principal in respect of the term loan is due and payable on September 30, 2019. The Company is permitted to prepay all of, but not less than all of, the outstanding principal amount of the term loan upon notice to SVB and, in certain circumstances, the payment of a prepayment penalty of up to $121,000. Following July 31, 2015, the Modification Agreement requires the Company to make additional payments in the amount of 25% of excess cash flow until the Company’s Total Leverage Ratio is less than 2.00 to 1.00. | |||||||||
The Modification Agreement contains covenants that restrict, among other things and subject to certain conditions, the ability of the Company to permit a change of control, incur debt, create liens on its assets, make certain investments, enter into merger or acquisition transactions and make distributions to its shareholders. Financial covenants include the maintenance of a minimum Total Leverage Ratio equal to or less than 3.00 to 1.00 and the maintenance of a Fixed Charge Coverage Ratio (as defined in the Modification Agreement) equal to or greater than 1.25 to 1.00. The Modification Agreement also contains customary events of default that, if triggered, could result in an acceleration of the Company’s obligations under the Modification Agreement. The loans are secured by a first priority security interest in substantially all assets of the Company. | |||||||||
TCS Promissory Notes | |||||||||
In connection with the acquisition of TCS, on September 30, 2014, the Company issued two promissory notes (the “Notes”) in the aggregate principal amount of $3,000,000 to the former owners of TCS. In February 2015, the principal amount of the Notes was reduced by $66,575 as a result of post-closing adjustments to the valuation of the net assets acquired, pursuant to the terms of the asset purchase agreement. The Notes initially will accrue interest on the outstanding unpaid principal balance at a rate per annum equal to 5.0%; however, if any amount payable under a Note is not paid when due, such overdue amount will bear interest at the default rate of 7.5% from the date of such non-payment until such amount is paid in full. Accrued interest on the Notes will be due and payable quarterly commencing on December 29, 2014 and continuing on each 90th calendar day thereafter, until September 30, 2018, at which time all accrued interest and outstanding principal balance will be due and payable in full. The first four payments due and payable under the Notes will be interest only payments, and payments of principal and interest shall not commence until the payment due on December 29, 2015. The payments are subject to acceleration upon certain Events of Default, as defined in the Notes. | |||||||||
The following table sets forth certain information related to the Company’s long-term debt as of January 31, 2015 and July 31, 2014 (in thousands): | |||||||||
31-Jan | 31-Jul | ||||||||
2015 | 2014 | ||||||||
Notes payable principal | $ | 8,832 | $ | 4,050 | |||||
Less current maturities | -855 | -675 | |||||||
Notes payable - non-current | $ | 7,977 | $ | 3,375 | |||||
Minimum principal payments due on the SVB Term Note and the TCS Notes are as follows for the fiscal years ending (in thousands): | |||||||||
SVB Term Note | TCS Notes | Total Notes Payable | |||||||
2015 | $ | 303 | $ | — | $ | 303 | |||
2016 | 605 | 733 | 1,338 | ||||||
2017 | 832 | 978 | 1,810 | ||||||
2018 | 1,134 | 978 | 2,112 | ||||||
2019 | 1,210 | 244 | 1,454 | ||||||
2020 | 1,815 | — | 1,815 | ||||||
$ | 5,899 | $ | 2,933 | $ | 8,832 | ||||
Business_Combinations
Business Combinations | 6 Months Ended | |||||||||||||||
Jan. 31, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Business Combinations | 4. Business Combinations | |||||||||||||||
On September 30, 2014, the Company acquired substantially all of the assets of TCS, a leading provider of software, websites and digital marketing services designed exclusively for dealers, wholesalers, retreaders and manufacturers within the automotive tire and wheel industries. Consideration for the acquisition included (1) a cash payment equal to $4,200,000; (2) 618,744 shares of the Company's common stock; (3) the issuance of two promissory notes in aggregate principal amount of $2,933,000 (as adjusted) to the former owners of TCS; and (4) a contingent earn-out purchase price contingent upon the attainment of specific revenue goals over the first three years following the acquisition. | ||||||||||||||||
The acquisition eliminated a direct competitor and increased the Company’s portfolio of automotive tire and wheel dealer websites by more than 30%. The acquisition is expected to accelerate ARI’s opportunity to drive organic growth through the cross‐selling of new products. It also provides solutions for the entire automotive tire and wheel supply chain, including wholesalers, retreaders and manufacturers. TCS offers a business management solution for tire and wheel dealers as well as for auto repair shops. The combined customer benefits and operational efficiencies are expected to result in a stronger organization that can create more value for our customers, shareholders and employees. | ||||||||||||||||
The acquisition was funded from cash on hand, an increase in our SVB Term Loan, funds available on our revolving credit facility and seller financing. The following tables show the preliminary allocation of the purchase price (in thousands): | ||||||||||||||||
Purchase | ||||||||||||||||
Price | ||||||||||||||||
Cash | $ | 4,200 | ||||||||||||||
Financed by note payable | 2,933 | |||||||||||||||
Issuance of common stock | 1,980 | |||||||||||||||
Contingent earn-out | 711 | |||||||||||||||
Purchase price | $ | 9,824 | ||||||||||||||
Preliminary | ||||||||||||||||
Purchase | ||||||||||||||||
Allocation | ||||||||||||||||
Trade receivables, less allowance for doubtful accounts of $260 | $ | 594 | ||||||||||||||
Prepaid expense and other | 34 | |||||||||||||||
Assumed liabilities | -628 | |||||||||||||||
Furniture and equipment | 120 | |||||||||||||||
Software product costs | 790 | |||||||||||||||
Intangible assets | 4,080 | |||||||||||||||
Goodwill | 4,834 | |||||||||||||||
Purchase price allocation | $ | 9,824 | ||||||||||||||
Estimated intangible assets include the fair value of tradenames, customer relationships, and non-competition agreements. Estimated goodwill represents the additional benefits provided to the Company by the acquisition of TCS through operational synergies. The Company cannot determine revenue and expenses specifically related to the TCS operation since the date of acquisition, as we have begun integration of the businesses. The Company acquired approximately $5,200,000 of tax deductible goodwill related to the TCS acquisition. | ||||||||||||||||
The final purchase price, as well as the purchase price allocation, is subject to the completion of the final valuation of the net assets acquired and contingent earn-out. The final valuation is expected to be completed as soon as is practicable but no later than September 30, 2015 and could have a material impact on the preliminary purchase price allocation disclosed above. | ||||||||||||||||
The following preliminary unaudited pro forma combined financial information presents the Company's results as if the Company had acquired TCS on August 1, 2013. The unaudited pro forma information has been prepared with the following considerations: | ||||||||||||||||
i. | The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting under existing GAAP. The Company is the acquirer for accounting purposes. | |||||||||||||||
ii. | The pro forma combined financial information does not reflect any operating cost synergy savings that the combined company may achieve as a result of the acquisition, the costs necessary to achieve these operating synergy savings or additional charges necessary as a result of the acquisition. | |||||||||||||||
The unaudited pro forma financial information presented is for information purposes only and does not purport to represent what the Company's and TCS’s financial position or results of operations would have been had the acquisition in fact occurred on such date or at the beginning of the period indicated, nor does it project the Company's and TCS’s financial position or results of operation for any future date or period. | ||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenue | $ | 10,139 | $ | 9,329 | $ | 20,167 | $ | 18,536 | ||||||||
Net income | $ | 260 | $ | -456 | $ | 503 | $ | -438 | ||||||||
Net income per common share: | ||||||||||||||||
Basic | $ | 0.02 | $ | -0.03 | $ | 0.04 | $ | -0.03 | ||||||||
Diluted | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | ||||||||
Pro forma adjustments to net income include amortization costs related to the acquired intangible assets, acquisition-related professional fees, interest expense on the debt incurred to acquire the assets of TCS, and the tax effect of the historical TCS results of operations and the pro forma adjustments at an estimated tax rate of 40% as follows: | ||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Amortization of intangible assets | - | 81 | 54 | 162 | ||||||||||||
Acquisition-related professional fees | - | - | -210 | - | ||||||||||||
Interest expense | - | 67 | 45 | 135 | ||||||||||||
Income tax benefit (expense ) | - | 3 | 92 | -1 | ||||||||||||
On November 1, 2013, the Company acquired substantially all of the assets of DUO Web Solutions (“DUO”) pursuant to an Asset Purchase Agreement dated November 1, 2013. DUO was a leading provider of social media and online marketing services for the powersports industry, which is in line with the Company’s strategy to grow the digital marketing services side of the business. The Company determined that the DUO assets acquired did not constitute a business that is “significant” as defined in the applicable SEC regulations, nor did it have a material impact on the Company’s financial statements. | ||||||||||||||||
On August 17, 2012, the Company acquired substantially all of the assets of Ready2Ride, Incorporated (“Ready2Ride”) pursuant to the terms of an Asset Purchase Agreement dated August 17, 2012. Ready2Ride markets aftermarket fitment data to the powersports industry, which furthers ARI’s differentiated content strategy and expands ARI’s product offerings into aftermarket PG&A. | ||||||||||||||||
Consideration for the Ready2Ride acquisition included $500,000 in cash, 100,000 shares of the Company’s common stock and assumed liabilities totaling approximately $419,000, a contingent hold-back purchase price of up to $250,000 and a contingent earn-out purchase price ranging from, in aggregate, $0 to $1,500,000. | ||||||||||||||||
On October 22, 2013, the Company amended the Ready2Ride Asset Purchase Agreement in relation to the earn-out payments as follows: (i) the first earn-out payment was composed of $125,000 paid in October 2013 and 10,000 shares of common stock issued in November 2013; (ii) the second earn-out payment of $125,000, was paid in September 2014 and 15,000 shares of common stock were issued in September 2014; and (iii) the third earn-out payment is composed of $125,000 and 15,000 shares of common stock payable in September 2015. | ||||||||||||||||
The contingent holdback and earn-out payable was initially measured at fair value on a recurring basis calculated using the present value of future estimated revenue over the next three years, which was originally estimated at $750,000. Prior to the amendment, because the contingent earn-out payable had no comparable market data or significant observable inputs to determine fair value, it was classified as a Level 3 measurement. Because the amended Asset Purchase Agreement defines the future payments based on cash and Company stock actively traded, and the payments are no longer contingent on future events, the earn-out is now classified as a Level 1 fair value measurement. Unrealized gains and losses for changes in fair value are recognized in earnings. | ||||||||||||||||
The Company recorded a gain on change in fair value of the estimated contingent earn-out payable of approximately $26,000 or $0.00 per basic and diluted share as a result of the amendment in the first quarter of fiscal 2014. | ||||||||||||||||
The remaining estimated contingent payments due as of January 31, 2015 related to the Ready2Ride and TCS acquisitions are as follows (in thousands): | ||||||||||||||||
2016 | $ | 679 | ||||||||||||||
2017 | 190 | |||||||||||||||
2018 | 88 | |||||||||||||||
Total estimated payments | 957 | |||||||||||||||
Less imputed interest | -62 | |||||||||||||||
Present value of contingent liabilities | $ | 895 | ||||||||||||||
The following table shows changes in the estimated holdback and earn-out payable related to the Ready2Ride and TCS acquisitions for the six months ended January 31 (in thousands): | ||||||||||||||||
Six months ended January 31 | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Beginning balance | $ | 448 | $ | 721 | ||||||||||||
Additions (TCS) | 711 | - | ||||||||||||||
Payments | -292 | -283 | ||||||||||||||
Imputed interest recognized | 28 | 43 | ||||||||||||||
Gain on change in fair value of earn-out | - | -26 | ||||||||||||||
Ending balance | $ | 895 | $ | 455 | ||||||||||||
Less current portion | $ | -668 | $ | -286 | ||||||||||||
Ending balance, long-term | $ | 227 | $ | 169 | ||||||||||||
Disposition_Of_A_Component_Of_
Disposition Of A Component Of An Entity | 6 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Disposition Of A Component Of An Entity [Abstract] | |||||||||||
Disposition Of A Component Of An Entity | 5. Disposition of a Component of an Entity | ||||||||||
On March 1, 2011, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Globalrange Corporation (“Globalrange”). Under the terms of the Agreement, the Company sold to Globalrange certain rights and assets relating to our electronic data interchange business for the agricultural chemicals industry (the “AgChem EDI Business”). Because the AgChem EDI Business was not a separate entity or reportable segment, the transaction was recorded as a disposition of a component of an entity. | |||||||||||
As part of the purchase price for the AgChem EDI Business, Globalrange agreed to assume certain liabilities of ARI relating to the AgChem EDI Business, primarily consisting of unearned revenue (as defined in the Agreement). Globalrange is making earn-out payments to ARI annually over a four-year period following the closing date, with an initial pre-payment of $80,000. The amounts of such earn-out payments are determined based on collections received by Globalrange relating to the AgChem EDI Business during such period, and are subject to a floor and cap, in accordance with the terms of the Agreement. | |||||||||||
The contingent earn-out receivable is measured at fair value on a recurring basis calculated using the present value of future estimated revenue. Unrealized gains and losses for changes in fair value are recognized in earnings. Because the contingent earn-out receivable has no comparable market data or significant observable inputs to determine fair value, it is classified as Level 3 measurement. The primary factors used to determine the fair value include: (i) the estimated future revenue related to the business recognized by the buyer; and (ii) the estimated risk free interest rate of a market participant. Increases in the estimated future revenue related to the business sold, which has the most impact on the fair value of the contingent earn-out receivable, would cause the fair value of the earn-out to increase. | |||||||||||
The amount of the earn-out receivable was originally estimated at $580,000 less an imputed discount of $97,000, based on the present value of the estimated earn-out payments (the “earn-out receivable”), discounted at 14%, which was the prevailing rate of interest charged on the Company’s debt at the time of the sale. The discount is amortized to interest income, which is included in other income on the consolidated statements of income, over the life of the earn-out. | |||||||||||
An assessment of the expected future cash flows of the Earn-out Receivable is performed annually in the third fiscal quarter based on historical receipts over the previous twelve month period. Changes in estimate and cash received in excess of expected cash receipts are recorded as a gain or loss in other expense (income). | |||||||||||
The remaining earn-out receivable totals $22,000 in prepaid expenses and other on the consolidated balance sheet at January 31, 2015, with estimated receivables as follows (in thousands): | |||||||||||
Total estimated current payments receivable | $ | 24 | |||||||||
Less imputed interest | -2 | ||||||||||
Present value of earn-out receivable | $ | 22 | |||||||||
The following table shows changes in the earn-out receivable during the six months ended January 31, 2015 (in thousands): | |||||||||||
Six months ended January 31 | |||||||||||
2015 | 2014 | ||||||||||
Beginning balance | $ | 73 | $ | 160 | |||||||
Net receipts | -58 | -37 | |||||||||
Imputed interest recognized | 7 | 8 | |||||||||
Ending balance | $ | 22 | $ | 131 | |||||||
Other_Intangible_Assets
Other Intangible Assets | 6 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Other Intangible Assets [Abstract] | |||||||||||||
Other Intangible Assets | 6. Other Intangible Assets | ||||||||||||
Amortizable intangible assets include customer relationships and other intangibles including trade names and non-compete agreements. We estimate that we acquired $4,080,000 of intangible assets from the TCS acquisition in the first quarter of fiscal 2015. Amortizable intangible assets are composed of the following at January 31, 2015 and 2014 (in thousands): | |||||||||||||
Six months ended January 31, 2014 | Wtd. Avg. | ||||||||||||
Cost | Accumulated | Net | remaining | ||||||||||
Customer relationships | Basis | Amortization | Value | life | |||||||||
Beginning balance | $ | 7,064 | $ | -3,090 | $ | 3,974 | |||||||
Activity | 110 | -250 | -140 | ||||||||||
Ending balance | $ | 7,174 | $ | -3,340 | $ | 3,834 | 11.29 | ||||||
Other intangibles | |||||||||||||
Beginning balance | $ | 383 | $ | -258 | $ | 125 | |||||||
Activity | - | -58 | -58 | ||||||||||
Ending balance | $ | 383 | $ | -316 | $ | 67 | 0.72 | ||||||
Total intangibles | |||||||||||||
Beginning balance | $ | 7,447 | $ | -3,348 | $ | 4,099 | |||||||
Activity | 110 | -308 | -198 | ||||||||||
Ending balance | $ | 7,557 | $ | -3,656 | $ | 3,901 | 11.11 | ||||||
Six months ended January 31, 2015 | Wtd. Avg. | ||||||||||||
Cost | Accumulated | Net | remaining | ||||||||||
Customer relationships | Basis | Amortization | Value | life | |||||||||
Beginning balance | $ | 7,174 | $ | -3,584 | $ | 3,590 | |||||||
Activity | 2,680 | -360 | 2,320 | ||||||||||
Ending balance | $ | 9,854 | $ | -3,944 | $ | 5,910 | 12.49 | ||||||
Other intangibles | |||||||||||||
Beginning balance | $ | 383 | $ | -361 | $ | 22 | |||||||
Activity | 1,400 | -99 | 1,301 | ||||||||||
Ending balance | $ | 1,783 | $ | -460 | $ | 1,323 | 2.05 | ||||||
Total intangibles | |||||||||||||
Beginning balance | $ | 7,557 | $ | -3,945 | $ | 3,612 | |||||||
Activity | 4,080 | -459 | 3,621 | ||||||||||
Ending balance | $ | 11,637 | $ | -4,404 | $ | 7,233 | 11.88 | ||||||
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 6 Months Ended | |||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||
Stock-Based Compensation Plans [Abstract] | ||||||||||||||||||
Stock-Based Compensation Plans | 7. Stock-based Compensation Plans | |||||||||||||||||
The Company uses the Black-Scholes model to value stock options granted. Expected volatility is based on historical volatility of the Company’s stock. The expected life of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual term of the options is based on the United States Treasury yields in effect at the time of grant. | ||||||||||||||||||
Stock options granted to employees under the Company’s stock option plans typically vest 25% on the first anniversary of the grant and 25% on the one year anniversary of each of the three following years. Stock options granted to non-employee directors under the Company’s stock option plans typically vest 50% on the first anniversary of the grant and 50% on the next one year anniversary. The Company recognizes stock option expense over the vesting period for each vesting tranche. | ||||||||||||||||||
As recognizing stock-based compensation expense is based on awards ultimately expected to vest, the amount of recognized expense has been reduced for estimated forfeitures based on the Company’s historical experience. Total stock option compensation expense recognized by the Company was approximately $40,000 and $12,000 during the three month periods ended January 31, 2015 and 2014, respectively, and approximately $69,000 and $48,000 during the six month periods ended January 31, 2015 and 2014, respectively. There was approximately $234,000 and $326,000 of total unrecognized compensation costs related to non-vested options granted under the Company’s stock option plans as of January 31, 2015 and 2014, respectively. Total unrecognized compensation cost will be adjusted for any future changes in estimated and actual forfeitures. There were no capitalized stock-based compensation costs during the periods presented. | ||||||||||||||||||
The following table shows the weighted average assumptions used to estimate the fair value of options granted: | ||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Expected life (years) | 5 years | 10 years | 5 years | 10 years | ||||||||||||||
Risk-free interest rate | 1.7 | % | 2.8 | % | 1.7 | % | 2.8 | % | ||||||||||
Expected volatility | 65.7 | % | 73.4 | % | 65.3 | % | 73.4 | % | ||||||||||
Expected forfeiture rate | 7.0 | % | 28.7 | % | 7.0 | % | 16.8 | % | ||||||||||
Expected dividend yield | - | - | - | - | ||||||||||||||
Weighted-average estimated | ||||||||||||||||||
fair value of options granted | ||||||||||||||||||
during the year | $ | 1.97 | $ | 2.56 | $ | 1.80 | $ | 2.56 | ||||||||||
Cash received from the exercise | ||||||||||||||||||
of stock options | $ | 56,000 | $ | 125,000 | $ | 80,000 | $ | 141,000 | ||||||||||
2000 Stock Option Plan | ||||||||||||||||||
The Company’s 2000 Stock Option Plan (the “2000 Plan”) had 1,950,000 shares of common stock authorized for issuance. Each incentive stock option that was granted under the 2000 Plan is exercisable for a period of not more than ten years from the date of grant (five years in the case of a participant who is a 10% shareholder of the Company, unless the stock options are nonqualified), or such shorter period as determined by the Compensation Committee, and shall lapse upon the expiration of said period, or earlier upon termination of the participant’s employment with the Company. The 2000 Plan expired on December 13, 2010, at which time it was terminated except for outstanding options. While options previously granted under the 2000 Plan will continue to be effective through the remainder of their terms, no new options may be granted under the 2000 Plan. | ||||||||||||||||||
Changes in option shares under the 2000 Plan during the three and six months ended January 31, 2015 and fiscal 2014 were as follows: | ||||||||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 10/31/13 | 963,661 | $ | 1.43 | 3.93 | $ | 1,773,485 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -127,500 | 0.74 | n/a | n/a | ||||||||||||||
Forfeited | -14,087 | 0.70 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 822,074 | $ | 1.55 | 3.21 | $ | 1,514,709 | ||||||||||||
Exercisable at 1/31/14 | 820,700 | $ | 1.55 | 3.20 | $ | 1,510,836 | ||||||||||||
Outstanding at 10/31/14 | 508,125 | $ | 1.57 | 3.31 | $ | 960,733 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -34,375 | 2.23 | n/a | n/a | ||||||||||||||
Forfeited | -750 | 1.24 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Exercisable at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 7/31/13 | 986,786 | $ | 1.41 | 4.22 | $ | 1,564,296 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -147,500 | 0.74 | n/a | n/a | ||||||||||||||
Forfeited | -17,212 | 0.75 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 822,074 | $ | 1.55 | 3.21 | $ | 1,514,709 | ||||||||||||
Exercisable at 1/31/14 | 820,700 | $ | 1.55 | 3.20 | $ | 1,510,836 | ||||||||||||
Outstanding at 7/31/14 | 611,300 | $ | 1.60 | 3.18 | $ | 834,752 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -137,350 | 1.89 | n/a | n/a | ||||||||||||||
Forfeited | -950 | 1.26 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Exercisable at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
The range of exercise prices for options outstanding under the 2000 Plan was $0.49 to $2.74 at January 31, 2015 and 2014. | ||||||||||||||||||
Changes in the 2000 Plan's non-vested option shares included in the outstanding shares above during the three and six months ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 10/31/13 | 14,961 | $ | 0.62 | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | -13,587 | 0.63 | ||||||||||||||||
Non-vested at 1/31/14 | 1,374 | $ | 0.57 | |||||||||||||||
Non-vested at 10/31/14 | - | $ | - | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | - | n/a | ||||||||||||||||
Non-vested at 1/31/15 | - | $ | - | |||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 7/31/13 | 27,461 | $ | 0.64 | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | -12,500 | 0.67 | ||||||||||||||||
Forfeited | -13,587 | 0.63 | ||||||||||||||||
Non-vested at 1/31/14 | 1,374 | $ | 0.57 | |||||||||||||||
Non-vested at 7/31/14 | - | $ | - | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | - | n/a | ||||||||||||||||
Non-vested at 1/31/15 | - | $ | - | |||||||||||||||
The weighted average remaining vesting period was 0 and .5 years at January 31, 2015 and 2014, respectively. | ||||||||||||||||||
2010 Equity Incentive Plan | ||||||||||||||||||
The Board of Directors adopted the ARI Network Services, Inc. 2010 Equity Incentive Plan (as amended, the “2010 Plan”) on November 9, 2010. The plan was approved by the Company's shareholders in December 2010, and amendments to the 2010 Plan were approved by the Company’s shareholders in January 2014. The 2010 Plan is the successor to the Company’s 2000 Plan. There are 1,850,000 shares of Company common stock authorized for issuance under the 2010 Plan. Potential awards under the 2010 Plan include incentive stock options (“ISOs’’) and non-statutory stock options (“NSOs”), shares of restricted stock or restricted stock units, stock appreciation rights (“SARs), and shares of common stock. Up to 1,525,000 of the shares authorized for issuance under the 2010 Plan may be used for common stock, restricted stock or restricted stock unit awards. | ||||||||||||||||||
The exercise price for options and stock appreciation rights under the 2010 Plan cannot be less than 100% of the fair market value of the Company’s common stock on the date of grant, and the exercise prices for options and stock appreciation rights cannot be repriced without shareholder approval, except to reflect changes to the capital structure of the Company as described in the 2010 Plan. The maximum term of options and stock appreciation rights under the 2010 Plan is 10 years. The 2010 Plan does not have liberal share counting provisions (such as provisions that would permit shares withheld for payment of taxes or the exercise price of stock options to be re-granted under the plan). | ||||||||||||||||||
Changes in option shares under the 2010 Plan during the three and six months ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 10/31/13 | 385,585 | $ | 1.24 | 8.45 | $ | 781,652 | ||||||||||||
Granted | 100,000 | 3.25 | n/a | n/a | ||||||||||||||
Exercised | -45,000 | 0.88 | n/a | n/a | ||||||||||||||
Forfeited | -14,500 | 0.89 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 426,085 | $ | 1.76 | 8.67 | $ | 693,641 | ||||||||||||
Exercisable at 1/31/14 | 178,440 | $ | 1.29 | 8.07 | $ | 374,908 | ||||||||||||
Outstanding at 10/31/14 | 485,876 | $ | 2.24 | 8.16 | $ | 593,984 | ||||||||||||
Granted | 5,000 | 3.54 | n/a | n/a | ||||||||||||||
Exercised | -22,375 | 1.83 | n/a | n/a | ||||||||||||||
Forfeited | -14,000 | 2.15 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 454,501 | $ | 2.27 | 8.15 | $ | 534,732 | ||||||||||||
Exercisable at 1/31/15 | 203,752 | $ | 1.72 | 7.40 | $ | 351,925 | ||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 7/31/13 | 394,460 | $ | 1.25 | 8.70 | $ | 691,485 | ||||||||||||
Granted | 100,000 | 3.25 | n/a | n/a | ||||||||||||||
Exercised | -45,000 | 0.88 | n/a | n/a | ||||||||||||||
Forfeited | -23,375 | 1.10 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 426,085 | $ | 1.76 | 8.67 | $ | 693,641 | ||||||||||||
Exercisable at 1/31/14 | 178,440 | $ | 1.29 | 8.07 | $ | 374,908 | ||||||||||||
Outstanding at 7/31/14 | 482,542 | $ | 2.16 | 8.56 | $ | 453,057 | ||||||||||||
Granted | 50,000 | 3.24 | n/a | n/a | ||||||||||||||
Exercised | -38,375 | 1.52 | n/a | n/a | ||||||||||||||
Forfeited | -39,666 | 2.84 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 454,501 | $ | 2.27 | 8.15 | $ | 534,732 | ||||||||||||
Exercisable at 1/31/15 | 203,752 | $ | 1.72 | 7.40 | $ | 351,925 | ||||||||||||
The range of exercise prices for options outstanding under the 2010 Plan was $0.58 to $3.54 and $0.58 to $3.25 at January 31, 2015 and 2014, respectively. | ||||||||||||||||||
Changes in the 2010 Plan's non-vested option shares included in the outstanding shares above during the three and six months ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 10/31/13 | 161,145 | $ | 1.29 | |||||||||||||||
Granted | 100,000 | 3.25 | ||||||||||||||||
Vested | - | 1.00 | ||||||||||||||||
Forfeited | -13,500 | 0.90 | ||||||||||||||||
Non-vested at 1/31/14 | 247,645 | $ | 2.10 | |||||||||||||||
Non-vested at 10/31/14 | 253,499 | $ | 2.66 | |||||||||||||||
Granted | 5,000 | 3.54 | ||||||||||||||||
Vested | - | - | ||||||||||||||||
Forfeited | -7,750 | 1.26 | ||||||||||||||||
Non-vested at 1/31/15 | 250,749 | $ | 2.72 | |||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 7/31/13 | 177,145 | $ | 1.25 | |||||||||||||||
Granted | 100,000 | 3.25 | ||||||||||||||||
Vested | -15,000 | 0.84 | ||||||||||||||||
Forfeited | -14,500 | 0.98 | ||||||||||||||||
Non-vested at 1/31/14 | 247,645 | $ | 2.10 | |||||||||||||||
Non-vested at 7/31/14 | 227,499 | $ | 2.60 | |||||||||||||||
Granted | 50,000 | 3.24 | ||||||||||||||||
Vested | - | - | ||||||||||||||||
Forfeited | -26,750 | 2.65 | ||||||||||||||||
Non-vested at 1/31/15 | 250,749 | $ | 2.72 | |||||||||||||||
The weighted average remaining vesting period was 2.63 and 1.55 years at January 31, 2015 and 2014, respectively. | ||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||
The Company’s 2000 Employee Stock Purchase Plan, as amended, (“ESPP”) has 575,000 shares of common stock reserved for issuance, of which 263,974 and 224,955 of the shares have been issued as of January 31, 2015 and 2014, respectively. All employees with at least six months of service are eligible to participate. Shares may be purchased at the end of a specified period at the lower of 85% of the market value at the beginning or end of the specified period through accumulation of payroll deductions, not to exceed 5,000 shares per employee per year. | ||||||||||||||||||
Long-Term Executive Bonus Plan | ||||||||||||||||||
The Compensation Committee adopted the Long-Term Executive Bonus Plan (“LTEB”) for eligible executive officers of the Company effective beginning in fiscal 2013. The amount of the award is determined after the close of the fiscal year based on subjective performance criteria. Except as otherwise provided by the Compensation Committee, awards will consist of (i) restricted stock based on a percentage of base salary and the number of shares granted will be based upon the closing price of the shares at the time the Committee determines the amount of the Award, which will be the same as the grant date of the restricted stock and (ii) cash to cover the minimum withholding taxes on the Award. The restricted stock will be granted under the ARI 2010 Equity Incentive Plan and will vest in four installments, beginning on the date of issuance and the next three anniversaries of the date of issuance. Awards under the LTEB are expensed over the requisite service period plus the vesting period. The Company expensed $43,000 and $70,000 during the three months ended January 31, 2015 and 2014, respectively, and $86,000 and $100,000 during the six months ended January 31, 2015 and 2014, respectively, related to the LTEB. A portion of this expense relates to the amortization of restricted shares issued and expensed over their vesting period and a portion relates to bonus expense accrued, but unissued, recognized over the requisite service period. | ||||||||||||||||||
Restricted Stock | ||||||||||||||||||
Up to 1,525,000 of the shares authorized for issuance under the 2010 Plan may be granted in the form of shares of common stock, restricted stock or restricted stock units. The Company grants restricted stock to its directors as an annual retainer, its officers under the LTEB and from time to time to directors, officers or employees as incentive compensation or as discretionary compensation in place of cash. The Company recognized compensation expense, exclusive of amounts related to LTEB expense disclosed above, of $42,000 and $40,000 during the three months ended January 31, 2015 and 2014, respectively, and $86,000 and $76,000 during the six months ended January 31, 2015 and 2014, respectively, related to restricted stock expensed over the vesting period. | ||||||||||||||||||
Changes in unvested restricted shares of common stock under the 2010 Plan during the three and six months ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Beginning balance unvested restricted stock | 94,913 | 81,000 | 93,704 | 85,500 | ||||||||||||||
Granted | 41,652 | 124,260 | 71,471 | 124,260 | ||||||||||||||
Vested | — | -72,000 | -28,610 | -76,500 | ||||||||||||||
Ending balance unvested restricted stock | 136,565 | 133,260 | 136,565 | 133,260 | ||||||||||||||
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||
Income Taxes | 8. Income Taxes | ||||||||||||||||||||||||||||
The unaudited provision for income taxes for the three and six months ended January 31, 2015 and 2014 is composed of the following (in thousands): | |||||||||||||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||
Federal | $ | -9 | $ | — | $ | -11 | $ | — | |||||||||||||||||||||
State | -19 | — | -36 | -6 | |||||||||||||||||||||||||
Change in valuation allowance | 17 | 32 | 17 | 32 | |||||||||||||||||||||||||
Deferred, net | -263 | 194 | -333 | 116 | |||||||||||||||||||||||||
Income tax benefit (expense) | $ | -274 | $ | 226 | $ | -363 | $ | 142 | |||||||||||||||||||||
The provision for income taxes is based on taxes payable under currently enacted tax laws and an analysis of temporary differences between the book and tax bases of the Company’s assets and liabilities, including various accruals, allowances, depreciation and amortization, and does not represent current taxes due. The tax effect of these temporary differences and the estimated benefit from tax net operating losses are reported as deferred tax assets and liabilities in the consolidated balance sheet. We have unused net operating loss carry forwards ("NOLs") for federal income tax purposes, and as a result, we generally only incur alternative minimum taxes at the federal level. | |||||||||||||||||||||||||||||
The Company also has NOLs related to tax losses incurred by its Netherlands operation. Under tax laws in the Netherlands, NOLs are able to be carried forward for a period of nine years. The Company has determined that, consistent with prior periods, it is not likely that the net operating losses will be utilized by the Company. This conclusion was primarily based on the negative evidence of a history of losses and expired NOLs related to this entity. In the opinion of the company, there is not enough positive evidence to overcome this negative evidence. Therefore, a full valuation allowance is recorded, resulting in $0 net deferred tax assets related to the Netherlands operation at January 31, 2015 and 2014. In the fourth quarter of fiscal 2014, management reclassified the net deferred tax assets to show the gross deferred tax assets related to the Netherlands NOLs of approximately $761,000 and the related full valuation allowance. | |||||||||||||||||||||||||||||
As of January 31, 2015, the Company had accumulated NOLs for federal, state and international tax purposes of approximately $5,834,000, $3,207,000 and $2,985,000, respectively, which expire as follows (in thousands): | |||||||||||||||||||||||||||||
Twelve months ended July 31, | Federal | State | International | ||||||||||||||||||||||||||
2015 | $ | - | $ | 3,128 | $ | 798 | |||||||||||||||||||||||
2016 | - | - | 773 | ||||||||||||||||||||||||||
2017 | - | - | 324 | ||||||||||||||||||||||||||
2018 | - | - | 171 | ||||||||||||||||||||||||||
2019 | - | 4 | - | ||||||||||||||||||||||||||
2020 | 4,884 | - | 92 | ||||||||||||||||||||||||||
2021 | - | - | 121 | ||||||||||||||||||||||||||
2022 | - | - | 268 | ||||||||||||||||||||||||||
2023 | - | - | 265 | ||||||||||||||||||||||||||
2024 | 4 | - | 173 | ||||||||||||||||||||||||||
2025 | - | 75 | - | ||||||||||||||||||||||||||
2030 | 946 | - | - | ||||||||||||||||||||||||||
$ | 5,834 | $ | 3,207 | $ | 2,985 | ||||||||||||||||||||||||
* Years not shown have no amounts that expire. | |||||||||||||||||||||||||||||
An assessment is performed periodically of the likelihood that the Company’s net deferred tax assets will be realized from future taxable income. To the extent management believes it is more likely than not that some portion, or all, of the deferred tax asset will not be realized, a valuation allowance is established. This assessment is based on all available evidence, both positive and negative, in evaluating the likelihood of realizability. Issues considered in the assessment include future reversals of existing taxable temporary differences, estimates of future taxable income (exclusive of reversing temporary differences and carryforwards) and prudent tax planning strategies available in future periods. Because the ultimate realizability of deferred tax assets is highly subject to the outcome of future events, the amount established as a valuation allowance is considered to be a significant estimate that is subject to change in the near term. To the extent a valuation allowance is established or there is a change in the allowance during a period, the change is reflected with a corresponding increase or decrease in the tax provision in the consolidated statements of operations. | |||||||||||||||||||||||||||||
A reconciliation between income tax expense and income taxes computed by applying the statutory federal income tax rate of 34%, the state rate of approximately 3% to U.S. based income (loss) before income taxes for the three and six months ended January 31 is as follows (in thousands): | |||||||||||||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||
Computed federal and state income taxes at 37% | $ | -235 | $ | 218 | $ | -332 | $ | 154 | |||||||||||||||||||||
Permanent items | -78 | -9 | -24 | -32 | |||||||||||||||||||||||||
Change in estimated valuation allowance | — | 32 | — | 32 | |||||||||||||||||||||||||
Other | 39 | -15 | -7 | -12 | |||||||||||||||||||||||||
Income tax (expense) benefit | $ | -274 | $ | 226 | $ | -363 | $ | 142 | - | ||||||||||||||||||||
We perform an evaluation of uncertain tax positions as a component of income tax expense on an annual basis. We determined that ARI did not have any significant risk related to income tax expense and therefore no amounts were reserved for uncertain tax positions as of January 31, 2015 and 2014. We will accrue and recognize interest and penalties related to uncertain tax positions as a component of income tax expense if it becomes necessary. Fiscal years subsequent to 2010 remain open and subject to examination by state tax jurisdictions and the United States federal tax authorities. | |||||||||||||||||||||||||||||
Description_Of_The_Business_An1
Description Of The Business And Significant Accounting Policies (Policy) | 3 Months Ended | 6 Months Ended |
Jan. 31, 2015 | Jan. 31, 2015 | |
Description Of The Business And Significant Accounting Policies [Abstract] | ||
Description Of the Business | Description of the Business | |
ARI Network Services, Inc. (“ARI” or “the Company”) creates software-as-a-service (“SaaS”), data-as-a-service (“DaaS”) and other solutions that help equipment manufacturers, distributors and dealers in selected vertical markets to Sell More Stuff!™ – online and in-store. We remove the complexity of selling and servicing new and used inventory, parts, garments, and accessories (”PG&A”) for customers in the outdoor power equipment (“OPE”), powersports, automotive tire and wheel (“ATW”), home medical equipment (“HME”), marine, recreational vehicle (“RV”) and appliances industries. Our innovative products are powered by a proprietary library of enriched original equipment and aftermarket content that spans more than 750,000 equipment models from over 1,500 manufacturers. More than 23,500 equipment dealers, 195 distributors and 3,360 brands worldwide leverage our web and eCatalog platforms to Sell More Stuff! | ||
We were incorporated in Wisconsin in 1981. Our principal executive office and headquarters is located in Milwaukee, Wisconsin. The office address is 10850 West Park Place, Suite 1200, Milwaukee, WI 53224, and our telephone number at that location is (414) 973-4300. Our principal website address is www.arinet.com. ARI also maintains operations in Duluth, Minnesota; Cypress, California; Floyds Knobs, Indiana; Cookeville, Tennessee; Salt Lake City, Utah and Leiden, The Netherlands. | ||
Basis Of Presentation | Basis of Presentation | |
These consolidated financial statements include the consolidated financial statements of ARI and its wholly-owned subsidiary, ARI Europe B.V. and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We eliminated all significant intercompany balances and transactions in consolidation. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by Regulation S-X, Rule 10-01. | ||
Fiscal Year | Fiscal Year | |
Our fiscal year ends on July 31. References to fiscal 2015, for example, refer to the fiscal year ended July 31, 2015, and references to fiscal 2014 refer to the fiscal year ended July 31, 2014. | ||
Revenue Recognition | Revenue Recognition | |
Revenues from subscription fees for use of our software, access to our catalog content, and software maintenance and support fees are all recognized ratably over the contractual term of the arrangement. ARI considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable and evaluates other arrangements with payment terms longer than normal to determine whether the arrangement is fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. Arrangements that include acceptance terms beyond the standard terms are not recognized until acceptance has occurred. If collectability is not considered probable, revenue is recognized when the fee is collected. | ||
For software license arrangements that do not require significant modification or customization of the underlying software, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. | ||
Revenues for professional services to customize complex features and functionality in a product’s base software code or develop complex interfaces within a customer’s environment are recognized as the services are performed if they are determined to have standalone value to the customer or if all of following conditions are met i) the customer has a contractual right to take possession of the software; ii) the customer will not incur significant penalty if it exercises this right; and iii) it is feasible for the customer to either run the software on its own hardware or contract with another unrelated party to host the software . When the current estimates of total contract revenue for professional services and the total related costs indicate a loss, a provision for the entire loss on the contract is made in the period the amount is determined. Professional service revenues for set-up and integration of hosted websites, or other services considered essential to the functionality of other elements of the arrangement, are amortized over the term of the contract. | ||
Revenue for variable transaction fees, primarily for use of the shopping cart feature of our websites, is recognized as it is earned. | ||
Amounts received for shipping and handling fees are reflected in revenue. Costs incurred for shipping and handling are reported in cost of revenue. | ||
Amounts invoiced to customers prior to recognition as revenue, as discussed above, are reflected in the accompanying balance sheets as deferred revenue. | ||
No single customer accounted for 5% or more of ARI’s revenue during the three and six months ended January 31, 2015 and 2014. | ||
Trade Receivables, Credit Policy And Allowance For Doubtful Accounts | Trade Receivables, Credit Policy and Allowance for Doubtful Accounts | |
Trade receivables are uncollateralized customer obligations due on normal trade terms, most of which require payment within thirty (30) days from the invoice date. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. | ||
The carrying amount of trade receivables is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews receivable balances that exceed ninety (90) days from the invoice date and, based on an assessment of current creditworthiness, estimates the portion of the balance that will not be collected. The allowance for potential doubtful accounts is reflected as an offset to trade receivables in the accompanying balance sheets. | ||
Capitalized And Purchased Software Product Costs | Capitalized and Purchased Software Product Costs | |
Certain software development and acquisition costs are capitalized when incurred. Capitalization of these costs begins upon the establishment of technological feasibility. The establishment of technological feasibility and the on-going assessment of recoverability of software costs require considerable judgment by management with respect to certain external factors, including, but not limited to, the determination of technological feasibility, anticipated future gross revenue, estimated economic life and changes in software and hardware technologies. | ||
The amortization of software products is computed using the straight-line method over the estimated economic life of the product which currently runs from two to nine years. Amortization starts when the product is available for general release to customers. The Company capitalizes software enhancements on an on-going basis and all other software development and support expenditures are charged to expense in the period incurred. | ||
Deferred Loan Fees and Debt Discounts | Deferred Loan Fees and Debt Discounts | |
Fees associated with securing debt are capitalized and included in prepaid expense and other and other long term assets on the consolidated balance sheet. Common stock issued in connection with securing debt is recorded to debt discount, reducing the carrying amount of the debt on the consolidated balance sheet. Deferred loan fees and debt discounts are amortized to interest expense over the life of the debt using the effective interest method. | ||
Deferred Income Taxes | ||
The tax effect of the temporary differences between the book and tax bases of assets and liabilities and the estimated tax benefit from tax net operating losses is reported as deferred tax assets and liabilities in the consolidated balance sheets. An assessment of the likelihood that net deferred tax assets will be realized from future taxable income is performed at each reporting date or when events or changes in circumstances indicate that there may be a change in the valuation allowance. Because the ultimate realizability of deferred tax assets is highly subject to the outcome of future events, the amount established as valuation allowance is considered to be a significant estimate that is subject to change in the near term. To the extent a valuation allowance is established or there is a change in the allowance during a period, the change is reflected with a corresponding increase or decrease in the tax provision in the consolidated statements of operations. | ||
Deferred Income Taxes | Deferred Income Taxes | |
The tax effect of the temporary differences between the book and tax bases of assets and liabilities and the estimated tax benefit from tax net operating losses is reported as deferred tax assets and liabilities in the consolidated balance sheets. An assessment of the likelihood that net deferred tax assets will be realized from future taxable income is performed at each reporting date or when events or changes in circumstances indicate that there may be a change in the valuation allowance. Because the ultimate realizability of deferred tax assets is highly subject to the outcome of future events, the amount established as valuation allowance is considered to be a significant estimate that is subject to change in the near term. To the extent a valuation allowance is established or there is a change in the allowance during a period, the change is reflected with a corresponding increase or decrease in the tax provision in the consolidated statements of operations | ||
Legal Provisions | Legal Provisions | |
ARI is periodically involved in legal proceedings arising from contracts, patents or other matters in the normal course of business. We reserve for any material estimated losses if the outcome is probable and reasonably estimable, in accordance with GAAP. We had no provisions for legal proceedings during the three and six months ended January 31, 2015 and 2014. | ||
Deferred Loan Fees And Debt Discounts | Deferred Loan Fees and Debt Discounts | |
Fees associated with securing debt are capitalized and included in prepaid expense and other and other long term assets on the consolidated balance sheet. Common stock issued in connection with securing debt is recorded to debt discount, reducing the carrying amount of the debt on the consolidated balance sheet. Deferred loan fees and debt discounts are amortized to interest expense over the life of the debt using the effective interest method. | ||
Basic_And_Diluted_Net_Income_P1
Basic And Diluted Net Income Per Share (Tables) | 3 Months Ended | ||||||||||||||
Jan. 31, 2015 | |||||||||||||||
Basic And Diluted Net Income Per Share [Abstract] | |||||||||||||||
Basic And Diluted Net Income Per Common Share | |||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net income (loss) | $ | 260 | $ | -461 | $ | 364 | $ | -436 | |||||||
Weighted-average common shares outstanding | 14,393 | 13,184 | 14,043 | 13,154 | |||||||||||
Effect of dilutive stock options and warrants | 468 | - | 432 | - | |||||||||||
Diluted weighted-average common shares outstanding | 14,861 | 13,184 | 14,475 | 13,154 | |||||||||||
Net income (loss) per share | |||||||||||||||
Basic | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | |||||||
Diluted | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | |||||||
Options and warrants that could potentially dilute net income per share in the future that are not included in the computation of diluted net income per share, as their impact is anti-dilutive | - | 1,462 | 5 | 1,462 | |||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | 6 Months Ended | ||||||||||||||
Jan. 31, 2015 | Jan. 31, 2015 | |||||||||||||||
Debt [Abstract] | ||||||||||||||||
Schedule Of Leverage Ratios And Applicable Margins | ||||||||||||||||
Applicable Margin | Applicable Margin | |||||||||||||||
Total Leverage Ratio | for Libor Loans | for Prime Rate Loans | ||||||||||||||
>=/font>2.50 to 1.0: | 3.25 | % | 1.50 | % | ||||||||||||
> 1.75 to 1.00 but <2.50 to 1.00: | 3.00 | % | 1.00 | % | ||||||||||||
<=/font>1.75 to 1.00: | 2.75 | % | 0.50 | % | ||||||||||||
Schedule Of Long-term Debt | ||||||||||||||||
31-Jan | 31-Jul | |||||||||||||||
2015 | 2014 | |||||||||||||||
Notes payable principal | $ | 8,832 | $ | 4,050 | ||||||||||||
Less current maturities | -855 | -675 | ||||||||||||||
Notes payable - non-current | $ | 7,977 | $ | 3,375 | ||||||||||||
Schedule Of Minimum Principal Payments | ||||||||||||||||
SVB Term Note | TCS Notes | Total Notes Payable | ||||||||||||||
2015 | $ | 303 | $ | — | $ | 303 | ||||||||||
2016 | 605 | 733 | 1,338 | |||||||||||||
2017 | 832 | 978 | 1,810 | |||||||||||||
2018 | 1,134 | 978 | 2,112 | |||||||||||||
2019 | 1,210 | 244 | 1,454 | |||||||||||||
2020 | 1,815 | — | 1,815 | |||||||||||||
$ | 5,899 | $ | 2,933 | $ | 8,832 | |||||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 6 Months Ended | |||||||||||||||
Jan. 31, 2015 | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ||||||||||||||||
Purchase | ||||||||||||||||
Price | ||||||||||||||||
Cash | $ | 4,200 | ||||||||||||||
Financed by note payable | 2,933 | |||||||||||||||
Issuance of common stock | 1,980 | |||||||||||||||
Contingent earn-out | 711 | |||||||||||||||
Purchase price | $ | 9,824 | ||||||||||||||
Preliminary | ||||||||||||||||
Purchase | ||||||||||||||||
Allocation | ||||||||||||||||
Trade receivables, less allowance for doubtful accounts of $260 | $ | 594 | ||||||||||||||
Prepaid expense and other | 34 | |||||||||||||||
Assumed liabilities | -628 | |||||||||||||||
Furniture and equipment | 120 | |||||||||||||||
Software product costs | 790 | |||||||||||||||
Intangible assets | 4,080 | |||||||||||||||
Goodwill | 4,834 | |||||||||||||||
Purchase price allocation | $ | 9,824 | ||||||||||||||
Schedule Of Unaudited Pro Forma Information | ||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenue | $ | 10,139 | $ | 9,329 | $ | 20,167 | $ | 18,536 | ||||||||
Net income | $ | 260 | $ | -456 | $ | 503 | $ | -438 | ||||||||
Net income per common share: | ||||||||||||||||
Basic | $ | 0.02 | $ | -0.03 | $ | 0.04 | $ | -0.03 | ||||||||
Diluted | $ | 0.02 | $ | -0.03 | $ | 0.03 | $ | -0.03 | ||||||||
Schedule Of Pro Forma Adjustments | ||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Amortization of intangible assets | - | 81 | 54 | 162 | ||||||||||||
Acquisition-related professional fees | - | - | -210 | - | ||||||||||||
Interest expense | - | 67 | 45 | 135 | ||||||||||||
Income tax benefit (expense ) | - | 3 | 92 | -1 | ||||||||||||
Schedule Of Estimated Earnout Payable | ||||||||||||||||
2016 | $ | 679 | ||||||||||||||
2017 | 190 | |||||||||||||||
2018 | 88 | |||||||||||||||
Total estimated payments | 957 | |||||||||||||||
Less imputed interest | -62 | |||||||||||||||
Present value of contingent liabilities | $ | 895 | ||||||||||||||
Ready2Ride [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of estimated fair value and allocation of purchase price | ||||||||||||||||
Six months ended January 31 | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Beginning balance | $ | 448 | $ | 721 | ||||||||||||
Additions (TCS) | 711 | - | ||||||||||||||
Payments | -292 | -283 | ||||||||||||||
Imputed interest recognized | 28 | 43 | ||||||||||||||
Gain on change in fair value of earn-out | - | -26 | ||||||||||||||
Ending balance | $ | 895 | $ | 455 | ||||||||||||
Less current portion | $ | -668 | $ | -286 | ||||||||||||
Ending balance, long-term | $ | 227 | $ | 169 | ||||||||||||
Disposition_Of_A_Component_Of_1
Disposition Of A Component Of An Entity (Tables) | 6 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Disposition Of A Component Of An Entity [Abstract] | |||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | |||||||||||
Total estimated current payments receivable | $ | 24 | |||||||||
Less imputed interest | -2 | ||||||||||
Present value of earn-out receivable | $ | 22 | |||||||||
Schedule Of Changes In Earn Out Receivables | |||||||||||
Six months ended January 31 | |||||||||||
2015 | 2014 | ||||||||||
Beginning balance | $ | 73 | $ | 160 | |||||||
Net receipts | -58 | -37 | |||||||||
Imputed interest recognized | 7 | 8 | |||||||||
Ending balance | $ | 22 | $ | 131 | |||||||
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 6 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Other Intangible Assets [Abstract] | |||||||||||||
Schedule Of Amortizable Intangible Assets | |||||||||||||
Six months ended January 31, 2014 | Wtd. Avg. | ||||||||||||
Cost | Accumulated | Net | remaining | ||||||||||
Customer relationships | Basis | Amortization | Value | life | |||||||||
Beginning balance | $ | 7,064 | $ | -3,090 | $ | 3,974 | |||||||
Activity | 110 | -250 | -140 | ||||||||||
Ending balance | $ | 7,174 | $ | -3,340 | $ | 3,834 | 11.29 | ||||||
Other intangibles | |||||||||||||
Beginning balance | $ | 383 | $ | -258 | $ | 125 | |||||||
Activity | - | -58 | -58 | ||||||||||
Ending balance | $ | 383 | $ | -316 | $ | 67 | 0.72 | ||||||
Total intangibles | |||||||||||||
Beginning balance | $ | 7,447 | $ | -3,348 | $ | 4,099 | |||||||
Activity | 110 | -308 | -198 | ||||||||||
Ending balance | $ | 7,557 | $ | -3,656 | $ | 3,901 | 11.11 | ||||||
Six months ended January 31, 2015 | Wtd. Avg. | ||||||||||||
Cost | Accumulated | Net | remaining | ||||||||||
Customer relationships | Basis | Amortization | Value | life | |||||||||
Beginning balance | $ | 7,174 | $ | -3,584 | $ | 3,590 | |||||||
Activity | 2,680 | -360 | 2,320 | ||||||||||
Ending balance | $ | 9,854 | $ | -3,944 | $ | 5,910 | 12.49 | ||||||
Other intangibles | |||||||||||||
Beginning balance | $ | 383 | $ | -361 | $ | 22 | |||||||
Activity | 1,400 | -99 | 1,301 | ||||||||||
Ending balance | $ | 1,783 | $ | -460 | $ | 1,323 | 2.05 | ||||||
Total intangibles | |||||||||||||
Beginning balance | $ | 7,557 | $ | -3,945 | $ | 3,612 | |||||||
Activity | 4,080 | -459 | 3,621 | ||||||||||
Ending balance | $ | 11,637 | $ | -4,404 | $ | 7,233 | 11.88 | ||||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 3 Months Ended | |||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Schedule Of Fair Value Assumptions Of Options | ||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Expected life (years) | 5 years | 10 years | 5 years | 10 years | ||||||||||||||
Risk-free interest rate | 1.7 | % | 2.8 | % | 1.7 | % | 2.8 | % | ||||||||||
Expected volatility | 65.7 | % | 73.4 | % | 65.3 | % | 73.4 | % | ||||||||||
Expected forfeiture rate | 7.0 | % | 28.7 | % | 7.0 | % | 16.8 | % | ||||||||||
Expected dividend yield | - | - | - | - | ||||||||||||||
Weighted-average estimated | ||||||||||||||||||
fair value of options granted | ||||||||||||||||||
during the year | $ | 1.97 | $ | 2.56 | $ | 1.80 | $ | 2.56 | ||||||||||
Cash received from the exercise | ||||||||||||||||||
of stock options | $ | 56,000 | $ | 125,000 | $ | 80,000 | $ | 141,000 | ||||||||||
2000 Stock Option Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Schedule Of Stock Options, Activity | ||||||||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 10/31/13 | 963,661 | $ | 1.43 | 3.93 | $ | 1,773,485 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -127,500 | 0.74 | n/a | n/a | ||||||||||||||
Forfeited | -14,087 | 0.70 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 822,074 | $ | 1.55 | 3.21 | $ | 1,514,709 | ||||||||||||
Exercisable at 1/31/14 | 820,700 | $ | 1.55 | 3.20 | $ | 1,510,836 | ||||||||||||
Outstanding at 10/31/14 | 508,125 | $ | 1.57 | 3.31 | $ | 960,733 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -34,375 | 2.23 | n/a | n/a | ||||||||||||||
Forfeited | -750 | 1.24 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Exercisable at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 7/31/13 | 986,786 | $ | 1.41 | 4.22 | $ | 1,564,296 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -147,500 | 0.74 | n/a | n/a | ||||||||||||||
Forfeited | -17,212 | 0.75 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 822,074 | $ | 1.55 | 3.21 | $ | 1,514,709 | ||||||||||||
Exercisable at 1/31/14 | 820,700 | $ | 1.55 | 3.20 | $ | 1,510,836 | ||||||||||||
Outstanding at 7/31/14 | 611,300 | $ | 1.60 | 3.18 | $ | 834,752 | ||||||||||||
Granted | - | n/a | n/a | n/a | ||||||||||||||
Exercised | -137,350 | 1.89 | n/a | n/a | ||||||||||||||
Forfeited | -950 | 1.26 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Exercisable at 1/31/15 | 473,000 | $ | 1.52 | 3.22 | $ | 912,198 | ||||||||||||
Schedule of Non-Vested Options | ||||||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 10/31/13 | 14,961 | $ | 0.62 | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | -13,587 | 0.63 | ||||||||||||||||
Non-vested at 1/31/14 | 1,374 | $ | 0.57 | |||||||||||||||
Non-vested at 10/31/14 | - | $ | - | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | - | n/a | ||||||||||||||||
Non-vested at 1/31/15 | - | $ | - | |||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 7/31/13 | 27,461 | $ | 0.64 | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | -12,500 | 0.67 | ||||||||||||||||
Forfeited | -13,587 | 0.63 | ||||||||||||||||
Non-vested at 1/31/14 | 1,374 | $ | 0.57 | |||||||||||||||
Non-vested at 7/31/14 | - | $ | - | |||||||||||||||
Granted | - | n/a | ||||||||||||||||
Vested | - | n/a | ||||||||||||||||
Forfeited | - | n/a | ||||||||||||||||
Non-vested at 1/31/15 | - | $ | - | |||||||||||||||
2010 Stock Option Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Schedule Of Stock Options, Activity | ||||||||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 10/31/13 | 385,585 | $ | 1.24 | 8.45 | $ | 781,652 | ||||||||||||
Granted | 100,000 | 3.25 | n/a | n/a | ||||||||||||||
Exercised | -45,000 | 0.88 | n/a | n/a | ||||||||||||||
Forfeited | -14,500 | 0.89 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 426,085 | $ | 1.76 | 8.67 | $ | 693,641 | ||||||||||||
Exercisable at 1/31/14 | 178,440 | $ | 1.29 | 8.07 | $ | 374,908 | ||||||||||||
Outstanding at 10/31/14 | 485,876 | $ | 2.24 | 8.16 | $ | 593,984 | ||||||||||||
Granted | 5,000 | 3.54 | n/a | n/a | ||||||||||||||
Exercised | -22,375 | 1.83 | n/a | n/a | ||||||||||||||
Forfeited | -14,000 | 2.15 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 454,501 | $ | 2.27 | 8.15 | $ | 534,732 | ||||||||||||
Exercisable at 1/31/15 | 203,752 | $ | 1.72 | 7.40 | $ | 351,925 | ||||||||||||
Number of | Wtd. Avg. | Wtd. Avg. | Aggregate | |||||||||||||||
Options | Exercise | Remaining | Intrinsic | |||||||||||||||
Price | Contractual | Value | ||||||||||||||||
Period | ||||||||||||||||||
(Years) | ||||||||||||||||||
Outstanding at 7/31/13 | 394,460 | $ | 1.25 | 8.70 | $ | 691,485 | ||||||||||||
Granted | 100,000 | 3.25 | n/a | n/a | ||||||||||||||
Exercised | -45,000 | 0.88 | n/a | n/a | ||||||||||||||
Forfeited | -23,375 | 1.10 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/14 | 426,085 | $ | 1.76 | 8.67 | $ | 693,641 | ||||||||||||
Exercisable at 1/31/14 | 178,440 | $ | 1.29 | 8.07 | $ | 374,908 | ||||||||||||
Outstanding at 7/31/14 | 482,542 | $ | 2.16 | 8.56 | $ | 453,057 | ||||||||||||
Granted | 50,000 | 3.24 | n/a | n/a | ||||||||||||||
Exercised | -38,375 | 1.52 | n/a | n/a | ||||||||||||||
Forfeited | -39,666 | 2.84 | n/a | n/a | ||||||||||||||
Outstanding at 1/31/15 | 454,501 | $ | 2.27 | 8.15 | $ | 534,732 | ||||||||||||
Exercisable at 1/31/15 | 203,752 | $ | 1.72 | 7.40 | $ | 351,925 | ||||||||||||
Schedule of Non-Vested Options | ||||||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 10/31/13 | 161,145 | $ | 1.29 | |||||||||||||||
Granted | 100,000 | 3.25 | ||||||||||||||||
Vested | - | 1.00 | ||||||||||||||||
Forfeited | -13,500 | 0.90 | ||||||||||||||||
Non-vested at 1/31/14 | 247,645 | $ | 2.10 | |||||||||||||||
Non-vested at 10/31/14 | 253,499 | $ | 2.66 | |||||||||||||||
Granted | 5,000 | 3.54 | ||||||||||||||||
Vested | - | - | ||||||||||||||||
Forfeited | -7,750 | 1.26 | ||||||||||||||||
Non-vested at 1/31/15 | 250,749 | $ | 2.72 | |||||||||||||||
Number of | Wtd. Avg. | |||||||||||||||||
Options | Exercise Price | |||||||||||||||||
Non-vested at 7/31/13 | 177,145 | $ | 1.25 | |||||||||||||||
Granted | 100,000 | 3.25 | ||||||||||||||||
Vested | -15,000 | 0.84 | ||||||||||||||||
Forfeited | -14,500 | 0.98 | ||||||||||||||||
Non-vested at 1/31/14 | 247,645 | $ | 2.10 | |||||||||||||||
Non-vested at 7/31/14 | 227,499 | $ | 2.60 | |||||||||||||||
Granted | 50,000 | 3.24 | ||||||||||||||||
Vested | - | - | ||||||||||||||||
Forfeited | -26,750 | 2.65 | ||||||||||||||||
Non-vested at 1/31/15 | 250,749 | $ | 2.72 | |||||||||||||||
Schedule Of Change In Restricted Shares | ||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | |||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Beginning balance unvested restricted stock | 94,913 | 81,000 | 93,704 | 85,500 | ||||||||||||||
Granted | 41,652 | 124,260 | 71,471 | 124,260 | ||||||||||||||
Vested | — | -72,000 | -28,610 | -76,500 | ||||||||||||||
Ending balance unvested restricted stock | 136,565 | 133,260 | 136,565 | 133,260 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||
Provision For Income Taxes | |||||||||||||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||
Federal | $ | -9 | $ | — | $ | -11 | $ | — | |||||||||||||||||||||
State | -19 | — | -36 | -6 | |||||||||||||||||||||||||
Change in valuation allowance | 17 | 32 | 17 | 32 | |||||||||||||||||||||||||
Deferred, net | -263 | 194 | -333 | 116 | |||||||||||||||||||||||||
Income tax benefit (expense) | $ | -274 | $ | 226 | $ | -363 | $ | 142 | |||||||||||||||||||||
Summary Of Accumulated NOLs Expiration | |||||||||||||||||||||||||||||
Twelve months ended July 31, | Federal | State | International | ||||||||||||||||||||||||||
2015 | $ | - | $ | 3,128 | $ | 798 | |||||||||||||||||||||||
2016 | - | - | 773 | ||||||||||||||||||||||||||
2017 | - | - | 324 | ||||||||||||||||||||||||||
2018 | - | - | 171 | ||||||||||||||||||||||||||
2019 | - | 4 | - | ||||||||||||||||||||||||||
2020 | 4,884 | - | 92 | ||||||||||||||||||||||||||
2021 | - | - | 121 | ||||||||||||||||||||||||||
2022 | - | - | 268 | ||||||||||||||||||||||||||
2023 | - | - | 265 | ||||||||||||||||||||||||||
2024 | 4 | - | 173 | ||||||||||||||||||||||||||
2025 | - | 75 | - | ||||||||||||||||||||||||||
2030 | 946 | - | - | ||||||||||||||||||||||||||
$ | 5,834 | $ | 3,207 | $ | 2,985 | ||||||||||||||||||||||||
* Years not shown have no amounts that expire. | |||||||||||||||||||||||||||||
Schedule of Effective Income Tax Reconciliation | |||||||||||||||||||||||||||||
Three months ended January 31 | Six months ended January 31 | ||||||||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||||||||||||||
Computed federal and state income taxes at 37% | $ | -235 | $ | 218 | $ | -332 | $ | 154 | |||||||||||||||||||||
Permanent items | -78 | -9 | -24 | -32 | |||||||||||||||||||||||||
Change in estimated valuation allowance | — | 32 | — | 32 | |||||||||||||||||||||||||
Other | 39 | -15 | -7 | -12 | |||||||||||||||||||||||||
Income tax (expense) benefit | $ | -274 | $ | 226 | $ | -363 | $ | 142 | - | ||||||||||||||||||||
Description_Of_The_Business_An2
Description Of The Business And Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 |
Prepaid expenses and other | $987 | $987 | $1,030 | ||
Interest expense | $140 | $78 | $229 | $148 | |
Dealers [Member] | |||||
Number of customers that leverage our technology | 23,500 | 23,500 | |||
Equipment Models [Member] | |||||
Models | 750,000 | 750,000 | |||
Distributors [Member] | |||||
Number of customers that leverage our technology | 195 | 195 | |||
Manufacturers [Member] | |||||
Number of customers that leverage our technology | 1,500 | 1,500 | |||
Manufacturers Worldwide [Member] | |||||
Number of customers that leverage our technology | 3,360 | 3,360 |
Basic_And_Diluted_Net_Income_P2
Basic And Diluted Net Income Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Basic And Diluted Net Income Per Share [Abstract] | ||||
Net income | $260 | ($461) | $364 | ($436) |
Weighted - average common shares outstanding | 14,393 | 13,184 | 14,043 | 13,154 |
Effect of dilutive stock options and warrants | 468 | 432 | ||
Diluted weighted - average common shares outstanding | 14,861 | 13,184 | 14,475 | 13,154 |
Basic | $0.02 | ($0.03) | $0.03 | ($0.03) |
Diluted | $0.02 | ($0.03) | $0.03 | ($0.03) |
Options and warrants that could potentially dilute net income per share in the future that are not included in the computation of diluted net income per share, as their impact is anti-dilutive | 1,462 | 5 | 1,462 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 3 Months Ended | 21 Months Ended | 33 Months Ended | |||||
Jan. 31, 2015 | Sep. 30, 2014 | Jul. 31, 2018 | Jul. 31, 2016 | Jul. 31, 2020 | Apr. 26, 2013 | Aug. 30, 2019 | Apr. 26, 2018 | |
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $750,000 | |||||||
Debt instrument valuation adjustment | -66,575 | |||||||
Overduel bear interest rate | 7.50% | |||||||
Interest on the outstanding unpaid | 5.00% | |||||||
Effective rate | 3.75% | |||||||
Fixed charge coverage ratio | 25.00% | |||||||
Payments of Debt Extinguishment Costs | 121,000 | |||||||
SVB [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,000,000 | |||||||
Note payable | 4,500,000 | |||||||
TCS Acquisition [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Face Amount | 3,000,000 | |||||||
Tax deductable goodwill | 5,200,000 | |||||||
Scenario Forecast [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Principal | 226,875 | 151,250 | 302,500 | |||||
Note payable | 6,050,000 | |||||||
Scenario Forecast [Member] | SVB [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Note payable | $4,500,000 | |||||||
Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fixed charge coverage ratio | 1.25% | |||||||
Leverage ratio | 2 | |||||||
Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Leverage ratio | 3 |
Debt_Schedule_Of_Leverage_Rati
Debt (Schedule Of Leverage Ratios And Applicable Margins) (Details) | 3 Months Ended |
Jan. 31, 2015 | |
Range 1 [Member] | |
Leverage ratio | 2.5 |
Range 1 [Member] | LIBOR Loans [Member] | |
Libor rate | 3.25% |
Range 1 [Member] | Prime Rate [Member] | |
Libor rate | 1.50% |
Range 2 [Member] | LIBOR Loans [Member] | |
Libor rate | 3.00% |
Range 2 [Member] | Prime Rate [Member] | |
Libor rate | 1.00% |
Range 3 [Member] | |
Leverage ratio | 1.75 |
Range 3 [Member] | LIBOR Loans [Member] | |
Libor rate | 2.75% |
Range 3 [Member] | Prime Rate [Member] | |
Libor rate | 0.50% |
Minimum [Member] | |
Leverage ratio | 2 |
Minimum [Member] | Range 2 [Member] | |
Leverage ratio | 1.75 |
Maximum [Member] | |
Leverage ratio | 3 |
Maximum [Member] | Range 2 [Member] | |
Leverage ratio | 2.5 |
Debt_Schedule_Of_LongTerm_Debt
Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt [Abstract] | ||
Notes payable principal | $8,832 | $4,050 |
Less current maturities | -855 | -675 |
Notes payable - non-current | $7,977 | $3,375 |
Debt_Schedule_Of_Minimum_Princ
Debt (Schedule Of Minimum Principal Payments) (Details) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
2015 | $303 | |
2016 | 1,338 | |
2017 | 1,810 | |
2018 | 2,112 | |
2019 | 1,454 | |
2020 | 1,815 | |
Notes payable principal | 8,832 | 4,050 |
SVB Term Note [Member] | ||
2015 | 303 | |
2016 | 605 | |
2017 | 832 | |
2018 | 1,134 | |
2019 | 1,210 | |
2020 | 1,815 | |
Notes payable principal | 5,899 | |
TCS Note [Member] | ||
2016 | 733 | |
2017 | 978 | |
2018 | 978 | |
2019 | 244 | |
Notes payable principal | $2,933 |
Business_Combinations_Narrativ
Business Combinations (Narratives) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2014 | Jan. 31, 2015 | Oct. 31, 2013 | Oct. 22, 2013 | Sep. 30, 2014 | Sep. 30, 2015 | Jul. 31, 2014 | |
Cash | $4,200,000 | ||||||
Promisary note aggregate principal amount | 2,933,000 | ||||||
Percentage increase in equipment dealer websites portfolio | 30.00% | ||||||
Estimated tax rate | 40.00% | ||||||
Deferred Tax Assets Net Current | 2,481,000 | 2,655,000 | |||||
Common stock, shares issued | 618,744 | 14,348,815 | 618,744 | ||||
Business Acquisition, estimate payments | 750,000 | ||||||
Business Acquisition, Preacquisition Contingency, Amount of Settlement | 26,000 | ||||||
Shares of common stock issued concurrent with earn-out payments | 0 | ||||||
First Earn-Out Payment [Member] | |||||||
Common stock, shares issued | 10,000 | ||||||
Shares of common stock issued concurrent with earn-out payments | 125,000 | ||||||
Second Earn-Out Payment [Member] | |||||||
Shares of common stock issued concurrent with earn-out payments | 125,000 | ||||||
Business acquisition, shares of common stock to be issued concurrent with earn-out payments | 15,000 | ||||||
Third Earn-Out Payment [Member] | |||||||
Shares of common stock issued concurrent with earn-out payments | 125,000 | ||||||
Business acquisition, shares of common stock to be issued concurrent with earn-out payments | 15,000 | ||||||
Ready2Ride [Member] | |||||||
Purchase price | 250,000 | ||||||
Assumed liabilities | 419,000 | ||||||
Cash | 500,000 | ||||||
Common stock, shares issued | 100,000 | ||||||
TCS [Member] | |||||||
Assumed liabilities | 628,000 | ||||||
Cash | 4,200,000 | ||||||
Maximum [Member] | Ready2Ride [Member] | |||||||
Contingent earn-out purchase price ranging from, in aggregate | 1,500,000 | ||||||
Minimum [Member] | Ready2Ride [Member] | |||||||
Contingent earn-out purchase price ranging from, in aggregate | $0 |
Business_Combinations_Schedule
Business Combinations (Schedule Of Purchase Price Allocation) (Details) (USD $) | 0 Months Ended | 6 Months Ended | 3 Months Ended | ||
Sep. 30, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jul. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Cash | $4,200,000 | ||||
Goodwill | 17,201,000 | 17,201,000 | 12,367,000 | ||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization of Intangible Assets | 3,944 | 3,340 | |||
TCS [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | 4,200,000 | ||||
Financed by note payable | 2,933,000 | ||||
Issuance of common stock | 1,980,000 | ||||
Contingent earn-out | 711,000 | ||||
Purchase Price, Total | 9,824,000 | ||||
Trade receivables, less allowance for doubtful accounts of $260 | 594,000 | 594,000 | |||
Prepaid expense and other | 34,000 | 34,000 | |||
Assumed liabilities | -628,000 | -628,000 | |||
Furniture and equipment | 120,000 | 120,000 | |||
Software product costs | 790,000 | 790,000 | |||
Intangible assets | 4,080,000 | 4,080,000 | |||
Goodwill | 4,834,000 | 4,834,000 | |||
Purchase Price Allocation, Total | $9,824,000 | $9,824,000 |
Business_Combinations_Schedule1
Business Combinations (Schedule Of Unaudited Pro Forma Information) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Business Combinations [Abstract] | ||||
Revenue | $10,139 | $9,329 | $20,167 | $18,536 |
Net income | $260 | ($456) | $503 | ($438) |
Basic | $0.02 | ($0.03) | $0.04 | ($0.03) |
Diluted | $0.02 | ($0.03) | $0.03 | ($0.03) |
Business_Combinations_Schedule2
Business Combinations (Schedule Of Pro Forma Adjustments) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Business Combinations [Abstract] | ||||
Amortization of intangible assets | $81 | $54 | $162 | |
Acquisition-related professional fees | -210 | |||
Interest expense | 67 | 45 | 135 | |
Income tax benefit (expense ) | $3 | $92 | ($1) |
Business_Combinations_Schedule3
Business Combinations (Schedule Of Remaining Estimated Contingent Payments Due) (Details) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | |
2016 | $679 |
2017 | 190 |
2018 | 88 |
Total Estimated Payments | 957 |
Less imputed interest | -62 |
Business Combination, Contingent Consideration, Liability | $895 |
Business_Combinations_Schedule4
Business Combinations (Schedule Of Contingent Earn-Outs) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Business Combinations [Abstract] | ||
Beginning Balance | $448 | $721 |
Additions | 711 | |
Payments | -292 | -283 |
Imputed interest recognized | 28 | 43 |
Gain on change in fair market value | -26 | |
Ending Balance | 895 | 455 |
Business acquisition contingent consideration less current portion | -668 | -286 |
Business acquisition contingent consideration Ending balance - long term | $227 | $169 |
Disposition_Of_A_Component_Of_2
Disposition Of A Component Of An Entity (Narrative) (Details) (USD $) | 0 Months Ended | 6 Months Ended | |
Mar. 02, 2011 | Jan. 31, 2015 | Mar. 01, 2011 | |
Disposition Of A Component Of An Entity [Abstract] | |||
Earn out payment period | 4 years | ||
Earn out prepayment amount | $80,000 | ||
Estimated fair value of earn out | 580,000 | ||
Earn out imputed discount | 97,000 | ||
Receivable with Imputed Interest, effective yield (interest rate) | 14.00% | ||
Historical earn out receipt period used for assessment of future cash flows | 12 months | ||
Earn out receivable prepaid expenses | $22,000 |
Disposition_Of_A_Component_Of_3
Disposition Of A Component Of An Entity (Schedule Of Estimated Earn Out Receivables) (Details) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Disposition Of A Component Of An Entity [Abstract] | |
Total estimated current payments receivable | $24 |
Less imputed interest | 2 |
Present value of earn-out receivable | $22 |
Disposition_Of_A_Component_Of_4
Disposition Of A Component Of An Entity (Schedule Of Changes In Earn-Out Receivables) (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Business Combinations [Abstract] | ||
Beginning Balance | $73 | $160 |
Net receipts | -58 | -37 |
Imputed interest recognized | 7 | 8 |
Ending Balance | $22 | $131 |
Other_Intangible_Assets_Schedu
Other Intangible Assets (Schedule Of Amortizable Intangible Assets) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, net | $4,080,000 | |||||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 9,854 | 9,854 | 7,174 | 7,174 | 7,064 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -3,584 | -3,090 | ||||
Amortization | -3,944 | -3,340 | ||||
Finite-Lived Intangible Assets, Net | 5,910 | 5,910 | 3,834 | 3,590 | 3,974 | |
Useful life | 12 years 5 months 27 days | 11 years 3 months 15 days | ||||
Intangible assets activity cost basis | 2,680 | 110 | ||||
Intangible assets activity Accumulated Amortization | -360 | -250 | ||||
Intangible assets activity net | 2,320 | -140 | ||||
Other Intangibles [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 1,783 | 1,783 | 383 | 383 | 383 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -361 | -258 | ||||
Amortization | -460 | -316 | ||||
Finite-Lived Intangible Assets, Net | 1,323 | 1,323 | 67 | 22 | 125 | |
Useful life | 2 years 18 days | 8 months 19 days | ||||
Intangible assets activity cost basis | 1,400 | |||||
Intangible assets activity Accumulated Amortization | -99 | -58 | ||||
Intangible assets activity net | 1,301 | -58 | ||||
Total Intangibles [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 11,637 | 11,637 | 7,557 | 7,557 | 7,447 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -3,945 | -3,348 | ||||
Amortization | -4,404 | -3,656 | ||||
Finite-Lived Intangible Assets, Net | 7,233 | 7,233 | 3,901 | 3,612 | 4,099 | |
Useful life | 11 years 10 months 17 days | 11 years 1 month 10 days | ||||
Intangible assets activity cost basis | 4,080 | 110 | ||||
Intangible assets activity Accumulated Amortization | -459 | -308 | ||||
Intangible assets activity net | $3,621 | ($198) |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Nov. 09, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation costs | $234,000 | $234,000 | $326,000 | |||||||
Total stock compensation expense recognized | 40,000 | 69,000 | 48,000 | 12,000 | ||||||
Minimum service period to participate in employee stock purchase plan | 9 months | |||||||||
Expected Life | 10 years | 10 years | ||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total stock compensation expense recognized | 42,000 | 86,000 | 76,000 | 40,000 | ||||||
Executive Bonus Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total stock compensation expense recognized | $43,000 | $100,000 | $70,000 | $86,000 | ||||||
2000 Stock Option Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $1.52 | $1.52 | $1.55 | $1.60 | $1.55 | $1.57 | $1.43 | $1.41 | ||
Common stock authorized for issuance | 1,950,000 | 1,950,000 | ||||||||
Shareholder percent ownership of the company | 10.00% | |||||||||
Employee stock purchase plan shares reserved for issuance | 575,000 | 575,000 | ||||||||
Shares issued | 263,974 | 263,974 | 224,955 | |||||||
Purchase price as percent of fair market value | 85.00% | |||||||||
Non-vested weighted average remaining vesting period | 0 years | 6 months | ||||||||
Maximum number of shares per employee per year | 5,000 | |||||||||
2000 Stock Option Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $2.74 | $2.74 | ||||||||
Stock option grants exercisable period | 10 years | |||||||||
2000 Stock Option Plan [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $0.49 | $0.49 | ||||||||
Stock option grants exercisable period | 5 years | |||||||||
2010 Stock Option Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $2.27 | $2.27 | $1.76 | $2.16 | $1.76 | $2.24 | $1.24 | $1.25 | ||
Shares issued | 1,850,000 | |||||||||
Non-vested weighted average remaining vesting period | 2 years 7 months 17 days | 1 year 6 months 18 days | ||||||||
2010 Stock Option Plan [Member] | Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued | 1,525,000 | |||||||||
2010 Stock Option Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $3.54 | $3.54 | $3.25 | |||||||
2010 Stock Option Plan [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average exercise price, options, outstanding | $0.58 | $0.58 | $0.58 |
StockBased_Compensation_Plans_2
Stock-Based Compensation Plans (Schedule Of Fair Value Assumptions Of Options) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | |
Stock-Based Compensation Plans [Abstract] | |||||
Expected life (years) | 5 years | 10 years | 5 years | 10 years | |
Risk-free interest rate | 1.70% | 2.80% | 1.70% | 2.80% | |
Expected volatility | 65.70% | 73.40% | 65.30% | 73.40% | |
Expected forfeiture rate | 7.00% | 28.70% | 7.00% | 16.80% | |
Expected dividend yield | |||||
Weighted-average estimated fair value of options granted during the year | $1.97 | $2.56 | $1.80 | $2.56 | |
Cash received from the exercise of stock options | $56,000 | $125,000 | $141,000,000 | $80,000,000 |
StockBased_Compensation_Plans_3
Stock-Based Compensation Plans (Schedule Of Stock Options, Activity) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average remaining contractual period, options outstanding, beginning balance | 3 years 2 months 19 days | 3 years 3 months 22 days | 3 years 2 months 16 days | 3 years 11 months 5 days | ||||
Weighted average remaining contractual period, options outstanding, ending balance | 3 years 2 months 19 days | 3 years 3 months 22 days | 3 years 2 months 16 days | 3 years 11 months 5 days | ||||
Weighted average remaining contractual period. in years, options, exercisable | 3 years 2 months 19 days | 3 years 2 months 12 days | ||||||
2000 Stock Option Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options, outstanding, beginning balance | 508,125 | 611,300 | 963,661 | 986,786 | 611,300 | 986,786 | 986,786 | |
Number of options, exercised | -34,375 | -127,500 | -137,350 | -147,500 | ||||
Number of options, forfeited | -750 | -14,087 | -950 | -17,212 | ||||
Number of options, outstanding, ending balance | 473,000 | 822,074 | 473,000 | 822,074 | 611,300 | 986,786 | ||
Number of options, exercisable | 473,000 | 820,700 | 473,000 | 820,700 | ||||
Weighted average exercise price, options, outstanding, beginning balance | $1.57 | $1.60 | $1.43 | $1.41 | $1.60 | $1.41 | $1.41 | |
Weighted average exercise price, options, exercised | $2.23 | $0.74 | $1.89 | $0.74 | ||||
Weighted average exercise price, options, forfeited | $1.24 | $0.70 | $1.26 | $0.75 | ||||
Weighted average exercise price, options, outstanding, ending balance | $1.52 | $1.55 | $1.52 | $1.55 | $1.60 | $1.41 | ||
Weighted average exercise price, options, exercisable | $1.52 | $1.55 | $1.52 | $1.55 | ||||
Weighted average remaining contractual period, options outstanding, beginning balance | 3 years 2 months 19 days | 3 years 2 months 16 days | 3 years 2 months 5 days | 4 years 2 months 19 days | ||||
Weighted average remaining contractual period, options outstanding, ending balance | 3 years 2 months 19 days | 3 years 2 months 16 days | 3 years 2 months 5 days | 4 years 2 months 19 days | ||||
Weighted average remaining contractual period. in years, options, exercisable | 3 years 2 months 19 days | 3 years 2 months 12 days | ||||||
Aggregate intrinsic value, options outstanding, beginning balance | $960,733 | $834,752 | $1,773,485 | $1,564,296 | $834,752 | $1,564,296 | $1,564,296 | |
Aggregate intrinsic value, options outstanding, ending balance | 912,198 | 1,514,709 | 912,198 | 1,514,709 | 834,752 | 1,564,296 | ||
Aggregate intrinsic value, options, exercisable | 912,198 | 1,510,836 | 912,198 | 1,510,836 | ||||
2010 Stock Option Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options, outstanding, beginning balance | 485,876 | 482,542 | 385,585 | 394,460 | 482,542 | 394,460 | 394,460 | |
Number of options, granted | 5,000 | 100,000 | 50,000 | 100,000 | ||||
Number of options, exercised | -22,375 | -45,000 | -38,375 | -45,000 | ||||
Number of options, forfeited | -14,000 | -14,500 | -39,666 | -23,375 | ||||
Number of options, outstanding, ending balance | 454,501 | 485,876 | 426,085 | 385,585 | 454,501 | 426,085 | 482,542 | 394,460 |
Number of options, exercisable | 203,752 | 178,440 | 203,752 | 178,440 | ||||
Weighted average exercise price, options, outstanding, beginning balance | $2.24 | $2.16 | $1.24 | $1.25 | $2.16 | $1.25 | $1.25 | |
Weighted average exercise price, options, granted | $3.54 | $3.25 | $3.24 | $3.25 | ||||
Weighted average exercise price, options, exercised | $1.83 | $0.88 | $1.52 | $0.88 | ||||
Weighted average exercise price, options, forfeited | $2.15 | $0.89 | $2.84 | $1.10 | ||||
Weighted average exercise price, options, outstanding, ending balance | $2.27 | $2.24 | $1.76 | $1.24 | $2.27 | $1.76 | $2.16 | $1.25 |
Weighted average exercise price, options, exercisable | $1.72 | $1.29 | $1.72 | $1.29 | ||||
Weighted average remaining contractual period, options outstanding, beginning balance | 8 years 1 month 24 days | 8 years 1 month 28 days | 8 years 8 months 1 day | 8 years 5 months 12 days | 8 years 8 months 1 day | 8 years 6 months 22 days | 8 years 8 months 12 days | |
Weighted average remaining contractual period, options outstanding, ending balance | 8 years 1 month 24 days | 8 years 1 month 28 days | 8 years 8 months 1 day | 8 years 5 months 12 days | 8 years 8 months 1 day | 8 years 6 months 22 days | 8 years 8 months 12 days | |
Weighted average remaining contractual period. in years, options, exercisable | 7 years 4 months 24 days | 8 years 26 days | 8 years 26 days | |||||
Aggregate intrinsic value, options outstanding, beginning balance | 593,984 | 453,057 | 781,652 | 691,485 | 453,057 | 691,485 | 691,485 | |
Aggregate intrinsic value, options outstanding, ending balance | 534,732 | 593,984 | 693,641 | 781,652 | 534,732 | 693,641 | 453,057 | 691,485 |
Aggregate intrinsic value, options, exercisable | $351,925 | $374,908 | $351,925 | $374,908 |
StockBased_Compensation_Plans_4
Stock-Based Compensation Plans (Schedule Of Non-Vested Options) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non- vested, number of options outstanding, Beginning Balance | 94,913 | 81,000 | ||
Non- vested, number of options outstanding, granted | 41,652 | 124,260 | ||
Non- vested, number of options outstanding, vested | 72,000 | |||
Non- vested, number of options outstanding, ending balance | 136,565 | 133,260 | 136,565 | 133,260 |
2000 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non- vested, number of options outstanding, Beginning Balance | 14,961 | 27,461 | ||
Non- vested, number of options outstanding, granted | ||||
Non- vested, number of options outstanding, vested | -12,500 | |||
Non- vested, number of options outstanding, forfeited | -13,587 | -13,587 | ||
Non- vested, number of options outstanding, ending balance | 1,374 | 1,374 | ||
Non- vested, weighted average exercise price, beginning balance | $0.62 | $0.64 | ||
Non- vested, weighted average exercise price, vested | $0.63 | $0.67 | ||
Non- vested, weighted average exercise price, forfeited | $0.57 | $0.63 | ||
Nonvested, weighted average exercise price, ending balance | $0.57 | $0.57 | ||
2010 Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non- vested, number of options outstanding, Beginning Balance | 253,499 | 161,145 | 227,499 | 177,145 |
Non- vested, number of options outstanding, granted | 5,000 | 100,000 | 50,000 | 100,000 |
Non- vested, number of options outstanding, vested | -15,000 | |||
Non- vested, number of options outstanding, forfeited | -7,750 | -13,500 | -26,750 | -14,500 |
Non- vested, number of options outstanding, ending balance | 250,749 | 247,645 | 250,749 | 247,645 |
Non- vested, weighted average exercise price, beginning balance | $2.66 | $1.29 | $2.60 | $1.25 |
Non- vested, weighted average exercise price, granted | $3.54 | $3.25 | $3.24 | $3.25 |
Non- vested, weighted average exercise price, vested | $1 | $0.84 | ||
Non- vested, weighted average exercise price, forfeited | $1.26 | $0.90 | $2.65 | $0.98 |
Nonvested, weighted average exercise price, ending balance | $2.72 | $2.10 | $2.72 | $2.10 |
StockBased_Compensation_Plans_5
Stock-Based Compensation Plans (Schedule Of Changes in restricted Shares Activity) (Details) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non- vested, number of options outstanding, Beginning Balance | 94,913 | 81,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 41,652 | 124,260 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | -72,000 | |||
Non- vested, number of options outstanding, ending balance | 136,565 | 133,260 | 136,565 | 133,260 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non- vested, number of options outstanding, Beginning Balance | 93,704 | 85,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 71,471 | 124,260 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | -28,610 | -76,500 | ||
Non- vested, number of options outstanding, ending balance | 136,565 | 133,260 | 136,565 | 133,260 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Change in valuation allowance | ($17,000) | ($32,000) | ($17,000) | ($32,000) |
Federal statutory tax rate | 34.00% | |||
State statutory tax rate | 3.00% | |||
Netherlands [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred Tax Assets, Net | 0 | 0 | ||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 5,834,000 | 5,834,000 | ||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $3,207,000 | $3,207,000 |
Income_Taxes_Provision_For_Inc
Income Taxes (Provision For Income Taxes) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Income Taxes [Abstract] | ||||
Current Federal Tax Expense (Benefit) | $9 | $11 | ||
Federal, current | -9 | -11 | ||
State, current | -19 | -36 | -6 | |
Change in valuation allowance | 17 | 32 | 17 | 32 |
Deferred, net | -263 | 194 | -333 | 116 |
Income tax benefit (expense) | ($274) | $226 | ($363) | $142 |
Income_Taxes_Summary_Of_Accumu
Income Taxes (Summary Of Accumulated NOLs Expiration) (Details) (USD $) | Jan. 31, 2015 |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $5,834,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 3,207,000 |
Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 2,985,000 |
2015 [Member] | State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 3,128,000 |
2015 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 798,000 |
2016 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 773,000 |
2017 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 324,000 |
2018 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 171,000 |
2019 [Member] | State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 4,000 |
2020 [Member] | Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 4,884,000 |
2020 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 92,000 |
2021 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 121,000 |
2022 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 268,000 |
2023 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 265,000 |
2024 [Member] | Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 4,000 |
2024 [Member] | Internartional [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 173,000 |
2025 [Member] | State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 75,000 |
2030 [Member] | Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $946,000 |
Income_Taxes_Schedule_Of_Effec
Income Taxes (Schedule Of Effective Income Tax Reconciliation) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Income Taxes [Abstract] | ||||
Effective Income Tax Rate, Continuing Operations | 37.00% | |||
Computed income taxes at 37% | ($235) | $218 | ($332) | $154 |
Combined federal and state statutory tax rate | 37.00% | |||
Permanent items | -78 | -9 | -24 | -32 |
Change in estimated valuation allowance | 32 | 32 | ||
Other | 39 | -15 | -7 | -12 |
Income tax benefit (expense) | ($274) | $226 | ($363) | $142 |
Federal statutory tax rate | 34.00% |