STREAMLINE HEALTH SOLUTIONS INC. - Quarter Report: 2011 April (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2011
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-28132
STREAMLINE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 31-1455414 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
(513) 794-7100
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Number of shares of Registrants Common Stock ($.01 par value per share) issued and
outstanding, as of June 8, 2011: 9,881,517.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
(Unaudited) | (Audited) | |||||||
April 30, 2011 | January 31, 2011 | |||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 481,717 | $ | 1,403,949 | ||||
Accounts receivable, net of allowance for doubtful
accounts of $150,000 and $100,000, respectively |
1,550,789 | 2,620,756 | ||||||
Contract receivables |
663,375 | 680,096 | ||||||
Prepaid hardware and third party software for future delivery |
55,363 | 72,259 | ||||||
Prepaid customer maintenance contracts |
960,099 | 794,299 | ||||||
Other prepaid assets |
257,464 | 200,056 | ||||||
Deferred income taxes |
167,000 | 167,000 | ||||||
Total current assets |
4,135,807 | 5,938,415 | ||||||
Property and equipment: |
||||||||
Computer equipment |
2,785,062 | 2,708,819 | ||||||
Computer software |
1,988,573 | 1,947,135 | ||||||
Office furniture, fixtures and equipment |
747,867 | 747,867 | ||||||
Leasehold improvements |
639,864 | 639,864 | ||||||
6,161,366 | 6,043,685 | |||||||
Accumulated depreciation and amortization |
(4,702,279 | ) | (4,517,860 | ) | ||||
1,459,087 | 1,525,825 | |||||||
Other assets: |
||||||||
Contract receivables, less current portion |
286,239 | 241,742 | ||||||
Capitalized software development costs, net of accumulated
amortization of $13,325,939 and $12,832,347, respectively |
7,866,472 | 7,575,064 | ||||||
Other, including deferred taxes of $711,000, respectively |
737,134 | 734,376 | ||||||
Total other assets |
8,889,845 | 8,551,182 | ||||||
$ | 14,484,739 | $ | 16,015,422 | |||||
See Notes to Condensed Consolidated Financial Statements
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STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
Liabilities and Stockholders Equity
(Unaudited) | (Audited) | |||||||
April 30, 2011 | January 31, 2011 | |||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 591,640 | $ | 565,252 | ||||
Accrued compensation |
541,682 | 1,163,843 | ||||||
Accrued other expenses |
247,904 | 480,422 | ||||||
Capital lease obligation |
132,299 | 183,637 | ||||||
Deferred revenues |
4,902,831 | 5,766,795 | ||||||
Total current liabilities |
6,416,356 | 8,159,949 | ||||||
Long-term liabilities: |
||||||||
Line of credit |
1,500,000 | 1,200,000 | ||||||
Lease incentive liability, less current portion |
57,748 | 61,034 | ||||||
Total liabilities |
7,974,104 | 9,420,983 | ||||||
Stockholders equity: |
||||||||
Convertible redeemable preferred stock, $.01 par value per share,
5,000,000 shares authorized, no shares issued |
| | ||||||
Common stock, $.01 par value per share, 25,000,000 shares
authorized, 9,881,517 and 9,856,517 shares issued and
outstanding,
respectively |
98,815 | 98,565 | ||||||
Additional paid in capital |
37,171,959 | 36,975,242 | ||||||
Accumulated deficit |
(30,760,139 | ) | (30,479,368 | ) | ||||
Total stockholders equity |
6,510,635 | 6,594,439 | ||||||
$ | 14,484,739 | $ | 16,015,422 | |||||
See Notes to Condensed Consolidated Financial Statements
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STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended,
(Unaudited)
(Unaudited)
April 30, 2011 | April 30, 2010 | |||||||
Revenues: |
||||||||
Systems sales |
$ | 131,002 | $ | 150,438 | ||||
Services, maintenance and support |
3,083,961 | 2,543,575 | ||||||
Software as a service |
925,059 | 850,003 | ||||||
Total revenues |
4,140,022 | 3,544,016 | ||||||
Operating expenses: |
||||||||
Cost of systems sales |
540,952 | 737,889 | ||||||
Cost of services, maintenance and support |
1,333,871 | 1,382,210 | ||||||
Cost of software as a service |
436,423 | 457,028 | ||||||
Selling, general and administrative |
1,664,661 | 1,697,577 | ||||||
Product research and development |
417,774 | 470,171 | ||||||
Total operating expenses |
4,393,681 | 4,744,875 | ||||||
Operating loss |
(253,659 | ) | (1,200,859 | ) | ||||
Other income (expense): |
||||||||
Interest expense |
(19,842 | ) | (22,335 | ) | ||||
Miscellaneous income (expenses) |
(4,955 | ) | 51,809 | |||||
Loss before income taxes |
(278,456 | ) | (1,171,385 | ) | ||||
Income tax (expense) |
(2,315 | ) | (5,000 | ) | ||||
Net loss |
$ | (280,771 | ) | $ | (1,176,385 | ) | ||
Basic and diluted net earnings (loss) per common share |
$ | (0.03 | ) | $ | (0.13 | ) | ||
Number of shares used in basic and diluted per common
share computation |
9,649,508 | 9,413,367 | ||||||
See Notes to Condensed Consolidated Financial Statements
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STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended,
(Unaudited)
(Unaudited)
April 30, 2011 | April 30, 2010 | |||||||
Operating activities: |
||||||||
Net loss |
$ | (280,771 | ) | $ | (1,176,385 | ) | ||
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities: |
||||||||
Depreciation and amortization |
691,345 | 837,019 | ||||||
Loss on disposal of fixed asset |
26,666 | | ||||||
Stock-based compensation expense |
196,967 | 87,446 | ||||||
Change in assets and liabilities: |
||||||||
Accounts, contract and installment receivables |
1,042,191 | 1,222,930 | ||||||
Other assets |
(209,070 | ) | (127,979 | ) | ||||
Accounts payable |
26,388 | (283,538 | ) | |||||
Accrued expenses |
(857,965 | ) | (53,208 | ) | ||||
Deferred revenues |
(863,964 | ) | (504,687 | ) | ||||
Net cash (used in) provided by operating activities |
(228,213 | ) | 1,598 | |||||
Investing activities: |
||||||||
Purchases of property and equipment |
(157,681 | ) | (153,407 | ) | ||||
Capitalization of software development costs |
(785,000 | ) | (696,000 | ) | ||||
Other |
| (34,344 | ) | |||||
Net cash used in investing activities |
(942,681 | ) | (883,751 | ) | ||||
Financing activities: |
||||||||
Net change under revolving credit facility |
300,000 | 800,000 | ||||||
Proceeds from exercise of stock options and stock
purchase plan |
| 83,041 | ||||||
Payments on capital lease obligation |
(51,338 | ) | | |||||
Net cash provided by financing activities |
248,662 | 883,041 | ||||||
(Decrease) Increase in cash and cash equivalents |
(922,232 | ) | 888 | |||||
Cash and cash equivalents at beginning of period |
1,403,949 | 1,025,173 | ||||||
Cash and cash equivalents at end of period |
$ | 481,717 | $ | 1,026,061 | ||||
Supplemental cash flow disclosures: |
||||||||
Interest paid |
$ | 16,841 | $ | 13,276 | ||||
Income taxes paid |
$ | 11,897 | $ | 8,994 | ||||
See Notes to Condensed Consolidated Financial Statements
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STREAMLINE HEALTH SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by
Streamline Health Solutions, Inc. (Streamline Health® or the Company), pursuant to the
rules and regulations applicable to quarterly reports on Form 10-Q of the U. S. Securities and
Exchange Commission. Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although the Company believes that
the disclosures made are adequate to make the information not misleading. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the Condensed Consolidated Financial Statements have been included. These
Condensed Consolidated Financial Statements should be read in conjunction with the financial
statements and notes thereto included in the most recent Streamline Health Solutions, Inc. Annual
Report on Form 10-K, Commission File Number 0-28132. Operating results for the three months ended
April 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal
year ending January 31, 2012.
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Companys significant accounting policies is presented in Note B Significant
Accounting Policies in the fiscal year 2010 Annual Report on Form 10-K. Users of financial
information for interim periods are encouraged to refer to the footnotes contained in the Annual
Report when reviewing interim financial results.
Recently Adopted Accounting Pronouncements
ASU 2009-13. In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting
Standard Update (ASU) 2009-13 Multiple-Deliverable Revenue Arrangements (ASU 2009-13). ASU
2009-13 requires a vendor to allocate revenue to each unit of accounting in many arrangements
involving multiple deliverables based on the relative selling price of each deliverable. It also
changes the level of evidence of standalone selling price required to separate deliverables by
allowing a vendor to make its best estimate of the standalone selling price of deliverables when
more objective evidence of selling price is not available.
The Company adopted ASU 2009-13 for all new and materially modified arrangements on a prospective
basis beginning February 1, 2011. Upon review of the primary accounting literature, if we
are unable to establish selling price using VSOE (vendor specific objective evidence) or
third-party evidence, we will establish an estimated selling price. The estimated selling price is
the price at which we would transact a sale if the product or service were sold on a stand-alone
basis. The Company establishes a best estimate of selling price by considering internal factors
relevant to pricing practices such as costs and margin objectives, stand alone sales prices of
similar services and percentage of the fee charged for a primary service relative to a particular
piece of licensed software. Additional consideration is also given to market conditions such as
competitor pricing strategies and market trends. We regularly review VSOE for our professional
services in addition to estimated selling price.
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The Company has not experienced a change in units of accounting nor was there a change in
allocation of fair value to the various units of accounting. Historically, the Company has been
able to obtain VSOE or third-party evidence for significant service deliverables. No material
changes in assumptions, inputs or methodology used in determining VSOE or third-party evidence have
been made. The pattern of revenue recognition is expected to remain consistent with prior periods
and we do not expect a material change in the timing of revenue recognition from previous generally
accepted accounting principles as applied in the prior period.
Revenue Recognition Multiple-Deliverable Revenue Arrangements
The Company may bundle certain proprietary software technology licenses with post-contract customer
support (PCS), and implementation services. The Company may also bundle software as a service
(SaaS) offerings with implementation services. In addition, the Company may also bundle
additional consulting services such as Business Process Management (BPM) and Revenue Cycle
Management (RCM) services with proprietary software license agreements and SaaS subscriptions.
Provided that the undelivered elements in arrangements that include multiple elements are fixed and
determinable, the Company allocates the total revenue to be earned under the arrangement to the
elements based on their relative fair value of vendor specific objective evidence (VSOE),
third-party evidence or estimated selling price, relative to the hierarchy. The amounts
representing the fair value of the undelivered items are deferred until delivered, or recognized
pro rata over the service contract.
NOTE C EQUITY AWARDS
During the three months ended April 30, 2011, the Company granted 535,000 options with a weighted
average exercise price of $1.99 per share. During the same period 45,266 options expired with an
average exercise price of $1.81 per share and no options were exercised under all plans.
The fair value of each option grant during the quarter ended April 30, 2011 was estimated at the
date of the grants using a Black-Scholes option pricing model with the following weighted average
assumptions: risk-free interest rate of 2.50%, a dividend yield of zero percent; and a current
weighted average volatility factor of the expected market price of Streamline Healths Common Stock
of 0.528 in 2010. The weighted average expected life of stock options are five years and have a
forfeiture rate of zero.
During the three months ended April 30, 2011, the Company granted 25,000 restricted stock shares as
executive inducement grants. These executive inducement grants were approved by the board pursuant
to Nasdaq Marketplace Rule 5635(c)(4). The terms of the grants are nearly as practicable identical
to the terms and conditions of the Companys 2005 Incentive Compensation Plan.
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NOTE D EARNINGS PER SHARE
The two-class method is used to calculate basic and diluted earnings (loss) per share (EPS) as
unvested restricted stock awards are considered participating securities because they entitle
holders to non-forfeitable rights to dividends or dividend equivalents during the vesting term.
Under the two-class method, basic earnings (loss) per common share is computed by dividing the net
earnings (loss) allocated to common stock holders by the weighted average number of common shares
outstanding. In determining the amount of net earnings (loss) to allocate to common holders,
earnings are allocated to both common shares and participating securities based on their respective
weighted-average shares outstanding for the period. Diluted net earnings (loss) per common share
reflects the potential dilution that could occur if stock options, stock purchase plan commitments,
and restricted stock were exercised into common stock, under certain circumstances, that then would
share in the earnings of Streamline Health. The dilutive effect is calculated using the treasury
stock method. A reconciliation of basic and diluted weighted average shares for basic and diluted
EPS, as well as anti-dilutive securities is as follows:
Three Months Ended, | ||||||||
April 30, 2011 | April 30, 2010 | |||||||
Numerator for Basic and Diluted Loss per Share: |
||||||||
Net loss |
(280,771 | ) | (1,176,385 | ) | ||||
Denominator for basic loss per share weighted
average shares |
9,649,508 | 9,413,367 | ||||||
Effect of dilutive securities (1) |
||||||||
Stock options |
| | ||||||
Restricted stock |
| | ||||||
Denominator for basic loss per share, with
assumed conversions |
9,649,508 | 9,413,367 | ||||||
Basic net loss per common share |
(0.03 | ) | (0.13 | ) | ||||
Diluted net loss per common share |
(0.03 | ) | (0.13 | ) | ||||
Anti-dilutive securities: |
||||||||
Stock options, out-of-the-money |
1,211,116 | 699,000 | ||||||
(1) | Excluded common stock equivalents (stock options and restricted stock), as the
inclusion thereof would be antidilutive. |
NOTE E CONTRACTUAL OBLIGATIONS
The following table details the remaining obligations, by fiscal year, as of the end of the
quarter:
Line of Credit | Operating Leases | Capital Lease | Fiscal Year Totals | |||||||||||||
2011 |
$ | 1,502,000 | $ | 280,000 | $ | 132,000 | $ | 1,914,000 | ||||||||
2012 |
| 334,000 | | 334,000 | ||||||||||||
2013 |
| 320,000 | | 320,000 | ||||||||||||
2014 |
| 329,000 | | 329,000 | ||||||||||||
2015 |
| 164,000 | | 164,000 | ||||||||||||
Thereafter |
| | | | ||||||||||||
Total |
$ | 1,502,000 | $ | 1,427,000 | $ | 132,000 | $ | 3,061,000 | ||||||||
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NOTE F DEBT
On April 13, 2011, the Companys wholly owned subsidiary, Streamline Health, Inc., entered into a
second amended and restated revolving note with Fifth Third Bank, Cincinnati, OH. The terms of the
loan remain the same as set forth in the revolving note entered into on July 31, 2008, as amended
on January 6, 2009, and October 21, 2009, except as follows: (i) the maximum principal amount that
can be borrowed was increased to $3,000,000 from the prior maximum amount of $2,750,000, subject to
the borrowing base limitation; and (ii) the maturity date of the loan has been extended to October
1, 2013 from October 1, 2011. The interest rate on the outstanding principal balance of the loan
accrues at an annual floating rate of interest equal to the Adjusted Libor Rate (as defined in the
revolving note) plus 3.25%, payable monthly. The interest rate on the note was 3.5% at April 30,
2011. In accordance with the revised maturity date, the outstanding balance on the note is
classified as a long-term obligation at April 30, 2011.
In connection with entering into the second amended and restated revolving note in April 2011, the
Company also entered into an amendment to the amended and restated continuing guaranty agreement.
The terms of the continuing guarantee agreement remain the same as set forth in the guaranty
agreement entered into on July 31, 2008, as amended on January 6, 2009 and on October 21, 2009,
except that: (i) the minimum fixed charge coverage ratio covenant has been revised, whereas the
Company shall maintain a minimum trailing twelve months fixed charge coverage ratio of 1.25,
measured each fiscal quarter; (ii) the funded indebtedness to EBITDA covenant has been revised,
whereas the Company shall report a funded indebtedness to EBITDA ratio no greater than 2.0,
measured each fiscal quarter and; (iii) and a covenant has been added whereas the Companys EBITDA
shall cover its capitalized software development costs each fiscal quarter. The covenant becomes
effective on October 31, 2011 and is calculated based on the trailing nine months. As of January
31, 2012 and thereafter, the calculation will be based on the trailing twelve months.
The note also continues to be secured by a first lien on all of the assets of the Company pursuant
to security agreements entered into by the Company.
The Company was in compliance with all of the covenants at April 30, 2011. The Company pays a
commitment fee on the unused portion of the facility of .06%. The Company had outstanding
borrowings of $1,500,000 and $1,200,000 under this revolving loan as of April 30, 2011 and 2010,
respectively.
NOTE G COMMITTMENTS AND CONTINGENCIES
Streamline Health has entered into employment agreements with its officers and certain employees
that generally provide annual salary, a minimum bonus, discretionary bonus, stock incentive
provisions, and severance arrangements. In accordance with severance agreements in effect at April
30, 2011, the Company accrued $115,000, which will be paid in the second quarter of fiscal 2011.
As a result of a reduction in force implemented by management subsequent to the close of the
quarter ended April 30, 2011, the Company accrued an additional $100,000 in the second quarter of
fiscal 2011, in accordance with existing severance agreements.
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Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
In addition to historical information contained herein, this Report on Form 10-Q contains
forward-looking statements relating to the Companys plans, strategies, expectations, intentions,
etc. and are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements contained herein are no guarantee of future
performance and are subject to certain risks and uncertainties that are difficult to predict and
actual results could differ materially from those reflected in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the timing of contract negotiations
and executions and the related timing of the revenue recognition related thereto, the potential
cancellation of existing contracts or clients not completing projects included in the backlog, the
impact of competitive products and pricing, product demand and market acceptance, new product
development, key strategic alliances with vendors that resell Streamline Health solutions, the
ability of Streamline Health to control costs, availability of products obtained from third-party
vendors, the healthcare regulatory environment, potential changes in legislation, regulatory and
government funding affecting the healthcare industry, healthcare information system budgets,
availability of healthcare information systems trained personnel for implementation of new systems,
as well as maintenance of legacy systems, fluctuations in operating results and other risk factors
that might cause such differences including those discussed herein, and including, effects of
critical accounting policies and judgments, changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board or other similar entities, changes in
economic, business and market conditions impacting the healthcare industry, the markets in which
the Company operates and nationally, and the Companys ability to maintain compliance with the
terms of its credit facilities, but not limited to, discussions in the most recent Form 10-K, Part
I, Item 1 Business, Item 1A Risk Factors, Part II, Item 7 Managements Discussion and Analysis
of Financial Condition and Results of Operations and Item 8 Financial Statements and Supplemental
Data. In addition, other written or oral statements that constitute forward-looking statements
may be made by or on behalf of the Company. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect managements analysis only as of the date thereof.
The Registrant undertakes no obligation to publicly revise these forward-looking statements, to
reflect events or circumstances that arise after the date hereof. Readers should carefully review
the risk factors described in this and other documents Streamline Health Solutions, Inc. files from
time to time with the Securities and Exchange Commission, including future Quarterly Reports on
Form 10-Q and any Current Reports on Form 8-K.
Streamline Healths discussion and analysis of its financial condition and results of operations
are based upon its consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires Streamline Health to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent
liabilities. On an ongoing basis, Streamline Health evaluates its estimates, including those
related to product revenues, bad debts, capitalized software development costs, income taxes,
support contracts, contingencies, and litigation. Streamline Health bases its estimates on
historical experience and on various other assumptions that Streamline Health believes are
reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and revenue and expense recognition. Actual results
may differ from these estimates under different assumptions or conditions.
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General
Streamline Health Solutions, Inc. (Streamline Health® or the Company) is a leading developer of
workflow and document management technology solutions that drive process efficiencies and cost
reductions for leading healthcare facilities throughout North America. Since our inception in 1989,
Streamline Healths technology solutions have seamlessly interfaced with our customers existing
enterprise or departmental electronic medical record systems. The Companys solutions efficiently
integrate paper-based and unstructured data with electronic data in the areas of Health Information
Management, Patient Financial Services, Human Resources, and Supply Chain Management to provide
real-time comprehensive patient profiles and generate substantial operational savings. Streamline
Healths workflow and document management solutions assist hospitals in meeting the requirements of
meaningful use to become eligible for significant incentive payments as outlined in the HITECH
act (a provision of American Recovery and Reinvestment Act of 2009), and they are an integral part
of an enterprise-wide Electronic Health Record (EHR). The Company sells its products and services
in North America to remarketers, hospitals, clinical and ambulatory services through its direct
sales force, and its reseller partnerships.
Streamline Healths core technology is a secure document management repository called
accessANYwareTM that collects, indexes, and intelligently routes unstructured,
document-based medical and financial data throughout the enterprise. The accessANYware family of
solutions work complementary to, and can be seamlessly integrated with existing transaction-centric
clinical, financial and management information systems. The Companys fifth-generation
accessANYware architecture includes the consolidation of technology platforms onto the
Microsoft.NET platform, and also the internationalization of the software to reach international
markets.
The Companys core technology is supplemented by departmental workflow-based solutions and services
which offer solutions to specific healthcare business processes within Health Information
Management (HIM) and the revenue cycle. Additionally, the Company offers a full complement of high
quality consulting and implementation services to complement and enhance its software applications.
The Companys software solutions are delivered either by purchased perpetual license which is
installed locally in the customers data center; or by subscription and accessed by software as a
service through a secure internet connection (also known as SaaS, and previously referred to as
application hosting services in the Annual Report on Form 10-K; The Company believes SaaS is a
more accurate label for this type of subscription services). A SaaS subscription provides
Streamline Healths complete suite of document management and workflow products, which also
enables improved security, and accessibility to patient records at significant cost savings; with
minimal up-front capital investment, maintenance, and support costs. In addition, the healthcare
provider need not have knowledge of, expertise in, or control over the technology infrastructure
in the data center that supports them. SaaS systems allow customers to realize the benefits of
our systems with an accelerated return on investment, and less economic risk.
The Company operates primarily in one segment as a provider of health information technology
solutions. The financial information required by Item 101(b) of Regulation S-K is contained in Item
6 Selected Financial Information of the Companys January 31, 2011 Form 10-K.
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Signed Agreements Backlog
At April 30, 2011 Streamline Health has master agreements and purchase orders from customers and
remarketing partners for systems and related services (excluding support and maintenance, and
transaction-based SaaS subscription revenues), which have not been delivered or installed which, if
fully performed, would generate future revenues of approximately $4,947,000 compared with
$4,240,000 at April 30, 2010. The related systems and services are expected to be delivered over
the next two to three years. The increase in the backlog is the result of several contracts for
new or add-on proprietary software licenses, professional services, or third-party hardware and
software entered into during fiscal 2010, net of the revenues recognized from backlog since April
30, 2010. At April 30, 2011, Streamline Health had maintenance agreements purchase orders, from
customers and remarketing partners for maintenance, which if fully performed, will generate future
revenues of approximately $6,199,000 compared with $5,078,000 at April 30, 2010, through their
respective renewal dates in fiscal year 2012 and 2011. This increase is primarily the result of
new or renewed maintenance contracts that have entered their service period, and therefore, added
to backlog, and net of recognized maintenance revenues since April 30, 2010. At April 30, 2011,
Streamline Health has entered into SaaS agreements, which are expected to generate revenues in
excess of $6,550,000 through their respective renewal dates in fiscal years 2011 through 2014. The
software as a service backlog decreased from $9,310,000 at April 30, 2010, due to the decreased
volume of new SaaS business and renewals, and recognized revenues from contracts signed in prior
years.
Below is a summary of the backlog at April 30, 2011, January 31, 2011 and April 30, 2010:
April 30, 2011 | January 31, 2011 | April 30, 2010 | ||||||||||
Streamline Health Software Licenses |
$ | 82,000 | $ | 121,000 | $ | 188,000 | ||||||
Custom Software |
29,000 | 42,000 | 107,000 | |||||||||
Hardware and Third Party Software |
107,000 | 66,000 | 145,000 | |||||||||
Professional Services |
4,729,000 | 4,629,000 | 3,800,000 | |||||||||
Software as a service |
6,550,000 | 7,362,000 | 9,310,000 | |||||||||
Recurring Maintenance |
6,199,000 | 5,384,000 | 5,078,000 | |||||||||
Total |
$ | 17,696,000 | $ | 17,604,000 | $ | 18,628,000 | ||||||
Streamline Health believes its future revenues will come from direct sales and remarketing
agreements with other health information systems vendors similar to the Telus Health agreement that
was entered into in December 2007. Streamline Health continues to actively pursue remarketing
agreements with other companies.
The commencement of revenue recognition varies depending on the size and complexity of the system;
the implementation schedule requested by the customer and usage by customers of the Companys SaaS
services. Therefore, it is difficult for the Company to accurately predict the revenue it expects
to achieve in any particular period. Streamline Healths master agreements generally provide that
the customer may terminate its agreement upon a material breach by Streamline Health, or may delay
certain aspects of the installation. There can be no assurance that a customer will not cancel all
or any portion of a master agreement or delay installations. A termination or installation delay
of one or more phases of an agreement, or the failure of Streamline Health to procure additional
agreements, could have a material adverse effect on Streamline Healths business, financial
condition, and results of operations.
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Quarterly Operating Results
The Company recognized revenues in the first quarter of fiscal 2011 of $4.1 million, compared to
$3.5 million of revenue recognized in the comparable prior quarter; an increase of $596,000, or
17%. The revenues recognized are derived primarily from recurring revenues recognized from SaaS
subscriptions and recurring maintenance contracts. The Company incurred an operating loss of
$254,000 in the first quarter of fiscal 2011, compared to an operating loss of $1.2 million in the
first quarter of fiscal 2010. Operating expenses were $4.4 million, compared to $4.7 million in
the comparable prior quarter; a decrease of $351,000 or 7% over the prior comparable quarter.
The Companys revenues from proprietary systems sales have varied, and may continue to vary,
significantly from quarter-to-quarter because of the volume and timing of systems sales and
delivery. Professional services revenues also fluctuate from quarter-to-quarter because of the
timing of the implementation services, project management, and timing of the recognition of
revenues under generally accepted accounting principles. Conversely, revenues from SaaS
subscription sales, and maintenance services do not fluctuate significantly from
quarter-to-quarter, but have been increasing, on an annual basis, as the number of customers
increase. Substantial portions of the operating expenses are fixed; therefore operating profits are
expected to vary depending on the factors that drive fluctuations in revenues and the mix of
proprietary system sales versus SaaS subscriptions sold.
Quarterly Statement of Operations(1)
Three Months Ended, | ||||||||
April 30, 2011 | April 30, 2010 | |||||||
Systems sales |
3.2 | % | 4.2 | % | ||||
Services, maintenance and support |
74.5 | 71.8 | ||||||
Software as a service |
22.3 | 24.0 | ||||||
Total revenues |
100.0 | 100.0 | ||||||
Cost of sales |
55.8 | 72.7 | ||||||
Selling, general and administrative |
40.2 | 47.9 | ||||||
Product research and development |
10.1 | 13.3 | ||||||
Total operating expenses |
106.1 | 133.9 | ||||||
Operating profit (loss) |
(6.1 | ) | (33.9 | ) | ||||
Other income (expense), net |
(0.6 | ) | 0.8 | |||||
Income tax net benefit |
| | ||||||
Net earnings(loss) |
(6.7 | )% | (33.1 | )% | ||||
Cost of systems sales |
412.9 | % | 490.5 | % | ||||
Cost of services, maintenance and support |
43.3 | % | 54.3 | % | ||||
Cost of software as a service |
47.2 | % | 53.8 | % | ||||
(1) | Because a significant percentage of the operating costs are incurred at levels that are
not necessarily correlated with revenue levels, a variation in the timing of systems sales
and installations and the resulting revenue recognition can cause significant variations in
operating results. As a result, period-to-period comparisons may not be meaningful with
respect to the past operations nor are they necessarily indicative of the future operations
of Streamline Health in the near or long-term. The data in the table is presented solely
for the purpose of reflecting the relationship of various operating elements to revenues
for the periods indicated. |
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Revenues
Revenues consisted of the following (in thousands):
Three Months Ended, | ||||||||||||||||
April 30, 2011 | April 30, 2010 | Change | % Change | |||||||||||||
Proprietary software (1) |
$ | 39 | $ | 28 | $ | 11 | 39 | % | ||||||||
Hardware & third party software (1) |
92 | 122 | (30 | ) | (25 | %) | ||||||||||
Professional services (2) |
1,007 | 659 | 348 | 53 | % | |||||||||||
Maintenance & support (2) |
2,077 | 1,885 | 192 | 10 | % | |||||||||||
Software as a service |
925 | 850 | 75 | 9 | % | |||||||||||
Total Revenues |
$ | 4,140 | $ | 3,544 | $ | 596 | 17 | % | ||||||||
(1) | Proprietary software and hardware are the components of the system sales line item |
|
(2) | Professional services and maintenance & support are the components of the service,
maintenance and support line item. BPM consulting services are
included in professional services. |
Revenues for the three months ended April 30, 2011, were $4,140,000 compared with $3,544,000
in the comparable quarter of fiscal 2010. The quarter-over-quarter increase was a result of an
increase in professional services and increases in recurring revenues from software maintenance and
software as a service subscription revenue. The increase in professional services is primarily the
result of increased revenue earned from implementations of systems and other professional services
sold in prior quarters. The increase in software as a service subscription revenue is due to one
SaaS customer contract sold in fiscal 2010 that reached go-live status and was able to begin
ratable revenue recognition, as well as the continued recognition of subscription revenues from
backlog. Additionally, the increase in recurring maintenance and support is due to revenues
recognized for maintenance periods commencing on software sold since the close of the first quarter
2010.
Cost of Sales
Cost of sales consisted of the following (in thousands):
Three Months Ended, | ||||||||||||||||
April 30, 2011 | April 30, 2010 | Change | % Change | |||||||||||||
Cost of system sales |
$ | 541 | $ | 738 | $ | (197 | ) | (27 | %) | |||||||
Cost of services, maintenance and support |
1,334 | 1,382 | (48 | ) | (3 | %) | ||||||||||
Cost of software as a service |
436 | 457 | (21 | ) | (5 | %) | ||||||||||
Total cost of sales |
$ | 2,311 | $ | 2,577 | $ | (266 | ) | (10 | %) | |||||||
Cost of systems sales includes amortization of capitalized software expenditures, royalties,
and the cost of third-party hardware and software. The decrease in the cost of systems sales is
primarily the result of a $121,000 decrease in amortization due to products released in fiscal
years 2006 and 2007 becoming fully amortized subsequent to the end of the first quarter of fiscal
2010.
Cost of services, maintenance and support includes compensation and benefits for support and
professional services personnel and the cost of third party maintenance contracts. The decrease is
primarily due to reductions in staffing for implementation services and BPM consulting,
reductions in the cost of third-party maintenance contracts over the prior year comparable quarter.
These reductions were partially offset by increased equity awards expense.
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The cost of software as a service operations is relatively fixed, but subject to annual increases
for the goods and services it requires. The decrease is primarily attributable to several annual
third party license and maintenance agreements that were re-negotiated, resulting in cost savings
in the current quarter; net of additional depreciation on new infrastructure.
Selling, General and Administrative Expense
Selling, general and administrative expenses consisted of the following (in thousands):
Three Months Ended, | ||||||||||||||||
April 30, 2011 | April 30, 2010 | Change | % Change | |||||||||||||
Selling, general, and administrative |
$ | 1,665 | $ | 1,698 | $ | (33 | ) | (2 | %) | |||||||
Selling, General and Administrative expenses consist primarily of compensation and related
benefits and reimbursable travel and living expenses related to the Companys sales, marketing and
administrative personnel; advertising and marketing expenses, including trade shows and similar
type sales and marketing expenses; and general corporate expenses, including occupancy costs. This
decrease over the respective comparable prior period is due to reductions in salaries, sales
commissions, and professional fees over the prior comparable quarter, as well as policies
implemented to reduce travel and living expenses. These decreases in expense were primarily offset
by an increased stock-based compensation expenses, bad debt expense, bonus expense, and severance
costs.
Product Research and Development Expense
Product research and development expenses consisted of the following (in thousands):
Three Months Ended, | ||||||||||||||||
April 30, 2011 | April 30, 2010 | Change | % Change | |||||||||||||
Research and development expense |
$ | 418 | $ | 470 | $ | (52 | ) | (11 | %) | |||||||
Capitalized research and
development cost |
785 | 696 | 89 | 13 | % | |||||||||||
Total R&D Cost |
$ | 1,203 | $ | 1,166 | $ | 37 | 3 | % | ||||||||
Product research and development expenses consist primarily of compensation and related
benefits; the use of independent contractors for specific near-term development projects; and an
allocated portion of general overhead costs, including occupancy. Research and development
expenses decreased to $418,000 from $470,000 from the prior comparable quarter, primarily due to a
increase in costs eligible for capitalization. The Company capitalized $785,000 and $696,000
resulting in total research and development expenditures of $1,203,000 and $1,166,000 in the first
quarter of fiscal 2011 and 2010, respectively when considering both capitalized software
development costs and non-capitalizable research and development expense for an increase of
$37,000.
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Operating Loss
The Company incurred an operating loss of $254,000 in the first quarter of fiscal 2011, compared to
an operating loss of $1,201,000 in the first quarter of fiscal 2010. Increased revenues from
professional service fees, and continued increases in recurring revenues were aided by a reduction
in operating expenses as part of cost of sales, selling, administrative, and research and
development expenses.
Other Income (Expense)
Interest expense in first quarter of fiscal 2011 was $20,000 compared to $22,000 in the comparable
prior quarter. Interest expense from the working capital facility was $13,000 in the first quarter
of fiscal 2011 compared with $11,000 in the comparable prior quarter, primarily due to a larger
average balance outstanding than in the prior comparable quarter. Interest expense from the
capital lease decreased by $5,000 over the prior comparable quarter primarily due to a lower
principal balance when compared to the prior year. The Company had foreign currency exchange
gains of $22,000 and a loss on the disposal of a fixed asset of $27,000.
Provision for Income Taxes
The tax provision in the first quarter of fiscal 2011 and 2010 is comprised of primarily state and
local provisions.
Net Loss
The Company incurred a net loss of $281,000 in fiscal 2011, compared to net loss of $1,176,000 in
fiscal 2010.
Operational Metrics and Use of Non-GAAP Financial Measures
Streamline Healths primary metrics used to assess the performance of the business include gross
margin, cash flow from operations, non-GAAP Adjusted EBITDA (Non-GAAP measure meaning, Earnings
before interest, Tax, Depreciation, Amortization, and Stock-based compensation expense for
explanation and reconciliation of all non-GAAP financial measures, see Use of Non-GAAP Financial
Measures), non-GAAP Adjusted EBITDA less capitalized software development costs, and non-GAAP
Adjusted EBITDA margin. Management uses these measures as i) one of the primary methods for
planning and forecasting overall expectations and for evaluating, on at least a quarterly and
annual basis, actual results against such expectations; and, ii) as a performance evaluation metric
in determining achievement of certain executive and employee incentive compensation programs.
17
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Additionally, the Companys lenders use Adjusted EBITDA, to assess operating performance. The
Companys working capital credit agreement requires compliance with financial covenants certain of
which are based on an Adjusted EBITDA measurement that is the same as the Adjusted EBITDA
measurement reviewed by Company management. The current metrics are outlined in the table below:
Three Months Ended, | ||||||||||||||||
April 30, | April 30, | |||||||||||||||
2011 | 2010 | Change | % Change | |||||||||||||
Gross margin |
$ | 1,829,000 | $ | 967,000 | 862,000 | 89 | % | |||||||||
Gross margin % |
44 | % | 27 | % | 17 | % | ||||||||||
Cash flow (used in)
provided by
operations |
$ | (228,000 | ) | $ | 2,000 | (230,000 | ) | (115 | %) | |||||||
Adjusted EBITDA |
$ | 630,000 | $ | (225,000 | ) | 855,000 | 380 | % | ||||||||
Adjusted EBITDA, less
capitalized software
development costs |
$ | (155,000 | ) | $ | (921,000 | ) | 766,000 | 494 | % | |||||||
Adjusted EBITDA margin |
15 | % | (6 | %) | 21 | % |
Non-GAAP financial measures have limitations as analytical tools and should not be considered
in isolation or as a substitute for analysis of Company results as reported under GAAP. The Company
compensates for such limitations by relying primarily on our GAAP results and using non-GAAP
financial measures only as supplemental data. A reconciliation of non-GAAP to GAAP measures used is
provided below, and investors are encouraged to carefully review this reconciliation. In addition,
because these non-GAAP measures are not measures of financial performance under GAAP and are
susceptible to varying calculations, these measures, as defined by the Company, may differ from and
may not be comparable to similarly titled measures used by other companies. The following is a
summary of non-GAAP measurements used by the Company:
EBITDA, Adjusted EBITDA, Adjusted EBITDA Less Capitalized Software Development Costs, Adjusted
EBITDA Margin, and Adjusted EBITDA per diluted share
The Company defines: (i) EBITDA, as net income (loss) before net interest expense, income tax
expense (benefit), depreciation and amortization; (ii) Adjusted EBITDA, as net income (loss) before
net interest expense, income tax expense (benefit), depreciation, amortization, and stock-based
compensation expense; (iii) Adjusted EBITDA Less Capitalized Software Development Costs, includes
the effect of cash spent on research and development that was capitalized; (iv) Adjusted EBITDA
Margin, as Adjusted EBITDA as a percentage of net revenue; and (v) Adjusted EBITDA per diluted
share as adjusted EBITDA divided by adjusted diluted shares outstanding. EBITDA, Adjusted EBITDA,
Adjusted EBITDA Margin and Adjusted EBITDA per diluted share are used to facilitate a comparison of
our operating performance on a consistent basis from period to period and provide for a more
complete understanding of factors and trends affecting our business than GAAP measures alone. These
measures assist management and the Board and may be useful to investors in comparing the Companys
operating performance consistently over time as they remove the impact of our capital structure
(primarily interest charges), asset base (primarily depreciation and amortization) and
items outside the control of the management team (taxes). Adjusted EBITDA removes the impact of
share-based compensation expense, which is another non-cash item outside of management control.
Adjusted EBITDA per diluted share will include incremental shares in the share count that would be
considered anti-dilutive in a GAAP net loss position.
EBITDA and its variants used by management are not measures of liquidity under GAAP, or
otherwise, and are not alternatives to cash flow from continuing operating activities; therefore
the Company suggests that readers of the quarterly reports refer to the Companys Annual Report on
Form 10-K for the year ended January 31, 2011 in the section Use of Non-GAAP Financial
Measures for complete detail of the limitations of non-GAAP financial measures presented in this
quarterly report.
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The following table sets forth a reconciliation of EBITDA and its variants used by management,
as described to assess the Companys on-going operating performance (amounts in thousands, except
per share data):
Three Months Ended, | ||||||||
April 30, 2011 | April 30, 2010 | |||||||
Adjusted EBITDA Reconciliation |
||||||||
Net earnings (loss) |
$ | (281 | ) | $ | (1,176 | ) | ||
Interest expense |
20 | 22 | ||||||
Tax expenses |
2 | 5 | ||||||
Depreciation and other amortization |
198 | 222 | ||||||
Amortization of capitalized software development costs |
494 | 615 | ||||||
EBITDA |
433 | (312 | ) | |||||
Stock-based compensation expense |
197 | 87 | ||||||
Adjusted EBITDA |
$ | 630 | $ | (225 | ) | |||
Capitalized software development costs |
785 | 696 | ||||||
Adjusted EBITDA, less capitalized software development costs |
(155 | ) | (921 | ) | ||||
Adjusted EBITDA Margin (1) |
15 | % | (6 | %) | ||||
Adjusted EBITDA per diluted share |
||||||||
Earnings (loss) per share diluted |
$ | (0.03 | ) | $ | (0.13 | ) | ||
Interest expense (2) |
0.00 | 0.00 | ||||||
Tax expenses (2) |
0.00 | 0.00 | ||||||
Depreciation and other amortization (2) |
0.02 | 0.02 | ||||||
Amortization of capitalized software development costs (2) |
0.05 | 0.07 | ||||||
Stock-based compensation expense (2) |
0.02 | 0.01 | ||||||
Adjusted EBITDA per adjusted diluted share |
$ | 0.06 | $ | (0.03 | ) | |||
Diluted weighted average shares |
9,649,508 | 9,413,367 | ||||||
Includable incremental shares adjusted EBITDA (3) |
8,108 | | ||||||
Adjusted diluted shares |
$ | 9,657,616 | $ | 9,413,367 | ||||
(1) | Adjusted EBITDA as a percentage of GAAP revenues |
|
(2) | Per adjusted diluted weighted average shares |
|
(3) | The number of incremental shares that would be dilutive under profit assumption, only
applicable under a GAAP net loss. If GAAP profit is earned in the current period, no
additional incremental shares are assumed. If negative adjusted EBITDA is incurred, no
additional incremental shares are assumed for adjusted diluted shares. |
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Liquidity and Capital Resources
Traditionally, Streamline Health has funded its operations, working capital needs, and capital
expenditures primarily from a combination of cash generated by operations, bank loans, and
revolving lines of credit. Streamline Healths liquidity is dependent upon numerous factors
including: (i) the timing and amount of revenues and collection of contractual amounts from
customers, (ii) amounts invested in research and development, capital expenditures, and (iii) the
level of operating expenses, all of which can vary significantly from quarter-to-quarter.
Streamline Health has no significant obligations for capital resources, other than the $1,500,000
borrowed under its bank line of credit at April 30, 2011, the non-cancelable operating leases of
approximately $1,427,000 payable over the next four years, and $132,000 for capital leases.
Capital expenditures for property and equipment for fiscal 2011 are not expected to exceed
$1,500,000.
Net cash used in operations in the first quarter of fiscal 2011 was $228,000, an increase of
approximately $230,000 from the prior comparable quarter. The increase was primarily due to a
$244,000 decrease in accrued compensation expenses, which included payment on executive severance
agreements, executive inducement incentives, fiscal 2010 annual bonus and commission payments; and
was offset primarily by fiscal 2011 annual bonuses accrued, and severance agreements accrued during
the first quarter; the $864,000 decrease in deferred revenues which reflects the revenue
recognition of prepaid maintenance contracts during fiscal 2011, net of any additional payments
received in 2011; as well as a $316,000 decrease in accrued other expenses, primarily payment of
professional fee accruals and other expenses.
Net cash used in investing activities in the first quarter of fiscal 2011 was $942,000, an increase
of $59,000 from the prior comparable quarter. This increase was primarily due to the increase in
capitalized software development costs, which is the result of certain projects reaching
technological feasibility for which development cost began being capitalized relating to the
development of the Companys core solutions and the expanded work flow module development.
The net cash provided by financing activities in the first quarter of fiscal 2011 was $249,000, a
decrease of $634,000 which is primarily the net change on the line of credit of $500,000, as well
as a decrease in proceeds received for exercise of stock options, and payments on the capital lease
obligation.
At April 30, 2011, Streamline Health had cash on hand of $482,000, and total eligible
borrowings on the line of credit of approximately $2,029,000, or $529,000 in excess availability
under the line of credit. Streamline Health believes that its present cash position, combined with
cash generation currently anticipated from operations, the availability of the revolving credit
facility, and possible access to new funding sources will be sufficient to meet anticipated cash
requirements for the next twelve months. However, continued expansion of the Company will require
additional resources. The Company may need to incur debt, obtain an additional infusion of capital,
or a combination of both, depending on the extent of the expansion of the Company and future
revenues and expenses. However, there can be no assurance Streamline Health will be able to do so.
The Company is evaluating financing options available to the Company.
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Notwithstanding the current levels of revenues and expenses, for the foreseeable future, Streamline
Health will need to continually assess its revenue prospects compared to its then current
expenditure levels. If it does not appear likely that revenues will increase, it may be necessary
to reduce operating expenses or raise cash through additional borrowings, the sale of assets, or
other equity financing. Certain of these actions will require current lender approval. However,
there can be no assurance Streamline Health will be successful in any of these efforts. If it is
necessary to significantly reduce operating expenses, this could have an adverse effect on future
operating performance.
To date, inflation has not had a material impact on Streamline Healths revenues or expenses.
Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, of the Annual Report on Form 10-K for the fiscal year
ended January 31, 2011. The Companys exposures to market risk have not changed materially since
January 31, 2011.
Item 4. | CONTROLS AND PROCEDURES |
Streamline Health maintains disclosure controls and procedures that are designed to ensure that
there is reasonable assurance that the information required to be disclosed in Streamline Healths
Exchange Act reports is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to Streamline Healths management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure based on the
definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e).
In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of Streamline Healths senior management, including the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of Streamline Healths disclosure controls and procedures to provide reasonable assurance
of achieving the desired objectives of the disclosure controls and procedures. Based on that
evaluation, Streamline Healths management, including the Chief Executive Officer and Chief
Financial Officer, concluded that there is reasonable assurance that Streamline Healths disclosure
controls and procedures were effective as of the end of the period covered by this report.
There were no material changes in the Companys internal controls over financial reporting during
the three months ended April 30, 2011 that have affected or are reasonably likely to materially
affect the Companys internal controls over financial reporting.
21
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Part II. OTHER INFORMATION
Item 1. | LEGAL PROCEEDINGS |
Streamline Health is, from time to time, a party to various legal proceedings and claims, which
arise, in the ordinary course of business. Streamline Health is not aware of any legal matters
that will have a material adverse effect on Streamline Healths consolidated results of operations
or consolidated financial position.
Item 1A. | RISK FACTORS |
In addition to the other information set forth in this report, you should carefully consider the
risk factors discussed in Part I, Item 1A, Risk Factors in the Annual Report on Form 10-K for the
fiscal year ended January 31, 2011. The risk factors in the Annual Report have not materially
changed since January 31, 2011, but are not the only risks facing the Company. In addition, risks
and uncertainties not currently known to the Company or that the Company currently deems to be
immaterial also may materially adversely affect the Company, its financial condition and/or
operating results.
Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
As previously reported in the Companys Form 8-Ks filed with the Commission on March 14, 2011 and
April 28, 2011, in the first fiscal quarter of 2011, the Company granted 200,000 stock options to
Mr. Rick Leach and 100,000 stock options to Mr. Stephen Murdock, the Companys Chief Marketing
Officer and Chief Financial Officer, respectively, at an exercise price of $2.00 per share. The
Company also granted each of Messrs. Leach and Murdock the right to purchase 10,000 shares of newly
issued shares of common stock for $100 (i.e. their par value).
The Company also granted 200,000 stock options to an employee at an exercise price of $2.00 per
share; and also 15,000 stock options to a non-employee consultant at an exercise price of $1.82 per
share. The Company also granted an employee the right to purchase 5,000 shares of newly issued
shares of common stock for $50 (i.e. their par value).
These option and share awards were inducement grants pursuant to Nasdaq Marketplace Rule 5365(c)(4)
in connection with the commencement of employment with the Company, and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as securities not
issued in a public offering.
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Item 3. | DEFAULTS UPON SENIOR SECURITIES |
The Company was not in default of its existing credit facility at April 30, 2011.
Item 6. | EXHIBITS |
(a) Exhibits
3.1 | (a) | Certificate of Incorporation of Streamline Health Solutions, Inc. (*) |
||
3.1 | (b) | Certificate of Incorporation of Streamline Health Solutions, Inc., amendment No. 1 (*) |
||
3.2 | Bylaws of Streamline Health Solutions, Inc. (*) |
|||
10.1 | Employment Agreement dated January 31, 2011 between Streamline Health Solutions,
Inc. and Robert E. Watson (*) |
|||
10.2 | Employment agreement among Streamline Health Solutions Inc., Streamline Health,
Inc. and Rick Leach effective March 8, 2011 (*) |
|||
10.3 | Employment agreement among Streamline Health Solutions Inc., Streamline Health,
Inc. and Stephen H. Murdock effective April 22, 2011 (*) |
|||
10.4 | Second Amended and Restated Revolving Note, effective April 13, 2011, between
Streamline Health, Inc. and Fifth Third Bank (*) |
|||
10.5 | Amendment No. 1 to the Amended and Restated Continuing Guaranty Agreement,
effective April 13, 2011, between Streamline Health Solutions, Inc. and the Fifth Third
Bank (*) |
|||
11 | Computation of earnings (loss) per common share** |
|||
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended** |
|||
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended** |
|||
32.1 | Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002** |
|||
32.2 | Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002** |
(*) | Incorporated herein by reference from, the Registrants SEC filings. |
|
(See INDEX TO EXHIBITS) |
||
(**) | Included herein. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
STREAMLINE HEALTH SOLUTIONS, INC. |
||||
DATE: June 8, 2011 | By: | /s/ Robert E. Watson | ||
Robert E. Watson | ||||
Chief Executive Officer | ||||
DATE: June 8, 2011 | By: | /s/ Stephen H. Murdock | ||
Stephen H. Murdock | ||||
Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit No. | Description of Exhibit | |||||
3.1 | (a) | Certificate of Incorporation of Streamline Health
Solutions, Inc. f/k/a/ LanVision Systems, Inc.
(Previously filed with the Commission and
incorporated herein by reference from, the
Registrants (LanVision System, Inc.) Registration
Statement on Form S-1, File Number 333-01494, as
filed with the Commission on April 15, 1996.)
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* | |||
3.1 | (b) | Certificate of Incorporation of Streamline Health
Solutions, Inc. f/k/a LanVision Systems, Inc.,
amendment No. 1. (Previously filed with the
Commission and incorporated herein by reference from
the Registrants Form 10-Q, as filed with the
Commission on September 8, 2006.)
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* | |||
3.2 | Bylaws of Streamline Health Solutions, Inc. as
amended and restated on July 22, 2010, and
previously filed with the Commission and
incorporated herein by reference from the
Registrants Form 10-Q, as filed with the Commission
on September 9, 2010.
|
* | ||||
10.1 | # | Employment Agreement dated January 31, 2011 between
Streamline Health Solutions, Inc. and Robert E.
Watson, (Previously filed with the Commission, and
incorporated herein by reference from, Exhibit 10.2
of the Registrants Form 8-K, as filed with the
Commission on February 3, 2011.)
|
* | |||
10.2 | # | Employment agreement among Streamline Health
Solutions Inc., Streamline Health, Inc. and Rick
Leach effective March 8, 2011. (Previously filed
with the Commission, and incorporated herein by
reference from, Exhibit 10.1 of the Registrants
Form 8-K, as filed with the Commission on March 14,
2011.)
|
* | |||
10.3 | # | Employment agreement among Streamline Health
Solutions Inc., Streamline Health, Inc. and Stephen
H. Murdock effective April 22, 2011. (Previously
filed with the Commission, and incorporated herein
by reference from, Exhibit 10.1 of the Registrants
Form 8-K, as filed with the Commission on April 22,
2011.)
|
* | |||
10.4 | Second Amended and Restated Revolving Note,
effective April 13, 2011, between Streamline Health,
Inc. and Fifth Third Bank. (Previously filed with
the Commission, and incorporated herein by reference
to exhibit 10.1 of the Registrants Form 8-K, as
filed with the Commission on April 18, 2011.)
|
* |
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Table of Contents
Exhibit No. | Description of Exhibit | |||||
10.5 | Amendment No. 1 to the Amended and Restated
Continuing Guaranty Agreement, effective April 13,
2011, between Streamline Health Solutions, Inc. and
the Fifth Third Bank. (Previously filed with the
Commission, and incorporated herein by reference to
exhibit 10.2 of the Registrants Form 8-K, as filed
with the Commission on April 18, 2011.)
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* | ||||
11.1 | Statement Regarding Computation of Per Share Earnings
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** | ||||
31.1 | Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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** | ||||
31.2 | Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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** | ||||
32.1 | Certification by Chief Executive Officer pursuant to
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
** | ||||
32.2 | Certification by Chief Financial Officer pursuant to
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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** |
* | Included herein as indicated |
|
** | Included herin |
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# | Management Contracts and Compensatory Arrangements. |
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