x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 31-1455414 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x | |||
(Do not check if a smaller reporting company) |
TABLE OF CONTENTS | ||
Page | ||
Part I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Condensed Consolidated Balance Sheets at July 31, 2013 and January 31, 2013 | ||
Condensed Consolidated Statements of Operations for the three and six months ended July 31, 2013 and 2012 | ||
Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2013 and 2012 | ||
Notes to Condensed Consolidated Financial Statements | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. | Controls and Procedures | |
Part II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | |
Item 6. | Exhibits | |
Signatures |
Item 1. | FINANCIAL STATEMENTS |
July 31, 2013 | January 31, 2013 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 5,355,673 | $ | 7,500,256 | |||
Accounts receivable, net of allowance for doubtful accounts of $134,000 and $134,000, respectively | 10,773,182 | 8,685,017 | |||||
Contract receivables | 1,769,738 | 1,481,819 | |||||
Prepaid hardware and third party software for future delivery | 22,777 | 22,777 | |||||
Prepaid client maintenance contracts | 1,176,432 | 1,080,330 | |||||
Other prepaid assets | 924,512 | 997,024 | |||||
Other current assets | — | 110,555 | |||||
Total current assets | 20,022,314 | 19,877,778 | |||||
Non-current assets: | |||||||
Property and equipment: | |||||||
Computer equipment | 3,481,679 | 3,420,452 | |||||
Computer software | 2,202,444 | 2,196,236 | |||||
Office furniture, fixtures and equipment | 870,079 | 843,274 | |||||
Leasehold improvements | 697,570 | 697,570 | |||||
7,251,772 | 7,157,532 | ||||||
Accumulated depreciation and amortization | (6,296,766 | ) | (5,958,727 | ) | |||
Property and equipment, net | 955,006 | 1,198,805 | |||||
Contract receivables, less current portion | 95,816 | 126,626 | |||||
Capitalized software development costs, net of accumulated amortization of $18,861,000 and $17,465,000, respectively | 12,218,230 | 12,816,486 | |||||
Intangible assets, net | 7,559,154 | 8,188,131 | |||||
Deferred financing costs, net | 331,955 | 541,740 | |||||
Goodwill | 12,166,959 | 12,133,304 | |||||
Other | 459,823 | 383,708 | |||||
Total non-current assets | 33,786,943 | 35,388,800 | |||||
$ | 53,809,257 | $ | 55,266,578 |
July 31, 2013 | January 31, 2013 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 1,605,745 | $ | 1,495,913 | |||
Accrued compensation | 1,021,515 | 2,088,850 | |||||
Accrued other expenses | 1,318,947 | 1,325,039 | |||||
Current portion of long-term debt | 1,250,000 | 1,250,000 | |||||
Deferred revenues | 10,040,005 | 9,810,442 | |||||
Contingent consideration for earn-out | 1,358,722 | 1,319,559 | |||||
Current portion of deferred tax liability | 35,619 | 35,619 | |||||
Total current liabilities | 16,630,553 | 17,325,422 | |||||
Non-current liabilities: | |||||||
Term loans | 11,812,500 | 12,437,501 | |||||
Warrants liability | 5,981,000 | 3,649,349 | |||||
Lease incentive liability, less current portion | 79,603 | 99,579 | |||||
Deferred income tax liability, less current portion | 663,033 | 529,709 | |||||
Total non-current liabilities | 18,536,136 | 16,716,138 | |||||
Total liabilities | 35,166,689 | 34,041,560 | |||||
Series A 0% Convertible Redeemable Preferred Stock, $.01 par value per share, $11,999,985 redemption value, 4,000,000 shares authorized, 3,999,995 shares issued and outstanding, net of unamortized preferred stock discount of $4,034,470 and $4,234,269, respectively | 7,965,515 | 7,765,716 | |||||
Stockholders’ equity: | |||||||
Common stock, $.01 par value per share, 25,000,000 shares authorized; 13,039,619 and 12,643,620 shares issued and outstanding, respectively | 130,396 | 126,436 | |||||
Convertible redeemable preferred stock, $.01 par value per share, 1,000,000 shares authorized, no shares issued | — | — | |||||
Additional paid in capital | 49,930,230 | 49,178,389 | |||||
Accumulated deficit | (39,383,573 | ) | (35,845,523 | ) | |||
Total stockholders’ equity | 10,677,053 | 13,459,302 | |||||
$ | 53,809,257 | $ | 55,266,578 |
Three Months | Six Months | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues: | |||||||||||||||
Systems sales | $ | 2,233,668 | $ | 75,670 | $ | 2,558,314 | $ | 429,200 | |||||||
Professional services | 1,039,240 | 941,419 | 1,958,591 | 2,063,858 | |||||||||||
Maintenance and support | 3,620,446 | 2,297,246 | 7,001,046 | 4,648,821 | |||||||||||
Software as a service | 1,880,007 | 1,734,719 | 3,728,748 | 3,352,308 | |||||||||||
Total revenues | 8,773,361 | 5,049,054 | 15,246,699 | 10,494,187 | |||||||||||
Operating expenses: | |||||||||||||||
Cost of systems sales | 661,124 | 532,332 | 1,299,722 | 1,218,859 | |||||||||||
Cost of professional services | 1,266,744 | 503,474 | 2,241,206 | 1,055,956 | |||||||||||
Cost of maintenance and support | 795,476 | 705,713 | 1,780,065 | 1,430,995 | |||||||||||
Cost of software as a service | 514,075 | 616,781 | 1,093,154 | 1,299,087 | |||||||||||
Selling, general and administrative | 3,408,153 | 2,204,205 | 6,989,020 | 3,873,965 | |||||||||||
Research and development | 1,160,147 | 510,842 | 2,257,157 | 967,205 | |||||||||||
Total operating expenses | 7,805,719 | 5,073,347 | 15,660,324 | 9,846,067 | |||||||||||
Operating income (loss) | 967,642 | (24,293 | ) | (413,625 | ) | 648,120 | |||||||||
Other income (expense): | |||||||||||||||
Interest expense | (587,808 | ) | (391,188 | ) | (1,154,373 | ) | (599,018 | ) | |||||||
Miscellaneous income (expenses) | (1,064,163 | ) | (23,788 | ) | (1,806,428 | ) | 12,257 | ||||||||
Earnings (loss) before income taxes | (684,329 | ) | (439,269 | ) | (3,374,426 | ) | 61,359 | ||||||||
Income tax expense | (143,874 | ) | (24,000 | ) | (163,624 | ) | (33,000 | ) | |||||||
Net earnings (loss) | $ | (828,203 | ) | $ | (463,269 | ) | $ | (3,538,050 | ) | $ | 28,359 | ||||
Less: deemed dividends on Series A Preferred Shares | (15,510 | ) | — | (357,146 | ) | — | |||||||||
Net earnings (loss) attributable to common shareholders | $ | (843,713 | ) | $ | (463,269 | ) | $ | (3,895,196 | ) | $ | 28,359 | ||||
Basic net earnings (loss) per common share | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.31 | ) | $ | 0.00 | ||||
Number of shares used in basic per common share computation | 12,861,715 | 11,316,083 | 12,698,094 | 10,817,214 | |||||||||||
Diluted net earnings (loss) per common share | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.31 | ) | $ | 0.00 | ||||
Number of shares used in diluted per common share computation | 12,861,715 | 11,316,083 | 12,698,094 | 10,936,752 | |||||||||||
2013 | 2012 | ||||||
Operating activities: | |||||||
Net earnings (loss) | $ | (3,538,050 | ) | $ | 28,359 | ||
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: | |||||||
Depreciation | 338,039 | 362,631 | |||||
Amortization of capitalized software development costs | 1,396,050 | 1,222,394 | |||||
Amortization of intangible assets | 628,977 | 25,318 | |||||
Amortization of other deferred costs | 186,018 | 39,375 | |||||
Valuation adjustment for warrants liability | 1,670,354 | — | |||||
Deferred tax expense | 133,324 | — | |||||
Valuation adjustment for contingent earn-out | 39,163 | — | |||||
Share-based compensation expense | 825,531 | 399,961 | |||||
Changes in assets and liabilities, net of assets acquired: | |||||||
Accounts and contract receivables | (2,092,868 | ) | 2,438,948 | ||||
Other assets | (227,263 | ) | (649,612 | ) | |||
Accounts payable | 89,856 | (167,998 | ) | ||||
Accrued expenses | (1,045,618 | ) | 597,038 | ||||
Deferred revenues | 229,563 | (1,128,200 | ) | ||||
Net cash (used in) provided by operating activities | (1,366,924 | ) | 3,168,214 | ||||
Investing activities: | |||||||
Purchases of property and equipment | (94,240 | ) | (448,768 | ) | |||
Capitalization of software development costs | (797,794 | ) | (970,000 | ) | |||
Net cash used in investing activities | (892,034 | ) | (1,418,768 | ) | |||
Financing activities: | |||||||
Principal repayments on term loans | (625,001 | ) | — | ||||
Proceeds from exercise of stock options and stock purchase plan | 739,376 | 79,022 | |||||
Net cash provided by financing activities | 114,375 | 79,022 | |||||
(Decrease) increase in cash and cash equivalents | (2,144,583 | ) | 1,828,468 | ||||
Cash and cash equivalents at beginning of period | 7,500,256 | 2,243,054 | |||||
Cash and cash equivalents at end of period | $ | 5,355,673 | $ | 4,071,522 |
• | Persuasive evidence of an arrangement exists, |
• | Delivery has occurred or services have been rendered, |
• | The arrangement fees are fixed or determinable, and |
• | Collection is considered probable |
• | Provide updated guidance on how deliverables of an arrangement are separated, and how consideration is allocated; |
• | Eliminate the residual method and require entities to allocate revenue using the relative selling price method and; |
• | Require entities to allocate revenue to an arrangement using the estimated selling price (“ESP”) of deliverables if it does not have vendor specific objective evidence (“VSOE”) or third party evidence (“TPE”) of selling price. |
• | VSOE — the price at which an element is sold as a separate stand-alone transaction |
• | TPE — the price of an element, charged by another company that is largely interchangeable in any particular transaction |
• | ESP — the Company’s best estimate of the selling price of an element of the transaction |
Three Months Ended | |||||||
July 31, 2013 | July 31, 2012 | ||||||
Net loss | $ | (828,203 | ) | $ | (463,269 | ) | |
Less: deemed dividends on Series A Preferred Stock | (15,510 | ) | — | ||||
Net loss attributable to common shareholders | $ | (843,713 | ) | $ | (463,269 | ) | |
Weighted average shares outstanding used in basic per common share computations | 12,861,715 | 11,316,083 | |||||
Stock options and restricted stock | — | — | |||||
Number of shares used in diluted per common share computation | 12,861,715 | 11,316,083 | |||||
Basic net loss per share of common stock | $ | (0.07 | ) | $ | (0.04 | ) | |
Diluted net loss per share of common stock | $ | (0.07 | ) | $ | (0.04 | ) |
Six Months Ended | |||||||
July 31, 2013 | July 31, 2012 | ||||||
Net earnings (loss) | $ | (3,538,050 | ) | $ | 28,359 | ||
Less: deemed dividends on Series A Preferred Stock | (357,146 | ) | — | ||||
Net earnings (loss) attributable to common shareholders | $ | (3,895,196 | ) | $ | 28,359 | ||
Weighted average shares outstanding used in basic per common share computations | 12,698,094 | 10,817,214 | |||||
Stock options and restricted stock | — | 119,538 | |||||
Number of shares used in diluted per common share computation | 12,698,094 | 10,936,752 | |||||
Basic net earnings (loss) per share of common stock | $ | (0.31 | ) | $ | 0.00 | ||
Diluted net earnings (loss) per share of common stock | $ | (0.31 | ) | $ | 0.00 |
August 16, 2012 | |||
Assets purchased: | |||
Cash | $ | 1,126,000 | |
Accounts receivable | 2,300,000 | ||
Fixed assets | 133,000 | ||
Other assets | 513,000 | ||
Client relationships | 4,464,000 | ||
Internally developed software | 3,646,000 | ||
Trade name | 1,588,000 | ||
Supplier agreements | 1,582,000 | ||
Covenants not to compete | 720,000 | ||
Goodwill(1) | 8,073,000 | ||
Total assets purchased | $ | 24,145,000 | |
Liabilities assumed: | |||
Accounts payable and Accrued liabilities | 1,259,000 | ||
Deferred revenue obligation, net | 3,494,000 | ||
Deferred tax liability | 4,602,000 | ||
Net assets acquired | $ | 14,790,000 | |
Consideration: | |||
Company common stock | 1,502,000 | ||
Cash paid | 13,288,000 | ||
Total consideration | $ | 14,790,000 |
(1) | Goodwill represents the excess of purchase price over the estimated fair value of net tangible and intangible assets acquired, which is not deductible for tax purposes. |
Facilities | Equipment | Fiscal Year Totals | |||||||||
2013 (six months remaining) | $ | 466,000 | $ | 56,000 | $ | 522,000 | |||||
2014 | 717,000 | 158,000 | 875,000 | ||||||||
2015 | 322,000 | 102,000 | 424,000 | ||||||||
2016 | 162,000 | 2,000 | 164,000 | ||||||||
2017 | 167,000 | — | 167,000 | ||||||||
2018 | 85,000 | — | 85,000 | ||||||||
Total | $ | 1,919,000 | $ | 318,000 | $ | 2,237,000 |
July 31, 2013 | January 31, 2013 | |||||||
Senior term loan | $ | 4,063,000 | $ | 4,688,000 | ||||
Subordinated term loan | 9,000,000 | 9,000,000 | ||||||
Line of credit | — | — | ||||||
Total | 13,063,000 | 13,688,000 | ||||||
Less: Current portion | 1,250,000 | 1,250,000 | ||||||
Non-current portion of long-term debt | $ | 11,813,000 | $ | 12,438,000 |
Payments Due by Period | ||||||||
2013 | 2014 | |||||||
Senior term loan | $ | 625,000 | $ | 3,438,000 | ||||
Subordinated term loan | — | 9,000,000 | ||||||
Line of credit | — | — | ||||||
Total principal repayments | $ | 625,000 | $ | 12,438,000 |
Three Months Ended | ||||||||||||||
July 31, 2013 | July 31, 2012 | Change | % Change | |||||||||||
Systems sales | $ | 2,234 | $ | 76 | $ | 2,158 | > 100% | |||||||
Professional services | 1,039 | 941 | 98 | 10 | % | |||||||||
Maintenance and support | 3,620 | 2,297 | 1,323 | 58 | % | |||||||||
Software as a service | 1,880 | 1,735 | 145 | 8 | % | |||||||||
Total revenues | 8,773 | 5,049 | 3,724 | 74 | % | |||||||||
Cost of sales | 3,238 | 2,358 | 880 | 37 | % | |||||||||
Selling, general and administrative | 3,408 | 2,204 | 1,204 | 55 | % | |||||||||
Product research and development | 1,160 | 511 | 649 | > 100% | ||||||||||
Total operating expenses | 7,806 | 5,073 | 2,733 | 54 | % | |||||||||
Operating profit (loss) | 967 | (24 | ) | 991 | > 100% | |||||||||
Other income (expense), net | (1,651 | ) | (415 | ) | (1,236 | ) | > 100% | |||||||
Income tax expense | (144 | ) | (24 | ) | (120 | ) | > 100% | |||||||
Net earnings (loss) | $ | (828 | ) | $ | (463 | ) | $ | (365 | ) | 79 | % | |||
Adjusted EBITDA(1) | $ | 2,682 | $ | 1,482 | $ | 1,200 | 81 | % |
Six Months Ended | ||||||||||||||
July 31, 2013 | July 31, 2012 | Change | % Change | |||||||||||
Systems sales | $ | 2,558 | $ | 429 | $ | 2,129 | > 100% | |||||||
Professional services | 1,959 | 2,064 | (105 | ) | (5 | )% | ||||||||
Maintenance and support | 7,001 | 4,649 | 2,352 | 51 | % | |||||||||
Software as a service | 3,729 | 3,352 | 377 | 11 | % | |||||||||
Total revenues | 15,247 | 10,494 | 4,753 | 45 | % | |||||||||
Cost of sales | 6,414 | 5,005 | 1,409 | 28 | % | |||||||||
Selling, general and administrative | 6,989 | 3,874 | 3,115 | 80 | % | |||||||||
Product research and development | 2,257 | 967 | 1,290 | > 100% | ||||||||||
Total operating expenses | 15,660 | 9,846 | 5,814 | 59 | % | |||||||||
Operating profit (loss) | (414 | ) | 648 | (1,062 | ) | > 100% | ||||||||
Other income (expense), net | (2,960 | ) | (587 | ) | (2,373 | ) | > 100% | |||||||
Income tax expense | (164 | ) | (33 | ) | (131 | ) | > 100% | |||||||
Net earnings (loss) | $ | (3,538 | ) | $ | 28 | $ | (3,566 | ) | > 100% | |||||
Adjusted EBITDA(1) | $ | 3,368 | $ | 3,221 | $ | 147 | 5 | % |
(1) | Non-GAAP measure meaning earnings before interest, tax, depreciation, amortization, stock-based compensation expense, transactional and one-time costs. See “Use of Non-GAAP Financial Measures” below for additional information and reconciliation. |
Three Months Ended | ||||||||||||||
July 31, 2013 | July 31, 2012 | Change | % Change | |||||||||||
System Sales (1): | ||||||||||||||
Proprietary software | $ | 1,894 | $ | 14 | $ | 1,880 | > 100% | |||||||
Term licenses | 287 | — | 287 | 100 | % | |||||||||
Hardware & third party software | 53 | 62 | (9 | ) | (15 | )% | ||||||||
Total System Sales Revenues | $ | 2,234 | $ | 76 | $ | 2,158 | > 100% |
Six Months Ended | ||||||||||||||
July 31, 2013 | July 31, 2012 | Change | % Change | |||||||||||
System Sales (1): | ||||||||||||||
Proprietary software | $ | 1,973 | $ | 134 | $ | 1,839 | > 100% | |||||||
Term licenses | 512 | — | 512 | 100 | % | |||||||||
Hardware & third party software | 73 | 295 | (222 | ) | (75 | )% | ||||||||
Total System Sales Revenues | $ | 2,558 | $ | 429 | $ | 2,129 | > 100% |
(1) | Proprietary software, hardware, and term licenses are the components of the system sales line item. Term licenses are comprised of Meta software only. |
Three Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
Cost of systems sales | $ | 661 | $ | 532 | $ | 129 | 24 | % | ||||||
Cost of professional services | 1,267 | 503 | 764 | > 100% | ||||||||||
Cost of maintenance and support | 795 | 706 | 89 | 13 | % | |||||||||
Cost of software as a service | 515 | 617 | (102 | ) | (17 | )% | ||||||||
Total cost of sales | $ | 3,238 | $ | 2,358 | $ | 880 | 37 | % |
Six Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
Cost of systems sales | $ | 1,300 | $ | 1,219 | $ | 81 | 7 | % | ||||||
Cost of professional services | 2,241 | 1,056 | 1,185 | > 100% | ||||||||||
Cost of maintenance and support | 1,780 | 1,431 | 349 | 24 | % | |||||||||
Cost of software as a service | 1,093 | 1,299 | (206 | ) | (16 | )% | ||||||||
Total cost of sales | $ | 6,414 | $ | 5,005 | $ | 1,409 | 28 | % |
Three Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
General and administrative expenses | $ | 2,633 | $ | 1,658 | $ | 975 | 59 | % | ||||||
Sales and marketing expenses | 775 | 546 | 229 | 42 | % | |||||||||
Total selling, general, and administrative | $ | 3,408 | $ | 2,204 | $ | 1,204 | 55 | % |
Six Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
General and administrative expenses | $ | 5,476 | $ | 2,852 | $ | 2,624 | 92 | % | ||||||
Sales and marketing expenses | 1,513 | 1,022 | 491 | 48 | % | |||||||||
Total selling, general, and administrative | $ | 6,989 | $ | 3,874 | $ | 3,115 | 80 | % |
Three Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
Research and development expense | $ | 1,160 | $ | 511 | $ | 649 | 127 | % | ||||||
Plus: Capitalized research and development cost | 338 | 463 | (125 | ) | (27 | )% | ||||||||
Total R&D cost | $ | 1,498 | $ | 974 | $ | 524 | 54 | % |
Six Months Ended | ||||||||||||||
(in thousands): | July 31, 2013 | July 31, 2012 | Change | % Change | ||||||||||
Research and development expense | $ | 2,257 | $ | 967 | $ | 1,290 | 133 | % | ||||||
Plus: Capitalized research and development cost | 798 | 970 | (172 | ) | (18 | )% | ||||||||
Total R&D cost | $ | 3,055 | $ | 1,937 | $ | 1,118 | 58 | % |
July 31, 2013 | July 31, 2012 | ||||||
Company proprietary software | $ | 2,873,000 | $ | 120,000 | |||
Hardware and third-party software | 25,000 | 119,000 | |||||
Professional services | 7,765,000 | 4,678,000 | |||||
Maintenance and support | 24,094,000 | 17,332,000 | |||||
Software as a service | 17,123,000 | 9,937,000 | |||||
Total | $ | 51,880,000 | $ | 32,186,000 |
• | EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; |
• | EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
• | EBITDA does not reflect the interest expense, or the cash requirements to service interest or principal payments under our credit agreement; |
• | EBITDA does not reflect income tax payments we are required to make; and |
• | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements. |
Three Months Ended | Six Months Ended | ||||||||||||||
Adjusted EBITDA Reconciliation | July 31, 2013 | July 31, 2012 | July 31, 2013 | July 31, 2012 | |||||||||||
Net earnings (loss) | $ | (828 | ) | $ | (463 | ) | $ | (3,538 | ) | $ | 28 | ||||
Interest expense | 588 | 391 | 1,154 | 599 | |||||||||||
Income tax expense | 144 | 24 | 164 | 33 | |||||||||||
Depreciation | 167 | 183 | 338 | 363 | |||||||||||
Amortization of capitalized software development costs | 701 | 580 | 1,396 | 1,223 | |||||||||||
Amortization of intangible assets | 315 | 22 | 629 | 25 | |||||||||||
Amortization of other costs | 17 | — | 28 | — | |||||||||||
EBITDA | 1,104 | 737 | 171 | 2,271 | |||||||||||
Stock-based compensation expense | 358 | 221 | 826 | 400 | |||||||||||
Associate severances and other costs relating to transactions or corporate restructuring | — | — | 383 | — | |||||||||||
Non-cash valuation adjustments to assets and liabilities | 1,025 | — | 1,670 | — | |||||||||||
Transaction related professional fees, advisory fees, and other internal direct costs | 152 | 524 | 226 | 550 | |||||||||||
Other non-recurring operating expenses | 43 | — | 92 | — | |||||||||||
Adjusted EBITDA | $ | 2,682 | $ | 1,482 | $ | 3,368 | $ | 3,221 | |||||||
Adjusted EBITDA margin(1) | 31 | % | 29 | % | 22 | % | 16 | % | |||||||
Earnings (loss) per share — diluted | $ | (0.07 | ) | $ | (0.04 | ) | $ | (0.31 | ) | $ | 0.00 | ||||
Adjusted EBITDA per adjusted diluted share (2) | $ | 0.15 | $ | 0.13 | $ | 0.19 | $ | 0.29 | |||||||
Diluted weighted average shares | 12,861,715 | 11,316,083 | 12,698,094 | 10,936,752 | |||||||||||
Includable incremental shares — adjusted EBITDA(3) | 5,122,243 | 321,857 | 5,167,025 | — | |||||||||||
Adjusted diluted shares | 17,983,958 | 11,637,940 | 17,865,119 | 10,936,752 |
(1) | Adjusted EBITDA as a percentage of GAAP revenues |
(2) | Adjusted EBITDA per adjusted diluted share for the Company's common stock is computed using the more dilutive of the two-class method or the if-converted method |
(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 |
(in thousands) | As of July 31, | As of January 31, | |||||
2013 | 2013 | ||||||
Term loans | $ | 13,063 | $ | 13,688 | |||
Contingent consideration for earn-out (1) | 1,359 | 1,320 | |||||
Capital leases (2) | — | — |
(1) | Estimated for financial disclosure purposes only. Please reference “Note F – Debt” in the Notes to the Condensed Consolidated Financial Statements for additional information. |
(2) | We entered into a capital lease for computer equipment that will commence in the third quarter of fiscal 2013. The lease is for a 24-month period and we will be obligated to pay approximately $298,000 over that period. |
(in thousands) | Six Month Ended | ||||||
July 31, 2013 | July 31, 2012 | ||||||
Net earnings (loss) | $ | (3,538 | ) | $ | 28 | ||
Non-cash adjustments to net earnings (loss) | 5,217 | 2,050 | |||||
Cash impact of changes in assets and liabilities | (3,046 | ) | 1,090 | ||||
Operating cash flow | $ | (1,367 | ) | $ | 3,168 |
(in thousands) | Six Months Ended | ||||||
July 31, 2013 | July 31, 2012 | ||||||
Purchases of property and equipment | $ | (94 | ) | $ | (449 | ) | |
Capitalized software development costs | (798 | ) | (970 | ) | |||
Investing cash flow | $ | (892 | ) | $ | (1,419 | ) |
(in thousands) | Six Months Ended | ||||||
July 31, 2013 | July 31, 2012 | ||||||
Principal repayments on term loans | $ | (625 | ) | $ | — | ||
Other | 739 | 79 | |||||
Financing cash flow | $ | 114 | $ | 79 |
Item 1. | LEGAL PROCEEDINGS |
Item 6. | EXHIBITS |
STREAMLINE HEALTH SOLUTIONS, INC. | ||
DATE: September 13, 2013 | By: | /S/ Robert E. Watson |
Robert E. Watson Chief Executive Officer | ||
DATE: September 13, 2013 | By: | /S/ Nicholas A. Meeks |
Nicholas A. Meeks Chief Financial Officer |
Exhibit No. | Description of Exhibit |
3.1(a) | Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a/ LanVision Systems, Inc. (Incorporated herein by reference to Exhibit 3.1 of the Registration Statement on Form S-1, File Number 333-01494, as filed with the Commission on April 15, 1996.) |
3.1(b) | Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc., Amendment No. 1. (Incorporated herein by reference to Exhibit 3.1(b) of the Quarterly Report on Form 10-Q, as filed with the Commission on September 8, 2006.) |
3.1(c) | Streamline Health Solutions, Inc. Certificate of Designation of Preferences, Rights and Limitations of Series A 0% Convertible Preferred Stock (Incorporated herein by reference to Exhibit 10.8 of the Current Report on Form 8-K, as filed with the Commission on August 21, 2012.) |
3.2 | Bylaws of Streamline Health Solutions, Inc., as amended and restated on July 22, 2010 (Incorporated herein by reference to Exhibit 3.2 of the Quarterly Report on Form 10-Q, as filed with the Commission on September 9, 2010.) |
10.1# | Separation Agreement dated May 22, 2013 between Streamline Health Solutions, Inc. and Stephen H. Murdock (Incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed with the Commission on May 20, 2013.) |
10.2# | Employment Agreement effective May 22, 2013 between Streamline Health Solutions, Inc. and Nicholas A. Meeks (Incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, as filed with the Commission on May 20, 2013.) |
10.3*# | Employment Agreement as of February 3, 2012 between Streamline Health Solutions, Inc. and Michael A. Schiller |
10.4*# | Amendment to Employment Agreement dated July 22, 2013 between Streamline Health Solutions, Inc. and Michael A. Schiller |
10.5*# | Amendment to Employment Agreement dated July 22, 2013 between Streamline Health Solutions, Inc. and Matt S. Seefeld |
31.1* | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* | Certification by Chief Executive Officer pursuant to 18 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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101 | The following financial information from Streamline Health Solutions, Inc.'s Quarterly Report on Form 10-Q for the three month period ended July 31, 2013 filed with the SEC on September 13, 2013, formatted in XBRL includes: (i) Condensed Consolidated Balance Sheets at July 31, 2013 and January 31, 2013, (ii) Condensed Consolidated Statements of Operations for three and six month periods ended July 31, 2013 and 2012, (iii) Condensed Consolidated Statements of Cash Flows for the six month periods ended July 31, 2013 and 2012, and (iv) Notes to the Condensed Consolidated Financial Statements. |
* | Included herein |
# | Management Contracts and Compensatory Arrangements. |
STREAMLINE HEALTH SOLUTIONS, INC. | EXECUTIVE | |
By: /s/ Robert E. Watson | /s/ Michael Schiller | |
Robert E. Watson | Michael A. Schiller | |
President and Chief Executive Officer | ||
STREAMLINE HEALTH, INC | ||
By: /s/ Robert E. Watson | ||
Robert E. Watson | ||
President and Chief Executive Officer |
1. | Start Date. Executive’s start date will be February 20, 2012. |
2. | Base Salary and Bonus. Base Salary will be paid at an annualized rate of $150,000, which will be subject to periodic review and adjustment by the Compensation Committee of the Board of Directors of the Parent. In addition, Executive will be eligible for a bonus of up to 20% of base salary contingent upon meeting defined corporate and personal goals the details of which will be agreed by the Company and Executive prior to March 20, 2012, but will be consistent with those of other senior level executives. |
3. | Commissions. Executive will participate, as a “Sales Executive”, in the Company’s Sales Incentive Compensation Plan (Effective as of March 1, 2012), terms of which, as they impact Executive, will be agreed by the Company and Executive prior to Executive’s start date; provided that, “at plan”, target commissions payable to Executive will approximate $220,000 on an annualized basis. |
4. | Benefits; PTO. Executive will participate in the Parent’s benefit plans on the same terms and conditions as provided for other associates of the Company, and subject to all terms and conditions of such plans, and will accrue paid time off at the rate of ten days per annum. |
6. | Initial Stock Option Grant. Executive will receive an inducement grant of incentive stock options for 200,000 shares of common stock of the Parent, as of Executive’s start date, with an option exercise price equal to the greater of $2.00 per share or the closing price on the first day of employment of Executive (as reported by NASDAQ CM), and subject to vesting in 36 substantially equal monthly installments during the first three years of employment, all subject to the Parent’s 2005 Incentive Compensation Plan. |
7. | Additional Stock Option Grants. |
(a) | Upon execution of a new client agreement during FY 2012, Executive will be awarded an option grant for an additional 50,000 shares of common stock, with an option exercise price equal to the closing price on the date of execution. For purposes of this clause (a), the term “new client agreement” will be deemed to mean an agreement between the Company and a customer generated from Executive’s personal contact list of providers, vendors, consulting firms and the like, including contacts of (or referrals from) such contacts, but excluding any contact the identity of whom Executive is bound to keep confidential under the terms of any employment agreement or arrangement with any prior employer. |
(b) | Should Executive during FY 2012 exceed his quota target by more than 125%, Executive will be awarded an option grant for an additional 50,000 shares of the common stock, with an option exercise price equal to the closing price as of the date such qualifying sales are booked as per plan. |
(c) | Vesting of the options referred to in clauses (a) and (b) above will be in three annual installments, on the first, second and third anniversaries of the date of grant, all subject to the Parent’s 2005 Incentive Compensation Plan. |
Sincerely, | |
/s/ Robert E. Watson | |
Robert E. Watson | |
President and Chief Executive Officer |
Accepted and Agreed to: | |
/s/ Michael Schiller | |
Michael A. Schiller |
2. | Commissions. Executive will participate, as a “Sales Executive”, in the Company’s Sales Incentive Compensation Plan (Effective as of February 1, 2013), a copy of which has been provided to Executive. As such, Executive will for the period July 1, 2013, through January 31, 2014, be entitled to earn commission at the rate of 1.5% (or 2.7% in instances where Executive is the sales lead) of net (of any Channel Partner share) commissionable Bookings on any and all client agreements entered into during such period with respect to PFS services, and such rate will increase to 2.25% (or 4.05%) if and when Executive’s team’s Quota Targets of $8 million and $1 million of Net Bookings and Recognizable Revenue, respectively (net of any Channel Partner share), for the period have been achieved. For purposes of this paragraph, the term “sales lead” refers to the individual who functions as the principal liaison between the Company and the client in regard to the relevant agreement and, in any event, who first demonstrates the services to the client and negotiates the final form of agreement with the client. |
1. | Currently consisting of yourself and Omar Nagji. |
2. | Currently consisting of the OpportunityAnyWare, ARWare, and DenialWare solutions and which, for purposes of this letter agreement, will also be deemed to include Virtual Business Consulting support services. |
Sincerely, | ||
/s/ Robert E. Watson | ||
Robert E. Watson | ||
President and Chief Executive Officer | ||
Accepted and Agreed to: | ||
/s/ Matthew Seefeld | ||
Matthew S. Seefeld |
September 13, 2013 | /s/ Robert E. Watson |
Chief Executive Officer and President |
September 13, 2013 | /s/ Nicholas A. Meeks |
Chief Financial Officer |
(1) | The quarterly report on Form 10-Q of the Company for the quarter ended July 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company. |
(1) | The quarterly report on Form 10-Q of the Company for the quarter ended July 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company. |
Debt (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of term loan and line of credit | Outstanding principal balances on long-term debt consisted of the following at:
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Schedule of future principal repayments of long-term debt | Future principal repayments of long-term debt consisted of the following at July 31, 2013:
|
Condensed Consolidated Statements of Operations (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2013
|
Jul. 31, 2012
|
Jul. 31, 2013
|
Jul. 31, 2012
|
|
Revenues: | ||||
Systems sales | $ 2,233,668 | $ 75,670 | $ 2,558,314 | $ 429,200 |
Professional services | 1,039,240 | 941,419 | 1,958,591 | 2,063,858 |
Maintenance and support | 3,620,446 | 2,297,246 | 7,001,046 | 4,648,821 |
Software as a service | 1,880,007 | 1,734,719 | 3,728,748 | 3,352,308 |
Total revenues | 8,773,361 | 5,049,054 | 15,246,699 | 10,494,187 |
Operating expenses: | ||||
Cost of systems sales | 661,124 | 532,332 | 1,299,722 | 1,218,859 |
Cost of professional services | 1,266,744 | 503,474 | 2,241,206 | 1,055,956 |
Cost of maintenance and support | 795,476 | 705,713 | 1,780,065 | 1,430,995 |
Cost of software as a service | 514,075 | 616,781 | 1,093,154 | 1,299,087 |
Selling, general and administrative | 3,408,153 | 2,204,205 | 6,989,020 | 3,873,965 |
Research and development | 1,160,147 | 510,842 | 2,257,157 | 967,205 |
Total operating expenses | 7,805,719 | 5,073,347 | 15,660,324 | 9,846,067 |
Operating income (loss) | 967,642 | (24,293) | (413,625) | 648,120 |
Other income (expense): | ||||
Interest expense | (587,808) | (391,188) | (1,154,373) | (599,018) |
Miscellaneous income (expenses) | (1,064,163) | (23,788) | (1,806,428) | 12,257 |
Earnings (loss) before income taxes | (684,329) | (439,269) | (3,374,426) | 61,359 |
Income tax expense | (143,874) | (24,000) | (163,624) | (33,000) |
Net earnings (loss) | (828,203) | (463,269) | (3,538,050) | 28,359 |
Less: deemed dividends on Series A Preferred Shares | (15,510) | 0 | (357,146) | 0 |
Net earnings (loss) attributable to common shareholders | $ (843,713) | $ (463,269) | $ (3,895,196) | $ 28,359 |
Basic net earnings (loss) per common share (in dollars per share) | $ (0.07) | $ (0.04) | $ (0.31) | $ 0.00 |
Number of shares used in basic per common share computation | 12,861,715 | 11,316,083 | 12,698,094 | 10,817,214 |
Diluted net earnings (loss) per common share (in dollars per share) | $ (0.07) | $ (0.04) | $ (0.31) | $ 0.00 |
Number of shares used in diluted per common share computation | 12,861,715 | 11,316,083 | 12,698,094 | 10,936,752 |
Leases
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES | LEASES The Company rents office and data center space and equipment under non-cancelable operating leases that expire at various times through fiscal year 2018. Future minimum lease payments under non-cancelable operating leases for the next five fiscal years are as follows:
Rent and leasing expense for facilities and equipment was approximately $317,000 and $250,000 for the three months ended July 31, 2013 and 2012, respectively, and $553,000 and $446,000 for the six months ended July 31, 2013 and 2012, respectively. |
Leases - Additional Information (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2013
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Jul. 31, 2012
|
Jul. 31, 2013
|
Jul. 31, 2012
|
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Leases [Abstract] | ||||
Rent expense | $ 317 | $ 250 | $ 553 | $ 446 |
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Jul. 31, 2012
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Jan. 31, 2013
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Jul. 31, 2013
Employee Severance
|
Jul. 31, 2012
Employee Severance
|
Jul. 31, 2013
Convertible Preferred Stock
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Jul. 31, 2013
Restricted Stock
|
Jan. 31, 2013
Restricted Stock
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Jul. 31, 2013
Stock Options
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Jul. 31, 2012
Stock Options
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Jul. 31, 2013
Stock Options
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Jul. 31, 2012
Stock Options
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Jul. 31, 2013
Warrant
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Jul. 31, 2012
Warrant
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Summary Of Significant Accounting Policies | ||||||||||||||||
Deferred professional costs | $ 308,000 | $ 308,000 | $ 201,000 | |||||||||||||
Accumulated amortization of professional expenses | 63,000 | 63,000 | 35,000 | |||||||||||||
Severance expenses | 2,000 | 0 | 385,000 | 70,000 | ||||||||||||
Accrued severances | 72,000 | 548,000 | ||||||||||||||
Share-based compensation expense | 359,000 | 222,000 | 825,531 | 399,961 | ||||||||||||
Reserves for uncertain tax positions and corresponding interest and penalties | $ 152,000 | $ 152,000 | $ 152,000 | |||||||||||||
Antidilutive securities | 3,999,995 | 29,698 | 137,327 | 2,549,178 | 2,310,218 | 2,549,178 | 2,310,218 | 1,400,000 | 0 |
Debt - Schedule of Future Principal Repayments of Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
|
---|---|
Debt Instrument | |
Payments Due by 2013 | $ 625 |
Payments Due by 2014 | 12,438 |
Senior Notes
|
|
Debt Instrument | |
Payments Due by 2013 | 625 |
Payments Due by 2014 | 3,438 |
Senior Subordinated Notes
|
|
Debt Instrument | |
Payments Due by 2013 | 0 |
Payments Due by 2014 | 9,000 |
Line of Credit
|
|
Debt Instrument | |
Payments Due by 2013 | 0 |
Payments Due by 2014 | $ 0 |
Debt - Summary of Term Loan and Line of Credit (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2013
|
Jan. 31, 2013
|
---|---|---|
Debt Instrument | ||
Total Debt | $ 13,063 | $ 13,688 |
Less: Current portion | 1,250 | 1,250 |
Non-current portion of long-term debt | 11,813 | 12,438 |
Senior Notes
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||
Debt Instrument | ||
Total Debt | 4,063 | 4,688 |
Senior Subordinated Notes
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||
Debt Instrument | ||
Total Debt | 9,000 | 9,000 |
Line of Credit
|
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Debt Instrument | ||
Total Debt | $ 0 | $ 0 |
Basis of Presentation
|
6 Months Ended |
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Jul. 31, 2013
|
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Streamline Health Solutions, Inc. (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 U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in our most recent annual report on Form 10-K, Commission File Number 0-28132. Operating results for the three and six months ended July 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2014. |
Acquisitions
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2013
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS | ACQUISITIONS On December 7, 2011, the Company completed the acquisition of substantially all of the assets of Interpoint Partners, LLC (“Interpoint”). This acquisition expanded the Company’s product offering into business intelligence and revenue cycle performance management. The purchase agreement also includes a contingent earn-out provision, which had an estimated value of approximately $1,359,000 and $1,320,000 at July 31, 2013 and January 31, 2013, respectively. The contingent earn-out is to be paid in cash or an additional convertible subordinated note based on the acquired Interpoint operations financial performance for the 12-month period beginning July 1, 2012 and ending June 30, 2013. The Company delivered its calculation of the earn-out amount due to Interpoint in July 2013. In August 2013, Interpoint requested additional information underlying the Company's calculation of the amount due and owing under the purchase agreement and Interpoint notified the Company that it disagreed with the Company's calculation of the earn-out consideration due. The Company has provided the additional information requested by Interpoint, and the parties are engaged in discussions with respect to the outstanding differences in the calculation of the amount due under the purchase agreement. The Company believes that its calculation of the amount due and owing is correct and no adjustment has been made to the $1,359,000 accrued on its condensed consolidated balance sheet at July 31, 2013. The Company is unable at this time to assess whether the ongoing discussions with Interpoint may lead to a change in the accrued amount in the future. On August 16, 2012, the Company acquired substantially all of the outstanding stock of Meta Health Technology, Inc., a New York corporation (“Meta”). The Company paid a total purchase price of approximately $14,790,000, consisting of cash payment of $13,288,000 and the issuance of 393,086 shares of the Company's common stock at an agreed upon price of $4.07 per share. The fair value of the common stock at the date of issuance was $3.82. The acquisition of Meta represents the Company's on-going growth strategy, and is reflective of the solutions development process, which is led by the needs and requirements of clients and the marketplace in general. The Meta suite of solutions, when bundled with the Company's existing solutions, will help current and prospective clients better prepare for compliance with the ICD-10 transition. The Company believes that the integration of business analytics solutions with the coding solutions acquired in this transaction will position the Company to address the complicated issues of clinical analytics as clients prepare for the proposed changes in commercial and governmental payment models. The purchase price is subject to certain adjustments related principally to the delivered working capital level, which will be settled in the third quarter of fiscal 2013, and/or indemnification provisions. Under the acquisition method of accounting, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows:
_______________
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Debt
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Jul. 31, 2013
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | DEBT Term Loan and Line of Credit On December 7, 2011, in conjunction with the Interpoint acquisition, the Company entered into a subordinated credit agreement with Fifth Third Bank in which the bank provided the Company with a $4,120,000 term loan, which was scheduled to mature on December 7, 2013, and a revolving line of credit, which was scheduled to mature on October 1, 2013. In conjunction with the Meta acquisition, on August 16, 2012, the Company amended the subordinated term loan and line of credit agreements with Fifth Third Bank, whereby Fifth Third Bank provided the Company with a $5,000,000 revolving line of credit, a $5,000,000 senior term loan and a $9,000,000 subordinated term loan, a portion of which was used to refinance the previously outstanding $4,120,000 subordinated term loan. Additionally, as part of the refinancing in August 2012, the Company mutually agreed to settle the success fee included in the previous subordinated term loan for $700,000. The difference between the $233,000 success fee accrued through the date of the amendment and the amount paid was recorded to deferred financing costs and is being amortized over the term of the amended loan. The Company paid a commitment fee in connection with the senior term loan of $75,000, which is included in deferred financing costs. The Company will be required to pay a success fee in accordance with the amended subordinated term loan, which is recorded in interest expense as accrued over the term of the loan. The success fee is due on the date the entire principal balance of the loan becomes due. The success fee is accrued in accordance with the terms of the loan in an amount necessary to provide the lender a 17% internal rate of return through the date the success fee becomes due. These new term loans and revolving line of credit mature on August 16, 2014. The loans are secured by substantially all of the Company's assets. The senior term loan principal balance is payable in monthly installments of approximately $104,000 which commenced in November 2012, and and will continue through the maturity date, with the full remaining unpaid principal balance due at maturity. The entire unpaid principal balance of the subordinated term loan is due at maturity. Borrowings under the senior term loan bear interest at a rate of LIBOR (0.20% at July 31, 2013) plus 5.50%, and borrowings under the subordinated term loan bear interest at 10% from August 16, 2012 and thereafter. Accrued and unpaid interest on the senior and subordinated term loans is due monthly through maturity. Borrowings under the revolving loan bear interest at a rate equal to LIBOR plus 3.00%. A commitment fee of 0.40% will be incurred on the unused revolving line of credit balance, and is payable quarterly. As of July 31, 2013, the Company had no outstanding borrowings under the line of credit, and had accrued approximately $3,000 in unused balance commitment fees. The proceeds of these loans were used to finance the cash portion of the acquisition purchase price and to cover any additional operating costs as a result of the Meta acquisition. The Company evaluated the subordinated term loan and revolving line of credit for modification accounting. The Company evaluated the debt restructuring to determine if it was either a modification or extinguishment. The Company concluded that the restructuring qualifed as a modification. As such, fees paid to or received from the creditor were capitalized and are being amortized to interest expense over the remaining term of the restructured debt using the effective interest method. The significant covenants as set forth in the term loans and line of credit are as follows: (i) maintain adjusted EBITDA as of the end of the fiscal quarter on a trailing four fiscal quarter basis beginning July 31, 2013 greater than: $5,000,000, (after consideration of certain acquisition and transaction costs), $6,000,000 on October 31, 2013, $6,500,000 on January 31, 2014 and $7,000,000 on April 30, 2014 and thereafter; (ii) maintain a fixed charge coverage ratio for the fiscal quarter ending January 31, 2013 and each April 30, July 31, October 31, and January 31 of not less than 1.50:1 calculated quarterly for the period from October 31, 2012 to the date of measurement for the quarters ending January 31, 2013, April 30, 2013 and July 31, 2013 and on a trailing four quarter basis thereafter; (iii) on a consolidated basis, maintain ratio of funded debt to adjusted EBITDA as of the end of any fiscal quarter less than 3:1, calculated quarterly on a trailing four fiscal quarter basis beginning October 31, 2012. The Company was in compliance with all loan covenants at July 31, 2013. Outstanding principal balances on long-term debt consisted of the following at:
Future principal repayments of long-term debt consisted of the following at July 31, 2013:
Contingent Earn-Out Provision As part of the asset purchase, Interpoint is entitled to receive additional consideration contingent upon certain financial performance measurements during a one year earn-out period commencing July 1, 2012 and ending on June 30, 2013. The earn-out consideration is calculated as twice the recurring revenue for the earn-out period recognized by the acquired Interpoint operations from specific contracts defined in the asset purchase agreement, plus one times Interpoint revenue derived from the Company's customers, less $3,500,000. The earn-out consideration, if any, was due no later than July 31, 2013 in cash or through the issuance of a note with terms identical to the terms of the Convertible Note (which was converted on June 15, 2012, please see "Note F - Debt" in the Notes to the Consolidated Financial Statements as part of the annual report on Form 10-K for the year ended January 31, 2013), except with respect to issue date, conversion date and prepayment date. The earn-out note restricts conversion or prepayment at any time prior to the one year anniversary of the issue date. The Company delivered its calculation of the earn-out amount due to Interpoint in July 2013 of $1,359,000. In August 2013, Interpoint requested additional information underlying the Company's calculation of the amount due and owing under the purchase agreement and Interpoint notified the Company that it disagreed with the Company's calculation of the earn-out consideration due. The Company has provided the additional information requested by Interpoint, and the parties are engaged in discussions with respect to the outstanding differences in the calculation of the amount due under the purchase agreement. The Company believes that its calculation of the amount due and owing is correct and no adjustment has been made to the $1,359,000 accrued on its condensed consolidated balance sheet at July 31, 2013. The Company is unable at this time to assess whether the ongoing discussions with Interpoint may lead to a change in the accrued amount in the future. As of July 31, 2013, the Company calculated the payment obligation in connection with the earn-out to be $1,359,000. As of January 31, 2013, the Company estimated the payment obligation to be $1,320,000. A change in value of the earn-out of $39,000 was recorded for the six months ended July 31, 2013. |
Derivative Liabilities
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6 Months Ended |
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Jul. 31, 2013
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Other Liabilities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | DERIVATIVE LIABILITIES In conjunction with the private placement investment, the Company issued common stock warrants exercisable for up to 1,200,000 shares of common stock at an exercise price of $3.99 per share. The warrants were initially classified in stockholders' equity as additional paid in capital at the allocated amount, net of allocated transaction costs, of approximately $1,425,000. Effective October 31, 2012, upon shareholder approval of anti-dilution provisions that reset the warrants' exercise price if a dilutive issuance occurs, the warrants were reclassified as non-current derivative liabilities. The fair value of the warrants was approximately $4,139,000 at October 31, 2012, with the difference between the fair value and carrying value recorded to additional paid in capital. Effective as of the reclassification as derivative liabilities, the warrants are re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period as a credit or charge to miscellaneous income (expense). The fair value of the warrants at July 31, 2013 was approximately $5,981,000, with the increase in fair value since January 31, 2013 of approximately $1,670,000 recognized as miscellaneous expense in the condensed consolidated statements of operations. The estimated fair value of the warrant liabilities as of July 31, 2013 was computed using a Black-Scholes option pricing model simulations based on the following assumptions: annual volatility of 65%; risk-free rate of 1.2%, dividend yield of 0.0% and expected life of approximately 4.55 years. The model also included assumptions to account for anti-dilutive provisions within the warrant agreement. During the three months ended April 30 2013, the Company recorded an immaterial correction of an error regarding the valuation of its common stock warrants originated during the third quarter of fiscal 2012 in conjunction with its private placement investment. The Company concluded there was a cumulative $19,000 overstatement of the loss before income taxes on its condensed consolidated statement of operations for the fiscal year ended January 31, 2013, as previously reported. The aforementioned cumulative $19,000 overstatement has been recorded in the condensed consolidated statement of operations for the three months ended April 30, 2013. The January 31, 2013 condensed consolidated balance sheet, as previously reported, reflects a $51,000 overstatement of deferred financing costs, a cumulative $150,000 understatement of deemed dividends on Series A Preferred Stock, a $7,000 overstatement of the Series A preferred stock, and a $602,000 overstatement of additional paid in capital. These aforementioned condensed consolidated balance sheet adjustments have been recorded on the April 30. 2013 and July 31, 2013 condensed consolidated balance sheets. The Company concluded that the impact of the corrections were not quantitatively and qualitatively material to the prior fiscal year and the respective quarters ended in 2012 and 2013. |
Income Taxes (Details) (USD $)
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3 Months Ended | 6 Months Ended | ||
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Jul. 31, 2013
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Jul. 31, 2012
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Jul. 31, 2013
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Jul. 31, 2012
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Income tax expense | $ 143,874 | $ 24,000 | $ 163,624 | $ 33,000 |
Federal tax provisions | 110,000 | 15,000 | ||
State and local tax provisions | 54,000 | 18,000 | ||
Interpoint Partners LLC | Restatement Adjustment | Business Combination Deferred Tax Adjustment
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Income tax expense | $ 100,000 |