Subsequent Events	9 Months Ended
Oct. 31, 2019
Subsequent Events
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS We have evaluated subsequent events occurring after October 31, 2019 and based on our evaluation we did not identify any events that would have required recognition or disclosure in these condensed consolidated financial statements, except for the following. Loan and Security Agreement with Bridge Bank. On December 11, 2019, the Company entered into a new Loan and Security Agreement (the “Loan and Security Agreement”) with Bridge Bank, a division of Western Alliance Bank, consisting of a $4,000,000 Term Loan and a $2,000,000 Revolving Credit Facility. The proceeds from the term loan were used to repay all outstanding balances under its existing term loan with Wells Fargo Bank. Amounts outstanding under the new Term Loan shall bear interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.50% or (b) 6.50%. Under the terms of the Loan and Security Agreement the Company shall make interest-only payments through the twelve-month anniversary date after which the Company shall repay the new Term Loan in thirty-six equal and consecutive installments of principal, plus monthly payments of accrued interest. The new Revolving Credit Facility has a maturity date of twenty-four months and advances shall bear interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.25% or (b) 6.25%. The Revolving Credit Facility can be advanced based upon 80% of eligible accounts receivable, as defined in the Loan and Security Agreement. Upon closing and funding of the sale of the ECM Business (see below), the Company is required to repay the Term Loan, however, the Company will continue to have access to the Revolving Credit Facility. The Company has classified the prior term loan from Wells Fargo, as current as of October 31, 2019, because of its intent and ability to pay the replacement Term Loan, in full, on or before, a twelve month period extending from the October 31, 2019 balance sheet date. The Loan and Security Agreement, as amended, includes financial covenants, including requirements that the Company maintain a minimum asset coverage ratio and certain other financial covenants, including requirements that the Company shall not deviate by more than fifteen percent its revenue projections over a trailing three-month basis or the Company’s recurring revenue shall not deviate by more than twenty percent over a cumulative year-to-date basis of its revenue projections. In addition, beginning on December 31, 2019, the Company’s Bank EBITDA, measured on a monthly basis over a trailing three-month period then ended, shall not deviate by the greater of thirty percent its projected Bank EBITDA or $150,000. The agreement also requires the Company to maintain a minimum Asset Coverage Ratio. The Asset Coverage Ratio is determined based on the ratio of unrestricted cash plus certain accounts that arise in the ordinary course the Company’s business divided by all outstanding obligations to the bank. Pursuant to the terms of the new Loan and Security Agreement, the Company is required to maintain a minimum Asset Coverage Ratio of at least 0.75 to 1.00 from December 31, 2019 through November 30, 2020 and a minimum Asset Coverage Ratio of at least 1.50 to 1.00 each month thereafter. The foregoing discussion regarding the Loan and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan and Security Agreement itself, which has been filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q. Wells Fargo Credit Agreement. In connection with entering into the Loan and Security Agreement discussed above, the Company terminated the Credit Agreement, dated November 21, 2014, by and among Wells Fargo Bank, National Association, a banking association, as administrative agent for the Lenders (as defined thereunder), the Lenders, the Company, and Streamline Health, Inc., an Ohio corporation and wholly-owned subsidiary of the Company, as amended from time to time, effective December 11, 2019, and repaid all outstanding amounts due thereunder. Sale of ECM Business. On December 17, 2019, the Company entered into a definitive asset purchase agreement with Hyland Software, Inc. (the “Purchase Agreement”) who is acquiring the assets of and certain identified liabilities of the Company’s ECM Business. The purchase price for the transaction is $16 million, subject to certain adjustments for customer prepayments as set forth in the Purchase Agreement. The Purchase Agreement and related transactions remain subject to approval of the stockholders of the Company, and is the transaction anticipated to close no later than March 31, 2020. The foregoing discussion regarding the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement itself, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, which was filed with the SEC on December 18, 2019.

NOTE 9 — SUBSEQUENT EVENTS

We have evaluated subsequent events occurring after October 31, 2019 and based on our evaluation we did not identify any events that would have required recognition or disclosure in these condensed consolidated financial statements, except for the following.

Loan and Security Agreement with Bridge Bank. On December 11, 2019, the Company entered into a new Loan and Security Agreement (the “Loan and Security Agreement”) with Bridge Bank, a division of Western Alliance Bank, consisting of a $4,000,000 Term Loan and a $2,000,000 Revolving Credit Facility. The proceeds from the term loan were used to repay all outstanding balances under its existing term loan with Wells Fargo Bank. Amounts outstanding under the new Term Loan shall bear interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.50% or (b) 6.50%. Under the terms of the Loan and Security Agreement the Company shall make interest-only payments through the twelve-month anniversary date after which the Company shall repay the new Term Loan in thirty-six equal and consecutive installments of principal, plus monthly payments of accrued interest.

The new Revolving Credit Facility has a maturity date of twenty-four months and advances shall bear interest at a per annum rate equal to the higher of (a) the Prime Rate (as published in The Wall Street Journal) plus 1.25% or (b) 6.25%. The Revolving Credit Facility can be advanced based upon 80% of eligible accounts receivable, as defined in the Loan and Security Agreement.

Upon closing and funding of the sale of the ECM Business (see below), the Company is required to repay the Term Loan, however, the Company will continue to have access to the Revolving Credit Facility. The Company has classified the prior term loan from Wells Fargo, as current as of October 31, 2019, because of its intent and ability to pay the replacement Term Loan, in full, on or before, a twelve month period extending from the October 31, 2019 balance sheet date.

The Loan and Security Agreement, as amended, includes financial covenants, including requirements that the Company maintain a minimum asset coverage ratio and certain other financial covenants, including requirements that the Company shall not deviate by more than fifteen percent its revenue projections over a trailing three-month basis or the Company’s recurring revenue shall not deviate by more than twenty percent over a cumulative year-to-date basis of its revenue projections. In addition, beginning on December 31, 2019, the Company’s Bank EBITDA, measured on a monthly basis over a trailing three-month period then ended, shall not deviate by the greater of thirty percent its projected Bank EBITDA or $150,000. The agreement also requires the Company to maintain a minimum Asset Coverage Ratio. The Asset Coverage Ratio is determined based on the ratio of unrestricted cash plus certain accounts that arise in the ordinary course the Company’s business divided by all outstanding obligations to the bank. Pursuant to the terms of the new Loan and Security Agreement, the Company is required to maintain a minimum Asset Coverage Ratio of at least 0.75 to 1.00 from December 31, 2019 through November 30, 2020 and a minimum Asset Coverage Ratio of at least 1.50 to 1.00 each month thereafter.

The foregoing discussion regarding the Loan and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan and Security Agreement itself, which has been filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.

Wells Fargo Credit Agreement. In connection with entering into the Loan and Security Agreement discussed above, the Company terminated the Credit Agreement, dated November 21, 2014, by and among Wells Fargo Bank, National Association, a banking association, as administrative agent for the Lenders (as defined thereunder), the Lenders, the Company, and Streamline Health, Inc., an Ohio corporation and wholly-owned subsidiary of the Company, as amended from time to time, effective December 11, 2019, and repaid all outstanding amounts due thereunder.

Sale of ECM Business. On December 17, 2019, the Company entered into a definitive asset purchase agreement with Hyland Software, Inc. (the “Purchase Agreement”) who is acquiring the assets of and certain identified liabilities of the Company’s ECM Business. The purchase price for the transaction is $16 million, subject to certain adjustments for customer prepayments as set forth in the Purchase Agreement.

The Purchase Agreement and related transactions remain subject to approval of the stockholders of the Company, and is the transaction anticipated to close no later than March 31, 2020.

The foregoing discussion regarding the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement itself, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, which was filed with the SEC on December 18, 2019.