Filed 13 Jun 19

Document and Entity Information

Document and Entity Information - shares3 Months Ended
Apr. 30, 2019May 31, 2019
Document and Entity Information [Abstract]
Entity Registrant NameSTREAMLINE HEALTH SOLUTIONS INC.
Entity Central Index Key0001008586
Document Type10-Q
Document Period End DateApr. 30,
2019
Amendment Flagfalse
Document Fiscal Year Focus2019
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Current Reporting StatusYes
Current Fiscal Year End Date--01-31
Entity Filer CategoryNon-accelerated Filer
Entity Common Stock, Shares Outstanding21,069,384

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)Apr. 30, 2019Jan. 31, 2019
Current assets:
Cash and cash equivalents $ 2,009,000 $ 2,376,000
Accounts receivable, net of allowance for doubtful accounts of $43,000 and $345,000, respectively2,892,000 2,933,000
Contract receivables1,309,000 1,263,000
Prepaid and other current assets1,425,000 1,346,000
Total current assets7,635,000 7,918,000
Non-current assets:
Property and equipment, net of accumulated amortization of $1,552,000 and $1,516,000, respectively240,000 237,000
Contract receivables, less current portion330,000 407,000
Capitalized software development costs, net of accumulated amortization of $19,895,000 and $19,689,000, respectively6,462,000 5,698,000
Intangible assets, net of accumulated amortization of $4,000,000 and $3,858,000, respectively1,527,000 1,669,000
Goodwill15,537,000 15,537,000
Other252,000 274,000
Total non-current assets24,348,000 23,822,000
Total assets31,983,000 31,740,000
Current liabilities:
Accounts payable1,241,000 1,280,000
Accrued expenses990,000 1,814,000
Current portion of term loan597,000 597,000
Deferred revenues9,164,000 8,338,000
Other94,000 94,000
Total current liabilities12,086,000 12,123,000
Non-current liabilities:
Term loan, net of current portion and deferred financing cost of $69,000 and $82,000, respectively3,215,000 3,351,000
Royalty liability920,000 905,000
Deferred revenues, less current portion258,000 432,000
Other34,000 41,000
Total non-current liabilities4,427,000 4,729,000
Total liabilities16,513,000 16,852,000
Series A 0% Convertible Redeemable Preferred Stock, $.01 par value per share, $8,686,000 redemption value, 4,000,000 shares authorized, 2,895,464 shares issued and outstanding8,686,000 8,686,000
Stockholders' equity:
Common stock, $.01 par value per share, 45,000,000 shares authorized; 20,902,341 and 20,767,708 shares issued and outstanding, respectively209,000 208,000
Additional paid in capital82,812,000 82,544,000
Accumulated deficit(76,237,000)(76,550,000)
Total stockholders' equity6,784,000 6,202,000
Total liability and stockholders' equity $ 31,983,000 $ 31,740,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)3 Months Ended12 Months Ended
Apr. 30, 2019Jan. 31, 2019
Allowance for doubtful accounts $ 43,000 $ 345,000
Accumulated amortization, property and equipment1,552,000 1,516,000
Accumulated amortization, capitalized software development costs19,895,000 19,689,000
Accumulated amortization, intangible assets4,000,000 3,858,000
Accumulated amortization, deferred financing costs $ 69,000 $ 82,000
Convertible redeemable preferred stock, shares outstanding (in shares)2,895,464 2,895,464
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Number of authorized shares of common stock (in shares)45,000,000 45,000,000
Common stock, shares issued (in shares)20,902,341 20,767,708
Common stock, shares outstanding (in shares)20,902,341 20,767,708
Series A Preferred Stock
Preferred stock dividend rate0.00%0.00%
Convertible redeemable preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Convertible redeemable preferred stock, redemption value $ 8,686,000 $ 8,686,000
Convertible redeemable preferred stock, shares authorized (in shares)4,000,000 4,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Revenues:
Professional services $ 581,000 $ 238,000
Audit services395,000 360,000
Software as a service1,199,000 1,224,000
Total Revenues5,357,000 6,263,000
Operating expenses:
Cost of professional services542,000 706,000
Cost of audit services303,000 394,000
Cost of software as a service280,000 316,000
Selling, general and administrative expense2,484,000 3,250,000
Research and development792,000 1,062,000
Total operating expenses4,923,000 6,626,000
Operating income (loss)434,000 (363,000)
Other expense:
Interest expense(78,000)(116,000)
Miscellaneous expense(41,000)(88,000)
Income (loss) before income taxes315,000 (567,000)
Income tax expense(2,000)(2,000)
Net income (loss) $ 313,000 $ (569,000)
Net income (loss) per common share - basic (in dollars per share) $ 0.01 $ (0.03)
Weighted average number of common shares - basic (in shares)19,793,361 19,299,309
Net income (loss) per common share - diluted - diluted (in dollars per share) $ 0.01 $ (0.03)
Weighted average number of common shares - diluted (in shares)22,825,037 19,299,309
System Sales
Revenues:
Revenues $ 231,000 $ 1,132,000
Operating expenses:
Cost of goods and services sold113,000 250,000
Maintenance and Support
Revenues:
Revenues2,951,000 3,309,000
Operating expenses:
Cost of goods and services sold $ 409,000 $ 648,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)Common StockAdditional paid in capitalAccumulated deficitTotal
Beginning balance at Jan. 31, 2018 $ 200,000 $ 81,777,000 $ (72,125,000) $ 9,852,000
Beginning balance (in shares) at Jan. 31, 201820,005,977
Statement of changes in stockholders' equity
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations(47,000)(47,000)
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations (in shares)(26,062)
Conversion of Series A Preferred Stock $ 1,000 163,000 164,000
Conversion of Series A Preferred Stock (in shares)54,531
Share-based compensation expense222,000 222,000
Net income (loss)(569,000)(569,000)
Ending balance at Apr. 30, 2018 $ 201,000 82,115,000 (71,254,000)11,062,000
Ending balance (in shares) at Apr. 30, 201820,034,446
Statement of changes in stockholders' equity
Cumulative effect of ASC 606 implementation1,440,000 1,440,000
Beginning balance at Jan. 31, 2019 $ 208,000 82,544,000 (76,550,000)6,202,000
Beginning balance (in shares) at Jan. 31, 201920,767,708
Statement of changes in stockholders' equity
Restricted stock issued $ 1,000 (1,000)
Restricted stock issued (in shares)140,000
Restricted stock forfeited (in shares)(5,367)
Share-based compensation expense269,000 269,000
Net income (loss)313,000 313,000
Ending balance at Apr. 30, 2019 $ 209,000 $ 82,812,000 $ (76,237,000) $ 6,784,000
Ending balance (in shares) at Apr. 30, 201920,902,341

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Cash flows from operating activities:
Net income (loss) $ 313,000 $ (569,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation35,000 171,000
Amortization of capitalized software development costs206,000 315,000
Amortization of intangible assets143,000 235,000
Amortization of other deferred costs66,000 120,000
Valuation adjustments15,000 51,000
Gain on disposal of fixed assets(1,000)
Share-based compensation expense269,000 222,000
Provision for accounts receivable(277,000)(8,000)
Changes in assets and liabilities:
Accounts and contract receivables349,000 (446,000)
Other assets(108,000)43,000
Accounts payable(39,000)923,000
Accrued expenses(831,000)622,000
Deferred revenues652,000 (1,641,000)
Net cash provided by operating activities793,000 37,000
Cash flows from investing activities:
Purchases of property and equipment(38,000)(3,000)
Proceeds from sales of property and equipment14,000
Capitalization of software development costs(970,000)(726,000)
Net cash used in investing activities(1,008,000)(715,000)
Cash flows from financing activities:
Principal payments on term loan(149,000)(149,000)
Payments related to settlement of employee shared-based awards0 (47,000)
Payment of deferred financing costs(3,000)
Net cash used in financing activities(152,000)(196,000)
Net decrease in cash and cash equivalents(367,000)(874,000)
Cash and cash equivalents at beginning of period2,376,000 4,620,000
Cash and cash equivalents at end of period $ 2,009,000 $ 3,746,000

Basis of Presentation

Basis of Presentation3 Months Ended
Apr. 30, 2019
Basis of Presentation
BASIS OF PRESENTATIONNOTE 1 — BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared by Streamline Health Solutions, Inc. (“we”, “us”, “our”, “Streamline”, 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 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. The condensed consolidated financial statements include the accounts of Streamline Health Solutions, Inc. and its wholly-owned subsidiary, Streamline Health, Inc. 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 consolidated 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 months ended April 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2020.
The Company determined that it has one operating segment and one reporting unit due to the single nature of our products, product development and distribution process, and customer base as a provider of computer software-based solutions and services for healthcare providers.
All amounts in the condensed consolidated financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated.

Summary of Significant Accounti

Summary of Significant Accounting Policies3 Months Ended
Apr. 30, 2019
Summary of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are presented in “Note 2 – Significant Accounting Policies” in the fiscal year 2018 Annual Report on Form 10‑K. Users of financial information for interim periods are encouraged to refer to the footnotes to the consolidated financial statements contained in the Annual Report on Form 10‑K when reviewing interim financial results.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of our long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. There were no transfers of assets or liabilities between Levels 1, 2, or 3 during the three months ended April 30, 2019 and 2018.
The table below provides information on our liabilities that are measured at fair value on a recurring basis:
Quoted Prices in
Significant Other
Significant
Total Fair
Active Markets
Observable Inputs
Unobservable Inputs
Value
(Level 1)
(Level 2)
(Level 3)
At April 30, 2019
Royalty liability (1)
$
920,000
$

$

$
920,000
At January 31, 2019
Royalty liability (1)
$
905,000
$

$

$
905,000
(1)
The fair value of the royalty liability was determined based on discounting the portion of the modified royalty commitment payable in cash (refer to Note 7 – Commitments and Contingencies for additional information on our royalty liability). Fair value adjustments are included within miscellaneous expense in the condensed consolidated statements of operations.
Revenue Recognition
We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a software as a service (“SaaS”) delivery model, through our direct sales force or through third-party resellers. Licensed, locally-installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help clients review their internal coding audit processes. Additional revenues are also derived from reselling third-party software and hardware components.
We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
We commence revenue recognition (Step 5 below) in accordance with that core principle after applying the following steps:
·
Step 1: Identify the contract(s) with a customer
·
Step 2: Identify the performance obligations in the contract
·
Step 3: Determine the transaction price
·
Step 4: Allocate the transaction price to the performance obligations in the contract
·
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
We follow the accounting revenue guidance under ASC 606 to determine whether contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.
If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Maintenance and support and SaaS agreements are generally non-cancelable or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
Significant judgment is required to determine the standalone selling price (“SSP”) for each performance obligation, the amount allocated to each performance obligation and whether it depicts the amount that the Company expects to receive in exchange for the related product and/or service. As the selling prices of the Company’s software licenses are highly variable, the Company estimates SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, and audit services based on observable standalone sales.
Contract Combination
The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the good or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.
Systems Sales
The Company’s software license arrangements provide the customer with the right to use functional intellectual property. Implementation, support, and other services are typically considered distinct performance obligations when sold with a software license unless these services are determined to significantly modify the software. Revenue is recognized at a point in time. Typically, this is upon shipment of components or electronic download of software.
Maintenance and Support Services
Our maintenance and support obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall maintenance and support obligations can be viewed as a single performance obligation since both the unspecified upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently. Maintenance and support agreements entitle clients to technology support, version upgrades, bug fixes and service packs. We recognize maintenance and support revenue ratably over the contract term.
Software-Based Solution Professional Services
The Company provides various professional services to customers with software licenses. These include project management, software implementation and software modification services. Revenues from arrangements to provide professional services are generally distinct from the other promises in the contract and are recognized as the related services are performed. Consideration payable under these arrangements is either fixed fee or on a time-and-materials basis.
Software as a Service
SaaS-based contracts include use of the Company’s platform, implementation, support and other services which represent a single promise to provide continuous access to its software solutions. The Company recognizes revenue ratably over the contract term.
We defer the direct costs, which includes salaries and benefits, for professional services related to SaaS contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of April 30, 2019, and January 31, 2019, we had deferred costs of $228,000 and $251,000, respectively, net of accumulated amortization of $448,000 and $399,000, respectively. Amortization expense of these costs was $50,000 and $102,000 for the three months ended April 30, 2019 and 2018, respectively.
Audit Services
Audit services are a separate performance obligation. We recognize revenue over time as the services are performed.
Disaggregation of Revenue
The following table provides information about disaggregated revenue by type and nature of revenue stream:
Three Months Ended April 30, 2019
Recurring Revenue
Non-recurring Revenue
Total
Systems sales
$

$
231,000
$
231,000
Professional services

581,000
581,000
Audit services

395,000
395,000
Maintenance and support
2,951,000

2,951,000
Software as a service
1,199,000

1,199,000
Total revenue:
$
4,150,000
$
1,207,000
$
5,357,000
Contract Receivables and Deferred Revenues
The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our contract receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Contract receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. In the three-month period ended April 30, 2019 we recognized $2,909,000 in revenue from deferred revenues outstanding as of January 31, 2019.
Transaction price allocated to the remaining performance obligations
Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Revenue allocated to remaining performance obligations was $25 million as of April 30, 2019, of which the Company expects to recognize approximately 66% over the next 12 months and the remainder thereafter.
Deferred commissions costs (contract acquisition costs)
Contract acquisition costs, which consists of sales commissions paid or payable, is considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over a period of benefit, which the Company has determined to be the customer life. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less.
Deferred commissions costs paid and payable are included on the condensed consolidated balance sheets within prepaid and other current assets and totaled $331,000 as of April 30, 2019. For the three-month period ended April 30, 2019, $18,000 in amortization expense associated with sales commissions was included in selling, general and administrative expenses on the condensed consolidated statements of operations. There were no impairment losses for these capitalized costs for the three months ended April 30, 2019 and April 30, 2018.
Equity Awards
We account for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite vesting period. We incurred total compensation expense related to stock-based awards of $269,000 and $222,000 for the three months ended April 30, 2019 and 2018, respectively.
The fair value of the stock options granted is estimated at the date of grant using a Black-Scholes option pricing model. The option pricing model inputs (such as expected term, expected volatility, and risk-free interest rate) impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as risk-free rate of interest) and historical (such as volatility factor, expected term, and forfeiture rates) data. Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards.
We periodically issue restricted stock awards in the form of our common stock. The fair value of these awards is based on the market closing price per share on the date of grant. We expense the compensation cost of these awards as the restriction period lapses, which is typically a one- to four-year service period to the Company.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. We establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company maintains a full valuation allowance against its deferred tax assets.
We provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. We believe we have appropriately accounted for any uncertain tax positions. The Company has recorded $283,000 and $275,000 in reserves for uncertain tax positions and corresponding interest and penalties as of April 30, 2019 and January 31, 2019, respectively.
The Company and its subsidiary are subject to U.S. federal income tax as well as income taxes in multiple state and local jurisdictions. The Company has concluded all U.S. federal tax matters for years through January 31, 2015. All material state and local income tax matters have been concluded for years through January 31, 2014. The Company is no longer subject to IRS examination for periods prior to the tax year ended January 31, 2016; however, carryforward losses that were generated prior to the tax year ended January 31, 2016 may still be adjusted by the IRS if they are used in a future period.
Net Earnings (Loss) Per Common Share
We present basic and diluted earnings per share (“EPS”) data for our common stock. Basic EPS is calculated by dividing the net earnings (loss) attributable to common stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated based on the profit or loss attributable to common stockholders and the weighted average number of shares of common stock outstanding, adjusted for the effects of all potential dilutive common stock issuances related to options, unvested restricted stock and convertible preferred stock. Potential common stock dilution related to outstanding stock options and unvested restricted stock is determined using the treasury stock method, while potential common stock dilution related to Series A Convertible Preferred Stock is determined using the “if converted” method.
Our Series A Convertible Preferred Stock are considered participating securities under ASC 260, Earnings Per Share , which means the security may participate in undistributed earnings with common stock. The holders of the Series A Convertible Preferred Stock would be entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends, other than dividends in the form of common stock. In accordance with ASC 260, the Company is required to use the two-class method when computing EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stockholders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. Diluted EPS for our common stock is computed using the more dilutive of the two-class method or the if-converted method. Our unvested restricted stock awards are considered non-participating securities because holders are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term.
In accordance with ASC 260, securities are deemed not to be participating in losses if there is no obligation to fund such losses. The Series A Convertible Preferred Stock does not participate in losses, and as a result, the Company does not allocate losses to these securities in periods of loss.
The following is the calculation of the basic and diluted net earnings (loss) per share of common stock:
Three Months Ended
Basic earnings (loss) per share:
April 30, 2019
April 30, 2018
Net income (loss)
$
313,000
$
(569,000)
Less: Allocation of earnings to participating securities
(40,000)

Income (loss) available to common shareholders - Basic
273,000
(569,000)
Weighted average shares outstanding - Basic (1)
19,793,361
19,299,309
Basic net earnings (loss) per share of common stock
$
0.01
$
(0.03)
Diluted earnings (loss) per share (2):
Income (loss) available to common shareholders - Basic
313,000
(569,000)
Weighted average shares outstanding - Basic
19,793,361
19,299,309
Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (3)
3,031,676

Weighted average shares outstanding - Diluted
22,825,037
19,299,309
Diluted net earnings (loss) per share of common stock
$
0.01
$
(0.03)
(1)
Excludes 1,104,766 unvested restricted shares of common stock as of April 30, 2019, which are considered non-participating securities.
(2)
Diluted EPS for our common stock was computed using the if-converted method, which yields the same result as the two-class method.
(3)
Diluted net earnings (loss) per share excludes the effect of shares that are anti-dilutive. For the three months ended April 30, 2019, diluted EPS excludes 1,583,824 outstanding stock options and 543,750 unvested restricted shares of common stock. For the three months ended April 30, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 2,178,822 outstanding stock options and 661,587 unvested restricted shares of common stock.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016‑02, Leases (“ASC 842”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The update became effective for us on February 1, 2019.
We adopted the new lease standards ASC 842 on February 1, 2019 using the effective date transition method. This method requires us to recognize an adoption impact as a cumulative-effect adjustment as of the adoption date. Prior period balances were not adjusted upon adoption this standard. We have elected the group of practical expedients under ASU 2016-02 to forego assessing upon adoption: (1) whether any expired contracts are or contain leases; (2) the lease classification for any existing or expired leases; and (3) any indirect costs that would have qualified for capitalization for any existing leases. The adoption of the new standard resulted in the recording of a right-of-use asset of $175,000 and an operating lease liability of $464,000 as of February 1, 2019. The standard did not materially impact our consolidated results of operations and had no impact on cash flows.
In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes Step 2 from the goodwill impairment test. The standard will be effective for us on February 1, 2020. Early adoption of this update is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , to remove, modify, and add certain disclosure requirements within Topic 820 in order to improve the effectiveness of fair value disclosures in the notes to financial statements. The standard will be effective for us on February 1, 2020. The Company is currently evaluating the impact of adoption of this new standard and does not believe that the adoption of this ASU will have a significant impact on its consolidated financial statements.

Leases

Leases3 Months Ended
Apr. 30, 2019
Leases
LEASESNOTE 3 — LEASES
We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate for the expected remaining lease term at commencement date for new leases, or as of February 1, 2019 for existing leases, in determining the present value of future lease payments. Operating lease expense is recognized on a straight-line basis over the lease term.
Our only operating lease relates to our New York office sublease, which expires in November 2019. In the second quarter of fiscal 2018, we closed our New York office and subleased the office space for the remaining period of the original lease term. As a result of vacating and subleasing the office, we recorded a $472,000 loss on exit of the operating lease in fiscal 2018. The associated lease liability reduced the right-of-use asset upon adoption of ASC 842. As of April 30, 2019, the total minimum rentals due to our lessor by us and to be received by us from our sublessee were $336,000 and $168,000, respectively.
As of April 30, 2019, operating lease right-of use assets totaling $122,000 are recorded in Prepaid and other current assets, and the associated lease liability of $329,000 is included in Accrued expenses within the condensed consolidated balance sheets. The Company used a discount rate of 8.0% to the determine the lease liability.
Total costs associated with leased assets are as follows:
Three Months Ended April 30, 2019
Operating lease cost
$
60,000
Sublease income
(72,000)
Total operating lease income
$
(12,000)
In the third quarter of fiscal 2018, we assigned our then current Atlanta office lease that would have expired in November 2022 and entered into a membership agreement to occupy shared office space in Atlanta. As a result of assigning the office lease, we recorded a $562,000 loss on exit of the operating lease in the third quarter of fiscal 2018. The membership agreement does not qualify as a lease under ASC 842 as the owner has substantive substitution rights, therefore the Company recognizes expenses as incurred. See Note 7 – Commitments and Contingencies for further details on our shared office arrangement.

Debt

Debt3 Months Ended
Apr. 30, 2019
Debt
DEBTNOTE 4 — DEBT
Term Loan and Line of Credit
On November 21, 2014, we entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and other lender parties thereto. Pursuant to the Credit Agreement, the lenders agreed to provide a $10,000,000 senior term loan and a $5,000,000 revolving line of credit to our primary operating subsidiary. Amounts outstanding under the Credit Agreement bear interest at either LIBOR or the base rate, as elected by the Company, plus an applicable margin. Subject to the Company’s leverage ratio, pursuant to the terms of the amendment to the Credit Agreement entered into as of April 15, 2015, the applicable LIBOR rate margin varies from 4.25% to 6.25%, and the applicable base rate margin varies from 3.25% to 5.25%. The term loan and line of credit provide support for working capital, capital expenditures and other general corporate purposes, including permitted acquisitions. The outstanding senior term loan is secured by substantially all of our assets. Pursuant to the terms of the fourth amendment to the Credit Agreement entered into as of November 20, 2018, the original term loan and line of credit maturity date of November 21, 2019 was extended to May 21, 2020. The senior term loan principal balance is payable in quarterly installments, which started in March 2015 and will continue through the maturity date, with the full remaining unpaid principal balance due at maturity. Financing costs associated with the credit facility are being amortized over its term on a straight-line basis, which is not materially different from the effective interest method.
The Credit Agreement includes customary financial covenants, including the requirements that the Company maintain minimum liquidity and achieve certain minimum EBITDA levels (as defined in the Credit Agreement). In addition, the Credit Agreement prohibits the Company from paying dividends on the common and preferred stock. Pursuant to the terms of the Credit Agreement, the Company is required to maintain minimum liquidity of at least (i) $5,000,000 through January 31, 2018, (ii) $4,000,000 from February 1, 2018 through November 19, 2018, (iii) $3,500,000 from November 20, 2018 through and including January 31, 2019, and (iv) $4,000,000 from February 1, 2019 through and including the maturity date of the credit facility.
The following table shows our minimum EBITDA covenant thresholds, as modified by the fourth amendment to the Credit Agreement:
Applicable period
Minimum
For the fiscal quarter ended October 31, 2018
$
(509,000)
For the 2-quarter period ended January 31, 2019
20,000
For the 3-quarter period ended April 30, 2019
204,000
For the 4-quarter period ending July 31, 2019
180,000
For the 4-quarter period ending October 31, 2019
508,000
For the 4-quarter period ending January 31, 2020
408,000
For the 4-quarter period ending April 30, 2020 and each fiscal quarter thereafter
562,000
The Company was in compliance with the applicable financial loan covenants at April 30, 2019.
As of April 30, 2019, the Company had no outstanding borrowings under the revolving line of credit, and had accrued $6,000 in unused line fees. Based upon the borrowing base formula set forth in the Credit Agreement, as of April 30, 2019, the Company had access to the full amount of the $5,000,000 revolving line of credit.
Outstanding principal balances on debt consisted of the following at:
April 30, 2019
January 31, 2019
Senior term loan
$
3,881,000
$
4,030,000
Deferred financing cost
(69,000)
(82,000)
Total
3,812,000
3,948,000
Less: Current portion
(597,000)
(597,000)
Non-current portion of debt
$
3,215,000
$
3,351,000
Future principal repayments of debt consisted of the following at April 30, 2019 :
Fiscal year
Senior Term Loan (1)
2020
$
448,000
2021
3,433,000
Total repayments
$
3,881,000
(1)
Term loan balance on the condensed consolidated balance sheet is reported net of deferred financing costs of $69,000.

Convertible Preferred Stock

Convertible Preferred Stock3 Months Ended
Apr. 30, 2019
Convertible Preferred Stock
CONVERTIBLE PREFERRED STOCKNOTE 5 — CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock
At April 30, 2019, we had 2,895,464 shares of Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”) outstanding. Each share of the Preferred Stock is convertible into one share of the Company’s common stock. The Preferred Stock does not pay a dividend; however, the holders are entitled to receive dividends equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock. The Preferred Stock has voting rights on a modified as-if-converted-to-common-stock-basis. The Preferred Stock has a non-participating liquidation right equal to the original issue price plus accrued unpaid dividends, which are senior to the Company’s common stock. The Preferred Stock can be converted to common shares at any time by the holders, or at the option of the Company if the arithmetic average of the daily volume weighted average price of the common stock for the 10 day period prior to the measurement date is greater than $8.00 per share, and the average daily trading volume for the 60 day period immediately prior to the measurement date exceeds 100,000 shares. The conversion price is $3.00 per share, subject to certain adjustments.
At any time following August 31, 2016, subject to the terms of the Subordination and Intercreditor Agreement among the preferred stockholders, the Company and Wells Fargo, which prohibits the redemption of the Preferred Stock without the consent of Wells Fargo, each share of Preferred Stock is redeemable at the option of the holder for an amount equal to the initial issuance price of $3.00 (adjusted to reflect stock splits, stock dividends or similar events) plus any accrued and unpaid dividends thereon. The Preferred Stock is classified as temporary equity as the securities are redeemable solely at the option of the holder.

Income Taxes

Income Taxes3 Months Ended
Apr. 30, 2019
Income Taxes
INCOME TAXESNOTE 6 — INCOME TAXES
Income tax expense consists of federal, state and local tax provisions. For the three months ended April 30, 2019 and 2018, we recorded federal tax expense of zero. For the three months ended April 30, 2019 and 2018, we recorded state and local tax expense of $2,000.

Commitments and Contingencies

Commitments and Contingencies3 Months Ended
Apr. 30, 2019
Commitments and Contingencies
COMMITMENTS AND CONTINGENCIESNOTE 7 — COMMITMENTS AND CONTINGENCIES
Membership agreement to occupy shared office space
In fiscal 2018, the Company entered into a membership agreement to occupy shared office space in Atlanta, Georgia. Our new shared office arrangement commenced upon taking possession of the space and ends in November 2020. Fees due under the membership agreement are based on the number of contracted seats and the use of optional office services. As of April 30, 2019, minimum fees due under the shared office arrangement totaled $232,000.
Royalty Liability
On October 25, 2013, we entered into a Software License and Royalty Agreement (the “Royalty Agreement”) with Montefiore Medical Center (“Montefiore”) pursuant to which Montefiore granted us an exclusive, worldwide 15‑year license of Montefiore’s proprietary clinical analytics platform solution, Clinical Looking Glass® (“CLG”), now known as our Clinical Analytics solution. In addition, Montefiore assigned to us the existing license agreement with a customer using CLG. As consideration under the Royalty Agreement, we paid Montefiore a one-time initial base royalty fee of $3,000,000. Additionally, we originally committed that Montefiore would receive at least an additional $3,000,000 of on-going royalty payments related to future sublicensing of CLG by us within the first six and one-half years of the license term. On July 1, 2018, we entered into a joint amendment to the Royalty Agreement and the existing Software License and Support Agreement with Montefiore to modify the payment obligations of the parties under both agreements. According to the modified provisions, our obligation to pay on-going royalties under the Royalty Agreement was replaced with the obligation to (i) provide maintenance services for 24 months and waive associated maintenance fees, and (ii) pay $1,000,000 in cash by July 31, 2020. As a result of the commitment to fulfill a portion of our obligation by providing maintenance services at no cost, the royalty liability was significantly reduced, with a corresponding increase to deferred revenues. As of January 31, 2019, we had $1,172,000 in deferred revenues associated with this modified royalty liability. The fair value of the royalty liability as of January 31, 2019 was determined based on the amount payable in cash. As of April 30, 2019 and January 31, 2019, the present value of this royalty liability was $920,000 and $905,000, respectively.

Subsequent Events

Subsequent Events3 Months Ended
Apr. 30, 2019
Subsequent Events
SUBSEQUENT EVENTSNOTE 8 — SUBSEQUENT EVENTS
We have evaluated subsequent events occurring after April 30, 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)3 Months Ended
Apr. 30, 2019
Summary of Significant Accounting Policies
Use of EstimatesUse of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Fair Value of Financial InstrumentsFair Value of Financial Instruments
The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. The carrying amount of our long-term debt approximates fair value since the variable interest rates being paid on the amounts approximate the market interest rate. Long-term debt is classified as Level 2. There were no transfers of assets or liabilities between Levels 1, 2, or 3 during the three months ended April 30, 2019 and 2018.
The table below provides information on our liabilities that are measured at fair value on a recurring basis:
Quoted Prices in
Significant Other
Significant
Total Fair
Active Markets
Observable Inputs
Unobservable Inputs
Value
(Level 1)
(Level 2)
(Level 3)
At April 30, 2019
Royalty liability (1)
$
920,000
$

$

$
920,000
At January 31, 2019
Royalty liability (1)
$
905,000
$

$

$
905,000
(1)
The fair value of the royalty liability was determined based on discounting the portion of the modified royalty commitment payable in cash (refer to Note 7 – Commitments and Contingencies for additional information on our royalty liability). Fair value adjustments are included within miscellaneous expense in the condensed consolidated statements of operations.
Revenue RecognitionRevenue Recognition
We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a software as a service (“SaaS”) delivery model, through our direct sales force or through third-party resellers. Licensed, locally-installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services provided to help clients review their internal coding audit processes. Additional revenues are also derived from reselling third-party software and hardware components.
We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
We commence revenue recognition (Step 5 below) in accordance with that core principle after applying the following steps:
·
Step 1: Identify the contract(s) with a customer
·
Step 2: Identify the performance obligations in the contract
·
Step 3: Determine the transaction price
·
Step 4: Allocate the transaction price to the performance obligations in the contract
·
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
We follow the accounting revenue guidance under ASC 606 to determine whether contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.
If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Maintenance and support and SaaS agreements are generally non-cancelable or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
Significant judgment is required to determine the standalone selling price (“SSP”) for each performance obligation, the amount allocated to each performance obligation and whether it depicts the amount that the Company expects to receive in exchange for the related product and/or service. As the selling prices of the Company’s software licenses are highly variable, the Company estimates SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, and audit services based on observable standalone sales.
Contract Combination
The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the good or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.
Systems Sales
The Company’s software license arrangements provide the customer with the right to use functional intellectual property. Implementation, support, and other services are typically considered distinct performance obligations when sold with a software license unless these services are determined to significantly modify the software. Revenue is recognized at a point in time. Typically, this is upon shipment of components or electronic download of software.
Maintenance and Support Services
Our maintenance and support obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall maintenance and support obligations can be viewed as a single performance obligation since both the unspecified upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently. Maintenance and support agreements entitle clients to technology support, version upgrades, bug fixes and service packs. We recognize maintenance and support revenue ratably over the contract term.
Software-Based Solution Professional Services
The Company provides various professional services to customers with software licenses. These include project management, software implementation and software modification services. Revenues from arrangements to provide professional services are generally distinct from the other promises in the contract and are recognized as the related services are performed. Consideration payable under these arrangements is either fixed fee or on a time-and-materials basis.
Software as a Service
SaaS-based contracts include use of the Company’s platform, implementation, support and other services which represent a single promise to provide continuous access to its software solutions. The Company recognizes revenue ratably over the contract term.
We defer the direct costs, which includes salaries and benefits, for professional services related to SaaS contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of April 30, 2019, and January 31, 2019, we had deferred costs of $228,000 and $251,000, respectively, net of accumulated amortization of $448,000 and $399,000, respectively. Amortization expense of these costs was $50,000 and $102,000 for the three months ended April 30, 2019 and 2018, respectively.
Audit Services
Audit services are a separate performance obligation. We recognize revenue over time as the services are performed.
Disaggregation of Revenue
The following table provides information about disaggregated revenue by type and nature of revenue stream:
Three Months Ended April 30, 2019
Recurring Revenue
Non-recurring Revenue
Total
Systems sales
$

$
231,000
$
231,000
Professional services

581,000
581,000
Audit services

395,000
395,000
Maintenance and support
2,951,000

2,951,000
Software as a service
1,199,000

1,199,000
Total revenue:
$
4,150,000
$
1,207,000
$
5,357,000
Contract Receivables and Deferred Revenues
The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our contract receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Contract receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. In the three-month period ended April 30, 2019 we recognized $2,909,000 in revenue from deferred revenues outstanding as of January 31, 2019.
Transaction price allocated to the remaining performance obligations
Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Revenue allocated to remaining performance obligations was $25 million as of April 30, 2019, of which the Company expects to recognize approximately 66% over the next 12 months and the remainder thereafter.
Deferred commissions costs (contract acquisition costs)
Contract acquisition costs, which consists of sales commissions paid or payable, is considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over a period of benefit, which the Company has determined to be the customer life. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less.
Deferred commissions costs paid and payable are included on the condensed consolidated balance sheets within prepaid and other current assets and totaled $331,000 as of April 30, 2019. For the three-month period ended April 30, 2019, $18,000 in amortization expense associated with sales commissions was included in selling, general and administrative expenses on the condensed consolidated statements of operations. There were no impairment losses for these capitalized costs for the three months ended April 30, 2019 and April 30, 2018.
Equity AwardsEquity Awards
We account for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite vesting period. We incurred total compensation expense related to stock-based awards of $269,000 and $222,000 for the three months ended April 30, 2019 and 2018, respectively.
The fair value of the stock options granted is estimated at the date of grant using a Black-Scholes option pricing model. The option pricing model inputs (such as expected term, expected volatility, and risk-free interest rate) impact the fair value estimate. Further, the forfeiture rate impacts the amount of aggregate compensation. These assumptions are subjective and are generally derived from external (such as risk-free rate of interest) and historical (such as volatility factor, expected term, and forfeiture rates) data. Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards.
We periodically issue restricted stock awards in the form of our common stock. The fair value of these awards is based on the market closing price per share on the date of grant. We expense the compensation cost of these awards as the restriction period lapses, which is typically a one- to four-year service period to the Company.
Income TaxesIncome Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. We establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company maintains a full valuation allowance against its deferred tax assets.
We provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. We believe we have appropriately accounted for any uncertain tax positions. The Company has recorded $283,000 and $275,000 in reserves for uncertain tax positions and corresponding interest and penalties as of April 30, 2019 and January 31, 2019, respectively.
Net Earnings (Loss) Per Common ShareNet Earnings (Loss) Per Common Share
We present basic and diluted earnings per share (“EPS”) data for our common stock. Basic EPS is calculated by dividing the net earnings (loss) attributable to common stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated based on the profit or loss attributable to common stockholders and the weighted average number of shares of common stock outstanding, adjusted for the effects of all potential dilutive common stock issuances related to options, unvested restricted stock and convertible preferred stock. Potential common stock dilution related to outstanding stock options and unvested restricted stock is determined using the treasury stock method, while potential common stock dilution related to Series A Convertible Preferred Stock is determined using the “if converted” method.
Our Series A Convertible Preferred Stock are considered participating securities under ASC 260, Earnings Per Share , which means the security may participate in undistributed earnings with common stock. The holders of the Series A Convertible Preferred Stock would be entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends, other than dividends in the form of common stock. In accordance with ASC 260, the Company is required to use the two-class method when computing EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stockholders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. Diluted EPS for our common stock is computed using the more dilutive of the two-class method or the if-converted method. Our unvested restricted stock awards are considered non-participating securities because holders are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term.
In accordance with ASC 260, securities are deemed not to be participating in losses if there is no obligation to fund such losses. The Series A Convertible Preferred Stock does not participate in losses, and as a result, the Company does not allocate losses to these securities in periods of loss.
The following is the calculation of the basic and diluted net earnings (loss) per share of common stock:
Three Months Ended
Basic earnings (loss) per share:
April 30, 2019
April 30, 2018
Net income (loss)
$
313,000
$
(569,000)
Less: Allocation of earnings to participating securities
(40,000)

Income (loss) available to common shareholders - Basic
273,000
(569,000)
Weighted average shares outstanding - Basic (1)
19,793,361
19,299,309
Basic net earnings (loss) per share of common stock
$
0.01
$
(0.03)
Diluted earnings (loss) per share (2):
Income (loss) available to common shareholders - Basic
313,000
(569,000)
Weighted average shares outstanding - Basic
19,793,361
19,299,309
Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (3)
3,031,676

Weighted average shares outstanding - Diluted
22,825,037
19,299,309
Diluted net earnings (loss) per share of common stock
$
0.01
$
(0.03)
(1)
Excludes 1,104,766 unvested restricted shares of common stock as of April 30, 2019, which are considered non-participating securities.
(2)
Diluted EPS for our common stock was computed using the if-converted method, which yields the same result as the two-class method.
(3)
Diluted net earnings (loss) per share excludes the effect of shares that are anti-dilutive. For the three months ended April 30, 2019, diluted EPS excludes 1,583,824 outstanding stock options and 543,750 unvested restricted shares of common stock. For the three months ended April 30, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 2,178,822 outstanding stock options and 661,587 unvested restricted shares of common stock.
Recent Accounting PronouncementsRecent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016‑02, Leases (“ASC 842”), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The update became effective for us on February 1, 2019.
We adopted the new lease standards ASC 842 on February 1, 2019 using the effective date transition method. This method requires us to recognize an adoption impact as a cumulative-effect adjustment as of the adoption date. Prior period balances were not adjusted upon adoption this standard. We have elected the group of practical expedients under ASU 2016-02 to forego assessing upon adoption: (1) whether any expired contracts are or contain leases; (2) the lease classification for any existing or expired leases; and (3) any indirect costs that would have qualified for capitalization for any existing leases. The adoption of the new standard resulted in the recording of a right-of-use asset of $175,000 and an operating lease liability of $464,000 as of February 1, 2019. The standard did not materially impact our consolidated results of operations and had no impact on cash flows.
In January 2017, the FASB issued ASU 2017‑04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes Step 2 from the goodwill impairment test. The standard will be effective for us on February 1, 2020. Early adoption of this update is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , to remove, modify, and add certain disclosure requirements within Topic 820 in order to improve the effectiveness of fair value disclosures in the notes to financial statements. The standard will be effective for us on February 1, 2020. The Company is currently evaluating the impact of adoption of this new standard and does not believe that the adoption of this ASU will have a significant impact on its consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)3 Months Ended
Apr. 30, 2019
Summary of Significant Accounting Policies
Fair Value of Liabilities on a Recurring BasisQuoted Prices in
Significant Other
Significant
Total Fair
Active Markets
Observable Inputs
Unobservable Inputs
Value
(Level 1)
(Level 2)
(Level 3)
At April 30, 2019
Royalty liability (1)
$
920,000
$

$

$
920,000
At January 31, 2019
Royalty liability (1)
$
905,000
$

$

$
905,000
(1)
The fair value of the royalty liability was determined based on discounting the portion of the modified royalty commitment payable in cash (refer to Note 7 – Commitments and Contingencies for additional information on our royalty liability). Fair value adjustments are included within miscellaneous expense in the condensed consolidated statements of operations.
Schedule of Disaggregated RevenueThree Months Ended April 30, 2019
Recurring Revenue
Non-recurring Revenue
Total
Systems sales
$

$
231,000
$
231,000
Professional services

581,000
581,000
Audit services

395,000
395,000
Maintenance and support
2,951,000

2,951,000
Software as a service
1,199,000

1,199,000
Total revenue:
$
4,150,000
$
1,207,000
$
5,357,000
Schedule of Earnings Per Share, Basic and DilutedThree Months Ended
Basic earnings (loss) per share:
April 30, 2019
April 30, 2018
Net income (loss)
$
313,000
$
(569,000)
Less: Allocation of earnings to participating securities
(40,000)

Income (loss) available to common shareholders - Basic
273,000
(569,000)
Weighted average shares outstanding - Basic (1)
19,793,361
19,299,309
Basic net earnings (loss) per share of common stock
$
0.01
$
(0.03)
Diluted earnings (loss) per share (2):
Income (loss) available to common shareholders - Basic
313,000
(569,000)
Weighted average shares outstanding - Basic
19,793,361
19,299,309
Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (3)
3,031,676

Weighted average shares outstanding - Diluted
22,825,037
19,299,309
Diluted net earnings (loss) per share of common stock
$
0.01
$
(0.03)
(1)
Excludes 1,104,766 unvested restricted shares of common stock as of April 30, 2019, which are considered non-participating securities.
(2)
Diluted EPS for our common stock was computed using the if-converted method, which yields the same result as the two-class method.
(3)
Diluted net earnings (loss) per share excludes the effect of shares that are anti-dilutive. For the three months ended April 30, 2019, diluted EPS excludes 1,583,824 outstanding stock options and 543,750 unvested restricted shares of common stock. For the three months ended April 30, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 2,178,822 outstanding stock options and 661,587 unvested restricted shares of common stock.

Leases (Tables)

Leases (Tables)3 Months Ended
Apr. 30, 2019
Leases
Schedule of Future Minimum Lease PaymentThree Months Ended April 30, 2019
Operating lease cost
$
60,000
Sublease income
(72,000)
Total operating lease income
$
(12,000)

Debt (Tables)

Debt (Tables)3 Months Ended
Apr. 30, 2019
Debt
Minimum Trailing Four Quarter Period EBITDA Covenant ThresholdsThe following table shows our minimum EBITDA covenant thresholds, as modified by the fourth amendment to the Credit Agreement:
Applicable period
Minimum
For the fiscal quarter ended October 31, 2018
$
(509,000)
For the 2-quarter period ended January 31, 2019
20,000
For the 3-quarter period ended April 30, 2019
204,000
For the 4-quarter period ending July 31, 2019
180,000
For the 4-quarter period ending October 31, 2019
508,000
For the 4-quarter period ending January 31, 2020
408,000
For the 4-quarter period ending April 30, 2020 and each fiscal quarter thereafter
562,000
Summary of Term Loan and Line of CreditOutstanding principal balances on debt consisted of the following at:
April 30, 2019
January 31, 2019
Senior term loan
$
3,881,000
$
4,030,000
Deferred financing cost
(69,000)
(82,000)
Total
3,812,000
3,948,000
Less: Current portion
(597,000)
(597,000)
Non-current portion of debt
$
3,215,000
$
3,351,000
Schedule of Future Minimum Lease Payments for Debt and Capital LeasesFiscal year
Senior Term Loan (1)
2020
$
448,000
2021
3,433,000
Total repayments
$
3,881,000
(1)
Term loan balance on the condensed consolidated balance sheet is reported net of deferred financing costs of $69,000.

Basis of Presentation (Details)

Basis of Presentation (Details)3 Months Ended
Apr. 30, 2019item
Basis of Presentation
Number of reporting unit1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Fair Value of Liabilities (Details) - USD ($)3 Months Ended
Apr. 30, 2019Jan. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of assets from level 1 to level 2 $ 0
Transfer of assets from level 2 to level 10
Transfer of liabilities from level 1 to level 20
Transfer of liabilities from level 2 to level 10
Transfer of assets in and (out of) level 30
Transfer of liabilities in and (out of) level 30
Royalty liability920,000 $ 905,000
Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Royalty liability0 0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Royalty liability0 0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Royalty liability $ 920,000 $ 905,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018Jan. 31, 2019
Class of Stock [Line Items]
Deferred professional costs $ 228,000 $ 251,000
Accumulated amortization of deferred costs448,000 399,000
Amortization of deferred costs50,000 $ 102,000
Share-based compensation expense269,000 222,000
Cost of shares for tax withholding0 $ 47,000
Reserves for uncertain tax positions and corresponding interest and penalties $ 283,000 $ 275,000
Minimum | Restricted Stock
Class of Stock [Line Items]
Service period (in years)1 year
Maximum | Restricted Stock | Restricted Stock
Class of Stock [Line Items]
Service period (in years)4 years

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Disaggregation of Revenue [Line Items]
Professional services $ 581,000 $ 238,000
Audit services395,000 360,000
Software as a service1,199,000 1,224,000
Total Revenues5,357,000 6,263,000
Revenue recognized2,909,000
Content Management
Disaggregation of Revenue [Line Items]
Professional services0
Audit services0
Software as a service1,199,000
Total Revenues4,150,000
Financial Management
Disaggregation of Revenue [Line Items]
Professional services581,000
Audit services395,000
Software as a service0
Total Revenues1,207,000
System Sales
Disaggregation of Revenue [Line Items]
Revenues231,000 1,132,000
System Sales | Content Management
Disaggregation of Revenue [Line Items]
Revenues0
System Sales | Financial Management
Disaggregation of Revenue [Line Items]
Revenues231,000
Maintenance and Support
Disaggregation of Revenue [Line Items]
Revenues2,951,000 $ 3,309,000
Maintenance and Support | Content Management
Disaggregation of Revenue [Line Items]
Revenues2,951,000
Maintenance and Support | Financial Management
Disaggregation of Revenue [Line Items]
Revenues $ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Revenue Performance Obligations (Details) $ in MillionsApr. 30, 2019USD ($)
Summary of Significant Accounting Policies
Remaining performance obligations $ 25
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-05-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percentage of remaining performance obligation to be recognized over the next 12 months66.00%
Period in which remaining performance obligation is expected to be satisfied12 months

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Deferred Commissions Costs (Details) - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Summary of Significant Accounting Policies
Deferred commission costs paid and payable $ 331,000
Amortization of deferred commissions18,000
Impairment losses for capitalized costs $ 0 $ 0

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Loss Per Share (Details) - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Basic earnings (loss) per share:
Net income (loss) $ 313,000 $ (569,000)
Less: Allocation of earnings to participating securities(40,000)
Net Income (Loss) Available to Common Stockholders, Basic, Total $ 273,000 $ (569,000)
Weighted average number of common shares - basic (in shares)19,793,361 19,299,309
Basic net earnings (loss) per common stock (in dollars per share) $ 0.01 $ (0.03)
Diluted earnings (loss) per share (2):
Net Income (Loss) Attributable to Parent $ 313,000 $ (569,000)
Weighted average shares outstanding - Basic19,793,361 19,299,309
Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (3)3,031,676
Weighted average shares outstanding - Diluted (in shares)22,825,037 19,299,309
Diluted net earnings (loss) per common stock (in dollars per share) $ 0.01 $ (0.03)
Series A Convertible Preferred Stock
Calculation of the basic and diluted net earnings (loss) per share of common stock
Antidilutive securities (in shares)2,895,464
Stock Option
Calculation of the basic and diluted net earnings (loss) per share of common stock
Antidilutive securities (in shares)1,583,824 2,178,822
Restricted Stock
Calculation of the basic and diluted net earnings (loss) per share of common stock
Unvested restricted shares considered non-participating securities1,104,766
Antidilutive securities (in shares)543,750 661,587

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($)Apr. 30, 2019Feb. 01, 2019
Summary of Significant Accounting Policies
Operating Lease, Right-of-Use Asset $ 122,000 $ 175,000
Operating Lease, Liability $ 329,000 $ 464,000

Leases (Details)

Leases (Details) - USD ($)3 Months Ended9 Months Ended12 Months Ended
Apr. 30, 2018Oct. 31, 2018Jan. 31, 2019Apr. 30, 2019Feb. 01, 2019
Leases
Loss on exit of operating lease $ 562,000 $ 472,000
Loss incurred on the disposal of fixed assets $ 1,000
Total minimum rentals due $ 336,000
Total minimum rentals to be received168,000
Operating lease right-of use assets $ 122,000 $ 175,000
Operating lease right-of use assets extensible listus-gaap:PrepaidExpenseCurrent
Lease liability $ 329,000 $ 464,000
Lease liability extensible listus-gaap:AccruedLiabilitiesCurrent
Discount rate8.00%

Leases - Leased Assets (Details

Leases - Leased Assets (Details)3 Months Ended
Apr. 30, 2019USD ($)
Costs associated with leased assets
Operating lease cost $ 60,000
Sublease income(72,000)
Total operating lease income $ (12,000)

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($)Apr. 15, 2015Apr. 30, 2019Nov. 21, 2014
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit amount outstanding $ 0
Commitment fee in connection with the term loan6,000
Credit Agreement | Senior Notes
Debt Instrument [Line Items]
Revolving line of credit $ 10,000,000
Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit5,000,000 $ 5,000,000
LIBOR | Credit Agreement | Minimum
Debt Instrument [Line Items]
Basis spread on interest rate (as a percent)4.25%
LIBOR | Credit Agreement | Maximum
Debt Instrument [Line Items]
Basis spread on interest rate (as a percent)6.25%
Base Rate | Credit Agreement | Minimum
Debt Instrument [Line Items]
Basis spread on interest rate (as a percent)3.25%
Base Rate | Credit Agreement | Maximum
Debt Instrument [Line Items]
Basis spread on interest rate (as a percent)5.25%
Current to January 31, 2018
Debt Instrument [Line Items]
Minimum liquidity5,000,000
February 1, 2018 through November 19, 2018
Debt Instrument [Line Items]
Minimum liquidity4,000,000
November 20, 2018 through January 31, 2019
Debt Instrument [Line Items]
Minimum liquidity3,500,000
February 1, 2019 through maturity date
Debt Instrument [Line Items]
Minimum liquidity $ 4,000,000

Debt - EBITDA Covenant Threshol

Debt - EBITDA Covenant Thresholds (Details) - Credit Agreement3 Months Ended
Apr. 30, 2019USD ($)
October 31, 2018
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA $ (509,000)
January 31, 2019
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA20,000
April 30, 2019
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA204,000
July 31, 2019
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA180,000
October 31, 2019
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA508,000
January 31, 2020
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA408,000
April 30, 2020 and each fiscal quarter thereafter
Debt Instrument [Line Items]
Debt covenant, minimum EBITDA $ 562,000

Debt - Summary of Term Loan and

Debt - Summary of Term Loan and Line of Credit (Details) - Senior Notes - USD ($) $ in ThousandsApr. 30, 2019Jan. 31, 2018
Debt Instrument [Line Items]
Long-term debt $ 3,881 $ 4,030
Deferred financing cost(69)(82)
Total3,812 3,948
Less: Current portion(597)(597)
Non-current portion of debt $ 3,215 $ 3,351

Debt - Schedule of Future Princ

Debt - Schedule of Future Principal Repayments of Long-Term Debt (Details) - Senior Notes - USD ($) $ in ThousandsApr. 30, 2019Jan. 31, 2018
Senior Term Loan
2020 $ 448
20213,433
Total3,881 $ 4,030
Deferred finance costs $ 69 $ 82

Convertible Preferred Stock (De

Convertible Preferred Stock (Details) - Series A Preferred Stock3 Months Ended
Apr. 30, 2019$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares issued (in shares) | shares2,895,464
Number of common shares for each convertible preferred share (in shares) | shares1
Maximum period of conversion (in days)10 days
Minimum share price (in dollars per share) (greater than) | $ / shares $ 8
Average daily trading volume period prior to measurement date (in days)60 days
Average daily trading volume minimum shares (in shares) | shares100,000
Price per share at time of conversion (in dollars per share) | $ / shares $ 3
Shares issued, price per share (in dollars per share) | $ / shares $ 3

Income Taxes (Details)

Income Taxes (Details) - USD ($)3 Months Ended
Apr. 30, 2019Apr. 30, 2018
Income Taxes
Federal tax expense $ 0 $ 0
State and local tax provisions $ 2,000 $ 2,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)Jul. 01, 2018Oct. 25, 2013Apr. 30, 2019Jan. 31, 2019Jan. 01, 2019
Commitments and Contingencies
Minimum fees due under shared office arrangement $ 232,000
Royalty liability $ 920,000 $ 905,000
Royalty Agreement [Member]
Commitments and Contingencies
Term of licensing agreement15 years
One-time initial base royalty fee $ 3,000,000
Minimum commitment for additional royalty payments $ 3,000,000
Period of time over which additional royalty payments are to be made6 years 6 months
Term of maintenance and service24 months
Cash payment due per royalty agreement $ 1,000,000
Deferred revenue $ 1,172,000