Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2019 | Aug. 22, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2019 | |
Entity Registrant Name | STREAMLINE HEALTH SOLUTIONS INC. | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,064,473 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001008586 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,229,000 | $ 2,376,000 |
Accounts receivable, net of allowance for doubtful accounts of $90,000 and $345,000, respectively | 2,764,000 | 2,933,000 |
Contract receivables | 861,000 | 1,263,000 |
Prepaid and other current assets | 1,786,000 | 1,346,000 |
Total current assets | 6,640,000 | 7,918,000 |
Non-current assets: | ||
Property and equipment, net of accumulated amortization of $1,592,000 and $1,516,000, respectively | 207,000 | 237,000 |
Contract receivables, less current portion | 337,000 | 407,000 |
Capitalized software development costs, net of accumulated amortization of $20,106,000 and $19,689,000, respectively | 7,159,000 | 5,698,000 |
Intangible assets, net of accumulated amortization of $4,143,000 and $3,858,000, respectively | 1,384,000 | 1,669,000 |
Goodwill | 15,537,000 | 15,537,000 |
Other | 287,000 | 274,000 |
Total non-current assets | 24,911,000 | 23,822,000 |
Total assets | 31,551,000 | 31,740,000 |
Current liabilities: | ||
Accounts payable | 927,000 | 1,280,000 |
Accrued expenses | 1,229,000 | 1,814,000 |
Current portion of term loan | 597,000 | 597,000 |
Line of credit | 1,000,000 | |
Deferred revenues | 8,624,000 | 8,338,000 |
Royalty liability | 936,000 | |
Other | 95,000 | 94,000 |
Total current liabilities | 13,408,000 | 12,123,000 |
Non-current liabilities: | ||
Term loan, net of current portion and deferred financing cost of $53,000 and $82,000, respectively | 3,081,000 | 3,351,000 |
Royalty liability | 905,000 | |
Deferred revenues, less current portion | 27,000 | 432,000 |
Other | 24,000 | 41,000 |
Total non-current liabilities | 3,132,000 | 4,729,000 |
Total liabilities | 16,540,000 | 16,852,000 |
Series A 0% Convertible Redeemable Preferred Stock, $.01 par value per share, $8,686,000 redemption value, 5,000,000 shares authorized, 2,895,464 shares issued and outstanding | 8,686,000 | 8,686,000 |
Stockholders' equity: | ||
Common stock, $.01 par value per share, 45,000,000 shares authorized; 20,789,473 and 20,767,708 shares issued and outstanding, respectively | 208,000 | 208,000 |
Additional paid in capital | 82,962,000 | 82,544,000 |
Accumulated deficit | (76,845,000) | (76,550,000) |
Total stockholders' equity | 6,325,000 | 6,202,000 |
Total liability and stockholders' equity | $ 31,551,000 | $ 31,740,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2019 | Jan. 31, 2019 | |
Allowance for doubtful accounts | $ 90,000 | $ 345,000 |
Accumulated amortization, property and equipment | 1,592,000 | 1,516,000 |
Accumulated amortization, capitalized software development costs | 20,106,000 | 19,689,000 |
Accumulated amortization, intangible assets | 4,143,000 | 3,858,000 |
Accumulated amortization, deferred financing costs | $ 53,000,000 | $ 82,000,000 |
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) | 20,789,473 | 20,767,708 |
Common stock, shares outstanding (in shares) | 20,789,473 | 20,767,708 |
Series A Preferred Stock | ||
Preferred stock dividend rate | 0.00% | 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) | 5,000,000 | 5,000,000 |
Convertible redeemable preferred stock, shares issued (in shares) | 2,895,464 | 2,895,464 |
Convertible redeemable preferred stock, shares outstanding (in shares) | 2,895,464 | 2,895,464 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Revenues: | ||||
Professional services | $ 408,000 | $ 271,000 | $ 989,000 | $ 509,000 |
Audit services | 354,000 | 248,000 | 749,000 | 608,000 |
Software as a service | 1,125,000 | 1,148,000 | 2,324,000 | 2,372,000 |
Total Revenues | 4,793,000 | 5,269,000 | 10,150,000 | 11,532,000 |
Operating expenses: | ||||
Cost of professional services | 581,000 | 697,000 | 1,123,000 | 1,404,000 |
Cost of audit services | 321,000 | 300,000 | 624,000 | 694,000 |
Cost of software as a service | 300,000 | 282,000 | 580,000 | 598,000 |
Selling, general and administrative expense | 2,461,000 | 2,520,000 | 4,945,000 | 5,768,000 |
Research and development | 867,000 | 1,213,000 | 1,659,000 | 2,275,000 |
Executive transition cost | 140,000 | 140,000 | ||
Loss on exit of operating lease | 806,000 | 806,000 | ||
Total operating expenses | 5,226,000 | 6,674,000 | 10,149,000 | 13,300,000 |
Operating (loss) income | (433,000) | (1,405,000) | 1,000 | (1,768,000) |
Other expense: | ||||
Interest expense | (70,000) | (110,000) | (148,000) | (227,000) |
Miscellaneous expense | (103,000) | (5,000) | (144,000) | (92,000) |
Loss before income taxes | (606,000) | (1,520,000) | (291,000) | (2,087,000) |
Income tax expense | (2,000) | (2,000) | (4,000) | (4,000) |
Net loss | $ (608,000) | $ (1,522,000) | $ (295,000) | $ (2,091,000) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.01) | $ (0.11) |
Weighted average number of common shares - basic and diluted (in shares) | 19,913,658 | 19,532,044 | 19,853,510 | 19,415,676 |
System Sales | ||||
Revenues: | ||||
Revenues | $ 147,000 | $ 386,000 | $ 378,000 | $ 1,518,000 |
Operating expenses: | ||||
Cost of goods and services sold | 143,000 | 290,000 | 256,000 | 540,000 |
Maintenance and Support | ||||
Revenues: | ||||
Revenues | 2,759,000 | 3,216,000 | 5,710,000 | 6,525,000 |
Operating expenses: | ||||
Cost of goods and services sold | $ 413,000 | $ 566,000 | $ 822,000 | $ 1,215,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional paid in capital | Accumulated deficit | Total |
Beginning balance at Jan. 31, 2018 | $ 200,000 | $ 81,777,000 | $ (72,125,000) | $ 9,852,000 |
Beginning balance (in shares) at Jan. 31, 2018 | 20,005,977 | |||
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 expense | 222,000 | 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, 2018 | 20,034,446 | |||
Beginning balance at Jan. 31, 2018 | $ 200,000 | 81,777,000 | (72,125,000) | 9,852,000 |
Beginning balance (in shares) at Jan. 31, 2018 | 20,005,977 | |||
Statement of changes in stockholders' equity | ||||
Net income (loss) | (2,091,000) | |||
Ending balance at Jul. 31, 2018 | $ 201,000 | 82,284,000 | (72,776,000) | 9,709,000 |
Ending balance (in shares) at Jul. 31, 2018 | 20,039,893 | |||
Statement of changes in stockholders' equity | ||||
Cumulative effect of ASC 606 implementation | 1,440,000 | 1,440,000 | ||
Beginning balance at Apr. 30, 2018 | $ 201,000 | 82,115,000 | (71,254,000) | 11,062,000 |
Beginning balance (in shares) at Apr. 30, 2018 | 20,034,446 | |||
Statement of changes in stockholders' equity | ||||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options | 35,000 | 35,000 | ||
Stock issued pursuant to Employee Stock Purchase Plan and exercise of stock options (in shares) | 35,277 | |||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations | (11,000) | (11,000) | ||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations (in shares) | (7,330) | |||
Restricted stock issued | $ 1,000 | (1,000) | ||
Restricted stock issued (in shares) | 100,000 | |||
Restricted stock forfeited | $ (1,000) | 1,000 | ||
Restricted stock forfeited (in shares) | (122,500) | |||
Share-based compensation expense | 145,000 | 145,000 | ||
Net income (loss) | (1,522,000) | (1,522,000) | ||
Ending balance at Jul. 31, 2018 | $ 201,000 | 82,284,000 | (72,776,000) | 9,709,000 |
Ending balance (in shares) at Jul. 31, 2018 | 20,039,893 | |||
Beginning balance at Jan. 31, 2019 | $ 208,000 | 82,544,000 | (76,550,000) | 6,202,000 |
Beginning balance (in shares) at Jan. 31, 2019 | 20,767,708 | |||
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 expense | 269,000 | 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, 2019 | 20,902,341 | |||
Beginning balance at Jan. 31, 2019 | $ 208,000 | 82,544,000 | (76,550,000) | 6,202,000 |
Beginning balance (in shares) at Jan. 31, 2019 | 20,767,708 | |||
Statement of changes in stockholders' equity | ||||
Net income (loss) | (295,000) | |||
Ending balance at Jul. 31, 2019 | $ 208,000 | 82,962,000 | (76,845,000) | 6,325,000 |
Ending balance (in shares) at Jul. 31, 2019 | 20,789,473 | |||
Beginning balance at Apr. 30, 2019 | $ 209,000 | 82,812,000 | (76,237,000) | 6,784,000 |
Beginning balance (in shares) at Apr. 30, 2019 | 20,902,341 | |||
Statement of changes in stockholders' equity | ||||
Stock issued pursuant to Employee Stock Purchase Plan | 4,000 | 4,000 | ||
Stock issued pursuant to Employee Stock Purchase Plan (in shares) | 5,072 | |||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations | (31,000) | (31,000) | ||
Surrender of stock upon vesting of restricted stock to satisfy tax withholding obligations (in shares) | (21,708) | |||
Restricted stock issued | $ 2,000 | (2,000) | ||
Restricted stock issued (in shares) | 222,518 | |||
Restricted stock forfeited | $ (3,000) | 3,000 | ||
Restricted stock forfeited (in shares) | (318,750) | |||
Share-based compensation expense | 160,000 | 160,000 | ||
Capital contribution | 16,000 | 16,000 | ||
Net income (loss) | (608,000) | (608,000) | ||
Ending balance at Jul. 31, 2019 | $ 208,000 | $ 82,962,000 | $ (76,845,000) | $ 6,325,000 |
Ending balance (in shares) at Jul. 31, 2019 | 20,789,473 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (295,000) | $ (2,091,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 76,000 | 325,000 |
Amortization of capitalized software development costs | 417,000 | 646,000 |
Amortization of intangible assets | 285,000 | 470,000 |
Amortization of other deferred costs | 136,000 | 228,000 |
Valuation adjustments | 31,000 | 56,000 |
Loss on exit of operating lease | 806,000 | |
Gain on disposal of fixed assets | (2,000) | |
Share-based compensation expense | 429,000 | 367,000 |
Provision for accounts receivable | (125,000) | (64,000) |
Changes in assets and liabilities: | ||
Accounts and contract receivables | 766,000 | 292,000 |
Other assets | (558,000) | 105,000 |
Accounts payable | (353,000) | 369,000 |
Accrued expenses | (601,000) | 587,000 |
Deferred revenues | (119,000) | (1,618,000) |
Net cash provided by operating activities | 89,000 | 476,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (46,000) | (14,000) |
Proceeds from sales of property and equipment | 14,000 | |
Capitalization of software development costs | (1,878,000) | (1,529,000) |
Net cash used in investing activities | (1,924,000) | (1,529,000) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 1,000,000 | |
Principal payments on term loan | (298,000) | (298,000) |
Payments related to settlement of employee shared-based awards | (31,000) | (58,000) |
Proceeds from exercise of stock options and stock purchase plan | 4,000 | 35,000 |
Other | 13,000 | |
Net cash provided by (used in) financing activities | 688,000 | (321,000) |
Net decrease in cash and cash equivalents | (1,147,000) | (1,374,000) |
Cash and cash equivalents at beginning of period | 2,376,000 | 4,620,000 |
Cash and cash equivalents at end of period | $ 1,229,000 | $ 3,246,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2019 | |
Basis of Presentation | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying condensed consolidated balance sheet as of January 31, 2019, which has been derived from audited financial statements, and the unaudited interim 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 six months ended July 31, 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 Policies | 6 Months Ended |
Jul. 31, 2019 | |
Summary of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 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 July 31, 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 July 31, 2019 Royalty liability (1) $ 936,000 $ — $ — $ 936,000 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, benefits and contractor fees, for professional services related to SaaS contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of July 31, 2019, and January 31, 2019, we had deferred costs of $191,000 and $251,000, respectively, net of accumulated amortization of $503,000 and $399,000, respectively. Amortization expense of these costs was $55,000 and $91,000 for the three months ended July 31, 2019 and 2018, respectively, and $105,000 and $193,000 for the six months ended July 31, 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: Six Months Ended July 31, 2019 Recurring Revenue Non-recurring Revenue Total Systems sales $ 27,000 $ 351,000 $ 378,000 Professional services — 989,000 989,000 Audit services — 749,000 749,000 Maintenance and support 5,710,000 — 5,710,000 Software as a service 2,324,000 — 2,324,000 Total revenue: $ 8,061,000 $ 2,089,000 $ 10,150,000 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 six-month period ended July 31, 2019 we recognized $4,727,000 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 $26 million as of July 31, 2019, of which the Company expects to recognize approximately 65% 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 the contract term. 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 other non-current assets totaled $348,000 and $74,000, respectively, as of July 31, 2019. For the three- and six-month periods ended July 31, 2019, $37,000 and $55,000, respectively, 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 and six months ended July 31, 2019 and 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 $160,000 and $145,000 for the three months ended July 31, 2019 and 2018, respectively, and $429,000 and $367,000 for the six months ended July 31, 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 $291,000 and $275,000 in reserves for uncertain tax positions and corresponding interest and penalties as of July 31, 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 loss per share of common stock: Three Months Ended July 31, 2019 July 31, 2018 Net loss $ (608,000) $ (1,522,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (608,000) (1,522,000) Weighted average shares outstanding - Basic (1) 19,913,658 19,532,044 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,913,658 19,532,044 Basic net loss per share of common stock $ (0.03) $ (0.08) Diluted net loss per share of common stock $ (0.03) $ (0.08) Six Months Ended July 31, 2019 July 31, 2018 Net loss $ (295,000) $ (2,091,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (295,000) (2,091,000) Weighted average shares outstanding - Basic (1) 19,853,510 19,415,676 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,853,510 19,415,676 Basic net loss per share of common stock $ (0.01) $ (0.11) Diluted net loss per share of common stock $ (0.01) $ (0.11) (1) Excludes 760,978 unvested restricted shares of common stock as of July 31, 2019, which are considered non-participating securities. (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three and six months ended July 31, 2019, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,516,913 outstanding stock options and 760,978 unvested restricted shares of common stock. For the three and six months ended July 31, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,763,975 outstanding stock options and 649,087 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 of 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
Leases | 6 Months Ended |
Jul. 31, 2019 | |
Leases | |
LEASES | NOTE 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 July 31, 2019, the total minimum rentals due to our lessor by us and to be received by us from our sublessee were $193,000 and $96,000, respectively. As of July 31, 2019, operating lease right-of use assets totaling $70,000 are recorded in Prepaid and other current assets, and the associated lease liability of $191,000 is included in Accrued expenses within the condensed consolidated balance sheets. The Company used a discount rate of 8.0% to determine the lease liability. Total costs associated with leased assets are as follows: Six Months Ended July 31, 2019 Operating lease cost $ 117,000 Sublease income (144,000) Total operating lease income $ (27,000) 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
Debt | 6 Months Ended |
Jul. 31, 2019 | |
Debt | |
DEBT | NOTE 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 lenders party 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 senior 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 and other general corporate purposes, including permitted acquisitions. The term loan and line of credit are 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 term loan and line of credit maturity date of November 21, 2019 was extended to May 21, 2020. The 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. 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). Pursuant to the terms of the Credit Agreement, as amended by the fourth amendment, the Company is required to maintain minimum liquidity of at least (i) $3,500,000 from the date of the fourth amendment through January 31, 2019, and (ii) $4,000,000 from February 1, 2019 through and including the maturity date of the credit facility. The following table shows our current and future minimum EBITDA covenant thresholds, as modified by the fourth amendment to the Credit Agreement: Applicable period Minimum For the 4-quarter period ended 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 July 31, 2019. In addition, the Credit Agreement prohibits the Company from paying dividends on the common and preferred stock. As of July 31, 2019, the Company had $1,000,000 in outstanding borrowings under the revolving line of credit, and had accrued $21,000 in interest and unused line fees. Based upon the borrowing base formula set forth in the Credit Agreement, as of July 31, 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: July 31, 2019 January 31, 2019 Line of Credit $ 1,000,000 $ — Term loan 3,731,000 4,030,000 Total 4,731,000 4,030,000 Deferred financing cost (53,000) (82,000) Total 4,678,000 3,948,000 Less: Current portion (1,597,000) (597,000) Non-current portion of debt $ 3,081,000 $ 3,351,000 Future principal repayments of debt consisted of the following at July 31 , 2019 : Fiscal year Term Loan (1) 2020 $ 1,298,000 2021 3,433,000 Total repayments $ 4,731,000 (1) Term loan balance on the condensed consolidated balance sheet is reported net of deferred financing costs of $53,000. The Company entered into a fifth amendment to the Credit Agreement as of September 11, 2019 (the “Fifth Amendment”). See Note 9 – Subsequent Events for further details on the Fifth Amendment. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jul. 31, 2019 | |
Convertible Preferred Stock | |
CONVERTIBLE PREFERRED STOCK | NOTE 5 — CONVERTIBLE PREFERRED STOCK Series A Convertible Preferred Stock At July 31, 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 Taxes | 6 Months Ended |
Jul. 31, 2019 | |
Income Taxes | |
INCOME TAXES | NOTE 6 — INCOME TAXES Income tax expense consists of federal, state and local tax provisions. For the six months ended July 31, 2019 and 2018, we recorded federal tax expense of zero. For the six months ended both July 31, 2019 and 2018, we recorded state and local tax expense of $4,000. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 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 July 31, 2019, minimum fees due under the shared office arrangement totaled $205,000. 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 July 31, 2019, we had $758,000 in deferred revenues associated with this modified royalty liability. The fair value of the royalty liability as of July 31, 2019 was determined based on the amount payable in cash. As of July 31, 2019 and January 31, 2019, the present value of this royalty liability was $936,000 and $905,000, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS In the second quarter of fiscal 2019, in connection with the appointment of Wyche T. “Tee” Green, III, Chairman of the Board of the Company and Chairman and Chief Executive Officer of 121G, LLC (“121G”), as interim President and Chief Executive Officer of the Company, we entered into a consulting agreement with 121G Consulting, LLC (“121G Consulting”), an affiliate of 121G, to provide an assessment of the Company’s innovation and growth teams and strategies and to develop a set of prioritized recommendations to be consolidated into a strategic plan for the Company’s leadership team. The term of the agreement is three months (through October 2019), and 121G Consulting is expected to receive approximately $100,000 for services rendered under the consulting agreement, as well as reasonable and documented travel and other expenses incurred by 121G Consulting in rendering its services, which were approved by the Company’s Board of Directors. For the three-month periods ended July 31, 2019, consulting fees incurred and payable to 121G Consulting totaled $5,000 and were included in executive transition cost on the condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2019 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS We have evaluated subsequent events occurring after July 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. On September 11, 2019, we entered into a fifth amendment to our Credit Agreement (the “Fifth Amendment”) with Wells Fargo Bank, N.A., as administrative agent, and other lender parties thereto. Amounts outstanding under the Credit Agreement shall continue to bear interest at either LIBOR or the base rate, as elected by the Company, plus an applicable margin, plus, after the effective date of the Fifth Amendment, a “paid in kind” rate, or PIK Rate, of 2.75%. 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 original term loan and line of credit maturity date of May 21, 2020 was extended to August 21, 2020. Additionally, the Fifth Amendment requires the payment of certain other fees and expenses, including (a) an amendment fee of up to $200,000 ($50,000 per quarter) and (b) consulting costs of approximately $100,000. The Credit Agreement, as amended, 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), among other covenants, including a requirement that the Company refrain from paying dividends on the common and preferred stock. In addition, the Credit Agreement, as amended by the Fifth Amendment, requires that the Company (i) engage a consultant for purposes of preparing a budget to be shared with the administrative agent and to be adhered to by the Company and other financial information requested by the administrative agent, (ii) enter into amendments to the Company’s licensing agreements with Montefiore, (iii) pursue a refinancing transaction for purposes of satisfying its obligations under the Credit Agreement, and in connection therewith, achieve certain refinancing milestones and provide the administrative agent with certain deliverables, information and access to its personnel and records, and (iv) on or before October 15, 2019, provide evidence of a common equity contribution of no less than $1,500,000. Pursuant to the terms of the Credit Agreement, as amended by the Fifth Amendment, the Company is required to maintain minimum liquidity of at least (i) $2,500,000 from the effective date of the Fifth Amendment through and including December 31, 2019 and (ii) $3,000,000 at all times from and after January 1, 2020. The following table shows our minimum monthly EBITDA covenant thresholds, as modified by the Fifth Amendment to the Credit Agreement: Applicable period Minimum For the twelve-month period ending August 31, 2019 $ (505,000) For the twelve-month period ending September 30, 2019 (752,000) For the twelve-month period ending October 31, 2019 (850,000) For the twelve-month period ending November 30, 2019 (597,000) For the twelve-month period ending December 31, 2019 (608,000) For the twelve-month period ending January 31, 2020 (289,000) For the twelve-month period ending February 29, 2020 (124,000) For the twelve-month period ending March 31, 2020 (195,000) For the twelve-month period ending April 30, 2020 (683,000) For the twelve-month period ending May 31, 2020 (560,000) For the twelve-month period ending June 30, 2020 (368,000) For the twelve-month period ending July 31, 2020 and for the twelve-month period ending on the last day of each month thereafter (374,000) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2019 | |
Summary of Significant Accounting Policies | |
Use of Estimates | 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 | 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 July 31, 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 July 31, 2019 Royalty liability (1) $ 936,000 $ — $ — $ 936,000 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 | 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, benefits and contractor fees, for professional services related to SaaS contracts. These deferred costs will be amortized over the identical term as the associated revenues. As of July 31, 2019, and January 31, 2019, we had deferred costs of $191,000 and $251,000, respectively, net of accumulated amortization of $503,000 and $399,000, respectively. Amortization expense of these costs was $55,000 and $91,000 for the three months ended July 31, 2019 and 2018, respectively, and $105,000 and $193,000 for the six months ended July 31, 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: Six Months Ended July 31, 2019 Recurring Revenue Non-recurring Revenue Total Systems sales $ 27,000 $ 351,000 $ 378,000 Professional services — 989,000 989,000 Audit services — 749,000 749,000 Maintenance and support 5,710,000 — 5,710,000 Software as a service 2,324,000 — 2,324,000 Total revenue: $ 8,061,000 $ 2,089,000 $ 10,150,000 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 six-month period ended July 31, 2019 we recognized $4,727,000 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 $26 million as of July 31, 2019, of which the Company expects to recognize approximately 65% 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 the contract term. 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 other non-current assets totaled $348,000 and $74,000, respectively, as of July 31, 2019. For the three- and six-month periods ended July 31, 2019, $37,000 and $55,000, respectively, 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 and six months ended July 31, 2019 and 2018. |
Equity Awards | 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 $160,000 and $145,000 for the three months ended July 31, 2019 and 2018, respectively, and $429,000 and $367,000 for the six months ended July 31, 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 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 $291,000 and $275,000 in reserves for uncertain tax positions and corresponding interest and penalties as of July 31, 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 | 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 loss per share of common stock: Three Months Ended July 31, 2019 July 31, 2018 Net loss $ (608,000) $ (1,522,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (608,000) (1,522,000) Weighted average shares outstanding - Basic (1) 19,913,658 19,532,044 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,913,658 19,532,044 Basic net loss per share of common stock $ (0.03) $ (0.08) Diluted net loss per share of common stock $ (0.03) $ (0.08) Six Months Ended July 31, 2019 July 31, 2018 Net loss $ (295,000) $ (2,091,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (295,000) (2,091,000) Weighted average shares outstanding - Basic (1) 19,853,510 19,415,676 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,853,510 19,415,676 Basic net loss per share of common stock $ (0.01) $ (0.11) Diluted net loss per share of common stock $ (0.01) $ (0.11) (1) Excludes 760,978 unvested restricted shares of common stock as of July 31, 2019, which are considered non-participating securities. (2) Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three and six months ended July 31, 2019, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,516,913 outstanding stock options and 760,978 unvested restricted shares of common stock. For the three and six months ended July 31, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,763,975 outstanding stock options and 649,087 unvested restricted shares of common stock. |
Recent Accounting Pronouncements | 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 of 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) | 6 Months Ended |
Jul. 31, 2019 | |
Summary of Significant Accounting Policies | |
Fair Value of Liabilities 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 July 31, 2019 Royalty liability (1) $ 936,000 $ — $ — $ 936,000 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 Revenue | Six Months Ended July 31, 2019 Recurring Revenue Non-recurring Revenue Total Systems sales $ 27,000 $ 351,000 $ 378,000 Professional services — 989,000 989,000 Audit services — 749,000 749,000 Maintenance and support 5,710,000 — 5,710,000 Software as a service 2,324,000 — 2,324,000 Total revenue: $ 8,061,000 $ 2,089,000 $ 10,150,000 |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended July 31, 2019 July 31, 2018 Net loss $ (608,000) $ (1,522,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (608,000) (1,522,000) Weighted average shares outstanding - Basic (1) 19,913,658 19,532,044 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,913,658 19,532,044 Basic net loss per share of common stock $ (0.03) $ (0.08) Diluted net loss per share of common stock $ (0.03) $ (0.08) Six Months Ended July 31, 2019 July 31, 2018 Net loss $ (295,000) $ (2,091,000) Less: Allocation of earnings to participating securities — — Loss available to common shareholders - Basic (295,000) (2,091,000) Weighted average shares outstanding - Basic (1) 19,853,510 19,415,676 Effect of dilutive securities - Stock options, Restricted stock and Series A Convertible Preferred Stock (2) — — Weighted average shares outstanding - Diluted 19,853,510 19,415,676 Basic net loss per share of common stock $ (0.01) $ (0.11) Diluted net loss per share of common stock $ (0.01) $ (0.11) (1) Excludes 760,978 unvested restricted shares of common stock as of July 31, 2019, which are considered non-participating securities. Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three and six months ended July 31, 2019, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,516,913 outstanding stock options and 760,978 unvested restricted shares of common stock. For the three and six months ended July 31, 2018, diluted EPS excludes 2,895,464 shares of Series A Convertible Preferred Stock, 1,763,975 outstanding stock options and 649,087 unvested restricted shares of common stock. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Leases | |
Schedule of Future Minimum Lease Payment | Six Months Ended July 31, 2019 Operating lease cost $ 117,000 Sublease income (144,000) Total operating lease income $ (27,000) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Debt | |
Minimum Trailing Four Quarter Period EBITDA Covenant Thresholds | The following table shows our current and future minimum EBITDA covenant thresholds, as modified by the fourth amendment to the Credit Agreement: Applicable period Minimum For the 4-quarter period ended 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 Credit | Outstanding principal balances on debt consisted of the following at: July 31, 2019 January 31, 2019 Line of Credit $ 1,000,000 $ — Term loan 3,731,000 4,030,000 Total 4,731,000 4,030,000 Deferred financing cost (53,000) (82,000) Total 4,678,000 3,948,000 Less: Current portion (1,597,000) (597,000) Non-current portion of debt $ 3,081,000 $ 3,351,000 |
Schedule of future principal repayments of debt | Future principal repayments of debt consisted of the following at July 31 , 2019 : Fiscal year Term Loan (1) 2020 $ 1,298,000 2021 3,433,000 Total repayments $ 4,731,000 (1) Term loan balance on the condensed consolidated balance sheet is reported net of deferred financing costs of $53,000. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Subsequent Event [Line Items] | |
Schedule of minimum monthly EBITDA covenant thresholds | The following table shows our current and future minimum EBITDA covenant thresholds, as modified by the fourth amendment to the Credit Agreement: Applicable period Minimum For the 4-quarter period ended 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 |
Credit Agreement - Fifth Amendment | |
Subsequent Event [Line Items] | |
Schedule of minimum monthly EBITDA covenant thresholds | Applicable period Minimum For the twelve-month period ending August 31, 2019 $ (505,000) For the twelve-month period ending September 30, 2019 (752,000) For the twelve-month period ending October 31, 2019 (850,000) For the twelve-month period ending November 30, 2019 (597,000) For the twelve-month period ending December 31, 2019 (608,000) For the twelve-month period ending January 31, 2020 (289,000) For the twelve-month period ending February 29, 2020 (124,000) For the twelve-month period ending March 31, 2020 (195,000) For the twelve-month period ending April 30, 2020 (683,000) For the twelve-month period ending May 31, 2020 (560,000) For the twelve-month period ending June 30, 2020 (368,000) For the twelve-month period ending July 31, 2020 and for the twelve-month period ending on the last day of each month thereafter (374,000) |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended |
Jul. 31, 2019item | |
Basis of Presentation | |
Number of reporting unit | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Fair Value of Liabilities (Details) - USD ($) | 3 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jan. 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 1 | 0 | ||
Transfer of liabilities from level 1 to level 2 | $ 0 | ||
Transfer of liabilities from level 2 to level 1 | 0 | ||
Transfer of assets in and (out of) level 3 | $ 0 | ||
Transfer of liabilities in and (out of) level 3 | 0 | ||
Royalty liability | 936,000 | $ 905,000 | |
Quoted Prices in Active Markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Royalty liability | 0 | 0 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Royalty liability | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Royalty liability | $ 936,000 | $ 905,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | |
Class of Stock [Line Items] | |||||
Deferred professional costs | $ 191,000 | $ 191,000 | $ 251,000 | ||
Accumulated amortization of deferred costs | 503,000 | 503,000 | 399,000 | ||
Amortization of deferred costs | 55,000 | $ 91,000 | 105,000 | $ 193,000 | |
Share-based compensation expense | 160,000 | $ 145,000 | 429,000 | 367,000 | |
Cost of shares for tax withholding | 31,000 | $ 58,000 | |||
Reserves for uncertain tax positions and corresponding interest and penalties | $ 291,000 | $ 291,000 | $ 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 | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Professional services | $ 408,000 | $ 271,000 | $ 989,000 | $ 509,000 |
Audit services | 354,000 | 248,000 | 749,000 | 608,000 |
Software as a service | 1,125,000 | 1,148,000 | 2,324,000 | 2,372,000 |
Total Revenues | 4,793,000 | 5,269,000 | 10,150,000 | 11,532,000 |
Revenue recognized | 4,727,000 | |||
Content Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Professional services | 0 | |||
Audit services | 0 | |||
Software as a service | 2,324,000 | |||
Total Revenues | 8,061,000 | |||
Financial Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Professional services | 989,000 | |||
Audit services | 749,000 | |||
Software as a service | 0 | |||
Total Revenues | 2,089,000 | |||
System Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 147,000 | 386,000 | 378,000 | 1,518,000 |
System Sales | Content Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27,000 | |||
System Sales | Financial Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 351,000 | |||
Maintenance and Support | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,759,000 | $ 3,216,000 | 5,710,000 | $ 6,525,000 |
Maintenance and Support | Content Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,710,000 | |||
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 Millions | Jul. 31, 2019USD ($) |
Summary of Significant Accounting Policies | |
Remaining performance obligations | $ 26 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-08-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of remaining performance obligation to be recognized over the next 12 months | 65.00% |
Period in which remaining performance obligation is expected to be satisfied | 12 months |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Commissions Costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | |
Amortization of deferred commissions | $ 37,000 | $ 55,000 | |
Impairment losses for capitalized costs | 0 | $ 0 | |
Prepaid Expenses and Other Current Assets | |||
Deferred commission costs paid and payable | 348,000 | 348,000 | |
Other Noncurrent Assets | |||
Deferred commission costs paid and payable | $ 74,000 | $ 74,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Apr. 30, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Basic and Diluted loss per share: | ||||||
Net loss | $ (608,000) | $ 313,000 | $ (1,522,000) | $ (569,000) | $ (295,000) | $ (2,091,000) |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (608,000) | $ (1,522,000) | $ (295,000) | $ (2,091,000) | ||
Weighted average shares - Basic (1) | 19,913,658 | 19,532,044 | 19,853,510 | 19,415,676 | ||
Weighted average shares outstanding - Diluted | 19,913,658 | 19,532,044 | 19,853,510 | 19,415,676 | ||
Basic net loss per common stock (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.01) | $ (0.11) | ||
Diluted net loss per common stock (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.01) | $ (0.11) | ||
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 | 2,895,464 | 2,895,464 | |||
Stock Option | ||||||
Calculation of the basic and diluted net earnings (loss) per share of common stock | ||||||
Antidilutive securities (in shares) | 1,516,913 | 1,763,975 | 1,516,913 | 1,763,975 | ||
Restricted Stock | ||||||
Calculation of the basic and diluted net earnings (loss) per share of common stock | ||||||
Unvested restricted shares considered non-participating securities | 760,978 | |||||
Antidilutive securities (in shares) | 760,978 | 649,087 | 760,978 | 649,087 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) | Jul. 31, 2019 | Feb. 01, 2019 |
Summary of Significant Accounting Policies | ||
Operating Lease, Right-of-Use Asset | $ 70,000 | $ 175,000 |
Operating Lease, Liability | $ 191,000 | $ 464,000 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2019 | Feb. 01, 2019 | |
Loss on exit of operating lease | $ (806,000) | $ (806,000) | |||
Loss incurred on the disposal of fixed assets | $ 2,000 | ||||
Total minimum rentals due | $ 193,000 | ||||
Total minimum rentals to be received | 96,000 | ||||
Operating lease right-of use assets | $ 70,000 | $ 175,000 | |||
Operating lease right-of use assets extensible list | us-gaap:PrepaidExpenseCurrent | ||||
Lease liability | $ 191,000 | $ 464,000 | |||
Lease liability extensible list | us-gaap:AccruedLiabilitiesCurrent | ||||
Discount rate | 8.00% | ||||
NEW YORK | |||||
Loss on exit of operating lease | $ (472,000) | ||||
GEORGIA | |||||
Loss on exit of operating lease | $ (562,000) |
Leases - Leased Assets (Details
Leases - Leased Assets (Details) | 6 Months Ended |
Jul. 31, 2019USD ($) | |
Costs associated with leased assets | |
Operating lease cost | $ 117,000 |
Sublease income | (144,000) |
Total operating lease income | $ (27,000) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 15, 2015 | Jul. 31, 2019 | Nov. 21, 2014 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of Credit | $ 1,000,000 | ||
Commitment fee in connection with the term loan | 21,000 | ||
Credit Agreement | Term Loan | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | $ 10,000,000 | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving line of credit | 5,000,000 | $ 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% | ||
November 20, 2018 through January 31, 2019 | |||
Debt Instrument [Line Items] | |||
Minimum liquidity | 3,500,000 | ||
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 Agreement | 6 Months Ended |
Jul. 31, 2019USD ($) | |
July 31, 2019 | |
Debt Instrument [Line Items] | |
Debt covenant, minimum EBITDA | $ 180,000 |
October 31, 2019 | |
Debt Instrument [Line Items] | |
Debt covenant, minimum EBITDA | 508,000 |
January 31, 2020 | |
Debt Instrument [Line Items] | |
Debt covenant, minimum EBITDA | 408,000 |
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) - USD ($) | Jul. 31, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 4,731,000 | $ 4,030,000 | |
Less: Current portion | (597,000) | $ (597,000) | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 3,731,000 | 4,030,000 | |
Deferred financing cost | (53,000) | (82,000) | |
Total | 4,678,000 | 3,948,000 | |
Less: Current portion | (1,597,000) | (597,000) | |
Non-current portion of debt | $ 3,081,000 | $ 3,351,000 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Repayments of Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2018 |
Senior Term Loan | ||
2020 | $ 1,298 | |
2021 | 3,433 | |
Total | 4,731 | $ 4,030 |
Term Loan | ||
Senior Term Loan | ||
Total | 3,731 | 4,030 |
Deferred finance costs | $ 53 | $ 82 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - Series A Preferred Stock | 6 Months Ended |
Jul. 31, 2019$ / sharesshares | |
Class of Stock [Line Items] | |
Preferred stock, shares issued (in shares) | shares | 2,895,464 |
Number of common shares for each convertible preferred share (in shares) | shares | 1 |
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) | shares | 100,000 |
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 ($) | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Taxes | ||
Federal tax expense | $ 0 | $ 0 |
State and local tax provisions | $ 4,000 | $ 4,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 01, 2018 | Oct. 25, 2013 | Jul. 31, 2019 | Jan. 31, 2019 | Jan. 01, 2019 |
Commitments and Contingencies | |||||
Minimum fees due under shared office arrangement | $ 205,000 | ||||
Royalty liability | $ 936,000 | $ 905,000 | |||
Royalty Agreement [Member] | |||||
Commitments and Contingencies | |||||
Term of licensing agreement | 15 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 made | 6 years 6 months | ||||
Term of maintenance and service | 24 months | ||||
Cash payment due per royalty agreement | $ 1,000,000 | ||||
Deferred revenue | $ 758,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - One Twenty One G Consulting - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Jul. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Term of consulting agreement | 3 years | |
Consulting fees | $ 5,000 | |
Forecast | ||
Related Party Transaction [Line Items] | ||
Consulting fees | $ 100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Credit Agreement - Fifth Amendment | Sep. 10, 2019USD ($) |
Basis spread on interest rate (as a percent) | 2.75% |
Amendment fee | $ 200,000 |
Amendment fee per quarter | (50,000) |
Cconsulting costs | 100,000 |
Through and including December 31, 2019 | |
Minimum liquidity | 2,500,000 |
From and after January 1, 2020 | |
Minimum liquidity | 3,000,000 |
August 31, 2019 | |
Debt covenant, minimum EBITDA | (505,000) |
September 30, 2019 | |
Debt covenant, minimum EBITDA | (752,000) |
October 31, 2019 | |
Debt covenant, minimum EBITDA | (850,000) |
November 30, 2019 | |
Debt covenant, minimum EBITDA | (597,000) |
December 31, 2019 | |
Debt covenant, minimum EBITDA | (608,000) |
January 31, 2020 | |
Debt covenant, minimum EBITDA | (289,000) |
February 29, 2020 | |
Debt covenant, minimum EBITDA | (124,000) |
March 31, 2020 | |
Debt covenant, minimum EBITDA | (195,000) |
April 30, 2020 | |
Debt covenant, minimum EBITDA | (683,000) |
May 31, 2020 | |
Debt covenant, minimum EBITDA | (560,000) |
June 30, 2020 | |
Debt covenant, minimum EBITDA | (368,000) |
July 31, 2020 and for the twelve-month period ending on the last day of each month thereafter | |
Debt covenant, minimum EBITDA | (374,000) |
Minimum | On or before October 15, 2019 | |
Common equity contribution | $ 1,500,000 |
LIBOR | Maximum | |
Basis spread on interest rate (as a percent) | 6.25% |
LIBOR | Minimum | |
Basis spread on interest rate (as a percent) | 4.25% |
Base Rate | Maximum | |
Basis spread on interest rate (as a percent) | 5.25% |
Base Rate | Minimum | |
Basis spread on interest rate (as a percent) | 3.25% |