UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

Form 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 9, 2013

 


 

Streamline Health Solutions, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

0-28132

 

31-1455414

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

1230 Peachtree Street, NE, Suite 1000,

Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (404) 446-0050

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 — Results of Operations and Financial Condition.

 

On September 9, 2013, Streamline Health Solutions, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1, which press release contains financial information about the Company’s second fiscal quarter ended July 31, 2013.  The information hereunder shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 — Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Second Quarter Earnings News Release of Streamline Health Solutions, Inc. dated September 9, 2013.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Streamline Health Solutions, Inc.

 

 

 

Date: September 10, 2013

By:

/s/ Nicholas A. Meeks

 

 

Nicholas A. Meeks

 

 

Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Second Quarter Earnings News Release of Streamline Health Solutions, Inc. dated September 9, 2013.

 

4


Exhibit 99.1

 

 

 

News Release

 

STREAMLINE HEALTH® SOLUTIONS REPORTS $8.8 MILLION REVENUE;
$2.7 MILLION ADJUSTED EBITDA IN Q2 2013

 

Atlanta, Georgia — September 9, 2013 — Streamline Health Solutions, Inc. (NASDAQ: STRM), a leading provider of knowledge management solutions for healthcare providers, today announced financial results for the second quarter of fiscal year 2013, which ended July 31, 2013.

 

Revenues increased 74% for the three-month period ended July 31, 2013 to $8.8 million, as compared to $5.0 million in the second quarter of fiscal 2012. The quarterly increase was attributable to significant new sales in the Collabra suite, which includes computer assisted coding and clinical documentation improvement solutions acquired from Meta Health Technology in Q3 2012, increases in SaaS-based revenue primarily in the Company’s business analytics suite, OpportunityAnyWare and recurring maintenance in the AccessAnyWare and Collabra suites.

 

Adjusted EBITDA increased 81% in the quarter to $2.7 million, as compared to $1.5 million in the second quarter of fiscal 2012. Cash on the balance sheet also increased appreciably to $5.4 million.

 

“We continue to grow with our clients,” said Robert E. Watson, President and Chief Executive Officer of Streamline Health. “Our clients are telling us what they need to be successful in this rapidly changing industry, and we believe our solutions help them meet those needs as witnessed by our first eCAC solution sale in the second quarter. Our plan is to leverage our many relationships to cross sell incremental solutions, with particular emphasis on our business analytics and our coding solutions as the deadline for ICD-10 nears.”

 

Highlights for the quarter included:

 

·                  Revenue for the second quarter 2013 was $8.8 million, an increase of 74% over the comparable period in 2012;

·                  Software as a Service (SaaS) revenues for second quarter 2013 was $1.9 million, an increase of 9% over Q2 2012;

·                  Maintenance and support revenues for the second quarter 2013 was $3.6 million, a 58% increase over the comparable period in 2012 primarily attributable to the contracts acquired as part of the Meta Health Technologies acquisition in August 2012;

·                  New sales bookings for the quarter were $5.3 million;

·                  Backlog at the end of the quarter was $51.9 million.

 

Operating expenses for the three-month period ending July 31, 2013 were $7.8 million, compared to $5.1 million in the comparable prior year period; an increase of $2.7 million, or 54%, over the prior year comparable period.

 

Backlog at July 31, 2013 was $51.9 million, compared with $51.0 million at January 31, 2013 and $32.2 million at July 31, 2012. The fiscal second quarter backlog decline of approximately $1.3 million as compared to the fiscal first quarter is primarily attributable to recognized revenue in this quarter being drawn from backlog as expected.

 



 

Conference Call Information

 

The Company will conduct a conference call and webcast to review the results on Monday, September 9 2013 at 5:00 pm EDT. Interested parties can access the call by dialing 888-504-7963 and then entering the passcode 2615298. A live webcast will also be available by clicking this link: http://bit.ly/19FIIAQ

 

A replay of the conference call will be available from Monday, September 9, 2013 at 7:00 p.m. EDT to Saturday, September 14, 2013 at 7:00 p.m. EDT by dialing 888-203-1112 and entering passcode 2615298.

 

* Non-GAAP Financial Measures

 

Streamline Health reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). Streamline Health’s management also evaluates and makes operating decisions using various other measures. One such measure is adjusted EBITDA, which is a non-GAAP financial measure. Streamline Health’s management believes that these measures provide useful supplemental information regarding the performance of Streamline Health’s business operations.

 

Streamline Health defines “non-GAAP adjusted net earnings (loss)” as GAAP net earnings (loss), plus losses on conversion of convertible notes, transaction related expenses, and non-recurring operational costs.

 

Streamline Health defines “adjusted EBITDA” as net earnings (loss) plus interest expense, tax expense, depreciation and amortization expense of tangible and intangible assets, stock-based compensation expense, significant non-recurring operating expenses, and transactional related expenses including: gains and losses on debt and equity conversions, associate severances and related restructuring expenses, associate inducements, and professional and advisory fees, and internal direct costs incurred to complete transactions.

 

About Streamline Health

 

Streamline Health Solutions, Inc. (NASDAQ: STRM) is a leading provider of SaaS-based healthcare information technology (HCIT) solutions for healthcare providers. The company’s comprehensive suite of solutions includes: enterprise content management (ECM), business analytics, integrated workflow systems, clinical documentation improvement (CDI), and computer assisted coding (CAC). This unique combination of solutions is designed to help healthcare organizations manage the financial and operational challenges they face in the ever-changing world of healthcare today and in the future. For more information, please visit our website at www.streamlinehealth.net.

 

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995

 

Statements made by Streamline Health Solutions, Inc. that are not historical facts are forward-looking statements that are subject to risks and uncertainties and are no guarantee of future performance. The forward looking statements contained herein are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from those reflected in the forward-looking statements, included herein. These risks and uncertainties include, but are not limited to, the timing of contract negotiations and execution of contracts and the related timing of the revenue recognition related thereto, the potential cancellation of existing contracts or clients not completing projects included in the backlog, the impact of competitive products and pricing, product demand and market acceptance, new product development, key strategic alliances with vendors that resell the Company’s products, the ability of the Company to control costs, availability of products obtained from third party

 



 

vendors, the healthcare regulatory environment, potential changes in legislation, regulation and government funding affecting the healthcare industry, healthcare information systems budgets, availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems, fluctuations in operating results, effects of critical accounting policies and judgments, changes in accounting policies or procedures as may be required by the Financial Accountings Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry, the markets in which the Company operates and nationally, and the Company’s ability to maintain compliance with the terms of its credit facilities, and other risks detailed from time to time in the Streamline Health Solutions, Inc. filings with the U. S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Company Contact:

Investor Contacts:

Ashley Moore

Randy Salisbury

Director, Marketing

Investor Relations

(404)-446-2057

ashley.moore@streamlinehealth.net

(404)-229-4242

randy.salisbury@streamlinehealth.net

 



 

STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 

 

 

Three Months Ended
July 31,

 

Six Months Ended
July 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenues:

 

 

 

 

 

 

 

 

 

Systems sales

 

$

2,233,668

 

$

75,670

 

$

2,558,314

 

$

429,200

 

Professional services

 

1,039,240

 

941,419

 

1,958,591

 

2,063,858

 

Maintenance and support

 

3,620,446

 

2,297,246

 

7,001,046

 

4,648,821

 

Software as a service

 

1,880,007

 

1,734,719

 

3,728,748

 

3,352,308

 

Total revenues

 

8,773,361

 

5,049,054

 

15,246,699

 

10,494,187

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of systems sales

 

661,124

 

532,332

 

1,299,722

 

1,218,859

 

Cost of services, maintenance and support

 

2,062,220

 

1,209,187

 

4,021,271

 

2,486,951

 

Cost of software as a service

 

514,075

 

616,781

 

1,093,154

 

1,299,087

 

Selling, general and administrative

 

3,408,153

 

2,204,205

 

6,989,020

 

3,873,965

 

Research and development

 

1,160,147

 

510,842

 

2,257,157

 

967,205

 

Total operating expenses

 

7,805,719

 

5,073,347

 

15,660,324

 

9,846,067

 

Operating income (loss)

 

967,642

 

(24,293

)

(413,625

)

648,120

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(587,808

)

(391,188

)

(1,154,373

)

(599,018

)

Miscellaneous income (expenses)

 

(1,064,163

)

(23,788

)

(1,806,428

)

12,257

 

Earnings (loss) before income taxes

 

(684,329

)

(439,269

)

(3,374,426

)

61,359

 

Income tax expense

 

(143,874

)

(24,000

)

(163,624

)

(33,000

)

Net (loss) earnings

 

$

(828,203

)

$

(463,269

)

$

(3,538,050

)

$

28,359

 

Less: deemed dividends on Series A Preferred Shares

 

(15,510

)

––

 

(357,147

)

––

 

Net (loss) earnings attributable to common shareholders

 

$

(843,713

)

$

(463,269

)

$

(3,895,197

)

$

28,359

 

Basic net (loss) earnings per common share

 

$

(0.07

)

$

(0.04

)

$

(0.31

)

$

0.00

 

Number of shares used in basic per common share computation

 

12,861,715

 

11,316,083

 

12,698,094

 

10,817,214

 

Diluted net (loss) earnings per common share

 

$

(0.07

)

$

(0.04

)

$

(0.31

)

$

0.00

 

Number of shares used in diluted per common share computation

 

12,861,715

 

11,316,083

 

12,698,094

 

10,936,752

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

 

Assets

 

 

 

July 31, 2013

 

January 31, 2013

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

5,355,673

 

$

7,500,256

 

Accounts receivable, net of allowance for doubtful accounts of $134,000 and $134,000, respectively

 

10,773,182

 

8,685,017

 

Contract receivables

 

1,769,738

 

1,481,819

 

Prepaid hardware and third party software for future delivery

 

22,777

 

22,777

 

Prepaid client maintenance contracts

 

1,176,432

 

1,080,330

 

Other prepaid assets

 

924,512

 

997,024

 

Other current assets

 

 

110,555

 

Total current assets

 

20,022,314

 

19,877,778

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Computer equipment

 

3,481,679

 

3,420,452

 

Computer software

 

2,202,444

 

2,196,236

 

Office furniture, fixtures and equipment

 

870,079

 

843,274

 

Leasehold improvements

 

697,570

 

697,570

 

 

 

7,251,772

 

7,157,532

 

Accumulated depreciation and amortization

 

(6,296,766

)

(5,958,727

)

Property and equipment, net

 

955,006

 

1,198,805

 

 

 

 

 

 

 

Contract receivables, less current portion

 

95,816

 

126,626

 

Capitalized software development costs, net of accumulated amortization of $18,861,000 and $17,465,000, respectively

 

12,218,230

 

12,816,486

 

Intangible assets, net

 

7,559,154

 

8,188,131

 

Deferred financing costs, net

 

331,955

 

541,740

 

Goodwill

 

12,166,959

 

12,133,304

 

Other

 

459,823

 

383,708

 

Total non-current assets

 

33,786,943

 

35,388,800

 

 

 

$

53,809,257

 

$

55,266,578

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
Liabilities and Stockholders’ Equity

 

 

 

July 31, 2013

 

January 31, 2013

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,605,745

 

$

1,495,913

 

Accrued compensation

 

1,021,515

 

2,088,850

 

Accrued other expenses

 

1,318,947

 

1,325,039

 

Deferred revenues

 

10,040,005

 

9,810,442

 

Contingent consideration for earn-out

 

1,358,722

 

1,319,559

 

Current portion of long-term debt

 

1,250,000

 

1,250,000

 

Current portion of deferred tax liability

 

35,619

 

35,619

 

Total current liabilities

 

16,630,553

 

17,325,422

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Term loans, less current portion

 

11,812,500

 

12,437,501

 

Warrants liability

 

5,981,000

 

3,649,349

 

Lease incentive liability, less current portion

 

79,603

 

99,579

 

Deferred income tax liability, less current portion

 

663,033

 

529,709

 

Total non-current liabilities

 

18,536,136

 

16,716,138

 

Total liabilities

 

35,166,689

 

34,041,560

 

 

 

 

 

 

 

Series A 0% Convertible Redeemable Preferred Stock, $.01 par value per share, $11,999,985 redemption value, 4,000,000 shares authorized, 3,999,995 issued and outstanding, net of unamortized preferred stock discount of $4,034,470 and $4,234,269, respectively

 

7,965,515

 

7,765,716

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value per share, 25,000,000 shares authorized, 13,039,619 and 12,643,620 shares issued and outstanding, respectively

 

130,396

 

126,436

 

Convertible redeemable preferred stock, $.01 par value per share, 1,000,000 shares authorized, no shares issued

 

––

 

––

 

Additional paid in capital

 

49,930,230

 

49,178,389

 

Accumulated deficit

 

(39,383,573

)

(35,845,523

)

Total stockholders’ equity

 

10,677,053

 

13,459,302

 

 

 

$

53,809,257

 

$

55,266,578

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Six Months Ended
July 31,

 

 

 

2013

 

2012

 

Operating activities:

 

 

 

 

 

Net (loss) earnings

 

$

(3,538,050

)

$

28,359

 

Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,549,084

 

1,610,343

 

Valuation adjustment for warrants liability

 

1,670,354

 

––

 

Deferred tax expense

 

99,669

 

––

 

Valuation adjustment for contingent earn-out

 

39,163

 

––

 

Share-based compensation expense

 

825,531

 

399,961

 

Changes in assets and liabilities, net of assets acquired:

 

 

 

 

 

Accounts and contract receivables

 

(2,092,868

)

2,438,948

 

Other assets

 

(227,263

)

(610,237

)

Accounts payable

 

89,856

 

(167,998

)

Accrued expenses

 

(1,011,963

)

597,038

 

Deferred revenues

 

229,563

 

(1,128,200

)

Net cash (used in) provided by operating activities

 

(1,366,924

)

3,168,214

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(94,240

)

(448,768

)

Capitalization of software development costs

 

(797,794

)

(970,000

)

Net cash used in investing activities

 

(892,034

)

(1,418,768

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Principal repayments on term loans

 

(625,001

)

––

 

Proceeds from exercise of stock options and stock purchase plan

 

739,376

 

79,022

 

Net cash provided by financing activities

 

114,375

 

79,022

 

(Decrease) increase in cash and cash equivalents

 

(2,144,583

)

1,828,468

 

Cash and cash equivalents at beginning of period

 

7,500,256

 

2,243,054

 

Cash and cash equivalents at end of period

 

$

5,355,673

 

$

4,071,522

 

Supplemental cash flow disclosures:

 

 

 

 

 

Interest paid

 

$

589,468

 

$

299,712

 

Income taxes paid

 

$

409,750

 

$

23,276

 

 


*Supplemental Disclosure of Non-Cash Financing Activity

 

In June 2012, the $3,000,000 convertible note and accrued interest was converted to 1,529,729 common shares at $2.00 per share.

 



 

STREAMLINE HEALTH SOLUTIONS, INC.
Backlog
(Unaudited)
Table A

 

 

 

July 31, 2013

 

January 31, 2013

 

July 31, 2012

 

Streamline Health Software Licenses

 

$

2,873,000

 

$

3,416,000

 

$

120,000

 

Hardware and Third Party Software

 

25,000

 

100,000

 

119,000

 

Professional Services

 

7,765,000

 

4,527,000

 

4,678,000

 

Software as a Service

 

17,123,000

 

20,439,000

 

9,937,000

 

Maintenance and Support

 

24,094,000

 

22,504,000

 

17,332,000

 

Total

 

$

51,880,000

 

$

50,986,000

 

$

32,186,000

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.
New Bookings
(Unaudited)
Table B

 

 

 

Three Months Ended
July 31, 2013

 

 

 

Value

 

% of Total
Bookings

 

Streamline Health Software licenses

 

$

1,750,000

 

33

%

Software as a service

 

145,000

 

3

%

Maintenance and support

 

2,106,000

 

40

%

Professional services

 

1,285,000

 

24

%

Hardware & third party software

 

1,000

 

0

%

Total bookings

 

$

5,287,000

 

100

%

 



 

Reconciliation of Non-GAAP Financial Measures
(Unaudited)
Table C

 

This press release contains a non-GAAP financial measure under the rules of the U.S. Securities and Exchange Commission for adjusted EBITDA. This non-GAAP information supplements and is not intended to represent a measure of performance in accordance with disclosures required by U.S. generally accepted accounting principles. Non-GAAP financial measures are used internally to manage the business, such as in establishing an annual operating budget. Non-GAAP financial measures are used by Streamline Health’s management in its operating and financial decision-making because management believes these measures reflect ongoing business in a manner that allows meaningful period-to-period comparisons. Accordingly, the Company believes it is useful for investors and others to review both GAAP and non-GAAP measures in order to (a) understand and evaluate current operating performance and future prospects in the same manner as management does and (b) compare in a consistent manner the company’s current financial results with past financial results. The primary limitations associated with the use of non-GAAP financial measures are that these measures may not be directly comparable to the amounts reported by other companies and they do not include all items of income and expense that affect operations. The Company’s management compensates for these limitations by considering the company’s financial results and outlook as determined in accordance with GAAP and by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures in the tables attached to this press release. Streamline Health defines “adjusted EBITDA” as net (loss) earnings plus interest expense, tax expense, depreciation and amortization expense of tangible and intangible assets, stock-based compensation expense, significant non-recurring operating expenses, and transactional related expenses including: gains and losses on debt and equity conversions, associate severances and related restructuring expenses, associate inducements, professional and advisory fees, and internal direct costs incurred to complete transactions.

 

Reconciliation of net (loss) earnings to non-GAAP adjusted EBITDA (in thousands)

 

Adjusted EBITDA Reconciliation

 

 

 

Three Months Ended,

 

Six Months Ended,

 

 

 

July 31,

 

July 31,

 

July 31,

 

July 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net (loss) earnings

 

$

(828

)

(463

)

(3,538

)

28

 

Interest expense

 

588

 

391

 

1,154

 

599

 

Income tax expense

 

144

 

24

 

164

 

33

 

Depreciation

 

167

 

183

 

338

 

363

 

Amortization of capitalized software development costs

 

701

 

580

 

1,396

 

1,223

 

Amortization of intangible assets

 

315

 

22

 

629

 

25

 

Amortization of other costs

 

17

 

 

28

 

 

EBITDA

 

1,104

 

737

 

171

 

2,271

 

Share-based compensation expense

 

358

 

221

 

826

 

400

 

Transaction related professional fees, advisory fees and other internal direct costs

 

152

 

524

 

226

 

550

 

Associate severances and other costs relating to transactions or corporate restructuring

 

––

 

––

 

383

 

––

 

Other non-recurring operating expenses

 

1,068

 

––

 

1,762

 

––

 

Adjusted EBITDA

 

$

2,682

 

1,482

 

3,368

 

3,221