UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  December 10, 2015

 

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)

 

(I.R.S. Employer Identification No.)

 

1230 Peachtree Street, NE, Suite 600

Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (404) 446-2052

 

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 December 10, 2015, Streamline Health Solutions, Inc. (the “Company”) issued a press release announcing third quarter 2015 financial results.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information contained in this Item 2.02, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)  Exhibits.

 

EXHIBIT

 

 

NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press release, dated December 10, 2015, regarding Third Quarter 2015 Financial Results.

 

1



 

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:   December 10, 2015

By:

/s/ Jack W. Kennedy Jr.

 

Name:

Jack W. Kennedy Jr.

 

Title:

Senior Vice President, Administration
& Chief Legal Counsel

 

2



 

INDEX TO EXHIBITS

 

EXHIBIT

 

 

NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Press release, dated December 10, 2015, regarding Third Quarter 2015 Financial Results.

 

3


Exhibit 99.1

 

 

News Release

 

STREAMLINE HEALTH® REPORTS THIRD QUARTER 2015 FINANCIAL PERFORMANCE

 

Third Quarter Revenues of $7.2 Million; Cash up to $8.5 Million; Debt Reduced to $8.6 Million; Change in Auditors Expected to Result in Significant Savings

 

Atlanta, GA — December 10, 2015 — Streamline Health Solutions, Inc. (NASDAQ: STRM), a leading provider of transformational data-driven solutions to help healthcare providers reduce exposure to risk, enhance clinical, financial, and operational performance, and improve patient care, today announced financial results for the third quarter of 2015, which ended October 31, 2015.

 

Revenues for the three-month period ended October 31, 2015 declined as expected to approximately $7.2 million, as compared to $8.6 million in the previous quarter that included $1.6 million in perpetual license revenue.  Removing the revenue from the one-time perpetual license that was recognized in Q2, revenues for the year have increased consistently over the first three quarters of 2015, from $6.2 million in Q1, to $7.0 million in Q2, and to $7.2 million in Q3.  As compared to Q3 2014, revenues for Q3 2015 increased 5.9%.

 

Adjusted EBITDA for the third quarter 2015 was $1.7 million, up $2.0 million compared to Adjusted EBITDA from the third quarter of 2014. Adjusted EBITDA for the year-to-date period is $2.3 million, up $2.6 million from the comparable prior year period. On a GAAP basis, the company had a net loss of $0.5 million and $2.9 million for the three and nine months ended October 31, 2015, respectively.

 

The Company selected RSM US LLP (formerly known as McGladrey LLP) to replace KPMG LLP as its independent registered public accounting firm, effective today.  This change is expected to result in significant savings going forward.

 

“I’m pleased to report another solid quarter of performance.  We continue to realize significant improvement in our balance sheet, building cash and reducing debt as we look to improve our operational efficiency in all areas of our business,” stated David Sides, President and Chief Executive Officer, Streamline Health.  “With the improvement in our financial position, we are now in position to invest significantly in our sales resources going forward by adding additional direct salespeople, account executives and a dedicated channel partner manager.”

 

Highlights for the third quarter ended October 31, 2015 included:

 

·                  Revenue for the third quarter 2015 was $7.2 million;

·                  Adjusted EBITDA for the third quarter 2015 was $1.7 million;

·                  Net loss for the third quarter 2015 was $0.5 million;

·                  New sales bookings for the quarter were $1.1 million; and

·                  Backlog at the end of the quarter was $67.5 million.

 



 

Conference Call Information

 

The Company will conduct a conference call to review the results on Thursday, December 10, 2015 at 5:00 PM ET. Interested parties can access the call by dialing 888-287-5563 and then entering passcode 1594783. A live webcast will also be available; click here to register.

 

A replay of the conference call will be available from Thursday, December 10, 2015 at 8:00 PM ET to Tuesday, December 15, 2015 at 8:00 PM ET by dialing 888-203-1112 and entering passcode 1594783.

 

About Streamline Health
Streamline Health Solutions, Inc. (NASDAQ: STRM) is a healthcare industry leader in capturing, aggregating, and translating enterprise data into knowledge — actionable insights that reduce exposure to risk, enhance operational performance, and improve patient care. Through our Looking Glass® Platform we provide clients with meaningful, intelligent SaaS-based solutions from patient engagement to reimbursement. We share a common calling and commitment to advance the quality of life and the quality of healthcare — for society, our industry, our clients, the communities they serve, and the individual patient. 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 certain risks, uncertainties and important factors that could cause actual results to differ materially from those reflected in the forward-looking statements included herein. Forward-looking statements contained in this press release include, without limitation, statements regarding the Company’s expected cost savings from changing its independent registered public accounting firm, debt, backlog, future investments in sales resources, and related expectations and assumptions.  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 solutions and pricing, solution demand and market acceptance, new solution development, key strategic alliances with vendors and channel partners that resell the Company’s solutions, the ability of the Company to control costs, availability of solutions 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 Accounting Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry generally and 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, except as required by law.

 

 

Company Contact:

Randy Salisbury

SVP, Chief Marketing Officer

(404)-229-4242

randy.salisbury@streamlinehealth.net

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

Oct 31,

 

Oct 31,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenues:

 

 

 

 

 

 

 

 

 

Systems sales

 

$

327,493

 

$

345,919

 

$

2,567,710

 

$

999,209

 

Professional services

 

621,547

 

447,939

 

1,631,878

 

1,731,888

 

Maintenance and support

 

4,034,481

 

4,062,442

 

11,315,664

 

12,411,419

 

Software as a service

 

2,171,548

 

1,980,343

 

6,428,358

 

5,887,368

 

Total revenues

 

7,155,069

 

6,836,643

 

21,943,610

 

21,029,884

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of systems sales

 

695,824

 

835,398

 

2,117,409

 

2,505,190

 

Cost of professional services

 

829,964

 

681,350

 

2,249,029

 

2,446,466

 

Cost of maintenance and support

 

766,594

 

756,469

 

2,297,772

 

2,553,180

 

Cost of software as a service

 

611,158

 

770,347

 

2,052,758

 

2,113,390

 

Selling, general and administrative

 

2,351,082

 

4,230,347

 

10,636,370

 

12,925,597

 

Research and development

 

2,258,092

 

2,275,410

 

6,715,641

 

6,850,973

 

Total operating expenses

 

7,512,714

 

9,549,321

 

26,068,979

 

29,394,796

 

Operating loss

 

(357,645

)

(2,712,678

)

(4,125,369

)

(8,364,912

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(206,286

)

(180,583

)

(698,402

)

(523,599

)

Loss on early extinguishment of debt

 

 

(114,522

)

 

(114,522

)

Miscellaneous income

 

110,383

 

752,219

 

1,939,543

 

1,803,509

 

Loss before income taxes

 

(453,548

)

(2,255,564

)

(2,884,228

)

(7,199,524

)

Income tax expense

 

(3,113

)

 

(2,645

)

(2,290

)

Net loss

 

$

(456,661

)

$

(2,255,564

)

$

(2,886,873

)

$

(7,201,814

)

Less: deemed dividends on Series A Preferred Shares

 

(346,339

)

(269,152

)

(967,014

)

(751,501

)

Net loss attributable to common shareholders

 

$

(803,000

)

$

(2,524,716

)

$

(3,853,887

)

$

(7,953,315

)

Basic net loss per common share

 

$

(0.04

)

$

(0.14

)

$

(0.21

)

$

(0.44

)

Number of shares used in basic per common share computation

 

18,746,632

 

18,309,677

 

18,658,626

 

18,210,034

 

Diluted net loss per common share

 

$

(0.04

)

$

(0.14

)

$

(0.21

)

$

(0.44

)

Number of shares used in diluted per common share computation

 

18,746,632

 

18,309,677

 

18,658,626

 

18,210,034

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Assets

 

 

 

October 31,
2015

 

January 31,
2015

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,505,736

 

$

6,522,600

 

Accounts receivable, net of allowance for doubtful accounts of $130,214 and $665,962, respectively

 

3,429,188

 

6,935,270

 

Contract receivables

 

142,250

 

191,465

 

Prepaid hardware and third party software for future delivery

 

5,858

 

55,173

 

Prepaid client maintenance contracts

 

1,048,667

 

935,858

 

Other prepaid assets

 

1,084,721

 

1,437,680

 

Deferred income taxes

 

220,004

 

220,004

 

Other current assets

 

34,644

 

207,673

 

Total current assets

 

14,471,068

 

16,505,723

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Computer equipment

 

2,507,132

 

2,381,923

 

Computer software

 

677,354

 

964,857

 

Office furniture, fixtures and equipment

 

683,443

 

683,443

 

Leasehold improvements

 

729,348

 

724,015

 

 

 

4,597,277

 

4,754,238

 

Accumulated depreciation and amortization

 

(2,103,282

)

(1,617,423

)

Property and equipment, net

 

2,493,995

 

3,136,815

 

 

 

 

 

 

 

Contract receivables, less current portion

 

17,421

 

43,553

 

Capitalized software development costs, net of accumulated amortization of $14,178,705 and $11,846,468, respectively

 

6,864,881

 

9,197,118

 

Intangible assets, net of accumulated amortization of $4,338,373 and $3,326,683, respectively

 

8,488,627

 

9,500,317

 

Deferred financing costs, net of accumulated amortization of $66,797 and $13,677, respectively

 

287,881

 

387,199

 

Goodwill

 

16,184,667

 

16,184,667

 

Other

 

784,909

 

823,723

 

Total non-current assets

 

35,122,381

 

39,273,392

 

 

 

$

49,593,449

 

$

55,779,115

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Liabilities and Stockholders’ Equity

 

 

 

October 31,
2015

 

January 31,
2015

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

749,303

 

$

2,298,851

 

Accrued compensation

 

1,104,120

 

865,865

 

Accrued other expenses

 

213,130

 

563,838

 

Current portion of long-term debt

 

617,657

 

500,000

 

Deferred revenues

 

8,201,299

 

9,289,076

 

Current portion of capital lease obligation

 

772,781

 

781,961

 

Total current liabilities

 

11,658,290

 

14,299,591

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Term loans

 

8,029,536

 

9,500,000

 

Warrants liability

 

275,914

 

1,834,380

 

Royalty liability

 

2,548,965

 

2,385,826

 

Lease incentive liability

 

365,140

 

342,129

 

Capital lease obligation

 

126,550

 

582,911

 

Deferred revenues, less current portion

 

1,495,531

 

964,933

 

Deferred income tax liability

 

220,005

 

229,579

 

Total non-current liabilities

 

13,061,641

 

15,839,758

 

Total liabilities

 

24,719,931

 

30,139,349

 

 

 

 

 

 

 

Series A 0% Convertible Redeemable Preferred stock, $.01 par value per share, $8,849,985 redemption value, 4,000,000 shares authorized, 2,949,995 issued and outstanding, net of unamortized preferred stock discount of $1,244,994 and $2,212,007, respectively

 

7,604,992

 

6,637,978

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value per share, 45,000,000 shares authorized, 18,783,540 and 18,553,389 shares issued and outstanding, respectively

 

187,835

 

185,534

 

Additional paid in capital

 

79,541,734

 

78,390,424

 

Accumulated deficit

 

(62,461,043

)

(59,574,170

)

Total stockholders’ equity

 

17,268,526

 

19,001,788

 

 

 

$

49,593,449

 

$

55,779,115

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended
Oct 31,

 

 

 

2015

 

2014

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(2,886,873

)

$

(7,201,814

)

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

 

 

 

 

 

Depreciation

 

930,508

 

670,955

 

Amortization of capitalized software development costs

 

2,332,237

 

2,735,990

 

Amortization of intangible assets

 

1,011,690

 

1,051,025

 

Amortization of other deferred costs

 

142,764

 

172,804

 

Valuation adjustment for warrants liability

 

(1,558,466

)

(2,325,824

)

Share-based compensation expense

 

1,858,588

 

1,286,145

 

Other valuation adjustments

 

206,712

 

119,593

 

Loss on disposal of property and equipment

 

92,448

 

110,710

 

Loss on exit of operating lease

 

 

234,823

 

Gain on early extinguishment of lease liability

 

(33,059

)

 

Provision for accounts receivable

 

11,488

 

252,803

 

Deferred tax expense

 

(9,574

)

 

Changes in assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

Accounts and contract receivables

 

3,569,941

 

3,360,780

 

Other assets

 

411,665

 

(314,501

)

Accounts payable

 

(1,505,462

)

410,395

 

Accrued expenses

 

(63,498

)

(801,074

)

Deferred revenues

 

(557,179

)

(2,124,790

)

Net cash provided by (used in) operating activities

 

3,953,930

 

(2,361,980

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(243,283

)

(1,862,855

)

Capitalization of software development costs

 

 

(503,464

)

Payment for acquisition, net of cash acquired

 

 

(6,058,225

)

Net cash used in investing activities

 

(243,283

)

(8,424,544

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Principal repayments on term loan

 

(1,352,807

)

(910,710

)

Principal repayments on note payable

 

 

(300,000

)

Principal payments on capital lease obligation

 

(602,394

)

(165,115

)

Recovery (payment) of deferred financing costs

 

2,111

 

(256,212

)

Proceeds from exercise of stock options and stock purchase plan

 

225,579

 

438,425

 

Net cash used in financing activities

 

(1,727,511

)

(1,193,612

)

Increase (decrease) in cash and cash equivalents

 

1,983,136

 

(11,980,136

)

Cash and cash equivalents at beginning of period

 

6,522,600

 

17,924,886

 

Cash and cash equivalents at end of period

 

$

8,505,736

 

$

5,944,750

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

Backlog

(Unaudited)

Table A

 

 

 

October 31,
2015

 

January 31,
2015

 

October 31,
2014

 

Streamline Health Software Licenses

 

$

21,533,000

 

$

20,888,000

 

$

21,103,000

 

Hardware and Third Party Software

 

200,000

 

244,000

 

126,000

 

Professional Services

 

5,951,000

 

7,485,000

 

8,095,000

 

Maintenance and Support

 

21,057,000

 

21,304,000

 

21,657,000

 

Software as a Service

 

18,738,000

 

22,574,000

 

24,928,000

 

Total

 

$

67,479,000

 

$

72,495,000

 

$

75,909,000

 

 

STREAMLINE HEALTH SOLUTIONS, INC.

New Bookings

(Unaudited)

Table B

 

 

 

Three Months Ended

 

 

 

Oct 31, 2015

 

 

 

Value

 

% of
Total
Bookings

 

Streamline Health Software licenses

 

$

44,000

 

4

%

Software as a service

 

248,000

 

22

%

Maintenance and support

 

58,000

 

5

%

Professional services

 

760,000

 

68

%

Hardware & third party software

 

2,000

 

0

%

Total bookings

 

$

1,112,000

 

100

%

 



 

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

Table C

 

Streamline Health Solutions, Inc. (the “Company”) reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”).  The Company’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.  The Company 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, professional and advisory fees, and internal direct costs incurred to complete transactions.

 

Non-GAAP financial information supplements and is not intended to represent a measure of performance in accordance with disclosures required by GAAP. Non-GAAP financial measures are used internally to manage the business, such as in establishing the Company’s annual operating budget. The Company’s management uses non-GAAP financial measures 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 financial 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 below table.

 

Below is a table reconciling adjusted EBITDA to net loss, which is the most comparable GAAP measure.

 

 

 

Three Months Ended

 

Nine Months Ended

 

In thousands, except per share data

 

Oct 31,
2015

 

Oct 31,
2014

 

Oct 31,
2015

 

Oct 31,
2014

 

Net loss

 

$

(457

)

$

(2,256

)

$

(2,887

)

$

(7,202

)

Interest expense

 

206

 

181

 

698

 

524

 

Income tax expense

 

3

 

 

3

 

2

 

Depreciation

 

305

 

310

 

931

 

671

 

Amortization of capitalized software development costs

 

774

 

905

 

2,332

 

2,736

 

Amortization of intangible assets

 

337

 

346

 

1,012

 

1,051

 

Amortization of other costs

 

41

 

50

 

90

 

121

 

EBITDA

 

1,209

 

(464

)

2,179

 

(2,097

)

Share-based compensation expense

 

575

 

421

 

1,859

 

1,286

 

Loss on disposal of property and equipment

 

58

 

27

 

92

 

111

 

Loss on early extinguishment of debt

 

 

115

 

 

115

 

Associate severances and other costs relating to transactions or corporate Restructuring

 

 

255

 

206

 

831

 

Non-cash valuation adjustments to assets and liabilities

 

(178

)

(1,061

)

(1,352

)

(2,206

)

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

 

34

 

1

 

53

 

176

 

Non-recurring operating expenses

 

 

428

 

 

1,491

 

Other non-recurring income

 

 

 

(750

)

 

Adjusted EBITDA

 

$

1,698

 

$

(278

)

$

2,287

 

$

(293

)

Adjusted EBITDA Margin(1)

 

24

%

(4

)%

10

%

(1

)%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA per diluted share

 

 

 

 

 

 

 

 

 

Earnings (loss) per share — diluted

 

$

(0.04

)

$

(0.14

)

$

(0.21

)

$

(0.44

)

Adjusted EBITDA per adjusted diluted share (2)

 

$

0.08

 

$

(0.02

)

$

0.11

 

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares

 

18,746,632

 

18,309,677

 

18,658,626

 

18,210,034

 

Includable incremental shares — adjusted EBITDA (3)

 

2,234,344

 

 

2,493,843

 

 

Adjusted diluted shares

 

20,980,976

 

18,309,677

 

21,152,469

 

18,210,034

 

 



 


(1)         Adjusted EBITDA as a percentage of GAAP revenues.

(2)         Adjusted EBITDA per adjusted diluted share for the Company’s common stock is computed using the more dilutive of the two-class method or the if-converted method.

(3)         The number of incremental shares that would be dilutive under profit assumption, only applicable under a GAAP net loss. If GAAP profit is earned in the current period, no additional incremental shares are assumed.