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 12, 2017

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company               o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 



 

Item 2.02.                                        Results of Operations and Financial Condition.

 

On December 12, 2017, Streamline Health Solutions, Inc. (the “Company”) issued a press release announcing third quarter 2017 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 12, 2017, regarding Third Quarter 2017 Financial Results.

 

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:

December 12, 2017

By:

/s/ Nicholas A. Meeks

 

Name:

Nicholas A. Meeks

 

Title:

Senior Vice President and Chief Financial Officer

 

3


Exhibit 99.1

 

News Release

 

STREAMLINE HEALTH® REPORTS THIRD QUARTER 2017 REVENUES OF $6.4 MILLION; BREAKEVEN NET INCOME; ADJUSTED EBITDA OF $1.5 MILLION

 

Atlanta, GA — December 12, 2017 — Streamline Health Solutions, Inc. (NASDAQ: STRM), provider of integrated solutions, technology-enabled services and analytics supporting revenue cycle optimization for healthcare enterprises, today announced financial results for the third quarter of fiscal 2017, which ended October 31, 2017.

 

Revenues for the three-month period ended October 31, 2017 decreased approximately 3% to $6.4 million over the revenues for the three-month period ended October 31, 2016 of $6.6 million, but increased approximately 8% over the second quarter of 2017. Recurring revenue comprised 79% of total revenue in the quarter.

 

Net income for the third quarter of fiscal 2017 was essentially breakeven ($3 thousand) as compared to a ($2.0 million) net loss in the same period a year ago.

 

Adjusted EBITDA for the third quarter of fiscal 2017 was $1.5 million, up from $0.2 million in the third quarter of 2016.

 

“Our third quarter financial performance improved from the second quarter primarily due to an increase in professional services and some recurring revenue as we experienced growth with existing clients in expanding the number of facilities utilizing our software.  During the quarter, we continued to attract new clients as we added six new clients to the Streamline family, and importantly closed four contracts for our new Streamline Health eValuator™ technology,” stated David Sides, President and Chief Executive Officer, Streamline Health.  “Our bookings momentum continues to build, growing to $1.9 million in the third quarter as we realize some of the potential in our expanding pipeline of current clients and prospects, primarily around eValuator technology and Auditing Services. We are pleased to have closed our fifth new eValuator deal in the month of November and anticipate closing more new deals before our fiscal year end.”

 

“Our balance sheet changed slightly from the second quarter of this year as our cash on hand decreased approximately $1 million while debt declined by approximately $100,000, but we continue to anticipate our cash balance climbing substantially by year end based on our quarterly cash cyclicality.”

 

Highlights for the three months ended October 31, 2017 included:

 

·                  Revenue for the third quarter 2017 was $6.4 million;

·                  Net income for the third quarter 2017 was $3 thousand;

·                  Adjusted EBITDA for the third quarter 2017 was $1.5 million;

·                  New sales bookings for the quarter were $1.9 million; and

·                  Backlog at the end of the quarter was $47.7 million.

 



 

Conference Call Information

 

An accompanying conference call will be hosted by David Sides, Chief Executive Officer and Nicholas Meeks, Senior Vice President and Chief Financial Officer. The call will be held at 9:00 AM ET, on Wednesday, December 13, 2017 and will be accompanied by a live webcast. Please refer to the information below for conference call dial-in information and webcast registration.

 

Conference Date: December 13, 2017, 9:00 AM ET

 

Webcast Registration: Click Here

 

Conference Dial-In: 866-548-4713

 

Conference Passcode: 1764102

 

Conference Call Name: Streamline Health Solutions Third Quarter 2017 Results Call

 

Following the call, a replay will be available on the Company’s website, www.streamlinehealth.net, in the Investor Relations section.

 

*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 this measure provides useful supplemental information regarding the performance of Streamline Health’s business operations.

 

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 severance and related restructuring expenses, associate inducements, professional and advisory fees, and internal direct costs incurred to complete transactions. A table illustrating this measure is included in this press release.

 

About Streamline Health


Streamline Health Solutions, Inc. (NASDAQ: STRM) is a healthcare industry leader in capturing, aggregating, and translating enterprise data into knowledge — providing actionable insights that support revenue cycle optimization for healthcare enterprises.   We deliver integrated solutions and analytics that enable providers to drive reimbursement in a value-based world. We share a common calling and commitment to advance the quality of life and the quality of healthcare — for society, 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 estimates of future revenue, cash balances, backlog, results of investments in sales and marketing, success of future products 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 and enhancement of current solutions, 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

 

 

 

October 31,

 

October 31

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

Systems sales

 

$

348,526

 

$

314,218

 

$

1,055,941

 

$

2,190,256

 

Professional services

 

801,771

 

630,961

 

1,793,618

 

1,869,656

 

Audit Services

 

280,025

 

234,347

 

919,485

 

234,347

 

Maintenance and support

 

3,250,229

 

3,749,596

 

9,883,563

 

11,237,637

 

Software as a service

 

1,718,748

 

1,706,366

 

4,586,532

 

5,144,876

 

Total revenues

 

6,399,299

 

6,635,488

 

18,239,139

 

20,676,772

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of systems sales

 

434,138

 

663,148

 

1,596,988

 

2,080,263

 

Cost of professional services

 

555,815

 

723,358

 

1,814,236

 

1,891,146

 

Cost of Audit Services

 

404,280

 

595,575

 

1,236,358

 

595,575

 

Cost of maintenance and support

 

667,307

 

790,291

 

2,241,969

 

2,483,462

 

Cost of software as a service

 

289,503

 

450,695

 

914,711

 

1,390,308

 

Selling, general and administrative

 

2,819,549

 

3,212,350

 

8,983,248

 

10,153,140

 

Research and development

 

932,251

 

1,969,415

 

3,985,161

 

5,800,169

 

Total operating expenses

 

6,102,843

 

8,404,832

 

20,772,671

 

24,394,063

 

Operating income (loss)

 

296,456

 

(1,769,344

)

(2,533,532

)

(3,717,291

)

Other expense:

 

 

 

 

 

 

 

 

 

Interest expense

 

(113,078

)

(98,871

)

(360,723

)

(380,897

)

Miscellaneous expense

 

(177,282

)

(60,555

)

(235,007

)

(39,089

)

Earnings (loss) before income taxes

 

6,096

 

(1,928,770

)

(3,129,262

)

(4,137,277

)

Income tax benefit (expense)

 

(2,607

)

(1,702

)

(7,822

)

(5,104

)

Net earnings (loss)

 

$

3,489

 

$

(1,930,472

)

$

(3,137,084

)

$

(4,142,381

)

Less: deemed dividends on Series A Preferred Shares

 

 

(72,710

)

 

(875,935

)

Net loss attributable to common shareholders

 

$

3,489

 

$

(2,003,182

)

$

(3,137,084

)

$

(5,018,316

)

Basic net loss per common share

 

$

 

$

(0.10

)

$

(0.16

)

$

(0.26

)

Number of shares used in basic per common share computation

 

19,985,822

 

19,645,521

 

19,838,691

 

19,477,538

 

Diluted net loss per common share

 

$

 

$

(0.10

)

$

(0.16

)

$

(0.26

)

Number of shares used in diluted per common share computation

 

23,068,423

 

19,645,521

 

19,838,691

 

19,477,538

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Assets

 

 

 

October 31,

 

January 31,

 

 

 

2017

 

2017

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,892,182

 

$

5,654,093

 

Accounts receivable, net of allowance for doubtful accounts of $301,773 and $198,449, respectively

 

2,532,941

 

4,489,789

 

Contract receivables

 

283,973

 

466,423

 

Prepaid hardware and third party software for future delivery

 

5,858

 

5,858

 

Prepaid client maintenance contracts

 

587,960

 

595,633

 

Other prepaid assets

 

837,649

 

732,496

 

Other current assets

 

392,449

 

439

 

Total current assets

 

6,533,012

 

11,944,731

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Computer equipment

 

2,971,361

 

3,110,274

 

Computer software

 

725,700

 

827,642

 

Office furniture, fixtures and equipment

 

683,443

 

683,443

 

Leasehold improvements

 

729,348

 

729,348

 

 

 

5,109,852

 

5,350,707

 

Accumulated depreciation and amortization

 

(3,762,821

)

(3,447,198

)

Property and equipment, net

 

1,347,031

 

1,903,509

 

 

 

 

 

 

 

Capitalized software development costs, net of accumulated amortization of $18,119,290 and $16,544,797 respectively

 

4,346,694

 

4,584,245

 

Intangible assets, net of accumulated amortization of $6,729,799 and $5,807,338, respectively

 

6,074,137

 

6,996,599

 

Goodwill

 

15,537,281

 

15,537,281

 

Other

 

677,319

 

672,133

 

Total non-current assets

 

27,982,462

 

29,693,767

 

 

 

$

34,515,474

 

$

41,638,498

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

Liabilities and Stockholders’ Equity

 

 

 

 

October 31,

 

January 31,

 

 

 

2017

 

2017

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

807,778

 

$

1,116,525

 

Accrued compensation

 

593,510

 

496,706

 

Accrued other expenses

 

587,209

 

484,391

 

Current portion of term loan

 

596,984

 

655,804

 

Deferred revenues

 

6,130,259

 

9,916,454

 

Current portion of capital lease obligations

 

 

91,337

 

Total current liabilities

 

8,715,740

 

12,761,217

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Term loan, net of deferred financing cost of $146,009 and $199,211, respectively

 

4,032,865

 

4,883,286

 

Warrants liability

 

150,857

 

46,191

 

Royalty liability

 

2,456,233

 

2,350,754

 

Lease incentive liability

 

293,322

 

339,676

 

Deferred revenues, less current portion

 

487,832

 

568,515

 

Total non-current liabilities

 

7,421,109

 

8,188,422

 

Total liabilities

 

16,136,849

 

20,949,639

 

 

 

 

 

 

 

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 $0

 

8,849,985

 

8,849,985

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $.01 par value per share, 45,000,000 shares authorized, 19,984,743 and 19,695,391 shares issued and outstanding, respectively

 

199,847

 

196,954

 

Additional paid in capital

 

81,491,728

 

80,667,771

 

Accumulated deficit

 

(72,162,935

)

(69,025,851

)

Total stockholders’ equity

 

9,528,640

 

11,838,874

 

 

 

$

34,515,474

 

$

41,638,498

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended October 
31,

 

 

 

2017

 

2016

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(3,137,084

)

$

(4,142,381

)

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

 

 

 

 

 

Depreciation

 

595,866

 

895,438

 

Amortization of capitalized software development costs

 

1,574,493

 

2,146,374

 

Amortization of intangible assets

 

922,462

 

976,338

 

Amortization of other deferred costs

 

229,780

 

192,947

 

Valuation adjustment for warrants liability

 

104,666

 

(36,875

)

Share-based compensation expense

 

844,960

 

1,342,513

 

Other valuation adjustments

 

124,423

 

120,912

 

(Gain) Loss on disposal of property and equipment

 

(14,871

)

567

 

Provision for accounts receivable

 

181,859

 

136,693

 

Changes in assets and liabilities, net of assets acquired:

 

 

 

 

 

Accounts and contract receivables

 

1,957,439

 

1,679,810

 

Other assets

 

(671,254

)

130,875

 

Accounts payable

 

(308,747

)

(78,320

)

Accrued expenses

 

134,324

 

(814,707

)

Deferred revenues

 

(3,866,878

)

(3,793,603

)

Net cash used in operating activities

 

(1,328,562

)

(1,243,419

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(24,517

)

(501,148

)

Capitalization of software development costs

 

(1,336,942

)

(1,420,678

)

Payment for acquisition, net of cash received

 

 

(1,400,000

)

Net cash used in investing activities

 

(1,361,459

)

(3,321,826

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Principal repayments on term loan

 

(962,443

)

(2,243,624

)

Principal payments on capital lease obligation

 

(91,337

)

(535,896

)

Proceeds from exercise of stock options and stock purchase plan

 

23,703

 

14,793

 

Payments related to settlement of employee shared-based awards

 

(41,813

)

(11,702

)

Net cash used in financing activities

 

(1,071,890

)

(2,766,429

)

Net decrease in cash and cash equivalents

 

(3,761,911

)

(7,341,674

)

Cash and cash equivalents at beginning of period

 

5,654,093

 

9,882,136

 

Cash and cash equivalents at end of period

 

$

1,892,182

 

$

2,540,462

 

 



 

STREAMLINE HEALTH SOLUTIONS, INC.

Backlog

(Unaudited)

Table A

 

 

 

October 31,
2017

 

January 31,
2017

 

October 31,
2016

 

Company Proprietary Software

 

$

10,892,000

 

$

11,504,000

 

$

15,551,000

 

Third Party Hardware and Software

 

 

150,000

 

200,000

 

Professional Services

 

2,824,000

 

4,068,000

 

4,973,000

 

Audit Services

 

1,454,000

 

1,847,000

 

1,849,000

 

Maintenance and Support

 

18,256,000

 

19,193,000

 

19,413,000

 

Software as a Service

 

14,242,000

 

13,861,000

 

12,929,000

 

Total

 

$

47,668,000

 

$

50,623,000

 

$

54,915,000

 

 

STREAMLINE HEALTH SOLUTIONS, INC.

New Bookings

(Unaudited)

Table B

 

 

 

Three Months Ended

 

 

 

October 31, 2017

 

 

 

Value

 

% of Total
Bookings

 

Streamline Health Software licenses

 

$

94,000

 

5

%

Software as a service

 

1,505,000

 

78

%

Maintenance and support

 

79,000

 

4

%

Professional services

 

197,000

 

10

%

Audit services

 

57,000

 

3

%

Total bookings

 

$

1,932,000

 

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 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 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 severance and related restructuring expenses, associate inducements, professional and advisory fees, and internal direct costs incurred to complete transactions.

 

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

 

 

 

Three Months Ended,

 

Nine Months Ended,

 

Adjusted EBITDA Reconciliation

 

October 31,
2017

 

October 31,
2016

 

October 31,
2017

 

October 31,
2016

 

Net income (loss)

 

$

3

 

$

(1,930

)

$

(3,137

)

$

(4,142

)

Interest expense

 

113

 

99

 

361

 

381

 

Income tax expense

 

3

 

2

 

8

 

5

 

Depreciation

 

193

 

265

 

596

 

895

 

Amortization of capitalized software development costs

 

431

 

720

 

1,574

 

2,146

 

Amortization of intangible assets

 

256

 

325

 

922

 

976

 

Amortization of other costs

 

51

 

60

 

177

 

140

 

EBITDA

 

1,050

 

(459

)

501

 

401

 

Share-based compensation expense

 

290

 

433

 

845

 

1,343

 

(Gain) Loss on disposal of fixed assets

 

(14

)

 

(15

)

1

 

Associate severance and other costs relating to transactions or corporate restructuring

 

 

89

 

 

199

 

Non-cash valuation adjustments to assets and liabilities

 

188

 

62

 

229

 

84

 

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

 

 

103

 

 

358

 

Adjusted EBITDA

 

$

1,514

 

$

228

 

$

1,560

 

$

2,386

 

Adjusted EBITDA Margin(1)

 

24

%

3

%

9

%

12

%

Adjusted EBITDA per diluted share

 

 

 

 

 

 

 

 

 

Loss per share — diluted

 

$

 

$

(0.10

)

$

(0.16

)

$

(0.26

)

Adjusted EBITDA per adjusted diluted share (2)

 

$

0.07

 

$

0.01

 

$

0.07

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares

 

23,068,423

 

19,645,521

 

19,838,691

 

19,477,538

 

    Includable incremental shares — adjusted EBITDA (3)

 

 

3,340,390

 

3,242,413

 

3,322,710

 

Adjusted diluted shares

 

23,068,423

 

22,985,911

 

23,081,104

 

22,800,248

 

 


 

(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.