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 9, 2019
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.) |
1175 Peachtree Street NE, 10th Floor
Atlanta, GA 30361
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 997-8732
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | STRM | Nasdaq Capital Market |
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨
| Item 2.02. | Results of Operations and Financial Condition. |
On December 9, 2019, Streamline Health Solutions, Inc. (the “Company”) issued a press release announcing (i) certain preliminary operating results for the quarter ended October 31, 2019, and (ii) the delay of its third quarter earnings release and investor conference call in order to resolve amortization expenses related to certain software projects. 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 9, 2019. |
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, 2019 | By: | /s/ Thomas J. Gibson |
| Name: | Thomas J. Gibson | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
News Release
STREAMLINE HEALTH® To Delay THIRD QUARTER 2019 Earnings Announcement to resolve amortization Expenses From certain software Projects
Company Anticipates No Impact on FY 2019 Revenue, Adjusted EBITDA or Cash Flow
Third Quarter 2019 Earnings to Be Announced No Later Than January 9, 2020
Atlanta, GA – December 9, 2019 – Streamline Health Solutions, Inc. (NASDAQ: STRM), provider of integrated solutions, technology-enabled services and analytics supporting revenue cycle optimization for healthcare enterprises, today announced it will delay its third quarter 2019 earnings release and investor conference call to allow the Company time to resolve and make appropriate adjustments to its accounting for amortization expenses related to certain software projects. The Company is analyzing the need to amend previously filed financial statements as part of its discovery and review process. The Company foresees no impact from this adjustment on its revenue, adjusted EBITDA or cash flow in fiscal year 2019 or prior periods.
In connection with the preparation of the Company’s financial statements for the third quarter ended October 31, 2019, management discovered certain software projects underlying its “Capitalized Software Development” asset were not appropriately amortized and the corresponding expenses were not incorporated into the Company’s consolidated financial statements for fiscal year 2018 and for the first half of fiscal year 2019. Upon discovering the issue, management consulted with the Company’s Audit Committee and notified its independent auditors and legal advisors.
“Our discovery that software projects were not appropriately amortized is unfortunate, but we do not expect that it will have a material impact on revenue, adjusted EBITDA or cash flow,” stated Thomas J. Gibson, Chief Financial Officer, Streamline Health. “I want to assure our shareholders that we are working diligently to resolve this issue and believe we will do so in short order. The timing of the discovery prevented us from meeting our scheduled earnings release date and investor conference call for our third quarter performance results, which I’m pleased to report were strong across the board. In the third quarter ended October 31, 2019, we generated approximately $5.7 million in revenues producing improved adjusted EBITDA and $2.5 million in bookings.”
“While the bookings in the third quarter did not include new eValuator contracts, we continue to add substantial, and incremental, opportunities to our sales pipeline, the majority of which represent a higher average annual revenue contribution than our current roster of eValuator clients.”
The Company plans to file its Form 10-Q and report its earnings for its third quarter no later than January 9, 2020.
About Streamline Health
Streamline Health Solutions, Inc. (NASDAQ: STRM) is a healthcare industry leader in capturing, aggregating, and translating enterprise data into knowledge – producing actionable insights that support revenue cycle optimization for healthcare enterprises. We deliver integrated solutions, technology-enabled services and analytics that empower providers to drive revenue integrity 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 accounting for amortization expenses, the Company’s expectations as to the anticipated timing of the filing of the Company’s Form 10-Q and earnings release and the Company’s belief that the adjustment will not have a material impact on its financial position. These risks and uncertainties include, but are not limited to, the accounting adjustments may not be isolated to the Company’s accounting for amortization expenses, the review procedures and the filing of the Form 10-Q and earnings release may take longer than expected, the adjustment may have a material impact on its financial position, and the Company may be required to amend its previously filed financial statements. 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