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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): April 23, 2024

 

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.)

 

2400 Old Milton Pkwy., Box 1353

Alpharetta, GA 30009

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 997-8732

 

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))

 

Securities 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

 

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 April 29, 2024, Streamline Health Solutions, Inc. (the “Company”) issued a press release announcing fourth quarter fiscal 2023 and full year financial results for the year ended January 31, 2024. 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, is being “furnished” and, as such, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported, on October 24, 2023, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market indicating that the closing bid price of the Company’s common stock, par value $0.01 per share, had been below the minimum bid price of $1.00 per share for the previous 30 consecutive business days, which is required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was initially provided 180 calendar days, or until April 22, 2024, to regain compliance with the Minimum Bid Price Requirement.

 

On April 23, 2024, the Company received a letter from the Staff informing the Company that, while the Company has not regained compliance with the Minimum Bid Price Requirement, the Staff has determined that the Company is eligible for an additional 180 calendar day period, or until October 21, 2024 (the “Second Compliance Period”), to regain compliance. If at any time during the Second Compliance Period, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by October 21, 2024, the Staff will provide written notification that the Common Stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Hearings Panel.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Financial Officer

 

On April 29, 2024, the Company appointed Bryant J. Reeves, III as the Company’s permanent Chief Financial Officer, effective April 29, 2024. Mr. Reeves had previously served as the Company’s Interim Chief Financial Officer since October 13, 2023. In connection with his appointment as Chief Financial Officer, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) approved an increase to the annual base salary of Mr. Reeves from $185,000 to $225,000, effective April 29, 2024. Mr. Reeves was also granted a restricted stock award of 150,000 shares under the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan, as amended (the “2013 Plan”). The shares of restricted stock vest in three (3) equal annual installments, subject to the continued employment of Mr. Reeves on each vesting date.

 

Compensation Arrangements with Chief Executive Officer

 

On April 29, 2024, the Compensation Committee approved an increase to the annual base salary of Benjamin L. Stilwill, the Company’s President and Chief Executive Officer, from $350,000 to $375,000, effective April 29, 2024. Mr. Stilwill was also granted a restricted stock award of 170,000 shares under the 2013 Plan. The shares of restricted stock vest in three (3) equal annual installments, subject to the continued employment of Mr. Stilwill on each vesting date.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

EXHIBIT

NUMBER

  DESCRIPTION
     
99.1   Press release, dated April 29, 2024, regarding Fourth Quarter Fiscal 2023 and Fiscal Year End 2023 Financial Results.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: April 29, 2024 By: /s/ Wyche T. “Tee” Green, III
    Wyche T. “Tee” Green, III
    Executive Chairman

 

 

 

 

Exhibit 99.1

 

Streamline Health® Reports Fiscal Fourth Quarter and Full Year 2023 Financial Results

 

14% growth of SaaS revenue in fiscal 2023 compared to fiscal 2022
$0.4 million of adjusted EBITDA generated in the fourth quarter of fiscal 2023 compared to ($0.2 million) during the fourth quarter of fiscal 2022; $2.4 million of adjusted EBITDA improvement in fiscal 2023 vs. fiscal 2022
($1.4 million) net loss during the fourth quarter of fiscal 2023, compared to ($2.2 million) during the fourth quarter of fiscal 2022
$15.0 million of Booked SaaS ACV as of January 31, 2024; $15.6 million of Booked SaaS ACV as of April 29, 2024, above adjusted EBITDA breakeven run rate of $15.5 million of implemented SaaS ARR

 

Atlanta, GA, April 29, 2024 (Globe Newswire) – Streamline Health Solutions, Inc. (“Streamline” or the “Company”) (Nasdaq: STRM), a leading provider of solutions that enable healthcare providers to proactively address revenue leakage and improve financial performance, today announced financial results for the fourth quarter and fiscal year 2023, which ended January 31, 2024.

 

Fiscal Fourth Quarter and Full Year 2023 GAAP Financial Results

 

The following financial results have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”).

 

Total revenue for the fourth quarter of fiscal 2023 was $5.4 million as compared to $6.7 million during the fourth quarter of fiscal 2022. For the twelve months ended January 31, 2024, revenue totaled $22.6 million as compared to $24.9 million during fiscal 2022. The change in total revenue was attributable to lower revenue from the Company’s legacy Maintenance and Support contracts and professional services offerings offset by higher Software as a Service (SaaS) revenue. As previously reported, the Company had a large consulting services contract which did not renew at the end of fiscal 2022. These consulting services contracts are not expected to be part of the Company’s core business going forward.

 

During the fourth quarter and fiscal year 2023 SaaS revenue grew $0.3 million and $1.7 million respectively, as compared to the prior year periods.

 

Net loss for the fourth quarter of fiscal 2023 was ($1.4 million) compared to a net loss of ($2.2 million) during the fourth quarter of fiscal 2022. Fiscal 2023 net loss totaled ($18.7 million) compared to a net loss of ($11.4 million) during fiscal 2022. The change in net loss was primarily attributable to non-cash impairment charges of $10.8 million offset by lower headcount associated with the non-renewal of a large consulting services contract, cost savings achieved through the previously announced integration of the Avelead and eValuator divisions and non-cash valuation adjustments. In addition, the Company recorded $0.8 million of expenses during fiscal 2023 associated with its previously announced strategic restructuring.

 

As of January 31, 2024, cash and cash equivalents totaled $3.2 million as compared to $6.6 million as of January 31, 2023. Subsequent to the end of fiscal 2023, on February 7, 2024, the Company announced the closing of a private placement of common stock, unsecured subordinated promissory notes and warrants for aggregate gross proceeds of approximately $4.5 million. This additional liquidity is not reflected in our financial results as of January 31, 2024.

 

 

 

 

Fiscal Fourth Quarter and Full Year 2023 Non-GAAP Financial Results

 

Adjusted EBITDA for the fourth quarter of fiscal 2023 was $0.4 million compared to a loss of ($0.2 million) during the fourth quarter of fiscal 2022. Fiscal year 2023 adjusted EBITDA was a loss of ($1.4 million) compared to a loss of ($3.8 million) during fiscal 2022. The significant improvement in adjusted EBITDA is largely due to the Company’s focus on the growth of its SaaS revenue solutions, RevID and eValuator, as well as significant cost savings achieved through the previously announced integration of the Avelead and eValuator divisions.

 

As of January 31, 2024, the Company’s total Booked SaaS Annual Contract Value (“ACV”) was $15.0 million compared to $17.2 million as of January 31, 2023. The change in booked SaaS ACV is the result of previously reported client non-renewals offset by new bookings. $3.9 million of Booked SaaS ACV was unimplemented as of January 31, 2024. Subsequent to the end of the quarter, the Company successfully booked additional new contracts and implemented existing contracts, and as a result the Company expects that as of April 29, 2024 booked SaaS ACV totaled $15.6 million, $3.9 million of which was unimplemented.

 

Booked SaaS ACV represents the annualized value of all executed SaaS contracts, including contracts that have not been fully implemented as of the measurement date, assuming any contract that expires during the twelve months following the measurement date is renewed on its existing terms unless the Company has knowledge of the non-renewal.

 

The Company reiterated that it believes its adjusted EBITDA breakeven run rate is $15.5 million of SaaS ARR and that it expects to achieve this run rate during the second half of fiscal 2024. Due to the continued unpredictability of timing related to the closing of new contracts, the Company has not provided more specific guidance related to the timing of bookings.

 

Management Commentary

 

“During our fourth quarter we began to capitalize on our cross-selling opportunities and closed our first enterprise client. As we enter fiscal 2024, we believe we are poised to deepen our existing relationships and expand the number of clients leveraging both of our flagship solutions,” stated Ben Stilwill, President and Chief Executive Officer, Streamline. “We are also excited by the impact of our Client Service model and developments within innovation. We estimate that within the first six weeks of utilization, our AI-generated eValuator rules delivered approximately $1 million of financial impact for clients, furthering our mission to help our nation’s health systems get paid for all of the care they provide.”

 

Conference Call

 

The Company will conduct a conference call on Tuesday, April 30, 2024, at 9:00 AM ET to review results and provide a corporate update. Interested parties can access the call by joining the live webcast: click here to register. You can also join by phone by dialing 877-407-8291.

 

A replay of the conference call will be available from Tuesday April 30, 2024, at 12:00 PM ET to Tuesday May 7, 2024, at 12:00 PM ET by dialing 877-660-6853 or 201-612-7415 with conference ID 13746101. An online replay of the presentation will also be available for six months following the presentation in the Investor Relations section of the Streamline website, www.streamlinehealth.net.

 

 

 

 

About Streamline

 

Streamline Health Solutions, Inc. (Nasdaq: STRM) enables healthcare organizations to proactively address revenue leakage and improve financial performance. We deliver integrated solutions, technology-enabled services and analytics that drive compliant revenue leading to improved financial performance across the enterprise. For more information, visit www.streamlinehealth.net.

 

Non-GAAP Financial Measures

 

Streamline reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). Streamline’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’s management believes this measure provides useful supplemental information regarding the performance of Streamline’s business operations.

 

Streamline defines ”adjusted EBITDA” as net earnings (loss) plus interest expense, tax expense, depreciation and amortization expense of tangible and intangible assets, share-based compensation expense, significant non-recurring operating expenses, restructuring expenses, impairment of goodwill and long-lived assets and transactional related expenses including: gains and losses on debt and equity conversions, associate severances and related alignment expenses, associate inducement grants, and professional and advisory fees. A table reconciling this measure to “net loss” is included in this press release.

 

Booked SaaS ACV represents the annualized value of all executed SaaS contracts, including contracts that have not been fully implemented, as of the measurement date, assuming any contract that expires during the twelve months following the measurement date is renewed on its existing terms, unless the Company has knowledge of the non-renewal. Booked SaaS ACV should be viewed independently of revenue and does not represent revenue calculated in accordance with GAAP on an annualized basis, as it is an operating metric that can be impacted by contract execution start and end dates and renewal rates. Booked SaaS ACV is not intended to be a replacement for, or forecast of, revenue. There is no GAAP measure comparable to Booked SaaS ACV.

 

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 growth prospects, anticipated bookings, recognition of revenue from contracts included in Booked SaaS ACV, industry trends and market growth, adjusted EBITDA, 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 and Booked SaaS ACV, achievement of a breakeven SaaS ARR run rate, 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 generate cash from operations, the availability of additional debt and equity financing to fund the Company’s ongoing operations, the ability of the Company to control costs, the effects of cost-containment measures implemented by the Company, 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, 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

 

Jacob Goldberger
Vice President of Finance
303-887-9625
jacob.goldberger@streamlinehealth.net

 

 

 

 

STREAMLINE HEALTH SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(rounded to the nearest thousand dollars, except share and per share information)

 

   Three Months Ended January 31,   Twelve Months Ended January 31, 
   2024   2023   2024   2023 
Revenues:                    
Software as a service  $3,445,000   $3,169,000   $14,075,000   $12,326,000 
Maintenance and support   991,000    1,135,000    4,318,000    4,483,000 
Professional fees and licenses   925,000    2,441,000    4,203,000    8,080,000 
Total revenues   5,361,000    6,745,000    22,596,000    24,889,000 
Operating expenses                    
Cost of software as a service   1,414,000    1,587,000    6,573,000    6,358,000 
Cost of maintenance and support   65,000    207,000    315,000    427,000 
Cost of professional fees and licenses   963,000    1,618,000    4,165,000    6,610,000 
Selling, general and administrative expense   2,631,000    3,654,000    14,710,000    16,283,000 
Research and development   1,394,000    1,515,000    5,704,000    6,042,000 
Impairment of goodwill   -    -    9,813,000    - 
Impairment of long-lived assets   -    -    963,000    - 
Total operating expenses   6,467,000    8,581,000    42,243,000    35,720,000 
Operating loss   (1,106,000)   (1,836,000)   (19,647,000)   (10,831,000)
Other income (expense):                    
Interest expense   (290,000)   (230,000)   (1,071,000)   (749,000)
Acquisition earnout valuation adjustments   39,000    (117,000)   1,944,000    71,000 
Other   -    50,000    31,000    201,000 
Loss before income taxes   (1,357,000)   (2,133,000)   (18,743,000)   (11,308,000)
Income tax benefit (expense)   (13,000)   (49,000)   46,000    (71,000)
Net loss  $(1,370,000)  $(2,182,000)  $(18,697,000)  $(11,379,000)
                     
Per share Information:                    
Net loss per share, basic  $(0.02)  $(0.04)  $(0.33)  $(0.23)
Weighted average number of common shares - basic   57,002,776    55,309,665    56,510,419    49,324,858 

 

 
 

 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited, rounded to the nearest thousand dollars, except share and per share information)

 

   January 31, 
   2024   2023 
ASSETS          
Current assets:          
Cash and cash equivalents  $3,190,000   $6,598,000 
Accounts receivable, net of allowance for credit losses   4,237,000    7,719,000 
Contract receivables   780,000    960,000 
Prepaid and other current assets   629,000    710,000 
Total current assets   8,836,000    15,987,000 
Non-current assets:          
Property and equipment, net of accumulated amortization   88,000    79,000 
Right-of use asset for operating lease       32,000 
Capitalized software development costs, net of accumulated amortization   5,798,000    5,846,000 
Intangible assets, net of accumulated amortization   12,071,000    14,793,000 
Goodwill   13,276,000    23,089,000 
Other   1,666,000    1,695,000 
Total non-current assets   32,899,000    45,534,000 
Total assets  $41,735,000   $61,521,000 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $1,253,000   $626,000 
Accrued expenses   2,023,000    3,265,000 
Current portion of term loan   1,500,000    750,000 
Deferred revenues   7,112,000    8,361,000 
Operating lease obligations       35,000 
Acquisition earnout liability   1,794,000    3,738,000 
Total current liabilities   13,682,000    16,775,000 
Non-current liabilities:          
Term loan, net of deferred financing costs   7,566,000    8,964,000 
Line of credit   1,500,000     
Deferred revenues, less current portion   173,000    167,000 
Other non-current liabilities       104,000 
Total non-current liabilities   9,239,000    9,235,000 
Total liabilities   22,921,000    26,010,000 
           
Commitments and contingencies – Note 12          
Stockholders’ equity          
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 58,945,498 and 57,567,210 shares issued and outstanding, respectively   590,000    576,000 
Additional paid in capital   133,923,000    131,973,000 
Accumulated deficit   (115,699,000)   (97,038,000)
Total stockholders’ equity   18,814,000    35,511,000 
Total liabilities and stockholders’ equity  $41,735,000   $61,521,000 
           

 

 
 

 

STREAMLINE HEALTH SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited, rounded to the nearest thousand dollars)

 

   Fiscal Year 
   2023    2022 
Cash flows from operating activities:          
Net loss  $(18,697,000)  $(11,379,000)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   4,331,000    4,313,000 
Acquisition earnout valuation adjustments   (1,944,000)   (71,000)
Provision for deferred income taxes   (104,000)   9,000 
Share-based compensation expense   2,102,000    1,680,000 
Impairment of goodwill   9,813,000     
Impairment of long-lived assets   963,000     
Provision for credit losses   (10,000)   189,000 
Changes in assets and liabilities:          
Accounts and contract receivables   3,708,000    (4,202,000)
Other assets   (401,000)   (1,197,000)
Accounts payable   544,000    (152,000)
Accrued expenses and other liabilities   (1,277,000)   1,069,000 
Deferred revenues   (1,243,000)   2,598,000 
Net cash used in operating activities   (2,215,000)   (7,143,000)
Cash flows from investing activities:          
Purchases of property and equipment   (54,000)   (10,000)
Capitalization of software development costs   (1,567,000)   (1,925,000)
Net cash used in investing activities   (1,621,000)   (1,935,000)
Cash flows from financing activities:          
Proceeds from issuance of common stock       8,316,000 
Payment of acquisition earnout liabilities       (2,012,000)
Payments for costs directly attributable to the issuance of common stock       (52,000)
Repayment of bank term loan   (750,000)   (250,000)
Proceeds from line of credit   1,500,000     
Payments related to settlement of employee shared-based awards   (280,000)   (197,000)
Payment of deferred financing costs   (44,000)   (20,000)
Other   2,000    6,000 
Net cash provided by financing activities   428,000    5,791,000 
Net decrease in cash and cash equivalents   (3,408,000)   (3,287,000)
Cash and cash equivalents at beginning of period   6,598,000    9,885,000 
Cash and cash equivalents at end of period  $3,190,000   $6,598,000 

 

 
 

 

STREAMLINE HEALTH SOLUTIONS, INC.

NEW BOOKINGS

 

(Unaudited, rounded to the nearest thousand dollars)

 

   January 31, 2024 
   Three Months Ended   Twelve Months Ended 
Software as a service   5,719,000    10,497,000 
Maintenance and Support   27,000    27,000 
Professional fees and licenses   381,000    1,193,000 
Q4 2023 Bookings  $6,127,000   $11,717,000 
Q4 2022 Bookings  $10,576,000   $26,462,000 

 

 
 

 

STREAMLINE HEALTH SOLUTIONS, INC.

RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA

 

(Unaudited, rounded to the nearest thousand dollars)

 

   Three Months Ended January 31,   Twelve Months Ended January 31, 
   2024   2023   2024   2023 
Net loss  $(1,370,000)  $(2,182,000)  $(18,697,000)  $(11,379,000)
Interest expense   290,000    230,000    1,071,000    749,000 
Income tax expense   13,000    49,000    (46,000)   71,000 
Depreciation and amortization   1,043,000    1,020,000    4,229,000    4,233,000 
EBITDA   (24,000)   (883,000)   (13,443,000)   (6,326,000)
Share-based compensation expense   476,000    468,000    2,102,000    1,680,000 
Impairment of goodwill   -    -    9,813,000    - 
Impairment of long-lived assets   -    -    963,000    - 
Non-cash valuation adjustments   (39,000)   117,000    (1,944,000)   (71,000)
Acquisition-related costs, severance and transaction-related bonuses   8,000    139,000    397,000    1,149,000 
Other non-recurring expenses   -    (49,000)   (33,000)   (189,000)
Restructuring Charges   10,000    -    759,000    - 
Adjusted EBITDA  $431,000   $(208,000)  $(1,386,000)  $(3,757,000)