Streamline Health Solutions, Inc. 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2006
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-28132
STREAMLINE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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31-1455414
(I.R.S. Employer
Identification No.) |
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
(513) 794-7100
(Registrants telephone number, including area code)
LanVision Systems, Inc.
(Former name, former address, and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer
.. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Number of shares of Registrants Common Stock ($.01 par value per share) issued and
outstanding, as of September 1, 2006: 9,211,399.
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
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(Unaudited) |
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(Audited) |
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July 31, |
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January 31, |
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2006 |
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2006 |
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Current assets: |
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Cash |
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$ |
1,960,996 |
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$ |
4,634,219 |
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Accounts receivable, net of allowance for doubtful
accounts of $200,000, respectively |
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3,838,542 |
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2,117,495 |
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Contract receivables |
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2,304,572 |
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2,268,913 |
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Prepaid expenses |
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|
576,693 |
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366,731 |
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Deferred tax asset |
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601,000 |
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601,000 |
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Total current assets |
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9,281,803 |
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9,988,358 |
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Property and equipment: |
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Computer equipment |
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2,232,357 |
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2,120,321 |
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Computer software |
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1,081,480 |
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989,556 |
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Office furniture, fixtures and equipment |
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777,753 |
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736,858 |
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Leasehold improvements |
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534,680 |
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522,863 |
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4,626,270 |
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4,369,598 |
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Accumulated depreciation and amortization |
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(3,058,287 |
) |
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(2,666,784 |
) |
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|
|
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1,567,983 |
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1,702,814 |
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Contract receivables |
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|
728,541 |
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|
728,541 |
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Capitalized software development costs, net of accumulated
amortization of $4,574,900 and $4,033,232, respectively |
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2,965,027 |
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2,706,697 |
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Other, including deferred taxes of $1,274,000, respectively |
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1,330,836 |
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1,306,741 |
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$ |
15,874,190 |
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$ |
16,433,151 |
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|
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See Notes to Condensed Consolidated Financial Statements.
3
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Liabilities and Stockholders Equity
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(Unaudited) |
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(Audited) |
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July 31, |
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January 31, |
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2006 |
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2006 |
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Current liabilities: |
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Accounts payable |
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$ |
896,448 |
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$ |
1,055,539 |
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Accrued compensation |
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460,912 |
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1,139,587 |
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Accrued other expenses |
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677,054 |
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744,112 |
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Deferred revenues |
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3,764,541 |
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2,617,184 |
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Current portion of long-term debt |
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1,000,000 |
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1,000,000 |
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Current portion of capitalized leases |
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87,925 |
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84,951 |
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Total current liabilities |
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6,886,880 |
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6,641,373 |
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Capitalized leases |
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102,332 |
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|
147,051 |
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Long-term debt |
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1,000,000 |
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Non-current lease incentives |
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260,464 |
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|
293,409 |
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Stockholders equity: |
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Convertible redeemable preferred stock, $.01 par value per share
5,000,000 shares authorized |
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Common stock, $.01 par value per share, 25,000,000 shares
authorized, 9,211,399 and 9,159,541 shares issued, respectively |
|
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92,114 |
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91,595 |
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Capital in excess of par value |
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35,228,130 |
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35,090,302 |
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Accumulated (deficit) |
|
|
(26,695,730 |
) |
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|
(26,830,579 |
) |
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Total stockholders equity |
|
|
8,624,514 |
|
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8,351,318 |
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$ |
15,874,190 |
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$ |
16,433,151 |
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|
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See Notes to Condensed Consolidated Financial Statements.
4
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended July 31,
(Unaudited)
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Three Months |
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Six Months |
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2006 |
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2005 |
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2006 |
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2005 |
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Revenues: |
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Systems sales |
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$ |
1,706,646 |
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|
$ |
1,571,893 |
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$ |
2,915,308 |
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$ |
1,712,697 |
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Services, maintenance and support |
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|
2,070,082 |
|
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|
1,753,322 |
|
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3,898,349 |
|
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|
3,552,346 |
|
Application-hosting services |
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805,978 |
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|
740,516 |
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1,617,472 |
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1,497,561 |
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Total revenues |
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4,582,706 |
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4,065,731 |
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8,431,129 |
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6,762,604 |
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Operating expenses: |
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Cost of systems sales |
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|
929,511 |
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|
666,753 |
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|
1,555,918 |
|
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|
946,940 |
|
Cost of services, maintenance and
support |
|
|
853,663 |
|
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|
742,634 |
|
|
|
1,692,335 |
|
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|
1,503,998 |
|
Cost of application-hosting services |
|
|
297,146 |
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|
237,793 |
|
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|
577,376 |
|
|
|
488,695 |
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Selling, general and administrative |
|
|
1,502,742 |
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1,291,927 |
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2,917,620 |
|
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2,348,808 |
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Product research and development |
|
|
758,687 |
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|
579,428 |
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1,518,366 |
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1,181,085 |
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Total operating expenses |
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4,341,749 |
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3,518,535 |
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8,261,615 |
|
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|
6,469,526 |
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Operating income |
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|
240,957 |
|
|
|
547,196 |
|
|
|
169,514 |
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|
293,078 |
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|
Other income (expense): |
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|
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Interest income |
|
|
19,509 |
|
|
|
20,097 |
|
|
|
52,500 |
|
|
|
37,891 |
|
Interest expense |
|
|
(41,739 |
) |
|
|
(31,024 |
) |
|
|
(83,165 |
) |
|
|
(71,219 |
) |
|
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|
|
|
|
|
|
|
|
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|
Earnings before taxes |
|
|
218,727 |
|
|
|
536,269 |
|
|
|
138,849 |
|
|
|
259,750 |
|
Income taxes |
|
|
(4,000 |
) |
|
|
(17,000 |
) |
|
|
(4,000 |
) |
|
|
(17,000 |
) |
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|
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|
Net earnings |
|
$ |
214,727 |
|
|
$ |
519,269 |
|
|
$ |
134,849 |
|
|
$ |
242,750 |
|
|
|
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|
|
|
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|
Basic net earnings per common share |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
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|
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|
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|
Diluted net earnings per common share |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Number of shares used in per common
share computations: |
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
Basic |
|
|
9,189,642 |
|
|
|
9,108,146 |
|
|
|
9,179,165 |
|
|
|
9,097,564 |
|
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|
|
|
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|
Diluted |
|
|
9,684,189 |
|
|
|
9,286,607 |
|
|
|
9,755,786 |
|
|
|
9,306,761 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
See Notes to Condensed Consolidated Financial Statements.
5
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended July 31,
(Unaudited)
|
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|
2006 |
|
|
2005 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
134,849 |
|
|
$ |
242,750 |
|
Adjustments to reconcile net earnings to net cash
(used for) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
933,171 |
|
|
|
723,176 |
|
Share-based compensation expense |
|
|
53,029 |
|
|
|
|
|
|
Cash (used for) provided by assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts and contract receivables |
|
|
(1,756,706 |
) |
|
|
332,733 |
|
Other current assets |
|
|
(209,962 |
) |
|
|
(102,181 |
) |
Accounts payable and accrued expenses |
|
|
(904,824 |
) |
|
|
129,541 |
|
Deferred revenues |
|
|
1,147,357 |
|
|
|
(39,474 |
) |
|
|
|
|
|
|
|
Net cash (used for) provided by operating activities |
|
|
(603,086 |
) |
|
|
1,286,545 |
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(256,672 |
) |
|
|
(682,459 |
) |
Long-term lease incentive |
|
|
(32,948 |
) |
|
|
(88,909 |
) |
Capitalization of software development costs |
|
|
(799,998 |
) |
|
|
(600,000 |
) |
Other |
|
|
(24,092 |
) |
|
|
142,282 |
|
|
|
|
|
|
|
|
Net cash (used for) investing activities |
|
|
(1,113,710 |
) |
|
|
(1,229,086 |
) |
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Repayment of long-term debt |
|
|
(1,000,000 |
) |
|
|
|
|
Payment of capitalized leases |
|
|
(41,745 |
) |
|
|
(115,715 |
) |
Exercise of stock options and employee stock purchase plan |
|
|
85,318 |
|
|
|
44,704 |
|
|
|
|
|
|
|
|
Net cash (used for) financing activities |
|
|
(956,427 |
) |
|
|
(71,011 |
) |
|
|
|
|
|
|
|
|
(Decrease) in cash |
|
|
(2,673,223 |
) |
|
|
(13,552 |
) |
Cash at beginning of period |
|
|
4,634,219 |
|
|
|
4,181,073 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
1,960,996 |
|
|
$ |
4,167,521 |
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
Income taxes paid (refund) |
|
$ |
38,300 |
|
|
$ |
(27,874 |
) |
|
|
|
|
|
|
|
Interest paid |
|
$ |
83,165 |
|
|
$ |
42,233 |
|
|
|
|
|
|
|
|
Leasehold improvements (included in property and
equipment) paid for by the landlord as a lease
inducement |
|
$ |
|
|
|
$ |
326,000 |
|
|
|
|
|
|
|
|
See Notes
to Condensed Consolidated Financial Statements.
6
STREAMLINE HEALTH SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by
Streamline Health Solutions, Inc. formerly known as LanVision Systems, Inc. (Streamline
HealthTM or the Company) without audit, in accordance with accounting principles
generally accepted in the United States for interim financial information, pursuant to the rules
and regulations applicable to quarterly reports on Form 10-Q of the U. S. Securities and Exchange
Commission. Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the Condensed Consolidated Financial Statements have been included. These
Condensed Consolidated Financial Statements should be read in conjunction with the financial
statements and notes thereto included in the most recent LanVision Systems, Inc. Annual Report on
Form 10-K, Commission File Number 0-28132. Operating results for the three or six months ended
July 31, 2006, are not necessarily indicative of the results that may be expected for the fiscal
year ending January 31, 2007.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Companys significant accounting policies is presented beginning on page 39 of the
LanVision Systems, Inc. fiscal year 2005 Annual Report on Form 10-K. Users of financial
information for interim periods are encouraged to refer to the footnotes contained in the Annual
Report when reviewing interim financial results. There has been no material change in the
accounting policies followed by the Company during fiscal year 2006, except for the adoption and
implementation of Financial Accounting Standards No. 123(R), Share-Based Payment, which requires
the expensing the fair value of equity awards effective the first quarter of fiscal year 2006. (See
also note 4 below.)
Note 3 CHANGES IN BALANCE SHEET ACCOUNT BALANCES
The decrease in cash during the first six months results primarily from the payment of $1,000,000
in long-term debt and increased accounts receivable.
The increase in total receivables is due to significant sales near the end of the current quarter.
Prepaid expenses consist of software and hardware awaiting installation (related to unrecognized
revenue) and prepaid expenses, including commissions.
The increase in property and equipment is primarily the result of the acquisition of additional
equipment to accommodate additional employees.
7
Other non-current assets consist primarily of the deferred federal income tax asset relating to the
net operating loss carry forward.
The decrease in accounts payable results primarily from the payment of invoices received in January
and paid after the fiscal year end, offset to some extent by an increase in accounts payable
invoices received in July primarily for third party hardware and software sold in July and not paid
at the quarter end.
The decrease in accrued compensation results primarily from the payment of the higher than usual
year end accrued bonuses subsequent thereto.
Note 4 EQUITY AWARDS
During the first six months of the current fiscal year, the Company granted 30,000 equity awards
(stock options). During the same period, 15,000 stock options were forfeited and 24,667 stock
options were exercised under all plans.
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation,
established a fair value method of financial accounting and reporting for stock-based compensation
plans. The Company elected to continue to account for stock options under the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees and, accordingly, adopted the disclosure only provisions of Statement 123 through fiscal
year 2005. At July 31, 2006, the Company had two stock-based compensation plans. No stock-based
compensation cost is reflected in the 2005 net earnings, as all options granted under the plans had
exercise prices equal to the fair market value of the underlying common stock on the date of grant.
The table below illustrates the effect on net earnings and earnings per share for the first
quarter and six months of fiscal year 2005 as if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards No. 123, to stock-based employee
compensation.
8
|
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|
|
|
|
|
|
|
|
|
Three |
|
|
Six |
|
|
|
months |
|
|
months |
|
|
|
2005 |
|
|
2005 |
|
Three & Six months ended July 31, 2005 |
|
|
|
|
|
|
|
|
Net earnings, as reported |
|
$ |
519,269 |
|
|
$ |
242,750 |
|
Deduct: Total stock based compensation expense
determined under the fair value based method
for all awards, net of related tax effects |
|
|
(15,108 |
) |
|
|
(26,498 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net earnings |
|
$ |
504,161 |
|
|
$ |
216,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
Basic pro forma |
|
$ |
0.06 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
Diluted pro forma |
|
$ |
0.05 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
The assumptions used to calculate the fair value of equity awards granted are evaluated and
revised, as necessary, to reflect current market conditions and prior experience.
In December 2004, the Financial Accounting Standards Board adopted Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment. The statement establishes new accounting
standards for entities which exchange equity instruments (e.g. stock options, restricted stock,
stock appreciation rights (SARs), employee stock purchase plans, etc.) for goods or services.
The Company adopted the standards of Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment, effective the first quarter of fiscal year 2006, using the
modified-prospective-transition method which requires expensing the fair value of the equity awards
beginning in the fiscal period in which the recognition provisions are first applied. Based on the
number of stock-based compensation equity awards currently outstanding, the impact on operating
expense in fiscal year 2006 is currently expected to be approximately $109,000. However, currents
grants that are not currently expected to vest and accordingly have not been expensed, and future
grants of equity awards could have a material impact on reported expenses depending upon the
number, value and vesting period of future awards.
As a result of adopting Statement 123(R) on February 1, 2006, the companys income before income
taxes and net income for the three months and six months ended July 31, 2006, are $30,062 and
$53,028 lower, respectively, than if it had continued to account for share-based compensation under
Opinion 25. Basic and diluted earnings per share for the three months and six months ended July
31, 2006, respectively are not significantly different than if the company had continued to account
for share-based compensation under Opinion 25.
9
Pro forma information regarding the net earnings and net earnings per common share is required for
2005, and has been determined as if the Company had accounted for its stock options under the fair
value method of that Statement.
The fiscal year 2005 fair value of all equity awards was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average assumptions for: risk-free
interest rate of 4.25%; a dividend yield of zero percent; a volatility factor of the expected
market price of the Companys Common Stock of .842 and a weighted average expected life of five
years.
The fiscal year 2006 fair value of all equity awards was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average assumptions for: risk-free
interest rate of 4.25%; a dividend yield of zero percent; a volatility factor of the expected
market price of the Companys Common Stock of .842 and a weighted average expected life of five
years.
The outstanding SARs vest when certain performance criteria are met. The performance objectives
are such that the recipient earns 100% or 0% of the number of SARs granted. Performance based SAR
expense is recognized over the performance period based on the stock price at each reporting date,
when satisfaction of the performance criteria is deemed probable. As the performance criteria as
of July 31, 2006 was not deemed probable, no expense was recognized in the first two quarters of
2006.
Note 5 EARNINGS PER SHARE
The basic per common share is calculated using the weighted average number of common shares
outstanding during the period.
The 2006 diluted net earnings per common share calculation, is based on the weighted average number
of common shares outstanding adjusted for the dilutive effect of the common stock equivalents
(warrants, stock appreciation rights (SAR), stock options and the employee stock purchase plan) of
494,547 shares in the second quarter and 576,621 shares in the first six months of 2006. The
Company had approximately 55,000 stock options and 25,000 SARs outstanding at July 31, 2006 that
were not included in the diluted net earnings per share calculations as the inclusion thereof would
be antidilutive.
The 2005 diluted net earnings per common share calculation, is based on the weighted average number
of common shares outstanding adjusted for the dilutive effect of the common stock equivalents
(stock options and the employee stock purchase plan) of 178,461 shares in the second quarter and
209,197 shares in the first six months of 2005. The Company had approximately 100,775 option shares
outstanding at July 31, 2005 that were not included in the diluted net earnings per share
calculations as the inclusion thereof would be antidilutive.
10
Note 6 CONTRACTUAL OBLIGATIONS
The following table details the remaining obligations, by fiscal year, as of the end of the quarter
for the capitalized leases, long-term debt, other commitments and the operating leases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
Capitalized leases |
|
$ |
204,805 |
|
|
$ |
49,153 |
|
|
$ |
98,306 |
|
|
$ |
57,346 |
|
|
$ |
|
|
|
$ |
|
|
Long-term debt |
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
1,443,465 |
|
|
|
187,107 |
|
|
|
398,551 |
|
|
|
350,228 |
|
|
|
342,484 |
|
|
|
165,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,648,270 |
|
|
$ |
236,260 |
|
|
$ |
1,496,857 |
|
|
$ |
407,574 |
|
|
$ |
342,484 |
|
|
$ |
165,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized Leases
During fiscal year 2005, Streamline Health acquired additional computer equipment for the
application-hosting services data center, which are accounted for as capitalized leases. The
amount of the computer equipment leased assets is $267,237. The lease is payable monthly in
installments of $8,192, through August 2008. The present value of the future lease payments upon
lease inception was $267,237 using the interest rates implicit in the lease agreement at the
inception of the lease.
Long-term Debt
In July 2004, the Company entered into a new three year working capital term loan agreement. The
outstanding balance of the long-term debt of $1,000,000 is secured by all of the assets of the
Company and the loan agreement restricts the Company from incurring additional indebtedness for
borrowed money, including capitalized leases, etc. without lender consent. The loan is repayable
by July 30, 2007 and interest is payable quarterly, at the banks prime rate (currently 8.25%).
The Company complied with all of the provisions of its loan agreements during the period.
In 1998, the Company issued a $6,000,000 note which was repaid in full in July, 2004. In
connection with the issuance of the note, the Company issued Warrants to purchase 750,000 shares of
Common Stock of the Company at $3.87 per share at any time through July 16, 2008. The Warrants are
subject to customary antidilution and registration rights provisions.
Warranties and Indemnities
The Company provides for the estimated cost of the product warranties at the time revenue is
recognized. Should products fail to meet certain performance standards for an initial warranty
period, the Companys estimated warranty liability might need to be increased. The Company bases
its warranty estimates on the nature of any performance complaint, the effort necessary to resolve
the issue, customer requirements and any potential concessions, which may be required to be granted
to a customer, which result from performance issues. The Companys ASPeN application-hosting
services guarantees specific up-time and response time performance standards, which, if not met
may result in reduced revenues, as a penalty, for the month in which the standards are not met.
The Companys standard agreements with its customers also usually include provisions to indemnify
them from and against third party claims, liabilities, damages,
and expenses arising out of the Companys operation of its business or any negligent act or
11
omission of the Company. To date, the Company has always maintained the ASPeN performance
standards and has not been required to make any material penalty payments to customers or indemnify
any customers for any material third party claims. At July 31, 2005 and 2006, the Company had a
warranty reserve in the amount of $250,000. Each contract is reviewed quarterly with the
appropriate Client Manager to determine the need for a warranty reserve based upon the most
currently available information as to the status of the contract, the customer comments, if any,
and the status of any open or unresolved issues with the customer.
Note 7 RETIREMENT PLAN
The Company maintains a 401(k) profit-sharing plan for its employees. Employees may contribute a
certain percentage of their compensation to the plan. The Company contributions to the plan are
discretionary, and are determined by resolution of the Board of Directors. Starting in fiscal
2006, the Company will match 100% of the first 4% of employee contributions for the year ended
December 31, 2006. This matching contribution of approximately $84,000 and $64,000 was charged to
expense for the first and second quarters, respectively.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to historical information contained herein, this Quarterly Report on Form 10-Q contains
forward-looking statements. The forward-looking statements contained herein are subject to certain
risks and uncertainties 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 impact of competitive products and pricing, product demand and market
acceptance, new product development, key strategic alliances with vendors that resell the Company
products, the potential cancellation of existing contracts or clients not completing projects in
the current backlog, the ability of the Company to control costs, availability of products obtained
from third-party vendors, the healthcare regulatory environment, healthcare information system
budgets, availability of healthcare information systems trained personnel for implementation of new
systems, as well as maintenance of legacy systems, fluctuations in operating results and other risk
factors that might cause such differences including those discussed herein. Readers are cautioned
not to place undue reliance on these forward-looking statements, which reflect managements
analysis only as of the date hereof. The Registrant undertakes no obligation to publicly revise
these forward-looking statements, to reflect events or circumstances that arise after the date
hereof. Readers should carefully review the risk factors described in other documents Streamline
Health files from time to time with the Securities and Exchange Commission, including Annual
Reports of Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. (See also
Item 3 herein.)
The Companys discussion and analysis of its financial condition and results of operations are
based upon its consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, and expenses, and related disclosure of contingent
12
liabilities. On
an ongoing basis, the Company evaluates its estimates, including those related to product revenues,
bad debts, capitalized software development costs, income taxes, warranty obligations, support
contracts, contingencies, and litigation. The Company bases its estimates on historical experience
and on various other assumptions that the Company believes are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and
liabilities and revenue and expense recognition. Actual results may differ from these estimates
under different assumptions or conditions.
RESULTS OF OPERATIONS
GENERAL
Streamline Health Solutions, Inc. is a healthcare information technology company, which is focused
on developing and licensing proprietary software solutions that improve document-centric
information flows and complement and enhance existing transaction-centric hospital healthcare
information systems. The Companys workflow and document management solutions bridge the gap
between current, predominantly paper-based processes and transaction-based healthcare information
systems by 1) electronically capturing document-centric information from disparate sources, 2)
electronically directing that information through vital business processes, and 3) providing
access to the information to authenticated users (such as physicians, nurses, administrative and
financial personnel and payers) across the continuum of care. The Companys systems are designed
for enterprise wide deployment to seamlessly connect disparate departmental systems, or silos of
independent technologies which are not connected, into a common interoperable document management
workflow solution.
The Companys workflow-based products and services offer solutions to specific healthcare business
processes within the revenue cycle, such as remote coding, abstracting and chart completion,
remote physician order processing, pre-admission registration scanning, insurance verification,
denial management, secondary billing services, explanation of benefits processing, release of
information processing and other departmental workflow processes.
The Companys products and services also create an integrated document-centric repository of
historical health information that is complementary to, and can be seamlessly bolted on to
existing transaction-centric clinical, financial and management information systems, allowing
healthcare providers to aggressively move toward fully Electronic Medical Record (EMR) processes
while improving service levels and convenience for all stakeholders. These integrated systems
allow providers and administrators to dramatically improve the availability of patient information
while decreasing direct costs associated with document retrieval, work-in-process, chart
completion, document retention and archiving.
The Companys software solutions can be provided on a subscription basis via remote
application-hosting services as an Application Service Provider or licensed and installed locally.
The Company provides ASPeNSM, Application Service Provider-based remote hosting
services to The
University Hospital, a member of the Health Alliance of Greater Cincinnati, M.D. Anderson Cancer
Center, and Childrens Medical Center of Columbus, OH, among others. In addition, the Company has
licensed its workflow and document management solutions, which are installed at
13
leading healthcare
providers including Stanford Hospital and Clinics, the Albert Einstein Healthcare Network, Beth
Israel Medical Centers, the University of Pittsburgh Medical Center, Medical University Hospital
Authority of South Carolina, and Memorial Sloan-Kettering Cancer Center, among others.
The Companys applications allow authenticated users, such as physicians, nurses, administrative
and financial personnel, and payers with access to patient healthcare information that exists in
disparate systems across the continuum of care and improve operational efficiencies through
business process re-engineering and automating labor-intensive and demanding paper environments.
The Companys applications and services are complementary to existing clinical and financial
systems, and use document imaging and advanced workflow tools to ensure users can electronically
access both structured (transaction-centric) and unstructured (document-centric) patient data
and all the various forms of clinical and financial healthcare information from a single permanent
and secure repository, including clinicians handwritten notes, laboratory reports, photographs,
insurance cards, etc.
The Companys workflow solutions offer value to all of the constituents in the healthcare delivery
process by enabling them to simultaneously access and utilize the Companys advanced technological
workflow applications to process information, on a real-time basis from virtually any location,
including the Physicians desktop, using Web-based technology. The Companys solutions integrate
its own proprietary imaging platform, application workflow modules and image and web-enabling
tools that allow for the seamless merger of back office functionality with existing Clinical and
Financial Information Systems at the desktop.
The Company offers its own document imaging/management infrastructure (Foundation Suite) that is
built for high volume transaction processing and is specifically designed for the healthcare
industry. In addition to providing access to information not previously available at the desktop,
the Companys applications fulfill the administrative and regulatory needs of the Medical Records,
Patient Financial Services and other hospital departments. Furthermore, these systems have been
specifically designed to integrate with any Clinical Information System. For example, the Company
has integrated its products with selected systems from Siemens Medical Solutions USA Inc.
(Siemens), Cerner Corporation, and IDX Information Systems Corporation (IDX) a unit of GE
Healthcare, thus enabling customers to use the Company solutions without the expense of replacing
entire software systems to gain the software functionality. By offering electronic access to all
the patient information components of the medical record, this integration completes one of the
most difficult tasks necessary to provide a true Electronic Medical Record. The Companys systems
deliver on-line enterprisewide access to fully updated patient information, which historically was
maintained on a variety of media, including paper, magnetic disk, optical disk, and microfilm.
The Company operates in one segment as a provider of health information technology solutions that
streamline healthcare information flows within a healthcare facility.
Historically, the Company has derived most of its revenues from systems sales, recurring
application-hosting services, recurring maintenance fees, and professional services involving the
licensing, either directly or through remarketing partners, of its Medical Record Workflow and
14
Revenue Cycle Management solutions to Integrated Healthcare Delivery Networks (IDN). In a
typical transaction, the Company, or its remarketing partners, enter into a perpetual license or
fee-for-service subscription agreement for the Companys software application suite and may license
or sell other third-party software and hardware components to the IDN. Additionally, the Company
provides professional services, including implementation, training, and product support.
With respect to systems sales, the Company earns its highest margins on its proprietary Company
software and application-hosting services and the lowest margins on third-party hardware and
software. Systems sales to customers may include different configurations of the Company software,
hardware, third party software, and professional services, resulting in varying margins among
contracts. The margins on professional services revenues fluctuate based upon the negotiated terms
of the agreement with each customer and the Companys ability to fully utilize its professional
services, maintenance, and support services staff.
Beginning in 1998, the Company began offering customers the ability to obtain its workflow
solutions on an application-hosting basis as an Application Service Provider. The Company
established a hosting data center and installed the Companys suite of workflow products, called
ASPeN (Application Service Provider eHealth Network) within the hosting data center. Under this
arrangement, customers electronically capture information and securely transmit the data to the
hosting data center. The ASPeN services store and manage the data using the Companys suite of
applications, and customers can view, print, fax, and process the information from anywhere using
the Companys Web-based applications. The Company charges and recognizes revenue for these ASPeN
services on a per transaction or subscription basis as information is captured, stored, retrieved
and processed.
The decisions by a healthcare provider to replace, substantially modify, or upgrade its information
systems are a strategic decision and often involve a large capital commitment requiring an extended
approval process. Since inception, the Company has experienced extended sales cycles. It is not
uncommon for sales cycles to take six to eighteen months from initial contact to the execution of
an agreement. As a result, the sales cycles can cause significant variations in quarter-to-quarter
operating results. These agreements cover the licensing, implementation and maintenance of the
system, which typically takes place in one or more phases. The licensing agreements generally
provide for the licensing of the Companys proprietary software and third-party software with a
perpetual license fee that is: adjusted depending on the number of concurrent users or workstations
using the software, or on an unlimited site license basis based on the current size and operating
expense level of the hospital. Site-specific customization, interfaces with existing customer
systems and other consulting services are sold on a fixed fee or a time and materials basis.
Alternatively, with the Companys ASP services solution, the application-hosting services
agreements generally provide for utilizing
the Companys software and third-party software on a fee per transaction or recurring subscription
basis.
ASPeN services was designed to overcome obstacles in the buying decision such as large capital
commitment, length of implementation, and the scarcity of time for Healthcare Information Systems
personnel to implement new systems. The Company believes that large IDNs and
15
smaller healthcare
providers are looking for this type of ASP application because of the ease of implementation and
lower entry-level costs. The Company believes its business model is especially well suited for the
medium to small acute care facility marketplace as well as the ambulatory marketplace and is
actively pursuing remarketing agreements, in addition to those discussed below, with other
Healthcare Information Systems (HIS) and staff outsourcing providers to distribute the Companys
workflow solutions.
Generally, revenues from systems sales are recognized when an agreement is signed and products are
made available to end-users. Revenue recognition related to routine installation, integration and
project management are deferred until the work is performed. Revenues from consulting, training,
and application-hosting services are recognized as the services are performed. Revenues from
short-term support and maintenance agreements are recognized ratably over the term of the
agreements. Billings to customers recorded prior to the recognition of the revenue are classified
as deferred revenues. Revenues recognized prior to progress billings to customers are recorded as
contract receivables.
In 2002, the Company entered into a five year Remarketing Agreement with IDX Information Systems
Corporation, which was acquired by GE Healthcare, a unit of the General Electric Company in January
2006. Under the terms of the Remarketing Agreement, IDX was granted a non-exclusive worldwide
license to distribute all the Company workflow software including accessANYwareTM,
codingANYwareTM, and ASPeN application-hosting services to IDX customers and prospective
customers, as defined in the Remarketing Agreement.
Under the terms of a Remarketing Agreement with IDX, the Company records this revenue when the
products are made available to end-users, which is usually at the same time the royalty report is
received from IDX. Royalties are remitted by IDX to the Company based upon IDX sublicensing the
Companys software to IDXs customers. Thirty percent of the royalty is due 45 days following the
end of the month in which IDX executes an end-user license agreement with its customer. The
remaining seventy percent of the royalty is due from IDX, in varying amounts based on specific
milestones, 45 days following the end of the month in which a milestone occurs.
The Companys quarterly operating results have varied in the past and may continue to do so in the
future because of various reasons including: demand for the Companys products and services, long
sales cycles, and extended installation and implementation cycles based on customers schedules.
Sales are often delayed because of customers budgets and competing capital expenditure needs as
well as customers personnel resource constraints.
Delays in anticipated sales or installations may have a significant impact on the Companys
quarterly revenues and operating results, because substantial portions of the operating expenses
are fixed and the revenues more variable.
UNEVEN PATTERNS OF QUARTERLY OPERATING RESULTS
The Companys revenues from systems sales have varied, and may continue to vary, significantly from
quarter-to-quarter because of the volume and timing of systems sales and
16
delivery. Professional
services revenues also fluctuate from quarter-to-quarter because of the timing of the
implementation services, project management and customized software provided. Revenues from
maintenance services do not fluctuate significantly from quarter-to-quarter, but have been
increasing, on an annual basis, as the number of customers increase. Revenues from ASP
application-hosting services operations are expected to increase over time, as more hospitals
outsource services to the Companys ASP Division, its partners begin to utilize the software, and
existing customers increase the volume of documents stored on the systems and the number of
retrievals increases.
The Companys revenues and operating results may vary significantly from quarter-to-quarter because
of a number of other factors, many of which are outside the Companys control. These factors
include the relatively high purchase price of a system, unpredictability in the number and timing
of systems sales, length of the sales cycle, delays in the implementation process and changes in
the customers financial condition or budget and the sales activities of the remarketing partners.
As a result, period-to-period comparisons may not be meaningful with respect to the past operations
of the Company nor are they necessarily indicative of the future operations of the Company.
REVENUES
Revenues for the second fiscal quarter ended July 31, 2006, were $4,582,706, compared with
$4,065,731 reported in the comparable quarter of 2005. The increase was primarily the result of
increased: system sales, professional services revenues and application hosting revenues, when
compared to the prior comparable period.
Revenues for the first six months ended July 31, 2006, were $8,431,129, compared with $6,762,604
reported in the comparable period of 2005. The increase was primarily the result of increased:
system sales, professional services revenues and application hosting revenues, when compared to the
prior comparable period.
OPERATING EXPENSES
Cost of Systems Sales
The cost of systems sales includes amortization of capitalized software development costs on a
straight-line basis, royalties and the cost of third party software and hardware. Cost of systems
sales as a percentage of systems sales may vary from period to period depending on the mix of third
party hardware and software of the systems or add-on sales delivered.
The cost of systems sales as a percentage of systems sales for the second quarter of fiscal 2006
and 2005 were 55% and 42%, respectively. The increase results from increased hardware and
third-party software sales in the current periods, which have lower margins when compared to the
product mix in the comparable prior period.
17
The cost of systems sales as a percentage of systems sales for the first six months of fiscal 2006
and 2005 were 53% and 55%, respectively. On a year to date basis, the combined mix of third-party
hardware, software and Streamline Health software licensing revenues resulted in substantially the
same gross margin.
Cost of Services, Maintenance and Support
The cost of services, maintenance and support includes compensation and benefits for support and
professional services personnel and the cost of third party maintenance contracts. The Companys
support margins are highest on the Companys proprietary software. Accordingly, margins improve as
more customers are added.
As a percentage of services, maintenance and support revenues, the cost of such services,
maintenance and support was 41% and 42% for the second quarter of fiscal 2006 and 2005,
respectively.
As a percentage of services, maintenance and support revenues, the cost of such services,
maintenance and support was 43% and 42% for the first six months of fiscal 2006 and 2005,
respectively.
Cost of Application-hosting services
The cost of application-hosting services includes compensation and benefits for hosting center
personnel, the cost of third party maintenance contracts, occupancy and depreciation on the hosting
center equipment.
As a percentage of application-hosting revenues, the cost of application-hosting was 36% and 32%
for the second quarter of fiscal 2006 and 2005, respectively.
As a percentage of application-hosting revenues, the cost of application-hosting was 36% and 33%
for the first six months of fiscal 2006 and 2005, respectively.
The increase in the cost percentage reflects additional depreciation and additional compensation,
including one additional staff member, which was not offset by the increased revenues.
Selling, General and Administrative
Selling, General and Administrative expenses consist primarily of compensation and related benefits
and reimbursable travel and living expenses related to the Companys sales, marketing and
administrative personnel; advertising and marketing expenses, including trade shows and similar
type sales and marketing expenses; and general corporate expenses, including occupancy costs.
During the second quarter of fiscal 2006, Selling, General and Administrative expenses were
$1,502,742 compared with $1,291,927 in the comparable prior period. The increase when compared
with the comparable prior quarter was primarily the result of increased: sales and
18
marketing
headcount, commissions and increased travel and living expenses associated with additional sales
personnel.
During the first six months of fiscal year 2006, Selling, General and Administrative expenses were
$2,917,620 compared with $2,348,808 in the comparable prior period. The increase when compared
with the comparable prior period was primarily the result of increased: sales and marketing
headcount, commissions and increased travel and living expenses associated with additional sales
personnel.
Demand for Medical Record technologies and healthcare information access systems is growing and the
frequency of requests for proposals received is increasing. Accordingly, the Company has increased
its sales and marketing efforts to take advantage of current market opportunities.
Product Research and Development
Product research and development expenses consist primarily of compensation and related benefits;
the use of independent contractors for specific development projects; and an allocated portion of
general overhead costs, including occupancy.
During the second quarter, research and development expenses of $758,687 increased compared with
$579,428 in the comparable prior quarter. The increase results primarily from additional staff
associated with new products under development in 2006.
During the six months, research and development expenses were $1,518,366 compared with $1,181,085
in the comparable prior period. The increase results primarily from additional staff associated
with new products under development in 2006 and may increase during the third quarter as additional
staff increases are under consideration.
The Company monitors closely and augments its Research and Development staff, as necessary, with
outside contractors to assist with the development and testing of new products. The Company
capitalized, in accordance with Statement of Financial Accounting Standards No. 86, approximately
$400,000 and $300,000 of product research and development costs in the second quarter of fiscal
2006 and 2005, respectively, and approximately $800,000 and $600,000 of product research and
development costs in the first six months of fiscal 2006 and 2005, respectively.
Operating income
The operating income for the second quarter of fiscal 2006 was $240,957 compared with operating
income of $547,196 in the second quarter of fiscal 2005. The decrease in operating income is
primarily the result of the planned increase in sales and marketing and product development staff
and their related expenses, as noted above, necessary to enable future significant growth in
revenues and increasing operating profits.
The operating income for the first six months of fiscal year 2006 was $169,514 compared with
operating income of $293,078 in the first six months of 2005. The decrease in operating income
19
is
primarily the result of the planned increase in sales and marketing and product development staff
and their related expenses, as noted above, necessary to enable future significant growth in
revenues and increasing operating profits.
Interest income consists primarily of interest on invested cash. The increase for the six months
in interest income results from increased average cash balances and interest rates.
Interest expense relates primarily to the long-term debt and includes the interest expense on the
capitalized leases. The increase results from the increases in the Prime Rate of interest charged.
The current periods tax provision is primarily state income taxes. During the prior periods the
Federal Minimum Alternative Minimum Tax was also included.
Net earnings
The net earnings for the second quarter of fiscal 2006 were $214,727 ($0.02 per share) compared
with net earnings of $519,269 ($0.06 per share) in the second quarter of fiscal 2005. This
decrease results from the increased expenses and cost of systems sales as noted above.
The net earnings for the first six months of fiscal year 2006 were $134,849 ($0.01 per share)
compared with net earnings of $242,750 or ($0.03 per share) in the first six months of fiscal year
2005. This decrease results from the increased expenses and cost of systems sales as noted above.
Management continues to believe that the healthcare document imaging and workflow market is going
to be a significant market. Management believes it has made, and continues to make, significant
investments in the talent and technology necessary to establish the Company as a leader in this
marketplace, and continues to believe the Company is well positioned to experience significant
revenue growth.
Since commencing operations in 1989, the Company has incurred operating losses. Although the
Company achieved profitability in fiscal years 1992, 1993, and 2000 through 2005, the Company
incurred a net (loss) in fiscal years 1994 through 1999. In view of the Companys prior operating
history, there can be no assurance that the Company will be able to achieve consistent
profitability on a quarterly or annual basis or that it will be able to sustain or increase its
revenue
growth in future periods. Based upon the expenses associated with current and planned staffing
levels, profitability is dependent upon increasing revenues.
LIQUIDITY AND CAPITAL RESOURCES
During the last five fiscal years, the Company has funded its operations, working capital needs,
and capital expenditures primarily from a combination of cash generated by operations, and a
$3,500,000 bank loan in 2004. The Companys liquidity is dependent upon numerous factors to
include: the timing and amount of revenues and collection of contractual amounts from customers,
amounts invested in research and development, capital expenditures, and the level of operating
expenses, all of which can vary significantly from quarter-to-quarter.
20
The Companys customers typically have been well-established hospitals or medical facilities or
major HIS companies that resell the Company products, which have good credit histories and
payments have been received within normal time frames for the industry. However, some healthcare
organizations have experienced significant operating losses as a result of limits on third-party
reimbursements from insurance companies and governmental entities. Agreements with customers often
involve significant amounts and contract terms typically require customers to make progress
payments.
The Company has no significant obligations for capital resources, other than its $1,000,000 of
debt, the noncancelable operating leases of approximately $1,443,000 payable over the next five
years and capitalized leases of approximately $205,000, payable over the next three years. Capital
expenditures for property and equipment in 2006 are not expected to exceed $500,000.
During the three prior fiscal years, the Company has expended in the aggregate approximately
$1,566,000 for capital expenditures, increased its sales and marketing expenses, its product
research and development and its support and consulting expenses, and made net debt and deferred
interest repayments of approximately $6,625,000. This resulted in significant net cash outlays
over the last three fiscal years. Although the Company reduced staffing levels and related
expenses during 2003 and 2004, the stringent expense controls and reduced staffing, caused by the
necessity to retire the long-term debt, hampered the growth of revenues in fiscal year 2003 and
2004. Accordingly, to continue to achieve increasing revenues and profitability, it was necessary
for the Company to significantly increase the sales and marketing expenses in fiscal 2005 and will
continue to do so in 2006, albeit at a much lower rate. The Company believes that this strategic
initiative to expand sales and marketing should produce improved results in late 2006 and beyond as
the expanded sales and marketing efforts begin to produce results. However, there can be no
assurance the Company will be able to do so. At July 31, 2006, the Company had cash of $1,960,996.
The Company has carefully monitored operating expenses during the last five fiscal years.
Notwithstanding the current levels of revenues and operating profit, for the foreseeable future,
the Company will need to continually assess its revenue prospects compared to its then current
expenditure levels. If it does not appear likely that revenues will increase, it may be necessary
to reduce operating expenses or raise cash through additional borrowings, the sale of assets, or
issue
additional equity, or a combination thereof. Certain of these actions will require current lender
approval. However, there can be no assurance the Company will be successful in any of these
efforts. If it is necessary to significantly reduce operating expenses, this could have an adverse
effect on future operating performance.
The Company believes that its present cash position, combined with cash generation currently
anticipated from operations may not be sufficient to meet anticipated future cash requirements for
the short term. Continued expansion of the Company in the future will require additional
resources. The Company needs to obtain additional debt or an additional infusion of capital, or a
combination of both, depending on the extent of the expansion of the Company and future revenues.
The Company is currently discussing with potential lenders obtaining a new working
21
capital
revolving loan. The Company believes that it will be able to obtain a working capital loan on
favorable terms. However, there can be no assurance the Company will be able to do so.
To date, inflation has not had a material impact on the Companys revenues or expenses.
SIGNED AGREEMENTS BACKLOG
The Company, or its remarketing partners, enters into master agreements with customers to specify
the scope of the system to be installed and services to be provided, the agreed upon aggregate
price and the timetable for implementation. The master agreement typically provides that the
Company, or its remarketing partner, will deliver the system in phases pursuant to the customers
purchase orders, thereby allowing the customer flexibility in the timing of its receipt of systems
and to make adjustments that may arise based upon changes in technology or changes in customer
needs. The master agreement also allows the customer to request additional components as the
installation progresses, which additions are then separately negotiated as to price and terms.
Historically, customers have ultimately purchased systems and services in addition to those
originally contemplated by the master agreement. Although there can be no assurance that customers
will continue in the future to expand their systems and purchase additional licenses and services,
the Company believes, based on its past experience, that its customers will expand their existing
systems.
At July 31, 2006, the Company has master agreements, purchase orders or royalty reports from
remarketing partners for systems and related services (excluding support and maintenance, and
transaction-based revenues for the application-hosting services) which have not been delivered,
installed and accepted which, if fully performed, will generate future revenues of approximately
$5,520,000. The related products and services are expected to be delivered over the next two to
three years. Furthermore, the Company has entered into application-hosting agreements, which are
expected to generate revenues in excess of $4,473,000, through their respective renewal dates in
fiscal 2006 through 2008.
The Companys master agreements also generally provide for an initial maintenance period and give
the customer the right to subscribe for maintenance and support services on a monthly, quarterly,
or annual basis. Maintenance and support revenues for fiscal years 2005, 2004 and 2003 were
approximately $5,104,000, $5,220,000 and $4,712,000, respectively. Maintenance
and support revenues are expected to increase in 2006. At July 31, 2006, the Company had
maintenance agreements, purchase orders or royalty reports from remarketing partners for
maintenance, which if fully performed, will generate future revenues of approximately $3,484,000
through their respective renewal dates in fiscal 2006 and 2007.
The commencement of revenue recognition varies depending on the size and complexity of the system;
the implementation schedule requested by the customer and usage by customers of the
application-hosting services. Therefore, the Company is unable to predict accurately the revenue
it expects to achieve in any particular period. The Companys master agreements generally provide
that the customer may terminate its agreement upon a material breach by the Company, or may delay
certain aspects of the installation. There can be no assurance that a customer will not cancel all
or any portion of a master agreement or delay installations. A termination or
22
installation delay
of one or more phases of an agreement, or the failure of the Company to procure additional
agreements, could have a material adverse effect on the Companys business, financial condition,
and results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, of the LanVision Systems, Inc. n/k/a/ Streamline Health
Solutions, Inc. annual report on Form 10-K for the fiscal year ending January 31, 2006. The
Company exposures to market risk have not changed materially since January 31, 2006.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that there is
reasonable assurance that the information required to be disclosed in the Companys Exchange Act
reports is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to the Companys
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure based on the definition of disclosure
controls and procedures in Exchange Act Rules 13a-15(e) and 15d-14(e). In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of the Companys senior management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
the Companys disclosure controls and procedures to provide reasonable assurance of achieving the
desired objectives of the disclosure controls and procedures. Based on that evaluation, the
Companys management, including the Chief Executive and Chief Financial Officer, concluded that
there is reasonable assurance that the Companys disclosure controls and procedures were effective
as of the end of the period covered by this report and there have been no material
changes in the Companys internal control or in the other controls during the quarter ended July
31, 2006 that could materially affect, or is reasonably likely to materially affect, internal
controls over financial reporting.
23
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is, from time-to-time, a party to various legal proceedings and claims, which arise, in
the ordinary course of business. The Company is not aware of any legal matters that will have a
material adverse effect on the Companys consolidated results of operations or consolidated
financial position.
Item 1A Risk Factors
In addition to the other information set forth in this report, you should carefully consider the
risk factors discussed in Part I, Item 1A, Risk Factors in the LanVision Systems, Inc. n/k/a
Streamline Health Solutions, Inc. annual report on Form 10-K for the fiscal year ending January 31,
2006. The risk factors have not changed materially since January 31, 2006. The risk factors
described in the Annual Report on Form 10-K are not the only risks facing the Company. In
addition, risks and uncertainties not currently known to the Company or that the Company currently
deems to be immaterial also may materially adversely affect the Company, its financial condition
and/or operating results.
Item 3. DEFAULTS UPON SENIOR SECURITIES
|
|
The Company is not in default under its existing Loan Agreement. |
24
Item 6. EXHIBITS
(a) Exhibits
|
|
|
3.1(a)
|
|
Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a LanVision
Systems, Inc. (*) |
|
|
|
3.1(b)
|
|
Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a LanVision
Systems, Inc. amendment No. 1. |
|
|
|
3.3
|
|
Bylaws of Streamline Health Solutions, Inc. f/k/a/ LanVision Systems Systems, Inc.
(*) |
|
|
|
10.1
|
|
Term Note dated May 8, 2006 with The Fifth Third Bank (**) |
|
|
|
10.2
|
|
Indemnification agreement between the Registrant and J. Brian Patsy. Identical
agreements were entered into with each of the Registrants other Directors,
Richard C. Levy, Jonathan R. Phillips and Edward J. VonderBrink, and each of the
Registrants other Executive Officers, William A. Geers, Paul W. Bridge, Jr., and
Donald E. Vick, Jr. (***) |
|
|
|
11
|
|
Computation of Earnings Per Common Share |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
32.1
|
|
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.2
|
|
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
(*) Incorporated herein by reference from, the Registrants (formerly LanVision Systems, Inc.)
Registration Statement on Form S-1, File Number 333-01494, as filed with the Commission on April
15, 1996.
(**) Incorporated herein by reference from the Registrants (formerly LanVision Systems, Inc.) Form
8-K, as filed with the Commission on May 10, 2006.
(***) Incorporated herein by reference from the Registrants (formerly LanVision Systems, Inc.)
Form 8-K, as filed with the Commission on June 7, 2006.
25
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 thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
Streamline Health Solutions, Inc.
|
DATE:
|
|
September 7, 2006
|
|
By:
|
|
/s/ William A. Geers
William A. Geers
Chief Operating Officer
|
DATE:
|
|
September 7, 2006
|
|
By:
|
|
/s/ Paul W. Bridge, Jr.
Paul W. Bridge, Jr.
Chief Financial Officer and Treasurer |
26
INDEX TO EXHIBITS
|
|
|
Exhibit No. |
|
Exhibit |
|
|
|
3.1(a)
|
|
Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a/ LanVision Systems, Inc.
Previously filed with the Commission and incorporated herein
by reference from, the Registrants (LanVision System, Inc.)
Registration Statement on Form S-1, File Number 333-01494, as
filed with the Commission on April 15, 1996. |
|
|
|
3.1(b)
|
|
Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a LanVision Systems, Inc., amendment No. 1 |
|
|
|
3.3
|
|
Bylaws of Streamline Health Solutions, Inc. f/k/a/ LanVision
Systems, Inc.
Previously filed with the Commission and incorporated herein
by reference from, the Registrants (LanVision System, Inc.)
Registration Statement on Form S-1, File Number 333-01494, as
filed with the Commission on April 15, 1996. |
|
|
|
10.1
|
|
Term Note dated May 8, 2006 with The Fifth Third Bank.
Previously filed with the Commission and incorporated herein
by reference from the Registrants Form 8-K, as filed with the
Commission on May 10, 2006. |
|
|
|
10.2
|
|
Indemnification agreement between Registrant and J. Brian
Patsy. Identical agreements were entered into with each of
the Registrants other Directors, Richard C. Levy, Jonathan R.
Phillips and Edward J. VonderBrink, and each of the
Registrants other Executive Officers, William A. Geers, Paul
W. Bridge, Jr., and Donald E. Vick, Jr. Previously filed with
the Commission and incorporated herein by reference from the
Registrants Form 8-K, as filed with the Commission on June 7,
2006. |
|
|
|
11
|
|
Computation of Earnings Per Common Share |
27
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a
- -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a
- -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
32.1
|
|
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
32.2
|
|
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
28
EX-3.1(b)
EXHIBIT
3.1(b)
STREAMLINE HEALTH SOLUTIONS, INC.
Certificate of Incorporation of Streamline Health Solutions, Inc. f/k/a LanVision
Systems, Inc. amendment No. 1.
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of
the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of LanVision Systems, Inc. resolutions
were adopted setting forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the proposed amendment is
as follows:
|
|
RESOLVED, that the Certificate of Incorporation of this corporation
be amended by changing the Article thereof numbered FIRST so that,
as amended, said Article shall be and read as follows: |
|
|
The name of the corporation is Streamline Health Solutions,
Inc. (the Corporation). |
SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting
of the stockholders of said corporation was duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by reason of said
amendment.
IN
WITNESS WHEREOF, said corporation has caused this certificate to be
signed this 19th day
of June, 2006.
|
|
|
|
|
By: /s/ Paul W. Bridge |
|
|
|
|
|
Paul W. Bridge, Jr., Secretary |
29
EX-11
EXHIBIT 11
STREAMLINE HEALTH SOLUTIONS, INC.
Computation of earnings per share
For the three and six months ended July 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net earnings |
|
$ |
214,727 |
|
|
$ |
519,269 |
|
|
$ |
134,849 |
|
|
$ |
242,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding |
|
|
9,189,642 |
|
|
|
9,108,146 |
|
|
|
9,179,165 |
|
|
|
9,097,564 |
|
Stock options & purchase
plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total options & purchase
plan shares |
|
|
412,931 |
|
|
|
439,741 |
|
|
|
431,296 |
|
|
|
443,335 |
|
Warrants assumed converted |
|
|
750,000 |
|
|
|
|
|
|
|
750,000 |
|
|
|
|
|
Assumed treasury stock
buyback |
|
|
(668,384 |
) |
|
|
(261,280 |
) |
|
|
(604,675 |
) |
|
|
(234,138 |
) |
Convertible redeemable
preferred stock assumed
converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares used in per
common share computation |
|
|
9,684,189 |
|
|
|
9,286,607 |
|
|
|
9,755,786 |
|
|
|
9,306,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings ( loss ) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
per share of common stock |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
|
0.01 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net
earnings (loss) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
per share of common stock |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
|
0.01 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
EX-31.1
Exhibit 31.1
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended
I, J. Brian Patsy, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q of Streamline Health Solutions,
Inc.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statements of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
|
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a
15(e) and 15d 15(e)), for the registrant and we have: |
|
a) |
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
|
|
b) |
|
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls, as of the end of the period covered by this report based
on such evaluation; and |
|
|
c) |
|
Disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and |
31
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors: |
|
a) |
|
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process, summarize and
report financial information; and |
|
|
b) |
|
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls over
financial reporting. |
|
|
|
September 6, 2006
|
|
/s/ J. Brian Patsy |
|
|
Chief Executive Officer and
President |
32
EX-31.2
EXHIBIT 31.2
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended
I, Paul W. Bridge, Jr., certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q of Streamline Health Solutions,
Inc.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statements of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
|
The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a
15(e) and 15d 15(e)), for the registrant and we have: |
|
a. |
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
|
|
b. |
|
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls, as of the end of the period covered by this report based
on such evaluation; and |
|
|
c. |
|
Disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and |
33
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors: |
|
a. |
|
All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process, summarize and
report financial information; and |
|
|
b. |
|
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls over
financial reporting. |
|
|
|
September 6, 2006
|
|
/s/ Paul W. Bridge, Jr. |
|
|
Chief Financial Officer and
Treasurer |
34
EX-32.1
EXHIBIT 32.1
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
I, J. Brian Patsy, Chairman of the Board, Chief Executive Officer and President of Streamline
Health Solutions, Inc. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, that:
|
(1) |
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended July 31, 2006
(the Report) fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
|
|
(2) |
|
The information contained in the Report fairly presents, in all material respects, the
financial condition, and results of operations of the Company. |
September 6, 2006
/s/ J. Brian Patsy
Chairman of the Board,
Chief Executive Officer and
President
A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
35
EX-32.2
EXHIBIT 32.2
STREAMLINE HEALTH SOLUTIONS, INC.
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
I, Paul W. Bridge, Jr., Chief Financial Officer of Streamline Health Solutions, Inc. (the
Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that:
|
(3) |
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended July 31, 2006
(the Report) fully complies with the requirements of section 13(a) or 15 (d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
|
|
(4) |
|
The information contained in the Report fairly presents, in all material respects, the
financial condition, and results of operations of the Company. |
September 6, 2006
/s/ Paul W. Bridge, Jr.
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
36